Common use of Guaranty Clause in Contracts

Guaranty. The Guarantor hereby absolutely and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all existing and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender, arising out of those certain Senior Convertible Promissory Notes (as amended from time to time, the “Notes”) made by the Borrower in favor of the Lender, and sold by the Borrower to the Lender under the Note Purchase Agreement dated as of the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness and liabilities may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The Lender’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state law.

Guaranty. The Guarantor hereby absolutely For value received and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, in consideration of any and all existing and future indebtedness and liabilities loan, advance or financial accommodation of every kindany kind whatsoever heretofore, nature and characternow or hereafter made, direct given or indirectgranted to DESTRON FEARING CORPORATION, absolute or contingenta Delaware corporation (“Borrower”) by Lender (collectively, liquidated or unliquidatedthe “Loans”), voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower including without limitation pursuant to the Lender, arising out Credit and Security Agreement of those certain Senior Convertible Promissory Notes even date herewith (as amended the same may be amended, restated, supplemented or otherwise modified from time to time, the “NotesCredit Agreement”) made by and between Borrower and Lender or otherwise, Guarantor hereby absolutely and unconditionally guarantees to Lender: (a) the Borrower in favor full and prompt payment when due of the Lenderprincipal of, and sold by the Borrower to the Lender under the Note Purchase Agreement dated as of the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lenderall interest on, and all fees in respect of, all of the Loans, and (b) the full and prompt payment and performance of any and all other Transaction Documents Indebtedness (hereinafter, as such term is defined in the Notes) (including Credit Agreement), whether all renewals, extensions, amendments, refinancings or any portion of such Loans and other modifications thereof and all costsIndebtedness are now or hereafter existing, reasonable attorneys’ fees and expenses incurred by direct or indirect, related or unrelated, joint or several, or absolute or contingent, whether or not for the Lender in connection with the collection or enforcement thereof)payment of money, and whether recovery upon such indebtedness and liabilities may be arising by reason of an extension of credit, opening of a letter of credit, loan or hereafter become unenforceable guarantee or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or in any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws manner (all of the United States or other applicable jurisdictions indebtedness, liabilities and obligations described in the foregoing clauses (a) and (b) of this Section 1.1 which are outstanding from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws (collectively, being hereinafter collectively referred to as the “Guaranteed Obligations”). The Lender’s books Guarantor hereby absolutely and records showing unconditionally guarantees to Lender the amount full and prompt payment and performance of the Guaranteed Obligations shall be admissible when the Guaranteed Obligations are due under the terms of the Credit Agreement or the other Loan Documents (as defined in evidence the Credit Agreement)], including, without limitation, on the occurrence of an Event of Default (as defined in the Credit Agreement), by reason of the maturity or acceleration of any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected by , on the genuineness, validity, regularity or enforceability occurrence and continuance of a default under the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent terms of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, or otherwise, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the Guarantor hereunder at any time shall be limited to an aggregate amount equal to times after the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state lawdate when due.

Guaranty. The Guarantor hereby absolutely and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all existing and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender, arising out of those certain Senior Convertible Promissory Notes Agent and/or Lenders (as amended from time to timecollectively, the Agent and Lenders shall be referred to herein as the “NotesSecured Parties”) made by the Borrower in favor of the Lender, and sold by the Borrower to the Lender arising under the Note Purchase Agreement dated as of the date hereof (as amended from time to timeCredit Agreement, the “NPA”) between Loan Documents, Sections 2, 10 and 17 of this Guaranty, any other instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) Credit Agreement (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender Agent in connection with the collection or enforcement thereof), ) and whether recovery upon such indebtedness and liabilities may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The LenderAgent’s and/or Lenders’ books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and absent manifest error shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoingforegoing except the defense of payment. Anything contained herein to the contrary notwithstanding, the obligations of the Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state law.

Guaranty. The Each Guarantor hereby hereby, jointly and severally, absolutely and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, the prompt payment in full in Dollars when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all existing and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower any Loan Party arising under (i) any Loan Document or otherwise with respect to the Lenderany Loan or Letter of Credit, arising out of those certain Senior Convertible Promissory Notes (as amended from time to time, the “Notes”ii) made by the Borrower in favor of the Lenderany Secured Hedge Agreement, and sold by the Borrower to the Lender under the Note Purchase Agreement dated as of the date hereof (as amended from time to timeiii) any Secured Cash Management Agreement, the “NPA”) between the Borrower and Lender(in each case, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender any Guaranteed Party in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness and liabilities may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or such Guarantor, the Borrower or any other Loan Party under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the Borrower or any other Loan Party of any proceeding under any Debtor Relief Laws whether or not the claim for such interest is allowed in such proceeding (collectively, the “Guaranteed Obligations”). The Lender’s books and records of the Guaranteed Parties showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor Guarantors and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the any Guarantor under this Guaranty, and the each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. [Anything contained herein to the contrary notwithstanding, to the extent that the obligations of the any Non-Parent Guarantor hereunder at any time shall would be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state law.Law, the obligations of such Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to such avoidance provisions. As used herein, a “Non-Parent Guarantor” shall mean a Guarantor that does not directly or indirectly own Equity Interests in the Borrower.]1

Guaranty. The Guarantor hereby absolutely unconditionally and unconditionally guarantees, as a guaranty of payment irrevocably guarantees to Lender the full and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of the Guaranteed Obligations (as hereafter defined) and the punctual performance of all of the terms contained in the documents executed by the Borrower in favor of Lender in connection with the Guaranteed Obligations. This Guaranty is a guaranty of payment and performance and is not merely a guaranty of collection. As used herein, the term “Guaranteed Obligations” means any and all existing and future indebtedness indebtedness, obligations, and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender, Lender arising out of those certain Senior Convertible Promissory Notes (as amended from time to time, the “Notes”) made by the Borrower in favor of the Lender, and sold by the Borrower to the Lender under the Note Purchase Agreement dated as and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the date hereof (as amended from time Agreement with respect to time, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof). Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any such indebtedness, obligations, and whether recovery upon such indebtedness liabilities of the Borrower to the Lender arising under the Agreement and liabilities any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof) which may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including shall include interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The Lender’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoingLaws. Anything contained herein to the contrary notwithstanding, the obligations of the Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state law.

Guaranty. The (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 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 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 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 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 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 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 Guarantor hereby absolutely unconditionally and unconditionally guaranteesirrevocably guarantees to the Lender, as a guaranty of payment and performance its successors, endorsees, transferees and not merely as a guaranty of collectionassigns, the full and prompt payment when due, due (whether at stated maturity, by required prepayment, upon declaration, acceleration, demand or otherwise) and performance of the indebtedness, liabilities and at other obligations of the Obligor to the Lender, whether created under, arising out of or in connection with the Facilities Agreements or otherwise, including all times thereafterunpaid principal under the Facilities Agreements, of all interest accrued thereon, all fees due under the Facilities Agreements and all other amounts payable by the Obligor to the Lender thereunder or in connection therewith. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include any and all advances, debts, obligations and liabilities, now existing or hereafter arising, whether voluntary or involuntary and future indebtedness and liabilities of every kind, nature and character, direct whether due or indirectnot due, absolute or contingent, liquidated or unliquidated, voluntary determined or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender, arising out of those certain Senior Convertible Promissory Notes (as amended from time to time, the “Notes”) made by the Borrower in favor of the Lender, and sold by the Borrower to the Lender under the Note Purchase Agreement dated as of the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof)undetermined, and whether recovery upon such indebtedness indebtedness, liabilities and liabilities obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under in any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”)Insolvency Proceeding, and including interest that accrues after the commencement by or against the Borrower any Credit Party of any proceeding Insolvency Proceeding naming such Person as the debtor in such Insolvency Proceeding. The foregoing indebtedness, liabilities and other obligations of the Obligor, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantor in connection with this Guaranty (including any and all amounts due under any Debtor Relief Laws (collectivelySection 14), shall hereinafter be collectively referred to as the “Guaranteed Obligations.”). The Lender’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state law.

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

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

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

Guaranty. The Guarantor Parent hereby absolutely unconditionally guarantees to the Administrative Agent, the Issuing Banks and unconditionally guaranteesthe Lenders and their respective permitted successors and assigns and the subsequent holders of the Obligations (including, as without limitation, any interest on the Loans accruing after the filing of any insolvency, receivership, bankruptcy, dissolution, liquidation, or reorganization proceeding, or in any other proceeding, whether voluntary or involuntary, by or against the Parent, any Borrower or any of the Borrowers' Subsidiaries, under any bankruptcy or insolvency law or laws, federal or state relating to the relief of debtors of any jurisdiction, whether now or hereafter in effect, and in any out-of-court composition, assignment for the benefit of creditors, readjustment of Indebtedness, reorganization, extension or other debt arrangement of any kind (collectively, an "Insolvency Proceeding")), whether or not such interest accrues or is recoverable against the Borrowers after the filing of such petition for purposes of the Bankruptcy Code or is an allowed claim in such proceeding), irrespective of the validity and enforceability of this Agreement, the Notes or the other Loan Documents or the Obligations of the Borrowers or any of the other Guarantors hereunder or thereunder, the value or sufficiency of any Collateral or any other circumstance that might otherwise affect the liability of a guaranty guarantor, that: (i) the principal of payment and performance interest on the Loans, the Notes and not merely as a guaranty all other Obligations of collectionthe Borrowers and the other Guarantors to the Administrative Agent, prompt payment the Issuing Banks and the Lenders under this Agreement, the Notes and the other Loan Documents shall be promptly paid in full when due, whether at stated maturity, by required prepayment, upon acceleration, demand acceleration or otherwise, in accordance with the terms hereof and at all times thereafter, thereof; and (ii) in case of any and all existing and future indebtedness and liabilities extension of every kindtime of payment or renewal of any Notes or any of such other Obligations, nature and characterthe same shall be promptly paid in full when due in accordance with the terms of the extension or renewal, direct or indirectwhether at stated maturity, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses by acceleration or otherwise, . The foregoing guaranty is a guaranty of the Borrower to the Lender, arising out payment and not of those certain Senior Convertible Promissory Notes (as amended from time to timecollection. Failing payment when due of any amount so Guaranteed for whatever reason, the “Notes”) made by Parent will be obligated to pay the Borrower in favor of the Lender, and sold by the Borrower to the Lender under the Note Purchase Agreement dated as of the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness and liabilities may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The Lender’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state lawsame immediately.

Guaranty. The 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 (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 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 LenderAgent’s and/or Lenders’ books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and absent manifest error shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection non‑perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoingforegoing except the defense of payment. Anything contained herein to the contrary notwithstanding, the obligations of the Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state law.

Guaranty. The Guarantor hereby hereby, absolutely and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, the prompt payment in full in Dollars when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all existing and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of each Borrower and of each other Loan Party arising under (i) the Borrower to the Lender, arising out of those certain Senior Convertible Promissory Notes (as amended from time to time, the “Notes”) made by the Borrower in favor of the LenderCredit Agreement or any other Loan Document, and sold by the Borrower to the (ii) any Lender under the Note Purchase Agreement dated as of the date hereof Swap Contract (as amended from time to timein each case, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender any Guaranteed Party in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness and liabilities may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor Guarantor, any Borrower or the Borrower any other Loan Party under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the any Borrower or any other Loan Party of any proceeding under any Debtor Relief Laws whether or not the claim for such interest is allowed in such proceeding (collectively, the “Guaranteed Obligations”). The Lender’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything Notwithstanding anything contained herein to the contrary notwithstandingcontrary, the obligations of the Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or applicable state law.

Guaranty. The Guarantor hereby absolutely and unconditionally guarantees, 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 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 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 Guarantors hereby absolutely jointly and severally unconditionally guarantees, as a guaranty of payment and performance irrevocably guarantee the full and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand acceleration or otherwise, of, and at all times thereafterthe performance of, of any and all (a) the Obligations, whether now or hereafter existing and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costsfees, expenses or otherwise, (b) all Obligations in respect of Swap Contracts owed to any Lender or any Affiliate of a Lender (provided at the time of execution of the Swap Contract related to such Swap Obligations such Lender is a party to the Credit Agreement, herein called a “Guarantied Swap Contract”), (c) all obligations and liabilities of the Form of Guaranty Borrower or any other Loan Party owed to any Lender arising under or in connection with the Cash Management Obligations, (d) any and all out-of-pocket expenses (including, without limitation, expenses and counsel fees and expenses of the Administrative Agent and the Lenders) incurred by any of the Guarantied Parties in enforcing any rights under this Guaranty and (e) all present and future amounts that would become due but for the operation of any provision of Debtor Relief Laws, and all present and future accrued and unpaid interest, including, without limitation, all post-petition interest if the Borrower or any Guarantor voluntarily or involuntarily becomes subject to any Debtor Relief Laws (the items set forth in clauses (a), (b), (c), and (e) immediately above being herein referred to as the “Guarantied Obligations”). Upon failure of the Borrower to pay any of the LenderGuarantied Obligations when due after the giving by the Administrative Agent and/or the Lenders of any notice and the expiration of any applicable cure period in each case provided for in the Credit Agreement, arising out of those certain Senior Convertible Promissory Notes other Loan Documents and Guarantied Swap Contracts (as amended from time to timewhether at stated maturity, by acceleration or otherwise), the “Notes”) made Guarantors hereby further jointly and severally agree to promptly pay the same after the Guarantors’ receipt of notice from the Administrative Agent of the Borrower’s failure to pay the same, without any other demand or notice whatsoever, including without limitation, any notice having been given to any Guarantor of either the acceptance by the Borrower in favor Guarantied Parties of this Guaranty or the creation or incurrence of any of the LenderGuarantied Obligations. This Guaranty is an absolute guaranty of payment and performance of the Guarantied Obligations and not a guaranty of collection, and sold meaning that it is not necessary for the Guarantied Parties, in order to enforce payment by the Borrower Guarantors, first or contemporaneously to accelerate payment of any of the Guarantied Obligations, to institute suit or exhaust any rights against any Loan Party, or to enforce any rights against any collateral. Notwithstanding anything herein, in any other Loan Document or in any Guarantied Swap Contract to the Lender under the Note Purchase Agreement dated as of the date hereof (as amended from time to timecontrary, the “NPA”) between the Borrower and Lenderin any action or proceeding involving any state corporate law, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness and liabilities may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, state or federal bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States reorganization or other applicable jurisdictions from time to time in effect and law affecting the rights of creditors generally generally, if, as a result of applicable law relating to fraudulent conveyance or fraudulent transfer, including Section 548 of Bankruptcy Code or any applicable provisions of comparable state law (collectively, “Debtor Relief Fraudulent Transfer Laws”), and including interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The Lender’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the any Guarantor under this GuarantySection 1 would otherwise, and the after giving effect to (a) all other liabilities of such Guarantor, contingent or otherwise, that are relevant under such Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all respect of the foregoing. Anything contained herein intercompany Debt to the contrary notwithstanding, Borrower to the obligations of the Guarantor hereunder at any time shall extent that such Debt would be limited to discharged in an aggregate amount equal to the largest amount paid by such Guarantor hereunder) and (b) to the value as assets of such Guarantor (as determined under the applicable provisions of such Fraudulent Transfer Laws) of any rights of subrogation, contribution, reimbursement, indemnity or similar rights held by such Guarantor pursuant to (i) applicable requirements of Law, (ii) Section 10 hereof or (iii) any other contractual obligations providing for an equitable allocation among such Guarantor and other Subsidiaries or Affiliates of the Borrower of obligations arising under this Guaranty or other guaranties of the Obligations by such parties, be held or determined to be void, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under this Section 1, then the amount of such liability shall, without any further action by such Guarantor, any Lender, the Administrative Agent or any other Person, be automatically limited and reduced to the Form of Guaranty highest amount that would is valid and enforceable and not render its obligations hereunder subject subordinated to avoidance the claims of other creditors as a fraudulent transfer determined in such action or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state lawproceeding.

Guaranty. 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 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 (a) To induce the Lenders to make the Loans and the Issuers to issue Letters of Credit, each Guarantor hereby absolutely absolutely, unconditionally and unconditionally irrevocably guarantees, jointly with the other Guarantors and severally, as primary obligor and not merely as surety, the full and punctual payment when due and in the currency due, whether at stated maturity or earlier, by reason of acceleration, mandatory prepayment or otherwise in accordance herewith or any other Loan Document, of all the Guarantied Obligations, whether or not from time to time reduced or extinguished or hereafter increased or incurred, whether or not recovery may be or hereafter may become barred by any statute of limitations, whether or not enforceable as against the Borrower or any other Loan Party, whether now or hereafter existing, and whether due or to become due, including principal, interest (including interest at the contract rate applicable upon default accrued or accruing after the commencement of any proceeding under the Bankruptcy Code, or any GUARANTY KNOLOGY, INC. applicable provisions of comparable state or foreign law, whether or not such interest is an allowed claim in such proceeding), fees and costs of collection. This Guaranty constitutes a guaranty of payment and performance and not merely as a guaranty of collection. (b) Each Guarantor further agrees that, prompt if (i) any payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all existing and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender, arising out of those certain Senior Convertible Promissory Notes (as amended from time to time, the “Notes”) made by the Borrower in favor of the Lender, and sold by the Borrower to the Lender under the Note Purchase Agreement dated as of the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness and liabilities may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidationPerson and applied to the Guarantied Obligations is at any time annulled, conservatorshipavoided, bankruptcyset aside, assignment for the benefit of creditorsrescinded, moratoriuminvalidated, rearrangement, receivership, insolvency, reorganizationdeclared to be fraudulent or preferential or otherwise required to be refunded or repaid, or similar debtor relief laws (ii) the proceeds of Collateral are required to be returned by any Guarantied Party to the Borrower, its estate, trustee, receiver or any other party, including any Guarantor, under any bankruptcy law, equitable cause or any other Requirement of Law, then, to the extent of such payment or repayment, any such Guarantor’s liability hereunder (and any Lien or other Collateral securing such liability) shall be and remain in full force and effect, as fully as if such payment had never been made. If, prior to any of the United States foregoing, this Guaranty shall have been cancelled or surrendered (and if any Lien or other applicable jurisdictions from time to time in effect and affecting the rights Collateral securing such Guarantor’s liability hereunder shall have been released or terminated by virtue of creditors generally (collectively, “Debtor Relief Laws”such cancellation or surrender), this Guaranty (and including interest that accrues after such Lien or other Collateral) shall be reinstated in full force and effect, and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the commencement by or against the Borrower obligations of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The Lender’s books and records showing such Guarantor in respect of the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations such payment (or any instrument Lien or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state lawother Collateral securing such obligation).

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

Guaranty. The Guarantor 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. (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 Guarantor, jointly and severally, hereby absolutely unconditionally and unconditionally guarantees, as a guaranty of irrevocably guaranties to the Lender the full payment and performance and not merely as a guaranty of collectionperformance, 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 Borrower to the Lenderall indebtedness, 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 Lenderliabilities, and sold by the obligations of 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 kind and description (collectively, the “Guaranteed ObligationsIndebtedness”) under and pursuant to the Note or any of the other documents evidencing or securing the Loan (collectively the “Loan Documents”). The Lender’s books and records showing the amount guaranty of the Guaranteed Obligations shall be admissible Guarantor as set forth in evidence in any action or proceedingthis section is an absolute, continuing, primary, and unconditional guaranty of payment and not of collection. If a claim is ever made upon the Lender for the repayment or recovery of any amount or amounts received by the Lender in payment of any of the Indebtedness and the Lender repays all or part of such amount by reason of (a) any judgment, decree, or order of any court or administrative body having jurisdiction over the Lender or any of its property, or (b) any settlement or compromise of any such claim effected by the Lender with any such claimant, including the Borrower, then in such event the Guarantor agrees that any such judgment, decree, order, settlement, or compromise shall be binding upon the Guarantor and conclusive for Guarantor, notwithstanding any revocation hereof or the purpose of establishing the amount cancellation of the Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity Note or enforceability other instrument evidencing any 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 GuarantyIndebtedness, 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 shall be and remain obligated to the contrary notwithstandingLender hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by the Lender, such amount to be included in the obligations of term “Indebtedness.” This Guaranty may be enforced by the Lender against the Guarantor hereunder without the necessity at any time of the Lender’s (a) having recourse against Borrower on the Note, or (b) exercising any other rights available to it under the Note or other Loan Documents. The Guarantor on demand shall be limited to an aggregate amount equal pay to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 Lender in immediately available funds, in lawful money of the Bankruptcy Code (Title 11, United States Code) of America, any sum or any comparable provisions of any similar federal or state lawsums due to the Lender hereunder.

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 (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. 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 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 (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 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) any Loan (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”). . (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 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 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 (a) To induce the Lenders to make the Loans, the Guarantors hereby absolutely each absolutely, unconditionally and unconditionally guaranteesirrevocably guarantee, as a guaranty of payment and performance primary obligors and not merely as a guaranty of collectionsureties, prompt the full and punctual payment when due, whether at stated maturitymaturity or earlier, by required prepayment, upon reason of acceleration, demand mandatory prepayment or otherwise, and at all times thereafterotherwise in accordance herewith or any other Loan Document, of any and all existing and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, the Obligations of the Borrower to under this Agreement (such Obligations, the Lender“Guarantied Obligations”), arising out of those certain Senior Convertible Promissory Notes (as amended whether or not from time to timetime reduced or extinguished or hereafter increased or incurred, the “Notes”) made by the Borrower in favor of the Lender, and sold by the Borrower to the Lender under the Note Purchase Agreement dated as of the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection whether or enforcement thereof), and whether not recovery upon such indebtedness and liabilities may be or hereafter may become barred by any statute of limitations, and whether enforceable or unenforceable as against any Borrower, now or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganizationhereafter existing, or similar debtor relief laws of the United States due or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally become due, including principal, interest (collectively, “Debtor Relief Laws”), and including interest that accrues at the contract rate applicable upon default accrued or accruing after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws Bankruptcy Law, whether or not such interest is an allowed claim in such proceeding), fees and costs of collection. This guaranty constitutes a guaranty of payment and not of collection. (collectivelyb) Each Guarantor further agrees that, if any payment made by the Borrower or any other person and applied to the Guarantied Obligations is at any time annulled, avoided, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid by any Lender or any other holder of Guarantied Obligations (the “Guarantied Parties”) to the Borrower, its estate, trustee, receiver or any other party, including the Guarantors, under any Bankruptcy Law, state or federal law, common law or equitable cause, then, to the extent of such payment or repayment, each Guarantor’s liability under this Guaranty shall be and remain in full force and effect, as fully as if such payment had never been made or, if prior thereto this Guaranty shall have been cancelled or surrendered, the “Guaranteed Obligations”). The Lender’s books Guaranty shall be reinstated in full force and records showing effect, and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of each Guarantor in respect of the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state lawsuch payment.

Guaranty. The Each Guarantor hereby absolutely unconditionally and unconditionally guaranteesirrevocably guarantees to the Lender, as a guaranty of payment and performance its successors, endorsees, transferees and not merely as a guaranty of collectionassigns, the full and prompt payment when due, due (whether at stated maturity, by required prepayment, upon declaration, acceleration, demand or otherwise) and performance of the indebtedness, liabilities and other obligations of the Company to the Lender under or in connection with the Letter Loan Agreement, and at the other Loan Documents, including all times thereafterunpaid principal of the Loan, of all interest accrued thereon, all fees due under the Letter Loan Agreement and all other amounts payable by the Company to the Lender thereunder or in connection therewith. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include any and all advances, debts, obligations and liabilities, now existing or hereafter arising, whether voluntary or involuntary and future indebtedness and liabilities of every kind, nature and character, direct whether due or indirectnot due, absolute or contingent, liquidated or unliquidated, voluntary determined or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender, arising out of those certain Senior Convertible Promissory Notes (as amended from time to time, the “Notes”) made by the Borrower in favor of the Lender, and sold by the Borrower to the Lender under the Note Purchase Agreement dated as of the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof)undetermined, and whether recovery upon such indebtedness indebtedness, liabilities and liabilities obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”)Law, and including interest that accrues after the commencement by or against the Borrower Company or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtedness, liabilities and other obligations of the Company, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (collectivelyincluding any and all amounts due under Section 15), shall hereinafter be collectively referred to as the “Guaranteed Obligations.”). The Lender’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state law.

Guaranty. The Guarantor hereby absolutely unconditionally and unconditionally guaranteesirrevocably guarantees to the Guaranteed Parties, as a guaranty of payment and performance their respective successors, endorsees, transferees and not merely as a guaranty of collectionassigns, the full and prompt payment when due, due (whether at stated maturity, by required prepayment, upon declaration, acceleration, demand or otherwise) and performance of the indebtedness, liabilities and at other obligations of the Company to the Guaranteed Parties under or in connection with the Credit Agreement, the Notes and the other Loan Documents, including all times thereafterunpaid principal of the Loans, of all interest accrued thereon, all fees due under the Credit Agreement and all other amounts payable by the Company to the Guaranteed Parties thereunder or in connection therewith. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include any and all advances, debts, obligations and liabilities, now existing or hereafter arising, whether voluntary or involuntary and future indebtedness and liabilities of every kind, nature and character, direct whether due or indirectnot due, absolute or contingent, liquidated or unliquidated, voluntary determined or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender, arising out of those certain Senior Convertible Promissory Notes (as amended from time to time, the “Notes”) made by the Borrower in favor of the Lender, and sold by the Borrower to the Lender under the Note Purchase Agreement dated as of the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof)undetermined, and whether recovery upon such indebtedness indebtedness, liabilities and liabilities obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”)Law, and including interest that accrues after the commencement by or against the Borrower Company or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtedness, liabilities and other obligations of the Company, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantor in connection with this Guaranty (collectivelyincluding any and all amounts due under Section 10.04 of the Credit Agreement), shall hereinafter be collectively referred to as the “Guaranteed Obligations.”). The Lender’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state law.

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

Guaranty. The 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 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 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. (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 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 Guarantors hereby absolutely jointly and severally unconditionally guarantees, as a guaranty of payment and performance irrevocably guarantee the full and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand acceleration or otherwise, of, and at all times thereafterthe performance of, of any and all (a) the Obligations, whether now or hereafter existing and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costsfees, expenses or otherwise, (b) all obligations owed to any Guarantied Party pursuant to a Guarantied Swap Contract, excluding any Excluded Swap Obligations of a Guarantor, (c) any and all reasonable out-of-pocket expenses (including, without limitation, reasonable expenses and reasonable counsel fees and expenses of the Administrative Agent and the Lenders) incurred by any of the Guarantied Parties in enforcing any rights under this Guaranty and (d) all present and future amounts that would become due but for the operation of any provision of Debtor Relief Laws, and all present and future accrued and unpaid interest, including, without limitation, all post-petition interest if the Borrower or any Guarantor voluntarily or involuntarily becomes subject to any Debtor Relief Laws (the items set forth in clauses (a), (b), (c) and (d) immediately above being herein referred to as the “Guarantied Obligations”). Upon failure of the Borrower to pay any of the LenderGuarantied Obligations when due after the giving by the Administrative Agent and/or the Lenders of any notice and the expiration of any applicable cure period in each case provided for in the Credit Agreement and other Loan Documents (whether at stated maturity, arising out of those certain Senior Convertible Promissory Notes (as amended from time to timeby acceleration or otherwise), the “Notes”) made Guarantors hereby further jointly and severally agree to promptly pay the same after the Guarantors’ receipt of notice from the Administrative Agent of the Borrower’s failure to pay the same, without any other demand or notice whatsoever, including without limitation, any notice having been given to any Guarantor of either the acceptance by the Borrower in favor Guarantied Parties of this Guaranty or the creation or incurrence of any of the LenderGuarantied Obligations. This Guaranty is an absolute guaranty of payment and performance of the Guarantied Obligations and not a guaranty of collection, and sold meaning that it is not necessary for the Guarantied Parties, in order to enforce payment by the Borrower Guarantors, first or contemporaneously to accelerate payment of any of the Guarantied Obligations, to institute suit or exhaust any rights against any Loan Party, or to enforce any rights against any Collateral. Notwithstanding anything herein or in any other Loan Document to the Lender under the Note Purchase Agreement dated as of the date hereof (as amended from time to timecontrary, the “NPA”) between the Borrower and Lenderin any action or .proceeding involving any state corporate law, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness and liabilities may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, state or federal bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States reorganization or other applicable jurisdictions from time to time in effect and law affecting the rights of creditors generally generally, if, as a result of applicable law relating to fraudulent conveyance or fraudulent transfer, including Section 548 of Bankruptcy Code or any applicable provisions of comparable state law (collectively, “Debtor Relief Fraudulent Transfer Laws”), and including interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The Lender’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the any Guarantor under this GuarantySection 1 would otherwise, and the after giving effect to (a) all other liabilities of such Guarantor, contingent or otherwise, that are relevant under such Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all respect of the foregoing. Anything contained herein intercompany Indebtedness to the contrary notwithstanding, Borrower to the obligations of the Guarantor hereunder at any time shall extent that such Indebtedness would be limited to discharged in an aggregate amount equal to the largest amount paid by such Guarantor hereunder) and (b) to the value as assets of such Guarantor (as determined under the applicable provisions of such Fraudulent Transfer Laws) of any rights of subrogation, contribution, reimbursement, indemnity or similar rights held by such Guarantor pursuant to (i) applicable requirements of Law, (ii) Section 10 hereof or (iii) any other contractual obligations providing for an equitable allocation among such Guarantor and other Subsidiaries or Affiliates of the Borrower of obligations arising under this Guaranty or other guaranties of the Guarantied Obligations by such parties, be held or determined to be void, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under this Section 1, then the amount of such liability shall, without any further action by such Guarantor, any Lender, the Administrative Agent or any other Person, be automatically limited and reduced to the highest amount that would is valid and enforceable and not render its obligations hereunder subject subordinated to avoidance the claims of other creditors as a fraudulent transfer determined in such action or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state lawproceeding.

Guaranty. The 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 Guarantor hereby absolutely absolutely, unconditionally and unconditionally guaranteesirrevocably guarantees for the Guaranteed Parties, as a guaranty of payment and performance their respective successors, endorsees, transferees and not merely as a guaranty of collectionassigns, the full and prompt payment when due, due (whether at stated maturity, by required prepayment, upon declaration, acceleration, demand or otherwise) of all the indebtedness, liabilities and other payment obligations of each Designated Borrower (now existing or hereafter arising pursuant to Section 2.14 of the Credit Agreement) to the Guaranteed Parties under or in connection with the Credit Agreement, the Notes and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all amounts owing in respect of the L/C Obligations, all fees due under the Credit Agreement and all other amounts payable by each Designated Borrower to the Guaranteed Parties thereunder, in connection therewith, and at all times thereafter, of in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include any and all advances, debts, obligations and liabilities, whether now existing or hereafter arising, whether voluntary or involuntary and future indebtedness and liabilities of every kind, nature and character, direct whether due or indirectnot due, absolute or contingent, liquidated or unliquidated, voluntary determined or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender, arising out of those certain Senior Convertible Promissory Notes (as amended from time to time, the “Notes”) made by the Borrower in favor of the Lender, and sold by the Borrower to the Lender under the Note Purchase Agreement dated as of the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof)undetermined, and whether recovery upon such indebtedness indebtedness, liabilities and liabilities obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the any Designated Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtedness, liabilities and other obligations of each Designated Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantor in connection with this Guaranty (collectivelyincluding any and all amounts due under Section 12), shall hereinafter be collectively referred to as the “Guaranteed Obligations.”). The Lender’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state law.

Guaranty. The (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. (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. 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 (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, each Guarantor hereby absolutely absolutely, unconditionally and unconditionally irrevocably guarantees, jointly with the other Guarantors and severally, as primary obligor and not merely as surety, the full and punctual payment when due and in the currency due, whether at stated maturity or earlier, by reason of acceleration, mandatory prepayment or otherwise in accordance herewith or any other Loan Document, of all the obligations of the Borrowers under the Loan Documents (collectively, the “Obligations”), whether or not from time to time reduced or extinguished or hereafter increased or incurred, whether or not recovery may be or hereafter may become barred by any statute of limitations, whether or not enforceable as against any Borrower, whether now or hereafter existing, and whether due or to become due, including principal, interest (including interest at the contract rate applicable upon default accrued or accruing after the commencement of any proceeding under Title 11 of the United States Code (the “Bankruptcy Code”), or any applicable provisions of comparable state or foreign law, whether or not such interest is an allowed claim in such proceeding), fees and costs of collection. This Guaranty constitutes a guaranty of payment and performance and not merely as a guaranty of collection. (b) Each Guarantor further agrees that, prompt if any payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all existing and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender, arising out of those certain Senior Convertible Promissory Notes (as amended from time to time, the “Notes”) made by the a Borrower in favor of the Lender, and sold by the Borrower to the Lender under the Note Purchase Agreement dated as of the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness and liabilities may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidationPerson and applied to the Obligations is at any time annulled, conservatorshipavoided, bankruptcyset aside, assignment for rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid, then, to the benefit extent of creditorssuch payment or repayment, moratoriumany such Guarantor’s liability hereunder shall be and remain in full force and effect, rearrangementas fully as if such payment had never been made. If, receivership, insolvency, reorganization, or similar debtor relief laws prior to any of the United States foregoing, this Guaranty shall have been cancelled or other applicable jurisdictions from time to time surrendered, this Guaranty shall be reinstated in effect full force and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”)effect, and including interest that accrues after such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the commencement by or against the Borrower obligations of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The Lender’s books and records showing such Guarantor in respect of the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state lawsuch payment.

Guaranty. The Guarantor 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. The Guarantor hereby absolutely and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of all Obligations, and any and all existing and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees fees, indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender, Administrative Agent and any other Guaranty Beneficiary arising out of those certain Senior Convertible Promissory Notes (as amended from time to time, the “Notes”) made by the Borrower in favor of the Lender, and sold by the Borrower to the Lender under the Note Purchase Agreement dated as Credit Agreement, any other Loan Documents and any instruments, agreements or other documents of the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined any kind or nature now or hereafter executed in the Notes) connection therewith (including all renewals, extensions, amendments, refinancings refinancings, restatements and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender Administrative Agent or any other Guaranty Beneficiary in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness and liabilities may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the any Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The Lender’s books and records of the Administrative Agent and the books and records of each Guaranty Beneficiary, in each case in the absence of manifest error, 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 (i) hereby absolutely unconditionally guarantees the due and unconditionally guaranteespunctual payment and full and timely performance of the Purchaser’s obligations to pay the Purchase Price pursuant to Section 2.2 and (ii) without limiting the foregoing or being limited thereby, as a hereby further covenants to procure and cause the Purchaser to take such actions that may be necessary or useful to support and duly complete the performance of the Purchaser’s obligations to pay the Purchase Price pursuant to Section 2.2 (collectively, (i) and (ii) the “Guaranty”). This Guaranty is an irrevocable guaranty of payment and performance (and not merely just of collection) and shall continue in effect notwithstanding any extension or modification of the terms of this Purchase and Sale Agreement, any assumption of any such guaranteed obligations by any other party or any other act or event that might otherwise operate as a guaranty legal or equitable discharge of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at Guarantor. Guarantor hereby waives 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 its rights to the Lender, subrogation arising out of those certain Senior Convertible Promissory Notes any ACTIVE/137471368.2 payment or performance by Guarantor under this Guaranty. The obligations of Guarantor hereunder shall be absolute and unconditional, and shall not be affected by or contingent upon (as amended from time to timea) the liquidation or dissolution of, or the “Notes”) made merger or consolidation of the Purchaser with or into any corporation, or any sale or transfer 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 Purchaser or 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 liquidationpart of its property or assets, conservatorship, (b) the bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganizationreorganization or similar proceedings involving or affecting the Purchaser, or similar debtor relief laws (c) any modification, alteration, amendment or addition of the United States or other applicable jurisdictions from time to time in effect this Purchase and affecting the rights Sale Agreement. Guarantor hereby waives all suretyship defenses and protest, notice of creditors generally (collectivelyprotest, “Debtor Relief Laws”)demand for performance, and including interest that accrues after the commencement by or against the Borrower diligence, notice of any proceeding under other action at 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 time taken 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 omitted by the genuinenessSeller Parties and, validitygenerally, regularity or enforceability all demands and notices 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 every kind in connection with this Guaranty, and the Purchaser’s obligations hereby guaranteed, and which Guarantor hereby irrevocably waives may otherwise assert against the Seller Parties. This Guaranty shall continue to be effective until the payment by Purchaser of the Purchase Price at Closing, at which time this Guaranty shall terminate. Guarantor acknowledges that each of the waivers set forth in this Guaranty is made with full knowledge of its significance and consequences and under the circumstances the waivers are reasonable and not contrary to public policy. If any defenses it may now have or hereafter acquire in any way relating of said waivers is determined to be contrary to any applicable law or all of the foregoing. Anything contained herein public policy, such waivers shall be effective only 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 extent permitted by law.

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 any Borrower 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 Colonial Obligations and all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Agent or any Lender in connection with the collection or enforcement thereofof any of the foregoing), whether or not there is a lawsuit, including attorneys’ fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services, the cost of searching records, obtaining title reports (including foreclosure reports), surveyors’ reports, and appraisal fees and title insurance), and whether recovery upon such indebtedness and liabilities may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any case or proceeding or case commenced by or against the any other Guarantor or any Borrower under any state, federal or foreign law for, or any agreement of such other Guarantor or any 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 any 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 Obligations. 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 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. (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 (a) Guarantor hereby absolutely and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt guarantees the payment when due, whether at stated maturity, by required prepaymentprior to or upon termination of the Agreement and all Transactions thereunder, upon acceleration, demand the occurrence of an Event of Default or otherwise, of the aggregate outstanding Repurchase Price and at all times thereafter, of any and all existing other obligations of Seller to Buyer under the Agreement, whether heretofore, now, or hereafter made, incurred or created, whether voluntary or involuntary and future indebtedness and liabilities of every kind, nature and character, direct or indirecthowever arising, absolute or contingent, liquidated or unliquidated, voluntary determined or involuntary undetermined (collectively and severally, the "Obligations"), whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of not the Borrower to the Lender, arising out of those certain Senior Convertible Promissory Notes (as amended Obligations are from time to timetime reduced, the “Notes”) made by the Borrower in favor of the Lenderor extinguished and thereafter increased or incurred, and sold by the Borrower to the Lender under the Note Purchase Agreement dated as of the date hereof (as amended from time to timewhether Seller may be liable individually or jointly with others, 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 the Obligations may be or hereafter become unenforceable barred by any statute of limitations, and whether or shall not the Obligations may be an allowed or disallowed claim under any proceeding hereafter become otherwise unenforceable. (b) Guarantor hereby absolutely and unconditionally guarantees the payment of the Obligations, whether or case commenced not due or payable by Seller, upon: (1) the dissolution, insolvency or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11business failure of, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditorscreditors by, moratorium, rearrangement, receivership, insolvencyor commencement of any bankruptcy, reorganization, arrangement, moratorium or similar other debtor relief laws proceedings by or against, Seller or Guarantor, or (2) the appointment of a receiver for, or the United States attachment, restraint of or other applicable jurisdictions from time to time in effect and affecting making or levying of any order of court or legal process affecting, the rights property of creditors generally (collectively, “Debtor Relief Laws”)Seller or Guarantor, 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.unconditionally

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 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 time for payment of, or other terms relating to, any or all of the 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 Obligations, (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 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 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 “NotesUCC”) made 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 in favor of under the Lenderfederal Bankruptcy Code or any other law, and sold by the 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 hereafter have against Borrower or any other party liable to the Beneficiary. (h) In order to secure repayment of all Obligations, Guarantor and Lender under the Note Purchase have entered into a Security Agreement dated as of the date hereof (as amended from time hereof. The rights of Lender in and to time, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined Collateral are set forth 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 lawSecurity Agreement.

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 Guarantor hereby irrevocably, absolutely and unconditionally guarantees, guarantees as a guaranty of payment and performance primary obligor and not merely as a guaranty of collection, surety for prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, of the following obligations and at all times thereafter, of liabilities (hereinafter collectively referred to as the “Obligations”): (a) any and all existing and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the LenderBank in connection with the Loan Documents, arising out as and when due and payable, whether by acceleration or otherwise of those certain Senior Convertible Promissory Notes (as amended from time to time, the “Notes”) made all amounts now or hereafter owing by the Borrower in favor connection with the Loan Agreement, the Note, and the other Loan Documents, whether for principal of or interest on (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding) the Loan, and the due performance and observance by the Borrower of its other Obligations now or hereafter existing in respect of any of the LenderLoan Documents and any renewals, extensions and sold by modifications thereof; and (b) any and all indebtedness of the Borrower to the Lender under the Note Purchase Agreement dated as of the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender Bank in connection with the collection Environmental Indemnification Agreement between Borrower and Bank, dated of even date herewith, as and when due and payable, whether by acceleration or enforcement thereof)otherwise of all amounts now or hereafter owing by the Borrower, and whether recovery upon such indebtedness any renewals, extensions and liabilities may be or hereafter become unenforceable or modifications thereof, and Guarantor hereby agrees that the representations, warranties and covenants herein shall be an allowed or disallowed claim under any proceeding or case commenced by or against survive the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws payment of the United States or other applicable jurisdictions from time indebtedness to time in effect Bank and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), satisfaction and including interest that accrues after the commencement by or against the Borrower release of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The Lender’s books mortgage and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected by Lender’s acquisition of any interest in the genuinenessproperty, validitywhether by foreclosure or otherwise; (c) any and all reasonable expenses, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligationsincluding, or without limitation, reasonable arbitration, attorneys’ and experts’ fees and expenses, incurred by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor Bank in enforcing its rights under this GuarantyGuaranty whether incurred without the commencement of a suit, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to suit, arbitration or administrative proceeding or in any appellate or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state lawbankruptcy proceeding.

Guaranty. The Guarantor Subject to Section 2.02, each Guarantor, hereby absolutely absolutely, unconditionally and unconditionally irrevocably guarantees, as a guaranty of payment and performance primary obligor and not merely as a guaranty of collection, surety, (a) the due and prompt payment by the Borrower of: (i) the principal of and premium, if any, and interest at the rate specified in the New Notes (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding ("Post-Petition Interest")) on the New Notes, when and as due, whether at stated scheduled maturity, by required date set for prepayment, upon acceleration, demand by acceleration or otherwise, and (ii) all other monetary obligations of the Borrower owed to the Secured Parties under the New Notes, when and at all times thereafteras due, including fees, costs, expenses (including, without limitation, actual and out-of-pocket fees and expenses of counsel incurred by the Collateral Agent or any other Secured Party in enforcing any rights under this Agreement or any other Loan Document), contract causes of action and all existing and future indebtedness and liabilities of every kindindemnities, nature and characterwhether primary, secondary, direct or indirect, absolute or contingent, liquidated fixed or unliquidatedotherwise (including monetary obligations incurred during the pendency of any bankruptcy, voluntary insolvency, receivership or involuntary other similar proceeding, regardless of whether allowed or allowable in such proceeding); (b) the due and whether for principalprompt performance of all covenants, interestagreements, premiums, fees indemnities, damages, costs, expenses or otherwise, obligations and liabilities of the Borrower to the Lender, arising out of those certain Senior Convertible Promissory Notes (as amended from time to time, the “Notes”) made by the Borrower under or in favor respect of the LenderLoan Documents; (c) the due and prompt payment and performance of all covenants, agreements, obligations and sold by liabilities of each Guarantor under or in respect of this Agreement and the Borrower other Loan Documents; and all such obligations in subsections (a) through (c), whether now or hereafter existing, being referred to collectively as the Lender under the Note Purchase Agreement dated as "Obligations". Each Guarantor further agrees that all or part of the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness and liabilities Obligations may be increased, extended, substituted, amended, renewed or hereafter become unenforceable otherwise modified without notice to or consent from such Guarantor and such actions shall not affect the liability of such Guarantor hereunder. Without limiting the generality of the foregoing, each Guarantor's liability shall extend to all amounts that constitute part of the Obligations and would be an allowed or disallowed claim under owed by any proceeding or case commenced by or against the Guarantor or the Borrower to any Secured Party under or in respect of the Bankruptcy Code (Title 11, United States Code), any successor statute Loan Documents but for the fact that they are unenforceable or any other liquidation, conservatorship, not allowable due to the existence of a bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, reorganization or similar debtor relief laws of proceeding involving such other Guarantor or the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The Lender’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state lawBorrower.

Guaranty. The (a) Guarantor hereby absolutely and unconditionally guarantees, as a guaranty of 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 Lender and/or its affiliates, including principal, interest, charges, fees, costs and expenses, however evidenced, whether as principal, surety, endorser, guarantor or otherwise, whether arising under the Loan Agreement, the other Financing Agreements or otherwise, whether now existing or hereafter arising, whether arising before, during or after the initial or any renewal term of the Loan 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 Lender 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 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 Lenderunsecured, and sold however acquired by the Borrower to the Lender under the Note Purchase Agreement dated as of the date hereof and (as amended from time to timeii) all expenses (including, the “NPA”) between the Borrower and Lenderwithout limitation, 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 legal expenses) incurred by the Lender 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 Lender, the rights of Lender in any collateral or enforcement thereof), under this Guaranty and whether recovery upon such indebtedness and liabilities may be all other Financing Agreements 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 Lender directly or indirectly arising out of or related to the relationships between Borrower, Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidationObligor (as hereinafter defined) and Lender, conservatorshipwhether such expenses are incurred before, bankruptcy, assignment for during or after the benefit initial or any renewal term of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, the Loan Agreement and the other Financing Agreements or similar debtor relief laws after the commencement of any case with respect to Borrower or Guarantor under the United States Bankruptcy Code or any similar statute. (b) This Guaranty is a guaranty of payment and not of collection. Guarantor agrees that Lender need not attempt to collect any Guaranteed Obligations from Borrower, Guarantor or any other applicable jurisdictions Obligor or to realize upon any collateral, but may require Guarantor to make immediate payment of all of the Guaranteed Obligations to Lender when due, whether by maturity, acceleration or otherwise, or at any time thereafter. Lender may apply any amounts received in respect of the Guaranteed Obligations to any of the Guaranteed Obligations, in whole or in part (including attorneys’ fees and legal expenses incurred by Lender with respect thereto or otherwise chargeable to Borrower or Guarantor) and in such order as Lender may elect. (c) Payment by Guarantor shall be made to Lender at the office of Lender 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 “on demand as Guaranteed Obligations”)Obligations become due. The Lender’s books and records showing the amount of Guarantor shall make all payments to Lender 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 brought hereon against Guarantor either in 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 same action in which Borrower or any instrument other Obligor is sued or agreement evidencing in separate actions. In the event any Guaranteed Obligationsclaim or action, or by the existenceaction on any judgment, validitybased on this Guaranty is brought against Guarantor, enforceabilityGuarantor agrees not to deduct, perfection, nonset-perfection or extent of any collateral thereforoff, or seek any counterclaim for or recoup any amounts which are or may be owed by any fact or circumstance relating Lender 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 Each Guarantor, jointly and severally, hereby absolutely and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all existing and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Administrative Agent, and the Lenders (the Administrative Agent and any Lender, each a “Lender Party” and collectively, the “Lender Parties”) arising out under that certain Three Year Credit Agreement dated as of those July 1, 2009 among the Borrower, certain Senior Convertible Promissory Notes Lenders party thereto from time to time and the Administrative Agent, (as amended amended, restated, supplemented or otherwise modified from time to time, the “NotesCredit Agreement”) made by the Borrower in favor of the Lender, and sold by capitalized terms used herein and not otherwise defined herein shall have the Borrower to the Lender under the Note Purchase Agreement dated as of the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as meanings set forth for such term is defined terms in the NotesCredit Agreement) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender Parties in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness and liabilities may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the any Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The LenderAdministrative Agent’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the each Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the any Guarantor under this Guaranty, and the each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the each Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state law.

Guaranty. The Guarantor hereby absolutely and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of all “Obligations” as defined in the Credit Agreement, and any and all existing and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees fees, indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender, Administrative Agent and any other Secured Party arising out of those certain Senior Convertible Promissory Notes (as amended from time to time, the “Notes”) made by the Borrower in favor of the Lender, and sold by the Borrower to the Lender under the Note Purchase Agreement dated as Credit Agreement, any other Loan Documents and any instruments, agreements or other documents of the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined any kind or nature now or hereafter executed in the Notes) connection therewith (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender Administrative Agent and any other Secured Party in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness and liabilities may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the any Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The Lender’s books and records of the Administrative Agent and the books and records of each Secured Party showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state law.

Guaranty. The Guarantor hereby absolutely and unconditionally guaranteesunconditionally, 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 otherwiseabsolutely, and at all times thereafterirrevocably guarantees and promises to pay to Lender or order, of any and all existing and future indebtedness and liabilities of every kindon demand, 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 lawful money of the United States of America, in immediately available funds, all sums for which Borrower is now or hereafter liable to Lender as a direct or indirect result of : (a) Borrower's obligations and liabilities under any master lease, guaranty or indemnity; (b) actual fraud or material misrepresentation; (c) failure to deliver any insurance or condemnation proceeds or awards received by Borrower to Lender or to otherwise apply such sums as required under the terms of the Loan Documents or any other instrument now or hereafter securing the Note; (d) failure to pay property or other applicable jurisdictions taxes, assessments or charges which may create liens on any portion of the Property; (e) failure to apply any rents, royalties, accounts, revenues, income, issues, profits and other benefits from time the Property which are collected or received by Borrower during the period of any Default (as defined in the Deed of Trust) or after acceleration of the indebtedness and other sums owing under the Loan Documents to time the payment of either (i) such indebtedness or other sums or (ii) the normal and necessary operating expenses of the Property; (f) security deposits which are received by Borrower from tenants of the Property and which are not delivered to Lender following the foreclosure or other transfer of the Property to Lender or otherwise applied as required under the terms of the Loan Documents or any other instrument now or hereafter securing the Loan; (g) the commission by Borrower of material physical waste of the Property (including the actual authorization by Borrower of the commission by others of such material physical waste of the Property), including, without limitation, failure to maintain the Property in a satisfactory manner as measured by the conduct of professional managers of similar properties in similar locations; (h) all loss, damage, cost and expense (including attorneys' fees and expenses) incurred by Lender as a result of or relating to any material modification, or any termination or cancellation, without Lender's prior written consent, of any of the leases or other occupancy agreements in effect at or concerning the Property and affecting assigned to Lender under the rights Loan Documents; (i) all loss, damage, cost and expense (including attorneys' fees and expenses) incurred by Lender as a result of creditors generally the removal or disposal by Borrower or its representatives or agents, in violation of the Loan Documents, of any collateral for the Loan on, at, or affixed to the Property; (collectivelyj) all loss, “Debtor Relief Laws”)damage, cost and expense (including interest attorneys' fees and expenses) incurred by Lender as a result of an uninsured casualty or from a casualty or liability that accrues after is not insured in the commencement amount and to the extent required under the Loan Documents; or (k) any breach by or against the Borrower of any proceeding under any Debtor Relief Laws covenant in the Note or in the Deed of Trust regarding "Hazardous Materials" (collectively, as defined in the “Guaranteed Obligations”). The Lender’s books and records showing the amount Deed 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 CodeTrust) or any comparable provisions representation or warranty of any similar federal or state lawBorrower regarding "Hazardous Materials" proving to have been untrue when made.

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, subject to the Liability Cap (defined below) 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 Agent and the LenderLenders under the Credit Agreement and the other Loan Documents, arising out of those certain Senior Convertible Promissory Notes including, but not limited to all “Obligations” (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 NotesCredit Agreement) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by Agent and 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 a Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”); provided, however, notwithstanding anything to the contrary set forth herein, the maximum aggregate liability of the Guarantors hereunder shall in no event exceed $12,000,000 (the “Liability Cap”). 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 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 , save and except for the defense of payment to the contrary notwithstandingextent, and solely with respect to, amounts that have been indefeasibly paid, and required obligations that have been performed, in each case, in full in accordance with 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 lawCredit Agreement.

Guaranty. The In order to induce TBCC to enter into a Loan and Security Agreement with the Borrower or to continue to provide financing thereunder, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Guarantor hereby absolutely (a) unconditionally and unconditionally guarantees, as a guaranty of irrevocably guarantees the payment and performance and not merely as a guaranty of collection, prompt payment when due, due (whether at stated maturity, by required prepayment, upon acceleration, demand acceleration or otherwise) of all of the Indebtedness, and at all times thereafter, of (b) agrees to pay any and all existing reasonable costs and expenses (including reasonable attorneys' fees and related expenses) incurred by TBCC in enforcing any rights under this Guaranty or in enforcing any of the Indebtedness against the Borrower. As used herein, "Indebtedness" means and includes all present and future indebtedness loans (including the Loans), advances, debts, liabilities, obligations, guarantees, covenants and liabilities duties now or hereafter owing by Borrower to TBCC of every kindany kind or nature, nature and character, direct present or indirectfuture, absolute or contingent, liquidated or unliquidated, voluntary certain or involuntary and uncertain, determined or undetermined, monetary or nonmonetary, written or oral, whether for principalBorrower may be liable individually or jointly with others, interest, premiums, fees indemnities, damages, costs, expenses whether incurred directly to TBCC or acquired by TBCC by assignment or otherwise, or held by TBCC on behalf of others, and regardless of whether recovery thereon may be or hereafter become barred by any statute of limitations, discharged or uncollectible in any bankruptcy, insolvency or other proceeding, or otherwise unenforceable, including without limitation all indebtedness, liabilities and obligations which may arise under, out of, or in connection with, any present or future Loan and Security Agreement between Borrower and TBCC (the "Loan Agreement"), any other Loan Document or any other agreement executed in connection herewith or therewith, whether or not for the payment of money, whether arising by reason of an extension of credit, opening, guaranteeing or confirming of a letter of credit, loan, guaranty, indemnification or in any other manner, whether direct or indirect (including those acquired by assignment, purchase, discount or otherwise), whether absolute or contingent, due or to become due, now due or hereafter arising and however acquired. The term "Indebtedness" includes, without limitation, all interest (including interest accruing on or after an Insolvency Event, whether or not an allowed claim), charges, expenses, commitment, facility, closing and collateral management fees, letter of credit fees, reasonable attorneys' fees, and any other sum chargeable to Borrower under the Loan Agreement or the other Loan Documents. (Capitalized terms used in this Guaranty, which are not defined, shall have the meanings set forth in the Loan Agreement.) As used herein, the term "Borrower" shall include any successor to the Lenderbusiness and assets of Borrower, arising out and shall also include Borrower in its capacity as a debtor or debtor in possession under the federal Bankruptcy Code, and any trustee, custodian or receiver for Borrower or any of those certain Senior Convertible Promissory Notes (as amended its assets, should Borrower hereafter become the subject of any bankruptcy or insolvency proceeding, voluntary or involuntary; and all indebtedness, liabilities and obligations incurred by any such person shall be included in the Indebtedness guaranteed hereby. This Guaranty is given in consideration for credit and other financial accommodations which may, from time to time, the “Notes”) made be given by the TBCC to Borrower in favor TBCC's sole discretion, but Guarantor acknowledges and agrees that acceptance by TBCC 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 this Guaranty shall not be affected constitute a commitment of any kind by TBCC to extend such credit or other financial accommodation to Borrower or to permit Borrower to incur Indebtedness to TBCC. All sums due under this Guaranty shall bear interest from the genuineness, validity, regularity or enforceability date due until the date paid at the highest rate charged with respect to any 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 lawIndebtedness.

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 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 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 undersigned (the “Additional 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 and performance 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 of the Guaranteed Obligations, whether now or hereafter existing, and whether due or to become due, including principal, interest (including interest at the contract rate applicable upon default accrued or accruing after the commencement of any proceeding under the Bankruptcy Code or any applicable provisions of comparable state or foreign law, whether or not such interest is an allowed claim in such proceeding), fees and costs of collection. This Guaranty constitutes a guaranty of payment and performance and not merely as a guaranty of collection. (b) The Additional 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 Guaranteed 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 of (ii) 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 proceeds of any proceeding Collateral are required to be returned by any Guaranteed Party to Borrower, its estate, trustee, receiver or any other Person, including any Guarantor, under any Debtor Relief Laws (collectivelyLaw, equitable cause or any other requirement of Law, then, to the extent of such payment or repayment, the “Guaranteed Obligations”)Additional Guarantor’s liability hereunder (and any Lien or other Security securing such liability) shall be and remain in full force and effect, as fully as if such payment had never been made. The Lender’s books and records showing the amount If, prior to any of the Guaranteed Obligations foregoing, the Guaranty shall have been cancelled or surrendered (and if any Lien or other Security securing the Additional Guarantor’s liability hereunder shall have been released or terminated by virtue of such cancellation or surrender), the Guaranty (and such Lien or 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 Additional Guarantor under this Guarantyin respect of the amount of such payment (or any Lien or other Collateral securing such obligation). Any transfer by subrogation which is made as contemplated in Section 7 of the Guaranty prior to any such payment or payments shall (regardless of the terms of such transfer) be automatically voided upon the making of any such payment or payments, and all rights so transferred shall thereupon revert to and be vested in the Guaranteed Parties. If either Borrower or any other Obligor shall for any reason fail to perform promptly any Guaranteed Obligation as and when such Guaranteed Obligation shall become due and, in the case of a payment obligation, payable (whether by stated maturity, acceleration or otherwise), the Additional Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all will jointly with the other Guarantors and severally forthwith, upon demand by Administrative Agent, on behalf of the foregoing. Anything contained herein Guaranteed Parties, cause such Guaranteed Obligation to be performed or, if specified by Administrative Agent, provide sufficient funds, in such amount and manner as Administrative Agent shall in good faith determine, for the prompt, full and faithful performance of such Guaranteed Obligation by Administrative Agent or such other Person as Administrative Agent shall designate. (c) Any term or provision of the Guaranty or any other Loan Document to the contrary notwithstanding, the obligations maximum aggregate amount of the Guaranteed Obligations for which the Additional Guarantor hereunder at any time shall be limited to an aggregate liable shall not exceed the maximum amount equal for which the Additional Guarantor can be liable without rendering the Guaranty or any other Loan Document, as it relates to the largest amount that would not render its obligations hereunder Additional Guarantor, subject to avoidance as a under applicable law relating to fraudulent conveyance or fraudulent transfer or conveyance under (including Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable applicable provisions of any other applicable Debtor Relief Law) (collectively, “Fraudulent Transfer Laws”), in each case after giving effect (i) to all other liabilities of the Additional Guarantor, contingent or otherwise, that are relevant under such Fraudulent Transfer Laws and (ii) to the value of assets of the Additional Guarantor (as determined under the applicable provisions of such Fraudulent Transfer Laws) after giving effect to any rights to subrogation, contribution, reimbursement, indemnity or similar federal rights held by the Additional Guarantor pursuant to (A) applicable requirements of Law, (B) Section 3 of the Guaranty or state law(C) any other contractual obligations providing for an equitable allocation among the Additional Guarantor and other Subsidiaries or Affiliates of Borrower of obligations arising under the Guaranty or other guaranties of the Guaranteed Obligations by such parties.

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 arising under the Loan Documents, of every kindkind and description, nature whether now existing or hereafter arising and character, whether direct or indirect, absolute or contingent, due or to become due, liquidated or unliquidated, voluntary matured or involuntary unmatured, participated in whole or in part, whether or not secured by additional collateral and whether for principalall agreements, interestinstruments and documents evidencing, premiums, fees indemnities, damages, costs, expenses securing or otherwise, otherwise executed in connection with any of the foregoing, together with any amendments, modifications, and restatements thereof, and all expenses and attorneys' fees reasonably incurred, including such fees and expenses incurred in collection or enforcement of the obligations of other guarantors, if any,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 foregoing (collectively, the "Obligations") regardless of any defense, right of set-off or claims which Borrower to or Guarantor may have against Beneficiary. (b) This Guaranty is an absolute, present andcontinuing 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 “Notes”) made 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 reasonably paid or incurred in connection therewith, including such fees and expenses incurred in collection or enforcement of the obligations of other guarantors, if any. 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 at to proceed against any time shall 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 an aggregate amount equal all defenses set forth in the Uniform Commercial Code, as revised from time to time (the "UCC") to the largest amount that would not render its obligations hereunder subject to avoidance as full extent such 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 lawwaiver is permitted thereby.

Guaranty. The (a) In order to induce the Lenders to participate in the Exchange and purchase New Preferred and Additional Warrants from Company pursuant to the Purchase Agreement, each Guarantor hereby absolutely jointly and severally irrevocably and unconditionally guaranteesguaranties, as a guaranty of payment and performance primary obligor and not merely as a guaranty surety, the due and punctual payment in full of collection, prompt payment all Guarantied Obligations (as hereinafter defined) when the same shall become due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise. The term "Guarantied Obligations" means, collectively, (i) the unpaid principal and interest on the Amended and Restated Notes (including interest accruing at all times thereafter, the then applicable rate provided in the Purchase Agreement and/or the Amended and Restated Notes after the Maturity Date or any acceleration thereof pursuant to the terms of the Purchase Agreement and/or any Amended and Restated Note and interest accruing at the then applicable rate provided in the Purchase Agreement and/or the Amended and Restated Notes after the commencement of any insolvency, reorganization or like proceeding relating to any Guarantor), (ii) to the extent applicable, any redemptions required to be made on the New Preferred or Conversion Preferred or dividends required to be paid in respect of the New Preferred or Conversion Preferred, in each case in accordance with the terms of the Certificate of Designation (as defined below) and (iii) all existing and future indebtedness other monetary obligations and liabilities of every kindCompany or any Guarantor to the Beneficiaries, nature and character, whether direct or indirect, absolute or contingent, liquidated due or unliquidatedto become due, voluntary or involuntary now existing or hereafter incurred, which may arise under, out of or in connection with the Amended and Restated Notes, New Preferred, Conversion Preferred, Warrants, Purchase Agreement and other Transaction Agreements, in each case whether for on account of principal, interest, premiumsdividends, fees right of redemption, reimbursement obligations, fees, indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender, arising out of those certain Senior Convertible Promissory Notes (as amended from time to time, the “Notes”) made by the Borrower in favor of the Lender, and sold by the Borrower to the Lender under the Note Purchase Agreement dated as of the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) otherwise (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred disbursements of counsel to the Beneficiaries that are required to be paid by the Lender in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness and liabilities may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute Company or any other liquidation, conservatorship, bankruptcy, assignment for Guarantor pursuant to the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the Borrower terms of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The Lender’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing). Anything contained herein As used herein, the term "Certificate of Designation" means the Certificate of Designation, setting forth, among other matters, the rights, preferences and privileges of the New Preferred and Conversion Preferred, in the form of Exhibit D attached to the contrary notwithstanding, the obligations of the Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state lawPurchase Agreement.

Guaranty. The Guarantor hereby absolutely Each of the Guarantors unconditionally and unconditionally guaranteesirrevocably, as a guaranty of payment jointly and performance severally guarantees to the Administrative Agent, the Co-Lead Arrangers and not merely as a guaranty of collectionthe Lenders, 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 law. The foregoing indebtedness, liabilities and other obligations of Holdings shall hereinafter be collectively referred to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws (collectively, as the “Guaranteed Obligations”). .” The Lender’s books and records showing the amount of 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 Guarantor hereby absolutely and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all existing and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender, arising out of those certain Senior Convertible Promissory Notes (as amended from time to time, the “Notes”) made by the Borrower in favor of the Lender, and sold by the Borrower to the Lender under the Note Purchase Agreement dated as of the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) (including all renewals, extensions, amendments, refinancings and other modifications thereof thereof) arising under that certain Amended and all costsRestated Credit Agreement dated as of December , reasonable attorneys’ fees and expenses incurred by 2009 among the Borrower, the Lender and the lenders party thereto (the “Credit Agreement”) (including all “Obligations” as defined in the Credit Agreement) and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the collection or enforcement thereof), Credit Agreement and whether recovery upon such indebtedness and liabilities may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The Lender’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed ObligationsObligations absent manifest error. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this GuarantyGuaranty (other than manifest error or the prior payment of such Guaranteed Obligations), and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state law.

Guaranty. The Guarantor hereby undersigned “Guarantor” absolutely and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, guarantees the prompt payment when dueto Lender, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, including its successors and at all times thereafterassignees, of any and all Loan Obligations. Guarantor further agrees to repay the Loan Obligations on demand, without requiring Lender first to enforce payment against Borrower. This is a guarantee of payment and not of collection. This is an absolute, unconditional, primary, and continuing obligation and will remain in full force and effect until the first to occur of the following: (i) all of the Loan Obligations have been indefeasibly paid in full, and Lender has terminated this Guaranty, or (ii) 30 days after the date on which written notice of revocation is actually received and accepted by Lender. No revocation will affect: (i) the then existing and future indebtedness and liabilities of every kindthe revoking Guarantor under this Guaranty; (ii) Loan Obligations created, nature contracted, assumed, acquired or incurred prior to the effective date of such revocation; (iii) Loan Obligations created, contracted, assumed, acquired or incurred after the effective date of such revocation pursuant to any agreement entered into or commitment obtained prior to the effective date of such revocation; or (iv) any Loan Obligations then or thereafter arising under the agreements or instruments then in effect and characterthen evidencing the Loan Obligations. Guarantor waives all notices to which the Guarantor might otherwise be entitled by law, direct and also waives all defenses, legal or indirectequitable, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, otherwise available to the Guarantor. This Guaranty shall be construed in accordance with the laws of the Borrower State of Arizona, and shall inure to the benefit of Lender, its successors and assigns. To the extent not prohibited by applicable law, the Guarantor waives its right to a trial by jury of any claim or cause of action based upon, arising out of those certain Senior Convertible Promissory Notes (as amended from time or related to timethis guaranty, 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 (hereinafterdocumentation evidencing the Loan Obligations, 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 legal action or proceeding, and . Any such claim or cause of action 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 tried by the genuinenesscourt sitting without a jury in Scottsdale, 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 lawAZ.

Guaranty. The Guarantor In consideration of and as an inducement to financial accommodations made or to be made by CENTRAL BANK OF JEFFERSON COUNTY, INC. ("Lender") to Lightyear Network Solutions, LLC ("Debtor"), and other good and valuable consideration the receipt of which is acknowledged, C▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ("Guarantor") hereby absolutely and unconditionally guarantees, as a guaranty of guarantees Lender the prompt payment and performance of the following (hereinafter collectively referred to as the "Obligations"): all loans, advances, debts, liabilities, obligations, covenants and not merely as a guaranty duties owing to Lender from Debtor of collectionany kind or nature, prompt payment when duepresent or future, whether at stated maturityor not evidenced by any note, guaranty or other instrument, including but not limited to those arising under: (i) the Commercial Note given by required prepaymentDebtor to Lender of even date herewith in the original principal amount of $500,000.00, upon acceleration(ii) any other agreement, demand instrument or document, whether or not for the payment of money, whether arising by reason of an extension of credit, opening of a letter of credit, loan, guaranty, indemnification or in any other manner, whether direct or indirect (including those acquired by assignment, participation, purchase, negotiation, discount 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 joint or unliquidatedseveral, voluntary due or involuntary to become due, now existing or hereafter arising 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 not contemplated by the Borrower in favor of the Lender, and sold by the Borrower to the Debtor or Lender under the Note Purchase Agreement dated as of the date hereof (hereof; and as amended from time to timeall of the foregoing, including any amendments, modifications, or superceding documents to each of the foregoing; and all charges, expenses, fees, including but not limited to reasonable attorneys' fees, and any other sums chargeable to Debtor under any of the Obligations. Notwithstanding the foregoing, 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 maximum aggregate liability of the Guarantor under this GuarantyGuaranty for the Obligations shall not exceed $500,000.00, plus interest accruing on the guaranteed indebtedness, and fees, charges and costs of collecting the guaranteed indebtedness, including reasonable attorneys' fees (the "Maximum Liability Amount"). The Obligations under this Agreement shall be in addition to the maximum aggregate liability of Guarantor hereby irrevocably waives or any defenses it may now have other guarantor to Lender under any guaranty agreement of Guarantor or any other guarantor heretofore 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 lawgiven.

Guaranty. The Guarantor hereby Guarantors, jointly and severally, absolutely and unconditionally guaranteesguarantee to the Agent, for the benefit of the Lenders and itself as Agent, that the Borrowers will promptly perform and observe every agreement and condition contained in that certain Credit Agreement dated of even date herewith among the Borrowers and the Agent and the lending institutions which from time to time become a party thereto (individually a "Lender" and collectively the "Lenders"), and as the same may be amended from time to time (the "Credit Agreement") and the documents executed in connection therewith now or hereafter existing, arising directly between the Borrowers or the Guarantors and the Lenders or Agent or acquired outright, conditionally, as a participation or as collateral security from another by the Lenders or Agent, absolute or contingent, joint and/or several, secured or unsecured, due or not due, contractual or tortuous, liquidated or unliquidated, arising by operation of law or otherwise, direct or indirect (a "Credit Arrangement") to be performed or observed by the Borrowers, that all sums stated to be payable in, or which become payable under the Credit Agreement or any Credit Arrangement, will be promptly paid in full when due, whether at maturity or earlier by reason of acceleration or otherwise, or, if now due, when payment thereof shall be demanded by Agent, together with interest and any and all legal and other costs and expenses paid or incurred in connection therewith by Agent and/or the Lenders (collectively, the "Guaranteed Obligations"), and, in case of one or more extensions of time of payment or renewals, in whole or in part, under the Credit Agreement or of any Credit Arrangement or obligation, that the same will be promptly paid or performed when due, according to each such extension or renewal, whether at maturity or earlier by reason of acceleration or otherwise. The Guarantors agree that, as between the Guarantors and Agent, the Guaranteed Obligations may be declared to be due and payable for purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any such declaration as against any Borrower and that, in the event of any such declaration (or attempted declaration), the Guaranteed Obligations (whether or not due and payable by the Borrowers) shall forthwith become due and payable by the Guarantors for purposes of this Guaranty. The Guarantors further guarantee that all payments made by the Borrowers to Agent for the benefit of the Lenders or itself as Agent of any Guaranteed Obligation will, when made, be final and agrees that if any such payment is recovered from, or repaid by, Agent or any of the Lenders in whole or in part by reason of any bankruptcy, insolvency or similar proceeding instituted by or against any Borrower, this Guaranty shall continue to be fully applicable to such obligation to the same extent as though the payment so recovered or repaid had never been originally made on such obligation. The Guarantors, and by their acceptance of this Guaranty, the Agent and each other Lender, hereby confirm that it is the intention of all such parties that this Guaranty not constitute a fraudulent transfer or conveyance for purposes of any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, state or foreign law which may be applicable to this Guaranty. To effectuate the foregoing intention, the Agent, the other Lenders and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of the Guarantors under this Guaranty shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Guarantors that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other guarantor of the Guaranteed Obligations, result in the Guaranteed Obligations of the Guarantors under this Guaranty not constituting a fraudulent transfer or conveyance. For purposes hereof, "Bankruptcy Law" means Title 11, U.S. Code, or any similar federal or state law for the relief of debtors. This is 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 Obligationsonly. This Guaranty shall not be affected by is enforceable irrespective of the genuineness, validity, regularity or enforceability of any instrument, writing or arrangement relating to the Credit Agreement or the subject of a Credit Arrangement or the obligations thereunder and irrespective of any present or future law or order of any government (whether of right or in fact and whether Agent shall have consented thereto) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any obligation of the Borrowers or other obligor or to vary the terms of payment. Consents and Waivers. Each Guarantor hereby consents that from time to time, without notice to or further consent of such Guarantor, the performance or observance by the Borrowers under the Credit Agreement or of any Credit Arrangement or Guaranteed Obligation may be waived or the time of performance thereof extended by the Agent, and payment of any Guaranteed Obligation may be accelerated in accordance with any agreement governing the same, or may be extended, or the Credit Agreement or any Credit Arrangement may be renewed in whole or in part, or the terms of the Credit Agreement or any Credit Arrangement or any part thereof may be changed, including increase or decrease in the rate of interest thereon, or any collateral therefor may be exchanged, surrendered or otherwise dealt with as Agent may determine, or the Lenders may require or any co guarantor or any other party liable upon or in respect of any obligation may be released, and any of the acts mentioned in the Credit Agreement or any Credit Arrangement may be done, all without notice to or affecting the liability of the Guarantors hereunder. Each Guarantor waives notice of acceptance of this Guaranty and of the creation of any Guaranteed Obligations. Each Guarantors hereby waives presentment of any instrument, demand for payment, protest and notice of non payment or protest thereof or of any exchange, sale, surrender or other handling or disposition of any such collateral, and any requirement that Agent or the Lenders exhaust any right, power or remedy or proceed against the Borrowers under the Credit Agreement or any Credit Arrangement or against any other person under any other guaranty of, or security for, any of the Guaranteed Obligations. Each Guarantor hereby further waives any defense whatsoever which might constitute a defense available to, or discharge of, any Borrower or any Guarantor, other than final and irrevocable payment in full of the Guaranteed Obligations. No payment by the Guarantors pursuant to any provision hereunder shall entitle the Guarantors, by subrogation to the rights of Agent or the Lenders or otherwise, to any payment by the Borrowers (or out of the property of the Borrowers) except after payment in full of all sums (including interest, costs and expenses) which may be or become payable by the Borrowers to Agent, for the benefit of the Lenders or itself as Agent at any time or from time to time, unless 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 lawpaid in full.

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 LenderAdministrative Agent and the 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, 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 Administrative Agent or the 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 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 (a) To induce the Lenders to make the Loans and the Issuers to issue Letters of Credit, each Guarantor hereby absolutely absolutely, unconditionally and unconditionally irrevocably guarantees, jointly with the other Guarantors and severally, as primary obligor and not merely as surety, the full and punctual payment when due and in the currency due, whether at stated maturity or earlier, by reason of acceleration, mandatory prepayment or otherwise in accordance herewith or any other Loan Document, of all the Obligations, whether or not from time to time reduced or extinguished or hereafter increased or incurred, whether or not recovery may be or hereafter may become barred by any statute of limitations, whether or not enforceable as against the Borrower, whether now or hereafter existing, and whether due or to become due, including principal, interest (including interest at the contract rate applicable upon default accrued or accruing after the commencement of any proceeding under the Bankruptcy Code, or any applicable provisions of comparable state or foreign law, whether or not such interest is an allowed claim in such proceeding), fees and costs of collection. This Guaranty constitutes a guaranty of payment and performance and not merely as a guaranty of collection. (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 Guarantor hereby unconditionally, absolutely -------- and unconditionally guaranteesirrevocably guaranties and promises to perform and pay to the order of the Beneficiaries, on demand, in lawful money of the United States of America, any and all Obligations of the Issuer from time to time owed to the Beneficiaries; provided that (a) no payment by the Guarantor shall be required hereunder with ------------- respect to any of the Obligations unless and until the Issuer has failed to pay such Obligation as and when due (whether by acceleration, lapse of time or otherwise); (b) no demand, resort or other action against the Issuer, any other Person or any Collateral shall be required before payment by the Guarantor is required hereunder and (c) this Guaranty is a continuing guaranty of performance and payment and performance (and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, ). The term "Obligations" is used ----------- herein in its most comprehensive sense and at all times thereafter, of includes any and all existing present and future indebtedness obligations and liabilities of the Issuer of every kindtype and description to any Beneficiary, nature or any of its successors or assigns, or any Person entitled to indemnification, under the Agreements or the Notes (including, without limitation, the Series A-2 and characterSeries A-3 Notes assumed by the Issuer pursuant to the terms of the Assumption Agreements), direct whether relating to the performance of any covenant, undertaking or indirectany other agreement, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiumsMakewhole Amount, reimbursement obligations, fees, expenses, indemnities or other amounts (including attorneys' fees indemnitiesand expenses), damagesin each case whether due or not due, costsdirect or indirect, expenses joint or otherwiseseveral, of the Borrower to the Lenderabsolute or contingent, arising out of those certain Senior Convertible Promissory Notes (as amended voluntary or involuntary, liquidated or unliquidated, determined or undetermined, now or hereafter existing, renewed or restructured, whether or not from time to timetime decreased or extinguished and later increased, created or incurred, whether or not arising after the “Notes”) made by the Borrower in favor commencement of the Lender, and sold by the Borrower to the Lender under the Note Purchase Agreement dated as of the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness and liabilities may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any a proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), including post-petition interest) and whether or not allowed or allowable as a claim in any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”)such proceeding, and including interest that accrues after the commencement by whether or against the Borrower not recovery of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”)such obligation or liability may be barred by a statute of limitations or such obligation or liability may otherwise be unenforceable. The Lender’s books and records showing the amount of the Guaranteed All Obligations shall be admissible conclusively presumed to have been created in evidence in any action or proceeding, and reliance on this Guaranty. All payments hereunder shall be binding upon the Guarantor made free and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent clear of any collateral thereforand all deductions, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations withholdings and setoffs, including withholdings on account of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state lawtaxes.

Guaranty. The Guarantor hereby absolutely 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 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 including the NotesL/C Obligations and the L/C Issuer Documents) (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 Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The LenderAdministrative Agent’s books and records showing the amount of the Guaranteed Obligations shall shall, absent manifest error, 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 (other than payment in full of 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 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) Each Guarantor hereby irrevocably, absolutely and unconditionally guaranteesguarantees to Agent, as a guaranty its successors and assigns, for its benefit and for the ratable benefit of the Banks, the full and punctual payment and or performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon declaration, acceleration, demand or otherwise, and at 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, of the Borrower Obligations, including Obligations in respect of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code or the operation of Sections 502(b) and 506(b) of the Bankruptcy Code. This Guaranty constitutes a guaranty of payment and performance when due and not of collection, and each Guarantor specifically agrees that it shall not be necessary or required that each Bank exercise any right, assert any claim or demand or enforce any remedy whatsoever against the Company (or any other Person) before or as a condition to the Lenderobligations of the Guarantors hereunder. Each Bank may permit the indebtedness of the Company to such Bank to include indebtedness other than the Obligations, arising out and may apply any amounts received from any source, other than from the Guarantors, to that portion of those certain Senior Convertible Promissory Notes the Company's indebtedness to such Bank which is not a part of the Obligations. (as amended from time b) It is understood that although the amount of the Obligations guaranteed hereby is not limited, if in any action or proceeding involving any state, federal or foreign bankruptcy, insolvency or other law affecting the rights of creditors generally, this Guaranty would be held or determined to timebe void, invalid or unenforceable against any Guarantor on account of the amount of its aggregate liability under this Guaranty, then, notwithstanding any other provision of this Guaranty to the contrary, the “Notes”) made by the Borrower in favor aggregate amount of such Guarantor's liability hereunder shall, without any further action of the LenderAgent, be automatically limited and sold by the Borrower reduced to the Lender under highest amount which is valid and enforceable as determined in such action or proceeding. (c) Notwithstanding anything contained in this Guaranty, if in any action or proceeding involving any state, federal or foreign bankruptcy, insolvency or other law affecting the Note Purchase Agreement dated as rights of creditors generally, it is determined that the laws of the Commonwealth of Kentucky shall apply to this Guaranty then the following shall apply: (i) The maximum aggregate principal amount of this Guaranty shall not exceed $25,000,000 ("Maximum Aggregate Liability"), plus interest on the Obligations accruing from the date hereof of and pursuant to the instrument(s) creating or evidencing the Obligations, or if there are no such instruments, from the date the Obligations were incurred until the Obligations have been repaid or otherwise satisfied in full to the Banks (as amended from time to timethe "Interest"), the “NPA”) between the Borrower and Lender, and plus 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 costs and expenses incurred by the Lender Agent and the Banks in connection with collecting or attempting to collect the collection Obligations or enforcement thereof), and whether recovery upon such indebtedness and liabilities may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against incurred in attempting to enforce this Guaranty (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”"Costs"). The Lender’s books Maximum Aggregate Liability does not include Interest and records showing Costs and shall be in addition to the amount Maximum Aggregate Liability of any Guarantor to the Agent or the Banks under any other guaranty of any of the Guaranteed Obligations Guarantors heretofore or hereafter given; and (ii) With respect to the Obligations, this Guaranty shall terminate on January 1, 2005 (the "Limitation Date"). The words terminate and termination in the preceding sentence shall be admissible given the same use and effect as set forth in evidence KRS 371.065, as amended and effective in any action or proceedingJuly, 1990, and shall hereinafter be binding upon referred to as the Guarantor and conclusive for the purpose "Limitation." The Limitation of establishing the amount of the Guaranteed Obligations. This this Guaranty shall not affect in any manner the Obligations created or incurred on or prior to and existing on the Limitation Date and shall not affect any renewals, extensions, modifications or revivals of, Interest accruing on, or Costs incurred with respect to, the Obligations on or after the Limitation Date. The sole effect of the Limitation of this Guaranty shall be affected to exclude from the Obligations all liabilities and Obligations arising out of additional loans, advances, discounts, or credit extensions made by the genuinenessBanks to the Company after the Limitation Date which are not renewals, validityextensions, regularity modifications or enforceability revivals of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state law.

Guaranty. The Guarantor hereby absolutely unconditionally and unconditionally guaranteesirrevocably guarantees to the Guaranteed Parties, as a guaranty of payment and performance their respective successors, endorsees, transferees and not merely as a guaranty of collectionassigns, the full and prompt payment when due, due (whether at stated maturity, by required prepayment, upon declaration, acceleration, demand or otherwise) and performance of the indebtedness, liabilities and other obligations of the Borrowers 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 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 Borrowers under or in connection with the Credit Agreement, the Notes and the other Loan Documents, and at all times thereafter, of other amounts payable by the Borrowers to the Guaranteed Parties thereunder or in connection therewith. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include any and all advances, debts, obligations and liabilities, now existing or hereafter arising, whether voluntary or involuntary and future indebtedness and liabilities of every kind, nature and character, direct whether due or indirectnot due, absolute or contingent, liquidated or unliquidated, voluntary determined or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender, arising out of those certain Senior Convertible Promissory Notes (as amended from time to time, the “Notes”) made by the Borrower in favor of the Lender, and sold by the Borrower to the Lender under the Note Purchase Agreement dated as of the date hereof (as amended from time to time, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined in the Notes) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof)undetermined, and whether recovery upon such indebtedness indebtedness, liabilities and liabilities obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”)Law, and including interest that accrues after the commencement by or against the any Borrower or any Loan Document Party 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 Borrowers, 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 (a) Guarantor hereby absolutely unconditionally guarantees the punctual payment of, and unconditionally guaranteespromises to pay, 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 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 the Company, any Subsidiary 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 the Chief Financial Officer Company under any chapter of the Bankruptcy ▇▇▇▇ ▇▇ ▇▇▇▇, fees indemnities▇▇ ▇.▇.▇. (▇)▇▇▇ et -- seq. whether or not a claim is allowed for the same in any such proceeding), damages--- premium, 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 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 Guarantor in respect of intercompany indebtedness to the Company or state lawother Affiliates of the Company to the extent that such indebtedness would be discharged in an amount equal to the amount paid by Guarantor hereunder) and after giving effect as assets, subject to Paragraph 4(a) hereof, to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation or contribution of Guarantor pursuant to (i) Applicable Law or (ii) any agreement providing for an equitable allocation among Guarantor and other Affiliates of the Company of obligations arising under guaranties by such parties.

Guaranty. The Guarantor For and in consideration of the Buyer’s purchase of assets pursuant to that certain Asset Purchase Agreement (the “Agreement”), effective as of May __, 2004, by and among PT Centers Inc., a Texas corporation ("Buyer") and Infinity Group 514, ______, a _____________ ("Seller"), and acknowledging that Buyer would not enter into the Agreement without the benefit of this guaranty, ▇▇▇▇▇ ▇▇▇▇▇ ("Wiley") hereby absolutely agrees to the following: Wiley hereby guarantees to Buyer the full and unconditionally guarantees, as a guaranty of payment and prompt performance and payment by Seller of all of their obligations to Buyer under the Agreement and any other agreement, instrument or document executed in connection with the Agreement (collectively, the "Transaction Agreements"), including without limitation, all indemnification and noncompetition obligations. If Seller does not merely as a guaranty perform its obligations in strict accordance with the Transaction Agreements, Wiley shall immediately pay all amounts due thereunder and otherwise proceed to complete the Transaction Agreements and satisfy all of collectionSeller's obligations under such Transaction Agreements. Wiley waives (i) any right to require Buyer to proceed against Seller or exhaust any remedies against Seller, prompt payment when due, whether at stated maturity, (ii) any defense arising by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, reason of any and all existing and future indebtedness and liabilities disability or other defense of every kind, nature and character, direct Seller or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, by reason of any cessation from any cause whatsoever of the Borrower to the Lenderliability of Seller, (iii) any defense arising out of those certain Senior Convertible Promissory Notes the absence, impairment or loss of any right of reimbursement or subrogation or any other rights against Seller. If Seller becomes insolvent or is adjudicated bankrupt or files a petition for reorganization, arrangement, composition or similar relief under any present or future provision of the United States Bankruptcy Code, or if such a petition is filed against Seller, Wiley agrees that its liability hereunder shall not thereby be affected or modified and such liability shall continue in full force and effect as if no such action or proceeding had occurred. Wiley represents and warrants to Buyer that (as amended from time to time, i) the “Notes”) representations made by Seller in the Borrower in favor of the Lender, Transaction Agreements are true and sold by the Borrower to the Lender under the Note Purchase Agreement dated correct as of the date hereof made and as of the Closing Date of the Transaction Agreements and (as amended from time to timeii) this guaranty constitutes a valid and binding obligation, the “NPA”) between the Borrower and Lender, and all other Transaction Documents (hereinafter, as such term is defined enforceable against Wiley in the Notes) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred accordance with its terms. This guaranty shall be governed 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 State of Texas, without regard to time in effect and affecting the rights conflicts 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 lawlaws principles.

Guaranty. The Guarantor hereby absolutely and unconditionally guaranteesguarantees to the Agent, for the benefit of the Agent and the Lenders, 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, otherwise of any and all existing Advances to, and future indebtedness all debts, liabilities and liabilities of every kindobligations (including the obligation to pay principal, nature interest, charges, expenses, fees and characterindemnities), whether direct or indirectindirect (including those acquired by assumption), absolute or contingent, liquidated due or unliquidatedto become due, voluntary now existing or involuntary hereafter arising (and including interest and fees that accrue after the commencement of any hearing under any Debtor Relief Laws naming any Borrower as the debtor in such proceeding, regardless of whether for principalsuch interest and fees are allowed in such proceeding), interest, premiums, fees indemnities, damages, costs, expenses or otherwisein each case, of each of the Borrower to Borrowers (collectively, the Lender“Obligations”) under that certain Second Amended and Restated Credit Agreement, arising out dated as of those certain Senior Convertible Promissory Notes August 25, 2020 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “NotesCredit Agreement”) made by ), among 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 timeBorrowers, 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 Lenders party thereto from time to time and Citibank, N.A., as Agent. All capitalized terms used herein without definition shall have the meaning ascribed to such terms 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”)Credit Agreement. The LenderAgent’s and Lenders’ books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and and, absent demonstrable error, shall be binding upon the Guarantor and conclusive prima facie evidence for the purpose of establishing the amount of the Guaranteed Obligations. This To the extent permitted by law, this Guaranty (the “Guaranty”) shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations against the Company 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 Obligations of the Guarantor under this GuarantyGuaranty (other than a defense of payment or performance), and and, to the extent permitted by law, 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 foregoing (other than a defense 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 payment or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state lawperformance).

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