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 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 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 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 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 (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 (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 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 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 (a) Axon hereby absolutely guarantees prompt and unconditionally guaranteesfull payment of each Deferred Payment to Huntington when due. Axon hereby promises that, as if a guaranty of payment and performance and Deferred Payment is not merely as a guaranty of collection, prompt payment paid promptly by FCMC when due, whether at stated maturity, by required prepaymentAxon will, upon accelerationrequest of Huntington, demand or otherwisepay to Huntington the Deferred Payment then due, and at all times thereafter, irrespective of any and all existing and future indebtedness and liabilities action or lack 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 action on Huntington’s part in connection with the collection enforcement of this Agreement or enforcement thereofotherwise. Axon agrees that Huntington will not be required to pursue or exhaust any of his rights or remedies against FCMC or Axon with respect to payment of such Deferred Payment or to take any action of any sort, prior to demanding payment from or pursuing its remedies against Axon. (b) The obligations of Axon hereunder are unconditional and absolute and not subject to any reduction, limitation, impairment, or termination for any reason (other than the expiration of any obligation to make Deferred Payments or the indefeasible payment in full in cash of the Deferred Payments), and whether recovery upon such indebtedness and liabilities may be including: (i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration, or hereafter become unenforceable or shall be an allowed or disallowed claim compromise of any obligations under any proceeding Deferred Payment, by operation of law or case commenced by otherwise; (ii) any change in the corporate existence, structure, or against the Guarantor or the Borrower under the Bankruptcy Code ownership of any FCMC; (Title 11, United States Code), iii) any successor statute or any other liquidation, conservatorshipinsolvency, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or other similar debtor relief laws proceeding affecting FCMC or its assets, or any resulting release or discharge of any obligation of FCMC; (iv) the existence of any claim defense, setoff, counterclaim, recoupment, or termination whatsoever, or any provision of applicable law or regulation purporting to prohibit payment by FCMC, of any Deferred Payment or any portion thereof, or (v) any default, failure, or delay, willful or otherwise, in the payment or performance of any Deferred Payment, or any other circumstance, act, omission, or delay that might in any manner or to any extent vary the risk of Axon or that would otherwise operate as a discharge of Axon as a matter of law or equity (other than the expiration pursuant to the terms of this Agreement of any obligation to make Deferred Payments or the indefeasible payment in full in cash of the United States or other applicable jurisdictions from time to time in effect and affecting Deferred Payments). (c) Without limiting 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 generality of the Guaranteed Obligations shall be admissible in evidence in foregoing, Axon irrevocably waives acceptance hereof, presentment, demand, protest and, to the fullest extent permitted by law, any notice not provided for herein, as well as any requirement that at any time any action or proceedingbe taken by Huntington against FCMC, 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 other person obligated. Huntington, at its election, may foreclose on any collateral held by it by one or agreement evidencing any Guaranteed Obligationsmore judicial or nonjudicial sales, or by the existence, validity, enforceability, perfection, non-perfection or extent accept an assignment of any collateral therefor, in lieu of foreclosure or by otherwise act or fail to act with respect to any fact collateral securing all or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations part of the Guarantor under this GuarantyDeferred Payments, and compromise or adjust any part of the Guarantor hereby irrevocably waives Deferred Payments, make any defenses other accommodation with FCMC or exercise any other right or remedy available to it may now have against FCMC, without affecting or hereafter acquire impairing in any way relating the liability of Axon under this Agreement, except to any the extent all obligations to make Deferred Payments hereunder have expired by the terms hereof or all Deferred Payments have been paid in full in cash. To the fullest extent permitted by applicable law, Axon waives any defense arising out of the foregoing. Anything contained herein any such election even though that election may operate, pursuant to the contrary notwithstandingapplicable law, the obligations to impair or extinguish any right 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 reimbursement or conveyance under Section 548 subrogation or other right or remedy of the Bankruptcy Code (Title 11, United States Code) Axon against FCMC or any comparable provisions security. (d) Any agreement, instrument, certificate or other document evidencing the rights or interests of any similar federal or state lawAxon in FCMC will bear a legend substantially as follows: THE EQUITY INTERESTS REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS OF A DEFERRED PAYMENT AGREEMENT BY AND AMONG FCMC, THE HUNTINGTON NATIONAL BANK, AS ADMINISTRATIVE AGENT AND THE OTHER PARTIES NAMED THEREIN, DATED AS OF SEPTEMBER 22, 2010, AS AMENDED FROM TIME TO TIME, A COPY OF WHICH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF FCMC. THE SALE, TRANSFER, ASSIGNMENT OR OTHER DISPOSITION OF THE EQUITY INTERESTS IS SUBJECT TO THE TERMS OF SUCH AGREEMENT AND THE EQUITY INTERESTS ARE TRANSFERABLE OR OTHERWISE DISPOSABLE ONLY UPON PROOF OF COMPLIANCE THEREWITH.

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 (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 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 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 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 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. (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 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 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 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 (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 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 (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 indebtedness or liabilities which Borrower may at any time owe to Lender, whether incurred heretofore or hereafter or concurrently herewith, voluntarily or involuntarily, whether owed alone or with others, whether fixed, contingent, absolute, inchoate, liquidated or unliquidated, whether such indebtedness or liability arises by notes, discounts, overdrafts, open account indebtedness or in any other manner whatsoever, and including interest, attorneys' fees and collection costs as may be provided by law or in any instrument evidencing any such indebtedness or liability. Without limiting the generality of the foregoing, Guarantor hereby agrees that his liability hereunder shall extend to and include all post-petition interest, expenses, and other duties and liabilities of Borrower described above in this subsection (hereinaftera), as such term is defined or below in the Notes) following subsection (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 thereofb), and whether recovery upon such indebtedness and liabilities may which would be or hereafter become owed by Borrower but for the 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, or similar debtor relief laws 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 United States 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, forthwith 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, forthwith upon demand by Lender, cause such Obligation to be performed or, if specified by Lender, provide sufficient funds, in such amount and manner as Lender shall in good faith determine, for the prompt, full and faithful performance of such Obligation by Lender or such other applicable jurisdictions from time Person as Lender shall designate. (d) If either Borrower or Guarantor fails to time pay or perform any Obligation as described in effect and affecting the rights of creditors generally immediately preceding subsections (collectively, “Debtor Relief Laws”a), (b), or (c) Guarantor will incur the additional obligation to pay to Lender, and including interest that accrues after the commencement Guarantor will forthwith upon demand by or against the Borrower of any proceeding under any Debtor Relief Laws (collectivelyLender pay to Lender, the “Guaranteed Obligations”). The Lender’s books and records showing the amount of the Guaranteed Obligations 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 and Lender, this Guaranty shall be admissible in evidence in any action or proceeding, considered a primary and shall be binding upon the Guarantor and conclusive for the purpose liquidated liability 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 lawGuarantor.

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 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 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 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, 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. 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. 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 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 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 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. 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 a primary obligor and not merely as a 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), reasonable 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 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 (a) To induce the Lender to make the Revolver Loans and issue the 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 (as defined below), 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 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, 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. (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 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. 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 (a) In order to induce the Beneficiaries to extend credit to the Company pursuant to the Purchase Agreement, the Guarantor hereby absolutely 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 Amounts (as hereinafter defined) when the same shall become due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code). The term “Guarantied Amounts” is used herein in its most comprehensive sense and at all times thereafter, of includes any and all existing obligations of Company in respect of notes, advances, borrowings, loans, debts, interest, fees, costs, expenses (including, without limitation, legal fees and future indebtedness expenses of counsel and allocated costs of internal counsel), indemnities and liabilities of every kindwhatsoever nature now or hereafter made, nature and characterincurred or created, direct or indirect, 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 or enforcement thereof)Purchase Agreement, the Securities, this Guaranty and whether recovery upon such indebtedness and liabilities may be or hereafter become unenforceable or shall be an allowed or disallowed claim the other Related Documents, including those arising under any proceeding or case commenced by or against the Guarantor or the Borrower successive borrowing transactions 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 Purchase Agreement which shall either continue such obligations of the United States Company or other applicable jurisdictions from time to time in effect renew them after they have been satisfied. The Guarantor acknowledges that the Guarantied Amounts are being incurred for and affecting will inure to the rights benefit of creditors generally (collectively, “Debtor Relief Laws”), and including interest the Guarantor. Any returns on any portion of the Guarantied Amounts that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws (collectivelyproceeding, voluntary or involuntary, involving the “Guaranteed Obligations”). The Lender’s books and records showing the amount bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of the Guaranteed Obligations Company (or, if returns on any portion of the Guarantied Amounts ceases to accrue by operation of law by reason of the commencement of said proceeding, such returns as would have accrued on such portion of the Guarantied Amounts if said proceeding had not been commenced) shall be admissible included in evidence in any action or proceeding, and shall be binding upon the Guarantied Amounts because it is the intention of the Guarantor and conclusive for the purpose Beneficiaries that the Guarantied Amounts should be determined without regard to any rule of establishing law or order that may relieve the amount Company of any portion of such Guarantied Amounts. In the event that all or any portion of the Guaranteed Obligations. This Guaranty shall not be affected Guarantied Amounts 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 notwithstandingCompany, the obligations of the 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 part of such payment(s) is rescinded or recovered directly or indirectly from any Beneficiary as a preference, fraudulent transfer or otherwise, and any such payments that are so rescinded or recovered shall constitute Guarantied Amounts. Subject to the other provisions of this Section 1, upon the failure of the Company to pay any of the Guarantied Amounts when and as the same shall become due, the Guarantor will upon demand pay, or cause to be limited paid, in cash, to the Beneficiaries, 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 aggregate of the Bankruptcy Code (Title 11, United States Code) or any comparable unpaid Guarantied Amounts. Such payments shall be made in accordance with the applicable provisions of any similar federal or state lawthe Purchase Agreement.

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 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 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 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) In order to induce the Lenders to extend credit to the Borrower, 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 Obligations of every kindthe Borrower to the Beneficiaries, nature and characternow or hereafter made, direct incurred or indirectcreated, whether absolute or contingent, liquidated or unliquidated, voluntary whether due or involuntary not due, and whether for principalhowever arising under or in connection with the Credit Agreement, 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 timethis Guaranty, the “Notes”) made by the Borrower in favor of the Lender, and sold by the Borrower to 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 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”)Law, and including interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Guarantied Obligations”). In furtherance of the foregoing and without limiting the generality thereof, each Guarantor agrees that any Guarantor’s payment of a portion, but not all, of the Guarantied Obligations shall in no way limit, affect, modify or abridge any 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 Guarantors 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 each 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. . (b) Anything contained herein in this Guaranty to the contrary notwithstanding, the obligations of each Guarantor under this Guaranty and the Guarantor hereunder at any time other Loan Documents shall be limited to an a maximum 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 applicable provisions of comparable state law (collectively, the “Fraudulent Transfer Laws”), in each case after giving effect to all other liabilities of such Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Guarantor (i) in respect of intercompany indebtedness to the Borrower or other Affiliates of the Borrower to the extent that such indebtedness would be discharged in an amount equal to the amount paid by such Guarantor hereunder and (ii) under any guaranty of subordinated Indebtedness which guaranty contains a limitation as to maximum amount similar federal to that set forth in this Section 1(b), pursuant to which the liability of such Guarantor hereunder is included in the liabilities taken into account in determining such maximum amount) and after giving effect as assets to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation, reimbursement, indemnification or state lawcontribution of such Guarantor pursuant to applicable law or pursuant to the terms of any agreement. (c) The Guarantors desire to allocate among themselves, in a fair and equitable manner, their obligations arising under this Guaranty. Accordingly, in the event any payment or distribution is made on any date by a Guarantor under this Guaranty, each such Guarantor shall be entitled to a contribution from each of the other Guarantors in the maximum amount permitted by law so as to maximize the aggregate amount of the Guarantied Obligations paid to the Beneficiaries.

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 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. (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 (a) Each Guarantor, jointly and severally, hereby absolutely unconditionally and unconditionally guaranteesirrevocably guarantees the punctual payment of, as a guaranty of payment and performance and not merely as a guaranty of collectionpromises to pay, prompt payment when due, whether at stated maturity, by required mandatory prepayment, upon acceleration, demand by acceleration or otherwise, all obligations, indebtedness and at liabilities, and all times thereafterrearrangements, renewals and extensions of all or any part thereof, of Company or any other Obligor now or hereafter arising from, by virtue of or pursuant to the Credit Agreement, the Notes, any other Loan Paper, and any and all existing renewals and extensions thereof, or any part thereof, or future indebtedness and liabilities of every kindamendments thereto, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest (including, without limitation, interest, premiumsfees and other charges that would accrue or become owing both prior to and subsequent to and but for the commencement of any proceeding against or with respect to Company or any other Obligor under any chapter of the Bankruptcy Code of 1978, fees indemnities11 U.S.C. Section 101 ET SEQ. whether or not a claim is allowed for the same in any such proceeding), damagespremium, costsfees, commissions, expenses or otherwise, of otherwise (such obligations being 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"OBLIGATION"), and agrees to pay any and all reasonable expenses (including reasonable counsel fees and expenses) incurred in enforcement or collection of all or any part thereof, whether recovery upon such obligations, indebtedness and liabilities may be are direct, indirect, fixed, contingent, joint, several 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 joint and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”)several, 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 rights 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. . (b) Anything contained herein in this Guaranty to the contrary notwithstanding, the obligations of the each Guarantor hereunder at any time shall be limited to an a maximum 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 Title 11 of the Bankruptcy Code (Title 11, United States Code) Code or any comparable applicable provisions of comparable state law (collectively, the "FRAUDULENT TRANSFER LAWS"), in each case after giving effect to all other liabilities of Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any similar federal liabilities of such Guarantor in respect of intercompany indebtedness to Company, other Affiliates of Company or state lawother Obligors to the extent that such indebtedness would be discharged in an amount equal to the amount paid by such Guarantor hereunder) and after giving effect as assets, subject to PARAGRAPH 4(a) hereof, to the value (as determined under the applicable provisions of Fraudulent Transfer Laws) of any rights to subrogation or contribution of such Guarantor pursuant to (i) Applicable Law or (ii) any agreement providing for an equitable allocation among such Guarantor and other Obligors of obligations arising under guaranties by such parties.

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, all amounts owing in respect of the L/C Obligations, all interest accrued thereon, all fees due under the Credit Agreement, all indemnification obligations of the Company under or in connection with the Credit Agreement, the Notes and the other Loan Documents, all other amounts payable by the Company to the Guaranteed Parties thereunder or in connection therewith and any other Obligations of the Company. 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, any and all extensions, renewals, modifications, amendments or substitutions thereof 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 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 absolutely, unconditionally and unconditionally irrevocably guarantees, jointly and severally, as a guaranty of payment and performance primary obligor and not merely as a guaranty of collectionsurety, prompt to each Holder and its successors and assigns, the full and punctual payment and performance 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 principal of and Make-Whole Amount and interest on (including, without limitation, interest, whether or not an allowable claim, accruing after the date of filing of any petition in bankruptcy, or the commencement of any bankruptcy, insolvency or similar proceeding relating to the Lender, arising out of those certain Senior Convertible Promissory Company) the 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 all other amounts under the Note Purchase Agreement dated as of the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, Agreements and all other Transaction Documents (hereinafterobligations, as such term is defined in agreements and covenants of the Notes) Company now or hereafter existing under the Note Purchase Agreements whether for principal, Make-Whole Amount, interest (including all renewalsinterest accruing or becoming owing both prior to and subsequent to the commencement of any proceeding against or with respect to the Company under any chapter of the Bankruptcy Code), extensionsindemnification payments, amendments, refinancings and other modifications thereof and all costs, expenses (including reasonable attorneys’ fees and expenses expenses) or otherwise, and all reasonable costs and expenses, if any, incurred by the Lender any Holder in connection with the collection or enforcement thereof), and whether recovery upon enforcing any rights under this Guaranty (all 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, obligations being 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 agrees to pay any and conclusive for the purpose of establishing the amount of the Guaranteed Obligationsall reasonable expenses incurred by each Holder in enforcing this Guaranty. This Guaranty is an absolute, unconditional, present and continuing guaranty of payment and not of collectibility and is in no way conditioned upon any attempt to collect from the Company or any other action, occurrence or circumstance whatsoever. Notwithstanding any stay, injunction or other prohibition preventing such action against the Company, if for any reason whatsoever the Company shall not fail or be affected by unable to duly, punctually and fully perform and (in the genuineness, validity, regularity or enforceability case of the payment of Guaranteed Obligations) pay such amounts as and when the same shall become due and (in the case of the payment of Guaranteed Obligations) payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreements or the Notes, the Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the Holders, in lawful money of the United States of America, at the place specified in the Note Purchase Agreements, or perform or comply with such Guaranteed Obligations or any instrument cause such Guaranteed Obligations to be performed or agreement evidencing any complied with, (in the case of the payment of Guaranteed Obligations, or by ) together with interest (in the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating amounts and to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor extent required under this Guaranty, such Notes) on any amount due 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 lawowing.

Guaranty. The Guarantor hereby absolutely Each of the Guarantors unconditionally and unconditionally guaranteesirrevocably, as a guaranty of payment jointly and performance severally guarantees to the Agent, the Lead Arranger and not merely as a guaranty of collectionthe Banks, and their respective successors, endorsers, transferees and assigns (the "GUARANTEED PERSONS"), the full and prompt payment when due, due (whether at stated maturity, by required prepayment, upon declaration, acceleration, demand or otherwise) and performance of all indebtedness, liabilities and at other obligations of Holdings to any Guaranteed Person, whether arising out of or in connection with this Agreement, any other Loan Document or otherwise, including all times thereafterunpaid principal of the Loans, of all L/C Obligations, all interest accrued thereon, all fees due under this Agreement and all other amounts payable by Holdings to any Guaranteed Person 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”), 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”)law. The Lender’s books foregoing indebtedness, liabilities and records showing other obligations of Holdings shall hereinafter be collectively referred to as the amount of the "GUARANTEED OBLIGATIONS." The Guaranteed Obligations shall be admissible in evidence in any action or proceedinginclude interest which, and shall be binding upon the Guarantor and conclusive but for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected by the genuinenessan Insolvency Proceeding, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any would have accrued on such Guaranteed Obligations, whether 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 not 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 claim is allowed against Holdings for such interest 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 Insolvency Proceeding.

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 fees, indemnities, damages, costs, expenses or otherwise, of the Borrower Issuer 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 Noteholder under the this 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 Noteholder 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 Issuer 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 Issuer of any proceeding under any Debtor Relief Laws (collectivelysuch obligations, the “Guaranteed Obligations” and such guaranty, the “Guaranty”). The Lender’s books and records showing Notwithstanding the amount foregoing, the liability of the each Guarantor with respect to its Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon limited to an aggregate amount equal to the Guarantor and conclusive for largest amount that would not render its obligations under the purpose of establishing the amount Guaranty subject to avoidance under Section 548 of the Guaranteed ObligationsBankruptcy Code or any comparable provision of any state law. 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 absolutely unconditionally and unconditionally guaranteesirrevocably guarantees to Administrative Agent, as a guaranty for the benefit of payment itself and performance the Banks, the full 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 Credit Documents and other documents executed by the Borrower in favor of Administrative Agent and the Banks 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 the Obligations and 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 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 Term Loan 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 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 and any other Bank in connection with the collection or enforcement thereofthereof to the same extent required to be paid by the Borrower pursuant to the terms of the Credit Documents). 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 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 or the Guarantor 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 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, (i) 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.not

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, 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 any and all existing and future indebtedness and liabilities of every kindthe Designated Eligible Obligations, nature and character, 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 hereby absolutely unconditionally and unconditionally guarantees, as a guaranty of payment irrevocably guarantees to the Lender Parties 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 the Lender Parties 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, 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 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). 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 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 (a) In order to induce the Beneficiary to extend credit to the Company pursuant to the Purchase Agreement, the Guarantor hereby absolutely 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 Amounts (as hereinafter defined) when the same shall become due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code). The term “Guarantied Amounts” is used herein in its most comprehensive sense and at all times thereafter, of includes any and all existing obligations of Company in respect of notes, advances, borrowings, loans, debts, interest, fees, costs, expenses (including, without limitation, legal fees and future indebtedness expenses of counsel and allocated costs of internal counsel), indemnities and liabilities of every kindwhatsoever nature now or hereafter made, nature and characterincurred or created, direct or indirect, 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 or enforcement thereof)Purchase Agreement, the Notes, this Guaranty and whether recovery upon such indebtedness and liabilities may be or hereafter become unenforceable or shall be an allowed or disallowed claim the other Related Documents, including those arising under any proceeding or case commenced by or against the Guarantor or the Borrower successive borrowing transactions 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 Purchase Agreement which shall either continue such obligations of the United States Company or other applicable jurisdictions from time to time in effect renew them after they have been satisfied. The Guarantor acknowledges that the Guarantied Amounts are being incurred for and affecting will inure to the rights benefit of creditors generally (collectively, “Debtor Relief Laws”), and including interest the Guarantor. Any returns on any portion of the Guarantied Amounts that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws (collectivelyproceeding, voluntary or involuntary, involving the “Guaranteed Obligations”). The Lender’s books and records showing the amount bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of the Guaranteed Obligations Company (or, if returns on any portion of the Guarantied Amounts ceases to accrue by operation of law by reason of the commencement of said proceeding, such returns as would have accrued on such portion of the Guarantied Amounts if said proceeding had not been commenced) shall be admissible included in evidence in any action or proceeding, and shall be binding upon the Guarantied Amounts because it is the intention of the Guarantor and conclusive for the purpose Beneficiary that the Guarantied Amounts should be determined without regard to any rule of establishing law or order that may relieve the amount Company of any portion of such Guarantied Amounts. In the event that all or any portion of the Guaranteed Obligations. This Guaranty shall not be affected Guarantied Amounts 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 notwithstandingCompany, the obligations of the 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 part of such payment(s) is rescinded or recovered directly or indirectly from the Beneficiary as a preference, fraudulent transfer or otherwise, and any such payments that are so rescinded or recovered shall constitute Guarantied Amounts. Subject to the other provisions of this Section 1, upon the failure of the Company to pay any of the Guarantied Amounts when and as the same shall become due, the Guarantor will upon demand pay, or cause to be limited paid, in cash, to the Beneficiary, 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 aggregate of the Bankruptcy Code (Title 11, United States Code) or any comparable unpaid Guarantied Amounts. Such payments shall be made in accordance with the applicable provisions of any similar federal or state lawthe Purchase Agreement.

Guaranty. The Guarantor hereby absolutely absolutely, unconditionally and unconditionally guarantees, as a guaranty of irrevocably guarantees to Lender the full and 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 present and future indebtedness obligations, liabilities, covenants and liabilities of every kindagreements required to be observed and performed or paid or reimbursed by Borrower under or relating to this Note, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, plus all 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) fees (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, the reasonable attorneys’ fees and expenses incurred by of Lender’s counsel) in any way relating to the Lender in connection with the collection enforcement 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 protection 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 Lender’s 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 hereunder (collectively, the “Guaranteed Obligations”). The Lender’s books Guarantor agrees that its Obligations under this Guaranty are irrevocable, continuing, absolute and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, unconditional 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 discharged or impaired or otherwise 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 Guarantyby, and the Guarantor hereby irrevocably waives any defenses to enforcement it may have (now have or hereafter acquire in the future) by reason of: (a) Any illegality, invalidity or unenforceability of any Obligation, this Note or the Purchase and Sales Agreement, dated as the date hereof, by and among the Borrower, the Lender and the Guarantor, or any related agreement or instrument, or any law, regulation, decree or order of any jurisdiction or any other event affecting any term of the Obligations. (b) Any change in the time, place or manner of payment or performance of, or in any way relating to any or all other term of the foregoing. Anything contained herein to Obligations, or any rescission, waiver, release, assignment, amendment or ther modification of this Note. (c) Any default, failure or delay, willful or otherwise, in the contrary notwithstanding, the obligations performance of the Obligations. (d) Any change, restructuring or termination of the corporate structure, ownership or existence of Guarantor hereunder at or Borrower or any time shall be limited insolvency, bankruptcy, reorganization or other similar proceeding affecting Borrower or its assets or any resulting restructuring, release or discharge of any Obligations. (e) The failure of Lender to an aggregate amount equal assert any claim or demand or to exercise or enforce any right or remedy under the largest amount provisions of this Note or otherwise. (f) The existence of any claim, set-off, counterclaim, recoupment or other rights that would not render its obligations hereunder subject to avoidance Guarantor or Borrower may have against Lender (other than a defense of payment or performance). (g) Any other circumstance (including, without limitation, any statute of limitations), act, omission or manner of administering this Note or any existence of or reliance on any representation by Lender that might vary the risk of Guarantor or otherwise operate as a fraudulent transfer defense available to, or conveyance under Section 548 of the Bankruptcy Code (Title 11a legal or equitable discharge of, United States Code) or any comparable provisions of any similar federal or state lawGuarantor.

Guaranty. The Guarantor FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby absolutely acknowledged, the undersigned, _ (hereinafter called “Guarantor”), unconditionally guarantees and unconditionally guaranteespromises to pay to HUNTSVILLE CITY BOARD OF EDUCATION, as a guaranty political subdivision of payment and performance and not merely as a guaranty the State of collectionAlabama (hereinafter called “HCBOE”), prompt payment when dueor order, whether at stated maturityon demand, by required prepaymentin lawful money of the United States, upon acceleration, demand or otherwise, and at all times thereafter, of any and all existing indebtedness of THE ROCK FAMILY WORSHIP CENTER, INC., an Alabama nonprofit corporation (hereinafter called the “The Rock”). The word “Indebtedness” is used in its most comprehensive sense and future includes ▇▇▇ ▇▇▇▇’▇ obligations and indebtedness under that certain Promissory Note dated , 2016 in favor of HCBOE in the original principal amount of $2,500,000.00, including any and all debts, obligations to perform acts and to refrain from taking action, obligations to pay money, and all other liabilities of every kindThe Rock to HCBOE, nature relating to or arising under the Note and characterwhether heretofore, direct now, or indirecthereafter existing, made, incurred, or created, whether voluntary or involuntary and however arising, whether due or not due, absolute or contingent, liquidated or unliquidated, voluntary determined or involuntary and whether for undetermined, not limited to but including principal, interest, premiumscost of collection, 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)all other lawful charges, and whether The Rock may be liable individually or jointly with others or whether recovery upon such indebtedness and liabilities may be or hereafter become unenforceable or shall be an allowed or disallowed claim under barred by 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, reorganizationlimitations, or similar debtor relief laws of the United States whether such indebtedness may be now or other applicable jurisdictions from time hereafter become otherwise unenforceable (hereinafter referred to time in effect and affecting the rights of creditors generally (collectively, as “Debtor Relief LawsIndebtedness”), 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 (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 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 and all existing and future indebtedness and liabilities of every kindthe Obligations, nature and character, 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 Borrower, 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 11or any applicable provisions of comparable state or foreign law, United States Codewhether 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 (i) any successor statute payment made by Borrower 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) 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 (a) Guarantor hereby absolutely guarantees (the “Guaranty”) the full and unconditionally guarantees, as a guaranty of prompt payment and performance and (not merely as a guaranty just collection) by Purchaser of collection(a) all of Purchaser’s payment obligations under this Agreement, prompt payment when due(b) if the Closing does not occur, whether at stated maturity, all of Purchaser’s surviving obligations (including in respect of any damages or reimbursement amounts that may be payable by required prepayment, upon acceleration, demand Purchaser hereunder or otherwisein connection herewith) under Section 10.3, and at (c) 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, damagesSellers’ fees, costs, and expenses or otherwise(including, 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 costswithout limitation, reasonable attorneys’ fees fees, costs, and expenses expenses) incurred by the Lender in connection with the collection enforcement of this Section 12.16 or enforcement thereofPurchaser’s obligations under this Agreement (the obligations guaranteed in clauses (a), (b) 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 Codec), 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”). If Purchaser does not perform a Guaranteed Obligation, Guarantor shall promptly pay and perform such Guaranteed Obligation. (b) Subject to the terms and conditions of this 12.16, the Guaranty is an absolute, irrevocable, primary, continuing, unconditional and unlimited guaranty of the due and punctual payment and performance in full of the Guaranteed Obligations, not a guaranty of collection, and a separate action or actions may be brought and prosecuted against Guarantor to enforce the Guaranty, irrespective of whether any action is brought against Purchaser or whether Purchaser is joined in any such action or actions. (c) The Lender’s books liability of Guarantor under the Guaranty shall, to the fullest extent permitted under applicable Law, be absolute and records showing unconditional irrespective of: (i) the amount value, genuineness, validity, regularity, illegality or enforceability of the other provisions of this Agreement; (ii) any release or discharge of any obligation of Purchaser contained in this Agreement resulting from any change in the corporate existence, structure or ownership of Purchaser, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting Purchaser or its assets; (iii) any amendment or modification of the other provisions of this Agreement, or any change in the manner, place or terms of payment or performance, or any change or extension of the time of payment or performance of, or renewal or alteration of, any Guaranteed Obligation, any escrow arrangement or other security therefor, any liability incurred directly or indirectly in respect thereof, or any amendment or waiver of or any consent to any departure from the terms of this Agreement or the documents entered into in connection therewith; (iv) the existence of any claim, set-off or other right which Guarantor may have at any time against Purchaser, whether in connection with the Guaranteed Obligations or otherwise; or (v) the adequacy of any other means the Sellers may have of obtaining repayment or performance of any of the Guaranteed Obligations. (d) Guarantor hereby waives any and all notice of the renewal or extension of any of the Guaranteed Obligations and notice of or proof of reliance by the Sellers upon the Guaranty or acceptance of the Guaranty. The Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon the Guaranty, and all dealings between Purchaser or Guarantor, on the one hand, and the Sellers, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon the Guaranty. When pursuing its rights and remedies hereunder against Guarantor, the Sellers shall be admissible in evidence in under no obligation to pursue such rights and remedies it may have against Purchaser or any action or proceeding, and shall be binding upon the Guarantor and conclusive other Person 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 right of offset with respect thereto, and any failure by Sellers to pursue such other rights or agreement evidencing remedies or to collect any Guaranteed Obligationspayments from Purchaser or any such other Person or to realize upon or to exercise any such right of offset, and any release by Sellers of Purchaser or by the existenceany such other Person or any right of offset, validity, enforceability, perfection, non-perfection or extent shall not relieve Guarantor 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 GuarantyLiability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of Law, of Sellers. (e) Guarantor hereby irrevocably waives acceptance hereof, presentment, demand, protest and any defenses notice not provided for herein. Guarantor acknowledges that it may now have or hereafter acquire will receive substantial direct and indirect benefits from the transactions contemplated by this Agreement and that this Section 12.16 and the waivers set forth herein are knowingly made in any way relating to any or all contemplation 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 benefits.

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. The Each Guarantor hereby hereby, jointly and severally, with the other Guarantors, 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, 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 any Borrower to the Lender, any 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 Credit Agreement dated as of the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, and all or any other Transaction Documents (hereinafter, as such term is defined in the Notes) Loan Document (including all renewals, extensions, amendments, refinancings restatements and other modifications thereof and all reasonable costs, reasonable attorneys’ fees of outside counsel and out-of-pocket expenses incurred by the Lender Administrative Agent or 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 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”)Law, and including interest that accrues after the commencement by or against the any 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 absent manifest error of establishing the amount of the Guaranteed ObligationsCredit Extensions made by the Lenders to the Borrowers and the interest and payments thereon. 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 each Guarantor under this Guaranty, and the 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 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 Borrowers 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 Lenders under the Note Purchase Agreement dated as of the date hereof (as amended from time to timeLoan Documents, 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 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 Borrowers 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 Borrowers of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The Lender’s 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 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 For value received, and in consideration of Borrower entering into the Agreement, the undersigned (the "GUARANTOR") does hereby absolutely irrevocably, absolutely, and unconditionally guaranteesguarantee (a) the full 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 unliquidated, voluntary hereafter existing or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower owing to the LenderBanks or the Agent, 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 evidenced by the Lender in connection with Agreement (all such obligations being hereinafter collectively referred to as the collection or enforcement thereof), "LIABILITIES") 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 (b) the performance by or against the Guarantor or the Borrower of its obligations 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 Operative Documents pursuant to the Guaranteed Obligations which might otherwise constitute a defense to terms thereof; PROVIDED THAT 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 Liabilities shall be limited to an amount up to and including the aggregate of (i) the maximum amount equal (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 11.4(a)(ii) 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 11.4(a)(iii) of the Facilities Lease; (iii) all interest on such amounts; (iv) any and all other sums which are or may become due pursuant to the largest amount that would not render its obligations hereunder subject Agreement with respect to avoidance as a fraudulent transfer or conveyance such amounts (including, without limitation, indemnities, legal fees, and amounts payable pursuant to Section 9.7 of the Agreement) and (v) to the extent permitted by applicable law, all other amounts which, but for the automatic stay under Section 548 362(a) of the Bankruptcy Code Code, would become due under the Ground Lease and Facilities Lease (Title 11the foregoing obligations and undertakings are collectively referred to as the "OBLIGATIONS"). The Guarantor has a substantial, United States Codedirect or indirect, financial interest in the benefits and advantages which will result from the Agreement. The Guarantor hereby agrees that, upon any Event of Default under (and as defined in) the Operative Documents, the Guarantor will forthwith pay the Liabilities as limited by this paragraph immediately upon written demand or perform the Obligations. Notwithstanding anything to the contrary contained in this Guaranty, and regardless of whether an Event of Default under (and as described in) any Operative Document has occurred and is continuing, Guarantor shall have no liability under this Guaranty unless (A) an Event of Default has occurred and is continuing beyond any applicable grace or curative period under (and as defined in) any Lease Document or (B) any Lease Document is rejected by a trustee or debtor-in-possession in any bankruptcy proceeding involving the Lessee. This Guaranty is in addition to, and not in lieu of, the Guaranty dated concurrently herewith executed by Guarantor in favor of Lessor relating to the Lease Documents; provided, however, that in no event shall the Agent or any comparable provisions of any similar federal the Banks be entitled to recover an aggregate amount (through the collateral assignment of the Lease Documents or state lawthrough this Guaranty or otherwise) in excess of the Liabilities.

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 unconditionally and unconditionally irrevocably guarantees, as a guaranty of payment subject to the limitations expressed herein, the full and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepaymentacceleration or otherwise (including, upon accelerationwithout limitation, demand or otherwiseall amounts which would have become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code, and at all times thereafter11 U.S.C. 362(a)), of any and all existing and future indebtedness and liabilities obligations of every kindany kind and character whatsoever of Borrower to the Lender and any and all extensions, nature renewals and characterreplacements of such indebtedness, arising under any of the Loan Documents including, but not limited to, the Loan Agreement, the Note, or any other document executed by Borrower in connection therewith, or of Guarantor hereunder, whether such indebtedness is: (i) characterized as the payment of principal, interest, premium, fees, costs, expenses or otherwise; (ii) presently existing or hereafter incurred or arising; (iii) from time to time reduced and thereafter increased or entirely extinguished and thereafter reincurred; (iv) foreseen or unforeseen, direct or indirect, absolute or contingent, liquidated primary or unliquidatedsecondary, voluntary secured or involuntary and whether for principalunsecured, interest, premiums, fees indemnities, damages, costs, expenses matured or otherwiseunmatured, of the same class or type or of different classes or types; (v) created by or arising under contract, tort, guaranty, overdraft, recovery of avoided payments or otherwise; (vi) contracted for by Borrower to the Lender, arising out of those certain Senior Convertible Promissory Notes alone or jointly and severally with another or others; (as amended from time to time, the “Notes”vii) 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 Borrower prior to, during, 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 after any proceeding or case commenced filing by Borrower or against the Guarantor Borrower of any petition or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other request for liquidation, conservatorshipreorganization, arrangement, adjudication as a bankrupt, relief as a debtor, or other relief under bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of now or hereafter in affect in the United States of America or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”)any state or territory thereof or any foreign jurisdiction, and including interest notwithstanding Borrower's legal status as a debtor or a debtor-in-possession or Borrower's discharge in any such proceeding; and/or (viii) created or incurred with or without notice to Guarantor. The foregoing obligations are referred to herein collectively as the "Guaranteed Obligations." This Guaranty constitutes a guaranty of payment when due and not merely of collection, and Guarantor specifically agrees that accrues after it shall not be necessary or required that the commencement by Lender or any holder of any Loan exercise any right, assert any claim or demand or enforce any remedy whatsoever 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 before 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 as a condition 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 lawGuarantor hereunder.

Guaranty. The (a) Guarantor hereby unconditionally, absolutely and unconditionally guarantees, as a guaranty of irrevocably guarantees to Beneficiary the full and prompt payment and performance and not merely as a guaranty of collection, prompt payment when due, due (whether at stated maturity, maturity by required prepayment, upon acceleration, demand acceleration or otherwise, and at all times thereafter, ) of any and all existing and future loans, advances, indebtedness and liabilities each and every other obligation or liability of Borrower owed to Beneficiary and any affiliate of Fifth Third Bancorp, however created, of every kindkind and description, nature whether now existing or hereafter arising and character, whether direct or indirect, primary or as guarantor or surety, absolute or contingent, due or to become due, liquidated or unliquidated, voluntary matured or involuntary and whether for principalunmatured, interestparticipated in whole or in part, premiumscreated by trust agreement, fees indemnitieslease, damagesoverdraft, costsagreement, expenses or otherwise, whether or not secured by additional collateral, whether originated with Beneficiary or owed to others and acquired by Beneficiary by purchase, assignment or otherwise, and including, without limitation, all loans, advances, indebtedness and each and every other obligation or liability arising under the Loan Documents, letters of credit now or hereafter issued by Beneficiary or any affiliate of Fifth Third Bancorp for the benefit of or at the request of Borrower, all obligations to perform or forbear from performing acts, any and all Rate Management Obligations (as defined in the Loan Documents), and all agreements, instruments and documents evidencing, guarantying, securing or otherwise executed in connection with any of the Borrower foregoing, together with any amendments, modifications, and restatements thereof, and all expenses and attorneys' fees incurred or other sums disbursed by Beneficiary or any affiliate of Fifth Third Bancorp under this Guaranty or any other document, instrument or agreement related to any of the Lenderforegoing (collectively, arising out the "Obligations"). (b) This Guaranty is a continuing guaranty of those certain Senior Convertible Promissory Notes (as amended payment, and not merely of collection, that shall remain in full force and effect until expressly terminated in writing by Beneficiary, notwithstanding the fact that no Obligations may be outstanding from time to time. Such termination by Beneficiary shall be applicable only to transactions having their inception after the effective date thereof, and shall not affect the “Notes”enforceability of this Guaranty with regard to any Obligations arising out of transactions having their inception prior to such effective date, even if such Obligations shall have been modified, renewed, compromised, extended, otherwise amended or performed by Beneficiary subsequent to such termination. In the absence of any termination of this Guaranty as provided above, Guarantor agrees that Guarantor's obligations hereunder shall not be deemed discharged or satisfied until the Obligations are fully paid and performed, and no such payments or performance with regard to the Obligations is subject to any right on the part of any person whomsoever, including but not limited to any CONT-GAUR (C) made by Fifth Third Bancorp 2001 33118-14-1-▇.▇▇▇▇ trustee in bankruptcy, to recover any of such payments. If any such payments are so set aside or settled without litigation, all of which is within Beneficiary's discretion, Guarantor shall be liable for the full amount Beneficiary is required to repay, plus costs, interest, reasonable attorneys' fees and any and all expenses that Beneficiary paid or incurred in connection therewith. A successor of Borrower, including Borrower in favor its capacity as debtor in a bankruptcy reorganization case, shall not be considered to be a different person than Borrower; and this Guaranty shall apply to all Obligations incurred by such successor. (c) Guarantor agrees that Guarantor is directly and primarily liable to Beneficiary and that the Obligations hereunder are independent of the LenderObligations of Borrower, and sold by the or of any other guarantor. The liability of Guarantor hereunder shall survive discharge or compromise of any Obligation of Borrower in bankruptcy or otherwise. Beneficiary shall not be required to the Lender under the Note Purchase Agreement dated as prosecute or seek to enforce any remedies against Borrower or any other party liable to Beneficiary on account of the date hereof Obligations, or to seek to enforce or resort to any remedies with respect to any collateral granted to Beneficiary by Borrower or any other party on account of the Obligations, as a condition to payment or performance by Guarantor under this Guaranty. (as amended d) Beneficiary may, without notice or demand and without affecting its rights hereunder, from time to time: (i) renew, extend, accelerate or otherwise change the amount of, 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 time for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganizationpayment of, 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 (collectivelyterms relating to, “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 Obligations, or otherwise modify, amend or change the terms of the Loan Documents or any other document or instrument evidencing, securing or otherwise relating to the contrary notwithstandingObligations,(ii) take and hold collateral for the payment of the Obligations guaranteed hereby, and exchange, enforce, waive, and release any such collateral, and apply such collateral and direct the obligations order or manner of sale thereof as Beneficiary in its discretion may determine. Accordingly, Guarantor hereby waives notice of any and all of the foregoing. (e) Guarantor hereby waives all defenses, counterclaims and off-sets of any kind or nature, whether legal or equitable, that may arise: (i) directly or indirectly from the present or future lack of validity, binding effect or enforceability of the Loan Documents or any other document or instrument evidencing, securing or otherwise relating to the Obligations, (ii) from Beneficiary's impairment of any collateral, including the failure to record or perfect the Beneficiary's interest in the collateral, or (iii) by reason of any claim or defense based upon an election of remedies by Beneficiary in the event such election may, in any manner, impair, affect, reduce, release, destroy or extinguish any right of contribution or reimbursement of Guarantor, or any other rights of the Guarantor hereunder to proceed against any other guarantor, or against any other person or any collateral. (f) Guarantor hereby waives all presentments, demands for performance or payment, notices of nonperformance, protests, notices of protest, notices of dishonor, notices of default or nonpayment, notice of acceptance of this Guaranty, and notices of the existence, creation, or incurring of new or additional Obligations, and all other notices or formalities to which Guarantor may be entitled, and Guarantor hereby waives all suretyship defenses, including but not limited to all defenses set forth in the Uniform Commercial Code, as revised from time to time (the "UCC") to the full extent such a waiver is permitted thereby. (g) Guarantor hereby irrevocably waives all legal and equitable rights to recover from Borrower any sums paid by the Guarantor under the terms of this Guaranty, including without limitation all rights of subrogation and all other rights that would result in Guarantor being deemed a creditor of Borrower under the federal Bankruptcy Code or any other law, and Guarantor hereby waives any right to assert in any manner against Beneficiary any claim, defense, counterclaim and offset of any kind or nature, whether legal or equitable, that Guarantor may now or 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) hereafter have against Borrower or any comparable provisions of any similar federal or state lawother party liable to Beneficiary.

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) and performance of the indebtedness, liabilities and other obligations of the Borrower to the Guaranteed Parties under or in connection with the Credit Agreement and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all fees due under the Credit Agreement and all other amounts payable by the Borrower to the Guaranteed Parties thereunder, in connection therewith, and 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”)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 Guarantor in connection with this Guaranty (collectivelyincluding any and all amounts due under Section 16), 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 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 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, 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 arising 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 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 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 hereby absolutely Each Guarantor, 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 collection, surety, (a) the due and prompt payment by the Issuer of: (i) all present and future obligations of the Issuer under the Notes (whether issued and outstanding on the date hereof or issued after the date hereof), including, without limitation, the principal of and premium, if any, and interest at the rate specified in the 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 Extensions of Credit, 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) all times thereafter, of any and all existing other present and future indebtedness monetary obligations of the Issuer to the Holders under the Transaction Documents, when and liabilities as due, including reasonable fees, costs, expenses (including, without limitation, reasonable and documented fees and expenses of every kindcounsel incurred by the Collateral Agent or any Holder in enforcing any rights under this Agreement or any other Transaction Document), nature contract causes of action and characterindemnities, 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 (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 Issuer under or in respect of the Transaction Documents; and (c) all such obligations in subsections (a) through (b), whether now or hereafter existing, being referred to collectively as the “Obligations.” Each Guarantor further agrees that all or part of the Obligations may be increased, extended, substituted, amended, renewed or otherwise modified without notice to or consent from any such Guarantor and such actions shall not affect the liability of any 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 owed by any other Note Party to the Lender, arising out Holders or the Collateral Agent under or 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 (hereinafter, as such term is defined in but for 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 not allowable due to the existence of a bankruptcy, reorganization or disallowed claim under any similar proceeding involving such other Note Party. Anything herein 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”), 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 Transaction Document to the contrary notwithstanding, the obligations maximum liability of the each Guarantor hereunder at any time and under the other Transaction Documents shall in no event exceed the amount which can be limited to an aggregate amount equal guaranteed by such Guarantor under applicable laws relating to the largest amount that would not render its obligations hereunder subject insolvency of debtors (after giving effect to avoidance as a fraudulent transfer or conveyance under the right of contribution established in Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state law2.03).

Guaranty. The Each 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 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), and whether recovery upon such indebtedness and liabilities may be or hereafter become becomes 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 Guarantors and conclusive for the purpose of establishing the amount of the Guaranteed ObligationsObligations absent manifest error. This As to each 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 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 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 “Notes”Agent and Lenders shall be referred to herein as the "Secured 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 incur red 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 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 guarantees, as a guaranty of payment irrevocably guarantees to Lenders the full and performance and not merely as a guaranty of collection, 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 to the Lenderindebtedness, 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 liabilities and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender obligations of Company to Lenders under or in connection with the collection Convertible Loan Agreement and the Notes and any and all other documents and instruments executed or enforcement thereofdelivered in connection therewith (each a "Document" and, collectively, the "Documents"), including all unpaid principal, all interest accrued thereon, all fees due to Lenders and whether recovery upon such indebtedness and liabilities may be all other amounts payable by Company to Lenders 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 “Guaranteed Obligations”an "Insolvency Proceeding"). The Lender’s books terms "indebtedness," "liabilities" and records showing the amount "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 the Guaranteed Obligations shall be admissible in evidence by what instrument, agreement, contract or entry in any action Lender's accounts they may be evidenced, or proceedingwhether evidenced by any instrument, agreement, contract or entry in any Lender's accounts, whether voluntary or involuntary and whether due or not 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 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 all other indebtedness, liabilities and obligations to be paid or performed by Guarantor hereby irrevocably waives 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 Holdings 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 LenderSecured Parties, 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, hereunder 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 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 Holdings, the Guarantor Borrower or the Borrower other Loan 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 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 Guarantor Holdings, 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 Holdings under this Guaranty, and the Guarantor Holdings 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 (i) 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 the Borrower by the Lenders, the Guarantor hereby absolutely unconditionally guarantees for the benefit of each of the Holders of Obligations the full 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, due and payable (by required prepayment, upon acceleration, demand acceleration or otherwise) following the occurrence of a Default, 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, interest accruing following the Lender, arising out filing 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 a bankruptcy petition by or against the Guarantor Borrower, at the applicable rate specified in the Credit Agreement, whether or not such interest is allowed as a claim in bankruptcy); provided, however, that 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 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 Guarantor hereunder at any time Guaranty shall be limited to the Expenses plus an aggregate amount equal to the largest amount that would not render its obligations hereunder subject Maximum Guaranty Amount in effect at such time. (ii) After the occurrence and during the continuance of a Default, the Guarantor shall (a) pay to avoidance as a fraudulent transfer or conveyance under Section 548 the Administrative Agent, for the benefit of the Bankruptcy Code Holders of Obligations, within three (Title 113) Business Days of the occurrence of the Default and in immediately available funds, United States Codethe full amount of the Obligations (including any portion thereof which is not yet due and payable), and (b) pay to the Administrative Agent and reimburse the Administrative Agent for, on demand (but no sooner than three (3) days after the occurrence of the Default) and in immediately available funds, all reasonable and documented fees, costs and expenses (including, without limitation, all reasonable and documented court costs and attorneys’ and paralegals’ fees, costs and expenses) paid or incurred by the Administrative Agent or any comparable provisions of the Holders of Obligations in: (1) endeavoring to collect all or any similar federal part of the Obligations from, or state lawin prosecuting any action against, the Guarantor relating to this Guaranty or the transactions contemplated thereby; and (2) preserving, protecting or defending the enforceability of, or enforcing, this Guaranty or their respective rights hereunder (all such costs and expenses are hereinafter referred to as the “Expenses”); provided, however, that the liability of the Guarantor under this Guaranty shall be limited to the Expenses plus an amount equal to the Maximum Guaranty Amount in effect at such time. The Guarantor hereby agrees that this Guaranty is an absolute guaranty of payment and is not a guaranty of collection.

Guaranty. The Guarantor (a) To induce the Lenders to make the Loans to the Euro Borrowers and the Swing Loan Borrower, as the case may be, and the Issuing Banks to Issue Letters of Credit for the account of the Euro Borrowers, the U.S. Borrower hereby absolutely absolutely, unconditionally and unconditionally irrevocably guarantees, as a guaranty of payment and performance primary obligor and not merely as a guaranty of collectionsurety (in such capacity, prompt the “Guarantor”),, 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 thereafter, of otherwise in accordance herewith or 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 otherwiseother Loan Document, of the principal of and interest on the Loans made by each Lender to, and the Notes held by each Lender of, each Euro Borrower to or the Lender, arising out of those certain Senior Convertible Promissory Notes (as amended Swing Loan Borrower and all other amounts from time to timetime owing (including without limitation with respect to any Letters of Credit) to the Lenders or the Administrative Agent by any Euro Borrower or the Swing Loan Borrower under this Agreement pursuant hereto or to its Euro Borrower Designation, as applicable, and under the Notes, in each case strictly in accordance with the terms hereof or thereof (such obligations being herein collectively called, the “NotesGuarantied Obligations”) 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 whether or not from time to timetime reduced or extinguished or hereafter increased or incurred, 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 or shall be an allowed or disallowed claim under as against any proceeding or case commenced by or against the Guarantor Euro Borrower or the Borrower under the Bankruptcy Code (Title 11Swing Loan Borrower, United States Code), any successor statute now 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 (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 guaranty 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 Each Guarantor hereby absolutely hereby, jointly and severally, 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 fees, indemnities, damages, costs, expenses or otherwise, of the Borrower to the LenderLender arising under the Credit Agreement, arising out any Letter of those certain Senior Convertible Promissory Notes (as amended from time to timeCredit, the “Notes”) made by other Loan Documents and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Credit Agreement, any Letter of Credit or the other Loan Documents or of the Borrower in favor of the Lender, and sold by the Borrower or any other Guarantor to the Lender or any of its Affiliates under or in respect of any Swap Contract or Secured Cash Management Agreement entered into with the Note Purchase Agreement dated as Lender or any such Affiliate of the date hereof Lender (as amended from time to timeincluding, the “NPA”) between the Borrower and Lenderin 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 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 such 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 each 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 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. (a) 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 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 or Foreign 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 Foreign Borrowers under the Foreign Loans owing to each Foreign Lender that has executed the LenderSharing Agreement (the “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 unenforceable barred by any statute of limitations, whether or shall be an allowed not enforceable as against any Foreign Borrower, whether now or disallowed claim under hereafter existing, and PARENT GUARANTY FMC CORPORATION 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 11or any similar bankruptcy or insolvency proceeding with respect to the Foreign Borrowers, United States Codewhether 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) The Guarantor further agrees that, if any successor statute payment made by any Foreign Borrower 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 to such Foreign Borrower or such other person, its estate, trustee, receiver or any other party, including the benefit Guarantor, under any bankruptcy law, equitable cause or any other Requirement of creditorsLaw, moratoriumthen, rearrangementto the extent of such payment or repayment, receivershipthe Guarantor’s liability hereunder (and any Lien or other collateral securing such liability) shall be and remain in full force and effect, insolvencyas fully as if such payment had never been made. If, reorganization, or similar debtor relief laws 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 collateral securing the rights 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 the commencement by such Lien 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 other collateral) shall be admissible reinstated in evidence in any action or proceedingfull force and effect, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty such prior cancellation or surrender shall not be affected by the genuinenessdiminish, validityrelease, regularity discharge, impair 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 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 or state lawother collateral securing such obligation).

Guaranty. The (a) Guarantor hereby unconditionally, absolutely and unconditionally guarantees, as a guaranty of irrevocably guarantees to Beneficiary the full and prompt payment and performance and not merely as a guaranty of collection, prompt payment when due, due (whether at stated maturity, maturity by required prepayment, upon acceleration, demand acceleration or otherwise, and at all times thereafter, ) of any and all existing and future loans, advances, indebtedness and liabilities each and every other obligation or liability of Borrower owed to Beneficiary and any affiliate of Fifth Third Bancorp, however created, of every kindkind and description, nature whether now existing or hereafter arising and character, whether direct or indirect, primary or as guarantor or surety, absolute or contingent, due or to become due, liquidated or unliquidated, voluntary matured or involuntary and whether for principalunmatured, interestparticipated in whole or in part, premiumscreated by trust agreement, fees indemnitieslease, damagesoverdraft, costsagreement, expenses or otherwise, whether or not secured by additional collateral, whether originated with Beneficiary or owed to others and acquired by Beneficiary by purchase, assignment or otherwise, and including, without limitation, all loans, advances, indebtedness and each and every other obligation or liability arising under the Loan Documents, letters of credit now or hereafter issued by Beneficiary or any affiliate of Fifth Third Bancorp for the benefit of or at the request of Borrower, all obligations to perform or forbear from performing acts, and all agreements, instruments and documents evidencing, guarantying, securing or otherwise executed in connection with any of the Borrower to foregoing, together with any amendments, modifications, and restatements thereof, and all expenses and attorneys' fees incurred or other sums disbursed by Beneficiary or any affiliate of Fifth Third Bancorp under (b) This Guaranty is a continuing guaranty of payment, and not merely of collection, that shall remain in full force and effect until expressly terminated in writing by Beneficiary, notwithstanding the Lender, arising out of those certain Senior Convertible Promissory Notes (as amended fact that no Obligations may be outstanding from time to time. Such termination by Beneficiary shall be applicable only to transactions having their inception after the effective date thereof, and shall not affect the enforceability of this Guaranty with regard to any Obligations arising out of transactions having their inception prior to such effective date, even if such Obligations shall have been modified, renewed, compromised, extended, otherwise amended or performed by Beneficiary subsequent to such termination. In the absence of any termination of this Guaranty as provided above, Guarantor agrees that Guarantor's obligations hereunder shall not be deemed discharged or satisfied until the Obligations are fully paid and performed, and no such payments or performance with regard to the Obligations is subject to any right on the part of any person whomsoever, including but not limited to any trustee in bankruptcy, to recover any of such payments. If any such payments are so set aside or settled without litigation, all of which is within Beneficiary's discretion, Guarantor shall be liable for the full amount Beneficiary is required to repay, plus costs, interest, reasonable attorneys' fees and any and all expenses that Beneficiary paid or incurred in connection therewith. A successor of Borrower, including Borrower in its capacity as debtor in a bankruptcy reorganization case, shall not be considered to be a different person than Borrower; and this Guaranty shall apply to all Obligations incurred by such successor. (c) Guarantor agrees that Guarantor is directly and primarily liable to Beneficiary and that the Obligations hereunder are independent of the Obligations of Borrower, or of any other guarantor. The liability of Guarantor hereunder shall survive discharge or compromise of any Obligation of Borrower in bankruptcy or otherwise. Beneficiary shall not be required to prosecute or seek to enforce any remedies against Borrower or any other party liable to Beneficiary on account of the Obligations, or to seek to enforce or resort to any remedies with respect to any collateral granted to Beneficiary by Borrower or any other party on account of the Obligations, as a condition to payment or performance by Guarantor under this Guaranty. (d) Beneficiary may, without notice or demand and without affecting its rights hereunder, from time to time: (i) renew, extend, accelerate or otherwise change the amount of, the “Notes”) made by the Borrower in favor time for payment of, or other terms relating to, any or all of the LenderObligations, or otherwise modify, amend or change the terms of the Loan Documents or any other document or instrument evidencing, securing or otherwise relating to the Obligations,(ii) take and hold collateral for the payment of the Obligations guaranteed hereby, and sold by exchange, enforce, waive, and release any such collateral, and apply such collateral and direct the Borrower order or manner of sale thereof as Beneficiary in its discretion may determine. Accordingly, Guarantor hereby waives notice of any and all of the foregoing. (e) Guarantor hereby waives all defenses, counterclaims and off-sets of any kind or nature, whether legal or equitable, that may arise: (i) directly or indirectly from the present or future lack of validity, binding effect or enforceability of the Loan Documents or any other document or instrument evidencing, securing or otherwise relating to the Lender under Obligations, (ii) from Beneficiary's impairment of any collateral, including the Note Purchase Agreement dated failure to record or perfect the Beneficiary's interest in the collateral, or (iii) by reason of any claim or defense based upon an election of remedies by Beneficiary in the event such election may, in any manner, impair, affect, reduce, release, destroy or extinguish any right of contribution or reimbursement of Guarantor, or any other rights of the Guarantor to proceed against any other guarantor, or against any other person or any collateral. (f) Guarantor hereby waives all presentments, demands for performance or payment, notices of nonperformance, protests, notices of protest, notices of dishonor, notices of default or nonpayment, notice of acceptance of this Guaranty, and notices of the existence, creation, or incurring of new or additional Obligations, and all other notices or formalities to which Guarantor may be entitled, and Guarantor hereby waives all suretyship defenses, including but not limited to all defenses set forth in the Uniform Commercial Code as in effect 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 NotesState of Ohio, (the "Ohio Uniform Commercial ----------------------- Code") (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 full extent such a defense to the obligations of the Guarantor under this Guaranty, and the waiver is permitted thereby. ---- (g) Guarantor hereby irrevocably waives all legal and equitable rights to recover from Borrower any defenses it sums paid by the Guarantor under the terms of this Guaranty, including without limitation all rights of subrogation and all other rights that would result in Guarantor being deemed a creditor of Borrower under the federal Bankruptcy Code or any other law, and Guarantor hereby waives any right to assert in any manner against Beneficiary any claim, defense, counterclaim and off-set of any kind or nature, whether legal or equitable, that Guarantor 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) hereafter have against Borrower or any comparable provisions of any similar federal or state lawother party liable to Beneficiary.

Guaranty. The In order to induce the Lenders to make loans pursuant to the Credit Facility, and to induce the Noteholders to purchase the Notes of the Company pursuant to the Indenture, Guarantor hereby absolutely absolutely, irrevocably and unconditionally guaranteesguaranties, as a guaranty of payment and performance primary obligor and not merely as a guaranty surety to the Guarantied Party, 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. Section 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 Company in respect of notes, advances, borrowings, loans, debts, interest, fees, costs, expenses (including, without limitation, legal fees and future indebtedness expenses of counsel and allocated costs of internal counsel), indemnities and liabilities of every kindwhatsoever nature now or hereafter made, nature and characterincurred or created, direct or indirect, 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 Indenture, the Credit Facility, the Security Trust Agreement, the Notes or enforcement thereofthis Guaranty (collectively, the "COMPANY OBLIGATIONS"), . Guarantor acknowledges that the Guarantied Obligations are being incurred for 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 will inure to the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws Guarantor. 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 by or against the Borrower of any proceeding under proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of Company (or, if interest on any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The Lender’s books and records showing the amount portion of the Guaranteed 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 admissible included in evidence in any action or proceeding, and shall be binding upon the Guarantied Obligations because it is the intention of Guarantor and conclusive for Guarantied Party that the purpose Guarantied Obligations should be determined without regard to any rule of establishing law or order that may relieve Company of any portion of such Guarantied Obligations. In the amount event that all or any portion of the Guaranteed Obligations. This Guaranty shall not be affected Guarantied Obligations 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 notwithstandingCompany, the obligations of the 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 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 otherwise, and any such payments that are so rescinded or recovered shall constitute Guarantied Obligations. Subject to the other provisions of this Section 2, upon the failure of Company to pay any of the Guarantied Obligations when and as the same shall become due, Guarantor will pay without presentment or demand, or cause to be limited paid, in cash, to Guarantied Party for the ratable benefit of Beneficiaries, 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 aggregate of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state lawunpaid Guarantied Obligations.

Guaranty. The (a) To induce the Lender to make the Loan, 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 collectionsurety, prompt the full and punctual payment when due, whether at stated maturity, maturity or earlier by required prepayment, upon reason of acceleration, demand mandatory prepayment or otherwise, and at all times thereafterotherwise in accordance with any 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, of the Borrower to the LenderLoan Document 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 or shall be an allowed or disallowed claim under any proceeding or case commenced by or as against the Guarantor Borrower, now 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 (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 constitutes a guaranty of payment and not of collection. (b) The Guarantor further agrees that, if any payment made by Borrower or any other person and applied to the Loan Document 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, or the proceeds of Collateral are required to be returned by the Lender to the Borrower, its estate, trustee, receiver or any other party, including 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 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 the 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 be affected by the genuinenessdiminish, validityrelease, regularity discharge, impair 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 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 or state lawother Collateral securing such obligation).

Guaranty. The Guarantor If and when applicable, each of the Principals hereby absolutely agrees to jointly, severally, and 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 Restaurants (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 to the Lender, arising out of those certain Senior Convertible Promissory Notes Developer's creditors generally (as amended from time to time, the “Notes”) made by the Borrower in favor all of the Lender, and sold foregoing being referred to collectively as the "Obligations"). This guaranty by the Borrower to the Lender under the Note Purchase Agreement dated as each of the date hereof (as amended from time to time, Principals shall continue in full force and effect until the “NPA”) between Developer has fully paid and performed all of 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: The Guaranties shall not be impaired by any modification, supplement, extension or amendment of the BKC Agreements or any of the Obligations, nor by an! 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; The liability of each of the Principals is primary, direct and whether recovery upon such indebtedness unconditional 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 enforced without requiring BKC first to resort to any other liquidationright, conservatorshipremedy or security; No Principal shall have any right of subrogation, bankruptcyreimbursement or indemnity whatsoever, unless and until the Obligations are paid or performed in full; If any Principal should at any time die, become incapacitated, become insolvent or make a composition, trust mortgage or 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 (collectivelyshall be filed or commenced by, “Debtor Relief Laws”against or in respect of any Principal, any and all obligations of that Principal shall, at BKC's option, immediately become due and payable without notice; If any payment or transfer to BKC which has been credited against any Obligation, is voided or rescinded or required to be returned by BKC, whether or not il connection with any event or proceeding described in Section 25.2(d), and including interest that accrues after the commencement by Guaranties shall continue in effect or against the Borrower of any proceeding under any Debtor Relief Laws (collectivelybe reinstated as though such payment, the “Guaranteed Obligations”). The Lender’s books and records showing the amount transfer or recovery had not been made; Except as otherwise provided in this Agreement, each of the Guaranteed Obligations Guaranties shall be admissible in evidence in any action or proceedingconstrued as an absolute, unconditional, continuing and shall be binding upon unlimited obligation of each Principal without regard to the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected by the genuinenessregularity, validity, regularity validity or enforceability of any of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, and without regard to whether an, Obligation is limited, modified, voided, released or by discharged in any proceeding uncle any law affecting the existence, validity, enforceability, perfection, non-perfection rights of creditors generally; Any termination of the Guaranties shall be applicable only to Obligations accruing prior to termination or extent having their inception after the effective date of such termination and shall not affect Obligations having their inception prior to such date; The death or incapacity of any collateral therefor, or by any fact or circumstance relating to Principal hereunder shall not result in the Guaranteed Obligations which might otherwise constitute a defense to termination of the Guaranties; Any and all present and future debts and obligations of the Guarantor under this GuarantyDeveloper to any Principal hereunder are hereby waived and postponed in favor of and subordinated to the full payment and performance of the Obligations; and Each of the Principals waives to the greatest extent permitted by law: notice of acceptance hereof; presentment and protest of any instrument, and the Guarantor hereby irrevocably waives notice thereof; notice of default; notice of foreclosure; notice of any defenses it may now have modification, release or hereafter acquire in other alteration of 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 Obligations or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state lawsecurity therefor and all other notices to which any Principal might otherwise be entitled.

Guaranty. (a) The Lessee Guarantor does hereby absolutely acknowledge that it is fully aware of the terms and conditions of the Lease and the transactions and the other documents contemplated thereby, and does hereby irrevocably and fully and unconditionally guaranteesguarantee, as primary obligor and not as surety merely, to the Lessor, the payment by the Lessee of all payment obligations when due under the Lease (including, without limitation, Basic Rent and Supplemental Rent) (such obligations of the Lessee guaranteed hereby being hereafter referred to, individually, as a guaranty “Financial Obligation” and, collectively, as the “Financial Obligations”) in accordance with the terms 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 otherwisethe Lease, and at the timely performance of 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, other obligations of the Borrower to the LenderLessee thereunder (individually, arising out of those certain Senior Convertible Promissory Notes (as amended from time to timea “Nonfinancial Obligation” and, collectively, the “Notes”) made by Nonfinancial Obligations” or, collectively with 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 timeFinancial Obligations, the “NPAObligations”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined ). The Lessee Guarantor does hereby agree that in the Notes) event that the Lessee fails to pay any Financial Obligation when due for any reason (including all renewalsincluding, extensionswithout limitation, 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, conservatorshipdissolution, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, moratoriumreorganization, rearrangementarrangement, composition or readjustment of, or other similar proceedings affecting the status, existence, assets or obligations of, the Lessee, or the disaffirmance with respect to the Lessee of the Lease in any such proceeding), the Lessee Guarantor shall pay or cause to be paid immediately, upon the receipt of notice from the Lessor (such notice to be sent to the Lessee (to the extent the Lessor is not stayed or prevented from doing so by operation of law) and the Lessee Guarantor) stating that such Financial Obligation was not paid when due, the amount of such Financial Obligation. The Lessee Guarantor hereby agrees that in the event the Lessee fails to perform any Nonfinancial Obligation for any reason (including, without limitation, the liquidation, dissolution, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar debtor relief proceedings affecting the status, existence, assets or obligations of, the Lessee, or the disaffirmance with respect to the Lessee of the Lease in any such proceeding) on the date on which such Nonfinancial Obligation is required to be performed, the Lessee Guarantor shall cause such Nonfinancial Obligation to be performed immediately following the receipt of notice from the Lessor (such notice to be sent to the Lessee (to the extent the Lessor is not stayed or prevented from doing so by operation of law) and the Lessee Guarantor) stating that such Nonfinancial Obligation was not performed when so required. (b) The obligations of the Lessee Guarantor hereunder shall not be, to the fullest extent permitted by law, affected by, and the liability of the Lessee Guarantor shall be absolute, unconditional and irrevocable irrespective of: (i) the genuineness, validity, legality, regularity or enforceability (or lack thereof) of any of the Lessee’s obligations under the Lease, (ii) any amendment, recission, waiver or other modification of, or any consent to departure from, the Lease (except that any such amendment, other modification or consent shall be given effect in determining the obligations of the Lessee Guarantor hereunder), (iii) any substitution, release, surrender, nonperfection or exchange of any collateral for, or any amendment to or waiver or release or addition of, or consent to departure from, any other guaranty of any of the Obligations (except to the extent that such substitution, release, surrender, nonperfection or exchange or amendment, waiver, release or consent is undertaken in accordance with the terms of the Lease) without the consent of the Lessee Guarantor, (iv) any priority or preference to which any other obligations of the Lessee may be entitled over the Lessee’s obligations under the Lease, (v) the failure of the Lessor to assert any claim or demand or to enforce any right or remedy against the Lessee or any other Person (including any other guarantor) under the provisions of the Lease, or to exercise any right or remedy against any other guarantor of, or collateral securing any of the Obligations, (vi) any change in the time, manner or place of payment, or in any other term of, all or any of the Obligations, or any other extension, compromise or renewal of any Obligation, (vii) any reduction, limitation, impairment or termination of any Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and Lessee Guarantor’s obligations hereunder shall not be subject to (and the Lessee Guarantor hereby waives any right to or claim of) any defense or set off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations, or (viii) any other circumstance that might otherwise constitute a legal or equitable defense to or discharge of the obligations of a surety or Lessee Guarantor including, without limitation, any defense arising out of any 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 America or any instrument State thereof which would excuse, discharge, exempt, modify or agreement evidencing any Guaranteed Obligations, delay the due or by the existence, validity, enforceability, perfection, non-perfection or extent punctual payment and performance 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 Lessee Guarantor under this Guaranty, and hereunder. Without limiting 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 , it is agreed that the occurrence of any one or more of the following shall not, to the contrary notwithstandingfullest extent permitted by law, affect the liability of the Lessee Guarantor hereunder: (i) the extension of the time for or waiver of, at any time or from time to time, without notice to the Lessee Guarantor, the Lessee’s performance of or compliance with any of its obligations under the Lease (except that such extension or waiver shall be given effect in determining the obligations of the Lessee G▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇), (▇▇) any assignment, transfer, sublease or other arrangement by which the Lessee transfers possession or loses control of the use of the Engine, (iii) any defect in the title, condition, design, operation or fitness for use of, or damage to or loss or destruction of, the Engine, whether or not due to the fault of the Lessee, (iv) any merger or consolidation of the Lessee or the Lessee Guarantor hereunder into or with any other Person, or any sale, transfer, lease or disposal of any of its assets or (v) any change in the ownership of any shares of capital stock of the Lessee. (c) This Guaranty is an absolute, present and continuing guaranty of payment and performance and not of collectability and is in no way conditional or contingent upon any attempt to collect from the Lessee any unpaid amounts due or otherwise to enforce performance by the Lessee. The Lessee Guarantor specifically agrees, to the fullest extent permitted by law, that it shall not be necessary or required, and that the Lessee Guarantor shall not be entitled to require, that the Lessor (i) file suit or proceed to obtain or assert a claim for personal judgment against the Lessee for the Obligations, or (ii) make any effort at collection of the Obligations from the Lessee, or (iii) foreclose against or seek to realize upon any security now or hereafter existing for the Obligations, or (iv) file suit or proceed to obtain or assert a claim for personal judgment against any other Person liable for the Obligations, or make any effort at collection of the Obligations from any such other Person, or exercise or assert any other right or remedy to which the Lessor is or may be entitled in connection with the Obligations or any security or other guaranty therefor, or (v) assert or file any claim against the assets of the Lessee or any other Lessee Guarantor or other Person liable for the Obligations, or any part thereof, before or as a condition of enforcing the liability of the Lessee Guarantor under this Guaranty or requiring payment of said Obligations by the Lessee Guarantor hereunder, or at any time thereafter. (d) The Lessee Guarantor agrees, to the fullest extent permitted by law, that, without limiting the generality of this Guaranty, if an Event of Default shall have occurred and be continuing and the Lessor (or any assignee thereof) shall be limited prevented by applicable law from exercising its remedies (or any of them) under Section 15 of the Lease, the Lessor (or any assignee thereof) shall be, nevertheless, entitled to an aggregate amount equal receive hereunder from the Lessee Guarantor, upon demand therefor the sums that would otherwise have been due from the Lessee under the Lease had such remedies been able to be exercised. The Lessee Guarantor hereby unconditionally waives, to the largest amount that would not render its obligations hereunder subject to avoidance fullest extent permitted by law, any requirement that, as a fraudulent transfer or conveyance under Section 548 condition precedent to the enforcement of the Bankruptcy Code (Title 11obligations of the Lessee Guarantor hereunder, United States Code) the Lessee or all or any comparable provisions one or more of any similar federal or state lawother guarantors of any of the Obligations be joined as parties to any proceedings for the enforcement of any provision of this Guaranty.

Guaranty. The Guarantor hereby absolutely guarantees to the Banks the due and unconditionally guarantees, as a guaranty of punctual payment and performance and not merely as a guaranty of collection, prompt payment to the Banks when due, whether at stated maturity, by required prepayment, upon acceleration, demand acceleration or otherwise, and at of all times thereafteramounts, including, without limitation, principal, interest (including interest accruing on or after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding by Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such a proceeding), and all existing other liabilities and future indebtedness and liabilities of every kind, nature and characterobligations, direct or indirect, absolute or contingent, liquidated due or unliquidatedto become due, voluntary now existing or involuntary hereafter incurred, which may arise under, out of, or in connection with: (a) the Credit Agreement; (b) all other Indebtedness (as defined in the Credit Agreement) of the Borrower under or in connection with the Loan Documents, whether such Indebtedness is now existing or hereafter arising; and (c) all extensions, renewals and amendments of or to the Credit Agreement or such other Indebtedness, or any replacements or substitutions therefor; whether for on account of principal, interest, premiumsreimbursement obligations, fees fees, indemnities, damagesand reasonable costs and expenses (including without limitation, costs, expenses all reasonable fees and disbursements of counsel to the Agent or any Bank) or otherwise, and hereby agrees that if the Borrower shall fail to pay any of such amounts when and as the same shall be due and payable, or shall fail to perform and discharge any covenant, representation or warranty in accordance with the terms of the Credit Agreement or any of the other Loan Documents (subject, in each case, to any applicable periods of grace or cure), it will forthwith pay to the Agent, on behalf of the Banks, an amount equal to any such amount and will pay any and all damages that may be incurred or suffered in consequence thereof by Agent or any of the Banks and all reasonable expenses, including reasonable attorneys’ fees, that may be incurred by Agent in enforcing such covenant, representation or warranty of the Borrower to and in enforcing the Lender, arising out covenants and agreements 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 (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 (a) Each Guarantor, jointly and severally, hereby absolutely unconditionally and unconditionally guaranteesirrevocably guarantees the punctual payment of, as a guaranty of payment and performance and not merely as a guaranty of collectionpromises to pay, prompt payment when due, whether at stated maturity, by required mandatory prepayment, upon acceleration, demand by acceleration or otherwise, all obligations, indebtedness and at liabilities, and all times thereafterrearrangements, renewals and extensions of all or any part thereof, of Company or any other Obligor now or hereafter arising from, by virtue of or pursuant to the Credit Agreement, the Notes, any other Loan Paper, and any and all existing renewals and extensions thereof, or any part thereof, or future indebtedness and liabilities of every kindamendments thereto, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest (including, without limitation, interest, premiumsfees and other charges that would accrue or become owing both prior to and subsequent to and but for the commencement of any proceeding against or with respect to Company or any other Obligor under any chapter of the Bankruptcy Code of 1978, fees indemnities11 U.S.C. Section 101 ET SEQ. whether or not a claim is allowed for the same in any such proceeding), damagespremium, costsfees, commissions, expenses or otherwise, of otherwise (such obligations being 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"OBLIGATION"), and agrees to pay any and all reasonable expenses (including reasonable counsel fees and expenses) incurred in enforcement or collection of all or any part thereof, whether recovery upon such obligations, indebtedness and liabilities may be are direct, indirect, fixed, contingent, joint, several 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 joint and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”)several, 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 rights 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. . (b) Anything contained herein in this Guaranty to the contrary notwithstanding, the obligations of the each Guarantor hereunder at any time shall be limited to an a maximum 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 Title 11 of the Bankruptcy Code (Title 11, United States Code) Code or any comparable applicable provisions of comparable state law (collectively, the "FRAUDULENT TRANSFER LAWS"), in each case after giving effect to all other liabilities of Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any similar federal liabilities of such Guarantor in respect of intercompany indebtedness to Company, other Affiliates of Company or state lawother Obligors to the extent that such indebtedness would be discharged in an amount equal to the amount paid by such Guarantor hereunder) and after giving effect as assets, subject to PARAGRAPH 4(A) hereof, to the value (as determined under the applicable provisions of Fraudulent Transfer Laws) of any rights to subrogation or contribution of such Guarantor pursuant to (i) Applicable Law or (ii) any agreement providing for an equitable allocation among such Guarantor and other Obligors of obligations arising under guaranties by such parties.

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, due (whether at stated maturity, by required prepaymentdeclaration, upon acceleration, demand or otherwise) and performance of all indebtedness, liabilities and at other obligations of Company to Lender, whether created under, arising out of or in connection with Agreement or any other document or instrument executed or delivered in connection therewith (each a "Document" and, collectively, the "Documents") or otherwise, including all times thereafterunpaid principal, of all interest accrued thereon, all fees due to Lender and all other amounts payable by Company to 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, regardless of by what instrument, agreement, contract or entry in Lender's accounts they may be evidenced, or whether evidenced by any instrument, agreement, contract or entry in Lender's accounts, 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 Reform Act of 1978 (Title 11, United States the "Bankruptcy 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 law. The foregoing indebtedness, liabilities and other obligations of Company, and all other indebtedness, liabilities and obligations to time be paid or performed by Guarantor in effect connection with this Guaranty (including any and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”all amounts due under Section 11 hereof), and including interest that accrues after shall hereinafter be collectively referred to as 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 Company shall cause each Restricted Subsidiary that is formed or acquired after the date hereof, in each case concurrently therewith, subject to Section 10.8 hereof, to, jointly and severally, unconditionally guaranteesguarantee (such guarantee, as together with further guarantees granted from time to time pursuant to this Section 10.7, being the "GUARANTY") to each Holder and the Trustee, irrespective of the validity or enforceability of this Indenture, the Notes, the Security Documents or the Obligations hereunder or thereunder: (i) the due and punctual payment of the principal and premium, if any, of, and interest on, the Notes (including, without limitation, interest after the filing of a guaranty petition initiating any proceedings referred to in clause (9) or (10) of Section 6.1 hereof), whether at maturity or on an interest payment date, by acceleration, call for redemption or otherwise; (ii) the due and punctual payment of interest on the overdue principal and premium, if any, of, and interest on, the Notes, if lawful; (iii) the due and punctual payment and performance of all other Obliga- tions, all in accordance with the terms set forth herein and not merely as a guaranty in the Notes and the Security Documents; and (iv) in case of collectionany extension of time of payment or renewal of any Notes or any of such other Obligations, prompt the due and punctual payment when dueor performance thereof in accordance with the terms of the extension or renewal, whether at stated maturity, by required prepayment, upon acceleration, demand acceleration or otherwise, and at all times thereafter, . Failing payment when due by the Company 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 amount so guaranteed 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 timewhatever reason, the “Notes”) made by Guarantors shall be jointly and severally 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 same immediately. The Company shall cause each Restricted Subsidiary that is formed or acquired after the date hereof or that otherwise becomes a Restricted Subsidiary after the date hereof, in each case concurrently therewith, to (i) execute and deliver to the Trustee a Guaranty in the form of Exhibit C attached hereto and a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Company's Obligations as amended from time set forth in this Section 10.7 of this Indenture; and (ii) execute a Security Agreement (substantially in the form of the Security Agreement entered into on the Closing Date) and other Security Documents necessary or reasonably requested by the Trustee to timegrant the Trustee a valid, enforceable, perfected Lien on the Collateral described therein, subject only to Liens permitted under Section 4.12; and (iii) cause such Restricted Subsidiary to deliver to the Trustee an Opinion of Counsel, in form reasonably satisfactory to the Trustee, that (A) such Security Agreement, supplemental indenture and Guaranty have been duly authorized, executed and delivered by such Restricted Subsidiary and (B) such Security Agreement, this Indenture and such Guaranty constitute a legal, valid, binding and enforceable obligation of such Restricted Subsidiary, subject to customary exceptions for bankruptcy, fraudulent transfer and equitable principles. Each Note issued after the date of execution by any Guarantor of a Guaranty shall be endorsed with a form of Guaranty that has been executed by such Guarantor. However, the “NPA”failure of any Note to have endorsed thereon a Guaranty executed by such Guarantor shall not affect the validity or enforce- ability of such Guaranty against such Guarantor. Pursuant to the supplemental indenture, each Guarantor shall agree that (i) 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 its obligations hereunder 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 11unconditional, 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 irrespective 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 Notes, this Indenture, the Security Documents or the Obligations hereunder or thereunder, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any releases of Collateral, any amendment of the Indenture, the Notes or Security Documents, any delays in obtaining or realizing upon or failures to obtain or realize upon Collateral, the recovery of any judgment against the Company or any instrument or agreement evidencing of its Subsidiaries, any Guaranteed Obligationsaction to enforce the same, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or other circumstance relating to the Guaranteed Obligations which that might otherwise constitute a legal or equitable discharge or defense of a guarantor and (ii) 77 the Guaranty will not be discharged except by complete performance of the Obligations. Pursuant to the obligations supplemental indenture, each Guarantor shall agree that it shall not be entitled to and irrevocably waives (i) diligence, present- ment, demand of payment, filing of claim with a court in the event of insolvency or bankruptcy of the Guarantor Company, any Guarantor, any other Subsidiary of the Company or any other obligor under the Notes, any right to require a proceeding first against the Company, any Guarantor, any other Subsidiary of the Company or any other obligor under this Indenture, the Notes or the Security Documents, protest, notice and all demands whatsoever, (ii) any right of subrogation, ▇▇▇▇- bursement, exoneration, contribution or indemnification in respect of any Obligations guaranteed hereby and (iii) any claim or other rights that it may now or hereafter acquire against the Company or any of its Subsidiaries that arise from the existence or performance of its Obligations under the Guaranty, including, without limitation, any right to participate in any claim or remedy of a Holder against the Company or any of its Subsidiaries or any Collateral that a Holder now has or hereafter acquires, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, by any payment made hereunder or otherwise, and including, without limitation, the right to take or receive from the Company or any of its Subsidiaries, directly or indirectly, in cash or other property, by setoff or in any other manner, payment or security on account of such claim or other rights. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor, any other Subsidiary of the Company or any other obligor under this Indenture, the Notes or the Security Documents, trustee, liquidator, or other similar official, any amount paid by the Company, any Guarantor, any other Subsidiary of the Company or any other obligor under this Indenture, the Notes or the Security Documents to the Trustee or such Holder, the Guaranty, to the extent theretofore discharged, shall be reinstated in full force and effect. Pursuant to the supplemental indenture, each Guarantor shall agree that, as between the Guarantors, on the one hand, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all Holders and the Trustee, on the other hand, (i) the maturity of the foregoing. Anything contained herein Obligations guaranteed hereby may be accelerated as provided in Section 6.2 for the purposes of the Guaranty, notwithstanding any stay, injunction or other prohibition preventing such acceleration as to the contrary notwithstanding, the obligations Company of the Guarantor hereunder at Obligations guaranteed hereby and (ii) in the event of any time shall be limited to an aggregate amount equal to the largest amount that would declaration of acceleration of those Obligations as provided in Section 6.2, those Obligations (whether or not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 due and payable) will forthwith become due and payable by each of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions Guarantors for the purpose of any similar federal or state lawthe Guaranty.