Common use of Guaranty Clause in Contracts

Guaranty. (a) The Guarantor hereby (i) irrevocably, absolutely and unconditionally guarantees the prompt payment by the Borrower, as and when due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), of all Obligations from time to time owing in respect of the Financing Agreement or any other Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding with respect to the Borrower, whether or not a claim for post-filing interest is allowed in such proceeding), fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to the Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the U.S. Bankruptcy Code), and the due performance and observance by the Borrower of its other obligations now or hereafter existing in respect of the Loan Documents (the “Guaranteed Obligations”), and (ii) agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents and the Lenders in enforcing any rights under this Guaranty. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Agents and the Lenders under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Credit Party. (b) Notwithstanding anything contained in this Guaranty, except as provided in clause (ii) of this Section 2(b) and Section 2(c), (x) the Guarantor shall not have any liability under this Guaranty for the payment or performance of the Guaranteed Obligations, (y) the Guarantor shall not have any obligation to expend its own funds in the performance of any provision of any Loan Document, and (z) no Agent nor any Lender shall obtain any deficiency judgment against the Guarantor with respect to any of the foregoing; provided, however, that: (i) nothing contained herein shall limit or otherwise restrict (A) any Agent’s or any Lender’s rights and remedies against any of the Collateral under any other Loan Document, either at law or equity, including, without limitation, any rights or remedies with respect to the Equity Interests of the Borrower owned by the Guarantor, (B) the Agent or any Lender from bringing any action, suit or proceeding for specific performance against the Guarantor to perform any obligation imposed on the Guarantor hereunder, (C) recourse to or liability of the Guarantor for any fraud committed by the Guarantor or material misrepresentation by the Guarantor in any Loan Document to which the Guarantor is a party, or (D) the obligations of the Guarantor under any Loan Document which obligations are either directly in favor of any Agent or any Lender or have been assigned to any Agent or any Lender, each of which may be enforced by and for the benefit of the Agents and Lenders, and (ii) the Guarantor shall have (A) full liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any act (or omission to act) constituting fraud or willful misconduct on the part of the Guarantor that impairs the Agents’ and the Lenders’ ability to be repaid under the Loan Documents occurs, or (y) the Guarantor authorizes, approves, participates in or assists the Borrower or the Originator in commencing a voluntary or involuntary case under the Bankruptcy Code or any other Insolvency Proceeding, and (B) liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any Collections are not promptly deposited directly into the Collection Account (other than Collections (i) delivered to the Servicer pursuant to the Servicing Agreement or (ii) inadvertently deposited into an account of the Originator or any Affiliate and promptly removed from such account and deposited into the Collection Account); provided, that in the case of this clause (B)(x), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the Collections not promptly deposited directly into the Collection Account or (y) the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or Contingent Collateral Value Policy shall refer any claim to the Collateral Value Insurer or Contingent Collateral Value Insurer knowing the same to be fraudulent and at the time, the Borrower is not owned by a Lender or its Affiliates; provided, that in the case of this clause (B)(y), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such fraudulent claim and shall only arise if the action involved was taken by the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or the Contingent Collateral Value Policy or (z) the applicable Premium Finance Borrower, the Originator or the Borrower ceases to be the legal owner of a Covered Policy (as defined in the Collateral Value Policy or Contingent Collateral Value Policy) and the Guarantor and/or an employee of Imperial and/or its Subsidiaries (collectively, the “Guarantor Responsible Parties”), directly or indirectly, caused, or assisted another Person in, the transfer of legal title of such Covered Policy from the applicable Premium Finance Borrower, the Originator or the Borrower to another Person other than the Collateral Value Insurer or the Contingent Collateral Value Insurer (or a designee of the Collateral Value Insurer or the Contingent Collateral Value Insurer); provided, that in the case of this clause (B)(z), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such Covered Policy; provided further, and for greater clarity, in the case of this clause (B)(z), any transfer or change in legal ownership caused solely by a Person other than a Guarantor Responsible Party that is permitted by the Transaction Documents shall not result in liability or responsibility hereunder for the Guarantor. (c) Nothing in subsection (b) of this Section 2 shall limit or otherwise restrict in any manner the rights, powers and privileges of any Agent against the Guarantor under any other Loan Document to which the Guarantor is a party.

Guaranty. Guarantor, upon the occurrence of a Springing Recourse Event, hereby absolutely, irrevocably and unconditionally guaranties the due and punctual payment and performance when due, whether at stated maturity, by acceleration or otherwise, of all of the following (collectively referred to as the “Guarantied Obligations”): (a) The Guarantor hereby (i) irrevocably, absolutely all indebtedness and unconditionally guarantees the prompt payment obligations owing by the BorrowerBorrower to any Lender, as the Swingline Lender, the Issuing Lender or the Agent under or in connection with the Credit Agreement and when due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), of all Obligations from time to time owing in respect of the Financing Agreement or any other Loan Document, whether for principal, interest (including, including without limitation, the repayment of all interest that accrues after the commencement of any Insolvency Proceeding with respect to the Borrower, whether or not a claim for post-filing interest is allowed in such proceeding), fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to the Borrower (notwithstanding the operation principal of the automatic stay under Section 362(a) of Revolving Loans, Term Loans A, Term Loans B, Swingline Loans and the U.S. Bankruptcy Code)Reimbursement Obligations, and the due performance payment of all interest, Fees, charges, attorneys’ fees and observance by other amounts payable to any Lender or the Borrower of its other obligations now Agent thereunder or hereafter existing in respect of the Loan Documents connection therewith; (the “Guaranteed Obligations”), and (iib) agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents and the Lenders in enforcing any rights under this Guaranty. Without limiting the generality of the foregoingextensions, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Agents and the Lenders under any Loan Document but for the fact that they are unenforceable renewals, modifications, amendments or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Credit Party. (b) Notwithstanding anything contained in this Guaranty, except as provided in clause (ii) of this Section 2(b) and Section 2(c), (x) the Guarantor shall not have any liability under this Guaranty for the payment or performance of the Guaranteed Obligations, (y) the Guarantor shall not have any obligation to expend its own funds in the performance of any provision of any Loan Document, and (z) no Agent nor any Lender shall obtain any deficiency judgment against the Guarantor with respect to any substitutions of the foregoing; provided, however, that: (ic) nothing contained herein shall limit or otherwise restrict (A) any Agent’s or any Lender’s rights and remedies against any of the Collateral under any other Loan Document, either at law or equityall expenses, including, without limitation, reasonable attorneys’ fees and disbursements, that are incurred by the Lenders and the Agent in the enforcement of any rights or remedies with respect to the Equity Interests of the Borrower owned by foregoing or any obligation of Guarantor hereunder; and (d) all other Obligations. For the Guarantorpurposes of this Guaranty, the occurrence of any of the events described in (B1)-(3) below shall be a “Springing Recourse Event”: (A) Guarantor fails to perform or comply with any of the following terms (each, a “Guarantor Covenant Breach”): (i) the Agent Guarantor shall not, directly or indirectly, enter into or conduct any Lender from bringing any actionbusiness other than in connection with the ownership, suit acquisition and disposition of general or proceeding for specific performance against limited partnership interests in the Guarantor to perform any obligation imposed on Borrower and the Guarantor hereunder, (C) recourse to or liability management of the Guarantor for any fraud committed by the Guarantor or material misrepresentation by the Guarantor in any Loan Document to which the Guarantor is a party, or (D) the obligations business of the Guarantor under any Loan Document which obligations Borrower, and such activities as are either directly in favor of any Agent or any Lender or have been assigned to any Agent or any Lenderincidental thereto, each all of which may shall be enforced by and for the benefit solely in furtherance of the Agents and Lenders, andbusiness of the Borrower; (ii) the Guarantor shall have not own any assets other than (A) full equity interests (or rights, options or warrants in respect thereof) of the Borrower, (B) up to a one percent (1%) equity interest in any partnership or limited liability company at least ninety-nine percent (99%) of the equity of which is owned, directly or indirectly, by the Borrower; (C) money that has been distributed to Guarantor by Borrower or a Subsidiary of Borrower described in clause (ii)(B) above in accordance with Section 10.2. of the Credit Agreement that is held for ten (10) Business Days or less pending further distribution to equity holders of the Guarantor, (D) assets received by the Guarantor from third parties (including, without limitation, the proceeds from any Equity Issuance), that are held for ten (10) Business Days or less pending further contribution to Borrower, (E) such bank accounts or similar instruments (subject to the other terms hereof) as it deems necessary to carry out its responsibilities under the limited partnership agreement of the Borrower, and responsibility (F) other tangible and intangible assets that, taken as a whole, are de minimis in relation to the net assets of Borrower and its Subsidiaries (but which in no event shall include any real estate, cash, cash equivalents or other liquid assets in excess of $500,000 in the aggregate (except as permitted in clauses (ii)(C) and (D) above) or equity interests (other than equity interests permitted in clauses (ii)(A) and (B) above); (iii) the Guarantor shall promptly contribute or otherwise downstream to the Borrower any net assets received by the Guarantor from third parties (including, without limitation, the proceeds from any Equity Issuance), subject to the terms of clause (ii)(D) above; (iv) the Guarantor shall not merge or consolidate (except as permitted in the Credit Agreement), or dissolve, liquidate or otherwise wind up its business, affairs or assets; (v) the Guarantor shall not guarantee, or otherwise be or become obligated in respect of, any Indebtedness (which for the Guaranteed Obligations purposes hereof shall include any obligations under any Derivatives Contract but shall exclude (A) guarantees of obligations under any Derivatives Contracts in favor of Associated Bank National Association and other obligations hereunder if any lender under the Prior Term Loan Agreement or Prior Existing Credit Agreement in place as of ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇) any Indebtedness described in clause (f) of the definition of Indebtedness, (C) any liability pursuant to a Customary Nonrecourse Debt Guaranty until a claim is made with respect thereto (provided that for the purposes of this clause (v), the Guarantor shall not be deemed to have violated this covenant with respect to Indebtedness under a Customary Nonrecourse Debt Guaranty until a judgment is obtained with respect to claims under Customary Nonrecourse Debt Guaranties individually or in the aggregate of $30,000,000 or greater), and (D) any liability pursuant to a springing guaranty on substantially the same terms as the Springing Guaranty; and provided further that the Guarantor’s liability with respect to (x) any act Indebtedness of Borrower in place as of March 31, 2014 and (y) Indebtedness of Inland Diversified assumed by Borrower and that is existing debt of Inland Diversified as of July 1, 2014 and was not incurred as a part of or omission to act) constituting fraud or willful misconduct on in anticipation of the part merger of Inland Diversified with and into KRG Magellan, solely by virtue of the Guarantor that impairs being the Agents’ general partner of Borrower and not as a guarantor, shall be excluded from the Lenders’ ability foregoing provided such liability is not increased; and (B) with respect to be repaid under a Guarantor Covenant Breach of any event described in (1)(A)(i)-(iii) above, the Loan Documents occurspassage of forty-five (45) days after the first to occur of either (i) Borrower or Guarantor becoming aware of such Guarantor Covenant Breach, or (yii) Agent notifying Borrower in writing of any such Guarantor Covenant Breach, or (C) with respect to a Guarantor Covenant Breach of the Guarantor authorizesevent described in clause (1)(A)(v) above, approvesthe passage of ten (10) Business Days (or forty-five (45) days if the aggregate Indebtedness for the purposes of clause (1)(A)(v) above is less than $10,000,000), participates in or assists after the first to occur of either (i) Borrower or the Originator Guarantor becoming aware of such Guarantor Covenant Breach, or (ii) Agent notifying Borrower in commencing writing of any such Guarantor Covenant Breach; or (2) Borrower or Guarantor shall commence a voluntary or involuntary case under the Bankruptcy Code of 1978, as amended, or any other Insolvency Proceeding, and (B) liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any Collections are not promptly deposited directly into the Collection Account (other than Collections (i) delivered to the Servicer pursuant to the Servicing Agreement or (ii) inadvertently deposited into an account of the Originator federal bankruptcy or any Affiliate and promptly removed from such account and deposited into the Collection Accountother domestic or foreign laws relating to bankruptcy, insolvency, reorganization, winding-up, composition or adjustment of debts, in each case with respect to Borrower or Guarantor, whether now or hereinafter in effect (collectively, a “Bankruptcy Proceeding”); provided, that in the case of this clause or (B)(x), such liability and responsibility of the 3) Borrower or Guarantor shall not exceed the aggregate amount of the Collections not promptly deposited directly into the Collection Account or (y) the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform officer or director thereof shall collude with, or otherwise assist any duties on behalf of the Borrower party in connection with the Collateral Value Policy any such filing in a Bankruptcy Proceeding or Contingent Collateral Value Policy shall refer any claim to the Collateral Value Insurer solicit or Contingent Collateral Value Insurer knowing the same cause to be fraudulent solicited petitioning creditors for any involuntary petition against Borrower or Guarantor in any such Bankruptcy Proceeding from any party. Guarantor acknowledges and at agrees that the time, the Borrower is not owned by a Lender or its Affiliates; provided, that in the case of guaranty under this clause (B)(y), such liability and responsibility Guaranty of the Guarantor Guarantied Obligations shall not exceed automatically become fully effective upon the aggregate amount of the loss relating to the applicable Coverage Certificate related to such fraudulent claim and shall only arise if the action involved was taken by the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or the Contingent Collateral Value Policy or (z) the applicable Premium Finance Borrower, the Originator or the Borrower ceases to be the legal owner of a Covered Policy (as defined in the Collateral Value Policy or Contingent Collateral Value Policy) and the Guarantor and/or an employee of Imperial and/or its Subsidiaries (collectively, the “Guarantor Responsible Parties”), directly or indirectly, caused, or assisted another Person in, the transfer of legal title of such Covered Policy from the applicable Premium Finance Borrower, the Originator or the Borrower to another Person other than the Collateral Value Insurer or the Contingent Collateral Value Insurer (or a designee of the Collateral Value Insurer or the Contingent Collateral Value Insurer); provided, that in the case of this clause (B)(z), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such Covered Policy; provided further, and for greater clarity, in the case of this clause (B)(z), any transfer or change in legal ownership caused solely by a Person other than a Guarantor Responsible Party that is permitted by the Transaction Documents shall not result in liability or responsibility hereunder for the Guarantor. (c) Nothing in subsection (b) of this Section 2 shall limit or otherwise restrict in any manner the rights, powers and privileges occurrence of any Agent against Springing Recourse Event and no other documentation or notice shall be required to evidence the Guarantor under any other Loan Document to which the Guarantor is a partysame.

Guaranty. (a) The Guarantor hereby irrevocably, absolutely, and unconditionally guarantees to Lender the prompt, complete, and full payment when due, and no matter how the same shall become due, of: (i) irrevocablythe Note, absolutely including all principal, all interest thereon and unconditionally guarantees all other sums payable thereunder; and (ii) all other sums payable under the prompt payment by the Borrower, as and when due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), of all Obligations from time to time owing in respect of the Financing Agreement or any other Loan DocumentObligation Documents, whether for principal, interest (includinginterest, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding with respect to the Borrower, whether or not a claim for post-filing interest is allowed in such proceeding), fees, commissions, expense reimbursements, indemnifications fees or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to the Borrower ; and (notwithstanding the operation of the automatic stay under Section 362(aiii) of the U.S. Bankruptcy Code), and the due performance and observance by the Borrower of its other obligations now or hereafter existing in respect of the Loan Documents (the “Guaranteed Obligations”), and (ii) agrees to pay any and all expenses (other indebtedness or liabilities which Borrower may at any time owe to Lender, whether incurred heretofore or hereafter or concurrently herewith, voluntarily or involuntarily, whether owed alone or with others, whether fixed, contingent, absolute, inchoate, liquidated or unliquidated, whether such indebtedness or liability arises by notes, discounts, overdrafts, open account indebtedness or in any other manner whatsoever, and including reasonable counsel interest, attorneys' fees and expenses) incurred collection costs as may be provided by the Agents and the Lenders law or in enforcing any rights under this Guarantyinstrument evidencing any such indebtedness or liability. Without limiting the generality of the foregoing, the Guarantor’s Guarantor hereby agrees that his liability hereunder shall extend to and include all amounts that constitute part post-petition interest, expenses, and other duties and liabilities of Borrower described above in this subsection (a), or below in the Guaranteed Obligations and following subsection (b), which would be owed by the Borrower to the Agents and the Lenders under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization reorganization, or similar proceeding involving any Credit PartyBorrower. (b) Notwithstanding anything contained in this GuarantyGuarantor hereby irrevocably, except as provided in clause (ii) of this Section 2(b) and Section 2(c), (x) the Guarantor shall not have any liability under this Guaranty for the payment or performance of the Guaranteed Obligations, (y) the Guarantor shall not have any obligation to expend its own funds in the performance of any provision of any Loan Documentabsolutely, and (z) unconditionally guarantees to Lender the prompt, complete and full performance, when due, and no Agent nor any matter how the same shall become due, of all obligations and undertakings of Borrower to Lender shall obtain any deficiency judgment against the Guarantor with respect under, by reason of, or pursuant to any of the foregoing; provided, however, that: (i) nothing contained herein shall limit or otherwise restrict (A) any Agent’s or any Lender’s rights and remedies against any of the Collateral under any other Loan Document, either at law or equity, including, without limitation, any rights or remedies with respect to the Equity Interests of the Borrower owned by the Guarantor, (B) the Agent or any Lender from bringing any action, suit or proceeding for specific performance against the Guarantor to perform any obligation imposed on the Guarantor hereunder, (C) recourse to or liability of the Guarantor for any fraud committed by the Guarantor or material misrepresentation by the Guarantor in any Loan Document to which the Guarantor is a party, or (D) the obligations of the Guarantor under any Loan Document which obligations are either directly in favor of any Agent or any Lender or have been assigned to any Agent or any Lender, each of which may be enforced by and for the benefit of the Agents and Lenders, and (ii) the Guarantor shall have (A) full liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any act (or omission to act) constituting fraud or willful misconduct on the part of the Guarantor that impairs the Agents’ and the Lenders’ ability to be repaid under the Loan Documents occurs, or (y) the Guarantor authorizes, approves, participates in or assists the Borrower or the Originator in commencing a voluntary or involuntary case under the Bankruptcy Code or any other Insolvency Proceeding, and (B) liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any Collections are not promptly deposited directly into the Collection Account (other than Collections (i) delivered to the Servicer pursuant to the Servicing Agreement or (ii) inadvertently deposited into an account of the Originator or any Affiliate and promptly removed from such account and deposited into the Collection Account); provided, that in the case of this clause (B)(x), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the Collections not promptly deposited directly into the Collection Account or (y) the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or Contingent Collateral Value Policy shall refer any claim to the Collateral Value Insurer or Contingent Collateral Value Insurer knowing the same to be fraudulent and at the time, the Borrower is not owned by a Lender or its Affiliates; provided, that in the case of this clause (B)(y), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such fraudulent claim and shall only arise if the action involved was taken by the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or the Contingent Collateral Value Policy or (z) the applicable Premium Finance Borrower, the Originator or the Borrower ceases to be the legal owner of a Covered Policy (as defined in the Collateral Value Policy or Contingent Collateral Value Policy) and the Guarantor and/or an employee of Imperial and/or its Subsidiaries (collectively, the “Guarantor Responsible Parties”), directly or indirectly, caused, or assisted another Person in, the transfer of legal title of such Covered Policy from the applicable Premium Finance Borrower, the Originator or the Borrower to another Person other than the Collateral Value Insurer or the Contingent Collateral Value Insurer (or a designee of the Collateral Value Insurer or the Contingent Collateral Value Insurer); provided, that in the case of this clause (B)(z), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such Covered Policy; provided further, and for greater clarity, in the case of this clause (B)(z), any transfer or change in legal ownership caused solely by a Person other than a Guarantor Responsible Party that is permitted by the Transaction Documents shall not result in liability or responsibility hereunder for the GuarantorObligation Documents. (c) Nothing If Borrower shall for any reason fail to pay any Obligation, as and when such Obligation shall become due and payable, whether at its stated maturity, as a result of the exercise of any power to accelerate, or otherwise, Guarantor will, forthwith upon demand by Lender, pay such Obligation in subsection full to Lender. If Borrower shall for any reason fail to perform promptly any Obligation, Guarantor will, forthwith upon demand by Lender, cause such Obligation to be performed or, if specified by Lender, provide sufficient funds, in such amount and manner as Lender shall in good faith determine, for the prompt, full and faithful performance of such Obligation by Lender or such other Person as Lender shall designate. (d) If either Borrower or Guarantor fails to pay or perform any Obligation as described in the immediately preceding subsections (a), (b), or (c) of this Section 2 shall limit or otherwise restrict in any manner Guarantor will incur the rightsadditional obligation to pay to Lender, powers and privileges Guarantor will forthwith upon demand by Lender pay to Lender, the amount of any Agent against the and all expenses, including fees and disbursements of Lender's counsel and of any experts or agents retained by Lender, which Lender may incur as a result of such failure. (e) As between Guarantor under any other Loan Document to which the Guarantor is and Lender, this Guaranty shall be considered a partyprimary and liquidated liability of Guarantor.

Guaranty. (a) The Guarantor hereby (i) Each Guarantor, jointly and severally, irrevocably, absolutely and unconditionally guarantees as a primary obligor and not merely as surety to the Creditors the full and prompt payment by the Borrower, as and when due and payable (whether by scheduled at the stated maturity, by required prepayment, declaration, acceleration, demand or otherwise), as applicable) of all Obligations from time to time owing in respect of the Financing Agreement or any Borrowers and each Guarantor (other Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding with respect to the Borrower, whether or not a claim for post-filing interest is allowed in than such proceeding), fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to the Borrower (notwithstanding the operation of the automatic stay under Section 362(aGuarantor’s own Obligations) of the U.S. Bankruptcy Code), and the due performance and observance by the Borrower of its other obligations now or hereafter existing in respect of the Loan Documents (the “Guaranteed Obligations”). Each party hereto understands, agrees and (ii) agrees to pay confirms that, if any and or all expenses (including reasonable counsel fees and expenses) incurred by the Agents and the Lenders in enforcing any rights under this Guaranty. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations becomes due and would be owed by the Borrower payable, subject to the Agents and expiration of any applicable grace or cure period expressly set forth in the Lenders under any Loan Document but Credit Agreement, the Administrative Agent for the fact that they are unenforceable or not allowable due benefit of the Creditors may enforce this Guaranty up to the existence full amount of the Guaranteed Obligations against such Guarantor without proceeding against any other Guarantor (as defined in the Credit Agreement) or any Borrower, and such Guarantor agrees to pay such Guaranteed Obligations to the Administrative Agent for the benefit of the Administrative Agent and/or the other Creditors, on demand. Each Guarantor further agrees that the due and punctual payment of the Obligations of any Borrower may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee hereunder notwithstanding any such extension or renewal of any Obligation. This Guaranty is a bankruptcy, reorganization or similar proceeding involving any Credit Partyguaranty of payment and not of collection. (b) Notwithstanding anything contained in this GuarantyAdditionally, except as provided in clause (ii) of this Section 2(b) each Guarantor, jointly and Section 2(c)severally, (x) the Guarantor shall not have any liability under this Guaranty for unconditionally, absolutely and irrevocably, guarantees the payment or performance of the Guaranteed Obligations, (y) the Guarantor shall not have any obligation to expend its own funds in the performance of any provision and all Guaranteed Obligations whether or not due or payable by any Borrower upon the occurrence in respect of any Loan Document, and (z) no Agent nor any Lender shall obtain any deficiency judgment against the Guarantor with respect to Borrower of any of the foregoing; provided, however, that: events specified in Section 7(h) or (i) nothing contained herein shall limit of the Credit Agreement, and unconditionally, absolutely and irrevocably, jointly and severally, promises to pay such Guaranteed Obligations to the Creditors, or otherwise restrict (A) order, following the occurrence in respect of any Agent’s or any Lender’s rights and remedies against Borrower of any of the Collateral under any other Loan Document, either at law events specified in Section 7(h) or equity, including, without limitation, any rights or remedies with respect to the Equity Interests of the Borrower owned by the Guarantor, (B) the Agent or any Lender from bringing any action, suit or proceeding for specific performance against the Guarantor to perform any obligation imposed on the Guarantor hereunder, (C) recourse to or liability of the Guarantor for any fraud committed by the Guarantor or material misrepresentation by the Guarantor in any Loan Document to which the Guarantor is a party, or (D) the obligations of the Guarantor under any Loan Document which obligations are either directly in favor of any Agent or any Lender or have been assigned to any Agent or any Lender, each of which may be enforced by and for the benefit of the Agents and Lenders, and (ii) the Guarantor shall have (A) full liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any act (or omission to act) constituting fraud or willful misconduct on the part of the Guarantor that impairs the Agents’ and the Lenders’ ability to be repaid under the Loan Documents occurs, or (y) the Guarantor authorizes, approves, participates in or assists the Borrower or the Originator in commencing a voluntary or involuntary case under the Bankruptcy Code or any other Insolvency Proceeding, and (B) liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any Collections are not promptly deposited directly into the Collection Account (other than Collections (i) delivered to the Servicer pursuant to the Servicing Agreement or (ii) inadvertently deposited into an account of the Originator or any Affiliate and promptly removed from such account and deposited into the Collection Account); providedCredit Agreement, that in the case of this clause (B)(x), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the Collections not promptly deposited directly into the Collection Account or (y) the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or Contingent Collateral Value Policy shall refer any claim to the Collateral Value Insurer or Contingent Collateral Value Insurer knowing the same to be fraudulent and at the time, the Borrower is not owned by a Lender or its Affiliates; provided, that in the case of this clause (B)(y), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such fraudulent claim and shall only arise if the action involved was taken by the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or the Contingent Collateral Value Policy or (z) the applicable Premium Finance Borrower, the Originator or the Borrower ceases to be the legal owner of a Covered Policy (as defined in the Collateral Value Policy or Contingent Collateral Value Policy) and the Guarantor and/or an employee of Imperial and/or its Subsidiaries (collectively, the “Guarantor Responsible Parties”), directly or indirectly, caused, or assisted another Person in, the transfer of legal title of such Covered Policy from the applicable Premium Finance Borrower, the Originator or the Borrower to another Person other than the Collateral Value Insurer or the Contingent Collateral Value Insurer (or a designee of the Collateral Value Insurer or the Contingent Collateral Value Insurer); provided, that in the case of this clause (B)(z), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such Covered Policy; provided further, and for greater clarity, in the case of this clause (B)(z), any transfer or change in legal ownership caused solely by a Person other than a Guarantor Responsible Party that is permitted by the Transaction Documents shall not result in liability or responsibility hereunder for the Guarantordemand. (c) Nothing in subsection (b) of this Section 2 shall limit or otherwise restrict in any manner the rights, powers and privileges of any Agent against the Guarantor under any other Loan Document to which the Guarantor is a party.

Guaranty. The Guarantors hereby jointly and severally unconditionally and irrevocably guarantee the full and prompt payment when due, whether at stated maturity, by acceleration or otherwise, of, and the performance of, (a) The Guarantor hereby (i) irrevocablythe Obligations, absolutely whether now or hereafter existing and unconditionally guarantees the prompt payment by the Borrowerwhether for principal, as and when due and payable (whether by scheduled maturityinterest, required prepaymentfees, acceleration, demand expenses or otherwise), of (b) all Obligations from time to time owing in respect of Swap Contracts owed to any Lender or any Affiliate of a Lender (provided at the Financing Agreement time of execution of the Swap Contract related to such Swap Obligations such Lender is a party to the Credit Agreement, herein called a “Guarantied Swap Contract”), (c) all obligations and liabilities of the Form of Guaranty Borrower or any other Loan DocumentParty owed to any Lender arising under or in connection with the Cash Management Obligations, whether for principal, interest (d) any and all out-of-pocket expenses (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding with respect to the Borrower, whether or not a claim for post-filing interest is allowed in such proceeding), fees, commissions, expense reimbursements, indemnifications or otherwise, expenses and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to the Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the U.S. Bankruptcy Code), and the due performance and observance by the Borrower of its other obligations now or hereafter existing in respect of the Loan Documents (the “Guaranteed Obligations”), and (ii) agrees to pay any and all expenses (including reasonable counsel fees and expensesexpenses of the Administrative Agent and the Lenders) incurred by any of the Agents and the Lenders Guarantied Parties in enforcing any rights under this Guaranty. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to Guaranty and (e) all present and future amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Agents and the Lenders under any Loan Document become due but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Credit Party. (b) Notwithstanding anything contained in this Guaranty, except as provided in clause (ii) of this Section 2(b) and Section 2(c), (x) the Guarantor shall not have any liability under this Guaranty for the payment or performance of the Guaranteed Obligations, (y) the Guarantor shall not have any obligation to expend its own funds in the performance operation of any provision of any Loan DocumentDebtor Relief Laws, and (z) no Agent nor any Lender shall obtain any deficiency judgment against the Guarantor with respect to any of the foregoing; provided, however, that: (i) nothing contained herein shall limit or otherwise restrict (A) any Agent’s or any Lender’s rights all present and remedies against any of the Collateral under any other Loan Document, either at law or equityfuture accrued and unpaid interest, including, without limitation, all post-petition interest if the Borrower or any rights Guarantor voluntarily or remedies with respect involuntarily becomes subject to any Debtor Relief Laws (the Equity Interests items set forth in clauses (a), (b), (c), and (e) immediately above being herein referred to as the “Guarantied Obligations”). Upon failure of the Borrower owned to pay any of the Guarantied Obligations when due after the giving by the GuarantorAdministrative Agent and/or the Lenders of any notice and the expiration of any applicable cure period in each case provided for in the Credit Agreement, other Loan Documents and Guarantied Swap Contracts (B) whether at stated maturity, by acceleration or otherwise), the Guarantors hereby further jointly and severally agree to promptly pay the same after the Guarantors’ receipt of notice from the Administrative Agent of the Borrower’s failure to pay the same, without any other demand or notice whatsoever, including without limitation, any notice having been given to any Guarantor of either the acceptance by the Guarantied Parties of this Guaranty or the creation or incurrence of any of the Guarantied Obligations. This Guaranty is an absolute guaranty of payment and performance of the Guarantied Obligations and not a guaranty of collection, meaning that it is not necessary for the Guarantied Parties, in order to enforce payment by the Guarantors, first or contemporaneously to accelerate payment of any of the Guarantied Obligations, to institute suit or exhaust any rights against any Loan Party, or to enforce any rights against any collateral. Notwithstanding anything herein, in any other Loan Document or in any Guarantied Swap Contract to the contrary, in any action or proceeding involving any state corporate law, or any Lender from bringing any actionstate or federal bankruptcy, suit insolvency, reorganization or proceeding for specific performance against other law affecting the Guarantor rights of creditors generally, if, as a result of applicable law relating to perform any obligation imposed on the Guarantor hereunderfraudulent conveyance or fraudulent transfer, (C) recourse to or liability including Section 548 of the Guarantor for any fraud committed by the Guarantor or material misrepresentation by the Guarantor in any Loan Document to which the Guarantor is a party, or (D) the obligations of the Guarantor under any Loan Document which obligations are either directly in favor of any Agent or any Lender or have been assigned to any Agent or any Lender, each of which may be enforced by and for the benefit of the Agents and Lenders, and (ii) the Guarantor shall have (A) full liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any act (or omission to act) constituting fraud or willful misconduct on the part of the Guarantor that impairs the Agents’ and the Lenders’ ability to be repaid under the Loan Documents occurs, or (y) the Guarantor authorizes, approves, participates in or assists the Borrower or the Originator in commencing a voluntary or involuntary case under the Bankruptcy Code or any applicable provisions of comparable state law (collectively, “Fraudulent Transfer Laws”), the obligations of any Guarantor under this Section 1 would otherwise, after giving effect to (a) all other Insolvency Proceedingliabilities of such Guarantor, contingent or otherwise, that are relevant under such Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Guarantor in respect of intercompany Debt to the Borrower to the extent that such Debt would be discharged in an amount equal to the amount paid by such Guarantor hereunder) and (Bb) liability and responsibility for to the Guaranteed Obligations and other obligations hereunder if value as assets of such Guarantor (xas determined under the applicable provisions of such Fraudulent Transfer Laws) of any Collections are not promptly deposited directly into the Collection Account (other than Collections rights of subrogation, contribution, reimbursement, indemnity or similar rights held by such Guarantor pursuant to (i) delivered to the Servicer pursuant to the Servicing Agreement or applicable requirements of Law, (ii) inadvertently deposited into Section 10 hereof or (iii) any other contractual obligations providing for an equitable allocation among such Guarantor and other Subsidiaries or Affiliates of the Borrower of obligations arising under this Guaranty or other guaranties of the Obligations by such parties, be held or determined to be void, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the Originator amount of its liability under this Section 1, then the amount of such liability shall, without any further action by such Guarantor, any Lender, the Administrative Agent or any Affiliate other Person, be automatically limited and promptly removed from such account and deposited into the Collection Account); provided, that in the case of this clause (B)(x), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the Collections not promptly deposited directly into the Collection Account or (y) the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or Contingent Collateral Value Policy shall refer any claim reduced to the Collateral Value Insurer or Contingent Collateral Value Insurer knowing the same to be fraudulent Form of Guaranty highest amount that is valid and at the time, the Borrower is enforceable and not owned by a Lender or its Affiliates; provided, that in the case of this clause (B)(y), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating subordinated to the applicable Coverage Certificate related to claims of other creditors as determined in such fraudulent claim and shall only arise if the action involved was taken by the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or the Contingent Collateral Value Policy or (z) the applicable Premium Finance Borrower, the Originator or the Borrower ceases to be the legal owner of a Covered Policy (as defined in the Collateral Value Policy or Contingent Collateral Value Policy) and the Guarantor and/or an employee of Imperial and/or its Subsidiaries (collectively, the “Guarantor Responsible Parties”), directly or indirectly, caused, or assisted another Person in, the transfer of legal title of such Covered Policy from the applicable Premium Finance Borrower, the Originator or the Borrower to another Person other than the Collateral Value Insurer or the Contingent Collateral Value Insurer (or a designee of the Collateral Value Insurer or the Contingent Collateral Value Insurer); provided, that in the case of this clause (B)(z), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such Covered Policy; provided further, and for greater clarity, in the case of this clause (B)(z), any transfer or change in legal ownership caused solely by a Person other than a Guarantor Responsible Party that is permitted by the Transaction Documents shall not result in liability or responsibility hereunder for the Guarantorproceeding. (c) Nothing in subsection (b) of this Section 2 shall limit or otherwise restrict in any manner the rights, powers and privileges of any Agent against the Guarantor under any other Loan Document to which the Guarantor is a party.

Guaranty. (a) The Guarantor In order to induce the Administrative Agent, the Issuing Lenders and the Lenders to enter into this Agreement and to extend credit hereunder, and in recognition of the direct benefits to be received by the Borrower from the proceeds of the Revolving Loans and the issuance of the Letters of Credit, the Guarantors hereby (i) irrevocably, absolutely agree with the Guaranteed Creditors as follows: the Guarantors hereby and unconditionally guarantees and irrevocably guarantee to the Guaranteed Creditors, as primary obligor and not merely as surety, the full and prompt payment by when due, whether upon maturity, acceleration or otherwise, of any and all of the Borrower, as and when Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Guaranteed Obligations becomes due and payable (whether by scheduled maturityhereunder, required prepaymentthe Guarantors, accelerationunconditionally and irrevocably, demand or otherwise), of all Obligations from time promise to time owing in respect of the Financing Agreement or any other Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding with respect pay such indebtedness to the BorrowerAdministrative Agent and/or the other Guaranteed Creditors, whether or not a claim for post-filing interest is allowed in such proceeding)order, feeson demand, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding together with respect to the Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the U.S. Bankruptcy Code), and the due performance and observance by the Borrower of its other obligations now or hereafter existing in respect of the Loan Documents (the “Guaranteed Obligations”), and (ii) agrees to pay any and all reasonable documented out-of-pocket expenses (including reasonable counsel fees and expenses) which may be incurred by the Agents Administrative Agent and the Lenders other Guaranteed Creditors in enforcing collecting any rights under this Guaranty. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all Guaranteed Obligations. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts that constitute part received in payment or on account of any of the Guaranteed Obligations and would be owed by the Borrower to the Agents and the Lenders under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Credit Party. (b) Notwithstanding anything contained in this Guaranty, except as provided in clause (ii) of this Section 2(b) and Section 2(c), (x) the Guarantor shall not have any liability under this Guaranty for the payment or performance of the Guaranteed Obligations, (y) the Guarantor shall not have any obligation to expend its own funds in the performance of any provision of any Loan Document, and (z) no Agent nor any Lender shall obtain any deficiency judgment against the Guarantor with respect to any of the foregoing; provided, however, that: aforesaid payees repays all or part of said amount by reason of (i) nothing contained herein shall limit any judgment, decree or otherwise restrict (A) order of any Agent’s court or administrative body having jurisdiction over such payee or any Lender’s rights and remedies against any of the Collateral under any other Loan Document, either at law or equity, including, without limitation, any rights or remedies with respect to the Equity Interests of the Borrower owned by the Guarantor, (B) the Agent or any Lender from bringing any action, suit or proceeding for specific performance against the Guarantor to perform any obligation imposed on the Guarantor hereunder, (C) recourse to or liability of the Guarantor for any fraud committed by the Guarantor or material misrepresentation by the Guarantor in any Loan Document to which the Guarantor is a party, or (D) the obligations of the Guarantor under any Loan Document which obligations are either directly in favor of any Agent or any Lender or have been assigned to any Agent or any Lender, each of which may be enforced by and for the benefit of the Agents and Lenders, and (ii) the Guarantor shall have (A) full liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any act (or omission to act) constituting fraud or willful misconduct on the part of the Guarantor that impairs the Agents’ and the Lenders’ ability to be repaid under the Loan Documents occurs, or (y) the Guarantor authorizes, approves, participates in or assists the Borrower or the Originator in commencing a voluntary or involuntary case under the Bankruptcy Code or any other Insolvency Proceeding, and (B) liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any Collections are not promptly deposited directly into the Collection Account (other than Collections (i) delivered to the Servicer pursuant to the Servicing Agreement its property or (ii) inadvertently deposited into an account any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower), then and in such event the Guarantors agree that any such judgment, decree, order, settlement or compromise shall be binding upon the Guarantors, notwithstanding any revocation of this Guaranty or other instrument evidencing any liability of the Originator or any Affiliate Borrower, and promptly removed from such account the Guarantors shall be and deposited into the Collection Account); provided, that in the case of this clause (B)(x), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the Collections not promptly deposited directly into the Collection Account or (y) the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or Contingent Collateral Value Policy shall refer any claim remain liable to the Collateral Value Insurer or Contingent Collateral Value Insurer knowing the same to be fraudulent and at the time, the Borrower is not owned by a Lender or its Affiliates; provided, that in the case of this clause (B)(y), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such fraudulent claim and shall only arise if the action involved was taken by the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or the Contingent Collateral Value Policy or (z) the applicable Premium Finance Borrower, the Originator or the Borrower ceases to be the legal owner of a Covered Policy (as defined in the Collateral Value Policy or Contingent Collateral Value Policy) and the Guarantor and/or an employee of Imperial and/or its Subsidiaries (collectively, the “Guarantor Responsible Parties”), directly or indirectly, caused, or assisted another Person in, the transfer of legal title of such Covered Policy from the applicable Premium Finance Borrower, the Originator or the Borrower to another Person other than the Collateral Value Insurer or the Contingent Collateral Value Insurer (or a designee of the Collateral Value Insurer or the Contingent Collateral Value Insurer); provided, that in the case of this clause (B)(z), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such Covered Policy; provided further, and for greater clarity, in the case of this clause (B)(z), any transfer or change in legal ownership caused solely by a Person other than a Guarantor Responsible Party that is permitted by the Transaction Documents shall not result in liability or responsibility aforesaid payees hereunder for the Guarantoramount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee. (c) Nothing in subsection (b) of this Section 2 shall limit or otherwise restrict in any manner the rights, powers and privileges of any Agent against the Guarantor under any other Loan Document to which the Guarantor is a party.

Guaranty. (a) The Guarantor In order to induce the Administrative Agent, the Collateral Agent, the Issuing Banks and the Lenders to enter into this Agreement and to extend credit hereunder, and to induce the other Guaranteed Creditors to enter into Hedge Obligations and Cash Management Obligations with one or more Loan Parties and in recognition of the direct benefits to be received by Holdings from the proceeds of the Loans, the issuance of the Letters of Credit and the entering into of such Hedge Obligations and Cash Management Obligations, Holdings hereby (i) irrevocably, absolutely agrees with the Guaranteed Creditors as follows: Holdings hereby unconditionally and unconditionally irrevocably guarantees as primary obligor and not merely as surety the full and prompt payment by when due, whether upon maturity, acceleration or otherwise, of any and all of the Borrower, as and when Guaranteed Obligations of the Borrower to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of the Borrower to the Guaranteed Creditors become due and payable (whether by scheduled maturityhereunder, required prepaymentHoldings, accelerationunconditionally and irrevocably, demand or otherwise), of all Obligations from time promises to time owing in respect of the Financing Agreement or any other Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding with respect pay such Indebtedness to the BorrowerAdministrative Agent and/or the other Guaranteed Creditors, whether or not a claim for post-filing interest is allowed in such proceeding)order, feespromptly upon written demand, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding together with respect to the Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the U.S. Bankruptcy Code), and the due performance and observance by the Borrower of its other obligations now or hereafter existing in respect of the Loan Documents (the “Guaranteed Obligations”), and (ii) agrees to pay any and all actual reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) which may be incurred by the Agents Administrative Agent and the Lenders other Guaranteed Creditors in enforcing collecting any rights under this Guaranty. Without limiting the generality of the foregoing, Guaranteed Obligations in each case to the Guarantor’s liability shall extend extent reimbursable pursuant to all Section 9.05. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts that constitute part received in payment or on account of any of the Guaranteed Obligations and would be owed by the Borrower to the Agents and the Lenders under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Credit Party. (b) Notwithstanding anything contained in this Guaranty, except as provided in clause (ii) of this Section 2(b) and Section 2(c), (x) the Guarantor shall not have any liability under this Guaranty for the payment or performance of the Guaranteed Obligations, (y) the Guarantor shall not have any obligation to expend its own funds in the performance of any provision of any Loan Document, and (z) no Agent nor any Lender shall obtain any deficiency judgment against the Guarantor with respect to any of the foregoing; provided, however, that: aforesaid payees repays all or part of said amount by reason of (i) nothing contained herein shall limit any judgment, decree or otherwise restrict (A) order of any Agent’s court or administrative body having jurisdiction over such payee or any Lender’s rights and remedies against any of the Collateral under any other Loan Document, either at law or equity, including, without limitation, any rights or remedies with respect to the Equity Interests of the Borrower owned by the Guarantor, (B) the Agent or any Lender from bringing any action, suit or proceeding for specific performance against the Guarantor to perform any obligation imposed on the Guarantor hereunder, (C) recourse to or liability of the Guarantor for any fraud committed by the Guarantor or material misrepresentation by the Guarantor in any Loan Document to which the Guarantor is a party, or (D) the obligations of the Guarantor under any Loan Document which obligations are either directly in favor of any Agent or any Lender or have been assigned to any Agent or any Lender, each of which may be enforced by and for the benefit of the Agents and Lenders, and (ii) the Guarantor shall have (A) full liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any act (or omission to act) constituting fraud or willful misconduct on the part of the Guarantor that impairs the Agents’ and the Lenders’ ability to be repaid under the Loan Documents occurs, or (y) the Guarantor authorizes, approves, participates in or assists the Borrower or the Originator in commencing a voluntary or involuntary case under the Bankruptcy Code or any other Insolvency Proceeding, and (B) liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any Collections are not promptly deposited directly into the Collection Account (other than Collections (i) delivered to the Servicer pursuant to the Servicing Agreement its property or (ii) inadvertently deposited into an account any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or other instrument evidencing any liability of the Originator or any Affiliate Borrower, and promptly removed from such account Holdings shall be and deposited into the Collection Account); provided, that in the case of this clause (B)(x), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the Collections not promptly deposited directly into the Collection Account or (y) the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or Contingent Collateral Value Policy shall refer any claim remain liable to the Collateral Value Insurer or Contingent Collateral Value Insurer knowing the same to be fraudulent and at the time, the Borrower is not owned by a Lender or its Affiliates; provided, that in the case of this clause (B)(y), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such fraudulent claim and shall only arise if the action involved was taken by the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or the Contingent Collateral Value Policy or (z) the applicable Premium Finance Borrower, the Originator or the Borrower ceases to be the legal owner of a Covered Policy (as defined in the Collateral Value Policy or Contingent Collateral Value Policy) and the Guarantor and/or an employee of Imperial and/or its Subsidiaries (collectively, the “Guarantor Responsible Parties”), directly or indirectly, caused, or assisted another Person in, the transfer of legal title of such Covered Policy from the applicable Premium Finance Borrower, the Originator or the Borrower to another Person other than the Collateral Value Insurer or the Contingent Collateral Value Insurer (or a designee of the Collateral Value Insurer or the Contingent Collateral Value Insurer); provided, that in the case of this clause (B)(z), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such Covered Policy; provided further, and for greater clarity, in the case of this clause (B)(z), any transfer or change in legal ownership caused solely by a Person other than a Guarantor Responsible Party that is permitted by the Transaction Documents shall not result in liability or responsibility aforesaid payees hereunder for the Guarantoramount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee. (c) Nothing in subsection (b) of this Section 2 shall limit or otherwise restrict in any manner the rights, powers and privileges of any Agent against the Guarantor under any other Loan Document to which the Guarantor is a party.

Guaranty. (a) The Each Guarantor hereby unconditionally and irrevocably guarantees to the Administrative Agent, each Lender, each Swing Line Lender, each L/C Issuer and each other Person from time to time holding or owed payment with respect to the Guaranteed Obligations (icollectively, the “Guarantee Beneficiaries”) irrevocably, absolutely the full and unconditionally guarantees the prompt payment by the Borrowerwhen due, as and when due and payable (whether by scheduled at stated maturity, by required prepayment, upon acceleration, demand or otherwise), and at all times thereafter, of the Guaranteed Obligations and the punctual performance of all Obligations from time to time owing in respect of the Financing terms contained in the Loan Documents. This Guaranty is a guaranty of payment and performance and is not merely a guaranty of collection. As used herein, the term “Guaranteed Obligations” means any and all existing and future Obligations which may be payable by the Borrowers to the Guarantee Beneficiaries under the Credit Agreement or and any other Loan DocumentDocument (and, whether for principalin each case, interest including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by any Guarantee Beneficiary in connection with the collection or enforcement thereof (includingin each case, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding with respect to the Borrower, whether or not a claim for post-filing interest is allowed in such proceedingextent required to be paid under the Credit Agreement), fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to the Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the U.S. Bankruptcy Code), and the due performance and observance by the Borrower of its other obligations now or hereafter existing in respect of the Loan Documents (the “Guaranteed Obligations”), and (ii) agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents and the Lenders in enforcing any rights under this Guaranty. Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any such indebtedness, obligations, and liabilities which may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against any Guarantor’s liability , any Borrower or any other guarantor under any Debtor Relief Law, and shall extend include interest that accrues after the commencement by or against any Borrower of any proceeding under any Debtor Relief Laws. Anything contained herein to all amounts the contrary notwithstanding, the obligations of any individual Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that constitute part would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state law. Without limiting the generality of the foregoing unconditional guarantee, for the avoidance of doubt, this Guaranty shall in no manner be released, discharged or otherwise affected or limited by (a) any waiver, modification or amendment of, or supplement to, any documentation governing the Guarantee Obligations, including the Credit Agreement and the other Loan Documents, (b) any change in the corporate existence, structure or ownership of (x) any Borrower, any Guarantor or any other guarantor of the Guaranteed Obligations and would be owed by the Borrower to the Agents and the Lenders under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Credit Party. (b) Notwithstanding anything contained in this Guaranty, except as provided in clause (ii) of this Section 2(b) and Section 2(c), (x) the Guarantor shall not have any liability under this Guaranty for the payment or performance of the Guaranteed Obligations, (y) the Guarantor shall not have any obligation to expend its own funds in the performance of any provision of any Loan Document, and (z) no Agent nor any Lender shall obtain any deficiency judgment against the Guarantor with respect to any of the foregoing; provided, however, that: (i) nothing contained herein shall limit or otherwise restrict (A) any Agent’s or any Lender’s rights and remedies against any of the Collateral under any other Loan Document, either at law or equity, including, without limitation, any rights or remedies with respect to the Equity Interests of the Borrower owned by the Guarantor, (B) the Agent or any Lender from bringing any action, suit or proceeding for specific performance against the Guarantor to perform any obligation imposed on the Guarantor hereunder, (C) recourse to or liability of the Guarantor for any fraud committed by the Guarantor or material misrepresentation by the Guarantor in any Loan Document to which the Guarantor is a party, or (D) the obligations of the Guarantor under any Loan Document which obligations are either directly in favor of any Agent or any Lender or have been assigned to any Agent or any Lender, each of which may be enforced by and for the benefit of the Agents and Lenders, and (ii) the Guarantor shall have (A) full liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any act (or omission to act) constituting fraud or willful misconduct on the part of the Guarantor that impairs the Agents’ and the Lenders’ ability to be repaid under the Loan Documents occurs, or (y) any Guarantee Beneficiary, (c) the existence of any claim, set-off or other rights which any Guarantor authorizesmay have at any time against any Borrower, approves, participates in or assists the Borrower or the Originator in commencing a voluntary or involuntary case under the Bankruptcy Code any Guarantee Beneficiary or any other Insolvency Proceedingentity, and (B) liability and responsibility for whether in connection with the Guaranteed Obligations and other obligations hereunder if (x) any Collections are not promptly deposited directly into the Collection Account (other than Collections (i) delivered to the Servicer pursuant to the Servicing Agreement Loan Documents or (ii) inadvertently deposited into an account of the Originator or any Affiliate and promptly removed from such account and deposited into the Collection Account)with unrelated transactions; provided, that in the case of this clause (B)(x), such liability and responsibility of the Guarantor c) shall not exceed prevent the aggregate amount assertion of the Collections not promptly deposited directly into the Collection Account such claim by separate suit or in a compulsory counterclaim, (yd) the Guarantor and/or an agent any invalidity or employee of Imperial and/or its Subsidiaries unenforceability relating to or against any Person appointed by the Borrower to perform for any duties on behalf of the Borrower in connection with the Collateral Value Policy or Contingent Collateral Value Policy shall refer any claim to the Collateral Value Insurer or Contingent Collateral Value Insurer knowing the same to be fraudulent and at the time, the Borrower is not owned by a Lender or its Affiliates; provided, that in the case of this clause (B)(y), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss reason relating to the applicable Coverage Certificate related to such fraudulent claim and shall only arise if the action involved was taken by the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries Loan Documents or any Person appointed other provision of applicable law or regulation purporting to prohibit the payment by the Borrower to perform any duties on behalf Borrower, any Guarantor or any other guarantor of the Borrower in connection with the Collateral Value Policy or the Contingent Collateral Value Policy any Guaranteed Obligations or (ze) the applicable Premium Finance any other act or omission to act or delay of any kind by any Borrower, the Originator any Guarantee Beneficiary or the Borrower ceases to be the legal owner of a Covered Policy (as defined in the Collateral Value Policy or Contingent Collateral Value Policy) and the Guarantor and/or an employee of Imperial and/or its Subsidiaries (collectively, the “Guarantor Responsible Parties”), directly or indirectly, caused, or assisted another Person in, the transfer of legal title of such Covered Policy from the applicable Premium Finance Borrower, the Originator or the Borrower to another Person other than the Collateral Value Insurer or the Contingent Collateral Value Insurer (or a designee of the Collateral Value Insurer or the Contingent Collateral Value Insurer); provided, that in the case of this clause (B)(z), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such Covered Policy; provided further, and for greater clarity, in the case of this clause (B)(z), any transfer or change in legal ownership caused solely by a Person other than a Guarantor Responsible Party that is permitted by the Transaction Documents shall not result in liability or responsibility hereunder for the Guarantor. (c) Nothing in subsection (b) of this Section 2 shall limit or otherwise restrict in any manner the rights, powers and privileges of any Agent against the Guarantor under any other Loan Document to which the Guarantor is a partyperson.

Guaranty. (a) The Guarantor hereby (i) irrevocably, absolutely irrevocably and unconditionally guarantees the prompt punctual payment when due, in lawful money of the United States of America, or in another currency as provided for in Section 3.2(a) of the Credit Agreement (the “Obligation Currency”), whether at stated maturity, by acceleration or otherwise, of the Loans, L/C Obligations, and all other Obligations owing by the BorrowerBorrower to the Lenders, as the Administrative Agent and when due and payable (whether by scheduled maturitythe Issuing Banks, required prepayment, acceleration, demand or otherwise), of all Obligations from time to time owing in respect of the Financing Agreement or any of them, under the Credit Agreement, the Notes, and the other Loan DocumentCredit Documents, including all renewals, extensions, modifications and refinancings thereof, now or hereafter owing, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding with respect to the Borrower, whether or not a claim for post-filing interest is allowed in such proceeding)interest, fees, commissions, expense reimbursements, indemnifications expenses or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to the Borrower and all reasonable out-of-pocket expenses (notwithstanding the operation of the automatic stay under Section 362(aincluding reasonable attorneys’ fees and expenses) of the U.S. Bankruptcy Code), and the due performance and observance incurred by the Borrower of its other obligations now Lenders, the Issuing Banks or hereafter existing the Administrative Agent in respect of the Loan Documents enforcing any rights under this Guaranty (collectively, the “Guaranteed Obligations”), and (ii) agrees to pay including without limitation, all interest which, but for the filing of a petition in bankruptcy, would accrue on any principal portion of the Guaranteed Obligations. Any and all expenses (including reasonable counsel fees and expenses) incurred payments by the Agents Guarantor hereunder shall be made in the Obligation Currency free and the Lenders clear of and without deduction for any set-off, counterclaim, or withholding so that, in enforcing each case, each Guaranteed Party will receive, after giving effect to any rights under this Guaranty. Without limiting the generality of the foregoingTaxes (other than Excluded Taxes), the Guarantor’s liability shall extend full amount, in the Obligation Currency, that it would otherwise be entitled to all receive with respect to the Guaranteed Obligations (but without duplication of amounts for Taxes already included in the Guaranteed Obligations). The Guarantor acknowledges and agrees that constitute part this is a guarantee of payment when due, and not of collection, and that this Guaranty may be enforced up to the full amount of the Guaranteed Obligations and would be owed by without proceeding against the Borrower to Borrower, against any security for the Agents and the Lenders Guaranteed Obligations, or under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving other guaranty covering any Credit Party. (b) Notwithstanding anything contained in this Guaranty, except as provided in clause (ii) of this Section 2(b) and Section 2(c), (x) the Guarantor shall not have any liability under this Guaranty for the payment or performance portion of the Guaranteed Obligations, (y) the Guarantor shall not have any obligation to expend its own funds in the performance of any provision of any Loan Document, and (z) no Agent nor any Lender shall obtain any deficiency judgment against the Guarantor with respect to any of the foregoing; provided, however, that: (i) nothing contained herein shall limit or otherwise restrict (A) any Agent’s or any Lender’s rights and remedies against any of the Collateral under any other Loan Document, either at law or equity, including, without limitation, any rights or remedies with respect to the Equity Interests of the Borrower owned by the Guarantor, (B) the Agent or any Lender from bringing any action, suit or proceeding for specific performance against the Guarantor to perform any obligation imposed on the Guarantor hereunder, (C) recourse to or liability of the Guarantor for any fraud committed by the Guarantor or material misrepresentation by the Guarantor in any Loan Document to which the Guarantor is a party, or (D) the obligations of the Guarantor under any Loan Document which obligations are either directly in favor of any Agent or any Lender or have been assigned to any Agent or any Lender, each of which may be enforced by and for the benefit of the Agents and Lenders, and (ii) the Guarantor shall have (A) full liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any act (or omission to act) constituting fraud or willful misconduct on the part of the Guarantor that impairs the Agents’ and the Lenders’ ability to be repaid under the Loan Documents occurs, or (y) the Guarantor authorizes, approves, participates in or assists the Borrower or the Originator in commencing a voluntary or involuntary case under the Bankruptcy Code or any other Insolvency Proceeding, and (B) liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any Collections are not promptly deposited directly into the Collection Account (other than Collections (i) delivered to the Servicer pursuant to the Servicing Agreement or (ii) inadvertently deposited into an account of the Originator or any Affiliate and promptly removed from such account and deposited into the Collection Account); provided, that in the case of this clause (B)(x), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the Collections not promptly deposited directly into the Collection Account or (y) the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or Contingent Collateral Value Policy shall refer any claim to the Collateral Value Insurer or Contingent Collateral Value Insurer knowing the same to be fraudulent and at the time, the Borrower is not owned by a Lender or its Affiliates; provided, that in the case of this clause (B)(y), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such fraudulent claim and shall only arise if the action involved was taken by the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or the Contingent Collateral Value Policy or (z) the applicable Premium Finance Borrower, the Originator or the Borrower ceases to be the legal owner of a Covered Policy (as defined in the Collateral Value Policy or Contingent Collateral Value Policy) and the Guarantor and/or an employee of Imperial and/or its Subsidiaries (collectively, the “Guarantor Responsible Parties”), directly or indirectly, caused, or assisted another Person in, the transfer of legal title of such Covered Policy from the applicable Premium Finance Borrower, the Originator or the Borrower to another Person other than the Collateral Value Insurer or the Contingent Collateral Value Insurer (or a designee of the Collateral Value Insurer or the Contingent Collateral Value Insurer); provided, that in the case of this clause (B)(z), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such Covered Policy; provided further, and for greater clarity, in the case of this clause (B)(z), any transfer or change in legal ownership caused solely by a Person other than a Guarantor Responsible Party that is permitted by the Transaction Documents shall not result in liability or responsibility hereunder for the Guarantor. (c) Nothing in subsection (b) of this Section 2 shall limit or otherwise restrict in any manner the rights, powers and privileges of any Agent against the Guarantor under any other Loan Document to which the Guarantor is a party.

Guaranty. To induce the Guaranteed Parties to enter into the Agreement and Plan of Merger, dated as of the date hereof (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Agreement”) entered into concurrently herewith by and among the Guaranteed Parties, Eagle Parent Holdings L.P., a Delaware limited partnership, (“Parent”), Eagle Merger Sub 1 Corporation, a Delaware corporation (“MergerCo 1”), and Eagle Merger Sub 2 Corporation, a Delaware corporation (“MergerCo 2”), the Guarantor absolutely, irrevocably and unconditionally guarantees to the Guaranteed Parties, on the terms and subject to the conditions set forth herein, the due and punctual observance, performance and discharge of 50% of (a) The Guarantor hereby the payment obligations of Parent with respect to the Parent Termination Fee, (b) the payment obligations of Parent under Section 7.17 of the Agreement, (c) the payment obligations of Parent under the last sentence of Section 7.11(d) of the Agreement, and (d) the payment obligations of Parent under the final sentence of Section 9.2(d) of the Agreement, in each case, subject to the terms and limitations of the Agreement (collectively, the “Obligations”). In no event shall the Guarantor’s aggregate liability under this Guaranty exceed the sum of (i) irrevocably$150,000,000.00 and (ii) the amount of all costs and expenses provided under Section 4 hereof (collectively, absolutely the “Cap”). The parties agree that this Guaranty may not be enforced against the Guarantor without giving effect to the Cap. The Guaranteed Parties agree that in no event shall the Guarantor be required to pay to the Guaranteed Parties under, in respect of, or in connection with this Guaranty or the Agreement or the transactions contemplated thereby any amounts other than as expressly set forth herein. All payments hereunder shall be made in lawful money of the United States, in immediately available funds. Each capitalized term used and unconditionally guarantees not defined herein and the prompt payment by terms “affiliate” and “person” shall have the Borrower, as and meanings ascribed to them in the Agreement. If Parent fails to discharge any of the Obligations when due and payable (whether by scheduled maturityor not any bankruptcy, required prepayment, acceleration, demand insolvency or otherwisesimilar proceeding shall have stayed the accrual or collection of any of such obligations or operated as a discharge thereof), of all Obligations the Guaranteed Parties may at any time and from time to time owing in respect until the termination of this Guaranty pursuant to Section 9 hereof, at the Financing Agreement or any other Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding with respect to the Borrower, whether or not a claim for post-filing interest is allowed in such proceeding), fees, commissions, expense reimbursements, indemnifications or otherwiseGuaranteed Parties’ option, and whether accruing before or subsequent so long as Parent has failed to the commencement perform any of any Insolvency Proceeding with respect to the Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the U.S. Bankruptcy Code)such Obligations, and the due performance and observance by the Borrower of its other obligations now or hereafter existing in respect of the Loan Documents (the “Guaranteed Obligations”), and (ii) agrees to pay take any and all expenses (including reasonable counsel fees and expenses) incurred by actions available hereunder to enforce the Agents and Obligations, subject to the Lenders in enforcing any rights under this GuarantyCap. Without limiting the generality In furtherance of the foregoing, the Guarantor’s liability shall extend to all amounts Guarantor acknowledges that constitute part of the Guaranteed Obligations Parties may, in their sole discretion, bring and would be owed by the Borrower to the Agents and the Lenders under any Loan Document but for the fact that they are unenforceable prosecute a separate action or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Credit Party. (b) Notwithstanding anything contained in this Guaranty, except as provided in clause (ii) of this Section 2(b) and Section 2(c), (x) the Guarantor shall not have any liability under this Guaranty for the payment or performance of the Guaranteed Obligations, (y) the Guarantor shall not have any obligation to expend its own funds in the performance of any provision of any Loan Document, and (z) no Agent nor any Lender shall obtain any deficiency judgment actions against the Guarantor with respect to any of the foregoing; provided, however, that: (i) nothing contained herein shall limit or otherwise restrict (A) any Agent’s or any Lender’s rights and remedies against any of the Collateral under any other Loan Document, either at law or equity, including, without limitation, any rights or remedies with respect to the Equity Interests of the Borrower owned by the Guarantor, (B) the Agent or any Lender from bringing any action, suit or proceeding for specific performance against the Guarantor to perform any obligation imposed on the Guarantor hereunder, (C) recourse to or liability of the Guarantor for any fraud committed by the Guarantor or material misrepresentation by the Guarantor in any Loan Document to which the Guarantor is a party, or (D) the obligations of the Guarantor under any Loan Document which obligations are either directly in favor of any Agent or any Lender or have been assigned to any Agent or any Lender, each of which may be enforced by and for the benefit of the Agents and Lenders, and (ii) the Guarantor shall have (A) full liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any act (or omission to act) constituting fraud or willful misconduct on the part of the Guarantor that impairs the Agents’ and the Lenders’ ability to be repaid under the Loan Documents occurs, or (y) the Guarantor authorizes, approves, participates in or assists the Borrower or the Originator in commencing a voluntary or involuntary case under the Bankruptcy Code or any other Insolvency Proceeding, and (B) liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any Collections are not promptly deposited directly into the Collection Account (other than Collections (i) delivered to the Servicer pursuant to the Servicing Agreement or (ii) inadvertently deposited into an account of the Originator or any Affiliate and promptly removed from such account and deposited into the Collection Account); provided, that in the case of this clause (B)(x), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the Collections not promptly deposited directly into the Collection Account or (y) the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf Guarantor’s liabilities hereunder in respect of the Borrower in connection with the Collateral Value Policy or Contingent Collateral Value Policy shall refer any claim Obligations (subject to the Collateral Value Insurer or Contingent Collateral Value Insurer knowing the same to be fraudulent and at the time, the Borrower is not owned by a Lender or its Affiliates; provided, that in the case of this clause (B)(yCap), such liability and responsibility regardless of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such fraudulent claim and shall only arise if the whether an action involved was taken by the Guarantor and/or an agent is brought against Parent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or the Contingent Collateral Value Policy or (z) the applicable Premium Finance Borrower, the Originator or the Borrower ceases to be the legal owner of a Covered Policy (as defined in the Collateral Value Policy or Contingent Collateral Value Policy) and the Guarantor and/or an employee of Imperial and/or its Subsidiaries (collectively, the “Guarantor Responsible Parties”), directly or indirectly, caused, or assisted another Person in, the transfer of legal title of such Covered Policy from the applicable Premium Finance Borrower, the Originator or the Borrower to another Person other than the Collateral Value Insurer or the Contingent Collateral Value Insurer (or a designee of the Collateral Value Insurer or the Contingent Collateral Value Insurer); provided, that in the case of this clause (B)(z), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such Covered Policy; provided further, and for greater clarity, in the case of this clause (B)(z), any transfer or change in legal ownership caused solely by a Person other than a Guarantor Responsible Party that whether Parent is permitted by the Transaction Documents shall not result in liability or responsibility hereunder for the Guarantor. (c) Nothing in subsection (b) of this Section 2 shall limit or otherwise restrict joined in any manner the rights, powers and privileges of any Agent against the Guarantor under any other Loan Document to which the Guarantor is a partysuch action or actions.

Guaranty. (a) The Subject to the provisions of subsection 2.1(b), the Guarantor hereby (i) hereby, jointly and severally, unconditionally and irrevocably, absolutely guarantees to the Agent and unconditionally guarantees the Guaranteed Creditors and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower, as and Borrower when due and payable (whether by scheduled at the stated maturity, required prepayment, acceleration, demand by acceleration or otherwise), of all Obligations from time to time owing in respect ) of the Financing Agreement Borrower’s Obligations up to but not exceeding the amount of the loan obligations plus interest and costs of enforcement. (b) Anything herein or in any other Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding with respect Document to the Borrowercontrary notwithstanding, whether or not a claim for post-filing interest is allowed the maximum liability of the Guarantor hereunder and under the other Loan Documents shall in such proceeding), fees, commissions, expense reimbursements, indemnifications or otherwise, no event exceed the amount which can be guaranteed by the Guarantor under applicable federal and whether accruing before or subsequent state laws relating to the commencement insolvency of any Insolvency Proceeding with respect to the Borrower debtors. (notwithstanding the operation of the automatic stay under Section 362(ac) of the U.S. Bankruptcy Code), and the due performance and observance by the Borrower of its other obligations now or hereafter existing in respect of the Loan Documents (the “Guaranteed Obligations”), and (ii) The Guarantor further agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents and the Lenders in enforcing any rights under this Guaranty. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Agents and the Lenders under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Credit Party. (b) Notwithstanding anything contained in this Guaranty, except as provided in clause (ii) of this Section 2(b) and Section 2(c), (x) the Guarantor shall not have any liability under this Guaranty for the payment or performance of the Guaranteed Obligations, (y) the Guarantor shall not have any obligation to expend its own funds in the performance of any provision of any Loan Document, and (z) no Agent nor any Lender shall obtain any deficiency judgment against the Guarantor with respect to any of the foregoing; provided, however, that: (i) nothing contained herein shall limit or otherwise restrict (A) any Agent’s or any Lender’s rights and remedies against any of the Collateral under any other Loan Document, either at law or equity, including, without limitation, any rights all reasonable fees and disbursements of counsel) which may be paid or remedies with respect to the Equity Interests of the Borrower owned incurred by the Guarantor, (B) the Agent or any Lender from bringing Guaranteed Creditor in enforcing, or obtaining advice of counsel in respect of, any actionrights with respect to, suit or proceeding for specific performance against collecting, any or all of the Borrower’s Obligations and/or enforcing any rights with respect to, or collecting against, the Guarantor under this Guaranty. This Guaranty shall remain in full force and effect until the Borrower’s Obligations are paid in full, notwithstanding that from time to perform time prior thereto no amounts may be outstanding under the Credit Agreement. (d) The Guarantor agrees that the Borrower’s Obligations may at any obligation imposed on time and from time to time exceed the Guarantor hereunder, (C) recourse to or amount of the liability of the Guarantor for hereunder without impairing this Guaranty or affecting the rights and remedies of the Agent or any fraud committed Guaranteed Creditor hereunder. (e) No payment or payments made by the Guarantor Borrower, the Guarantor, any other guarantor or material misrepresentation any other Person or received or collected by the Guarantor Agent or any Guaranteed Creditor from the Borrower, the Guarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in any Loan Document reduction of or in payment of the Borrower’s Obligations shall be deemed to which modify, reduce, release or otherwise affect the Guarantor is a party, or (D) the obligations liability of the Guarantor under hereunder which shall, notwithstanding any Loan Document which obligations are either directly in favor of any Agent such payment or any Lender or have been assigned to any Agent or any Lender, each of which may be enforced payments (other than payments made by and for the benefit of the Agents and Lenders, and (ii) the Guarantor shall have (A) full liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any act (or omission to act) constituting fraud or willful misconduct on the part of the Guarantor that impairs the Agents’ and the Lenders’ ability to be repaid under the Loan Documents occurs, or (y) the Guarantor authorizes, approves, participates in or assists the Borrower or the Originator Guarantor in commencing a voluntary respect of the Borrower’s Obligations or involuntary case under payments received or collected from the Bankruptcy Code or any other Insolvency ProceedingGuarantor in respect of the Borrower’s Obligations), and (B) liability and responsibility remain liable for the Guaranteed Borrower’s Obligations and other obligations hereunder if (x) any Collections are not promptly deposited directly into the Collection Account (other than Collections (i) delivered up to the Servicer pursuant to the Servicing Agreement or (ii) inadvertently deposited into an account of the Originator or any Affiliate and promptly removed from such account and deposited into the Collection Account); provided, that in the case of this clause (B)(x), such maximum liability and responsibility of the Guarantor shall not exceed hereunder until the aggregate amount of the Collections not promptly deposited directly into the Collection Account or (y) the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower Borrower’s Obligations are paid in connection with the Collateral Value Policy or Contingent Collateral Value Policy shall refer any claim to the Collateral Value Insurer or Contingent Collateral Value Insurer knowing the same to be fraudulent and at the time, the Borrower is not owned by a Lender or its Affiliates; provided, that in the case of this clause (B)(y), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such fraudulent claim and shall only arise if the action involved was taken by the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or the Contingent Collateral Value Policy or (z) the applicable Premium Finance Borrower, the Originator or the Borrower ceases to be the legal owner of a Covered Policy (as defined in the Collateral Value Policy or Contingent Collateral Value Policy) and the Guarantor and/or an employee of Imperial and/or its Subsidiaries (collectively, the “Guarantor Responsible Parties”), directly or indirectly, caused, or assisted another Person in, the transfer of legal title of such Covered Policy from the applicable Premium Finance Borrower, the Originator or the Borrower to another Person other than the Collateral Value Insurer or the Contingent Collateral Value Insurer (or a designee of the Collateral Value Insurer or the Contingent Collateral Value Insurer); provided, that in the case of this clause (B)(z), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such Covered Policy; provided further, and for greater clarity, in the case of this clause (B)(z), any transfer or change in legal ownership caused solely by a Person other than a Guarantor Responsible Party that is permitted by the Transaction Documents shall not result in liability or responsibility hereunder for the Guarantorfull. (cf) Nothing The Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Agent or any Guaranteed Creditor on account of its liability hereunder, it will notify the Agent in subsection (b) of writing that such payment is made under this Section 2 shall limit or otherwise restrict in any manner the rights, powers and privileges of any Agent against the Guarantor under any other Loan Document to which the Guarantor is a partyGuaranty for such purpose.

Guaranty. (a) The Each Guarantor hereby (i) irrevocablyunconditionally and irrevocably guarantees to the Guaranteed Parties, absolutely and unconditionally guarantees their respective successors, endorsees, transferees and assigns, the full and prompt payment by the Borrower, as and when due and payable (whether by scheduled at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise)) and performance of the indebtedness, liabilities and other obligations of the Designated Obligors to the Guaranteed Parties under or in connection with the Credit Agreement, the Notes, the Issuer Documents and the other Loan Documents, including all Obligations from time to time unpaid principal of the Loans, all amounts owing in respect of the Financing L/C Obligations, all interest accrued thereon, all fees due under the Credit Agreement and all other amounts payable by the Designated Obligors to the Guaranteed Parties thereunder or in connection therewith; provided that, no Guarantor shall be deemed to guarantee the obligations in respect of which it is a primary obligor. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include any other Loan Documentand all advances, debts, obligations and liabilities, now existing or hereafter arising, whether for principalvoluntary or involuntary and whether due or not due, interest (includingabsolute or contingent, without limitationliquidated or unliquidated, all determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any Debtor Relief Law, and including interest that accrues after the commencement by or against any Designated Obligor or any Affiliate thereof of any Insolvency Proceeding with respect to proceeding under any Debtor Relief Laws naming such Person as the Borrower, whether or not a claim for post-filing interest is allowed debtor in such proceeding. The foregoing indebtedness, liabilities and other obligations of the Designated Obligors, and all other indebtedness, liabilities and obligations to be paid or performed by each Guarantor in connection with this Guaranty (including any and all amounts due under Section 10.04 of the Credit Agreement), fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent shall hereinafter be collectively referred to the commencement of any Insolvency Proceeding with respect to the Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the U.S. Bankruptcy Code), and the due performance and observance by the Borrower of its other obligations now or hereafter existing in respect of the Loan Documents (as the “Guaranteed Obligations.”), and (ii) agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents and the Lenders in enforcing any rights under this Guaranty. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Agents and the Lenders under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Credit Party. (b) Notwithstanding anything contained in this Guaranty, except as provided in clause (ii) of this Section 2(b) and Section 2(c), (x) the Guarantor shall not have any liability under this Guaranty for the payment or performance of the Guaranteed Obligations, (y) the Guarantor shall not have any obligation to expend its own funds in the performance of any provision of any Loan Document, and (z) no Agent nor any Lender shall obtain any deficiency judgment against the Guarantor with respect to any of the foregoing; provided, however, that: (i) nothing contained herein shall limit or otherwise restrict (A) any Agent’s or any Lender’s rights and remedies against any of the Collateral under any other Loan Document, either at law or equity, including, without limitation, any rights or remedies with respect to the Equity Interests of the Borrower owned by the Guarantor, (B) the Agent or any Lender from bringing any action, suit or proceeding for specific performance against the Guarantor to perform any obligation imposed on the Guarantor hereunder, (C) recourse to or liability of the Guarantor for any fraud committed by the Guarantor or material misrepresentation by the Guarantor in any Loan Document to which the Guarantor is a party, or (D) the obligations of the Guarantor under any Loan Document which obligations are either directly in favor of any Agent or any Lender or have been assigned to any Agent or any Lender, each of which may be enforced by and for the benefit of the Agents and Lenders, and (ii) the Guarantor shall have (A) full liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any act (or omission to act) constituting fraud or willful misconduct on the part of the Guarantor that impairs the Agents’ and the Lenders’ ability to be repaid under the Loan Documents occurs, or (y) the Guarantor authorizes, approves, participates in or assists the Borrower or the Originator in commencing a voluntary or involuntary case under the Bankruptcy Code or any other Insolvency Proceeding, and (B) liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any Collections are not promptly deposited directly into the Collection Account (other than Collections (i) delivered to the Servicer pursuant to the Servicing Agreement or (ii) inadvertently deposited into an account of the Originator or any Affiliate and promptly removed from such account and deposited into the Collection Account); provided, that in the case of this clause (B)(x), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the Collections not promptly deposited directly into the Collection Account or (y) the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or Contingent Collateral Value Policy shall refer any claim to the Collateral Value Insurer or Contingent Collateral Value Insurer knowing the same to be fraudulent and at the time, the Borrower is not owned by a Lender or its Affiliates; provided, that in the case of this clause (B)(y), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such fraudulent claim and shall only arise if the action involved was taken by the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or the Contingent Collateral Value Policy or (z) the applicable Premium Finance Borrower, the Originator or the Borrower ceases to be the legal owner of a Covered Policy (as defined in the Collateral Value Policy or Contingent Collateral Value Policy) and the Guarantor and/or an employee of Imperial and/or its Subsidiaries (collectively, the “Guarantor Responsible Parties”), directly or indirectly, caused, or assisted another Person in, the transfer of legal title of such Covered Policy from the applicable Premium Finance Borrower, the Originator or the Borrower to another Person other than the Collateral Value Insurer or the Contingent Collateral Value Insurer (or a designee of the Collateral Value Insurer or the Contingent Collateral Value Insurer); provided, that in the case of this clause (B)(z), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such Covered Policy; provided further, and for greater clarity, in the case of this clause (B)(z), any transfer or change in legal ownership caused solely by a Person other than a Guarantor Responsible Party that is permitted by the Transaction Documents shall not result in liability or responsibility hereunder for the Guarantor. (c) Nothing in subsection (b) of this Section 2 shall limit or otherwise restrict in any manner the rights, powers and privileges of any Agent against the Guarantor under any other Loan Document to which the Guarantor is a party.

Guaranty. The Guarantors hereby jointly and severally unconditionally and irrevocably guarantee the full and prompt payment when due, whether at stated maturity, by acceleration or otherwise, of, and the performance of, (a) The Guarantor hereby (i) irrevocablythe Obligations, absolutely whether now or hereafter existing and unconditionally guarantees the prompt payment by the Borrower, as and when due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), of all Obligations from time to time owing in respect of the Financing Agreement or any other Loan Document, whether for principal, interest interest, fees, expenses or otherwise, (b) all obligations owed to any Guarantied Party pursuant to a Guarantied Swap Contract, excluding any Excluded Swap Obligations of a Guarantor, (c) any and all reasonable out-of-pocket expenses (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding with respect to the Borrower, whether or not a claim for post-filing interest is allowed in such proceeding), fees, commissions, expense reimbursements, indemnifications or otherwise, reasonable expenses and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to the Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the U.S. Bankruptcy Code), and the due performance and observance by the Borrower of its other obligations now or hereafter existing in respect of the Loan Documents (the “Guaranteed Obligations”), and (ii) agrees to pay any and all expenses (including reasonable counsel fees and expensesexpenses of the Administrative Agent and the Lenders) incurred by any of the Agents and the Lenders Guarantied Parties in enforcing any rights under this Guaranty. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to Guaranty and (d) all present and future amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Agents and the Lenders under any Loan Document become due but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Credit Party. (b) Notwithstanding anything contained in this Guaranty, except as provided in clause (ii) of this Section 2(b) and Section 2(c), (x) the Guarantor shall not have any liability under this Guaranty for the payment or performance of the Guaranteed Obligations, (y) the Guarantor shall not have any obligation to expend its own funds in the performance operation of any provision of any Loan DocumentDebtor Relief Laws, and (z) no Agent nor any Lender shall obtain any deficiency judgment against the Guarantor with respect to any of the foregoing; provided, however, that: (i) nothing contained herein shall limit or otherwise restrict (A) any Agent’s or any Lender’s rights all present and remedies against any of the Collateral under any other Loan Document, either at law or equityfuture accrued and unpaid interest, including, without limitation, all post-petition interest if the Borrower or any rights Guarantor voluntarily or remedies with respect involuntarily becomes subject to any Debtor Relief Laws (the Equity Interests items set forth in clauses (a), (b), (c) and (d) immediately above being herein referred to as the “Guarantied Obligations”). Upon failure of the Borrower owned to pay any of the Guarantied Obligations when due after the giving by the GuarantorAdministrative Agent and/or the Lenders of any notice and the expiration of any applicable cure period in each case provided for in the Credit Agreement and other Loan Documents (whether at stated maturity, (B) by acceleration or otherwise), the Guarantors hereby further jointly and severally agree to promptly pay the same after the Guarantors’ receipt of notice from the Administrative Agent of the Borrower’s failure to pay the same, without any other demand or notice whatsoever, including without limitation, any Lender from bringing notice having been given to any actionGuarantor of either the acceptance by the Guarantied Parties of this Guaranty or the creation or incurrence of any of the Guarantied Obligations. This Guaranty is an absolute guaranty of payment and performance of the Guarantied Obligations and not a guaranty of collection, meaning that it is not necessary for the Guarantied Parties, in order to enforce payment by the Guarantors, first or contemporaneously to accelerate payment of any of the Guarantied Obligations, to institute suit or proceeding for specific performance exhaust any rights against the Guarantor to perform any obligation imposed on the Guarantor hereunder, (C) recourse to or liability of the Guarantor for any fraud committed by the Guarantor or material misrepresentation by the Guarantor in any Loan Document to which the Guarantor is a partyParty, or (D) the obligations of the Guarantor under to enforce any Loan Document which obligations are either directly rights against any Collateral. Notwithstanding anything herein or in favor of any Agent or any Lender or have been assigned to any Agent or any Lender, each of which may be enforced by and for the benefit of the Agents and Lenders, and (ii) the Guarantor shall have (A) full liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any act (or omission to act) constituting fraud or willful misconduct on the part of the Guarantor that impairs the Agents’ and the Lenders’ ability to be repaid under the Loan Documents occurs, or (y) the Guarantor authorizes, approves, participates in or assists the Borrower or the Originator in commencing a voluntary or involuntary case under the Bankruptcy Code or any other Insolvency Proceeding, and (B) liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any Collections are not promptly deposited directly into the Collection Account (other than Collections (i) delivered to the Servicer pursuant to the Servicing Agreement or (ii) inadvertently deposited into an account of the Originator or any Affiliate and promptly removed from such account and deposited into the Collection Account); provided, that in the case of this clause (B)(x), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the Collections not promptly deposited directly into the Collection Account or (y) the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or Contingent Collateral Value Policy shall refer any claim to the Collateral Value Insurer or Contingent Collateral Value Insurer knowing the same to be fraudulent and at the time, the Borrower is not owned by a Lender or its Affiliates; provided, that in the case of this clause (B)(y), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such fraudulent claim and shall only arise if the action involved was taken by the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or the Contingent Collateral Value Policy or (z) the applicable Premium Finance Borrower, the Originator or the Borrower ceases to be the legal owner of a Covered Policy (as defined in the Collateral Value Policy or Contingent Collateral Value Policy) and the Guarantor and/or an employee of Imperial and/or its Subsidiaries (collectively, the “Guarantor Responsible Parties”), directly or indirectly, caused, or assisted another Person in, the transfer of legal title of such Covered Policy from the applicable Premium Finance Borrower, the Originator or the Borrower to another Person other than the Collateral Value Insurer or the Contingent Collateral Value Insurer (or a designee of the Collateral Value Insurer or the Contingent Collateral Value Insurer); provided, that in the case of this clause (B)(z), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such Covered Policy; provided further, and for greater clarity, in the case of this clause (B)(z), any transfer or change in legal ownership caused solely by a Person other than a Guarantor Responsible Party that is permitted by the Transaction Documents shall not result in liability or responsibility hereunder for the Guarantor. (c) Nothing in subsection (b) of this Section 2 shall limit or otherwise restrict in any manner the rights, powers and privileges of any Agent against the Guarantor under any other Loan Document to which the contrary, in any action or .proceeding involving any state corporate law, or any state or federal bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if, as a result of applicable law relating to fraudulent conveyance or fraudulent transfer, including Section 548 of Bankruptcy Code or any applicable provisions of comparable state law (collectively, “Fraudulent Transfer Laws”), the obligations of any Guarantor under this Section 1 would otherwise, after giving effect to (a) all other liabilities of such Guarantor, contingent or otherwise, that are relevant under such Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Guarantor in respect of intercompany Indebtedness to the Borrower to the extent that such Indebtedness would be discharged in an amount equal to the amount paid by such Guarantor hereunder) and (b) to the value as assets of such Guarantor (as determined under the applicable provisions of such Fraudulent Transfer Laws) of any rights of subrogation, contribution, reimbursement, indemnity or similar rights held by such Guarantor pursuant to (i) applicable requirements of Law, (ii) Section 10 hereof or (iii) any other contractual obligations providing for an equitable allocation among such Guarantor and other Subsidiaries or Affiliates of the Borrower of obligations arising under this Guaranty or other guaranties of the Guarantied Obligations by such parties, be held or determined to be void, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under this Section 1, then the amount of such liability shall, without any further action by such Guarantor, any Lender, the Administrative Agent or any other Person, be automatically limited and reduced to the highest amount that is a partyvalid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.

Guaranty. (a) The Guarantor Each Borrower hereby unconditionally and irrevocably, guarantees to Lender: (i) irrevocably, absolutely the due and unconditionally guarantees punctual payment in full (and not merely the prompt payment collectibility) by the Borrowerother Borrowers of the Obligations, as including unpaid and accrued interest thereon, in each case when due and payable payable, all according to the terms of this Agreement, the Notes and the other Financing Documents; (whether ii) the due and punctual payment in full (and not merely the collectibility) by scheduled maturity, required prepayment, acceleration, demand or otherwise), the other Borrowers of all other sums and charges which may at any time be due and payable in accordance with this Agreement, the Notes or any of the other Financing Documents; (iii) the due and punctual performance by the other Borrowers of all of the other terms, covenants and conditions contained in the Financing Documents; and (iv) all the other Obligations from time to time owing in respect of the other Borrowers. (b) The obligations and liabilities of each Borrower as a guarantor under this Section 2.4.10 shall be absolute and unconditional and joint and several, irrespective of the genuineness, validity, priority, regularity or enforceability of this Agreement, any of the Notes or any of the Financing Agreement Documents or any other Loan Documentcircumstance which might otherwise constitute a legal or equitable discharge of a surety or guarantor. Each Borrower in its capacity as a guarantor expressly agrees that Lender may, whether for principal, interest (includingin its sole and absolute discretion, without limitationnotice to or further assent of such Borrower and without in any way releasing, all interest that accrues after affecting or in any way impairing the commencement joint and several obligations and liabilities of such Borrower as a guarantor hereunder: (i) waive compliance with, or any defaults under, or grant any other indulgences under or with respect to any of the Financing Documents; (ii) modify, amend, change or terminate any provisions of any Insolvency Proceeding of the Financing Documents; (iii) grant extensions or renewals of or with respect to the BorrowerCredit Facilities, whether the Notes or not a claim for post-filing interest is allowed any of the other Financing Documents; (iv) effect any release, subordination, compromise or settlement in such proceeding)connection with this Agreement, fees, commissions, expense reimbursements, indemnifications any of the Notes or otherwise, and whether accruing before or subsequent any of the other Financing Documents; (v) agree to the commencement substitution, exchange, release or other disposition of the Collateral or any part thereof, or any other collateral for the Loan or to the subordination of any Insolvency Proceeding lien or security interest therein; (vi) make advances for the purpose of performing any term, provision or covenant contained in this Agreement, any of the Notes or any of the other Financing Documents with respect to which Borrowers shall then be in default; (vii) make future advances pursuant to this Agreement or any of the other Financing Documents; (viii) assign, pledge, hypothecate or otherwise transfer the Commitments, the Obligations, the Notes, any of the other Financing Documents or any interest therein, all as and to the extent permitted by the provisions of this Agreement; (ix) deal in all respects with the other Borrowers as if this Section 2.4.10 were not in effect; (x) effect any release, compromise or settlement with any of the other Borrowers, whether in their capacity as a Borrower or as a guarantor under this Section 2.4.10, or any other guarantor; and (notwithstanding xi) provide debtor-in-possession financing or allow use of cash collateral in proceedings under the Bankruptcy Code, it being expressly agreed by all Borrowers that any such financing and/or use would be part of the Obligations. (c) The obligations and liabilities of each Borrower, as guarantor under this Section 2.4.10, shall be primary, direct and immediate, shall not be subject to any counterclaim, recoupment, set off, reduction or defense based upon any claim that a Borrower may have against any one or more of the other Borrowers, Lender, and/or any other guarantor and shall not be conditional or contingent upon pursuit or enforcement by Lender of any remedies it may have against Borrowers with respect to this Agreement, the Notes or any of the other Financing Documents, whether pursuant to the terms thereof or by operation of the automatic stay under Section 362(a) of the U.S. Bankruptcy Code), and the due performance and observance by the Borrower of its other obligations now or hereafter existing in respect of the Loan Documents (the “Guaranteed Obligations”), and (ii) agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents and the Lenders in enforcing any rights under this Guarantylaw. Without limiting the generality of the foregoing, Lender shall not be required to make any demand upon any of Borrowers, or to sell the Guarantor’s liability shall extend to all amounts Collateral or otherwise pursue, enforce or exhaust its remedies against Borrowers or the Collateral either before, concurrently with or after pursuing or enforcing its rights and remedies hereunder. Any one or more successive or concurrent actions or proceedings may be brought against each Borrower under this Section 2.4.10, either in the same action, if any, brought against any one or more of Borrowers or in separate actions or proceedings, as often as Lender may deem expedient or advisable. Without limiting the foregoing, it is specifically understood that constitute part any modification, limitation or discharge of any of the Guaranteed Obligations and would be owed by the Borrower to the Agents and the Lenders liabilities or obligations of any one or more of Borrowers, any other guarantor or any obligor under any Loan Document but for of the fact that they are unenforceable Financing Documents, arising out of, or not allowable due to the existence of a by virtue of, any bankruptcy, arrangement, reorganization or similar proceeding involving for relief of debtors under federal or state law initiated by or against any Credit Partyone or more of Borrowers, in their respective capacities as borrowers and guarantors under this Section 2.4.10, or under any of the Financing Documents shall not modify, limit, lessen, reduce, impair, discharge, or otherwise affect the liability of each Borrower under this Section 2.4.10 in any manner whatsoever, and this Section 2.4.10 shall remain and continue in full force and effect. It is the intent and purpose of this Section 2.4.10 that each Borrower shall and does hereby waive all rights and benefits which might accrue to any other guarantor by reason of any such proceeding, and Borrowers agree that they shall be liable for the full amount of the obligations and liabilities under this Section 2.4.10, regardless of, and irrespective to, any modification, limitation or discharge of the liability of any one or more of Borrowers, any other guarantor or any obligor under any of the Financing Documents, that may result from any such proceedings. (bd) Notwithstanding anything contained in this GuarantyEach Borrower, except as provided in clause (ii) of guarantor under this Section 2(b) 2.4.10, hereby unconditionally, jointly and Section 2(c)severally, (x) the Guarantor shall not have any liability under this Guaranty for the payment or performance of the Guaranteed Obligations, (y) the Guarantor shall not have any obligation to expend its own funds in the performance of any provision of any Loan Document, irrevocably and (z) no Agent nor any Lender shall obtain any deficiency judgment against the Guarantor with respect to any of the foregoing; provided, however, thatexpressly waives: (i) nothing contained herein shall limit or otherwise restrict (A) any Agent’s or any Lender’s rights presentment and remedies against any demand for payment of the Collateral under any other Loan Document, either at law or equity, including, without limitation, any rights or remedies with respect to the Equity Interests Obligations and protest of the Borrower owned by the Guarantor, (B) the Agent or any Lender from bringing any action, suit or proceeding for specific performance against the Guarantor to perform any obligation imposed on the Guarantor hereunder, (C) recourse to or liability of the Guarantor for any fraud committed by the Guarantor or material misrepresentation by the Guarantor in any Loan Document to which the Guarantor is a party, or (D) the obligations of the Guarantor under any Loan Document which obligations are either directly in favor of any Agent or any Lender or have been assigned to any Agent or any Lender, each of which may be enforced by and for the benefit of the Agents and Lenders, andnon-payment; (ii) notice of acceptance of this Section 2.4.10 and of presentment, demand and protest thereof; (iii) notice of any default hereunder or under the Guarantor shall have Notes or any of the other Financing Documents and notice of all indulgences; (Aiv) full liability notice of any increase in the amount of any portion of or all of the indebtedness guaranteed by this Section 2.4.10; (v) demand for observance, performance or enforcement of any of the terms or provisions of this Section 2.4.10, the Notes or any of the other Financing Documents; (vi) all errors and responsibility for omissions in connection with Lender’s administration of all indebtedness guaranteed by this Section 2.4.10, except errors and omissions resulting from acts of bad faith; (vii) any right or claim of right to cause a marshalling of the Guaranteed Obligations and assets of any one or more of the other obligations hereunder if Borrowers; (xviii) any act (or omission to act) constituting fraud or willful misconduct on of Lender which changes the part scope of the Guarantor that impairs the Agents’ and the Lenders’ ability to be repaid under the Loan Documents occurs, or (y) the Guarantor authorizes, approves, participates in or assists the Borrower or the Originator in commencing a voluntary or involuntary case under the Bankruptcy Code or any other Insolvency Proceeding, and (B) liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any Collections are not promptly deposited directly into the Collection Account (other than Collections (i) delivered to the Servicer pursuant to the Servicing Agreement or (ii) inadvertently deposited into an account of the Originator or any Affiliate and promptly removed from such account and deposited into the Collection Account)risk as guarantor hereunder; provided, that in the case of this clause (B)(x), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the Collections not promptly deposited directly into the Collection Account or (y) the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or Contingent Collateral Value Policy shall refer any claim to the Collateral Value Insurer or Contingent Collateral Value Insurer knowing the same to be fraudulent and at the time, the Borrower is not owned by a Lender or its Affiliates; provided, that in the case of this clause (B)(y), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such fraudulent claim and shall only arise if the action involved was taken by the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or the Contingent Collateral Value Policy or (z) the applicable Premium Finance Borrower, the Originator or the Borrower ceases to be the legal owner of a Covered Policy (as defined in the Collateral Value Policy or Contingent Collateral Value Policy) and the Guarantor and/or an employee of Imperial and/or its Subsidiaries (collectively, the “Guarantor Responsible Parties”), directly or indirectly, caused, or assisted another Person in, the transfer of legal title of such Covered Policy from the applicable Premium Finance Borrower, the Originator or the Borrower to another Person other than the Collateral Value Insurer or the Contingent Collateral Value Insurer (or a designee of the Collateral Value Insurer or the Contingent Collateral Value Insurer); provided, that in the case of this clause (B)(z), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such Covered Policy; provided further, and for greater clarity, in the case of this clause (B)(z), any transfer or change in legal ownership caused solely by a Person other than a Guarantor Responsible Party that is permitted by the Transaction Documents shall not result in liability or responsibility hereunder for the Guarantor.and (cix) Nothing all other notices and demands otherwise required by law which Borrower may lawfully waive. Within ten (10) days following any request of Lender so to do, each Borrower will furnish Lender and such other persons as Lender may direct with a written certificate, duly acknowledged stating in subsection (b) of detail whether or not any credits, offsets or defenses exist with respect to this Section 2 shall limit or otherwise restrict in any manner the rights, powers and privileges of any Agent against the Guarantor under any other Loan Document to which the Guarantor is a party2.4.10.

Guaranty. The undersigned (a“Guarantor”) The Guarantor hereby (i) irrevocablyabsolutely, absolutely irrevocably and unconditionally guarantees the prompt payment by the Borrower, guaranties (as primary obligor and when due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), of all Obligations from time to time owing in respect of the Financing Agreement or any other Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding with respect not merely as surety) to the BorrowerSeller (as defined below) under that certain Promissory Note dated as of August 3, whether or not a claim for post-filing interest is allowed 2010, in such proceeding), fees, commissions, expense reimbursements, indemnifications or otherwise, the principal amount of Three Million Three Hundred Thirty Five Thousand Seven Hundred Ninety Seven and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to the Borrower 26/100 Dollars (notwithstanding the operation of the automatic stay under Section 362(a$3,335,797.26) of the U.S. Bankruptcy Code), and the due performance and observance by the Borrower of its other obligations now or hereafter existing in respect of the Loan Documents (the “Guaranteed ObligationsNote”) by VERTICAL V, INC., a Delaware corporation (“Buyer”) to the order of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., an individual, and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., AS TRUSTEE OF THE ▇▇▇▇▇ FAMILY TRUST U/T/A DATED AUGUST 20, 2001 (collectively, together with any subsequent holder hereof, “Seller”), the full and prompt payment (iiwhether at stated maturity, by acceleration, or otherwise) agrees to pay and performance of any and all expenses (including reasonable counsel fees and expenses) incurred by indebtedness of Buyer to Seller, whether now existing or hereafter incurred, under the Agents and the Lenders in enforcing any rights under this Guaranty. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Agents and the Lenders under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Credit Party. (b) Notwithstanding anything contained in this Guaranty, except as provided in clause (ii) of this Section 2(b) and Section 2(c), (x) the Guarantor shall not have any liability under this Guaranty for the payment or performance of the Guaranteed Obligations, (y) the Guarantor shall not have any obligation to expend its own funds in the performance of any provision of any Loan Document, and (z) no Agent nor any Lender shall obtain any deficiency judgment against the Guarantor with respect to any of the foregoing; provided, however, that: (i) nothing contained herein shall limit or otherwise restrict (A) any Agent’s or any Lender’s rights and remedies against any of the Collateral under any other Loan Document, either at law or equityNote, including, without limitation, any rights or remedies with respect to the Equity Interests of the Borrower owned by the Guarantor(a) all principal, (B) the Agent or any Lender from bringing any actioninterest, suit or proceeding fees, reasonable attorneys’ fees, liabilities for specific performance against the Guarantor to perform any obligation imposed on the Guarantor hereunder, (C) recourse to or liability of the Guarantor for any fraud committed by the Guarantor or material misrepresentation by the Guarantor in any Loan Document to which the Guarantor is a party, or (D) the obligations of the Guarantor under any Loan Document which obligations are either directly in favor of any Agent or any Lender or have been assigned to any Agent or any Lender, each of which may be enforced by costs and for the benefit of the Agents and Lenders, and (ii) the Guarantor shall have (A) full liability and responsibility for the Guaranteed Obligations expenses and other indebtedness, obligations hereunder if (x) and liabilities of Buyer to Seller at any act (time created or omission to act) constituting fraud or willful misconduct on the part of the Guarantor that impairs the Agents’ and the Lenders’ ability to be repaid under the Loan Documents occurs, or (y) the Guarantor authorizes, approves, participates in or assists the Borrower or the Originator in commencing a voluntary or involuntary case under the Bankruptcy Code or any other Insolvency Proceeding, and (B) liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any Collections are not promptly deposited directly into the Collection Account (other than Collections (i) delivered to the Servicer pursuant to the Servicing Agreement or (ii) inadvertently deposited into an account of the Originator or any Affiliate and promptly removed from such account and deposited into the Collection Account); provided, that in the case of this clause (B)(x), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the Collections not promptly deposited directly into the Collection Account or (y) the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower arising in connection with the Collateral Value Policy or Contingent Collateral Value Policy shall refer any claim to the Collateral Value Insurer or Contingent Collateral Value Insurer knowing the same to be fraudulent and at the time, the Borrower is not owned by a Lender or its Affiliates; provided, that in the case of this clause (B)(y), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such fraudulent claim and shall only arise if the action involved was taken by the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries Note or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or the Contingent Collateral Value Policy or (z) the applicable Premium Finance Borroweramendment, the Originator or the Borrower ceases to be the legal owner of a Covered Policy (as defined in the Collateral Value Policy or Contingent Collateral Value Policy) and the Guarantor and/or an employee of Imperial and/or its Subsidiaries (collectivelyextension, the “Guarantor Responsible Parties”), directly or indirectly, causedrenewal, or assisted another Person in, the transfer of legal title of such Covered Policy from the applicable Premium Finance Borrower, the Originator modification thereto or the Borrower to another Person other than the Collateral Value Insurer or the Contingent Collateral Value Insurer (or a designee of the Collateral Value Insurer or the Contingent Collateral Value Insurer)substitution therefor; provided, that in the case of this clause (B)(z), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such Covered Policy; provided further, and for greater clarity, in the case of this clause (B)(z), any transfer or change in legal ownership caused solely by a Person other than a Guarantor Responsible Party that is permitted by the Transaction Documents shall not result in liability or responsibility hereunder for the Guarantor. (c) Nothing in subsection (b) all costs, expenses and fees, including but not limited to court costs and reasonable attorneys’ fees and paralegal fees, arising in connection with, or as a consequence of the non-payment, non-performance or non-observance by Buyer or Guarantor of all amounts, indebtedness, obligations and liabilities of Buyer to Seller described in this Section 2 paragraph. Capitalized terms used and not defined herein shall limit have the meanings ascribed thereto in the Note. Guarantor agrees that the obligations hereunder are independent of and in addition to the undertakings of Buyer pursuant to the Note. A separate action may be brought to enforce the provisions hereof against Guarantor, whether or otherwise restrict not Buyer, or any other guarantor, is a party in any manner the rights, powers and privileges of any Agent against the such action. Buyer and/or Guarantor under and/or any other Loan Document guarantor may be sued together, or any of them may be sued separately without first or contemporaneously suing the other. All notices under this Guaranty shall be in writing and shall be deemed to have been given within three (3) days of the date placed in the U.S. Mail if mailed by U.S. Mail, certified or registered, postage prepaid, or on the same day sent by telecopy provided such is sent on a business day and the Seller has received confirmation of the delivery of such telecopy, or one (1) business day after being entrusted for delivery with a reputable overnight courier service, and addressed to Guarantor as set forth below its signature to this Guaranty. Guarantor may change the address to which notices shall be directed by giving three (3) business days written notice of such change to Seller. This Guaranty shall be governed by and construed in accordance with the Guarantor is a partylaws of the State of California, without regard to principles of conflicts of law. Jurisdiction and venue for any proceeding regarding this Guaranty shall be in San Francisco County, California.

Guaranty. (a) The Guarantor hereby unconditionally and irrevocably guarantees to the Administrative Agent, each Lender, each Swing Line Lender, each L/C Issuer and each other Person from time to time holding or owed payment with respect to the Guaranteed Obligations (icollectively, the “Guarantee Beneficiaries”) irrevocably, absolutely the full and unconditionally guarantees the prompt payment by the Borrowerwhen due, as and when due and payable (whether by scheduled at stated maturity, by required prepayment, upon acceleration, demand or otherwise), and at all times thereafter, of the Guaranteed Obligations and the punctual performance of all Obligations from time to time owing in respect of the Financing terms contained in the Loan Documents. This Guaranty is a guaranty of payment and performance and is not merely a guaranty of collection. As used herein, the term “Guaranteed Obligations” means any and all existing and future Obligations which may be payable by the Borrowers to the Guarantee Beneficiaries under the Credit Agreement or and any other Loan DocumentDocument (and, whether for principalin each case, interest including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by any Guarantee Beneficiary in connection with the collection or enforcement thereof (includingin each case, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding with respect to the Borrower, whether or not a claim for post-filing interest is allowed in such proceedingextent required to be paid under the Credit Agreement), fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to the Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the U.S. Bankruptcy Code), and the due performance and observance by the Borrower of its other obligations now or hereafter existing in respect of the Loan Documents (the “Guaranteed Obligations”), and (ii) agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents and the Lenders in enforcing any rights under this Guaranty. Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any such indebtedness, obligations, and liabilities which may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor’s liability shall extend to all amounts that constitute part , any Borrower or any other guarantor of the Guaranteed Obligations under any Debtor Relief Law, and would shall include interest that accrues after the commencement by or against any Borrower of any proceeding under any Debtor Relief Laws. Without limiting the generality of the foregoing unconditional guarantee, for the avoidance of doubt, this Guaranty shall in no manner be owed released, discharged or otherwise affected or limited by (a) any waiver, modification or amendment of, or supplement to, any documentation governing the Borrower to Guarantee Obligations, including the Agents Credit Agreement and the Lenders under any other Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcyDocuments, reorganization or similar proceeding involving any Credit Party. (b) Notwithstanding anything contained in this Guaranty, except as provided in clause (ii) of this Section 2(b) and Section 2(c), (x) the Guarantor shall not have any liability under this Guaranty for the payment or performance of the Guaranteed Obligations, (y) the Guarantor shall not have any obligation to expend its own funds change in the performance corporate existence, structure or ownership of any provision of any Loan Document, and (z) no Agent nor any Lender shall obtain any deficiency judgment against the Guarantor with respect to any of the foregoing; provided, however, that: (i) nothing contained herein shall limit or otherwise restrict (A) any Agent’s or any Lender’s rights and remedies against any of the Collateral under any other Loan Document, either at law or equity, including, without limitation, any rights or remedies with respect to the Equity Interests of the Borrower owned by the Guarantor, (B) the Agent or any Lender from bringing any action, suit or proceeding for specific performance against the Guarantor to perform any obligation imposed on the Guarantor hereunder, (C) recourse to or liability of the Guarantor for any fraud committed by the Guarantor or material misrepresentation by the Guarantor in any Loan Document to which the Guarantor is a party, or (D) the obligations of the Guarantor under any Loan Document which obligations are either directly in favor of any Agent or any Lender or have been assigned to any Agent or any Lender, each of which may be enforced by and for the benefit of the Agents and Lenders, and (ii) the Guarantor shall have (A) full liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any act (Borrower or omission to act) constituting fraud or willful misconduct on the part any guarantor of the Guarantor that impairs the Agents’ and the Lenders’ ability to be repaid under the Loan Documents occurs, Guaranteed Obligations or (y) any Guarantee Beneficiary, (c) the existence of any claim, set-off or other rights which the Guarantor authorizesmay have at any time against any Borrower, approves, participates in or assists the Borrower or the Originator in commencing a voluntary or involuntary case under the Bankruptcy Code any Guarantee Beneficiary or any other Insolvency Proceedingentity, and (B) liability and responsibility for whether in connection with the Guaranteed Obligations and other obligations hereunder if (x) any Collections are not promptly deposited directly into the Collection Account (other than Collections (i) delivered to the Servicer pursuant to the Servicing Agreement Loan Documents or (ii) inadvertently deposited into an account of the Originator or any Affiliate and promptly removed from such account and deposited into the Collection Account)with unrelated transactions; provided, that in the case of this clause (B)(x), such liability and responsibility of the Guarantor c) shall not exceed prevent the aggregate amount assertion of the Collections not promptly deposited directly into the Collection Account such claim by separate suit or in a compulsory counterclaim, (yd) the Guarantor and/or an agent any invalidity or employee of Imperial and/or its Subsidiaries unenforceability relating to or against any Person appointed by the Borrower to perform for any duties on behalf of the Borrower in connection with the Collateral Value Policy or Contingent Collateral Value Policy shall refer any claim to the Collateral Value Insurer or Contingent Collateral Value Insurer knowing the same to be fraudulent and at the time, the Borrower is not owned by a Lender or its Affiliates; provided, that in the case of this clause (B)(y), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss reason relating to the applicable Coverage Certificate related to such fraudulent claim and shall only arise if the action involved was taken by the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries Loan Documents or any Person appointed other provision of applicable law or regulation purporting to prohibit the payment by the any Borrower to perform or any duties on behalf other guarantor of the Borrower in connection with the Collateral Value Policy or the Contingent Collateral Value Policy any Guaranteed Obligations or (ze) the applicable Premium Finance any other act or omission to act or delay of any kind by any Borrower, the Originator any Guarantee Beneficiary or the Borrower ceases to be the legal owner of a Covered Policy (as defined in the Collateral Value Policy or Contingent Collateral Value Policy) and the Guarantor and/or an employee of Imperial and/or its Subsidiaries (collectively, the “Guarantor Responsible Parties”), directly or indirectly, caused, or assisted another Person in, the transfer of legal title of such Covered Policy from the applicable Premium Finance Borrower, the Originator or the Borrower to another Person other than the Collateral Value Insurer or the Contingent Collateral Value Insurer (or a designee of the Collateral Value Insurer or the Contingent Collateral Value Insurer); provided, that in the case of this clause (B)(z), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such Covered Policy; provided further, and for greater clarity, in the case of this clause (B)(z), any transfer or change in legal ownership caused solely by a Person other than a Guarantor Responsible Party that is permitted by the Transaction Documents shall not result in liability or responsibility hereunder for the Guarantor. (c) Nothing in subsection (b) of this Section 2 shall limit or otherwise restrict in any manner the rights, powers and privileges of any Agent against the Guarantor under any other Loan Document to which the Guarantor is a partyperson.

Guaranty. (a) The Guarantor hereby (i) irrevocablyguarantees, absolutely as primary obligor and unconditionally guarantees not as a surety, to each Secured Party and its respective successors and assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code) on the Loans made by the Lenders to, and any Notes held by each Lender of, the Borrower, as and when due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), of all other Obligations from time to time owing to the Secured Parties by any Credit Party under any Loan Document in respect each case strictly in accordance with the terms thereof and (ii) agrees to be liable for the full and indefeasible payment and performance when due of the Financing Agreement or any other Loan Document, whether for principal, interest all reasonable expenses (including, without limitation, attorneys’ fees and legal expenses) incurred by Secured Parties in connection with the preparation, execution, delivery, recording, administration, collection, liquidation, enforcement and defense of Credit Parties’ obligations, liabilities and indebtedness as aforesaid to Secured Parties, the rights of Secured Parties in any collateral or under this Guarantee and all interest that accrues other Loan Documents or in any way involving claims by or against Secured Parties directly or indirectly arising out of or related to the relationships between any Credit Parties and Secured Parties, whether such expenses are incurred before, during or after the initial or any renewal term of the Credit Agreement and the other Loan Documents or after the commencement of any Insolvency Proceeding case with respect to any Credit Party under the Borrower, whether United States Bankruptcy Code or not a claim for post-filing interest is allowed in any similar statute (such proceeding), fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to the Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the U.S. Bankruptcy Code), and the due performance and observance by the Borrower of its other obligations now or hereafter existing in respect of the Loan Documents (being herein collectively called the “Guaranteed Obligations”), and (ii) agrees . Subject to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents and the Lenders in enforcing any rights under this Guaranty. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Agents and the Lenders under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Credit Party. (b) Notwithstanding anything contained in this Guaranty, except as provided in clause (ii) of this Section 2(b) and Section 2(c)below, (x) the Guarantor shall not have any liability under this Guaranty for hereby agrees that if the payment Borrower or performance of the Guaranteed Obligations, other Guarantors (y) the Guarantor shall not have any obligation to expend its own funds as defined in the performance of any provision of any Loan DocumentCredit Agreement) shall fail to pay in full when due (whether at stated maturity, and (zby acceleration or otherwise) no Agent nor any Lender shall obtain any deficiency judgment against the Guarantor with respect to any of the foregoing; providedObligations, however, that: (i) nothing contained herein shall limit or otherwise restrict (A) any Agent’s or any Lender’s rights and remedies against any of the Collateral under any other Loan Document, either at law or equity, includingGuarantor will promptly pay the same in cash, without limitation, any rights demand or remedies with respect to the Equity Interests of the Borrower owned by the Guarantor, (B) the Agent or any Lender from bringing any action, suit or proceeding for specific performance against the Guarantor to perform any obligation imposed on the Guarantor hereunder, (C) recourse to or liability of the Guarantor for any fraud committed by the Guarantor or material misrepresentation by the Guarantor in any Loan Document to which the Guarantor is a party, or (D) the obligations of the Guarantor under any Loan Document which obligations are either directly in favor of any Agent or any Lender or have been assigned to any Agent or any Lender, each of which may be enforced by and for the benefit of the Agents and Lenders, and (ii) the Guarantor shall have (A) full liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any act (or omission to act) constituting fraud or willful misconduct on the part of the Guarantor that impairs the Agents’ and the Lenders’ ability to be repaid under the Loan Documents occurs, or (y) the Guarantor authorizes, approves, participates in or assists the Borrower or the Originator in commencing a voluntary or involuntary case under the Bankruptcy Code or any other Insolvency Proceedingnotice whatsoever, and (B) liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any Collections are not promptly deposited directly into the Collection Account (other than Collections (i) delivered to the Servicer pursuant to the Servicing Agreement or (ii) inadvertently deposited into an account of the Originator or any Affiliate and promptly removed from such account and deposited into the Collection Account); provided, that in the case of this clause (B)(x), such liability and responsibility any extension of time of payment or renewal of any of the Guarantor shall not exceed Obligations, the aggregate amount of the Collections not same will be promptly deposited directly into the Collection Account paid in full when due (whether at extended maturity, by acceleration or (yotherwise) the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection accordance with the Collateral Value Policy or Contingent Collateral Value Policy shall refer any claim to the Collateral Value Insurer or Contingent Collateral Value Insurer knowing the same to be fraudulent and at the time, the Borrower is not owned by a Lender or its Affiliates; provided, that in the case of this clause (B)(y), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such fraudulent claim and shall only arise if the action involved was taken by the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or the Contingent Collateral Value Policy or (z) the applicable Premium Finance Borrower, the Originator or the Borrower ceases to be the legal owner of a Covered Policy (as defined in the Collateral Value Policy or Contingent Collateral Value Policy) and the Guarantor and/or an employee of Imperial and/or its Subsidiaries (collectively, the “Guarantor Responsible Parties”), directly or indirectly, caused, or assisted another Person in, the transfer of legal title terms of such Covered Policy from the applicable Premium Finance Borrower, the Originator extension or the Borrower to another Person other than the Collateral Value Insurer or the Contingent Collateral Value Insurer (or a designee of the Collateral Value Insurer or the Contingent Collateral Value Insurer); provided, that in the case of this clause (B)(z), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such Covered Policy; provided further, and for greater clarity, in the case of this clause (B)(z), any transfer or change in legal ownership caused solely by a Person other than a Guarantor Responsible Party that is permitted by the Transaction Documents shall not result in liability or responsibility hereunder for the Guarantorrenewal. (c) Nothing in subsection (b) of this Section 2 shall limit or otherwise restrict in any manner the rights, powers and privileges of any Agent against the Guarantor under any other Loan Document to which the Guarantor is a party.

Guaranty. (a) The Guarantor hereby (i) irrevocablyguarantees to the Lenders (including the Issuing Lender and the Swingline Lender in their capacities as such, absolutely and unconditionally guarantees the prompt payment by including any Lender in its capacity as a counterparty to any Interest Rate Protection Agreement with the Borrower), the Documentation Agent and the Administrative Agent (collectively, the "Guaranteed Parties") the full and prompt payment, at any time and from time to time as and when due and payable (whether by scheduled at the stated maturity, required prepayment, acceleration, demand by acceleration or otherwise), of all Obligations from time to time owing in respect of the Financing Borrower under the Credit Agreement or any and the other Loan DocumentCredit Documents, whether for principal, interest (including, without limitation, all principal of and interest that accrues on the Loans, all Reimbursement Obligations in respect of Letters of Credit, all fees, expenses, indemnities and other amounts payable by the Borrower under the Credit Agreement or any other Credit Document (including interest accruing after the filing of a petition or commencement of any Insolvency Proceeding a case by or with respect to the BorrowerBorrower seeking relief under any applicable federal and state laws pertaining to bankruptcy, reorganization, arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor relief, specifically including, without limitation, the Bankruptcy Code and any fraudulent transfer and fraudulent conveyance laws (collectively, "Insolvency Laws"), whether or not a the claim for post-filing such interest is allowed in such proceeding), fees, commissions, expense reimbursements, indemnifications or otherwiseall obligations of the Borrower to any Lender under any Interest Rate Protection Agreement, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to the Borrower (notwithstanding all Obligations that, but for the operation of the automatic stay under Section 362(a) of the U.S. Bankruptcy Code, would become due, in each case whether now existing or hereafter created or arising and whether direct or indirect, absolute or contingent, due or to become due (all liabilities and obligations described in this clause (i), and collectively, the due performance and observance by the Borrower of its other obligations now or hereafter existing in respect of the Loan Documents (the “"Guaranteed Obligations”"), and ; and (ii) agrees to pay any or reimburse upon demand all reasonable costs and all expenses (including including, without limitation, reasonable counsel attorneys' fees and expenses) incurred or paid by the Agents and the Lenders (y) any Guaranteed Party in enforcing connection with any suit, action or proceeding to enforce or protect any rights under this Guaranty. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations Parties hereunder and would be owed by (z) the Borrower to Administrative Agent in connection with any amendment, modification or waiver hereof or consent pursuant hereto (all liabilities and obligations described in this clause (ii), collectively, the Agents "Other Obligations"; and the Lenders under any Loan Document but for Other Obligations, together with the fact that they are unenforceable or not allowable due to Guaranteed Obligations, the existence of a bankruptcy, reorganization or similar proceeding involving any Credit Party"Total Obligations"). (b) Notwithstanding anything contained The guaranty of each Guarantor set forth in this Guaranty, except SECTION 1 is a guaranty of payment as provided in clause (ii) of this Section 2(b) and Section 2(c), (x) the Guarantor shall not have any liability under this Guaranty for the payment or performance of the Guaranteed Obligations, (y) the Guarantor shall not have any obligation to expend its own funds in the performance of any provision of any Loan Documenta primary obligor, and (z) no Agent nor any Lender shall obtain any deficiency judgment against the Guarantor with respect to any not a guaranty of the foregoing; provided, however, that: (i) nothing contained herein shall limit or otherwise restrict (A) any Agent’s or any Lender’s rights and remedies against any of the Collateral under any other Loan Document, either at law or equity, including, without limitation, any rights or remedies with respect to the Equity Interests of the Borrower owned by the Guarantor, (B) the Agent or any Lender from bringing any action, suit or proceeding for specific performance against the Guarantor to perform any obligation imposed on the Guarantor hereunder, (C) recourse to or liability of the Guarantor for any fraud committed by the Guarantor or material misrepresentation by the Guarantor in any Loan Document to which the Guarantor is a party, or (D) the obligations of the Guarantor under any Loan Document which obligations are either directly in favor of any Agent or any Lender or have been assigned to any Agent or any Lender, each of which may be enforced by and for the benefit of the Agents and Lenders, and (ii) the Guarantor shall have (A) full liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any act (or omission to act) constituting fraud or willful misconduct on the part of the Guarantor that impairs the Agents’ and the Lenders’ ability to be repaid under the Loan Documents occurs, or (y) the Guarantor authorizes, approves, participates in or assists the Borrower or the Originator in commencing a voluntary or involuntary case under the Bankruptcy Code or any other Insolvency Proceeding, and (B) liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any Collections are not promptly deposited directly into the Collection Account (other than Collections (i) delivered to the Servicer pursuant to the Servicing Agreement or (ii) inadvertently deposited into an account of the Originator or any Affiliate and promptly removed from such account and deposited into the Collection Account); provided, that in the case of this clause (B)(x), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the Collections not promptly deposited directly into the Collection Account or (y) the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or Contingent Collateral Value Policy shall refer any claim to the Collateral Value Insurer or Contingent Collateral Value Insurer knowing the same to be fraudulent and at the time, the Borrower is not owned by a Lender or its Affiliates; provided, that in the case of this clause (B)(y), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such fraudulent claim and shall only arise if the action involved was taken by the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or the Contingent Collateral Value Policy or (z) the applicable Premium Finance Borrower, the Originator or the Borrower ceases to be the legal owner of a Covered Policy (as defined in the Collateral Value Policy or Contingent Collateral Value Policy) and the Guarantor and/or an employee of Imperial and/or its Subsidiaries (collectively, the “Guarantor Responsible Parties”), directly or indirectly, caused, or assisted another Person in, the transfer of legal title of such Covered Policy from the applicable Premium Finance Borrower, the Originator or the Borrower to another Person other than the Collateral Value Insurer or the Contingent Collateral Value Insurer (or a designee of the Collateral Value Insurer or the Contingent Collateral Value Insurer); provided, that in the case of this clause (B)(z), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such Covered Policy; provided further, and for greater clarity, in the case of this clause (B)(z), any transfer or change in legal ownership caused solely by a Person other than a Guarantor Responsible Party that is permitted by the Transaction Documents shall not result in liability or responsibility hereunder for the Guarantorcollection. (c) Nothing in subsection (b) of this Section 2 shall limit or otherwise restrict in any manner the rights, powers and privileges of any Agent against the Guarantor under any other Loan Document to which the Guarantor is a party.

Guaranty. The undersigned, TRIMAS COMPANY LLC, a Delaware limited liability company (a) The Guarantor hereby (i) irrevocably, absolutely and unconditionally guarantees the prompt payment by the Borrower, as and when due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise"GUARANTOR"), whose address is ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 130, Bloomfield Hills, Michigan 48304, in consideration of the leasing of the leased Premises described in that certain sublease (the "SUBLEASE") of even date herewith between METALDYNE COMPANY LLC ("LANDLORD") and _________________________________ ("TENANT"), does hereby covenant and agree as follows: A. The undersigned does hereby guarantee the full, faithful and timely payment and performance by Tenant of all Obligations from time to time owing in respect of the Financing Agreement payments, covenants and other obligations of Tenant under or pursuant to the Sublease. If Tenant shall default at any time in the payment of any rent or any other Loan Documentsums, whether for principalcosts or charges whatsoever, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding with respect to the Borrower, whether or not a claim for post-filing interest is allowed in such proceeding), fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to the Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the U.S. Bankruptcy Code), and the due performance and observance by the Borrower of its other obligations now or hereafter existing in respect of the Loan Documents (the “Guaranteed Obligations”), and (ii) agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents and the Lenders in enforcing any rights under this Guaranty. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Agents and the Lenders under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Credit Party. (b) Notwithstanding anything contained in this Guaranty, except as provided in clause (ii) of this Section 2(b) and Section 2(c), (x) the Guarantor shall not have any liability under this Guaranty for the payment or performance of the Guaranteed Obligations, (y) the Guarantor shall not have any obligation to expend its own funds in the performance of any provision of the other covenants and obligations of Tenant, under or pursuant to the Sublease, then the undersigned, at its expense, shall on demand of Landlord fully and promptly pay all rent, sums, costs and charges to be paid by Tenant, and perform all of the other covenants and obligations to be performed by Tenant, under or pursuant to the Sublease and, in addition, shall, on Landlord's demand, pay to Landlord any and all sums due to Landlord, including all interest on past due obligations of Tenant and costs advanced by Landlord, that may arise in consequence of Tenant's default. B. A separate action or actions may, at Landlord's option, be brought and prosecuted against the undersigned, whether or not any action is first or subsequently brought against Tenant, or whether or not Tenant is joined in any such action, and the undersigned may be joined in any action or proceeding commenced by Landlord against Tenant arising out of, in connection with or based upon the Sublease. C. Subject to the provisions of the immediately following paragraph, this Guaranty shall remain and continue in full force and effect and shall not be discharged in whole or in part notwithstanding (whether prior or subsequent to the execution hereof) any alteration, renewal, extension, modification, amendment or assignment of, or subletting, concession, franchising, licensing or permitting under, the Sublease. The undersigned agrees that the liability of the undersigned hereunder shall be based upon the obligations of Tenant set forth in the Sublease as the same may be altered, renewed, extended, modified, amended or assigned. D. This Guaranty shall remain in full force and effect notwithstanding the institution by or against Tenant, of bankruptcy, reorganization, readjustment, receivership or insolvency proceedings of any Loan Documentnature, or the disaffirmance of the Sublease in any such proceedings or otherwise. E. Neuter terms should also refer, where applicable, to the feminine gender and the masculine gender; the singular reference shall also include the plural of any word if the context so requires. F. This Guaranty shall be applicable to and binding upon the heirs, executors, administrators, representatives, successors and assigns of Landlord, Tenant and the undersigned. G. The execution of this Guaranty prior to execution of the Sublease shall not invalidate this Guaranty or lessen the obligations of Guarantor hereunder. H. This Guaranty is made pursuant to, and (z) no Agent nor any Lender shall obtain any deficiency judgment against be interpreted and applied in accordance with, the Guarantor laws of the State of Michigan. Any legal action or proceeding with respect to this Guaranty may be brought in the Courts of the State of Michigan, or the District Court of the United States of America for the Eastern District of Michigan, and, by execution and delivery of this Guaranty, the Guarantor hereby irrevocably accepts for itself the jurisdiction of the aforesaid courts. The Guarantor hereby irrevocably consents to the service of process out of any of the foregoing; providedaforementioned courts in any such action or proceeding by the mailing of copies thereof by registered mail, howeverreturn receipt requested, that: (i) nothing contained herein shall limit to the Guarantor at the addresses provided herein, such service to become effective 30 days after such mailing, or otherwise restrict (A) such earlier time as may be provided by applicable law. The Guarantor hereby irrevocably waives any Agent’s objection which it may now or any Lender’s rights and remedies against hereafter have to the laying of venue of any of the Collateral under any other Loan Document, either at law aforesaid actions or equity, including, without limitation, any rights proceedings arising out of or remedies with respect to the Equity Interests of the Borrower owned by the Guarantor, (B) the Agent or any Lender from bringing any action, suit or proceeding for specific performance against the Guarantor to perform any obligation imposed on the Guarantor hereunder, (C) recourse to or liability of the Guarantor for any fraud committed by the Guarantor or material misrepresentation by the Guarantor in any Loan Document to which the Guarantor is a party, or (D) the obligations of the Guarantor under any Loan Document which obligations are either directly in favor of any Agent or any Lender or have been assigned to any Agent or any Lender, each of which may be enforced by and for the benefit of the Agents and Lenders, and (ii) the Guarantor shall have (A) full liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any act (or omission to act) constituting fraud or willful misconduct on the part of the Guarantor that impairs the Agents’ and the Lenders’ ability to be repaid under the Loan Documents occurs, or (y) the Guarantor authorizes, approves, participates in or assists the Borrower or the Originator in commencing a voluntary or involuntary case under the Bankruptcy Code or any other Insolvency Proceeding, and (B) liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any Collections are not promptly deposited directly into the Collection Account (other than Collections (i) delivered to the Servicer pursuant to the Servicing Agreement or (ii) inadvertently deposited into an account of the Originator or any Affiliate and promptly removed from such account and deposited into the Collection Account); provided, that in the case of this clause (B)(x), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the Collections not promptly deposited directly into the Collection Account or (y) the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or Contingent Collateral Value Policy shall refer any claim to the Collateral Value Insurer or Contingent Collateral Value Insurer knowing the same to be fraudulent and at the time, the Borrower is not owned by a Lender or its Affiliates; provided, that this Guaranty brought in the case of this clause (B)(y), courts referred to above and hereby further irrevocably waives and agrees not to plead or claim in any such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to court that such fraudulent claim and shall only arise if the action involved was taken by the Guarantor and/or or proceeding brought in any such court has been brought in an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or the Contingent Collateral Value Policy or (z) the applicable Premium Finance Borrower, the Originator or the Borrower ceases to be the legal owner of a Covered Policy (as defined in the Collateral Value Policy or Contingent Collateral Value Policy) and the Guarantor and/or an employee of Imperial and/or its Subsidiaries (collectively, the “Guarantor Responsible Parties”), directly or indirectly, caused, or assisted another Person in, the transfer of legal title of such Covered Policy from the applicable Premium Finance Borrower, the Originator or the Borrower to another Person other than the Collateral Value Insurer or the Contingent Collateral Value Insurer (or a designee of the Collateral Value Insurer or the Contingent Collateral Value Insurer); provided, that in the case of this clause (B)(z), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such Covered Policy; provided further, and for greater clarity, in the case of this clause (B)(z), any transfer or change in legal ownership caused solely by a Person other than a Guarantor Responsible Party that is permitted by the Transaction Documents shall not result in liability or responsibility hereunder for the Guarantorinconvenient forum. (c) Nothing in subsection (b) of this Section 2 shall limit or otherwise restrict in any manner the rightsI. Landlord's address is ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, powers ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and privileges of any Agent against the Guarantor under any other Loan Document to which the Guarantor Tenant's address is a party▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 130, Bloomfield Hills, Michigan 48170. J. THE GUARANTOR HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS GUARANTY.

Guaranty. (a) The In consideration of, and as a material inducement for the execution by the "Landlord", of that certain Lease Agreement dated February 18, 2003, "Lease" and "Tenant" with respect to that certain premises known as: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇-▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, "Premises", the undersigned Guarantor hereby (i) irrevocablyguarantees to Landlord, absolutely its successors and unconditionally assigns the full and prompt payment of rent and all other sums and charges payable by ▇▇▇▇▇▇, its successors and assigns, under the Lease, and further hereby guarantees the prompt full and timely performance and observance of all the covenants, terms, conditions and agreements therein provided to be performed and observed by ▇▇▇▇▇▇, its successors assigns. In the payment of any such rent and any and all other sums and charges, and any arrears thereof, to Landlord, its successors and assigns, and will forthwith pay to Landlord all damages, costs and expenses that may arise in consequence of any default by ▇▇▇▇▇▇, its successors and assigns, under the Lease, including without limitation all reasonable attorneys' fees incurred in nonjudicial actions, at trial, and upon appeal and disbursements incurred by Landlord, or caused by any such default an/or by the Borrowerenforcement of this Guaranty. The Guaranty is an absolute and unconditional guaranty or payment and of performance, as it shall be enforceable against the Guarantor without the necessity of any suit or proceedings on Landlord's part of any kind or nature whatsoever against Tenant. Its successors and when due assigns, and payable (whether by scheduled maturitywithout the necessity of any notice of nonpayment, required prepaymentnonperformance or nonobservant, acceleration, demand or otherwise), any notice of all Obligations from time to time owing in respect acceptance of the Financing Agreement this Guaranty or any other Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement notice of any Insolvency Proceeding with respect to the Borrower, whether or not a claim for post-filing interest is allowed in such proceeding), fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to the Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the U.S. Bankruptcy Code), and the due performance and observance by the Borrower of its other obligations now or hereafter existing in respect of the Loan Documents (the “Guaranteed Obligations”), and (ii) agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents and the Lenders in enforcing any rights under this Guaranty. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Agents and the Lenders under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Credit Party. (b) Notwithstanding anything contained in this Guaranty, except as provided in clause (ii) of this Section 2(b) and Section 2(c), (x) the Guarantor shall not have any liability under this Guaranty for the payment or performance of the Guaranteed Obligations, (y) the Guarantor shall not have any obligation to expend its own funds in the performance of any provision of any Loan Document, and (z) no Agent nor any Lender shall obtain any deficiency judgment against the Guarantor with respect to any of the foregoing; provided, however, that: (i) nothing contained herein shall limit or otherwise restrict (A) any Agent’s or any Lender’s rights and remedies against any of the Collateral under any other Loan Document, either at law or equity, including, without limitation, any rights or remedies with respect to the Equity Interests of the Borrower owned by the Guarantor, (B) the Agent or any Lender from bringing any action, suit or proceeding for specific performance against the Guarantor to perform any obligation imposed on the Guarantor hereunder, (C) recourse to or liability of the Guarantor for any fraud committed by the Guarantor or material misrepresentation by the Guarantor in any Loan Document demand to which the Guarantor is a partymight otherwise be entitled, or (D) all of which the Guarantor hereby expressly waives. The Guarantor might otherwise be entitled, all of which the Guarantor hereby expressly waives. The Guarantor hereby expressly agrees that the validity of this Guaranty and the obligations of the Guarantor under any Loan Document which obligations are either directly hereunder shall in favor no way be terminated, affected, diminished or impaired by reason of the assertion or the failure to assert by Landlord against Tenant, or against ▇▇▇▇▇▇'s succcessors and assigns, of any Agent or any Lender or have been assigned to any Agent or any Lender, each of which may be enforced by and for the benefit of the Agents and Lenders, and (ii) the Guarantor shall have (A) full liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any act (rights or omission remedies reserved to act) constituting fraud or willful misconduct on the part of the Guarantor that impairs the Agents’ and the Lenders’ ability to be repaid under the Loan Documents occurs, or (y) the Guarantor authorizes, approves, participates in or assists the Borrower or the Originator in commencing a voluntary or involuntary case under the Bankruptcy Code or any other Insolvency Proceeding, and (B) liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any Collections are not promptly deposited directly into the Collection Account (other than Collections (i) delivered to the Servicer Landlord pursuant to the Servicing Agreement provisions of the Lease or by relief of Tenant rights or remedies reserved to Landlord pursuant to the provisions of the Lease or by relief of Tenant from any of Tenant's obligations under the lease or otherwise by (a) the release or discharge of Tenant in any creditor's proceedings, receivership, bankruptcy or other proceedings; (b) the impairment, limitation or modification of Tenant's said liability under the Lease, resulting from the operation of any present or future provision of the national Bankruptcy Act or other statute or from the decision in any court; or (iic) inadvertently deposited into an account the rejection or disaffirmance of the Originator or Lease in any Affiliate such proceedings. This Guaranty shall be a continuing guaranty and promptly removed from such account and deposited into the Collection Account); provided, that in the case of this clause (B)(x), such liability and responsibility of the Guarantor shall not exceed the aggregate amount in no way be altered, modified, or diminished by reason of any assignments, amendment, renewal, supplement, modifications or extension of the Collections Lease or by reason of any modifications or waiver of or change in any of the terms, covenants, conditions or provisions of the Lease, or by reason of any extension or time that may be granted by landlord to Tenant, its successors or assigns or a changed or different use of the premises consented to in writing by ▇▇▇▇▇▇▇▇, or by reason of any dealings or transactions or matters or things occurring between Landlord and Tenant, its successors or assigns, whether or not promptly deposited directly into notice thereof is given to the Collection Account Guarantor. ▇▇▇▇▇▇▇▇'s consent to any assignment or (y) assignments, and successive assignments by ▇▇▇▇▇▇ and ▇▇▇▇▇▇'s assigns of the Lease made either with or without notice to the Guarantor, shall in no manner whatsoever release the Guarantor, shall in no manner whatsoever release the Guarantor from any liability as Guarantor. The assignment by landlord of the Lease and/or an agent the rights and proceeds thereof, made either with or employee without notice to the Guarantor, shall in no manner whatsoever release the Guarantor from and liability as Guarantor. All of Imperial and/or its Subsidiaries Landlord's rights and remedies under the Lease or under this Guaranty are intended to be distinct, separate and cumulative, and no such right and remedy therein or herein mentioned is intended to be in exclusion of or a waiver or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or Contingent Collateral Value Policy shall refer any claim to the Collateral Value Insurer or Contingent Collateral Value Insurer knowing the same to be fraudulent and at the time, the Borrower is not owned by a Lender or its Affiliates; provided, that in the case of this clause (B)(y), such liability and responsibility others. The obligations of the Guarantor hereunder shall not exceed be released by ▇▇▇▇▇▇▇▇'s receipt, application or release of security given for the aggregate amount performance and observance of covenants and conditions required to be performed and observed by Tenant under the loss relating to Lease, nor shall the applicable Coverage Certificate related to such fraudulent claim and shall only arise if the action involved was taken Guarantor be released by the maintenance of or execution upon any lien which landlord may have or assert against Tenant and/or Tenant's assets. Until all the covenants and conditions in the lease on Tenant's part to be performed and observed are fully performed and observed, the Guarantor and/or an agent (a) shall have no right of subrogation against Tenant by reason of any payments or employee acts of Imperial and/or its Subsidiaries or any Person appointed performance by the Borrower to perform any duties on behalf of the Borrower Guarantor, in connection compliance with the Collateral Value Policy or the Contingent Collateral Value Policy or (z) the applicable Premium Finance Borrower, the Originator or the Borrower ceases to be the legal owner of a Covered Policy (as defined in the Collateral Value Policy or Contingent Collateral Value Policy) and the Guarantor and/or an employee of Imperial and/or its Subsidiaries (collectively, the “Guarantor Responsible Parties”), directly or indirectly, caused, or assisted another Person in, the transfer of legal title of such Covered Policy from the applicable Premium Finance Borrower, the Originator or the Borrower to another Person other than the Collateral Value Insurer or the Contingent Collateral Value Insurer (or a designee of the Collateral Value Insurer or the Contingent Collateral Value Insurer); provided, that in the case of this clause (B)(z), such liability and responsibility obligations of the Guarantor hereunder; )ba0 waives any right to enforce any remedy which the Guarantor now or hereafter shall not exceed have against Tenant by reason of any one or more payment or acts or performance in compliance with the aggregate amount obligations of the loss relating to the applicable Coverage Certificate related to such Covered PolicyGuarantor hereunder; provided further, and for greater clarity, in the case of this clause (B)(z), any transfer or change in legal ownership caused solely by a Person other than a Guarantor Responsible Party that is permitted by the Transaction Documents shall not result in liability or responsibility hereunder for the Guarantor. (c) Nothing subordinates any liability or indebtness or Tenant to Landlord under the Lease; and (d) waives any right provided by law to cause Landlord either to commence a proceeding against Guarantor to enforce the terms of the Guaranty or to waive Landlord's right to commence such a proceeding.] Guarantor hereby submits itself to the jurisdiction of the courts of the State of Nevada and hereby irrevocably appoints Tenant, or if Tenant is more than one person then any of the, the manger, assistant manager or any acting manager of the facility being operated at any time during the term of the Lease at the premises and (If Tenant is a corporation, trustee of partnership) all persons of Tenant upon whom service of process may be served for service upon Tenant as its agents for the service of process in subsection (b) any action against Guarantor arising out of this Section 2 shall limit or otherwise restrict Guaranty. Pursuant to such service, suit may be brought against Guarantor in the jurisdiction in which the premises are located. This provision does not affect any right to serve process under Guarantor in any other manner permitted by law.** ** Provided Tenant is in compliance with each and every term, covenant and condition contained in the rightsLease Agreement on its part to be performed, powers and privileges Tenant has not been in default under the terms contained herein, Landlord agrees to release personally the undersigned as "personal guarantor" on the third (3rd) anniversary date of any Agent against the Guarantor under any other Loan Document to which date that ▇▇▇▇▇▇ occupied and accepts the Guarantor is a partyleased premises.

Guaranty. (a) The Guarantor Company hereby (i) irrevocablyunconditionally and irrevocably guarantees to the Administrative Agent, absolutely for the ratable benefit of the Lenders and unconditionally guarantees their respective successors, indorsees, transferees and assigns, any Hedge Bank and any Cash Management Bank, the prompt and complete payment by the Borrower, as and performance when due and payable (whether by scheduled at the stated maturity, required prepayment, acceleration, demand by acceleration or otherwise), of all Obligations from time to time owing in respect of the Financing Agreement or any other Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding with respect to the Borrower, whether or not a claim for post-filing interest is allowed in such proceeding), fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to the Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the U.S. Bankruptcy Code), and the due performance and observance by the Borrower of its other obligations now or hereafter existing in respect of the Loan Documents (the “Guaranteed Obligations”), and (ii) agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents and the Lenders in enforcing any rights under this Guaranty. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Agents and the Lenders under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Credit Party. (b) Notwithstanding anything contained The Company agrees that the Guaranteed Obligations may at any time and from time to time exceed the amount of the liability of the Company hereunder that would exist in this Guaranty, except as provided in clause (ii) the absence of this Section 2(b) and Section 2(c), (x) Article 10 without impairing this Guarantee or affecting the Guarantor shall not have any liability under this Guaranty for the payment or performance of the Guaranteed Obligations, (y) the Guarantor shall not have any obligation to expend its own funds in the performance of any provision of any Loan Document, and (z) no Agent nor any Lender shall obtain any deficiency judgment against the Guarantor with respect to any of the foregoing; provided, however, that: (i) nothing contained herein shall limit or otherwise restrict (A) any Agent’s or any Lender’s rights and remedies against any of the Collateral under any other Loan DocumentAdministrative Agent, either at law or equity, including, without limitation, any rights or remedies with respect to the Equity Interests of the Borrower owned by the Guarantor, (B) the Agent or any Lender from bringing any action, suit or proceeding for specific performance against the Guarantor to perform any obligation imposed on the Guarantor hereunder, (C) recourse to or liability of the Guarantor for any fraud committed by the Guarantor or material misrepresentation by the Guarantor in any Loan Document to which the Guarantor is a party, or (D) the obligations of the Guarantor under any Loan Document which obligations are either directly in favor of any Agent or any Lender or have been assigned to any Agent or any Lender, each of which may be enforced by and for the benefit of the Agents and Lenders, and (ii) the Guarantor shall have (A) full liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any act (or omission to act) constituting fraud or willful misconduct on the part of the Guarantor that impairs the Agents’ and the Lenders’ ability to be repaid under the Loan Documents occurs, or (y) the Guarantor authorizes, approves, participates in or assists the Borrower or the Originator in commencing a voluntary or involuntary case under the Bankruptcy Code Hedge Bank or any other Insolvency Proceeding, and (B) liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any Collections are not promptly deposited directly into the Collection Account (other than Collections (i) delivered to the Servicer pursuant to the Servicing Agreement or (ii) inadvertently deposited into an account of the Originator or any Affiliate and promptly removed from such account and deposited into the Collection Account); provided, that in the case of this clause (B)(x), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the Collections not promptly deposited directly into the Collection Account or (y) the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or Contingent Collateral Value Policy shall refer any claim to the Collateral Value Insurer or Contingent Collateral Value Insurer knowing the same to be fraudulent and at the time, the Borrower is not owned by a Lender or its Affiliates; provided, that in the case of this clause (B)(y), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such fraudulent claim and shall only arise if the action involved was taken by the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or the Contingent Collateral Value Policy or (z) the applicable Premium Finance Borrower, the Originator or the Borrower ceases to be the legal owner of a Covered Policy (as defined in the Collateral Value Policy or Contingent Collateral Value Policy) and the Guarantor and/or an employee of Imperial and/or its Subsidiaries (collectively, the “Guarantor Responsible Parties”), directly or indirectly, caused, or assisted another Person in, the transfer of legal title of such Covered Policy from the applicable Premium Finance Borrower, the Originator or the Borrower to another Person other than the Collateral Value Insurer or the Contingent Collateral Value Insurer (or a designee of the Collateral Value Insurer or the Contingent Collateral Value Insurer); provided, that in the case of this clause (B)(z), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such Covered Policy; provided further, and for greater clarity, in the case of this clause (B)(z), any transfer or change in legal ownership caused solely by a Person other than a Guarantor Responsible Party that is permitted by the Transaction Documents shall not result in liability or responsibility hereunder for the GuarantorCash Management Bank hereunder. (c) Nothing This Guarantee shall remain in subsection full force and effect until all the Guaranteed Obligations (bother than Guaranteed Obligations in respect of Hedge Agreements and Cash Management Obligations) shall have been satisfied by payment in full in immediately available funds, the Commitments have been terminated and either no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been cash collateralized so that it is fully secured to the reasonable satisfaction of the Administrative Agent, notwithstanding that from time to time during the term of this Section 2 Guarantee the European Borrower may be free from any Guaranteed Obligations. (d) No payment made by the Company, any other guarantor or any other Person or received or collected by the Administrative Agent, any Lender, any Hedge Bank or any Cash Management Bank from the Company, any guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall limit be deemed to modify, reduce, release or otherwise restrict affect the liability of the Company hereunder which shall, notwithstanding any such payment (other than any payment made by the Company in respect of the Guaranteed Obligations or any manner payment received or collected from the rightsCompany in respect of the Guaranteed Obligations), powers remain liable for the Guaranteed Obligations until the Guaranteed Obligations (other than Guaranteed Obligations in respect of Hedge Agreements and privileges Cash Management Obligations) shall have been satisfied by payment in full in immediately available funds, the Commitments have been terminated and either no Letter of any Agent against Credit shall be outstanding or each outstanding Letter of Credit has been cash collateralized so that it is fully secured to the Guarantor under any other Loan Document to which reasonable satisfaction of the Guarantor is a partyAdministrative Agent.

Guaranty. (a) The Guarantor hereby (i) irrevocably, absolutely and unconditionally guarantees the prompt punctual payment by the Borrowerwhen due, as and when due and payable (whether by scheduled at stated maturity, required prepayment, acceleration, demand by acceleration or otherwise), without set-off, counterclaim or other reduction whatsoever, of (i) the aggregate outstanding unpaid principal amount of the Loan, (ii) all Obligations accrued and unpaid interest on the principal amount of the Loan, and (iii) all other amounts due under the Loan from time to time owing or under any documents and instruments executed and delivered or assigned to Lender in respect order to evidence the Loan or evidence or perfect a lien or security interest in collateral for the Loan (the "Collateral Documents"), and any and all extensions, renewals or modifications of any of the Financing Agreement foregoing (such principal, interest and other amounts are hereinafter referred to collectively as the "Obligations"). In addition, if Guarantor shall fail to pay any amount due hereunder upon demand in accordance with the terms hereof Guarantor shall pay any and all fees, costs and expenses (including reasonable attorneys' fees) incurred by Lender to third parties, whether litigation is involved or not, and if involved, whether at the trial or appellate levels or in pre-or post-judgment or bankruptcy proceedings, in enforcing the obligations of Guarantor hereunder or realizing upon any collateral securing this Guaranty (all of the foregoing fees, costs and expenses are referred to herein collectively as the "Guaranteed Expenses"). The Obligations and any instrument, document or agreement, express or implied, which has been or may hereafter be made or entered into by Guarantor, Borrower or any other Loan Document, whether for principal, interest person or entity in reference to the Obligations (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding with respect to the Borrower, whether or not a claim for post-filing interest is allowed in such proceeding), fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to the Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the U.S. Bankruptcy Code), Collateral Documents and the due performance and observance by Pledge Agreement, as hereinafter defined) shall all be hereinafter collectively referred to as the Borrower of its other obligations now or hereafter existing in respect of the Loan Documents (the “Guaranteed Obligations”), and (ii) agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents and the Lenders in enforcing any rights under this Guaranty. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Agents and the Lenders under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Credit Party"Terms". (b) Notwithstanding anything contained in this GuarantyFor purposes hereof, except as provided in clause (ii) of this Section 2(b) and Section 2(c), (x) the Guarantor shall not have any liability under this Guaranty for the payment or performance of the Guaranteed Obligations, (y) the Guarantor shall not have any obligation to expend its own funds in the performance of any provision of any Loan Document, and (z) no Agent nor any Lender shall obtain any deficiency judgment against the Guarantor with respect to any of the foregoing; provided, however, that: (i) nothing contained herein shall limit or otherwise restrict (A) any Agent’s or any Lender’s rights and remedies against any of the Collateral under any other Loan Document, either at law or equity, including, without limitation, any rights or remedies with respect to the Equity Interests of the Borrower owned by the Guarantor, (B) the Agent or any Lender from bringing any action, suit or proceeding for specific performance against the Guarantor to perform any obligation imposed on the Guarantor hereunder, (C) recourse to or liability of the Guarantor for any fraud committed by the Guarantor or material misrepresentation by the Guarantor in any Loan Document to which the Guarantor is a party, or (D) the obligations of the Guarantor under any Loan Document which obligations are either directly in favor of any Agent or any Lender or have been assigned to any Agent or any Lender, each of which may be enforced by and for the benefit of the Agents and Lenders, and (ii) the Guarantor following terms shall have (A) full liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any act (or omission to act) constituting fraud or willful misconduct on the part of the Guarantor that impairs the Agents’ and the Lenders’ ability to be repaid under the Loan Documents occurs, or (y) the Guarantor authorizes, approves, participates in or assists the Borrower or the Originator in commencing a voluntary or involuntary case under the Bankruptcy Code or any other Insolvency Proceeding, and (B) liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any Collections are not promptly deposited directly into the Collection Account (other than Collections (i) delivered to the Servicer pursuant to the Servicing Agreement or (ii) inadvertently deposited into an account of the Originator or any Affiliate and promptly removed from such account and deposited into the Collection Account); provided, that in the case of this clause (B)(x), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the Collections not promptly deposited directly into the Collection Account or (y) the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or Contingent Collateral Value Policy shall refer any claim to the Collateral Value Insurer or Contingent Collateral Value Insurer knowing the same to be fraudulent and at the time, the Borrower is not owned by a Lender or its Affiliates; provided, that in the case of this clause (B)(y), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such fraudulent claim and shall only arise if the action involved was taken by the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or the Contingent Collateral Value Policy or (z) the applicable Premium Finance Borrower, the Originator or the Borrower ceases to be the legal owner of a Covered Policy (as defined in the Collateral Value Policy or Contingent Collateral Value Policy) and the Guarantor and/or an employee of Imperial and/or its Subsidiaries (collectively, the “Guarantor Responsible Parties”), directly or indirectly, caused, or assisted another Person in, the transfer of legal title of such Covered Policy from the applicable Premium Finance Borrower, the Originator or the Borrower to another Person other than the Collateral Value Insurer or the Contingent Collateral Value Insurer (or a designee of the Collateral Value Insurer or the Contingent Collateral Value Insurer); provided, that in the case of this clause (B)(z), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such Covered Policy; provided further, and for greater clarity, in the case of this clause (B)(z), any transfer or change in legal ownership caused solely by a Person other than a Guarantor Responsible Party that is permitted by the Transaction Documents shall not result in liability or responsibility hereunder for the Guarantor. (c) Nothing in subsection (b) of this Section 2 shall limit or otherwise restrict in any manner the rights, powers and privileges of any Agent against the Guarantor under any other Loan Document to which the Guarantor is a party.following respective meanings:

Guaranty. (a) The Each U.S. Loan Guarantor hereby (i) irrevocablyagrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, absolutely and unconditionally guarantees to the Lenders the prompt payment by the Borrowerwhen due, as and when due and payable (whether by scheduled at stated maturity, required prepayment, acceleration, demand upon acceleration or otherwise), and at all times thereafter, of the Secured Obligations and all Obligations from time to time owing in respect of the Financing Agreement or any other Loan Document, whether for principal, interest (costs and expenses including, without limitation, all interest court costs and attorneys’ and paralegals’ fees and expenses paid or incurred by the Administrative Agent, the Issuing Bank and the Lenders in endeavoring to collect all or any part of the Secured Obligations from, or in prosecuting any action against, either Borrower, any Loan Guarantor or any other guarantor of all or any part of the Secured Obligations (such costs and expenses, together with the Secured Obligations, collectively the “U.S. Guaranteed Obligations”). Each U.S. Loan Guarantor further agrees that accrues after the commencement of U.S. Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any Insolvency Proceeding with respect such extension or renewal. (b) Each Foreign Loan Guarantor hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, absolutely and unconditionally guarantees to the BorrowerLenders the prompt payment when due, whether or not a claim for post-filing interest is allowed in such proceeding)at stated maturity, fees, commissions, expense reimbursements, indemnifications upon acceleration or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to the Borrower (notwithstanding the operation at all times thereafter, of the automatic stay under Section 362(a) Canadian Secured Obligations and all costs and expenses including, without limitation, all court costs and attorneys’ and paralegals’ fees and expenses paid or incurred by the Administrative Agent, the Issuing Bank and the Lenders in endeavoring to collect all or any part of the U.S. Bankruptcy Code)Canadian Secured Obligations from, and the due performance and observance by the Borrower or in prosecuting any action against, either Borrower, any Loan Guarantor or any other guarantor of its other obligations now all or hereafter existing in respect any part of the Loan Documents Canadian Secured Obligations (such costs and expenses, together with the Canadian Secured Obligations, collectively the “Foreign Guaranteed Obligations” and, together with the U.S. Guaranteed Obligations, the “Guaranteed Obligations”). Each Foreign Loan Guarantor further agrees that the Foreign Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and (ii) agrees to pay that it remains bound upon its guarantee notwithstanding any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents and the Lenders in enforcing any rights under this Guaranty. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Agents and the Lenders under any Loan Document but for the fact that they are unenforceable such extension or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Credit Party. (b) Notwithstanding anything contained in this Guaranty, except as provided in clause (ii) of this Section 2(b) and Section 2(c), (x) the Guarantor shall not have any liability under this Guaranty for the payment or performance of the Guaranteed Obligations, (y) the Guarantor shall not have any obligation to expend its own funds in the performance of any provision of any Loan Document, and (z) no Agent nor any Lender shall obtain any deficiency judgment against the Guarantor with respect to any of the foregoing; provided, however, that: (i) nothing contained herein shall limit or otherwise restrict (A) any Agent’s or any Lender’s rights and remedies against any of the Collateral under any other Loan Document, either at law or equity, including, without limitation, any rights or remedies with respect to the Equity Interests of the Borrower owned by the Guarantor, (B) the Agent or any Lender from bringing any action, suit or proceeding for specific performance against the Guarantor to perform any obligation imposed on the Guarantor hereunder, (C) recourse to or liability of the Guarantor for any fraud committed by the Guarantor or material misrepresentation by the Guarantor in any Loan Document to which the Guarantor is a party, or (D) the obligations of the Guarantor under any Loan Document which obligations are either directly in favor of any Agent or any Lender or have been assigned to any Agent or any Lender, each of which may be enforced by and for the benefit of the Agents and Lenders, and (ii) the Guarantor shall have (A) full liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any act (or omission to act) constituting fraud or willful misconduct on the part of the Guarantor that impairs the Agents’ and the Lenders’ ability to be repaid under the Loan Documents occurs, or (y) the Guarantor authorizes, approves, participates in or assists the Borrower or the Originator in commencing a voluntary or involuntary case under the Bankruptcy Code or any other Insolvency Proceeding, and (B) liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any Collections are not promptly deposited directly into the Collection Account (other than Collections (i) delivered to the Servicer pursuant to the Servicing Agreement or (ii) inadvertently deposited into an account of the Originator or any Affiliate and promptly removed from such account and deposited into the Collection Account); provided, that in the case of this clause (B)(x), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the Collections not promptly deposited directly into the Collection Account or (y) the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or Contingent Collateral Value Policy shall refer any claim to the Collateral Value Insurer or Contingent Collateral Value Insurer knowing the same to be fraudulent and at the time, the Borrower is not owned by a Lender or its Affiliates; provided, that in the case of this clause (B)(y), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such fraudulent claim and shall only arise if the action involved was taken by the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or the Contingent Collateral Value Policy or (z) the applicable Premium Finance Borrower, the Originator or the Borrower ceases to be the legal owner of a Covered Policy (as defined in the Collateral Value Policy or Contingent Collateral Value Policy) and the Guarantor and/or an employee of Imperial and/or its Subsidiaries (collectively, the “Guarantor Responsible Parties”), directly or indirectly, caused, or assisted another Person in, the transfer of legal title of such Covered Policy from the applicable Premium Finance Borrower, the Originator or the Borrower to another Person other than the Collateral Value Insurer or the Contingent Collateral Value Insurer (or a designee of the Collateral Value Insurer or the Contingent Collateral Value Insurer); provided, that in the case of this clause (B)(z), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such Covered Policy; provided further, and for greater clarity, in the case of this clause (B)(z), any transfer or change in legal ownership caused solely by a Person other than a Guarantor Responsible Party that is permitted by the Transaction Documents shall not result in liability or responsibility hereunder for the Guarantorrenewal. (c) Nothing in subsection (b) All terms of this Section 2 shall limit Loan Guaranty apply to and may be enforced by or otherwise restrict in any manner the rights, powers and privileges on behalf of any Agent against domestic or foreign branch or Affiliate of any Lender that extended any portion of the Guarantor under any other Loan Document to which the Guarantor is a partyGuaranteed Obligations.

Guaranty. (a) The Each Loan Guarantor and any of its successors or assigns (other than those that have delivered a separate Loan Guaranty) hereby (i) irrevocablyagrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, absolutely and unconditionally guarantees guarantees, to the extent permissible under the laws of the country in which such Loan Guarantor is located or organized, to the Lenders, the Agents and the Issuing Banks (collectively, the “Guaranteed Parties”) the prompt payment by the Borrowerwhen due, as and when due and payable (whether by scheduled at stated maturity, required prepayment, acceleration, demand upon acceleration or otherwise), and at all times thereafter, of the Secured Obligations and all Obligations from time to time owing in respect of the Financing Agreement or any other Loan Document, whether for principal, interest (costs and expenses including, without limitation, all interest that accrues after court costs and attorneys’ and paralegals’ fees (including allocated costs of in-house counsel and paralegals) and expenses paid or incurred by the commencement Agents, the Issuing Banks and the Lenders in endeavoring to collect all or any part of the Secured Obligations from, or in prosecuting any Insolvency Proceeding with respect to the action against, any Borrower, whether any other Loan Guarantor or not a claim for post-filing interest is allowed in such proceeding), fees, commissions, expense reimbursements, indemnifications any other guarantor of all or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to the Borrower (notwithstanding the operation part of the automatic stay under Section 362(a) of Secured Obligations (such costs and expenses, together with the U.S. Bankruptcy Code)Secured Obligations, and the due performance and observance by the Borrower of its other obligations now or hereafter existing in respect of the Loan Documents (collectively the “Guaranteed Obligations”). Each Loan Guarantor further agrees that the Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. All terms of this Loan Guaranty apply to and may be enforced by or on behalf of any domestic or foreign branch or Affiliate of any Lender that extended any portion of the Guaranteed Obligations. Notwithstanding anything in the foregoing to the contrary, in no event shall the Guarantee Obligations of any European Loan Party include the Obligations of the US Loan Parties. If any payment by a Loan Guarantor or any discharge given by a Guaranteed Party (iiwhether in respect of the obligations of any Loan Guarantor or any security for those obligations or otherwise) agrees is avoided or reduced as a result of insolvency or any similar event: (a) the liability of each Loan Guarantor shall continue as if the payment, discharge, avoidance or reduction had not occurred; and (b) each Guaranteed Party shall be entitled to pay recover the value or amount of that security or payment from each Loan Guarantor, as if the payment, discharge, avoidance or reduction had not occurred. The obligations of each Loan Guarantor under this Article X will not be affected by an act, omission, matter or thing which, but for this Article X, would reduce, release or prejudice any of its obligations under this Article X (without limitation and all expenses whether or not known to it or any Guaranteed Party) including: (including reasonable counsel fees and expensesa) incurred by any time, waiver or consent granted to, or composition with, any Loan Guarantor or other person; (b) the Agents and release of any other Loan Guarantor or any other person under the Lenders in enforcing terms of any composition or arrangement with any creditor of any member of the European Group; (c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Loan Guarantor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security; (d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Loan Guarantor or any other person; (e) any amendment, novation, supplement, extension (whether of maturity or otherwise) or restatement (in each case, however fundamental and of whatsoever nature) or replacement of a Loan Document or any other document or security; (f) any unenforceability, illegality or invalidity of any obligation of any person under this Guarantyany Loan Document or any other document or security; or (g) any insolvency or similar proceedings. Without limiting prejudice to the generality of the foregoingabove, the Guarantor’s liability each Loan Guarantor expressly confirms, as permissible under applicable law, that it intends that this guarantee shall extend from time to all amounts that constitute part time to any (however fundamental) variation, increase, extension or addition of or to any of the Loan Documents and/or any amount made available under any of the Loan Documents for the purposes of or in connection with any of the following: acquisitions of any nature; increasing working capital; enabling investor distributions to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing. Each Loan Guarantor waives any right it may have of first requiring any Guaranteed Obligations and would be owed by the Borrower Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from that Loan Guarantor under this Article X. This waiver applies irrespective of any law or any provision of a Loan Document to the Agents contrary. This guarantee is in addition to and the Lenders under is not in any Loan Document but for the fact that they are unenforceable way prejudiced by any other guarantee or security now or subsequently held by any Guaranteed Party. This guarantee does not allowable due apply to any liability to the existence extent that it would result in this guarantee constituting unlawful financial assistance within the meaning of a bankruptcySection 151 of the UK Companies ▇▇▇ ▇▇▇▇, reorganization or similar proceeding involving section 60 of the Irish Companies ▇▇▇ ▇▇▇▇, or any Credit Partyequivalent and applicable provisions under the laws of the jurisdiction of incorporation of the relevant Loan Guarantor. (b) Notwithstanding anything contained to the contrary in this Guarantythe Credit Agreement, except as provided in clause (ii) the aggregate obligations and liabilities of this Section 2(b) and Section 2(c), (x) any entity incorporated under the Guarantor shall not have any liability under this Guaranty for the payment or performance laws of the Guaranteed Obligations, Grand Duchy of Luxembourg (ya “Luxembourg Guarantor”) the Guarantor shall not have any obligation to expend its own funds in the performance of any provision of any Loan Document, and (z) no Agent nor any Lender shall obtain any deficiency judgment against the Guarantor with respect to the repayment under a joint and several liability clause of any borrowing, costs or expenses, and the granting of the foregoing; providedany guarantee, however, thatindemnity or security under this Agreement: (i) nothing contained herein shall limit or otherwise restrict (A) not include any Agent’s or any Lender’s rights and remedies against any payment which, if made, would either constitute a misuse of corporate assets as defined under article 171-1 of the Collateral under any other Loan Document, either at law LSC or equity, including, without limitation, any rights or remedies with respect amount to the Equity Interests prohibited financial assistance as provided in article 49-6 of the Borrower owned by the Guarantor, (B) the Agent or any Lender from bringing any action, suit or proceeding for specific performance against the Guarantor to perform any obligation imposed on the Guarantor hereunder, (C) recourse to or liability of the Guarantor for any fraud committed by the Guarantor or material misrepresentation by the Guarantor in any Loan Document to which the Guarantor is a party, or (D) the obligations of the Guarantor under any Loan Document which obligations are either directly in favor of any Agent or any Lender or have been assigned to any Agent or any Lender, each of which may be enforced by and for the benefit of the Agents and Lenders, LSC; and (ii) shall be limited to the Guarantor shall have aggregate of: (A) full any sums borrowed by such Luxembourg Guarantor or any obligation or liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any act (of such Luxembourg Guarantor’s direct or omission to act) constituting fraud or willful misconduct on the part of the Guarantor that impairs the Agents’ and the Lenders’ ability to be repaid indirect subsidiaries incurred under the Loan Documents occurs, or (y) the Guarantor authorizes, approves, participates in or assists the Borrower or the Originator in commencing a voluntary or involuntary case under the Bankruptcy Code or any other Insolvency Proceeding, and Credit Agreement; and (B) liability ninety-five percent (95%) of the net assets of such Luxembourg Guarantor, where the net assets means the shareholder’s equity (capitaux propres, as referred to in article 34 of the Luxembourg law of December 19, 2002 on the commercial register and responsibility for the Guaranteed Obligations and other obligations hereunder if (xannual accounts) any Collections are not promptly deposited directly into the Collection Account (other than Collections of such Luxembourg Guarantor as (i) delivered to shown in the Servicer pursuant to latest financial statements (comptes annuels) available at the Servicing Agreement date of the relevant payment hereunder and approved by the shareholders of such Luxembourg Guarantor or (ii) inadvertently deposited into an account existing as of the Originator or any Affiliate and promptly removed from such account and deposited into the Collection Account); provided, that in the case of this clause (B)(x), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the Collections not promptly deposited directly into the Collection Account or (y) the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or Contingent Collateral Value Policy shall refer any claim to the Collateral Value Insurer or Contingent Collateral Value Insurer knowing the same to be fraudulent and at the time, the Borrower is not owned by a Lender or its Affiliates; provided, that in the case of this clause (B)(y), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such fraudulent claim and shall only arise if the action involved was taken by the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or the Contingent Collateral Value Policy or (z) the applicable Premium Finance Borrower, the Originator or the Borrower ceases to be the legal owner of a Covered Policy (as defined in the Collateral Value Policy or Contingent Collateral Value Policy) and the Guarantor and/or an employee of Imperial and/or its Subsidiaries (collectively, the “Guarantor Responsible Parties”), directly or indirectly, caused, or assisted another Person in, the transfer of legal title of such Covered Policy from the applicable Premium Finance Borrower, the Originator or the Borrower to another Person other than the Collateral Value Insurer or the Contingent Collateral Value Insurer (or a designee of the Collateral Value Insurer or the Contingent Collateral Value Insurer); provided, that in the case of this clause (B)(z), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such Covered Policy; provided further, and for greater clarity, in the case of this clause (B)(z), any transfer or change in legal ownership caused solely by a Person other than a Guarantor Responsible Party that is permitted by the Transaction Documents shall not result in liability or responsibility hereunder for the GuarantorClosing Date. (c) Nothing in subsection (b) of this Section 2 shall limit or otherwise restrict in any manner the rights, powers and privileges of any Agent against the Guarantor under any other Loan Document to which the Guarantor is a party.

Guaranty. (a) The Subject to the provisions hereof, Guarantor hereby (i) -------- irrevocably, absolutely and unconditionally guarantees the prompt timely payment by the Borrower, as and when of all financial obligations which become due and payable by Debtor to Creditor under or in connection with the Contract (whether by scheduled maturitycollectively, required prepayment"Obligations" and individually, accelerationan "Obligation") such that, demand if Debtor fails, neglects or otherwise)refuses to perform any Obligation, of Guarantor shall make such payment within ten business days after Guarantor receives written notice thereof. Notwithstanding the foregoing, as to any Obligation which Guarantor is called upon to pay or cause payment to be made, Guarantor reserves to itself the right to assert any and all Obligations from time to time owing in respect of defenses under the Financing Agreement or any other Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding Contract which Debtor could assert against Creditor with respect to the Borrower, whether or not a claim for post-filing interest is allowed in such proceeding), fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to the Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the U.S. Bankruptcy Code), and the due performance and observance by the Borrower of its other obligations now or hereafter existing in respect of the Loan Documents (the “Guaranteed Obligations”), and (ii) agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents and the Lenders in enforcing any rights under this Guaranty. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Agents and the Lenders under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Credit Party. (b) Notwithstanding anything contained in this Guaranty, except as provided in clause (ii) of this Section 2(b) and Section 2(c), (x) the Guarantor shall not have any liability under this Guaranty for the payment or performance of the Guaranteed Obligations, (y) the Guarantor shall not have any obligation to expend its own funds in the performance of any provision of any Loan Document, and (z) no Agent nor any Lender shall obtain any deficiency judgment against the Guarantor with respect to any of the foregoingObligation; provided, however, that: (i) nothing contained herein that such reservation shall limit not include any legal or otherwise restrict (A) any Agent’s equitable discharge or any Lender’s rights and remedies against defense of a guarantor or surety arising out of any of the Collateral events described in Section 2 or Section 3 hereof. The guarantee of Guarantor pursuant to this Section 1 is limited to 50 percent of the Obligations ; provided, however, that in no event shall the maximum aggregate liability of Guarantor under this Guaranty exceed $10,000,000 (the "Guaranty Cap Amount") plus any other Loan Document, either at law amounts owed for collecting or equity, including, without limitation, any rights or remedies with respect enforcing this Guaranty pursuant to the Equity Interests next sentence hereof; provided further, that Guarantor's obligations hereunder are separate and independent obligations from those of the Borrower owned by the Guarantor, (B) the Agent or any Lender from bringing any action, suit or proceeding Dominion under Dominion's Guaranty of even date herewith and neither Guarantor nor Dominion shall be liable for specific performance against the Guarantor to perform any obligation imposed on the Guarantor hereunder, (C) recourse to or liability of the Guarantor for any fraud committed by the Guarantor or material misrepresentation by the Guarantor in any Loan Document to which the Guarantor is a party, or (D) the obligations of the Guarantor other under any Loan Document which obligations are either directly in favor their respective guaranties by reason of any Agent joint and several liability or any Lender or have been assigned otherwise. In addition to any Agent or any Lender, each of which may be enforced by and Guarantor's liability for the benefit Obligations set forth herein, Guarantor agrees to pay to Creditor such further amounts as shall be sufficient to cover the costs of the Agents collecting or enforcing this Guaranty (including reasonable fees, expenses and Lenders, and (ii) the Guarantor shall have (A) full liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any act (or omission to act) constituting fraud or willful misconduct on the part disbursements of the Guarantor that impairs the Agents’ and the Lenders’ ability to be repaid under the Loan Documents occurs, or (y) the Guarantor authorizes, approves, participates in or assists the Borrower or the Originator in commencing a voluntary or involuntary case under the Bankruptcy Code or any other Insolvency Proceeding, and (B) liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any Collections are not promptly deposited directly into the Collection Account (other than Collections (i) delivered to the Servicer pursuant to the Servicing Agreement or (ii) inadvertently deposited into an account of the Originator or any Affiliate and promptly removed from such account and deposited into the Collection Accountcounsel); provided, that in the case of this clause (B)(x), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the Collections not promptly deposited directly into the Collection Account or (y) the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or Contingent Collateral Value Policy shall refer any claim to the Collateral Value Insurer or Contingent Collateral Value Insurer knowing the same to be fraudulent and at the time, the Borrower is not owned by a Lender or its Affiliates; provided, that in the case of this clause (B)(y), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such fraudulent claim and shall only arise if the action involved was taken by the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or the Contingent Collateral Value Policy or (z) the applicable Premium Finance Borrower, the Originator or the Borrower ceases to be the legal owner of a Covered Policy (as defined in the Collateral Value Policy or Contingent Collateral Value Policy) and the Guarantor and/or an employee of Imperial and/or its Subsidiaries (collectively, the “Guarantor Responsible Parties”), directly or indirectly, caused, or assisted another Person in, the transfer of legal title of such Covered Policy from the applicable Premium Finance Borrower, the Originator or the Borrower to another Person other than the Collateral Value Insurer or the Contingent Collateral Value Insurer (or a designee of the Collateral Value Insurer or the Contingent Collateral Value Insurer); provided, that in the case of this clause (B)(z), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such Covered Policy; provided further, and for greater clarity, in the case of this clause (B)(z), any transfer or change in legal ownership caused solely by a Person other than a Guarantor Responsible Party that is permitted by the Transaction Documents shall not result in liability or responsibility hereunder for the Guarantor. (c) Nothing in subsection (b) of this Section 2 shall limit or otherwise restrict in any manner the rights, powers and privileges of any Agent against the Guarantor under any other Loan Document to which the Guarantor . This Guaranty is a partyguaranty of payment and not of collection.

Guaranty. (a) The Subject to Section 2.21 of the Credit Agreement, each Guarantor hereby (i) irrevocably, absolutely guarantees to the Lenders and unconditionally guarantees the prompt Administrative Agent the full and punctual payment by the Borrower, as and when due and payable (whether by scheduled at stated maturity, by required prepaymentpre-payment, acceleration, demand by acceleration or otherwise), ) of all Obligations from time to time owing in respect of the Financing obligations of the Borrower under the Credit Agreement or any and the other Loan Document, whether for principal, interest Documents (including, without limitationbut not limited to, all interest that accrues after the commencement principal of any Insolvency Proceeding with respect the Loans advanced to the Borrower, whether or not a claim for post-filing interest is allowed all Reimbursement Obligations of the Borrower in such proceeding)respect of Letters of Credit, and all interest, fees, commissionsexpenses, expense reimbursements, indemnifications or otherwise, indemnities and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to other amounts payable by the Borrower (notwithstanding under the Credit Agreement), including all such which would become due but for the operation of the automatic stay under Section pursuant to §362(a) of the U.S. Federal Bankruptcy Code (Title 11, United States Code), ) and the due performance and observance by the Borrower operation of its other obligations now or hereafter existing in respect §502(b) of the Loan Documents Federal Bankruptcy Code (collectively, the “Guaranteed Obligations”). This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all such Guaranteed Obligations, and (ii) agrees not of their collectibility only and is in no way conditioned upon any requirement that the Administrative Agent or any Lender first attempt to pay collect any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents and the Lenders in enforcing any rights under this Guaranty. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by from the Borrower or resort to the Agents and the Lenders under any Loan Document but for the fact that they are unenforceable or not allowable due other means of obtaining payment. Should an Event of Default occur with respect to the existence of a bankruptcy, reorganization or similar proceeding involving any Credit Party. (b) Notwithstanding anything contained in this Guaranty, except as provided in clause (ii) of this Section 2(b) and Section 2(c), (x) the Guarantor shall not have any liability under this Guaranty for the payment or performance of the any such Guaranteed Obligations, (y) the Guarantor shall not have any obligation to expend its own funds in the performance of any provision of any Loan Document, and (z) no Agent nor any Lender shall obtain any deficiency judgment against the Guarantor with respect to any Obligations of the foregoing; providedBorrower, however, that: (i) nothing contained herein shall limit or otherwise restrict (A) any Agent’s or any Lender’s rights and remedies against any of the Collateral under any other Loan Document, either at law or equity, including, without limitation, any rights or remedies with respect to the Equity Interests of the Borrower owned by the Guarantor, (B) the Agent or any Lender from bringing any action, suit or proceeding for specific performance against the Guarantor to perform any obligation imposed on the Guarantor hereunder, (C) recourse to or liability of the Guarantor for any fraud committed by the Guarantor or material misrepresentation by the Guarantor in any Loan Document to which the Guarantor is a party, or (D) the obligations of the Guarantor Guarantors under any Loan Document which obligations are either directly this Guaranty with respect to such Guaranteed Obligations in favor of any Agent or any Lender or have been assigned default shall, upon demand by the Administrative Agent, become immediately due and payable to any Agent or any Lenderthe Administrative Agent, each of which may be enforced by and for the benefit of the Agents Lenders and Lendersthe Administrative Agent, and (ii) without demand or notice of any nature, all of which are expressly waived by each Guarantor. Payments by any Guarantor in respect of this Guaranty may be required by the Administrative Agent on any number of occasions. All payments by any Guarantor in respect of this Guaranty shall have (A) full liability be made to the Administrative Agent, in the manner and responsibility at the place of payment specified in the Credit Agreement, for the Guaranteed Obligations account of the Lenders and other the Administrative Agent. Anything contained herein to the contrary notwithstanding, the obligations of each Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder if (x) any act (subject to avoidance as a fraudulent transfer or omission to act) constituting fraud or willful misconduct on the part conveyance under §548 of the Guarantor that impairs the Agents’ and the Lenders’ ability to be repaid under the Loan Documents occurs, or (y) the Guarantor authorizes, approves, participates in or assists the Borrower or the Originator in commencing a voluntary or involuntary case under the Federal Bankruptcy Code or any other Insolvency Proceeding, and (B) liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any Collections are not promptly deposited directly into the Collection Account (other than Collections (i) delivered to the Servicer pursuant to the Servicing Agreement or (ii) inadvertently deposited into an account of the Originator or any Affiliate and promptly removed from such account and deposited into the Collection Account); provided, that in the case of this clause (B)(x), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the Collections not promptly deposited directly into the Collection Account or (y) the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or Contingent Collateral Value Policy shall refer any claim to the Collateral Value Insurer or Contingent Collateral Value Insurer knowing the same to be fraudulent and at the time, the Borrower is not owned by a Lender or its Affiliates; provided, that in the case of this clause (B)(y), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such fraudulent claim and shall only arise if the action involved was taken by the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or the Contingent Collateral Value Policy or (z) the applicable Premium Finance Borrower, the Originator or the Borrower ceases to be the legal owner of a Covered Policy (as defined in the Collateral Value Policy or Contingent Collateral Value Policy) and the Guarantor and/or an employee of Imperial and/or its Subsidiaries (collectively, the “Guarantor Responsible Parties”), directly or indirectly, caused, or assisted another Person in, the transfer of legal title of such Covered Policy from the applicable Premium Finance Borrower, the Originator or the Borrower to another Person other than the Collateral Value Insurer or the Contingent Collateral Value Insurer (or a designee of the Collateral Value Insurer or the Contingent Collateral Value Insurer); provided, that in the case of this clause (B)(z), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such Covered Policy; provided further, and for greater clarity, in the case of this clause (B)(z), any transfer or change in legal ownership caused solely by a Person other than a Guarantor Responsible Party that is permitted by the Transaction Documents shall not result in liability or responsibility hereunder for the Guarantor. (c) Nothing in subsection (b) of this Section 2 shall limit or otherwise restrict in any manner the rights, powers and privileges comparable provisions of any Agent against the Guarantor under any other Loan Document to which the Guarantor is a partysimilar federal or state Law.

Guaranty. (a) The Each US Loan Guarantor hereby (i) irrevocablyagrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, absolutely and unconditionally guarantees to the Lenders the prompt payment by the Borrowerwhen due, as and when due and payable (whether by scheduled at stated maturity, required prepayment, acceleration, demand upon acceleration or otherwise), and at all times thereafter, of the US Secured Obligations and all Obligations from time to time owing in respect of the Financing Agreement or any other Loan Documentreasonable, whether for principal, interest (documented out-of-pocket costs and expenses including, without limitation, all interest court costs and attorneys’ and paralegals’ fees (including allocated costs of in-house counsel and paralegals) and expenses paid or incurred by the Administrative Agent, the Issuing Bank and the Lenders in endeavoring to collect all or any part of the US Secured Obligations from, or in prosecuting any action against, the US Borrower, any US Loan Guarantor or any other guarantor of all or any part of the US Secured Obligations (such costs and expenses, together with the US Secured Obligations, collectively the “US Guaranteed Obligations”). Each US Loan Guarantor further agrees that accrues after the commencement US Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. All terms of this Loan Guaranty apply to and may be enforced by or on behalf of any Insolvency Proceeding with respect domestic or foreign branch or Affiliate of any Lender that extended any portion of the US Guaranteed Obligations. (b) Each Loan Guarantor hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, absolutely and unconditionally guarantees to the BorrowerLenders the prompt payment when due, whether or not a claim for post-filing interest is allowed in such proceeding)at stated maturity, fees, commissions, expense reimbursements, indemnifications upon acceleration or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to the Borrower (notwithstanding the operation at all times thereafter, of the automatic stay under Section 362(aNetherlands Secured Obligations and all reasonable, documented out-of-pocket costs and expenses including, without limitation, all court costs and attorneys’ and paralegals’ fees (including allocated costs of in-house counsel and paralegals) and expenses paid or incurred by the Administrative Agent and the Lenders in endeavoring to collect all or any part of the U.S. Bankruptcy Code)Netherlands Secured Obligations from, and the due performance and observance by the Borrower or in prosecuting any action against, any Borrower, any Loan Guarantor or any other guarantor of its other obligations now all or hereafter existing in respect any part of the Loan Documents Netherlands Secured Obligations (such costs and expenses, together with the Netherlands Secured Obligations, collectively the “Netherlands Guaranteed Obligations” and together with the US Guaranteed Obligations, the “Guaranteed Obligations”). Each Loan Guarantor further agrees that the Netherlands Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and (ii) agrees to pay that it remains bound upon its guarantee notwithstanding any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents and the Lenders in enforcing any rights under this Guarantysuch extension or renewal. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Agents and the Lenders under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Credit Party. (b) Notwithstanding anything contained in this Guaranty, except as provided in clause (ii) All terms of this Section 2(b) Loan Guaranty apply to and Section 2(c), (x) the Guarantor shall not have any liability under this Guaranty for the payment or performance of the Guaranteed Obligations, (y) the Guarantor shall not have any obligation to expend its own funds in the performance of any provision of any Loan Document, and (z) no Agent nor any Lender shall obtain any deficiency judgment against the Guarantor with respect to any of the foregoing; provided, however, that: (i) nothing contained herein shall limit or otherwise restrict (A) any Agent’s or any Lender’s rights and remedies against any of the Collateral under any other Loan Document, either at law or equity, including, without limitation, any rights or remedies with respect to the Equity Interests of the Borrower owned by the Guarantor, (B) the Agent or any Lender from bringing any action, suit or proceeding for specific performance against the Guarantor to perform any obligation imposed on the Guarantor hereunder, (C) recourse to or liability of the Guarantor for any fraud committed by the Guarantor or material misrepresentation by the Guarantor in any Loan Document to which the Guarantor is a party, or (D) the obligations of the Guarantor under any Loan Document which obligations are either directly in favor of any Agent or any Lender or have been assigned to any Agent or any Lender, each of which may be enforced by and for the benefit of the Agents and Lenders, and (ii) the Guarantor shall have (A) full liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any act (or omission to act) constituting fraud or willful misconduct on the part of the Guarantor that impairs the Agents’ and the Lenders’ ability to be repaid under the Loan Documents occurs, or (y) the Guarantor authorizes, approves, participates in or assists the Borrower or the Originator in commencing a voluntary or involuntary case under the Bankruptcy Code or any other Insolvency Proceeding, and (B) liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any Collections are not promptly deposited directly into the Collection Account (other than Collections (i) delivered to the Servicer pursuant to the Servicing Agreement or (ii) inadvertently deposited into an account of the Originator or any Affiliate and promptly removed from such account and deposited into the Collection Account); provided, that in the case of this clause (B)(x), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the Collections not promptly deposited directly into the Collection Account or (y) the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy any domestic or Contingent Collateral Value Policy shall refer foreign branch or Affiliate of any claim to the Collateral Value Insurer or Contingent Collateral Value Insurer knowing the same to be fraudulent and at the time, the Borrower is not owned by a Lender or its Affiliates; provided, that in the case of this clause (B)(y), such liability and responsibility extended any portion of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such fraudulent claim and shall only arise if the action involved was taken by the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or the Contingent Collateral Value Policy or (z) the applicable Premium Finance Borrower, the Originator or the Borrower ceases to be the legal owner of a Covered Policy (as defined in the Collateral Value Policy or Contingent Collateral Value Policy) and the Guarantor and/or an employee of Imperial and/or its Subsidiaries (collectively, the “Guarantor Responsible Parties”), directly or indirectly, caused, or assisted another Person in, the transfer of legal title of such Covered Policy from the applicable Premium Finance Borrower, the Originator or the Borrower to another Person other than the Collateral Value Insurer or the Contingent Collateral Value Insurer (or a designee of the Collateral Value Insurer or the Contingent Collateral Value Insurer); provided, that in the case of this clause (B)(z), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such Covered Policy; provided further, and for greater clarity, in the case of this clause (B)(z), any transfer or change in legal ownership caused solely by a Person other than a Guarantor Responsible Party that is permitted by the Transaction Documents shall not result in liability or responsibility hereunder for the GuarantorNetherlands Guaranteed Obligations. (c) Nothing in subsection (b) of this Section 2 shall limit or otherwise restrict in any manner the rights, powers and privileges of any Agent against the Guarantor under any other Loan Document to which the Guarantor is a party.

Guaranty. FOR VALUE RECEIVED and in consideration for and as an inducement to NORMANDY ▇▇▇▇▇▇▇▇▇ ROAD, LLC, a Delaware limited liability company (a“Landlord”) The Guarantor hereby (i) irrevocablyto lease certain real property to OXFORD IMMUNOTEC, absolutely and unconditionally guarantees the prompt payment by the BorrowerLIMITED, a Delaware corporation, as and when due and payable tenant (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise“Tenant”), pursuant to a lease dated as of March 1, 2013 (the “Lease”) by and between Landlord and Tenant, the undersigned, OXFORD IMMUNOTEC, LIMITED, a United Kingdom company (“Guarantor”), does hereby unconditionally and irrevocably guarantee to Landlord the punctual payment of all Obligations from time to time owing Rent (as such term is defined in respect the Lease) payable by Tenant under the Lease throughout the term of the Financing Agreement or Lease and any other Loan Document, whether for principal, interest (including, without limitation, and all interest that accrues after the commencement of any Insolvency Proceeding renewals and extensions thereof in accordance with respect and subject to the Borrower, whether or not a claim for post-filing interest is allowed in such proceeding), fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to the Borrower (notwithstanding the operation provisions of the automatic stay under Section 362(a) of the U.S. Bankruptcy Code)Lease, and the due full performance and observance of all other terms, covenants, conditions and agreements therein provided to be performed and observed by Tenant under the Borrower of its other obligations now or hereafter existing in respect terms of the Loan Documents (Lease, for which the “Guaranteed Obligations”)undersigned shall be jointly and severally liable with Tenant. If any Default on the part of Tenant shall occur under the Lease, the undersigned does hereby covenant and (ii) agrees agree to pay any to Landlord in each and all expenses (including reasonable counsel fees every instance such sum or sums of money and expenses) to perform each and every covenant, condition and agreement under the Lease as Tenant is and shall become liable for or obligated to pay or perform under the Lease, together with the costs reasonably incurred by the Agents and the Lenders Landlord in enforcing any rights under this Guaranty. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Agents and the Lenders under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Credit Party. (b) Notwithstanding anything contained in this Guaranty, except as provided in clause (ii) of this Section 2(b) and Section 2(c), (x) the Guarantor shall not have any liability under this Guaranty for the payment or performance of the Guaranteed Obligations, (y) the Guarantor shall not have any obligation to expend its own funds in the performance of any provision of any Loan Document, and (z) no Agent nor any Lender shall obtain any deficiency judgment against the Guarantor with respect to any of the foregoing; provided, however, that: (i) nothing contained herein shall limit or otherwise restrict (A) any Agent’s or any Lender’s rights and remedies against any of the Collateral under any other Loan Document, either at law or equityconnection therewith, including, without limitation, reasonable attorneys’ fees. Such payments of Rent and other sums shall be made monthly or at such other intervals as the same shall or may become payable under the Lease, including any rights accelerations thereof, all without requiring any notice from Landlord (other than any notice required by the Lease) of such non-payment or remedies with respect non performance, all of which the undersigned hereby expressly waives. The maintenance of any action or proceeding by Landlord to recover any sum or sums that may be or become due under the Equity Interests Lease and to secure the performance of any of the Borrower owned by other terms, covenants and conditions of the Guarantor, (B) Lease shall not preclude Landlord from thereafter instituting and maintaining subsequent actions or proceedings for any subsequent Default or Defaults of Tenant under the Agent or any Lender from bringing any action, suit or proceeding for specific performance against Lease. The undersigned does hereby consent that without affecting the Guarantor to perform any obligation imposed on the Guarantor hereunder, (C) recourse to or liability of the Guarantor undersigned under this Guaranty and without notice to the undersigned, time may be given by Landlord to Tenant for payment of Rent and such other sums and performance of said other terms, covenants and conditions, or any fraud committed of them, and such time extended and indulgence granted, from time to time, or Tenant may be dispossessed or Landlord may avail itself of or exercise any or all of the rights and remedies against Tenant provided by law or by the Guarantor Lease, and may proceed either against Tenant alone or material misrepresentation jointly against Tenant and the undersigned or against the undersigned alone without first prosecuting or exhausting any remedy or claim against Tenant. The undersigned does hereby further consent to any subsequent change, modification or amendment of the Lease as agreed by the Guarantor parties in any Loan Document to which the Guarantor is a partyof its terms, covenants or conditions, or (D) in the Rent payable thereunder, or in the premises demised thereby, or in the term thereof, and to any assignment or assignments of the Lease, and to any subletting or sublettings of the premises demised by the Lease, and to any renewals or extensions thereof, all of which may be made without notice to or consent of the undersigned and without in any manner releasing or relieving the undersigned from liability under this Guaranty. The undersigned does hereby agree that the bankruptcy of Tenant shall have no effect on the obligations of the Guarantor under any Loan Document which obligations are either directly undersigned hereunder. The undersigned does hereby further agree that in favor respect of any Agent payments made by the undersigned hereunder, the undersigned shall not have any rights based on suretyship, subrogation or any Lender or otherwise to stand in the place of Landlord so as to compete with Landlord as a creditor of Tenant, unless and until all claims of Landlord under the Lease shall have been assigned fully paid and satisfied. Neither this Guaranty nor any of the provisions hereof can be modified, waived or terminated, except by a written instrument signed by Landlord. The provisions of this Guaranty shall apply to, bind and inure to any Agent or any Lender, each of which may be enforced by and for the benefit of the Agents undersigned and LendersLandlord and their respective heirs, and (ii) legal representatives, successors and assigns. The undersigned, if there be more than one, shall be jointly and severally liable hereunder, and for purposes of such several liability the word “undersigned” wherever used herein shall be construed to refer to each of the undersigned parties separately, all in the same manner and with the same effect as if each of them had signed separate instruments, and this Guaranty shall not be revoked or impaired as to any of such parties by the death of another party or by revocation or release of any obligations hereunder of any other party. If Landlord should retain counsel and/or institute any suit against Guarantor to enforce this Guaranty or any covenants or obligations hereunder, then Guarantor shall have (A) full liability pay to Landlord, upon demand, all reasonable attorneys’ fees, costs and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any act (or omission to act) constituting fraud or willful misconduct on the part of the Guarantor that impairs the Agents’ and the Lenders’ ability to be repaid under the Loan Documents occursexpenses, or (y) the Guarantor authorizesincluding, approveswithout limitation, participates in or assists the Borrower or the Originator in commencing a voluntary or involuntary case under the Bankruptcy Code or any other Insolvency Proceedingcourt costs, filing fees, recording costs, and (B) liability all other costs and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any Collections are not promptly deposited directly into the Collection Account (other than Collections (i) delivered to the Servicer pursuant to the Servicing Agreement or (ii) inadvertently deposited into an account of the Originator or any Affiliate and promptly removed from such account and deposited into the Collection Account); provided, that in the case of this clause (B)(x), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the Collections not promptly deposited directly into the Collection Account or (y) the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower expenses incurred in connection with the Collateral Value Policy or Contingent Collateral Value Policy shall refer any claim therewith (all of which are referred to the Collateral Value Insurer or Contingent Collateral Value Insurer knowing the same to be fraudulent and at the time, the Borrower is not owned by a Lender or its Affiliates; provided, that in the case of this clause (B)(y), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such fraudulent claim and shall only arise if the action involved was taken by the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or the Contingent Collateral Value Policy or (z) the applicable Premium Finance Borrower, the Originator or the Borrower ceases to be the legal owner of a Covered Policy (herein as defined in the Collateral Value Policy or Contingent Collateral Value Policy) and the Guarantor and/or an employee of Imperial and/or its Subsidiaries (collectively, the “Guarantor Responsible PartiesEnforcement Costs”), directly or indirectly, caused, or assisted another Person inin addition to all other amounts due hereunder. This Guaranty shall be governed by and construed in accordance with the internal laws of the state where the premises demised by the Lease are located. For the purpose solely of litigating any dispute under this Guaranty, the transfer undersigned submits to the jurisdiction of legal title the courts of said state. Any notice or other communication to be given to Landlord or the undersigned hereunder shall be in writing and sent in accordance with the notice provisions of the Lease. Notices to Landlord shall be delivered to Landlord’s address as set forth in the Lease. Notices to the undersigned shall be addressed as follows: Oxford Immunotec, Limited, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, Abingdon, Oxfordshire, OX14 4RZ, U.K. If Guarantor’s notice address as set forth above changes, Guarantor agrees to provide written notice to Landlord of such Covered Policy from the applicable Premium Finance Borrower, the Originator or the Borrower to another Person other than the Collateral Value Insurer or the Contingent Collateral Value Insurer (or a designee of the Collateral Value Insurer or the Contingent Collateral Value Insurer); provided, that in the case of this clause (B)(z), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such Covered Policy; provided further, and for greater clarity, in the case of this clause (B)(z), any transfer or change in legal ownership caused solely by a Person other than a Guarantor Responsible Party that is permitted by the Transaction Documents shall not result in liability or responsibility hereunder for the Guarantoraddress. (c) Nothing in subsection (b) of this Section 2 shall limit or otherwise restrict in any manner the rights, powers and privileges of any Agent against the Guarantor under any other Loan Document to which the Guarantor is a party.

Guaranty. The GUARANTOR guarantees to the SECURED PARTIES: (a) The Guarantor hereby (i) irrevocably, absolutely the payment of any and unconditionally guarantees all sums now or hereafter due and owing to the prompt payment SECURED PARTIES by the BorrowerBORROWER as a result of or in connection with any and all existing or future indebtedness, as liability, or obligation of every kind, nature, type, and when due and payable (whether variety owed by scheduled maturity, required prepayment, acceleration, demand or otherwise), of all Obligations the BORROWER to the SECURED PARTIES from time to time owing in respect time, arising out of or related to the Financing Agreement LOANS or any other Loan Documentthe CREDIT DOCUMENTS, whether for direct or indirect, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, contractual or tortious, including, but not limited to, all amounts of principal, interest interest, charges, reimbursements, advancements, escrows, and fees; (including, without limitation, b) that all interest that accrues after sums now or hereafter due and owing by the commencement of any Insolvency Proceeding with respect BORROWER to the BorrowerSECURED PARTIES in connection with or arising from the LOANS shall be paid when and as due, whether or not a claim for post-filing interest is allowed in such proceeding)by reason of installment, feesmaturity, commissions, expense reimbursements, indemnifications acceleration or otherwise, time being of the essence; (c) the payment and whether accruing before or subsequent performance of all indemnification obligations and duties to defend owed by the BORROWER to the commencement of any Insolvency Proceeding SECURED PARTIES in accordance with respect to the Borrower (notwithstanding the operation terms of the automatic stay under Section 362(aCREDIT DOCUMENTS; and (d) of the U.S. Bankruptcy Code)timely, complete, continuous, and the due strict performance and observance by the Borrower BORROWER of its other obligations now or hereafter existing in respect each of the Loan Documents (terms, covenants, agreements and conditions contained in the “Guaranteed Obligations”), and (ii) CREDIT DOCUMENTS. The GUARANTOR agrees to pay hold harmless and indemnify the SECURED PARTIES from any and all expenses (costs and expenses, including reasonable counsel fees and expenses) attorneys’ fees, incurred by the Agents SECURED PARTIES as a result of a failure by the BORROWER to satisfy its duties and obligations under the Lenders in enforcing any rights CREDIT DOCUMENTS or the GUARANTOR’S failure to satisfy the duties and obligations assumed by the GUARANTOR under this GuarantyGUARANTY. Without limiting the generality of the foregoingAs used in this GUARANTY, the Guarantor’s liability term “OBLIGATIONS” shall extend refer to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Agents and the Lenders under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Credit Party. (b) Notwithstanding anything contained in this Guaranty, except as provided in clause (ii) of this Section 2(b) and Section 2(c), (x) the Guarantor shall not have any liability under this Guaranty for the payment or performance of the Guaranteed Obligations, (y) the Guarantor shall not have any obligation to expend its own funds in the performance of any provision of any Loan Document, and (z) no Agent nor any Lender shall obtain any deficiency judgment against the Guarantor with respect to any of the foregoing; provided, however, that: (i) nothing contained herein shall limit or otherwise restrict (A) any Agent’s or any Lender’s rights and remedies against any of the Collateral under any other Loan Document, either at law or equity, including, without limitation, any rights or remedies with respect to the Equity Interests of the Borrower owned by the Guarantor, (B) the Agent or any Lender from bringing any action, suit or proceeding for specific performance against the Guarantor to perform any obligation imposed on the Guarantor hereunder, (C) recourse to or liability of the Guarantor for any fraud committed by the Guarantor or material misrepresentation by the Guarantor in any Loan Document to which the Guarantor is a party, or (D) the obligations of the Guarantor under any Loan Document which obligations are either directly in favor of any Agent or any Lender or have been assigned to any Agent or any Lenderpayment, each of which may be enforced by and for the benefit of the Agents and Lenders, and (ii) the Guarantor shall have (A) full liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any act (or omission to act) constituting fraud or willful misconduct on the part of the Guarantor that impairs the Agents’ and the Lenders’ ability to be repaid under the Loan Documents occurs, or (y) the Guarantor authorizes, approves, participates in or assists the Borrower or the Originator in commencing a voluntary or involuntary case under the Bankruptcy Code or any other Insolvency Proceedingperformance, and (B) liability indemnification which the GUARANTOR has undertaken and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any Collections are not promptly deposited directly into the Collection Account (other than Collections (i) delivered to the Servicer assumed pursuant to the Servicing Agreement or (ii) inadvertently deposited into an account of the Originator or any Affiliate this GUARANTY, as described in this Section and promptly removed from such account and deposited into the Collection Account); provided, that in the case other Sections of this clause (B)(x), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the Collections not promptly deposited directly into the Collection Account or (y) the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or Contingent Collateral Value Policy shall refer any claim to the Collateral Value Insurer or Contingent Collateral Value Insurer knowing the same to be fraudulent and at the time, the Borrower is not owned by a Lender or its Affiliates; provided, that in the case of this clause (B)(y), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such fraudulent claim and shall only arise if the action involved was taken by the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or the Contingent Collateral Value Policy or (z) the applicable Premium Finance Borrower, the Originator or the Borrower ceases to be the legal owner of a Covered Policy (as defined in the Collateral Value Policy or Contingent Collateral Value Policy) and the Guarantor and/or an employee of Imperial and/or its Subsidiaries (collectively, the “Guarantor Responsible Parties”), directly or indirectly, caused, or assisted another Person in, the transfer of legal title of such Covered Policy from the applicable Premium Finance Borrower, the Originator or the Borrower to another Person other than the Collateral Value Insurer or the Contingent Collateral Value Insurer (or a designee of the Collateral Value Insurer or the Contingent Collateral Value Insurer); provided, that in the case of this clause (B)(z), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such Covered Policy; provided further, and for greater clarity, in the case of this clause (B)(z), any transfer or change in legal ownership caused solely by a Person other than a Guarantor Responsible Party that is permitted by the Transaction Documents shall not result in liability or responsibility hereunder for the GuarantorGUARANTY. (c) Nothing in subsection (b) of this Section 2 shall limit or otherwise restrict in any manner the rights, powers and privileges of any Agent against the Guarantor under any other Loan Document to which the Guarantor is a party.

Guaranty. (a) The Each Guarantor hereby irrevocably, absolutely, and unconditionally guarantees to each Lender Party the prompt, complete, and full payment when due, and no matter how the same shall become due, of: (i) irrevocably, absolutely and unconditionally guarantees the prompt payment by the Borrowerall Obligations, as defined in the Credit Agreement, including all principal of, all interest on, and when due all other sums payable in connection therewith; and (ii) all the LC Obligations, including all obligations of the Borrower to make reimbursements and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), of all Obligations from time other payments to time owing the LC Issuer and to the Lenders in respect of Letters of Credit issued pursuant to the Financing Agreement or any Credit Agreement; (iii) all the Swingline Loans, including all obligations of the Borrower to make reimbursements and other payments to the Swingline Lender in respect of Swingline Loans issued pursuant to the Credit Agreement; (iv) all other sums payable under the other Loan DocumentDocuments, whether for principal, interest interest, fees or otherwise; and (includingv) any and all other indebtedness, without limitation, all interest that accrues after the commencement of obligations or liabilities which may at any Insolvency Proceeding with respect time be owed to the Borrowerany Lender Party, whether or not a claim for post-filing interest is allowed in such proceeding), fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to the Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the U.S. Bankruptcy Code), and the due performance and observance by the Borrower of its other obligations now incurred heretofore or hereafter existing in respect or concurrently herewith, under or pursuant to any of the Loan Documents (the “Guaranteed Obligations”)Documents, and (ii) agrees to pay any and all expenses (including interest, reasonable counsel attorneys’ fees and expenses) incurred collection costs as may be provided by the Agents and the Lenders law or in enforcing any rights under this Guarantyinstrument or agreement evidencing any such indebtedness or liability. Without limiting the generality of the foregoing, the each Guarantor’s liability hereunder shall extend to and include all amounts that constitute part post-petition interest, expenses, and other duties and liabilities of the Guaranteed Obligations and Borrower described above in this subsection (a), or below in the following subsection (b), which would be owed by the Borrower to the Agents and the Lenders under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization reorganization, or similar proceeding involving any Credit Partythe Borrower. (b) Notwithstanding anything contained Each Guarantor hereby irrevocably, absolutely, and unconditionally guarantees to each Lender Party the prompt, complete and full payment, when due, and no matter how the same shall become due, of all obligations and undertakings of the Borrower to such Lender Party under, by reason of, or pursuant to any of the Obligation Documents. (c) If the Borrower shall for any reason fail to pay any Obligation, as and when such Obligation shall become due and payable, whether at its stated maturity, as a result of the exercise of any power to accelerate, or otherwise, each Guarantor will, upon demand by the Administrative Agent, pay such Obligation in full to the Administrative Agent for the benefit of the Lender Party to whom such Obligation is owed. (d) If either the Borrower or any Guarantor fail to pay any Obligation as described in the immediately preceding subsections (a), (b), or (c) each Guarantor will incur the additional obligation to pay to the Administrative Agent, and each Guarantor will forthwith upon demand by the Administrative Agent pay to the Administrative Agent, the amount of any and all reasonable expenses, including fees and disbursements of the Administrative Agent’s counsel and of any experts or agents retained by the Administrative Agent, which the Administrative Agent may incur as a result of such failure. (e) As between the Guarantors and each Lender Party, this Guaranty shall be considered a primary and liquidated liability of each Guarantor. (f) The liability of each Guarantor hereunder shall be limited to the maximum amount of liability that can be incurred without rendering this Guaranty, except as provided it relates to such Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount. (g) The books and records of the Lender Parties showing the amount of any of the Obligations shall be admissible in clause evidence in any action or proceeding, and shall be binding upon the Guarantors and conclusive for the purpose of establishing the amount of the Obligations. (iih) of this Section 2(b) and Section 2(c), (x) the Each Guarantor shall not have make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any liability under this Guaranty for the payment taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or performance of the Guaranteed Obligations, (y) the Guarantor shall not have any obligation to expend its own funds in the performance conditions of any provision nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless such Guarantor is compelled by law to make such deduction or withholding. If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of any Loan Document, and (zLender Party) no Agent nor any Lender shall obtain any deficiency judgment against the is imposed upon such Guarantor with respect to any of amount payable by it hereunder, such Guarantor will pay to the foregoing; providedAdministrative Agent, howeveron the date on which such amount is due and payable hereunder, that: (i) nothing contained herein such additional amount in Dollars as shall limit be necessary to enable each Lender Party to receive the same net amount that such Lender Party would have received on such due date had no such obligation been imposed upon such Guarantor. Each Guarantor will deliver promptly to the Administrative Agent certificates or otherwise restrict (A) any Agent’s other valid vouchers for all taxes or any Lender’s rights and remedies against any of the Collateral under any other Loan Document, either at law charges deducted from or equity, including, without limitation, any rights or remedies paid with respect to the Equity Interests of the Borrower owned payments made by the Guarantor, (B) the Agent or any Lender from bringing any action, suit or proceeding for specific performance against the Guarantor to perform any obligation imposed on the such Guarantor hereunder, (C) recourse to or liability of the Guarantor for any fraud committed by the Guarantor or material misrepresentation by the Guarantor in any Loan Document to which the Guarantor is a party, or (D) the . The obligations of the Guarantor Guarantors under any Loan Document which obligations are either directly this paragraph shall survive the payment in favor of any Agent or any Lender or have been assigned to any Agent or any Lender, each of which may be enforced by and for the benefit full of the Agents and Lenders, and (ii) the Guarantor shall have (A) full liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any act (or omission to act) constituting fraud or willful misconduct on the part of the Guarantor that impairs the Agents’ and the Lenders’ ability to be repaid under the Loan Documents occurs, or (y) the Guarantor authorizes, approves, participates in or assists the Borrower or the Originator in commencing a voluntary or involuntary case under the Bankruptcy Code or any other Insolvency Proceeding, and (B) liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any Collections are not promptly deposited directly into the Collection Account (other than Collections (i) delivered to the Servicer pursuant to the Servicing Agreement or (ii) inadvertently deposited into an account of the Originator or any Affiliate and promptly removed from such account and deposited into the Collection Account); provided, that in the case termination of this clause (B)(x), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the Collections not promptly deposited directly into the Collection Account or (y) the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or Contingent Collateral Value Policy shall refer any claim to the Collateral Value Insurer or Contingent Collateral Value Insurer knowing the same to be fraudulent and at the time, the Borrower is not owned by a Lender or its Affiliates; provided, that in the case of this clause (B)(y), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such fraudulent claim and shall only arise if the action involved was taken by the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or the Contingent Collateral Value Policy or (z) the applicable Premium Finance Borrower, the Originator or the Borrower ceases to be the legal owner of a Covered Policy (as defined in the Collateral Value Policy or Contingent Collateral Value Policy) and the Guarantor and/or an employee of Imperial and/or its Subsidiaries (collectively, the “Guarantor Responsible Parties”), directly or indirectly, caused, or assisted another Person in, the transfer of legal title of such Covered Policy from the applicable Premium Finance Borrower, the Originator or the Borrower to another Person other than the Collateral Value Insurer or the Contingent Collateral Value Insurer (or a designee of the Collateral Value Insurer or the Contingent Collateral Value Insurer); provided, that in the case of this clause (B)(z), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such Covered Policy; provided further, and for greater clarity, in the case of this clause (B)(z), any transfer or change in legal ownership caused solely by a Person other than a Guarantor Responsible Party that is permitted by the Transaction Documents shall not result in liability or responsibility hereunder for the GuarantorGuaranty. (c) Nothing in subsection (b) of this Section 2 shall limit or otherwise restrict in any manner the rights, powers and privileges of any Agent against the Guarantor under any other Loan Document to which the Guarantor is a party.

Guaranty. In order to induce FIDELCOR BUSINESS CREDIT CORPORATION (ahereinafter referred to as "Trefoil") The Guarantor hereby to now or hereafter make advances, loans, extend its credit to, or enter into security agreements with EVERGOOD PRODUCTS CORPORATION, PHOENIX LABORATORIES, INC. and GREAT EARTH DISTRIBUTION INC. (iindividually and collectively "Debtor") irrevocablyand knowing that Trefoil will rely upon this guaranty, absolutely the undersigned and unconditionally guarantees each of them jointly and severally guarantee the prompt due payment and performance by the Borrower, as and when due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), said Debtor described in said financing agreement of all Obligations from time moneys to time owing be paid, and all things to be done, pursuant to each and every condition and covenant contained in respect of the Financing Agreement said agreement, or in any supplement thereto, or any other Loan Documenttransaction or agreement, as well as the due payment of all other obligations which said Debtor may at any time owe to Trefoil, however created; and the undersigned hereby indemnify Trefoil, and covenant to hold it harmless against all obligations, demands, losses or liabilities, by whomsoever asserted, suffered, incurred or paid by Trefoil as a result of, or in any way arising out of, or following, or consequential to transactions under the aforesaid security agreement or any other agreement. This guaranty shall be absolute, continuing, unconditional and unlimited. Trefoil shall be under no obligation to proceed first against the Debtor, or against any collateral security which Trefoil may hold, before proceeding against the undersigned hereunder. The undersigned agree that any collateral held as security by Trefoil, whether for principalunder an agreement with the Debtor, interest (includingor pursuant to this guaranty, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding with respect to the Borrower, whether may be sold at public or not a claim for post-filing interest is allowed in such proceeding), fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to the Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the U.S. Bankruptcy Code)private sale, and the due performance undersigned further agree that Trefoil shall have the right to bid at such sale. The undersigned agree to indemnify and observance by the Borrower of its other obligations now or hereafter existing in respect of the Loan Documents (the “Guaranteed Obligations”), and (ii) agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents and the Lenders in enforcing any rights under this Guaranty. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Agents and the Lenders under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Credit Party. (b) Notwithstanding anything contained in this Guaranty, except as provided in clause (ii) of this Section 2(b) and Section 2(c), (x) the Guarantor shall not have any liability under this Guaranty for the payment or performance of the Guaranteed Obligations, (y) the Guarantor shall not have any obligation to expend its own funds in the performance of any provision of any Loan Document, and (z) no Agent nor any Lender shall obtain any deficiency judgment against the Guarantor with respect to any of the foregoing; provided, however, that: (i) nothing contained herein shall limit or otherwise restrict (A) any Agent’s or any Lender’s rights and remedies against any of the Collateral under any other Loan Document, either at law or equity, including, without limitation, any rights or remedies with respect to the Equity Interests of the Borrower owned by the Guarantor, (B) the Agent or any Lender from bringing any action, suit or proceeding for specific performance against the Guarantor to perform any obligation imposed on the Guarantor hereunder, (C) recourse to or liability of the Guarantor save Trefoil harmless for any fraud committed by the Guarantor or material misrepresentation by the Guarantor in any Loan Document to which the Guarantor is a party, or (D) the obligations of the Guarantor under any Loan Document which obligations are either directly in favor of any Agent or any Lender or have been assigned to any Agent or any Lender, each of which costs and expenses that Trefoil may be enforced by and for the benefit of the Agents and Lenders, and (ii) the Guarantor shall have (A) full liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any act (or omission to act) constituting fraud or willful misconduct on the part of the Guarantor that impairs the Agents’ and the Lenders’ ability to be repaid under the Loan Documents occurs, or (y) the Guarantor authorizes, approves, participates in or assists the Borrower or the Originator in commencing a voluntary or involuntary case under the Bankruptcy Code or any other Insolvency Proceeding, and (B) liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any Collections are not promptly deposited directly into the Collection Account (other than Collections (i) delivered to the Servicer pursuant to the Servicing Agreement or (ii) inadvertently deposited into an account of the Originator or any Affiliate and promptly removed from such account and deposited into the Collection Account); provided, that in the case of this clause (B)(x), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the Collections not promptly deposited directly into the Collection Account or (y) the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower incur in connection with the Collateral Value Policy liquidation of collateral held by Trefoil whether under agreement with the Debtor or Contingent Collateral Value Policy shall refer any claim the undersigned, and they further agree to the Collateral Value Insurer or Contingent Collateral Value Insurer knowing the same pay all attorneys fees agreed to be fraudulent and at the time, the Borrower is not owned by a Lender or its Affiliates; provided, that in the case of this clause (B)(y), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such fraudulent claim and shall only arise if the action involved was taken by the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by Debtor, and the Borrower to perform any duties on behalf of the Borrower reasonable attorneys fees incurred in connection with enforcement of this guaranty agreement, which the Collateral Value Policy or the Contingent Collateral Value Policy or (z) the applicable Premium Finance Borrower, the Originator or the Borrower ceases parties agree shall be a sum equal to be the legal owner of a Covered Policy (as defined in the Collateral Value Policy or Contingent Collateral Value Policy) and the Guarantor and/or an employee of Imperial and/or its Subsidiaries (collectively, the “Guarantor Responsible Parties”), directly or indirectly, caused, or assisted another Person in, the transfer of legal title of such Covered Policy from the applicable Premium Finance Borrower, the Originator or the Borrower to another Person other than the Collateral Value Insurer or the Contingent Collateral Value Insurer (or a designee 15% of the Collateral Value Insurer or the Contingent Collateral Value Insurer); provided, that in the case of this clause (B)(z), such liability and responsibility moneys due Trefoil upon placement of the Guarantor claim with such attorney. The undersigned agree: that this guaranty shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such Covered Policy; provided further, and for greater clarity, in the case of this clause (B)(z), be impaired by any transfer or change in legal ownership caused solely by a Person other than a Guarantor Responsible Party that is permitted by the Transaction Documents shall not result in liability or responsibility hereunder for the Guarantor. (c) Nothing in subsection (b) of this Section 2 shall limit or otherwise restrict in any manner the rights, powers and privileges of any Agent against the Guarantor under any other Loan Document modification to which the Guarantor parties to said security agreement may hereafter agree, nor by any modification, release or other alteration of any of the obligations hereby guaranteed, or of any security therefor or failure to perfect any security interest, to all of which the undersigned hereby consent; that their liability hereunder is direct and unconditional and may be enforced without requiring Trefoil first to resort to any other right, remedy or security; and that this guaranty shall continue in force until Secured Party shall receive 30 days prior written notice by registered mail revoking it only as to future transactions. The undersigned waive: notice of acceptance hereof, notice of adverse change in Debtor's financial condition; the right to a partyjury trial in any action hereunder; presentment and protest of any instrument and notice thereof; notice of default; and all other notices to which they might otherwise be entitled. As security, they hereby assign to Trefoil all claims of any nature which they, or any of them, may now or hereafter have against Debtor. All actions or proceedings arising directly or indirectly on account of this guaranty agreement shall be litigated only in courts having situs within the State of New York and each guarantor for himself hereby consents to the jurisdiction of any Local State or Federal Court located within the State of New York and each guarantor for himself waives personal service of any and all process upon him and consents that all such service of process be made by certified mail, return receipt requested directed to such guarantor at the address set forth below or the home address of such guarantor, if different, and service so made shall be deemed complete three days after the same shall be posted. This guaranty, all acts and transactions hereunder, and the rights and obligations of the parties hereto, shall be governed, construed and interpreted according to the laws of the State of New York. This guaranty cannot be changed or discharged orally, nor shall the same be terminated by death of any guarantor, in which event deceased guarantor's estate shall be bound by the obligations hereunder. Release of any guarantor, or the Debtor herein, shall not affect the obligations hereunder of the remaining guarantors.

Guaranty. (a) The Each Guarantor hereby (i) irrevocably, absolutely unconditionally and unconditionally irrevocably guarantees the prompt punctual payment by the Borrowerwhen due, as and when due and payable (whether by scheduled at stated maturity, required prepayment, acceleration, demand by acceleration or otherwise), of all Obligations from time to time owing in respect obligations of the Financing Agreement or any each other Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding with respect to the Borrower, whether or not a claim for post-filing interest is allowed in such proceeding), fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to the Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the U.S. Bankruptcy Code), and the due performance and observance by the Borrower of its other obligations Party now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the “foregoing obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such obligations being the "Guaranteed Obligations”"), and (ii) agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents and Agent or the Lenders in enforcing any rights under this Guaranty. Without limiting the generality of the foregoing, the each Guarantor’s 's liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Agents and the Lenders under any Loan Document Party to any Lender but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Credit such Loan Party. (b) Notwithstanding anything contained in Each Guarantor, and by its acceptance of this Guaranty, except the Agent and each Lender, hereby confirms that it is the intention of all such Persons that this Guaranty and the obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law (as provided in clause (ii) of this Section 2(b) and Section 2(chereinafter defined), (x) the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty and the obligations of each Guarantor shall not have any liability hereunder. To effectuate the foregoing intention, the Agent, the Lenders and the Guarantors hereby irrevocably agree that the obligations of each Guarantor under this Guaranty for the payment or performance of the Guaranteed Obligations, (y) the Guarantor at any time shall not have any obligation to expend its own funds in the performance of any provision of any Loan Document, and (z) no Agent nor any Lender shall obtain any deficiency judgment against the Guarantor with respect to any of the foregoing; provided, however, that: (i) nothing contained herein shall limit or otherwise restrict (A) any Agent’s or any Lender’s rights and remedies against any of the Collateral under any other Loan Document, either at law or equity, including, without limitation, any rights or remedies with respect be limited to the Equity Interests of the Borrower owned by the Guarantor, (B) the Agent or any Lender from bringing any action, suit or proceeding for specific performance against the Guarantor to perform any obligation imposed on the Guarantor hereunder, (C) recourse to or liability of the Guarantor for any fraud committed by the Guarantor or material misrepresentation by the Guarantor maximum amount as will result in any Loan Document to which the Guarantor is a party, or (D) the obligations of the such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. For purposes hereof, "Bankruptcy Law" means any Loan Document which obligations are either directly proceeding of the type referred to in favor Section 6.1(f) and (g) of any Agent the Credit Agreement or Title 11, U.S. Code, or any Lender similar foreign, federal or have been assigned to any Agent or any Lender, each of which may be enforced by and state law for the benefit relief of the Agents and Lenders, and (ii) the Guarantor shall have (A) full liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any act (or omission to act) constituting fraud or willful misconduct on the part of the Guarantor that impairs the Agents’ and the Lenders’ ability to be repaid under the Loan Documents occurs, or (y) the Guarantor authorizes, approves, participates in or assists the Borrower or the Originator in commencing a voluntary or involuntary case under the Bankruptcy Code or any other Insolvency Proceeding, and (B) liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any Collections are not promptly deposited directly into the Collection Account (other than Collections (i) delivered to the Servicer pursuant to the Servicing Agreement or (ii) inadvertently deposited into an account of the Originator or any Affiliate and promptly removed from such account and deposited into the Collection Account); provided, that in the case of this clause (B)(x), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the Collections not promptly deposited directly into the Collection Account or (y) the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or Contingent Collateral Value Policy shall refer any claim to the Collateral Value Insurer or Contingent Collateral Value Insurer knowing the same to be fraudulent and at the time, the Borrower is not owned by a Lender or its Affiliates; provided, that in the case of this clause (B)(y), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such fraudulent claim and shall only arise if the action involved was taken by the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or the Contingent Collateral Value Policy or (z) the applicable Premium Finance Borrower, the Originator or the Borrower ceases to be the legal owner of a Covered Policy (as defined in the Collateral Value Policy or Contingent Collateral Value Policy) and the Guarantor and/or an employee of Imperial and/or its Subsidiaries (collectively, the “Guarantor Responsible Parties”), directly or indirectly, caused, or assisted another Person in, the transfer of legal title of such Covered Policy from the applicable Premium Finance Borrower, the Originator or the Borrower to another Person other than the Collateral Value Insurer or the Contingent Collateral Value Insurer (or a designee of the Collateral Value Insurer or the Contingent Collateral Value Insurer); provided, that in the case of this clause (B)(z), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such Covered Policy; provided further, and for greater clarity, in the case of this clause (B)(z), any transfer or change in legal ownership caused solely by a Person other than a Guarantor Responsible Party that is permitted by the Transaction Documents shall not result in liability or responsibility hereunder for the Guarantordebtors. (c) Nothing in subsection (b) of this Section 2 shall limit or otherwise restrict in any manner the rights, powers and privileges of any Agent against the Guarantor under any other Loan Document to which the Guarantor is a party.

Guaranty. (a) The Each Guarantor hereby (i) irrevocably, absolutely and unconditionally unconditionally, and jointly and severally: (i) guarantees to the Purchasers and the Collateral Agent (collectively, the “Guaranteed Parties”) the full and prompt payment by the Borrowerpayment, at any time and from time to time as and when due and payable (whether by scheduled at the stated maturity, required prepayment, acceleration, demand by acceleration or otherwise), of all Obligations from time to time owing in respect of the Financing Obligations of the Borrower under the Note Purchase Agreement and the other Credit Documents, including all principal of and interest on the Notes, all fees, expenses, indemnities and other amounts payable by the Borrower under the Note Purchase Agreement or any other Loan Document, whether for principal, Credit Document (including interest (including, without limitation, all interest that accrues accruing after the filing of a petition or commencement of any Insolvency Proceeding a case by or with respect to the BorrowerBorrower seeking relief under any Insolvency Laws (as hereinafter defined), whether or not a the claim for post-filing such interest is allowed in such proceeding), feesand all Obligations that, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to the Borrower (notwithstanding but for the operation of the automatic stay under Section 362(a) of the U.S. Bankruptcy Code, would become due, whether now existing or hereafter created or arising and whether direct or indirect, absolute or contingent, due or to become due (all liabilities and obligations described in this Section 1(a)(i), and the due performance and observance by the Borrower of its other obligations now or hereafter existing in respect of the Loan Documents (collectively, the “Guaranteed Obligations”), and ; (ii) agrees to pay any on demand all reasonable and all documented out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Agents and the Lenders in enforcing any rights under this Guaranty. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations Parties hereunder, including reasonable fees and would be owed by disbursements of counsel in connection with (A) any amendments, supplements, consents or waivers hereto and (B) the Borrower administration or enforcement of this Guaranty; and (iii) agrees to indemnify, defend and hold harmless each Guaranteed Party and their respective Related Parties from and against all damages, losses and other out-of-pocket costs and expenses of any kind or nature whatsoever pursuant to the Agents and terms of Section 9.2 of the Lenders under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Credit PartyNote Purchase Agreement. (b) Notwithstanding anything contained in this Guaranty, except as provided in clause (ii) the provisions of this Section 2(b1(a) and Section 2(c), (x) the Guarantor shall not have notwithstanding any liability under this Guaranty for the payment other provisions contained herein or performance of the Guaranteed Obligations, (y) the Guarantor shall not have in any obligation to expend its own funds in the performance of any provision of any Loan other Credit Document, and (z) no Agent nor any Lender shall obtain any deficiency judgment against the Guarantor with respect to any of the foregoing; provided, however, that: (i) nothing contained herein no provision of this Guaranty shall limit require or otherwise restrict (A) permit the collection from any Agent’s or any Lender’s rights and remedies against any Guarantor of interest in excess of the Collateral under any other Loan Document, either at law maximum rate or equity, including, without limitation, any rights or remedies with respect to the Equity Interests of the Borrower owned by the Guarantor, (B) the Agent or any Lender from bringing any action, suit or proceeding for specific performance against the amount that such Guarantor to perform any obligation imposed on the Guarantor hereunder, (C) recourse to or liability of the Guarantor for any fraud committed by the Guarantor or material misrepresentation by the Guarantor in any Loan Document to which the Guarantor is a party, or (D) the obligations of the Guarantor under any Loan Document which obligations are either directly in favor of any Agent or any Lender or have been assigned to any Agent or any Lender, each of which may be enforced by and for the benefit of the Agents and Lenders, required or permitted to pay pursuant to applicable law; and (ii) the liability of each Guarantor under this Guaranty as of any date shall have be limited to a maximum aggregate amount (Athe “Maximum Guaranteed Amount”) full liability equal to the greatest amount that would not render such Guarantor’s obligations under this Guaranty subject to avoidance, discharge or reduction as of such date as a fraudulent transfer or conveyance under applicable federal and responsibility for state laws pertaining to bankruptcy, reorganization, arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor relief, specifically including the Guaranteed Obligations Bankruptcy Code and any fraudulent transfer and fraudulent conveyance laws (collectively, “Insolvency Laws”), in each instance after giving effect to all other obligations hereunder if liabilities of such Guarantor, contingent or otherwise, that are relevant under applicable Insolvency Laws (specifically excluding, however, any liabilities of such Guarantor in respect of intercompany indebtedness to the Borrower or any of its Affiliates to the extent that such indebtedness would be discharged in an amount equal to the amount paid by such Guarantor hereunder, and after giving effect as assets to the value (as determined under applicable Insolvency Laws) of any rights to subrogation, contribution, reimbursement, indemnity or similar rights of such Guarantor pursuant to (x) any act (or omission to act) constituting fraud or willful misconduct on the part of the Guarantor that impairs the Agents’ and the Lenders’ ability to be repaid under the Loan Documents occurs, applicable law or (y) the any agreement (including this Guaranty) providing for an equitable allocation among such Guarantor authorizes, approves, participates in or assists the Borrower or the Originator in commencing a voluntary or involuntary case under the Bankruptcy Code or any other Insolvency Proceeding, and (B) liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any Collections are not promptly deposited directly into the Collection Account (other than Collections (i) delivered to the Servicer pursuant to the Servicing Agreement or (ii) inadvertently deposited into an account of the Originator or any Affiliate and promptly removed from such account and deposited into the Collection Account); provided, that in the case of this clause (B)(x), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the Collections not promptly deposited directly into the Collection Account or (y) the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf Affiliates of the Borrower in connection with the Collateral Value Policy or Contingent Collateral Value Policy shall refer any claim to the Collateral Value Insurer or Contingent Collateral Value Insurer knowing the same to be fraudulent and at the time, the Borrower is not owned of obligations arising under guaranties by a Lender or its Affiliates; provided, that in the case of this clause (B)(ysuch parties), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such fraudulent claim and shall only arise if the action involved was taken by the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or the Contingent Collateral Value Policy or (z) the applicable Premium Finance Borrower, the Originator or the Borrower ceases to be the legal owner of a Covered Policy (as defined in the Collateral Value Policy or Contingent Collateral Value Policy) and the Guarantor and/or an employee of Imperial and/or its Subsidiaries (collectively, the “Guarantor Responsible Parties”), directly or indirectly, caused, or assisted another Person in, the transfer of legal title of such Covered Policy from the applicable Premium Finance Borrower, the Originator or the Borrower to another Person other than the Collateral Value Insurer or the Contingent Collateral Value Insurer (or a designee of the Collateral Value Insurer or the Contingent Collateral Value Insurer); provided, that in the case of this clause (B)(z), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such Covered Policy; provided further, and for greater clarity, in the case of this clause (B)(z), any transfer or change in legal ownership caused solely by a Person other than a Guarantor Responsible Party that is permitted by the Transaction Documents shall not result in liability or responsibility hereunder for the Guarantor. (c) Nothing The Guarantors desire to allocate among themselves, in subsection a fair and equitable manner, their obligations arising under this Guaranty. Accordingly, in the event any payment or distribution is made hereunder on any date by a Guarantor (ba “Funding Guarantor”) that exceeds its Fair Share (as hereinafter defined) as of this Section 2 such date, that Funding Guarantor shall limit or otherwise restrict be entitled to a contribution from each of the other Guarantors in any manner the rightsamount of such other Guarantor’s Fair Share Shortfall (as hereinafter defined) as of such date, powers and privileges with the result that all such contributions will cause each Guarantor’s Aggregate Payments (as hereinafter defined) to equal its Fair Share as of any Agent against the Guarantor under any other Loan Document to which the Guarantor is a partysuch date.

Guaranty. (a) The Guarantor hereby (i) irrevocablyabsolutely, absolutely unconditionally and unconditionally irrevocably guarantees for the Guaranteed Parties, and their respective successors, endorsees, transferees and assigns, the full and prompt payment by the Borrower, as and when due and payable (whether by scheduled at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise), ) of all Obligations from time the indebtedness, liabilities and other payment obligations of each Designated Borrower (now existing or hereafter arising pursuant to time Section 2.14 of the Credit Agreement) to the Guaranteed Parties under or in connection with the Credit Agreement, the Notes and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all amounts owing in respect of the Financing L/C Obligations, all fees due under the Credit Agreement or and all other amounts payable by each Designated Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include any and all advances, debts, obligations and liabilities, whether for principalnow existing or hereafter arising, interest (includingwhether voluntary or involuntary and whether due or not due, without limitationabsolute or contingent, all liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any Debtor Relief Laws, and including interest that accrues after the commencement by or against any Designated Borrower or any Affiliate thereof of any Insolvency Proceeding with respect to proceeding under any Debtor Relief Laws naming such Person as the Borrower, whether or not a claim for post-filing interest is allowed debtor in such proceeding. The foregoing indebtedness, liabilities and other obligations of each Designated Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantor in connection with this Guaranty (including any and all amounts due under Section 12), fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent shall hereinafter be collectively referred to the commencement of any Insolvency Proceeding with respect to the Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the U.S. Bankruptcy Code), and the due performance and observance by the Borrower of its other obligations now or hereafter existing in respect of the Loan Documents (as the “Guaranteed Obligations.”), and (ii) agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents and the Lenders in enforcing any rights under this Guaranty. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Agents and the Lenders under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Credit Party. (b) Notwithstanding anything contained in this Guaranty, except as provided in clause (ii) of this Section 2(b) and Section 2(c), (x) the Guarantor shall not have any liability under this Guaranty for the payment or performance of the Guaranteed Obligations, (y) the Guarantor shall not have any obligation to expend its own funds in the performance of any provision of any Loan Document, and (z) no Agent nor any Lender shall obtain any deficiency judgment against the Guarantor with respect to any of the foregoing; provided, however, that: (i) nothing contained herein shall limit or otherwise restrict (A) any Agent’s or any Lender’s rights and remedies against any of the Collateral under any other Loan Document, either at law or equity, including, without limitation, any rights or remedies with respect to the Equity Interests of the Borrower owned by the Guarantor, (B) the Agent or any Lender from bringing any action, suit or proceeding for specific performance against the Guarantor to perform any obligation imposed on the Guarantor hereunder, (C) recourse to or liability of the Guarantor for any fraud committed by the Guarantor or material misrepresentation by the Guarantor in any Loan Document to which the Guarantor is a party, or (D) the obligations of the Guarantor under any Loan Document which obligations are either directly in favor of any Agent or any Lender or have been assigned to any Agent or any Lender, each of which may be enforced by and for the benefit of the Agents and Lenders, and (ii) the Guarantor shall have (A) full liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any act (or omission to act) constituting fraud or willful misconduct on the part of the Guarantor that impairs the Agents’ and the Lenders’ ability to be repaid under the Loan Documents occurs, or (y) the Guarantor authorizes, approves, participates in or assists the Borrower or the Originator in commencing a voluntary or involuntary case under the Bankruptcy Code or any other Insolvency Proceeding, and (B) liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any Collections are not promptly deposited directly into the Collection Account (other than Collections (i) delivered to the Servicer pursuant to the Servicing Agreement or (ii) inadvertently deposited into an account of the Originator or any Affiliate and promptly removed from such account and deposited into the Collection Account); provided, that in the case of this clause (B)(x), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the Collections not promptly deposited directly into the Collection Account or (y) the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or Contingent Collateral Value Policy shall refer any claim to the Collateral Value Insurer or Contingent Collateral Value Insurer knowing the same to be fraudulent and at the time, the Borrower is not owned by a Lender or its Affiliates; provided, that in the case of this clause (B)(y), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such fraudulent claim and shall only arise if the action involved was taken by the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or the Contingent Collateral Value Policy or (z) the applicable Premium Finance Borrower, the Originator or the Borrower ceases to be the legal owner of a Covered Policy (as defined in the Collateral Value Policy or Contingent Collateral Value Policy) and the Guarantor and/or an employee of Imperial and/or its Subsidiaries (collectively, the “Guarantor Responsible Parties”), directly or indirectly, caused, or assisted another Person in, the transfer of legal title of such Covered Policy from the applicable Premium Finance Borrower, the Originator or the Borrower to another Person other than the Collateral Value Insurer or the Contingent Collateral Value Insurer (or a designee of the Collateral Value Insurer or the Contingent Collateral Value Insurer); provided, that in the case of this clause (B)(z), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such Covered Policy; provided further, and for greater clarity, in the case of this clause (B)(z), any transfer or change in legal ownership caused solely by a Person other than a Guarantor Responsible Party that is permitted by the Transaction Documents shall not result in liability or responsibility hereunder for the Guarantor. (c) Nothing in subsection (b) of this Section 2 shall limit or otherwise restrict in any manner the rights, powers and privileges of any Agent against the Guarantor under any other Loan Document to which the Guarantor is a party.

Guaranty. (a) The Guarantor hereby (i) Each Guarantor, jointly and severally, irrevocably, absolutely and unconditionally guarantees as a primary obligor and not merely as surety: (i) to the Lender Creditors the full and prompt payment by the Borrower, as and when due and payable (whether by scheduled at the stated maturity, required prepayment, acceleration, demand by acceleration or otherwise)) of (x) the principal of, of premium, if any, and interest on the Notes issued by, and the Loans made to, the Borrower under the Credit Agreement and (y) all Obligations from time to time owing in respect of the Financing Agreement or any other Loan Document, whether for principal, interest obligations (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding with respect to the Borrowerobligations which, whether or not a claim but for post-filing interest is allowed in such proceeding), fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to the Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the U.S. Bankruptcy Code, would become due), liabilities and indebtedness owing by the Borrower to the Lender Creditors under each Credit Document to which the Borrower is a party (including, without limitation, indemnities, Fees and interest thereon (including, without limitation, any interest accruing after the commencement of any bankruptcy, insolvency, receivership or similar proceeding at the rate provided for in the Credit Agreement, whether or not such interest is an allowed claim in any such proceeding)), whether now existing or hereafter incurred under, arising out of or in connection with each such Credit Document and the due performance and compliance by the Borrower with all of the terms, conditions, covenants and agreements contained in all such Credit Documents (all such principal, premium, interest, liabilities, indebtedness and obligations under this clause (i), except to the extent consisting of obligations or liabilities with respect to Secured Hedging Agreements, being herein collectively called, the “Credit Document Obligations”); and (ii) to each Other Creditor the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including, without limitation, obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due), liabilities and indebtedness (including, without limitation, any interest accruing after the commencement of any bankruptcy, insolvency, receivership or similar proceeding at the rate provided for in the respective Secured Hedging Agreements, whether or not such interest is an allowed claim in any such proceeding) owing by the Borrower under each Secured Hedging Agreement, whether now in existence or hereafter arising, and the due performance and observance compliance by the Borrower of its other obligations now or hereafter existing in respect with all of the Loan Documents terms, conditions, covenants and agreements contained therein (all such obligations, liabilities and indebtedness being herein collectively called, the “Other Obligations”, and together with the Credit Document Obligations are herein collectively called the “Guaranteed Obligations”). Each Guarantor understands, agrees and (ii) agrees confirms that the Secured Creditors may enforce this Guaranty up to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents and the Lenders in enforcing any rights under this Guaranty. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part full amount of the Guaranteed Obligations and would be owed by against such Guarantor without proceeding against any other Guarantor or the Borrower to Borrower, or against any security for the Agents and the Lenders Guaranteed Obligations, or under any Loan Document but for other guaranty covering all or a portion of the fact that they are unenforceable or Guaranteed Obligations. This Guaranty is a guaranty of prompt payment and performance and not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Credit Partycollection. (b) Notwithstanding anything contained in this GuarantyAdditionally, except as provided in clause (ii) of this Section 2(b) each Guarantor, jointly and Section 2(c)severally, (x) the Guarantor shall not have any liability under this Guaranty for unconditionally, absolutely and irrevocably, guarantees the payment of any and all Guaranteed Obligations whether or performance not due or payable by the Borrower upon the occurrence in respect of the Guaranteed Obligations, (y) the Guarantor shall not have any obligation to expend its own funds in the performance Borrower of any provision of any Loan Document, and (z) no Agent nor any Lender shall obtain any deficiency judgment against the Guarantor with respect to any of the foregoing; provided, however, that: (i) nothing contained herein shall limit or otherwise restrict (A) any Agent’s or any Lender’s rights and remedies against any events specified in Section 11.05 of the Collateral under any other Loan DocumentCredit Agreement, either at law or equityand unconditionally, includingabsolutely and irrevocably, without limitationjointly and severally, any rights or remedies with respect promises to pay such Guaranteed Obligations to the Equity Interests of the Borrower owned by the Guarantor, (B) the Agent or any Lender from bringing any action, suit or proceeding for specific performance against the Guarantor to perform any obligation imposed on the Guarantor hereunder, (C) recourse to or liability of the Guarantor for any fraud committed by the Guarantor or material misrepresentation by the Guarantor in any Loan Document to which the Guarantor is a partySecured Creditors, or (D) the obligations of the Guarantor under any Loan Document which obligations are either directly in favor of any Agent or any Lender or have been assigned to any Agent or any Lenderorder, each of which may be enforced by and for the benefit of the Agents and Lenders, and (ii) the Guarantor shall have (A) full liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any act (or omission to act) constituting fraud or willful misconduct on the part of the Guarantor that impairs the Agents’ and the Lenders’ ability to be repaid under the Loan Documents occurs, or (y) the Guarantor authorizes, approves, participates in or assists the Borrower or the Originator in commencing a voluntary or involuntary case under the Bankruptcy Code or any other Insolvency Proceeding, and (B) liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any Collections are not promptly deposited directly into the Collection Account (other than Collections (i) delivered to the Servicer pursuant to the Servicing Agreement or (ii) inadvertently deposited into an account of the Originator or any Affiliate and promptly removed from such account and deposited into the Collection Account); provided, that in the case of this clause (B)(x), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the Collections not promptly deposited directly into the Collection Account or (y) the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or Contingent Collateral Value Policy shall refer any claim to the Collateral Value Insurer or Contingent Collateral Value Insurer knowing the same to be fraudulent and at the time, the Borrower is not owned by a Lender or its Affiliates; provided, that in the case of this clause (B)(y), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such fraudulent claim and shall only arise if the action involved was taken by the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or the Contingent Collateral Value Policy or (z) the applicable Premium Finance Borrower, the Originator or the Borrower ceases to be the legal owner of a Covered Policy (as defined in the Collateral Value Policy or Contingent Collateral Value Policy) and the Guarantor and/or an employee of Imperial and/or its Subsidiaries (collectively, the “Guarantor Responsible Parties”), directly or indirectly, caused, or assisted another Person in, the transfer of legal title of such Covered Policy from the applicable Premium Finance Borrower, the Originator or the Borrower to another Person other than the Collateral Value Insurer or the Contingent Collateral Value Insurer (or a designee of the Collateral Value Insurer or the Contingent Collateral Value Insurer); provided, that in the case of this clause (B)(z), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such Covered Policy; provided further, and for greater clarity, in the case of this clause (B)(z), any transfer or change in legal ownership caused solely by a Person other than a Guarantor Responsible Party that is permitted by the Transaction Documents shall not result in liability or responsibility hereunder for the Guarantordemand. (c) Nothing in subsection (b) of this Section 2 shall limit or otherwise restrict in any manner the rights, powers and privileges of any Agent against the Guarantor under any other Loan Document to which the Guarantor is a party.

Guaranty. (a) The Limited Guarantor hereby absolutely and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment at all times of all Obligations with respect to the Revolving Credit Facility, (i) irrevocablyincluding any outstanding Revolving Credit Loans (including all renewals, absolutely extensions, amendments, restatements and unconditionally guarantees other modifications thereof) and earned interest and fees in relation thereto as set forth in the prompt payment by Credit Agreement (including any interest paid-in-kind or deferred, any commitment fees, the Borrower, as fees set forth in Section 2.09(c) of the Credit Agreement and when due any other consent fees and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwisethe fees set forth under Section 2.09(d), of all Obligations from time including to time owing the extent earned under the Existing Credit Agreement (but as may be limited to any explicit waiver in respect of effect under the Financing Agreement Credit Agreement), and in each case whether recovery upon such indebtedness and liabilities may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any other Loan Documentproceeding or case commenced by or against the Limited Guarantor or the Borrower under any Debtor Relief Laws, whether for principal, interest (including, without limitation, all and including interest that accrues after the commencement of any Insolvency Proceeding with respect to the Borrower, whether by or not a claim for post-filing interest is allowed in such proceeding), fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to the Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the U.S. Bankruptcy Code), and the due performance and observance by against the Borrower of its other any proceeding under any Debtor Relief Laws, but (ii) excluding contingent obligations now or hereafter existing in respect of the Loan Documents and L/C Borrowings (collectively, the “Guaranteed Obligations”); provided that the Limited Guarantor shall have no liability to make any payment under this Section 2(a) until the occurrence of a Guarantee Event; provided further that if the only Guarantee Event that has occurred is a Guarantee Event under clause (e) of the definition thereof, the Limited Guarantor shall only be required to make payments of the Guaranteed Obligations under the Loan Documents when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise; (b) The books and records of the Administrative Agent and the books and records of each Guaranteed Party, showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be conclusive absent manifest error of the amount of the Credit Extensions and the interest and payments thereon. This Limited Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations, which might otherwise constitute a defense to the obligations of the Limited Guarantor under this Limited Guaranty, and the Limited Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire, in law or in equity, in any way relating to any or all of the foregoing or otherwise. Anything contained herein to the contrary notwithstanding, the obligations of the Limited Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (iiTitle 11, United States Code) or any comparable provisions of any similar federal or state law; (c) The Limited Guarantor further agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents and the Lenders in enforcing any rights under this Guaranty. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Agents and the Lenders under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Credit Party. (b) Notwithstanding anything contained in this Guaranty, except as provided in clause (ii) of this Section 2(b) and Section 2(c), (x) the Guarantor shall not have any liability under this Guaranty for the payment or performance of the Guaranteed Obligations, (y) the Guarantor shall not have any obligation to expend its own funds in the performance of any provision of any Loan Document, and (z) no Agent nor any Lender shall obtain any deficiency judgment against the Guarantor with respect to any of the foregoing; provided, however, that: (i) nothing contained herein shall limit or otherwise restrict (A) any Agent’s or any Lender’s rights and remedies against any of the Collateral under any other Loan Document, either at law or equity, including, without limitation, all fees and disbursements of counsel) which may be paid or incurred by any Guaranteed Party in enforcing, or obtaining advice of counsel in respect of, any rights or remedies with respect to the Equity Interests to, or collecting, any or all of the Borrower owned by Guaranteed Obligations and/or enforcing any rights with respect to, or collecting against, the Guarantor, Limited Guarantor under this Limited Guaranty. (Bd) The Limited Guarantor agrees that the Agent or Guaranteed Obligations may at any Lender time and from bringing any action, suit or proceeding for specific performance against time to time exceed the Guarantor to perform any obligation imposed on amount of the Guarantor hereunder, (C) recourse to or liability of the Limited Guarantor for hereunder without impairing this Limited Guaranty or affecting the rights and remedies of any fraud committed by the Guaranteed Party hereunder; (e) The Limited Guarantor or material misrepresentation by the Guarantor in agrees that whenever, at any Loan Document to which the Guarantor is a partytime, or (D) the obligations of the Guarantor under from time to time, it shall make any Loan Document which obligations are either directly in favor of any Agent or any Lender or have been assigned payment to any Agent or any Lender, each of which may be enforced by and for the benefit of the Agents and Lenders, and (ii) the Guarantor shall have (A) full liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any act (or omission to act) constituting fraud or willful misconduct Party on the part of the Guarantor that impairs the Agents’ and the Lenders’ ability to be repaid under the Loan Documents occurs, or (y) the Guarantor authorizes, approves, participates in or assists the Borrower or the Originator in commencing a voluntary or involuntary case under the Bankruptcy Code or any other Insolvency Proceeding, and (B) liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any Collections are not promptly deposited directly into the Collection Account (other than Collections (i) delivered to the Servicer pursuant to the Servicing Agreement or (ii) inadvertently deposited into an account of its liability hereunder, it will notify the Originator or any Affiliate and promptly removed from Administrative Agent in writing that such account and deposited into the Collection Account); provided, that in the case of payment is made under this clause (B)(x), Limited Guaranty for such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the Collections not promptly deposited directly into the Collection Account or (y) the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or Contingent Collateral Value Policy shall refer any claim to the Collateral Value Insurer or Contingent Collateral Value Insurer knowing the same to be fraudulent and at the time, the Borrower is not owned by a Lender or its Affiliates; provided, that in the case of this clause (B)(y), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such fraudulent claim and shall only arise if the action involved was taken by the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or the Contingent Collateral Value Policy or (z) the applicable Premium Finance Borrower, the Originator or the Borrower ceases to be the legal owner of a Covered Policy (as defined in the Collateral Value Policy or Contingent Collateral Value Policy) and the Guarantor and/or an employee of Imperial and/or its Subsidiaries (collectively, the “Guarantor Responsible Parties”), directly or indirectly, caused, or assisted another Person in, the transfer of legal title of such Covered Policy from the applicable Premium Finance Borrower, the Originator or the Borrower to another Person other than the Collateral Value Insurer or the Contingent Collateral Value Insurer (or a designee of the Collateral Value Insurer or the Contingent Collateral Value Insurer); provided, that in the case of this clause (B)(z), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such Covered Policy; provided further, and for greater clarity, in the case of this clause (B)(z), any transfer or change in legal ownership caused solely by a Person other than a Guarantor Responsible Party that is permitted by the Transaction Documents shall not result in liability or responsibility hereunder for the Guarantorpurpose. (c) Nothing in subsection (b) of this Section 2 shall limit or otherwise restrict in any manner the rights, powers and privileges of any Agent against the Guarantor under any other Loan Document to which the Guarantor is a party.

Guaranty. (a) The Guarantor hereby (i) Each Guarantor, jointly and severally, irrevocably, absolutely and unconditionally guarantees as a primary obligor and not merely as surety: (i) to the Lender Creditors the full and prompt payment by the Borrower, as and when due and payable (whether by scheduled at the stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) of (x) the principal of, premium, if any, and interest on the Notes issued by, and the Loans made to, the European Borrower under the Credit Agreement, and all reimbursement obligations and Unpaid Drawings with respect to Letters of Credit issued for the account of European Borrower and (y) all other Obligations (including, without limitation, obligations which, but for the commencement of any insolvency proceeding, would become due), liabilities and indebtedness owing by the European Borrower to the Lender Creditors under the Credit Agreement (including without limitation all obligations of the European Borrower to the Administrative Agent under Section 13.22 of the Credit Agreement) and each other Credit Document to which the European Borrower is a party (including, without limitation, indemnities, Fees and interest thereon (including, without limitation, in each case, any interest accruing after the commencement of any bankruptcy, insolvency, receivership or similar proceeding at the rate provided for in the Credit Agreement, whether or not such interest is an allowed claim in any such proceeding)), whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and each such other Credit Document (all such principal, premium, interest, reimbursement obligations, Unpaid Drawings, liabilities, indebtedness and obligations under this clause (i), except to the extent consisting of obligations or liabilities with respect to Secured Hedging Agreements and Treasury Services Agreements, being herein collectively called the “Credit Document Obligations”); (ii) to each Specified Creditor the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all Obligations from time to time owing obligations (including obligations which, but for the commencement of any insolvency proceeding, would become due), liabilities and indebtedness (including, in respect each case, any interest accruing after the commencement of any bankruptcy, insolvency, receivership or similar proceeding at the Financing Agreement or any other Loan Documentrate provided for in the respective Secured Hedging Agreements, whether for principalor not such interest is an allowed claim in any such proceeding) owing by the European Borrower and its Subsidiaries under any Secured Hedging Agreement, interest whether now in existence or hereafter arising (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”); and (iii) to each Treasury Services Creditor the full and prompt payment when due (whether at the stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding with respect case, proceeding or other action relating to the Borrowerbankruptcy, insolvency, reorganization or similar proceeding at the rate provided for in the respective documentation, whether or not a claim for post-filing such interest is allowed in any such proceeding), fees, commissions, expense reimbursements, indemnifications ) owing by the European Borrower or otherwise, and whether accruing before or subsequent any of its Subsidiaries to the commencement of any Insolvency Proceeding Treasury Services Creditors with respect to Treasury Services, whether now in existence or hereafter arising in each case under any Treasury Services Agreement (all such obligations, liabilities and indebtedness described in this clause (iii) being herein collectively called the Borrower (notwithstanding “Treasury Services Obligations” and, together with the operation of the automatic stay under Section 362(a) of the U.S. Bankruptcy Code), Credit Document Obligations and the due performance and observance by the Borrower of its other obligations now or hereafter existing in respect of the Loan Documents (Other Obligations are herein collectively called the “Guaranteed Obligations”). As used herein, the term “Guaranteed Party” shall mean the European Borrower, and (ii) each of its Subsidiaries that is party to any Secured Hedging Agreement with an Specified Creditor or a Treasury Services Agreement with a Treasury Services Creditor. Each Guarantor understands, agrees and confirms that the Secured Creditors may enforce this Guaranty up to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents and the Lenders in enforcing any rights under this Guaranty. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part full amount of the Guaranteed Obligations and would be owed by against such Guarantor without proceeding against any other Guarantor, the Borrower to Borrowers, any other Guaranteed Party, against any security for the Agents and the Lenders Guaranteed Obligations, or under any Loan Document but for the fact that they are unenforceable other guaranty covering all or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Credit Party. (b) Notwithstanding anything contained in this Guaranty, except as provided in clause (ii) of this Section 2(b) and Section 2(c), (x) the Guarantor shall not have any liability under this Guaranty for the payment or performance portion of the Guaranteed Obligations, (y) the Guarantor shall not have any obligation to expend its own funds in the performance of any provision of any Loan Document, and (z) no Agent nor any Lender shall obtain any deficiency judgment against the Guarantor with respect to any of the foregoing; provided, however, that: (i) nothing contained herein shall limit or otherwise restrict (A) any Agent’s or any Lender’s rights and remedies against any of the Collateral under any other Loan Document, either at law or equity, including, without limitation, any rights or remedies with respect to the Equity Interests of the Borrower owned by the Guarantor, (B) the Agent or any Lender from bringing any action, suit or proceeding for specific performance against the Guarantor to perform any obligation imposed on the Guarantor hereunder, (C) recourse to or liability of the Guarantor for any fraud committed by the Guarantor or material misrepresentation by the Guarantor in any Loan Document to which the Guarantor is a party, or (D) the obligations of the Guarantor under any Loan Document which obligations are either directly in favor of any Agent or any Lender or have been assigned to any Agent or any Lender, each of which may be enforced by and for the benefit of the Agents and Lenders, and (ii) the Guarantor shall have (A) full liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any act (or omission to act) constituting fraud or willful misconduct on the part of the Guarantor that impairs the Agents’ and the Lenders’ ability to be repaid under the Loan Documents occurs, or (y) the Guarantor authorizes, approves, participates in or assists the Borrower or the Originator in commencing a voluntary or involuntary case under the Bankruptcy Code or any other Insolvency Proceeding, and (B) liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any Collections are not promptly deposited directly into the Collection Account (other than Collections (i) delivered to the Servicer pursuant to the Servicing Agreement or (ii) inadvertently deposited into an account of the Originator or any Affiliate and promptly removed from such account and deposited into the Collection Account); provided, that in the case of this clause (B)(x), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the Collections not promptly deposited directly into the Collection Account or (y) the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or Contingent Collateral Value Policy shall refer any claim to the Collateral Value Insurer or Contingent Collateral Value Insurer knowing the same to be fraudulent and at the time, the Borrower is not owned by a Lender or its Affiliates; provided, that in the case of this clause (B)(y), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such fraudulent claim and shall only arise if the action involved was taken by the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or the Contingent Collateral Value Policy or (z) the applicable Premium Finance Borrower, the Originator or the Borrower ceases to be the legal owner of a Covered Policy (as defined in the Collateral Value Policy or Contingent Collateral Value Policy) and the Guarantor and/or an employee of Imperial and/or its Subsidiaries (collectively, the “Guarantor Responsible Parties”), directly or indirectly, caused, or assisted another Person in, the transfer of legal title of such Covered Policy from the applicable Premium Finance Borrower, the Originator or the Borrower to another Person other than the Collateral Value Insurer or the Contingent Collateral Value Insurer (or a designee of the Collateral Value Insurer or the Contingent Collateral Value Insurer); provided, that in the case of this clause (B)(z), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such Covered Policy; provided further, and for greater clarity, in the case of this clause (B)(z), any transfer or change in legal ownership caused solely by a Person other than a Guarantor Responsible Party that is permitted by the Transaction Documents shall not result in liability or responsibility hereunder for the Guarantor. (c) Nothing in subsection (b) of this Section 2 shall limit or otherwise restrict in any manner the rights, powers and privileges of any Agent against the Guarantor under any other Loan Document to which the Guarantor is a party.

Guaranty. (a) The Guarantor undersigned hereby irrevocably, absolutely, and unconditionally guarantees to each Lender Party the prompt, complete, and full payment when due, and no matter how the same shall become due, of: (i) irrevocably, absolutely and unconditionally guarantees the prompt payment by the Borrowerall Obligations, as defined in the Credit Agreement, including all principal of, all interest on, and when due all other sums payable in connection therewith; and (ii) all the LC Obligations, including all obligations of the Borrower to make reimbursements and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), of all Obligations from time other payments to time owing the LC Issuer and to the Lenders in respect of Letters of Credit issued pursuant to the Financing Agreement or any Credit Agreement; (iii) all the Swingline Loans, including all obligations of the Borrower to make reimbursements and other payments to the Swingline Lender in respect of Swingline Loans issued pursuant to the Credit Agreement; (iv) all other sums payable under the other Loan DocumentDocuments, whether for principal, interest interest, fees or otherwise; and (includingv) any and all other indebtedness, without limitation, all interest that accrues after the commencement of obligations or liabilities which may at any Insolvency Proceeding with respect time be owed to the Borrowerany Lender Party, whether or not a claim for post-filing interest is allowed in such proceeding), fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to the Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the U.S. Bankruptcy Code), and the due performance and observance by the Borrower of its other obligations now incurred heretofore or hereafter existing in respect or concurrently herewith, under or pursuant to any of the Loan Documents (the “Guaranteed Obligations”)Documents, and (ii) agrees to pay any and all expenses (including interest, reasonable counsel attorneys’ fees and expenses) incurred collection costs as may be provided by the Agents and the Lenders law or in enforcing any rights under this Guarantyinstrument or agreement evidencing any such indebtedness or liability. Without limiting the generality of the foregoing, the Guarantor’s liability hereunder of each of the undersigned shall extend to and include all amounts that constitute part post-petition interest, expenses, and other duties and liabilities of the Guaranteed Obligations and Borrower described above in this subsection (a), or below in the following subsection (b), which would be owed by the Borrower to the Agents and the Lenders under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization reorganization, or similar proceeding involving any Credit Partythe Borrower. (b) Notwithstanding anything contained in this GuarantyThe undersigned hereby irrevocably, except as provided in clause (ii) absolutely, and unconditionally guarantees to each Lender Party the prompt, complete and full payment, when due, and no matter how the same shall become due, of this Section 2(b) all obligations and Section 2(c), (x) the Guarantor shall not have any liability under this Guaranty for the payment or performance undertakings of the Guaranteed ObligationsBorrower to such Lender Party under, (y) the Guarantor shall not have any obligation to expend its own funds in the performance of any provision of any Loan Documentby reason of, and (z) no Agent nor any Lender shall obtain any deficiency judgment against the Guarantor with respect or pursuant to any of the foregoing; provided, however, that:Obligation Documents. (ic) nothing contained herein If the Borrower shall limit or otherwise restrict (A) for any Agent’s or reason fail to pay any Lender’s rights Obligation, as and remedies against any when such Obligation shall become due and payable, whether at its stated maturity, as a result of the Collateral under exercise of any other Loan Document, either at law or equity, including, without limitation, any rights or remedies with respect power to the Equity Interests of the Borrower owned by the Guarantor, (B) the Agent or any Lender from bringing any action, suit or proceeding for specific performance against the Guarantor to perform any obligation imposed on the Guarantor hereunder, (C) recourse to or liability of the Guarantor for any fraud committed by the Guarantor or material misrepresentation by the Guarantor in any Loan Document to which the Guarantor is a partyaccelerate, or (D) the obligations of the Guarantor under any Loan Document which obligations are either directly in favor of any Agent or any Lender or have been assigned to any Agent or any Lenderotherwise, each of which may be enforced the undersigned will, upon demand by and the Administrative Agent, pay such Obligation in full to the Administrative Agent for the benefit of the Agents and Lenders, andLender Party to whom such Obligation is owed. (iid) If either the Guarantor shall have (A) full liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) Borrower or any act (or omission to act) constituting fraud or willful misconduct on the part of the Guarantor that impairs undersigned fail to pay any Obligation as described in the Agents’ and the Lenders’ ability to be repaid under the Loan Documents occursimmediately preceding subsections (a), (b), or (y) c), each of the Guarantor authorizes, approves, participates in or assists undersigned will incur the Borrower or additional obligation to pay to the Originator in commencing a voluntary or involuntary case under the Bankruptcy Code or any other Insolvency ProceedingAdministrative Agent, and (B) liability and responsibility for each of the Guaranteed Obligations and other obligations hereunder if (x) any Collections are not promptly deposited directly into undersigned will forthwith upon demand by the Collection Account (other than Collections (i) delivered Administrative Agent pay to the Servicer pursuant to Administrative Agent, the Servicing Agreement or (ii) inadvertently deposited into an account amount of any and all reasonable expenses, including fees and disbursements of the Originator Administrative Agent’s counsel and of any experts or any Affiliate and promptly removed from such account and deposited into the Collection Account); provided, that in the case of this clause (B)(x), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the Collections not promptly deposited directly into the Collection Account or (y) the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed agents retained by the Borrower to perform any duties on behalf of Administrative Agent, which the Borrower in connection with the Collateral Value Policy or Contingent Collateral Value Policy shall refer any claim to the Collateral Value Insurer or Contingent Collateral Value Insurer knowing the same to be fraudulent and at the time, the Borrower is not owned by Administrative Agent may incur as a Lender or its Affiliates; provided, that in the case of this clause (B)(y), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such fraudulent claim and shall only arise if the action involved was taken by the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or the Contingent Collateral Value Policy or (z) the applicable Premium Finance Borrower, the Originator or the Borrower ceases to be the legal owner of a Covered Policy (as defined in the Collateral Value Policy or Contingent Collateral Value Policy) and the Guarantor and/or an employee of Imperial and/or its Subsidiaries (collectively, the “Guarantor Responsible Parties”), directly or indirectly, caused, or assisted another Person in, the transfer of legal title result of such Covered Policy from failure. (e) As between the applicable Premium Finance Borrowerundersigned and each Lender Party, the Originator or the Borrower to another Person other than the Collateral Value Insurer or the Contingent Collateral Value Insurer (or this Guaranty shall be considered a designee primary and liquidated liability of the Collateral Value Insurer or the Contingent Collateral Value Insurer); provided, that in the case of this clause (B)(z), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such Covered Policy; provided further, and for greater clarity, in the case of this clause (B)(z), any transfer or change in legal ownership caused solely by a Person other than a Guarantor Responsible Party that is permitted by the Transaction Documents shall not result in liability or responsibility hereunder for the each Guarantor. (cf) Nothing The liability of each of the undersigned hereunder shall be limited to the maximum amount of liability that can be incurred without rendering this Guaranty, as it relates to such Person, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount. (g) The books and records of the Lender Parties showing the amount of any of the Obligations shall be admissible in subsection (b) of this Section 2 shall limit or otherwise restrict evidence in any manner action or proceeding, and shall be binding upon the rights, powers Guarantors and privileges conclusive for the purpose of any Agent against establishing the Guarantor under any other Loan Document to which amount of the Guarantor is a partyObligations.

Guaranty. (a) The Guarantor hereby (i) irrevocablyIn order to induce Lenders to extend credit to Borrower pursuant to the Credit Agreement and Hedge Providers to enter into the Lender Hedge Agreements, absolutely Guarantors jointly and severally irrevocably and unconditionally guarantees the prompt payment by the Borrowerguaranty, as primary obligors and when not merely as sureties, the due and payable punctual payment in full of all Guarantied Obligations (as hereinafter defined) when the same shall become due, whether by scheduled at stated maturity, required prepayment, by acceleration, demand or otherwise), of all Obligations from time to time owing in respect of the Financing Agreement or any other Loan Document, whether otherwise (including amounts that would become due but for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding with respect to the Borrower, whether or not a claim for post-filing interest is allowed in such proceeding), fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to the Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the U.S. Bankruptcy Code, 11 U.S.C. ss. 362(a)). The term "GUARANTIED OBLIGATIONS" is used herein in its most comprehensive sense and includes any and all Obligations of Borrower and all obligations of Borrower under Lender Hedge Agreements, and the due performance and observance by the Borrower of its other obligations now or hereafter existing made, incurred or created, whether absolute or contingent, liquidated or unliquidated, whether due or not due, and however arising under or in respect connection with the Credit Agreement, the Lender Hedge Agreements, this Guaranty and the other Loan Documents, including those arising under successive borrowing transactions under the Credit Agreement which shall either continue such obligations of Borrower or from time to time renew them after they have been satisfied. Each Guarantor acknowledges that a portion of the Loan Documents (the “Guaranteed Obligations”), and (ii) agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents and the Lenders in enforcing any rights under this Guaranty. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Agents and the Lenders under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Credit Party. (b) Notwithstanding anything contained in this Guaranty, except as provided in clause (ii) of this Section 2(b) and Section 2(c), (x) the Guarantor shall not have any liability under this Guaranty for the payment or performance of the Guaranteed Obligations, (y) the Guarantor shall not have any obligation to expend its own funds in the performance of any provision of any Loan Document, and (z) no Agent nor any Lender shall obtain any deficiency judgment against the Guarantor with respect to any of the foregoing; provided, however, that: (i) nothing contained herein shall limit or otherwise restrict (A) any Agent’s or any Lender’s rights and remedies against any of the Collateral under any other Loan Document, either at law or equity, including, without limitation, any rights or remedies with respect to the Equity Interests of the Borrower owned by the Guarantor, (B) the Agent or any Lender from bringing any action, suit or proceeding for specific performance against the Guarantor to perform any obligation imposed on the Guarantor hereunder, (C) recourse to or liability of the Guarantor for any fraud committed by the Guarantor or material misrepresentation by the Guarantor in any Loan Document to which the Guarantor is a party, or (D) the obligations of the Guarantor under any Loan Document which obligations are either directly in favor of any Agent or any Lender or have been assigned to any Agent or any Lender, each of which Loans may be enforced by and advanced to it, that Letters of Credit may be issued for the benefit of its business and that the Agents Guarantied Obligations are being incurred for and Lenderswill inure to its benefit. Any interest on any portion of the Guarantied Obligations that accrues after the commencement of any proceeding, and voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of Borrower (iior, if interest on any portion of the Guarantied Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guarantied Obligations if said proceeding had not been commenced) shall be included in the Guarantied Obligations because it is the intention of each Guarantor and Guarantied Party that the Guarantied Obligations should be determined without regard to any rule of law or order that may relieve Borrower of any portion of such Guarantied Obligations. In the event that all or any portion of the Guarantied Obligations is paid by Borrower, the obligations of each Guarantor hereunder shall have (A) continue and remain in full liability force and responsibility for effect or be reinstated, as the Guaranteed Obligations and other obligations hereunder if (x) case may be, in the event that all or any act (or omission to act) constituting fraud or willful misconduct on the part of the Guarantor that impairs the Agents’ and the Lenders’ ability to be repaid under the Loan Documents occurs, such payment(s) is rescinded or (y) the Guarantor authorizes, approves, participates in recovered directly or assists the Borrower or the Originator in commencing a voluntary or involuntary case under the Bankruptcy Code indirectly from Guarantied Party or any other Insolvency ProceedingBeneficiary as a preference, fraudulent transfer or otherwise (and whether by litigation, demand, settlement or otherwise), and (B) liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any Collections such payments that are not promptly deposited directly into the Collection Account (other than Collections (i) delivered to the Servicer pursuant to the Servicing Agreement so rescinded or (ii) inadvertently deposited into an account of the Originator or any Affiliate and promptly removed from such account and deposited into the Collection Account); provided, that in the case of this clause (B)(x), such liability and responsibility of the Guarantor recovered shall not exceed the aggregate amount of the Collections not promptly deposited directly into the Collection Account or (y) the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or Contingent Collateral Value Policy shall refer any claim to the Collateral Value Insurer or Contingent Collateral Value Insurer knowing the same constitute Guarantied Obligations. All payments to be fraudulent and made hereunder shall be made in immediately available funds to Administrative Agent at the time, the Borrower is not owned by a Lender or its Affiliates; provided, that in the case of this clause (B)(y), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such fraudulent claim and shall only arise if the action involved was taken by the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or the Contingent Collateral Value Policy or (z) the applicable Premium Finance Borrower, the Originator or the Borrower ceases to be the legal owner of a Covered Policy (as defined in the Collateral Value Policy or Contingent Collateral Value Policy) and the Guarantor and/or an employee of Imperial and/or its Subsidiaries (collectively, the “Guarantor Responsible Parties”), directly or indirectly, caused, or assisted another Person in, the transfer of legal title of such Covered Policy from the applicable Premium Finance Borrower, the Originator or the Borrower to another Person other than the Collateral Value Insurer or the Contingent Collateral Value Insurer (or a designee of the Collateral Value Insurer or the Contingent Collateral Value Insurer); provided, that in the case of this clause (B)(z), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such Covered Policy; provided further, and for greater clarity, in the case of this clause (B)(z), any transfer or change in legal ownership caused solely by a Person other than a Guarantor Responsible Party that is permitted by the Transaction Documents shall not result in liability or responsibility hereunder for the GuarantorAdministrative Agent's Office. (c) Nothing in subsection (b) of this Section 2 shall limit or otherwise restrict in any manner the rights, powers and privileges of any Agent against the Guarantor under any other Loan Document to which the Guarantor is a party.

Guaranty. The Guarantor hereby unconditionally and irrevocably guarantees the full and prompt payment when due, whether at stated maturity, by acceleration or otherwise, of, and the performance of, (a) The Guarantor hereby (i) irrevocablythe principal of and interest on the Loans made to, absolutely and unconditionally guarantees the prompt payment any Notes held by the BorrowerLenders of, as and when due and payable AAG, (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), of b) all Obligations other amounts from time to time owing in respect of to the Financing Agreement Lenders, the Administrative Agent or any indemnified party under the Credit Agreement, the Notes or the other Loan DocumentDocuments, including all Obligations of AAG, whether now or hereafter existing and whether for principal, interest interest, fees, expenses or otherwise, (c) all Swap Obligations owed to any Lender or any Affiliate of a Lender (provided at the time of execution of the Swap Contract related to such Swap Obligations such Lender is a party to the Credit Agreement), (d) any and all reasonable out-of-pocket expenses (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding with respect to the Borrower, whether or not a claim for post-filing interest is allowed in such proceeding), fees, commissions, expense reimbursements, indemnifications or otherwise, reasonable expenses and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to the Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the U.S. Bankruptcy Code), and the due performance and observance by the Borrower of its other obligations now or hereafter existing in respect of the Loan Documents (the “Guaranteed Obligations”), and (ii) agrees to pay any and all expenses (including reasonable counsel fees and expensesexpenses of the Administrative Agent and the Lenders) incurred by any of the Agents and the Lenders Guarantied Parties in enforcing any rights under this Guaranty. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to Guaranty and (e) all present and future amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Agents and the Lenders under any Loan Document become due but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Credit Party. (b) Notwithstanding anything contained in this Guaranty, except as provided in clause (ii) of this Section 2(b) and Section 2(c), (x) the Guarantor shall not have any liability under this Guaranty for the payment or performance of the Guaranteed Obligations, (y) the Guarantor shall not have any obligation to expend its own funds in the performance operation of any provision of any Loan DocumentDebtor Relief Laws, and (z) no Agent nor any Lender shall obtain any deficiency judgment against the Guarantor with respect to any of the foregoing; provided, however, that: (i) nothing contained herein shall limit or otherwise restrict (A) any Agent’s or any Lender’s rights all present and remedies against any of the Collateral under any other Loan Document, either at law or equityfuture accrued and unpaid interest, including, without limitation, all post-petition interest if AAG or the Guarantor voluntarily or involuntarily becomes subject to any rights Debtor Relief Laws (the items set forth in clauses (a), (b), (c), (d) and (e) immediately above being herein referred to as the “Guarantied Obligations”). Upon failure of AAG to pay any of the Guarantied Obligations when due after the giving by the Administrative Agent and/or the Lenders of any notice and the expiration of any applicable cure period in each case provided for in the Credit Agreement and other Loan Documents (whether at stated maturity, by acceleration or remedies with respect otherwise), the Guarantor hereby further agrees to promptly pay the same after the Guarantor’s receipt of notice from the Administrative Agent of AAG’s failure to pay the same, without any other demand or notice whatsoever, including without limitation, any notice having been given to the Equity Interests Guarantor of either the acceptance by the Guarantied Parties of this Guaranty or the creation or incurrence of any of the Borrower owned Guarantied Obligations. This Guaranty is an absolute guaranty of payment and performance of the Guarantied Obligations and not a guaranty of collection, meaning that it is not necessary for the Guarantied Parties, in order to enforce payment by the Guarantor, (B) first or contemporaneously to accelerate payment of any of the Agent or any Lender from bringing any actionGuarantied Obligations, to institute suit or proceeding for specific performance exhaust any rights against the Guarantor any Loan Party, or to perform enforce any obligation imposed on the Guarantor hereunder, (C) recourse to rights against any collateral. Notwithstanding anything herein or liability of the Guarantor for any fraud committed by the Guarantor or material misrepresentation by the Guarantor in any other Loan Document to which the Guarantor is a partycontrary, in any action or proceeding involving any state corporate law, or any state or federal bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if, as a result of applicable law relating to fraudulent conveyance or fraudulent transfer, including Section 548 of Bankruptcy Code or any applicable provisions of comparable state law (D) collectively, “Fraudulent Transfer Laws”), the obligations of the Guarantor under this Section 1 would otherwise, after giving effect to (a) all other liabilities of the Guarantor, contingent or otherwise, that are relevant under such Fraudulent Transfer Laws (specifically excluding, however, any Loan Document which obligations are either directly liabilities of the Guarantor in favor respect of intercompany Indebtedness to AAG to the extent that such Indebtedness would be discharged in an amount equal to the amount paid by the Guarantor hereunder) and (b) to the value as assets of the Guarantor (as determined under the applicable provisions of such Fraudulent Transfer Laws) of any rights of subrogation, contribution, reimbursement, indemnity or similar rights held by the Guarantor pursuant to (i) applicable requirements of Law, (ii) Section 10 hereof or (iii) any other contractual obligations providing for an equitable allocation among the Guarantor and other Subsidiaries or Affiliates of AAG of obligations arising under this Guaranty or other guaranties of the Guarantied Obligations by such parties, be held or determined to be void, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under this Section 1, then the amount of such liability shall, without any further action by the Guarantor, any Lender, the Administrative Agent or any Lender or have been assigned to any Agent or any Lenderother Person, each of which may be enforced by automatically limited and for the benefit of the Agents and Lenders, and (ii) the Guarantor shall have (A) full liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any act (or omission to act) constituting fraud or willful misconduct on the part of the Guarantor that impairs the Agents’ and the Lenders’ ability to be repaid under the Loan Documents occurs, or (y) the Guarantor authorizes, approves, participates in or assists the Borrower or the Originator in commencing a voluntary or involuntary case under the Bankruptcy Code or any other Insolvency Proceeding, and (B) liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any Collections are not promptly deposited directly into the Collection Account (other than Collections (i) delivered reduced to the Servicer pursuant highest amount that is valid and enforceable and not subordinated to the Servicing Agreement claims of other creditors as determined in such action or (ii) inadvertently deposited into an account of the Originator or any Affiliate and promptly removed from such account and deposited into the Collection Account); provided, that in the case of this clause (B)(x), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the Collections not promptly deposited directly into the Collection Account or (y) the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or Contingent Collateral Value Policy shall refer any claim to the Collateral Value Insurer or Contingent Collateral Value Insurer knowing the same to be fraudulent and at the time, the Borrower is not owned by a Lender or its Affiliates; provided, that in the case of this clause (B)(y), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such fraudulent claim and shall only arise if the action involved was taken by the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or the Contingent Collateral Value Policy or (z) the applicable Premium Finance Borrower, the Originator or the Borrower ceases to be the legal owner of a Covered Policy (as defined in the Collateral Value Policy or Contingent Collateral Value Policy) and the Guarantor and/or an employee of Imperial and/or its Subsidiaries (collectively, the “Guarantor Responsible Parties”), directly or indirectly, caused, or assisted another Person in, the transfer of legal title of such Covered Policy from the applicable Premium Finance Borrower, the Originator or the Borrower to another Person other than the Collateral Value Insurer or the Contingent Collateral Value Insurer (or a designee of the Collateral Value Insurer or the Contingent Collateral Value Insurer); provided, that in the case of this clause (B)(z), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such Covered Policy; provided further, and for greater clarity, in the case of this clause (B)(z), any transfer or change in legal ownership caused solely by a Person other than a Guarantor Responsible Party that is permitted by the Transaction Documents shall not result in liability or responsibility hereunder for the Guarantorproceeding. (c) Nothing in subsection (b) of this Section 2 shall limit or otherwise restrict in any manner the rights, powers and privileges of any Agent against the Guarantor under any other Loan Document to which the Guarantor is a party.

Guaranty. (a) The Guarantor hereby (i) irrevocablyFor value received, absolutely and in consideration of the waivers granted by the Agent and the Lender pursuant to the amendment to the Credit Agreement of even date herewith (from which the Guarantor will derive substantial direct and indirect benefit), the Guarantor unconditionally guarantees for the benefit of the Secured Parties the full and prompt payment when due, whether at maturity or earlier, by the Borrower, as and when due and payable (whether by scheduled maturity, required prepayment, acceleration, demand reason of acceleration or otherwise), and at all times thereafter, of all the Brooke Obligations from time to time owing now or hereafter existing under the Performance Guaranty, the Sale and Servicing Agreement, the Credit and Security Agreement or any other Related Document; provided that the aggregate amount of payments made by the Guarantor hereunder in respect of the Financing Agreement Brooke Obligations at the request of the Agent or any other Loan Documentthe Lender shall not exceed $25,000,000. In addition, whether for principalthe Guarantor shall pay to the Agent and the Lender on demand and in immediately available funds an amount equal to all reasonable fees, interest costs and expenses (including, without limitation, all interest that accrues after court costs and attorneys’ and paralegals’ fees, costs and expenses) paid or incurred by the commencement Agent or the Lender in: (1) endeavoring to collect all or any part of the Brooke Obligations from, or in prosecuting any Insolvency Proceeding action against, the Guarantor relating to this Guaranty or any other Related Document or the transactions contemplated hereby or thereby; (2) taking any action with respect to any security or collateral securing the BorrowerBrooke Obligations or the Guarantor’s obligations hereunder; or (3) preserving, whether protecting or defending the enforceability of, or enforcing, this Guaranty or its rights hereunder. In addition, the Guarantor further agrees to pay to the Agent and the Lender, on demand and in immediately available funds, interest on any amount due hereunder, from the date of demand under this Guaranty until paid in full at the Base Rate plus 2% (the “Interest Rate”). The Guarantor hereby agrees that this Guaranty is an absolute guaranty of payment and is not a claim for post-filing guaranty of collection. (ii) To secure the payment and performance by the Guarantor of all of the covenants and obligations to be paid or performed by it pursuant to this Guaranty and each other Related Document, the Guarantor hereby grants to the Agent, on behalf of the Secured Parties (and their respective successors and assigns), a security interest is allowed in all of the Guarantor’s right, title and interest in and to all of the following property and interests in property (collectively, the “Collateral”), in each case whether tangible or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever located: (a) all right, title and interest of the Guarantor in, to and under all Brooke Franchise Agreements now or hereafter existing, including, without limitation, all moneys due and to become due under or in connection with any such proceeding)Brooke Franchise Agreement (whether in respect of Sales Commissions, fees, commissionsexpenses, expense reimbursements, indemnifications indemnities or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to the Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the U.S. Bankruptcy Code), and the due performance and observance by the Borrower of its other obligations now or hereafter existing in respect of the Loan Documents (the “Guaranteed Obligations”), and (ii) agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents and the Lenders in enforcing any rights under this Guaranty. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Agents and the Lenders under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Credit Party.; (b) Notwithstanding anything contained all other accounts, equipment, inventory, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in this Guarantyproperty of the Guarantor, except as provided whether tangible or intangible, whether real property or personal property and whether now owned or existing or hereafter arising or acquired and wheresoever located; and (c) all proceeds of the foregoing property described in clause clauses (ii) of this Section 2(ba) and Section 2(c(b) above, including, without limitation, proceeds which constitute property of the type described in clauses (a) and (b) above and, to the extent not otherwise included, all (i) payments under any insurance policy (whether or not the Agent or the Lender is the loss payee thereof), (x) the Guarantor shall not have any liability under this Guaranty for the payment indemnity, warranty or performance guaranty payable by reason of the Guaranteed Obligations, (y) the Guarantor shall not have any obligation loss or damage to expend its own funds in the performance of any provision of any Loan Document, and (z) no Agent nor any Lender shall obtain any deficiency judgment against the Guarantor or otherwise with respect to any of the foregoing; providedforegoing and (ii) interest, howeverdividends, that:cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for or on account of the sale or other disposition of any or all of the then existing Collateral. (iiii) nothing contained herein shall limit Upon the occurrence of an Event of Default or otherwise restrict (A) a default in respect of any Agent’s obligation of the Guarantor to be performed by it pursuant to this Guaranty or any Lender’s other Related Document, the Agent shall have, in addition to all other rights and remedies against any under this Guaranty or otherwise, all other rights and remedies provided to a secured party under the UCC of the Collateral under any applicable jurisdiction and other Loan Documentapplicable laws, either at law or equity, includingwhich rights shall be cumulative. The rights and remedies of a secured party which may be exercised by the Agent shall include, without limitation, the right, without notice except as specified below, to solicit and accept bids for and sell the Collateral or any rights part thereof in one or remedies with respect more parcels at a public or private sale, at any exchange, broker’s board or at any of the Agent’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Agent may deem commercially reasonable. The Guarantor agrees that, to the Equity Interests extent notice of sale shall be required by law, 10 days’ notice to the Guarantor of the Borrower owned by time and place of any public sale or the Guarantor, (B) time after which any private sale is to be made shall constitute reasonable notification and that it shall be commercially reasonable for the Agent to sell the Collateral on an “as is” basis, without representation or warranty of any Lender kind. The Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given and may adjourn any public or private sale from bringing any actiontime to time by announcement at the time and place fixed therefore, suit or proceeding for specific performance against and such sale may, without further notice, be made at the Guarantor to perform any obligation imposed on the Guarantor hereunder, (C) recourse to or liability of the Guarantor for any fraud committed by the Guarantor or material misrepresentation by the Guarantor in any Loan Document time and place to which the Guarantor is a party, or (D) the obligations of the Guarantor under any Loan Document which obligations are either directly in favor of any Agent or any Lender or have been assigned to any Agent or any Lender, each of which may be enforced by and for the benefit of the Agents and Lenders, and (ii) the Guarantor shall have (A) full liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any act (or omission to act) constituting fraud or willful misconduct on the part of the Guarantor that impairs the Agents’ and the Lenders’ ability to be repaid under the Loan Documents occurs, or (y) the Guarantor authorizes, approves, participates in or assists the Borrower or the Originator in commencing a voluntary or involuntary case under the Bankruptcy Code or any other Insolvency Proceeding, and (B) liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any Collections are not promptly deposited directly into the Collection Account (other than Collections (i) delivered to the Servicer pursuant to the Servicing Agreement or (ii) inadvertently deposited into an account of the Originator or any Affiliate and promptly removed from such account and deposited into the Collection Account); provided, that in the case of this clause (B)(x), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the Collections not promptly deposited directly into the Collection Account or (y) the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or Contingent Collateral Value Policy shall refer any claim to the Collateral Value Insurer or Contingent Collateral Value Insurer knowing the same to be fraudulent and at the time, the Borrower is not owned by a Lender or its Affiliates; provided, that in the case of this clause (B)(y), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such fraudulent claim and shall only arise if the action involved it was taken by the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or the Contingent Collateral Value Policy or (z) the applicable Premium Finance Borrower, the Originator or the Borrower ceases to be the legal owner of a Covered Policy (as defined in the Collateral Value Policy or Contingent Collateral Value Policy) and the Guarantor and/or an employee of Imperial and/or its Subsidiaries (collectively, the “Guarantor Responsible Parties”), directly or indirectly, caused, or assisted another Person in, the transfer of legal title of such Covered Policy from the applicable Premium Finance Borrower, the Originator or the Borrower to another Person other than the Collateral Value Insurer or the Contingent Collateral Value Insurer (or a designee of the Collateral Value Insurer or the Contingent Collateral Value Insurer); provided, that in the case of this clause (B)(z), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such Covered Policy; provided further, and for greater clarity, in the case of this clause (B)(z), any transfer or change in legal ownership caused solely by a Person other than a Guarantor Responsible Party that is permitted by the Transaction Documents shall not result in liability or responsibility hereunder for the Guarantorso adjourned. (c) Nothing in subsection (b) of this Section 2 shall limit or otherwise restrict in any manner the rights, powers and privileges of any Agent against the Guarantor under any other Loan Document to which the Guarantor is a party.

Guaranty. Each Guarantor, jointly and severally, absolutely, -------- irrevocably and unconditionally guaranties to the applicable Guaranteed Parties, as primary obligor and not merely as surety, the full and prompt payment when due (awhether at the stated maturity, by acceleration or otherwise) The Guarantor hereby of (i) irrevocablythe principal of, absolutely interest on and unconditionally guarantees the prompt payment Loans made to the Borrower under the Credit Agreement and all reimbursement obligations and LC Obligations with respect to Letters of Credit, together with all other obligations and liabilities owing by the Borrower, as Borrower to the Credit Facility Creditors under the Credit Agreement and when due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), of all Obligations from time to time owing in respect of the Financing Agreement or any each other Loan Document, whether for principal, interest Document (including, without limitation, all indemnities, Fees and interest that accrues after the commencement of any Insolvency Proceeding with respect to the Borrowerthereon), whether now existing or not a claim for post-filing interest is allowed hereafter incurred under, arising out of or in connection with, the Credit Agreement and each such proceeding), fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to the Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the U.S. Bankruptcy Code)other Loan Document, and the due performance and observance compliance by the Borrower with all of its other obligations now or hereafter existing the terms, conditions and agreements contained in respect of the Loan Documents (the “"Guaranteed Credit Facility Obligations”"), and (ii) agrees the principal of, interest on --------------------------------------- and Increasing Rate Term Loans made to pay any the Borrower under the IRL Agreement and all expenses the other loan documents related thereto (including reasonable counsel the "IRL Loan Documents") (including, ------------------ without limitation, indemnities, fees and expenses) interest thereon), whether now existing or hereafter incurred under, arising out of or in connection with, the IRL Agreement and IRL Loan Documents, and the due performance and compliance by the Agents Borrower with all of the terms, conditions and agreements contained in such agreements (excluding Exchange Notes as defined in the IRL Agreement) (the "Guaranteed IRL Obligations"), (iii) to the extent any --------------------------- Additional Debt Designation is executed by the Borrower and delivered to the Collateral Agent entitling the Additional Debt Creditors to the benefit of this Guaranty as permitted under the Credit Agreement, the principal of, interest on and any loans made under any Additional Debt Agreement and any other loan documents related thereto (the "Additional Debt Documents") (including, without ------------------------- limitation, indemnities, fees and interest thereon), as and to the extent designated by the Borrower in the Additional Debt Designation, whether now existing or hereafter incurred under, arising out of or in connection with any Additional Debt Agreement or Additional Debt Documents as permitted under the Credit Agreement, and the Lenders in enforcing any rights under this Guaranty. Without limiting due performance and compliance by the generality Borrower with all of the foregoingterms, conditions and agreements contained in such agreements (the Guarantor’s liability shall extend "Guaranteed Additional Debt Obligations") and (iv) to all amounts that constitute part of the Guaranteed Obligations extent an Other Debt -------------------------------------- Designation is executed and would be owed delivered by the Borrower to the Agents and the Lenders under Collateral Agent entitling any Loan Document but for the fact that they are unenforceable or not allowable due Other Creditors to the existence benefits of a bankruptcy, reorganization or similar proceeding involving any Credit Party. (b) Notwithstanding anything contained in this Guaranty, except as provided in clause (ii) of this Section 2(b) and Section 2(c), (x) the Guarantor shall not have obligations made under any liability under this Guaranty for the payment or performance of the Guaranteed Obligations, (y) the Guarantor shall not have any obligation to expend its own funds in the performance of any provision of any Loan Document, and (z) no Agent nor any Lender shall obtain any deficiency judgment against the Guarantor Interest Rate Protection Agreement with respect to any of the foregoing; providedOther Creditors, however, that: (i) nothing contained herein shall limit or otherwise restrict (A) any Agent’s or any Lender’s rights and remedies against Other Hedging Agreement with any of the Collateral under Other Creditors and any other documents related thereto (the "Other Debt Documents," and together with the -------------------- Loan DocumentDocuments, either at law or equityIRL Loan Documents, and the Additional Debt Documents, and this Agreement, the "Guaranteed Documents") (including, without limitation, any rights or remedies with respect -------------------- indemnities, fees and interest thereon), as and to the Equity Interests extent designated by the Borrower in the Other Debt Designation whether now existing or hereafter incurred arising out of or in connection with any Interest Rate Protection Agreement with any of the Borrower owned Other Creditors, Other Hedging Agreement with any of the Other Creditors or Other Debt Documents, and the due performance and compliance by the Borrower with all of the terms, conditions and agreements contained in such agreements (the "Guaranteed Other Debt Obligations," and all --------------------------------- such obligations being herein collectively called the "Guaranteed Obligations"), ---------------------- in each case of the relevant Guaranteed Parties. Each Guarantor understands, agrees and confirms that the Guaranteed Parties may enforce this Guaranty up to the full amount of the Guaranteed Obligations against each Guarantor without proceeding against any other Guarantor, (B) the Agent or any Lender from bringing any action, suit or proceeding for specific performance against the Guarantor to perform Borrower, against any obligation imposed on the Guarantor hereunder, (C) recourse to or liability of the Guarantor for any fraud committed by the Guarantor or material misrepresentation by the Guarantor in any Loan Document to which the Guarantor is a party, or (D) the obligations of the Guarantor under any Loan Document which obligations are either directly in favor of any Agent or any Lender or have been assigned to any Agent or any Lender, each of which may be enforced by and for the benefit of the Agents and Lenders, and (ii) the Guarantor shall have (A) full liability and responsibility security for the Guaranteed Obligations and other obligations hereunder if (x) any act (or omission to act) constituting fraud or willful misconduct on the part of the Guarantor that impairs the Agents’ and the Lenders’ ability to be repaid under the Loan Documents occursObligations, or (y) the Guarantor authorizes, approves, participates in or assists the Borrower or the Originator in commencing a voluntary or involuntary case under the Bankruptcy Code or any other Insolvency Proceeding, and (B) liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any Collections are not promptly deposited directly into the Collection Account (other than Collections (i) delivered to the Servicer pursuant to the Servicing Agreement or (ii) inadvertently deposited into an account of the Originator or any Affiliate and promptly removed from such account and deposited into the Collection Account); provided, that in the case of this clause (B)(x), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the Collections not promptly deposited directly into the Collection Account or (y) the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or Contingent Collateral Value Policy shall refer any claim to the Collateral Value Insurer or Contingent Collateral Value Insurer knowing the same to be fraudulent and at the time, the Borrower is not owned by a Lender or its Affiliates; provided, that in the case of this clause (B)(y), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such fraudulent claim and shall only arise if the action involved was taken by the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or the Contingent Collateral Value Policy or (z) the applicable Premium Finance Borrower, the Originator or the Borrower ceases to be the legal owner of a Covered Policy (as defined in the Collateral Value Policy or Contingent Collateral Value Policy) and the Guarantor and/or an employee of Imperial and/or its Subsidiaries (collectively, the “Guarantor Responsible Parties”), directly or indirectly, caused, or assisted another Person in, the transfer of legal title of such Covered Policy from the applicable Premium Finance Borrower, the Originator or the Borrower to another Person other than the Collateral Value Insurer or the Contingent Collateral Value Insurer (or a designee of the Collateral Value Insurer or the Contingent Collateral Value Insurer); provided, that in the case of this clause (B)(z), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such Covered Policy; provided further, and for greater clarity, in the case of this clause (B)(z), any transfer or change in legal ownership caused solely by a Person other than a Guarantor Responsible Party that is permitted by the Transaction Documents shall not result in liability or responsibility hereunder for the Guarantor. (c) Nothing in subsection (b) of this Section 2 shall limit or otherwise restrict in any manner the rights, powers and privileges of any Agent against the Guarantor under any other Loan Document to which guaranty covering all or a portion of the Guarantor is a partyGuaranteed Obligations.

Guaranty. (a) To induce the Lender to extend credit to the Borrower pursuant to the Loan Agreement, the Guarantor hereby irrevocably and unconditionally guarantees to the Lender, its successors and assigns (i) the full and prompt payment when due, whether by acceleration or otherwise, with such interest as may accrue thereon either before or after maturity thereof, of all of the Obligations, including, without limitation, the Revolving Loans, together with all renewals, modifications, consolidations, and extensions thereof, (ii) the full and prompt payment and performance of all terms, conditions and covenants contained in the Loan Agreement and (iii) the full and prompt performance of any and all other obligations of the Borrower under any other documents or instruments referred to in the Loan Agreement or now or hereafter evidencing, securing, or otherwise relating to the Obligations or the Loan Documents. The Guarantor hereby (i) irrevocablyagrees that if any of the Obligations, absolutely duties and unconditionally guarantees the prompt payment covenants are not paid by the Borrower, as Borrower in accordance with their respective terms or if any and when all sums which are now or may hereafter become due and payable (whether by scheduled maturity, required prepayment, acceleration, demand from the Borrower to the Lender under or otherwise), of all Obligations from time pursuant to time owing in respect any of the Financing Agreement Obligations or any other the Loan DocumentDocuments are not paid by the Borrower in accordance with their terms, whether for principal, interest the Guarantor will immediately make such payments. The Guarantor hereby further agrees to pay the Lender all reasonable expenses (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding with respect to the Borrower, whether or not a claim for post-filing interest is allowed in such proceeding), fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to the Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the U.S. Bankruptcy Code), and the due performance and observance by the Borrower of its other obligations now or hereafter existing in respect of the Loan Documents (the “Guaranteed Obligations”), and (ii) agrees to pay any and all expenses (including reasonable counsel attorneys' fees and expensescourt costs) paid or incurred by the Agents and the Lenders Lender in enforcing any rights under this Guaranty. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Agents and the Lenders under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Credit Party. (b) Notwithstanding anything contained in this Guaranty, except as provided in clause (ii) of this Section 2(b) and Section 2(c), endeavoring (x) the Guarantor shall not have to collect any liability under this Guaranty for the payment or performance indebtedness evidenced by any of the Guaranteed ObligationsObligations or the Loan Documents, or any portion thereof, (y) to enforce any of the Guarantor shall not have any obligation to expend its own funds in Obligations of the performance of any provision of any Loan DocumentBorrower guaranteed hereby, and or (z) no Agent nor any Lender to enforce this Guaranty. This Guaranty shall obtain any deficiency judgment against be a continuing Guaranty of all the Guarantor with respect Obligations and all of the duties and covenants of the Borrower created pursuant to any and all of the foregoing; provided, however, that: (i) nothing contained herein shall limit or otherwise restrict (A) any Agent’s or any Lender’s rights and remedies against any of the Collateral under any other Loan Document, either at law or equityDocuments, including, without limitation, any rights and all advances, debts, obligations, covenants and liabilities heretofore, now or remedies hereafter made, incurred or created under and pursuant to any of the Loan Documents whether voluntary or involuntary, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such obligations, duties and covenants may be or hereafter become unenforceable. (b) As an additional inducement to the Lender to extend credit to the Borrower, the Guarantor, if a stockholder of the Borrower, hereby covenants and agrees not to transfer, assign, sell, convey or otherwise dispose of, grant any option, warrant or other right with respect to to, pledge, hypothecate or otherwise encumber any of the Equity Interests capital stock of the Borrower now or hereafter owned by the Guarantor, (B) Guarantor without the Agent or any Lender from bringing any action, suit or proceeding for specific performance against the Guarantor to perform any obligation imposed on the Guarantor hereunder, (C) recourse to or liability prior written consent of the Guarantor for any fraud committed by the Guarantor or material misrepresentation by the Guarantor in any Loan Document to which the Guarantor is a party, or (D) the obligations of the Guarantor under any Loan Document which obligations are either directly in favor of any Agent or any Lender or have been assigned to any Agent or any Lender, each of which may consent will not be enforced by and for the benefit of the Agents and Lenders, and (ii) the Guarantor shall have (A) full liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any act (or omission to act) constituting fraud or willful misconduct on the part of the Guarantor that impairs the Agents’ and the Lenders’ ability to be repaid under the Loan Documents occurs, or (y) the Guarantor authorizes, approves, participates in or assists the Borrower or the Originator in commencing a voluntary or involuntary case under the Bankruptcy Code or any other Insolvency Proceeding, and (B) liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any Collections are not promptly deposited directly into the Collection Account (other than Collections (i) delivered to the Servicer pursuant to the Servicing Agreement or (ii) inadvertently deposited into an account of the Originator or any Affiliate and promptly removed from such account and deposited into the Collection Account); provided, that in the case of this clause (B)(x), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the Collections not promptly deposited directly into the Collection Account or (y) the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or Contingent Collateral Value Policy shall refer any claim to the Collateral Value Insurer or Contingent Collateral Value Insurer knowing the same to be fraudulent and at the time, the Borrower is not owned by a Lender or its Affiliates; provided, that in the case of this clause (B)(y), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such fraudulent claim and shall only arise if the action involved was taken by the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or the Contingent Collateral Value Policy or (z) the applicable Premium Finance Borrower, the Originator or the Borrower ceases to be the legal owner of a Covered Policy (as defined in the Collateral Value Policy or Contingent Collateral Value Policy) and the Guarantor and/or an employee of Imperial and/or its Subsidiaries (collectively, the “Guarantor Responsible Parties”), directly or indirectly, caused, or assisted another Person in, the transfer of legal title of such Covered Policy from the applicable Premium Finance Borrower, the Originator or the Borrower to another Person other than the Collateral Value Insurer or the Contingent Collateral Value Insurer (or a designee of the Collateral Value Insurer or the Contingent Collateral Value Insurer); provided, that in the case of this clause (B)(z), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such Covered Policy; provided further, and for greater clarity, in the case of this clause (B)(z), any transfer or change in legal ownership caused solely by a Person other than a Guarantor Responsible Party that is permitted by the Transaction Documents shall not result in liability or responsibility hereunder for the Guarantorunreasonably withheld. (c) Nothing in subsection (b) of this Section 2 shall limit or otherwise restrict in any manner the rights, powers and privileges of any Agent against the Guarantor under any other Loan Document to which the Guarantor is a party.

Guaranty. The Guarantors hereby jointly and severally unconditionally and irrevocably guarantee the full and prompt payment when due, whether at stated maturity, by acceleration or otherwise, of, and the performance of, (a) The Guarantor hereby (i) irrevocablythe Obligations, absolutely whether now or hereafter existing and unconditionally guarantees the prompt payment by the Borrower, as and when due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), of all Obligations from time to time owing in respect of the Financing Agreement or any other Loan Document, whether for principal, interest interest, fees, expenses or otherwise, (b) all Swap Obligations owed to any Lender or any Affiliate of a Lender (provided at the time of execution of the Swap Contract related to such Swap Obligations such Lender is a party to the Credit Agreement), (c) any and all reasonable out-of-pocket expenses (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding with respect to the Borrower, whether or not a claim for post-filing interest is allowed in such proceeding), fees, commissions, expense reimbursements, indemnifications or otherwise, reasonable expenses and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to the Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the U.S. Bankruptcy Code), and the due performance and observance by the Borrower of its other obligations now or hereafter existing in respect of the Loan Documents (the “Guaranteed Obligations”), and (ii) agrees to pay any and all expenses (including reasonable counsel fees and expensesexpenses of the Administrative Agent and the Lenders) incurred by any of the Agents and the Lenders Guarantied Parties in enforcing any rights under this Guaranty. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to Guaranty and (d) all present and future amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Agents and the Lenders under any Loan Document become due but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Credit Party. (b) Notwithstanding anything contained in this Guaranty, except as provided in clause (ii) of this Section 2(b) and Section 2(c), (x) the Guarantor shall not have any liability under this Guaranty for the payment or performance of the Guaranteed Obligations, (y) the Guarantor shall not have any obligation to expend its own funds in the performance operation of any provision of any Loan DocumentDebtor Relief Laws, and (z) no Agent nor any Lender shall obtain any deficiency judgment against the Guarantor with respect to any of the foregoing; provided, however, that: (i) nothing contained herein shall limit or otherwise restrict (A) any Agent’s or any Lender’s rights all present and remedies against any of the Collateral under any other Loan Document, either at law or equityfuture accrued and unpaid interest, including, without limitation, all post-petition interest if the Borrower or any rights Guarantor voluntarily or remedies with respect involuntarily becomes subject to any Debtor Relief Laws (the Equity Interests items set forth in clauses (a), (b), (c) and (d) immediately above being herein referred to as the "Guarantied Obligations"). Upon failure of the Borrower owned to pay any of the Guarantied Obligations when due after the giving by the GuarantorAdministrative Agent and/or the Lenders of any notice and the expiration of any applicable cure period in each case provided for in the Credit Agreement and other Loan Documents (whether at stated maturity, (B) by acceleration or otherwise), the Guarantors hereby further jointly and severally agree to promptly pay the same after the Guarantors' receipt of notice from the Administrative Agent of the Borrower's failure to pay the same, without any other demand or notice whatsoever, including without limitation, any Lender from bringing notice having been given to any actionGuarantor of either the acceptance by the Guarantied Parties of this Guaranty or the creation or incurrence of any of the Guarantied Obligations. This Guaranty is an absolute guaranty of payment and performance of the Guarantied Obligations and not a guaranty of collection, meaning that it is not necessary for the Guarantied Parties, in order to enforce payment by the Guarantors, first or contemporaneously to accelerate payment of any of the Guarantied Obligations, to institute suit or proceeding for specific performance exhaust any rights against the Guarantor to perform any obligation imposed on the Guarantor hereunder, (C) recourse to or liability of the Guarantor for any fraud committed by the Guarantor or material misrepresentation by the Guarantor in any Loan Document to which the Guarantor is a partyParty, or (D) the obligations of the Guarantor under to enforce any Loan Document which obligations are either directly rights against any Collateral. Notwithstanding anything herein or in favor of any Agent or any Lender or have been assigned to any Agent or any Lender, each of which may be enforced by and for the benefit of the Agents and Lenders, and (ii) the Guarantor shall have (A) full liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any act (or omission to act) constituting fraud or willful misconduct on the part of the Guarantor that impairs the Agents’ and the Lenders’ ability to be repaid under the Loan Documents occurs, or (y) the Guarantor authorizes, approves, participates in or assists the Borrower or the Originator in commencing a voluntary or involuntary case under the Bankruptcy Code or any other Insolvency Proceeding, and (B) liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any Collections are not promptly deposited directly into the Collection Account (other than Collections (i) delivered to the Servicer pursuant to the Servicing Agreement or (ii) inadvertently deposited into an account of the Originator or any Affiliate and promptly removed from such account and deposited into the Collection Account); provided, that in the case of this clause (B)(x), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the Collections not promptly deposited directly into the Collection Account or (y) the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or Contingent Collateral Value Policy shall refer any claim to the Collateral Value Insurer or Contingent Collateral Value Insurer knowing the same to be fraudulent and at the time, the Borrower is not owned by a Lender or its Affiliates; provided, that in the case of this clause (B)(y), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such fraudulent claim and shall only arise if the action involved was taken by the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or the Contingent Collateral Value Policy or (z) the applicable Premium Finance Borrower, the Originator or the Borrower ceases to be the legal owner of a Covered Policy (as defined in the Collateral Value Policy or Contingent Collateral Value Policy) and the Guarantor and/or an employee of Imperial and/or its Subsidiaries (collectively, the “Guarantor Responsible Parties”), directly or indirectly, caused, or assisted another Person in, the transfer of legal title of such Covered Policy from the applicable Premium Finance Borrower, the Originator or the Borrower to another Person other than the Collateral Value Insurer or the Contingent Collateral Value Insurer (or a designee of the Collateral Value Insurer or the Contingent Collateral Value Insurer); provided, that in the case of this clause (B)(z), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such Covered Policy; provided further, and for greater clarity, in the case of this clause (B)(z), any transfer or change in legal ownership caused solely by a Person other than a Guarantor Responsible Party that is permitted by the Transaction Documents shall not result in liability or responsibility hereunder for the Guarantor. (c) Nothing in subsection (b) of this Section 2 shall limit or otherwise restrict in any manner the rights, powers and privileges of any Agent against the Guarantor under any other Loan Document to which the contrary, in any action or proceeding involving any state corporate law, or any state or federal bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if, as a result of applicable law relating to fraudulent conveyance or fraudulent transfer, including Section 548 of Bankruptcy Code or any applicable provisions of comparable state law (collectively, "Fraudulent Transfer Laws"), the obligations of any Guarantor under this Section 1 would otherwise, after giving effect to (a) all other liabilities of such Guarantor, contingent or otherwise, that are relevant under such Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Guarantor in respect of intercompany Indebtedness to the Borrower to the extent that such Indebtedness would be discharged in an amount equal to the amount paid by such Guarantor hereunder) and (b) to the value as assets of such Guarantor (as determined under the applicable provisions of such Fraudulent Transfer Laws) of any rights of subrogation, contribution, reimbursement, indemnity or similar rights held by such Guarantor pursuant to (i) applicable requirements of Law, (ii) Section 10 hereof or (iii) any other contractual obligations providing for an equitable allocation among such Guarantor and other Subsidiaries or Affiliates of the Borrower of obligations arising under this Guaranty or other guaranties of the Guarantied Obligations by such parties, be held or determined to be void, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under this Section 1, then the amount of such liability shall, without any further action by such Guarantor, any Lender, the Administrative Agent or any other Person, be automatically limited and reduced to the highest amount that is a partyvalid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.

Guaranty. The Borrower and each Guarantor, other than Subsidiaries that are Excluded Subsidiaries, severally, unconditionally and irrevocably guarantees (a) The Guarantor hereby (i) irrevocably, absolutely and unconditionally guarantees the prompt payment undertaking by the BorrowerBorrower and each Guarantor under this Article VIII being the “Guaranty”) the punctual payment when due, as and when due and payable (whether at scheduled maturity or at a date fixed for prepayment or by scheduled maturity, required prepayment, acceleration, demand or otherwise), of all Obligations from time to time owing in respect of the Financing Agreement or any Obligations (including all Obligations under Secured Hedge Agreements but excluding all Excluded Swap Obligations) of each of the other Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding with respect to the Borrower, whether or not a claim for post-filing interest is allowed in such proceeding), fees, commissions, expense reimbursements, indemnifications or otherwise, Parties and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to the Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the U.S. Bankruptcy Code), and the due performance and observance by the Borrower of its other obligations each Specified Hedge Agreement Subsidiaries now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premium, fees, indemnification payments, contract causes of action, costs, expenses or otherwise (such Obligations being the “Guaranteed Obligations”; provided, that, endorsements of negotiable instruments for deposit or collection in the ordinary course of business are not Guaranteed Obligations for purposes of the foregoing Section 8.01), and (ii) agrees to pay any and all expenses (including including, without limitation, reasonable counsel fees and expensesexpenses of counsel) incurred by the Agents and Administrative Agent or any of the Lenders other Secured Parties solely in enforcing any rights under this Guaranty. Without limiting the generality of the foregoing, the Borrower’s and each Guarantor’s respective liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any of the Borrower other Loan Parties or any Specified Hedge Agreement Subsidiary to the Agents and Administrative Agent or any of the Lenders other Secured Parties under any or in respect of the Loan Document Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Credit such other Loan Party. (b) Notwithstanding anything contained in this Guaranty, except as provided in clause (ii) of this Section 2(b) and Section 2(c), (x) the Guarantor shall not have any liability under this Guaranty for the payment or performance of the Guaranteed Obligations, (y) the Guarantor shall not have any obligation to expend its own funds in the performance of any provision of any Loan Document, and (z) no Agent nor any Lender shall obtain any deficiency judgment against the Guarantor with respect to any of the foregoing; provided, however, that: (i) nothing contained herein shall limit or otherwise restrict (A) any Agent’s or any Lender’s rights and remedies against any of the Collateral under any other Loan Document, either at law or equity, including, without limitation, any rights or remedies with respect to the Equity Interests of the Borrower owned by the Guarantor, (B) the Agent or any Lender from bringing any action, suit or proceeding for specific performance against the Guarantor to perform any obligation imposed on the Guarantor hereunder, (C) recourse to or liability of the Guarantor for any fraud committed by the Guarantor or material misrepresentation by the Guarantor in any Loan Document to which the Guarantor is a party, or (D) the obligations of the Guarantor under any Loan Document which obligations are either directly in favor of any Agent or any Lender or have been assigned to any Agent or any Lender, each of which may be enforced by and for the benefit of the Agents and Lenders, and (ii) the Guarantor shall have (A) full liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any act (or omission to act) constituting fraud or willful misconduct on the part of the Guarantor that impairs the Agents’ and the Lenders’ ability to be repaid under the Loan Documents occurs, or (y) the Guarantor authorizes, approves, participates in or assists the Borrower or the Originator in commencing a voluntary or involuntary case under the Bankruptcy Code or any other Insolvency Proceeding, and (B) liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any Collections are not promptly deposited directly into the Collection Account (other than Collections (i) delivered to the Servicer pursuant to the Servicing Agreement or (ii) inadvertently deposited into an account of the Originator or any Affiliate and promptly removed from such account and deposited into the Collection Account); provided, that in the case of this clause (B)(x), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the Collections not promptly deposited directly into the Collection Account or (y) the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or Contingent Collateral Value Policy shall refer any claim to the Collateral Value Insurer or Contingent Collateral Value Insurer knowing the same to be fraudulent and at the time, the Borrower is not owned by a Lender or its Affiliates; provided, that in the case of this clause (B)(y), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such fraudulent claim and shall only arise if the action involved was taken by the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or the Contingent Collateral Value Policy or (z) the applicable Premium Finance Borrower, the Originator or the Borrower ceases to be the legal owner of a Covered Policy (as defined in the Collateral Value Policy or Contingent Collateral Value Policy) and the Guarantor and/or an employee of Imperial and/or its Subsidiaries (collectively, the “Guarantor Responsible Parties”), directly or indirectly, caused, or assisted another Person in, the transfer of legal title of such Covered Policy from the applicable Premium Finance Borrower, the Originator or the Borrower to another Person other than the Collateral Value Insurer or the Contingent Collateral Value Insurer (or a designee of the Collateral Value Insurer or the Contingent Collateral Value Insurer); provided, that in the case of this clause (B)(z), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such Covered Policy; provided further, and for greater clarity, in the case of this clause (B)(z), any transfer or change in legal ownership caused solely by a Person other than a Guarantor Responsible Party that is permitted by the Transaction Documents shall not result in liability or responsibility hereunder for the Guarantor. (c) Nothing in subsection (b) of this Section 2 shall limit or otherwise restrict in any manner the rights, powers and privileges of any Agent against the Guarantor under any other Loan Document to which the Guarantor is a party.

Guaranty. In order to induce FIDELCOR BUSINESS CREDIT CORPORATION (ahereafter "Trefoil") The Guarantor hereby to now or hereafter make advances, loans, extend its credit to, or enter into security agreements with PHOENIX LABORATORIES, INC. and GREAT EARTH DISTRIBUTION, INC. (ihereafter individually and collectively, "Debtor") irrevocablyand knowing that Trefoil will rely upon this guaranty, absolutely the undersigned and unconditionally guarantees each of them jointly and severally guarantee the prompt due payment and performance by the Borrower, as and when due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), said Debtor described in said financing agreement of all Obligations from time moneys to time owing be paid, and all things to be done, pursuant to each and every condition and covenant contained in respect of the Financing Agreement said agreement, or in any supplement thereto, or any other Loan Documenttransaction or agreement, as well as the due payment of all other obligations which said Debtor may at any time owe to Trefoil, however created; and the undersigned hereby indemnify Trefoil, and covenant to hold it harmless against all obligations, demands, losses or liabilities, by whomsoever asserted, suffered, incurred or paid by Trefoil as a result of, or in any way arising out of, or following, or consequential to transactions under the aforesaid security agreement or any other agreement. This guaranty shall be absolute, continuing, unconditional and unlimited. Trefoil shall be under no obligation to proceed first against the Debtor, or against any collateral security which Trefoil may hold, before proceeding against the undersigned hereunder. The undersigned agree that any collateral held as security by Trefoil, whether for principalunder an agreement with the Debtor, interest (includingor pursuant to this guaranty, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding with respect to the Borrower, whether may be sold at public or not a claim for post-filing interest is allowed in such proceeding), fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to the Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the U.S. Bankruptcy Code)private sale, and the due performance undersigned further agree that Trefoil shall have the right to bid at such sale. The undersigned agree to indemnify and observance by the Borrower of its other obligations now or hereafter existing in respect of the Loan Documents (the “Guaranteed Obligations”), and (ii) agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents and the Lenders in enforcing any rights under this Guaranty. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Agents and the Lenders under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Credit Party. (b) Notwithstanding anything contained in this Guaranty, except as provided in clause (ii) of this Section 2(b) and Section 2(c), (x) the Guarantor shall not have any liability under this Guaranty for the payment or performance of the Guaranteed Obligations, (y) the Guarantor shall not have any obligation to expend its own funds in the performance of any provision of any Loan Document, and (z) no Agent nor any Lender shall obtain any deficiency judgment against the Guarantor with respect to any of the foregoing; provided, however, that: (i) nothing contained herein shall limit or otherwise restrict (A) any Agent’s or any Lender’s rights and remedies against any of the Collateral under any other Loan Document, either at law or equity, including, without limitation, any rights or remedies with respect to the Equity Interests of the Borrower owned by the Guarantor, (B) the Agent or any Lender from bringing any action, suit or proceeding for specific performance against the Guarantor to perform any obligation imposed on the Guarantor hereunder, (C) recourse to or liability of the Guarantor save Trefoil harmless for any fraud committed by the Guarantor or material misrepresentation by the Guarantor in any Loan Document to which the Guarantor is a party, or (D) the obligations of the Guarantor under any Loan Document which obligations are either directly in favor of any Agent or any Lender or have been assigned to any Agent or any Lender, each of which costs and expenses that Trefoil may be enforced by and for the benefit of the Agents and Lenders, and (ii) the Guarantor shall have (A) full liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any act (or omission to act) constituting fraud or willful misconduct on the part of the Guarantor that impairs the Agents’ and the Lenders’ ability to be repaid under the Loan Documents occurs, or (y) the Guarantor authorizes, approves, participates in or assists the Borrower or the Originator in commencing a voluntary or involuntary case under the Bankruptcy Code or any other Insolvency Proceeding, and (B) liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any Collections are not promptly deposited directly into the Collection Account (other than Collections (i) delivered to the Servicer pursuant to the Servicing Agreement or (ii) inadvertently deposited into an account of the Originator or any Affiliate and promptly removed from such account and deposited into the Collection Account); provided, that in the case of this clause (B)(x), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the Collections not promptly deposited directly into the Collection Account or (y) the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower incur in connection with the Collateral Value Policy liquidation of collateral held by Trefoil whether under agreement with the Debtor or Contingent Collateral Value Policy shall refer any claim the undersigned, and they further agree to the Collateral Value Insurer or Contingent Collateral Value Insurer knowing the same pay all attorneys fees agreed to be fraudulent and at the time, the Borrower is not owned by a Lender or its Affiliates; provided, that in the case of this clause (B)(y), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such fraudulent claim and shall only arise if the action involved was taken by the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by Debtor, and the Borrower to perform any duties on behalf of the Borrower reasonable attorneys fees incurred in connection with enforcement of this guaranty agreement, which the Collateral Value Policy or the Contingent Collateral Value Policy or (z) the applicable Premium Finance Borrower, the Originator or the Borrower ceases parties agree shall be a sum equal to be the legal owner of a Covered Policy (as defined in the Collateral Value Policy or Contingent Collateral Value Policy) and the Guarantor and/or an employee of Imperial and/or its Subsidiaries (collectively, the “Guarantor Responsible Parties”), directly or indirectly, caused, or assisted another Person in, the transfer of legal title of such Covered Policy from the applicable Premium Finance Borrower, the Originator or the Borrower to another Person other than the Collateral Value Insurer or the Contingent Collateral Value Insurer (or a designee 15% of the Collateral Value Insurer or the Contingent Collateral Value Insurer); provided, that in the case of this clause (B)(z), such liability and responsibility moneys due Trefoil upon placement of the Guarantor claim with such attorney. The undersigned agree: that this guaranty shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such Covered Policy; provided further, and for greater clarity, in the case of this clause (B)(z), be impaired by any transfer or change in legal ownership caused solely by a Person other than a Guarantor Responsible Party that is permitted by the Transaction Documents shall not result in liability or responsibility hereunder for the Guarantor. (c) Nothing in subsection (b) of this Section 2 shall limit or otherwise restrict in any manner the rights, powers and privileges of any Agent against the Guarantor under any other Loan Document modification to which the Guarantor parties to said security agreement may hereafter agree, nor by any modification, release or other alteration of any of the obligations hereby guaranteed, or of any security therefor or failure to perfect any security interest, to all of which the undersigned hereby consent; that their liability hereunder is direct and unconditional and may be enforced without requiring Trefoil first to resort to any other right, remedy or security; and that this guaranty shall continue in force until Secured Party shall receive 30 days prior written notice by registered mail revoking it only as to future transactions. The undersigned waive: notice of acceptance hereof, notice of adverse change in Debtor's financial condition; the right to a partyjury trial in any action hereunder; presentment and protest of any instrument and notice thereof; notice of default; and all other notices to which they might otherwise be entitled. As security, they hereby assign to Trefoil all claims of any nature which they, or any of them, may now or hereafter have against Debtor. All actions or proceedings arising directly or indirectly on account of this guaranty agreement shall be litigated only in courts having situs within the State of New York and each guarantor for himself hereby consents to the jurisdiction of any Local State or Federal Court located within the State of New York and each guarantor for himself waives personal service of any and all process upon him and consents that all such service of process be made by certified mail, return receipt requested directed to such guarantor at the address set forth below or the home address of such guarantor, if different, and service so made shall be deemed complete three days after the same shall be posted. This guaranty, all acts and transactions hereunder, and the rights and obligations of the parties hereto, shall be governed, construed and interpreted according to the laws of the State of New York. This guaranty cannot be changed or discharged orally, nor shall the same be terminated by death of any guarantor, in which event deceased guarantor's estate shall be bound by the obligations hereunder. Release of any guarantor, or the Debtor herein, shall not affect the obligations hereunder of the remaining guarantors. Notwithstanding anything to the contrary contained in this guaranty, (1) the joint and several liability of the guarantors hereunder shall in no event exceed $150,000, plus the costs and expenses of collection, including attorneys fees, as provided for herein. Such limitation on the liability of the guarantors shall not be deemed to be a limitation on the amount of credit which may be extended to the Debtor and (2) Trefoil shall not commence any action against any guarantor to enforce this guaranty until six months after Trefoil makes demand upon such guarantor for payment under this guaranty.

Guaranty. (a) The Guarantor hereby irrevocably, absolutely, and unconditionally guarantees to Agent for itself and the ratable benefit of the Creditors the prompt, complete, and full payment when due, and no matter how the same shall become due, of: (i) irrevocablythe Notes, absolutely including all principal, all interest thereon and unconditionally guarantees all other sums payable thereunder; and (ii) the prompt payment Loans made by the BorrowerLenders under the Credit Agreement, as including the Loans, together with interest thereon; and (iii) the Hedging Agreements concluded by the Lenders and when due and their Affiliates with the Borrowers; and (iv) All other sums payable (whether by scheduled maturity, required prepayment, acceleration, demand to Agent or otherwise), of all Obligations from time to time owing in respect of the Financing Agreement or Creditors under any other Loan Obligation Document, whether for principal, interest (includinginterest, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding with respect to the Borrower, whether or not a claim for post-filing interest is allowed in such proceeding), fees, commissions, expense reimbursements, indemnifications fees or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to the Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the U.S. Bankruptcy Code), and the due performance and observance by the Borrower of its other obligations now or hereafter existing in respect of the Loan Documents (the “Guaranteed Obligations”), and (ii) agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents and the Lenders in enforcing any rights under this Guaranty. Without limiting the generality of the foregoing, the Guarantor’s 's liability hereunder shall extend to and include all amounts that constitute part post-petition interest, expenses, and other duties and liabilities of the Guaranteed Obligations and Borrowers described above in this subsection (a), or below in the following subsection (b), which would be owed by the Borrower to the Agents and the Lenders under any Loan Document Borrowers but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization reorganization, or similar proceeding involving any Credit Partythe Borrowers. (b) Notwithstanding anything contained in this GuarantyGuarantor hereby irrevocably, except as provided in clause (ii) absolutely, and unconditionally guarantees to Agent and each Creditor the prompt, complete and full performance, when due, and no matter how the same shall become due, of this Section 2(b) all obligations and Section 2(c), (x) the Guarantor shall not have any liability under this Guaranty for the payment or performance undertakings of the Guaranteed ObligationsBorrowers to Agent or such Creditor under, (y) the Guarantor shall not have any obligation to expend its own funds in the performance of any provision of any Loan Documentby reason of, and (z) no Agent nor any Lender shall obtain any deficiency judgment against the Guarantor with respect or pursuant to any of the foregoing; provided, however, that: (i) nothing contained herein shall limit or otherwise restrict (A) any Agent’s or any Lender’s rights and remedies against any of the Collateral under any other Loan Document, either at law or equity, including, without limitation, any rights or remedies with respect to the Equity Interests of the Borrower owned by the Guarantor, (B) the Agent or any Lender from bringing any action, suit or proceeding for specific performance against the Guarantor to perform any obligation imposed on the Guarantor hereunder, (C) recourse to or liability of the Guarantor for any fraud committed by the Guarantor or material misrepresentation by the Guarantor in any Loan Document to which the Guarantor is a party, or (D) the obligations of the Guarantor under any Loan Document which obligations are either directly in favor of any Agent or any Lender or have been assigned to any Agent or any Lender, each of which may be enforced by and for the benefit of the Agents and Lenders, and (ii) the Guarantor shall have (A) full liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any act (or omission to act) constituting fraud or willful misconduct on the part of the Guarantor that impairs the Agents’ and the Lenders’ ability to be repaid under the Loan Documents occurs, or (y) the Guarantor authorizes, approves, participates in or assists the Borrower or the Originator in commencing a voluntary or involuntary case under the Bankruptcy Code or any other Insolvency Proceeding, and (B) liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any Collections are not promptly deposited directly into the Collection Account (other than Collections (i) delivered to the Servicer pursuant to the Servicing Agreement or (ii) inadvertently deposited into an account of the Originator or any Affiliate and promptly removed from such account and deposited into the Collection Account); provided, that in the case of this clause (B)(x), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the Collections not promptly deposited directly into the Collection Account or (y) the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or Contingent Collateral Value Policy shall refer any claim to the Collateral Value Insurer or Contingent Collateral Value Insurer knowing the same to be fraudulent and at the time, the Borrower is not owned by a Lender or its Affiliates; provided, that in the case of this clause (B)(y), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such fraudulent claim and shall only arise if the action involved was taken by the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or the Contingent Collateral Value Policy or (z) the applicable Premium Finance Borrower, the Originator or the Borrower ceases to be the legal owner of a Covered Policy (as defined in the Collateral Value Policy or Contingent Collateral Value Policy) and the Guarantor and/or an employee of Imperial and/or its Subsidiaries (collectively, the “Guarantor Responsible Parties”), directly or indirectly, caused, or assisted another Person in, the transfer of legal title of such Covered Policy from the applicable Premium Finance Borrower, the Originator or the Borrower to another Person other than the Collateral Value Insurer or the Contingent Collateral Value Insurer (or a designee of the Collateral Value Insurer or the Contingent Collateral Value Insurer); provided, that in the case of this clause (B)(z), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such Covered Policy; provided further, and for greater clarity, in the case of this clause (B)(z), any transfer or change in legal ownership caused solely by a Person other than a Guarantor Responsible Party that is permitted by the Transaction Documents shall not result in liability or responsibility hereunder for the GuarantorObligation Documents. (c) Nothing If the Borrowers shall for any reason fail to pay any Obligation, as and when such Obligation shall become due and payable, whether at its stated maturity, as a result of the exercise of any power to accelerate, or otherwise, Guarantor will, forthwith upon demand by Agent, pay such Obligation in subsection full to Agent for the benefit of Agent and the Creditor to whom such Obligation is owed. If the Borrowers shall for any reason fail to perform promptly any Obligation, Guarantor will, forthwith upon demand by Agent, cause such Obligation to be performed or, if specified by Agent, provide sufficient funds, in such amount and manner as Agent shall in good faith determine, for the prompt, full and faithful performance of such Obligation by Agent or such other Person as Agent shall designate. (d) If the Borrowers or Guarantor fail to pay or perform any Obligation as described in the immediately preceding subsections (a), (b), or (c) Guarantor will incur the additional obligation to pay to Agent, and Guarantor will forthwith upon demand by Agent pay to Agent, the amount of any and all expenses, including fees and disbursements of Agent's counsel and of any experts or agents retained by such Agent, which such Agent may incur as a result of such failure. (e) It is the intention of the Guarantor and Creditors that this Guaranty not constitute a fraudulent transfer or fraudulent conveyance under any state or federal law that may be applied hereto. Guarantor and, by its acceptance hereof, each Creditor, hereby acknowledge and agree that, notwithstanding any other provision of this Guaranty, the indebtedness guaranteed hereby shall be limited to the maximum amount of indebtedness that can be incurred or guaranteed by Guarantor without rendering this Guaranty subject to avoidance under Section 2 shall limit 548 of the United States Bankruptcy Code or otherwise restrict in any manner the rights, powers and privileges comparable provisions of any Agent against the Guarantor under any other Loan Document to which the Guarantor is a partyapplicable state or federal law.

Guaranty. (a) The Guarantor hereby (i) irrevocablyabsolutely, absolutely unconditionally and unconditionally irrevocably guarantees to the Bank, and its successors, endorsees, transferees and assigns, the full and prompt payment by the Borrower, as and when due and payable (whether by scheduled at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise), ) and performance of all Obligations from time to time owing in respect indebtedness, liabilities and other obligations of the Financing Agreement Borrower to the Bank, whether created under, arising out of or in connection with the Credit Agreement, the Note or any of the other Loan DocumentDocuments, whether for principal, interest (including, without limitationincluding all unpaid principal of the Advances, all interest that accrues after accrued thereon, all fees due under the commencement of any Insolvency Proceeding with respect to the Borrower, whether or not a claim for post-filing interest is allowed in such proceeding), fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to the Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the U.S. Bankruptcy Code), and the due performance and observance by the Borrower of its other obligations now or hereafter existing in respect of the Loan Documents (the “Guaranteed Obligations”), and (ii) agrees to pay any Credit Agreement and all expenses (including reasonable counsel fees and expenses) incurred by the Agents and the Lenders in enforcing any rights under this Guaranty. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all other amounts that constitute part of the Guaranteed Obligations and would be owed payable by the Borrower to the Agents and the Lenders under any Loan Document but for the fact that they are unenforceable Bank thereunder or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Credit Party. (b) Notwithstanding anything contained in this Guaranty, except as provided in clause (ii) of this Section 2(b) and Section 2(c), (x) the Guarantor shall not have any liability under this Guaranty for the payment or performance of the Guaranteed Obligations, (y) the Guarantor shall not have any obligation to expend its own funds in the performance of any provision of any Loan Document, and (z) no Agent nor any Lender shall obtain any deficiency judgment against the Guarantor with respect to any of the foregoingconnection therewith; provided, however, that: (i) nothing contained that Guarantor’s maximum liability hereunder shall be limited to $25,000,000. The terms “indebtedness”, “liabilities” and “obligations” are used herein in their most comprehensive sense and include any and all debts, obligations and liabilities, now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall limit be an allowed or otherwise restrict (A) any Agent’s disallowed claim under the United States Bankruptcy Code or any Lender’s rights other applicable law. The foregoing indebtedness, liabilities and remedies against any of the Collateral under any other Loan Document, either at law or equity, including, without limitation, any rights or remedies with respect to the Equity Interests of the Borrower owned by the Guarantor, (B) the Agent or any Lender from bringing any action, suit or proceeding for specific performance against the Guarantor to perform any obligation imposed on the Guarantor hereunder, (C) recourse to or liability of the Guarantor for any fraud committed by the Guarantor or material misrepresentation by the Guarantor in any Loan Document to which the Guarantor is a party, or (D) the obligations of the Guarantor under any Loan Document which Borrower, and all other indebtedness, liabilities and obligations are either directly in favor of any Agent or any Lender or have been assigned to any Agent or any Lender, each of which may be enforced by and for the benefit of the Agents and Lenders, and (ii) the Guarantor shall have (A) full liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any act (or omission to act) constituting fraud or willful misconduct on the part of the Guarantor that impairs the Agents’ and the Lenders’ ability to be repaid under the Loan Documents occurs, paid or (y) the performed by Guarantor authorizes, approves, participates in or assists the Borrower or the Originator in commencing a voluntary or involuntary case under the Bankruptcy Code or any other Insolvency Proceeding, and (B) liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any Collections are not promptly deposited directly into the Collection Account (other than Collections (i) delivered to the Servicer pursuant to the Servicing Agreement or (ii) inadvertently deposited into an account of the Originator or any Affiliate and promptly removed from such account and deposited into the Collection Account); provided, that in the case of this clause (B)(x), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the Collections not promptly deposited directly into the Collection Account or (y) the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or Contingent Collateral Value Policy this Guaranty, shall refer any claim hereinafter be collectively referred to the Collateral Value Insurer or Contingent Collateral Value Insurer knowing the same to be fraudulent and at the time, the Borrower is not owned by a Lender or its Affiliates; provided, that in the case of this clause (B)(y), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such fraudulent claim and shall only arise if the action involved was taken by the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or the Contingent Collateral Value Policy or (z) the applicable Premium Finance Borrower, the Originator or the Borrower ceases to be the legal owner of a Covered Policy (as defined in the Collateral Value Policy or Contingent Collateral Value Policy) and the Guarantor and/or an employee of Imperial and/or its Subsidiaries (collectively, the “Guarantor Responsible PartiesGuaranteed Obligations.”), directly or indirectly, caused, or assisted another Person in, the transfer of legal title of such Covered Policy from the applicable Premium Finance Borrower, the Originator or the Borrower to another Person other than the Collateral Value Insurer or the Contingent Collateral Value Insurer (or a designee of the Collateral Value Insurer or the Contingent Collateral Value Insurer); provided, that in the case of this clause (B)(z), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such Covered Policy; provided further, and for greater clarity, in the case of this clause (B)(z), any transfer or change in legal ownership caused solely by a Person other than a Guarantor Responsible Party that is permitted by the Transaction Documents shall not result in liability or responsibility hereunder for the Guarantor. (c) Nothing in subsection (b) of this Section 2 shall limit or otherwise restrict in any manner the rights, powers and privileges of any Agent against the Guarantor under any other Loan Document to which the Guarantor is a party.

Guaranty. (a) The Guarantor hereby (i) irrevocablyunconditionally and irrevocably guarantees to the Agent, absolutely and unconditionally guarantees on behalf of the Lenders, the prompt payment by the Borrower, as and when due and payable (whether by scheduled maturity, required prepayment, acceleration, demand acceleration or otherwise), ) and performance of (a) the Obligations and all Obligations from time to time owing interest and other sums in respect thereof, and (b) all other liabilities, obligations and indebtedness, direct or indirect, matured or unmatured, primary or secondary, absolute or contingent, due or to become due, secured or unsecured of the Financing Agreement Borrower to the Lenders, now or any other Loan Document, whether for principal, interest hereafter owing or incurred (including, including without limitation, all interest that accrues after reasonable costs and expenses incurred by the commencement Lenders in attempting to collect or enforce any of any Insolvency Proceeding with respect the foregoing) relating to the BorrowerLoan Documents, whether or not a claim for post-filing interest is allowed accrued in such proceeding), fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent each case to the commencement date of any Insolvency Proceeding with respect payment hereunder, including without limitation the performance of all agreements, covenants and conditions of the Borrower set forth in the Loan Agreement and all other Loan Documents. The responsibilities and obligations of the Borrower to the Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the U.S. Bankruptcy Code), and the due performance and observance by the Borrower of its other obligations now or hereafter existing in respect of the Loan Documents (Lenders described above are hereinafter referred to collectively as the “Guaranteed Obligations”).” This Guaranty is an absolute, unconditional and (ii) agrees to pay any continuing guaranty of the full and all expenses (including reasonable counsel fees punctual payment and expenses) incurred performance by the Agents and the Lenders in enforcing any rights under this Guaranty. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part Borrower of the Guaranteed Obligations and would be owed by the Borrower to the Agents and the Lenders under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Credit Party. (b) Notwithstanding anything contained in this Guaranty, except as provided in clause (ii) of this Section 2(b) and Section 2(c), (x) the Guarantor shall not have any liability under this Guaranty for the payment or performance collectability of the Guaranteed Obligations, (y) and is in no way conditioned upon any requirement that the Guarantor shall not have any obligation Lenders first attempt to expend its own funds in the performance of any provision of any Loan Document, and (z) no Agent nor any Lender shall obtain any deficiency judgment against the Guarantor with respect to collect any of the foregoing; provided, however, that: (i) nothing contained herein shall limit Guaranteed Obligations from the Borrower or otherwise restrict (A) resort to any Agent’s security or any Lender’s rights and remedies against other means of obtaining payment of any of the Collateral under Guaranteed Obligations which the Lenders now have or may acquire after the date hereof, or upon any other Loan Document, either at law or equity, including, without limitation, contingency whatsoever. Upon any rights or remedies with respect to default by the Equity Interests Borrower in the full and punctual payment and performance of the Borrower owned by Guaranteed Obligations (after the Guarantorpassage of any applicable grace period), (B) the Agent or any Lender from bringing any action, suit or proceeding for specific performance against the Guarantor to perform any obligation imposed on the Guarantor hereunder, (C) recourse to or liability of the Guarantor for any fraud committed by the Guarantor or material misrepresentation by the Guarantor in any Loan Document to which the Guarantor is a party, or (D) the liabilities and obligations of the Guarantor under any Loan Document which obligations are either directly in favor hereunder shall, at the option of the Lenders, become forthwith due and payable to the Lenders without demand or notice of any Agent or any Lender or have been assigned to any Agent or any Lendernature, each all of which may be enforced by and for the benefit of the Agents and Lenders, and (ii) the Guarantor shall have (A) full liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any act (or omission to act) constituting fraud or willful misconduct on the part of the Guarantor that impairs the Agents’ and the Lenders’ ability to be repaid under the Loan Documents occurs, or (y) the Guarantor authorizes, approves, participates in or assists the Borrower or the Originator in commencing a voluntary or involuntary case under the Bankruptcy Code or any other Insolvency Proceeding, and (B) liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any Collections are not promptly deposited directly into the Collection Account (other than Collections (i) delivered to the Servicer pursuant to the Servicing Agreement or (ii) inadvertently deposited into an account of the Originator or any Affiliate and promptly removed from such account and deposited into the Collection Account); provided, that in the case of this clause (B)(x), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the Collections not promptly deposited directly into the Collection Account or (y) the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed expressly waived by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or Contingent Collateral Value Policy shall refer any claim to the Collateral Value Insurer or Contingent Collateral Value Insurer knowing the same to be fraudulent and at the time, the Borrower is not owned by a Lender or its Affiliates; provided, that in the case of this clause (B)(y), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such fraudulent claim and shall only arise if the action involved was taken Guarantor. Payments by the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed hereunder may be required by the Borrower to perform Lenders on any duties on behalf number of the Borrower in connection with the Collateral Value Policy or the Contingent Collateral Value Policy or (z) the applicable Premium Finance Borrower, the Originator or the Borrower ceases to be the legal owner of a Covered Policy (as defined in the Collateral Value Policy or Contingent Collateral Value Policy) and the Guarantor and/or an employee of Imperial and/or its Subsidiaries (collectively, the “Guarantor Responsible Parties”), directly or indirectly, caused, or assisted another Person in, the transfer of legal title of such Covered Policy from the applicable Premium Finance Borrower, the Originator or the Borrower to another Person other than the Collateral Value Insurer or the Contingent Collateral Value Insurer (or a designee of the Collateral Value Insurer or the Contingent Collateral Value Insurer); provided, that in the case of this clause (B)(z), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such Covered Policy; provided further, and for greater clarity, in the case of this clause (B)(z), any transfer or change in legal ownership caused solely by a Person other than a Guarantor Responsible Party that is permitted by the Transaction Documents shall not result in liability or responsibility hereunder for the Guarantoroccasions. (c) Nothing in subsection (b) of this Section 2 shall limit or otherwise restrict in any manner the rights, powers and privileges of any Agent against the Guarantor under any other Loan Document to which the Guarantor is a party.

Guaranty. (a) The Guarantor To induce the Company to enter into this Agreement, Sumitomo, intending to be legally bound, hereby (i) irrevocablyabsolutely, absolutely irrevocably and unconditionally guarantees guarantees, as primary obligor and not merely as surety, to the prompt Company the due and punctual payment by the Borrowerof all amounts payable from Parent or Merger Sub under this Agreement, in each case as and when due and payable (whether by scheduled maturitycollectively, required prepayment, acceleration, demand or otherwise), of all Obligations from time to time owing in respect of the Financing Agreement or any other Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding with respect to the Borrower, whether or not a claim for post-filing interest is allowed in such proceeding), fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to the Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the U.S. Bankruptcy Code), and the due performance and observance by the Borrower of its other obligations now or hereafter existing in respect of the Loan Documents (the “Guaranteed Obligations”), whether now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, and (ii) agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents and the Lenders in enforcing any rights however arising under this GuarantyAgreement. Without limiting This guarantee may not be revoked or terminated and will remain in full force and effect without interruption and will be binding on Sumitomo and its successors and assigns until the generality Guaranteed Obligations have been satisfied in full. (b) Sumitomo promises and undertakes to make all payments hereunder without deduction or offset for any defense, claim, or counterclaim of Sumitomo of any kind. (c) The guarantee set forth in Section 9.13(a) (the “Guarantee”) is an absolute, unconditional, and continuing guarantee of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part full and punctual payment by Parent and Merger Sub of the Guaranteed Obligations and would be owed by not of collection and is binding upon Sumitomo and its successors and assigns, and Sumitomo irrevocably waives any right to revoke the Borrower to the Agents and the Lenders under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Credit Party. (b) Notwithstanding anything contained guarantee set forth in this Guaranty, except Section 9.13 as provided to future transactions giving rise to any Guaranteed Obligations. Should Parent or Merger Sub default in clause (ii) of this Section 2(b) and Section 2(c), (x) the Guarantor shall not have any liability under this Guaranty for the payment or performance of any of the Guaranteed Obligations, Sumitomo’s obligations hereunder will become immediately due and payable in immediately available funds to the Company or, to the extent such obligations become due and payable after the Effective Time, to the former holders of Certificates, Book-Entry Shares, Company Share Awards, or to the Indemnified Persons. Claims hereunder may be made on one or more occasions. (yd) Sumitomo agrees that the Guaranteed Obligations will not be released or discharged, in whole or in part, or otherwise affected or impaired by (i) the Guarantor shall failure or delay on the part of the Company to assert any claim or demand or to enforce any right or remedy against Parent or Merger Sub, except to the extent Parent or Merger Sub successfully asserts rights as a result of such failure or delay that are not the subject to subclause (iv) of this Section 9.13(d); (ii) any renewal, extension, acceleration or other change in the time, place or manner of payment of the Guaranteed Obligations or rescission, waiver, compromise, consolidation, subordination or other waiver, amendment or modification of any of the terms or provisions of this Agreement made in accordance with the terms of this Agreement; (iii) any change in the corporate existence, structure or ownership of Parent or Merger Sub; (iv) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent or Merger Sub or their assets; (v) any request or acceptance of other guaranties of the Guaranteed Obligations or the taking or holding of security for the payment of the Guaranteed Obligations; (vi) the enforcement or application of any security now or hereafter held in respect of the Guaranteed Obligations; (vii) the exercise of other rights or remedies available to the Company or the other beneficiaries, or any of them, under this Agreement, at law or in equity, except to the extent Parent or Merger Sub successfully asserts rights as a result of such exercise that are not the subject to subclause (iv) of this Section 9.13(d); and (viii) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of Sumitomo as an obligor in respect of the Guaranteed Obligations (in all cases other than payment in full of the Guaranteed Obligations, any insolvency, bankruptcy, reorganization or other similar proceeding affecting Sumitomo or its assets, and defenses to the payment of the Guaranteed Obligations that are available to Parent or Merger Sub under this Agreement that are not the subject to subclause (iv) of this Section 9.13(d)). Sumitomo waives promptness, diligence, notice of the acceptance of the Guarantee and of the Guaranteed Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the Guaranteed Obligations incurred and all other notices of any kind, all defenses which may be available by virtue of any valuation, stay, statute of limitations, moratorium Law or other similar Law now or hereafter in effect, any right to require the marshalling of assets of Parent or Merger Sub or any other Person interested in the Transactions, any right to require the Company to proceed against Parent or Merger Sub or any other Person, any right to require the Company to proceed against or exhaust any security or pursue any other remedy, any defense arising by reason of the incapacity, lack of authority or any disability or other defense of Parent or Merger Sub and all suretyship defenses generally (in all cases other than fraud by the Company, payment in full of the Guaranteed Obligations, any principles or provisions of law, statutory or otherwise, that are or might be in conflict with the terms of the guarantee set forth in this Section 9.13, any legal or equitable discharge of Sumitomo’s obligations hereunder and defenses to the payment of the Guaranteed Obligations that are available to Parent or Merger Sub under this Agreement). Sumitomo acknowledges that it has received and will receive substantial direct and indirect benefits from the Transactions and that the waivers set forth in this Section 9.13 are knowingly made in contemplation of such benefits. (e) No failure on the part of the Company to exercise, and no delay in exercising, any right, remedy or power pursuant to this Section 9.13 will operate as a waiver thereof, nor will any single or partial exercise by the Company of any right, remedy or power pursuant to this Section 9.13 preclude any other or future exercise of any right, remedy or power pursuant to this Section 9.13. Each and every right, remedy and power granted to the Company pursuant to this Section 9.13 or allowed it by Law or agreement with respect to this Section 9.13 will be cumulative and not exclusive of any other, and may be exercised by the Company at any time or from time to time. The Company will not have any obligation to expend its own funds proceed at any time or in any manner against, exhaust any or all of the performance Company’s rights against Parent or Merger Sub prior to proceeding against Sumitomo hereunder or resort to any security or other means of any provision of any Loan Documentcollecting payment. This Guarantee may only be amended by a writing signed and delivered by Sumitomo and the Company. Sumitomo agrees that Section 9.02, Section 9.08 and (z) no Agent nor any Lender shall obtain any deficiency judgment against the Guarantor Section 9.10 apply to Sumitomo solely with respect to any of this Section 9.13. (f) Sumitomo hereby represents and warrants to the foregoing; provided, however, Company and covenants that: : (i) nothing contained herein shall limit or otherwise restrict (A) any Agent’s or any Lender’s rights the execution, delivery and remedies against any performance of the Collateral under any other Loan Document, either at law or equity, including, without limitation, any rights or remedies with respect to the Equity Interests of the Borrower owned this Agreement has been duly authorized by the Guarantor, (B) the Agent or any Lender from bringing any all necessary action, suit or proceeding for specific performance against the Guarantor to perform any obligation imposed on the Guarantor hereunder, (C) recourse to or liability of the Guarantor for any fraud committed by the Guarantor or material misrepresentation by the Guarantor in any Loan Document to which the Guarantor is a party, or (D) the obligations of the Guarantor under any Loan Document which obligations are either directly in favor of any Agent or any Lender or have been assigned to any Agent or any Lender, each of which may be enforced by and for the benefit of the Agents and Lenders, and (ii) the Guarantor shall have (A) full liability and responsibility for the Guaranteed Obligations and no other obligations hereunder if (x) any act (or omission to act) constituting fraud or willful misconduct proceedings on the part of Sumitomo or its stockholders are necessary to authorize this Agreement, and do not contravene any provision of Sumitomo’s organizational documents or any Law or contractual restriction binding on Sumitomo or its assets; (ii) this Agreement constitutes a legal, valid and binding obligation of Sumitomo enforceable against Sumitomo in accordance with its terms, subject to the Guarantor effect of any applicable bankruptcy, insolvency (including all Laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in an Action at law or in equity), and (iii) Sumitomo will not issue any press release or other communication in contravention of Section 6.07. (g) In the event that impairs all or any portion of the Agents’ and Guaranteed Obligations is paid by Parent or Merger Sub, the Lenders’ ability to obligations of Sumitomo hereunder will be repaid under reinstated in the Loan Documents occurs, event that all or (yany part of such payment(s) is rescinded or recovered directly or indirectly from the Guarantor authorizes, approves, participates in or assists the Borrower or the Originator in commencing a voluntary or involuntary case under the Bankruptcy Code Company or any other Insolvency Proceedingbeneficiary as a preference, fraudulent transfer or otherwise, and (B) liability and responsibility for the any such payments that are so rescinded or recovered shall constitute Guaranteed Obligations and other obligations hereunder if (x) any Collections are not promptly deposited directly into the Collection Account (other than Collections (i) delivered to the Servicer pursuant to the Servicing Agreement or (ii) inadvertently deposited into an account of the Originator or any Affiliate and promptly removed from such account and deposited into the Collection Account); provided, that in the case of this clause (B)(x), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the Collections not promptly deposited directly into the Collection Account or (y) the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or Contingent Collateral Value Policy shall refer any claim to the Collateral Value Insurer or Contingent Collateral Value Insurer knowing the same to be fraudulent and at the time, the Borrower is not owned by a Lender or its Affiliates; provided, that in the case of this clause (B)(y), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such fraudulent claim and shall only arise if the action involved was taken by the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or the Contingent Collateral Value Policy or (z) the applicable Premium Finance Borrower, the Originator or the Borrower ceases to be the legal owner of a Covered Policy (as defined in the Collateral Value Policy or Contingent Collateral Value Policy) and the Guarantor and/or an employee of Imperial and/or its Subsidiaries (collectively, the “Guarantor Responsible Parties”), directly or indirectly, caused, or assisted another Person in, the transfer of legal title of such Covered Policy from the applicable Premium Finance Borrower, the Originator or the Borrower to another Person other than the Collateral Value Insurer or the Contingent Collateral Value Insurer (or a designee of the Collateral Value Insurer or the Contingent Collateral Value Insurer); provided, that in the case of this clause (B)(z), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such Covered Policy; provided further, and for greater clarity, in the case of this clause (B)(z), any transfer or change in legal ownership caused solely by a Person other than a Guarantor Responsible Party that is permitted by the Transaction Documents shall not result in liability or responsibility hereunder for the GuarantorObligations. (ch) Nothing in subsection (b) of this Section 2 shall limit 9.13 will waive any defenses, counterclaims, or otherwise restrict in any manner the rights, powers and privileges rights of any Agent against the Guarantor setoff that Parent or Merger Sub may have under any other Loan Document to which the Guarantor is a partythis Agreement or applicable Law.

Guaranty. (a) The Guarantor hereby (i) irrevocablyunconditionally and irrevocably guarantees to the Guaranteed Parties, absolutely and unconditionally guarantees their respective successors, endorsees, transferees and assigns, the full and prompt payment by the Borrower, as and when due and payable (whether by scheduled at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise), of all Obligations from time to time owing in respect ) and performance of the Financing Agreement indebtedness, liabilities and other obligations of the Company to the Guaranteed Parties under or any in connection with the Credit Agreement, the Notes and the other Loan DocumentDocuments, including all unpaid principal of the Loans, all interest accrued thereon, all fees due under the Credit Agreement and all other amounts payable by the Company to the Guaranteed Parties thereunder or in connection therewith. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include any and all advances, debts, obligations and liabilities, now existing or hereafter arising, whether for principalvoluntary or involuntary and whether due or not due, interest (includingabsolute or contingent, without limitationliquidated or unliquidated, all determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any Debtor Relief Law, and including interest that accrues after the commencement by or against the Company or any Affiliate thereof of any Insolvency Proceeding with respect to proceeding under any Debtor Relief Laws naming such Person as the Borrower, whether or not a claim for post-filing interest is allowed debtor in such proceeding. The foregoing indebtedness, liabilities and other obligations of the Company, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantor in connection with this Guaranty (including any and all amounts due under Section 10.04 of the Credit Agreement), fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent shall hereinafter be collectively referred to the commencement of any Insolvency Proceeding with respect to the Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the U.S. Bankruptcy Code), and the due performance and observance by the Borrower of its other obligations now or hereafter existing in respect of the Loan Documents (as the “Guaranteed Obligations.”), and (ii) agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents and the Lenders in enforcing any rights under this Guaranty. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Agents and the Lenders under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Credit Party. (b) Notwithstanding anything contained in this Guaranty, except as provided in clause (ii) of this Section 2(b) and Section 2(c), (x) the Guarantor shall not have any liability under this Guaranty for the payment or performance of the Guaranteed Obligations, (y) the Guarantor shall not have any obligation to expend its own funds in the performance of any provision of any Loan Document, and (z) no Agent nor any Lender shall obtain any deficiency judgment against the Guarantor with respect to any of the foregoing; provided, however, that: (i) nothing contained herein shall limit or otherwise restrict (A) any Agent’s or any Lender’s rights and remedies against any of the Collateral under any other Loan Document, either at law or equity, including, without limitation, any rights or remedies with respect to the Equity Interests of the Borrower owned by the Guarantor, (B) the Agent or any Lender from bringing any action, suit or proceeding for specific performance against the Guarantor to perform any obligation imposed on the Guarantor hereunder, (C) recourse to or liability of the Guarantor for any fraud committed by the Guarantor or material misrepresentation by the Guarantor in any Loan Document to which the Guarantor is a party, or (D) the obligations of the Guarantor under any Loan Document which obligations are either directly in favor of any Agent or any Lender or have been assigned to any Agent or any Lender, each of which may be enforced by and for the benefit of the Agents and Lenders, and (ii) the Guarantor shall have (A) full liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any act (or omission to act) constituting fraud or willful misconduct on the part of the Guarantor that impairs the Agents’ and the Lenders’ ability to be repaid under the Loan Documents occurs, or (y) the Guarantor authorizes, approves, participates in or assists the Borrower or the Originator in commencing a voluntary or involuntary case under the Bankruptcy Code or any other Insolvency Proceeding, and (B) liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any Collections are not promptly deposited directly into the Collection Account (other than Collections (i) delivered to the Servicer pursuant to the Servicing Agreement or (ii) inadvertently deposited into an account of the Originator or any Affiliate and promptly removed from such account and deposited into the Collection Account); provided, that in the case of this clause (B)(x), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the Collections not promptly deposited directly into the Collection Account or (y) the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or Contingent Collateral Value Policy shall refer any claim to the Collateral Value Insurer or Contingent Collateral Value Insurer knowing the same to be fraudulent and at the time, the Borrower is not owned by a Lender or its Affiliates; provided, that in the case of this clause (B)(y), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such fraudulent claim and shall only arise if the action involved was taken by the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or the Contingent Collateral Value Policy or (z) the applicable Premium Finance Borrower, the Originator or the Borrower ceases to be the legal owner of a Covered Policy (as defined in the Collateral Value Policy or Contingent Collateral Value Policy) and the Guarantor and/or an employee of Imperial and/or its Subsidiaries (collectively, the “Guarantor Responsible Parties”), directly or indirectly, caused, or assisted another Person in, the transfer of legal title of such Covered Policy from the applicable Premium Finance Borrower, the Originator or the Borrower to another Person other than the Collateral Value Insurer or the Contingent Collateral Value Insurer (or a designee of the Collateral Value Insurer or the Contingent Collateral Value Insurer); provided, that in the case of this clause (B)(z), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such Covered Policy; provided further, and for greater clarity, in the case of this clause (B)(z), any transfer or change in legal ownership caused solely by a Person other than a Guarantor Responsible Party that is permitted by the Transaction Documents shall not result in liability or responsibility hereunder for the Guarantor. (c) Nothing in subsection (b) of this Section 2 shall limit or otherwise restrict in any manner the rights, powers and privileges of any Agent against the Guarantor under any other Loan Document to which the Guarantor is a party.

Guaranty. In order to induce the Administrative Agent, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder, and to induce the other Guaranteed Creditors to enter into Interest Rate Protection Agreements and Other Hedging Agreements and in recognition of the direct benefits to be received by Holdings and the Borrowers from the proceeds of the Loans and the entering into of such Interest Rate Protection Agreements and Other Hedging Agreements, Holdings and the Borrowers hereby agree with the Guaranteed Creditors as follows (athe “Holdings and Borrowers Guaranty”): Holdings and each Borrower hereby unconditionally and irrevocably (until the termination of this Agreement or the repayment in full in cash of the Obligations ( other than contingent obligations not yet due and owing) The Guarantor hereby guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of (i) irrevocablyin the case of Holdings, absolutely any and unconditionally guarantees all of the prompt payment by Guaranteed Obligations of the Borrowers to the Guaranteed Creditors, (ii) in the case of the Term Borrower, any and all Guaranteed Obligations of the Revolving Borrower to the Guaranteed Creditors and (iii) in the case of the Revolving Borrower, any and all of the Guaranteed Obligations of the Term Borrower to the Guaranteed Creditors (each of Holdings, the Term Borrower and the Revolving Borrower, in their respective capacities as a Guarantor under this Section 15, the “Applicable Guarantor” and when the reference to the Guaranteed Obligations under this Section 15 shall refer, (i) in the case of Holdings, to the Obligations of the Borrowers, (ii) in the case of the Term Borrower, to the Obligations of the Revolving Borrower and (iii) in the case of the Revolving Borrower, to the Obligations of the Term Borrower). If any or all of the Guaranteed Obligations of the Borrowers to the Guaranteed Creditors becomes due and payable (whether by scheduled maturityhereunder, required prepaymentthe Applicable Guarantor, accelerationunconditionally and irrevocably, demand or otherwise), of all Obligations from time promises to time owing in respect of the Financing Agreement or any other Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding with respect pay such indebtedness to the BorrowerAdministrative Agent and/or the other Guaranteed Creditors, whether or not a claim for post-filing interest is allowed in such proceeding)order, feeson demand, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding together with respect to the Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the U.S. Bankruptcy Code), and the due performance and observance by the Borrower of its other obligations now or hereafter existing in respect of the Loan Documents (the “Guaranteed Obligations”), and (ii) agrees to pay any and all reasonable expenses (including reasonable counsel fees and expenses) which may be incurred by the Agents Administrative Agent and the Lenders other Guaranteed Creditors in enforcing collecting any rights under this Guaranty. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all Guaranteed Obligations. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts that constitute part received in payment or on account of any of the Guaranteed Obligations and would be owed by the Borrower to the Agents and the Lenders under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Credit Party. (b) Notwithstanding anything contained in this Guaranty, except as provided in clause (ii) of this Section 2(b) and Section 2(c), (x) the Guarantor shall not have any liability under this Guaranty for the payment or performance of the Guaranteed Obligations, (y) the Guarantor shall not have any obligation to expend its own funds in the performance of any provision of any Loan Document, and (z) no Agent nor any Lender shall obtain any deficiency judgment against the Guarantor with respect to any of the foregoing; provided, however, that: aforesaid payees repays all or part of said amount by reason of (i) nothing contained herein shall limit any judgment, decree or otherwise restrict (A) order of any Agent’s court or administrative body having jurisdiction over such payee or any Lender’s rights and remedies against any of the Collateral under any other Loan Document, either at law or equity, including, without limitation, any rights or remedies with respect to the Equity Interests of the Borrower owned by the Guarantor, (B) the Agent or any Lender from bringing any action, suit or proceeding for specific performance against the Guarantor to perform any obligation imposed on the Guarantor hereunder, (C) recourse to or liability of the Guarantor for any fraud committed by the Guarantor or material misrepresentation by the Guarantor in any Loan Document to which the Guarantor is a party, or (D) the obligations of the Guarantor under any Loan Document which obligations are either directly in favor of any Agent or any Lender or have been assigned to any Agent or any Lender, each of which may be enforced by and for the benefit of the Agents and Lenders, and (ii) the Guarantor shall have (A) full liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any act (or omission to act) constituting fraud or willful misconduct on the part of the Guarantor that impairs the Agents’ and the Lenders’ ability to be repaid under the Loan Documents occurs, or (y) the Guarantor authorizes, approves, participates in or assists the Borrower or the Originator in commencing a voluntary or involuntary case under the Bankruptcy Code or any other Insolvency Proceeding, and (B) liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any Collections are not promptly deposited directly into the Collection Account (other than Collections (i) delivered to the Servicer pursuant to the Servicing Agreement its property or (ii) inadvertently deposited into an account any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrowers), then and in such event the Applicable Guarantor agree that any such judgment, decree, order, settlement or compromise shall be binding upon the Applicable Guarantor, notwithstanding any revocation of this Holdings and Borrowers Guaranty or other instrument evidencing any liability of the Originator or any Affiliate Borrowers, and promptly removed from such account and deposited into the Collection Account); provided, that in the case of this clause (B)(x), such liability and responsibility of the Applicable Guarantor shall not exceed the aggregate amount of the Collections not promptly deposited directly into the Collection Account or (y) the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or Contingent Collateral Value Policy shall refer any claim be and remain liable to the Collateral Value Insurer or Contingent Collateral Value Insurer knowing the same to be fraudulent and at the time, the Borrower is not owned by a Lender or its Affiliates; provided, that in the case of this clause (B)(y), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such fraudulent claim and shall only arise if the action involved was taken by the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or the Contingent Collateral Value Policy or (z) the applicable Premium Finance Borrower, the Originator or the Borrower ceases to be the legal owner of a Covered Policy (as defined in the Collateral Value Policy or Contingent Collateral Value Policy) and the Guarantor and/or an employee of Imperial and/or its Subsidiaries (collectively, the “Guarantor Responsible Parties”), directly or indirectly, caused, or assisted another Person in, the transfer of legal title of such Covered Policy from the applicable Premium Finance Borrower, the Originator or the Borrower to another Person other than the Collateral Value Insurer or the Contingent Collateral Value Insurer (or a designee of the Collateral Value Insurer or the Contingent Collateral Value Insurer); provided, that in the case of this clause (B)(z), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such Covered Policy; provided further, and for greater clarity, in the case of this clause (B)(z), any transfer or change in legal ownership caused solely by a Person other than a Guarantor Responsible Party that is permitted by the Transaction Documents shall not result in liability or responsibility aforesaid payees hereunder for the Guarantoramount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee. (c) Nothing in subsection (b) of this Section 2 shall limit or otherwise restrict in any manner the rights, powers and privileges of any Agent against the Guarantor under any other Loan Document to which the Guarantor is a party.

Guaranty. Guarantor, upon the occurrence of a Springing Recourse Event, hereby absolutely, irrevocably and unconditionally guaranties the due and punctual payment and performance when due, whether at stated maturity, by acceleration or otherwise, of all of the following (collectively referred to as the “Guarantied Obligations”): (a) The Guarantor hereby (i) irrevocably, absolutely all indebtedness and unconditionally guarantees the prompt payment obligations owing by the BorrowerBorrower to any Lender, as the Swingline Lender, the Issuing Lender or the Agent under or in connection with the Credit Agreement and when due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), of all Obligations from time to time owing in respect of the Financing Agreement or any other Loan Document, whether for principal, interest (including, including without limitation, the repayment of all interest that accrues after the commencement of any Insolvency Proceeding with respect to the Borrower, whether or not a claim for post-filing interest is allowed in such proceeding), fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to the Borrower (notwithstanding the operation principal of the automatic stay under Section 362(a) of Revolving Loans, Term Loans, Swingline Loans and the U.S. Bankruptcy Code)Reimbursement Obligations, and the due performance payment of all interest, Fees, charges, attorneys’ fees and observance by other amounts payable to any Lender or the Borrower of its other obligations now Agent thereunder or hereafter existing in respect of the Loan Documents connection therewith; (the “Guaranteed Obligations”), and (iib) agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents and the Lenders in enforcing any rights under this Guaranty. Without limiting the generality of the foregoingextensions, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Agents and the Lenders under any Loan Document but for the fact that they are unenforceable renewals, modifications, amendments or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Credit Party. (b) Notwithstanding anything contained in this Guaranty, except as provided in clause (ii) of this Section 2(b) and Section 2(c), (x) the Guarantor shall not have any liability under this Guaranty for the payment or performance of the Guaranteed Obligations, (y) the Guarantor shall not have any obligation to expend its own funds in the performance of any provision of any Loan Document, and (z) no Agent nor any Lender shall obtain any deficiency judgment against the Guarantor with respect to any substitutions of the foregoing; provided, however, that: (ic) nothing contained herein shall limit or otherwise restrict (A) any Agent’s or any Lender’s rights and remedies against any of the Collateral under any other Loan Document, either at law or equityall expenses, including, without limitation, reasonable attorneys’ fees and disbursements, that are incurred by the Lenders and the Agent in the enforcement of any rights or remedies with respect to the Equity Interests of the Borrower owned by foregoing or any obligation of Guarantor hereunder; and (d) all other Obligations. For the Guarantorpurposes of this Guaranty, the occurrence of any of the events described in (B1)-(3) below shall be a “Springing Recourse Event”: (A) Guarantor fails to perform or comply with any of the following terms (each, a “Guarantor Covenant Breach”): (i) the Agent Guarantor shall not, directly or indirectly, enter into or conduct any Lender from bringing any actionbusiness other than in connection with the ownership, suit acquisition and disposition of general or proceeding for specific performance against limited partnership interests in the Guarantor to perform any obligation imposed on Borrower and the Guarantor hereunder, (C) recourse to or liability management of the Guarantor for any fraud committed by the Guarantor or material misrepresentation by the Guarantor in any Loan Document to which the Guarantor is a party, or (D) the obligations business of the Guarantor under any Loan Document which obligations Borrower, and such activities as are either directly in favor of any Agent or any Lender or have been assigned to any Agent or any Lenderincidental thereto, each all of which may shall be enforced by and for the benefit solely in furtherance of the Agents and Lenders, andbusiness of the Borrower; (ii) the Guarantor shall have not own any assets other than (A) full equity interests (or rights, options or warrants in respect thereof) of the Borrower, (B) up to a one percent (1%) equity interest in any partnership or limited liability company at least ninety-nine percent (99%) of the equity of which is owned, directly or indirectly, by the Borrower; (C) money that has been distributed to Guarantor by Borrower or a Subsidiary of Borrower described in clause (ii)(B) above in accordance with Section 10.2. of the Credit Agreement that is held for ten (10) Business Days or less pending further distribution to equity holders of the Guarantor, (D) assets received by the Guarantor from third parties (including, without limitation, the proceeds from any Equity Issuance), that are held for ten (10) Business Days or less pending further contribution to Borrower, (E) such bank accounts or similar instruments (subject to the other terms hereof) as it deems necessary to carry out its responsibilities under the limited partnership agreement of the Borrower, and responsibility (F) other tangible and intangible assets that, taken as a whole, are de minimis in relation to the net assets of Borrower and its Subsidiaries (but which in no event shall include any real estate, cash, cash equivalents or other liquid assets in excess of $500,000 in the aggregate (except as permitted in clauses (ii)(C) and (D) above) or equity interests (other than equity interests permitted in clauses (ii)(A) and (B) above); (iii) the Guarantor shall promptly contribute or otherwise downstream to the Borrower any net assets received by the Guarantor from third parties (including, without limitation, the proceeds from any Equity Issuance), subject to the terms of clause (ii)(D) above; (iv) the Guarantor shall not merge or consolidate (except as permitted in the Credit Agreement), or dissolve, liquidate or otherwise wind up its business, affairs or assets; (v) the Guarantor shall not guarantee, or otherwise be or become obligated in respect of, any Indebtedness (which for the Guaranteed Obligations purposes hereof shall include any obligations under any Derivatives Contract but shall exclude (A) guarantees of obligations under any Derivatives Contracts in favor of Associated Bank National Association and other obligations hereunder if any lender under the Existing Term Loan Agreement or Existing Credit Agreement in place as of ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇) any Indebtedness described in clause (f) of the definition of Indebtedness, (C) any liability pursuant to a Customary Nonrecourse Debt Guaranty until a claim is made with respect thereto (provided that for the purposes of this clause (v), the Guarantor shall not be deemed to have violated this covenant with respect to Indebtedness under a Customary Nonrecourse Debt Guaranty until a judgment is obtained with respect to claims under Customary Nonrecourse Debt Guaranties individually or in the aggregate of $30,000,000 or greater), and (D) any liability pursuant to a springing guaranty on substantially the same terms as the Springing Guaranty; and provided further that the Guarantor’s liability with respect to (x) any act Indebtedness of Borrower in place as of March 31, 2014 and (y) Indebtedness of Inland Diversified assumed by Borrower and that is existing debt of Inland Diversified as of July 1, 2014 and is not incurred as a part of or omission to act) constituting fraud or willful misconduct on in anticipation of the part merger of Inland Diversified with and into KRG Magellan, solely by virtue of the Guarantor that impairs being the Agents’ general partner of Borrower and not as a guarantor, shall be excluded from the Lenders’ ability foregoing provided such liability is not increased; and (B) with respect to be repaid under a Guarantor Covenant Breach of any event described in (1)(A)(i)-(iii) above, the Loan Documents occurspassage of forty-five (45) days after the first to occur of either (i) Borrower or Guarantor becoming aware of such Guarantor Covenant Breach, or (yii) Agent notifying Borrower in writing of any such Guarantor Covenant Breach, or (C) with respect to a Guarantor Covenant Breach of the Guarantor authorizesevent described in clause (1)(A)(v) above, approvesthe passage of ten (10) Business Days (or forty-five (45) days if the aggregate Indebtedness for the purposes of clause (1)(A)(v) above is less than $10,000,000), participates in or assists after the first to occur of either (i) Borrower or the Originator Guarantor becoming aware of such Guarantor Covenant Breach, or (ii) Agent notifying Borrower in commencing writing of any such Guarantor Covenant Breach; or (2) Borrower or Guarantor shall commence a voluntary or involuntary case under the Bankruptcy Code of 1978, as amended, or any other Insolvency Proceeding, and (B) liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any Collections are not promptly deposited directly into the Collection Account (other than Collections (i) delivered to the Servicer pursuant to the Servicing Agreement or (ii) inadvertently deposited into an account of the Originator federal bankruptcy or any Affiliate and promptly removed from such account and deposited into the Collection Accountother domestic or foreign laws relating to bankruptcy, insolvency, reorganization, winding-up, composition or adjustment of debts, in each case with respect to Borrower or Guarantor, whether now or hereinafter in effect (collectively, a “Bankruptcy Proceeding”); provided, that in the case of this clause or (B)(x), such liability and responsibility of the 3) Borrower or Guarantor shall not exceed the aggregate amount of the Collections not promptly deposited directly into the Collection Account or (y) the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform officer or director thereof shall collude with, or otherwise assist any duties on behalf of the Borrower party in connection with the Collateral Value Policy any such filing in a Bankruptcy Proceeding or Contingent Collateral Value Policy shall refer any claim to the Collateral Value Insurer solicit or Contingent Collateral Value Insurer knowing the same cause to be fraudulent solicited petitioning creditors for any involuntary petition against Borrower or Guarantor in any such Bankruptcy Proceeding from any party. Guarantor acknowledges and at agrees that the time, the Borrower is not owned by a Lender or its Affiliates; provided, that in the case of guaranty under this clause (B)(y), such liability and responsibility Guaranty of the Guarantor Guarantied Obligations shall not exceed automatically become fully effective upon the aggregate amount of the loss relating to the applicable Coverage Certificate related to such fraudulent claim and shall only arise if the action involved was taken by the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or the Contingent Collateral Value Policy or (z) the applicable Premium Finance Borrower, the Originator or the Borrower ceases to be the legal owner of a Covered Policy (as defined in the Collateral Value Policy or Contingent Collateral Value Policy) and the Guarantor and/or an employee of Imperial and/or its Subsidiaries (collectively, the “Guarantor Responsible Parties”), directly or indirectly, caused, or assisted another Person in, the transfer of legal title of such Covered Policy from the applicable Premium Finance Borrower, the Originator or the Borrower to another Person other than the Collateral Value Insurer or the Contingent Collateral Value Insurer (or a designee of the Collateral Value Insurer or the Contingent Collateral Value Insurer); provided, that in the case of this clause (B)(z), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such Covered Policy; provided further, and for greater clarity, in the case of this clause (B)(z), any transfer or change in legal ownership caused solely by a Person other than a Guarantor Responsible Party that is permitted by the Transaction Documents shall not result in liability or responsibility hereunder for the Guarantor. (c) Nothing in subsection (b) of this Section 2 shall limit or otherwise restrict in any manner the rights, powers and privileges occurrence of any Agent against Springing Recourse Event and no other documentation or notice shall be required to evidence the Guarantor under any other Loan Document to which the Guarantor is a partysame.

Guaranty. (a) The Guarantor hereby (i) irrevocably, absolutely and unconditionally guarantees and promises to pay to Executive, or order, at Executive’s address set forth in Section 4(a) hereof, on demand after the prompt payment default by the BorrowerObligor, as and when due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), of all Obligations from time to time owing in respect lawful money of the Financing Agreement or any other Loan DocumentUnited States, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding with respect to the Borrower, whether or not a claim for post-filing interest is allowed in such proceeding), fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to the Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the U.S. Bankruptcy Code), and the due performance and observance by the Borrower of its other obligations now or hereafter existing in respect of the Loan Documents (the “Guaranteed Obligations”), and (ii) agrees to pay any and all expenses Obligations (as hereinafter defined) consisting of payments due to Executive. For purposes of this Guaranty the term “Obligations” shall mean and include all payments owed by Obligor to Executive of every kind and description, direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising pursuant to the terms of Section 2.3, 2.4, 3.1(a), 3.1(b) or 3.2 of the Contract (as such Obligations may become due subject to the provisions of the Contract, including reasonable counsel all notice requirements and cure provisions), including all interest, late fees, charges, expenses, attorneys’ fees and expenses) incurred other professionals’ fees chargeable to Obligor or payable by the Agents Obligor thereunder and the Lenders in enforcing any rights under this Guaranty. Without limiting the generality costs of the foregoingcollection hereunder, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations including attorneys’ and would be owed by the Borrower to the Agents and the Lenders under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Credit Partyother professionals’ fees. (b) Notwithstanding anything contained in this GuarantyThis Guaranty is absolute, except as unconditional, continuing and irrevocable and constitutes an independent guaranty of payment and not of collectibility (provided in clause (ii) of this Section 2(b) and Section 2(c), (x) the Guarantor shall not have any liability under this Guaranty for the payment or performance of the Guaranteed Obligations, (y) the Guarantor shall not have any obligation that it is subject to expend its own funds in the performance of any provision of any Loan Document, and (z) no Agent nor any Lender shall obtain any deficiency judgment against the Guarantor with respect to Obligor defaulting on any of the foregoing; providedObligations), however, that: (i) nothing contained herein shall limit and is in no way conditioned on or otherwise restrict (A) contingent upon any Agent’s attempt to enforce in whole or any Lender’s rights and remedies against in part any of Obligor’s Obligations to Executive, the Collateral under existence or continuance of Obligor as a legal entity, the consolidation or merger of Obligor with or into any other Loan Documententity, either at law the sale, lease or equity, including, without limitation, disposition by Obligor of all or substantially all of its assets to any rights or remedies with respect to the Equity Interests of the Borrower owned by the Guarantor, (B) the Agent or any Lender from bringing any action, suit or proceeding for specific performance against the Guarantor to perform any obligation imposed on the Guarantor hereunder, (C) recourse to or liability of the Guarantor for any fraud committed by the Guarantor or material misrepresentation by the Guarantor in any Loan Document to which the Guarantor is a partyother entity, or (D) the obligations bankruptcy or insolvency of Obligor, the Guarantor under any Loan Document which obligations are either directly in favor admission by Obligor of any Agent its inability to pay its debts as they mature, or any Lender or have been assigned to any Agent or any Lender, each the making by Obligor of which may be enforced by and a general assignment for the benefit of, or entering into a composition or arrangement with, creditors. If Obligor or any permitted assignee or successor of the Agents Obligor shall fail to pay or perform any Obligations to Executive which are subject to this Guaranty as and Lenderswhen they are due, and (ii) the Guarantor shall have (A) full liability and responsibility for the Guaranteed Obligations and other forthwith pay to Executive all such liabilities or obligations hereunder if (x) in immediately available funds. Each failure by Obligor to pay or perform any act (such liabilities or omission obligations shall give rise to act) constituting fraud or willful misconduct on the part a separate cause of the Guarantor that impairs the Agents’ and the Lenders’ ability to be repaid under the Loan Documents occurs, or (y) the Guarantor authorizes, approves, participates in or assists the Borrower or the Originator in commencing a voluntary or involuntary case under the Bankruptcy Code or any other Insolvency Proceedingaction, and (B) liability and responsibility for the Guaranteed Obligations and other obligations separate suits may be brought hereunder if (x) any Collections are not promptly deposited directly into the Collection Account (other than Collections (i) delivered to the Servicer pursuant to the Servicing Agreement or (ii) inadvertently deposited into an account as each cause of the Originator or any Affiliate and promptly removed from such account and deposited into the Collection Account); provided, that in the case of this clause (B)(x), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the Collections not promptly deposited directly into the Collection Account or (y) the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or Contingent Collateral Value Policy shall refer any claim to the Collateral Value Insurer or Contingent Collateral Value Insurer knowing the same to be fraudulent and at the time, the Borrower is not owned by a Lender or its Affiliates; provided, that in the case of this clause (B)(y), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such fraudulent claim and shall only arise if the action involved was taken by the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or the Contingent Collateral Value Policy or (z) the applicable Premium Finance Borrower, the Originator or the Borrower ceases to be the legal owner of a Covered Policy (as defined in the Collateral Value Policy or Contingent Collateral Value Policy) and the Guarantor and/or an employee of Imperial and/or its Subsidiaries (collectively, the “Guarantor Responsible Parties”), directly or indirectly, caused, or assisted another Person in, the transfer of legal title of such Covered Policy from the applicable Premium Finance Borrower, the Originator or the Borrower to another Person other than the Collateral Value Insurer or the Contingent Collateral Value Insurer (or a designee of the Collateral Value Insurer or the Contingent Collateral Value Insurer); provided, that in the case of this clause (B)(z), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such Covered Policy; provided further, and for greater clarity, in the case of this clause (B)(z), any transfer or change in legal ownership caused solely by a Person other than a Guarantor Responsible Party that is permitted by the Transaction Documents shall not result in liability or responsibility hereunder for the Guarantorarises. (c) Nothing in subsection Executive, may (bsubject to the provisions of the Contract) at any time and from time to time, without the consent of this Section 2 shall limit or otherwise restrict notice to Guarantor, except such notice as may be required by applicable statute which cannot be waived, without incurring responsibility to Guarantor, and without impairing or releasing the obligations of Guarantor hereunder, (i) change the manner, place and terms of payment or change or extend the time of payment of, renew, or alter any Obligation hereby guaranteed, or in any manner modify, amend or supplement the rightsterms of the Contract or any documents, powers instruments or agreements executed in connection therewith, (ii) exercise or refrain from exercising any rights against Obligor or others (including Guarantor) or otherwise act or refrain from acting, (iii) settle or compromise any Obligations hereby guaranteed and/or any obligations and privileges liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any Agent against obligations and liabilities which may be due to Executive or others, (iv) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner or in any order any property pledged or mortgaged by anyone to secure or in any manner securing the Obligations hereby guaranteed, (v) take and hold security or additional security for any or all of the obligations or liabilities covered by this Guaranty, and (vi) assign its rights and interests under this Guaranty, in whole or in part. (d) This is a continuing Guaranty for which Guarantor under any other Loan Document receives continuing consideration and all obligations to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon and this Guaranty is therefore irrevocable without the prior written consent of Executive. (e) Guarantor may bring action to enforce Executive’s obligations under the Contract if (i) any proceeding is a partybrought against Guarantor to seek enforcement of this Guaranty or (ii) Guarantor makes any payment to Executive pursuant to this Guaranty.

Guaranty. (a) The Guarantor hereby (i) Each Guarantor, jointly and severally, irrevocably, absolutely and unconditionally guarantees as a primary obligor and not merely as surety the full and prompt payment by the Borrower, as and when due and payable (whether by scheduled at the stated maturity, by required prepayment, declaration, acceleration, demand or otherwise)) of (x) the principal of, premium, if any, and interest on the Notes issued by, and the Loans made to, the Borrowers under the Credit Agreement, and all reimbursement obligations and Unpaid Drawings with respect to Letters of Credit and (y) all Obligations from time other obligations, liabilities and indebtedness owing by each Borrower to time owing in respect of the Financing Secured Creditors under the Credit Agreement or any and each other Loan Document, whether for principal, interest Credit Document to which such Borrower is a party (including, without limitation, all indemnities, Fees and interest that accrues after the commencement of any Insolvency Proceeding with respect to the Borrowerthereon, whether now existing or not a claim for post-filing interest is allowed hereafter incurred under, arising out of or in connection with the Credit Agreement and any such proceeding), fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to the Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the U.S. Bankruptcy Code), other Credit Document and the due performance and observance compliance by the each Borrower of its other obligations now or hereafter existing in respect with all of the Loan terms, conditions, covenants and agreements contained in all such Credit Documents (all such principal, premium, interest, liabilities, indebtedness and obligations being herein collectively called the “Guaranteed Obligations”). Each Guarantor understands, agrees and (ii) agrees confirms that the Secured Creditors may enforce this Guaranty up to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents and the Lenders in enforcing any rights under this Guaranty. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part full amount of the Guaranteed Obligations and would be owed by against such Guarantor without proceeding against any other Guarantor or either Borrower, or against any security for the Borrower to the Agents and the Lenders Guaranteed Obligations, or under any Loan Document but for the fact that they are unenforceable other guaranty covering all or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Credit Party. (b) Notwithstanding anything contained in this Guaranty, except as provided in clause (ii) of this Section 2(b) and Section 2(c), (x) the Guarantor shall not have any liability under this Guaranty for the payment or performance portion of the Guaranteed Obligations. This Guaranty is a guaranty of prompt payment and performance and not of collection. In addition, (y) if as a result of an Event of Default any or all of the Guarantor shall not have Obligations of the Borrowers to the Secured Creditors become due and payable under the Credit Agreement, each Guarantor, jointly and severally, unconditionally promises to pay such Obligations to the Secured Creditors, on demand, together with any obligation to expend its own funds and all reasonable expenses which may be incurred by the Administrative Agent or the other Secured Creditors in the performance of any provision of any Loan Document, and (z) no Agent nor any Lender shall obtain any deficiency judgment against the Guarantor with respect to collecting any of the foregoing; provided, however, that: (i) nothing contained herein shall limit or otherwise restrict (A) any Agent’s or any Lender’s rights and remedies against any of the Collateral under any other Loan Document, either at law or equity, including, without limitation, any rights or remedies with respect to the Equity Interests of the Borrower owned by the Guarantor, (B) the Agent or any Lender from bringing any action, suit or proceeding for specific performance against the Guarantor to perform any obligation imposed on the Guarantor hereunder, (C) recourse to or liability of the Guarantor for any fraud committed by the Guarantor or material misrepresentation by the Guarantor in any Loan Document to which the Guarantor is a party, or (D) the obligations of the Guarantor under any Loan Document which obligations are either directly in favor of any Agent or any Lender or have been assigned to any Agent or any Lender, each of which may be enforced by and for the benefit of the Agents and Lenders, and (ii) the Guarantor shall have (A) full liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any act (or omission to act) constituting fraud or willful misconduct on the part of the Guarantor that impairs the Agents’ and the Lenders’ ability to be repaid under the Loan Documents occurs, or (y) the Guarantor authorizes, approves, participates in or assists the Borrower or the Originator in commencing a voluntary or involuntary case under the Bankruptcy Code or any other Insolvency Proceeding, and (B) liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any Collections are not promptly deposited directly into the Collection Account (other than Collections (i) delivered to the Servicer pursuant to the Servicing Agreement or (ii) inadvertently deposited into an account of the Originator or any Affiliate and promptly removed from such account and deposited into the Collection Account); provided, that in the case of this clause (B)(x), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the Collections not promptly deposited directly into the Collection Account or (y) the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or Contingent Collateral Value Policy shall refer any claim to the Collateral Value Insurer or Contingent Collateral Value Insurer knowing the same to be fraudulent and at the time, the Borrower is not owned by a Lender or its Affiliates; provided, that in the case of this clause (B)(y), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such fraudulent claim and shall only arise if the action involved was taken by the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or the Contingent Collateral Value Policy or (z) the applicable Premium Finance Borrower, the Originator or the Borrower ceases to be the legal owner of a Covered Policy (as defined in the Collateral Value Policy or Contingent Collateral Value Policy) and the Guarantor and/or an employee of Imperial and/or its Subsidiaries (collectively, the “Guarantor Responsible Parties”), directly or indirectly, caused, or assisted another Person in, the transfer of legal title of such Covered Policy from the applicable Premium Finance Borrower, the Originator or the Borrower to another Person other than the Collateral Value Insurer or the Contingent Collateral Value Insurer (or a designee of the Collateral Value Insurer or the Contingent Collateral Value Insurer); provided, that in the case of this clause (B)(z), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such Covered Policy; provided further, and for greater clarity, in the case of this clause (B)(z), any transfer or change in legal ownership caused solely by a Person other than a Guarantor Responsible Party that is permitted by the Transaction Documents shall not result in liability or responsibility hereunder for the GuarantorObligations. (c) Nothing in subsection (b) of this Section 2 shall limit or otherwise restrict in any manner the rights, powers and privileges of any Agent against the Guarantor under any other Loan Document to which the Guarantor is a party.

Guaranty. (a) The Each Guarantor hereby (i) jointly and severally, irrevocably, absolutely and unconditionally guarantees to the prompt Lenders the prompt, complete and full payment by and performance when due, no matter how the Borrower, as and when due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise)same shall become due, of all Obligations from time Obligations, including but not limited to: (i) All obligations of Borrower to time owing make reimbursements and other payments to Lenders in respect of Letters of Credit issued; (ii) All other sums payable under this Agreement and the Financing Agreement or any other Loan DocumentCredit Documents, whether for principal, interest interest, fees or otherwise; and (includingiii) Any and all other Indebtedness, without limitation, all interest obligations or Liabilities that accrues after the commencement of may at any Insolvency Proceeding with respect time be owed by Borrower to the BorrowerLenders, whether incurred heretofore or not a claim for post-filing interest is allowed in such proceeding)hereafter or concurrently herewith, fees, commissions, expense reimbursements, indemnifications under or otherwisepursuant to any of the Credit Documents, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to the Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the U.S. Bankruptcy Code)including interest, and the due performance and observance by the Borrower of its other obligations now or hereafter existing in respect of the Loan Documents (the “Guaranteed Obligations”), and (ii) agrees to pay any and all expenses (including reasonable counsel attorneys' fees and expenses) incurred collection costs as may be provided by the Agents and the Lenders law or in enforcing any rights under this Guarantyinstrument evidencing any such Indebtedness or Liability. Without limiting the generality of the foregoing, the Guarantor’s Guarantors' liability hereunder shall extend to and include all amounts that constitute part post-petition interest, expenses and other Liabilities of Borrower described above in this subsection (a), or below in the Guaranteed Obligations and following subsection (b), which would be owed by the Borrower to the Agents and the Lenders under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Credit a Borrower Party. (b) Notwithstanding anything contained If Borrower shall for any reason fail to pay any Obligation described in this Guaranty, except as provided in clause (ii) of this Section 2(b) and Section 2(c12(a), as and when such Obligation shall become due and payable, whether at its stated maturity, as a result of the exercise of any power to accelerate, or otherwise, the Guarantors will, forthwith upon demand by the Administrative Agent, pay such Obligation in full to the Administrative Agent. (xc) If any Guarantor fails to pay any obligation as described in the immediately preceding subsections (a) or (b), each Guarantor will incur the additional joint and several obligation to pay to the Administrative Agent, and the Guarantors will forthwith upon demand by the Administrative Agent pay to the Administrative Agent, the amount of any and all expenses, including fees and disbursements of the Administrative Agent's counsel and of any experts or agents retained by the Administrative Agent that the Administrative Agent may incur as a result of such failure. (d) As between the Guarantors and Lenders, this guaranty shall be considered a primary and liquidated Liability of the Guarantors. (e) Each Guarantor hereby waives all defenses based on suretyship and agrees that its obligations shall continue and the enforceability thereof against such Guarantor shall not have any liability under this Guaranty for the payment or performance of the Guaranteed Obligations, (y) the Guarantor shall not have any obligation to expend its own funds in the performance of any provision of any Loan Document, and (z) no Agent nor any Lender shall obtain any deficiency judgment against the Guarantor with respect to any of the foregoing; provided, however, thatbe affected by: (i) nothing contained herein shall limit any waiver, delay or otherwise restrict (A) failure of any Agent’s Lender to exercise or to exhaust any right or remedy or to bring any right or remedy or action against Borrower, the Collateral or any Lender’s rights and remedies against any of the Collateral under any other Loan Document, either at law or equity, including, without limitation, any rights or remedies with respect security available to the Equity Interests of Lenders in connection with the Borrower owned by the Guarantor, (B) the Agent or any Lender from bringing any action, suit or proceeding for specific performance against the Guarantor to perform any obligation imposed on the Guarantor hereunder, (C) recourse to or liability of the Guarantor for any fraud committed by the Guarantor or material misrepresentation by the Guarantor in any Loan Document to which the Guarantor is a party, or (D) the obligations of the Guarantor under any Loan Document which obligations are either directly in favor of any Agent or any Lender or have been assigned to any Agent or any Lender, each of which may be enforced by and for the benefit of the Agents and Lenders, andObligations; (ii) the Guarantor shall have (A) full liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any act (extension, renewal, settlement, compromise, modification, amendment, consent, waiver or omission to act) constituting fraud release in any respect, arising under or willful misconduct on the part in connection with any of the Guarantor that impairs Obligations; (iii) the Agents’ and the Lenders’ ability to be repaid under the Loan Documents occursexistence of any claim, set-off, or (y) the Guarantor authorizesother rights that any Borrower Party may have at any time against any Lender Party, approves, participates in or assists the Borrower or the Originator in commencing a voluntary or involuntary case under the Bankruptcy Code or any other Insolvency Proceeding, and (B) liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any Collections are not promptly deposited directly into the Collection Account (other than Collections (i) delivered to the Servicer pursuant to the Servicing Agreement or (ii) inadvertently deposited into an account of the Originator or any Affiliate and promptly removed from such account and deposited into the Collection Account); provided, that in the case of this clause (B)(x), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the Collections not promptly deposited directly into the Collection Account or (y) the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower whether in connection with the Collateral Value Policy Obligations or Contingent Collateral Value Policy any unrelated transactions; (iv) any invalidity or unenforceability relating to or against any Borrower Party, for any reason, of any of the Obligations or any agreement relating thereto; (v) any Event of Default; or (vi) any other act or failure to act or delay of any kind by any Borrower Party or Lender Party or any other circumstance whatsoever which might, but for the provisions hereof, constitute a defense available to, or a legal or equitable discharge of, Borrower. (f) The obligations of each Guarantor hereunder shall refer any claim to the Collateral Value Insurer or Contingent Collateral Value Insurer knowing the same continue to be fraudulent and effective or be reinstated, as the case may be, if at the any time, the Borrower is not owned by a Lender or its Affiliates; providedpayment, that in the case of this clause (B)(y), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such fraudulent claim and shall only arise if the action involved was taken by the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed part thereof, of any obligation or interest thereon is rescinded or must otherwise be restored by the Borrower to perform any duties on behalf of the Borrower Lender Party in connection with the Collateral Value Policy bankruptcy or the Contingent Collateral Value Policy or (z) the applicable Premium Finance Borrower, the Originator or the insolvency of any Borrower ceases to be the legal owner of a Covered Policy (as defined in the Collateral Value Policy or Contingent Collateral Value Policy) and the Guarantor and/or an employee of Imperial and/or its Subsidiaries (collectively, the “Guarantor Responsible Parties”), directly or indirectly, caused, or assisted another Person in, the transfer of legal title of such Covered Policy from the applicable Premium Finance Borrower, the Originator or the Borrower to another Person other than the Collateral Value Insurer or the Contingent Collateral Value Insurer (or a designee of the Collateral Value Insurer or the Contingent Collateral Value Insurer); provided, that in the case of this clause (B)(z), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such Covered Policy; provided further, and for greater clarity, in the case of this clause (B)(z), any transfer or change in legal ownership caused solely by a Person other than a Guarantor Responsible Party that is permitted by the Transaction Documents shall not result in liability or responsibility hereunder for the GuarantorParty. (cg) Nothing in subsection (b) Each Guarantor hereby waives promptness, diligence, presentment, demand of this Section 2 shall limit or otherwise restrict in any manner the rightspayment, powers protest, order and privileges receipt of any Agent against the Guarantor under any other Loan Document to which the Guarantor is a partynotice in connection with its obligations hereunder.

Guaranty. (a) The Guarantor hereby (i) irrevocably, absolutely To induce the Lenders to make the Loans to the Euro Borrowers and unconditionally guarantees the prompt payment by the BorrowerSwing Loan Borrowers, as the case may be, and the Issuing Banks to Issue Letters of Credit for the account of the Euro Borrowers, the U.S. Borrower hereby absolutely, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, the full and punctual payment when due and payable (due, whether at stated maturity or earlier, by scheduled maturity, required prepayment, reason of acceleration, demand mandatory prepayment or otherwise), of all Obligations from time to time owing otherwise in respect of the Financing Agreement accordance herewith or any other Loan Document, of the principal of and interest on the Loans made by each Lender to, and the Notes held by each Lender of, each Euro Borrower or Swing Line Borrower and all other amounts from time to time owing (including without limitation with respect to any Letters of Credit) to the Lenders or the Administrative Agent by any Euro Borrower or any Swing Loan Borrower under this Agreement pursuant hereto, to its Euro Borrower Designation or its Swing Loan Borrower Designation, as applicable, and under the Notes, in each case strictly in accordance with the terms hereof or thereof (such obligations being herein collectively called, the “Guarantied Obligations”), whether for or not from time to time reduced or extinguished or hereafter increased or incurred, whether or not recovery may be or hereafter may become barred by any statute of limitations, and whether enforceable or unenforceable as against any Euro Borrower or Swing Line Borrower, now or hereafter existing, or due or to become due, including principal, interest (including, without limitation, all including interest that accrues at the contract rate applicable upon default accrued or accruing after the commencement of any Insolvency Proceeding with respect to proceeding under the BorrowerBankruptcy Code, whether or not a claim for post-filing such interest is an allowed claim in such proceeding), fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to the Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the U.S. Bankruptcy Code), and the due performance and observance by the Borrower of its other obligations now or hereafter existing in respect of the Loan Documents (the “Guaranteed Obligations”), and (ii) agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents costs of collection. This guaranty constitutes a guaranty of payment and the Lenders in enforcing any rights under this Guaranty. Without limiting the generality not of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Agents and the Lenders under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Credit Partycollection. (b) Notwithstanding anything contained in this Guaranty, except as provided in clause (ii) of this Section 2(b) and Section 2(c), (x) the Guarantor shall not have any liability under this Guaranty for the payment or performance of the Guaranteed Obligations, (y) the Guarantor shall not have any obligation to expend its own funds in the performance of any provision of any Loan Document, and (z) no Agent nor any Lender shall obtain any deficiency judgment against the Guarantor with respect to any of the foregoing; provided, however, that: (i) nothing contained herein shall limit or otherwise restrict (A) any Agent’s or any Lender’s rights and remedies against any of the Collateral under any other Loan Document, either at law or equity, including, without limitation, any rights or remedies with respect to the Equity Interests of the Borrower owned by the Guarantor, (B) the Agent or any Lender from bringing any action, suit or proceeding for specific performance against the Guarantor to perform any obligation imposed on the Guarantor hereunder, (C) recourse to or liability of the Guarantor for any fraud committed by the Guarantor or material misrepresentation by the Guarantor in any Loan Document to which the Guarantor is a party, or (D) the obligations of the Guarantor under any Loan Document which obligations are either directly in favor of any Agent or any Lender or have been assigned to any Agent or any Lender, each of which may be enforced by and for the benefit of the Agents and Lenders, and (ii) the Guarantor shall have (A) full liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any act (or omission to act) constituting fraud or willful misconduct on the part of the Guarantor that impairs the Agents’ and the Lenders’ ability to be repaid under the Loan Documents occurs, or (y) the Guarantor authorizes, approves, participates in or assists the Borrower or the Originator in commencing a voluntary or involuntary case under the Bankruptcy Code or any other Insolvency Proceeding, and (B) liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any Collections are not promptly deposited directly into the Collection Account (other than Collections (i) delivered to the Servicer pursuant to the Servicing Agreement or (ii) inadvertently deposited into an account of the Originator or any Affiliate and promptly removed from such account and deposited into the Collection Account); provided, that in the case of this clause (B)(x), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the Collections not promptly deposited directly into the Collection Account or (y) the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or Contingent Collateral Value Policy shall refer any claim to the Collateral Value Insurer or Contingent Collateral Value Insurer knowing the same to be fraudulent and at the time, the Borrower is not owned by a Lender or its Affiliates; provided, that in the case of this clause (B)(y), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such fraudulent claim and shall only arise if the action involved was taken by the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or the Contingent Collateral Value Policy or (z) the applicable Premium Finance Borrower, the Originator or the Borrower ceases to be the legal owner of a Covered Policy (as defined in the Collateral Value Policy or Contingent Collateral Value Policy) and the Guarantor and/or an employee of Imperial and/or its Subsidiaries (collectively, the “Guarantor Responsible Parties”), directly or indirectly, caused, or assisted another Person in, the transfer of legal title of such Covered Policy from the applicable Premium Finance Borrower, the Originator or the Borrower to another Person other than the Collateral Value Insurer or the Contingent Collateral Value Insurer (or a designee of the Collateral Value Insurer or the Contingent Collateral Value Insurer); provided, that in the case of this clause (B)(z), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such Covered Policy; provided further, and for greater clarity, in the case of this clause (B)(z), any transfer or change in legal ownership caused solely by a Person other than a Guarantor Responsible Party that is permitted by the Transaction Documents shall not result in liability or responsibility hereunder for the Guarantor. (c) Nothing in subsection (b) of this Section 2 shall limit or otherwise restrict in any manner the rights, powers and privileges of any Agent against the Guarantor under any other Loan Document to which the Guarantor is a party.

Guaranty. (a) The Guarantor hereby (i) irrevocablyEach Borrower unconditionally and irrevocably guarantees and promises to pay to Lender, absolutely and unconditionally guarantees or order, on demand, in lawful money of the prompt payment by the BorrowerUnited States, as and when the same shall become due and payable (whether by scheduled maturitydemand, required prepayment, acceleration, demand acceleration or otherwise), of all present and future Obligations from time to time owing in respect of the Financing Agreement other Borrowers to Lender, whether heretofore, now or hereafter made, incurred or created, whether voluntary or involuntary and howsoever arising, whether due or not due, absolute or contingent, liquidated or unliquidated, secured or unsecured, and whether such other Borrowers may be liable individually or jointly with others, and whether recovery upon such Obligations may be or hereafter becomes barred by any statute of limitations, or whether such Obligations may be or hereafter becomes otherwise unenforceable. The obligations of each Borrower under this Section 2.3 are independent of and separate from the obligations of such Borrower and any other Loan Documentguarantor, whether maker or endorser of the Obligations and shall not be reduced by, but shall survive as if the same had not been made, any and all payments by such Borrower under this Section 2.3 and/or any other guarantor, maker or endorser of the Obligations and/or the application of any proceeds from any collateral security for principalthe Obligations until the Obligations is fully paid and finally discharged. To the maximum extent permitted by law, interest (each Borrower hereby waives any claim, right or remedy such Borrower may now have or hereafter acquire against the other Borrowers that arises under this Section 2.3 and/or from the performance by any other guarantor including, without limitation, all interest that accrues after any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification, or participation in any claim, right or remedy of Lender against the commencement other Borrowers or any security which Lender now has or hereafter acquires, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise. In addition, each Borrower hereby waives any right to proceed against the other Borrowers, now or hereafter, for contribution, indemnity, reimbursement, and any other suretyship rights and claims, whether direct or indirect, liquidated or contingent, whether arising under express or implied contract or by operation of any Insolvency Proceeding law, which such Borrower may now have or hereafter have as against the other Borrowers with respect to the Borrower, whether Obligations. Each Borrower also hereby waives any rights to recourse to or not a claim for post-filing interest is allowed in such proceeding), fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to the Borrower (notwithstanding the operation any asset of the automatic stay under Section 362(a) other Borrowers. Each Borrower agrees that in light of the U.S. immediately foregoing waivers, such Borrower shall not be deemed a "creditor" of the other Borrowers, including without limitation, for purposes of Sections 547 and 550 of the Bankruptcy Code). Without affecting the liability of any Borrower under this Section 2.3, and the due performance and observance by the Borrower from time to time, whether before or after any notice of its other obligations now termination hereof or hereafter existing before or after any default in respect of the Loan Documents (the “Guaranteed Obligations”), and (ii) agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents and the Lenders in enforcing any rights under this Guaranty. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Agents and the Lenders under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Credit Party. (b) Notwithstanding anything contained in this Guaranty, except as provided in clause (ii) of this Section 2(b) and Section 2(c), (x) the Guarantor shall not have any liability under this Guaranty for the payment or performance of the Guaranteed Obligations, Lender, may (ywithout notice or demand): (a) renew, extend, accelerate, or otherwise change the Guarantor shall not have time for payment of, or otherwise change any obligation to expend its own funds in the performance other term or condition of any provision of any Loan Document, and (z) no Agent nor any Lender shall obtain any deficiency judgment against the Guarantor with respect document or agreement evidencing or relating to any of the foregoing; provided, however, that: (i) nothing contained herein shall limit or otherwise restrict (A) any Agent’s or any Lender’s rights and remedies against any of the Collateral under any other Loan Document, either at law or equityObligations, including, without limitation, to increase or decrease the rate of interest thereon; (b) accept, substitute, waive, decrease, increase, release, exchange or otherwise alter any rights collateral security, in whole or remedies with respect to in part, securing the Equity Interests of the Borrower owned by the Guarantor, (B) the Agent or any Lender from bringing any action, suit or proceeding for specific performance against the Guarantor to perform any obligation imposed on the Guarantor hereunder, (C) recourse to or liability of the Guarantor for any fraud committed by the Guarantor or material misrepresentation by the Guarantor in any Loan Document to which the Guarantor is a party, or (D) the obligations of the Guarantor under any Loan Document which obligations are either directly in favor of any Agent or any Lender or have been assigned to any Agent or any Lender, each of which may be enforced by and for the benefit of the Agents and Lenders, and (ii) the Guarantor shall have (A) full liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any act (or omission to act) constituting fraud or willful misconduct on the part of the Guarantor that impairs the Agents’ and the Lenders’ ability to be repaid under the Loan Documents occurs, or (y) the Guarantor authorizes, approves, participates in or assists the Borrower or the Originator in commencing a voluntary or involuntary case under the Bankruptcy Code or any other Insolvency Proceeding, and (B) liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any Collections are not promptly deposited directly into the Collection Account (other than Collections (i) delivered to the Servicer pursuant to the Servicing Agreement or (ii) inadvertently deposited into an account guaranty of the Originator or any Affiliate and promptly removed from such account and deposited into the Collection Account)Obligations; provided, that in the case of this clause (B)(x), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the Collections not promptly deposited directly into the Collection Account or (y) the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or Contingent Collateral Value Policy shall refer any claim to the Collateral Value Insurer or Contingent Collateral Value Insurer knowing the same to be fraudulent and at the time, the Borrower is not owned by a Lender or its Affiliates; provided, that in the case of this clause (B)(y), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such fraudulent claim and shall only arise if the action involved was taken by the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or the Contingent Collateral Value Policy or (z) the applicable Premium Finance Borrower, the Originator or the Borrower ceases to be the legal owner of a Covered Policy (as defined in the Collateral Value Policy or Contingent Collateral Value Policy) and the Guarantor and/or an employee of Imperial and/or its Subsidiaries (collectively, the “Guarantor Responsible Parties”), directly or indirectly, caused, or assisted another Person in, the transfer of legal title of such Covered Policy from the applicable Premium Finance Borrower, the Originator or the Borrower to another Person other than the Collateral Value Insurer or the Contingent Collateral Value Insurer (or a designee of the Collateral Value Insurer or the Contingent Collateral Value Insurer); provided, that in the case of this clause (B)(z), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such Covered Policy; provided further, and for greater clarity, in the case of this clause (B)(z), any transfer or change in legal ownership caused solely by a Person other than a Guarantor Responsible Party that is permitted by the Transaction Documents shall not result in liability or responsibility hereunder for the Guarantor. (c) Nothing apply any and all such collateral security and direct the order or manner of sale thereof as Lender, in subsection its sole discretion, may determine; (bd) add, release or substitute any one or more other guarantors, makers or endorsers of this Section 2 shall limit the Obligations, and otherwise deal with the other Borrowers or any other guarantor, maker or endorser as Lender may elect; (e) in Lender's sole discretion, settle, release on terms satisfactory to Lender, or by operation of law or otherwise, compound, compromise, collect or otherwise restrict liquidate any Obligations and/or any collateral security therefor in any manner manner, and bid and purchase any collateral security at any sale thereof; (f) apply any and all payments or recoveries from the rightsother Borrowers, powers and privileges of any Agent against the Guarantor under from any other Loan Document guarantor, maker, endorser or from the undersigned to which such of the Guarantor Obligations as Lender, in its sole discretion, may determine, whether such Obligations is a party.secured or unsecured or guaranteed or not guaranteed by others; (g) apply any and all payments or recoveries from any other guarantor, maker or endorser of the Obligations or sums realized from collateral security furnished by any of them upon any of their indebtedness or obligations to Lender as Lender, in its

Guaranty. (a) The Guarantor hereby (i) irrevocablyunconditionally, absolutely and unconditionally guarantees irrevocably guaranties to Lender the prompt punctual payment by the Borrower, as and performance when due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), of all Obligations from time to time owing in respect of the Financing Agreement or any other Loan Documentdue, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding with respect to the Borrower, whether at stated maturity or not a claim for post-filing interest is allowed in such proceeding), fees, commissions, expense reimbursements, indemnifications by acceleration or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to the Borrower (notwithstanding the operation of the automatic stay under Section 362(a) indebtedness and other obligations of Borrower to Lender evidenced by the U.S. Bankruptcy Code), Note and the due performance and observance any other amounts that may become owing by the Borrower under the Loan Documents, including any amendments, additions, substitutions, supplements, extensions or renewals of the foregoing (such indebtedness, obligations and other amounts are hereinafter referred to as “Payment Obligations”) and the prompt and proper performance by Borrower of all of its other obligations now or hereafter existing in respect of to Lender under the Loan Documents (collectively the “Guaranteed Non-Payment Obligations”). This Guaranty is a present and continuing guaranty of payment and performance and not of collectability, and (ii) Lender shall not be required to prosecute collection, enforcement or other remedies against Borrower or any other guarantor of the Payment Obligations or Non-Payment Obligations, or to enforce or resort to any collateral for the repayment of the Payment Obligations or other rights or remedies pertaining thereto, before calling on Guarantor for payment or performance. The Guarantor further specifically agrees that if for any reason Borrower shall fail or be unable to pay, punctually and fully, any of the Payment Obligations, Guarantor shall pay any such obligations to Lender in full immediately upon demand. One or more successive actions may be brought against Guarantor, as often as Lender deems advisable, until all of the Payment Obligations are paid and performed in full. The Payment Obligations, the Non-Payment Obligations, together with all other payment and performance obligations of the Guarantor hereunder, are referred to herein as the “Obligations”. Without limiting the foregoing, the undersigned absolutely, irrevocably and unconditionally indemnifies and saves Lender harmless from and against all liabilities, suits, proceedings, actions, claims and assertions, charges, demands, delays, injuries and expenses (including reasonable counsel attorneys fees and expensesdisbursements) which are incurred by the Agents and the Lenders in enforcing any rights under this Guaranty. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Agents and the Lenders under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of Lender as a bankruptcy, reorganization or similar proceeding involving any Credit Party. (b) Notwithstanding anything contained in this Guaranty, except as provided in clause (ii) of this Section 2(b) and Section 2(c), (x) the Guarantor shall not have any liability under this Guaranty for the payment or performance of the Guaranteed Obligations, (y) the Guarantor shall not have any obligation to expend its own funds in the performance result of any provision of any Loan Documentallegation or determination that the Obligations involve a fraudulent conveyance, and (z) no Agent nor any Lender shall obtain any deficiency judgment against the Guarantor with respect to any of the foregoing; provided, however, that: (i) nothing contained herein shall limit or otherwise restrict (A) any Agent’s or any Lender’s rights and remedies against any of the Collateral under any other Loan Document, either at law or equity, including, without limitation, any rights or remedies with respect to the Equity Interests of the Borrower owned by the Guarantor, (B) the Agent or any Lender from bringing any action, suit or proceeding for specific performance against the Guarantor to perform any obligation imposed on the Guarantor hereunder, (C) recourse to or liability of the Guarantor for any fraud committed by the Guarantor or material misrepresentation by the Guarantor in any Loan Document to which the Guarantor is a party, or (D) the obligations of the Guarantor under any Loan Document which obligations are either directly in favor of any Agent or any Lender or have been assigned to any Agent or any Lender, each of which may be enforced by and for the benefit of the Agents and Lenders, and (ii) the Guarantor shall have (A) full liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any act (or omission to act) constituting fraud or willful misconduct on the part of the Guarantor that impairs the Agents’ and the Lenders’ ability to be repaid under the Loan Documents occurs, or (y) the Guarantor authorizes, approves, participates in or assists the Borrower or the Originator in commencing a voluntary or involuntary case under the Bankruptcy Code or any other Insolvency Proceeding, and (B) liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any Collections are not promptly deposited directly into the Collection Account (other than Collections (i) delivered to the Servicer pursuant to the Servicing Agreement or (ii) inadvertently deposited into an account of the Originator or any Affiliate and promptly removed from such account and deposited into the Collection Account); provided, that in the case of this clause (B)(x), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the Collections not promptly deposited directly into the Collection Account or (y) the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or Contingent Collateral Value Policy shall refer any claim to the Collateral Value Insurer or Contingent Collateral Value Insurer knowing the same to be fraudulent and at the time, the Borrower is not owned by a Lender or its Affiliates; provided, that in the case of this clause (B)(y), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such fraudulent claim and shall only arise if the action involved was taken by the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or the Contingent Collateral Value Policy or (z) the applicable Premium Finance Borrower, the Originator or the Borrower ceases to be the legal owner of a Covered Policy (as defined in the Collateral Value Policy or Contingent Collateral Value Policy) and the Guarantor and/or an employee of Imperial and/or its Subsidiaries (collectively, the “Guarantor Responsible Parties”), directly or indirectly, caused, or assisted another Person in, the transfer of legal title of such Covered Policy from the applicable Premium Finance Borrower, the Originator or the Borrower to another Person other than the Collateral Value Insurer or the Contingent Collateral Value Insurer (or a designee of the Collateral Value Insurer or the Contingent Collateral Value Insurer); provided, that in the case of this clause (B)(z), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such Covered Policy; provided further, and for greater clarity, in the case of this clause (B)(z), any transfer or change in legal ownership caused solely by a Person other than a Guarantor Responsible Party that is permitted by the Transaction Documents shall not result in liability obligation under federal or responsibility hereunder for the Guarantorstate law. (c) Nothing in subsection (b) of this Section 2 shall limit or otherwise restrict in any manner the rights, powers and privileges of any Agent against the Guarantor under any other Loan Document to which the Guarantor is a party.

Guaranty. (a) The Guarantor Guarantors hereby (i) irrevocablyabsolutely, absolutely unconditionally and unconditionally guarantees irrevocably guarantee the prompt punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by the Borrower, as and when due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), of all Obligations from time to time owing in respect of the Financing Agreement or any each other Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding with respect to the Borrower, whether or not a claim for post-filing interest is allowed in such proceeding), fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to the Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the U.S. Bankruptcy Code), and the due performance and observance by the Borrower of its other obligations Party now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations being the “Guaranteed Obligations”), and (ii) agrees agree to pay any and all expenses (including reasonable counsel including, without limitation, fees and expensesexpenses of counsel) in accordance with and to the extent provided in Section 11.03 of the Loan Agreement incurred by the Agents and the Lenders Agent or any Lender in enforcing any rights under this GuarantyGuaranty or any other Loan Document. Without limiting the generality of the foregoing, the Guarantor’s Guarantors' liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Loan Party to any Lender under or in respect of the Borrower to the Agents and the Lenders under any Loan Document Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Credit such other Loan Party. The Guarantors understand and agree that the guarantee contained herein shall be construed as a continuing guarantee of payment and performance and not merely of collectability. (b) Notwithstanding anything contained in this Guarantyany other provision hereof, except as provided in clause (ii) the right of this recovery against the Guarantors under Section 2(b) and Section 2(c), (x) the Guarantor 1 hereof shall not have any liability exceed $1.00 less than the lowest amount which would render the Guarantors' obligations under this Guaranty for the payment Section 1 hereof void or performance of the Guaranteed Obligations, (y) the Guarantor shall not have any obligation to expend its own funds in the performance of any provision of any Loan Document, and (z) no Agent nor any Lender shall obtain any deficiency judgment against the Guarantor with respect to any of the foregoing; provided, however, that: (i) nothing contained herein shall limit or otherwise restrict (A) any Agent’s or any Lender’s rights and remedies against any of the Collateral voidable under any other Loan Document, either at law or equityapplicable law, including, without limitation, the Uniform Fraudulent Conveyance Act, Uniform Fraudulent Transfer Act or any rights similar foreign, federal or remedies state law to the extent applicable to the guaranty set forth herein and the obligations of the Guarantors hereunder. To effectuate the foregoing, the Agent and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor in respect of the guarantee set forth in Section 1 hereof at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor with respect thereto not constituting a fraudulent transfer or conveyance after giving full effect to the Equity Interests liability under such guarantee set forth in Section 1 hereof and its related contribution rights but before taking into account any liabilities under any other guarantee by such Guarantor. For purposes of the Borrower owned by foregoing, all guarantees of such Guarantor other than the Guarantor, (B) guarantee under Section 1 hereof will be deemed to be enforceable and payable after the guaranty under Section 1 hereof. The Guarantors hereby unconditionally and irrevocably agree that in the event any payment shall be required to be made to Agent or any Lender from bringing any action, suit or proceeding for specific performance against the Guarantor to perform any obligation imposed on the Guarantor hereunder, (C) recourse to or liability of the Guarantor for any fraud committed by the Guarantor or material misrepresentation by the Guarantor in any Loan Document to which the Guarantor is a party, or (D) the obligations of the Guarantor under any Loan Document which obligations are either directly in favor of any Agent or any Lender or have been assigned to any Agent or any Lender, each of which may be enforced by and for the benefit of the Agents and Lenders, and (ii) the Guarantor shall have (A) full liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any act (or omission to act) constituting fraud or willful misconduct on the part of the Guarantor that impairs the Agents’ and the Lenders’ ability to be repaid under the Loan Documents occurs, or (y) the Guarantor authorizes, approves, participates in or assists the Borrower or the Originator in commencing a voluntary or involuntary case under the Bankruptcy Code this Guaranty or any other Insolvency Proceedingguaranty, and (B) liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any Collections are not promptly deposited directly into the Collection Account (other than Collections (i) delivered it will contribute, to the Servicer pursuant to the Servicing Agreement or (ii) inadvertently deposited into an account of the Originator or any Affiliate and promptly removed from such account and deposited into the Collection Account); provided, that in the case of this clause (B)(x)maximum extent permitted by law, such liability and responsibility of the amounts to any other Guarantor shall not exceed so as to maximize the aggregate amount paid to the Agent and the Lenders under or in respect of the Collections not promptly deposited directly into the Collection Account or (y) the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or Contingent Collateral Value Policy shall refer any claim to the Collateral Value Insurer or Contingent Collateral Value Insurer knowing the same to be fraudulent and at the time, the Borrower is not owned by a Lender or its Affiliates; provided, that in the case of this clause (B)(y), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such fraudulent claim and shall only arise if the action involved was taken by the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or the Contingent Collateral Value Policy or (z) the applicable Premium Finance Borrower, the Originator or the Borrower ceases to be the legal owner of a Covered Policy (as defined in the Collateral Value Policy or Contingent Collateral Value Policy) and the Guarantor and/or an employee of Imperial and/or its Subsidiaries (collectively, the “Guarantor Responsible Parties”), directly or indirectly, caused, or assisted another Person in, the transfer of legal title of such Covered Policy from the applicable Premium Finance Borrower, the Originator or the Borrower to another Person other than the Collateral Value Insurer or the Contingent Collateral Value Insurer (or a designee of the Collateral Value Insurer or the Contingent Collateral Value Insurer); provided, that in the case of this clause (B)(z), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such Covered Policy; provided further, and for greater clarity, in the case of this clause (B)(z), any transfer or change in legal ownership caused solely by a Person other than a Guarantor Responsible Party that is permitted by the Transaction Documents shall not result in liability or responsibility hereunder for the GuarantorLoan Documents. (c) Nothing in subsection (b) of this Section 2 shall limit or otherwise restrict in any manner the rights, powers and privileges of any Agent against the Guarantor under any other Loan Document to which the Guarantor is a party.

Guaranty. Guarantor hereby irrevocably and unconditionally guarantees to the Bank and its successors and assigns: (a) The Guarantor hereby (i) irrevocably, absolutely the full and unconditionally guarantees the prompt payment and performance when due of the Indebtedness, as hereinafter defined; and (b) the payment, compliance with and performance of all other obligations, covenants, representations and warranties of every kind, nature and description in accordance with all instruments and documents executed by the Borrower in favor of the Bank, whether now owing or existing or heretofore or hereafter created or arising, regardless of whether such obligations, covenants, representations or warranties are held to be unenforceable, void or of no effect against the Borrower and including without limitation, those under any loan agreement and/or promissory note executed and delivered by Borrower to the Bank, and any extensions, modifications or renewals thereof. The term “Indebtedness” shall mean all principal, interest, attorneys’ fees, commitment fees, liabilities for costs and expenses and all other indebtedness, obligations and liabilities under and in accordance with the terms of all instruments and documents executed by Borrower in favor of the Bank, whether direct or indirect, absolute or contingent and whether now owing or existing or heretofore or hereafter created or arising, and regardless of whether such indebtedness, obligations or liabilities are held unenforceable, void or of no effect against Borrower (except as a result of Borrower’s full and indefeasible payment of the Indebtedness) and all costs, expenses and fees, including reasonable attorneys’ fees, arising in connection with the collection or enforcement of any or all amounts, indebtedness, obligations and liabilities of Borrower to the Bank, as described above, regardless of whether the Borrower is held to be liable for such amounts. Guarantor acknowledges and when due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), of all Obligations from time to time owing in respect agrees that any indebtedness of the Financing Agreement Borrower to the Bank as evidenced by any promissory note may be extended or any other Loan Documentrenewed upon maturity at the sole discretion of the Bank and that the Indebtedness as defined herein, whether for principalthe payment of which is hereby guaranteed, interest (includingshall include, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding with respect to the Borrower, whether or not a claim for post-filing interest is allowed in such proceeding), fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to the Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the U.S. Bankruptcy Code), and the due performance and observance by the Borrower of its other obligations now or hereafter existing in respect of the Loan Documents (the “Guaranteed Obligations”), and (ii) agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents and the Lenders in enforcing any rights under this Guaranty. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Agents and the Lenders under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Credit Party. (b) Notwithstanding anything contained in this Guaranty, except as provided in clause (ii) of this Section 2(b) and Section 2(c), (x) the Guarantor shall not have any liability under this Guaranty for the payment or performance of the Guaranteed Obligations, (y) the Guarantor shall not have any obligation to expend its own funds in the performance of any provision of any Loan Document, and (z) no Agent nor any Lender shall obtain any deficiency judgment against the Guarantor with respect to any of the foregoing; provided, however, that: (i) nothing contained herein shall limit or otherwise restrict (A) any Agent’s or any Lender’s rights and remedies against any of the Collateral under any other Loan Document, either at law or equity, including, without limitation, any rights or remedies with respect to the Equity Interests of the Borrower owned by the Guarantor, (B) the Agent or any Lender from bringing any action, suit or proceeding for specific performance against the Guarantor to perform any obligation imposed on the Guarantor hereunder, (C) recourse to or liability of the Guarantor for any fraud committed by the Guarantor or material misrepresentation by the Guarantor in any Loan Document to which the Guarantor is a party, or (D) the obligations of the Guarantor under any Loan Document which obligations are either directly in favor of any Agent or any Lender or have been assigned to any Agent or any Lender, each of which may be enforced by and for the benefit of the Agents and Lenders, and (ii) the Guarantor shall have (A) full liability and responsibility for the Guaranteed Obligations indebtedness and other obligations hereunder if (x) as extended or renewed and as may be evidenced by any act (or omission to act) constituting fraud or willful misconduct on the part of the Guarantor that impairs the Agents’ and the Lenders’ ability to be repaid under the Loan Documents occurs, or (y) the Guarantor authorizes, approves, participates in or assists the Borrower or the Originator in commencing a voluntary or involuntary case under the Bankruptcy Code or any other Insolvency Proceeding, and (B) liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any Collections are not promptly deposited directly into the Collection Account (other than Collections (i) delivered to the Servicer pursuant to the Servicing Agreement or (ii) inadvertently deposited into an account of the Originator or any Affiliate and promptly removed from such account and deposited into the Collection Account); provided, that in the case of this clause (B)(x), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the Collections not promptly deposited directly into the Collection Account or (y) the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or Contingent Collateral Value Policy shall refer any claim to the Collateral Value Insurer or Contingent Collateral Value Insurer knowing the same to be fraudulent and at the time, the Borrower is not owned by a Lender or its Affiliates; provided, that in the case of this clause (B)(y), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such fraudulent claim and shall only arise if the action involved was taken by the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or the Contingent Collateral Value Policy or (z) the applicable Premium Finance Borrower, the Originator or the Borrower ceases to be the legal owner of a Covered Policy (as defined in the Collateral Value Policy or Contingent Collateral Value Policy) and the Guarantor and/or an employee of Imperial and/or its Subsidiaries (collectively, the “Guarantor Responsible Parties”), directly or indirectly, caused, or assisted another Person in, the transfer of legal title of such Covered Policy from the applicable Premium Finance Borrower, the Originator or the Borrower to another Person other than the Collateral Value Insurer or the Contingent Collateral Value Insurer (or a designee of the Collateral Value Insurer or the Contingent Collateral Value Insurer); provided, that in the case of this clause (B)(z), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such Covered Policy; provided further, and for greater clarity, in the case of this clause (B)(z), any transfer or change in legal ownership caused solely by a Person other than a Guarantor Responsible Party that is permitted by the Transaction Documents shall not result in liability or responsibility hereunder for the Guarantorrenewal promissory note. (c) Nothing in subsection (b) of this Section 2 shall limit or otherwise restrict in any manner the rights, powers and privileges of any Agent against the Guarantor under any other Loan Document to which the Guarantor is a party.

Guaranty. (a) The Guarantor (together with the other Guarantors, if any, jointly and severally) hereby (i) irrevocably, absolutely and unconditionally guarantees the prompt payment by the Borrower, as and when due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), of all Obligations from time to time owing in respect of the Financing Credit Agreement or any other Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding with respect to the Borrower, whether or not a claim for post-filing interest is allowed in such proceeding), Letter of Credit Obligations, fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to the Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the U.S. Bankruptcy Code), and the due performance and observance by the Borrower of its their other obligations now or hereafter existing in respect of the Loan Documents (the “Guaranteed Obligations”), and (ii) agrees to pay any and all expenses (including reasonable counsel fees and expensesexpenses of one primary counsel, except if there are conflicts of interest, and if necessary one local counsel per jurisdiction) incurred by the Agents Agents, the Lenders and the Lenders L/C Issuer in enforcing any rights under this Guaranty. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Agents Agents, the Lenders and the Lenders L/C Issuer under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a an Insolvency Proceeding involving any Loan Party. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, if the obligations of any Guarantor under this Section 2 would, in any action or proceeding involving any state or provincial corporate law, or any state, provincial, federal or foreign bankruptcy, insolvency, reorganization or similar proceeding involving other law affecting the rights of creditors generally, otherwise be held or determined to be subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any Credit Party. (b) Notwithstanding anything contained in this Guarantycomparable applicable provisions of a state, except as provided in clause (ii) provincial or foreign law on account of this Section 2(b) and Section 2(c), (x) the Guarantor shall not have any amount of its liability under this Guaranty for Section 2, then the payment amount of such liability shall, without further action by such Guarantor, or performance of the Guaranteed Obligations, (y) the Guarantor shall not have any obligation to expend its own funds in the performance of any provision of any Loan Document, and (z) no Agent nor any Lender shall obtain any deficiency judgment against the Guarantor with respect to any of the foregoing; provided, however, that: (i) nothing contained herein shall limit or otherwise restrict (A) any Agent’s or any Lender’s rights and remedies against any of the Collateral under any other Loan Document, either at law or equity, including, without limitation, any rights or remedies with respect to the Equity Interests of the Borrower owned by the Guarantor, (B) the Agent or any Lender from bringing any action, suit or proceeding for specific performance against the Guarantor to perform any obligation imposed on the Guarantor hereunder, (C) recourse to or liability of the Guarantor for any fraud committed by the Guarantor or material misrepresentation by the Guarantor in any Loan Document to which the Guarantor is a party, or (D) the obligations of the Guarantor under any Loan Document which obligations are either directly in favor of any Agent or any Lender or have been assigned to any Agent or any Lender, each of which may be enforced by and for the benefit of the Agents and Lenders, and (ii) the Guarantor shall have (A) full liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any act (or omission to act) constituting fraud or willful misconduct on the part of the Guarantor that impairs the Agents’ and the Lenders’ ability to be repaid under the Loan Documents occurs, or (y) the Guarantor authorizes, approves, participates in or assists the Borrower or the Originator in commencing a voluntary or involuntary case under the Bankruptcy Code Party or any other Insolvency ProceedingPerson, be automatically limited and (B) liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any Collections are not promptly deposited directly into the Collection Account (other than Collections (i) delivered reduced to the Servicer pursuant to the Servicing Agreement or (ii) inadvertently deposited into an account of the Originator or any Affiliate and promptly removed from such account and deposited into the Collection Account); provided, that in the case of this clause (B)(x), such liability and responsibility of the Guarantor shall not exceed the aggregate highest amount of the Collections not promptly deposited directly into the Collection Account or (y) the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or Contingent Collateral Value Policy shall refer any claim to the Collateral Value Insurer or Contingent Collateral Value Insurer knowing the same to be fraudulent and at the time, the Borrower is not owned by a Lender or its Affiliates; provided, that in the case of this clause (B)(y), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such fraudulent claim and shall only arise if the action involved was taken by the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or the Contingent Collateral Value Policy or (z) the applicable Premium Finance Borrower, the Originator or the Borrower ceases to be the legal owner of a Covered Policy (as defined in the Collateral Value Policy or Contingent Collateral Value Policy) and the Guarantor and/or an employee of Imperial and/or its Subsidiaries (collectively, the “Guarantor Responsible Parties”), directly or indirectly, caused, or assisted another Person in, the transfer of legal title of such Covered Policy from the applicable Premium Finance Borrower, the Originator or the Borrower to another Person other than the Collateral Value Insurer or the Contingent Collateral Value Insurer (or a designee of the Collateral Value Insurer or the Contingent Collateral Value Insurer); provided, that in the case of this clause (B)(z), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such Covered Policy; provided further, and for greater clarity, in the case of this clause (B)(z), any transfer or change in legal ownership caused solely by a Person other than a Guarantor Responsible Party that is permitted by the Transaction Documents shall not result valid and enforceable as determined in liability such action or responsibility hereunder for the Guarantorproceeding. (c) Nothing in subsection (b) of this Section 2 shall limit or otherwise restrict in any manner the rights, powers and privileges of any Agent against the Guarantor under any other Loan Document to which the Guarantor is a party.

Guaranty. Each Guarantor hereby irrevocably and unconditionally guarantees to the Bank: (a) The Guarantor hereby (i) irrevocably, absolutely the full and unconditionally guarantees the prompt payment by and performance when due of the BorrowerIndebtedness, as hereinafter defined; and when due (b) the payment, compliance with and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), performance of all Obligations from time to time owing other obligations, covenants, representations and warranties of every kind, nature and description in respect accordance with all instruments and documents executed by FAAC in favor of the Financing Agreement or any other Loan DocumentBank, whether for principalnow owing or existing or heretofore or hereafter created or arising, interest (includingregardless of whether such obligations, covenants, representations or warranties are held to be unenforceable, void or of no effect against FAAC and including without limitation, all interest that accrues after the commencement of those under any Insolvency Proceeding with respect loan agreement and/or promissory note executed and delivered by FAAC to the BorrowerBank, whether and any extensions, modifications or not a claim for post-filing interest is allowed in such proceeding)renewals thereof. The term “Indebtedness” shall mean all principal, interest, reasonable attorneys’ fees, commissionscommitment fees, expense reimbursementsliabilities for out-of-pocket costs and expenses and all other indebtedness, indemnifications or otherwise, obligations and whether accruing before or subsequent to liabilities under and in accordance with the commencement terms of any Insolvency Proceeding with respect to the Borrower (notwithstanding the operation all instruments and documents executed by FAAC in favor of the automatic stay under Section 362(a) of the U.S. Bankruptcy Code), and the due performance and observance by the Borrower of its other obligations now or hereafter existing in respect of the Loan Documents (the “Guaranteed Obligations”), and (ii) agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents and the Lenders in enforcing any rights under this Guaranty. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Agents and the Lenders under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Credit Party. (b) Notwithstanding anything contained in this Guaranty, except as provided in clause (ii) of this Section 2(b) and Section 2(c), (x) the Guarantor shall not have any liability under this Guaranty for the payment or performance of the Guaranteed Obligations, (y) the Guarantor shall not have any obligation to expend its own funds in the performance of any provision of any Loan Document, and (z) no Agent nor any Lender shall obtain any deficiency judgment against the Guarantor with respect to any of the foregoing; provided, however, that: (i) nothing contained herein shall limit or otherwise restrict (A) any Agent’s or any Lender’s rights and remedies against any of the Collateral under any other Loan Document, either at law or equityBank, including, without limitation, any rights or remedies with respect to the Equity Interests of the Borrower owned by the Guarantor, (B) the Agent or any Lender from bringing any action, suit or proceeding for specific performance against the Guarantor to perform any obligation imposed on the Guarantor hereunder, (C) recourse to or liability of the Guarantor for any fraud committed by the Guarantor or material misrepresentation by the Guarantor in any Mortgage Loan Document to which the Guarantor is a party, or (D) the obligations of the Guarantor under any Loan Document which obligations are either directly in favor of any Agent or any Lender or have been assigned to any Agent or any Lender, each of which may be enforced by and for the benefit of the Agents and Lenders, and (ii) the Guarantor shall have (A) full liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any act (or omission to act) constituting fraud or willful misconduct on the part of the Guarantor that impairs the Agents’ and the Lenders’ ability to be repaid under the Loan Documents occurs, or (y) the Guarantor authorizes, approves, participates in or assists the Borrower or the Originator in commencing a voluntary or involuntary case under the Bankruptcy Code or any other Insolvency Proceeding, and (B) liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any Collections are not promptly deposited directly into the Collection Account (other than Collections (i) delivered to the Servicer pursuant to the Servicing Agreement or (ii) inadvertently deposited into an account of the Originator or any Affiliate and promptly removed from such account and deposited into the Collection Account); provided, that in the case of this clause (B)(x), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the Collections not promptly deposited directly into the Collection Account or (y) the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or Contingent Collateral Value Policy shall refer any claim to the Collateral Value Insurer or Contingent Collateral Value Insurer knowing the same to be fraudulent and at the time, the Borrower is not owned by a Lender or its Affiliates; provided, that in the case of this clause (B)(y), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such fraudulent claim and shall only arise if the action involved was taken by the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or the Contingent Collateral Value Policy or (z) the applicable Premium Finance Borrower, the Originator or the Borrower ceases to be the legal owner of a Covered Policy (as defined in the Collateral Value Policy Credit Agreement), and all interest rate swap or Contingent Collateral Value Policy) hedge transactions, whether direct or indirect, absolute or contingent and whether now owing or existing or heretofore or hereafter created or arising, and regardless of whether such indebtedness, obligations or liabilities are held to be unenforceable, void or of no effect against FAAC, and all costs, expenses and fees, including reasonable attorneys’ fees, arising in connection with the collection or enforcement of any or all amounts, indebtedness, obligations and liabilities of FAAC to the Bank, as described above, regardless of whether FAAC is held to be liable for such amounts. “Indebtedness” includes without limitation, all principal and interest on the Loans and all reasonable attorneys’ fees, commitment fees, liabilities for out-of-pocket costs and expenses and all other indebtedness, obligations and liabilities under and in accordance with the terms of the Credit Agreement and all other all instruments and documents executed by FAAC in favor of the Bank in connection therewith and all instruments related to any Rate Management Obligations (as defined in the Credit Agreement). Guarantor and/or an employee acknowledges and agrees that any indebtedness of Imperial and/or its Subsidiaries (collectivelyFAAC as evidenced by any promissory note may be extended or renewed upon maturity at the sole discretion of the Bank and that the Indebtedness as defined herein, the “payment of which is hereby guaranteed, shall include, without limitation, all indebtedness and other obligations as extended or renewed and as may be evidenced by any renewal promissory note. Notwithstanding any provision to the contrary contained in this Guaranty, solely with respect to any Guarantor Responsible Parties”)in its capacity as a Guarantor, directly or indirectly, caused, or assisted another Person inIndebtedness guaranteed by such Guarantor shall exclude all Excluded Swap Obligations (as defined below) of such Guarantor. As used in this Guaranty, the transfer of legal title of such Covered Policy from following terms shall have the applicable Premium Finance Borrower, the Originator or the Borrower to another Person other than the Collateral Value Insurer or the Contingent Collateral Value Insurer (or a designee of the Collateral Value Insurer or the Contingent Collateral Value Insurer); provided, that in the case of this clause (B)(z), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such Covered Policy; provided further, and for greater clarity, in the case of this clause (B)(z), any transfer or change in legal ownership caused solely by a Person other than a Guarantor Responsible Party that is permitted by the Transaction Documents shall not result in liability or responsibility hereunder for the Guarantor. (c) Nothing in subsection (b) of this Section 2 shall limit or otherwise restrict in any manner the rights, powers and privileges of any Agent against the Guarantor under any other Loan Document to which the Guarantor is a party.following meanings:

Guaranty. The undersigned, Air Industries Group, a Nevada corporation, whose address is 3▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, Happuage, New York, 11788, in consideration of the leasing of the leased premises described in that certain Lease (ahereinafter referred to as the "Lease"), dated ____________, 2016 between GREEN DESK LLC, whose address is 2▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ as Landlord (hereinafter referred to as "Landlord"), and AIR REALTY GROUP LLC, whose address is 3▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, as Tenant (hereinafter referred to as "Tenant"), does hereby covenant and agree as follows: The undersigned does hereby guarantee the full, faithful and timely payment and performance by Tenant of all of the payments, covenants and other obligations of Tenant under or pursuant to the Lease. If Tenant shall default at any time in the payment of any rent or any other sums, costs or charges whatsoever, or in the performance of any of the other covenants and obligations of Tenant, under or pursuant to the Lease, then the undersigned, at its expense, shall on demand of Landlord fully and promptly, and well and truly, pay all rent, sums, costs and charges to be paid by Tenant, and perform all the other covenants and obligations to be performed by Tenant, under or pursuant to the Lease, and in addition shall on Landlord's demand pay to Landlord any and all sums due to Landlord, including (without limitation) all interest on past due obligations of Tenant, costs advanced by Landlord, and damages and all expenses (including attorneys' fees and litigation costs), that may arise in consequence of Tenant's default. The Guarantor undersigned hereby waives all requirements of notice of the acceptance of this Guaranty and all requirements of notice of breach or nonperformance by Tenant. The obligations of the undersigned hereunder are independent of the obligations of Tenant. A separate action or actions may, at Landlord's option, be brought and prosecuted against the undersigned, whether or not any action is first or subsequently brought against Tenant, or whether or not Tenant is joined in any such action, and the undersigned may be joined in any action or proceeding commenced by Landlord against Tenant arising out of, in connection with or based upon the Lease. The undersigned waives any right to require Landlord to proceed against Tenant or pursue any other remedy in Landlord's power whatsoever, any right to complain of delay in the enforcement of Landlord's rights under the Lease, and any demand by Landlord and/or prior action by Landlord of any nature whatsoever against Tenant, or otherwise. This Guaranty shall remain and continue in full force and effect and shall not be discharged in whole or in part notwithstanding (iwhether prior or subsequent to the execution hereof) irrevocablyany alteration, absolutely renewal, extension, modification, amendment or assignment of, or subletting, concession, franchising, licensing or permitting under the Lease. The undersigned hereby waives notices of any of the foregoing, and unconditionally guarantees agrees that the prompt payment liability of the undersigned hereunder shall be based upon the obligations of Tenant set forth in the Lease as the same may be altered, renewed, extended, modified, amended or assigned. For the purpose of this Guaranty and the obligations and liabilities of the undersigned hereunder, "Tenant" shall be deemed to include any and all concessionaires, licensees, franchisees, department operators, assignees, subtenants, permittees or others directly or indirectly operating or conducting a business in or from the Premises, as fully as if any of the same were the named Tenant under the Lease. The undersigned's obligations hereunder shall remain fully binding although Landlord may have waived one or more defaults by Tenant, extended the time of performance by Tenant, released, returned or misapplied other collateral at any time given as security for Tenant's obligations (including other guaranties) and/or released Tenant from the performance of its obligations under the Lease. This Guaranty shall remain in full force and effect notwithstanding the institution by or against Tenant, of bankruptcy, reorganization, readjustment, receivership or insolvency proceedings of any nature, or the disaffirmance of the Lease in any such proceedings or otherwise. If this Guaranty is signed by more than one party, their obligations shall be joint and several, and the release of one of such guarantors shall not release any other of such guarantors. Neuter terms should also refer, where applicable, to the feminine gender and the masculine gender; the singular reference shall also include the plural of any word if the context so requires. This Guaranty shall be applicable to and binding upon the heirs, executors, administrators, representatives, successors and assigns of Landlord, Tenant and the undersigned. Landlord may, without notice, assign this Guaranty in whole or in part. In the event that Landlord should institute any suit against the undersigned for violation of or to enforce any of the covenants or conditions of this Guaranty or to enforce any right of Landlord hereunder, or should the undersigned institute any suit against Landlord arising out of or in connection with this Guaranty, or should either party institute a suit against the other for a declaration of rights hereunder, or should either party intervene in any suit in which the other is a party to enforce or protect its interest or rights hereunder, the prevailing party in any such suit shall be entitled to the fees of its attorney(s) in the reasonable amount thereof, to be determined by the Borrowercourt and taxed as a part of the costs therein. The execution of this Guaranty prior to execution of the Lease shall not invalidate this Guaranty or lessen the obligations of Guarantor(s) hereunder. Upon Landlord's written request, as and when due and payable the undersigned shall promptly furnish Landlord (whether by scheduled maturityin any event, required prepayment, acceleration, demand or otherwisewithin twenty (20) days of request), of all Obligations from time to time owing in respect of the Financing Agreement or any other Loan Documenttime, whether for principal, interest with financial statements (including, without limitation, all interest that accrues operating statements including an annual profit and loss statement for the individual store unit covered by the Lease) reflecting the undersigned’s current financial condition, and written evidence of ownership of managing and controlling interests in the undersigned and in any entities which directly or indirectly control or manage the undersigned. The undersigned shall, without charge and within twenty (20) days after the commencement any request of Landlord, certify in writing to any Insolvency Proceeding with respect person specified in such request, as to the Borrowerexistence, whether or not a claim for post-filing interest is allowed in such proceeding)amendment, fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement validity of any Insolvency Proceeding with respect to the Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the U.S. Bankruptcy Code), and the due performance and observance by the Borrower of its other obligations now or hereafter existing in respect of the Loan Documents (the “Guaranteed Obligations”), and (ii) agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents and the Lenders in enforcing any rights under this Guaranty. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Agents and the Lenders under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcyany default or counterclaim hereunder or under the Lease and any other matter reasonably requested. Any such certificate may be relied upon by any party requesting it and by any person to whom the same may be exhibited. This Guaranty is made pursuant to, reorganization or similar proceeding involving any Credit Party. (b) Notwithstanding anything contained and shall be interpreted and applied in this Guarantyaccordance with, except as provided in clause (ii) of this Section 2(b) and Section 2(c), (x) the Guarantor shall not have any liability under this Guaranty for the payment or performance laws of the Guaranteed Obligations, (y) the Guarantor shall not have any obligation to expend its own funds in the performance State of any provision of any Loan Document, and (z) no Agent nor any Lender shall obtain any deficiency judgment against the Guarantor with respect to any of the foregoing; provided, however, that: (i) nothing contained herein shall limit or otherwise restrict (A) any Agent’s or any Lender’s rights and remedies against any of the Collateral under any other Loan Document, either at law or equity, including, without limitation, any rights or remedies with respect to the Equity Interests of the Borrower owned by the Guarantor, (B) the Agent or any Lender from bringing any action, suit or proceeding for specific performance against the Guarantor to perform any obligation imposed on the Guarantor hereunder, (C) recourse to or liability of the Guarantor for any fraud committed by the Guarantor or material misrepresentation by the Guarantor in any Loan Document to which the Guarantor is a party, or (D) the obligations of the Guarantor under any Loan Document which obligations are either directly in favor of any Agent or any Lender or have been assigned to any Agent or any Lender, each of which may be enforced by and for the benefit of the Agents and Lenders, and (ii) the Guarantor shall have (A) full liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any act (or omission to act) constituting fraud or willful misconduct on the part of the Guarantor that impairs the Agents’ and the Lenders’ ability to be repaid under the Loan Documents occurs, or (y) the Guarantor authorizes, approves, participates in or assists the Borrower or the Originator in commencing a voluntary or involuntary case under the Bankruptcy Code or any other Insolvency Proceeding, and (B) liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any Collections are not promptly deposited directly into the Collection Account (other than Collections (i) delivered to the Servicer pursuant to the Servicing Agreement or (ii) inadvertently deposited into an account of the Originator or any Affiliate and promptly removed from such account and deposited into the Collection Account); provided, that in the case of this clause (B)(x), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the Collections not promptly deposited directly into the Collection Account or (y) the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or Contingent Collateral Value Policy shall refer any claim to the Collateral Value Insurer or Contingent Collateral Value Insurer knowing the same to be fraudulent and at the time, the Borrower is not owned by a Lender or its Affiliates; provided, that in the case of this clause (B)(y), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such fraudulent claim and shall only arise if the action involved was taken by the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or the Contingent Collateral Value Policy or (z) the applicable Premium Finance Borrower, the Originator or the Borrower ceases to be the legal owner of a Covered Policy (as defined in the Collateral Value Policy or Contingent Collateral Value Policy) and the Guarantor and/or an employee of Imperial and/or its Subsidiaries (collectively, the “Guarantor Responsible Parties”), directly or indirectly, caused, or assisted another Person in, the transfer of legal title of such Covered Policy from the applicable Premium Finance Borrower, the Originator or the Borrower to another Person other than the Collateral Value Insurer or the Contingent Collateral Value Insurer (or a designee of the Collateral Value Insurer or the Contingent Collateral Value Insurer); provided, that in the case of this clause (B)(z), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such Covered Policy; provided further, and for greater clarity, in the case of this clause (B)(z), any transfer or change in legal ownership caused solely by a Person other than a Guarantor Responsible Party that is permitted by the Transaction Documents shall not result in liability or responsibility hereunder for the GuarantorMichigan. (c) Nothing in subsection (b) of this Section 2 shall limit or otherwise restrict in any manner the rights, powers and privileges of any Agent against the Guarantor under any other Loan Document to which the Guarantor is a party.

Guaranty. (a) The Guarantor hereby (i) irrevocably, absolutely and unconditionally guarantees to the prompt payment by Lenders the Borrower, as and when due and payable (punctual payment to the Lenders when due, whether by scheduled maturity, required prepayment, acceleration, demand acceleration or otherwise), of all Obligations from time to time owing in respect of the Financing Agreement or any other Loan Documentamounts, whether for principal, interest (including, without limitation, all principal, interest that accrues (including interest accruing on or after the filing of any petition in bankruptcy, or the commencement of any Insolvency Proceeding with respect to insolvency, reorganization or like proceeding by or against any of the BorrowerPermitted Borrowers, whether or not a claim for post-filing or post-petition interest is allowed in such a proceeding), and all other liabilities and obligations, direct or indirect, absolute or contingent, due or to become due, now existing or hereafter incurred, which may arise under, out of, or in connection with all Indebtedness of any of the Permitted Borrowers under or in connection with the Credit Agreement or the Loan Documents, whether such Indebtedness is now existing or hereafter arising including, but not limited to: (a) the aggregate principal amount of all outstanding Advances under the Credit Agreement, from time to time pursuant to the terms and conditions of the Credit Agreement; (b) any and all Letter of Credit Agreements executed or to be executed by any of the Permitted Borrowers, and any of them, from time to time pursuant to the Credit Agreement, and any Letters of Credit issued or to be issued thereunder; and (c) all extensions, renewals and amendments of or to the Credit Agreement, any Notes issued thereunder, or such other Indebtedness, or any replacements or substitutions therefor; whether on account of principal, interest, reimbursement obligations, fees, commissionsindemnities, expense reimbursementsand reasonable costs and expenses (including without limitation, indemnifications all reasonable fees and disbursements of counsel to the Agent or any Lender) or otherwise, and whether accruing before or subsequent to the commencement of hereby agrees that if any Insolvency Proceeding with respect to the Borrower (notwithstanding the operation of the automatic stay under Section 362(a) Permitted Borrowers shall fail to pay any of such amounts when and as the same shall be due and payable, or shall fail to perform and discharge any covenant, representation or warranty in accordance with the terms of the U.S. Bankruptcy Code), and the due performance and observance by the Borrower of its other obligations now Credit Agreement or hereafter existing in respect any of the other Loan Documents (the “Guaranteed Obligations”subject, in each case to any applicable periods of grace or cure), the Guarantor will forthwith pay to the Agent, on behalf of the Lenders, an amount equal to any such amount and (ii) agrees to will pay any and all expenses (including reasonable counsel fees and expenses) damages that may be incurred or suffered in consequence thereof by the Agents and the Lenders in enforcing any rights under this Guaranty. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Agents and the Lenders under any Loan Document but for the fact that they are unenforceable Agent or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Credit Party. (b) Notwithstanding anything contained in this Guaranty, except as provided in clause (ii) of this Section 2(b) and Section 2(c), (x) the Guarantor shall not have any liability under this Guaranty for the payment or performance of the Guaranteed Obligations, (y) the Guarantor shall not have any obligation to expend its own funds in the performance of any provision of any Loan Document, and (z) no Agent nor any Lender shall obtain any deficiency judgment against the Guarantor with respect to any of the foregoing; providedLenders and all reasonable expenses, howeverincluding reasonable attorneys' fees, that: (i) nothing contained herein shall limit that may be incurred by Agent in enforcing such covenant, representation or otherwise restrict (A) any Agent’s or any Lender’s rights and remedies against warranty of any of the Collateral under any other Loan Document, either at law or equity, including, without limitation, any rights or remedies with respect to the Equity Interests of the Borrower owned by the Guarantor, (B) the Agent or any Lender from bringing any action, suit or proceeding for specific performance against the Guarantor to perform any obligation imposed on the Guarantor hereunder, (C) recourse to or liability of the Guarantor for any fraud committed by the Guarantor or material misrepresentation by the Guarantor in any Loan Document to which the Guarantor is a party, or (D) the obligations of the Guarantor under any Loan Document which obligations are either directly in favor of any Agent or any Lender or have been assigned to any Agent or any Lender, each of which may be enforced by and for the benefit of the Agents and Lenders, and (ii) the Guarantor shall have (A) full liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any act (or omission to act) constituting fraud or willful misconduct on the part of the Guarantor that impairs the Agents’ and the Lenders’ ability to be repaid under the Loan Documents occurs, or (y) the Guarantor authorizes, approves, participates in or assists the Borrower or the Originator in commencing a voluntary or involuntary case under the Bankruptcy Code or any other Insolvency ProceedingPermitted Borrowers, and (B) liability in enforcing the covenants and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any Collections are not promptly deposited directly into the Collection Account (other than Collections (i) delivered to the Servicer pursuant to the Servicing Agreement or (ii) inadvertently deposited into an account of the Originator or any Affiliate and promptly removed from such account and deposited into the Collection Account); provided, that in the case agreements of this clause (B)(x), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the Collections not promptly deposited directly into the Collection Account or (y) the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or Contingent Collateral Value Policy shall refer any claim to the Collateral Value Insurer or Contingent Collateral Value Insurer knowing the same to be fraudulent and at the time, the Borrower is not owned by a Lender or its Affiliates; provided, that in the case of this clause (B)(y), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such fraudulent claim and shall only arise if the action involved was taken by the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or the Contingent Collateral Value Policy or (z) the applicable Premium Finance Borrower, the Originator or the Borrower ceases to be the legal owner of a Covered Policy (as defined in the Collateral Value Policy or Contingent Collateral Value Policy) and the Guarantor and/or an employee of Imperial and/or its Subsidiaries (collectively, the “Guarantor Responsible Parties”), directly or indirectly, caused, or assisted another Person in, the transfer of legal title of such Covered Policy from the applicable Premium Finance Borrower, the Originator or the Borrower to another Person other than the Collateral Value Insurer or the Contingent Collateral Value Insurer (or a designee of the Collateral Value Insurer or the Contingent Collateral Value Insurer); provided, that in the case of this clause (B)(z), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such Covered Policy; provided further, and for greater clarity, in the case of this clause (B)(z), any transfer or change in legal ownership caused solely by a Person other than a Guarantor Responsible Party that is permitted by the Transaction Documents shall not result in liability or responsibility hereunder for the GuarantorGuaranty. (c) Nothing in subsection (b) of this Section 2 shall limit or otherwise restrict in any manner the rights, powers and privileges of any Agent against the Guarantor under any other Loan Document to which the Guarantor is a party.

Guaranty. (a) The Guarantor does hereby (i) irrevocably, absolutely and unconditionally guarantees guaranty the prompt payment by the BorrowerParent, as and when due and payable (whether by scheduled maturity, required prepaymentScheduled Payment, acceleration, demand or otherwise), of all Obligations of the obligations (collectively, the “Obligations”) from time to time owing in respect of by Parent to the Financing Agreement or any other Loan DocumentBuyer under the Debentures, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding insolvency proceeding with respect to the BorrowerParent, whether or not a claim for post-filing interest is allowed in such proceeding), fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding insolvency proceeding with respect to the Borrower Parent (notwithstanding the operation of the automatic stay under Section 362(a) of the U.S. US Bankruptcy Code), and the due performance and observance by the Borrower Parent of its other obligations Obligations now or hereafter existing in respect of the Loan Documents Debentures or any transaction documents executed in connection with the first closing or the second closing of the Securities Purchase Agreement, including, without limitation, the accrued but unpaid Liquidated Damages (as defined in the Amended and Restated Investor Registration Rights Agreement) specified in Section 2(e) of the Amended and Restated Investor Registration Rights Agreement (the “Guaranteed Obligations”), and (iib) The Guarantor does hereby agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents and the Lenders Buyer in enforcing any rights under this Amended and Restated Guaranty. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower Parent to the Agents and Buyer under the Lenders under any Loan Document Debentures but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Credit Party. (b) Notwithstanding anything contained in this Guaranty, except as provided in clause (ii) of this Section 2(b) and Section 2(c), (x) the Guarantor shall not have any liability under this Guaranty for the payment or performance of the Guaranteed Obligations, (y) the Guarantor shall not have any obligation to expend its own funds in the performance of any provision of any Loan Document, and (z) no Agent nor any Lender shall obtain any deficiency judgment against the Guarantor with respect to any of the foregoing; provided, however, that: (i) nothing contained herein shall limit or otherwise restrict (A) any Agent’s Parent or any Lender’s rights and remedies against any of the Collateral under any other Loan Document, either at law or equity, including, without limitation, any rights or remedies with respect to the Equity Interests of the Borrower owned by the Guarantor, (B) the Agent or any Lender from bringing any action, suit or proceeding for specific performance against the Guarantor to perform any obligation imposed on the Guarantor hereunder, (C) recourse to or liability of the Guarantor for any fraud committed by the Guarantor or material misrepresentation by the Guarantor in any Loan Document to which the Guarantor is a party, or (D) the obligations of the Guarantor under any Loan Document which obligations are either directly in favor of any Agent or any Lender or have been assigned to any Agent or any Lender, each of which may be enforced by and for the benefit of the Agents and Lenders, and (ii) the Guarantor shall have (A) full liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any act (or omission to act) constituting fraud or willful misconduct on the part of the Guarantor that impairs the Agents’ and the Lenders’ ability to be repaid under the Loan Documents occurs, or (y) the Guarantor authorizes, approves, participates in or assists the Borrower or the Originator in commencing a voluntary or involuntary case under the Bankruptcy Code or any other Insolvency Proceeding, and (B) liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any Collections are not promptly deposited directly into the Collection Account (other than Collections (i) delivered to the Servicer pursuant to the Servicing Agreement or (ii) inadvertently deposited into an account of the Originator or any Affiliate and promptly removed from such account and deposited into the Collection Account); provided, that in the case of this clause (B)(x), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the Collections not promptly deposited directly into the Collection Account or (y) the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or Contingent Collateral Value Policy shall refer any claim to the Collateral Value Insurer or Contingent Collateral Value Insurer knowing the same to be fraudulent and at the time, the Borrower is not owned by a Lender or its Affiliates; provided, that in the case of this clause (B)(y), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such fraudulent claim and shall only arise if the action involved was taken by the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or the Contingent Collateral Value Policy or (z) the applicable Premium Finance Borrower, the Originator or the Borrower ceases to be the legal owner of a Covered Policy (as defined in the Collateral Value Policy or Contingent Collateral Value Policy) and the Guarantor and/or an employee of Imperial and/or its Subsidiaries (collectively, the “Guarantor Responsible Parties”), directly or indirectly, caused, or assisted another Person in, the transfer of legal title of such Covered Policy from the applicable Premium Finance Borrower, the Originator or the Borrower to another Person other than the Collateral Value Insurer or the Contingent Collateral Value Insurer (or a designee of the Collateral Value Insurer or the Contingent Collateral Value Insurer); provided, that in the case of this clause (B)(z), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such Covered Policy; provided further, and for greater clarity, in the case of this clause (B)(z), any transfer or change in legal ownership caused solely by a Person other than a Guarantor Responsible Party that is permitted by the Transaction Documents shall not result in liability or responsibility hereunder for the Guarantor. (c) Nothing in subsection (b) of this Section 2 shall limit or otherwise restrict in any manner the rights, powers and privileges of any Agent against the Guarantor under any other Loan Document to which the Guarantor is a party.

Guaranty. (a) The Subject to Section 1(b) hereof, Guarantor hereby (i) irrevocablyabsolutely, absolutely irrevocably and unconditionally guarantees the prompt payment by the Borrower, as and when due and payable (punctual payment and performance when due, whether by scheduled at stated maturity, required prepayment, acceleration, demand by acceleration or otherwise), of the following (collectively referred to as the “Guaranteed Obligations”): (1) all Obligations from time present and future indebtedness and obligations owing by Borrower to time owing any Lender or Administrative Agent under or in respect of connection with the Financing Credit Agreement or and any other Loan Document, whether for principalincluding without limitation, interest the repayment of all principal of the Loans, and the payment of all interest, Fees, charges, attorneys’ fees and other amounts payable to any Lender or Administrative Agent thereunder or in connection therewith; (2) any and all extensions, renewals, modifications, amendments or substitutions of the foregoing; (3) all expenses, including, without limitation, all interest attorneys’ fees and disbursements, that accrues after are incurred by Lenders and Administrative Agent in the commencement enforcement of any Insolvency Proceeding with respect to the Borrower, whether or not a claim for post-filing interest is allowed in such proceeding), fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to the Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the U.S. Bankruptcy Code), and the due performance and observance by the Borrower of its other obligations now or hereafter existing in respect of the Loan Documents (the “Guaranteed Obligations”), and (ii) agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents and the Lenders in enforcing any rights under this Guaranty. Without limiting the generality of the foregoing; and (4) all other Obligations, the Guarantor’s liability shall extend to all amounts provided, however, that constitute part of the Guaranteed Obligations and would be owed by the shall not include any obligation of Borrower to the Agents and the Lenders or any of its Subsidiaries under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Credit PartyInterest Rate Agreement. (b) Notwithstanding anything contained in this GuarantyGuaranty or any other Loan Document to the contrary, except as provided the total liability of Guarantor hereunder in clause (ii) of this Section 2(b) and Section 2(c), (x) the Guarantor shall not have any liability under this Guaranty for the payment or performance respect of the Guaranteed Obligations, (y) the Guarantor Obligations shall not have any obligation exceed an amount equal to expend its own funds in the performance of any provision of any Loan Document, and fifty percent (z50%) no Agent nor any Lender shall obtain any deficiency judgment against the Guarantor with respect to any of the foregoing; providedtotal amount of the Guaranteed Obligations owed by Borrower to Administrative Agent and Lenders (the “Maximum Amount”) calculated at the time demand for payment from Guarantor is made by Administrative Agent hereunder (the “Demand Date”), however, that:subject to increase of the Guaranteed Obligations resulting from the application of Section 9 hereof. (ic) nothing contained herein shall limit or otherwise restrict (A) any Agent’s or any Lender’s rights and remedies against any of the Collateral under any other Loan Document, either at law or equityAll expenses, including, without limitation, any rights or remedies with respect to attorneys’ fees and disbursements that are incurred by Lenders and Administrative Agent in the Equity Interests enforcement of the Borrower owned by the Guarantor, (B) the Agent or any Lender from bringing any action, suit or proceeding for specific performance against the Guarantor to perform any obligation imposed on the Guarantor hereunder, (C) recourse to or liability of the Guarantor for any fraud committed by the Guarantor or material misrepresentation by the Guarantor in any Loan Document to which the Guarantor is a party, or (D) the obligations of the Guarantor under any Loan Document which obligations are either directly in favor of any Agent or any Lender or have been assigned to any Agent or any Lenderhereunder, each of which may shall be enforced by and for the benefit of the Agents and Lenders, and (ii) the Guarantor shall have (A) full liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any act (or omission to act) constituting fraud or willful misconduct on the part of the Guarantor that impairs the Agents’ and the Lenders’ ability to be repaid under the Loan Documents occurs, or (y) the Guarantor authorizes, approves, participates in or assists the Borrower or the Originator in commencing a voluntary or involuntary case under the Bankruptcy Code or any other Insolvency Proceeding, and (B) liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any Collections are not promptly deposited directly into the Collection Account (other than Collections (i) delivered to the Servicer pursuant to the Servicing Agreement or (ii) inadvertently deposited into an account of the Originator or any Affiliate and promptly removed fully recoverable from such account and deposited into the Collection Account); provided, that in the case of this clause (B)(x), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the Collections not promptly deposited directly into the Collection Account or (y) the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or Contingent Collateral Value Policy shall refer any claim to the Collateral Value Insurer or Contingent Collateral Value Insurer knowing the same to be fraudulent and at the time, the Borrower is not owned by a Lender or its Affiliates; provided, that in the case of this clause (B)(y), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such fraudulent claim and shall only arise if the action involved was taken by the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or the Contingent Collateral Value Policy or (z) the applicable Premium Finance Borrower, the Originator or the Borrower ceases to be the legal owner of a Covered Policy (as defined in the Collateral Value Policy or Contingent Collateral Value Policy) and the Guarantor and/or an employee of Imperial and/or its Subsidiaries (collectively, the “Guarantor Responsible Parties”), directly or indirectly, caused, or assisted another Person in, the transfer of legal title of such Covered Policy from the applicable Premium Finance Borrower, the Originator or the Borrower to another Person other than the Collateral Value Insurer or the Contingent Collateral Value Insurer (or a designee of the Collateral Value Insurer or the Contingent Collateral Value Insurer); provided, that in the case of this clause (B)(z), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such Covered Policy; provided further, and for greater clarity, in the case of this clause (B)(z), any transfer or change in legal ownership caused solely by a Person other than a Guarantor Responsible Party that is permitted by the Transaction Documents shall not result in liability or responsibility hereunder for the Guarantor. (cd) Nothing All expenses, including, without limitation, attorneys’ fees and disbursements, that are incurred by Lenders and Administrative Agent in subsection (b) of this Section 2 shall limit or otherwise restrict in any manner connection with the rights, powers Credit Agreement and privileges of any Agent against the Guarantor under any other Loan Document following the Demand Date (collectively, “Post Demand Date Expenses”) shall be recoverable from Guarantor; provided, however, total liability of Guarantor hereunder in respect of the Post Demand Date Expenses shall not exceed an amount equal to which fifty percent (50%) of the total amount of Post Demand Date Expenses. (e) Any amounts due from Guarantor to Administrative Agent or Lenders shall bear interest (i) in the case of amounts payable pursuant to Section 1(a) hereof, from the Demand Date, and (ii) in the case of amounts payable pursuant to Section 1(c) or (d) hereof, from the date that is thirty (30) days after Administrative Agent’s demand therefor, and in the case of all of the foregoing amounts, until such amounts are paid in full at the highest rate then applicable to the Guaranteed Obligations. (f) The Maximum Amount shall be applied to the Guaranteed Obligations as follows: (i) Any payment by the Guarantor hereunder shall first be applied to reduce the aggregate amount of any draws on account of any issued and outstanding LCs which remain unreimbursed on the Demand Date. (ii) Second, to the extent that any LCs remain outstanding on or after the Demand Date, then Guarantor shall do one or more of the following in respect of any such LC: (A) deliver to Administrative Agent cash collateral to secure the reimbursement obligations on account of such LC plus the aggregate amount of Letter of Credit Fees which will be due on account of such outstanding LC until the stated expiry date of such LC, (B) cause one or more back to back letter of credits to be issued to Administrative Agent naming Administrative Agent as beneficiary thereof for and on behalf of the Lenders, in an aggregate amount equal to the aggregate undrawn face amount of such LC; or (C) cause such LC to be cancelled by the beneficiary thereof and returned to the applicable LC Issuer. Guarantor shall be deemed to make a payment hereunder in an amount equal to the amount of cash collateral delivered pursuant to clause (A) above, the face amount of each back to back letter of credit delivered pursuant to clause (B) above and the aggregate undrawn face amount of each LC cancelled and returned to the applicable LC Issuer pursuant to clause (C) above. To the extent there are any draws under any LC or Letter of Credit Fees due thereon on or after the Demand Date, Administrative Agent shall apply the cash collateral delivered pursuant to clause (A) above to satisfy such reimbursement obligations or Letter of Credit Fees, and to the extent that any LC in respect of which Guarantor delivers cash collateral pursuant to clause (A) above expires or is cancelled (in whole or in part), then Administrative Agent shall return such cash collateral to Guarantor (or in the case of a partypartial cancellation, the amount of such partial cancellation). (iii) The remaining portion of the Maximum Amount, shall be applied to the Guaranteed Obligations in the order and manner specified in the Credit Agreement.

Guaranty. (a) The Guarantor Guarantors, jointly and severally, hereby (i) unconditionally and irrevocably, absolutely guaranty to the Collateral Agent, for the benefit of the Collateral Agent, the Purchaser and unconditionally guarantees any other Noteholder the prompt payment by the Borrowerpunctual payment, as and when due and payable (whether payable, by scheduled stated maturity, required prepayment, acceleration, demand acceleration or otherwise), of all Obligations from time to time owing in respect of the Financing Agreement or any other Loan Document, whether for principal, interest (including, without limitation, all interest interest, make-whole, redemption and other amounts that accrues accrue after the commencement of any Insolvency Proceeding with respect to of the BorrowerCompany or any Guarantor, whether or not a claim for postthe payment of such principal, interest, make-filing interest is allowed whole, redemption and/or other amounts are enforceable or are allowable in such proceedingInsolvency Proceeding, and all fees, late fees (as defined in the Notes), feesinterest, premiums, penalties, causes of actions, costs, commissions, expense reimbursements, indemnifications and all other amounts due or otherwise, to become due under the Notes and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to the Borrower other Transaction Documents and (notwithstanding the operation all of the automatic stay under Section 362(a) of the U.S. Bankruptcy Code), and the due performance and observance by the Borrower of its other obligations now or hereafter existing in respect of the Loan Documents (foregoing collectively being the “Guaranteed Obligations”), and (ii) agrees agree to pay any and all costs and expenses (including reasonable and documented counsel fees and expenses) incurred by the Agents and the Lenders Collateral Agent in enforcing any rights under this GuarantyGuaranty or any other Transaction Document. Without limiting the generality of the foregoing, the each Guarantor’s liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower Company to the Agents Collateral Agent or the Purchaser under the Securities Purchase Agreement, the Notes and the Lenders under any Loan other Transaction Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding an Insolvency Proceeding involving any Credit Transaction Party. (b) Notwithstanding anything contained in Each Guarantor, and by its acceptance of this Guaranty, except as provided in clause (ii) the Collateral Agent and the Buyer, hereby confirms that it is the intention of all such Persons that this Section 2(b) Guaranty and Section 2(c)the Guaranteed Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, (x) the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable to this Guaranty and the Guaranteed Obligations of each Guarantor shall not have any liability hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyer and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty for the payment or performance of the Guaranteed Obligations, (y) the Guarantor at any time shall not have any obligation to expend its own funds in the performance of any provision of any Loan Document, and (z) no Agent nor any Lender shall obtain any deficiency judgment against the Guarantor with respect to any of the foregoing; provided, however, that: (i) nothing contained herein shall limit or otherwise restrict (A) any Agent’s or any Lender’s rights and remedies against any of the Collateral under any other Loan Document, either at law or equity, including, without limitation, any rights or remedies with respect be limited to the Equity Interests of the Borrower owned by the Guarantor, (B) the Agent or any Lender from bringing any action, suit or proceeding for specific performance against the Guarantor to perform any obligation imposed on the Guarantor hereunder, (C) recourse to or liability of the Guarantor for any fraud committed by the Guarantor or material misrepresentation by the Guarantor maximum amount as will result in any Loan Document to which the Guarantor is a party, or (D) the obligations of the Guarantor under any Loan Document which obligations are either directly in favor of any Agent or any Lender or have been assigned to any Agent or any Lender, each of which may be enforced by and for the benefit of the Agents and Lenders, and (ii) the Guarantor shall have (A) full liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any act (or omission to act) constituting fraud or willful misconduct on the part of the Guarantor that impairs the Agents’ and the Lenders’ ability to be repaid under the Loan Documents occurs, or (y) the Guarantor authorizes, approves, participates in or assists the Borrower or the Originator in commencing a voluntary or involuntary case under the Bankruptcy Code or any other Insolvency Proceeding, and (B) liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any Collections are not promptly deposited directly into the Collection Account (other than Collections (i) delivered to the Servicer pursuant to the Servicing Agreement or (ii) inadvertently deposited into an account of the Originator or any Affiliate and promptly removed from such account and deposited into the Collection Account); provided, that in the case of this clause (B)(x), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the Collections not promptly deposited directly into the Collection Account or (y) the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or Contingent Collateral Value Policy shall refer any claim to the Collateral Value Insurer or Contingent Collateral Value Insurer knowing the same to be fraudulent and at the time, the Borrower is not owned by a Lender or its Affiliates; provided, that in the case of this clause (B)(y), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such fraudulent claim and shall only arise if the action involved was taken by the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or the Contingent Collateral Value Policy or (z) the applicable Premium Finance Borrower, the Originator or the Borrower ceases to be the legal owner of a Covered Policy (as defined in the Collateral Value Policy or Contingent Collateral Value Policy) and the Guarantor and/or an employee of Imperial and/or its Subsidiaries (collectively, the “Guarantor Responsible Parties”), directly or indirectly, caused, or assisted another Person in, the transfer of legal title of such Covered Policy from the applicable Premium Finance Borrower, the Originator or the Borrower to another Person other than the Collateral Value Insurer or the Contingent Collateral Value Insurer (or Guarantor under this Guaranty not constituting a designee of the Collateral Value Insurer or the Contingent Collateral Value Insurer); provided, that in the case of this clause (B)(z), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such Covered Policy; provided further, and for greater clarity, in the case of this clause (B)(z), any fraudulent transfer or change in legal ownership caused solely by a Person other than a Guarantor Responsible Party that is permitted by the Transaction Documents shall not result in liability or responsibility hereunder for the Guarantorconveyance. (c) Nothing in subsection (b) of this Section 2 shall limit or otherwise restrict in any manner the rights, powers and privileges of any Agent against the Guarantor under any other Loan Document to which the Guarantor is a party.

Guaranty. (a) The Guarantor hereby (i) Each Guarantor, jointly and severally, irrevocably, absolutely and unconditionally un-conditionally guarantees as a primary obligor and not merely as surety to the prompt Lender Creditors the full payment by the Borrower, as and when due and payable (whether by scheduled at stated maturity, required prepayment, acceleration, demand by acceleration or otherwise), ) of all Obligations from time to time owing in respect of the Financing Agreement or any other Loan Documentobligations, whether for liabilities and indebtedness (including, without limitation, principal, premium, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding with respect case, proceeding or other action relating to the Borrowerbankruptcy, insolvency, reorganization or similar proceeding of the Borrower or any Guarantor at the rate provided for in the respective documentation, whether or not a claim for post-filing petition interest is allowed in any such proceeding), fees, commissionscosts, expense reimbursements, indemnifications or otherwise, expenses and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to the Borrower (notwithstanding the operation of the automatic stay under Section 362(aindemnities) of the U.S. Bankruptcy Code)Borrower or such Guarantor to the Lender Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with, each Credit Document to which the Borrower or such Guarantor is a party (including, without limitation, all such obligations, liabilities and indebtedness of such Guarantor under this Guaranty) and the due performance and observance compliance by the Borrower of its other obligations now or hereafter existing in respect such Guarantor with all of the Loan Documents terms, conditions and agreements contained in each such Credit Document (all such obligations, liabilities and indebtedness being herein collectively called the “"Guaranteed Obligations”"). Each Guarantor understands, agrees and (ii) agrees confirms that the Lender Creditors may enforce this Guaranty up to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents and the Lenders in enforcing any rights under this Guaranty. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part full amount of the Guaranteed Obligations and would be owed by against such Guarantor without proceeding against any other Guarantor or the Borrower to for the Agents and the Lenders Guaranteed Obligations, or under any Loan Document but for other guaranty covering all or a portion of the fact that they are unenforceable or Guaranteed Obligations. This Guaranty is a guaranty of prompt payment and not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Credit Partycollection. (b) Notwithstanding anything contained in this GuarantyAdditionally, except as provided in clause (ii) of this Section 2(b) each Guarantor, jointly and Section 2(c)severally, (x) the Guarantor shall not have any liability under this Guaranty for unconditionally, absolutely and irrevocably, guarantees the payment of any and all Guaranteed Obligations whether or performance not due or payable by the Borrower upon the occurrence in respect of the Guaranteed Obligations, (y) the Guarantor shall not have any obligation to expend its own funds in the performance Borrower of any provision of any Loan Document, and (z) no Agent nor any Lender shall obtain any deficiency judgment against the Guarantor with respect to any of the foregoing; provided, however, that: (i) nothing contained herein shall limit or otherwise restrict (A) any Agent’s or any Lender’s rights and remedies against any events specified in Section 10.05 of the Collateral under any other Loan DocumentCredit Agreement, either at law or equityand unconditionally, includingabsolutely and irrevocably, without limitationjointly and severally, any rights or remedies with respect promises to pay such Guaranteed Obligations to the Equity Interests Lender Creditors, or to the order of the Borrower owned by the GuarantorLender Creditors, (B) the Agent or any Lender from bringing any action, suit or proceeding for specific performance against the Guarantor to perform any obligation imposed on the Guarantor hereunder, (C) recourse to or liability of the Guarantor for any fraud committed by the Guarantor or material misrepresentation by the Guarantor in any Loan Document to which the Guarantor is a party, or (D) the obligations of the Guarantor under any Loan Document which obligations are either directly in favor of any Agent or any Lender or have been assigned to any Agent or any Lender, each of which may be enforced by and for the benefit of the Agents and Lenders, and (ii) the Guarantor shall have (A) full liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any act (or omission to act) constituting fraud or willful misconduct on the part of the Guarantor that impairs the Agents’ and the Lenders’ ability to be repaid under the Loan Documents occurs, or (y) the Guarantor authorizes, approves, participates in or assists the Borrower or the Originator in commencing a voluntary or involuntary case under the Bankruptcy Code or any other Insolvency Proceeding, and (B) liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any Collections are not promptly deposited directly into the Collection Account (other than Collections (i) delivered to the Servicer pursuant to the Servicing Agreement or (ii) inadvertently deposited into an account of the Originator or any Affiliate and promptly removed from such account and deposited into the Collection Account); provided, that in the case of this clause (B)(x), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the Collections not promptly deposited directly into the Collection Account or (y) the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or Contingent Collateral Value Policy shall refer any claim to the Collateral Value Insurer or Contingent Collateral Value Insurer knowing the same to be fraudulent and at the time, the Borrower is not owned by a Lender or its Affiliates; provided, that in the case of this clause (B)(y), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such fraudulent claim and shall only arise if the action involved was taken by the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or the Contingent Collateral Value Policy or (z) the applicable Premium Finance Borrower, the Originator or the Borrower ceases to be the legal owner of a Covered Policy (as defined in the Collateral Value Policy or Contingent Collateral Value Policy) and the Guarantor and/or an employee of Imperial and/or its Subsidiaries (collectively, the “Guarantor Responsible Parties”), directly or indirectly, caused, or assisted another Person in, the transfer of legal title of such Covered Policy from the applicable Premium Finance Borrower, the Originator or the Borrower to another Person other than the Collateral Value Insurer or the Contingent Collateral Value Insurer (or a designee of the Collateral Value Insurer or the Contingent Collateral Value Insurer); provided, that in the case of this clause (B)(z), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such Covered Policy; provided further, and for greater clarity, in the case of this clause (B)(z), any transfer or change in legal ownership caused solely by a Person other than a Guarantor Responsible Party that is permitted by the Transaction Documents shall not result in liability or responsibility hereunder for the Guarantorafter written demand. (c) Nothing in subsection (b) of this Section 2 shall limit or otherwise restrict in any manner the rights, powers and privileges of any Agent against the Guarantor under any other Loan Document to which the Guarantor is a party.

Guaranty. (a) To induce the Lender to extend credit to the Borrower pursuant to the Loan Agreement, the Guarantor hereby irrevocably and unconditionally guarantees to the Lender, its successors and assigns (i) the full and prompt payment when due, whether by acceleration or otherwise, with such interest as may accrue thereon either before or after maturity thereof, of all of the Obligations, including, without limitation, the Revolving Loans, together with all renewals, modifications, consolidations, and extensions thereof (ii) the full and prompt payment and performance of all terms, conditions and covenants contained in the Loan Agreement and (iii) the full and prompt performance of any and all other obligations of the Borrower under any other documents or instruments referred to in the Loan Agreement or now or hereafter evidencing, securing, or otherwise relating to the Obligations or the Loan Documents. The Guarantor hereby (i) irrevocablyagrees that if any of the Obligations or other monetary obligations, absolutely duties and unconditionally guarantees the prompt payment covenants are not paid by the Borrower, as Borrower in accordance with their respective terms or if any and when all sums which are now or may hereafter become due and payable (whether by scheduled maturity, required prepayment, acceleration, demand from the Borrower to the Lender under or otherwise), of all Obligations from time pursuant to time owing in respect any of the Financing Agreement Obligations or any other the Loan DocumentDocuments are not paid by the Borrower in accordance with their terms, whether for principal, interest the Guarantor will immediately make such payments. The Guarantor hereby further agrees to pay the Lender all reasonable expenses (including, without limitation, all interest that accrues after reasonable attorneys' fees and court costs) paid or incurred by the commencement Lender in endeavoring (x) to collect any indebtedness evidenced by any of the Obligations or the Loan Documents, or any Insolvency Proceeding with respect portion thereof (y) to enforce any of the Borrower, whether or not a claim for post-filing interest is allowed in such proceeding), fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement Obligations of any Insolvency Proceeding with respect to the Borrower guaranteed hereby, or (notwithstanding z) to enforce this Guaranty. This Guaranty shall be a continuing Guaranty of all the operation Obligations and all of the automatic stay under Section 362(a) other obligations, duties and covenants of the U.S. Bankruptcy Code), Borrower created pursuant to any and the due performance and observance by the Borrower of its other obligations now or hereafter existing in respect all of the Loan Documents (the “Guaranteed Obligations”), and (ii) agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents and the Lenders in enforcing any rights under this Guaranty. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Agents and the Lenders under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Credit Party. (b) Notwithstanding anything contained in this Guaranty, except as provided in clause (ii) of this Section 2(b) and Section 2(c), (x) the Guarantor shall not have any liability under this Guaranty for the payment or performance of the Guaranteed Obligations, (y) the Guarantor shall not have any obligation to expend its own funds in the performance of any provision of any Loan Document, and (z) no Agent nor any Lender shall obtain any deficiency judgment against the Guarantor with respect to any of the foregoing; provided, however, that: (i) nothing contained herein shall limit or otherwise restrict (A) any Agent’s or any Lender’s rights and remedies against any of the Collateral under any other Loan Document, either at law or equityDocuments, including, without limitation, any rights and all advances, debts, obligations, covenants and liabilities heretofore, now or remedies hereafter made, incurred or created under and pursuant to any of the Loan Documents whether voluntary or involuntary, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such obligations, duties and covenants may be or hereafter become unenforceable. (b) As an additional inducement to the Lender to extend credit to the Borrower, the Guarantor, if a stockholder of the Borrower, hereby covenants and agrees not to transfer, assign, sell, convey or otherwise dispose of, grant any option, warrant or other right with respect to to, pledge, hypothecate or otherwise encumber any of the Equity Interests capital stock of the Borrower now or hereafter owned by the Guarantor, (B) Guarantor without the Agent or any Lender from bringing any action, suit or proceeding for specific performance against the Guarantor to perform any obligation imposed on the Guarantor hereunder, (C) recourse to or liability prior written consent of the Guarantor for any fraud committed by the Guarantor or material misrepresentation by the Guarantor in any Loan Document to which the Guarantor is a party, or (D) the obligations of the Guarantor under any Loan Document which obligations are either directly in favor of any Agent or any Lender or have been assigned to any Agent or any Lender, each of which may consent will not be enforced by and for the benefit of the Agents and Lenders, and (ii) the Guarantor shall have (A) full liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any act (or omission to act) constituting fraud or willful misconduct on the part of the Guarantor that impairs the Agents’ and the Lenders’ ability to be repaid under the Loan Documents occurs, or (y) the Guarantor authorizes, approves, participates in or assists the Borrower or the Originator in commencing a voluntary or involuntary case under the Bankruptcy Code or any other Insolvency Proceeding, and (B) liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any Collections are not promptly deposited directly into the Collection Account (other than Collections (i) delivered to the Servicer pursuant to the Servicing Agreement or (ii) inadvertently deposited into an account of the Originator or any Affiliate and promptly removed from such account and deposited into the Collection Account); provided, that in the case of this clause (B)(x), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the Collections not promptly deposited directly into the Collection Account or (y) the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or Contingent Collateral Value Policy shall refer any claim to the Collateral Value Insurer or Contingent Collateral Value Insurer knowing the same to be fraudulent and at the time, the Borrower is not owned by a Lender or its Affiliates; provided, that in the case of this clause (B)(y), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such fraudulent claim and shall only arise if the action involved was taken by the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or the Contingent Collateral Value Policy or (z) the applicable Premium Finance Borrower, the Originator or the Borrower ceases to be the legal owner of a Covered Policy (as defined in the Collateral Value Policy or Contingent Collateral Value Policy) and the Guarantor and/or an employee of Imperial and/or its Subsidiaries (collectively, the “Guarantor Responsible Parties”), directly or indirectly, caused, or assisted another Person in, the transfer of legal title of such Covered Policy from the applicable Premium Finance Borrower, the Originator or the Borrower to another Person other than the Collateral Value Insurer or the Contingent Collateral Value Insurer (or a designee of the Collateral Value Insurer or the Contingent Collateral Value Insurer); provided, that in the case of this clause (B)(z), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such Covered Policy; provided further, and for greater clarity, in the case of this clause (B)(z), any transfer or change in legal ownership caused solely by a Person other than a Guarantor Responsible Party that is permitted by the Transaction Documents shall not result in liability or responsibility hereunder for the Guarantorunreasonably withheld. (c) Nothing in subsection (b) of this Section 2 shall limit or otherwise restrict in any manner the rights, powers and privileges of any Agent against the Guarantor under any other Loan Document to which the Guarantor is a party.

Guaranty. Seller Guarantor hereby irrevocably and unconditionally guarantees (a) The Guarantor hereby (i) irrevocablythe full, absolutely complete, and unconditionally guarantees the prompt payment timely performance by the Borrower, as and when due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), Seller of all Obligations from time to time owing in respect of the Financing Agreement or any Seller's obligations under the Purchase and Sale Agreement, the Consent and Agreement, and the other Loan Documentdocuments executed and delivered by Seller in connection with the Closing of the transactions contemplated thereunder (collectively, the "Closing Documents"), whether for principalthe payment of money, interest (including, without limitation, all interest that accrues after the commencement making of any Insolvency Proceeding with respect to the Borrower, whether or not a claim for post-filing interest is allowed in such proceeding), fees, commissions, expense reimbursements, indemnifications representations and warranties or otherwise, and whether accruing before or subsequent to (b) the commencement payment of any Insolvency Proceeding with respect to the Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the U.S. Bankruptcy Code), and the due performance and observance by the Borrower of its other obligations now or hereafter existing in respect of the Loan Documents (the “Guaranteed Obligations”), and (ii) agrees to pay any and all damages arising under the Closing Documents together with all reasonable out-of-pocket expenses (including reasonable counsel attorneys' fees and expenses) incurred by the Agents and the Lenders Purchaser in enforcing any rights under this Guaranty. Without limiting Seller Guarantor agrees that in the generality event that Seller fails to pay or perform any of its obligations to Purchaser under the Closing Documents, as each may from time to time be amended (the "Guaranteed Obligations"), then Seller Guarantor will pay or perform such Guaranteed Obligations in the place and stead of Seller and to the full extent that Seller is obligated to pay or perform such Guaranteed Obligations. In the event Seller becomes obligated to pay or perform any Guaranteed Obligations and fails to timely pay or perform such obligations in accordance with the terms of the foregoingPurchase Agreement and the Closing Documents, the Guarantor’s liability shall extend then Purchaser may provide written notice to all amounts Seller Guarantor demanding that constitute part of Seller Guarantor either cause Seller to pay or perform the Guaranteed Obligations or to pay or perform such Guaranteed Obligations in the place and would be owed by the Borrower to the Agents and the Lenders under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence stead of a bankruptcy, reorganization or similar proceeding involving any Credit Party. (b) Notwithstanding anything contained in this Guaranty, except as provided in clause (ii) of this Section 2(b) and Section 2(c), (x) the Guarantor Seller. Seller Guarantor's aggregate liability hereunder shall not have any liability under this Guaranty for the payment or performance of the Guaranteed Obligations, (y) the Guarantor shall not have any obligation to expend its own funds in the performance of any provision of any Loan Document, and (z) no Agent nor any Lender shall obtain any deficiency judgment against the Guarantor with respect to any of the foregoingexceed U.S. $5,000,000; provided, however, that: (i) nothing contained herein shall limit or otherwise restrict (A) any Agent’s or any Lender’s rights and remedies against any of the Collateral under any other Loan Document, either at law or equity, including, without limitation, any rights or remedies that Seller Guarantor's aggregate liability hereunder with respect to the Equity Interests Sections 2.1 and 4.3 of the Borrower owned by the Guarantor, (B) the Agent or any Lender from bringing any action, suit or proceeding for specific performance against the Guarantor to perform any obligation imposed on the Guarantor hereunder, (C) recourse to or liability of the Guarantor for any fraud committed by the Guarantor or material misrepresentation by the Guarantor in any Loan Document to which the Guarantor is a party, or (D) the obligations of the Guarantor under any Loan Document which obligations are either directly in favor of any Agent or any Lender or have been assigned to any Agent or any Lender, each of which may Purchase and Sale Agreement shall be enforced by and for the benefit of the Agents and Lenders, and (ii) the Guarantor shall have (A) full liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any act (or omission to act) constituting fraud or willful misconduct on the part of the Guarantor that impairs the Agents’ and the Lenders’ ability to be repaid under the Loan Documents occurs, or (y) the Guarantor authorizes, approves, participates in or assists the Borrower or the Originator in commencing a voluntary or involuntary case under the Bankruptcy Code or any other Insolvency Proceeding, and (B) liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any Collections are not promptly deposited directly into the Collection Account (other than Collections (i) delivered to the Servicer pursuant to the Servicing Agreement or (ii) inadvertently deposited into an account of the Originator or any Affiliate and promptly removed from such account and deposited into the Collection Account); provided, that in the case of this clause (B)(x), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the Collections not promptly deposited directly into the Collection Account or (y) the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or Contingent Collateral Value Policy shall refer any claim to the Collateral Value Insurer or Contingent Collateral Value Insurer knowing the same to be fraudulent and at the time, the Borrower is not owned by a Lender or its Affiliates; provided, that in the case of this clause (B)(y), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such fraudulent claim and shall only arise if the action involved was taken by the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or the Contingent Collateral Value Policy or (z) the applicable Premium Finance Borrower, the Originator or the Borrower ceases to be the legal owner of a Covered Policy (as defined in the Collateral Value Policy or Contingent Collateral Value Policy) and the Guarantor and/or an employee of Imperial and/or its Subsidiaries (collectively, the “Guarantor Responsible Parties”), directly or indirectly, caused, or assisted another Person in, the transfer of legal title of such Covered Policy from the applicable Premium Finance Borrower, the Originator or the Borrower to another Person other than the Collateral Value Insurer or the Contingent Collateral Value Insurer (or a designee of the Collateral Value Insurer or the Contingent Collateral Value Insurer); provided, that in the case of this clause (B)(z), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such Covered Policy; provided further, and for greater clarity, in the case of this clause (B)(z), any transfer or change in legal ownership caused solely by a Person other than a Guarantor Responsible Party that is permitted by the Transaction Documents shall not result in liability or responsibility hereunder for the Guarantorunlimited. (c) Nothing in subsection (b) of this Section 2 shall limit or otherwise restrict in any manner the rights, powers and privileges of any Agent against the Guarantor under any other Loan Document to which the Guarantor is a party.

Guaranty. (a) The Parent Guarantor hereby unconditionally and irrevocably: (i) irrevocablyguarantees to the Security Trustee for the account of the Creditors, absolutely as a primary obligor and unconditionally guarantees the prompt not merely as a surety, punctual payment and performance by the Borrower, as Borrower and when due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), each other Credit Party of all Obligations from time to time owing in respect their respective payment and performance obligations under the Transaction Documents; (ii) undertakes with the Security Trustee on behalf of the Financing Agreement Creditors that whenever the Borrower or any other Loan Document, Credit Party does not pay any amount (whether for principal, interest interest, fees, expenses or otherwise) when due (includingwhether at stated maturity, by acceleration or otherwise) under or in connection with any Transaction Document, the Parent Guarantor shall immediately on demand pay that amount as if it were the primary obligor; and (iii) agrees with the Security Trustee on behalf of the Creditors that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Creditor immediately on demand against any cost, loss or liability it incurs as a result of the Borrower or any other Credit Party not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Transaction Document on the date when it would have been due. The amount payable by such Parent Guarantor under this indemnity will not exceed the amount it would have had to pay under this Guaranty if the amount claimed had been recoverable on the basis of a guarantee (all obligations referred to in clauses (i) through (iii) above are herein referred to as the “Obligations”). (b) This Guaranty is a guaranty of payment and not of collection and the Parent Guarantor expressly agrees that it shall not be necessary or required that any of the Creditors exercise any right, assert any claim or demand or enforce any remedy whatsoever against the Borrower or any of the other Credit Parties or any other Person before or as a condition to the obligations of the Parent Guarantor hereunder. This Guaranty is a primary obligation of the Parent Guarantor and shall be an absolute, unconditional, present, and continuing obligation and shall not be subject to any counterclaim, setoff, deduction, diminution, abatement, recoupment, suspension, deferment, reduction, or defense based on any claim the Parent Guarantor or any other person may have against the Borrower, any of the Credit Parties or any other person, and shall not be released, discharged or affected by any circumstance whatsoever, including without limitation: (a) the unenforceability, all interest that accrues after invalidity, irregularity or lack of genuineness of the commencement Credit Agreement, the Notes, any other Transaction Document or any of the obligations under the Credit Agreement, the Notes and the other Transaction Documents; (b) any amendment, modification, termination, or removal of, or addition or supplement to, the Credit Agreement, the Notes or any other Transaction Document, or any change in time, manner, or place of payment or performance of any Insolvency Proceeding Obligation; (c) any assignment, mortgage, release, exchange, addition, or transfer of any Collateral; (d) any failure, refusal, omission or delay on the part of the Borrower, any of the Credit Parties or any other Person to conform or comply with any term of the Credit Agreement, the Notes or any other Transaction Document or any other agreement; (e) any waiver, consent, extension, indulgence, surrender, settlement, subordination, release, compromise, or other agreement, or the exercise or non-exercise of any right or remedy thereunder, with or without consideration; (f) the occurrence and/or continuance of any bankruptcy, insolvency, reorganization, liquidation, arrangement, adjustment of debt, relief of debtors, dissolution, or similar proceeding with respect to the Borrower, whether or not a claim for post-filing interest is allowed in such proceeding), fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to the Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the U.S. Bankruptcy Code), and the due performance and observance by the Borrower of its other obligations now or hereafter existing in respect of the Loan Documents (the “Guaranteed Obligations”), and (ii) agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents and the Lenders in enforcing any rights under this Guaranty. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Agents and the Lenders under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Credit Party. (b) Notwithstanding anything contained in this Guaranty, except as provided in clause (ii) of this Section 2(b) and Section 2(c), (x) the Guarantor shall not have any liability under this Guaranty for the payment or performance of the Guaranteed Obligations, (y) the Guarantor shall not have any obligation to expend its own funds in the performance of any provision of any Loan Document, and (z) no Agent nor any Lender shall obtain any deficiency judgment against the Guarantor with respect to any of the foregoingCredit Parties, or any other Person, including without limitation any modification of the Borrower’s obligations under the Credit Agreement, the Notes or any other Transaction Document in connection with any such proceeding; provided(g) any defect in the title, howevercondition, that: compliance with specifications, design, operation, or fitness for use of, or any damage to or loss of, or governmental prohibition or restriction, condemnation, requisition, or seizure of, any Collateral for any reason; (h) any merger, consolidation, restructuring, termination of existence, sale of assets, or change in the ownership of any membership interests or shares of capital stock of either of the Borrower or the Parent Guarantor; (i) nothing contained herein shall limit any present or otherwise restrict future law, regulation, or order in any jurisdiction (Awhether of right or in fact) any Agent’s or any Lender’s agency thereof affecting any term of any Obligation or any rights and remedies against of any of the Collateral under any other Loan Document, either at law or equityCreditors with respect thereto, including, without limitation, any rights law, regulation or remedies with respect order purporting to vary the Equity Interests terms of payment or to restrict the right or power of the Borrower owned by or of the Guarantor, (B) the Agent or any Lender from bringing any action, suit or proceeding for specific performance against the Parent Guarantor to perform make payment of its Obligations to the Creditors; or (j) any obligation imposed on the Guarantor hereunder, (C) recourse to or liability of the Guarantor for any fraud committed by the Guarantor or material misrepresentation by the Guarantor in any Loan Document to other circumstances whatsoever which the Guarantor is might otherwise constitute a partydefense available to, or (D) the obligations of the Guarantor under any Loan Document which obligations are either directly in favor of any Agent or any Lender or have been assigned to any Agent or any Lendera discharge of, each of which may be enforced by and for the benefit of the Agents and Lenders, and (ii) the Guarantor shall have (A) full liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any act (or omission to act) constituting fraud or willful misconduct on the part of the Guarantor that impairs the Agents’ and the Lenders’ ability to be repaid under the Loan Documents occurs, or (y) the Guarantor authorizes, approves, participates in or assists the Borrower or the Originator in commencing a voluntary or involuntary case under the Bankruptcy Code or any other Insolvency Proceeding, and (B) liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any Collections are not promptly deposited directly into the Collection Account (other than Collections (i) delivered to the Servicer pursuant to the Servicing Agreement or (ii) inadvertently deposited into an account of the Originator or any Affiliate and promptly removed from such account and deposited into the Collection Account); provided, that in the case of this clause (B)(x), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the Collections not promptly deposited directly into the Collection Account or (y) the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or Contingent Collateral Value Policy shall refer any claim to the Collateral Value Insurer or Contingent Collateral Value Insurer knowing the same to be fraudulent and at the time, the Borrower is not owned by a Lender or its Affiliates; provided, that in the case of this clause (B)(y), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such fraudulent claim and shall only arise if the action involved was taken by the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or the Contingent Collateral Value Policy or (z) the applicable Premium Finance Borrower, the Originator or the Borrower ceases to be the legal owner of a Covered Policy (as defined in the Collateral Value Policy or Contingent Collateral Value Policy) and the Guarantor and/or an employee of Imperial and/or its Subsidiaries (collectively, the “Guarantor Responsible Parties”), directly or indirectly, caused, or assisted another Person in, the transfer of legal title of such Covered Policy from the applicable Premium Finance Borrower, the Originator or the Borrower to another Person other than the Collateral Value Insurer or the Contingent Collateral Value Insurer (or a designee of the Collateral Value Insurer or the Contingent Collateral Value Insurer); provided, that in the case of this clause (B)(z), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such Covered Policy; provided further, and for greater clarity, in the case of this clause (B)(z), any transfer or change in legal ownership caused solely by a Person other than a Guarantor Responsible Party that is permitted by the Transaction Documents shall not result in liability or responsibility hereunder for the Parent Guarantor. (c) Nothing in subsection (b) of this Section 2 shall limit or otherwise restrict in any manner the rights, powers and privileges of any Agent against the Guarantor under any other Loan Document to which the Guarantor is a party.

Guaranty. (a) The Guarantor hereby (i) irrevocablyabsolutely, absolutely unconditionally and unconditionally irrevocably guarantees for the Guaranteed Parties, and their respective successors, endorsees, transferees and assigns, the full and prompt payment by the Borrower, as and when due and payable (whether by scheduled at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise), of all Obligations from time to time owing in respect ) and performance of the Financing indebtedness, liabilities and other obligations of the Borrower to the Guaranteed Parties under or in connection with the Credit Agreement or and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all fees due under the Credit Agreement and all other amounts payable by the Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include any and all advances, debts, obligations and liabilities, whether for principalnow existing or hereafter arising, interest (includingwhether voluntary or involuntary and whether due or not due, without limitationabsolute or contingent, all liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any Debtor Relief Law, and including interest that accrues after the commencement by or against the Borrower or any Affiliate thereof of any Insolvency Proceeding with respect to proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtedness, liabilities and other obligations of the Borrower, whether and all other indebtedness, liabilities and obligations to be paid or not a claim for post-filing interest is allowed performed by the Guarantor in such proceedingconnection with this Guaranty (including any and all amounts due under Section 16), fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent shall hereinafter be collectively referred to the commencement of any Insolvency Proceeding with respect to the Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the U.S. Bankruptcy Code), and the due performance and observance by the Borrower of its other obligations now or hereafter existing in respect of the Loan Documents (as the “Guaranteed Obligations.”), and (ii) agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents and the Lenders in enforcing any rights under this Guaranty. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Agents and the Lenders under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Credit Party. (b) Notwithstanding anything contained in this Guaranty, except as provided in clause (ii) of this Section 2(b) and Section 2(c), (x) the Guarantor shall not have any liability under this Guaranty for the payment or performance of the Guaranteed Obligations, (y) the Guarantor shall not have any obligation to expend its own funds in the performance of any provision of any Loan Document, and (z) no Agent nor any Lender shall obtain any deficiency judgment against the Guarantor with respect to any of the foregoing; provided, however, that: (i) nothing contained herein shall limit or otherwise restrict (A) any Agent’s or any Lender’s rights and remedies against any of the Collateral under any other Loan Document, either at law or equity, including, without limitation, any rights or remedies with respect to the Equity Interests of the Borrower owned by the Guarantor, (B) the Agent or any Lender from bringing any action, suit or proceeding for specific performance against the Guarantor to perform any obligation imposed on the Guarantor hereunder, (C) recourse to or liability of the Guarantor for any fraud committed by the Guarantor or material misrepresentation by the Guarantor in any Loan Document to which the Guarantor is a party, or (D) the obligations of the Guarantor under any Loan Document which obligations are either directly in favor of any Agent or any Lender or have been assigned to any Agent or any Lender, each of which may be enforced by and for the benefit of the Agents and Lenders, and (ii) the Guarantor shall have (A) full liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any act (or omission to act) constituting fraud or willful misconduct on the part of the Guarantor that impairs the Agents’ and the Lenders’ ability to be repaid under the Loan Documents occurs, or (y) the Guarantor authorizes, approves, participates in or assists the Borrower or the Originator in commencing a voluntary or involuntary case under the Bankruptcy Code or any other Insolvency Proceeding, and (B) liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any Collections are not promptly deposited directly into the Collection Account (other than Collections (i) delivered to the Servicer pursuant to the Servicing Agreement or (ii) inadvertently deposited into an account of the Originator or any Affiliate and promptly removed from such account and deposited into the Collection Account); provided, that in the case of this clause (B)(x), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the Collections not promptly deposited directly into the Collection Account or (y) the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or Contingent Collateral Value Policy shall refer any claim to the Collateral Value Insurer or Contingent Collateral Value Insurer knowing the same to be fraudulent and at the time, the Borrower is not owned by a Lender or its Affiliates; provided, that in the case of this clause (B)(y), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such fraudulent claim and shall only arise if the action involved was taken by the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or the Contingent Collateral Value Policy or (z) the applicable Premium Finance Borrower, the Originator or the Borrower ceases to be the legal owner of a Covered Policy (as defined in the Collateral Value Policy or Contingent Collateral Value Policy) and the Guarantor and/or an employee of Imperial and/or its Subsidiaries (collectively, the “Guarantor Responsible Parties”), directly or indirectly, caused, or assisted another Person in, the transfer of legal title of such Covered Policy from the applicable Premium Finance Borrower, the Originator or the Borrower to another Person other than the Collateral Value Insurer or the Contingent Collateral Value Insurer (or a designee of the Collateral Value Insurer or the Contingent Collateral Value Insurer); provided, that in the case of this clause (B)(z), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such Covered Policy; provided further, and for greater clarity, in the case of this clause (B)(z), any transfer or change in legal ownership caused solely by a Person other than a Guarantor Responsible Party that is permitted by the Transaction Documents shall not result in liability or responsibility hereunder for the Guarantor. (c) Nothing in subsection (b) of this Section 2 shall limit or otherwise restrict in any manner the rights, powers and privileges of any Agent against the Guarantor under any other Loan Document to which the Guarantor is a party.

Guaranty. (a) The Guarantor hereby (i) irrevocably, absolutely unconditionally and unconditionally irrevocably guarantees to Lender the full and prompt payment by the Borrowerwhen due, as and when due and payable (whether by scheduled at stated maturity, by required prepayment, upon acceleration, demand or otherwise), and at all times thereafter, of the Guaranteed Obligations (as hereafter defined) and the punctual performance of all Obligations from time to time owing in respect of the Financing Agreement terms contained in the documents executed by Borrower in favor of Lender in connection with the Guaranteed Obligations. This Guaranty is a guaranty of payment and performance and is not merely a guaranty of collection. As used herein, the term “Guaranteed Obligations” means any and all existing and future indebtedness, obligations, and liabilities of every kind, nature and character, direct or any other Loan Documentindirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest (includinginterest, without limitationpremiums, all interest that accrues after fees indemnities, damages, costs, expenses or otherwise, of Borrower to the commencement Lender arising under the Agreement and any instruments, agreements or other documents of any Insolvency Proceeding kind or nature now or hereafter executed in connection with the Agreement with respect to the Borrowerany loan or letter of credit thereunder (including all renewals, whether or not a claim for post-filing interest is allowed in such proceeding)extensions, feesamendments, commissions, expense reimbursements, indemnifications or otherwise, refinancings and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to the Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the U.S. Bankruptcy Code), and the due performance and observance by the Borrower of its other obligations now or hereafter existing in respect of the Loan Documents (the “Guaranteed Obligations”), and (ii) agrees to pay any modifications thereof and all expenses (including costs, reasonable counsel attorneys’ fees and expenses) expenses incurred by the Agents and Lender in connection with the Lenders in enforcing any rights under this Guarantycollection or enforcement thereof). Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations shall include any such indebtedness, obligations, and would be owed by the liabilities of Borrower to the Agents Lender arising under the Agreement and the Lenders under any Loan Document but for the fact that they are unenforceable instruments, agreements or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Credit Party. (b) Notwithstanding anything contained in this Guaranty, except as provided in clause (ii) of this Section 2(b) and Section 2(c), (x) the Guarantor shall not have any liability under this Guaranty for the payment or performance of the Guaranteed Obligations, (y) the Guarantor shall not have any obligation to expend its own funds in the performance other documents of any provision of any Loan Document, and (z) no Agent nor any Lender shall obtain any deficiency judgment against kind or nature now or hereafter executed in connection with the Guarantor Agreement with respect to any loan or letter of the foregoing; providedcredit thereunder (including all renewals, howeverextensions, that: (iamendments, refinancings and other modifications thereof) nothing contained herein which may be or hereafter become unenforceable or shall limit be an allowed or otherwise restrict (A) any Agent’s or any Lender’s rights and remedies against any of the Collateral disallowed claim under any other Loan Document, either at law proceeding or equity, including, without limitation, any rights case commenced by or remedies with respect to the Equity Interests of the Borrower owned by the Guarantor, (B) the Agent or any Lender from bringing any action, suit or proceeding for specific performance against the Guarantor to perform or Borrower under the Bankruptcy Code (Title 11, United States Code), any obligation imposed on successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the Guarantor hereunderbenefit of creditors, (C) recourse to moratorium, rearrangement, receivership, insolvency, reorganization, or liability similar debtor relief laws of the Guarantor for United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and shall include interest that accrues after the commencement by or against Borrower of any fraud committed by proceeding under any Debtor Relief Laws. Anything contained herein to the Guarantor or material misrepresentation by the Guarantor in any Loan Document to which the Guarantor is a partycontrary notwithstanding, or (D) the obligations of the Guarantor under hereunder at any Loan Document which obligations are either directly in favor of any Agent or any Lender or have been assigned time shall be limited to any Agent or any Lender, each of which may be enforced by and for an aggregate amount equal to the benefit of the Agents and Lenders, and (ii) the Guarantor shall have (A) full liability and responsibility for the Guaranteed Obligations and other largest amount that would not render its obligations hereunder if (x) any act (subject to avoidance as a fraudulent transfer or omission to act) constituting fraud or willful misconduct on the part conveyance under Section 548 of the Guarantor that impairs the Agents’ and the Lenders’ ability to be repaid under the Loan Documents occurs, or (y) the Guarantor authorizes, approves, participates in or assists the Borrower or the Originator in commencing a voluntary or involuntary case under the Bankruptcy Code (Title 11, United States Code) or any other Insolvency Proceeding, and (B) liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any Collections are not promptly deposited directly into the Collection Account (other than Collections (i) delivered to the Servicer pursuant to the Servicing Agreement or (ii) inadvertently deposited into an account of the Originator or any Affiliate and promptly removed from such account and deposited into the Collection Account); provided, that in the case of this clause (B)(x), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the Collections not promptly deposited directly into the Collection Account or (y) the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or Contingent Collateral Value Policy shall refer any claim to the Collateral Value Insurer or Contingent Collateral Value Insurer knowing the same to be fraudulent and at the time, the Borrower is not owned by a Lender or its Affiliates; provided, that in the case of this clause (B)(y), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such fraudulent claim and shall only arise if the action involved was taken by the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or the Contingent Collateral Value Policy or (z) the applicable Premium Finance Borrower, the Originator or the Borrower ceases to be the legal owner of a Covered Policy (as defined in the Collateral Value Policy or Contingent Collateral Value Policy) and the Guarantor and/or an employee of Imperial and/or its Subsidiaries (collectively, the “Guarantor Responsible Parties”), directly or indirectly, caused, or assisted another Person in, the transfer of legal title of such Covered Policy from the applicable Premium Finance Borrower, the Originator or the Borrower to another Person other than the Collateral Value Insurer or the Contingent Collateral Value Insurer (or a designee of the Collateral Value Insurer or the Contingent Collateral Value Insurer); provided, that in the case of this clause (B)(z), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such Covered Policy; provided further, and for greater clarity, in the case of this clause (B)(z), any transfer or change in legal ownership caused solely by a Person other than a Guarantor Responsible Party that is permitted by the Transaction Documents shall not result in liability or responsibility hereunder for the Guarantor. (c) Nothing in subsection (b) of this Section 2 shall limit or otherwise restrict in any manner the rights, powers and privileges comparable provisions of any Agent against the Guarantor under any other Loan Document to which the Guarantor is a partysimilar federal or state law.

Guaranty. (a) The Guarantor Each Borrower hereby unconditionally guarantees to the Lenders, the Issuing Bank and the Agent and their respective successors and assigns and the subsequent holders of the Notes, irrespective of the validity and enforceability of this Agreement, the Notes, or the other Loan Documents or the obligations of any other Borrower or other guarantor thereunder, the value or sufficiency of any Collateral or any other circumstance that might otherwise affect the liability of a guarantor, that: (i) irrevocablythe principal of and interest on the Loans made to any other Borrower, absolutely any Note executed by any other Borrower, and unconditionally guarantees the prompt payment all other obligations of any other Borrower arising from, in connection with or related to any Loan to such other Borrower, including, without limitation, breakage costs pursuant to SECTION 4.4 hereof, taxes, fees, and any and all reasonable expenses which may be incurred by the Agent, the Issuing Bank or any Lender in enforcing or collecting any rights arising in connection with such Loans (collectively, the "Borrower Loan Obligations"), shall be promptly paid in full when due, whether at stated maturity, by acceleration or otherwise, in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Note executed by any other Borrower, as and or any of such Borrower Loan Obligations, the same shall be promptly paid in full when due and payable (in accordance with the terms of the extension or renewal, whether by scheduled at stated maturity, required prepaymentby acceleration or otherwise. Failing payment when due of any amount so guaranteed for whatever reason, accelerationsuch Borrower will be obligated to pay the same immediately. (b) Each Borrower hereby waives presentment, protest, demand of payment, notice of dishonor and all other notices and demands whatsoever. Each Borrower further agrees that, as between such Borrower, on the one hand, and the Agent, the Issuing Bank and the Lenders, on the other hand, (i) the maturity of the Borrower Loan Obligations guaranteed hereby may be accelerated as provided in SECTION 9.2 hereof for the purposes of this guarantee, notwithstanding any stay, injunction or otherwise), of all Obligations from time to time owing other prohibition preventing such acceleration in respect of the Financing Agreement Borrower Loan Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Borrower Loan Obligations as provided in SECTION 9.2 hereof, such Borrower Loan Obligations (whether or not due and payable) shall forthwith become due and payable by each Borrower for purposes of this guarantee. The obligations of each Borrower under this SECTION 2.18 shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of any other Borrower is rescinded or must otherwise be restored by any holder of any of the Borrower Loan DocumentObligations guaranteed hereunder, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, and each Borrower agrees that it will indemnify the Lenders and the Agent on demand for principal, interest all reasonable costs and expenses (including, without limitation, all interest that accrues after reasonable fees and expenses of counsel) incurred by the commencement Lenders or the Agent in connection with such rescission or restoration. (c) The guaranty of each Borrower set forth herein shall remain in full force and effect until the Obligations are indefeasibly paid in full. No payment or payments made by any other Borrower or any other Person or received or collected by the Agent, the Issuing Bank or any Lender from any other Borrower or any other Person by virtue of any Insolvency Proceeding with respect action or proceeding or any set-off or appropriation or application at any time or from time to the Borrower, whether time in reduction of or not a claim for post-filing interest is allowed in such proceeding), fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement payment of any Insolvency Proceeding with respect to the Borrower (Loan Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of such Borrower pursuant to this SECTION 2.18, which liability shall, notwithstanding the operation of the automatic stay under Section 362(a) of the U.S. Bankruptcy Code)any such payment or payments, and the due performance and observance other than payments made by the such Borrower of its other obligations now or hereafter existing in respect of the Borrower Loan Documents (Obligations, remain for the “Guaranteed Obligations”)Borrower Loan Obligations until the Borrower Loan Obligations are paid in full. Each Borrower agrees that whenever, and (ii) agrees at any time, or from time to pay time, it shall make any and all expenses (including reasonable counsel fees and expenses) incurred by payment to the Agents and Agent, the Lenders in enforcing Issuing Bank or any rights Lender on account of its liability under this GuarantySECTION 2.18, it will notify the Agent in writing that such payment is made under its guaranty obligations of this SECTION 2.18 for such purpose. Anything herein, or in any other Loan Document, to the contrary notwithstanding, the maximum liability of each Borrower under this SECTION 2.18 shall in no event exceed the amount which can be guaranteed by such Borrower under applicable federal or state laws relating to the insolvency of debtors. (d) Without in any manner limiting the generality of the foregoing, each Borrower agrees that the Guarantor’s liability shall extend Agent, the Majority Lenders or the Lenders may, in accordance with SECTION 11.1 hereof, from time to all amounts that constitute part time, consent to any action or non-action of any Borrower which, in the Guaranteed Obligations absence of such consent, violates or may violate this Agreement, with or without consideration, on such terms and would conditions as may be owed by the Borrower acceptable to the Agents Agent, the Majority Lenders and the Lenders under Lenders, without in any Loan Document but for manner affecting or impairing the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Credit Party. (b) Notwithstanding anything contained in this Guaranty, except as provided in clause (ii) of this Section 2(b) and Section 2(c), (x) the Guarantor shall not have any liability under this Guaranty for the payment or performance of the Guaranteed Obligations, (y) the Guarantor shall not have any obligation to expend its own funds in the performance of any provision other Borrower hereunder. Each Borrower waives any defense arising by reason of any Loan Documentinability to pay or any defense based on bankruptcy or insolvency or other similar limitations on creditors' remedies. Each Borrower authorizes the Agent, the Issuing Bank and (z) no Agent nor any Lender shall obtain any deficiency judgment against the Guarantor with respect to Lenders, without notice or demand and without affecting such Borrower's liability hereunder or under any of the foregoing; providedother Loan Documents, however, that: from time to time to: (i) nothing contained herein shall limit accelerate (or, in accordance with SECTION 11.1 hereof, renew, extend, or otherwise restrict (Achange the time or place for payment of, or otherwise change the terms of) any Agent’s the Notes or the Obligations or any Lender’s rights and remedies against any of the Collateral under any other Loan Document, either at law or equity, part thereof including, without limitation, increase or decrease of the rate of interest thereon; (ii) take and hold security, and exchange, enforce, waive and release any rights collateral or remedies security or any part thereof or any such other security or surrender, modify, impair, change, alter, renew, continue, compromise or release in whole or in part of any such security, or fail to perfect its interest in any such security or to establish its priority with respect to thereof; (iii) apply such security and direct the Equity Interests order or manner or sale thereof as the Agent and Majority Lenders in their sole discretion may determine; (iv) release or substitute any other Borrower, in whole or in part or any of the Borrower owned by endorsers or guarantors of the Guarantor, (B) the Agent Obligations or any Lender from bringing part thereof; (v) settle or compromise any actionor all of the Obligations with any other Borrower or any endorser or guarantor of the Obligations; and (vi) subordinate any or all of the Obligations to any other obligations of or claim against any other Borrower, suit or proceeding for specific performance against the Guarantor to perform any obligation imposed on the Guarantor hereunder, (C) recourse whether owing to or liability of the Guarantor for any fraud committed by the Guarantor or material misrepresentation by the Guarantor in any Loan Document to which the Guarantor is a party, or (D) the obligations of the Guarantor under any Loan Document which obligations are either directly existing in favor of any Agent the Agent, the Issuing Bank or the Lenders or any Lender other party. (e) The Agent, the Issuing Bank, the Majority Lenders or the Lenders, as the case may be, may, at their election, exercise any right or remedy they may have been assigned to against any Agent Borrower or any Lender, each of which may be enforced security now or hereafter held by and or for the benefit of the Agents Agent, the Issuing Bank or the Lenders including, without limitation, the right to foreclose upon any such security by judicial or nonjudicial sale, without affecting or impairing in any way the liability of any other Borrower hereunder, except to the extent the Obligations may thereby be paid. Each Borrower waives any defense arising out of the absence, impairment or loss of any right of reimbursement or other right or remedy against any other Borrower or any such security, whether resulting from the election by the Agent, the Issuing Bank, the Lenders or the Majority Lenders to exercise any right or remedy they may have against any other Borrower, any defect in, failure of, or loss or absence of priority with respect to the interest of the Agent or the Lenders in such security, or otherwise. In the event that any foreclosure sale is deemed to be not commercially reasonable, each Borrower waives any right that it may have to have any portion of the Obligations discharged except to the extent of the amount actually bid and Lendersreceived by the Lenders at any such sale. Neither the Agent, andthe Issuing Bank nor any Lender shall be required to institute or prosecute proceedings to recover any deficiency as a condition of payment hereunder or enforcement hereof. (iif) Each Borrower waives the Guarantor shall have (A) full benefit of any statute of limitations affecting its liability and responsibility for hereunder or the Guaranteed Obligations and other obligations hereunder if (x) any act (or omission enforcement thereof, to act) constituting fraud or willful misconduct on the extent permitted by law. Any part performance of the Guarantor that impairs the Agents’ and the Lenders’ ability to be repaid under the Loan Documents occursObligations by a Borrower, or (y) the Guarantor authorizes, approves, participates in or assists the Borrower or the Originator in commencing a voluntary or involuntary case under the Bankruptcy Code or any other Insolvency Proceedingevent or circumstances, and (B) liability and responsibility for which operate to toll any statute of limitations as to such Borrower, shall not operate to toll the Guaranteed Obligations and statute of limitations as to any other obligations hereunder if (x) Borrower. Each Borrower waives any Collections are not promptly deposited directly into the Collection Account (defense arising by reason of any disability or other than Collections (i) delivered to the Servicer pursuant to the Servicing Agreement defense of any other Borrower or (ii) inadvertently deposited into an account by reason of the Originator or cessation from any Affiliate and promptly removed from such account and deposited into the Collection Account); provided, that in the case of this clause (B)(x), such liability and responsibility cause whatsoever of the Guarantor shall not exceed the aggregate amount liability of the Collections not promptly deposited directly into the Collection Account any other Borrower. Each Borrower waives any setoff, defense or (y) the Guarantor and/or an agent counterclaim which any other Borrower may have or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or Contingent Collateral Value Policy shall refer any claim to have against the Collateral Value Insurer or Contingent Collateral Value Insurer knowing the same to be fraudulent and at the time, the Borrower is not owned by a Lender or its Affiliates; provided, that in the case of this clause (B)(y), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such fraudulent claim and shall only arise if the action involved was taken by the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy Agent or the Contingent Collateral Value Policy or (z) the applicable Premium Finance Borrower, the Originator or the Borrower ceases to be the legal owner of a Covered Policy (as defined in the Collateral Value Policy or Contingent Collateral Value Policy) and the Guarantor and/or an employee of Imperial and/or its Subsidiaries (collectively, the “Guarantor Responsible Parties”), directly or indirectly, caused, or assisted another Person in, the transfer of legal title of such Covered Policy from the applicable Premium Finance Borrower, the Originator or the Borrower to another Person other than the Collateral Value Insurer or the Contingent Collateral Value Insurer (or a designee of the Collateral Value Insurer or the Contingent Collateral Value Insurer); provided, that in the case of this clause (B)(z), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such Covered Policy; provided further, and for greater clarity, in the case of this clause (B)(z), any transfer or change in legal ownership caused solely by a Person other than a Guarantor Responsible Party that is permitted by the Transaction Documents shall not result in liability or responsibility hereunder for the GuarantorLenders. (c) Nothing in subsection (b) of this Section 2 shall limit or otherwise restrict in any manner the rights, powers and privileges of any Agent against the Guarantor under any other Loan Document to which the Guarantor is a party.