Common use of Guaranty Clause in Contracts

Guaranty. The Guarantor hereby absolutely and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all existing and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender, arising out of those certain Senior Convertible Promissory Notes (as amended from time to time, the “Notes”) made by the Borrower in favor of the Lender, and sold by the Borrower to the Lender under the Note Purchase Agreement dated as of the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness and liabilities 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 or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The Lender’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This 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 Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the 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 (Title 11, United States Code) or any comparable provisions of any similar federal or state law.

Guaranty. The Guarantor hereby absolutely For value received and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, in consideration of any and all existing and future indebtedness and liabilities loan, advance or financial accommodation of every kindany kind whatsoever heretofore, nature and characternow or hereafter made, direct given or indirectgranted to DESTRON FEARING CORPORATION, absolute or contingenta Delaware corporation (“Borrower”) by Lender (collectively, liquidated or unliquidatedthe “Loans”), voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower including without limitation pursuant to the Lender, arising out Credit and Security Agreement of those certain Senior Convertible Promissory Notes even date herewith (as amended the same may be amended, restated, supplemented or otherwise modified from time to time, the “NotesCredit Agreement”) made by and between Borrower and Lender or otherwise, Guarantor hereby absolutely and unconditionally guarantees to Lender: (a) the Borrower in favor full and prompt payment when due of the Lenderprincipal of, and sold by the Borrower to the Lender under the Note Purchase Agreement dated as of the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lenderall interest on, and all fees in respect of, all of the Loans, and (b) the full and prompt payment and performance of any and all other Transaction Documents Indebtedness (hereinafter, as such term is defined in the Notes) (including Credit Agreement), whether all renewals, extensions, amendments, refinancings or any portion of such Loans and other modifications thereof and all costsIndebtedness are now or hereafter existing, reasonable attorneys’ fees and expenses incurred by direct or indirect, related or unrelated, joint or several, or absolute or contingent, whether or not for the Lender in connection with the collection or enforcement thereof)payment of money, and whether recovery upon such indebtedness and liabilities may be arising by reason of an extension of credit, opening of a letter of credit, loan or hereafter become unenforceable guarantee or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or in any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws manner (all of the United States or other applicable jurisdictions indebtedness, liabilities and obligations described in the foregoing clauses (a) and (b) of this Section 1.1 which are outstanding from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws (collectively, being hereinafter collectively referred to as the “Guaranteed Obligations”). The Lender’s books Guarantor hereby absolutely and records showing unconditionally guarantees to Lender the amount full and prompt payment and performance of the Guaranteed Obligations shall be admissible when the Guaranteed Obligations are due under the terms of the Credit Agreement or the other Loan Documents (as defined in evidence the Credit Agreement)], including, without limitation, on the occurrence of an Event of Default (as defined in the Credit Agreement), by reason of the maturity or acceleration of any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected by , on the genuineness, validity, regularity or enforceability occurrence and continuance of a default under the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent terms 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 Guarantor under this Guaranty, or otherwise, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the Guarantor hereunder at any time shall be limited to an aggregate amount equal to times after 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 (Title 11, United States Code) or any comparable provisions of any similar federal or state lawdate when due.

Guaranty. The Guarantor hereby absolutely and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all existing and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender, arising out of those certain Senior Convertible Promissory Notes Agent and/or Lenders (as amended from time to timecollectively, the Agent and Lenders shall be referred to herein as the “NotesSecured Parties”) made by the Borrower in favor of the Lender, and sold by the Borrower to the Lender arising under the Note Purchase Agreement dated as of the date hereof (as amended from time to timeCredit Agreement, the “NPA”) between Loan Documents, Sections 2, 10 and 17 of this Guaranty, any other instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) Credit Agreement (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender Agent in connection with the collection or enforcement thereof), ) and whether recovery upon such indebtedness and liabilities 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 or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The LenderAgent’s and/or Lenders’ books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and absent manifest error shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This 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 Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoingforegoing except the defense of payment. Anything contained herein to the contrary notwithstanding, the obligations of the 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 (Title 11, United States Code) or any comparable provisions of any similar federal or state law.

Guaranty. The Each Guarantor hereby hereby, jointly and severally, absolutely and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, the prompt payment in full in Dollars when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all existing and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower any Loan Party arising under (i) any Loan Document or otherwise with respect to the Lenderany Loan or Letter of Credit, arising out of those certain Senior Convertible Promissory Notes (as amended from time to time, the “Notes”ii) made by the Borrower in favor of the Lenderany Secured Hedge Agreement, and sold by the Borrower to the Lender under the Note Purchase Agreement dated as of the date hereof (as amended from time to timeiii) any Secured Cash Management Agreement, the “NPA”) between the Borrower and Lender(in each case, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender any Guaranteed Party in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness and liabilities 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 or such Guarantor, the Borrower or any other Loan Party under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the Borrower or any other Loan Party of any proceeding under any Debtor Relief Laws whether or not the claim for such interest is allowed in such proceeding (collectively, the “Guaranteed Obligations”). The Lender’s books and records of the Guaranteed Parties showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor Guarantors and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This 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 any Guarantor under this Guaranty, and the each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. [Anything contained herein to the contrary notwithstanding, to the extent that the obligations of the any Non-Parent Guarantor hereunder at any time shall would 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 (Title 11, United States Code) or any comparable provisions of any similar federal or state law.Law, the obligations of such 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 such avoidance provisions. As used herein, a “Non-Parent Guarantor” shall mean a Guarantor that does not directly or indirectly own Equity Interests in the Borrower.]1

Guaranty. The Guarantor hereby absolutely unconditionally and unconditionally guarantees, as a guaranty of payment irrevocably guarantees to Lender the full and performance and not merely as a guaranty of collection, prompt payment when due, whether 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 of the terms contained in the documents executed by the 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 indebtedness, obligations, and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender, Lender arising out of those certain Senior Convertible Promissory Notes (as amended from time to time, the “Notes”) made by the Borrower in favor of the Lender, and sold by the Borrower to the Lender under the Note Purchase Agreement dated as and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the date hereof (as amended from time Agreement with respect to time, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof). Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any such indebtedness, obligations, and whether recovery upon such indebtedness liabilities of the Borrower to the Lender arising under the Agreement and liabilities any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof) 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 or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including shall include interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The Lender’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This 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 Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoingLaws. Anything contained herein to the contrary notwithstanding, the obligations of the 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 (Title 11, United States Code) or any comparable provisions of any similar federal or state law.

Guaranty. The Guarantor hereby absolutely and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all existing and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees fees, indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender, Lenders arising out of those certain Senior Convertible Promissory Notes (as amended from time to time, the “Notes”) made by the Borrower in favor of the Lender, and sold by the Borrower to the Lender under the Note Purchase Credit Agreement dated as and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) Credit Agreement (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender Lenders in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness and liabilities 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 or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The LenderAgent’s and the Lenders’ books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and and, in the absence of manifest error, conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This 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 Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the 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 (Title 11, United States Code) or any comparable provisions of any similar federal or state law.

Guaranty. The (a) Each Guarantor hereby absolutely and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of (i) all Obligations, including any and all existing and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to any Guaranteed Party arising under the LenderCredit Agreement, arising out any other Loan Document, any Secured Cash Management Agreement or any Secured Hedge Agreement and (ii) all Obligations of those certain Senior Convertible Promissory Notes any Subsidiary of the Borrower in the nature of Secured Cash Management Agreements or Secured Hedge Agreements, in each case including all renewals, extensions, amendments, restatements and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Administrative Agent or any other Guaranteed Party in connection with the collection or enforcement thereof, 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 proceeding or case commenced by or against any Guarantor or the Borrower under any Debtor Relief Laws, and including interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws (as amended from time to timecollectively, the “NotesGuaranteed Obligations”); provided that the Guaranteed Obligations shall exclude any Excluded Swap Obligations with respect to such Guarantor. (b) made The Borrower hereby absolutely and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by the Borrower in favor of the Lenderrequired prepayment, upon acceleration, demand or otherwise, and sold by at all times thereafter, of all Obligations, including any and all existing and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of any Subsidiary of the Borrower to the Lender any Borrower Guaranteed Party arising under the Note Purchase any Secured Cash Management Agreement dated as of the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) or any Secured Hedge Agreement (including all renewals, extensions, amendments, refinancings restatements and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender Administrative Agent or any other Borrower Guaranteed Party in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness and liabilities 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 or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws (collectively, the “Borrower Guaranteed Obligations”). . (c) The Lender’s books and records of the Administrative Agent and the books and records of each Guaranteed Party or Borrower Guaranteed Party, as applicable, showing the amount of the Guaranteed Obligations or Borrower Guaranteed Obligations, as applicable, shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose absent manifest error of establishing the amount of the Guaranteed ObligationsCredit Extensions and the interest and payments thereon. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or the Borrower Guaranteed Obligations, as applicable, or any instrument or agreement evidencing any Guaranteed Obligations or Borrower Guaranteed Obligations, as applicable, 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 or the Borrower Guaranteed Obligations, as applicable, which might otherwise constitute a defense to the obligations of the Borrower or each Guarantor under this Guaranty, and the Borrower and such Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the 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 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.

Guaranty. The Subject to the terms and conditions of this Guaranty, the Guarantor hereby absolutely unconditionally and unconditionally guaranteesirrevocably guarantees (collectively, as a guaranty of the “Guaranty Obligations”) (a) with respect to Series 2000-1, (i) the punctual payment and performance reimbursement of all Letter of Credit Obligations when due pursuant to the Letter of Credit Reimbursement Agreement and not merely the Letter of Credit, (ii) payments to fund or to replenish the Reserve Account as a guaranty provided in Section 5.8 of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, the Security Agreement and at all times thereafter, of any (iii) the difference between (A) the amount payable to the Administrative Agent and all existing and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and the Liquidity Banks under the Liquidity Agreement whether for principal, interest, premiumsfees or otherwise and (B) the amount of payments made to BAFC under the Series 2000-1 VFC Certificate which are available solely to make such payments due under the Liquidity Agreement (provided, fees indemnitiesthat to the extent such difference exists because of the failure of an Obligor to promptly pay any amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) with respect to any Loan, damagesthe Guarantor shall not be required to make payments pursuant to this clause (iii) until the Obligor fails to make such payments on such Loan for a period of eight (8) days or more), costs(b) with respect to all Outstanding Series (including Series 2000-1), (i) the prompt and punctual payment of all amounts due and owing in respect of Loans sold, transferred, assigned or otherwise conveyed by the Sellers to the Company and by the Company to the Trust to the extent the related Obligor has failed to pay such amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) for a period of eight (8) days or more, (ii) to the extent not timely paid, all fees, expenses or otherwise, and indemnifications of the Borrower Trustee and the Collateral Agent owed by the Company under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing Agreement, and (iii) that there will be a sufficient amount of each applicable Approved Currency available in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccount) for the Trustee to make the Lenderdistributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, arising out of those certain Senior Convertible Promissory Notes (as amended from time c) with respect to timeSeries 2002-1, the “Notes”) made prompt and punctual payment of all amounts due and owing by the Borrower in favor of the Lender, and sold by the Borrower to the Lender under the Note Purchase Agreement dated as of the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender BLFC in connection with the collection or enforcement thereof), termination of a Hedge Agreement entered into by BLFC and whether recovery upon such indebtedness and liabilities 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 or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time d) with respect to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws (collectivelySeries 2003-1, the “Guaranteed Obligations”)prompt and punctual payment of all amounts due and owing by BFE in connection with the termination of a Hedge Agreement entered into by BFE. The Lender’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected All payments 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 Guarantor under this GuarantyGuaranty (i) with respect to Letter of Credit Obligations, shall be made to the Letter of Credit Agent for disbursement pro rata to the Letter of Credit Banks in accordance with their respective Letter of Credit Commitment Shares, (ii) with respect to the Reserve Account, shall be deposited in the Reserve Account for distribution in accordance with the Security Agreement, (iii) with respect to the Series 2000-1 VFC Certificate, shall be deposited in the Cash Collateral Account for distribution in accordance with the terms of the Security Agreement, (iv) with respect to Loans, shall be made to the Trustee for deposit in the Collection Account for distribution in accordance with the terms of the Pooling Agreement and each Supplement, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein (viii) with respect to the contrary notwithstandingamounts due under clause (d) above, the obligations of the Guarantor hereunder at any time shall be limited to an aggregate amount equal to deposited in the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer Series 2003-1 Collection Subaccount (or conveyance under Section 548 of applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state lawSeries 2003-1 Supplement.

Guaranty. The Guarantor Each Guarantor, jointly and severally with the other Guarantors, hereby absolutely and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all existing and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to Obligations, including without limitation (i) the Lenderprincipal of, arising out of those certain Senior Convertible Promissory premium, if any, and interest on the Notes (as amended from time to time, the “Notes”) made issued by the Borrower in favor of the Lender, and sold by the Borrower to the Lender Company under the Note Purchase Agreement dated as of the date hereof Agreement, (as amended from time to time, the “NPA”ii) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) (including all renewals, extensions, amendments, refinancings and other modifications thereof thereof, and (iii) all costs, reasonable attorneys’ fees and out‑of‑pocket expenses incurred by any Holder (including the Lender reasonable fees, charges and disbursements of one counsel for the Holders, taken as a whole) in connection with the collection or enforcement thereof)thereof for which the Company is liable under the Note Purchase Agreement, and whether recovery upon such indebtedness and liabilities Obligations 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 Company or the Borrower any other Note Party under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the Borrower Company or any other Note Party of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The Lender’s books and records of the Holders showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor Guarantors and conclusive for the purpose of establishing the amount of the Guaranteed ObligationsObligations absent manifest error. This 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 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 any Guarantor under this Guaranty, and the each Guarantor hereby irrevocably waives any defenses (other than the defense of payment and performance in full of the Guaranteed Obligations) it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein in this Guaranty to the contrary notwithstanding, it is the intention of each Guarantor and the Holders that the obligations of the 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 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. To that end, but only in the event and to the extent that after giving effect to Section 17 of this Guaranty, such Guarantor’s obligations with respect to the Guaranteed Obligations or any payment made pursuant to such Guaranteed Obligations would, but for the operation of the first sentence of this paragraph, be subject to avoidance or recovery in any such proceeding under applicable Debtor Relief Laws after giving effect to Section 17 of this Guaranty, the amount of such Guarantor’s obligations with respect to the Guaranteed Obligations shall be limited to the largest amount which, after giving effect thereto, would not, under applicable Debtor Relief Laws, render such Guarantor’s obligations with respect to the Guaranteed Obligations unenforceable or avoidable or otherwise subject to recovery under applicable Debtor Relief Laws. To the extent any payment actually made pursuant to the Guaranteed Obligations exceeds the limitation of the first sentence of this paragraph and is otherwise subject to avoidance and recovery in any such proceeding under applicable Debtor Relief Laws, the amount subject to avoidance shall in all events be limited to the amount by which such actual payment exceeds such limitation, and the Guaranteed Obligations as limited by the first sentence of this paragraph shall in all events remain in full force and effect and be fully enforceable against such Guarantor. The first sentence of this paragraph is intended solely to preserve the rights of the Holders hereunder against such Guarantor in such proceeding to the maximum extent permitted by applicable Debtor Relief Laws and neither such Guarantor, the Company, any other Guarantor nor any other Person shall have any right or claim under such sentence that would not otherwise be available under applicable Debtor Relief Laws in such proceeding.

Guaranty. The (a) Each Subsidiary Guarantor hereby absolutely severally absolutely, unconditionally and unconditionally guaranteesirrevocably guarantees for the Guaranteed Parties, as a guaranty of payment and performance their respective successors, endorsees, transferees and not merely as a guaranty of collectionassigns, the full and prompt payment when due, due (whether at stated maturity, by required prepayment, upon declaration, acceleration, demand or otherwise) of (a) all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of each Loan Party (now existing or hereafter arising pursuant to Section 2.18 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 L/C Obligations, all fees due under the Credit Agreement and all other amounts payable by each Borrower to the Guaranteed Parties thereunder, in connection therewith, and at in connection with any other Loan Document and (b) all times thereaftercosts and expenses incurred in connection with enforcement and collection of the foregoing, including the fees, charges and disbursements of counsel, in each case whether direct or indirect (including those acquired by assumption). The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advances, debts, obligations and liabilities, whether now existing or hereafter arising, whether voluntary or involuntary and future indebtedness and liabilities of every kind, nature and character, direct whether due or indirectnot due, absolute or contingent, liquidated or unliquidated, voluntary determined or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender, arising out of those certain Senior Convertible Promissory Notes (as amended from time to time, the “Notes”) made by the Borrower in favor of the Lender, and sold by the Borrower to the Lender under the Note Purchase Agreement dated as of the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof)undetermined, and whether recovery upon such indebtedness indebtedness, liabilities and liabilities obligations 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 or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”)Law, and including interest interest, expenses and fees that accrues accrue after the commencement by or against the any Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtedness, liabilities and other obligations of each Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Subsidiary Guarantors in connection with this Guaranty (collectivelyincluding any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligations.”). The Lender’s books (b) To the extent that any court of competent jurisdiction shall impose by final judgment under applicable law (including if applicable, the New York Uniform Fraudulent Conveyance Act or other applicable state law and records showing §§ 544 and 548 of the Bankruptcy Code) any limitations on the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This 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 Subsidiary Guarantor’s liability with respect to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor any Guaranteed Party can enforce under this Guaranty, the Guaranteed Parties by their acceptance hereof accept such limitation on the amount of such Subsidiary Guarantor’s liability hereunder to the extent needed to make this Guaranty and the Subsidiary Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the 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 (Title 11, United States Code) or any comparable provisions of any similar federal or state lawDocuments fully enforceable and nonavoidable.

Guaranty. The Guarantor Guarantors, jointly and severally, hereby absolutely and unconditionally guaranteesguarantee, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all existing and future indebtedness and liabilities (including without limitation the Obligations) of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower Obligors to the LenderSecured Parties, arising out whether associated with any credit or other financial accommodation made to or for the benefit of those certain Senior Convertible Promissory Notes (as amended from time to time, the “Notes”) made Obligors by the Borrower in favor of the LenderSecured Parties or otherwise and whenever created, and sold by the Borrower to the Lender under the Note Purchase Agreement dated as of the date hereof (as amended from time to timearising, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) evidenced or acquired (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costsreasonable and documented, reasonable out of pocket third-party fees costs and expenses, including attorneys’ fees and expenses incurred by the Lender Secured Parties in connection with the collection or enforcement thereof), in each case, under and pursuant to the Loan Documents, and whether recovery upon such indebtedness and liabilities 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 or the Borrower any other Obligor under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the Borrower any Obligor of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The Lender’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor Guarantors and conclusive conclusive, absent manifest error, for the purpose of establishing the amount of the Guaranteed Obligations. This 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 Guarantor Guarantors under this Guaranty, and the each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the 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 (Title 11, United States Code) or any comparable provisions of any similar federal or state law.

Guaranty. The Guarantor hereby absolutely absolutely, unconditionally and unconditionally guaranteesirrevocably guarantees for the Guaranteed Parties, as a guaranty of payment and performance their respective successors, endorsees, transferees and not merely as a guaranty of collectionassigns, the full and prompt payment when due, due (whether at stated maturity, by required prepayment, upon declaration, acceleration, demand or otherwise) of (a) all the indebtedness, liabilities and other payment obligations of each Designated Borrower (now existing or hereafter arising pursuant to Section 2.18 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 fees due under the Credit Agreement and all other amounts payable by each Designated Borrower to the Guaranteed Parties thereunder, in connection therewith, and at in connection with any other Loan Document and (b) all times thereaftercosts and expenses incurred in connection with enforcement and collection of the foregoing, including the fees, charges and disbursements of counsel, in each case whether direct or indirect (including those acquired by assumption). 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 now existing or hereafter arising, whether voluntary or involuntary and future indebtedness and liabilities of every kind, nature and character, direct whether due or indirectnot due, absolute or contingent, liquidated or unliquidated, voluntary determined or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender, arising out of those certain Senior Convertible Promissory Notes (as amended from time to time, the “Notes”) made by the Borrower in favor of the Lender, and sold by the Borrower to the Lender under the Note Purchase Agreement dated as of the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof)undetermined, and whether recovery upon such indebtedness indebtedness, liabilities and liabilities obligations 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 or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest interest, expenses and fees that accrues accrue after the commencement by or against the any Designated Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the 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 (collectivelyincluding any and all amounts due under Section 12), shall hereinafter be collectively referred to as the “Guaranteed Obligations.”). The Lender’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This 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 Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the 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 (Title 11, United States Code) or any comparable provisions of any similar federal or state law.

Guaranty. The In order to induce the Lenders to extend credit to the Company and the Designated Borrower, the Guarantor hereby absolutely and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all existing and future indebtedness and liabilities Obligations of every kindthe Designated Borrower to the Beneficiaries, nature and characterin each case, direct now or indirecthereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, voluntary whether due or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender, arising out of those certain Senior Convertible Promissory Notes (as amended from time to time, the “Notes”) made by the Borrower in favor of the Lendernot due, and sold by however arising under or in connection with the Borrower to Credit Agreement and the Lender other Loan Documents (including those arising under successive borrowing transactions under the Note Purchase Credit Agreement dated as of the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) (including all renewals, extensions, amendments, refinancings extensions and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender Beneficiaries in connection with the collection or enforcement thereof)thereof payable in accordance with, and to the extent provided in, Section 10.04 of the Credit Agreement) and whether recovery upon such indebtedness Indebtedness and liabilities may be or hereafter become becomes unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Designated Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws Law (collectively, the “Guaranteed Guarantied Obligations”). In furtherance of the foregoing and without limiting the generality thereof, the Guarantor agrees that the Guarantor’s payment of a portion, but not all, of the Guarantied Obligations shall in no way limit, affect, modify or abridge the Guarantor’s liability for any portion of the Guarantied Obligations that has not been paid. The Lender’s books and records of each Beneficiary showing the amount of the Guaranteed Guarantied Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed ObligationsGuarantied Obligations absent manifest error. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Guarantied Obligations or any instrument or agreement evidencing any Guaranteed Guarantied 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 Guarantied Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to Notwithstanding the contrary notwithstandingforegoing, the obligations liability of the Guarantor hereunder at any time with respect to the Guarantied Obligations 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 United States Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or applicable state law.

Guaranty. The (a) Each Guarantor hereby absolutely severally absolutely, unconditionally and unconditionally guaranteesirrevocably guarantees for the Guaranteed Parties, as a guaranty of payment and performance their respective successors, endorsees, transferees and not merely as a guaranty of collectionassigns, the full and prompt payment when due, due (whether at stated maturity, by required prepayment, upon declaration, acceleration, demand or otherwise) of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term Notes and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all fees due under the Term Loan Agreement and all other amounts payable by the Borrower to the Guaranteed Parties thereunder, in connection therewith, and at all times thereafter, of in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advances, debts, obligations and liabilities, whether now existing or hereafter arising, whether voluntary or involuntary and future indebtedness and liabilities of every kind, nature and character, direct whether due or indirectnot due, absolute or contingent, liquidated or unliquidated, voluntary determined or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender, arising out of those certain Senior Convertible Promissory Notes (as amended from time to time, the “Notes”) made by the Borrower in favor of the Lender, and sold by the Borrower to the Lender under the Note Purchase Agreement dated as of the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof)undetermined, and whether recovery upon such indebtedness indebtedness, liabilities and liabilities obligations 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 or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”)Law, and including interest that accrues after the commencement by or against the Borrower or any Affiliate thereof of any 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, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (collectivelyincluding any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligations.”). The Lender’s books (b) To the extent that any court of competent jurisdiction shall impose by final judgment under applicable law (including if applicable, the New York Uniform Fraudulent Conveyance Act or other applicable state law and records showing §§ 544 and 548 of the Bankruptcy Code) any limitations on the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This 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 Guarantor’s liability with respect to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor any Guaranteed Party can enforce under this Guaranty, the Guaranteed Parties by their acceptance hereof accept such limitation on the amount of the Guarantor’s liability hereunder to the extent needed to make this Guaranty and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the 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 (Title 11, United States Code) or any comparable provisions of any similar federal or state lawDocuments fully enforceable and nonavoidable.

Guaranty. The (a) Guarantor hereby absolutely irrevocably, absolutely, and unconditionally guaranteesguarantees to Lender the prompt, as a guaranty of payment complete, and performance and not merely as a guaranty of collection, prompt full payment when due, whether at stated maturityand no matter how the same shall become due, by required prepaymentof: (i) the Note, upon accelerationincluding all principal, demand or otherwise, and at all times thereafter, of any interest thereon and all existing and future indebtedness and liabilities of every kindother sums payable thereunder; and (ii) All other sums payable under the other Obligation Documents, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender, arising out of those certain Senior Convertible Promissory Notes ; and (as amended from time to time, the “Notes”iii) made by the Borrower in favor of the Lender, and sold by the Borrower to the Lender under the Note Purchase Agreement dated as of the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, Any and all other Transaction Documents (hereinafterindebtedness or liabilities which Borrower may at any time owe to Lender, as such term is defined in the Notes) (including all renewalswhether incurred heretofore or hereafter or concurrently herewith, extensionsvoluntarily or involuntarily, amendmentswhether owed alone or with others, refinancings and other modifications thereof and all costswhether fixed, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection contingent, absolute, inchoate, liquidated or enforcement thereof)unliquidated, and whether recovery upon such indebtedness and liabilities may be or hereafter become unenforceable liability arises by notes, discounts, overdrafts, open account indebtedness or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or in any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”)manner whatsoever, and including interest that accrues after the commencement interest, attorneys' fees and collection costs as may be provided by law or against the Borrower of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The Lender’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This 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, such indebtedness or by liability. Without limiting 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 Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all generality of the foregoing. Anything contained herein , Guarantor's liability hereunder shall extend to and include all post-petition interest, expenses, and other duties and liabilities of Borrower described above in this subsection (a), or below in the following subsection (b), which would be owed by Borrower but for the fact that they are unenforceable or not allowable due to the contrary notwithstandingexistence of a bankruptcy, reorganization, or similar proceeding involving Borrower. (b) Guarantor hereby irrevocably, absolutely, and unconditionally guarantees to Lender the prompt, complete and full performance, when due, and no matter how the same shall become due, of all obligations and undertakings of Borrower to Lender under, by reason of, or pursuant to any of the Obligation Documents. (c) 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, upon demand by Lender, pay such Obligation in full to Lender. If Borrower shall for any reason fail to perform promptly any Obligation, Guarantor will, 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) Guarantor will incur the additional obligation to pay to Lender, and Guarantor will forthwith upon demand by Lender pay to Lender, the obligations amount of the any 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 hereunder at any time and Lender, this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as considered a fraudulent transfer or conveyance under Section 548 primary and liquidated liability of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state lawGuarantor.

Guaranty. The Guarantor hereby absolutely unconditionally and unconditionally guaranteesirrevocably guarantees to the Lender, as a guaranty of payment and performance its successors, endorsees, transferees and not merely as a guaranty of collectionassigns, the full and prompt payment when due, due (whether at stated maturity, by required prepayment, upon declaration, acceleration, demand or otherwise) and performance of the indebtedness, liabilities and at other obligations of the Obligor to the Lender, whether created under, arising out of or in connection with the Facilities Agreements or otherwise, including all times thereafterunpaid principal under the Facilities Agreements, of all interest accrued thereon, all fees due under the Facilities Agreements and all other amounts payable by the Obligor to the Lender 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 voluntary or involuntary and future indebtedness and liabilities of every kind, nature and character, direct whether due or indirectnot due, absolute or contingent, liquidated or unliquidated, voluntary determined or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender, arising out of those certain Senior Convertible Promissory Notes (as amended from time to time, the “Notes”) made by the Borrower in favor of the Lender, and sold by the Borrower to the Lender under the Note Purchase Agreement dated as of the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof)undetermined, and whether recovery upon such indebtedness indebtedness, liabilities and liabilities obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under in any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”)Insolvency Proceeding, and including interest that accrues after the commencement by or against the Borrower any Credit Party of any proceeding Insolvency Proceeding naming such Person as the debtor in such Insolvency Proceeding. The foregoing indebtedness, liabilities and other obligations of the Obligor, 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 any Debtor Relief Laws (collectivelySection 14), shall hereinafter be collectively referred to as the “Guaranteed Obligations.”). The Lender’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This 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 Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the 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 (Title 11, United States Code) or any comparable provisions of any similar federal or state law.

Guaranty. The Guarantor hereby hereby, absolutely and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, the prompt payment in full in Dollars when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all existing and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of each Borrower and of each other Loan Party arising under (i) the Borrower to the Lender, arising out of those certain Senior Convertible Promissory Notes (as amended from time to time, the “Notes”) made by the Borrower in favor of the LenderCredit Agreement or any other Loan Document, and sold by the Borrower to the (ii) any Lender under the Note Purchase Agreement dated as of the date hereof Swap Contract (as amended from time to timein each case, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender any Guaranteed Party in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness and liabilities 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 Guarantor, any Borrower or the Borrower any other Loan Party under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the any Borrower or any other Loan Party of any proceeding under any Debtor Relief Laws whether or not the claim for such interest is allowed in such proceeding (collectively, the “Guaranteed Obligations”). The Lender’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This 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 Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the 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 (Title 11, United States Code) or any comparable provisions of any similar federal or state law.

Guaranty. The Guarantor hereby absolutely and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all existing and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender, arising out of those certain Senior Convertible Promissory Notes Agent and/or Lenders (as amended from time to timecollectively, the Agent and Lenders shall be referred to herein as the “NotesSecured Parties”) made by the Borrower in favor of the Lender, and sold by the Borrower to the Lender arising under the Note Purchase Agreement dated as of the date hereof (as amended from time to timeCredit Agreement, the “NPA”) between Loan Documents, Sections 2, 10 and 17 of this Guaranty, any other instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) Credit Agreement (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ ' fees and expenses incurred by the Lender Agent in connection with the collection or enforcement thereof), ) and whether recovery upon such indebtedness and liabilities 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 or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The Lender’s Agent's and/or Lenders' books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and absent manifest error shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This 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 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 Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoingforegoing except the defense of payment. Anything contained herein to the contrary notwithstanding, the obligations of the 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 (Title 11, United States Code) or any comparable provisions of any similar federal or state law.

Guaranty. The Guarantor hereby absolutely unconditionally and unconditionally guaranteesirrevocably guarantees to the Trustee, as a guaranty for the benefit of payment the Bondholders, the full and performance and not merely as a guaranty of collection, prompt payment when due, due (whether at stated maturity, by required prepayment, upon declaration, acceleration, demand or otherwise) and performance of the indebtedness, liabilities and at other obligations of the Borrower under or in connection with the Loan Agreement and the other Borrower Financing Documents, including all times thereafterunpaid principal of the Bonds, of all interest accrued thereon, all fees, costs and expenses due under the Loan Agreement and all other amounts payable by the Borrower to the Trustee 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 voluntary or involuntary and future indebtedness and liabilities of every kind, nature and character, direct whether due or indirectnot due, absolute or contingent, liquidated or unliquidated, voluntary determined or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender, arising out of those certain Senior Convertible Promissory Notes (as amended from time to time, the “Notes”) made by the Borrower in favor of the Lender, and sold by the Borrower to the Lender under the Note Purchase Agreement dated as of the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof)undetermined, and whether recovery upon such indebtedness indebtedness, liabilities and liabilities obligations 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 or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”) or any proceeding thereunder (an “Insolvency Proceeding”), whether created directly with the Trustee or acquired by the Trustee through assignment or endorsement or otherwise, whether matured or unmatured, whether joint or several, as and when the same become due and payable (whether at maturity or earlier, by reason of acceleration, mandatory repayment or otherwise), in accordance with the terms of any such instruments evidencing any such obligations, including all renewals, extensions or modifications thereof, and including any interest that accrues after the commencement by or against the Borrower of any proceeding Insolvency Proceeding naming the Borrower as the debtor in such proceeding. The foregoing indebtedness, liabilities and other obligations of the 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 any Debtor Relief Laws (collectivelySection 4.3), shall hereinafter be collectively referred to as the “Guaranteed Obligations.”). The Lender’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This 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 Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the 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 (Title 11, United States Code) or any comparable provisions of any similar federal or state law.

Guaranty. The Guarantor hereby absolutely and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand demand, or otherwise, and at all times thereafter, of any and all of the Secured Obligations, whether now existing and future indebtedness and liabilities or hereafter arising of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees fees, indemnities, damages, costs, expenses expenses, or otherwise, of the Borrower to the Lender, arising out of those certain Senior Convertible Promissory Notes (as amended from time to time, the “Notes”) made by the Borrower in favor of the Lender, and sold by the Borrower to the Lender under the Note Purchase Agreement dated as of the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) otherwise (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender Secured Parties in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness and liabilities 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 or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The LenderCollateral Agent’s and each of the other Secured Party’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations, absent manifest error. This Guaranty shall not be affected by the genuineness, validity, regularity 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 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 Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the 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 (Title 11, United States Code) or any comparable provisions of any similar federal or state law.

Guaranty. The Each Guarantor jointly and severally hereby absolutely and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all existing and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees fees, indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender, arising out of those certain Senior Convertible Promissory Notes (as amended from time to time, the “Notes”) made by the Borrower in favor of the Lender, and sold by the Borrower to the Lender Parties under the Note Purchase Credit Agreement dated as of and the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, and all other Transaction Loan Documents (hereinafter, as such term is defined in the Notes) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender Parties in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness and liabilities may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Borrower or any Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, reorganization or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The LenderAdministrative Agent’s books and records showing the amount of the Guaranteed Obligations shall shall, absent manifest error, be admissible in evidence in any action or proceeding, and shall be binding upon the each Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This 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 (other than payment in full of the Guaranteed Obligations) which might otherwise constitute a defense to the obligations of the any Guarantor under this Guaranty, and the each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained Notwithstanding anything herein to the contrary notwithstandingcontrary, the obligations guaranty granted by any Guarantor incorporated under the laws of the Guarantor hereunder Grand Duchy of Luxembourg (the “Luxembourg Guarantor”) under this Guaranty for the Guaranteed Obligations of the Borrower shall be limited at any time shall be limited to an aggregate amount equal not exceeding 90% of such Luxembourg Guarantor’s own funds (“capitaux propres”), as referred to in annex I to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 grand-ducal regulation dated 18 December 2015 defining the form and content of the Bankruptcy Code (Title 11presentation of balance sheet and profit and loss account, United States Code) or any comparable provisions and enforcing the Luxembourg law dated 19 December 2002 relating to the Register of any similar federal or state lawCommerce and Companies as well as the accounting and the annual accounts of companies, as amended, determined in its last accounts duly approved and available, as at the date on which a demand is made under this Guaranty.

Guaranty. (a) The Guarantor hereby absolutely Guarantors hereby, jointly and severally, unconditionally guarantees, as a irrevocably guaranty of payment and performance and not merely as a guaranty of collection, prompt the punctual payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all existing and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses acceleration or otherwise, of the Borrower all Obligations and agree to the Lender, arising out of those certain Senior Convertible Promissory Notes (as amended from time to time, the “Notes”) made by the Borrower in favor of the Lender, and sold by the Borrower to the Lender under the Note Purchase Agreement dated as of the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, pay any and all other Transaction Documents (hereinafter, as such term is defined in the Notes) expenses (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ counsel fees and expenses expenses) incurred by the Lender in connection with enforcing any rights under this Agreement. Without limiting the collection or enforcement thereof)generality of the foregoing, the Guarantors' liability shall extend to all amounts which constitute part of the Obligations and whether recovery upon such indebtedness and liabilities may would be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced owed by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute Loan Agreement and the Note but for the fact that they are unenforceable or any other liquidation, conservatorship, not allowable due to the existence of a bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, reorganization or similar debtor relief laws proceeding involving the Borrower. (b) The Guarantors jointly and severally guaranty that the Obligations will be paid strictly in accordance with the terms of the United States Loan Agreement and the Note, regardless of any law, regulation or other applicable jurisdictions from time to time order now or hereafter in effect and in any jurisdiction affecting any of such terms or the rights of creditors generally (collectively, “Debtor Relief Laws”)the Lender with respect thereto. The obligations of the Guarantors under this Article 3 are independent of the obligations of the Borrower under the Loan Agreement and the Note, and including interest that accrues after a separate action or actions may be brought and prosecuted against the commencement by or Guarantors to enforce this Article 3 irrespective of whether any action is brought against the Borrower of or whether the Borrower is joined in any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”)such action or actions. The Lender’s books and records showing the amount liability of the Guaranteed Obligations Guarantors under this Article 3 shall be admissible in evidence in absolute and unconditional irrespective of: (i) any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose lack of establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity validity or enforceability of the Guaranteed Loan Agreement, the Note or any other agreement or instrument relating thereto; (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to departure from the Loan Agreement or the Note, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to the Borrower or any of its Subsidiaries or otherwise; (iii) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Obligations; (iv) any manner of application of collateral, or proceeds thereof, to all or any of the Obligations, or any manner of sale or other disposition of any collateral for all or any of the Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent other assets of any collateral thereforof the Borrower Parties; (v) any change, restructuring or by termination of the corporate structure or existence of any fact or of the Borrower Parties; (vi) any other circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations available to, or a discharge of, any of the Guarantor under this GuarantyBorrower Parties; or (vii) any bankruptcy, and the Guarantor hereby irrevocably waives reorganization or similar proceeding commenced by or against any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoingBorrower Parties. Anything contained herein This Guaranty shall continue to be effective or be reinstated, as the contrary notwithstandingcase may be, the obligations of the Guarantor hereunder if 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 any payment of any of the Bankruptcy Code (Title 11Obligations is rescinded or must otherwise be returned by the Lender upon the insolvency, United States Code) bankruptcy or any comparable provisions reorganization of any similar federal the Borrower or state lawotherwise, all as though such payment had not been made.

Guaranty. The Guarantor Guarantors hereby absolutely jointly and severally, unconditionally guaranteesand irrevocably, as a guaranty of payment guarantee to Lender and performance its respective successors, endorsees, transferees and not merely as a guaranty of collectionassigns, the full and prompt payment when due, due (whether at stated maturity, by required prepaymentdeclaration, upon acceleration, demand or otherwise, ) and at all times thereafter, of any and all existing and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, performance of the Borrower indebtedness, liabilities and other obligations of Company to the Lender, arising out of those certain Senior Convertible Promissory Notes (as amended from time to time, the “Notes”) made by the Borrower in favor of the Lender, and sold by the Borrower to the Lender under the Note Purchase Agreement dated as of the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender or in connection with the collection or enforcement thereofNote (each a “Document” and, collectively, the “Documents”), including all unpaid principal, all interest accrued thereon, all fees due to Lender and whether recovery upon such indebtedness and liabilities may be all other amounts payable by Company to Lender thereunder or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”)connection therewith, and including interest that accrues after the commencement by or against the Borrower Company of any action, case or proceeding involving insolvency, bankruptcy, reorganization, arrangement, adjustment, composition, assignment for the benefit of creditors, liquidation, winding up or dissolution under any Debtor Relief Laws applicable laws with respect thereto (collectively, the an “Guaranteed ObligationsInsolvency Proceeding”). 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, regardless of by what instrument, agreement, contract or entry in Lender’s books accounts they may be evidenced, or whether evidenced by any instrument, agreement, contract or entry in Lender’s accounts, whether voluntary or involuntary and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action whether due or proceedingnot due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and shall whether recovery upon such indebtedness, liabilities and obligations may be binding upon or hereafter become unenforceable under the Guarantor Bankruptcy Reform Act of 1978 (the “Bankruptcy Code”) or sf-2795824 other applicable law. The foregoing indebtedness, liabilities and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This 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 other obligations of the Guarantor under this GuarantyCompany, and the Guarantor hereby irrevocably waives all other indebtedness, liabilities and obligations to be paid or performed by Guarantors in connection with this Guaranty (including any defenses it may now have or hereafter acquire in any way relating to any or and all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the 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 amounts due under Section 548 of 11 hereof), shall hereinafter be collectively referred to as the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state law“Obligations.”

Guaranty. The Guarantor hereby absolutely absolutely, unconditionally and unconditionally irrevocably guarantees, as a guaranty of payment and performance primary obligor and not merely as a guaranty of collection, surety, (a) the due and prompt payment by the Parent of: (i) the principal of and premium, if any, and interest at the rate specified in the Note (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding (“Post-Petition Interest”)) on the Note (including Post-Petition Interest), when and as due, whether at stated scheduled maturity, by required date set for prepayment, upon acceleration, demand by acceleration or otherwise, and (ii) all other monetary obligations of the Parent to the Creditor under the Note, when and at all times thereafteras due, including fees, costs, expenses (including, without limitation, fees and expenses of counsel incurred by the Creditor in enforcing any rights under this Agreement or the Note), contract causes of action and all existing and future indebtedness and liabilities of every kindindemnities, nature and characterwhether primary, secondary, direct or indirect, absolute or contingent, liquidated fixed or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender, arising out of those certain Senior Convertible Promissory Notes (as amended from time to time, the “Notes”) made by the Borrower in favor of the Lender, and sold by the Borrower to the Lender under the Note Purchase Agreement dated as of the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) otherwise (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses monetary obligations incurred by during the Lender in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness and liabilities may be or hereafter become unenforceable or shall be an allowed or disallowed claim under pendency of any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganizationreceivership or other similar proceeding, regardless of whether allowed or similar debtor relief laws allowable in such proceeding); (b) the due and prompt performance of all covenants, agreements, obligations and liabilities of the United States Parent under or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The Lender’s books and records showing the amount respect of the Guaranteed Obligations shall be admissible in evidence in any action or proceedingNote; and (c) the due and prompt payment and performance of all covenants, agreements, obligations and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This 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 liabilities of the Guarantor under or in respect of this Guaranty, Agreement and the Guarantor hereby irrevocably waives any defenses it may Note, all such obligations in subsections (a) through (c), whether now have or hereafter acquire in any way relating existing, being referred to any collectively as the “Obligations.” The Guarantor further agrees that all or all part of the Obligations may be increased, extended, substituted, amended, renewed or otherwise modified without notice to or consent from the Guarantor and such actions shall not affect the liability of the Guarantor hereunder. Without limiting the generality of the foregoing. Anything contained herein , the Guarantor’s liability shall extend to all amounts that constitute part of the Obligations and would be owed by Parent to the contrary notwithstanding, the obligations Creditor under or in respect of the Guarantor hereunder at any time shall be limited to an aggregate amount equal Note but for the fact that they are unenforceable or not allowable due to the largest amount that would not render its obligations hereunder subject to avoidance as existence of a fraudulent transfer bankruptcy, reorganization or conveyance under Section 548 of similar proceeding involving the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state lawParent.

Guaranty. The Guarantor hereby absolutely and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all existing and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender, arising out of those certain Senior Convertible Promissory Notes Agent and/or Lenders (as amended from time to timecollectively, the Agent and Lenders shall be referred to herein as the “NotesSecured Parties”) made by the Borrower in favor of the Lender, and sold by the Borrower to the Lender arising under the Note Purchase Agreement dated as of the date hereof (as amended from time to timeCredit Agreement, the “NPA”) between Loan Documents, Sections 2, 10 and 17 of this Guaranty, any other instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) Credit Agreement (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender Agent in connection with the collection or enforcement thereof), ) and whether recovery upon such indebtedness and liabilities 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 or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The LenderAgent’s and/or Lenders’ books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and absent manifest error shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This 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 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 Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoingforegoing except the defense of payment. Anything contained herein to the contrary notwithstanding, the obligations of the 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 (Title 11, United States Code) or any comparable provisions of any similar federal or state law.

Guaranty. The Guarantor hereby hereby, absolutely and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, the prompt payment in full in Dollars when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all existing and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of each Borrower and of each other Loan Party arising under (i) the Borrower to the Lender, arising out of those certain Senior Convertible Promissory Notes (as amended from time to time, the “Notes”) made by the Borrower in favor of the LenderCredit Agreement or any other Loan Document, and sold by the Borrower to the (ii) any Lender under the Note Purchase Agreement dated as of the date hereof Swap Contract (as amended from time to timein each case, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender any Guaranteed Party in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness and liabilities 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 Guarantor, any Borrower or the Borrower any other Loan Party under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the any Borrower or any other Loan Party of any proceeding under any Debtor Relief Laws whether or not the claim for such interest is allowed in such proceeding (collectively, the “Guaranteed Obligations”). The Lender’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This 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 Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything Notwithstanding anything contained herein to the contrary notwithstandingcontrary, the obligations of the 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 (Title 11, United States Code) or any comparable provisions of any similar federal or applicable state law.

Guaranty. The Guarantor hereby absolutely and unconditionally guarantees, guaranties to Lender the timely (whether as a guaranty of scheduled or upon acceleration) payment and performance by Borrower of all of the following, whenever and not merely as a guaranty of collectionhowever they may arise (the "Guarantied Obligations"): (i) the debts, prompt payment when dueliabilities, whether at stated maturityobligations, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all existing and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principalcovenants, interest, premiumscommissions, fees indemnitiesfees, damages, costs, expenses and other charges or otherwise, of amounts due under the Borrower to Loan Documents; (ii) the Lender, other obligations set forth in or arising out of those certain Senior Convertible Promissory Notes the Loan Documents; (as amended from time iii) any obligations of Borrower owing to timeany third parties which are assigned to Lender; (iv) any liabilities, the “Notes”) made by the Borrower in favor of the Lendercosts or expenses, and sold by the Borrower to the Lender under the Note Purchase Agreement dated as of the date hereof (as amended from time to timeincluding attorneys' fees, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with enforcing Lender's rights under the collection Loan Documents; (v) any of the foregoing arising out of, in connection with or enforcement thereoffollowing any renewals (including renewals of obligations which had been previously satisfied), extensions, modifications, alterations and whether recovery upon such indebtedness and liabilities may be rearrangements of any of the Loan Documents; (vi) any of the foregoing arising after Borrower has commenced or hereafter become unenforceable or shall be an allowed or disallowed claim under becomes subject to any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11Code, United States Code)including any advances made to Borrower, any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against filing of the Borrower of any bankruptcy petition (even if the interest cannot be collected in the proceeding under the Bankruptcy Code), and attorneys' fees. If Borrower fails to pay or perform any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The Lender’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Guarantied Obligations, Guarantor will immediately pay or by the existenceperform such Guarantied Obligation. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, validityTHE MAXIMUM LIABILITY OF GUARANTOR UNDER THIS GUARANTY IS LIMITED TO THE PRINCIPAL AMOUNT OF ONE MILLION FOUR HUNDRED THOUSAND DOLLARS ($1,400,000.00), enforceabilityPLUS ACCRUED AND UNPAID INTEREST, perfectionAND ANY COSTS, non-perfection or extent of any collateral thereforEXPENSES AND FEES OF ENFORCEMENT OF THIS GUARANTY OR THE LOAN DOCUMENTS; PROVIDED, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this GuarantyHOWEVER, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoingTHAT IF ANY OF THE GUARANTIED OBLIGATIONS ARISE FROM LENDER MAKING AN ADVANCE AGAINST ACCOUNTS (AS DEFINED IN THE LOAN AGREEMENT) THAT ARE FRAUDULENT, SPURIOUS, NOT BONA FIDE OR FROM LENDER'S RELIANCE ON FALSE INFORMATION WHICH WAS PROVIDED BY BORROWER TO LENDER WHERE BORROWER EITHER KNEW THAT SUCH INFORMATION WAS FALSE OR BORROWER WAS GROSSLY NEGLIGENT IN PROVIDING SUCH INFORMATION TO LENDER, THEN THE LIABILITY OF GUARANTOR FOR SUCH GUARANTIED OBLIGATIONS SHALL BE UNLIMITED. Anything contained herein to the contrary notwithstandingIN CONNECTION WITH THE FOREGOING, the obligations of the 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 GUARANTOR SHALL NOT BE LIABLE FOR ANY PUNITIVE DAMAGES UNLESS THE GUARANTOR INDIVIDUALLY OR WITH OTHERS CAUSED SUCH ACCOUNTS (Title 11AS DEFINED IN THE LOAN AGREEMENT) TO BE PLEDGED TO LENDER OR CAUSED SUCH FALSE INFORMATION TO BE PROVIDED TO LENDER. IN THE EVENT THAT SUBSEQUENT TO THE EFFECTIVE DATE OF THIS GUARANTY ADDITIONAL SHARES OF COMMON STOCK OF BORROWER ARE ISSUED TO THIRD PARTIES THEREBY LOWERING THE PERCENTAGE OF GUARANTOR'S OWNERSHIP INTEREST IN BORROWER, United States CodeTHEN, SO LONG AS NO EVENT OF DEFAULT THEN EXISTS UNDER THE LOAN DOCUMENTS, LENDER AGREES TO CONSIDER A REQUEST FROM GUARANTOR FOR A REDUCTION IN THE MAXIMUM ONE MILLION FOUR HUNDRED THOUSAND ($1,400,000) or any comparable provisions of any similar federal or state lawOF PRINCIPAL LIABILITY SET FORTH ABOVE TO AN AMOUNT COMMENSURATE WITH THE RESULTING PERCENTAGE OF GUARANTOR'S OWNERSHIP INTEREST IN BORROWER; PROVIDED, HOWEVER, THAT IN NO EVENT SHALL THE MAXIMUM PRINCIPAL LIABILITY BE REDUCED BELOW ONE MILLION DOLLARS ($1,000,000).

Guaranty. The Each Guarantor hereby absolutely unconditionally and unconditionally guaranteesirrevocably guarantees to the Lender, as a guaranty of payment and performance its successors, endorsees, transferees and not merely as a guaranty of collectionassigns, the full and prompt payment when due, due (whether at stated maturity, by required prepayment, upon declaration, acceleration, demand or otherwise) and performance of the indebtedness, liabilities and other obligations of the Company to the Lender under or in connection with the Letter Loan Agreement, and at the other Loan Documents, including all times thereafterunpaid principal of the Loan, of all interest accrued thereon, all fees due under the Letter Loan Agreement and all other amounts payable by the Company to the Lender 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 voluntary or involuntary and future indebtedness and liabilities of every kind, nature and character, direct whether due or indirectnot due, absolute or contingent, liquidated or unliquidated, voluntary determined or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender, arising out of those certain Senior Convertible Promissory Notes (as amended from time to time, the “Notes”) made by the Borrower in favor of the Lender, and sold by the Borrower to the Lender under the Note Purchase Agreement dated as of the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof)undetermined, and whether recovery upon such indebtedness indebtedness, liabilities and liabilities obligations 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 or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”)Law, and including interest that accrues after the commencement by or against the Borrower Company or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the 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 Guarantors in connection with this Guaranty (collectivelyincluding any and all amounts due under Section 15), shall hereinafter be collectively referred to as the “Guaranteed Obligations.”). The Lender’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This 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 Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the 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 (Title 11, United States Code) or any comparable provisions of any similar federal or state law.

Guaranty. The Guarantor hereby absolutely unconditionally and unconditionally guaranteesirrevocably guarantees to the Guaranteed Parties, as a guaranty of payment and performance their respective successors, endorsees, transferees and not merely as a guaranty of collectionassigns, the full and prompt payment when due, due (whether at stated maturity, by required prepayment, upon declaration, acceleration, demand or otherwise) and performance of the indebtedness, liabilities and at other obligations of the Company to the Guaranteed Parties under or in connection with the Credit Agreement, the Notes and the other Loan Documents, including all times thereafterunpaid principal of the Loans, of 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 voluntary or involuntary and future indebtedness and liabilities of every kind, nature and character, direct whether due or indirectnot due, absolute or contingent, liquidated or unliquidated, voluntary determined or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender, arising out of those certain Senior Convertible Promissory Notes (as amended from time to time, the “Notes”) made by the Borrower in favor of the Lender, and sold by the Borrower to the Lender under the Note Purchase Agreement dated as of the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof)undetermined, and whether recovery upon such indebtedness indebtedness, liabilities and liabilities obligations 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 or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”)Law, and including interest that accrues after the commencement by or against the Borrower Company or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the 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 (collectivelyincluding any and all amounts due under Section 10.04 of the Credit Agreement), shall hereinafter be collectively referred to as the “Guaranteed Obligations.”). The Lender’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This 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 Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the 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 (Title 11, United States Code) or any comparable provisions of any similar federal or state law.

Guaranty. The Guarantor hereby absolutely and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all existing and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees fees, indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender, Lenders arising out of those certain Senior Convertible Promissory Notes (as amended from time to time, the “Notes”) made by the Borrower in favor of the Lender, and sold by the Borrower to the Lender under the Note Purchase Credit Agreement dated as and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) Credit Agreement (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender Lenders in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness and liabilities 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 or the any Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The LenderAgent’s and the Lenders’ books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and and, in the absence of manifest error, conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This 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 Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the 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 (Title 11, United States Code) or any comparable provisions of any similar federal or state law.

Guaranty. The Guarantor Guarantors hereby absolutely jointly and severally unconditionally guarantees, as a guaranty of payment and performance irrevocably guarantee the full and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand acceleration or otherwise, of, and at all times thereafterthe performance of, of any and all (a) the Obligations, whether now or hereafter existing and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costsfees, expenses or otherwise, (b) all Obligations in respect of Swap Contracts 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, herein called a “Guarantied Swap Contract”), (c) all obligations and liabilities of the Form of Guaranty Borrower or any other Loan Party owed to any Lender arising under or in connection with the Cash Management Obligations, (d) any and all out-of-pocket expenses (including, without limitation, expenses and counsel fees and expenses of the Administrative Agent and the Lenders) incurred by any of the Guarantied Parties in enforcing any rights under this Guaranty and (e) all present and future amounts that would become due but for the operation of any provision of Debtor Relief Laws, and all present and future accrued and unpaid interest, including, without limitation, all post-petition interest if the Borrower or any Guarantor voluntarily or involuntarily becomes subject to any Debtor Relief Laws (the 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 to pay any of the LenderGuarantied 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, arising out of those certain Senior Convertible Promissory Notes other Loan Documents and Guarantied Swap Contracts (as amended from time to timewhether at stated maturity, by acceleration or otherwise), the “Notes”) made 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 Borrower in favor Guarantied Parties of this Guaranty or the creation or incurrence of any of the LenderGuarantied Obligations. This Guaranty is an absolute guaranty of payment and performance of the Guarantied Obligations and not a guaranty of collection, and sold meaning that it is not necessary for the Guarantied Parties, in order to enforce payment by the Borrower 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 Lender under the Note Purchase Agreement dated as of the date hereof (as amended from time to timecontrary, the “NPA”) between the Borrower and Lenderin any action or proceeding involving any state corporate law, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness and liabilities 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 or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, state or federal bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States reorganization or other applicable jurisdictions from time to time in effect and law affecting the rights of creditors generally 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, “Debtor Relief Fraudulent Transfer Laws”), and including interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The Lender’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This 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 any Guarantor under this GuarantySection 1 would otherwise, and the 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 hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all respect of the foregoing. Anything contained herein intercompany Debt to the contrary notwithstanding, Borrower to the obligations of the Guarantor hereunder at any time shall extent that such Debt would be limited to discharged in an aggregate amount equal to the largest 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 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 Form of Guaranty highest amount that would is valid and enforceable and not render its obligations hereunder subject subordinated to avoidance the claims of other creditors as a fraudulent transfer determined in such action or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state lawproceeding.

Guaranty. 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 guarantees to Landlord, its successors and 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 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 enforcement of this Guaranty. The Guaranty is an absolute and unconditional guaranty or payment and of performance, 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 assigns, and without the necessity of any notice of nonpayment, nonperformance or nonobservant, any notice of acceptance of this Guaranty or any other notice of demand to which the Guarantor might otherwise be entitled, 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 absolutely expressly agrees that the validity of this Guaranty and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all existing and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender, arising out of those certain Senior Convertible Promissory Notes (as amended from time to time, the “Notes”) made by the Borrower in favor of the Lender, and sold by the Borrower to the Lender under the Note Purchase Agreement dated as of the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness and liabilities 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 or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The Lender’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This 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 Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the Guarantor hereunder shall in 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 of the rights or remedies reserved to Landlord pursuant to the 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 (c) the rejection or disaffirmance of the Lease in any such proceedings. This Guaranty shall be a continuing guaranty and the liability of the Guarantor shall in no way be altered, modified, or diminished by reason of any assignments, amendment, renewal, supplement, modifications or extension of the 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 notice thereof is given to the Guarantor. ▇▇▇▇▇▇▇▇'s consent to any assignment or 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 the rights and proceeds thereof, made either with or without notice to the Guarantor, shall in no manner whatsoever release the Guarantor from and liability as Guarantor. All of 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 of the others. The obligations of the Guarantor hereunder shall not be released by ▇▇▇▇▇▇▇▇'s receipt, application or release of security given for the performance and observance of covenants and conditions required to be performed and observed by Tenant under the Lease, nor shall the 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 (a) shall have no right of subrogation against Tenant by reason of any payments or acts of performance by the Guarantor, in compliance with the obligations of the Guarantor hereunder; )ba0 waives any right to enforce any remedy which the Guarantor now or hereafter shall have against Tenant by reason of any one or more payment or acts or performance in compliance with the obligations of the Guarantor hereunder; (c) 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 shall be limited to an aggregate amount equal to during the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 term of the Bankruptcy Code Lease at the premises and (Title 11If Tenant is a corporation, United States Codetrustee of partnership) or 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 any comparable provisions action against Guarantor arising out of this 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 similar federal or state 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 Lease Agreement on its part to be performed, and 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 the date that ▇▇▇▇▇▇ occupied and accepts the leased premises.

Guaranty. (a) The Guarantor hereby absolutely Guarantors irrevocably and unconditionally guarantees, as a guaranty of payment guarantee to the Lender the full and performance and not merely as a guaranty of collection, prompt payment when due, due (whether at the stated maturity, by required prepayment, upon acceleration, demand acceleration or otherwise, and at ) all times thereafter, of any and all existing and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, the obligations of the Borrower to the Lenderhereunder, arising out of those certain Senior Convertible Promissory Notes (as amended from time to time, the “Notes”) made by the Borrower in favor of the Lender, and sold by the Borrower to the Lender under the Note Purchase Agreement dated as of whether existing on the date hereof or hereinafter incurred or created (as amended from time to time, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness and liabilities 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 or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The Such guaranty is an absolute, unconditional, present and continuing guaranty of payment and not of collectibility and is in no way conditioned or contingent upon any attempt to collect from the Borrower or any affiliate of the Borrower, or any other action, occurrence or circumstance whatsoever. Upon the occurrence of any default or event of default under this Agreement, including the failure to timely pay any Guaranteed Obligations, the Guarantors will, immediately upon their receipt of written notice from the Lender demanding payment hereunder, pay to the Lender’s books and records showing , in immediately available funds, at the address of the Lender specified in such notice, such amount of the Guaranteed Obligations as the Lender shall specify in such notice. (b) In addition to the foregoing, the Guarantors unconditionally and irrevocably, guarantee to the Lender the payment of any and all Guaranteed Obligations, whether or not due or payable by the obligor thereon, upon the occurrence of any Bankruptcy Event in respect of the Borrower, and unconditionally and irrevocably, promises to pay such Guaranteed Obligations to the Lender, on demand. (c) As a separate, additional and continuing obligation, the Guarantors unconditionally and irrevocably undertake and agree, for the benefit of the Lender, that, should any amounts constituting Guaranteed Obligations not be recoverable from the Borrower for any reason whatsoever (including, without limitation, by reason of any provision of this Agreement or any other agreement or instrument executed in connection therewith being or becoming, at any time, voidable, void, unenforceable, or otherwise invalid under any applicable law), then notwithstanding any notice or knowledge thereof by the Lender, any of its affiliates, or any other person, each Guarantor, as sole, original and independent obligor, upon demand by the Lender, will make payment to the Lender of all such obligations not so recoverable by way of full indemnity. (d) All payments by the Guarantors under this Agreement shall be admissible made to the Lender in evidence United States dollars in any action or proceeding, immediately available funds and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected by the genuinenesssubject to setoff, validity, regularity or enforceability of the Guaranteed Obligations counterclaim or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent other contingency 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 Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the 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 (Title 11, United States Code) or any comparable provisions of any similar federal or state lawkind.

Guaranty. The Guarantor Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally guaranteesguarantee the prompt payment by the Company, as a guaranty of payment and performance when due and not merely as a guaranty of collection, prompt payment when due, payable (whether at stated by scheduled maturity, by required prepayment, upon acceleration, demand acceleration or otherwise, and at all times thereafter), of any and all existing and future indebtedness and liabilities obligations from time to time owing in respect of every kindthe Notes, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interestinterest (including, premiumswithout limitation, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender, arising out of those certain Senior Convertible Promissory Notes (as amended from time to time, the “Notes”) made by the Borrower in favor of the Lender, and sold by the Borrower to the Lender under the Note Purchase Agreement dated as of the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness and liabilities 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 or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the Borrower of any proceeding Insolvency Proceeding with respect to the Company, whether or not a claim for post-filing interest is allowed in such proceeding), fees or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to the Company (notwithstanding the operation of the automatic stay under any Debtor Relief Laws Section 362(a) of the United States Bankruptcy Code, as amended), and the due performance and observance by the Company of its other obligations now or hereafter existing in respect of the Notes (collectively, the “Guaranteed Obligations”). The Lender’s books and records showing Without limiting the amount generality of the foregoing, the Subsidiaries’ liability shall extend to all amounts that constitute part of the Guaranteed Obligations shall and would be admissible in evidence in any action or proceeding, and shall be binding upon owed by the Guarantor and conclusive Company to the Investors but for the purpose fact that they are unenforceable or not allowable due to the existence of establishing a bankruptcy, reorganization or similar proceeding involving the amount Company or any of the Guaranteed ObligationsSubsidiaries. This Guaranty shall not be affected “Insolvency Proceeding” means any proceeding commenced by or against any Person under any provision of the genuinenessUnited States Bankruptcy Code, validityas amended, regularity or enforceability under any other bankruptcy or insolvency law, assignments for the benefit of creditors, formal or informal moratoria, compositions, or extensions generally with creditors, or proceedings seeking reorganization, arrangement, or other similar relief. The Subsidiaries, jointly and severally, hereby guarantee that the Guaranteed Obligations will be paid or any instrument or agreement evidencing any Guaranteed Obligationsperformed, or by as applicable, strictly in accordance with the existenceterms of the Notes, validity, enforceability, perfection, non-perfection or extent regardless of any collateral thereforlaw, regulation or by order now or hereafter in effect in any fact jurisdiction affecting any of such terms or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to rights of the Investors with respect thereto. The obligations of the Guarantor Subsidiaries under this Guarantysection are independent of the obligations under the Notes, and a separate action or actions may be brought and prosecuted against a Subsidiary to enforce this guaranty, irrespective of whether any action is brought against the Guarantor hereby irrevocably waives Company or any defenses it may now have other Subsidiary or hereafter acquire whether the Company or any other Subsidiary is joined in any way relating such action or actions. No representation is made by the Subsidiaries as to any their present or all of the foregoing. Anything contained herein future financial ability to the contrary notwithstanding, the fulfill their obligations of the 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 (Title 11, United States Code) or any comparable provisions of any similar federal or state lawguarantee.

Guaranty. The Guarantor hereby absolutely (a) In order to induce Lenders to extend credit to Borrower pursuant to the Credit Agreement and Hedge Providers to enter into the Lender Hedge Agreements, Guarantors jointly and severally irrevocably and unconditionally guaranteesguaranty, as a guaranty of payment and performance primary obligors and not merely as a guaranty sureties, the due and punctual payment in full of collection, prompt payment all Guarantied Obligations (as hereinafter defined) when the same shall become due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwiseotherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. ss. 362(a)). The term "GUARANTIED OBLIGATIONS" is used herein in its most comprehensive sense and at all times thereafter, of includes any and all existing Obligations of Borrower and future indebtedness and liabilities all obligations of every kindBorrower under Lender Hedge Agreements, nature and characternow or hereafter made, direct incurred or indirectcreated, whether absolute or contingent, liquidated or unliquidated, voluntary whether due or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender, arising out of those certain Senior Convertible Promissory Notes (as amended from time to time, the “Notes”) made by the Borrower in favor of the Lendernot due, and sold by the Borrower to the Lender however arising under the Note Purchase Agreement dated as of the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender or in connection with the collection 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 enforcement thereof), and whether recovery upon such indebtedness and liabilities from time to time renew them after they have been satisfied. Each Guarantor acknowledges that a portion of the Loans may be or hereafter become unenforceable or shall advanced to it, that Letters of Credit may be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment issued for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws its business and that the Guarantied Obligations are being incurred for and will inure to its benefit. Any interest on any portion of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest Guarantied Obligations that accrues after the commencement of any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of Borrower (or, 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 against the order that may relieve Borrower of any proceeding under portion of such Guarantied Obligations. In the event that all or any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The Lender’s books and records showing the amount portion of the Guaranteed Guarantied Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected is paid 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 Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstandingBorrower, the obligations of the each Guarantor hereunder at shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance part of such payment(s) is rescinded or recovered directly or indirectly from Guarantied Party or any other Beneficiary as a preference, fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code otherwise (Title 11and whether by litigation, United States Code) demand, settlement or otherwise), and any comparable provisions of any similar federal such payments that are so rescinded or state lawrecovered shall constitute Guarantied Obligations. All payments to be made hereunder shall be made in immediately available funds to Administrative Agent at Administrative Agent's Office.

Guaranty. The Guarantor undersigned (“Guarantor”) hereby absolutely absolutely, irrevocably and unconditionally guarantees, guaranties (as a guaranty of payment and performance primary obligor and not merely as surety) to the Seller (as defined below) under that certain Promissory Note dated as of August 3, 2010, in the principal amount of Three Million Three Hundred Thirty Five Thousand Seven Hundred Ninety Seven and 26/100 Dollars ($3,335,797.26) (the “Note”) by VERTICAL V, INC., a guaranty Delaware corporation (“Buyer”) to the order of collection▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., 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 when due, (whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, ) and at all times thereafter, performance of any and all indebtedness of Buyer to Seller, whether now existing and future indebtedness and liabilities of every kindor hereafter incurred, nature and characterunder the Note, direct or indirectincluding, absolute or contingentwithout limitation, liquidated or unliquidated, voluntary or involuntary and whether for (a) all principal, interest, premiumsfees, fees indemnitiesreasonable attorneys’ fees, damagesliabilities for costs and expenses and other indebtedness, obligations and liabilities of Buyer to Seller at any time created or arising in connection with the Note or any amendment, extension, renewal, or modification thereto or substitution therefor; and (b) all costs, expenses or otherwiseand fees, of the Borrower including but not limited to the Lender, arising out of those certain Senior Convertible Promissory Notes (as amended from time to time, the “Notes”) made by the Borrower in favor of the Lender, court costs and sold by the Borrower to the Lender under the Note Purchase Agreement dated as of the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender paralegal fees, arising in connection with with, or as a consequence of the collection non-payment, non-performance or enforcement thereof)non-observance by Buyer or Guarantor of all amounts, and whether recovery upon such indebtedness indebtedness, obligations and liabilities of Buyer to Seller described in this paragraph. Capitalized terms used and not defined herein shall 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 hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11not Buyer, United States Code), any successor statute or any other liquidationguarantor, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganizationis a party in any such action. Buyer and/or Guarantor and/or any other guarantor may be sued together, or similar debtor relief laws any of them may be sued separately without first or contemporaneously suing the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the Borrower of any proceeding other. All notices under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The Lender’s books and records showing the amount of the Guaranteed Obligations this Guaranty shall be admissible in evidence in any action or proceeding, writing and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount deemed to have been given within three (3) days of the Guaranteed Obligationsdate 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 not be affected governed by and construed in accordance with the genuineness, validity, regularity or enforceability laws of the Guaranteed Obligations or State of California, without regard to principles of conflicts of law. Jurisdiction and venue for 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 Guarantor under proceeding regarding this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the Guarantor hereunder at any time Guaranty 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 (Title 11in San Francisco County, United States Code) or any comparable provisions of any similar federal or state lawCalifornia.

Guaranty. The Guarantor Euronav hereby absolutely unconditionally and unconditionally guarantees, irrevocably guarantees as a guaranty of payment and performance primary obligor and not merely as a guaranty of collectionsurety, (i) to the Lender Creditors the full and prompt payment when due, due (whether at the stated maturity, by required prepayment, upon acceleration, demand acceleration or otherwise) of (x) the principal of, premium, if any, and at interest on the Notes, if any, issued by, and the Loans made to, the Borrower under the Credit Agreement, and (y) all times thereafterother obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code or any similar provision of any Debtor Relief Laws, would become due), liabilities and all existing and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender, arising out of those certain Senior Convertible Promissory Notes (as amended from time to time, the “Notes”) made by the Borrower in favor of the Lender, and sold owing by the Borrower to the Lender Creditors (in the capacities referred to in the definition of Lender Creditors) under the Note Purchase Credit Agreement dated as of the date hereof (as amended from time and each other Credit Document to time, the “NPA”) between which the Borrower is a party (including, without limitation, indemnities, fees and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) interest thereon (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by any interest accruing after the Lender in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness and liabilities may be or hereafter become unenforceable or shall be an allowed or disallowed claim under commencement of any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, receivership or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws 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 any such other Credit Document and the due performance and compliance by the Borrower with all of the terms, conditions and agreements contained in all such Credit Documents (collectivelyall such principal, premium, interest, liabilities, indebtedness and obligations 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 obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code or any similar provision of any Debtor Relief Laws, would become due), liabilities and indebtedness (including any interest accruing after the commencement of any bankruptcy, insolvency, receivership or similar proceeding under any Debtor Relief Laws at the rate provided for in the respective Interest Rate Protection Agreements or Other Hedging Agreements, whether or not such interest is an allowed claim in any such proceeding) owing by the Borrower under any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect of the Borrower’s obligations with respect to the outstanding Loans and/or Commitments from time to time, whether now in existence or hereafter arising, and the due performance and compliance by the Borrower with all of the terms, conditions and agreements contained in each such Interest Rate Protection Agreement and Other Hedging Agreement to which it is a party (all such obligations, liabilities and indebtedness being herein collectively called the “Other Obligations” and, together with the Credit Document Obligations, the “Guaranteed Obligations”). The Lender’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This 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 Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to If any or all of the foregoing. Anything contained herein Guaranteed Obligations of the Borrower to the contrary notwithstandingSecured Creditors becomes due and payable hereunder, Euronav unconditionally and irrevocably, promises to pay such indebtedness to the obligations Facility Agent and/or the other Secured Creditors, or order, on demand, together with any and all reasonable documented out-of-pocket expenses which may be incurred by the Facility Agent and the other Secured Creditors in collecting any of the 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 (Title 11, United States Code) or any comparable provisions of any similar federal or state lawGuaranteed Obligations.

Guaranty. The Guarantor hereby absolutely In order to induce FIDELCOR BUSINESS CREDIT CORPORATION (hereinafter referred to as "Trefoil") to now or hereafter make advances, loans, extend its credit to, or enter into security agreements with EVERGOOD PRODUCTS CORPORATION, PHOENIX LABORATORIES, INC. and unconditionally guaranteesGREAT EARTH DISTRIBUTION INC. (individually and collectively "Debtor") and knowing that Trefoil will rely upon this guaranty, as a guaranty the undersigned and each of them jointly and severally guarantee the due payment and performance by said Debtor described in said financing agreement of all moneys to be paid, and not merely all things to be done, pursuant to each and every condition and covenant contained in said agreement, or in any supplement thereto, or any other transaction 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 of collectionshall be absolute, prompt payment when duecontinuing, 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 under an agreement with the Debtor, or pursuant to this guaranty, may be sold at stated maturity, by required prepayment, upon acceleration, demand public or otherwiseprivate sale, and the undersigned further agree that Trefoil shall have the right to bid at such sale. The undersigned agree to indemnify and save Trefoil harmless for any costs and expenses that Trefoil may incur in connection with the liquidation of collateral held by Trefoil whether under agreement with the Debtor or the undersigned, and they further agree to pay all times thereafterattorneys fees agreed to by the Debtor, and the reasonable attorneys fees incurred in connection with enforcement of this guaranty agreement, which the parties agree shall be a sum equal to 15% of the moneys due Trefoil upon placement of the claim with such attorney. The undersigned agree: that this guaranty shall not be impaired by any modification to which the 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 jury 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 existing process upon him and future indebtedness 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 liabilities of every kindservice so made shall be deemed complete three days after the same shall be posted. This guaranty, nature all acts and charactertransactions hereunder, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, the rights and obligations of the Borrower parties hereto, shall be governed, construed and interpreted according to the Lender, arising out of those certain Senior Convertible Promissory Notes (as amended from time to time, the “Notes”) made by the Borrower in favor of the Lender, and sold by the Borrower to the Lender under the Note Purchase Agreement dated as of the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness and liabilities 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 or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States State of New York. This guaranty cannot be changed or other applicable jurisdictions from time to time in effect and affecting discharged orally, nor shall the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement same be terminated by or against the Borrower death of any proceeding under guarantor, in which event deceased guarantor's estate shall be bound by the obligations hereunder. Release of any guarantor, or the Debtor Relief Laws (collectivelyherein, shall not affect the “Guaranteed Obligations”). The Lender’s books and records showing the amount obligations hereunder of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This 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 Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the 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 (Title 11, United States Code) or any comparable provisions of any similar federal or state lawremaining guarantors.

Guaranty. The Guarantor hereby absolutely and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all existing and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender, whether associated with any credit or other financial accommodation made to or for the benefit Borrower by the Lender or otherwise and whenever created, arising, evidenced or acquired, including, without limitation, indebtedness and liabilities arising out under that certain Promissory Note of those certain Senior Convertible Promissory Notes (as amended from time to time, the “Notes”) even date herewith made by Borrower for the Borrower in favor benefit of the LenderLender (the "Note") and any instruments, and sold by the Borrower to the Lender under agreements or other documents of any kind or nature now or hereafter executed in connection with the Note Purchase Agreement dated as of the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness and liabilities 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 or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “"Debtor Relief Laws”"), and including interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws (collectively, the “"Guaranteed Obligations”"). The Lender’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This 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 Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the 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 (Title 11, United States Code) or any comparable provisions of any similar federal or state law.

Guaranty. The Guarantor hereby absolutely and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all existing and future indebtedness and liabilities (including without limitation the Obligations) of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower Obligors to the LenderSecured Parties, arising out whether associated with any credit or other financial accommodation made to or for the benefit of those certain Senior Convertible Promissory Notes (as amended from time to time, the “Notes”) made Obligors by the Borrower in favor of the LenderSecured Parties or otherwise and whenever created, and sold by the Borrower to the Lender under the Note Purchase Agreement dated as of the date hereof (as amended from time to timearising, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) evidenced or acquired (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costsreasonable and documented, reasonable out of pocket third-party fees costs and expenses, including attorneys’ fees and expenses incurred by the Lender Secured Parties in connection with the collection or enforcement thereof), in each case, under and pursuant to the Loan Documents, and whether recovery upon such indebtedness and liabilities 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 or the Borrower any other Obligor under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the Borrower any Obligor of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The Lender’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive conclusive, absent manifest error, for the purpose of establishing the amount of the Guaranteed Obligations. This 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 Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything Notwithstanding any other provision contained herein to the contrary notwithstandingherein, the obligations enforcement of the Guarantor Guarantor’s obligations hereunder at any time shall be limited to an aggregate amount equal the Collateral Agent’s exercise of remedies pursuant to the largest amount that would not render its obligations hereunder subject to avoidance certain Pledge Agreement, dated as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11date hereof, United States Code) or any comparable provisions among the Guarantor, Borrower HAT II, and The Bank of any similar federal or state lawNew York Mellon, as Collateral Agent.

Guaranty. The (a) Each Guarantor hereby unconditionally and absolutely guarantees to the Agent and unconditionally guaranteesthe Lenders, as a guaranty of payment the due and punctual payment, performance and not merely as a guaranty of collection, prompt payment when due, discharge (whether at upon stated maturity, demand, acceleration or otherwise in accordance with the terms thereof) of (i) all of the Obligations, (ii) all terms, conditions, agreements, representations and warranties at any time made by required prepayment, upon acceleration, demand or otherwisethe Borrower to the Agent and the Lenders pursuant to the Loan Agreement and the other Loan Documents, and at (iii) all times thereafterother debts, of any and all existing and future indebtedness obligations and liabilities of every kindthe Borrower to the Agent and the Lenders incurred pursuant to the Loan Agreement and the other Loan Documents, nature and character, whether direct or indirect, absolute or contingent, secured or unsecured, due or to become due, joint or several, primary or secondary, liquidated or unliquidated, voluntary now existing or involuntary and hereafter incurred, created or arising, howsoever evidenced, whether for principal, interest, premiums, fees indemnities, damages, costs, expenses created directly to or otherwise, of the Borrower to the Lender, arising out of those certain Senior Convertible Promissory Notes (as amended from time to time, the “Notes”) made acquired by assignment or otherwise by the Borrower in favor of Agent and the Lender, and sold by the Borrower to the Lender under the Note Purchase Agreement dated as of the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof)Lenders, and whether the Borrower may be liable individually or jointly with others, and regardless of whether recovery upon any of such indebtedness and other debts, obligations or liabilities may be becomes barred by any statute of limitations, is void or hereafter become unenforceable or shall be an allowed or disallowed claim voidable under any proceeding law relating to fraudulent obligations or case commenced by otherwise or against the Guarantor is or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute becomes invalid or unenforceable for any other liquidationreason (the Obligations and all such other debts, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time liabilities and obligations being jointly referred to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws (collectively, as the “Guaranteed Obligations”). The Lender’s books and records showing Without limiting the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This 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 Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all generality of the foregoing. Anything contained , the term “Guaranteed Obligations” as used herein shall include all debts, liabilities and obligations incurred by the Borrower to the contrary notwithstanding, Agent and the obligations Lenders in any bankruptcy case of the Guarantor hereunder at Borrower and any time shall be limited to an aggregate amount equal to interest, fees or other charges accrued in any such bankruptcy, whether or not any such interest, fees or other charges are recoverable from the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer Borrower or conveyance the Borrower’s estate under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state law11 U.S.C. § 506.

Guaranty. The Guarantor Parent hereby absolutely unconditionally guarantees to the Administrative Agent, the Issuing Banks and unconditionally guaranteesthe Lenders and their respective permitted successors and assigns and the subsequent holders of the Obligations (including, as without limitation, any interest on the Loans accruing after the filing of any insolvency, receivership, bankruptcy, dissolution, liquidation, or reorganization proceeding, or in any other proceeding, whether voluntary or involuntary, by or against the Parent, any Borrower or any of the Borrowers' Subsidiaries, under any bankruptcy or insolvency law or laws, federal or state relating to the relief of debtors of any jurisdiction, whether now or hereafter in effect, and in any out-of-court composition, assignment for the benefit of creditors, readjustment of Indebtedness, reorganization, extension or other debt arrangement of any kind (collectively, an "Insolvency Proceeding")), whether or not such interest accrues or is recoverable against the Borrowers after the filing of such petition for purposes of the Bankruptcy Code or is an allowed claim in such proceeding), irrespective of the validity and enforceability of this Agreement, the Notes or the other Loan Documents or the Obligations of the Borrowers or any of the other Guarantors hereunder or thereunder, the value or sufficiency of any Collateral or any other circumstance that might otherwise affect the liability of a guaranty guarantor, that: (i) the principal of payment and performance interest on the Loans, the Notes and not merely as a guaranty all other Obligations of collectionthe Borrowers and the other Guarantors to the Administrative Agent, prompt payment the Issuing Banks and the Lenders under this Agreement, the Notes and the other Loan Documents shall be promptly paid in full when due, whether at stated maturity, by required prepayment, upon acceleration, demand acceleration or otherwise, in accordance with the terms hereof and at all times thereafter, thereof; and (ii) in case of any and all existing and future indebtedness and liabilities extension of every kindtime of payment or renewal of any Notes or any of such other Obligations, nature and characterthe same shall be promptly paid in full when due in accordance with the terms of the extension or renewal, direct or indirectwhether at stated maturity, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses by acceleration or otherwise, . The foregoing guaranty is a guaranty of the Borrower to the Lender, arising out payment and not of those certain Senior Convertible Promissory Notes (as amended from time to timecollection. Failing payment when due of any amount so Guaranteed for whatever reason, the “Notes”) made by Parent will be obligated to pay the Borrower in favor of the Lender, and sold by the Borrower to the Lender under the Note Purchase Agreement dated as of the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness and liabilities 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 or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The Lender’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This 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 Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the 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 (Title 11, United States Code) or any comparable provisions of any similar federal or state lawsame immediately.

Guaranty. The Each Guarantor hereby hereby, jointly and severally, absolutely and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, the prompt payment in full in Dollars when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all existing and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of each Borrower and of each other Loan Party arising under (i) the Borrower to the Lender, arising out of those certain Senior Convertible Promissory Notes (as amended from time to time, the “Notes”) made by the Borrower in favor of the LenderCredit Agreement or any other Loan Document, and sold by the Borrower to the (ii) any Lender under the Note Purchase Agreement dated as of the date hereof Swap Contract (as amended from time to timein each case, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender any Guaranteed Party in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness and liabilities 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 such Guarantor, any Borrower or the Borrower any other Loan Party under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the any Borrower or any other Loan Party of any proceeding under any Debtor Relief Laws whether or not the claim for such interest is allowed in such proceeding (collectively, the “Guaranteed Obligations”). The Lender’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This 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 any Guarantor under this Guaranty, and the each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything Notwithstanding anything contained herein to the contrary notwithstandingcontrary, the obligations of the 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 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 applicable state law.

Guaranty. The Guarantor (a) To induce the Lenders to make the Loans, the Guarantors hereby absolutely each absolutely, unconditionally and unconditionally guaranteesirrevocably guarantee, as a guaranty of payment and performance primary obligors and not merely as a guaranty of collectionsureties, prompt the full and punctual payment when due, whether at stated maturitymaturity or earlier, by required prepayment, upon reason of acceleration, demand mandatory prepayment or otherwise, and at all times thereafterotherwise in accordance herewith or any other Loan Document, of any and all existing and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, the Obligations of the Borrower to under this Agreement (such Obligations, the Lender“Guarantied Obligations”), arising out of those certain Senior Convertible Promissory Notes (as amended whether or not from time to timetime reduced or extinguished or hereafter increased or incurred, the “Notes”) made by the Borrower in favor of the Lender, and sold by the Borrower to the Lender under the Note Purchase Agreement dated as of the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection whether or enforcement thereof), and whether not recovery upon such indebtedness and liabilities may be or hereafter may become barred by any statute of limitations, and whether enforceable or unenforceable as against any Borrower, now or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganizationhereafter existing, or similar debtor relief laws of the United States due or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally become due, including principal, interest (collectively, “Debtor Relief Laws”), and including interest that accrues at the contract rate applicable upon default accrued or accruing after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws Bankruptcy Law, whether or not such interest is an allowed claim in such proceeding), fees and costs of collection. This guaranty constitutes a guaranty of payment and not of collection. (collectivelyb) Each Guarantor further agrees that, if any payment made by the Borrower or any other person and applied to the Guarantied Obligations is at any time annulled, avoided, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid by any Lender or any other holder of Guarantied Obligations (the “Guarantied Parties”) to the Borrower, its estate, trustee, receiver or any other party, including the Guarantors, under any Bankruptcy Law, state or federal law, common law or equitable cause, then, to the extent of such payment or repayment, each Guarantor’s liability under this Guaranty shall be and remain in full force and effect, as fully as if such payment had never been made or, if prior thereto this Guaranty shall have been cancelled or surrendered, the “Guaranteed Obligations”). The Lender’s books Guaranty shall be reinstated in full force and records showing effect, and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of each Guarantor in respect of the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This 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 Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the 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 (Title 11, United States Code) or any comparable provisions of any similar federal or state lawsuch payment.

Guaranty. The Guarantor hereby absolutely absolutely, unconditionally and unconditionally guaranteesirrevocably guarantees for the Guaranteed Parties, as a guaranty of payment and performance their respective successors, endorsees, transferees and not merely as a guaranty of collectionassigns, the full and prompt payment when due, due (whether at stated maturity, by required prepayment, upon declaration, acceleration, demand or otherwise) of all the indebtedness, liabilities and other payment obligations of each Designated Borrower (now existing or hereafter arising pursuant to 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 L/C Obligations, all fees due under the Credit Agreement and all other amounts payable by each Designated Borrower to the Guaranteed Parties thereunder, in connection therewith, and at all times thereafter, of 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 now existing or hereafter arising, whether voluntary or involuntary and future indebtedness and liabilities of every kind, nature and character, direct whether due or indirectnot due, absolute or contingent, liquidated or unliquidated, voluntary determined or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender, arising out of those certain Senior Convertible Promissory Notes (as amended from time to time, the “Notes”) made by the Borrower in favor of the Lender, and sold by the Borrower to the Lender under the Note Purchase Agreement dated as of the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof)undetermined, and whether recovery upon such indebtedness indebtedness, liabilities and liabilities obligations 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 or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the any Designated Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the 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 (collectivelyincluding any and all amounts due under Section 12), shall hereinafter be collectively referred to as the “Guaranteed Obligations.”). The Lender’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This 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 Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the 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 (Title 11, United States Code) or any comparable provisions of any similar federal or state law.

Guaranty. The Guarantor Parent hereby absolutely unconditionally guarantees to the Agents, the Issuing Banks and unconditionally guaranteesthe Lenders and their respective permitted successors and assigns and the subsequent holders of the Obligations (including, as without limitation, any interest on the Loans accruing after the filing of any insolvency, receivership, bankruptcy, dissolution, liquidation, or reorganization proceeding, or in any other proceeding, whether voluntary or involuntary, by or against the Parent, any Borrower or any of the Borrowers' Subsidiaries, under any bankruptcy or insolvency law or laws, federal or state relating to the relief of debtors of any jurisdiction, whether now or hereafter in effect, and in any out-of-court composition, assignment for the benefit of creditors, readjustment of Indebtedness, reorganization, extension or other debt arrangement of any kind (collectively, an "Insolvency Proceeding")), whether or not such interest accrues or is recoverable against the Borrowers after the filing of such petition for purposes of the Bankruptcy Code or is an allowed claim in such proceeding), irrespective of the validity and enforceability of this Agreement, the Notes or the other Loan Documents or the Obligations of the Borrowers or any of the other Guarantors hereunder or thereunder, the value or sufficiency of any Collateral or any other circumstance that might otherwise affect the liability of a guaranty guarantor, that: (i) the principal of payment and performance interest on the Loans, the Notes and not merely as a guaranty all other Obligations of collectionthe Borrowers and the other Guarantors to the Agents, prompt payment the Issuing Banks and the Lenders under this Agreement, the Notes and the other Loan Documents shall be promptly paid in full when due, whether at stated maturity, by required prepayment, upon acceleration, demand acceleration or otherwise, in accordance with the terms hereof and at all times thereafter, thereof; and (ii) in case of any and all existing and future indebtedness and liabilities extension of every kindtime of payment or renewal of any Notes or any of such other Obligations, nature and characterthe same shall be promptly paid in full when due in accordance with the terms of the extension or renewal, direct or indirectwhether at stated maturity, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses by acceleration or otherwise, . The foregoing guaranty is a guaranty of the Borrower to the Lender, arising out payment and not of those certain Senior Convertible Promissory Notes (as amended from time to timecollection. Failing payment when due of any amount so guaranteed for whatever reason, the “Notes”) made by Parent will be obligated to pay the Borrower in favor of the Lender, and sold by the Borrower to the Lender under the Note Purchase Agreement dated as of the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness and liabilities 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 or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The Lender’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This 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 Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the 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 (Title 11, United States Code) or any comparable provisions of any similar federal or state lawsame immediately.

Guaranty. The (a) To induce the Lenders to make the Loans and the Issuers to issue Letters of Credit, each Guarantor hereby absolutely absolutely, unconditionally and unconditionally irrevocably guarantees, jointly with the other Guarantors and severally, as primary obligor and not merely as surety, the full and punctual payment when due and in the currency due, whether at stated maturity or earlier, by reason of acceleration, mandatory prepayment or otherwise in accordance herewith or any other Loan Document, of all the Guarantied Obligations, whether 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, whether or not enforceable as against the Borrower or any other Loan Party, whether now or hereafter existing, and whether due or to become due, including principal, interest (including interest at the contract rate applicable upon default accrued or accruing after the commencement of any proceeding under the Bankruptcy Code, or any GUARANTY KNOLOGY, INC. applicable provisions of comparable state or foreign law, whether or not such interest is an allowed claim in such proceeding), fees and costs of collection. This Guaranty constitutes a guaranty of payment and performance and not merely as a guaranty of collection. (b) Each Guarantor further agrees that, prompt if (i) any payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all existing and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender, arising out of those certain Senior Convertible Promissory Notes (as amended from time to time, the “Notes”) made by the Borrower in favor of the Lender, and sold by the Borrower to the Lender under the Note Purchase Agreement dated as of the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness and liabilities 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 or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidationPerson and applied to the Guarantied Obligations is at any time annulled, conservatorshipavoided, bankruptcyset aside, assignment for the benefit of creditorsrescinded, moratoriuminvalidated, rearrangement, receivership, insolvency, reorganizationdeclared to be fraudulent or preferential or otherwise required to be refunded or repaid, or similar debtor relief laws (ii) the proceeds of Collateral are required to be returned by any Guarantied Party to the Borrower, its estate, trustee, receiver or any other party, including any Guarantor, under any bankruptcy law, equitable cause or any other Requirement of Law, then, to the extent of such payment or repayment, any such Guarantor’s liability hereunder (and any Lien or other Collateral securing such liability) shall be and remain in full force and effect, as fully as if such payment had never been made. If, prior to any of the United States foregoing, this Guaranty shall have been cancelled or surrendered (and if any Lien or other applicable jurisdictions from time to time in effect and affecting the rights Collateral securing such Guarantor’s liability hereunder shall have been released or terminated by virtue of creditors generally (collectively, “Debtor Relief Laws”such cancellation or surrender), this Guaranty (and including interest that accrues after such Lien or other Collateral) shall be reinstated in full force and effect, and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the commencement by or against the Borrower obligations of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The Lender’s books and records showing such Guarantor in respect of the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations such payment (or any instrument Lien 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 Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the 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 (Title 11, United States Code) or any comparable provisions of any similar federal or state lawother Collateral securing such obligation).

Guaranty. The Guarantor hereby absolutely and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all existing and future indebtedness and liabilities (including without limitation the Obligations) of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower Obligors to the LenderSecured Parties, arising out whether associated with any credit or other financial accommodation made to or for the benefit of those certain Senior Convertible Promissory Notes (as amended from time to time, the “Notes”) made Obligors by the Borrower in favor of the LenderSecured Parties or otherwise and whenever created, and sold by the Borrower to the Lender under the Note Purchase Agreement dated as of the date hereof (as amended from time to timearising, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) evidenced or acquired (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costsreasonable and documented, reasonable out of pocket third-party fees costs and expenses, including attorneys’ fees and expenses incurred by the Lender Secured Parties in connection with the collection or enforcement thereof), in each case, under and pursuant to the Loan Documents, and whether recovery upon such indebtedness and liabilities 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 or the Borrower any other Obligor under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the Borrower any Obligor of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The Lender▇▇▇▇▇▇’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive conclusive, absent manifest error, for the purpose of establishing the amount of the Guaranteed Obligations. This 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 Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything Notwithstanding any other provision contained herein to the contrary notwithstandingherein, the obligations enforcement of the Guarantor Guarantor’s obligations hereunder at any time shall be limited to an aggregate amount equal the Collateral Agent’s exercise of remedies pursuant to the largest amount that would not render its obligations hereunder subject to avoidance certain Pledge Agreement, dated as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11date hereof, United States Code) or any comparable provisions among the Guarantor, Borrower HAT, and The Bank of any similar federal or state lawNew York Mellon, as Collateral Agent.

Guaranty. The Guarantor (a) In consideration of, and in order to induce the Administrative Agent and the Lenders to enter into the Amendment and to make Loans to, and the Issuing Bank to issue Letters of Credit for the account of, the Borrowers (including, without limitation, any additional Persons becoming Borrowers under the Credit Agreement after the date hereof), WIL-Switzerland hereby absolutely absolutely, unconditionally and unconditionally guaranteesirrevocably guarantees in favor of all of the Lenders, as a guaranty of the Administrative Agent and the Issuing Bank, the punctual payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all existing and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses acceleration or otherwise, of the Obligations and all covenants of the Borrowers and the other Guarantors, now or hereafter existing under the Credit Agreement and the other Loan Documents to which any Borrower or any Guarantor is a party, whether for principal, LC Exposure, interest (including interest accruing or becoming owing both prior to and subsequent to the Lender, arising out commencement of those certain Senior Convertible Promissory Notes (as amended from time any proceeding against or with respect to time, the “Notes”) made by the any Borrower in favor of the Lender, and sold by the Borrower to the Lender or any Guarantor under the Note Purchase Agreement dated as of the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) any applicable bankruptcy or insolvency law (including all renewalsthe Bankruptcy Code), extensionsfees, amendmentscommissions, refinancings and other modifications thereof and all costs, expenses (including reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereofexpenses)), and whether recovery upon such indebtedness and liabilities 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 or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganizationindemnities, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally otherwise (collectivelyall such obligations being, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws (collectivelyas applicable, the “Guaranteed Obligations”). The WIL-Switzerland agrees to pay any and all expenses incurred by each Lender’s books , the Administrative Agent and records showing the amount of the Guaranteed Obligations shall be admissible Issuing Bank in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. enforcing this Guaranty against WIL-Switzerland. (b) This Guaranty shall is an absolute, unconditional, present and continuing guaranty of payment and not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations collection and is in no way conditioned upon any attempt to collect from any Borrower or any instrument Guarantor or agreement evidencing any Guaranteed Obligationsother action, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact occurrence or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the whatsoever. (c) The obligations of the Guarantor WIL-Switzerland under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the Guarantor hereunder at any time Guaranty shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder this Guaranty 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 applicable law.

Guaranty. The Each Guarantor hereby absolutely and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all existing and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the LenderAdministrative Agent, L/C Issuers, Swing Line Lenders and/or Lenders (Administrative Agent, L/C Issuers, Swing Line Lenders and Lenders are collectively referred to herein as “Secured Parties” and individually as a “Secured Party”), arising out of those certain Senior Convertible Promissory Notes (as amended from time to timeunder the Credit Agreement, the “Notes”) made by the Borrower in favor of the Lender, and sold by the Borrower to the Lender under the Note Purchase Agreement dated as of the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lenderother Credit Documents, and all instruments, agreements and other Transaction documents of every kind and nature now or hereafter executed in connection with the Credit Agreement and the other Credit Documents (hereinafter, as such term is defined in the Notes) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender Administrative Agent in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness and liabilities may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the any Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”); provided that the Guaranteed Obligations shall exclude any Excluded Swap Obligations (as hereinafter defined). The Lender’s Secured Parties’ books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and and, absent manifest error, shall be binding upon the each Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This 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 any Guarantor under this Guaranty, and the each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the 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 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.

Guaranty. The Guarantor Guarantors hereby absolutely jointly and severally unconditionally guarantees, as a guaranty of payment and performance irrevocably guarantee the full and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand acceleration or otherwise, of, and at all times thereafterthe performance of, of any and all (a) the Obligations, whether now or hereafter existing and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costsfees, 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, reasonable expenses and reasonable counsel fees and expenses of the Administrative Agent and the Lenders) incurred by any of the Guarantied Parties in enforcing any rights under this Guaranty and (d) all present and future amounts that would become due but for the operation of any provision of Debtor Relief Laws, and all present and future accrued and unpaid interest, including, without limitation, all post-petition interest if the Borrower or any Guarantor voluntarily or involuntarily becomes subject to any Debtor Relief Laws (the 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 to pay any of the LenderGuarantied 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, arising out of those certain Senior Convertible Promissory Notes (as amended from time to timeby acceleration or otherwise), the “Notes”) made 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 Borrower in favor Guarantied Parties of this Guaranty or the creation or incurrence of any of the LenderGuarantied Obligations. This Guaranty is an absolute guaranty of payment and performance of the Guarantied Obligations and not a guaranty of collection, and sold meaning that it is not necessary for the Guarantied Parties, in order to enforce payment by the Borrower 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 or in any other Loan Document to the Lender under the Note Purchase Agreement dated as of the date hereof (as amended from time to timecontrary, the “NPA”) between the Borrower and Lenderin any action or .proceeding involving any state corporate law, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness and liabilities 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 or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, state or federal bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States reorganization or other applicable jurisdictions from time to time in effect and law affecting the rights of creditors generally 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, “Debtor Relief Fraudulent Transfer Laws”), and including interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The Lender’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This 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 any Guarantor under this GuarantySection 1 would otherwise, and the 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 hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all respect of the foregoing. Anything contained herein intercompany Indebtedness to the contrary notwithstanding, Borrower to the obligations of the Guarantor hereunder at any time shall extent that such Indebtedness would be limited to discharged in an aggregate amount equal to the largest 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 would is valid and enforceable and not render its obligations hereunder subject subordinated to avoidance the claims of other creditors as a fraudulent transfer determined in such action or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state lawproceeding.

Guaranty. The To induce the SDCL Parties to make and perform the Purchase Agreement and Transaction Documents, the Guarantor hereby absolutely and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment and performance when due, whether at stated maturity, by required prepayment, upon acceleration, termination, demand or otherwise, and at all times thereafter, of any and all existing and future obligations, indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principalpurchase consideration, interest, premiumsfees, fees indemnities, damages, costs, expenses or otherwise, of the Borrower ADG to the Lender, Purchaser and the Company arising out of those certain Senior Convertible Promissory Notes (as amended from time to time, under the “Notes”) made by the Borrower in favor of the LenderPurchase Agreement, and sold any instruments, agreements or other documents of any kind or nature now or hereafter executed by ADG in connection with the Borrower to the Lender under the Note Purchase Agreement dated as of the date hereof (as amended from time to timeAgreement, the “NPA”) between the Borrower and Lenderwhenever created, and all other Transaction Documents (hereinafterarising, as such term is defined in the Notes) evidenced or acquired (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender Purchaser or the Company in connection with the collection or enforcement thereof), and whether recovery upon such obligations, indebtedness and liabilities may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against any of the Guarantor or the Borrower Tecogen Parties under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against any of the Borrower Tecogen Parties of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The Lender’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This 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 Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the 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 (Title 11, United States Code) or any comparable provisions of any similar federal or state law.

Guaranty. The (a) Subject to clause (b) of this Section 2 Guarantor hereby absolutely hereby, unconditionally and unconditionally guaranteesirrevocably, as a guaranty of guarantees to Buyer the prompt and complete payment and performance and not merely as a guaranty of collection, prompt payment the Obligations by Seller when due, due (whether at the stated maturity, by required prepayment, upon acceleration, demand acceleration or otherwise), as the case may be. (b) Notwithstanding anything in this Guaranty or in any other Transaction Document to the contrary and at subject to clauses (c), (d), (e) and (g) below, the maximum liability of Guarantor under this Guaranty shall in no event exceed fifty percent (50%) of the then-current aggregate outstanding Repurchase Price of all times thereafterPurchased Assets. (c) Notwithstanding the foregoing, the limitation on recourse liability as set forth in clause (b) above SHALL BECOME NULL AND VOID and shall be of no further force and effect and the Obligations immediately shall become full recourse to Guarantor in the event of any and all existing and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender, arising out of those certain Senior Convertible Promissory Notes following: (as amended from time to time, the “Notes”i) made by the Borrower in favor of the Lender, and sold by the Borrower to the Lender under the Note Purchase Agreement dated as of the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term a voluntary bankruptcy or insolvency proceeding is defined in the Notes) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness and liabilities may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by Seller or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The Lender’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This 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 Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the 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 (Title 11, United States Code) or any comparable provisions of any similar federal or state law; or (ii) an involuntary bankruptcy or insolvency proceeding is commenced against Seller or Guarantor in connection with which Seller, Guarantor, or any Affiliate of any of the foregoing has or have colluded in any way with the creditors commencing or filing such proceeding. (d) In addition to the foregoing and notwithstanding the limitation on recourse liability set forth in clause (b) above, Guarantor shall be liable for any and all actual out-of-pocket losses, costs, claims, expenses or other liabilities incurred by Buyer arising out of or attributable to the following items: (i) fraud or intentional misrepresentation by Seller, Guarantor or any Affiliate of Seller or Guarantor in connection with the execution and the delivery of any Transaction Document, or any certificate, report, financial statement or other instrument or document furnished to Buyer at the time of the closing of the Repurchase Agreement or during the term of the Repurchase Agreement; (ii) a Recharacterization Event; (iii) any material breach of the separateness covenants set forth in Section 13 of the Repurchase Agreement; (iv) any Change of Control; (v) any material breach of any representations and warranties made by Seller, Pledgor, Guarantor or any Affiliate of Seller contained in any Transaction Document, including but not limited to any representations and warranties relating to Environmental Laws, or any indemnity for costs incurred in connection with the violation of any Environmental Law, the correction of any environmental condition, or the removal of any substances, materials, wastes, pollutants or contaminants defined as hazardous or toxic or regulated under any applicable Environmental Law, in each case in any way affecting Seller’s or any of its Affiliate’s properties or any of the Purchased Assets; provided, that Guarantor shall have no liability under this clause (d)(v) with respect to breaches of representations or warranties relating to any Environmental Laws, violations of Environmental Laws or environmental conditions relating to conditions on any Mortgaged Property first arising on or after the date upon which Buyer enforces its remedies with respect to the related Purchased Asset pursuant to Section 14(b)(iii) or 14(b)(iv) of the Repurchase Agreement following an Event of Default; or (vi) any failure of Seller to perform the Assumed Obligations relating to any Purchased Asset during the period that such Assumed Obligations are the obligations of Seller pursuant to Section 6(e) of the Repurchase Agreement (including, without limitation, any cost of defense, including reasonable attorneys’ fees of outside counsel, incurred by Buyer in connection with any claim, action, litigation or other proceeding brought against Buyer by a Mortgagor as a result of such failure of Seller to perform the Assumed Obligations). (e) Notwithstanding the limitation on recourse liability set forth in clause (b) above, Guarantor agrees to pay all actual out-of-pocket costs and expenses that Buyer incurs defending itself or asserting any rights in any litigation commenced by or against a Mortgagor, guarantor, participant or other obligor or lender under a Purchased Asset and arising out of or relating to any event of default by such Mortgagor, guarantor, participant or other obligor or lender under the related Purchased Asset Documents prior to Buyer enforcing its remedies with respect to the related Purchased Asset pursuant to Section 14(b)(iii) or 14(b)(iv) of the Repurchase Agreement. (f) Nothing herein shall be deemed to be a waiver of any right which Buyer may have under Section 506(a), 506(b), 1111(b) or any other provision of the Bankruptcy Code to file a claim for the full amount of the indebtedness secured by the Repurchase Agreement or to require that all collateral shall continue to secure all of the indebtedness owing to Buyer in accordance with the Repurchase Agreement or any other Transaction Documents. (g) Notwithstanding the limitation on recourse liability set forth in clause (b) above, Guarantor further agrees to pay all reasonable and documented out-of-pocket expenses (including, without limitation, all reasonable out-of-pocket fees and disbursements of outside counsel) which are actually incurred by Buyer in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, Guarantor under this Guaranty. (h) No payment or payments made by Seller or any other Person or received or collected by Buyer from Seller 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 Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of Guarantor under this Guaranty which shall, notwithstanding any such payment or payments, remain liable for the amount of the Obligations (subject to the limitations set forth in Section 2(b) hereof) until the Obligations are paid in full; provided, that this provision is not intended to allow Buyer to recover an amount greater than the amount of the Obligations (subject to the limitations set forth in Section 2(b) hereof). (i) Guarantor agrees that whenever, at any time, or from time to time, Guarantor shall make any payment to Buyer on account of Guarantor’s liability under this Guaranty, Guarantor will notify Buyer in writing that such payment is made under this Guaranty for such purpose.

Guaranty. The Except for any release of any Guarantor pursuant to Section 9.10 of the Credit Agreement, each Guarantor hereby absolutely absolutely, irrevocably and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all existing and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender, arising out of those certain Senior Convertible Promissory Notes (as amended from time to time, the “Notes”) made by the Borrower in favor of the Lender, and sold by the Borrower to the Lender under the Note Purchase Agreement dated as of the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) Obligations (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender Administrative Agent, the Collateral Agent, the Lenders and/or the L/C Issuers in connection with the collection or enforcement thereofthereof in accordance with Section 10.04 of the Credit Agreement), and whether recovery upon such indebtedness and liabilities Obligations may be or hereafter become becomes unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the any Guarantor or the any Borrower under the Bankruptcy Code (Title 11, United States Code), any Canadian Insolvency Law, any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States States, Canada or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the such Borrower of any proceeding under any Debtor Relief Laws Laws, but excluding any Excluded Swap Obligations (collectively, the “Guaranteed Obligations”). The LenderAdministrative Agent’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the each Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed ObligationsObligations absent manifest error. This 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 a Guarantor under this Guaranty, and the each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the each Guarantor hereunder (other than any Guarantor which is incorporated under the laws of Canada or any province or territory thereof) 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 (Title 11, United States Code) or any comparable provisions of any similar federal or state law.

Guaranty. The (a) To induce the Lenders to make the Term Loans and extend other financial accommodations to the Borrowers thereunder, and to induce each other Secured Party to extend financial accommodations to or for the benefit of one or more Grantors, each Guarantor hereby absolutely hereby, jointly and severally, absolutely, unconditionally and irrevocably, guarantees, as a guaranty of payment and performance primary obligor and not merely as a guaranty of collectionsurety, prompt the full and punctual payment when due, whether at stated maturitymaturity or earlier, by required prepayment, upon reason of acceleration, demand mandatory prepayment or otherwiseotherwise in accordance with any Loan Document, of all Obligations of each Borrower and of the other Guarantors, whether existing on the date hereof or hereafter incurred, created or arising and whether 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 Borrower or any of the other Guarantors, now or hereafter in effect, or due or to become due, including, without limitation, all principal, interest (including interest accruing at all times thereafter, the then applicable rate provided in the Loan Agreement after the maturity thereof and interest accrued or accruing at the then applicable rate provided in the Loan Agreement upon the commencement or during the pendency of any Insolvency Proceeding, regardless of whether such interest or a claim for post-filing or post-petition interest is allowed or allowable in such Insolvency Proceeding), and any applicable Prepayment Premium in respect of the Term Loans, and all existing other monetary obligations of each Borrower and future indebtedness of the other Guarantors arising under, out of, in respect of or in connection with the Loan Agreement, the Notes or any of the other Loan Documents, including but not limited to fees, costs, expenses and liabilities of every kindindemnities, nature and characterin all cases whether primary or secondary, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary due or involuntary and whether for principalto become due, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender, arising out of those certain Senior Convertible Promissory Notes (as amended from time to time, the “Notes”) made by the Borrower in favor of the Lender, and sold by the Borrower to the Lender under the Note Purchase Agreement dated as of the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness and liabilities may be now existing or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws incurred (collectively, the “Guaranteed Obligations”). (b) Each Guarantor’s Guaranty hereunder constitutes a continuing guaranty of payment and not of collection, and a debt of each Guarantor for its own account. The Lender’s books Accordingly, neither an Agent nor any of the other Secured Parties shall be obligated or required before enforcing this Guaranty against any Guarantor, to: (i) pursue any right or remedy any of them may have against any Borrower, any other Guarantor or any other Person or commence any suit or other proceeding against any Borrower, any other Guarantor or any other Person in any court or other tribunal; (ii) make any claim in a liquidation, bankruptcy or other Insolvency Proceeding of or in respect of any Borrower, any other Guarantor or any other Person; (iii) make demand of any Borrower, any other Guarantor or any other Person; or (iv) enforce or seek to enforce or realize upon any collateral security held by the Collateral Agent or any other Secured Party which may secure any of the Guaranteed Obligations. (c) Any term or provision of this Agreement or any other Loan Document to the contrary notwithstanding, the maximum aggregate amount for which any Guarantor shall be liable under this Guaranty shall not exceed the maximum amount for which such Guarantor can be liable without rendering the obligations of such Guarantor under this Guaranty or any other Loan Document, as it relates to such Guarantor, subject to avoidance under Applicable Laws relating to fraudulent conveyance or fraudulent transfer (including the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act, Section 548 of Title 11 of the United States Code, and records showing any applicable provisions of comparable Applicable Laws) (collectively, the “Fraudulent Transfer Laws”). Any analysis of the provisions of this Guaranty for purposes of the Fraudulent Transfer Laws shall take into account the right of contribution established in Section 2.2 hereof and, for purposes of such analysis, give effect to any discharge of intercompany debt as a result of any payment made under this Guaranty. Notwithstanding the foregoing, this Section 2.1(c) is intended solely to preserve the rights of the Collateral Agent and the other Secured Parties hereunder to the maximum extent that would not cause the obligations of any Guarantor hereunder to be subject to avoidance under the Fraudulent Transfer Laws, and no Guarantor or any other Person shall have any right or claim under this Section 2.1(c) or otherwise as against the Collateral Agent or any other Secured Party that would not otherwise be available to such Person under the Fraudulent Transfer Laws. (d) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing this Guaranty or affecting the rights and remedies of any Secured Party hereunder. (e) This Guaranty shall remain in full force and effect until the Termination Date occurs, notwithstanding that from time to time during the term of the Loan Agreement no Guaranteed Obligations may be outstanding. (f) No payment made by the Borrowers, any of the Guarantors, any other guarantor or any other Person or received or collected by any Secured Party from the Borrowers, any of the Guarantors, 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 reduction of or in payment of the Obligations shall be admissible in evidence in deemed to modify, reduce, release or otherwise affect the liability of any action or proceedingGuarantor hereunder, and shall be binding upon the each Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected shall, notwithstanding any such payment (other than any payment made by the genuineness, validity, regularity or enforceability such Guarantor in respect of the Guaranteed Obligations or any instrument payment received or agreement evidencing any collected from such Guarantor in respect of the 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 remain liable for the Guaranteed Obligations which might otherwise constitute a defense up to the obligations maximum liability of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the such Guarantor hereunder at any time shall be limited to an aggregate amount equal to until 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 (Title 11, United States Code) or any comparable provisions of any similar federal or state lawTermination Date occurs.

Guaranty. The (a) To induce the Lenders to make the Loans, each Guarantor hereby absolutely absolutely, unconditionally and unconditionally irrevocably guarantees, jointly with the other Guarantors and severally, as primary obligor and not merely as surety, the full and punctual payment when due and in the currency due, whether at stated maturity or earlier, by reason of acceleration, mandatory prepayment or otherwise in accordance herewith or any other Loan Document, of all the obligations of the Borrowers under the Loan Documents (collectively, the “Obligations”), whether 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, whether or not enforceable as against any Borrower, whether now or hereafter existing, and whether due or to become due, including principal, interest (including interest at the contract rate applicable upon default accrued or accruing after the commencement of any proceeding under Title 11 of the United States Code (the “Bankruptcy Code”), or any applicable provisions of comparable state or foreign law, whether or not such interest is an allowed claim in such proceeding), fees and costs of collection. This Guaranty constitutes a guaranty of payment and performance and not merely as a guaranty of collection. (b) Each Guarantor further agrees that, prompt if any payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all existing and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender, arising out of those certain Senior Convertible Promissory Notes (as amended from time to time, the “Notes”) made by the a Borrower in favor of the Lender, and sold by the Borrower to the Lender under the Note Purchase Agreement dated as of the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness and liabilities 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 or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidationPerson and applied to the Obligations is at any time annulled, conservatorshipavoided, bankruptcyset aside, assignment for rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid, then, to the benefit extent of creditorssuch payment or repayment, moratoriumany such Guarantor’s liability hereunder shall be and remain in full force and effect, rearrangementas fully as if such payment had never been made. If, receivership, insolvency, reorganization, or similar debtor relief laws prior to any of the United States foregoing, this Guaranty shall have been cancelled or other applicable jurisdictions from time to time surrendered, this Guaranty shall be reinstated in effect full force and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”)effect, and including interest that accrues after such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the commencement by or against the Borrower obligations of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The Lender’s books and records showing such Guarantor in respect of the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This 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 Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the 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 (Title 11, United States Code) or any comparable provisions of any similar federal or state lawsuch payment.

Guaranty. The Guarantor hereby absolutely and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand demand, or otherwise, and at all times thereafter, of any and all of the Senior Secured Obligations, whether now existing and future indebtedness and liabilities or hereafter arising of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees fees, indemnities, damages, costs, expenses expenses, or otherwise, of the Borrower to the Lender, arising out of those certain Senior Convertible Promissory Notes (as amended from time to time, the “Notes”) made by the Borrower in favor of the Lender, and sold by the Borrower to the Lender under the Note Purchase Agreement dated as of the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) otherwise (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender Secured Parties in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness and liabilities 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 or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The LenderCollateral Agent’s and each of the other Secured Party’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations, absent manifest error. This Guaranty shall not be affected by the genuineness, validity, regularity 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 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 Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the 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 (Title 11, United States Code) or any comparable provisions of any similar federal or state law.

Guaranty. The Guarantor hereby absolutely FOR VALUE RECEIVED and unconditionally guaranteesin consideration for and as an inducement to NORMANDY ▇▇▇▇▇▇▇▇▇ ROAD, LLC, a Delaware limited liability company (“Landlord”) to lease certain real property to OXFORD IMMUNOTEC, LIMITED, a Delaware corporation, as tenant (“Tenant”), pursuant to a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all existing and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender, arising out of those certain Senior Convertible Promissory Notes (as amended from time to time, the “Notes”) made by the Borrower in favor of the Lender, and sold by the Borrower to the Lender under the Note Purchase Agreement lease dated as of March 1, 2013 (the date hereof (as amended from time to time“Lease”) by and between Landlord and Tenant, the undersigned, OXFORD IMMUNOTEC, LIMITED, a United Kingdom company (“NPAGuarantor”) between ), does hereby unconditionally and irrevocably guarantee to Landlord the Borrower and Lender, and punctual payment of all other Transaction Documents Rent (hereinafter, as such term is defined in the NotesLease) (including all renewals, extensions, amendments, refinancings payable by Tenant under the Lease throughout the term of the Lease and other modifications thereof any and all costsrenewals and extensions thereof in accordance with and subject to the provisions of the Lease, and the full performance and observance of all other terms, covenants, conditions and agreements therein provided to be performed and observed by Tenant under the terms of the Lease, for which the 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 agree to pay to Landlord in each and every instance such sum or sums of money and 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 Landlord in connection therewith, including, without limitation, reasonable attorneys’ fees fees. Such payments of Rent and expenses incurred other sums shall be made monthly or at such other intervals as the same shall or may become payable under the Lease, including any accelerations thereof, all without requiring any notice from Landlord (other than any notice required by the Lender in connection with Lease) of such non-payment or non performance, all of which the collection undersigned hereby expressly waives. The maintenance of any action or enforcement thereof), and whether recovery upon such indebtedness and liabilities proceeding by Landlord to recover any sum or sums that 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 or the Borrower due under the Bankruptcy Code (Title 11Lease and to secure the performance of any of the other terms, United States Code)covenants and conditions of the Lease shall not preclude Landlord from thereafter instituting and maintaining subsequent actions or proceedings for any subsequent Default or Defaults of Tenant under the Lease. The undersigned does hereby consent that without affecting the liability of the undersigned under this Guaranty and without notice to the undersigned, any successor statute 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 other liquidationof them, conservatorshipand such time extended and indulgence granted, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The Lender’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligationstime, or by the existence, validity, enforceability, perfection, non-perfection Tenant may be dispossessed or extent Landlord may avail itself 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 Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to exercise any or all of the foregoingrights and remedies against Tenant provided by law or by the Lease, and may proceed either against Tenant alone or jointly against Tenant and the undersigned or against the undersigned alone without first prosecuting or exhausting any remedy or claim against Tenant. Anything contained herein The undersigned does hereby further consent to any subsequent change, modification or amendment of the contrary notwithstandingLease as agreed by the parties in any of its terms, covenants or conditions, or 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 hereunder at undersigned hereunder. The undersigned does hereby further agree that in respect of any time payments made by the undersigned hereunder, the undersigned shall not have any rights based on suretyship, subrogation 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 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 the benefit of the undersigned and Landlord and their respective heirs, legal representatives, successors and assigns. The undersigned, if there be more than one, shall be limited jointly and severally liable hereunder, and for purposes of such several liability the word “undersigned” wherever used herein shall be construed to an aggregate amount equal 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 pay to Landlord, upon demand, all reasonable attorneys’ fees, costs and expenses, including, without limitation, court costs, filing fees, recording costs, and all other costs and expenses incurred in connection therewith (all of which are referred to herein as “Enforcement Costs”), in 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 undersigned submits to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 jurisdiction of the Bankruptcy Code (Title 11, United States Code) courts of said state. Any notice or any comparable other communication to be given to Landlord or the undersigned hereunder shall be in writing and sent in accordance with the notice provisions of any similar federal or state lawthe 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 change in address.

Guaranty. The (a) Each Guarantor hereby hereby, jointly and severally, absolutely and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collectioncollection or as a surety, the prompt payment in full in cash when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of all Obligations and any and all other existing and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees fees, indemnities, damages, costs, expenses or otherwise, of the Borrower any Loan Party arising under (i) any Loan Document or otherwise with respect to the Lenderany Loan or Letter of Credit, arising out of those certain Senior Convertible Promissory Notes (as amended from time to timeii) any Secured Swap Agreements and (iii) any Secured Treasury Management Agreements (in each case, the “Notes”) made by the Borrower in favor of the Lender, and sold by the Borrower to the Lender under the Note Purchase Agreement dated as of the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by any holder of the Lender Obligations in connection with the collection or enforcement thereof), and whether recovery upon such Obligations and other indebtedness and liabilities 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 or the such Guarantor, Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Loan Party under any Debtor Relief Laws”), and including interest that accrues after the commencement by or against the Borrower or any other Loan Party of any proceeding under any Debtor Relief Laws whether or not the claim for such interest is allowed in such proceeding (collectively, the “Guaranteed Obligations”). ; provided that, notwithstanding anything to the contrary herein or in any Loan Document, “Guaranteed Obligations” shall not include, with respect to any Loan Party, any Excluded Swap Obligations of such Loan Party. (b) The Lender’s books and records of the holders of the Obligations showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor Guarantors and conclusive conclusive, absent manifest error, for the purpose of establishing the amount of the Guaranteed ObligationsObligations at any time. This 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 thereforsecuring the Guaranteed Obligations, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the any Guarantor under this Guaranty, and the each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything . (c) Notwithstanding anything contained herein to the contrary notwithstandingcontrary, the obligations Guaranteed Obligations of the 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 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 applicable state law.

Guaranty. (a) The Guarantor hereby absolutely unconditionally and unconditionally guarantees, as a guaranty of irrevocably guaranties to Callaway Golf the payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwiseof, and at promises to pay to Callaway Golf, or order, all times thereafterindebtedness and obligations, of any and all existing and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwisewhatsoever, of the Borrower under the Note and any and all extensions, renewals, substitutions, replacements, and modifications thereof, whether now in existence or hereafter created, including, without limitation, (i) all principal of and interest on the Note and (ii) all fees, charges, costs, and other amounts payable by the Borrower under the Note (all of the foregoing obligations, the "Guarantied Obligations"). (b) This is a continuing guaranty relating to the LenderGuarantied Obligations, including, without limitation, obligations and liabilities arising out of those certain Senior Convertible Promissory Notes (as amended under successive and future transactions that either increase, decrease, or continue the Guarantied Obligations, or, from time to time, the “Notes”) made renew Guarantied Obligations that have been satisfied, independent of and in addition to any guaranty, endorsement, or collateral now or hereafter held by Callaway Golf, whether or not furnished by the Borrower in favor of the Lender, and sold by the Borrower to the Lender under the Note Purchase Agreement dated as of the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness and liabilities 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 or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The Lender’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed ObligationsGuarantor. This Guaranty shall not apply and be affected irrevocable with respect to any indebtedness created or incurred even after actual receipt 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 Callaway Golf of any collateral thereforwritten notice of revocation by Guarantor which indebtedness arises out of any extension, renewal, advance, additional advance, refunding, replacement or by modification of any fact or circumstance relating indebtedness originally created prior to the Guaranteed Obligations which might otherwise constitute a defense actual receipt of such written notice regardless of whether such extension, renewal, advance, additional advance, refunding replacement or modification occurs prior to the obligations of the Guarantor under this Guarantysuch revocation, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating right to any or all revoke this Guaranty and the benefits of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the 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 California Civil Code Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state law2815.

Guaranty. The Guarantor hereby absolutely and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all existing and future indebtedness and liabilities (including without limitation the Obligations) of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower Obligors to the LenderSecured Parties, arising out whether associated with any credit or other financial accommodation made to or for the benefit of those certain Senior Convertible Promissory Notes (as amended from time to time, the “Notes”) made Obligors by the Borrower in favor of the LenderSecured Parties or otherwise and whenever created, and sold by the Borrower to the Lender under the Note Purchase Agreement dated as of the date hereof (as amended from time to timearising, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) evidenced or acquired (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costsreasonable and documented, reasonable out of pocket third-party fees costs and expenses, including attorneys’ fees and expenses incurred by the Lender Secured Parties in connection with the collection or enforcement thereof), in each case, under and pursuant to the Loan Documents, and whether recovery upon such indebtedness and liabilities 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 or the Borrower any other Obligor under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the Borrower any Obligor of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The Lender’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive conclusive, absent manifest error, for the purpose of establishing the amount of the Guaranteed Obligations. This 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 Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything Notwithstanding any other provision contained herein to the contrary notwithstandingherein, the obligations enforcement of the Guarantor Guarantor’s obligations hereunder at any time shall be limited to an aggregate amount equal the Collateral Agent’s exercise of remedies pursuant to that certain Pledge Agreement, dated as of July 19, 2013, among the largest amount that would not render its obligations hereunder subject to avoidance Guarantor, Borrower HAT I and The Bank of New York Mellon, as a fraudulent transfer or conveyance under Section 548 of Collateral Agent (the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state law“Collateral Agent”).

Guaranty. The Guarantor Guarantor, hereby absolutely absolutely, unconditionally and unconditionally irrevocably guarantees, as a guaranty of payment and performance primary obligor and not merely as a guaranty surety, (a) all obligations and payments by the Borrower of: (i) the principal of collectionand premium, prompt payment if any, and interest at the rate specified in the Loan Agreements (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding ("Post-Petition Interest") under the Loan Agreements (including any reimbursement obligation for disbursements and interest (including Post-Petition Interest) when and as due, whether at stated scheduled maturity, by required date set for prepayment, upon acceleration, demand by acceleration or otherwise, and at and (ii) the prompt performance of all times thereaftercovenants, of any and all existing and future indebtedness agreements, obligations and liabilities of every kindthe Borrower to the Lender under or in respect of the Loan Agreements, nature when and characteras due, including fees, costs, expenses (including, without limitation, reasonable fees and expenses of counsel incurred by the Lender in enforcing any rights under this Agreement or the Loan Agreements, contract causes of action and indemnities, whether primary, secondary, direct or indirect, absolute or contingent, liquidated fixed or unliquidatedotherwise (including monetary obligations incurred during the pendency of any bankruptcy, voluntary insolvency, receivership or involuntary other similar proceeding, regardless of whether allowed or allowable in such proceeding); and Guaranty Agreement –Focus Venture Partners, Inc. (b) all such obligations in subsection (a), whether for principalnow or hereafter existing, interest, premiums, fees indemnities, damages, costs, expenses being referred to collectively as the "Obligations". Guarantor further agrees that all or otherwise, part of the Borrower Obligations may be increased, extended, substituted, amended, renewed or otherwise modified without notice to or consent from such Guarantor and such actions shall not affect the Lender, arising out liability of those certain Senior Convertible Promissory Notes (as amended from time to time, such Guarantor hereunder. Without limiting the “Notes”) made by the Borrower in favor generality of the Lenderforegoing, Guarantor's liability shall extend to all amounts that constitute part of the Obligations and sold by the Borrower would be owed to the Lender under the Note Purchase Agreement dated as or in respect of the date hereof (as amended from time to timeLoan Agreements, but for the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness and liabilities may be or hereafter become fact that they are unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against not allowable due to the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, existence of a bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, reorganization or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The Lender’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This 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 Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the 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 (Title 11, United States Code) or any comparable provisions of any similar federal or state lawinvolving Borrower.

Guaranty. The Except for any release of any Guarantor pursuant to Section 9.10 of the Credit Agreement, each Guarantor hereby absolutely absolutely, irrevocably and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all existing and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender, arising out of those certain Senior Convertible Promissory Notes (as amended from time to time, the “Notes”) made by the Borrower in favor of the Lender, and sold by the Borrower to the Lender under the Note Purchase Agreement dated as of the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) Obligations (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender Administrative Agent, the Sustainability Structuring Agent, the Lenders and/or the L/C Issuers in connection with the collection or enforcement thereofthereof in accordance with Section 10.04 of the Credit Agreement), and whether recovery upon such indebtedness and liabilities Obligations may be or hereafter become becomes unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the any Guarantor or the any Borrower under the Bankruptcy Code (Title 11, United States Code), any Canadian Insolvency Law, any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States States, Canada or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the such Borrower of any proceeding under any Debtor Relief Laws Laws, but excluding any Excluded Swap Obligations (collectively, the “Guaranteed Obligations”). The Lender’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This 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 Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the 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 (Title 11, United States Code) or any comparable provisions of any similar federal or state law.the

Guaranty. The Guarantor hereby jointly, severally, absolutely and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all existing and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower Borrowers to the Lender, Agent or any Lender arising out of those certain Senior Convertible Promissory Notes (as amended from time to time, the “Notes”) made by the Borrower in favor of the Lender, and sold by the Borrower to the Lender under the Note Purchase Loan Agreement dated as and any instruments, agreements or Loan Documents of any kind or nature now or hereafter executed in connection with the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) Loan Agreement (including the ACM-TCM Obligations and all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Agent or any Lender in connection with the collection or enforcement thereofof any of the foregoing), whether or not there is a lawsuit, including attorneys’ fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services, the cost of searching records, obtaining title reports (including foreclosure reports), surveyors’ reports, and appraisal fees and title insurance), and whether recovery upon such indebtedness and liabilities may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any case or proceeding or case commenced by or against the any other Guarantor or any Borrower under any state, federal or foreign law for, or any agreement of such other Guarantor or Borrower to, (a) the Borrower entry of an order for relief under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidationinsolvency, conservatorshipdebtor relief or debt adjustment law; (b) the appointment of a receiver, bankruptcytrustee, liquidator, administrator, conservator or other custodian for such other Guarantor or Borrower or any part of its properties; or (c) an assignment or trust mortgage for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief LawsInsolvency Proceeding”), and including interest that accrues after the commencement by or against the Any Borrower of any proceeding under any Debtor Relief Laws Insolvency Proceeding (collectively, the “Guaranteed Obligations”). The LenderAgent’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This As to Guarantor, this Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations against any Borrower or any other Guarantor or other obligor, 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 of Any Borrower or any other Guarantor or other obligor, to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the 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 (Title 11, United States Code) or Code r any comparable provisions of any similar federal or state law.

Guaranty. The Guarantor hereby a. Each of the Guarantors absolutely and unconditionally guaranteesunconditionally, as a guaranty of jointly and severally, guarantees and agrees to be liable for the full and indefeasible payment and performance when due of the following (all of which are collectively referred to herein as the "Guaranteed Obligations"): (i) all obligations, liabilities and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, indebtedness of any and all existing and future indebtedness and liabilities of every kind, nature and characterdescription of Borrower to the Administrative Agent, and/or the Lenders and/or their respective affiliates to whom the Lenders have transferred any of the Guaranteed Obligations, including principal, interest, charges, fees, costs and expenses, however evidenced, whether as principal, surety, endorser, guarantor or otherwise, whether arising under the Credit Agreement, the other Loan Documents, including all obligations under any Hedge Agreements (as defined in the Credit Agreement) or other hedging agreements, or otherwise, whether now existing or hereafter arising, whether arising before, during or after the initial or any renewal term of the Credit Agreement or after the commencement of any case with respect to Borrower under the United States Bankruptcy Code or any similar statute (including, without limitation, the payment of interest and other amounts, which would accrue and become due but for the commencement of such case, whether or not such amounts are allowed or allowable in whole or in part in any such case and including loans, interest, fees, charges and expenses related thereto and all other obligations of Borrower or its successors to the Administrative Agent and the Lenders arising after the commencement of such case), whether direct or indirect, absolute or contingent, joint or several, due or not due, primary or secondary, liquidated or unliquidated, voluntary secured or involuntary unsecured, and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender, arising out of those certain Senior Convertible Promissory Notes (as amended from time to time, the “Notes”) made however acquired by the Borrower in favor of Administrative Agent and the LenderLenders and (ii) all expenses (including, and sold by the Borrower to the Lender under the Note Purchase Agreement dated as of the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costswithout limitation, reasonable attorneys’ ' fees and expenses legal expenses) incurred by the Lender Administrative Agent and the Lenders in connection with the collection preparation, execution, delivery, recording, administration, collection, liquidation, enforcement and defense of Borrower's obligations, liabilities and indebtedness as aforesaid to the Administrative Agent and the Lenders, the rights of the Administrative Agent in any security or enforcement thereof), under this Guaranty and whether recovery upon such indebtedness and liabilities may be all other Loan Documents or hereafter become unenforceable or shall be an allowed or disallowed claim under in any proceeding or case commenced way involving claims by or against the Guarantor Administrative Agent and/or any of the Lenders directly or indirectly arising out of or related to the relationships between Borrower, any of the Guarantors or any other Obligor (as hereinafter defined) and the Administrative Agent and/or any of the Lenders, 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 case with respect to Borrower under the United States Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The Lender’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This 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 Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the 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 (Title 11, United States Code) or any comparable provisions of any similar federal or state lawstatute.

Guaranty. The Guarantor Each Guarantor, jointly and severally with the other Guarantors, hereby absolutely and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all existing and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to Obligations, including without limitation (i) the Lenderprincipal of, arising out of those certain Senior Convertible Promissory premium, if any, and interest on the Notes (as amended from time to time, the “Notes”) made issued by the Borrower in favor of the Lender, and sold by the Borrower to the Lender Company under the Note Purchase Agreement dated as of the date hereof Agreement, (as amended from time to time, the “NPA”ii) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) (including all renewals, extensions, amendments, refinancings and other modifications thereof thereof, and (iii) all costs, reasonable attorneys’ fees and out-of-pocket expenses incurred by any Holder (including the Lender reasonable fees, charges and disbursements of one counsel for the Holders, taken as a whole) in connection with the collection or enforcement thereof)thereof for which the Company is liable under the Note Purchase Agreement, and whether recovery upon such indebtedness and liabilities Obligations 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 Company or the Borrower any other Note Party under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the Borrower Company or any other Note Party of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The Lender’s books and records of the Holders showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor Guarantors and conclusive for the purpose of establishing the amount of the Guaranteed ObligationsObligations absent manifest error. This 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 any Guarantor under this Guaranty, and the each Guarantor hereby irrevocably waives any defenses (other than the defense of payment and performance in full of the Guaranteed Obligations) it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein in this Guaranty to the contrary notwithstanding, it is the intention of each Guarantor and the Holders that the obligations of the 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 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. To that end, but only in the event and to the extent that after giving effect to Section 17 of this Guaranty, such Guarantor’s obligations with respect to the Guaranteed Obligations or any payment made pursuant to such Guaranteed Obligations would, but for the operation of the first sentence of this paragraph, be subject to avoidance or recovery in any such proceeding under applicable Debtor Relief Laws after giving effect to Section 17 of this Guaranty, the amount of such Guarantor’s obligations with respect to the Guaranteed Obligations shall be limited to the largest amount which, after giving effect thereto, would not, under applicable Debtor Relief Laws, render such Guarantor’s obligations with respect to the Guaranteed Obligations unenforceable or avoidable or otherwise subject to recovery under applicable Debtor Relief Laws. To the extent any payment actually made pursuant to the Guaranteed Obligations exceeds the limitation of the first sentence of this paragraph and is otherwise subject to avoidance and recovery in any such proceeding under applicable Debtor Relief Laws, the amount subject to avoidance shall in all events be limited to the amount by which such actual payment exceeds such limitation, and the Guaranteed Obligations as limited by the first sentence of this paragraph shall in all events remain in full force and effect and be fully enforceable against such Guarantor. The first sentence of this paragraph is intended solely to preserve the rights of the Holders hereunder against such Guarantor in such proceeding to the maximum extent permitted by applicable Debtor Relief Laws and neither such Guarantor, the Company, any other Guarantor nor any other Person shall have any right or claim under such sentence that would not otherwise be available under applicable Debtor Relief Laws in such proceeding.

Guaranty. The Guarantor hereby absolutely guarantees to Landlord, within five (5) days of receipt of written notice from Landlord to Guarantor, the full and unconditionally guaranteesprompt payment, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all existing and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender, arising out of those certain Senior Convertible Promissory Notes (as amended from time to time, the “Notes”) made by the Borrower in favor of the Lender, Base Rent and sold by the Borrower to the Lender under the Note Purchase Agreement dated as of the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, Additional Rent and all other Transaction Documents (hereinaftersums and charges, as such term is defined however characterized, payable by Tenant under the Lease, and further hereby guarantees the full and timely performance and observance of all covenants, terms, conditions and agreements therein provided to be performed and observed by Tenant subject to and in accordance with the provisions of the Lease, and Guarantor hereby covenants and agrees to and with Landlord that if Tenant, its successor or assigns should default at any time in the Notes) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness and liabilities 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 or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute payment of rent or any other liquidation, conservatorship, bankruptcy, assignment for sum or default at any time in the benefit payment of creditors, moratorium, rearrangement, receivership, insolvency, reorganizationrent or any other sum or charge payable under the Lease, or similar debtor relief laws if Tenant, its successors or assigns should default in the performance and observance of any of the United States covenants, terms, conditions or agreements contained in the Lease, Guarantor will, upon expiration of any grace period provided Tenant under the Lease, forthwith upon demand therefor pay such rent and other applicable jurisdictions from time to time in effect sums and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”)charges, and including interest that accrues after any arrears thereof, to Landlord, subject to any defense or right of set-off or counterclaim permitted pursuant to the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The Lender’s books and records showing the amount provisions of the Guaranteed Obligations shall be admissible in evidence in any action or proceedingLease that Tenant may assert, and shall be binding upon will forthwith faithfully perform and fulfill all such terms, covenants, conditions and agreements on demand, and will pay to Landlord all damages, costs and expenses that may result from any default by Tenant, its successors or assigns, under the Guarantor Lease, including without limitation, all costs or expenses, including reasonable attorneys' fees and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected disbursements, incurred by the genuineness, validity, regularity Landlord 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 caused by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire such default and/or in any way relating to any the enforcement or all protection of the foregoingrights of Landlord under this Guaranty or under the Lease, successive recoveries may be had under this Guaranty. Anything contained herein to the contrary notwithstanding, (All of the obligations of guaranteed or undertaken by Guarantor in this Section are hereinafter referred to as the 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 (Title 11, United States Code) or any comparable provisions of any similar federal or state law"Obligations").

Guaranty. The (a) Subject to any rights, setoffs, counterclaims, and any other defenses that the Guarantor expressly reserves to itself under this Agreement, Guarantor hereby unconditionally, absolutely and unconditionally guarantees, as a guaranty irrevocably guarantees to Buyer the due and punctual payment by Obligor of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, all amounts payable by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all existing and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender, arising out of those certain Senior Convertible Promissory Notes (as amended from time to time, the “Notes”) made by the Borrower in favor of the Lender, and sold by the Borrower to the Lender Obligor under the Note Purchase Agreement dated as of APA and the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafterall such obligations, terms and provisions as now or hereafter in existence being collectively called the “Obligations”), whether according to the present terms thereof, or pursuant to any change in the terms, covenants and conditions thereof at any time hereafter made or granted, including pursuant to any amendments, extensions or renewals of the APA, the other Transaction Documents or the Obligations. Guarantor agrees and acknowledges that no amendment, extension or renewal of the APA, the other Transaction Documents or the Obligations will discharge or otherwise affect the liability of Guarantor under this Agreement. Guarantor shall not be liable hereunder for special, consequential, exemplary, tort or other damages except to the extent the same comprise Obligations. (b) In the event that Obligor shall fail in any manner whatsoever to pay the Obligations, when and as the same shall be required to be paid under the terms of the APA or the other Transaction Documents, Guarantor will itself, in accordance with the terms of the APA or other Transaction Documents, duly and punctually pay such Obligations, or cause the same to be duly and punctually paid as if Guarantor were itself the obligor with respect to such Obligations under the APA or the other Transaction Documents, as such term is defined in the Notes) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness and liabilities may be or hereafter become unenforceable or applicable. All sums payable to Buyer under this Agreement shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code paid within ten (Title 1110) Business Days after Buyer’s demand for payment is received, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws in immediately available funds in lawful money of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The Lender’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This 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 Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the 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 (Title 11, United States Code) or any comparable provisions of any similar federal or state lawAmerica.

Guaranty. The Guarantor Each Guarantor, jointly and severally, hereby absolutely and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all existing and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Administrative Agent, the L/C Issuer, the Swing Line Lender and the Lenders (the Administrative Agent, the L/C Issuer, the Swing Line Lender and any Lender, each a “Lender Party” and collectively, the “Lender Parties”) arising out under that certain Three Year Credit Agreement dated as of those July 1, 2009 among the Borrower, certain Senior Convertible Promissory Notes Lenders party thereto from time to time, the Administrative Agent, the L/C Issuer and the Swing Line Lender (as amended amended, restated, supplemented or otherwise modified from time to time, the “NotesCredit Agreement”) made by the Borrower in favor of the Lender, and sold by capitalized terms used herein and not otherwise defined herein shall have the Borrower to the Lender under the Note Purchase Agreement dated as of the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as meanings set forth for such term is defined terms in the NotesCredit Agreement) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender Parties in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness and liabilities may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the any Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The LenderAdministrative Agent’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the each Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This 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 any Guarantor under this Guaranty, and the each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the 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 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.

Guaranty. The Guarantor For value received, and in consideration of Borrower entering into the Agreement, but subject in any event to the immediately following sentence in this SECTION 1, the undersigned corporation (the "GUARANTOR"), does hereby absolutely irrevocably, absolutely, and unconditionally guaranteesguarantee (a) payment, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all existing and future indebtedness and liabilities other amounts of every kind, nature and characterhowsoever created, arising, or evidenced, whether direct or indirect, absolute or contingent, liquidated now or unliquidatedhereafter existing or owing to the Lenders or the Agent, voluntary by Borrower under the Note as defined in the Agreement (all such obligations being hereinafter collectively referred to as the "LIABILITIES") and (b) the performance by Borrower of its obligations under the Credit Documents pursuant to the terms thereof; provided that the Liabilities shall be limited to an amount up to and including the total of (i) the maximum amount (without deduction for any proceeds of sale) that would be determined as due and payable if Lessee were to exercise its right of sale to a third party pursuant to Section 11.3(b) of the Ground Lease; (ii) the maximum amount (without deduction for any proceeds of sale) that would be determined as due and payable if Lessee were to exercise its right of sale to a third party pursuant to Section 11.3(b) of the Facilities Lease; (iii) all interest due and payable on the Note pursuant to the terms thereof; (iv) any and all other sums which are or involuntary and whether for principalmay become due pursuant to the Agreement (including, interestwithout limitation, premiums, fees indemnities, damageslegal fees, costs, expenses or otherwise, and amounts payable pursuant to Section 9.4 of the Borrower Agreement) and (v) to the Lenderextent permitted by applicable law, arising out all other amounts which, but for the automatic stay under Section 362(a) of those certain Senior Convertible Promissory Notes the Bankruptcy Code, would become due under the Agreement (the foregoing obligations and undertakings are collectively referred to as amended the "OBLIGATIONS"). Notwithstanding anything contained herein or elsewhere to the contrary, the maximum amount for which Guarantor shall be liable or responsible under this Guaranty, including both with respect to payment of Liabilities and performance of Obligations, shall in no event exceed an amount (the "MAXIMUM AMOUNT") equal to eighty-one and one-half percent (81.5%) of the principal balance outstanding from time to time, the “Notes”) made by the Borrower in favor of the Lender, and sold by the Borrower to the Lender time under the Note Purchase Agreement dated as of the date hereof "NOTE" (as amended from time to time, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such said term is defined in the Notes) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereofAgreement), and whether recovery Guarantor shall in no event have any liability to pay, or otherwise be responsible for, any amount pursuant to this Guaranty or by operation of law, in equity or otherwise, in excess of the Maximum Amount as determined at the relevant time of determination. The Guarantor has a substantial, direct or indirect, financial interest in the benefits and advantages which will result from the Agreement. The Guarantor hereby agrees that, upon such indebtedness and liabilities may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against Default, the Guarantor will forthwith pay the Liabilities as limited by this paragraph immediately upon written demand or perform the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The Lender’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This 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 Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the 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 (Title 11, United States Code) or any comparable provisions of any similar federal or state law.

Guaranty. The Guarantor hereby irrevocably, absolutely and unconditionally guarantees, guarantees as a guaranty of payment and performance primary obligor and not merely as a guaranty of collection, surety for prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, of the following obligations and at all times thereafter, of liabilities (hereinafter collectively referred to as the “Obligations”): (a) any and all existing and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the LenderBank in connection with the Loan Documents, arising out as and when due and payable, whether by acceleration or otherwise of those certain Senior Convertible Promissory Notes (as amended from time to time, the “Notes”) made all amounts now or hereafter owing by the Borrower in favor connection with the Loan Agreement, the Note, and the other Loan Documents, whether for principal of or interest on (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding) the Loan, and the due performance and observance by the Borrower of its other Obligations now or hereafter existing in respect of any of the LenderLoan Documents and any renewals, extensions and sold by modifications thereof; and (b) any and all indebtedness of the Borrower to the Lender under the Note Purchase Agreement dated as of the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender Bank in connection with the collection Environmental Indemnification Agreement between Borrower and Bank, dated of even date herewith, as and when due and payable, whether by acceleration or enforcement thereof)otherwise of all amounts now or hereafter owing by the Borrower, and whether recovery upon such indebtedness any renewals, extensions and liabilities may be or hereafter become unenforceable or modifications thereof, and Guarantor hereby agrees that the representations, warranties and covenants herein shall be an allowed or disallowed claim under any proceeding or case commenced by or against survive the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws payment of the United States or other applicable jurisdictions from time indebtedness to time in effect Bank and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), satisfaction and including interest that accrues after the commencement by or against the Borrower release of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The Lender’s books mortgage and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected by Lender’s acquisition of any interest in the genuinenessproperty, validitywhether by foreclosure or otherwise; (c) any and all reasonable expenses, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligationsincluding, or without limitation, reasonable arbitration, attorneys’ and experts’ fees and expenses, incurred 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 Guarantor Bank in enforcing its rights under this GuarantyGuaranty whether incurred without the commencement of a suit, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to suit, arbitration or administrative proceeding or in any appellate or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the 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 (Title 11, United States Code) or any comparable provisions of any similar federal or state lawbankruptcy proceeding.

Guaranty. The Guarantor Subject to Section 2.02, each Guarantor, hereby absolutely absolutely, unconditionally and unconditionally irrevocably guarantees, as a guaranty of payment and performance primary obligor and not merely as a guaranty of collection, surety, (a) the due and prompt payment by the Borrower of: (i) the principal of and premium, if any, and interest at the rate specified in the New Notes (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding ("Post-Petition Interest")) on the New Notes, when and as due, whether at stated scheduled maturity, by required date set for prepayment, upon acceleration, demand by acceleration or otherwise, and (ii) all other monetary obligations of the Borrower owed to the Secured Parties under the New Notes, when and at all times thereafteras due, including fees, costs, expenses (including, without limitation, actual and out-of-pocket fees and expenses of counsel incurred by the Collateral Agent or any other Secured Party in enforcing any rights under this Agreement or any other Loan Document), contract causes of action and all existing and future indebtedness and liabilities of every kindindemnities, nature and characterwhether primary, secondary, direct or indirect, absolute or contingent, liquidated fixed or unliquidatedotherwise (including monetary obligations incurred during the pendency of any bankruptcy, voluntary insolvency, receivership or involuntary other similar proceeding, regardless of whether allowed or allowable in such proceeding); (b) the due and whether for principalprompt performance of all covenants, interestagreements, premiums, fees indemnities, damages, costs, expenses or otherwise, obligations and liabilities of the Borrower to the Lender, arising out of those certain Senior Convertible Promissory Notes (as amended from time to time, the “Notes”) made by the Borrower under or in favor respect of the LenderLoan Documents; (c) the due and prompt payment and performance of all covenants, agreements, obligations and sold by liabilities of each Guarantor under or in respect of this Agreement and the Borrower other Loan Documents; and all such obligations in subsections (a) through (c), whether now or hereafter existing, being referred to collectively as the Lender under the Note Purchase Agreement dated as "Obligations". Each Guarantor further agrees that all or part of the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness and liabilities Obligations may be increased, extended, substituted, amended, renewed or hereafter become unenforceable otherwise modified without notice to or consent from such Guarantor and such actions shall not affect the liability of such Guarantor hereunder. Without limiting the generality of the foregoing, each Guarantor's liability shall extend to all amounts that constitute part of the Obligations and would be an allowed or disallowed claim under owed by any proceeding or case commenced by or against the Guarantor or the Borrower to any Secured Party under or in respect of the Bankruptcy Code (Title 11, United States Code), any successor statute Loan Documents but for the fact that they are unenforceable or any other liquidation, conservatorship, not allowable due to the existence of a bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, reorganization or similar debtor relief laws of proceeding involving such other Guarantor or the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The Lender’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This 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 Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the 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 (Title 11, United States Code) or any comparable provisions of any similar federal or state lawBorrower.

Guaranty. The Each Guarantor jointly and severally hereby absolutely and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all existing and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees fees, indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender, arising out of those certain Senior Convertible Promissory Notes (as amended from time to time, the “Notes”) made by the Borrower in favor of the Lender, and sold by the Borrower to the Lender Parties under the Note Purchase Credit Agreement dated as of and the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, and all other Transaction Loan Documents (hereinafter, as such term is defined in the Notes) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender Parties in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness and liabilities may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Borrower or any Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, reorganization or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The LenderAdministrative Agent’s books and records showing the amount of the Guaranteed Obligations shall shall, absent manifest error, be admissible in evidence in any action or proceeding, and shall be binding upon the each Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This 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 (other than payment in full of the Guaranteed Obligations) which might otherwise constitute a defense to the obligations of the any Guarantor under this Guaranty, and the each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained Notwithstanding anything herein to the contrary notwithstandingcontrary, the obligations guaranty granted by any Guarantor incorporated under the laws of the Guarantor hereunder Grand Duchy of Luxembourg (the “Luxembourg Guarantor”) under this Guaranty for the Guaranteed Obligations of the Borrower shall be limited at any time shall be limited to an aggregate amount equal not exceeding 90% of such Luxembourg Guarantor’s own funds (“capitaux propres”), as referred to in the article 34 of the Luxembourg law dated 19 December 2002 relating to the largest amount that would not render Register of Commerce and Companies as well as the accounting and the annual accounts of companies, as amended, determined in its obligations hereunder subject to avoidance last accounts duly approved and available, as at the date on which a fraudulent transfer or conveyance demand is made under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state lawthis Guaranty.

Guaranty. The Guarantor Each Guarantor, jointly and severally with the other Guarantors, hereby absolutely unconditionally and unconditionally guarantees, as a guaranty of payment irrevocably guarantees to each Secured Party the full and performance and not merely as a guaranty of collection, prompt payment when due, whether 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 of the terms contained in the Loan Documents executed by the Borrower in favor of the Secured Parties in connection with the 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 indebtedness, obligations, and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lenderany Secured Party (in each case, any of their respective subsidiaries or affiliates and their respective successors and assigns) arising out of those certain Senior Convertible Promissory Notes (as amended from time to time, the “Notes”) made by the Borrower in favor of the Lender, and sold by the Borrower to the Lender under the Note Purchase Agreement dated as of the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, and all other Transaction Loan Documents (hereinafter, as such term is defined in the Notes) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by any Secured Party and the Lender Administrative Agent in connection with the collection or enforcement thereof). Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any such indebtedness, obligations, and whether recovery upon such indebtedness 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 a Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including shall include interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws (collectivelyregardless of whether any claim for post-petition interest may or may not be enforceable, allowed or allowable in whole or in part against the “Guaranteed Obligations”). The Lender’s books and records showing the amount Borrower pursuant to Section 506(b) of the Guaranteed Obligations shall be admissible in evidence in any action Bankruptcy Code or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This 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 Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoingotherwise. Anything contained herein to the contrary notwithstanding, the obligations of the 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 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 lawDebtor Relief Laws.

Guaranty. The Guarantor hereby absolutely and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of all “Obligations” as defined in the Credit Agreement, and any and all existing and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees fees, indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender, Administrative Agent and any other Secured Party arising out of those certain Senior Convertible Promissory Notes (as amended from time to time, the “Notes”) made by the Borrower in favor of the Lender, and sold by the Borrower to the Lender under the Note Purchase Agreement dated as Credit Agreement, any other Loan Documents and any instruments, agreements or other documents of the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined any kind or nature now or hereafter executed in the Notes) connection therewith (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender Administrative Agent and any other Secured Party in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness and liabilities may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the any Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The Lender’s books and records of the Administrative Agent and the books and records of each Secured Party showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This 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 Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the 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 (Title 11, United States Code) or any comparable provisions of any similar federal or state law.

Guaranty. The Guarantor Guarantor, regardless of any percentage of ownership or interest -------- in Borrower by Guarantor, if any, hereby absolutely absolutely, continually, irrevocably, and unconditionally guarantees, as a guaranty of payment guarantees to Bank the full and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated a maturity, by required prepayment, upon acceleration, demand or otherwiseotherwise (check appropriate provision): [X] the full amount of all, or, [ ] to the amount of (_________)Dollars, of the -------------------------------------- indebtedness, liabilities and obligations of Borrower to Bank of every kind and nature, whether absolute or contingent or not, due or to become due, primary or secondary, now existing or hereafter arising, secured or unsecured created directly or acquired indirectly, and at however evidenced by any instrument(s) that create(s) or constitute(s) obligation(s) of Borrower to Bank, AND IN ADDITION, all times thereafter, of interest thereon and any and all existing and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damagesfees, costs, and expenses or otherwise, of the Borrower to the Lender, arising out of those certain Senior Convertible Promissory Notes (as amended from time to time, the “Notes”) made by the Borrower in favor of the Lender, and sold by the Borrower to the Lender other amounts provided for under the Note Purchase Agreement dated as documentation of the date hereof (as amended from time to timesuch obligations, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) (including all any renewals, extensions, amendmentsmodifications, refinancings and other modifications thereof and/or refinances thereof, and all reasonable fees, costs, reasonable attorneys’ fees and expenses of the Bank's counsel, incurred by the Lender in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness and liabilities 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 or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting Obligations and/or the rights enforcement of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The Lender’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This 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 Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have post-bankruptcy petition interest and attorney's fees and any other amounts which Borrower is prohibited or hereafter acquire in any way relating to any discharged from paying, or all which do not otherwise accrue as part of the foregoingObligations due to Borrower's discharge (all hereinafter the "Obligations"). Anything contained herein Nothing in this Guaranty is intended to require nor should it be construed to require the contrary notwithstanding, the obligations signature of the Guarantor hereunder at spouse of any time shall be Borrower, if any, in violation of Regulation B.12 CFR Part 202.7 in connection with this or any other indebtedness or Obligations of Borrower to Bank. If limited to an aggregate a stated amount equal above, Guarantor agrees: (a) that any payment made by Guarantor shall only be effective to reduce the largest amount stated limit of liability if accompanied by a written transmittal document, received by Bank, advising that would not render its obligations hereunder subject to avoidance as a fraudulent transfer such payment is made under this Guaranty for such purpose; and (b) that Bank may create, renew, refinance, extend, modify or conveyance under Section 548 continue any of the Bankruptcy Code (Title 11Obligations in excess of said limit and may apply any sums received on the Obligations from any other source to payment of the excess, United States Code) or any comparable provisions without reducing the liability of any similar federal or state lawGuarantor hereunder.

Guaranty. The Guarantor Each Guarantor, jointly and severally, hereby absolutely and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all existing and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Administrative Agent, and the Lenders (the Administrative Agent and any Lender, each a “Lender Party” and collectively, the “Lender Parties”) arising out under that certain Three Year Credit Agreement dated as of those July 1, 2009 among the Borrower, certain Senior Convertible Promissory Notes Lenders party thereto from time to time and the Administrative Agent, (as amended amended, restated, supplemented or otherwise modified from time to time, the “NotesCredit Agreement”) made by the Borrower in favor of the Lender, and sold by capitalized terms used herein and not otherwise defined herein shall have the Borrower to the Lender under the Note Purchase Agreement dated as of the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as meanings set forth for such term is defined terms in the NotesCredit Agreement) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender Parties in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness and liabilities may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the any Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The LenderAdministrative Agent’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the each Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This 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 any Guarantor under this Guaranty, and the each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the 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 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.

Guaranty. The For value received and in consideration of any loan, advance, or financial accommodation of any kind whatsoever heretofore, now, or hereafter made, given, or granted to Borrower as Guarantor hereby absolutely absolutely, irrevocably, and unconditionally guarantees, as a guaranty of guarantees to Lender: (i) the full and prompt payment and performance and not merely as a guaranty of collection, prompt payment when due, due (whether at stated maturity, by required prepaymentdeclaration, upon accelerationacceleration or otherwise) of all, demand loans, advances, debts, principal, interest (including any interest that, but for the provisions of Title 11 of the United States Code (the “Bankruptcy Code”), would have accrued), contingent reimbursement obligations with respect to outstanding letters of credit, premiums, liabilities (including all amounts charged to Borrower pursuant hereto), obligations, fees, charges, costs, ▇▇▇▇▇▇’s expenses (including any fees or expenses that, but for the provisions of the Bankruptcy Code, would have accrued), payments, guaranties, covenants, and duties of any kind and description owing by Borrower to Lender, whether pursuant to or evidenced by the Loan Agreement (as herein below defined), Promissory Note, Pledge of Capital Contributions, this Guaranty and any other instrument executed as security for the indebtedness evidenced thereby (the “Loan Documents”) or otherwise, and at all times thereafterirrespective of whether for the payment of money, of any and all existing and future indebtedness and liabilities of every kind, nature and character, whether direct or indirect, absolute or contingent, liquidated due or unliquidatedto become due, voluntary now existing or involuntary hereafter arising, and including all interest not paid when due and all Lender’s expenses that Borrower is required to pay or reimburse by the Loan Documents, by law, or otherwise (the “Obligations” or “Guaranteed Obligations”), including, without limitation, all extensions, modifications, and renewals thereof, and substitutions therefor, whether for principalabsolute or contingent, interestdirect or indirect, premiumsmatured or unmatured, fees indemnitiessole, damages, costs, expenses joint or otherwiseseveral, of the Borrower any nature whatsoever, without regard to the Lendervalidity, arising out of those certain Senior Convertible Promissory Notes (as amended from time to timeenforceability, the “Notes”) made by the Borrower in favor of the Lenderor regularity thereof, and sold by the Borrower to the Lender under the Note Purchase Agreement dated as of the date hereof (as amended from time to timeincluding, the “NPA”) between the Borrower and Lenderwithout limitation, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) expenses (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable any costs of attorneys’ fees and expenses disbursements) incurred by the Lender in connection enforcing any rights with regard to or collecting against Guarantor under this Guaranty and (ii) the collection or enforcement thereof)due and punctual performance of and/or compliance with all of the terms, conditions, and whether recovery upon such indebtedness covenants contained in the Loan Agreement (as herein below defined) and liabilities may the other Loan Documents to be performed or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced complied with by or against Borrower and the Guarantor or accuracy of Borrower’s representations and warranties contained in the Borrower under Loan Agreement and the Bankruptcy Code other Loan Documents (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time hereinafter collectively referred to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws (collectively, as the “Guaranteed Obligations”). The Lender’s books Guarantor hereby absolutely, irrevocably, and records showing unconditionally guarantees to Lender the amount full and prompt payment and performance of the Guaranteed Obligations shall be admissible in evidence in when any action of the Guaranteed Obligations are due, including, without limitation, on the occurrence of an Event of Default, by reason of the maturity or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose acceleration of establishing the amount any of the Guaranteed Obligations. This Guaranty shall not be affected by , on the genuineness, validity, regularity or enforceability occurrence of a default under the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent terms 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 Guarantor under this Guaranty, or otherwise, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the Guarantor hereunder at any time shall be limited to an aggregate amount equal to times after 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 (Title 11, United States Code) or any comparable provisions of any similar federal or state lawdate when due.

Guaranty. The Guarantor Guarantors, jointly and severally, hereby absolutely unconditionally and unconditionally guaranteesirrevocably, guaranty the punctual payment, as a guaranty of payment and performance when due and not merely as a guaranty of collection, prompt payment when due, whether at stated maturitypayable, by required prepayment, upon acceleration, demand stated maturity or otherwise, and at all times thereafter, of otherwise (after giving effect to any and all existing and future indebtedness and liabilities of every kind, nature and character, direct applicable grace or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwisecure periods), of the Borrower to Obligations and any other amounts now or hereafter owing by the Lender, arising out Company in respect of those certain Senior Convertible Promissory Notes (as amended from time to timethe Purchase Agreement, the “Notes”) made by Notes and the Borrower in favor of the Lender, and sold by the Borrower to the Lender under the Note Purchase Agreement dated as of the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinaftersuch obligations, as such term is defined in to the Notes) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred extent not paid by the Lender Company, being the “Guaranteed Obligations”; provided that, when the Notes have been indefeasibly paid in connection with full pursuant to their terms, the collection term “Guaranteed Obligations” shall not include any of the foregoing obligations under the Purchase Agreement or enforcement thereof)any other Transaction Documents, and whether recovery upon any remaining obligations under such indebtedness Transaction Documents shall no longer be guaranteed hereby). Without limiting the generality of the foregoing, each Guarantor's liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations and liabilities may would be or hereafter become owed by the Company to the Investors under the Purchase Agreement and the Notes but for the fact that they are unenforceable or shall be an allowed or disallowed claim under not allowable due to the existence of any proceeding or case commenced by or against the Company or any Guarantor or the Borrower under any provision of the Bankruptcy Code (Title 11, 11 of the United States Code), any successor statute ) or under any other liquidationbankruptcy or insolvency law, conservatorship, bankruptcy, assignment assignments for the benefit of creditors, moratoriumformal or informal moratoria, rearrangementcompositions, receivershipor extensions generally with creditors, insolvency, or proceedings seeking reorganization, arrangement, or other similar debtor relief laws relief, and all fees, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under any of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”)Transaction Documents, and any and all expenses (including interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The Lender’s books reasonable counsel fees and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected expenses) reasonably incurred by the genuineness, validity, regularity Investors or enforceability of the Guaranteed Obligations or Agent in enforcing 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 Guarantor rights under this Guaranty, and involving the Guarantor hereby irrevocably waives Company, any defenses it may now have other Grantor under the Issuer Security Agreement or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the 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 (Title 11, United States Code) or any comparable provisions of any similar federal or state law“Transaction Parties”).

Guaranty. The (a) In order to induce the Lenders to participate in the Exchange and purchase New Preferred and Additional Warrants from Company pursuant to the Purchase Agreement, each Guarantor hereby absolutely jointly and severally irrevocably and unconditionally guaranteesguaranties, as a guaranty of payment and performance primary obligor and not merely as a guaranty surety, the due and punctual payment in full of collection, prompt payment all Guarantied Obligations (as hereinafter defined) when the same shall become due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise. The term "Guarantied Obligations" means, collectively, (i) the unpaid principal and interest on the Amended and Restated Notes (including interest accruing at all times thereafter, the then applicable rate provided in the Purchase Agreement and/or the Amended and Restated Notes after the Maturity Date or any acceleration thereof pursuant to the terms of the Purchase Agreement and/or any Amended and Restated Note and interest accruing at the then applicable rate provided in the Purchase Agreement and/or the Amended and Restated Notes after the commencement of any insolvency, reorganization or like proceeding relating to any Guarantor), (ii) to the extent applicable, any redemptions required to be made on the New Preferred or Conversion Preferred or dividends required to be paid in respect of the New Preferred or Conversion Preferred, in each case in accordance with the terms of the Certificate of Designation (as defined below) and (iii) all existing and future indebtedness other monetary obligations and liabilities of every kindCompany or any Guarantor to the Beneficiaries, nature and character, whether direct or indirect, absolute or contingent, liquidated due or unliquidatedto become due, voluntary or involuntary now existing or hereafter incurred, which may arise under, out of or in connection with the Amended and Restated Notes, New Preferred, Conversion Preferred, Warrants, Purchase Agreement and other Transaction Agreements, in each case whether for on account of principal, interest, premiumsdividends, fees right of redemption, reimbursement obligations, fees, indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender, arising out of those certain Senior Convertible Promissory Notes (as amended from time to time, the “Notes”) made by the Borrower in favor of the Lender, and sold by the Borrower to the Lender under the Note Purchase Agreement dated as of the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) otherwise (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred disbursements of counsel to the Beneficiaries that are required to be paid by the Lender in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness and liabilities 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 or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute Company or any other liquidation, conservatorship, bankruptcy, assignment for Guarantor pursuant to the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the Borrower terms of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The Lender’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This 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 Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing). Anything contained herein As used herein, the term "Certificate of Designation" means the Certificate of Designation, setting forth, among other matters, the rights, preferences and privileges of the New Preferred and Conversion Preferred, in the form of Exhibit D attached to the contrary notwithstanding, the obligations of the 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 (Title 11, United States Code) or any comparable provisions of any similar federal or state lawPurchase Agreement.

Guaranty. The Guarantor hereby absolutely and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all existing and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender, arising out of those under that certain Senior Convertible Promissory Notes (as amended from time to time, the “Notes”) made by the Borrower in favor of the Lender, and sold by the Borrower to the Lender under the Note Purchase Credit Agreement dated as of the date hereof (as amended from time to timeJune 27, the “NPA”) 2006 between the Borrower and Lender, the Lender (the “Credit Agreement”) and all any of the other Transaction Loan Documents (hereinafter, as such term is defined in the Notestherein) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness and liabilities 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 or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The Lender’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This 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 Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the 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 (Title 11, United States Code) or any comparable provisions of any similar federal or state law.

Guaranty. The Guarantor hereby absolutely and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all existing and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender, arising out of those certain Senior Convertible Promissory Notes (as amended from time to time, the “Notes”) made by the Borrower in favor of the Lender, and sold by the Borrower to the Lender under the Note Purchase Agreement dated as of the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) (including all renewals, extensions, amendments, refinancings and other modifications thereof thereof) arising under that certain Amended and all costsRestated Credit Agreement dated as of December , reasonable attorneys’ fees and expenses incurred by 2009 among the Borrower, the Lender and the lenders party thereto (the “Credit Agreement”) (including all “Obligations” as defined in the Credit Agreement) and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the collection or enforcement thereof), Credit Agreement and whether recovery upon such indebtedness and liabilities 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 or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The Lender’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed ObligationsObligations absent manifest error. This 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 Guarantor under this GuarantyGuaranty (other than manifest error or the prior payment of such Guaranteed Obligations), and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the 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 (Title 11, United States Code) or any comparable provisions of any similar federal or state law.

Guaranty. The Guarantor ▇▇▇▇▇▇▇ hereby absolutely irrevocably and unconditionally guarantees, as a guaranty of guarantees to SHS and its successors and assigns: (a) the full and prompt payment and performance when due of the Indebtedness, as hereinafter defined; and not merely as a guaranty (b) the payment, compliance with and performance of collectionall other obligations, prompt payment when duecovenants, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, representations and at all times thereafter, of any and all existing and future indebtedness and liabilities warranties of every kind, nature and characterdescription in accordance with all instruments and documents executed by Borrower in favor of SHS, 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 Borrower and including without limitation, those under any loan agreement and/or promissory note executed and delivered by Borrower to SHS, 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 SHS, including, without limitation, the Origen Loan Documents, whether direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary contingent and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses now owing or otherwise, of the Borrower to the Lender, arising out of those certain Senior Convertible Promissory Notes (as amended from time to time, the “Notes”) made by the Borrower in favor of the Lenderexisting or heretofore or hereafter created or arising, and sold by the Borrower regardless of whether such indebtedness, obligations or liabilities are held to the Lender under the Note Purchase Agreement dated as be unenforceable, void or of the date hereof (as amended from time to timeno effect against Borrower, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, expenses and fees, including reasonable attorneys’ fees and expenses incurred by the Lender ' fees, arising in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness and liabilities 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 or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The Lender’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This 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 Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all amounts, indebtedness, obligations and liabilities of Borrower to SHS, as described above, regardless of whether Borrower is held to be liable for such amounts. ▇▇▇▇▇▇▇ acknowledges and agrees that any indebtedness of Borrower to SHS as evidenced by any promissory note may be extended or renewed upon maturity at the foregoing. Anything contained herein to sole discretion of SHS and that the contrary notwithstandingIndebtedness as defined herein, the payment of which is hereby guaranteed, shall include, without limitation, all indebtedness and other obligations of the Guarantor hereunder at as extended or renewed and as may be evidenced by 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 (Title 11, United States Code) or any comparable provisions of any similar federal or state lawrenewal promissory note.

Guaranty. The Guarantor San Francisco , CA ----------------- -------------- (City) (State) April 26, 1996 ------------------------------- For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and to induce National Bank of South Carolina (herein, with its participants, successors and assigns, called "Lender"), at its option, at any time or from time to time to make loans or extend other accommodations to or for the account of Air South Airlines, Inc. (herein called "Borrower") or to engage in any other transactions with Borrower, the Undersigned hereby absolutely and unconditionally guarantees, as a guaranty of payment guarantees to Lender the full and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, maturity or earlier by required prepayment, upon acceleration, demand reason of acceleration or otherwise, of the debts, liabilities and at all times thereafterobligations described as follows: A. If this [x] is checked, the Undersigned guarantees to Lender the payment and performance of any the debt, liability or obligation of Borrower to Lender evidenced by or arising out of the following: $2,000,000.00 Note dated April ___, 1996 (hereinafter referred to as the "Indebtedness"). B. If this [] is checked, the Undersigned guarantees to Lender the payment and all existing performance of each and future indebtedness every debt, liability and liabilities obligation of every kindtype and description which Borrower may now or at any time hereafter owe to Lender (whether such debt, nature liability or obligation now exists or is hereafter created or incurred, and character, whether it is or may be direct or indirect, due or to become due, absolute or contingent, primary or secondary, liquidated or unliquidated, voluntary or involuntary joint, several, or joint and whether for principalseveral; all such debts, interestliabilities and obligations being hereinafter collectively referred to as the "Indebtedness"). Without limitation, premiums, fees indemnities, damages, costs, expenses or otherwise, of this guaranty includes the following described debt(s): Acct# Note#. The term "Indebtedness" as used in this guaranty shall not include any obligations entered into between Borrower to the Lender, arising out of those certain Senior Convertible Promissory Notes (as amended from time to time, the “Notes”) made by the Borrower in favor of the Lender, and sold by the Borrower to the Lender under the Note Purchase Agreement dated as of after the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) (including all renewals, any extensions, amendments, refinancings renewals or replacements of such obligations) for which Borrower meets the Lender's standard of creditworthiness based on Borrower's own assets and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by income without the Lender in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness and liabilities 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 or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit addition of creditors, moratorium, rearrangement, receivership, insolvency, reorganizationa guaranty, or similar debtor relief laws of for which a guaranty is required but Borrower chooses someone other than the United States or other applicable jurisdictions from time joint Undersigned to time in effect and affecting guaranty the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”)obligation. The Lender’s books Undersigned further acknowledges and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This 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 Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the 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 (Title 11, United States Code) or any comparable provisions of any similar federal or state law.agrees with Lender that:

Guaranty. The Guarantor hereby absolutely unconditionally and unconditionally guaranteesirrevocably guarantees to the Administrative Agent, as a guaranty for the benefit of payment the Secured Parties and performance their respective successors, endorsees, transferees and not merely as a guaranty of collectionpermitted assigns, the full and prompt payment when due, due (whether at stated maturity, by required prepayment, upon declaration, acceleration, demand or otherwise) and performance of the indebtedness, liabilities and at other obligations of each Borrower to the Secured Parties under or in connection with the Credit Agreement and the other Loan Documents, including all times thereafterunpaid principal of the Loans and other Secured Obligations, of all interest accrued thereon, all fees due under the Credit Agreement and all other amounts payable by the Borrower to the Lenders 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 voluntary or involuntary and future indebtedness and liabilities of every kind, nature and character, direct whether due or indirectnot due, absolute or contingent, liquidated or unliquidated, voluntary determined or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender, arising out of those certain Senior Convertible Promissory Notes (as amended from time to time, the “Notes”) made by the Borrower in favor of the Lender, and sold by the Borrower to the Lender under the Note Purchase Agreement dated as of the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof)undetermined, and whether recovery upon such indebtedness indebtedness, liabilities and liabilities obligations 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 or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”) or any proceeding thereunder (an “Insolvency Proceeding”), whether created directly with the Administrative Agent or any Secured Party or acquired by the Administrative Agent or any Secured Party through assignment or endorsement or otherwise, whether matured or unmatured, whether joint or several, as and when the same become due and payable (whether at maturity or earlier, by reason of acceleration, mandatory repayment or otherwise), in accordance with the terms of any such instruments evidencing any such obligations, including all renewals, extensions or modifications thereof, and including any interest that accrues after the commencement by or against the a Borrower of any proceeding Insolvency Proceeding naming such Borrower as the debtor in such proceeding. The foregoing indebtedness, liabilities and other obligations of each 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 any Debtor Relief Laws (collectivelySection 4.3), shall hereinafter be collectively referred to as the “Guaranteed Obligations.”). The Lender’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This 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 Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the 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 (Title 11, United States Code) or any comparable provisions of any similar federal or state law.

Guaranty. The Each Guarantor hereby absolutely and unconditionally guarantees, as a primary obligor and as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all existing and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender, Creditors arising out of those under that certain Senior Convertible Promissory Notes (as amended from time to time, the “Notes”) made by the Borrower in favor of the Lender, and sold by the Borrower to the Lender under the Note Purchase Loan Facilities Letter Agreement dated as of December 19, 2019 between Borrower, the date hereof (as amended Obligors party thereto, Agent, and the Lenders from time to timetime party thereto (the “Facilities Agreement”), the “NPA”) between Credit Documents and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Borrower and Lender, and all other Transaction Credit Documents (hereinafter, as such term is defined in the Notes) (including all renewals, extensions, amendments, refinancings and other modifications thereof (howsoever fundamental) and all reasonable costs, reasonable attorneys’ fees and expenses incurred by the Lender Creditors in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness and liabilities may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the any Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, judicial management, scheme of arrangement, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the any Borrower of any proceeding under any Debtor Relief Laws (subject to the proviso in this sentence, collectively, the “Guaranteed Obligations”); provided that, the liability of the Guarantors hereunder shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any comparable provisions of any applicable state law or other applicable law. The LenderAgent’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and and, absent any manifest error therein, shall be binding upon the Guarantor Guarantors and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This 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 Guarantor Guarantors under this Guaranty, and the each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the 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 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.

Guaranty. The Guarantor Parent hereby guarantees absolutely unconditionally and unconditionally guaranteesirrevocably, and without limitation as a guaranty of payment and to amount, the prompt performance and not merely as a guaranty of collection, prompt payment when due, due (whether at a stated maturity, maturity or earlier by required prepayment, upon acceleration, demand reason of acceleration or otherwise) of the Revolving Credit Facility and all Advances made thereunder, and at all times thereafterother indebtedness, of any liabilities and all existing and future indebtedness and liabilities of every kind, nature and character, direct obligations now or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender, arising out of those certain Senior Convertible Promissory Notes (as amended from time to time, the “Notes”) made by the Borrower in favor of the Lender, and sold hereafter owing by the Borrower to the Lender Bank under the Note Purchase Agreement dated as of the date hereof (as amended from time to timeCredit Agreement, the “NPA”) between Revolving Note and the Borrower other Loan Documents, and Lenderany amount due under any Interest Rate Swap with the Bank or any of its Affiliates, including, without limitation, principal, interest, fees, reasonable attorney's fees, filing and recording costs, out-of-pocket expenses, collection costs, all interest, fees and other monetary obligations incurred or accrued during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) (including all renewals, extensions, amendments, refinancings extensions and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness and liabilities may be or hereafter become unenforceable or shall be an allowed or disallowed claim under of any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally foregoing (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The Lender’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This 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 Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoingforegoing indebtedness, liabilities and obligations being hereinafter referred to as the "Obligations"), as and when the same shall become due and payable, whether at the stated maturity, upon acceleration or otherwise, in accordance with the terms hereof and thereof. Anything contained herein If the Borrower fails to the contrary notwithstandingpay when due any Obligation guaranteed hereby, the obligations of Parent unconditionally agrees to cause such payment to be made punctually as and when the Guarantor hereunder same shall become due and payable, whether 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 stated maturity, upon acceleration or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state lawotherwise.

Guaranty. A. The Guarantor hereby absolutely absolutely, unconditionally and unconditionally guarantees, as a guaranty of payment irrevocably guarantees the full and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturitymaturity or earlier, by required prepayment, upon reason of acceleration, demand mandatory prepayment or otherwise, and at all times thereafter, and the due and punctual performance, of all of the Liabilities (including without limitation any and all existing "Liabilities" as such term was defined in the Hauppauge LSA or the AFL LSA), including, without limitation, all sums which may become due under the terms and future indebtedness and liabilities provisions of every kindthe Notes or the Loan Agreement, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interestinterest (including, premiumswithout limitation, fees indemnitiesinterest accruing before, damagesduring or after any bankruptcy, costsinsolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding, and, if interest ceases to accrue by operation of law by reason of any such proceeding, interest which otherwise would have accrued in the absence of such proceeding), premium, fees, expenses or otherwise, of the Borrower to the Lender, arising out of those certain Senior Convertible Promissory Notes (as amended whether or not from time to timetime reduced or extinguished or hereafter increased or incurred, whether or not recovery may be or hereafter may become barred by any statute of limitations, whether enforceable or unenforceable as against the Borrower, now or hereafter existing, or due or to become due (all Liabilities together with the Costs (as hereinafter defined), collectively, the “Notes”) made by the Borrower in favor "Guaranteed Obligations"). This is a continuing guaranty of the Lenderpayment and not of collection. B. The Guarantor further agrees to pay, upon demand, all costs and sold by the Borrower to the Lender under the Note Purchase Agreement dated as of the date hereof expenses (as amended from time to time"Costs"), the “NPA”) between the Borrower including, without limitation, all court costs and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ ' and paralegals' fees and expenses expenses, paid or incurred by the Lender (i) in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness and liabilities 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 or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute endeavoring to collect all or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The Lender’s books and records showing the amount part of the Guaranteed Obligations shall be admissible from, or in evidence in prosecuting any action or proceedingagainst, and shall be binding upon the Guarantor and conclusive for the purpose or any other guarantor of establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity all or enforceability any part of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or (ii) in endeavoring to realize upon (whether by the existence, validity, enforceability, perfectionjudicial, non-perfection judicial or extent of other proceedings) any collateral thereforsecuring the Guarantor's liabilities under this Guaranty. C. The Guarantor further agrees that, if any payment made by the Borrower or by any fact or circumstance relating other Person is applied to the Guaranteed Obligations which might and is at any time annulled, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise constitute a defense required to be refunded or repaid, or the proceeds of Collateral or any other security are required to be returned by the Lender to the Borrower, its estate, trustee, receiver or any other Person, including, without limitation, the Guarantor, under any bankruptcy law, state or federal law, common law or equitable cause, then, to the extent of such payment or repayment, the Guarantor's liability hereunder (and any lien, security interest or other collateral securing such liability) shall be and remain in full force and effect, as fully as if such payment had never been made, or, if prior thereto this Guaranty shall have been cancelled or surrendered (and if any lien, security interest or other collateral securing Guarantor's liability hereunder shall have been released or terminated by virtue of such cancellation or surrender), this Guaranty (and such lien, security interest or other collateral) shall be reinstated in full force and effect, and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all respect of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations amount of the 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 such payment (Title 11, United States Code) or any comparable provisions of any similar federal lien, security interest or state lawother collateral securing such obligation).

Guaranty. The Guarantor (a) To induce the Lenders to make the Loans and the Issuing Lenders to issue Letters of Credit: (i) Each Guarantor, other than the Company, hereby absolutely absolutely, unconditionally and unconditionally irrevocably guarantees, jointly with the other Guarantors and severally, as primary obligor and not merely as surety, the full and punctual payment when due and in the currency due, whether at stated maturity or earlier, by reason of acceleration, mandatory prepayment or otherwise in accordance herewith or any other Loan Document, of all the (x) Payment Obligations and (y) Designated Eligible Obligations, in each case, whether or not from time to time reduced or extinguished or hereafter increased or incurred, whether or not recovery may be or hereafter may become barred by any statute of limitations, whether or not enforceable as against the Obligor (as defined below), whether now or hereafter existing, and whether due or to become due, including principal, interest (including interest at the contract rate applicable upon default accrued or accruing after the commencement of any proceeding under the Bankruptcy Code, or any applicable provisions of comparable state or foreign law, whether or not such interest is an allowed claim in such proceeding), fees and costs of collection. This Guaranty constitutes a guaranty of payment and performance not of collection. (ii) The Company, as a Guarantor, hereby absolutely, unconditionally and irrevocably guarantees, as primary obligor and not merely as a guaranty of collectionsurety, prompt the full and punctual payment when due and in the currency due, whether at stated maturitymaturity or earlier, by required prepayment, upon reason of acceleration, demand mandatory prepayment or otherwise, and at all times thereafterotherwise in accordance herewith or any other Loan Document, of all the (x) Payment Obligations owed by any Borrower (other than the Company) and all existing and future indebtedness and liabilities of every kind(y) Designated Eligible Obligations, nature and characterin each case, direct whether or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender, arising out of those certain Senior Convertible Promissory Notes (as amended not from time to timetime reduced or extinguished or hereafter increased or incurred, the “Notes”) made by the Borrower in favor of the Lender, and sold by the Borrower to the Lender under the Note Purchase Agreement dated as of the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection whether or enforcement thereof), and whether not recovery upon such indebtedness and liabilities may be or hereafter may become unenforceable barred by any statute of limitations, whether or shall be an allowed or disallowed claim under any proceeding or case commenced by or not enforceable as against the Guarantor or the Borrower under the Bankruptcy Code Obligor (Title 11, United States Codeas defined below), any successor statute whether now or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”)hereafter existing, and whether due or to become due, including principal, interest (including interest that accrues at the contract rate applicable upon default accrued or accruing after the commencement by or against the Borrower of any proceeding under the Bankruptcy Code, or any Debtor Relief Laws (collectivelyapplicable provisions of comparable state or foreign law, the “Guaranteed Obligations”whether or not such interest is an allowed claim in such proceeding). The Lender’s books , fees and records showing the amount costs of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligationscollection. This Guaranty shall constitutes a guaranty of payment and 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 Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the 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 (Title 11, United States Code) or any comparable provisions of any similar federal or state lawcollection.

Guaranty. The Guarantor (a) To induce the Lenders to make the Loans: (i) Each Guarantor, other than the Company, hereby absolutely absolutely, unconditionally and unconditionally irrevocably guarantees, as a guaranty of payment and performance primary obligor and not merely as a guaranty of collectionsurety, prompt the full and punctual payment when due, whether at stated maturitymaturity or earlier, by required prepayment, upon reason of acceleration, demand mandatory prepayment or otherwise, and at all times thereafterotherwise in accordance herewith or any other Loan Document, of any all the (x) Payment Obligations and all existing and future indebtedness and liabilities of every kind(y) Designated Eligible Obligations, nature and characterin each case, direct whether or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender, arising out of those certain Senior Convertible Promissory Notes (as amended not from time to timetime reduced or extinguished or hereafter increased or incurred, the “Notes”) made by the Borrower in favor of the Lender, and sold by the Borrower to the Lender under the Note Purchase Agreement dated as of the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection whether or enforcement thereof), and whether not recovery upon such indebtedness and liabilities may be or hereafter may become unenforceable barred by any statute of limitations, whether or shall be an allowed not enforceable as against the Obligor (as defined below), whether now or disallowed claim under hereafter existing, and whether due or to become due, including principal, interest (including interest at the contract rate applicable upon default accrued or accruing after the commencement of any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11Code, United States Codewhether or not such interest is an allowed claim in such proceeding), any successor statute fees and costs of collection. This Guaranty constitutes a guaranty of payment and not of collection. (ii) The Company, as a Guarantor, hereby absolutely, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, the full and punctual payment when due, whether at stated maturity or earlier, by reason of acceleration, mandatory prepayment or otherwise in accordance herewith or any other liquidationLoan Document, conservatorshipof all the Designated Eligible Obligations, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, whether or similar debtor relief laws of the United States or other applicable jurisdictions not from time to time in effect and affecting reduced or extinguished or hereafter increased or incurred, whether or not recovery may be or hereafter may become barred by any statute of limitations, whether or not enforceable as against the rights of creditors generally Obligor (collectively, “Debtor Relief Laws”as defined below), whether now or hereafter existing, and whether due or to become due, including principal, interest (including interest that accrues at the contract rate applicable upon default accrued or accruing after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws (collectivelythe Bankruptcy Code, the “Guaranteed Obligations”whether or not such interest is an allowed claim in such proceeding). The Lender’s books , fees and records showing the amount costs of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligationscollection. This Guaranty shall constitutes a guaranty of payment and 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 Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the 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 (Title 11, United States Code) or any comparable provisions of any similar federal or state lawcollection.

Guaranty. The (a) To induce the Lenders to make the Loans and the Issuing Banks to issue Letters of Credits, each Guarantor hereby absolutely absolutely, unconditionally and unconditionally irrevocably guarantees, as a guaranty of payment and performance primary obligor and not merely as a guaranty of collectionsurety, prompt the full and punctual payment when due, whether at stated maturitymaturity or earlier, by required prepayment, upon reason of acceleration, demand mandatory prepayment or otherwiseotherwise in accordance herewith or any other Loan Document, of (i) all the Obligations, whether 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 the Borrower, and (ii) all obligations by each other Obligor under the Loan Documents to which it is a party (all Obligations and such obligations of each other Obligor, being the "Guaranteed Obligations"), now or hereafter existing, or due or to become due, including principal, interest (including interest at all times thereafter, the contract rate applicable upon default accrued or accruing after the commencement of any and all existing and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, proceeding under Title 11 of the Borrower to the Lender, arising out of those certain Senior Convertible Promissory Notes United States Code (11 U.S.C. ss.ss. 101 et seq.) (as amended from time to time, the “Notes”"Bankruptc▇ ▇▇de"), whether or not such interest is an allowed claim in such proceeding), fees and costs of collection. This Guaranty constitutes a guaranty of payment and not of collection. (b) Each Guarantor further agrees that, if any payment made by the Borrower in favor of the Lender, and sold by the Borrower to the Lender under the Note Purchase Agreement dated as of the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness and liabilities 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 or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect Person and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The Lender’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This 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 applied to the Guaranteed Obligations which might is at any time annulled, avoided, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise constitute a defense required to be refunded or repaid, or the proceeds of Collateral are required to be returned by any Guaranteed Party to the Borrower, its estate, trustee, receiver or any other party, including any Guarantor, under any bankruptcy law, including the Bankruptcy Code, state or federal law, common law or equitable cause, then, to the extent of such payment or repayment, any such Guarantor's liability hereunder (and any Lien or other Collateral securing such liability) shall be and remain in full force and effect, as fully as if such payment had never been made or, if prior thereto this Guaranty shall have been cancelled or surrendered (and if any Lien or other Collateral securing such Guarantor's liability hereunder shall have been released or terminated by virtue of such cancellation or surrender), this Guaranty (and such Lien or other Collateral) shall be reinstated in full force and effect, and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of the any such Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all respect of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations amount of the 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 such payment (Title 11, United States Code) or any comparable provisions of any similar federal Lien or state lawother Collateral securing such obligation).

Guaranty. A. The Guarantor hereby absolutely absolutely, unconditionally and unconditionally guarantees, as a guaranty of payment irrevocably guarantees the full and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturitymaturity or earlier, by required prepayment, upon reason of acceleration, demand mandatory prepayment or otherwise, and at all times thereafter, and the due and punctual performance, of all of the Liabilities (including without limitation any and all existing "Liabilities" as such term was defined in the Original LSA), including, without limitation, all sums which may become due under the terms and future indebtedness and liabilities provisions of every kindthe Term Note or the Loan Agreement, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interestinterest (including, premiumswithout limitation, interest accruing before, during or after any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding, and, if interest ceases to accrue by operation of law by reason of any such proceeding, interest which otherwise would have accrued in the absence of such proceeding), premium, fees, expenses or otherwise, whether 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, whether enforceable or unenforceable as against the Borrower, now or hereafter existing, or due or to become due (all Liabilities together with the Costs (as hereinafter defined), collectively, the "Guaranteed Obligations"). This is a continuing guaranty of payment and not of collection. B. The Guarantor further agrees to pay, upon demand, all costs and expenses ("Costs"), including, without limitation, all court costs and reasonable attorneys' and paralegals' fees indemnitiesand expenses, damagespaid or incurred by the Lender (i) in endeavoring to collect all or any part of the Guaranteed Obligations from, or in pursuing any action against, the Borrower, the Guarantor or any other guarantor of all or any part of the Guaranteed Obligations or (ii) in endeavoring to realize upon (whether by judicial, non-judicial or other proceedings) any collateral securing the Guarantor's liabilities under this Guaranty. C. The Guarantor further agrees that, if any payment made by the Borrower or any other Person is applied to the Guaranteed Obligations and is at any time annulled, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid, or the proceeds of Collateral or any other security are required to be returned by the Lender to the Borrower, its estate, trustee, receiver or any other Person, including, without limitation, the Guarantor, under any bankruptcy law, state or federal law, common law or equitable cause, then, to the extent of such payment or repayment, the Guarantor's liability hereunder (and any lien, security interest or other collateral securing such liability) shall be and remain in full force and effect, as fully as if such payment had never been made, or, if prior thereto this Guaranty shall have been cancelled or surrendered (and if any lien, security interest or other collateral securing Guarantor's liability hereunder shall have been released or terminated by virtue of such cancellation or surrender), this Guaranty (and such lien, security interest or other collateral) shall be reinstated in full force and effect, and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of the Guarantor in respect of the amount of such payment (or any lien, security interest or other collateral securing such obligation). D. Notwithstanding the foregoing, the Guarantied Obligations shall not include any loans or advances made by Lender to Borrower after the date hereof; provided, however, that none of the following items shall be deemed to be loans and advances made by Lender after the date hereof or excluded from the Guarantied Obligations by reason of arising after the date hereof: (i) all Costs, (ii) all costs, expenses, charges and other expenditures made by Lender pursuant to the Financing Agreements to pay taxes, insurance, assessments, costs, expenses or otherwiseother amounts which Borrower is required to pay or cause to be paid pursuant to the Financing Agreements, or to perform obligations which Borrower is required to perform pursuant to the Financing Agreements, or to keep the Collateral free from Liens (except Liens permitted by the Financing Agreements), or to protect or preserve the Collateral or to create, perfect or preserve the Lender's Liens in the Collateral, including without limitation under any of the Borrower foregoing arising pursuant to the Lender, arising out of those certain Senior Convertible Promissory Notes (as amended from time to time, the “Notes”) made by the Borrower in favor subsection 9.2 or 9.3 of the LenderLoan Agreement or pursuant to Section 19 of any of the Mortgages, and sold by the or (iii) obligations of Borrower to the Lender arising as a result of Borrower's indemnification obligations under the Note Purchase Agreement dated as of the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness and liabilities 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 or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The Lender’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This 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 Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the 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 (Title 11, United States Code) or any comparable provisions of any similar federal or state lawFinancing Agreements.

Guaranty. The (a) To induce the Lenders to make the Loans and the Issuers to issue Letters of Credit, each Guarantor hereby absolutely absolutely, unconditionally and unconditionally irrevocably guarantees, jointly with the other Guarantors and severally, as primary obligor and not merely as surety, the full and punctual payment when due and in the currency due, whether at stated maturity or earlier, by reason of acceleration, mandatory prepayment or otherwise in accordance herewith or any other Loan Document, of all the Obligations, whether 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, whether or not enforceable as against the Borrower, whether now or hereafter existing, and whether due or to become due, including principal, interest (including interest at the contract rate applicable upon default accrued or accruing after the commencement of any proceeding under the Bankruptcy Code, or any applicable provisions of comparable state or foreign law, whether or not such interest is an allowed claim in such proceeding), fees and costs of collection. This Guaranty constitutes a guaranty of payment and performance and not merely as a guaranty of collection. Notwithstanding the foregoing, prompt ▇▇▇▇▇▇ ▇▇▇▇▇ Jeanswear Company shall not be required to make any payment when due, whether at stated maturity, hereunder until the 30th day after written demand therefor has been given by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all existing and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, the Collateral Agent in accordance with the terms of the Borrower to the LenderCredit Agreement. (b) Each Guarantor further agrees that, arising out of those certain Senior Convertible Promissory Notes if (as amended from time to time, the “Notes”i) any payment made by the Borrower in favor of the Lender, and sold by the Borrower to the Lender under the Note Purchase Agreement dated as of the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness and liabilities 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 or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidationPerson and applied to the Obligations is at any time annulled, conservatorshipavoided, bankruptcyset aside, assignment for the benefit of creditorsrescinded, moratoriuminvalidated, rearrangement, receivership, insolvency, reorganizationdeclared to be fraudulent or preferential or otherwise required to be refunded or repaid, or similar debtor relief laws (ii) any proceeds of Collateral are required to be returned by any Guarantied Party to the Borrower, its estate, trustee, receiver or any other party, including any Guarantor, under any bankruptcy law, equitable cause or any other Requirement of Law, then, to the extent of such payment or repayment, any such Guarantor’s liability hereunder (and any Lien or other Collateral securing such liability) shall be and remain in full force and effect, as fully as if such payment had never been made. If, prior to any of the United States foregoing, this Guaranty shall have been cancelled or surrendered (and if any Lien or other applicable jurisdictions from time to time in effect and affecting the rights Collateral securing such Guarantor’s liability hereunder shall have been released or terminated by virtue of creditors generally (collectively, “Debtor Relief Laws”such cancellation or surrender), this Guaranty (and including interest that accrues after such Lien or other Collateral) shall be reinstated in full force and effect, and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the commencement by or against the Borrower obligations of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The Lender’s books and records showing such Guarantor in respect of the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations such payment (or any instrument Lien 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 Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the 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 (Title 11, United States Code) or any comparable provisions of any similar federal or state lawother Collateral securing such obligation).

Guaranty. The Each Guarantor hereby absolutely and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all existing and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of owing by the Borrower or any other Credit Party to the LenderAdministrative Agent and the Lenders, arising out of those certain Senior Convertible Promissory Notes (as each such term is defined in the Term Loan Agreement and collectively referred to herein as the "Beneficiaries") arising under, pursuant to, or in connection with, that certain Term Loan Agreement, dated as of April [28], 2011 (as amended, amended and restated, supplemented, extended, or otherwise modified from time to time, the “Notes”"Term Loan Agreement", the defined terms of which are used herein unless otherwise defined herein) made by among the Borrower in favor of Borrower, the LenderAdministrative Agent, and sold by the Borrower to the Lender under the Note Purchase Agreement dated as of the date hereof (as amended lenders party thereto from time to timetime (the "Lenders"), under any Notes issued pursuant to the “NPA”) between the Borrower Term Loan Agreement and Lender, and all under any other Transaction Documents (hereinafter, as such term is defined in the Notes) Loan Document (including all renewals, extensions, amendments, refinancings and other modifications thereof and and, as provided in the Loan Documents, all costs, reasonable attorneys’ ' fees and expenses incurred by the Lender Administrative Agent or any Beneficiary in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness and liabilities may be direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), arising and including interest and fees that accrues accrue after the commencement by or against the Borrower any Credit Party thereof of any proceeding under any Debtor Relief Laws the Bankruptcy Code naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding (collectively, the “"Guaranteed Obligations”"). The Lender’s Administrative Agent's books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive conclusive, absent manifest error, for the purpose of establishing the amount of the Guaranteed Obligations. This 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 any Guarantor under this GuarantyGuaranty other than the indefeasible payment in full of the Guaranteed Obligations, and the each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the 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 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 lawlaw after giving effect to the value of any rights of subrogation, contribution, reimbursement or indemnity of such Guarantor pursuant to applicable law or agreement, including Section 6(b) hereof.

Guaranty. The Guarantor hereby unconditionally, absolutely -------- and unconditionally guaranteesirrevocably guaranties and promises to perform and pay to the order of the Beneficiaries, on demand, in lawful money of the United States of America, any and all Obligations of the Issuer from time to time owed to the Beneficiaries; provided that (a) no payment by the Guarantor shall be required hereunder with ------------- respect to any of the Obligations unless and until the Issuer has failed to pay such Obligation as and when due (whether by acceleration, lapse of time or otherwise); (b) no demand, resort or other action against the Issuer, any other Person or any Collateral shall be required before payment by the Guarantor is required hereunder and (c) this Guaranty is a continuing guaranty of performance and payment and performance (and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, ). The term "Obligations" is used ----------- herein in its most comprehensive sense and at all times thereafter, of includes any and all existing present and future indebtedness obligations and liabilities of the Issuer of every kindtype and description to any Beneficiary, nature or any of its successors or assigns, or any Person entitled to indemnification, under the Agreements or the Notes (including, without limitation, the Series A-2 and characterSeries A-3 Notes assumed by the Issuer pursuant to the terms of the Assumption Agreements), direct whether relating to the performance of any covenant, undertaking or indirectany other agreement, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiumsMakewhole Amount, reimbursement obligations, fees, expenses, indemnities or other amounts (including attorneys' fees indemnitiesand expenses), damagesin each case whether due or not due, costsdirect or indirect, expenses joint or otherwiseseveral, of the Borrower to the Lenderabsolute or contingent, arising out of those certain Senior Convertible Promissory Notes (as amended voluntary or involuntary, liquidated or unliquidated, determined or undetermined, now or hereafter existing, renewed or restructured, whether or not from time to timetime decreased or extinguished and later increased, created or incurred, whether or not arising after the “Notes”) made by the Borrower in favor commencement of the Lender, and sold by the Borrower to the Lender under the Note Purchase Agreement dated as of the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness and liabilities may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any a proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), including post-petition interest) and whether or not allowed or allowable as a claim in any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”)such proceeding, and including interest that accrues after the commencement by whether or against the Borrower not recovery of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”)such obligation or liability may be barred by a statute of limitations or such obligation or liability may otherwise be unenforceable. The Lender’s books and records showing the amount of the Guaranteed All Obligations shall be admissible conclusively presumed to have been created in evidence in any action or proceeding, and reliance on this Guaranty. All payments hereunder shall be binding upon the Guarantor made free and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This 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 clear of any collateral thereforand all deductions, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations withholdings and setoffs, including withholdings on account of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the 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 (Title 11, United States Code) or any comparable provisions of any similar federal or state lawtaxes.

Guaranty. The Guarantor hereby absolutely unconditionally and unconditionally guaranteesirrevocably guarantees to the Bank the full and punctual payment by the Borrower, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at the stated maturitydue date, by required prepaymentacceleration or otherwise of all Obligations (as defined below) of the Borrower, upon accelerationhowsoever created, demand arising or otherwiseevidenced, and at all times thereaftervoluntary or involuntary, of any and all existing and future indebtedness and liabilities of every kind, nature and character, whether direct or indirect, absolute or contingentcontingent now or hereafter existing or owing to the Bank, liquidated or unliquidated(collectively, voluntary or involuntary the "Guaranteed Obligations"). This Guaranty is an absolute, unconditional, continuing guaranty of payment and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, not of collection of the Borrower to the Lender, Guaranteed Obligations and includes Guaranteed Obligations arising out of those certain Senior Convertible Promissory Notes (as amended from time to time, the “Notes”) made by the Borrower in favor of the Lender, and sold by the Borrower to the Lender under the Note Purchase Agreement dated as of the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as successive transactions which shall either continue such term is defined in the Notes) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection Guaranteed Obligations or enforcement thereof), and whether recovery upon such indebtedness and liabilities 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 or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues renew such Guaranteed Obligations after the commencement by or against same has been satisfied. This Guaranty is in no way conditioned upon any attempt to collect from the Borrower of or upon any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The Lender’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action other event or proceedingcontingency, and shall be binding upon and enforceable against the Guarantor and conclusive for without regard to the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity validity or enforceability of any document, instrument or agreement evidencing or governing the Obligations or any other agreement or instrument executed in connection therewith (including, without limitation, this Guaranty) or contemplated thereby (each, a "Loan Document" and, collectively, the "Loan Documents"). If for any reason the Borrower shall fail or be unable duly and punctually to pay any of the Guaranteed Obligations (including, without limitation, amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. 362(a)), the Guarantor will forthwith pay the same, in cash, immediately upon demand. As used herein "Obligations" shall mean all obligations, liabilities and indebtedness of the Borrower to the Bank, whether now existing or hereafter created, absolute or contingent, direct or indirect, due or not, whether created directly or acquired by assignment or otherwise, including, without limitation, the Loan and the payment and performance of all other obligations, liabilities, and indebtedness of the Borrower to the Bank under the Loan Documents, including without limitation all fees, costs, expenses and indemnity obligations thereunder. In the event any Loan Document shall be terminated as a result of the rejection thereof by any trustee, receiver or liquidating agent of the Borrower or any instrument of its properties in any bankruptcy, insolvency, reorganization, arrangement, composition, readjustment, liquidation, dissolution or agreement evidencing any Guaranteed Obligationssimilar proceeding, or by the existenceGuarantor's obligations hereunder shall continue to the same extent as if such Loan Document had not been so rejected. The Guarantor agrees to pay all costs, validityexpenses (including, enforceabilitywithout limitation, perfection, non-perfection or extent attorneys' fees and disbursements) and damages incurred in connection with the enforcement of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense of the Borrower to the obligations extent that such costs, expenses and damages are not paid by the Borrower pursuant to the respective Loan Documents. The Guarantor further agrees that if any payment made by the Borrower or the Guarantor to the Bank on any Guaranteed Obligation is rescinded, recovered from or repaid by the Bank, in whole or in part, in any bankruptcy, insolvency or similar proceeding instituted by or against the Borrower or Guarantor, this Guaranty shall continue to be fully applicable to such Guaranteed Obligation to the same extent as though the payment so recovered or repaid had never originally been made on such Guaranteed Obligation regardless of, and, without giving effect to, any discharge or release of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its Guarantor's obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of granted by the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state lawBank after the date hereof.

Guaranty. The Guarantor hereby absolutely and agrees to unconditionally guarantees, as a guaranty of the payment and performance of all debts, obligations and not merely as a guaranty liabilities of the Developer to BKC arising pursuant to this Agreement, or any other agreement with BKC relating directly or indirectly to the Burger King Restaurants to be developed and opened pursuant hereto (the "BKC Agreements"), together with all costs of collection, prompt payment when duecompromise or enforcement, whether at stated maturityincluding reasonable attorneys' fees, by required prepaymentincurred with respect to any such debts, upon acceleration, demand obligations or otherwise, and at all times thereafter, of liabilities or with respect to this or any and all existing and future indebtedness and liabilities of every kind, nature and character, direct other guaranty thereof or indirect, absolute any bankruptcy proceeding or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, other similar action affecting the rights of the Borrower Developer's creditors generally (all of the foregoing being referred to collectively as the Lender, arising out of those certain Senior Convertible Promissory Notes (as amended from time to time, the “Notes”) made "Obligations"). This guaranty by the Borrower Guarantor shall continue in favor full force and effect until the Developer has fully paid and performed all of the Lender, and sold by the Borrower to the Lender under the Note Purchase Agreement dated as of the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in Obligations. In connection with the collection or enforcement thereofguaranties set forth above (collectively, the "Guaranties"), each of the parties to this Agreement hereby agrees as follows: (a) The Guaranties shall not be impaired by any modification, supplement, extension or amendment of the BKC Agreements or any of the Obligations, nor by any modification, release or other alteration of any of the Obligations hereby guaranteed, nor by any agreements or arrangements whatever with the Developer or any one else; (b) The liability of the Guarantor is primary, direct and whether recovery upon such indebtedness unconditional and liabilities may be enforced without requiring BKC first to resort to any other right, remedy or hereafter become unenforceable security; (c) The Guarantor shall have any right of subrogation, reimbursement or shall be an allowed indemnity whatsoever, unless and until the Obligations are paid or disallowed claim under any proceeding or case commenced by or against performed in full; (d) If the Guarantor should at any time become insolvent or the Borrower under the Bankruptcy Code (Title 11make a composition, United States Code), any successor statute trust mortgage or any other liquidation, conservatorship, bankruptcy, general assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or if a bankruptcy proceeding or any action under a similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and law affecting the rights of creditors generally shall be filed or commenced by, against or in respect of the Guarantor, any and all obligations of Guarantor shall, at BKC's option, immediately become due and payable without notice; (collectivelye) If any payment or transfer to BKC which has been credited against any Obligation, “Debtor Relief Laws”is voided or rescinded or required to be returned by BKC, whether or not in connection with any event or proceeding described in Section 23.2(d), the Guaranties shall continue in effect or be reinstated as though such payment, transfer or recovery had not been made; (f) Except as otherwise provided in this Agreement, each of the Guaranties shall be construed as an absolute, unconditional, continuing and including interest that accrues after unlimited obligation of the commencement by Guarantor without regard to the regularity, validity or against 18 19 enforceability of any of the Borrower of Obligations, and without regard to whether any Obligation is limited, modified, voided, released or discharged in any proceeding under any Debtor Relief Laws law affecting the rights of creditors generally; (collectively, the “Guaranteed Obligations”). The Lender’s books and records showing the amount g) Any termination of the Guaranteed Obligations Guaranties shall be admissible in evidence in any action applicable only to Obligations accruing prior to termination or proceeding, having their inception after the effective date of such termination and shall be binding upon the Guarantor not affect Obligations having their inception prior to such date; (h) Any and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This 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 all present and future debts and obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating Developer to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the Guarantor hereunder at any time shall be limited to an aggregate amount equal are hereby waived and postponed in favor of and subordinated to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 full payment and performance of the Bankruptcy Code Obligations; and (Title 11, United States Codei) or any comparable provisions The Guarantor waives to the greatest extent permitted by law: notice of acceptance hereof; presentment and protest of any similar federal instrument, and notice thereof; notice of default; notice of foreclosure; notice of any modification, release or state law.other alteration of any of the Obligations or of any security therefor and all other notices to which Guarantor might otherwise be entitled. THIS AGREEMENT has been executed by the parties as of the day and year indicated on the first page of this Agreement. BURGER KING CORPORATION ("BKC") By:__________________________________ Vice President Attest:______________________________ Assistant Secretary BRAVOKILO, INC. By:__________________________________ Attest:______________________________ (DEVELOPER) QUALITY DINING, INC. By:__________________________________ Attest:______________________________ (GUARANTOR)

Guaranty. The Each Guarantor hereby absolutely and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all existing and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender, arising out of those certain Senior Convertible Promissory Notes (as amended from time to time, the “Notes”) made by the Borrower in favor of the Lender, Administrative Agent and sold by the Borrower to the Lender under the Note Purchase Agreement dated as of the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) Lenders (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness and liabilities 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 Guarantors or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The LenderLenders’ and/or the Administrative Agent’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive absent manifest error for the purpose of establishing the amount of the Guaranteed Obligations. This 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 any Guarantor under this Guaranty, and the each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the 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 (Title 11, United States Code) or any comparable provisions of any similar federal or state law.

Guaranty. The Guarantor hereby (a) Each of the Guarantors absolutely and unconditionally guaranteesunconditionally, as a guaranty of jointly and severally, guarantees and agrees to be liable for the full and indefeasible payment and performance when due of the following (all of which are collectively referred to herein as the "Guaranteed Obligations"): (i) all obligations, liabilities and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, indebtedness of any and all existing and future indebtedness and liabilities of every kind, nature and characterdescription of Borrower to the Administrative Agent, and/or the Lenders and/or their respective affiliates, including principal, interest, charges, fees, costs and expenses, however evidenced, whether as principal, surety, endorser, guarantor or otherwise, whether arising under the Credit Agreement, the other Loan Documents, including all obligations under any Hedge Agreements (as defined in the Credit Agreement) or other hedging agreements, or otherwise, whether now existing or hereafter arising, whether arising before, during or after the initial or any renewal term of the Credit Agreement or after the commencement of any case with respect to Borrower under the United States Bankruptcy Code or any similar statute (including, without limitation, the payment of interest and other amounts, which would accrue and become due but for the commencement of such case, whether or not such amounts are allowed or allowable in whole or in part in any such case and including loans, interest, fees, charges and expenses related thereto and all other obligations of Borrower or its successors to the Administrative Agent and the Lenders arising after the commencement of such case), whether direct or indirect, absolute or contingent, joint or several, due or not due, primary or secondary, liquidated or unliquidated, voluntary secured or involuntary unsecured, and however acquired by the Administrative Agent and the Lenders and (ii) all expenses (including, without limitation, attorneys' fees and legal expenses) incurred by the Administrative Agent and the Lenders in connection with the preparation, execution, delivery, recording, administration, collection, liquidation, enforcement and defense of Borrower's obligations, liabilities and indebtedness as aforesaid to the Administrative Agent and the Lenders, the rights of the Administrative Agent in any collateral or under this Guaranty and all other Loan Documents or in any way involving claims by or against the Administrative Agent and/or any of the Lenders directly or indirectly arising out of or related to the relationships between Borrower, any of the Guarantors or any other Obligor (as hereinafter defined) and the Administrative Agent and/or any of the Lenders, whether for principalsuch expenses are incurred before, interestduring or after the initial or any renewal term of the Credit Agreement and the other Loan Documents or after the commencement of any case with respect to Borrower or any of the Guarantors under the United States Bankruptcy Code or any similar statute. (b) This Guaranty is a guaranty of payment and not of collection. Each of the Guarantors agrees that the Administrative Agent and the Lenders need not attempt to collect any Guaranteed Obligations from Borrower, premiumsany one of the Guarantors or any other Obligor or to realize upon any collateral, fees indemnitiesbut may require any one of the Guarantors to make immediate payment of all of the Guaranteed Obligations to the Administrative Agent when due, damageswhether by maturity, costs, expenses acceleration or otherwise, or at any time thereafter. The Administrative Agent may apply any amounts received in respect of the Borrower Guaranteed Obligations to the Lender, arising out of those certain Senior Convertible Promissory Notes (as amended from time to time, the “Notes”) made by the Borrower in favor any of the LenderGuaranteed Obligations, and sold by the Borrower to the Lender under the Note Purchase Agreement dated as of the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) whole or in part (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ ' fees and legal expenses incurred by the Lender Administrative Agent with respect thereto or otherwise chargeable to Borrower or Guarantors) and in connection with such order as the collection or enforcement thereof), and whether recovery upon such indebtedness and liabilities Administrative Agent may be or hereafter become unenforceable or elect. (c) Payment by Guarantors shall be an allowed or disallowed claim under any proceeding or case commenced by or against made to the Guarantor or Administrative Agent at the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws office of the United States or other applicable jurisdictions Administrative Agent from time to time in effect and affecting on demand as Guaranteed Obligations become due. Guarantors shall make all payments to the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The Lender’s books and records showing the amount of Administrative Agent on the Guaranteed Obligations shall be admissible in evidence in any action or proceedingfree and clear of, and shall without deduction or withholding for or on account of, any setoff, counterclaim, defense, duties, taxes, levies, imposts, fees, deductions, withholding, restrictions or conditions of any kind. One or more successive or concurrent actions may be binding upon the Guarantor and conclusive for the purpose of establishing the amount brought hereon against any of the Guaranteed ObligationsGuarantors either in the same action in which Borrower or any of the other Guarantors or any other Obligor is sued or in separate actions. This In the event any claim or action, or action on any judgment, based on this Guaranty shall is brought against any of the Guarantors, each of the Guarantors agrees not to deduct, set-off, or seek any counterclaim for or recoup any amounts which are or may be affected owed by the genuineness, validity, regularity Administrative Agent or enforceability any of the Guaranteed Obligations or Lenders to 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 Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the 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 (Title 11, United States Code) or any comparable provisions of any similar federal or state lawGuarantors.

Guaranty. (a) The Guarantor hereby absolutely and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafterof all Obligations, of including, without limitation, (i) any and all existing and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender, arising out of those certain Senior Convertible Promissory Notes (as amended from time to time, the “Notes”) made by the Borrower in favor of the Lender, and sold by the Borrower to the Lender under the Note Purchase Agreement dated as of the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) outstanding Delayed Draw Term Loans (including all renewals, extensions, amendments, refinancings restatements and other modifications thereof thereof) and all costsearned interest and fees in relation thereto as set forth in the Reimbursement Agreement (including any interest paid-in-kind or deferred, reasonable attorneys’ fees any commitment fees, the prepayment premium set forth in Section 3.4 of the Reimbursement Agreement and expenses incurred by any other consent or amendment fees), (ii) indemnification obligations in favor of the Lender Guaranteed Parties relating to any losses or other claims of the Guaranteed Parties in connection with providing the collection or enforcement thereof)Cash Collateral to the Issuer, and (iii) the obligation to provide replacement cash collateral to the Agent in an amount equal to the Cash Collateral that is in the Cash Collateral Accounts, 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 proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”)Guarantor under any Insolvency Law, and including interest that accrues after the commencement by or against the Borrower or any Guarantor of any proceeding under any Debtor Relief Laws Insolvency Law (collectively, the “Guaranteed Obligations”). ; provided that the 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 (b) of the definition thereof, the Guarantor shall only be required to make payments of the Guaranteed Obligations under the Reimbursement Agreement and the Other Documents when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise. (b) The Lender’s books and records of the 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 binding upon the Guarantor and conclusive for the purpose absent manifest error of establishing the amount of the Guaranteed ObligationsObligations and the interest accrued thereon and other payments due in respect thereof. This 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, 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 Obligations, which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire acquire, in law or in equity, in any way relating to any or all of the foregoing. Anything contained herein foregoing or otherwise. (c) The Guarantor further agrees to pay any and all expenses (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 with respect to, or collecting, any or all of the contrary notwithstandingGuaranteed Obligations and/or enforcing any rights with respect to, or collecting against, the obligations Guarantor under this Guaranty. (d) The Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the amount of the liability of the Guarantor hereunder without impairing this Guaranty or affecting the rights and remedies of any Guaranteed Party hereunder. (e) The Guarantor agrees that whenever, at any time, or from time to time, it shall be limited make any payment to any Guaranteed Party on account of its liability hereunder, it will notify the Agent in writing that such payment is made under this Guaranty for such purpose. (f) The Guaranteed Obligations include as a component thereof, the obligation by the Guarantor to provide replacement cash collateral to the Agent in an aggregate amount equal to the largest amount Cash Collateral that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of is in the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state lawCash Collateral Accounts.