Common use of Guaranty Clause in Contracts

Guaranty. (a) Each Loan Guarantor hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, and absolutely and unconditionally guarantees to the Lenders the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations (collectively the “Guaranteed Obligations”). Each Loan Guarantor further agrees that the Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. For the avoidance of doubt, unless required by applicable law, the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary of the U.S. Borrower shall be treated as a primary obligor of the U.S. Borrower Guaranteed Obligations for U.S. federal and state tax purposes. (b) The U.S. Borrower hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, and absolutely and unconditionally guarantees to the Lenders the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations (other than Secured Obligations that are expressly the obligations of the U.S. Borrower pursuant to the terms of any Loan Document, Hedge Agreement or Cash Management Agreement, which Secured Obligations shall continue to be the primary obligations of the U.S. Borrower) (collectively the “U.S. Borrower Guaranteed Obligations”). The U.S. Borrower further agrees that the U.S. Borrower Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. The provisions of this Article X (other than Section 10.12) shall apply equally to the U.S. Borrower as guarantor of the U.S. Borrower Guaranteed Obligations as to the Loan Guarantors as guarantors of the Guaranteed Obligations.

Guaranty. (a) Each Loan The Parent Guarantor hereby agrees that it is jointly unconditionally and severally liable forirrevocably guarantees, andfor payment and not for collection, and as primary obligor and not merely as surety, and absolutely and unconditionally guarantees to the Administrative Agent, for the ratable benefit of the Lenders and their respective successors, indorsees, transferees and assigns the prompt and complete payment and performance when due, due (whether at the stated maturity, upon by acceleration or otherwise, and at all times thereafter, ) of the Secured Obligations (collectively the “Guaranteed Obligations”). Each Loan Guarantor further agrees that the Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. For the avoidance of doubt, unless required by applicable law, the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary of the U.S. Borrower shall be treated as a primary obligor of the U.S. Borrower Guaranteed Obligations for U.S. federal and state tax purposes. (b) The U.S. Borrower hereby agrees that it is jointly and severally liable forIn any action or proceeding involving any state corporate law, andor any state, as primary obligor and not merely as suretyfederal or foreign bankruptcy, and absolutely and unconditionally guarantees to insolvency, reorganization or other law affecting the Lenders the prompt payment when duerights of creditors generally, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations (other than Secured Obligations that are expressly if the obligations of the U.S. Borrower pursuant to the terms of any Loan Document, Hedge Agreement Parent Guarantor under this Article X would otherwise be held or Cash Management Agreement, which Secured Obligations shall continue determined to be the primary obligations avoidable, invalid or unenforceable on account of the U.S. Borrower) (collectively amount of the “U.S. Borrower Guaranteed Obligations”). The U.S. Borrower further agrees that the U.S. Borrower Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from itParent Guarantor’s liability under this Article X, and that it remains bound upon its guarantee then, notwithstanding any such extension or renewal. The provisions other provision of this Article X to the contrary, the amount of such liability shall, without any further action by the Parent Guarantor or the Administrative Agent or any Lender, be automatically limited and reduced to the highest amount that is valid and enforceable as determined in such action or proceeding (such highest amount determined hereunder being the Parent Guarantor’s “Maximum Liability”). This Section 10.01(b) with respect to the Maximum Liability of the Parent Guarantor is intended solely to preserve the rights of the Administrative Agent and the Lenders to the maximum extent not subject to avoidance under applicable law. The Parent Guarantor agrees that the Obligations may at any time and from time to time exceed the Maximum Liability of the Parent Guarantor hereunder without impairing this guarantee or affecting the rights and remedies of the Administrative Agent or any Lender hereunder; provided that, nothing in this sentence shall be construed to increase the Parent Guarantor’s obligations hereunder beyond its Maximum Liability. (c) This guarantee shall remain in full force and effect until all the Obligations shall have been satisfied by payment in full in immediately available funds and the Commitments have been terminated. (d) No payment made by the Parent Guarantor, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Parent Guarantor, any guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Parent Guarantor hereunder which shall, notwithstanding any such payment (other than Section 10.12) shall apply equally to any payment made by the U.S. Borrower as guarantor Parent Guarantor in respect of the U.S. Borrower Guaranteed Obligations as to or any payment received or collected from the Loan Guarantors as guarantors Parent Guarantor in respect of the Guaranteed Obligations), remain liable for the Obligations until the Obligations shall have been satisfied by payment in full in immediately available funds and the Commitments have been terminated.

Guaranty. 30.01 IDEXX Parent hereby guarantees to OCD the due performance and observance by IDEXX of all of the provisions of the Agreement to be performed and observed by it under this Agreement, for which IDEXX Parent shall be jointly and severally liable, without requiring any notice of non-payment, non-performance or non-observance, or proof of notice or demand, all of which IDEXX Parent hereby waives. OCD may proceed against IDEXX Parent separately or jointly, before, after or simultaneously with proceeding against IDEXX for default. This guaranty shall not be terminated, affected or impaired in any way by reason of (ai) Each Loan Guarantor the assertion by OCD against IDEXX of any of the rights or remedies reserved to OCD under this Agreement, (ii) the commencement by OCD of any proceedings against IDEXX, (iii) the granting by OCD of any extensions of time or indulgence to IDEXX, (iv) any change in or amendment to this Agreement, or (v) any payment or performance being invalid in connection with any bankruptcy, insolvency, reorganization or similar proceedings in respect to IDEXX. This guaranty is absolute and unconditional and shall continue in full force and effect as to any renewal, extension, amendment, addition, assignment or transfer or other modification of this Agreement, whether or not IDEXX Parent shall have been notified of or consented to any such action, and regardless of bankruptcy or insolvency of IDEXX or the actual or purported rejection by a trustee in such bankruptcy of this Agreement or any limitation on any claim in such bankruptcy for damages resulting from the actual or purported termination of this Agreement or the enforceability in such bankruptcy of this Agreement. IDEXX Parent hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, and absolutely and unconditionally guarantees to the Lenders the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations (collectively the “Guaranteed Obligations”). Each Loan Guarantor further agrees that the Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. For the avoidance of doubt, unless required by applicable law, the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary of the U.S. Borrower shall be treated as a primary obligor of the U.S. Borrower Guaranteed Obligations for U.S. federal and state tax purposes. (b) The U.S. Borrower hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, and absolutely and unconditionally guarantees to the Lenders the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations (other than Secured Obligations that are expressly the obligations of the U.S. Borrower pursuant to the terms of any Loan Document, Hedge Agreement or Cash Management Agreement, which Secured Obligations this guaranty shall continue to be effective or shall be reinstated, as the primary obligations case may be, if at any time payment of any sum hereby guaranteed is rescinded or must be otherwise restored or returned by OCD upon the U.S. Borrower) (collectively the “U.S. Borrower Guaranteed Obligations”). The U.S. Borrower further agrees that the U.S. Borrower Guaranteed Obligations may be extended insolvency, bankruptcy or renewed in whole reorganization of IDEXX, or in part without notice to or further assent from itotherwise, and that it remains bound upon its guarantee notwithstanding any all as though such extension or renewal. The provisions of this Article X (other than Section 10.12) shall apply equally to the U.S. Borrower as guarantor of the U.S. Borrower Guaranteed Obligations as to the Loan Guarantors as guarantors of the Guaranteed Obligationspayment had not been made.

Guaranty. (a) Each Loan The Guarantor hereby (i) fully, irrevocably and unconditionally guarantees the due and punctual payment of any and all obligations of the LD Subsidiary owed to the Beneficiary under the Agreement and (ii) acknowledges that any and all amounts payable by the Guarantor hereunder shall be pari passu with all other senior unsecured debt of the Guarantor. (b) This is a continuing Guaranty and a guaranty of payment (not merely of collection), and it shall remain in full force and effect until all amounts payable by the LD Subsidiary to the Beneficiary under the Agreement have been validly, finally and irrevocably paid in full and shall not be affected in any way by the absence of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entity. (c) The Guarantor hereby agrees that it is jointly and severally liable for, andshall not be necessary, as primary obligor a condition precedent to enforcement of this Guaranty, that a suit first be instituted against the LD Subsidiary or that any rights or remedies first be exhausted against the LD Subsidiary and not merely as suretythe Guarantor hereby waives diligence, and absolutely and unconditionally guarantees to presentment, demand on the Lenders the prompt LD Subsidiary for payment when due, whether at stated maturity, upon acceleration or otherwise, filing of claims, requirement of a prior proceeding against the LD Subsidiary and at all times thereafterprotest or notice, of the Secured Obligations (collectively the “Guaranteed Obligations”). Each Loan Guarantor further agrees that the Guaranteed Obligations except as may be extended or renewed provided for in whole or in part without notice the Agreement with respect to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. For amounts payable by the avoidance of doubt, unless required by applicable law, the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary of the U.S. Borrower shall be treated as a primary obligor of the U.S. Borrower Guaranteed Obligations for U.S. federal and state tax purposesLD Subsidiary. (bd) The U.S. Borrower hereby Guarantor agrees that, except by the complete and irrevocable payment of all amounts payable by the LD Subsidiary under the Agreement, its obligations under this Guaranty shall be unconditional and this Guaranty shall not be subject to any defense of set-off, counterclaim, recoupment or termination or discharge whatsoever by reason of the invalidity, illegality or unenforceability of any obligations under this Guaranty or any other defense that it is jointly and severally liable forconstitutes a legal or equitable discharge or defense of a guarantor or surety in its capacity as such irrespective of the existence of any bankruptcy, andinsolvency, as primary obligor and not merely as suretyreorganization or similar proceedings involving the LD Subsidiary or by any other circumstance, and absolutely and unconditionally guarantees including, without limitation (i) assertions of amendment, waivers or forbearance affecting the Agreement or the related collateral; (ii) the LD Subsidiary’s lack of authorization to enter into the Agreement or its disability or bankruptcy; (iii) incomplete performance of the Agreement; (iv) delay by the Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Lenders Guarantor; and (vi) failure to notify the prompt Guarantor. (e) If at any time payment when dueunder the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, whether at stated maturity, upon acceleration bankruptcy or reorganization of the LD Subsidiary or the Guarantor or otherwise, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made. (f) So long as any amount payable by the LD Subsidiary in connection with the Agreement is overdue and unpaid, the Guarantor shall not exercise any right of subrogation. If at all times thereafterany time when any amount is overdue and unpaid the Guarantor receives any amount as a result of any action against the LD Subsidiary or any of its property or assets or otherwise for or on account of any payment made by the Guarantor under this Guaranty, of the Secured Obligations (other than Secured Obligations Guarantor shall forthwith pay that are expressly the obligations of the U.S. Borrower pursuant amount received by it, to the terms of extent necessary to satisfy any Loan Documentsuch amount overdue and unpaid, Hedge Agreement to the Beneficiary, to be credited and applied against the amount so payable by the LD Subsidiary and until payment is made to the Beneficiary the Guarantor shall hold such amounts in trust for the Beneficiary. (g) If the LD Subsidiary merges or Cash Management Agreementconsolidates with or into another entity, which Secured Obligations loses its separate legal identity or ceases to exist, the Guarantor shall nonetheless continue to be liable for the primary obligations payment of all amounts payable by the U.S. Borrower) (collectively LD Subsidiary under the “U.S. Borrower Guaranteed Obligations”). The U.S. Borrower further agrees that the U.S. Borrower Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. The provisions of this Article X (other than Section 10.12) shall apply equally Agreement to the U.S. Borrower as guarantor of extent such amounts are not paid when due by the U.S. Borrower Guaranteed Obligations as to the Loan Guarantors as guarantors of the Guaranteed ObligationsLD Subsidiary.

Guaranty. Except as otherwise provided for herein (a) Each including under Section 3.15), each Loan Guarantor hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, and absolutely and unconditionally and irrevocably guarantees to the Lenders Administrative Agent (acting as agent for the Secured Parties, pursuant to Article 8 of the Credit Agreement) for the ratable benefit of the Secured Parties, the full and prompt payment payment, when and as the same become due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations, including amounts that would become due but for the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. §362(a) (excluding, for the avoidance of doubt, any Excluded Swap Obligation), together with any and all expenses which may be incurred by the Administrative Agent and the other Secured Parties in collecting any of the Guaranteed Obligations that are reimbursable in accordance with Section 9.03 of the Credit Agreement (collectively the “Guaranteed Obligations”). Each Loan Guarantor further agrees that the Guaranteed Obligations may be increased, extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. For In addition, if any or all of the avoidance of doubtGuaranteed Obligations become due and payable hereunder, unless required by applicable law, the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary of the U.S. Borrower shall be treated as a primary obligor of the U.S. Borrower Guarantor, unconditionally and irrevocably, promises to pay such Guaranteed Obligations for U.S. federal and state tax purposes. (b) The U.S. Borrower hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, and absolutely and unconditionally guarantees to the Lenders Administrative Agent for the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, benefit of the Secured Obligations (other than Secured Obligations that are expressly Parties, on demand. Each Loan Guarantor unconditionally and irrevocably guarantees the obligations of the U.S. Borrower pursuant to the terms payment of any Loan Document, Hedge Agreement or Cash Management Agreement, which Secured Obligations shall continue to be the primary obligations of the U.S. Borrower) (collectively the “U.S. Borrower Guaranteed Obligations”). The U.S. Borrower further agrees that the U.S. Borrower Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. The provisions of this Article X (other than Section 10.12) shall apply equally to the U.S. Borrower as guarantor of the U.S. Borrower Guaranteed Obligations as to the Loan Guarantors as guarantors all of the Guaranteed ObligationsObligations whether or not due or payable by any Borrower upon the occurrence of any of the Events of Default specified in Sections 7.01(f) or 7.01(g) of the Credit Agreement and thereafter irrevocably and unconditionally promises to pay such Guaranteed Obligations to the Administrative Agent for the benefit of the Secured Parties. This Loan Guaranty is a continuing one and shall remain in full force and effect until the Termination Date, and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon.

Guaranty. (a) Each Loan Guarantor hereby agrees that it is jointly absolutely, unconditionally and severally liable forirrevocably guarantees the punctual payment and performance, and, as primary obligor and not merely as surety, and absolutely and unconditionally guarantees to the Lenders the prompt payment when due, whether at stated maturity, upon by acceleration or otherwise, and at of all times thereafter, of the Secured Obligations (collectively collectively, the “Guaranteed Obligations”). Each Loan Guarantor further agrees Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations may and would be extended owed by: (i) the Borrower or renewed in whole any other Loan Party to the Administrative Agent, any L/C Issuer, the Swing Line Lender, or in part without notice to or further assent from itany other Lender under the Loan Documents, and (ii) the Borrower or any other Loan Party to the extent constituting Obligations, in any event, but for the fact that it remains bound upon its guarantee notwithstanding any they are unenforceable or not allowable due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower or such extension or renewal. For the avoidance of doubt, unless required by applicable law, the parties hereto acknowledge and agree to report consistently therewith that each other Loan Guarantor that is a Domestic Subsidiary of the U.S. Borrower shall be treated as a primary obligor of the U.S. Borrower Guaranteed Obligations for U.S. federal and state tax purposesParty. (b) The U.S. Borrower hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, and absolutely and unconditionally guarantees Anything contained in this Guaranty to the Lenders contrary notwithstanding, the prompt payment when dueobligations of any Guarantor under this Guaranty on any date shall be limited to a maximum aggregate amount equal to the largest amount that would not, whether at stated maturityon such date, upon acceleration render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code of the United States or any applicable provisions of comparable laws relating to bankruptcy, insolvency, or reorganization, or relief of debtors (collectively, the “Fraudulent Transfer Laws”), but only to the extent that any Fraudulent Transfer Law has been found in a final non-appealable judgment of a court of competent jurisdiction to be applicable to such obligations as of such date, in each case: (1) after giving effect to all liabilities of each Guarantor, contingent or otherwise, and at all times thereafterthat are relevant under the Fraudulent Transfer Laws, but specifically excluding: (i) any liabilities of such Guarantor in respect of intercompany indebtedness owing to the Borrower or other Affiliate of the Secured Obligations Borrower to the extent that such indebtedness would be discharged in an amount equal to the amount paid by such Guarantor hereunder; and (other than Secured Obligations that are expressly ii) any liabilities of such Guarantor under this Guaranty; and (2) after giving effect as assets to the obligations value (as determined under the applicable provisions of the U.S. Borrower Fraudulent Transfer Laws) of any rights to subrogation, reimbursement, indemnification or contribution of such Guarantor pursuant to applicable law or pursuant to the terms of any Loan Document, Hedge Agreement agreement. (c) This is a guaranty of payment and not of collection and the Guarantor shall make all payments hereunder without offset or Cash Management Agreement, which Secured Obligations shall continue to be the primary obligations of the U.S. Borrower) (collectively the “U.S. Borrower Guaranteed Obligations”). The U.S. Borrower further agrees that the U.S. Borrower Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. The provisions of this Article X (other than Section 10.12) shall apply equally to the U.S. Borrower as guarantor of the U.S. Borrower Guaranteed Obligations as to the Loan Guarantors as guarantors of the Guaranteed Obligationscounterclaim.

Guaranty. (a) Each Loan Guarantor hereby agrees that it is jointly and severally liable forunconditionally, and, as primary obligor and not merely as suretyabsolutely, and absolutely irrevocably guarantees the payment and unconditionally guarantees to the Lenders the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, performance of the Secured Obligations obligations of the Maker set forth in the Note (collectively the “Guaranteed Obligations”). Each Loan Guarantor further agrees that hereby waives any rights of set-off against, defense to, or reduction of, the Guaranteed Obligations based upon any claim Guarantor may have against any other individual or entity. It shall not be extended necessary for the Holder (and Guarantor hereby waives any rights which Guarantor may have to require the Holder), in order to enforce the obligations of Guarantor hereunder, first to (i) institute suit or renewed exhaust its remedies against any other any individual or entity, (ii) join any other individual or person in any action seeking to enforce the Note, or (iii) resort to any other means of obtaining payment of the Guaranteed Obligations. The Holder shall not be required to take any action to reduce, collect, or enforce the Guaranteed Obligations. Guarantor waives notice of (a) acceptance of the Note, (b) any amendment or modification of the Note, (c) protest, proof of non-payment, or default by the Maker, (d) any other action at any time taken or omitted by the Holder, and, generally, all demands and notices of every kind, (e) the benefit of any statute of limitations which may affect its liability hereunder or the enforcement hereof and any payment by Maker or other circumstance that operates to toll any statute of limitations as to Maker shall operate to toll the statute of limitations as to Guarantor, and (f) all suretyship defenses Guarantor has or would have under the laws of any jurisdiction. Guarantor agrees to each of the following, and agrees that its obligations under this Guaranty shall not be released, diminished, impaired, reduced, or adversely affected by any of the following, and waives any common law, equitable, statutory, or other rights (including without limitation rights to notice) which Guarantor might otherwise have as a result of or in connection with (1) any renewal, extension, increase, modification, alteration, or rearrangement of all or any part of the Guaranteed Obligations or the Note; (2) any insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution, asset sale, or transfer or change of structure or organization of Maker, (3) the invalidity, illegality, or unenforceability of all or any part of the Guaranteed Obligations or the Note, (4) any full or partial release of the liability of the Maker or any part thereof, or (5) any other action taken or omitted to be taken with respect to the Note, whether or not such action or omission prejudices Guarantor or increases the likelihood that Guarantor will be required to pay the Guaranteed Obligations pursuant to the terms hereof. It is the intention of Guarantor that it shall be obligated to pay the Guaranteed Obligations when due, notwithstanding any occurrence, circumstance, event, action, or omission whatsoever, whether contemplated or not contemplated, and whether or not otherwise or particularly described herein. The guaranty set forth in this Guaranty is an irrevocable, absolute, and continuing guaranty, and it will not be discharged until, and will remain in full force and effect until, payment in full of the amounts required to be paid the Holder as provided for in the Note. This Guaranty may not be revoked by Guarantor and shall continue to be effective with respect to the Guaranteed Obligations arising or created after any attempted revocation by Guarantor. It is the intent of Guarantor and Holder that the obligations and liabilities of Guarantor hereunder are absolute and unconditional under any and all circumstances and that until the Guaranteed Obligations are fully and finally satisfied or there is no continuing liability or obligations of Maker under the Note, such obligations and liabilities of Guarantor shall not be discharged or released in whole or in part without notice to part, by any act or further assent from itoccurrence which might, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. For but for the avoidance of doubt, unless required by applicable law, the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary of the U.S. Borrower shall be treated as a primary obligor of the U.S. Borrower Guaranteed Obligations for U.S. federal and state tax purposes. (b) The U.S. Borrower hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, and absolutely and unconditionally guarantees to the Lenders the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations (other than Secured Obligations that are expressly the obligations of the U.S. Borrower pursuant to the terms of any Loan Document, Hedge Agreement or Cash Management Agreement, which Secured Obligations shall continue to be the primary obligations of the U.S. Borrower) (collectively the “U.S. Borrower Guaranteed Obligations”). The U.S. Borrower further agrees that the U.S. Borrower Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. The provisions of this Article X (other than Section 10.12) shall apply equally to the U.S. Borrower as guarantor Guaranty, be deemed a legal or equitable discharge or release of the U.S. Borrower Guaranteed Obligations as to the Loan Guarantors as guarantors of the Guaranteed ObligationsGuarantor.

Guaranty. (a) Each Loan The Parent Guarantor hereby agrees that it is jointly unconditionally and severally liable for, andirrevocably: (i) guarantees to the Security Trustee for the account of the Creditors, as a primary obligor and not merely as a surety, punctual payment and absolutely performance by the Borrower and unconditionally guarantees to each other Credit Party of all their respective payment and performance obligations under the Lenders Transaction Documents; (ii) undertakes with the prompt payment Security Trustee on behalf of the Creditors that whenever the Borrower or any other Credit Party does not pay any amount (whether for principal, interest, fees, expenses or otherwise) when due, due (whether at stated maturity, upon by acceleration or otherwise) under or in connection with any Transaction Document, and at all times thereafter, the Parent Guarantor shall immediately on demand pay that amount as if it were the primary obligor; and (iii) agrees with the Security Trustee on behalf of the Secured Obligations Creditors that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Creditor immediately on demand against any cost, loss or liability it incurs as a result of the Borrower or any other Credit Party not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Transaction Document on the date when it would have been due. The amount payable by such Parent Guarantor under this indemnity will not exceed the amount it would have had to pay under this Guaranty if the amount claimed had been recoverable on the basis of a guarantee (collectively all obligations referred to in clauses (i) through (iii) above are herein referred to as the “Guaranteed Obligations”). Each Loan Guarantor further agrees that the Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. For the avoidance of doubt, unless required by applicable law, the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary of the U.S. Borrower shall be treated as a primary obligor of the U.S. Borrower Guaranteed Obligations for U.S. federal and state tax purposes. (b) The U.S. Borrower hereby This Guaranty is a guaranty of payment and not of collection and the Parent Guarantor expressly agrees that it is jointly and severally liable for, and, as primary obligor and shall not merely as surety, and absolutely and unconditionally guarantees to the Lenders the prompt payment when due, whether at stated maturity, upon acceleration be necessary or otherwise, and at all times thereafter, required that any of the Secured Obligations (Creditors exercise any right, assert any claim or demand or enforce any remedy whatsoever against the Borrower or any of the other than Secured Obligations that are expressly Credit Parties or any other Person before or as a condition to the obligations of the U.S. Parent Guarantor hereunder. This Guaranty is a primary obligation of the Parent Guarantor and shall be an absolute, unconditional, present, and continuing obligation and shall not be subject to any counterclaim, setoff, deduction, diminution, abatement, recoupment, suspension, deferment, reduction, or defense based on any claim the Parent Guarantor or any other person may have against the Borrower, any of the Credit Parties or any other person, and shall not be released, discharged or affected by any circumstance whatsoever, including without limitation: (a) the unenforceability, invalidity, irregularity or lack of genuineness of the Credit Agreement, the Note, any other Transaction Document or any of the obligations under the Credit Agreement, the Note and the other Transaction Documents; (b) any amendment, modification, termination, or removal of, or addition or supplement to, the Credit Agreement, the Note or any other Transaction Document, or any change in time, manner, or place of payment or performance of any Obligation; (c) any assignment, mortgage, release, exchange, addition, or transfer of any Collateral; (d) any failure, refusal, omission or delay on the part of the Borrower, any of the Credit Parties or any other Person to conform or comply with any term of the Credit Agreement, the Note or any other Transaction Document or any other agreement; (e) any waiver, consent, extension, indulgence, surrender, settlement, subordination, release, compromise, or other agreement, or the exercise or non-exercise of any right or remedy thereunder, with or without consideration; (f) the occurrence and/or continuance of any bankruptcy, insolvency, reorganization, liquidation, arrangement, adjustment of debt, relief of debtors, dissolution, or similar proceeding with respect to the Borrower, any of the Credit Parties, or any other Person, including without limitation any modification of the Borrower’s obligations under the Credit Agreement, the Note or any other Transaction Document in connection with any such proceeding; (g) any defect in the title, condition, compliance with specifications, design, operation, or fitness for use of, or any damage to or loss of, or governmental prohibition or restriction, condemnation, requisition, or seizure of, any Collateral for any reason; (h) any merger, consolidation, restructuring, termination of existence, sale of assets, or change in the ownership of any membership interests or shares of capital stock of either of the Borrower pursuant or the Parent Guarantor; (i) any present or future law, regulation, or order in any jurisdiction (whether of right or in fact) or any agency thereof affecting any term of any Obligation or any rights of any of the Creditors with respect thereto, including, without limitation, any law, regulation or order purporting to vary the terms of any Loan Document, Hedge Agreement payment or Cash Management Agreement, which Secured Obligations shall continue to be restrict the primary obligations right or power of the U.S. Borrower) (collectively Borrower or of the “U.S. Borrower Guaranteed Obligations”). The U.S. Borrower further agrees that the U.S. Borrower Guaranteed Parent Guarantor to make payment of its Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. The provisions of this Article X (other than Section 10.12) shall apply equally to the U.S. Creditors; or (j) any other circumstances whatsoever which might otherwise constitute a defense available to, or a discharge of, the Borrower as guarantor of or the U.S. Borrower Guaranteed Obligations as to the Loan Guarantors as guarantors of the Guaranteed ObligationsParent Guarantor.

Guaranty. (a) Each Loan Guarantor Viatel Parent hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, and absolutely and unconditionally guarantees to the Lenders timely performance of each and every obligation, representation, warranty and covenant of Viatel hereunder. Metromedia hereby unconditionally guarantees the prompt payment when duetimely performance of each and every obligation, whether at stated maturityrepresentation, upon acceleration or otherwise, warranty and at all times thereafter, covenant of MFN (Viatel Parent and Metromedia are collectively known as the Secured Obligations (collectively the “Guaranteed Obligations”"Guarantors"). Each Loan Guarantor further agrees The Owners hereby agree that the Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. For the avoidance of doubt, unless required by applicable law, the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary of the U.S. Borrower shall be treated as a primary obligor of the U.S. Borrower Guaranteed Obligations for U.S. federal and state tax purposes. (b) The U.S. Borrower hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, and absolutely and unconditionally guarantees to the Lenders the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations (other than Secured Obligations that are expressly the obligations of the U.S. Borrower pursuant Guarantors hereunder are several, absolute and unconditioned, shall not be subject to any counter-claim, set-off, deduction, or defense based upon any claims each of the Guarantors may have against Developer or each of the Owners and shall remain in full force and effect in that regard to, and shall not be released, discharged or terminated or in any other way affected by any circumstance or condition. Each of the Guarantors unconditionally waive notice of acceptance of this guaranty or any notice to the terms of any Loan Document, Hedge Agreement Owners or Cash Management Agreement, which Secured Obligations shall continue to be themselves in connection with the primary obligations enforcement of the U.S. Borrower) (collectively the “U.S. Borrower Guaranteed Obligations”). The U.S. Borrower further agrees that the U.S. Borrower Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. The guaranty provisions of this Article X Section 14. Viatel Parent hereby unconditionally guarantees the obligations of Developer set forth in this Agreement. Viatel Parent hereby agrees that its obligations hereunder are absolute and unconditioned, shall not be subject to any counter-claim, set-off, deduction, or defense based upon any claims it may have against Developer or each of the Owners and shall remain in full force and effect in that regard to, and shall not be released, discharged or terminated or in any other way affected by any circumstance or condition. Viatel Parent unconditionally waives notice of acceptance of this guaranty or any notice to the Owners or themselves in connection with the enforcement of the guaranty provisions of this Section 14. Notwithstanding the foregoing, Viatel Parent's guaranty of the obligations of Developer set forth in this Section 14 shall not apply to any liability, costs, expenses or other fact, matter or condition arising: (i) as a result of the acts, omissions or failure to act of the Owners (where such Owner had an obligation to act) or the Guarantors (other than Viatel and Viatel Parent) or (ii) from and after the date, if ever, that Viatel (or such other Owner as may then be applicable) has no longer appointed the Managing Director of Developer (the "Managing Director Date"); provided that any obligations of Viatel Parent (or Metromedia) pursuant to this Section 10.12) shall apply equally 14 that existed prior to the U.S. Borrower Managing Director Date shall remain in full force and effect. From and after the Managing Director Date, the Owner responsible for appointing the Managing Director of Developer shall be obligated to execute such documents as guarantor the Owners, including Viatel and Viatel Parent, shall reasonably require evidencing the obligation of Metromedia (if it is MFN) or Carrier 1 International, S.A. (if it is Carrier 1) to guaranty the U.S. Borrower Guaranteed Obligations as obligations of Developer in form and substance equivalent to the Loan Guarantors as guarantors guaranty of the Guaranteed ObligationsViatel Parent set forth in this Section 14.

Guaranty. (a) Each Loan The Guarantor hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, and absolutely irrevocably and unconditionally guarantees to each holder, the Lenders due and punctual payment in full of (a) the prompt payment principal of, Make-Whole Amount, if any, and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when due, and as the same shall become due and payable (whether at stated maturity, upon maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any expenses, indemnities and at all times thereafter, other sums which may become due to the holders or the Collateral Agent under the terms and provisions of the Secured Obligations Notes, the Note Agreement, the Collateral Agreement or any other Note Document (collectively all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectability and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes or other Guaranteed Obligations or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail to pay any of such Guaranteed Obligations, the Guarantor agrees to pay the same when due to the Collateral Agent and/or holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes, the Note Agreement, the Collateral Agreement and the other Note Documents. Each Loan default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. The Guarantor further agrees that the Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. For the avoidance of doubt, unless required by applicable law, the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary of the U.S. Borrower shall be treated as a primary obligor of the U.S. Borrower Guaranteed Obligations for U.S. federal and state tax purposes. (b) The U.S. Borrower hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, and absolutely and unconditionally guarantees to the Lenders the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations (other than Secured Obligations that are expressly the obligations of the U.S. Borrower Notes issued pursuant to the terms of any Loan Document, Hedge Note Agreement or Cash Management may (but need not) make reference to this Guaranty Agreement, which Secured Obligations shall continue to be the primary obligations of the U.S. Borrower) (collectively the “U.S. Borrower Guaranteed Obligations”). The U.S. Borrower further Guarantor hereby acknowledges and agrees that the U.S. Borrower Guaranteed Obligations Guarantor’s liability hereunder is joint and several with any other Person(s) who may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. The provisions of this Article X (other than Section 10.12) shall apply equally to the U.S. Borrower as guarantor of the U.S. Borrower Guaranteed Obligations as to the Loan Guarantors as guarantors of the Guaranteed Obligations.

Guaranty. (a) Each If (i) an event of a default which permits the Lender to accelerate the repayment of the obligations of the Borrower to the Lender secured by the Deed of Trust (collectively, the “Obligations”) has occurred (such default and repayment obligation referred to hereinafter as a “Default”), and (ii) the Lender has accelerated the Loan Guarantor hereby agrees that it is jointly and as a result of such Default, then each Guarantor, severally liable for, and, as primary obligor and not merely as suretyjointly, and absolutely and unconditionally guarantees and promises to pay directly to the Lenders Lender on behalf of the prompt Borrower in lawful money of the United States of America an amount equal to such Guarantor’s Guaranty Percentage (as defined below) of the Shortfall Amount (as defined below); provided that no demand shall be made under this Guaranty for payment when dueby any Guarantor as a result of a Default (x) until such time as the Lender shall have fully and completely exercised (and not waived) all rights, whether at stated maturity, upon acceleration or otherwisepowers, and at remedies it has with respect to foreclosure on the Property and pursued all times thereafter, of its available rights and remedies against other assets of the Secured Borrower which secure the Loan, if any, and any recoveries from such actions have been applied to reduce the amount of the Obligations or (collectively y) following the date any such Default is cured. For purposes of this Guaranty, the following definitions shall apply. The “Shortfall Amount” shall equal the positive excess of (i) the lesser of: (A) the aggregate of the “Guaranteed Obligations”). Each Loan Guarantor further agrees that Maximum Liability” (as listed opposite the Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. For the avoidance Guarantors’ names on Exhibit A attached hereto) of doubt, unless required by applicable law, the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary of the U.S. Borrower shall be treated as a primary obligor of the U.S. Borrower Guaranteed Obligations for U.S. federal and state tax purposes. (b) The U.S. Borrower hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, and absolutely and unconditionally guarantees to the Lenders the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations (other than Secured Obligations that Guarantors whose obligations under this Guaranty are expressly the obligations of the U.S. Borrower pursuant to the terms of any Loan Document, Hedge Agreement or Cash Management Agreement, which Secured Obligations shall continue to be the primary obligations of the U.S. Borrower) (collectively the “U.S. Borrower Guaranteed Obligations”). The U.S. Borrower further agrees that the U.S. Borrower Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. The provisions of this Article X (other than Section 10.12) shall apply equally to the U.S. Borrower as guarantor of the U.S. Borrower Guaranteed Obligations as to the Loan Guarantors as guarantors of the Guaranteed Obligations.then

Guaranty. (a) Each Loan The Guarantor hereby agrees that it is jointly absolutely, unconditionally and severally liable for, and, as primary obligor and not merely as surety, and absolutely and unconditionally irrevocably guarantees to the Lenders Administrative Agent, for the ratable benefit of the Secured Parties and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due, due (whether at the stated maturity, upon by acceleration or otherwise, and at all times thereafter, ) of the Secured Obligations (collectively the “Guaranteed Obligations”). Each Loan Guarantor further agrees that the Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. For the avoidance of doubt, unless required by applicable law, the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary of the U.S. Borrower shall be treated as a primary obligor of the U.S. Borrower Guaranteed Obligations for U.S. federal and state tax purposes. (b) If and to the extent required in order for the Obligations of the Guarantor to be enforceable under applicable federal, state and other laws relating to the insolvency of debtors, the maximum liability of the Guarantor hereunder shall be limited to the greatest amount which can lawfully be guaranteed by the Guarantor under such laws, after giving effect to any rights of contribution, reimbursement and subrogation arising under Section 2.5. The U.S. Borrower hereby Guarantor acknowledges and agrees that, to the extent not prohibited by applicable law, (i) the Guarantor (as opposed to its creditors, representatives of creditors or bankruptcy trustee, including the Guarantor in its capacity as debtor-in-possession exercising any powers of a bankruptcy trustee) has no personal right under such laws to reduce, or request any judicial relief that it is jointly and severally liable forhas the effect of reducing, andthe amount of its liability under this Guaranty, (ii) the Guarantor (as primary obligor and not merely opposed to its creditors, representatives of creditors or bankruptcy trustee, including the Guarantor in its capacity as suretydebtor in possession exercising any powers of a bankruptcy trustee) has no personal right to enforce the limitation set forth in this Section 2.1(b) or to reduce, or request judicial relief reducing, the amount of its liability under this Guaranty, and absolutely and unconditionally guarantees (iii) the limitation set forth in this Section 2.1(b) may be enforced only to the Lenders the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations (other than Secured Obligations that are expressly extent required under such laws in order for the obligations of the U.S. Borrower pursuant to the terms of any Loan Document, Hedge Agreement or Cash Management Agreement, which Secured Obligations shall continue Guarantor under this Guaranty to be enforceable under such laws and only by or for the primary obligations benefit of a creditor, representative of creditors or bankruptcy trustee of the U.S. BorrowerGuarantor or other person entitled, under such laws, to enforce the provisions thereof. (c) (collectively the “U.S. Borrower Guaranteed Obligations”). The U.S. Borrower further Guarantor agrees that the U.S. Borrower Guaranteed Obligations may at any time and from time to time be extended incurred or renewed permitted in whole an amount exceeding the maximum liability of the Guarantor under Section 2.1(b) without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of any Secured Party hereunder. (d) The guarantee contained in this Section 2 shall remain in full force and effect until payment in full of the Obligations, notwithstanding that from time to time during the term of the Credit Agreement the Borrower may be free from any Obligations. (e) No payment made by the Borrower, the Guarantor, any other guarantor or any other person or received or collected by any Secured Party from the Borrower, the Guarantor, any other guarantor or any other person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in part without notice payment of the Obligations shall be deemed to modify, reduce, release or further assent from itotherwise affect the liability of the Guarantor hereunder which shall, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. The provisions of this Article X payment (other than Section 10.12) shall apply equally any payment made by the Guarantor in respect of the Obligations or any payment received or collected from the Guarantor in respect of the Obligations), remain liable for the Obligations up to the U.S. Borrower as guarantor maximum liability of the U.S. Borrower Guaranteed Guarantor hereunder until the Obligations as to the Loan Guarantors as guarantors of the Guaranteed Obligationsare paid in full.

Guaranty. (a) Each Loan Guarantor hereby agrees that it is jointly unconditionally and severally liable for, andirrevocably guarantees, as primary obligor and not merely as surety, and absolutely and unconditionally guarantees to the Administrative Agent, for the ratable benefit of the Lenders and their respective successors, indorsees, transferees and assigns the prompt and complete payment and performance when due, due (whether at the stated maturity, upon by acceleration or otherwise, and at all times thereafter, ) of the Secured Obligations (collectively the “Guaranteed Obligations”). Each Loan Guarantor further agrees that the Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. For the avoidance of doubt, unless required by applicable law, the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary of the U.S. Borrower shall be treated as a primary obligor of the U.S. Borrower Guaranteed Obligations for U.S. federal and state tax purposes. (b) The U.S. Borrower hereby In any action or proceeding involving any state corporate law, or any state, federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of each Guarantor under this Article XI would otherwise be held or determined to be avoidable, invalid or unenforceable on account of the amount of each Guarantor’s liability under this Article XI, then, notwithstanding any other provision of this Article XI to the contrary, the amount of such liability shall, without any further action by any Guarantor or the Administrative Agent or any Lender, be automatically limited and reduced to the highest amount that is valid and enforceable as determined in such action or proceeding (such highest amount determined hereunder being such Guarantor’s “Maximum Liability”). This Section 11.01(b) with respect to the Maximum Liability of each Guarantor is intended solely to preserve the rights of the Administrative Agent and the Lenders to the maximum extent not subject to avoidance under applicable law. Each Guarantor agrees that it is jointly the Obligations may at any time and severally liable for, and, as primary obligor from time to time exceed the Maximum Liability of each Guarantor hereunder without impairing this guarantee or affecting the rights and not merely as surety, and absolutely and unconditionally guarantees to the Lenders the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, remedies of the Secured Administrative Agent or any Lender hereunder; provided that, nothing in this sentence shall be construed to increase each Guarantor’s obligations hereunder beyond its Maximum Liability. (c) This guarantee shall remain in full force and effect until all the Obligations shall have been satisfied by payment in full in immediately available funds and the Commitments have been terminated. (d) No payment made by any Guarantor, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from any Guarantor, any guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantors hereunder which shall, notwithstanding any such payment (other than Secured Obligations that are expressly any payment made by the obligations Guarantors in respect of the U.S. Borrower pursuant to Obligations or any payment received or collected from the terms Guarantors in respect of any Loan Documentthe Obligations), Hedge Agreement or Cash Management Agreement, which Secured remain liable for the Obligations until the Obligations shall continue to be have been satisfied by payment in full in immediately available funds and the primary obligations of the U.S. Borrower) (collectively the “U.S. Borrower Guaranteed Obligations”). The U.S. Borrower further agrees that the U.S. Borrower Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. The provisions of this Article X (other than Section 10.12) shall apply equally to the U.S. Borrower as guarantor of the U.S. Borrower Guaranteed Obligations as to the Loan Guarantors as guarantors of the Guaranteed ObligationsCommitments have been terminated.

Guaranty. If Seller selects the guaranty form of payment security, such guaranty shall be substantially in the form of Exhibit B hereto, from a guarantor, of sufficient financial size that is acceptable to Buyer in its sole reasonable discretion and with a credit rating of at least BBB+/Baa1. If Seller selects the guaranty form of Payment Security, Seller shall provide such guaranty within thirty (a30) Each Loan Guarantor hereby agrees days after the Commercial Operation Date. If the credit rating of the guarantor is downgraded below BBB+ by S&P or below Baa1 by ▇▇▇▇▇’▇ or there has been a material adverse change in the creditworthiness of the guarantor, then Seller shall be required to convert the guarantee provided to an alternative form of security instrument meeting the criteria set forth in Subsection 2.2 no later than thirty (30) Days after receiving notice from Buyer that it such conversion is jointly and severally liable forrequired pursuant to this paragraph. If Seller selects the Surety Bond form of payment security, andSeller shall provide a Surety Bond to Buyer in the amount set forth in Exhibit A by the date that is thirty (30) Days after the Commercial Operation Date. All Surety Bonds provided in accordance with this Agreement shall be subject to the following provisions: Unless otherwise agreed to in writing by the Parties, each Surety Bond shall be maintained for the benefit of Buyer. Seller shall (i) if necessary to maintain a Surety Bond throughout the term of this Agreement, renew or cause the renewal of each outstanding Surety Bond on a timely basis as primary obligor and provided in the relevant Surety Bond, ii) if the institution that issued an outstanding Surety Bond has indicated its intent not merely as suretyto renew such Surety Bond, provide a substitute Surety Bond or another form of security in accordance with Subsection 2.2 at least twenty (20) Business Days prior to the expiration of the outstanding Surety Bond, and absolutely and unconditionally guarantees (iv) if an institution issuing a Surety Bond shall fail to the Lenders the prompt payment when duehonor Buyer’s properly documented request to draw on an outstanding Surety Bond, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations provide cash within two (collectively the “Guaranteed Obligations”). Each Loan Guarantor further agrees that the Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any 2) Business Days after such extension or renewal. For the avoidance of doubt, unless required by applicable law, the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary of the U.S. Borrower shall be treated as a primary obligor of the U.S. Borrower Guaranteed Obligations for U.S. federal and state tax purposesrefusal. (b) The U.S. Borrower hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, and absolutely and unconditionally guarantees to the Lenders the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations (other than Secured Obligations that are expressly the obligations of the U.S. Borrower pursuant to the terms of any Loan Document, Hedge Agreement or Cash Management Agreement, which Secured Obligations shall continue to be the primary obligations of the U.S. Borrower) (collectively the “U.S. Borrower Guaranteed Obligations”). The U.S. Borrower further agrees that the U.S. Borrower Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. The provisions of this Article X (other than Section 10.12) shall apply equally to the U.S. Borrower as guarantor of the U.S. Borrower Guaranteed Obligations as to the Loan Guarantors as guarantors of the Guaranteed Obligations.

Guaranty. Each Guarantor hereby unconditionally and irrevocably guarantees on a senior subordinated basis, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) Each Loan Guarantor hereby agrees that it is jointly the full and severally liable for, and, as primary obligor and not merely as surety, and absolutely and unconditionally guarantees to the Lenders the prompt payment (within applicable grace periods) of principal of and interest on the Securities when due, whether at stated maturity, upon acceleration by acceleration, by redemption or otherwise, and at all times thereafter, other monetary obligations of the Secured Obligations Company under this Indenture and the Securities and (b) the full and 105 prompt performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed "Guaranty Obligations”"). Each Loan Guarantor further agrees that the Guaranteed Guaranty Obligations may be extended or renewed renewed, in whole or in part part, without notice to or further assent from itsuch Guarantor, and that it remains such Guarantor will remain bound upon its guarantee under this Article XIII notwithstanding any such extension or renewalrenewal of any Guaranty Obligation. For To the avoidance extent that any Guarantor shall be required to pay any amounts on account of doubtthe Securities pursuant to a Guaranty in excess of an amount calculated as the product of (i) the aggregate amount payable by the Guarantors on account of the Securities pursuant to the Guarantees times (ii) the proportion (expressed as a fraction) that such Guarantor's net assets (determined in accordance with GAAP) at the date enforcement of the Guarantees is sought bears to the aggregate net assets (determined in accordance with GAAP) of all Guarantors at such date, unless required then such Guarantor shall be reimbursed by applicable the other Guarantors for the amount of such excess, pro rata, based upon the respective net assets (determined in accordance with GAAP) of such other Guarantors at the date enforcement of the Guarantees is sought. This paragraph is intended only to define the relative rights of Guarantors as among themselves, and nothing set forth in this paragraph is intended to or shall impair the joint and several obligations of the Guarantors under their respective Guarantees. The Guarantors shall have the right to seek contribution from any non- paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under any Guaranty. Each Guarantor waives presentation to, demand of payment from and protest to the Company of any of the Guaranty Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities or the Guaranty Obligations. The obligations of each Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranty Obligations or any of them; (e) the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the Guaranty Obligations; or (f) any change in the ownership of any Guarantor (subject to Section 13.5(b)). Each Guarantor further agrees that its Guaranty herein constitutes a guaranty of payment, performance and compliance when due (and not a guaranty of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranty Obligations. To the fullest extent permitted by law, the parties hereto acknowledge obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and agree shall not be subject to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the U.S. Borrower invalidity, illegality or unenforceability of the Guaranty Obligations or otherwise. Without limiting the generality of the foregoing, to the fullest extent permitted by law, the obligations of each Guarantor herein shall not be treated discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Guaranty Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Guarantor or would otherwise operate as a primary obligor discharge of each Guarantor as a matter of law or equity. Each Guarantor further agrees that its Guaranty herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranty Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the U.S. Borrower Guaranteed Obligations for U.S. federal and state tax purposes. (b) The U.S. Borrower hereby agrees that it is jointly and severally liable for, and, as primary obligor Company or otherwise. In furtherance of the foregoing and not merely in limitation of any other right which any Holder or the Trustee has at law or in equity against each Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranty Obligation when and as surety, and absolutely and unconditionally guarantees to the Lenders the prompt payment when same shall become due, whether at stated maturity, by acceleration, by redemption or otherwise (within applicable grace periods), or to perform or comply with any other Guaranty Obligation (within applicable grace periods), each Guarantor hereby promises to and shall, upon acceleration receipt of written demand by the Trustee, forthwith pay, or otherwisecause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such 107 Guaranty Obligations (ii) accrued and unpaid interest on such Guaranty Obligations (but only to the extent not prohibited by law) and (iii) all other monetary Guaranty Obligations of the Company to the Holders and the Trustee. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranty Obligations guarantied hereby until payment in full of all Guaranty Obligations. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and at all times thereafterthe Holders and the Trustee, on the other hand, (x) the maturity of the Secured Guaranty Obligations guarantied hereby may be accelerated as provided in Article V for the purposes of its Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranty Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Guaranty Obligations as provided in Article V, such Guaranty Obligations (other than Secured Obligations that are expressly whether or not due and payable) shall forthwith become due and payable by each Guarantor for the obligations of the U.S. Borrower pursuant to the terms of any Loan Document, Hedge Agreement or Cash Management Agreement, which Secured Obligations shall continue to be the primary obligations of the U.S. Borrower) (collectively the “U.S. Borrower Guaranteed Obligations”). The U.S. Borrower further agrees that the U.S. Borrower Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. The provisions purposes of this Article X Section. Each Guarantor also agrees to pay any and all costs and expenses (other than Section 10.12including reasonable attorneys' fees and expenses) shall apply equally to incurred by the U.S. Borrower as guarantor of the U.S. Borrower Guaranteed Obligations as to the Loan Guarantors as guarantors of the Guaranteed ObligationsTrustee or any Holder in enforcing any rights under this Section.

Guaranty. (a) Each Loan Guarantor The Company hereby agrees that it is jointly unconditionally and severally liable forirrevocably guarantees, andfor payment and not for collection, and as primary obligor and not merely as surety, and absolutely and unconditionally guarantees to the Lenders Administrative Agent, for the ratable benefit of the Lenders, the Issuing Banks and their respective successors, indorsees, transferees and assigns the prompt and complete payment and performance when due, due (whether at the stated maturity, upon by acceleration or otherwise, and at all times thereafter, ) of the Secured Obligations of the Subsidiary Borrowers (collectively the “Guaranteed Subsidiary Obligations”). Each Loan Guarantor further agrees that the Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. For the avoidance of doubt, unless required by applicable law, the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary of the U.S. Borrower shall be treated as a primary obligor of the U.S. Borrower Guaranteed Obligations for U.S. federal and state tax purposes. (b) The U.S. Borrower hereby agrees that it is jointly and severally liable forIn any action or proceeding involving any state corporate law, andor any state, as primary obligor and not merely as suretyfederal or foreign bankruptcy, and absolutely and unconditionally guarantees to insolvency, reorganization or other law affecting the Lenders the prompt payment when duerights of creditors generally, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations (other than Secured Obligations that are expressly if the obligations of the U.S. Borrower pursuant to the terms of any Loan Document, Hedge Agreement Company under this Article X would otherwise be held or Cash Management Agreement, which Secured Obligations shall continue determined to be the primary obligations avoidable, invalid or unenforceable on account of the U.S. Borrower) (collectively amount of the “U.S. Borrower Guaranteed Obligations”). The U.S. Borrower further agrees that the U.S. Borrower Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from itCompany’s liability under this Article X, and that it remains bound upon its guarantee then, notwithstanding any such extension or renewal. The provisions other provision of this Article X to the contrary, the amount of such liability shall, without any further action by the Company or the Administrative Agent or any Lender or any Issuing Bank, be automatically limited and reduced to the highest amount that is valid and enforceable as determined in such action or proceeding (such highest amount determined hereunder being the Company’s “Maximum Liability”). This Section 10.01(b) with respect to the Maximum Liability of the Company is intended solely to preserve the rights of the Administrative Agent, the Lenders and the Issuing Banks to the maximum extent not subject to avoidance under Applicable Law. The Company agrees that the Subsidiary Obligations may at any time and from time to time exceed the Maximum Liability of the Company hereunder without impairing this guarantee or affecting the rights and remedies of the Administrative Agent or any Lender hereunder; provided that nothing in this sentence shall be construed to increase the Company’s obligations hereunder beyond its Maximum Liability. (c) This guarantee shall remain in full force and effect until all the Subsidiary Obligations shall have been satisfied by payment in full in immediately available funds and the Commitments have been terminated. (d) No payment made by the Company, any other guarantor or any other Person or received or collected by the Administrative Agent, any Lender or any Issuing Bank from the Company, any guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Company hereunder which shall, notwithstanding any such payment (other than Section 10.12) shall apply equally to any payment made by the U.S. Borrower as guarantor Company in respect of the U.S. Borrower Guaranteed Subsidiary Obligations as to or any payment received or collected from the Loan Guarantors as guarantors Company in respect of the Guaranteed Subsidiary Obligations), remain liable for the Subsidiary Obligations until the Subsidiary Obligations shall have been satisfied by payment in full in immediately available funds and the Commitments have been terminated.

Guaranty. (a) Each Loan Guarantor To induce the Company to enter into this Agreement, SAP SE, a European Company (Societas Europaea, SE) established under the laws of Germany and the European Union, with a business address at ▇▇▇▇▇▇▇-▇▇▇▇-▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ (“Guarantor”), intending to be legally bound, hereby agrees that it is jointly and severally liable forabsolutely, and, as primary obligor and not merely as surety, and absolutely irrevocably and unconditionally guarantees to the Lenders Company the prompt due and punctual payment and performance of (i) all of Parent’s and Merger Sub’s obligations under this Agreement, in each case as and when due, whether at stated maturityincluding payment of Merger Consideration and any breach of this Agreement by Parent or Merger Sub (collectively, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations (collectively the “Guaranteed Obligations”). Each Loan This guarantee may not be revoked or terminated and shall remain in full force and effect without interruption and shall be binding on Guarantor and its successors and assigns until the Guaranteed Obligations have been satisfied in full. Guarantor further covenants and agrees that, if requested by the Company, it will promptly appoint in accordance with applicable Law a registered agent for service of process in the State of Delaware, and Guarantor shall maintain such registered agent as its agent for service of process in the State of Delaware without interruption until the Effective Time. (b) All payments pursuant to this Section 8.15 shall be made in lawful money of the United States, in immediately available funds. Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of Guarantor of any kind. (c) The guarantee set forth in Section 8.15(a) (the “Guarantee”) is an absolute, unconditional and continuing guarantee of the full and punctual payment and performance by Parent and Merger Sub of the Guaranteed Obligations and not of collection. Should Parent or Merger Sub default in the payment or performance of any of the Guaranteed Obligations, Guarantor’s obligations hereunder shall become immediately due and payable to the Company or, to the extent such obligations become due and payable after the Effective Time, to the former holders of Certificates, Book-Entry Shares, Company Options and Full Value Awards, or to the Indemnified Persons. Claims hereunder may be made on one or more occasions. If any payment in respect of any Guaranteed Obligation is rescinded or must otherwise be returned for any reason whatsoever, Guarantor shall remain liable hereunder with respect to such Guaranteed Obligation as if such payment had not been made. (d) Guarantor agrees that the Guaranteed Obligations may shall not be extended released or renewed discharged, in whole or in part, or otherwise affected by (i) the failure or delay on the part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. For the avoidance of doubt, unless required by applicable law, the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary of the U.S. Borrower shall be treated as a primary obligor Company to assert any claim or demand or to enforce any right or remedy against Parent or Merger Sub; (ii) any change in the time, place or manner of payment of the U.S. Borrower Guaranteed Obligations for U.S. federal and state tax purposes. (b) The U.S. Borrower hereby agrees that it is jointly and severally liable foror rescission, andwaiver, as primary obligor and not merely as suretycompromise, and absolutely and unconditionally guarantees to the Lenders the prompt payment when due, whether at stated maturity, upon acceleration consolidation or otherwise, and at all times thereafter, other amendment or modification of any of the Secured Obligations (other than Secured Obligations that are expressly the obligations terms or provisions of the U.S. Borrower pursuant to this Agreement made in accordance with the terms of any Loan Document, Hedge this Agreement or Cash Management Agreementany agreement evidencing, which Secured Obligations shall continue to be the primary obligations of the U.S. Borrower) (collectively the “U.S. Borrower Guaranteed Obligations”). The U.S. Borrower further agrees that the U.S. Borrower Guaranteed Obligations may be extended securing or renewed otherwise executed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding connection with any such extension or renewal. The provisions of this Article X (other than Section 10.12) shall apply equally to the U.S. Borrower as guarantor of the U.S. Borrower Guaranteed Obligations as to the Loan Guarantors as guarantors of the Guaranteed Obligations; (iii) the addition, substitution or release of any Person interested in the Transactions; (iv) any change in the corporate existence, structure or ownership of Parent or Merger Sub; (v) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent or Merger Sub or their assets; (vi) the adequacy of any means the Company may have of obtaining payment related to the Guaranteed Obligations; or (vii) the existence of any claim, set-off or other right which Parent or Merger Sub may have at any time against the Company (other than satisfaction of the Guaranteed Obligations or rights of Merger Sub pursuant to this Agreement), whether in connection with the Guaranteed Obligations or otherwise. Guarantor waives promptness, diligence, notice of the acceptance of the Guarantee and of the Guaranteed Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the Guaranteed Obligations incurred and all other notices of any kind, all defenses which may be available by virtue of any valuation, stay, moratorium Law or other similar Law now or hereafter in effect, any right to require the marshalling of assets of Parent or Merger Sub or any other Person interested in the Transactions, and all suretyship defenses generally (other than fraud by the Company), defenses to the payment of the Guaranteed Obligations that are available to Parent or Merger Sub under this Agreement and defenses available to Guarantor under the Guarantee. Guarantor acknowledges that it has received and will receive substantial direct and indirect benefits from the Transactions and that the waivers set forth in this Section 8.15 are knowingly made in contemplation of such benefits. (e) No failure on the part of the Company to exercise, and no delay in exercising, any right, remedy or power pursuant to this Section 8.15 shall operate as a waiver thereof, nor shall any single or partial exercise by the Company of any right, remedy or power pursuant to this Section 8.15 preclude any other or future exercise of any right, remedy or power pursuant to this Section 8.15. Each and every right, remedy and power granted to the Company pursuant to this Section 8.15 or allowed it by Law or agreement with respect to this Section 8.15 shall be cumulative and not exclusive of any other, and may be exercised by the Company at any time or from time to time. The Company shall not have any obligation to proceed at any time or in any manner against, exhaust any or all of the Company’s rights against Parent, Merger Sub or any other Person liable for any Guaranteed Obligations prior to proceeding against Guarantor hereunder or resort to any security or other means of collecting payment. This Guarantee may only be amended by a writing signed and delivered by Guarantor and the Company. Guarantor hereby covenants and agrees that it shall not institute, and shall cause its respective Affiliates not to institute, any Action asserting that the Guarantee is illegal, invalid or unenforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws affecting creditors’ rights generally, and general equitable principles (whether considered an Action in equity or at law). (f) Guarantor hereby represents and warrants to the Company and covenants that: (i) the execution, delivery and performance of this Agreement have been duly authorized by all necessary action, and no other proceedings on the part of Guarantor or its stockholders are necessary to authorize this Agreement, and do not contravene any provision of Guarantor’s organizational documents or any Law or contractual restriction binding on Guarantor or its assets; (ii) this Agreement constitutes a legal, valid and binding obligation of Guarantor enforceable against Guarantor in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including all Laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in an Action at law or in equity), (iii) nothing in this Agreement will terminate its obligations under the Confidentiality Agreement and (iv) Guarantor will not issue any press release or other communication in contravention of Section 5.06. (g) Nothing in this Section 8.15 shall waive any defenses, counterclaims or rights of setoff that Parent or Merger Sub may have under this Agreement or applicable Law.

Guaranty. (a) Each Loan Guarantor hereby agrees that it is jointly and severally liable for, andGuarantor, as primary obligor and not merely as a surety, and hereby absolutely and unconditionally irrevocably guarantees to Beneficiary the Lenders punctual payment and performance when due of the Guaranteed Obligations (as hereinafter defined). As used herein, “Guaranteed Obligations” means, collectively, (i) the full and prompt payment when dueof all amounts, capital contributions, sums and charges payable by Guarantor-Affiliated Member under the Limited Liability Company Agreement, including, without limitation, all obligations of Guarantor-Affiliated Member to make Guaranty Equalization Payments and all indemnification obligations of Guarantor-Affiliated Member under the Limited Liability Company Agreement, (ii) the full and punctual performance and observance of all the terms, covenants and conditions provided to be performed, observed and complied with by Guarantor-Affiliated Member under the Limited Liability Company Agreement, or provided to be performed, observed and complied with by Guarantor-Affiliated Member or an affiliate or designee thereof (each, individually and collectively, “Obligor”) under any assumption agreement or other instrument delivered by it pursuant to the Limited Liability Company Agreement, whether at stated maturity, upon acceleration in respect of any Office Lease or otherwise, and (iii) the full and prompt payment of all damages, costs and expenses which shall at all times thereafterany time be recoverable by Creditor Member from Guarantor-Affiliated Member or any other Obligor by virtue of or under the Limited Liability Company Agreement or under any assumption agreement or other instrument delivered by it pursuant to the Limited Liability Company Agreement, including, without limitation, on account of the Secured Obligations (collectively the “Guaranteed Obligations”)any representations or warranties made by Guarantor-Affiliated Member thereunder. Each Loan Guarantor further agrees that the Guaranteed Obligations may be extended or renewed to pay all Enforcement Costs (as hereinafter defined), in whole or in part without notice addition to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewalall other amounts due hereunder. For the avoidance of doubt, unless required by applicable law, the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary of the U.S. Borrower shall be treated as a primary obligor of the U.S. Borrower Guaranteed Obligations for U.S. federal and state tax purposes. Any amounts owed under this Guaranty (b) The U.S. Borrower hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, and absolutely and unconditionally guarantees to the Lenders the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations (other than Secured Obligations that are expressly not accruing interest under the obligations of the U.S. Borrower pursuant to Limited Liability Company Agreement) which are not timely made by Guarantor in accordance with the terms of any Loan Documentthis Guaranty shall bear interest from the date payable at the rate of fifteen percent (15%) per annum until all such amounts are fully paid. Notwithstanding anything to the contrary herein, Hedge (x) Guarantor shall have all of the same rights, remedies and defenses as Guarantor-Affiliated Member, including, without limitation, the right to exercise the dispute resolution procedures under and in accordance with the terms of the Limited Liability Company Agreement, and (y) other than the payment of Enforcement Costs, Guarantor shall have no greater liability than Guarantor-Affiliated Member or other Obligor under the Limited Liability Company Agreement or Cash Management Agreement, which Secured Obligations shall continue with respect to be the primary obligations of the U.S. Borrower) (collectively the “U.S. Borrower Guaranteed Obligations”). The U.S. Borrower further agrees that the U.S. Borrower Guaranteed Obligations may be extended any assumption agreement or renewed in whole or in part without notice to or further assent from it, and that instrument delivered by it remains bound upon its guarantee notwithstanding any such extension or renewal. The provisions of this Article X (other than Section 10.12) shall apply equally to the U.S. Borrower as guarantor of the U.S. Borrower Guaranteed Obligations as to the Loan Guarantors as guarantors of the Guaranteed Obligationspursuant thereto.

Guaranty. (a) Each Loan The Parent Guarantor hereby agrees that it is jointly unconditionally and severally liable for, andirrevocably guarantees, as primary obligor and not merely as surety, and absolutely and unconditionally guarantees to the Administrative Agent, for the ratable benefit of the Lenders and their respective successors, indorsees, transferees and assigns the prompt and complete payment and performance when due, due (whether at the stated maturity, upon by acceleration or otherwise, and at all times thereafter, ) of the Secured Obligations (collectively the “Guaranteed Obligations”). Each Loan Guarantor further agrees that the Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. For the avoidance of doubt, unless required by applicable law, the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary of the U.S. Borrower shall be treated as a primary obligor of the U.S. Borrower Guaranteed Obligations for U.S. federal and state tax purposes. (b) The U.S. Borrower hereby agrees that it is jointly and severally liable forIn any action or proceeding involving any state corporate law, andor any state, as primary obligor and not merely as suretyfederal or foreign bankruptcy, and absolutely and unconditionally guarantees to insolvency, reorganization or other law affecting the Lenders the prompt payment when duerights of creditors generally, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations (other than Secured Obligations that are expressly if the obligations of the U.S. Borrower pursuant Parent Guarantor under this Article XI would otherwise be held or determined to be avoidable, invalid or unenforceable on account of the amount of the Parent Guarantor’s liability under this Article XI, then, notwithstanding any other provision of this Article XI to the terms contrary, the amount of such liability shall, without any Loan Documentfurther action by the Parent Guarantor or the Administrative Agent or any Lender, Hedge Agreement be automatically limited and reduced to the highest amount that is valid and enforceable as determined in such action or Cash Management Agreement, which Secured Obligations shall continue to be proceeding (such highest amount determined hereunder being the primary obligations of the U.S. Borrower) (collectively the Parent Guarantor’s “U.S. Borrower Guaranteed ObligationsMaximum Liability”). This Section 11.01(b) with respect to the Maximum Liability of the Parent Guarantor is intended solely to preserve the rights of the Administrative Agent and the Lenders to the maximum extent not subject to avoidance under applicable law. The U.S. Borrower further Parent Guarantor agrees that the U.S. Borrower Guaranteed Obligations may at any time and from time to time exceed the Maximum Liability of the Parent Guarantor hereunder without impairing this guarantee or affecting the rights and remedies of the Administrative Agent or any Lender hereunder; provided that, nothing in this sentence shall be extended construed to increase the Parent Guarantor’s obligations hereunder beyond its Maximum Liability. (c) This guarantee shall remain in full force and effect until all the Obligations shall have been satisfied by payment in full in immediately available funds and the Commitments have been terminated. (d) No payment made by the Parent Guarantor, any other guarantor or renewed any other Person or received or collected by the Administrative Agent or any Lender from the Parent Guarantor, any guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in whole reduction of or in part without notice payment of the Obligations shall be deemed to modify, reduce, release or further assent from itotherwise affect the liability of the Parent Guarantor hereunder which shall, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. The provisions of this Article X payment (other than Section 10.12) shall apply equally to any payment made by the U.S. Borrower as guarantor Parent Guarantor in respect of the U.S. Borrower Guaranteed Obligations as to or any payment received or collected from the Loan Guarantors as guarantors Parent Guarantor in respect of the Guaranteed Obligations), remain liable for the Obligations until the Obligations shall have been satisfied by payment in full in immediately available funds and the Commitments have been terminated.

Guaranty. (a) Each Loan Guarantor 20.5.1 MGM MIRAGE hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, and absolutely irrevocably and unconditionally guarantees to Owner and its successors and assigns the Lenders payment and performance of any and all obligations, performances, indemnities, liabilities and undertakings as and when the prompt payment when duesame shall be required to be performed, whether at stated maturity, upon acceleration discharged or otherwise, and at all times thereafter, become due or payable by or on behalf of the Secured Obligations Manager in accordance with the terms of this Agreement (collectively collectively, the “Guaranteed Obligations”)) to the end and intent that MGM MIRAGE shall be liable to Owner at all times and to the same extent and tenor as the Managers hereunder for the payment and performance of any and all obligations, performances, indemnities, liabilities and undertakings. Each Loan Guarantor further agrees that No single claim or cause of action with respect to the Guaranteed Obligations may be extended shall satisfy or renewed release MGM MIRAGE from the Guaranteed Obligations, and this guaranty shall continue in whole full force and effect until completion of the Manager’s obligations. Upon the satisfaction of all Guaranteed Obligations hereunder, Owner shall provide MGM MIRAGE with an acknowledgement of release and discharge. (a) The guaranty set forth in this Section 20.5 is a guaranty of payment and performance and not of collection, is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in part the future, including Guaranteed Obligations arising or accruing after bankruptcy of MGM MIRAGE. The liability of MGM MIRAGE under this Section 20.5 shall be direct and immediate and not conditional or contingent on the pursuit of any remedies against the Manager or any other person or entity. If there is a failure in the payment or performance of the Guaranteed Obligations, Owner may enforce its rights, powers and remedies hereunder, in any order, without demand or notice to or further assent from itof any kind, and that it remains bound upon its guarantee notwithstanding without exercising any rights or remedies against the Manager or any other person or entity, and all such rights, powers and remedies available to Owner shall be nonexclusive and cumulative of all other available rights, powers and remedies until all Guaranteed Obligations are satisfied. Guarantor waives and releases any right of subrogation against the Manager or any other person or entity, and waives any rights to enforce any remedy which MGM MIRAGE may have against the Manager. This Section 20.5 shall continue to be effective or shall automatically be revived, reinstated, and restored, as the case may be, if at any time any payment or performance of any Guaranteed Obligations is avoided, rescinded or rendered ineffective or must otherwise be paid, returned or restored by Owner or any other person pursuant to state or federal law, in connection with or as the result of the bankruptcy, insolvency or reorganization of MGM MIRAGE or the Manager, all as though such payment or performance had not occurred or been tendered or made, as the case may be. MGM MIRAGE shall have no authority to revoke the guaranty pursuant to this Section 20.5, but if any such extension revocation shall be deemed to have occurred by operation of law or renewal. For the avoidance of doubt, unless required by applicable lawotherwise, the parties hereto acknowledge and agree provisions of this Section 20.5 shall continue to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary of the U.S. Borrower shall be treated as a primary obligor of the U.S. Borrower Guaranteed Obligations for U.S. federal and state tax purposesapply notwithstanding such revocation. (b) The U.S. Borrower hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, and absolutely and unconditionally guarantees obligations of MGM MIRAGE pursuant to the Lenders the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, guaranty in this Section 20.5 are independent of the Secured Obligations (other than Secured Obligations that are expressly the obligations of the U.S. Borrower pursuant Manager or any other person. Owner may bring action against MGM MIRAGE without bringing action against the Manager or any other person and otherwise independently of any other right, power or remedy (each, a “Remedy”) that may be available to Owner at any time. MGM MIRAGE waives any right to require Owner at any time to proceed against the Manager or any other person, or otherwise enforce, proceed against or pursue any other Remedy in Owner’s power. (c) MGM MIRAGE waives any defense to the terms enforcement of the guaranty in this Section 20.5 arising by reason of: (i) any present or future Legal Requirements or orders affecting any Remedy of Owner; (ii) any discharge or release of any Loan Documentother guarantor or any impairment or suspension of any Remedy of Owner, Hedge Agreement whether resulting from any act or Cash Management Agreementomission of Owner or any other person or by operation of law or otherwise; (iii) the lack of authority or any bankruptcy, which Secured Obligations shall continue to be the primary obligations insolvency or reorganization of the U.S. BorrowerManager, any guarantor or any disability or other defense of the Manager or any other guarantor, (iv) any other action by Owner, whether authorized by this Section 20.5 or otherwise, or any omission by Owner or other failure of Owner to pursue, or any delay in pursuing, any other Remedy in Owner’s power, (collectively the “U.S. Borrower Guaranteed Obligations”). The U.S. Borrower further agrees v) any defense or benefits that the U.S. Borrower Guaranteed Obligations may be extended derived from any Legal Requirements of the State of California or renewed in whole or in part without notice to or further assent from itany other jurisdiction, and that all other suretyship defenses it remains bound upon its guarantee notwithstanding any such extension or renewal. The provisions of this Article X (other than Section 10.12) shall apply equally to would otherwise have under the U.S. Borrower as guarantor Legal Requirements of the U.S. Borrower Guaranteed Obligations as to State of California or any other jurisdiction; (vi) all benefits of any statute of limitations affecting MGM MIRAGE’S liability under or the Loan Guarantors as guarantors enforcement of the guaranty in this Section 20.5; (vii) all setoffs and counterclaims; (viii) promptness, diligence, presentment, demand for performance and protest (ix) notice of nonperformance, default, acceleration, protest or dishonor, (x) the absence, impairment or loss of any right of reimbursement, contribution or subrogation or any other right or remedy of MGM MIRAGE against the Manager; or (xi) any modification of the Guaranteed Obligations. (d) MGM MIRAGE hereby waives all benefits that might otherwise be available to MGM MIRAGE under California Civil code Sections 2787 through 2855, inclusive, and 3433, among other provisions of like effect. (e) MGM MIRAGE hereby acknowledges that (A) the obligations undertaken by MGM MIRAGE pursuant to the guaranty in this Section 20.5 are complex in nature; (B) numerous possible defenses to the enforceability of these obligations may presently exist and/or may arise hereafter; (C) as part of Owner’s consideration for entering into the Agreement, Owner has specifically bargained for the waiver and relinquishment by MGM MIRAGE of all such defenses; and (D) MGM MIRAGE has had the opportunity to seek and receive legal advice from skilled legal counsel in the area of financial transactions of the type contemplated herein. Given all of the above, MGM MIRAGE does hereby represent and confirm to Owner that MGM MIRAGE is fully informed regarding, and that MGM MIRAGE does thoroughly understand: (i) the nature of all such possible defenses; and (ii) the circumstances under which such defenses may arise; and (iii) the benefits which such defenses might confer upon MGM MIRAGE; and (iv) the legal consequences to MGM MIRAGE of waiving such defenses. MGM MIRAGE acknowledges that MGM MIRAGE makes the guaranty in this Section 20.5 with the intent that such guaranty and all of the informed waivers herein shall each and all be fully enforceable by Owner, and that Owner is induced to enter into the Agreement in material reliance upon the presumed full enforceability thereof.

Guaranty. Except as otherwise provided for herein (a) Each including under Section 3.15), each Loan Guarantor hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, and absolutely and unconditionally and irrevocably guarantees to the Lenders Administrative Agent (acting as agent for the Secured Parties, pursuant to Article 8 of the Credit Agreement) for the ratable benefit of the Secured Parties, the full and prompt payment payment, when and as the same become due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations (collectively the “Guaranteed Obligations”). Each Loan Guarantor further agrees that the Guaranteed Obligations may be increased, extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. For In addition, if any or all of the avoidance Guaranteed Obligations become due and payable hereunder, each Loan Guarantor, unconditionally and irrevocably, promises to pay such Guaranteed Obligations to the Administrative Agent for the benefit of doubtthe Secured Parties when and as the same shall become due. Without limiting the generality of the foregoing, unless required by applicable law, the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary unconditionally and irrevocably guarantees the payment of any and all of the U.S. Guaranteed Obligations whether or not due or payable by the Borrower shall be treated as a primary obligor upon the occurrence of any of the U.S. Borrower Events of Default specified in Sections 7.01(f) or 7.01(g) of the Credit Agreement and thereafter irrevocably and unconditionally promises to pay such Guaranteed Obligations for U.S. federal and state tax purposes. (b) The U.S. Borrower hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, and absolutely and unconditionally guarantees to the Lenders Administrative Agent for the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, benefit of the Secured Obligations Parties. This Loan Guaranty is a continuing one and shall remain in full force and effect until the Termination Date (other than Secured Obligations that are expressly or, with respect to any Loan Guarantor, until the release of such Loan Guarantor from its obligations of the U.S. Borrower pursuant hereunder in accordance with Section 3.15), and all liabilities to which it applies or may apply under the terms of any Loan Document, Hedge Agreement or Cash Management Agreement, which Secured Obligations hereof shall continue be conclusively presumed to be the primary obligations of the U.S. Borrower) (collectively the “U.S. Borrower Guaranteed Obligations”). The U.S. Borrower further agrees that the U.S. Borrower Guaranteed Obligations may be extended or renewed have been created in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. The provisions of this Article X (other than Section 10.12) shall apply equally to the U.S. Borrower as guarantor of the U.S. Borrower Guaranteed Obligations as to the Loan Guarantors as guarantors of the Guaranteed Obligationsreliance hereon.

Guaranty. (a) Each Subject to Section 2.09 each Loan Guarantor hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, and absolutely and unconditionally and irrevocably guarantees to the Lenders Administrative Agent (acting as agent for the Secured Parties, pursuant to Article 8 of the Credit Agreement) for the ratable benefit of the Secured Parties, the full and prompt payment payment, when and as the same shall become due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations (collectively including amounts that would become due but for the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. §362(a)) of the Borrowers and the other Loan Guarantors (other than its own Secured Obligations), together with any and all expenses which may be incurred by the Administrative Agent and the other Secured Parties in collecting any of the Secured Obligations that are reimbursable in accordance with Section 9.03 of the Credit Agreement (collectively, the “Guaranteed Obligations”). Each Loan Guarantor further agrees that the Guaranteed Obligations may be increased, extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. For If any or all of the avoidance of doubtGuaranteed Obligations becomes due and payable hereunder, unless required by applicable law, the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary of the U.S. Borrower shall be treated as a primary obligor of the U.S. Borrower Guarantor, unconditionally and irrevocably, promises to pay such Guaranteed Obligations for U.S. federal and state tax purposes. (b) The U.S. Borrower hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, and absolutely and unconditionally guarantees to the Lenders Administrative Agent for the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, ratable benefit of the Secured Obligations (other than Secured Obligations that are expressly Parties, on demand. Each Loan Guarantor unconditionally and irrevocably guarantees the obligations of the U.S. Borrower pursuant to the terms payment of any Loan Document, Hedge Agreement or Cash Management Agreement, which Secured Obligations shall continue to be the primary obligations of the U.S. Borrower) (collectively the “U.S. Borrower Guaranteed Obligations”). The U.S. Borrower further agrees that the U.S. Borrower Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. The provisions of this Article X (other than Section 10.12) shall apply equally to the U.S. Borrower as guarantor of the U.S. Borrower Guaranteed Obligations as to the Loan Guarantors as guarantors all of the Guaranteed ObligationsObligations whether or not due or payable upon the occurrence of any of the Events of Default specified in Sections 7.01(f) or 7.01(g) of the Credit Agreement and thereafter irrevocably and unconditionally promises to pay such Guaranteed Obligations to the Administrative Agent for the ratable benefit of the Secured Parties. This Loan Guaranty is a continuing one and shall remain in full force and effect until the Termination Date, and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon.

Guaranty. To induce the Guaranteed Parties to enter into the Agreement and Plan of Merger, dated as of the date hereof (aas the same may be amended, restated, supplemented or otherwise modified from time to time, the “Agreement”) Each Loan Guarantor hereby agrees that it is jointly entered into concurrently herewith by and severally liable foramong the Guaranteed Parties, andEagle Parent Holdings L.P., as primary obligor and not merely as suretya Delaware limited partnership, (“Parent”), Eagle Merger Sub 1 Corporation, a Delaware corporation (“MergerCo 1”), and absolutely Eagle Merger Sub 2 Corporation, a Delaware corporation (“MergerCo 2”), the Guarantor absolutely, irrevocably and unconditionally guarantees to the Lenders Guaranteed Parties, on the prompt terms and subject to the conditions set forth herein, the due and punctual observance, performance and discharge of 50% of (a) the payment when dueobligations of Parent with respect to the Parent Termination Fee, whether at stated maturity(b) the payment obligations of Parent under Section 7.17 of the Agreement, upon acceleration or otherwise(c) the payment obligations of Parent under the last sentence of Section 7.11(d) of the Agreement, and at all times thereafter, (d) the payment obligations of Parent under the final sentence of Section 9.2(d) of the Secured Obligations Agreement, in each case, subject to the terms and limitations of the Agreement (collectively collectively, the “Guaranteed Obligations”). Each Loan Guarantor further agrees that In no event shall the Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, Guarantor’s aggregate liability under this Guaranty exceed the sum of (i) $150,000,000.00 and that it remains bound upon its guarantee notwithstanding any such extension or renewal. For (ii) the avoidance amount of doubt, unless required by applicable lawall costs and expenses provided under Section 4 hereof (collectively, the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary of the U.S. Borrower shall be treated as a primary obligor of the U.S. Borrower Guaranteed Obligations for U.S. federal and state tax purposes. (b) The U.S. Borrower hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, and absolutely and unconditionally guarantees to the Lenders the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations (other than Secured Obligations that are expressly the obligations of the U.S. Borrower pursuant to the terms of any Loan Document, Hedge Agreement or Cash Management Agreement, which Secured Obligations shall continue to be the primary obligations of the U.S. Borrower) (collectively the “U.S. Borrower Guaranteed ObligationsCap”). The U.S. Borrower further agrees parties agree that this Guaranty may not be enforced against the Guarantor without giving effect to the Cap. The Guaranteed Parties agree that in no event shall the Guarantor be required to pay to the Guaranteed Parties under, in respect of, or in connection with this Guaranty or the Agreement or the transactions contemplated thereby any amounts other than as expressly set forth herein. All payments hereunder shall be made in lawful money of the United States, in immediately available funds. Each capitalized term used and not defined herein and the terms “affiliate” and “person” shall have the meanings ascribed to them in the Agreement. If Parent fails to discharge any of the Obligations when due (whether or not any bankruptcy, insolvency or similar proceeding shall have stayed the accrual or collection of any of such obligations or operated as a discharge thereof), the Guaranteed Parties may at any time and from time to time until the termination of this Guaranty pursuant to Section 9 hereof, at the Guaranteed Parties’ option, and so long as Parent has failed to perform any of such Obligations, take any and all actions available hereunder to enforce the Obligations, subject to the Cap. In furtherance of the foregoing, the Guarantor acknowledges that the U.S. Borrower Guaranteed Parties may, in their sole discretion, bring and prosecute a separate action or actions against the Guarantor for the full amount of the Guarantor’s liabilities hereunder in respect of the Obligations may be extended (subject to the Cap), regardless of whether an action is brought against Parent or renewed whether Parent is joined in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension action or renewal. The provisions of this Article X (other than Section 10.12) shall apply equally to the U.S. Borrower as guarantor of the U.S. Borrower Guaranteed Obligations as to the Loan Guarantors as guarantors of the Guaranteed Obligationsactions.

Guaranty. To induce the Guaranteed Party to enter into an Agreement and Plan of Merger, dated as of the date hereof (aas amended, amended and restated, supplemented or otherwise modified from time to time, the “Merger Agreement”; capitalized terms used but not defined herein shall have the meanings given to such terms in the Merger Agreement) Each Loan Guarantor hereby agrees that it is jointly among Expedition Holding Company, Inc., a Delaware corporation (“Parent”), Expedition Merger Sub, Inc., a Delaware corporation and severally liable for, and, as primary obligor and not merely as suretya wholly-owned subsidiary of Parent (“Merger Sub”), and absolutely the Guaranteed Party, pursuant to which Merger Sub will merge with and unconditionally into the Guaranteed Party (the “Merger”), each Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally, severally but not jointly, guarantees to the Lenders Guaranteed Party up to such Guarantor’s respective percentage as set forth opposite its name in Annex 1 (for each such Guarantor, its “Guaranteed Percentage”) the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, due and at all times thereafter, punctual performance and discharge of the Secured Obligations obligation of Parent to pay to the Guaranteed Party the Parent Termination Fee and/or the Damages Remedy (collectively following, with respect to the Damages Remedy, a final, non-appealable order or settlement), as the case may be, and/or any amounts under Section 5.5(b) and Section 7.3(d) of the Merger Agreement, if, as and when such obligations become payable under the Merger Agreement (the “Guaranteed Obligations”). In no event shall a Guarantor’s liability in respect of the Guaranteed Obligations exceed such Guarantor’s Guaranteed Percentage of the Guaranteed Obligations (such limitation on the liability each Guarantor may have for its Guaranteed Percentage of the Guaranteed Obligations being herein referred to as such Guarantor’s “Cap”), it being understood that this Limited Guaranty may not be enforced against any Guarantor without giving effect to such Guarantor’s Cap (and to the provisions of Sections 7 and 8 hereof). This Limited Guaranty may be enforced for the payment of money only. All payments hereunder shall be made in lawful money of the United States, in immediately available funds. Each Loan Guarantor further agrees promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind, except as expressly provided in this Limited Guaranty. Each Guarantor acknowledges that the Guaranteed Obligations may be extended or renewed Party entered into the transactions contemplated by the Merger Agreement in whole or in part without notice reliance upon the execution of this Limited Guaranty. If Parent fails to or further assent from it, and that it remains bound upon discharge its guarantee notwithstanding any such extension or renewal. For the avoidance of doubt, unless required by applicable law, the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary of the U.S. Borrower shall be treated as a primary obligor of the U.S. Borrower Guaranteed Obligations for U.S. federal and state tax purposes. (b) The U.S. Borrower hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, and absolutely and unconditionally guarantees to the Lenders the prompt payment when due, whether at stated maturitythen each Guarantor’s liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligations shall, upon acceleration or otherwisethe Guaranteed Party’s demand, become immediately due and payable (up to each Guarantor’s Cap), and the Guaranteed Party may at all times thereafterany time and from time to time, at the Guaranteed Party’s option, and so long as Parent has failed to discharge any of the Secured Obligations (other than Secured Obligations that are expressly the obligations of the U.S. Borrower pursuant to the terms of any Loan Document, Hedge Agreement or Cash Management Agreement, which Secured Obligations shall continue to be the primary obligations of the U.S. Borrower) (collectively the “U.S. Borrower its Guaranteed Obligations”). The U.S. Borrower further agrees that the U.S. Borrower Guaranteed Obligations may be extended or renewed , take any and all actions available hereunder to collect any Guarantor’s liabilities hereunder in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any respect of such extension or renewal. The provisions of this Article X (other than Section 10.12) shall apply equally to the U.S. Borrower as guarantor of the U.S. Borrower Guaranteed Obligations as to the Loan Guarantors as guarantors of the Guaranteed Obligations, subject to such Guarantor’s Cap.

Guaranty. (a) Each Loan Guarantor hereby agrees that it is who accedes to this Agreement as a Guarantor after the date hereof, hereby, jointly and severally liable forseverally, andunconditionally and irrevocably (until the Outstanding Amount has been paid in full), as primary obligor and not merely as surety, and absolutely and unconditionally guarantees to the Lenders Lender, the prompt payment and performance of the Outstanding Amount by the Borrower when due. This guaranty is a guaranty of the Outstanding Amount and not a guaranty of collection. In furtherance of the foregoing, and without limiting the generality thereof, each Guarantor agrees that each Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of such Guarantor and shall not be contingent upon the Lender’s exercise or enforcement of any remedy it or they may have against the Borrower, any other Guarantor, or all or any portion of the Collateral, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Lender in accordance with the terms thereof except as otherwise provided in the Loan Documents. Each Lender, whether at stated maturityor not a party hereto, upon acceleration or otherwisewill be deemed, and at all times thereafter, by its acceptance of the Secured Obligations (collectively the “Guaranteed Obligations”). Each Loan Guarantor further agrees that the Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. For the avoidance of doubt, unless required by applicable law, the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary benefits of the U.S. Borrower shall be treated as a primary obligor Collateral and of the U.S. Borrower Guaranteed Obligations for U.S. federal and state tax purposesguarantees of the Outstanding Amount provided by the Guarantors under this Agreement, to have agreed to the foregoing provisions. (b) The U.S. Borrower hereby Notwithstanding anything herein or in any other Loan Document to the contrary, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall not exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors or any applicable laws relating to corporate law, fraudulent conveyance or fraudulent transfers. (c) Each Guarantor agrees that it is jointly its obligations may at any time and severally liable for, and, as primary obligor and not merely as surety, and absolutely and unconditionally guarantees from time to time exceed the Lenders the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, amount of the Secured Obligations (other than Secured Obligations that are expressly liability of such Guarantor hereunder without impairing the obligations guaranty contained in this Section 1 or affecting the rights and remedies of the U.S. Borrower pursuant to Lender hereunder. (d) The guaranty contained in this Section 1 shall remain in full force and effect until the terms of any Loan Document, Hedge Agreement or Cash Management Agreement, which Secured Obligations shall continue to be the primary obligations of the U.S. Borrower) (collectively the “U.S. Borrower Guaranteed Obligations”). The U.S. Borrower further agrees that the U.S. Borrower Guaranteed Obligations may be extended or renewed Outstanding Amount has been paid in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. The provisions of this Article X (other than Section 10.12) shall apply equally to the U.S. Borrower as guarantor of the U.S. Borrower Guaranteed Obligations as to the Loan Guarantors as guarantors of the Guaranteed Obligationsfull.

Guaranty. (a) Each Loan Guarantor In order to induce Licensor to enter into this Agreement and grant the Licenses and rights granted to Licensee hereunder, Fresenius GmbH hereby agrees that it is jointly unconditionally, irrevocably and severally liable for, andabsolutely guaranties, as primary obligor and not merely as surety, the due and absolutely punctual performance and unconditionally guarantees payment in full of all Obligations (as hereinafter defined) when the same shall be required to the Lenders the prompt payment when duebe performed or become due hereunder. The term "Obligations" includes any an all obligations of Licensee now or hereafter made, incurred or created, whether at stated maturityabsolute or contingent, upon acceleration liquidated or otherwiseunliquidated, and at all times thereafter, of the Secured Obligations (collectively the “Guaranteed Obligations”). Each Loan Guarantor further agrees that the Guaranteed Obligations may be extended or renewed in whole however arising under or in part without notice connection with this Agreement. Fresenius GmbH waives any right to (a) require Licensor to proceed against Licensee; or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. For the avoidance of doubt, unless required by applicable law, the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary of the U.S. Borrower shall be treated as a primary obligor of the U.S. Borrower Guaranteed Obligations for U.S. federal and state tax purposes. (b) The U.S. Borrower hereby pursue any other remedy Licensor may have whatsoever. Fresenius GmbH further agrees that to pay all costs and expenses, including, without limitation, attorneys' fees and related costs, at any time paid or incurred by Licensor in endeavoring to enforce this guaranty. This guaranty is absolute and unconditional and shall not be affected by any act or thing whatsoever, except as expressly provided herein. This guaranty is not an accommodation, but rather a material consideration bargained for by Licensor in agreeing to enter into the transactions contemplated by this Agreement. No modification or amendment of any provision of this guaranty shall be effective unless in writing and subscribed by a duly authorized officer of Licensor. If any provision of this guaranty or portion of such provision, or the application thereof to any person or circumstance, shall, to any extent, be held invalid or unenforceable, the remainder of this guaranty or the remainder of such provision and the application thereof to other persons or circumstances, other than those as to which it is jointly and severally liable forheld invalid or unenforceable, and, as primary obligor and shall not merely as suretybe affected thereby, and absolutely each term and unconditionally guarantees provision of this guaranty shall be valid and enforced to the Lenders fullest extent permitted by the prompt law. Fresenius GmbH waives all defenses to payment when due, whether at stated maturity, upon acceleration or otherwise, performance available to guarantors or sureties by virtue of being guarantors or sureties and at all times thereafter, that are not otherwise available to the primary obligor. In its performance of the Secured Obligations (other than Secured Obligations that are expressly foregoing guaranty, Fresenius GmbH shall be subject to all of the obligations of the U.S. Borrower pursuant Licensee and Fresenius GmbH shall be entitled to the terms assert any facts or circumstances constituting a material breach of this Agreement by Licensor or which would constitute a legal or equitable discharge of any Loan DocumentObligation of Licensee hereunder. The foregoing notwithstanding, Hedge Fresenius GmbH shall not be released or discharged from this guaranty by reason of any sublicensing, subcontracting or assignment permitted by this Agreement or Cash Management Agreementand, which Secured Obligations upon any such event, this guaranty shall continue to be the primary obligations of the U.S. Borrower) (collectively the “U.S. Borrower Guaranteed Obligations”). The U.S. Borrower further agrees that the U.S. Borrower Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, full force and that it remains bound upon its guarantee notwithstanding any such extension or renewal. The provisions of this Article X (other than Section 10.12) shall apply equally to the U.S. Borrower as guarantor of the U.S. Borrower Guaranteed Obligations as to the Loan Guarantors as guarantors of the Guaranteed Obligationseffect.

Guaranty. (a) Each Loan The Parent Guarantor hereby agrees that it is jointly unconditionally and severally liable for, and, as primary obligor and not merely as surety, and absolutely and unconditionally irrevocably guarantees to the Lenders the prompt punctual payment when due, whether at stated maturityscheduled maturity or on any date of a required prepayment or by acceleration, upon acceleration demand or otherwise, and at of all times thereafterObligations of each Loan Party now or hereafter existing under the Loan Documents, (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the Secured foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, fees, expenses or otherwise (such Obligations being the "GUARANTEED OBLIGATIONS"), and agrees to pay any and all expenses (collectively including, without limitation, reasonable counsel fees and expenses) incurred by the “Guaranteed Obligations”)Administrative Agent or the Lender Parties in enforcing any rights under this Guaranty or any other Loan Documents. Each Loan Guarantor further agrees Without limiting the generality of the foregoing, the Parent Guarantor's liability shall extend to all amounts that constitute part of the Guaranteed Obligations may and would be extended owed by each Loan Party to the Administrative Agent or renewed in whole any Lender Party under or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. For the avoidance of doubt, unless required by applicable law, the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary respect of the U.S. Borrower shall be treated as Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a primary obligor of the U.S. Borrower Guaranteed Obligations for U.S. federal and state tax purposesbankruptcy, reorganization or similar proceeding involving any Loan Party. (b) The U.S. Borrower Parent Guarantor hereby unconditionally and irrevocably agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, and absolutely and unconditionally guarantees in the event any payment shall be required to be made to the Lenders Administrative Agent or any Lender Party under this Guaranty or any other guaranty, the prompt payment when dueParent Guarantor will contribute, whether at stated maturityto the maximum extent permitted by law, upon acceleration such amounts to each other guarantor so as to maximize the aggregate amount paid to the Administrative Agent or otherwise, and at all times thereafter, any Lender Parties under or in respect of the Secured Obligations (other than Secured Obligations that are expressly the obligations of the U.S. Borrower pursuant to the terms of any Loan Document, Hedge Agreement or Cash Management Agreement, which Secured Obligations shall continue to be the primary obligations of the U.S. Borrower) (collectively the “U.S. Borrower Guaranteed Obligations”). The U.S. Borrower further agrees that the U.S. Borrower Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. The provisions of this Article X (other than Section 10.12) shall apply equally to the U.S. Borrower as guarantor of the U.S. Borrower Guaranteed Obligations as to the Loan Guarantors as guarantors of the Guaranteed ObligationsDocuments.

Guaranty. (a) Each Loan Guarantor hereby agrees that it is jointly guarantees to Purchaser, and severally liable shall stand as surety for, andthe full and complete payment and performance of the obligations of Seller pursuant to the Sale Agreement, including but not limited to the obligations of Seller to act as primary obligor subservicer pursuant to the terms of an interim subservicing agreement and a subservicing agreement which are a part of the Sale Agreement. This is a guaranty of payment and performance and not merely as suretyof collection only. Guarantor shall not be discharged or released hereunder by reason of a discharge of Seller in bankruptcy, and absolutely and unconditionally guarantees to the Lenders the prompt payment when duereceivership or other proceeding, whether at stated maturity, upon acceleration a disaffirmation or otherwise, and at all times thereafter, rejection of the Secured Obligations (collectively the “Guaranteed Obligations”). Each Loan Guarantor further agrees that the Guaranteed Obligations may be extended Sale Agreement by a trustee, custodian, or renewed in whole other representative with respect to a bankruptcy or in part without notice to receivership, a stay or further assent from itother enforcement restriction, and that it remains bound upon its guarantee notwithstanding or any such extension other reduction, modification, impairment or renewal. For the avoidance of doubt, unless required by applicable law, the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary limitation of the U.S. Borrower liability of Seller or any remedy of Purchaser. Except in accordance with Section 7, Guarantor shall not be treated as a primary obligor discharged or released hereunder by reason of the U.S. Borrower Guaranteed Obligations for U.S. federal full or partial transfer or assignment of Seller's obligations under the Sale Agreement (or the Mortgage Loan Subservicing Agreement or the Mortgage Loan Interim Subservicing Agreement which are incorporated into and state tax purposesare a part of the Sale Agreement). (b) The U.S. Borrower hereby agrees that it is jointly and severally liable forright of recovery against the Guarantor under this Guaranty is, andhowever, limited, in the aggregate, to an amount calculated as set forth herein below (the "Guaranty Amount"): The Guaranty Amount shall equal, as primary obligor and not merely of the date of the presentation by Purchaser to Guarantor of any claim for payment hereunder, Twenty Million Dollars ($20,000,000) times a fraction, the numerator of which is the aggregate outstanding principal balance of the mortgage loans which are the subject of the Sale Agreement as suretyof the date of presentation of such claim, and absolutely and unconditionally guarantees the denominator of which is the aggregate outstanding principal balance of the mortgage loans which are the subject of the Sale Agreement as of the Effective Date. Notwithstanding anything to the Lenders contrary contained herein, the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations Guaranty Amount shall never be greater than Twenty Million Dollars (other $20,000,000) nor less than Secured Obligations that are expressly the obligations of the U.S. Borrower pursuant to the terms of any Loan Document, Hedge Agreement or Cash Management Agreement, which Secured Obligations shall continue to be the primary obligations of the U.S. Borrower) Fifteen Million Dollars (collectively the “U.S. Borrower Guaranteed Obligations”$15,000,000). The U.S. Borrower further agrees that Guaranty Amount applies to the U.S. Borrower Guaranteed Obligations liability of Guarantor under this Guaranty with respect to the obligations guaranteed under this Section 2, and not with respect to the par value of any mortgage loan which may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. The provisions the subject of this Article X (other than Section 10.12) shall apply equally to the U.S. Borrower as guarantor of the U.S. Borrower Guaranteed Obligations as to the Loan Guarantors as guarantors of the Guaranteed Obligationsa claim hereunder.

Guaranty. (a) Each Loan Guarantor Lender and each Issuing Bank hereby agrees that it is jointly further authorizes Administrative Agent, on behalf of and severally liable forfor the benefit of the Lenders and the Issuing Banks, and, as primary obligor to be the agent for and not merely as surety, and absolutely and unconditionally guarantees representative of the Lenders with respect to the Holdings Guaranty, the Guaranty and the other Loan Documents. Subject to Section 9.02, without further written consent or authorization from any Lender or any Issuing Bank, Administrative Agent may execute any documents or instruments necessary to release any Guarantor from the Guaranty pursuant to Section 9.17 or with respect to which Required Lenders the prompt payment when due, whether at stated maturity, upon acceleration (or otherwise, and at all times thereafter, of the Secured Obligations (collectively the “Guaranteed Obligations”). Each Loan Guarantor further agrees that the Guaranteed Obligations such other Lenders as may be extended or renewed in whole or in part without notice required to or further assent from it, and that it remains bound upon its guarantee notwithstanding any give such extension or renewal. For the avoidance of doubt, unless required by applicable law, the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary of the U.S. Borrower shall be treated as a primary obligor of the U.S. Borrower Guaranteed Obligations for U.S. federal and state tax purposesconsent under Section 9.02) have otherwise consented. (a) (b) The U.S. Borrower hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, and absolutely and unconditionally guarantees Anything contained in any of the Loan Documents to the Lenders contrary notwithstanding, the prompt payment when dueBorrower, whether at stated maturitythe Administrative Agent, upon acceleration or otherwise, each Issuing Bank and at all times thereafter, each Lender hereby agree that none of the Lenders or the Issuing Banks shall have any right individually to enforce the Holdings Guaranty or the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder and under any of the Loan Documents may be exercised solely by the Administrative Agent, for the benefit of the Lenders and the Issuing Bank in accordance with the terms hereof and thereof. (c) Notwithstanding anything to the contrary contained herein or any other Loan Document, when all Secured Obligations (other than Hedging Obligations in respect of any Secured Hedge Agreements and Cash Management Obligations that are expressly the in respect of any Secured Cash Management Agreements and contingent indemnification obligations not yet accrued and payable) have been paid in full and all Commitments have terminated or expired, upon request of the U.S. Borrower pursuant Borrower, Administrative Agent shall take such actions as shall be required to the terms of release all guarantee obligations provided for in any Loan Document, Hedge Agreement or Cash Management Agreement, which . Any such release of guarantee obligations shall be deemed subject to the provision that such guarantee obligations shall be reinstated if after such release any portion of any payment in respect of the Secured Obligations guaranteed thereby shall continue to be rescinded or must otherwise be restored or returned upon the primary obligations insolvency, bankruptcy, dissolution, liquidation or reorganization of the U.S. Borrower) (collectively the “U.S. Borrower Guaranteed Obligations”). The U.S. Borrower further agrees that the U.S. Borrower Guaranteed Obligations may be extended or renewed in whole any Guarantor, or in part without notice to upon or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. The provisions of this Article X (other than Section 10.12) shall apply equally to the U.S. Borrower as guarantor a result of the U.S. appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, Borrower Guaranteed Obligations or any Guarantor or any substantial part of its property, or otherwise, all as to the Loan Guarantors as guarantors of the Guaranteed Obligationsthough such payment had not been made.

Guaranty. Except as otherwise provided for herein (a) Each including under Section 3.15), each Loan Guarantor hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, and absolutely and unconditionally and irrevocably guarantees to the Lenders Administrative Agent (acting as agent for the Secured Parties, pursuant to Article 8 of the Credit Agreement) for the ratable benefit of the Secured Parties, the full and prompt payment payment, when and as the same shall become due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations (excluding, for the avoidance of doubt, any Excluded Swap Obligations), together with any and all expenses which may be incurred by the Administrative Agent and the other Secured Parties in collecting any of the Guaranteed Obligations that are reimbursable in accordance with Section 9.03 of the Credit Agreement (collectively the “Guaranteed Obligations”). Each Loan Guarantor further agrees that the Guaranteed Obligations may be increased, extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. For If any or all of the avoidance of doubtGuaranteed Obligations becomes due and payable hereunder, unless required by applicable law, the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary of the U.S. Borrower shall be treated as a primary obligor of the U.S. Borrower Guarantor, unconditionally and irrevocably, promises to pay such Guaranteed Obligations for U.S. federal and state tax purposes. (b) The U.S. Borrower hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, and absolutely and unconditionally guarantees to the Lenders Administrative Agent for the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, benefit of the Secured Obligations (other than Secured Obligations that are expressly Parties, on demand. Each Loan Guarantor unconditionally and irrevocably guarantees the obligations of the U.S. Borrower pursuant to the terms payment of any Loan Document, Hedge Agreement or Cash Management Agreement, which Secured Obligations shall continue to be the primary obligations of the U.S. Borrower) (collectively the “U.S. Borrower Guaranteed Obligations”). The U.S. Borrower further agrees that the U.S. Borrower Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. The provisions of this Article X (other than Section 10.12) shall apply equally to the U.S. Borrower as guarantor of the U.S. Borrower Guaranteed Obligations as to the Loan Guarantors as guarantors all of the Guaranteed ObligationsObligations whether or not due or payable by the Borrowers upon the occurrence of any of the Events of Default specified in Sections 7.01(f) or 7.01(g) of the Credit Agreement and thereafter irrevocably and unconditionally promises to pay such Guaranteed Obligations to the Administrative Agent for the benefit of the Secured Parties. This Loan Guaranty is a continuing one and shall remain in full force and effect until the Termination Date, and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon.

Guaranty. (a) Each Loan Guarantor hereby The Guarantor, as the owner, directly or indirectly, of at least 50.1% of the outstanding shares of each Subsidiary Seller, acknowledges and agrees that it is jointly derives benefit from the purchase of Receivables from such Subsidiary Seller by the Purchaser pursuant to this Agreement. The Guarantor hereby unconditionally and severally liable for, andirrevocably guarantees to the Purchaser, as primary obligor and not merely as surety, the complete and absolutely timely performance on demand (after notice thereof by the Purchaser) of all obligations of each Subsidiary Seller arising under or pursuant to this Agreement, including, without limitation, regardless of the nature of the transactions contemplated hereby, the obligations set forth in Section 5.2 (Servicing Covenants), Section 11.2 (Repurchase), Section 12.1 (Taxes), Section 13.1 (Indemnification) and unconditionally guarantees Section 13.2 (Expenses); provided, however, that the Guarantor shall have no obligations hereunder with respect to any non-payment of any Purchased Receivable resulting solely from an Insolvency Event of the Lenders applicable Approved Obligor or the financial inability of such Approved Obligor to pay such Purchased Receivable on the applicable Maturity Date. This guaranty is an irrevocable, absolute, present and continuing guaranty of prompt payment when due, whether at stated maturity, upon acceleration or otherwiseperformance, and at all times thereafteris in no way conditional or contingent upon any attempt to collect from or bring action against any Subsidiary Seller, or perfect or enforce any security or upon any other action, occurrence or circumstance whatsoever. The liability of the Secured Obligations (collectively Guarantor hereunder is independent of and not in consideration of or contingent upon the “Guaranteed Obligations”). Each Loan Guarantor further agrees that liability of any other person under this or any similar instrument and the Guaranteed Obligations may be extended release of, or renewed in whole cancellation by, any party to this or in part without notice a similar instrument shall not act to release or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. For otherwise affect the avoidance of doubt, unless required by applicable law, the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary liability of the U.S. Borrower Guarantor hereunder. It shall not be treated as a primary obligor of necessary for the U.S. Borrower Guaranteed Obligations for U.S. federal Purchaser (and state tax purposes. (b) The U.S. Borrower the Guarantor hereby agrees that it is jointly and severally liable forwaives any rights which the Guarantor may have to require the Purchaser), and, as primary obligor and not merely as surety, and absolutely and unconditionally guarantees in order to the Lenders the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations (other than Secured Obligations that are expressly enforce the obligations of the U.S. Borrower pursuant Guarantor hereunder, first to (i) institute suit or exhaust its remedies against any Subsidiary Seller or any other person, (ii) enforce the Purchaser’s rights against any collateral which shall ever have been given to secure performance under this Agreement, (iii) exhaust any remedies available to the terms Purchaser against any collateral which shall ever have been given to secure performance under this Agreement, or (iv) resort to any other means of obtaining payment of the obligations of any Loan Document, Hedge Subsidiary Seller hereunder. The liability of the Guarantor hereunder shall be absolute and unconditional irrespective of: (i) any lack of validity or enforceability of any obligation of any Subsidiary Seller hereunder or of this Agreement or Cash Management Agreement, which Secured Obligations shall continue to be the primary obligations of the U.S. Borrowerany other Purchase Document as against any Subsidiary Seller; (ii) (collectively the “U.S. Borrower Guaranteed Obligations”). The U.S. Borrower further agrees that the U.S. Borrower Guaranteed Obligations may be extended any amendment or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. The provisions waiver of this Article X Agreement or any other Purchase Document executed by any Subsidiary Seller; or (other than Section 10.12iii) shall apply equally any challenge to, or lack of validity of, any Subsidiary Seller’s ownership interest (immediately prior to each purchase hereunder) in the U.S. Borrower as guarantor of the U.S. Borrower Guaranteed Obligations as to the Loan Guarantors as guarantors of the Guaranteed ObligationsPurchased Receivables.

Guaranty. Effective (aincluding retroactively) Each Loan for Guaranteed Obligations accruing before, on and after the Execution Date (as such term is defined under the Lease), Guarantor hereby agrees that it is jointly absolutely, unconditionally and severally liable for, andirrevocably guarantees, as primary principal obligor and not merely as surety, to Landlord, the full, timely and absolutely unconditional payment and unconditionally guarantees to the Lenders the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafterperformance, of the Secured Guaranteed Obligations (collectively strictly in accordance with the “Guaranteed Obligations”). Each Loan Guarantor further agrees that terms of the Lease, as such Guaranteed Obligations may be modified, amended, extended or renewed in whole or in part without notice from time to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewaltime. For the avoidance of doubt, unless required by applicable law, the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor that This is a Domestic Subsidiary Guaranty of the U.S. Borrower shall be treated as a primary obligor of the U.S. Borrower Guaranteed Obligations for U.S. federal payment and state tax purposes. (b) The U.S. Borrower hereby agrees that it is jointly and severally liable for, and, as primary obligor performance and not merely as surety, and absolutely and unconditionally guarantees to the Lenders the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations (other than Secured Obligations that are expressly the obligations of the U.S. Borrower pursuant to the terms of any Loan Document, Hedge Agreement or Cash Management Agreement, which Secured Obligations shall continue to be the primary obligations of the U.S. Borrower) (collectively the “U.S. Borrower Guaranteed Obligations”)collection. The U.S. Borrower further Guarantor agrees that Guarantor is primarily liable for and responsible for the U.S. Borrower Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, payment and that it remains bound upon its guarantee notwithstanding any such extension or renewal. The provisions of this Article X (other than Section 10.12) shall apply equally to the U.S. Borrower as guarantor of the U.S. Borrower Guaranteed Obligations as to the Loan Guarantors as guarantors performance of the Guaranteed Obligations. Guarantor shall be bound by all of the provisions, terms, conditions, restrictions and limitations contained in the Lease which are to be observed or performed by Tenant, the same as if Guarantor was named therein as Tenant with joint and several liability with Tenant, and any remedies that Landlord has under the Lease against Tenant shall apply to Guarantor as well. If Tenant defaults in any Guaranteed Obligation under the Lease, Guarantor shall in lawful money of the United States, pay to Landlord on demand the amount due and owing under the Lease. Guarantor waives any rights to notices of acceptance, modifications, amendment, extension or breach of the Lease. If Guarantor is a natural person, it is expressly agreed that this guaranty shall survive the death of such guarantor and shall continue in effect. The obligations of Guarantor under this Guaranty are independent of the obligations of Tenant or any other guarantor. Guarantor acknowledges that this Guaranty and Guarantor’s obligations and liabilities under this Guaranty are and shall at all times continue to be absolute and unconditional in all respects and shall be the separate and independent undertaking of Guarantor without regard to the genuineness, validity, legality or enforceability of the Lease, and shall at all times be valid and enforceable irrespective of any other agreements or circumstances of any nature whatsoever which might otherwise constitute a defense to this Guaranty and the obligations and liabilities of Guarantor under this Guaranty or the obligations or liabilities of any other person or entity (including, without limitation, Tenant) relating to this Guaranty or the obligations or liabilities of Guarantor hereunder or otherwise with respect to the Lease or to Tenant. Guarantor hereby absolutely, unconditionally and irrevocably waives any and all rights it may have to assert any defense, set-off, counterclaim or cross-claim of any nature whatsoever with respect to this Guaranty or the obligations or liabilities of Guarantor under this Guaranty or the obligations or liabilities of any other person or entity (including, without limitation, Tenant) relating to this Guaranty or the obligations or liabilities of Guarantor under this Guaranty or otherwise with respect to the Lease, in any action or proceeding brought by the holder hereof to enforce the obligations or liabilities of Guarantor under this Guaranty. This Guaranty sets forth the entire agreement and understanding of Landlord and Guarantor, and Guarantor acknowledges that no oral or other agreements, understandings, representations or warranties exist with respect to this Guaranty or with respect to the obligations or liabilities of Guarantor under this Guaranty. The obligations of Guarantor under this Guaranty shall be continuing and irrevocable (a) during any period of time when the liability of Tenant under the Lease continues, and (b) until all of the Guaranteed Obligations have been fully discharged by payment, performance or compliance. If at any time all or any part of any payment received by Landlord from Tenant or Guarantor or any other person under or with respect to the Lease or this Guaranty has been refunded or rescinded pursuant to any court order, or declared to be fraudulent or preferential, or are set aside or otherwise are required to be repaid to Tenant, its estate, trustee, receiver or any other party, including as a result of the insolvency, bankruptcy or reorganization of Tenant or any other party (an “Invalidated Payment”), then Guarantor’s obligations under the Guaranty shall, to the extent of such Invalidated Payment be reinstated and deemed to have continued in existence as of the date that the original payment occurred. This Guaranty shall not be affected or limited in any manner by whether Tenant may be liable, with respect to the Guaranteed Obligations individually, jointly with other primarily, or secondarily.

Guaranty. (a) Each Loan Guarantor To induce the Company to enter into this Agreement, SMP, intending to be legally bound, hereby agrees that it is jointly absolutely, irrevocably and severally liable for, andunconditionally guarantees, as primary obligor and not merely as surety, and absolutely and unconditionally guarantees to the Lenders Company the prompt due and punctual payment of all amounts payable from Parent or Merger Sub under this Agreement, in each case, as and when duedue (collectively, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations (collectively the “Guaranteed Obligations”), whether now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, and however arising under this Agreement. Each Loan Guarantor further This guarantee may not be revoked or terminated and will remain in full force and effect without interruption and will be binding on SMP and its successors and assigns until the Guaranteed Obligations have been satisfied in full. (b) SMP promises and undertakes to make all payments hereunder without deduction or offset for any defense, claim, or counterclaim of SMP of any kind. (c) The guarantee set forth in Section 9.12(a) (the “Guarantee”) is an absolute, unconditional, irrevocable and continuing (irrespective of any modification, waiver, amendment, restatement or consent to departure from any terms of this Agreement that may be agreed to by Parent or Merger Sub) guarantee of the full and punctual payment by Parent and Merger Sub of the Guaranteed Obligations and not of collection and is binding upon SMP and its successors and assigns, and SMP irrevocably waives any right to revoke the guarantee set forth in this Section 9.12 as to future transactions giving rise to any Guaranteed Obligations. Should Parent or Merger Sub default in the payment of any of the Guaranteed Obligations, SMP’s obligations hereunder will become immediately due and payable in immediately available funds to the Company or the Paying Agent or, to the extent such obligations become due and payable after the Effective Time, to the former holders of Certificates, Book-Entry Shares, Company Share Awards, or to the Company Indemnified Parties. Claims hereunder may be made on one or more occasions. (d) SMP agrees that the Guaranteed Obligations may will not be extended released or renewed discharged, in whole or in part, or otherwise affected or impaired by (i) the failure or delay on the part without notice of the Company to assert any claim or further assent from itdemand or to enforce any right or remedy against Parent or Merger Sub, except to the extent Parent or Merger Sub successfully asserts rights as a result of such failure or delay that are not the subject of subclause (iv) of this Section 9.12(d); (ii) any renewal, extension, acceleration or other change in the time, place or manner of payment of the Guaranteed Obligations or rescission, waiver, compromise, consolidation, subordination or other waiver, amendment or modification of any of the terms or provisions of this Agreement made in accordance with the terms of this Agreement; (iii) any change in the corporate existence, structure or ownership of Parent or Merger Sub; (iv) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent or Merger Sub; (v) any request or acceptance of other guaranties of the Guaranteed Obligations or the taking or holding of security for the payment of the Guaranteed Obligations; (vi) the enforcement or application of any security now or hereafter held in respect of the Guaranteed Obligations; (vii) the exercise of other rights or remedies available to the Company or the other beneficiaries, or any of them, under this Agreement, at law or in equity, except to the extent Parent or Merger Sub successfully asserts rights as a result of such exercise that are not the subject of subclause (iv) of this Section 9.12(d); (viii) any breach of this Agreement by Parent, Merger Sub or, with respect to the provisions that SMP is expressly a party to for purposes of this Agreement, SMP; (ix) any lack of legality, validity or enforceability of the Guaranteed Obligations, this Agreement or any agreement or instrument relating thereto or referred to herein; or (x) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of SMP as an obligor in respect of the Guaranteed Obligations (in all cases other than payment in full of the Guaranteed Obligations, any insolvency, bankruptcy, reorganization or other similar proceeding affecting SMP or its assets, and defenses to the payment of the Guaranteed Obligations that are available to Parent or Merger Sub under this Agreement that are not the subject to subclause (iv) of this Section 9.12(d)). SMP waives promptness, diligence, notice of the acceptance of the Guarantee and of the Guaranteed Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the Guaranteed Obligations incurred and all other notices of any kind, all defenses which may be available by virtue of any valuation, stay, statute of limitations, moratorium Law or other similar Law now or hereafter in effect, any right to require the marshalling of assets of Parent or Merger Sub or any other Person interested in the Transactions, any right to require the Company to proceed against Parent or Merger Sub or any other Person, any right to require the Company to proceed against or exhaust any security or pursue any other remedy, any defense arising by reason of the incapacity, lack of authority or any disability or other defense of Parent or Merger Sub and all suretyship defenses generally (in all cases other than Fraud by the Company, payment in full of the Guaranteed Obligations, any principles or provisions of law, statutory or otherwise, that are or might be in conflict with the terms of the guarantee set forth in this Section 9.12, any legal or equitable discharge of SMP’s obligations hereunder and defenses to the payment of the Guaranteed Obligations that are available to Parent or Merger Sub under this Agreement). SMP acknowledges that it remains bound upon its guarantee notwithstanding any has received and will receive substantial direct and indirect benefits from the Transactions and that the waivers set forth in this Section 9.12 are knowingly made in contemplation of such extension or renewal. For the avoidance of doubt, unless required by applicable law, the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary of the U.S. Borrower shall be treated as a primary obligor of the U.S. Borrower Guaranteed Obligations for U.S. federal and state tax purposesbenefits. (be) The U.S. Borrower hereby agrees that No failure on the part of the Company to exercise, and no delay in exercising, any right, remedy or power pursuant to this Section 9.12 will operate as a waiver thereof, nor will any single or partial exercise by the Company of any right, remedy or power pursuant to this Section 9.12 preclude any other or future exercise of any right, remedy or power pursuant to this Section 9.12. Each and every right, remedy and power granted to the Company pursuant to this Section 9.12 or allowed it is jointly and severally liable for, and, as primary obligor by Law or agreement with respect to this Section 9.12 will be cumulative and not merely as suretyexclusive of any other, and absolutely may be exercised by the Company at any time or from time to time. The Company will not have any obligation to proceed at any time or in any manner against, exhaust any or all of the Company’s rights against Parent or Merger Sub prior to proceeding against SMP hereunder or resort to any security or other means of collecting payment. This Guarantee may only be amended by a writing signed and unconditionally guarantees delivered by SMP and the Company. (f) SMP hereby represents and warrants to the Lenders Company and covenants that: (i) the prompt payment when dueexecution, delivery and performance of this Agreement has been duly authorized by all necessary action, and no other proceedings on the part of SMP or its stockholders are necessary to authorize this Agreement, and do not contravene any provision of SMP’s Organizational Documents or any Law or contractual restriction binding on SMP or its assets; (ii) this Agreement constitutes a legal, valid and binding obligation of SMP enforceable against SMP in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including all Laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in an Action at stated maturitylaw or in equity); and (iii) SMP will not issue any press release or other communication in contravention of Section 6.07. (g) In the event that all or any portion of the Guaranteed Obligations is paid by Parent or Merger Sub, upon acceleration the obligations of SMP hereunder will be reinstated in the event that all or any part of such payment(s) is rescinded or recovered directly or indirectly from the Company or any other beneficiary as a preference, fraudulent transfer or otherwise, and at all times thereafter, of the Secured Obligations (other than Secured Obligations any such payments that are expressly the obligations of the U.S. Borrower pursuant to the terms of any Loan Document, Hedge Agreement so rescinded or Cash Management Agreement, which Secured Obligations recovered shall continue to be the primary obligations of the U.S. Borrower) (collectively the “U.S. Borrower Guaranteed Obligations”). The U.S. Borrower further agrees that the U.S. Borrower Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. The provisions of this Article X (other than Section 10.12) shall apply equally to the U.S. Borrower as guarantor of the U.S. Borrower Guaranteed Obligations as to the Loan Guarantors as guarantors of the constitute Guaranteed Obligations. (h) Nothing in this Section 9.12 will waive any defenses, counterclaims, or rights of setoff that Parent or Merger Sub may have under this Agreement or applicable Law.

Guaranty. (a) Each Loan Guarantor To induce the Company to enter into this Agreement, Sumitomo, intending to be legally bound, hereby agrees that it is jointly absolutely, irrevocably and severally liable for, andunconditionally guarantees, as primary obligor and not merely as surety, and absolutely and unconditionally guarantees to the Lenders Company the prompt due and punctual payment of all amounts payable from Parent or Merger Sub under this Agreement, in each case as and when duedue (collectively, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations (collectively the “Guaranteed Obligations”), whether now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, and however arising under this Agreement. Each Loan Guarantor further This guarantee may not be revoked or terminated and will remain in full force and effect without interruption and will be binding on Sumitomo and its successors and assigns until the Guaranteed Obligations have been satisfied in full. (b) Sumitomo promises and undertakes to make all payments hereunder without deduction or offset for any defense, claim, or counterclaim of Sumitomo of any kind. (c) The guarantee set forth in Section 9.13(a) (the “Guarantee”) is an absolute, unconditional, and continuing guarantee of the full and punctual payment by Parent and Merger Sub of the Guaranteed Obligations and not of collection and is binding upon Sumitomo and its successors and assigns, and Sumitomo irrevocably waives any right to revoke the guarantee set forth in this Section 9.13 as to future transactions giving rise to any Guaranteed Obligations. Should Parent or Merger Sub default in the payment of any of the Guaranteed Obligations, Sumitomo’s obligations hereunder will become immediately due and payable in immediately available funds to the Company or, to the extent such obligations become due and payable after the Effective Time, to the former holders of Certificates, Book-Entry Shares, Company Share Awards, or to the Indemnified Persons. Claims hereunder may be made on one or more occasions. (d) Sumitomo agrees that the Guaranteed Obligations may will not be extended released or renewed discharged, in whole or in part, or otherwise affected or impaired by (i) the failure or delay on the part without notice of the Company to assert any claim or further assent from itdemand or to enforce any right or remedy against Parent or Merger Sub, except to the extent Parent or Merger Sub successfully asserts rights as a result of such failure or delay that are not the subject to subclause (iv) of this Section 9.13(d); (ii) any renewal, extension, acceleration or other change in the time, place or manner of payment of the Guaranteed Obligations or rescission, waiver, compromise, consolidation, subordination or other waiver, amendment or modification of any of the terms or provisions of this Agreement made in accordance with the terms of this Agreement; (iii) any change in the corporate existence, structure or ownership of Parent or Merger Sub; (iv) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent or Merger Sub or their assets; (v) any request or acceptance of other guaranties of the Guaranteed Obligations or the taking or holding of security for the payment of the Guaranteed Obligations; (vi) the enforcement or application of any security now or hereafter held in respect of the Guaranteed Obligations; (vii) the exercise of other rights or remedies available to the Company or the other beneficiaries, or any of them, under this Agreement, at law or in equity, except to the extent Parent or Merger Sub successfully asserts rights as a result of such exercise that are not the subject to subclause (iv) of this Section 9.13(d); and (viii) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of Sumitomo as an obligor in respect of the Guaranteed Obligations (in all cases other than payment in full of the Guaranteed Obligations, any insolvency, bankruptcy, reorganization or other similar proceeding affecting Sumitomo or its assets, and defenses to the payment of the Guaranteed Obligations that are available to Parent or Merger Sub under this Agreement that are not the subject to subclause (iv) of this Section 9.13(d)). Sumitomo waives promptness, diligence, notice of the acceptance of the Guarantee and of the Guaranteed Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the Guaranteed Obligations incurred and all other notices of any kind, all defenses which may be available by virtue of any valuation, stay, statute of limitations, moratorium Law or other similar Law now or hereafter in effect, any right to require the marshalling of assets of Parent or Merger Sub or any other Person interested in the Transactions, any right to require the Company to proceed against Parent or Merger Sub or any other Person, any right to require the Company to proceed against or exhaust any security or pursue any other remedy, any defense arising by reason of the incapacity, lack of authority or any disability or other defense of Parent or Merger Sub and all suretyship defenses generally (in all cases other than fraud by the Company, payment in full of the Guaranteed Obligations, any principles or provisions of law, statutory or otherwise, that are or might be in conflict with the terms of the guarantee set forth in this Section 9.13, any legal or equitable discharge of Sumitomo’s obligations hereunder and defenses to the payment of the Guaranteed Obligations that are available to Parent or Merger Sub under this Agreement). Sumitomo acknowledges that it remains bound upon its guarantee notwithstanding any has received and will receive substantial direct and indirect benefits from the Transactions and that the waivers set forth in this Section 9.13 are knowingly made in contemplation of such extension or renewal. For the avoidance of doubt, unless required by applicable law, the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary of the U.S. Borrower shall be treated as a primary obligor of the U.S. Borrower Guaranteed Obligations for U.S. federal and state tax purposesbenefits. (be) No failure on the part of the Company to exercise, and no delay in exercising, any right, remedy or power pursuant to this Section 9.13 will operate as a waiver thereof, nor will any single or partial exercise by the Company of any right, remedy or power pursuant to this Section 9.13 preclude any other or future exercise of any right, remedy or power pursuant to this Section 9.13. Each and every right, remedy and power granted to the Company pursuant to this Section 9.13 or allowed it by Law or agreement with respect to this Section 9.13 will be cumulative and not exclusive of any other, and may be exercised by the Company at any time or from time to time. The U.S. Borrower hereby Company will not have any obligation to proceed at any time or in any manner against, exhaust any or all of the Company’s rights against Parent or Merger Sub prior to proceeding against Sumitomo hereunder or resort to any security or other means of collecting payment. This Guarantee may only be amended by a writing signed and delivered by Sumitomo and the Company. Sumitomo agrees that it is jointly Section 9.02, Section 9.08 and severally liable forSection 9.10 apply to Sumitomo solely with respect to this Section 9.13. (f) Sumitomo hereby represents and warrants to the Company and covenants that: (i) the execution, and, as primary obligor delivery and not merely as suretyperformance of this Agreement has been duly authorized by all necessary action, and absolutely no other proceedings on the part of Sumitomo or its stockholders are necessary to authorize this Agreement, and unconditionally guarantees do not contravene any provision of Sumitomo’s organizational documents or any Law or contractual restriction binding on Sumitomo or its assets; (ii) this Agreement constitutes a legal, valid and binding obligation of Sumitomo enforceable against Sumitomo in accordance with its terms, subject to the Lenders effect of any applicable bankruptcy, insolvency (including all Laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the prompt payment when dueeffect of general principles of equity (regardless of whether considered in an Action at law or in equity), whether at stated maturityand (iii) Sumitomo will not issue any press release or other communication in contravention of Section 6.07. (g) In the event that all or any portion of the Guaranteed Obligations is paid by Parent or Merger Sub, upon acceleration the obligations of Sumitomo hereunder will be reinstated in the event that all or any part of such payment(s) is rescinded or recovered directly or indirectly from the Company or any other beneficiary as a preference, fraudulent transfer or otherwise, and at all times thereafter, of the Secured Obligations (other than Secured Obligations any such payments that are expressly the obligations of the U.S. Borrower pursuant to the terms of any Loan Document, Hedge Agreement so rescinded or Cash Management Agreement, which Secured Obligations recovered shall continue to be the primary obligations of the U.S. Borrower) (collectively the “U.S. Borrower Guaranteed Obligations”). The U.S. Borrower further agrees that the U.S. Borrower Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. The provisions of this Article X (other than Section 10.12) shall apply equally to the U.S. Borrower as guarantor of the U.S. Borrower Guaranteed Obligations as to the Loan Guarantors as guarantors of the constitute Guaranteed Obligations. (h) Nothing in this Section 9.13 will waive any defenses, counterclaims, or rights of setoff that Parent or Merger Sub may have under this Agreement or applicable Law.

Guaranty. Section 22.1 As additional security for the faithful performance by tenant of all convents, conditions and agreements of this Lease, Guarantor has executed and delivered Landlord a guaranty of lease in the form of the attached Exhibit C (athe “Guaranty of Lease”) Each Loan Guarantor hereby agrees that unconditionally guaranteeing to Landlord the due and punctual payment and performance by tenant of all of tenant’s obligations hereunder for the time period and as otherwise more particularly set forth in the Guaranty of Lease. No right or remedy available to Landlord under the Guaranty of Lease or this Lease shall extinguish any other right to which Landlord may be entitled. In furtherance of the foregoing, it is jointly understood that in the event Tenant fails to perform any of its obligations hereunder, neither the Security Deposit nor any amounts recovered by Landlord under the Guaranty of Lease shall be deemed liquidated damages. Landlord may apply such sums to reduce Landlord’s damages and severally liable forsuch application of funds shall not preclude Landlord from recovering from Tenant or Guarantor all additional damages incurred by Landlord by reason of Tenant’s failure to perform hereunder. Section 22.2 Tenant covenants and agrees that, andat any time, within thirty (30) days after notice and demand by landlord, Tenant shall cause Guarantor to furnish Landlord financial statements as primary obligor and not merely as suretyof the end of such Guarantor’s last fiscal year certified by an independent certified public accountant, and absolutely Tenant and unconditionally guarantees Guarantor consent to the Lenders the prompt payment when due, whether at stated maturity, upon acceleration delivery of same by Landlord to lenders or otherwise, and at prospective lenders or purchasers of all times thereafter, or part of the Secured Obligations (collectively Building or the “Guaranteed Obligations”). Each Loan Guarantor further agrees that the Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. For the avoidance of doubt, unless required by applicable law, the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary of the U.S. Borrower shall be treated as a primary obligor of the U.S. Borrower Guaranteed Obligations for U.S. federal and state tax purposesLeased Land. (b) The U.S. Borrower hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, and absolutely and unconditionally guarantees to the Lenders the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations (other than Secured Obligations that are expressly the obligations of the U.S. Borrower pursuant to the terms of any Loan Document, Hedge Agreement or Cash Management Agreement, which Secured Obligations shall continue to be the primary obligations of the U.S. Borrower) (collectively the “U.S. Borrower Guaranteed Obligations”). The U.S. Borrower further agrees that the U.S. Borrower Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. The provisions of this Article X (other than Section 10.12) shall apply equally to the U.S. Borrower as guarantor of the U.S. Borrower Guaranteed Obligations as to the Loan Guarantors as guarantors of the Guaranteed Obligations.

Guaranty. (a) Each Loan Subject to the terms and provisions hereof, from and after the Effective Date through the Termination Date (as defined below), Guarantor hereby agrees that it is jointly absolutely, unconditionally and severally liable forirrevocably guarantees the timely and complete payment in immediately available funds, andwithout duplication, of all obligations of Obligors, as primary obligor and not merely as suretywhen the same shall become due, and absolutely and unconditionally guarantees (i) to Buyers pursuant to the Lenders the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, Agreement and at all times thereafter, (ii) to Buyer Indemnified Parties pursuant to Section 9.2(a) of the Secured Obligations Agreement (collectively collectively, the “Guaranteed Obligations”). Each Loan This Guaranty shall constitute a continuing guarantee of payment of the Guaranteed Obligations, but not of collection. (b) Guarantor further agrees is liable for the timely and complete payment of the Guaranteed Obligations, as set forth in this Guaranty, as a primary obligor. Without waiving any of the Guarantor’s rights hereunder, this Guaranty is effective as a waiver of, and Guarantor hereby expressly waives, any and all rights to which Guarantor may otherwise have been entitled under any suretyship Laws in effect from time to time in the State of New York. (c) No exculpatory language contained in any of the other Transaction Documents shall in any event or under any circumstances modify, qualify or affect the obligations and liabilities of Guarantor hereunder, except to the extent expressly set forth herein. This Guaranty may not be revoked by Guarantor and shall continue to be effective with respect to the Guaranteed Obligations arising or created after any attempted revocation by Guarantor. It is the intent of the parties hereto that, subject to the terms of this Guaranty, including Section 2, (i) the obligations and liabilities of Guarantor hereunder are absolute and unconditional under any and all circumstances and (ii) so long as any portion of the Guaranteed Obligations shall remain outstanding, the obligations and liabilities of Guarantor hereunder shall not be discharged or released in whole or in part, by any act or occurrence (including the fact that at any time or from time to time the Guaranteed Obligations may be extended increased or renewed in whole reduced) that might, but for the provisions of this Guaranty, be deemed a legal or in part without notice to equitable discharge or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. For the avoidance release of doubt, unless required by applicable law, the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary of the U.S. Borrower shall be treated as a primary obligor of the U.S. Borrower Guaranteed Obligations for U.S. federal and state tax purposesGuarantor. (bd) The U.S. Borrower hereby agrees that it is jointly and severally liable for, and, Except as primary obligor and not merely as surety, and absolutely and unconditionally guarantees provided in Section 2(a) or to the Lenders extent of any set-off, offset, claim or defense expressly provided for in this Guaranty, the prompt payment when dueGuaranteed Obligations and the liabilities and obligations of Guarantor to Buyers hereunder shall not be reduced, whether at stated maturitydischarged or released because or by reason of any existing or future set-off, upon acceleration offset, claim or otherwise, and at all times thereafter, defense of any kind or nature that any of the Secured Obligations (Obligors, Guarantor or any other than Secured Obligations that are expressly the obligations of the U.S. Borrower pursuant to the terms of any Loan Document, Hedge Agreement Person has or Cash Management Agreement, which Secured Obligations shall continue to be the primary obligations of the U.S. Borrower) (collectively the “U.S. Borrower Guaranteed Obligations”). The U.S. Borrower further agrees that the U.S. Borrower Guaranteed Obligations may be extended hereafter have against Buyers or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. The provisions of this Article X (other than Section 10.12) shall apply equally to the U.S. Borrower as guarantor of the U.S. Borrower Guaranteed Obligations as to the Loan Guarantors as guarantors against payment of the Guaranteed Obligations.

Guaranty. (a) Each Loan Guarantor hereby agrees that it is jointly and severally liable forOn or before the Commencement Date, andTenant shall deposit with Landlord, as primary obligor and not merely as surety, and absolutely and unconditionally guarantees to security for the Lenders the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations Rent due hereunder and the full and faithful performance by Tenant of the covenants and conditions on the part of Tenant to be performed under this Lease, a cash security deposit (collectively the “Guaranteed ObligationsSecurity Deposit”). Each Loan Guarantor further agrees that the Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. For the avoidance of doubt, unless required by applicable law, the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary The initial amount of the U.S. Borrower Security Deposit shall be treated as a primary obligor the sum of One Hundred Fifty-Five Thousand Seven Hundred Ten and no/100 ($155,710.00) Dollars. In the event of any default by Tenant under this Lease, Landlord is hereby authorized to draw upon the Security Deposit to cure the default. In such case, Tenant shall immediately provide Landlord with additional cash in the amount equal to the aggregate of twelve (12) monthly payments of the U.S. Borrower Guaranteed Obligations for U.S. federal and state tax purposesthen-current Basic Rent. (b) The U.S. Borrower hereby agrees remainder of the Security Deposit shall be returned to Tenant after the expiration of the Term, provided that it Tenant has fully and faithfully performed all such covenants and conditions of this Lease, is jointly not in arrears in Rent and severally liable forhas vacated the Premises. In the event of a sale, andpledge, transfer or encumbrance of the Premises subject to this Lease, Landlord shall have the right to transfer the Security Deposit to a purchaser or lender, as primary obligor and not merely as suretyapplicable, and absolutely and unconditionally guarantees Landlord shall be considered released by Tenant from all liability for the return of the Security Deposit. All costs incurred in connection with the transfer of the Security Deposit shall be paid by Tenant. It is agreed that this shall apply to every transfer or assignment made of the Security Deposit to the Lenders new landlord. (c) In the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, event of the Secured Obligations (other than Secured Obligations that are expressly insolvency of Tenant or in the obligations event of the U.S. Borrower pursuant to entry of a judgment in bankruptcy in any court against Tenant which is not discharged within thirty (30) days after entry, or in the terms event a petition is filed by or against Tenant under any chapter of the bankruptcy or insolvency laws of any Loan Documentstate or the United States of America, Hedge Agreement or Cash Management Agreement, which Secured Obligations shall continue then and in such event Landlord may require Tenant to be the primary obligations of the U.S. Borrower) (collectively the “U.S. Borrower Guaranteed Obligations”). The U.S. Borrower further agrees that the U.S. Borrower Guaranteed Obligations deposit additional security in such amount as may be extended or renewed in whole or in part without notice necessary to or further assent from itadequately assure Tenant's performance of all of its obligations under this Lease, and that it remains bound upon its guarantee notwithstanding any such extension or renewalincluding all payments subsequently accruing. The provisions Failure of Tenant to deposit the additional security required by this Article X section within ten (other than Section 10.1210) days after Landlord's written demand shall apply equally to the U.S. Borrower as guarantor of the U.S. Borrower Guaranteed Obligations as to the Loan Guarantors as guarantors of the Guaranteed Obligationsconstitute a default by Tenant under this Lease.

Guaranty. (a) Each Loan The Guarantor hereby agrees that it is jointly and severally liable forirrevocably, and, as primary obligor and not merely as surety, and absolutely and unconditionally guarantees to the Lenders Beneficiary, in terms of Articles 2794, 2795, 2798, 2800 and other and other applicable of the Mexican Federal Civil Code, and the corresponding Articles of the federal entities of the United Mexican States, the prompt payment and punctual payment, performance or delivery when due, whether at stated maturity, upon acceleration or otherwise, due of any and at all times thereafter, present and future obligations regarding the obligations of the Secured Obligations Issuer under the Notes and the Indenture, including but not limited to the payment of principal or interest, reimbursement of amounts drawn under fees, reasonable expenses, losses and reasonable lawyers fees that the Beneficiary may need, as consequence of an event of default as described in section 6.01 of the Indenture (collectively the “Guaranteed Obligations”). Each Loan Guarantor further agrees In the event that any portion of the Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from itis paid by the Issuer, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. For the avoidance of doubt, unless required by applicable law, the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary of the U.S. Borrower shall be treated as a primary obligor of the U.S. Borrower Guaranteed Obligations for U.S. federal and state tax purposes. (b) The U.S. Borrower hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, and absolutely and unconditionally guarantees to the Lenders the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations (other than Secured Obligations that are expressly the obligations of the U.S. Borrower pursuant to the terms of any Loan Document, Hedge Agreement or Cash Management Agreement, which Secured Obligations Guarantor hereunder shall continue to be and remain in full force and effect. The Guarantor and, by their acceptance of the primary benefits of this Guaranty, the Beneficiary hereby confirm that it is their intention that this Guaranty and the obligations of the U.S. Borrower) (collectively Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of any bankruptcy, insolvency, concurso mercantile, reorganization, liquidation or similar foreign, federal or state law to the “U.S. Borrower Guaranteed Obligations”)extent applicable to this Guaranty and the obligations of the Guarantor hereunder. The U.S. Borrower further To effectuate the foregoing intention, the Guarantor and, by their acceptance of the benefits of this Guaranty, the Beneficiary hereby irrevocably agrees that the U.S. Borrower Guaranteed Obligations may obligations of the Guarantor under this Guaranty at any time shall be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. The provisions of this Article X (other than Section 10.12) shall apply equally limited to the U.S. Borrower maximum amount as guarantor of the U.S. Borrower Guaranteed Obligations as to the Loan Guarantors as guarantors of the Guaranteed Obligationswill result in such obligations not constituting a fraudulent transfer or conveyance.

Guaranty. The Reporting Entity will cause each Affiliate (other than the Company) which delivers a Guaranty of outstanding borrowings or available borrowing capacity (subject only to customary conditions) under a Material Credit Facility or becomes an obligor, co-obligor, borrower or co-borrower of outstanding borrowings or has available borrowing capacity (subject only to customary conditions) under a Material Credit Facility to concurrently enter into an Affiliate Guaranty, and as promptly as reasonably practicable will deliver to each of the holders of the Notes the following items: (a) Each Loan Guarantor hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, and absolutely and unconditionally guarantees to the Lenders the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, an executed counterpart of the Secured Obligations joinder agreement pursuant to which such Affiliate has become bound by the Affiliate Guaranty (collectively it being understood that such joinder shall also join any New PubCo hereto as the “Guaranteed ObligationsReporting Entity”). Each Loan Guarantor further agrees that the Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. For the avoidance of doubt, unless required by applicable law, the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary of the U.S. Borrower shall be treated as a primary obligor of the U.S. Borrower Guaranteed Obligations for U.S. federal and state tax purposes.; (b) The U.S. Borrower hereby agrees that it is jointly a certificate signed by the President, a Vice President or another authorized Responsible Officer of such Affiliate making representations and severally liable forwarranties to the effect of those contained in Sections 5.1, 5.2, 5.6 and 5.7, but with respect to such Affiliate and the Affiliate Guaranty, as applicable; (c) such documents and evidence with respect to such Affiliate as the Required Holders may reasonably request in order to establish the existence and, as primary obligor if applicable, good standing of such Affiliate and not merely as surety, and absolutely and unconditionally guarantees the authorization of the transactions contemplated by the Affiliate Guaranty; (d) an opinion of counsel reasonably satisfactory to the Lenders Required Holders to the prompt payment when dueeffect that such Affiliate Guaranty has been duly authorized, whether at stated maturityexecuted and delivered and constitutes the legal, upon acceleration valid and binding obligation of such Affiliate enforceable in accordance with its terms, subject to customary exceptions, assumptions and qualifications; provided that an opinion from a nationally recognized law firm and/or in-house counsel of the Company shall be reasonably satisfactory to the Required Holders; and (e) with respect to any Foreign Guarantor, evidence of the acceptance by STERIS Corporation or otherwiseCT Corporation System, and at all times thereafteras applicable, of the Secured Obligations (other than Secured Obligations that are expressly the obligations appointment of designation provided for by Section 8 of the U.S. Borrower pursuant Affiliate Guaranty, as such Guarantor’s agent to receive, for it and on its behalf, service of process, for the terms period from the date of any Loan Documentsuch Affiliate Guaranty to February 27, Hedge Agreement or Cash Management Agreement, which Secured Obligations shall continue to be 2033 (and the primary obligations payment in full of the U.S. Borrower) (collectively the “U.S. Borrower Guaranteed Obligations”all fees in respect thereof). The U.S. Borrower further agrees that the U.S. Borrower Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. The provisions of this Article X (other than Section 10.12) shall apply equally to the U.S. Borrower as guarantor of the U.S. Borrower Guaranteed Obligations as to the Loan Guarantors as guarantors of the Guaranteed Obligations.

Guaranty. (a) Each Loan Guarantor Partner (together with any Person who may hereafter agree to become a guarantor under this Agreement by signing a written instrument expressly agreeing to be so bound, each a "GUARANTOR," and collectively, the "GUARANTORS") hereby agrees that it is jointly unconditionally and irrevocably guarantees severally liable for, and, as primary obligor (and not merely as suretyjointly) the full payment in cash, and absolutely and unconditionally guarantees to the Lenders the prompt payment when due, whether at stated maturity, upon acceleration or otherwiseof such Guarantor's Pro Rata Share of the Clawback Obligation, and at all times thereafterif for any reason the Partnership (the "OBLIGOR") shall fail fully and punctually to pay the Clawback Obligation, each of the Secured Obligations Guarantors shall pay its Pro Rata Share of such Clawback Obligation; provided that (collectively i) the “Guaranteed Obligations”)payment obligation of each Guarantor shall be reduced by any amounts applied from such Guarantor's Segregated Account and (ii) the amount payable by each Guarantor shall not exceed the aggregate Carried Interest distributions received by such Guarantor directly or indirectly from the Partnership (or held in such Guarantor's Segregated Account) less the deemed income tax liability (calculated based on the Tax Percentage) on income allocated with respect to such Carried Interest distributions. Each Loan Guarantor further agrees that the Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from itThis Agreement is an absolute, unconditional, continuing guarantee of payment and not of collection, and is in no way conditioned or contingent upon any attempt to collect from the Obligor, enforce performance by the Obligor or on any other condition or contingency. (a) Each guaranty pursuant to paragraph (a) above is expressly for the benefit of the Funds and the limited partners of the Funds (the "FUND LIMITED PARTNERS") and shall not be impaired, discharged or terminated by any other act or omission that it remains bound upon its guarantee notwithstanding any such extension or renewal. For the avoidance of doubtmay, unless required by in accordance with applicable law, affect the parties hereto acknowledge enforceability of a guaranty, and agree shall not be affected by the bankruptcy, insolvency or inability to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary pay of the U.S. Borrower shall Obligor, a Guarantor or of any other party. Paragraph (a) above may not be treated as amended in a primary obligor manner adverse to the Fund Limited Partners without the consent of the U.S. Borrower Guaranteed Obligations for U.S. federal and state tax purposes"Required Limited Partners" of the Funds (as defined in the Fund Partnership Agreements). (b) Promptly following the determination that a contribution is required to be made by the Obligor pursuant to Section 10.04(b) of the Fund Partnership Agreement, the Obligor shall notify the Guarantors of each Guarantor's Pro Rata Share of the amount of the Clawback Obligation, after application of the amounts in the Segregated Accounts, which shall be payable to the Partnership or as otherwise designated in such notice. When the Clawback Obligation becomes due and payable and the Obligor fails to fully and punctually pay and perform its Clawback Obligation, the Funds or any of the Fund Limited Partners may make demand upon a Guarantor for the payment of such Guarantor's obligations hereunder. (c) To the fullest extent permitted by law, the Guarantor irrevocably waives acceptance hereof, presentment, demand, protest, benefit of order, notice of dishonor and any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against the Obligor or any other Person. (d) The U.S. Borrower obligations of each Guarantor under this Agreement shall be unconditional and primary (as though such Guarantor were the maker of its Pro Rata Share of the Clawback Obligation), irrespective of the validity or enforceability of the Clawback Obligation, and shall not be affected by any action taken under the Clawback Obligation in the exercise of any right or remedy therein conferred, or by any failure or omission on the part of the Funds or the Fund Limited Partners to enforce any right given thereunder or hereunder or any remedy therein conferred, or by any failure or omission on the part of the Funds or the Fund Limited Partners to enforce any right given thereunder or hereunder or any remedy conferred thereby or hereby, or by any waiver of any term, covenant, agreement or condition of the Clawback Obligation or this Agreement, or by any other circumstance which may or might be in any manner or to any extent vary the risk of any Guarantor hereunder. (e) Except for the addition of Guarantors set forth in the following sentence and subject to the second sentence of Section 13.02(b), this Article 13 may not be amended except with the written consent of the Required Partners and the unanimous consent of the Guarantors. The Obligor hereby agrees that it is jointly will not admit any Person as a Partner and severally liable for, and, as primary obligor and the General Partner hereby agrees that it will not merely as surety, and absolutely and unconditionally guarantees permit any Person to the Lenders the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, become entitled to any share of the Secured Obligations (other than Secured Obligations that are expressly the obligations of the U.S. Borrower its distributions unless such Person shall have first executed a supplement hereto pursuant to the terms of any Loan Document, Hedge Agreement or Cash Management Agreement, which Secured Obligations shall continue such Person agrees to become a Guarantor hereunder and to be bound by the primary obligations of the U.S. Borrower) (collectively the “U.S. Borrower Guaranteed Obligations”). The U.S. Borrower further agrees that the U.S. Borrower Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. The provisions of this Article X (other than Section 10.12) shall apply equally to the U.S. Borrower as guarantor of the U.S. Borrower Guaranteed Obligations as to the Loan Guarantors as guarantors of the Guaranteed Obligations13.

Guaranty. (a) Each Loan Guarantor The Parent hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, and absolutely and unconditionally guarantees to the Lenders holders of Notes the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured obligations and all costs and expenses including, without limitation, all court costs and reasonable attorneys’ and paralegals’ fees (including allocated costs of in‑house counsel and paralegals that are documented in writing) and expenses paid or incurred by the holders of Notes in endeavoring to collect all or any part of the Obligations from, or in prosecuting any action against, the Company or any other guarantor of all or any part of the Obligations (such costs and expenses, together with the obligations, collectively the “Guaranteed Obligations”). Each Loan Guarantor The Parent further agrees that the Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. For the avoidance of doubt, unless required by applicable law, the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary of the U.S. Borrower shall be treated as a primary obligor of the U.S. Borrower Guaranteed Obligations for U.S. federal and state tax purposes. (b) The U.S. Borrower hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, and absolutely and unconditionally guarantees to the Lenders the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations (other than Secured Obligations that are expressly the obligations of the U.S. Borrower pursuant to the All terms of any Loan Document, Hedge Agreement or Cash Management Agreement, which Secured Obligations shall continue this Parent Guaranty apply to be the primary obligations of the U.S. Borrower) (collectively the “U.S. Borrower Guaranteed Obligations”). The U.S. Borrower further agrees that the U.S. Borrower Guaranteed Obligations and may be enforced by or on behalf of any domestic or foreign branch or Affiliate of any holder of a Note that extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. The provisions of this Article X (other than Section 10.12) shall apply equally to the U.S. Borrower as guarantor of the U.S. Borrower Guaranteed Obligations as to the Loan Guarantors as guarantors portion of the Guaranteed Obligations. The Parent irrevocably and unconditionally agrees that if any of the Guaranteed Obligations is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the the holders of Notes immediately on demand against any cost, loss or liability they incur as a result of the Company not paying any amount which would, but for such unenforceability, invalidity, or illegality, have been payable by it under this Section 22 on the date when it would have been due (but so that the amount payable by the Parent under this indemnity will not exceed the amount it would have had to pay under this Section 22 if the amount claimed had been recoverable on the basis of a guaranty).

Guaranty. (a) Each Loan For valuable consideration, the receipt of which is hereby acknowledged, and to induce the Lenders to make advances to the Borrower, the Parent Guarantor hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, and absolutely and unconditionally guarantees to the Lenders the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of any and all existing and future Obligations of the Secured Borrower to the Administrative Agent, the Lenders, or any of them, under or with respect to the Loan Documents, whether for principal, interest, fees, expenses or otherwise, and all Hedging Obligations of the Borrower owing to any Lender or any Affiliate of any Lender under any Designated Hedging Agreement (collectively collectively, the “Guaranteed Obligations”). Each Loan Guarantor further agrees ; provided that the Guaranteed Obligations may be extended or renewed in whole or in part without notice of a Loan Party shall exclude any Excluded Swap Obligations with respect to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. For the avoidance of doubt, unless required by applicable law, the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary of the U.S. Borrower shall be treated as a primary obligor of the U.S. Borrower Guaranteed Obligations for U.S. federal and state tax purposesParty. (b) Without limiting the generality of the foregoing, the Parent Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Loan Party to any Lender under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party. The U.S. Borrower Parent Guarantor, and by its acceptance of this Guaranty, the Administrative Agent and each other Lender Party, hereby agrees confirms that it is jointly the intention of all such Persons that this Guaranty and severally liable forthe Obligations of the Parent Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of Debtor Relief Laws, andthe Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty and the Obligations of the Parent Guarantor hereunder. To effectuate the foregoing intention, the Administrative Agent, the Lenders and the Parent Guarantor hereby irrevocably agree that the Obligations of the Parent Guarantor under this Guaranty at any time shall be limited to the maximum amount as primary obligor will result in the Obligations of the Parent Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. The Parent Guarantor hereby unconditionally and not merely irrevocably agrees that in the event any payment shall be required to be made to any Lender under this Guaranty or any other guaranty, the Parent Guarantor will contribute, to the maximum extent permitted by law, such amounts to each other Guarantor so as surety, and absolutely and unconditionally guarantees to maximize the aggregate amount paid to the Lenders the prompt payment when due, whether at stated maturity, upon acceleration under or otherwise, and at all times thereafter, in respect of the Secured Obligations (other than Secured Obligations that are expressly the obligations of the U.S. Borrower pursuant to the terms of any Loan Document, Hedge Agreement or Cash Management Agreement, which Secured Obligations shall continue to be the primary obligations of the U.S. Borrower) (collectively the “U.S. Borrower Guaranteed Obligations”). The U.S. Borrower further agrees that the U.S. Borrower Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. The provisions of this Article X (other than Section 10.12) shall apply equally to the U.S. Borrower as guarantor of the U.S. Borrower Guaranteed Obligations as to the Loan Guarantors as guarantors of the Guaranteed ObligationsDocuments.

Guaranty. The Reporting Entity will cause each Affiliate (other than the Company) which delivers a Guaranty of outstanding borrowings or available borrowing capacity (subject only to customary conditions) under a Material Credit Facility or becomes an obligor, co-obligor, borrower or co-borrower of outstanding borrowings or has available borrowing capacity (subject only to customary conditions) under a Material Credit Facility to concurrently enter into an Affiliate Guaranty, and as promptly as reasonably practicable will deliver to each of the holders of the Notes the following items: (a) Each Loan Guarantor hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, and absolutely and unconditionally guarantees to the Lenders the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, an executed counterpart of the Secured Obligations joinder agreement pursuant to which such Affiliate has become bound by the Affiliate Guaranty (collectively it being understood that such joinder shall also join any New PubCo hereto as the “Guaranteed ObligationsReporting Entity”). Each Loan Guarantor further agrees that the Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. For the avoidance of doubt, unless required by applicable law, the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary of the U.S. Borrower shall be treated as a primary obligor of the U.S. Borrower Guaranteed Obligations for U.S. federal and state tax purposes.; (b) The U.S. Borrower hereby agrees that it is jointly a certificate signed by the President, a Vice President or another authorized Responsible Officer of such Affiliate making representations and severally liable forwarranties to the effect of those contained in Sections 5.1, 5.2, 5.6 and 5.7, but with respect to such Affiliate and the Affiliate Guaranty, as applicable; (c) such documents and evidence with respect to such Affiliate as the Required Holders may reasonably request in order to establish the existence and, as primary obligor if applicable, good standing of such Affiliate and not merely as surety, and absolutely and unconditionally guarantees the authorization of the transactions contemplated by the Affiliate Guaranty; (d) an opinion of counsel reasonably satisfactory to the Lenders Required Holders to the prompt payment when dueeffect that such Affiliate Guaranty has been duly authorized, whether at stated maturityexecuted and delivered and constitutes the legal, upon acceleration valid and binding obligation of such Affiliate enforceable in accordance with its terms, subject to customary exceptions, assumptions and qualifications; provided that an opinion from a nationally recognized law firm and/or in-house counsel of the Company shall be reasonably satisfactory to the Required Holders; and (e) with respect to any Foreign Guarantor, evidence of the acceptance by the Company or otherwiseCT Corporation System, and at all times thereafteras applicable, of the Secured Obligations (other than Secured Obligations that are expressly the obligations appointment of designation provided for by Section 8 of the U.S. Borrower pursuant Affiliate Guaranty, as such Guarantor’s agent to receive, for it and on its behalf, service of process, for the terms period from the date of any Loan Documentsuch Affiliate Guaranty to December 4, Hedge Agreement or Cash Management Agreement, which Secured Obligations shall continue to be the primary obligations of the U.S. Borrower) (collectively the “U.S. Borrower Guaranteed Obligations”). The U.S. Borrower further agrees that the U.S. Borrower Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. The provisions of this Article X (other than Section 10.12) shall apply equally to the U.S. Borrower as guarantor of the U.S. Borrower Guaranteed Obligations as to the Loan Guarantors as guarantors of the Guaranteed Obligations2028.

Guaranty. (a) Each Loan Guarantor The Guarantors hereby agrees that it is jointly absolutely, unconditionally and severally liable for, and, as primary obligor and not merely as surety, and absolutely and unconditionally guarantees to irrevocably guarantee the Lenders the prompt punctual payment when due, whether at stated maturityscheduled maturity or on any date of a required prepayment or by acceleration, upon acceleration demand or otherwise, and at of all times thereafter, Obligations of each other Loan Party now or hereafter existing under or in respect of the Secured Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations (collectively being the “Guaranteed Obligations”), and agree to pay any and all expenses (including, without limitation, fees and expenses of counsel) in accordance with and to the extent provided in Section 11.03 of the Loan Agreement incurred by the Agent or any Lender in enforcing any rights under this Guaranty or any other Loan Document. Each Loan Guarantor further agrees Without limiting the generality of the foregoing, the Guarantors' liability shall extend to all amounts that constitute part of the Guaranteed Obligations may and would be extended or renewed in whole owed by any other Loan Party to any Lender under or in part without notice respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or further assent from it, and that it remains bound upon its guarantee notwithstanding any similar proceeding involving such extension or renewalother Loan Party. For the avoidance of doubt, unless required by applicable law, the parties hereto acknowledge The Guarantors understand and agree to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary of the U.S. Borrower guarantee contained herein shall be treated construed as a primary obligor continuing guarantee of the U.S. Borrower Guaranteed Obligations for U.S. federal payment and state tax purposesperformance and not merely of collectability. (b) The U.S. Borrower hereby agrees that it is jointly and severally liable forNotwithstanding any other provision hereof, andthe right of recovery against the Guarantors under Section 1 hereof shall not exceed $1.00 less than the lowest amount which would render the Guarantors' obligations under Section 1 hereof void or voidable under applicable law, as primary obligor and not merely as suretyincluding, and absolutely and unconditionally guarantees without limitation, the Uniform Fraudulent Conveyance Act, Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the Lenders extent applicable to the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, guaranty set forth herein and at all times thereafter, of the Secured Obligations (other than Secured Obligations that are expressly the obligations of the U.S. Borrower pursuant Guarantors hereunder. To effectuate the foregoing, the Agent and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor in respect of the guarantee set forth in Section 1 hereof at any time shall be limited to the terms maximum amount as will result in the Guaranteed Obligations of such Guarantor with respect thereto not constituting a fraudulent transfer or conveyance after giving full effect to the liability under such guarantee set forth in Section 1 hereof and its related contribution rights but before taking into account any Loan Documentliabilities under any other guarantee by such Guarantor. For purposes of the foregoing, Hedge Agreement or Cash Management Agreement, which Secured Obligations shall continue all guarantees of such Guarantor other than the guarantee under Section 1 hereof will be deemed to be enforceable and payable after the primary obligations guaranty under Section 1 hereof. The Guarantors hereby unconditionally and irrevocably agree that in the event any payment shall be required to be made to Agent or any Lender under this Guaranty or any other guaranty, it will contribute, to the maximum extent permitted by law, such amounts to any other Guarantor so as to maximize the aggregate amount paid to the Agent and the Lenders under or in respect of the U.S. Borrower) (collectively the “U.S. Borrower Guaranteed Obligations”). The U.S. Borrower further agrees that the U.S. Borrower Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. The provisions of this Article X (other than Section 10.12) shall apply equally to the U.S. Borrower as guarantor of the U.S. Borrower Guaranteed Obligations as to the Loan Guarantors as guarantors of the Guaranteed ObligationsDocuments.

Guaranty. (ai) Each Loan Guarantor hereby agrees that it is jointly unconditionally and severally liable for, andirrevocably guarantees, as primary obligor and not merely as surety, to Lender and absolutely its successors, endorsees, transferees and unconditionally guarantees to the Lenders assigns the prompt and complete payment and performance when due, due (whether at the stated maturity, upon by acceleration or otherwise, and at all times thereafter, ) of the Secured Obligations Obligations. (collectively ii) In any action or proceeding involving any state corporate law, or any state, federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of each Guarantor under this Section 10 would otherwise be held or determined to be avoidable, invalid or unenforceable on account of the amount of each Guarantor’s liability under this Section 10, then, notwithstanding any other provision of this Section 10 to the contrary, the amount of such liability shall, without any further action by any Guarantor or Lender, be automatically limited and reduced to the highest amount that is valid and enforceable as determined in such action or proceeding (such highest amount determined hereunder being such Guarantor’s “Guaranteed ObligationsMaximum Liability”). This Section 10(a)(ii) with respect to the Maximum Liability of each Guarantor is intended solely to preserve the rights of Lender to the maximum extent not subject to avoidance under applicable law. Each Loan Guarantor further agrees that the Guaranteed Obligations may at any time and from time to time exceed the Maximum Liability of each Guarantor hereunder without impairing this guarantee or affecting the rights and remedies of Lender hereunder; provided, however, that nothing in this sentence shall be extended construed to increase each Guarantor’s obligations hereunder beyond its Maximum Liability. (iii) This guarantee shall remain in full force and effect until the Obligations have been paid in full. (iv) No payment made by any Guarantor, any other Guarantor or renewed any other Person or received or collected by Lender from any Guarantor, any other Guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in whole reduction of or in part without notice payment of the Obligations shall be deemed to modify, reduce, release or further assent from itotherwise affect the liability of the Guarantors hereunder, and that it remains bound upon its guarantee which shall, notwithstanding any such extension or renewal. For the avoidance of doubt, unless required by applicable law, the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary of the U.S. Borrower shall be treated as a primary obligor of the U.S. Borrower Guaranteed Obligations for U.S. federal and state tax purposes. (b) The U.S. Borrower hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, and absolutely and unconditionally guarantees to the Lenders the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations (other than Secured Obligations that are expressly any payment made by the obligations Guarantors in respect of the U.S. Borrower pursuant to Obligations or any payment received or collected from the terms of any Loan Document, Hedge Agreement or Cash Management Agreement, which Secured Obligations shall continue to be the primary obligations Guarantors in respect of the U.S. Borrower) (collectively Obligations), remain liable for the “U.S. Borrower Guaranteed Obligations”). The U.S. Borrower further agrees that Obligations until the U.S. Borrower Guaranteed Obligations may be extended or renewed have been paid in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. The provisions of this Article X (other than Section 10.12) shall apply equally to the U.S. Borrower as guarantor of the U.S. Borrower Guaranteed Obligations as to the Loan Guarantors as guarantors of the Guaranteed Obligationsfull.

Guaranty. (a) Each Loan The Guarantor, intending to be legally bound, hereby irrevocably, unconditionally and absolutely guarantees to Blocker Seller and the Company the full and punctual payment by US Buyer and Irish Buyer of all of US Buyer's and Irish Buyer's respective obligations arising (i) at or prior to the Closing pursuant to this Agreement and the transactions contemplated hereby, including US Buyer's and Irish Buyer's payment obligations set forth in Section 3.02(b)(i) and 3.02(b)(ii), or (ii) pursuant to Section 13.02 upon termination of this Agreement (collectively, the "Guaranteed Obligations"). The Guarantor hereby acknowledges and agrees that the obligation of the Guarantor under this Section 14.20 is one of payment, not collection, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Section 14.20, irrespective of whether any action is brought against US Buyer or Irish Buyer or whether US Buyer or Irish Buyer is joined in any such action or actions. The Guarantor further acknowledges and agrees that the obligations of the Guarantor under this Section 14.20 shall be unconditional and absolute and no release or extinguishments of US Buyer or Irish Buyer obligations or liabilities, whether by decree in any bankruptcy proceeding or otherwise, shall affect the continuing validity and enforceability of this guarantee; provided, however, that the Guarantor shall be entitled to assert as a defense to any claim for payment or performance of the Guaranteed Obligations any and all of the rights, defenses, counterclaims, exculpations, set-offs, indemnities and limitations on liability to which US Buyer or Irish Buyer may be entitled to assert under this Agreement, including that (i) such Guaranteed Obligations are not currently due under the terms of this Agreement, or (ii) that such Guaranteed Obligations have previously been paid or performed in full. The foregoing guarantee shall remain in full force and effect until the date on which each Guaranteed Obligation has been completely performed and/or paid in full, as applicable. The Guarantor agrees that it will reimburse Blocker Seller and the Company for all reasonable and documented out-of-pocket expenses (including reasonable counsel fees and expenses) that are incurred by Blocker Seller and the Company in connection with any action pursuant to which this Section 14.20 is jointly and severally liable for, and, as primary obligor and not merely as surety, and absolutely and unconditionally guarantees enforced against the Guarantor pursuant to the Lenders the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations (collectively the “Guaranteed Obligations”). Each Loan Guarantor further agrees that the Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. For the avoidance of doubt, unless required by applicable law, the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary of the U.S. Borrower shall be treated as a primary obligor of the U.S. Borrower Guaranteed Obligations for U.S. federal and state tax purposesfinal non-appealable order. (b) The U.S. Borrower Guarantor hereby agrees that it is jointly represents and severally liable for, andwarrants to Blocker Seller and the Company, as primary obligor of the date hereof and not merely as suretyof the Closing Date, that: (i) The Guarantor is a Ireland public limited company duly organized, validly existing and in good standing under the laws of Ireland and has all requisite power and authority to enter into and perform its obligations under this Agreement. (ii) This Agreement has been duly authorized, executed and delivered by the Guarantor, and absolutely this Agreement is the legal, valid and unconditionally guarantees binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms, except as may be limited by bankruptcy, insolvency, moratorium or other similar Laws affecting the enforcement of creditors' rights generally. All necessary consents, approvals and authorizations have been provided by the applicable governing body and equityholders of the Guarantor in connection with this Agreement. (iii) Neither the execution and delivery of this Agreement nor the consummation of the Transactions will (A) violate, conflict with or result in a breach of or constitute a default under any provision of the Guarantor's organizational documents, (B) violate, conflict with or result in a breach of or constitute a default under any judgment, order, decree, rule or regulation of any court or Governmental Authority to which the Lenders Guarantor is subject or (C) violate, conflict with or result in a breach of any Law. (iv) The Guarantor has, as of the prompt payment when due, whether at stated maturity, upon acceleration or otherwisedate of this Agreement, and at all times thereafter, of the Secured Obligations (other than Secured Obligations that are expressly the obligations of the U.S. Borrower pursuant to the terms of will have for so long as any Loan Document, Hedge Agreement or Cash Management Agreement, which Secured Obligations shall continue to be the primary obligations of the U.S. Borrower) (collectively the “U.S. Borrower Guaranteed Obligations”). The U.S. Borrower further agrees that the U.S. Borrower Guaranteed Obligations may be extended or renewed remain outstanding, access to sufficient funds to guarantee, in whole or in part without notice to or further assent from itcash, the payment by US Buyer and that it remains bound upon its guarantee notwithstanding any such extension or renewal. The provisions of this Article X (other than Section 10.12) shall apply equally to the U.S. Borrower as guarantor of the U.S. Borrower Guaranteed Obligations as to the Loan Guarantors as guarantors Irish Buyer of the Guaranteed Obligations.

Guaranty. Except as otherwise provided for herein (a) Each including under Section 3.15), each Loan Guarantor hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, absolutely, unconditionally and absolutely and unconditionally irrevocably guarantees to the Lenders Administrative Agent (acting as agent for the Secured Parties, pursuant to Article 8 of the Term Loan Agreement) for the ratable benefit of the Secured Parties, the full and prompt payment payment, when and as the same become due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations, including amounts that would become due but for the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. §362(a) (excluding, for the avoidance of doubt, any Excluded Swap Obligation), together with any and all expenses which may be incurred by the Administrative Agent and the other Secured Parties in collecting any of the Guaranteed Obligations that are reimbursable in accordance with Section 9.03 of the Term Loan Agreement (collectively the “Guaranteed Obligations”). Each Loan Guarantor further agrees that the Guaranteed Obligations may be increased, extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. For In addition, if any or all of the avoidance of doubtGuaranteed Obligations become due and payable hereunder, unless required by applicable law, the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary of the U.S. Borrower shall be treated as a primary obligor of the U.S. Borrower Guarantor, unconditionally and irrevocably, promises to pay such Guaranteed Obligations for U.S. federal and state tax purposes. (b) The U.S. Borrower hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, and absolutely and unconditionally guarantees to the Lenders Administrative Agent for the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, benefit of the Secured Obligations (other than Secured Obligations that are expressly Parties, on demand. Each Loan Guarantor unconditionally and irrevocably guarantees the obligations of the U.S. Borrower pursuant to the terms payment of any Loan Document, Hedge Agreement or Cash Management Agreement, which Secured Obligations shall continue to be the primary obligations of the U.S. Borrower) (collectively the “U.S. Borrower Guaranteed Obligations”). The U.S. Borrower further agrees that the U.S. Borrower Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. The provisions of this Article X (other than Section 10.12) shall apply equally to the U.S. Borrower as guarantor of the U.S. Borrower Guaranteed Obligations as to the Loan Guarantors as guarantors all of the Guaranteed ObligationsObligations whether or not due or payable by the Borrower upon the occurrence of any of the Events of Default specified in Section 7.01(f) or 7.01(g) of the Term Loan Agreement and thereafter irrevocably and unconditionally promises to pay such Guaranteed Obligations to the Administrative Agent for the benefit of the Secured Parties. This Loan Guaranty is a continuing one and shall remain in full force and effect until the Termination Date, and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon.

Guaranty. (a) Each Loan Guarantor Kingsway hereby agrees that it is jointly guarantees the performance of any and severally liable forall obligations of Buyer to pay the Purchase Price and any amounts which may become payable by the Buyer under Article 6, andwhich guarantee, as primary obligor and not merely as surety, and absolutely and unconditionally guarantees to the Lenders the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations (collectively the “Guaranteed Obligations”). Each Loan Guarantor further agrees that the Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. For for the avoidance of doubt, unless required by is subject to the same terms, conditions, and limitations set forth in this Agreement applicable lawto Buyer’s obligation to make such payments; provided, the parties hereto acknowledge that such guarantee is one of payment as specifically set forth in this Section 9.21, and agree to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary not one of the U.S. Borrower performance of any other obligation under this Agreement. The obligations of this Section 9.21 shall be treated as a primary obligor continuing and shall not be affected by any assignment of the U.S. Borrower Guaranteed Obligations for U.S. federal and state tax purposes. (b) The U.S. Borrower hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, and absolutely and unconditionally guarantees to the Lenders the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations (other than Secured Obligations that are expressly the obligations of the U.S. Borrower pursuant to the terms of any Loan Document, Hedge Agreement or Cash Management this Agreement, which Secured Obligations shall continue to be the primary obligations of the U.S. Borrower) (collectively the “U.S. Borrower Guaranteed Obligations”). The U.S. Borrower Kingsway further agrees that the U.S. Borrower Guaranteed Obligations may its obligations hereunder shall not be extended impaired, released or renewed discharged, in whole or in part without notice part, or otherwise affected by (a) any change in the time, place or manner of payment of any of the obligations guaranteed by Kingsway pursuant to this Section 9.21 or further assent from itany rescission, and that it remains bound upon its guarantee notwithstanding waiver, compromise, consolidation, or other amendment or modification of any such extension of the terms or renewal. The provisions of this Article X Agreement, (b) any insolvency, bankruptcy, reorganization, acquisition, merger, sale of assets or other than Section 10.12) shall apply equally similar proceeding affecting Kingsway or any other Person liable with respect to the U.S. Borrower as guarantor any of the U.S. Borrower Guaranteed Obligations as obligations guaranteed by Kingsway pursuant to this Section 9.21, (c) the Loan Guarantors as guarantors existence of any claim, set off or other rights which Kingsway may have at any time against Buyer, whether in connection with the obligations guaranteed by Kingsway pursuant to this Section 9.21 or otherwise or (d) the adequacy of any other means any Seller may have of obtaining enforcement of the Guaranteed Obligationsobligations guaranteed by Kingsway pursuant to this Section 9.21 from any other Person. To the fullest extent permitted by applicable Law, Kingsway hereby expressly waives any and all rights or defenses arising by reason of any applicable Law which would otherwise require any election of remedies by any Seller. Kingsway hereby irrevocably and expressly waives promptness, diligence, notice of or proof of the acceptance of or reliance on this Section 9.21 and of the obligations guaranteed by Kingsway pursuant to this Section 9.21, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of creation, renewal, extension or accrual of any of the obligations guaranteed by Kingsway pursuant to this Section 9.21 incurred and all other notices of any kind (except for notices to be provided pursuant to this Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar applicable Law now or hereafter in effect and any right to require the marshalling of assets of Buyer or any other Person primarily or secondarily liable with respect to any of the obligations guaranteed by Kingsway pursuant to this Section 9.21.

Guaranty. (a) Each Loan Subject to the provisions of this Section 11.2, Guarantor hereby agrees that it is jointly fully, unconditionally and severally liable for, andirrevocably guarantees, as primary obligor and not merely as surety, to Sellers and absolutely the D&O Indemnitees the due and unconditionally guarantees to punctual payment of any and all payment and other monetary obligations of Buyer in accordance with the Lenders the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, terms of the Secured Obligations this Agreement (collectively the “Buyer Guaranteed Obligations”)) subject to the terms and limitations hereunder and thereunder. Each Loan Guarantor further agrees hereby acknowledges that, with respect to all of the Buyer Guaranteed Obligations, this guaranty shall be a guaranty of payment and not of collection and shall not be conditioned or contingent upon the pursuit of any remedies against Buyer. Except as expressly provided in this Section 11.2, Guarantor hereby waives (to the fullest extent permitted by applicable Law) promptness, diligence, presentment, demand of payment and performance, filing of claims with a court in the event of a merger or bankruptcy of Buyer, any right to require a proceeding first against Buyer, the benefit of discussion, protest or notice, all suretyship defenses, and all demands whatsoever, and covenants that this guaranty will not be discharged as to any Buyer Guaranteed Obligation except by satisfaction of such obligation in full. To the Guaranteed Obligations may fullest extent permitted by Law, the obligations of Guarantor hereunder shall not be extended affected by (a) any rescission, waiver, amendment or renewed modification of, or any release from any of the terms or provisions of this Agreement or the invalidity or unenforceability (in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. For the avoidance part) of doubtthis Agreement, unless required consented to in writing by applicable law, the parties hereto acknowledge Sellers and agree to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary of the U.S. Borrower shall be treated as a primary obligor of the U.S. Borrower Guaranteed Obligations for U.S. federal and state tax purposes. (b) The U.S. Borrower hereby agrees that it is jointly any change in the existence (corporate or otherwise) of Buyer or Guarantor or any insolvency, bankruptcy, reorganization or similar proceeding affecting any of them or their assets; provided, that, notwithstanding the foregoing, (i) Guarantor shall have the full benefit of all defenses, counterclaims, reductions, diminutions or limitations available to Buyer pursuant to or arising from this Agreement, except for those arising out of (A) any legal limitation, disability or incapacity of Buyer, (B) any bankruptcy, insolvency, dissolution or liquidation of Buyer, or (C) any unenforceability or invalidity of any of the Buyer Guaranteed Obligations and severally liable for, and, as primary obligor and not merely as surety(ii) Guarantor shall have the full benefit of, and absolutely does not waive or relinquish its rights and unconditionally guarantees remedies accorded under, applicable statutes of limitation and repose. In the event that any payment to Sellers or the Lenders the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, D&O Indemnitees in respect of the Secured Buyer Guaranteed Obligations is rescinded or must otherwise be returned for any reason whatsoever (other than Secured Obligations that are expressly the obligations of the U.S. Borrower pursuant in circumstances where Guarantor is not liable to make such payment), Guarantor shall remain liable hereunder with respect to the terms of any Loan Document, Hedge Agreement or Cash Management Agreement, which Secured Obligations shall continue to be the primary obligations of the U.S. Borrower) (collectively the “U.S. Borrower Guaranteed Obligations”). The U.S. Borrower further agrees that the U.S. Borrower Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. The provisions of this Article X (other than Section 10.12) shall apply equally to the U.S. Borrower as guarantor of the U.S. Borrower Buyer Guaranteed Obligations as to if such payment had not been rescinded or returned. Guarantor acknowledges that it will receive direct and indirect benefits from the Loan Guarantors as guarantors consummation of the Guaranteed Obligationstransactions contemplated hereby and that the waivers set forth in this Section 11.2 are knowingly made in contemplation of such benefits.

Guaranty. (a) Each Loan Subject to Section 6.29(d) below, in the event that any Wholly-Owned Subsidiary of Borrower or the REIT, whether presently existing or hereafter formed or acquired, which is not a Guarantor hereby agrees at such time, shall (i) own or be the lessee under a Financeable Ground Lease of an Unencumbered Pool Property, (ii) otherwise have a direct or indirect leasehold or other interest in an Unencumbered Pool Property or (iii) own, directly or indirectly, interests in any Project or Projects that it is jointly and severally liable for, and, as primary obligor and not merely as suretyconstitutes five percent (5%) or more of Total Asset Value (provided that the determination of whether a Subsidiary meets this requirement shall be made annually in connection with the delivery of financial statements pursuant to Section 6.1(iii), and absolutely any Subsidiary meeting such requirement will only be required to become a Subsidiary Guarantor if it satisfies the criteria at the time of determination), then Borrower shall cause such Subsidiary to execute and unconditionally guarantees deliver to the Lenders Administrative Agent each of the prompt payment when duefollowing items, whether at stated maturityeach in form and substance satisfactory to the Agent: (A) a joinder to the Guaranty in the form of Exhibit A attached to the Guaranty, upon acceleration or otherwise(B) the organizational documents, certificates of good standing, resolutions and a legal opinion regarding such Subsidiary Guarantor, all in form and substance reasonably satisfactory to the Administrative Agent and consistent with the corresponding items delivered by the Borrower under Section 4.1 if such Subsidiary had been a Guarantor as of the date hereof, and at all times thereafter(C) such information relating to “know your customer” and anti-money laundering requirements as the Administrative Agent or any Lender may request; provided, of the Secured Obligations however, no Subsidiary shall be required to become a Subsidiary Guarantor under clause (collectively the “Guaranteed Obligations”)iii) above if such Subsidiary is an Excluded Subsidiary. Each Loan Guarantor further agrees that such Subsidiary shall be specifically authorized to guarantee the Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding Obligations. At the time any such extension or renewal. For the avoidance of doubt, unless required by applicable lawSubsidiary becomes a Subsidiary Guarantor, the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary of the U.S. Borrower shall be treated as a primary obligor deemed to make to the Administrative Agent and the Lenders all of the U.S. Borrower Guaranteed Obligations for U.S. federal representations and state tax purposeswarranties (subject in all cases to all materiality qualifiers and other exceptions in such representations and warranties) contained in the Agreement and the other Loan Documents to the extent they apply to such Subsidiary Guarantor. (b) The U.S. Borrower hereby agrees that it is jointly and severally liable for, andNotwithstanding Section 6.26(a) of this Agreement, as primary obligor and not merely as suretyof, or subsequent to the time that Administrative Agent first receives written notice from the REIT or Borrower of the Investment Grade Rating Date, and absolutely for so long as the REIT maintains an Investment Grade Rating with S&P or ▇▇▇▇▇’▇, no Subsidiary of the Borrower or the REIT shall be required to become a Subsidiary Guarantor unless such Subsidiary creates, incurs, acquires, assumes, suffers to exist or otherwise is or becomes liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Indebtedness. Upon the occurrence of the Investment Grade Rating Date and unconditionally guarantees provided that no Default or Unmatured Default exists, Administrative Agent shall release any Subsidiary of the Borrower from the Guaranty upon receipt by Administrative Agent of a certificate from an officer of the Borrower certifying that such Subsidiary has not created, incurred, acquired, assumed, suffered to exist and is not otherwise liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Indebtedness (or simultaneously with the release hereunder will be released from liability with respect to such Indebtedness). In the event that at any time after the Investment Grade Rating Date, the REIT does not have the Investment Grade Rating from S&P or ▇▇▇▇▇’▇, Borrower and the REIT shall within thirty (30) days (or such later date as agreed by Administrative Agent) after such occurrence cause all Subsidiaries required to become Subsidiary Guarantors under Section 6.26(a) of this Agreement to execute and deliver the documents required in said Section 6.26(a). Notwithstanding the foregoing, the foregoing provisions shall not apply to the Lenders REIT, which may only be released upon the prompt payment when duewritten approval of Administrative Agent and all of the Lenders. (c) From time to time, whether at stated maturitythe Borrower may request, upon acceleration not less than two (2) Business Days prior written notice to the Administrative Agent, that a Subsidiary Guarantor be released from the Guaranty, and upon receipt of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not, or otherwiseimmediately upon its release will not be, required to be a party to the Guaranty under the immediately preceding subsection (a), (ii) no Unmatured Default or Default will exist immediately following such release; and (iii) the representations and warranties (subject in all cases to all materiality qualifiers and other exceptions in such representations and warranties) contained in Article V shall be true and correct as of the date of such release and immediately after giving effect to such release, except to the extent any such representation or warranty is stated to relate solely to an earlier date (in which case such representation or warranty shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. The Administrative Agent shall execute such documents and instruments as the Borrower may reasonably request, and at all times thereafterthe Borrower’s sole cost and expense, of the Secured Obligations (other than Secured Obligations that are expressly the obligations of the U.S. Borrower pursuant to the terms of any Loan Document, Hedge Agreement or Cash Management Agreement, which Secured Obligations shall continue to be the primary obligations of the U.S. Borrower) (collectively the “U.S. Borrower Guaranteed Obligations”). The U.S. Borrower further agrees that the U.S. Borrower Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any evidence such extension or renewal. The provisions of this Article X (other than Section 10.12) shall apply equally to the U.S. Borrower as guarantor of the U.S. Borrower Guaranteed Obligations as to the Loan Guarantors as guarantors of the Guaranteed Obligationsrelease.

Guaranty. TFC Enterprises, Inc. (“Guarantor”) unconditionally guarantees the payment when due of any and all indebtedness (collectively, the “Obligations and Liabilities”) and performance of Seller under this Agreement. If any or all Obligations and Liabilities of the Seller hereunder are not timely satisfied by the Seller, the Guarantor unconditionally promises pay to the Buyer, without deduction of any kind, in lawful money of the United States, the amount of the Obligations and Liabilities. The Guarantor acknowledges that a separate action may be brought and prosecuted against it whether or not action is brought against the Seller, and whether or not the Seller is joined in any such actions. The Guarantor authorizes the Buyer, without notice or demand, and without affecting or impairing the liability of Guarantor in this Section 35, from time to time, in accordance with the Agreement or by mutual agreement with the Seller to renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of, any indebtedness of the Seller or to modify the terms and time for performance of any or all Obligations and Liabilities under this Agreement. The Guarantor waives notice of dishonor, notice of acceptance, and any right to require Buyer to proceed against the Buyer or to pursue any other remedy in Buyer’s power whatsoever. Until all of the Obligations and Liabilities shall have been fully performed, and until all periods under applicable law to contest preferential or fraudulent payments have expired, Guarantor waives all rights of contribution and subrogation. This Guaranty is for the benefit of the Buyer, its successors and permitted assigns. In the event there is a change in control of the Guarantor while this guaranty is in force and effect, the surviving entity shall expressly assume this guaranty. Guarantor or Seller shall provide the financials of the surviving entity to Buyer at least 15days prior to such change in control. If the net book value of the surviving entity is less than one hundred and fifty percent (150%) of the Purchase Price, Buyer must give its consent for the effective assumption of the guaranty by the surviving entity. Such consent shall not be unreasonable withheld or delayed. If Buyer does not consent, then prior to, or contemporaneous with such change in control, the Guarantor shall establish either a) Each Loan Guarantor hereby agrees an irrevocable letter of credit or an escrow account, in either case in an amount equal to the Purchase Price, and by or with an institution whose accounts are insured by the Federal Deposit Insurance Corporation. The terms of such letter of credit or escrow account shall include, among any other provisions, that Buyer may draw an amount equal to any Loss or Claim it may have upon presentation to such bank of a certification by Buyer that it is jointly and severally liable for, and, as primary obligor and not merely as surety, and absolutely and unconditionally guarantees has suffered such Loss or Claim with reasonable detail of the occurrence giving rise to such Loss or Claim. The term of such arrangement shall be equal to the Lenders the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, time periods of the Secured Obligations (collectively the “Guaranteed Obligations”). Each Loan Guarantor further agrees that the Guaranteed Obligations may be extended or renewed indemnification by Seller contained in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewalSection 11 of this Agreement. For the avoidance purposes of doubt, unless required by applicable lawthis provision, the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary term “change in control” shall mean: (i) the sale of all or substantially all the assets of the U.S. Borrower shall be treated as Guarantor; or (ii) the direct or indirect acquisition by any person (or group of persons acting in concert) of ownership or control of a primary obligor controlling interest in the voting securities (or the power to vote the same) of the U.S. Borrower Guaranteed Obligations for U.S. federal and state tax purposesGuarantor. (b) The U.S. Borrower hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, and absolutely and unconditionally guarantees to the Lenders the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations (other than Secured Obligations that are expressly the obligations of the U.S. Borrower pursuant to the terms of any Loan Document, Hedge Agreement or Cash Management Agreement, which Secured Obligations shall continue to be the primary obligations of the U.S. Borrower) (collectively the “U.S. Borrower Guaranteed Obligations”). The U.S. Borrower further agrees that the U.S. Borrower Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. The provisions of this Article X (other than Section 10.12) shall apply equally to the U.S. Borrower as guarantor of the U.S. Borrower Guaranteed Obligations as to the Loan Guarantors as guarantors of the Guaranteed Obligations.

Guaranty. Subject to the terms and provisions hereof, Guarantor hereby absolutely and irrevocably guarantees the timely payment when due of all obligations owing by Obligor to Counterparty arising pursuant to the Agreement with respect to the Applicable Acquired Companies Acquisition on or after the applicable Closing Date (the “Obligations”); provided, that the Obligations shall not include any obligations owing by Obligor to Counterparty arising pursuant to the Agreement with respect to any other Acquired Companies Acquisition. This Guaranty shall constitute a guarantee of payment and not of collection. The liability of Guarantor under this Guaranty shall be subject to the following limitations: (a) Each Loan Notwithstanding anything herein or in the Agreement to the contrary, the maximum aggregate obligation and liability of Guarantor hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as suretyunder this Guaranty, and absolutely and unconditionally guarantees to the Lenders maximum recovery from Guarantor under this Guaranty, shall in no event exceed __________________ [spell out the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations dollar amount] U.S. Dollars (collectively U.S. $__________) (the “Guaranteed Obligations”). Each Loan Guarantor further agrees that the Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. For the avoidance of doubt, unless required by applicable law, the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary of the U.S. Borrower shall be treated as a primary obligor of the U.S. Borrower Guaranteed Obligations for U.S. federal and state tax purposesMaximum Recovery Amount”)1. (b) The U.S. Borrower hereby agrees that it obligation and liability of Guarantor under this Guaranty is jointly and severally liable for, andspecifically limited to payments expressly required to be made under the Agreement, as primary obligor well as costs of collection and not merely as surety, and absolutely and unconditionally guarantees enforcement ______________________ 1 Note: Completed with the Maximum Indemnification Amount described in the Acquired Companies Annex for the Applicable Acquired Companies Acquisition. of this Guaranty (including attorney’s fees) to the Lenders extent reasonably and actually incurred by the prompt payment when dueCounterparty (subject in all instances, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations (other than Secured Obligations that are expressly the obligations of the U.S. Borrower pursuant to the terms of any Loan Document, Hedge Agreement or Cash Management Agreement, which Secured Obligations shall continue to be limitations imposed by the primary obligations of the U.S. BorrowerMaximum Recovery Amount as specified in Section 1(a) (collectively the “U.S. Borrower Guaranteed Obligations”above). The U.S. Borrower further agrees that the U.S. Borrower Guaranteed Obligations may In no event, however, shall Guarantor be extended liable for or renewed in whole obligated to pay any special, punitive, exemplary, incidental, consequential or in part without notice to indirect damages (including loss of revenue, income or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. The provisions of this Article X (other than Section 10.12) shall apply equally profits but only to the U.S. Borrower as guarantor extent the same are not direct damages), diminution of the U.S. Borrower Guaranteed Obligations as to the Loan Guarantors as guarantors value or loss of the Guaranteed Obligationsbusiness reputation or opportunity.

Guaranty. Except as otherwise provided for herein (a) Each including under Section 3.15), each Parent Loan Guarantor hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, and absolutely and unconditionally and irrevocably guarantees to the Lenders Administrative Agent (acting as agent for the Secured Parties, pursuant to Article 8 of the Credit Agreement) for the ratable benefit of the Secured Parties, the full and prompt payment in full in cash, when and as the same become due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations, including amounts that would become due but for the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. §362(a) (excluding, for the avoidance of doubt, any Excluded Swap Obligation), together with any and all expenses which may be incurred by the Administrative Agent and the other Secured Parties in collecting any of the Guaranteed Obligations that are reimbursable in accordance with Section 9.03 of the Credit Agreement (collectively the “Guaranteed Obligations”). Each Parent Loan Guarantor further agrees that the Guaranteed Obligations may be increased, extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. For the avoidance of doubtIn addition, unless required by applicable law, the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary if any or all of the U.S. Borrower shall be treated as a primary obligor of the U.S. Borrower Guaranteed Obligations for U.S. federal become due and state tax purposes. (b) The U.S. Borrower hereby agrees that it is jointly payable hereunder, each Parent Loan Guarantor, unconditionally and severally liable forirrevocably, and, as primary obligor and not merely as surety, and absolutely and unconditionally guarantees promises to pay such Guaranteed Obligations to the Lenders Administrative Agent for the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, benefit of the Secured Obligations (other than Secured Obligations that are expressly Parties, on demand. Each Parent Loan Guarantor unconditionally and irrevocably guarantees the obligations of the U.S. Borrower pursuant to the terms payment of any Loan Document, Hedge Agreement or Cash Management Agreement, which Secured Obligations shall continue to be the primary obligations of the U.S. Borrower) (collectively the “U.S. Borrower Guaranteed Obligations”). The U.S. Borrower further agrees that the U.S. Borrower Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. The provisions of this Article X (other than Section 10.12) shall apply equally to the U.S. Borrower as guarantor of the U.S. Borrower Guaranteed Obligations as to the Loan Guarantors as guarantors all of the Guaranteed ObligationsObligations whether or not due or payable by the Borrower upon the occurrence of any of the Events of Default specified in Sections 7.01(f) or 7.01(g) of the Credit Agreement and thereafter irrevocably and unconditionally promises to pay such Guaranteed Obligations to the Administrative Agent for the benefit of the Secured Parties. This Loan Guaranty is a continuing one and shall remain in full force and effect until the Termination Date, and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon.

Guaranty. Each Guarantor hereby unconditionally and irrevocably guarantees on a senior subordinated basis, jointly and severally, to each Holder and to the Trustee and its successors and -105- 115 assigns (a) Each Loan Guarantor hereby agrees that it is jointly the full and severally liable for, and, as primary obligor and not merely as surety, and absolutely and unconditionally guarantees to the Lenders the prompt payment (within applicable grace periods) of principal of and interest on the Securities when due, whether at stated maturity, upon acceleration by acceleration, by redemption or otherwise, and at all times thereafter, other monetary obligations of the Secured Obligations Company under this Indenture and the Securities and (b) the full and prompt performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed "Guaranty Obligations”"). Each Loan Guarantor further agrees that the Guaranteed Guaranty Obligations may be extended or renewed renewed, in whole or in part part, without notice to or further assent from itsuch Guarantor, and that it remains such Guarantor will remain bound upon its guarantee under this Article XIII notwithstanding any such extension or renewalrenewal of any Guaranty Obligation. For To the avoidance extent that any Guarantor shall be required to pay any amounts on account of doubtthe Securities pursuant to a Guaranty in excess of an amount calculated as the product of (i) the aggregate amount payable by the Guarantors on account of the Securities pursuant to the Guarantees times (ii) the proportion (expressed as a fraction) that such Guarantor's net assets (determined in accordance with GAAP) at the date enforcement of the Guarantees is sought bears to the aggregate net assets (determined in accordance with GAAP) of all Guarantors at such date, unless required then such Guarantor shall be reimbursed by applicable the other Guarantors for the amount of such excess, pro rata, based upon the respective net assets (determined in accordance with GAAP) of such other Guarantors at the date enforcement of the Guarantees is sought. This paragraph is intended only to define the relative rights of Guarantors as among themselves, and nothing set forth in this paragraph is intended to or shall impair the joint and several obligations of the Guarantors under their respective Guarantees. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under any Guaranty. Each Guarantor waives presentation to, demand of payment from and protest to the Company of any of the Guaranty Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities or the Guaranty Obligations. The obligations of each Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or -106- 116 any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranty Obligations or any of them; (e) the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the Guaranty Obligations; or (f) any change in the ownership of any Guarantor (subject to Section 13.5(b)). Each Guarantor further agrees that its Guaranty herein constitutes a guaranty of payment, performance and compliance when due (and not a guaranty of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranty Obligations. To the fullest extent permitted by law, the parties hereto acknowledge obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and agree shall not be subject to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the U.S. Borrower invalidity, illegality or unenforceability of the Guaranty Obligations or otherwise. Without limiting the generality of the foregoing, to the fullest extent permitted by law, the obligations of each Guarantor herein shall not be treated discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Guaranty Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Guarantor or would otherwise operate as a primary obligor discharge of each Guarantor as a matter of law or equity. Each Guarantor further agrees that its Guaranty herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranty Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the U.S. Borrower Guaranteed Obligations for U.S. federal and state tax purposes. (b) The U.S. Borrower hereby agrees that it is jointly and severally liable for, and, as primary obligor Company or otherwise. In furtherance of the foregoing and not merely in limitation of any other right which any Holder or the Trustee has at law or in equity against each Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranty Obligation when and as surety, and absolutely and unconditionally guarantees to the Lenders the prompt payment when same shall become due, whether at stated maturity, by acceleration, by redemption or otherwise (within applicable grace periods), or to perform or comply with any other Guaranty Obligation (within applicable grace -107- 117 periods), each Guarantor hereby promises to and shall, upon acceleration receipt of written demand by the Trustee, forthwith pay, or otherwisecause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Guaranty Obligations (ii) accrued and unpaid interest on such Guaranty Obligations (but only to the extent not prohibited by law) and (iii) all other monetary Guaranty Obligations of the Company to the Holders and the Trustee. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranty Obligations guarantied hereby until payment in full of all Guaranty Obligations. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and at all times thereafterthe Holders and the Trustee, on the other hand, (x) the maturity of the Secured Guaranty Obligations guarantied hereby may be accelerated as provided in Article V for the purposes of its Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranty Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Guaranty Obligations as provided in Article V, such Guaranty Obligations (other than Secured Obligations that are expressly whether or not due and payable) shall forthwith become due and payable by each Guarantor for the obligations of the U.S. Borrower pursuant to the terms of any Loan Document, Hedge Agreement or Cash Management Agreement, which Secured Obligations shall continue to be the primary obligations of the U.S. Borrower) (collectively the “U.S. Borrower Guaranteed Obligations”). The U.S. Borrower further agrees that the U.S. Borrower Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. The provisions purposes of this Article X Section. Each Guarantor also agrees to pay any and all costs and expenses (other than Section 10.12including reasonable attorneys' fees and expenses) shall apply equally to incurred by the U.S. Borrower as guarantor of the U.S. Borrower Guaranteed Obligations as to the Loan Guarantors as guarantors of the Guaranteed ObligationsTrustee or any Holder in enforcing any rights under this Section.

Guaranty. (a) Each Loan To induce the Lenders to provide the credits described herein and in consideration of benefits expected to accrue to Borrower by reason of the Commitments and for other good and valuable consideration, receipt of which is hereby acknowledged, each Subsidiary Guarantor hereby agrees that it is unconditionally and irrevocably, jointly and severally liable for, and, as a primary obligor and not merely as only a surety, guaranty to Agent, for itself and absolutely the other Lenders (or their applicable Affiliates) and unconditionally guarantees to the Lenders its successors, endorsees, transferees and assigns, the prompt and complete payment and performance by Borrower when due, due (whether at the stated maturity, upon by acceleration or otherwise, and at all times thereafter, ) of the Secured Obligations (collectively the “Guaranteed other than those Obligations constituting, with respect to Subsidiary Guarantors, Excluded Hedging Obligations”). Each Loan Guarantor further agrees that the Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. For the avoidance of doubt, unless required by applicable law, the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary of the U.S. Borrower shall be treated as a primary obligor of the U.S. Borrower Guaranteed Obligations for U.S. federal and state tax purposes. (b) The U.S. Borrower hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, and absolutely and unconditionally guarantees Anything herein or in any other Loan Document to the Lenders contrary notwithstanding, the prompt payment when due, whether maximum liability of Subsidiary Guarantors hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 16.2). (c) Subsidiary Guarantors agree that the Obligations may at stated maturity, upon acceleration or otherwise, any time and at all times thereafter, from time to time exceed the amount of the Secured liability of Subsidiary Guarantors hereunder without impairing the guaranty contained in this Section 16 or affecting the rights and remedies of Agent or any Lender hereunder. (d) The guaranty contained in this Section 16 shall remain in full force and effect until the earliest to occur of (i) the first date on which all of the Obligations (other than Secured Obligations that are expressly the contingent indemnification obligations for which no claim has been asserted) shall have been paid in full, (ii) as to any Subsidiary Guarantor, any transaction or occurrence as a result of the U.S. Borrower pursuant to the terms of any Loan Document, Hedge Agreement or Cash Management Agreement, which Secured Obligations shall continue such Subsidiary Guarantor ceases to be the primary obligations a Subsidiary of the U.S. Borrower) (collectively the “U.S. Borrower Guaranteed Obligations”). The U.S. Borrower further agrees , in each case that the U.S. Borrower Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. The provisions of is permitted under this Article X (other than Section 10.12) shall apply equally to the U.S. Borrower as guarantor of the U.S. Borrower Guaranteed Obligations as to the Loan Guarantors as guarantors of the Guaranteed Obligations.Agreement and

Guaranty. NYSE Euronext hereby absolutely, unconditionally and irrevocably guarantees the timely performance by NYSE MKT (aincluding any direct or indirect Permitted Transferee of NYSE MKT) Each Loan Guarantor of its obligations under this Agreement and any direct or indirect Permitted Transferee to whom NYSE MKT or its Transferee assigns its obligations and rights pursuant to Sections 4.9(b) and 11.5(g) of the LLC Agreement or Sections 3.2(c)(ii) or 3.4 and hereby agrees that it is jointly waives: (A) diligence, promptness, notice, presentment, demnand, protest, acceleration and severally liable fordishonor of any kind; (B) filing of claims with a court in the event of insolvency or bankruptcy of NYSE MKT or any direct or indirect Permitted Transferee of NYSE MKT; (C) all defenses based on laws of suretyship, andother than fraud in the inducement; (D) all demands whatsoever, as primary obligor and not merely as surety, and absolutely and unconditionally guarantees except to the Lenders the prompt payment when dueextent required to be made upon NYSE MKT or any direct or indirect Permitted Transferee of NYSE MKT; and (E) any right to require a proceeding or any other action first against or with respect to NYSE MKT, whether at stated maturityany direct or indirect Permitted Transferee of NYSE MKT or any other Person. No amendment, upon acceleration modification or otherwise, and at all times thereafter, waiver of any of the Secured Obligations terms, covenants or conditions of this Agreement shall operate to discharge NYSE Euronext from any of its obligations under this Section 5.18. NYSE Euronext's guaranty under this Section 5.18 will not be discharged until all obligations of NYSE MKT (collectively including any direct or indirect Permitted Transferee of NYSE MKT) under this Agreement have been fully performed. NYSE Euronext's obligations pursuant to this Section 5.18 shall not be affected by (i) the “Guaranteed Obligations”). Each Loan Guarantor further agrees that the Guaranteed Obligations existence of any claim, set-off or other rights which NYSE Euronext may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding have against any such extension or renewal. For the avoidance of doubt, unless required by applicable law, the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor other Person (other than a Member that is a Domestic Subsidiary beneficiary of this Section 5.18 , (ii) the U.S. Borrower shall be treated as occurrence of a primary obligor default by NYSE MKT (or any direct or indirect Permitted Transferee of NYSE MKT), (iii) the U.S. Borrower Guaranteed Obligations for U.S. federal and state tax purposes. existence of any bankruptcy, insolvency, reorganization or similar proceedings involving NYSE MKT (bor any direct or indirect Permitted Transferee of NYSE MKT), (iv) The U.S. Borrower hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, and absolutely and unconditionally guarantees to the Lenders the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations any other circumstance (other than Secured Obligations full perform-ance) that are expressly might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, or (v) any/ other event, change or circumstance that would not operate to discharge NYSE Euronext of its obligations were NYSE Euronext the obligations principal obligor hereunder. This Section 5.18 constitutes the agreement of the U.S. Borrower pursuant Members referred to the terms of any Loan Document, Hedge Agreement or Cash Management Agreement, which Secured Obligations shall continue to be the primary obligations in Section 16.19 of the U.S. Borrower) (collectively the “U.S. Borrower Guaranteed Obligations”). The U.S. Borrower further agrees that the U.S. Borrower Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. The provisions of this Article X (other than Section 10.12) shall apply equally to the U.S. Borrower as guarantor of the U.S. Borrower Guaranteed Obligations as to the Loan Guarantors as guarantors of the Guaranteed ObligationsLLC Agreement.

Guaranty. (a) Each Loan Guarantor hereby agrees that it is jointly unconditionally and severally liable forirrevocably guaranties to Administrative Agent, andfor the ratable benefit of the Secured Parties and their respective successors, as primary obligor indorsees, transferees and not merely as suretyassigns, and absolutely and unconditionally guarantees to the Lenders the prompt and complete payment and performance by Borrower when due, due (whether at the stated maturity, upon by acceleration or otherwise, and at all times thereafter, ) of the Secured Obligations (collectively the “Guaranteed Obligations”). Each Loan Guarantor further agrees that the Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. For the avoidance of doubt, unless required by applicable law, the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary of the U.S. Borrower shall be treated as a primary obligor of the U.S. Borrower Guaranteed Obligations for U.S. federal and state tax purposes. (b) The U.S. Borrower hereby If and to the extent required for the Guarantied Obligations to be enforceable under applicable federal, state and other laws relating to the insolvency of debtors, the maximum liability of Guarantor hereunder shall be limited to the greatest amount that can lawfully be guarantied by Guarantor under such laws, after giving effect to any rights of contribution, reimbursement and subrogation arising under Section 2.2. Guarantor acknowledges and agrees that it is jointly and severally liable for(i) Guarantor (as opposed to its creditors, andrepresentatives of creditors or bankruptcy trustee, including Guarantor in its capacity as primary obligor and not merely debtor in possession exercising any powers of a bankruptcy trustee) has no personal right under such laws to reduce, or request any judicial relief that has the effect of reducing, the amount of its liability under this Agreement, (ii) Guarantor (as suretyopposed to its creditors, representatives of creditors or bankruptcy trustee, including Guarantor in its capacity as debtor in possession exercising any powers of a bankruptcy trustee) has no personal right to enforce the limitation set forth in this Section 2.1(b) or to reduce, or request judicial relief reducing, the amount of its liability under this Agreement, and absolutely and unconditionally guarantees (iii) the limitation set forth in this Section 2.1(b) may be enforced only to the Lenders extent required under such laws in order for the prompt payment when dueGuarantied Obligations to be enforceable under such laws and only by or for the benefit of a creditor, whether representative of creditors or bankruptcy trustee of Guarantor or other Person entitled, under such laws, to enforce the provisions thereof. (c) Guarantor agrees that the Obligations may at stated maturity, upon acceleration any time and from time to time be incurred or otherwise, and at all times thereafter, permitted in an amount exceeding the maximum liability of Guarantor under Section 2.1(b) without impairing the validity or enforceability of the guaranty contained in this Section 2 and without affecting the claims, interests, rights and remedies of any Secured Party hereunder. (d) The guaranty contained in this Section 2 shall remain in full force and effect until Discharge of the Obligations, notwithstanding that from time to time during the term of the Credit Agreement Borrower may be free from any Obligations. (e) No payment made by Borrower, Guarantor, any other guarantor or any other Person or received or collected by any Secured Party from Borrower, Guarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of Guarantor hereunder, which shall, notwithstanding any such payment (other than Secured Obligations that are expressly the obligations any payment made by Guarantor in respect of the U.S. Borrower pursuant Obligations or any payment received or collected from Guarantor in respect of the Obligations), remain liable for the Guarantied Obligations up to the terms maximum liability of any Loan Document, Hedge Agreement or Cash Management Agreement, which Secured Obligations shall continue to be Guarantor hereunder until the primary obligations Discharge of the U.S. Borrower) (collectively the “U.S. Borrower Guaranteed Obligations”). The U.S. Borrower further agrees that the U.S. Borrower Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. The provisions of this Article X (other than Section 10.12) shall apply equally to the U.S. Borrower as guarantor of the U.S. Borrower Guaranteed Obligations as to the Loan Guarantors as guarantors of the Guaranteed Obligations.

Guaranty. Parent hereby provides an absolute, unconditional and irrevocable guaranty (athis “Guaranty”), as a principal and not as a surety, of all payment obligations of the Purchaser and the Merger Sub arising under this Agreement (including payment of the Merger Consideration) Each Loan Guarantor and shall indemnify the Members, the Optionholders and the Representative for any reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees and expenses) incurred by them in enforcing this Guaranty. Parent hereby agrees and undertakes to make all payments under this Section 12.21 free and clear of any deduction, offset, defense, claim or counterclaim of any kind (other than a defense of payment in full). None of the Members, Optionholders or Representative shall be obligated to file any claim relating to Parent’s payment obligations pursuant to this Section 12.21 in the event that any of Parent, the Purchaser, the Merger Sub or any other Person becomes subject to a bankruptcy, reorganization or similar proceeding, and no such event shall affect Parent’s obligations hereunder. This Guaranty shall be a continuing guarantee and shall be a guarantee of payment and not merely of collection. None of the Members, the Optionholders nor the Representative shall be required to make any demand upon the Purchaser or the Merger Sub, or to pursue or exhaust all of their rights or remedies against the Purchaser or the Merger Sub, prior to making any demand on or invoking any of their respective rights and remedies against Parent pursuant to this Guaranty. Parent hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, and absolutely and unconditionally guarantees to the Lenders the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, none of the Secured Obligations (collectively the “Guaranteed Obligations”). Each Loan Guarantor further agrees that the Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. For the avoidance of doubt, unless required by applicable lawMembers’, the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary of Optionholders’ nor the U.S. Borrower shall be treated as a primary obligor of the U.S. Borrower Guaranteed Obligations for U.S. federal and state tax purposes. (b) The U.S. Borrower hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, and absolutely and unconditionally guarantees to the Lenders the prompt payment when due, whether at stated maturity, upon acceleration Representative’s rights or otherwise, and at all times thereafter, of the Secured Obligations (other than Secured Obligations that are expressly the remedies nor Parent’s obligations of the U.S. Borrower pursuant to under the terms of this Guaranty shall be released, diminished, impaired, reduced or affected by any Loan Document, Hedge Agreement claim or Cash Management Agreement, which Secured Obligations shall continue to be the primary obligations of the U.S. Borrower) (collectively the “U.S. Borrower Guaranteed Obligations”). The U.S. Borrower further agrees defense that the U.S. Borrower Guaranteed Obligations may be extended this Guaranty was made without consideration or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. The provisions of this Article X (other than Section 10.12) shall apply equally to the U.S. Borrower as guarantor of the U.S. Borrower Guaranteed Obligations as to the Loan Guarantors as guarantors of the Guaranteed Obligationsis not supported by adequate consideration.

Guaranty. (a) Each Loan Guarantor Guarantor, in order to induce the Company to execute and deliver this Agreement, hereby (i) agrees that it is jointly to contribute to or otherwise make available to Parent and/or Merger Sub the proceeds of the Debt Financing necessary to pay the aggregate Merger Consideration and severally liable forall other cash amounts required to be paid by Parent in accordance with Article II and (ii) absolutely, unconditionally and irrevocably guarantees (the “Guaranty”) the due, punctual and full payment and performance of Parent’s and Merger Sub’s (including its permitted assigns) obligations to pay the Parent Termination Fee or the Parent Regulatory Termination Fee (and, as primary obligor if applicable, any Expense and not merely as suretyInterest Payments) and any amounts payable pursuant to Section 8.16(e), if and absolutely and unconditionally guarantees to the Lenders the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations (collectively the “Guaranteed Obligations”). Each Loan Guarantor further agrees that the Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. For the avoidance of doubt, unless required by applicable law, the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary of the U.S. Borrower shall be treated as a primary obligor of the U.S. Borrower Guaranteed Obligations for U.S. federal and state tax purposesowed. (b) The U.S. Borrower hereby This Guaranty is a guarantee of payment and performance, and not of collection, and Guarantor acknowledges and agrees that this Guaranty is full and unconditional, and no release or extinguishment of Parent’s or Merger Sub’s and/or their designees’ or assignees’ liabilities (other than in accordance with the terms of this Agreement), whether by decree in any bankruptcy proceeding or otherwise, will affect the continuing validity and enforceability of this Guaranty. Parent and Merger Sub hereby waive any right to require the Company, as a condition of payment or performance by Parent or Merger Sub of any obligations of Parent or Merger Sub hereunder, to proceed against Parent or Merger Sub or pursue any other remedy whatsoever in the event that Parent and Merger Sub fails to perform its obligations hereunder. (c) Guarantor represents and warrants to the Company that (i) Guarantor is duly organized and validly existing under the Laws of the Hong Kong Special Administrative Region, and has full corporate power and authority to execute and deliver this Guaranty and Agreement, and to perform its obligations hereunder, (ii) the execution and delivery of this Guaranty and Agreement and the consummation by Guarantor of the transactions contemplated hereby have been duly and validly approved by the requisite corporate action, and (iii) no other corporate or stockholder proceedings on the part of Guarantor (or its equityholder) is necessary to authorize the execution, delivery and performance by Guarantor of this Guaranty and Agreement. (d) Guarantor represents and warrants to the Company that the execution, delivery or performance of this Guaranty and Agreement by Guarantor will not (i) violate any provision of the organizational documents of Guarantor, (ii) violate or conflict with any applicable Law or Legal Requirement binding on Guarantor, (iii) require the consent, approval, order or authorization of, filing or registration with, or notification to any Governmental Entity, (iv) cause any Lien to be created or imposed upon any of Guarantor’s assets or property or (v) violate, conflict with, require consent under, or result in the breach of or loss of benefit under, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, result in the termination of, accelerate the performance required by, or result in a right of termination or acceleration under, any of the terms, conditions or provisions of any Contract to which Guarantor is a party or by which it or any of its property is jointly or may be bound or affected, except, in each case of clauses (ii), (iii), (iv) and severally liable for(v), as would not prevent or materially delay or materially impair Guarantor’s ability to perform its obligations hereunder. (e) Guarantor shall, promptly upon the request of the Company, reimburse, indemnify and hold harmless the Company and the Company Subsidiaries and their respective Representatives from and against any and all losses, damages, claims and reasonable out-of-pocket costs or expenses suffered or incurred by any of them in connection with the Debt Financing and any information utilized in connection therewith (other than information provided by the Company or any of its Subsidiaries). (f) Guarantor shall use its reasonable best efforts to obtain, or cause to be obtained, the proceeds of the Debt Financing on the terms and conditions described in the Debt Commitment Letter, including using its reasonable best efforts with respect to (i) maintaining in effect the Debt Commitment Letter (except to the extent replaced by binding commitments for the Term Loan Facility (as defined in the Debt Commitment Letter)), (ii) negotiating definitive agreements with respect to the Debt Financing consistent with the terms and conditions contained therein or, if available, on other terms that are acceptable to Guarantor in its sole discretion (subject to the restriction on amendments below) and would not adversely affect the ability of Parent to consummate the transactions contemplated herein, and (iii) satisfying on a timely basis all conditions applicable to Guarantor and its Subsidiaries to obtaining the Debt Financing that are within Guarantor’s control. (g) Guarantor shall not, without the prior written consent of the Company, (i) terminate the Debt Commitment Letter (unless the Debt Commitment Letter is replaced in a manner consistent with the following clause (ii) in order to obtain binding commitments with respect to the Term Loan Facility) or (ii) permit any amendment or modification to, or any waiver of any material provision or remedy under, or replace, the Debt Commitment Letter if such amendment, modification, waiver, or replacement (A) would add any new material conditions to the Debt Financing (or modify any existing condition in a manner adverse to Guarantor), (B) reduce the aggregate amount of the Debt Financing, (C) could reasonably be expected to prevent, impede or materially delay the consummation of the Merger and the other transactions contemplated by this Agreement or (D) could reasonably be expected to adversely impact the ability of Guarantor to enforce its rights against the Lenders or any other parties to the Debt Commitment Letter or the definitive agreements with respect thereto; provided, that Guarantor may amend the Debt Commitment Letter to add lenders, arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Commitment Letter as of the date hereof and provide such lenders, arrangers, bookrunners, syndication agents or similar entities with consent rights with respect to existing conditions to the consummation of the Debt Financing (with such debt financing commitment, as amended, modified, waived or replaced in accordance with this clause (g) or clause (h) below, to be considered for all purposes under Section 5.15 and Section 8.16, the “Debt Commitment Letter” hereunder and the debt financing under such debt financing commitment, to be considered for all purposes under Section 5.15 and Section 8.16, the “Debt Financing” hereunder; Parent shall be deemed to have made the representations set forth in Section 4.9 of this Agreement mutatis mutandis with respect to such replacement documentation as the date hereof). (h) In the event that any portion of the aggregate amount of the Debt Financing becomes unavailable (other than as a result of voluntary termination, which shall be governed by clause (g) above), regardless of the reason therefor, Guarantor shall (i) promptly notify the Company of such unavailability and, to the knowledge of Guarantor, the reason therefor and (ii) use its reasonable best efforts to obtain, as primary obligor promptly as practicable following the occurrence of such event, alternative financing (in an amount sufficient to enable the transactions contemplated by this Agreement to be consummated) from the same or other sources. (i) In the event the Debt Commitment Letter is replaced in accordance with clause (g) or (h) above, Parent shall provide the Company drafts of the documentation relating to any replacement commitment (including any fee letter with respect thereto, redacted in customary form). (j) In the event that all conditions set forth in Section 6.1 and not merely Section 6.2 have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction of such conditions) and all of the conditions set forth in the Debt Commitment Letter are satisfied or waived, on the Closing Date (as suretydetermined in accordance with Section 1.2), Guarantor shall cause the Lenders to fund the Debt Financing, to the extent the proceeds thereof are required to consummate the Merger and the other transactions contemplated hereby, and absolutely shall enforce its rights under the Debt Commitment Letter (including in the event of any breach or purported breach thereof and unconditionally guarantees including by taking enforcement action to cause the Lenders to fund such Debt Financing). (k) Guarantor shall keep the Company reasonably informed on a current and timely basis of the status of Guarantor’s efforts to obtain the Debt Financing and to satisfy the conditions thereof, including advising and updating the Company, in a reasonable level of detail, of any breach or threatened breach of the Debt Commitment Letter by the Lenders or the Guarantor and any event that could reasonably be expected to adversely impact the ability of the Guarantor to obtain the financing on the terms set forth in the Debt Commitment Letter. (l) Notwithstanding anything contained in this Agreement to the contrary, Guarantor expressly acknowledges and agrees that neither its obligations hereunder, nor Parent’s or Merger Sub’s obligations hereunder, are conditioned in any manner upon Guarantor obtaining the Debt Financing. (m) Notwithstanding anything to the contrary contained in this Agreement, nothing contained in this Section 8.16 shall require, and in no event shall the reasonable best efforts of Guarantor be deemed or construed to require, Guarantor (or any of its affiliates, including Parent or Merger Sub) to (i) pay any fees to the Lenders in excess of those contemplated in the prompt payment when dueDebt Commitment Letter and related fee letters as of the date hereof, whether at stated maturity, upon acceleration to secure waiver of any conditions contained therein or otherwise, and at all times thereafter, otherwise or (ii) amend or waive any of the Secured Obligations terms or conditions hereof or under the Debt Commitment Letter. (other than Secured Obligations that are expressly the obligations of the U.S. Borrower pursuant n) Guarantor hereby acknowledges and agrees to be subject to the terms of any Loan Document, Hedge Agreement or Cash Management Agreement, which Secured Obligations shall continue to be the primary obligations of the U.S. Borrower) (collectively the “U.S. Borrower Guaranteed Obligations”). The U.S. Borrower further agrees that the U.S. Borrower Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. The provisions of this Article X (other than Section 10.12) shall apply equally VIII and hereby makes to the U.S. Borrower as guarantor of Company the U.S. Borrower Guaranteed Obligations as to the Loan Guarantors as guarantors of the Guaranteed Obligationsrepresentations and warranties set forth in Section 4.9.

Guaranty. (a) Each Loan Guarantor To induce the Company to enter into this Agreement, SAP SE, a European Company (Societas Europaea) established under the laws of Germany and the European Union (“Guarantor”), intending to be legally bound, hereby agrees that it is jointly and severally liable forabsolutely, and, as primary obligor and not merely as surety, and absolutely irrevocably and unconditionally guarantees to the Lenders Company the prompt due and punctual payment when dueand performance of (i) Parent’s and Merger Sub’s obligations under this Agreement, whether at stated maturityincluding any liabilities arising out of a breach thereof (collectively, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations (collectively the “Guaranteed Obligations”). Each Loan This guarantee may not be revoked or terminated and shall remain in full force and effect without interruption and shall be binding on Guarantor and its successors and assigns until the Guaranteed Obligations have been satisfied in full. Guarantor further covenants and agrees that, if requested by the Company, it will promptly appoint in accordance with applicable Law a registered agent for service of process in the State of Delaware, and Guarantor shall maintain such registered agent as its agent for service of process in the State of Delaware without interruption until the Effective Time. (b) All payments pursuant to this Section 8.15 shall be made in lawful money of the United States, in immediately available funds. Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of Guarantor of any kind. (c) The guaranty set forth in Section 8.15(a) (the “Guaranty”) is an absolute, unconditional and continuing guarantee of the full and punctual payment and performance by Parent and Merger Sub of the Guaranteed Obligations and not of collection. Should Parent or Merger Sub default in the payment or performance of any of the Guaranteed Obligations, Guarantor’s obligations hereunder shall become immediately due and payable to the Company or, if and only if the Effective Time occurs and to the extent that such obligations become due and payable thereafter, to the former holders of Shares, Company Options or Shares subject to RSU Awards or PSU Awards. Claims hereunder may be made on one or more occasions. If any payment in respect of any Guaranteed Obligation is rescinded or must otherwise be returned for any reason whatsoever, Guarantor shall remain liable hereunder with respect to such Guaranteed Obligation as if such payment had not been made. (d) Guarantor agrees that the Guaranteed Obligations may shall not be extended released or renewed discharged, in whole or in part, or otherwise affected by (i) the failure or delay on the part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. For the avoidance of doubt, unless required by applicable law, the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary of the U.S. Borrower shall be treated as a primary obligor Company to assert any claim or demand or to enforce any right or remedy against Parent or Merger Sub; (ii) any change in the time, place or manner of payment of the U.S. Borrower Guaranteed Obligations for U.S. federal and state tax purposes. (b) The U.S. Borrower hereby agrees that it is jointly and severally liable foror rescission, andwaiver, as primary obligor and not merely as suretycompromise, and absolutely and unconditionally guarantees to the Lenders the prompt payment when due, whether at stated maturity, upon acceleration consolidation or otherwise, and at all times thereafter, other amendment or modification of any of the Secured Obligations (other than Secured Obligations that are expressly the obligations terms or provisions of the U.S. Borrower pursuant to this Agreement made in accordance with the terms of any Loan Document, Hedge this Agreement or Cash Management Agreementany agreement evidencing, which Secured Obligations shall continue to be the primary obligations of the U.S. Borrower) (collectively the “U.S. Borrower Guaranteed Obligations”). The U.S. Borrower further agrees that the U.S. Borrower Guaranteed Obligations may be extended securing or renewed otherwise executed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding connection with any such extension or renewal. The provisions of this Article X (other than Section 10.12) shall apply equally to the U.S. Borrower as guarantor of the U.S. Borrower Guaranteed Obligations as to the Loan Guarantors as guarantors of the Guaranteed Obligations; (iii) the addition, substitution or release of any Person interested in the Transactions; (iv) any change in the corporate existence, structure or ownership of Parent or Merger Sub; (v) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent or Merger Sub or their assets; (vi) the adequacy of any means the Company may have of obtaining payment related to the Guaranteed Obligations; or (vii) the existence of any claim, set-off or other right which Parent or Merger Sub may have at any time against the Company (other than satisfaction of the Guaranteed Obligations or rights of Merger Sub pursuant to this Agreement), whether in connection with the Guaranteed Obligations or otherwise. Guarantor waives promptness, diligence, notice of the acceptance of the Guaranty and of the Guaranteed Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the Guaranteed Obligations incurred and all other notices of any kind, all defenses that may be available by virtue of any valuation, stay, moratorium Law or other similar Law now or hereafter in effect, any right to require the marshalling of assets of Parent or Merger Sub or any other Person interested in the Transactions, and all suretyship defenses generally, defenses to the payment of the Guaranteed Obligations that are available to Parent or Merger Sub under this Agreement (other than, in each case, fraud, willful misconduct and intentional misrepresentation by the Company or any of its Affiliates) and defenses available to Guarantor under the Guaranty. Guarantor acknowledges that it has received and will receive substantial direct and indirect benefits from the Transactions and that the waivers set forth in this Section 8.15 are knowingly made in contemplation of such benefits. (e) No failure on the part of the Company to exercise, and no delay in exercising, any right, remedy or power pursuant to this Section 8.15 shall operate as a waiver thereof, nor shall any single or partial exercise by the Company of any right, remedy or power pursuant to this Section 8.15 preclude any other or future exercise of any right, remedy or power pursuant to this Section 8.15. Each and every right, remedy and power granted to the Company pursuant to this Section 8.15 or allowed it by Law or agreement with respect to this Section 8.15 shall be cumulative and not exclusive of any other, and may be exercised by the Company at any time or from time to time. The Company shall not have any obligation to proceed at any time or in any manner against, exhaust any or all of the Company’s rights against Parent, Merger Sub or any other Person liable for any Guaranteed Obligations prior to proceeding against Guarantor hereunder or resort to any security or other means of collecting payment. This Guaranty may only be amended by a writing signed and delivered by Guarantor and the Company. Guarantor hereby covenants and agrees that it shall not institute, and shall cause its respective Affiliates not to institute, any Action asserting that the Guaranty is illegal, invalid or unenforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws affecting creditors’ rights generally, and general equitable principles (whether considered an Action in equity or at law). (f) Guarantor hereby represents and warrants to the Company and covenants that: (i) the execution, delivery and performance of this Agreement have been duly authorized by all necessary action and do not contravene any provision of Guarantor’s organizational documents or any Law or contractual restriction binding on Guarantor or its assets; (ii) this Agreement constitutes a legal, valid and binding obligation of Guarantor enforceable against Guarantor in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including all Laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in an Action at law or in equity), (iii) nothing in this Agreement will terminate its obligations under the Confidentiality Agreement and (iv) Guarantor will not issue any press release or other communication in contravention of Section 5.06. (g) Nothing in this Section 8.15 shall waive any defenses, counterclaims or rights of setoff that Parent or Merger Sub may have under this Agreement or applicable Law.

Guaranty. (a) Each Loan To induce the Lenders to provide the credits described herein and in consideration of benefits expected to accrue to Borrower by reason of the Commitments and for other good and valuable consideration, receipt of which is hereby acknowledged, each Subsidiary Guarantor hereby agrees that it is unconditionally and irrevocably, jointly and severally liable for, and, as a primary obligor and not merely as only a surety, guaranty to Agent, for itself and absolutely the other Lenders (or their applicable Affiliates) and unconditionally guarantees to the Lenders its successors, endorsees, transferees and assigns, the prompt and complete payment and performance by Borrower when due, due (whether at the stated maturity, upon by acceleration or otherwise, and at all times thereafter, ) of the Secured Obligations (collectively the “Guaranteed other than those Obligations constituting, with respect to Subsidiary Guarantors, Excluded Hedging Obligations”). Each Loan Guarantor further agrees that the Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. For the avoidance of doubt, unless required by applicable law, the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary of the U.S. Borrower shall be treated as a primary obligor of the U.S. Borrower Guaranteed Obligations for U.S. federal and state tax purposes. (b) The U.S. Borrower hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, and absolutely and unconditionally guarantees Anything herein or in any other Loan Document to the Lenders contrary notwithstanding, the prompt payment when due, whether maximum liability of Subsidiary Guarantors hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 16.2). 87 145787955v2145787955v9 (c) Subsidiary Guarantors agree that the Obligations may at stated maturity, upon acceleration or otherwise, any time and at all times thereafter, from time to time exceed the amount of the Secured liability of Subsidiary Guarantors hereunder without impairing the guaranty contained in this Section 16 or affecting the rights and remedies of Agent or any Lender hereunder. (d) The guaranty contained in this Section 16 shall remain in full force and effect until the earliest to occur of (i) the first date on which all of the Obligations (other than Secured Obligations contingent indemnification obligations for which no claim has been asserted) shall have been paid in full, (ii) as to any Subsidiary Guarantor, any transaction or occurrence as a result of which such Subsidiary Guarantor ceases to be a Subsidiary of Borrower, in each case that are expressly the obligations of the U.S. Borrower pursuant is permitted under this Agreement and (iii) as to any Subsidiary Guarantor, such Subsidiary Guarantor becoming an Excluded Subsidiary in accordance with the terms of this Agreement. (e) No payment made by Borrower or any Loan Document, Hedge Agreement other guarantor or Cash Management Agreement, which Secured any other Person or received or collected by Agent or any Lender from Borrower or any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall continue be deemed to be modify, reduce, release or otherwise affect the primary obligations liability of the U.S. Borrower) (collectively the “U.S. Borrower Guaranteed Obligations”). The U.S. Borrower further agrees that the U.S. Borrower Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from itSubsidiary Guarantors hereunder which shall, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. The provisions of this Article X payment (other than Section 10.12) shall apply equally any payment made by Subsidiary Guarantors in respect of the Obligations or any payment received or collected from Subsidiary Guarantors in respect of the Obligations), remain liable for the Obligations up to the U.S. Borrower as guarantor maximum liability of Subsidiary Guarantors hereunder until the U.S. Borrower Guaranteed Obligations as to the Loan Guarantors as guarantors of the Guaranteed Obligationsare indefeasibly paid in full.

Guaranty. (a) Each Loan Guarantor hereby agrees that it is jointly and severally liable forSubject to the terms of the Guarantee Requirement, and, as primary obligor and not merely as suretythe Borrower will, and absolutely will cause each Loan Party to, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Guarantee Requirement continues to be satisfied, including upon (i) the formation or acquisition after the Restatement Date of any Restricted Subsidiary that is a Material Subsidiary, (ii) the designation of any Unrestricted Subsidiary that is a Material Subsidiary as a Restricted Subsidiary, (iii) any Restricted Subsidiary ceasing to be an Immaterial Subsidiary or (iv) any Restricted Subsidiary that is a Domestic Subsidiary ceasing to be an Excluded Subsidiary, on or before the date that is thirty (30) days after the relevant formation, acquisition, designation or cessation occurred (or such longer period as the Administrative Agent may reasonably agree in its sole discretion), the Borrower shall (A) cause such Restricted Subsidiary (other than any Excluded Subsidiary) to comply with the applicable requirements set forth in the definition of “Guarantee Requirement” and unconditionally guarantees (B) upon the reasonable request of the Administrative Agent, cause the relevant Restricted Subsidiary to deliver to the Lenders Administrative Agent a customary opinion of counsel for such Restricted Subsidiary, addressed to the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, Administrative Agent and at all times thereafter, of the Secured Obligations (collectively the “Guaranteed Obligations”). Each Loan Guarantor further agrees that the Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewalLenders. For the avoidance of doubt, unless required by applicable law, (a) the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary of the U.S. Borrower shall be treated as have the option to cause any wholly-owned Restricted Subsidiary to become a primary obligor of the U.S. Borrower Guaranteed Obligations for U.S. federal and state tax purposes. (b) The U.S. Borrower hereby agrees that it Guarantor even if such Restricted Subsidiary is jointly and severally liable for, and, as primary obligor and not merely as surety, and absolutely and unconditionally guarantees otherwise required to the Lenders the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations (other than Secured Obligations that are expressly the obligations of the U.S. Borrower become a Guarantor pursuant to the terms of any Loan Document, Hedge this Agreement or Cash Management Agreement, which Secured Obligations shall continue any other Loan Document and (b) to be the primary obligations of the U.S. Borrower) (collectively the “U.S. Borrower Guaranteed Obligations”). The U.S. Borrower further agrees that the U.S. Borrower Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding extent any such extension or renewalRestricted Subsidiary is an Excluded Subsidiary, such Restricted Subsidiary shall no longer be an Excluded Subsidiary from and after the date such Restricted Subsidiary becomes a Guarantor. The provisions Upon any such election, such Restricted Subsidiary shall only become a Guarantor hereunder upon execution and delivery of this Article X (a Guaranty Joinder Agreement and upon satisfaction of all other than Section 10.12) shall apply equally to applicable terms and conditions set forth in the U.S. Borrower as guarantor of the U.S. Borrower Guaranteed Obligations as to the Loan Guarantors as guarantors of the Guaranteed ObligationsGuarantee Requirement.

Guaranty. (a) Each Loan If after the Effective Date Great American and/or any Affiliate or Subsidiary thereof obtains a Parent Working Capital Facility, each Guarantor hereby agrees that it is absolutely and unconditionally, jointly and severally liable for, andseverally, as a primary obligor guarantor and not merely as suretya surety guarantees, agrees to be liable for, the due and absolutely punctual payment and unconditionally guarantees to the Lenders the prompt payment when due, performance (whether at the stated maturity, upon by required prepayment, by acceleration or otherwise) by each of the Borrowers of the Guaranteed Amount (the “PWCF Guaranty Obligation”). However, and at all times thereafterduring which such Parent Working Capital Facility is not in place, either because it has not yet been obtained or because it has expired or is terminated for any reason, each Guarantor absolutely and unconditionally, jointly and severally, as a primary guarantor and not merely as a surety guarantees, agrees to be liable for, the due and punctual payment and performance (whether at the stated maturity, by required prepayment, by acceleration or otherwise) by each of the Secured Obligations Borrowers of the Guaranteed Amount on or after the occurrence of the Key Date (collectively the “Guaranteed ObligationsNon-PWCF Guaranty Obligation”). Notwithstanding anything to the contrary set forth in Section 2, and for the sake of clarity, if, after Great American and/or any Affiliate or Subsidiary thereof obtains a Parent Working Capital Facility, such Parent Working Capital Facility expires or is terminated for any reason, (A) any then-existing PWCF Guaranty Obligations will remain in effect and shall not become Non-PWCF Guaranty Obligations as a result of such Expiration or termination of the Parent Working Capital Facility, but (B) any new obligations which arise under the Guaranty after such expiration or termination will be Non-PWCF Guaranty Obligations. Each Loan Guarantor further agrees that the Guaranteed Obligations and other Liabilities may be extended or renewed reviewed, in whole or in part part, without notice to or further assent from it, and that it remains will remain bound upon its guarantee this Guaranty notwithstanding any such extension or renewalrenewal of any such obligations or other Liabilities. For the avoidance of doubt, unless required by applicable law, the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor that This is a Domestic Subsidiary guaranty of the U.S. Borrower shall be treated as a primary obligor of the U.S. Borrower Guaranteed Obligations for U.S. federal and state tax purposes. (b) The U.S. Borrower hereby agrees that it is jointly and severally liable for, and, as primary obligor payment and not merely as surety, and absolutely and unconditionally guarantees to the Lenders the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations (other than Secured Obligations that are expressly the obligations of the U.S. Borrower pursuant to the terms of any Loan Document, Hedge Agreement or Cash Management Agreement, which Secured Obligations shall continue to be the primary obligations of the U.S. Borrower) (collectively the “U.S. Borrower Guaranteed Obligations”). The U.S. Borrower further agrees that the U.S. Borrower Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. The provisions of this Article X (other than Section 10.12) shall apply equally to the U.S. Borrower as guarantor of the U.S. Borrower Guaranteed Obligations as to the Loan Guarantors as guarantors of the Guaranteed Obligationscollection.

Guaranty. (a) Each Loan Guarantor hereby agrees that it is jointly This agreement shall be guarantied as follows: (1) By Dalian Chuming Group Co., Ltd.’s 2005 Bank of China No. 024 Pledge Agreement; (2) By Dalian Chuming Group Co., Ltd.’s 2005 Bank of China No. 025 Pledge Agreement; (3) By Dalian Chuming Group Co., Ltd.’s 2006 Bank of China No. 044 Pledge Agreement; (4) By Dalian Food Co., Ltd.’s 2007 Bank of China No. 017 Pledge Agreement; (5) By Dalian Mingxing Livestock Co., Ltd. 2007 Bank of China No. 018 Pledge Agreement; (6) By Dalian Mingxing Livestock Co., Ltd. 2005 Bank of China No. 002 Pledge Agreement; (7) By the 2007 Bank of China No. 037 Guaranty Agreement of Shi Huashan and severally liable for, and, as primary obligor and not merely as surety, and absolutely and unconditionally guarantees to the Lenders the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, other signatories of the Secured Obligations Guaranty Agreement; (collectively 8) By the “Guaranteed Obligations”)2007 Bank of China No. Each Loan Guarantor further agrees that 038 Guaranty Agreement of Ma Fengqin and the Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. For the avoidance of doubt, unless required by applicable law, the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary other signatories of the U.S. Borrower shall be treated as a primary obligor Guaranty Agreement; and (9) By Dalian Chuming Group Co., Ltd.’s 2007 Bank of the U.S. Borrower Guaranteed Obligations for U.S. federal and state tax purposesChina No. 023 Pledge Agreement. (b) The U.S. In the event of any of the following, Lender shall have the right to require Borrower hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as suretyto furnish new guaranty and/or guarantor with respect to the obligations herein, and absolutely and unconditionally guarantees Borrower shall have the obligation to comply: (i) if Lender determines that an event may affect the Lenders the prompt payment when due, whether at stated maturity, upon acceleration ability of Borrower or otherwise, and at all times thereafter, any of the Secured Obligations guarantors to perform its obligations herein, (other than Secured Obligations that are expressly the obligations ii) if any of the U.S. guaranty agreements shall become ineffective or is terminated, (iii) if the financial conditions of Borrower pursuant to the terms of or any Loan Document, Hedge Agreement or Cash Management Agreement, which Secured Obligations shall continue to be the primary obligations of the U.S. Borrowerguarantors deteriorate or if Borrower or a guarantor becomes a party in a major litigation proceeding, (iv) (collectively the “U.S. Borrower Guaranteed Obligations”). The U.S. Borrower further agrees that the U.S. Borrower Guaranteed Obligations may be extended or renewed in whole or in part without notice if any guarantor is party to or further assent from it, and that it remains bound upon its guarantee notwithstanding any another agreement such extension or renewal. The provisions of this Article X (other than Section 10.12) shall apply equally to the U.S. Borrower as guarantor of the U.S. Borrower Guaranteed Obligations as to the Loan Guarantors as guarantors of the Guaranteed Obligationsconflict with such guarantor’s obligations herein or to Borrower, or (v) if any pledged assets depreciates in value, is destroyed, seized or otherwise lost.

Guaranty. The Reporting Entity will cause each Affiliate (other than the Company) which delivers a Guaranty of outstanding borrowings or available borrowing capacity (subject only to customary conditions) under a Material Credit Facility or becomes an obligor, co-obligor, borrower or co-borrower of outstanding borrowings or has available borrowing capacity (subject only to customary conditions) under a Material Credit Facility to concurrently enter into an Affiliate Guaranty, and as promptly as reasonably practicable will deliver to each of the holders of the Notes the following items: (a) Each Loan Guarantor hereby agrees that it is jointly an executed counterpart of the joinder agreement pursuant to which such Affiliate has become bound by the Affiliate Guaranty; (b) a certificate signed by the President, a Vice President or another authorized Responsible Officer of such Affiliate making representations and severally liable forwarranties to the effect of those contained in Sections 5.1, 5.2, 5.6 and 5.7, but with respect to such Affiliate and the Affiliate Guaranty, as applicable; (c) such documents and evidence with respect to such Affiliate as the Required Holders may reasonably request in order to establish the existence and, as primary obligor if applicable, good standing of such Affiliate and not merely as surety, and absolutely and unconditionally guarantees the authorization of the transactions contemplated by the Affiliate Guaranty; (d) an opinion of counsel reasonably satisfactory to the Lenders Required Holders to the prompt payment when dueeffect that such Affiliate Guaranty has been duly authorized, whether at stated maturityexecuted and delivered and constitutes the legal, upon acceleration valid and binding contract and agreement of such Affiliate enforceable in accordance with its terms, subject to customary exceptions, assumptions and qualifications; provided that an opinion from a nationally recognized law firm and/or in-house counsel of the Company shall be reasonably satisfactory to the Required Holders; and (e) with respect to any Foreign Guarantor, evidence of the acceptance by the Company or otherwiseCT Corporation System, and at all times thereafteras applicable, of the Secured Obligations (collectively appointment of designation provided for by Section 8 of the “Guaranteed Obligations”). Each Loan Guarantor further agrees that Affiliate Guaranty, as such Guarantor’s agent to receive, for it and on its behalf, service of process, for the Guaranteed Obligations may be extended or renewed in whole or in part without notice period from the date of such Affiliate Guaranty to or further assent from itDecember 4, and that it remains bound upon its guarantee notwithstanding any such extension or renewal2028. For the avoidance of doubt, unless required by applicable lawNew STERIS Limited is not a guarantor of outstanding borrowings or available borrowing capacity (subject only to customary conditions) under, and is not an obligor, co-obligor, borrower or co-borrower of outstanding borrowings or that has available borrowing capacity (subject only to customary conditions), in each case under the parties hereto acknowledge Bank Credit Agreement and agree to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary Amended and Restated 364-Day Bridge Credit Agreement dated as of March 31, 2015 between the U.S. Borrower shall be treated as a primary obligor of the U.S. Borrower Guaranteed Obligations for U.S. federal Company and state tax purposes. (b) The U.S. Borrower hereby agrees that it is jointly and severally liable for, andNew STERIS Limited, as primary obligor borrowers and not merely guarantors, Solar US Parent Co, as suretyretiring borrower, Bank of America, as administrative agents and absolutely the other agents and unconditionally guarantees lenders party thereto, as in effect on the date hereof prior to the Lenders the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations (other than Secured Obligations that are expressly the obligations of the U.S. Borrower pursuant to the terms of any Loan Document, Hedge Agreement or Cash Management Agreement, which Secured Obligations shall continue to be the primary obligations of the U.S. Borrower) (collectively the “U.S. Borrower Guaranteed Obligations”). The U.S. Borrower further agrees that the U.S. Borrower Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. The provisions of this Article X (other than Section 10.12) shall apply equally to the U.S. Borrower as guarantor of the U.S. Borrower Guaranteed Obligations as to the Loan Guarantors as guarantors of the Guaranteed ObligationsSynergy Closing Date.

Guaranty. (a) Each Loan Guarantor To induce the Company to enter into this Agreement, SAP AG, an Aktiengesellschaft organized under the laws of Germany (“Guarantor”), intending to be legally bound, hereby agrees that it is jointly and severally liable forabsolutely, and, as primary obligor and not merely as surety, and absolutely irrevocably and unconditionally guarantees to the Lenders Company the prompt due and punctual payment when dueand performance of (i) Parent’s and the Purchaser’s obligations under this Agreement, whether at stated maturity, upon acceleration or otherwiseincluding with respect to the Offer, and at all times thereafterfees and expenses associated therewith and (ii) Parent’s and the Purchaser’s liability and obligations (including for breach) under this Agreement (collectively, of the Secured Obligations (collectively the “Guaranteed Obligations”). Each Loan This guarantee may not be revoked or terminated and shall remain in full force and effect without interruption and shall be binding on Guarantor and its successors and assigns until the Guaranteed Obligations have been satisfied in full. Guarantor further covenants and agrees that, unless waived by the Company, it will, not later than five Business Days following the date hereof, appoint in accordance with applicable Law a registered agent for service of process in the State of Delaware, and Guarantor shall maintain such registered agent as its agent for service of process in the State of Delaware without interruption until the Effective Time. (b) All payments pursuant to this Section 8.15 shall be made in lawful money of the United States, in immediately available funds. Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of Guarantor of any kind. (c) The guarantee set forth in Section 8.15(a) (the “Guarantee”) is an absolute, unconditional and continuing guarantee of the full and punctual payment and performance by Parent and the Purchaser of the Guaranteed Obligations and not of collection. Should Parent or the Purchaser default in the payment or performance of any of the Guaranteed Obligations, Guarantor’s obligations hereunder shall become immediately due and payable to the Company. Claims hereunder may be made on one or more occasions. If any payment in respect of any Guaranteed Obligation is rescinded or must otherwise be returned for any reason whatsoever, Guarantor shall remain liable hereunder with respect to such Guaranteed Obligation as if such payment had not been made. (d) Guarantor agrees that the Guaranteed Obligations may shall not be extended released or renewed discharged, in whole or in part, or otherwise affected by (i) the failure or delay on the part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. For the avoidance of doubt, unless required by applicable law, the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary of the U.S. Borrower shall be treated as a primary obligor Company to assert any claim or demand or to enforce any right or remedy against Parent or the Purchaser; (ii) any change in the time, place or manner of payment of the U.S. Borrower Guaranteed Obligations for U.S. federal and state tax purposes. (b) The U.S. Borrower hereby agrees that it is jointly and severally liable foror rescission, andwaiver, as primary obligor and not merely as suretycompromise, and absolutely and unconditionally guarantees to the Lenders the prompt payment when due, whether at stated maturity, upon acceleration consolidation or otherwise, and at all times thereafter, other amendment or modification of any of the Secured Obligations (other than Secured Obligations that are expressly the obligations of the U.S. Borrower pursuant to the terms of any Loan Document, Hedge Agreement or Cash Management Agreement, which Secured Obligations shall continue to be the primary obligations of the U.S. Borrower) (collectively the “U.S. Borrower Guaranteed Obligations”). The U.S. Borrower further agrees that the U.S. Borrower Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. The provisions of this Article X (other than Section 10.12) shall apply equally to Agreement made in accordance with the U.S. Borrower as guarantor of the U.S. Borrower Guaranteed Obligations as to the Loan Guarantors as guarantors terms hereof or any agreement evidencing, securing or otherwise executed in connection with any of the Guaranteed Obligations; (iii) the addition, substitution or release of any Person interested in the transactions contemplated by this Agreement; (iv) any change in the corporate existence, structure or ownership of Parent or the Purchaser; (v) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent or the Purchaser; (vi) the adequacy of any means the Company may have of obtaining payment related to the Guaranteed Obligations; or (vii) the existence of any claim, set-off or other right which Parent or the Purchaser may have at any time against the Company (other than rights of the Purchaser pursuant to this Agreement), whether in connection with the Guaranteed Obligations or otherwise. Guarantor waives promptness, diligence, notice of the acceptance of the Guarantee and of the Guaranteed Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the Guaranteed Obligations incurred and all other notices of any kind, all defenses which may be available by virtue of any valuation, stay, moratorium Law or other similar Law now or hereafter in effect, any right to require the marshalling of assets of Parent or the Purchaser or any other Person interested in the transactions contemplated by this Agreement, and all suretyship defenses generally (other than, in each case, fraud, willful misconduct and intentional misrepresentation by the Company or any of its affiliates), defenses to the payment of the Guaranteed Obligations that are available to Parent or the Purchaser under this Agreement and defenses available to Guarantor under the Guarantee. Guarantor acknowledges that it has received and will receive substantial direct and indirect benefits from the transactions contemplated by this Agreement and that the waivers set forth in this Section 8.15 are knowingly made in contemplation of such benefits. (e) No failure on the part of the Company to exercise, and no delay in exercising, any right, remedy or power pursuant to this Section 8.15 shall operate as a waiver thereof, nor shall any single or partial exercise by the Company of any right, remedy or power pursuant to this Section 8.15 preclude any other or future exercise of any right, remedy or power pursuant to this Section 8.15. Each and every right, remedy and power granted to the Company pursuant to this Section 8.15 or allowed it by Law or agreement with respect to this Section 8.15 shall be cumulative and not exclusive of any other, and may be exercised by the Company at any time or from time to time. The Company shall not have any obligation to proceed at any time or in any manner against, exhaust any or all of the Company’s rights against Parent, the Purchaser or any other Person liable for any Guaranteed Obligations prior to proceeding against Guarantor hereunder or resort to any security or other means of collecting payment. This Guarantee may only be amended by a writing signed and delivered by Guarantor and the Company. (f) Guarantor hereby represents and warrants and covenants that: (i) the execution, delivery and performance of this Agreement have been duly authorized by all necessary action and do not contravene any provision of Guarantor’s organizational documents or any Law or contractual restriction binding on Guarantor or its assets; (ii) this Agreement constitutes a legal, valid and binding obligation of Guarantor enforceable against Guarantor in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all Laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity), (iii) nothing in this Agreement will terminate its obligations under the Confidentiality Agreement and (iv) Guarantor will not issue any press release or other communication in contravention of Section 5.7. (g) Nothing in this Section 8.15 shall waive any defenses, counterclaims or rights of setoff that Parent or the Purchaser may have under this Agreement or applicable Law.

Guaranty. (a) Each Loan Subject to Section 2(b) hereof, each Guarantor hereby agrees that it is jointly and severally liable forabsolutely, and, as primary obligor and not merely as surety, and absolutely irrevocably and unconditionally guarantees to the Lenders the full and prompt payment when due, due (whether at stated maturity, upon by acceleration or otherwise) of the Borrower Obligations. This Agreement constitutes a guaranty of payment and neither the Administrative Agent, the Issuing Bank nor any Lender shall have any obligation to enforce any Loan Document or any Interest Rate Protection Arrangement or exercise any right or remedy with respect to any collateral security thereunder by any action, including making or perfecting any claim against any Person or any collateral security for any of the Borrower Obligations, prior to being entitled to the benefits of this Agreement. The Administrative Agent may, at its option, proceed against the Guarantors, or any one or more of them, in the first instance, to enforce the Guarantor Obligations without first proceeding against the Borrower or any other Person, and at all times thereafterwithout first resorting to any other rights or remedies, of as the Secured Obligations (collectively Administrative Agent may deem advisable. In furtherance hereof, if the “Guaranteed Obligations”). Each Loan Guarantor further agrees that the Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. For the avoidance of doubt, unless required by applicable lawAdministrative Agent, the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor that Issuing Bank or any Lender is a Domestic Subsidiary of prevented by law from collecting or otherwise hindered from collecting or otherwise enforcing any Borrower Obligation in accordance with its terms, the U.S. Borrower Administrative Agent, the Issuing Bank or such Lender, as the case may be, shall be treated as a primary obligor of entitled to receive hereunder from the U.S. Borrower Guaranteed Obligations for U.S. federal and state tax purposesGuarantors after demand therefor, the sums which would have been otherwise due had such collection or enforcement not been prevented or hindered. (b) The U.S. Borrower hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, and absolutely and unconditionally guarantees Anything contained in this Agreement to the Lenders contrary notwithstanding, the prompt payment when dueobligations of each Guarantor hereunder shall be limited to a maximum aggregate amount equal to the greatest amount that would not render such Guarantor's obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any provisions of applicable state law (collectively, whether at stated maturitythe "Fraudulent Transfer Laws"), upon acceleration in each case after giving effect to all other liabilities of such Guarantor, contingent or otherwise, and at all times thereafterthat are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Guarantor (A) in respect of intercompany indebtedness to the Borrower or Affiliates of the Secured Borrower to the extent that such indebtedness would be discharged in an amount equal to the amount paid by such Guarantor hereunder and (B) under any guarantee of senior unsecured indebtedness or Indebtedness subordinated in right of payment to the Obligations which guarantee contains an assumption that indebtedness incurred under the Credit Agreement shall be deemed to have been incurred prior to any indebtedness incurred under any such guarantee or contains a limitation as to maximum amount similar to that set forth in this subsection, pursuant to which the liability of such Guarantor hereunder is included in the liabilities taken into account in determining such maximum amount) and after giving effect as assets to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation, contribution, reimbursement, indemnity or similar rights of such Guarantor pursuant to (i) applicable law or (ii) any agreement providing for an equitable allocation among such Guarantor and other than Secured Affiliates of the Borrower of obligations arising under guarantees by such parties (including the agreements in paragraph (d) of this Section). (c) Each Guarantor agrees that the Guarantor Obligations may at any time and from time to time exceed the maximum liability of such Guarantor hereunder without impairing this Agreement or affecting the rights and remedies of the Administrative Agent, the Issuing Bank or any Lender hereunder. (d) In addition to all rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to this paragraph), the Borrower agrees that are expressly (i) in the event a payment shall be made by any Guarantor hereunder, the Borrower shall indemnify such Guarantor for the full amount of such payment, and such Guarantor shall be subrogated to the rights of the person to whom such payments shall have been made to the extent of such payment, and (ii) in the event that any assets of any Guarantor shall be sold pursuant to any Loan Document to satisfy any claim of the Administrative Agent, any Lender, the Issuing Bank or any Rate Protection Lender, the Borrower shall indemnify such Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold. Each Guarantor (a "contributing Guarantor") agrees (subject to this paragraph) that, in the event a payment shall be made by any other Guarantor hereunder or assets of any other Guarantor shall be sold pursuant to any Loan Document to satisfy a claim of the Administrative Agent, any Lender, the Issuing Bank or any Rate Protection Lender and such other Guarantor (the "claiming Guarantor") shall not have been fully indemnified by the Borrower as provided in this paragraph, the contributing Guarantor shall indemnify the claiming Guarantor in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as applicable, in each case multiplied by a fraction of which the numerator shall be the net worth of the contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 15, the date of the Supplement hereto executed and delivered by such Guarantor). Any contributing Guarantor making any payment to a claiming Guarantor pursuant to this paragraph shall be subrogated to the rights of such claiming Guarantor under this paragraph to the extent of such payment. Notwithstanding any provision of this paragraph to the contrary, all rights of the Guarantors under this paragraph and all other rights of indemnity, contribution or subrogation under applicable law or otherwise shall be fully subordinated to the indefeasible payment in full in cash of the Borrower Obligations and the Guarantor Obligations. No failure on the part of the Borrower or any Guarantor to make the payments required by this paragraph (or any other payments required under applicable law or otherwise) shall in any respect limit the obligations and liabilities of any Guarantor with respect to its obligations under this paragraph, and each Guarantor shall remain liable for the full amount of the obligations of the U.S. Borrower pursuant to the terms of any Loan Document, Hedge Agreement or Cash Management Agreement, which Secured Obligations shall continue to be the primary obligations of the U.S. Borrower) (collectively the “U.S. Borrower Guaranteed Obligations”). The U.S. Borrower further agrees that the U.S. Borrower Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. The provisions of Guarantor under this Article X (other than Section 10.12) shall apply equally to the U.S. Borrower as guarantor of the U.S. Borrower Guaranteed Obligations as to the Loan Guarantors as guarantors of the Guaranteed Obligationsparagraph.

Guaranty. (a) Each Loan Guarantor To induce the Company to enter into this Agreement, Guarantor, intending to be legally bound, hereby agrees that it is jointly and severally liable forabsolutely, and, as primary obligor and not merely as surety, and absolutely irrevocably and unconditionally guarantees to the Lenders Company the prompt due and punctual payment when due, whether at stated maturity, upon acceleration or otherwiseand performance of (i) Parent’s and Merger Sub’s obligations under this Agreement, and at all times thereafter(ii) Parent’s and Merger Sub’s liability and obligations (including for breach) under this Agreement (collectively, of the Secured Obligations (collectively the “Guaranteed Obligations”). Each Loan This guarantee may not be revoked or terminated and shall remain in full force and effect without interruption and shall be binding on Guarantor and its successors and assigns until the Guaranteed Obligations have been satisfied in full. Guarantor further covenants and agrees that, unless waived by the Company, it will, not later than five (5) Business Days following the date hereof, appoint in accordance with applicable Law a registered agent for service of process in the State of Delaware, and Guarantor shall maintain such registered agent as its agent for service of process in the State of Delaware without interruption until the Effective Time. (b) All payments pursuant to this Section 10.11 shall be made in lawful money of the United States, in immediately available funds. Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of Guarantor of any kind. (c) The guarantee set forth in Section 10.11(a) (the “Guarantee”) is an absolute, unconditional and continuing guarantee of the full and punctual payment and performance by Parent and Merger Sub of the Guaranteed Obligations and not of collection. Should Parent or Merger Sub default in the payment or performance of any of the Guaranteed Obligations, Guarantor’s obligations hereunder shall become immediately due and payable to the Company. Claims hereunder may be made on one or more occasions. If any payment in respect of any Guaranteed Obligation is rescinded or must otherwise be returned for any reason whatsoever, Guarantor shall remain liable hereunder with respect to such Guaranteed Obligation as if such payment had not been made. (d) Guarantor agrees that the Guaranteed Obligations may shall not be extended released or renewed discharged, in whole or in part, or otherwise affected by (i) the failure or delay on the part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. For the avoidance of doubt, unless required by applicable law, the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary of the U.S. Borrower shall be treated as a primary obligor Company to assert any claim or demand or to enforce any right or remedy against Parent or Merger Sub or any other Person; (ii) any change in the time, place or manner of payment of the U.S. Borrower Guaranteed Obligations for U.S. federal and state tax purposes. (b) The U.S. Borrower hereby agrees that it is jointly and severally liable foror rescission, andwaiver, as primary obligor and not merely as suretycompromise, and absolutely and unconditionally guarantees to the Lenders the prompt payment when due, whether at stated maturity, upon acceleration consolidation or otherwise, and at all times thereafter, other amendment or modification of any of the Secured Obligations (other than Secured Obligations that are expressly the obligations of the U.S. Borrower pursuant to the terms of any Loan Document, Hedge Agreement or Cash Management Agreement, which Secured Obligations shall continue to be the primary obligations of the U.S. Borrower) (collectively the “U.S. Borrower Guaranteed Obligations”). The U.S. Borrower further agrees that the U.S. Borrower Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. The provisions of this Article X (other than Section 10.12) shall apply equally to Agreement made in accordance with the U.S. Borrower as guarantor of the U.S. Borrower Guaranteed Obligations as to the Loan Guarantors as guarantors terms hereof or any agreement evidencing, securing or otherwise executed in connection with any of the Guaranteed Obligations; (iii) the addition, substitution or release of any Person interested in the transactions contemplated by this Agreement; (iv) any change in the corporate existence, structure or ownership of Parent or Merger Sub; (v) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent or Merger Sub; (vi) the adequacy of any means the Company may have of obtaining payment related to the Guaranteed Obligations; (vii) the existence of any claim, set-off or other right which Parent or Merger Sub may have at any time against the Company (other than rights of Merger Sub pursuant to this Agreement), whether in connection with the Guaranteed Obligations or otherwise; or (viii) the existence or release of any other guaranty or any security interest in any property taken to guaranty or secure any of the Guaranteed Obligations or any obligation hereunder. Guarantor waives promptness, diligence, notice of the acceptance of the Guarantee and of the Guaranteed Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the Guaranteed Obligations incurred and all other notices of any kind, all defenses which may be available by virtue of any valuation, stay, moratorium Law or other similar Law now or hereafter in effect, any right to require the marshalling of assets of Parent or Merger Sub or any other Person interested in the transactions contemplated by this Agreement, and all suretyship defenses generally (other than, in each case, fraud, willful misconduct and intentional misrepresentation by the Company or any of its Affiliates), defenses to the payment of the Guaranteed Obligations that are available to Parent or Merger Sub under this Agreement and defenses available to Guarantor under the Guarantee. Guarantor acknowledges that it has received and will receive substantial direct and indirect benefits from the transactions contemplated by this Agreement and that the waivers set forth in this Section 10.11 are knowingly made in contemplation of such benefits. (e) No failure on the part of the Company to exercise, and no delay in exercising, any right, remedy or power pursuant to this Section 10.11 shall operate as a waiver thereof, nor shall any single or partial exercise by the Company of any right, remedy or power pursuant to this Section 10.11 preclude any other or future exercise of any right, remedy or power pursuant to this Section 10.11. Each and every right, remedy and power granted to the Company pursuant to this Section 10.11 or allowed it by Law or agreement with respect to this Section 10.11 shall be cumulative and not exclusive of any other, and may be exercised by the Company at any time or from time to time. The Company shall not have any obligation to proceed at any time or in any manner against, exhaust any or all of the Company’s rights against Parent, Merger Sub or any other Person liable for any Guaranteed Obligations prior to proceeding against Guarantor hereunder or resort to any security or other means of collecting payment. This Guarantee may only be amended by a writing signed and delivered by Guarantor and the Company. (f) Guarantor hereby represents and warrants and covenants that: (i) the execution, delivery and performance of this Agreement have been duly authorized by all necessary action and do not contravene any provision of Guarantor’s organizational documents or any Law or contractual restriction binding on Guarantor or its assets; (ii) this Agreement constitutes a legal, valid and binding obligation of Guarantor enforceable against Guarantor in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including all Laws relating to fraudulent transfers), reorganization, moratorium or similar Laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity), (iii) nothing in this Agreement will terminate its obligations under the Confidentiality Agreement and (iv) Guarantor will not issue any press release or other communication in contravention of Section 7.12. (g) Notwithstanding any payment made by or for the account of Guarantor pursuant to this Guarantee, Guarantor shall not be subrogated to any right of the Company until such time as the Company shall have received final payment in cash of the full amount of all Guaranteed Obligations. (h) Except as set forth in Section 10.11(d), nothing in this Section 10.11 shall waive any defenses, counterclaims or rights of setoff that Parent or Merger Sub may have under this Agreement or applicable Law.

Guaranty. (a) Each Loan The Guarantor hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, and absolutely irrevocably and unconditionally guarantees the payment of obligations (including any obligations to repay gas in kind that may subsequently be converted from an in-kind obligation to a cash payment obligation) and liabilities of Shipper to Texas Gas pursuant to the Lenders the prompt payment when dueAgreement(s), whether at stated maturity(collectively, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations (collectively the “Guaranteed Obligations”), subject to the terms and conditions set forth herein. Each Loan Guarantor further agrees, subject to the Guaranty Cap (defined below), upon any failure by the Shipper to pay any of the Guaranteed Obligations, that it will pay any amounts then due and payable that Shipper has failed to pay Texas Gas within ten (10) days following written demand by Texas Gas. The Guarantor agrees that Texas Gas may resort to the Guarantor for payment of any of the Guaranteed Obligations, whether or not Texas Gas shall have resorted to any collateral security, or shall have proceeded against any other obligor principally or secondarily obligated with respect to any of the Guaranteed Obligations. This Guaranty shall constitute a guaranty of payment, and not of collection. As of any date upon which a payment is required to made, Guarantor’s total payment obligation hereunder shall not exceed an amount (the “Guaranty Cap”) equal to the lesser of (i) 25% of Shipper’s negotiated demand charges for the full term of the Agreement(s), less any payments with respect to the Guaranteed Obligations may be extended made by Guarantor pursuant to this Agreement, or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. For (ii) 25% of Shipper’s negotiated demand charges for the avoidance of doubt, unless required by applicable law, the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary remaining initial terms of the U.S. Borrower shall be treated Agreement(s) as a primary obligor of the U.S. Borrower Guaranteed Obligations for U.S. federal and state tax purposes. (b) The U.S. Borrower hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, and absolutely and unconditionally guarantees to the Lenders the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, first day of the Secured Obligations (other than Secured Obligations that are expressly month of services under the obligations of the U.S. Borrower pursuant to the terms of any Loan Document, Hedge Agreement or Cash Management AgreementAgreement(s) for which payment is claimed, which Secured Obligations amount shall continue to be reflect any reductions in Shipper’s obligations under the primary obligations of the U.S. Borrower) (collectively the “U.S. Borrower Guaranteed Obligations”Agreement(s). The U.S. Borrower further agrees To the extent that the U.S. Borrower Guaranteed Obligations may be extended or renewed payments hereunder discharge, in whole or in part without notice to or further assent from itfull, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. The provisions of this Article X (other than Section 10.12) shall apply equally to the U.S. Borrower as guarantor of the U.S. Borrower Guaranteed Obligations as to the Loan Guarantors as guarantors of the which Shipper is in arrears or default, Shipper shall be deemed to have paid such Guaranteed ObligationsObligations in full and to have cured any default.

Guaranty. This Guaranty (a"Guaranty") Each Loan Guarantor is given this 8th day of November, 2000, by Sonera Corporation, a limited liability company organized under the laws of the Republic of Finland ("Parent") with reference to the Stock Purchase Agreement dated as of November 8, 2000 (the "Agreement"), by and between Metro One Telecommunications, Inc., an Oregon corporation ("Seller"), and Sonera Media Holding B.V., a company organized under the laws of the Netherlands ("Purchaser") and a wholly-owned subsidiary of Parent. Capitalized terms used but not defined in this Guaranty shall have the meanings given them in the Agreement. In consideration of the Seller entering into the Agreement with Purchaser, Parent hereby agrees irrevocably guarantees the performance of all obligations of Purchaser and of any other Affiliates of Parent while it remains an Affiliate of Parent, that it is jointly may become an obligor under the Agreement, the Registration Rights Agreement or the Investment Agreement attached thereto as Annexes I and severally liable forII, andrespectively, and any other agreements executed by Purchaser in connection therewith, as primary obligor they may be amended from time to time (collectively, with the Agreement, the "Transaction Agreements"), including, without limitation, the obligation of Purchaser to pay the Aggregate Purchase Price pursuant to Section 2.2 of the Agreement (together, the "Obligations"). Upon any alleged default by Purchaser (or other Affiliate of Parent) of any Obligations, the Seller shall notify Parent, at the address and not merely as surety, and absolutely and unconditionally guarantees to in the Lenders manner prescribed for notices under the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafterAgreement, of the Secured Obligations precise nature of the alleged default (collectively including a description of the “Guaranteed Obligations”relevant facts and specific provisions of the Transaction Agreements). Each Loan Guarantor further agrees that If Parent fails to cure the Guaranteed Obligations default within 10 Business Days of receipt of such notice, or if cure is not practicable within such period, if Parent fails within 10 Business Days to initiate and continue reasonable efforts to cure promptly the default, Seller may be extended proceed directly against Parent for payment or renewed in whole or in part without performance of such Obligations. Seller and Purchaser, with notice to Parent from time to time may waive, amend, rescind or further assent from it, and that it remains bound upon its guarantee notwithstanding modify any such extension or renewal. For the avoidance of doubt, unless required by applicable law, the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary of the U.S. Borrower shall be treated as a primary obligor terms of the U.S. Borrower Guaranteed Obligations for U.S. federal and state tax purposes. (b) The U.S. Borrower hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, and absolutely and unconditionally guarantees to the Lenders the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations (other than Secured Obligations that are expressly the obligations of the U.S. Borrower pursuant according to the terms of the applicable agreement or agreements, or consent to, permit or effect any Loan Documentof the foregoing. Parent expressly waives and dispenses with any notice of the acceptance of this Guaranty without affecting the validity or enforceability of this Guaranty or Parent's liability hereunder. Except as expressly set forth herein, Hedge Seller's rights and Parent's obligations under this Guaranty shall be no more and no less extensive than those required of Purchaser under the Transaction Agreements, and Parent shall be entitled to assert with respect to any claim under this Guaranty, any and all defenses, set-offs, counterclaims and other rights or remedies available to Purchaser under the applicable Transaction Agreement or Cash Management Agreementotherwise at law or equity, which Secured Obligations excluding any matters expressly waived in this Guaranty. This Guaranty shall continue not confer any rights or remedies upon any person other than Seller and its successors. This Guaranty shall be binding upon and inure to be the primary obligations benefit of the U.S. Borrower) (collectively successors and assigns of Parent. This Guaranty shall be governed by the “U.S. Borrower Guaranteed Obligations”)laws of the State of New York without reference to the principles or rules governing conflicts of laws. The U.S. Borrower further agrees that This Guaranty may not be amended, changed, modified, altered or terminated except as expressly provided herein, without the U.S. Borrower Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from itwritten consent of Seller, and such consent shall be effective only in that specific instance and for the specific purpose for which it remains bound upon its guarantee notwithstanding any such extension or renewal. The provisions of this Article X (other than Section 10.12) shall apply equally to the U.S. Borrower as guarantor of the U.S. Borrower Guaranteed Obligations as to the Loan Guarantors as guarantors of the Guaranteed Obligationsis given.

Guaranty. (a) Each Loan Subject to the provisions of paragraph (b), each Guarantor hereby agrees that it is jointly unconditionally and severally liable for, and, as primary obligor and not merely as surety, and absolutely and unconditionally irrevocably guarantees to the Administrative Agent, for the ratable benefit of the Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by each Borrower when due, due (whether at the stated maturity, upon by acceleration or otherwise, and at all times thereafter, ) of the Secured Obligations (collectively the “Guaranteed Obligations”). Each Loan Guarantor further agrees that the Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. For the avoidance of doubt, unless required by applicable law, the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary of the U.S. Borrower shall be treated as a primary obligor of the U.S. Borrower Guaranteed Obligations for U.S. federal and state tax purposes. (b) The U.S. Borrower hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, and absolutely and unconditionally guarantees Anything herein or in any other Loan Document to the Lenders contrary notwithstanding, the prompt payment when duemaximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable laws relating to the insolvency of debtors. (c) Each Guarantor further agrees to pay any and all expenses (including, whether at stated maturitywithout limitation, upon acceleration all fees and disbursements of counsel) which may be paid or otherwiseincurred by the Administrative Agent or any Lender in enforcing, and at or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all times thereafter, of the Secured Obligations and/or enforcing any rights with respect to, or collecting against, such Guarantor under this Subsidiary Guaranty. This Subsidiary Guaranty shall (i) remain in full force and effect until the Obligations (other than Secured Obligations contingent indemnification and expense reimbursement obligations as to which no claim has been asserted ("CONTINGENT OBLIGATIONS")) are paid in full and the Commitments are terminated, notwithstanding that are expressly from time to time prior thereto any Borrower may be free from any Obligations, and (ii) automatically terminate upon the obligations payment in full of the U.S. Borrower pursuant to Obligations (other than Contingent Obligations) and the terms of any Loan Document, Hedge Agreement or Cash Management Agreement, which Secured Obligations shall continue to be the primary obligations termination of the U.S. BorrowerCommitments. (d) (collectively the “U.S. Borrower Guaranteed Obligations”). The U.S. Borrower further Each Guarantor agrees that the U.S. Borrower Guaranteed Obligations may be extended at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing this Subsidiary Guaranty or renewed affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (e) No payment or payments made by any Borrower, any Guarantor, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from any Borrower, any Guarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in whole reduction of or in part without notice payment of the Obligations shall be deemed to modify, reduce, release or further assent from itotherwise affect the liability of any Guarantor hereunder, and that it remains bound upon its guarantee which shall, notwithstanding any such extension payment or renewal. The provisions of this Article X (payments other than Section 10.12) shall apply equally payments made by such Guarantor in respect of the Obligations or payments received or collected from such Guarantor in respect of the Obligations, remain liable for the Obligations up to the U.S. Borrower maximum liability of such Guarantor hereunder until the Obligations are paid in full and the Commitments are terminated. (f) Any and all payments by or on account of any obligation of any Guarantor hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if any Guarantor shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as guarantor necessary so that after making all required deductions (including deductions applicable to additional sums payable under this paragraph) the Administrative Agent or the relevant Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Guarantor shall make such deductions and (iii) such Guarantor shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law. In addition, such Guarantor shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law. Each Guarantor shall indemnify the Administrative Agent and each Lender, within 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by the U.S. Borrower Guaranteed Obligations Administrative Agent or such Lender, as the case may be, on or with respect to any payment by or on account of any obligation of such Guarantor hereunder (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this paragraph) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the Loan Guarantors amount of such payment or liability delivered to such Guarantor by a Lender, or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. As soon as guarantors practicable after any payment of Indemnified Taxes or Other Taxes by any Guarantor to a Governmental Authority, such Guarantor shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the Guaranteed Obligationsreturn reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent. For the purposes of this paragraph only, (i) "Indemnified Taxes" means Taxes other than Excluded Taxes and (ii) "Excluded Taxes" means, with respect to the Administrative Agent, any Lender, any Issuing Bank or any other recipient of any payment to be made by any Guarantor hereunder, (x) income or franchise taxes imposed on (or measured by) its net income by the United States of America, or by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located, or, in the case of any Lender, in which its applicable lending office is located, (y) any branch profits taxes imposed by the United States of America or any political subdivision thereof or any similar tax imposed by any other jurisdiction in which such Guarantor is located and (z) in the case of a Foreign Lender, any withholding tax (1) with respect to amounts payable by any Person that is a Borrower under the Credit Agreement at the time such Foreign Lender first becomes a party to the Credit Agreement, at the rate applicable to such amounts on such date under the laws and treaties in effect at such time, or (2) to the extent attributable to such Foreign Lender's failure to comply with a request of the Company to provide the documentation described in Section 2.16(e) of the Credit Agreement.

Guaranty. (a) Each Loan Guarantor hereby agrees that it is jointly hereby, unconditionally and severally liable for, andirrevocably, as a primary obligor and not merely as only a surety, and absolutely and unconditionally guarantees to the Administrative Agent, for the benefit of the Administrative Agent and Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Company when due, due (whether at the stated maturity, upon by acceleration or otherwise, and at all times thereafter, ) of the Secured Obligations (collectively the “Guaranteed Company Obligations”). Each Loan Guarantor further agrees that the Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. For the avoidance of doubt, unless required by applicable law, the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary of the U.S. Borrower shall be treated as a primary obligor of the U.S. Borrower Guaranteed Obligations for U.S. federal and state tax purposes. (b) The U.S. Borrower hereby Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2). (c) Guarantor agrees that it is jointly the Secured Obligations may at any time and severally liable for, and, as primary obligor from time to time exceed the amount of the liability of Guarantor hereunder without impairing the guaranty contained in this Section 2 or affecting the rights and not merely as surety, remedies of the Administrative Agent or any Lender hereunder. (d) The guaranty contained in this Section 2 shall remain in full force and absolutely and unconditionally guarantees to the Lenders the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at effect until all times thereafter, of the Secured Obligations shall have been Paid in Full. (e) No payment made by the Company, the Guarantor, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Company, the Guarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Secured Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by Guarantor in respect of the Secured Obligations that are expressly the obligations or any payment received or collected from Guarantor in respect of the U.S. Borrower pursuant Secured Obligations), remain liable for the Secured Obligations up to the terms maximum liability of any Loan Document, Hedge Agreement or Cash Management Agreement, which Guarantor hereunder until the Secured Obligations shall continue to be the primary obligations of the U.S. Borrower) (collectively the “U.S. Borrower Guaranteed Obligations”). The U.S. Borrower further agrees that the U.S. Borrower Guaranteed Obligations may be extended or renewed are Paid in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. The provisions of this Article X (other than Section 10.12) shall apply equally to the U.S. Borrower as guarantor of the U.S. Borrower Guaranteed Obligations as to the Loan Guarantors as guarantors of the Guaranteed ObligationsFull.

Guaranty. (a) Each Loan Guarantor hereby agrees that it is of the Grantors hereby, jointly and severally liable forseverally, andunconditionally and irrevocably, as a primary obligor and not merely as only a surety, and absolutely and unconditionally guarantees guaranties to the Lenders Secured Party and its respective successors, endorsees, transferees and assigns and (to the extent provided herein) its Affiliates, the prompt and complete payment and performance by each other Grantor when due, due (whether at the stated maturity, upon by acceleration or otherwise, and at all times thereafter, ) of the Secured Obligations (collectively the “Guaranteed ISDA Obligations”). Each Loan Guarantor further agrees that the Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. For the avoidance of doubt, unless required by applicable law, the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary of the U.S. Borrower shall be treated as a primary obligor of the U.S. Borrower Guaranteed Obligations for U.S. federal and state tax purposes. (b) The U.S. Borrower hereby Anything herein to the contrary notwithstanding, the maximum liability of each Grantor hereunder and under the other Related Agreements shall in no event exceed the amount which can be guaranteed by such Grantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2). (c) Each Grantor agrees that it is jointly the ISDA Obligations may at any time and severally liable for, and, as primary obligor from time to time exceed the amount of the liability of such Grantor hereunder without impairing the guaranty contained in this Section 2 or affecting the rights and not merely as surety, and absolutely and unconditionally guarantees to the Lenders the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, remedies of the Secured Party hereunder. (d) The guaranty contained in this Section 2 shall remain in full force and effect until the Discharge of ISDA Obligations. (e) No payment made by any MX Company, any other Grantor, any other guarantor or any other Person or received or collected by the Secured Party from any of the Grantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the ISDA Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Grantor hereunder, which, notwithstanding any such payment (other than Secured Obligations that are expressly the obligations any payment made by such Grantor in respect of the U.S. Borrower pursuant ISDA Obligations or any payment received or collected from such Grantor in respect of the ISDA Obligations), shall remain liable for the ISDA Obligations up to the terms maximum liability of any Loan Document, Hedge Agreement or Cash Management Agreement, which Secured Obligations shall continue to be such Grantor hereunder until the primary obligations Discharge of the U.S. Borrower) (collectively the “U.S. Borrower Guaranteed Obligations”). The U.S. Borrower further agrees that the U.S. Borrower Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. The provisions of this Article X (other than Section 10.12) shall apply equally to the U.S. Borrower as guarantor of the U.S. Borrower Guaranteed Obligations as to the Loan Guarantors as guarantors of the Guaranteed ISDA Obligations.

Guaranty. Except as otherwise provided for herein (a) Each including under Section 3.15), each Loan Guarantor hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, absolutely, unconditionally and absolutely and unconditionally irrevocably guarantees to the Lenders Administrative Agent (acting as agent for the Secured Parties, pursuant to Article 8 of the First Lien Credit Agreement) for the ratable benefit of the Secured Parties, the full and prompt payment payment, when and as the same shall become due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Obligations, together with any and all expenses which may be incurred by the Administrative Agent and the other Secured Parties in collecting any of the Guaranteed Obligations that are reimbursable in accordance with Section 9.03 of the First Lien Credit Agreement (collectively collectively, the “Guaranteed Obligations”). Each Loan Guarantor further agrees that the Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. For If any or all of the avoidance of doubtGuaranteed Obligations becomes due and payable hereunder, unless required by applicable law, the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary of the U.S. Borrower shall be treated as a primary obligor of the U.S. Borrower Guarantor, unconditionally and irrevocably, promises to pay such Guaranteed Obligations for U.S. federal and state tax purposes. (b) The U.S. Borrower hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, and absolutely and unconditionally guarantees to the Lenders Administrative Agent for the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, benefit of the Secured Obligations (other than Secured Obligations that are expressly Parties, on demand. Each Loan Guarantor unconditionally and irrevocably guarantees the obligations of the U.S. Borrower pursuant to the terms payment of any Loan Document, Hedge Agreement or Cash Management Agreement, which Secured Obligations shall continue to be the primary obligations of the U.S. Borrower) (collectively the “U.S. Borrower Guaranteed Obligations”). The U.S. Borrower further agrees that the U.S. Borrower Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. The provisions of this Article X (other than Section 10.12) shall apply equally to the U.S. Borrower as guarantor of the U.S. Borrower Guaranteed Obligations as to the Loan Guarantors as guarantors all of the Guaranteed ObligationsObligations whether or not due or payable by the Borrower upon the occurrence of any of the Events of Default specified in Sections 7.01(f) or (g) of the First Lien Credit Agreement and thereafter irrevocably and unconditionally promises to pay such Guaranteed Obligations to the Administrative Agent for the benefit of the Secured Parties. This Loan Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon.

Guaranty. (a) Each Loan 1. Guarantor hereby agrees that it is jointly unconditionally and severally liable for, and, as primary obligor irrevocably guaranties (i) the full and not merely as surety, and absolutely and unconditionally guarantees to the Lenders the prompt payment when due, whether at stated maturitymaturity or earlier, upon by reason of acceleration or otherwise, and at all times thereafter, of all Obligations of Borrower owing to Agent and Lenders under the Secured Credit Agreement and the other Loan Documents and (ii) the prompt, full discharge by Borrower of each and every term, condition, agreement, representation and warranty now or hereafter made by Borrower to Agent and Lenders pursuant to the Credit Agreement and the other Loan Documents to which Borrower is a party (all such Obligations (collectively the being hereinafter referred to as “Guaranteed Obligations”). Each Loan It is expressly understood and agreed that, if, at any time, the outstanding principal amount of Guaranteed Obligations is declared to be immediately due and payable for any reason whatsoever, then Guarantor further shall, without demand but subject to the Intercreditor Agreement, pay to the holders of Guaranteed Obligations the entire outstanding Guaranteed Obligations due and owing to such holders. This guaranty is a guaranty of payment and performance and not a guaranty of collection. 2. Notwithstanding any provision of this Agreement to the contrary, it is intended that this Agreement not constitute a “Fraudulent Conveyance” (as defined below). Consequently, Guarantor, Agent and Lenders each agrees that if this Agreement would, but for the Guaranteed Obligations may application of this sentence, constitute a Fraudulent Conveyance, this Agreement shall be extended or renewed in whole or in part without notice valid and enforceable only to or further assent from itthe maximum extent that would not cause this Agreement to constitute a Fraudulent Conveyance as to Guarantor, and that it remains bound upon its guarantee notwithstanding any such extension or renewalthis Agreement shall automatically be deemed to have been amended accordingly at all relevant times. For the avoidance purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of doubt, unless required by applicable law, the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary Chapter 11 of Title 11 of the U.S. Borrower shall be treated as a primary obligor of the U.S. Borrower Guaranteed Obligations for U.S. federal and state tax purposesUnited States Code (11 U.S.C. §101, et seq. (b) The U.S. Borrower hereby agrees that it is jointly and severally liable for, and), as primary obligor and not merely as surety, and absolutely and unconditionally guarantees to amended (the Lenders “Bankruptcy Code”) or a fraudulent conveyance or fraudulent transfer under the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations (other than Secured Obligations that are expressly the obligations of the U.S. Borrower pursuant to the terms applicable provisions of any Loan Documentfraudulent conveyance or fraudulent transfer law or similar law of any state, Hedge Agreement nation or Cash Management Agreementother governmental unit, which Secured Obligations shall continue as in effect from time to be the primary obligations of the U.S. Borrower) (collectively the “U.S. Borrower Guaranteed Obligations”). The U.S. Borrower further agrees that the U.S. Borrower Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. The provisions of this Article X (other than Section 10.12) shall apply equally to the U.S. Borrower as guarantor of the U.S. Borrower Guaranteed Obligations as to the Loan Guarantors as guarantors of the Guaranteed Obligationstime.

Guaranty. (a) Each Loan The Parent Guarantor hereby agrees that it is jointly unconditionally and severally liable for, andirrevocably: (i) guarantees to the Security Trustee for the account of the Creditors, as a primary obligor and not merely as a surety, punctual payment and absolutely performance by the Borrower and unconditionally guarantees to each other Credit Party of all their respective payment and performance obligations under the Lenders Transaction Documents; (ii) undertakes with the prompt payment Security Trustee on behalf of the Creditors that whenever the Borrower or any other Credit Party does not pay any amount (whether for principal, interest, fees, expenses or otherwise) when due, due (whether at stated maturity, upon by acceleration or otherwise) under or in connection with any Transaction Document, and at all times thereafter, the Parent Guarantor shall immediately on demand pay that amount as if it were the primary obligor; and (iii) agrees with the Security Trustee on behalf of the Secured Obligations Creditors that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Creditor immediately on demand against any cost, loss or liability it incurs as a result of the Borrower or any other Credit Party not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Transaction Document on the date when it would have been due. The amount payable by such Parent Guarantor under this indemnity will not exceed the amount it would have had to pay under this Guaranty if the amount claimed had been recoverable on the basis of a guarantee (collectively all obligations referred to in clauses (i) through (iii) above are herein referred to as the “Guaranteed Obligations”). Each Loan Guarantor further agrees that the Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. For the avoidance of doubt, unless required by applicable law, the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary of the U.S. Borrower shall be treated as a primary obligor of the U.S. Borrower Guaranteed Obligations for U.S. federal and state tax purposes. (b) The U.S. Borrower hereby This Guaranty is a guaranty of payment and not of collection and the Parent Guarantor expressly agrees that it is jointly and severally liable for, and, as primary obligor and shall not merely as surety, and absolutely and unconditionally guarantees to the Lenders the prompt payment when due, whether at stated maturity, upon acceleration be necessary or otherwise, and at all times thereafter, required that any of the Secured Obligations (Creditors exercise any right, assert any claim or demand or enforce any remedy whatsoever against the Borrower or any of the other than Secured Obligations that are expressly Credit Parties or any other Person before or as a condition to the obligations of the U.S. Parent Guarantor hereunder. This Guaranty is a primary obligation of the Parent Guarantor and shall be an absolute, unconditional, present, and continuing obligation and shall not be subject to any counterclaim, setoff, deduction, diminution, abatement, recoupment, suspension, deferment, reduction, or defense based on any claim the Parent Guarantor or any other person may have against the Borrower, any of the Credit Parties or any other person, and shall not be released, discharged or affected by any circumstance whatsoever, including without limitation: (a) the unenforceability, invalidity, irregularity or lack of genuineness of the Credit Agreement, the Notes, any other Transaction Document or any of the obligations under the Credit Agreement, the Notes and the other Transaction Documents; (b) any amendment, modification, termination, or removal of, or addition or supplement to, the Credit Agreement, the Notes or any other Transaction Document, or any change in time, manner, or place of payment or performance of any Obligation; (c) any assignment, mortgage, release, exchange, addition, or transfer of any Collateral; (d) any failure, refusal, omission or delay on the part of the Borrower, any of the Credit Parties or any other Person to conform or comply with any term of the Credit Agreement, the Notes or any other Transaction Document or any other agreement; (e) any waiver, consent, extension, indulgence, surrender, settlement, subordination, release, compromise, or other agreement, or the exercise or non-exercise of any right or remedy thereunder, with or without consideration; (f) the occurrence and/or continuance of any bankruptcy, insolvency, reorganization, liquidation, arrangement, adjustment of debt, relief of debtors, dissolution, or similar proceeding with respect to the Borrower, any of the Credit Parties, or any other Person, including without limitation any modification of the Borrower’s obligations under the Credit Agreement, the Notes or any other Transaction Document in connection with any such proceeding; (g) any defect in the title, condition, compliance with specifications, design, operation, or fitness for use of, or any damage to or loss of, or governmental prohibition or restriction, condemnation, requisition, or seizure of, any Collateral for any reason; (h) any merger, consolidation, restructuring, termination of existence, sale of assets, or change in the ownership of any membership interests or shares of capital stock of either of the Borrower pursuant or the Parent Guarantor; (i) any present or future law, regulation, or order in any jurisdiction (whether of right or in fact) or any agency thereof affecting any term of any Obligation or any rights of any of the Creditors with respect thereto, including, without limitation, any law, regulation or order purporting to vary the terms of any Loan Document, Hedge Agreement payment or Cash Management Agreement, which Secured Obligations shall continue to be restrict the primary obligations right or power of the U.S. Borrower) (collectively Borrower or of the “U.S. Borrower Guaranteed Obligations”). The U.S. Borrower further agrees that the U.S. Borrower Guaranteed Parent Guarantor to make payment of its Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. The provisions of this Article X (other than Section 10.12) shall apply equally to the U.S. Creditors; or (j) any other circumstances whatsoever which might otherwise constitute a defense available to, or a discharge of, the Borrower as guarantor of or the U.S. Borrower Guaranteed Obligations as to the Loan Guarantors as guarantors of the Guaranteed ObligationsParent Guarantor.

Guaranty. (a) Each Loan Guarantor To induce the Company to enter into this Agreement, Guarantor, intending to be legally bound, hereby agrees that it is jointly and severally liable forabsolutely, and, as primary obligor and not merely as surety, and absolutely irrevocably and unconditionally guarantees to the Lenders Company the prompt due and punctual payment and performance of (i) Acquirer’s and Merger Sub’s obligations under Sections 1.5, 1.7, 1.8 and 1.9 of this Agreement, including any Liabilities arising out of a breach or termination hereof, as and when duedue (collectively, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations (collectively the “Guaranteed Obligations”). Each Loan This guarantee may not be revoked or terminated and shall remain in full force and effect without interruption and shall be binding on Guarantor further and its successors and assigns until the Guaranteed Obligations have been satisfied in full. (b) In the event Acquirer or Merger Sub, as applicable, defaults in the payment or performance of the Guaranteed Obligations in accordance with the terms of this Agreement, Guarantor promises and undertakes to make all payments pursuant to the Guaranteed Obligations hereunder free and clear of any deduction, offset, defense, claim or counterclaim of Guarantor of any kind. (c) The guaranty set forth in Section 6.15(a) (the “Guaranty”) is an absolute, unconditional and continuing guarantee of the full and punctual payment and performance by Acquirer and Merger Sub of the Guaranteed Obligations and not of collection. Should Acquirer or Merger Sub default in the payment or performance of any of the Guaranteed Obligations, Guarantor’s obligations hereunder shall become immediately due and payable to the Company or, if and only if the Effective Time occurs and to the extent that such obligations become due and payable thereafter, to the former holders of Company Capital Stock or the Indemnified Persons. Claims hereunder may be made on one or more occasions. If any payment in respect of any Guaranteed Obligation is rescinded or must otherwise be returned for any reason whatsoever, Guarantor shall remain liable hereunder with respect to such Guaranteed Obligation as if such payment had not been made. (d) Guarantor agrees that the Guaranteed Obligations may shall not be extended released or renewed discharged, in whole or in part, or otherwise affected by (i) the failure or delay on the part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. For the avoidance of doubt, unless required by applicable law, the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary of the U.S. Borrower shall be treated as a primary obligor Company to assert any claim or demand or to enforce any right or remedy against Acquirer or Merger Sub, (ii) any change in the time, place or manner of payment of the U.S. Borrower Guaranteed Obligations for U.S. federal and state tax purposes. (b) The U.S. Borrower hereby agrees that it is jointly and severally liable foror rescission, andwaiver, as primary obligor and not merely as suretycompromise, and absolutely and unconditionally guarantees to the Lenders the prompt payment when due, whether at stated maturity, upon acceleration consolidation or otherwise, and at all times thereafter, other amendment or modification of any of the Secured Obligations (other than Secured Obligations that are expressly the obligations terms or provisions of the U.S. Borrower pursuant to this Agreement made in accordance with the terms of any Loan Document, Hedge this Agreement or Cash Management Agreementany agreement evidencing, which Secured Obligations shall continue to be the primary obligations of the U.S. Borrower) (collectively the “U.S. Borrower Guaranteed Obligations”). The U.S. Borrower further agrees that the U.S. Borrower Guaranteed Obligations may be extended securing or renewed otherwise executed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding connection with any such extension or renewal. The provisions of this Article X (other than Section 10.12) shall apply equally to the U.S. Borrower as guarantor of the U.S. Borrower Guaranteed Obligations as to the Loan Guarantors as guarantors of the Guaranteed Obligations, (iii) the addition, substitution or release of any Person interested in the Transactions, (iv) any change in the corporate existence, structure or ownership of Acquirer or Merger Sub, (v) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Acquirer or Merger Sub or their assets, (vi) the adequacy of any means the Company may have of obtaining payment related to the Guaranteed Obligations or (vii) the existence of any claim, set-off or other right which Acquirer or Merger Sub may have at any time against the Company (other than satisfaction of the Guaranteed Obligations or rights of Merger Sub pursuant to this Agreement), whether in connection with the Guaranteed Obligations or otherwise. Guarantor acknowledges that it has received and will receive substantial direct and indirect benefits from the Transactions and that the waivers set forth in this Section 6.15 are knowingly made in contemplation of such benefits. (e) No failure on the part of the Company to exercise, and no delay in exercising, any right, remedy or power pursuant to this Section 6.15 shall operate as a waiver thereof, nor shall any single or partial exercise by the Company of any right, remedy or power pursuant to this Section 6.15 preclude any other or future exercise of any right, remedy or power pursuant to this Section 6.15. Each and every right, remedy and power granted to the Company pursuant to this Section 6.15 or allowed it by Law or agreement with respect to this Section 6.15 shall be cumulative and not exclusive of any other, and may be exercised by the Company at any time or from time to time. The Company shall not have any obligation to proceed at any time or in any manner against, exhaust any or all of the Company’s rights against Acquirer, Merger Sub or any other Person liable for any Guaranteed Obligations prior to proceeding against Guarantor hereunder or resort to any security or other means of collecting payment. Guarantor hereby covenants and agrees that it shall not institute, and shall cause its respective Affiliates not to institute, any Action asserting that the Guaranty is illegal, invalid or unenforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws affecting creditors’ rights generally, and general equitable principles (whether considered an Action in equity or at law). (f) Guarantor hereby represents and warrants to the Company and covenants that: (i) the execution, delivery and performance of this Agreement have been duly authorized by all necessary action, and no other proceedings on the part of Guarantor or its stockholders is necessary to authorize this Agreement, and do not contravene any provision of Guarantor’s organizational documents or any Law or contractual restriction binding on Guarantor or its assets; and (ii) this Agreement constitutes a legal, valid and binding obligation of Guarantor enforceable against Guarantor in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including all Laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in an Action at law or in equity). (g) Nothing in this Section 6.15 shall waive any defenses, counterclaims or rights of indemnity or setoff that Acquirer or Merger Sub may have under this Agreement or applicable Law.

Guaranty. For value received, each of the undersigned (aincluding any successor Person under the Indenture) Each Loan Guarantor hereby agrees unconditionally guarantees, jointly and severally, to the extent set forth in the Indenture (as defined below) to the Holder of this Note the payment of principal, premium, if any, and interest on this Note in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, of this Note when due, if lawful, and, to the extent permitted by law, the payment or performance of all other obligations of the Issuers under the Indenture or the Notes, to the Holder of this Note and the Trustee, all in accordance with and subject to the terms and limitations of this Note, the Indenture, including Article 8 thereof, and this Guaranty. This Guaranty will become effective in accordance with Article 8 of the Indenture and its terms shall be evidenced therein. The validity and enforceability of any Guaranty shall not be affected by the fact that it is jointly not affixed to any particular Note. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of May 23, 2013 (the “Base Indenture”) as supplemented by the First Supplemental Indenture, dated as of May 23, 2013 (the “Supplemental Indenture” and severally liable forcollectively, andthe “Indenture,” which terms shall have the meanings assigned to it in such instrument), among Sabra Health Care Limited Partnership, a Delaware limited partnership, and Sabra Capital Corporation, a Delaware corporation (each, an “Issuer”, and together, the “Issuers”), Sabra Health Care REIT, Inc., a Maryland corporation, each of the other Guarantors party thereto, and ▇▇▇▇▇ Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, as primary obligor and not merely as surety, and absolutely and unconditionally guarantees to the Lenders the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations trustee (collectively the “Guaranteed Obligations”). Each Loan Guarantor further agrees that the Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. For the avoidance of doubt, unless required by applicable law, the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary of the U.S. Borrower shall be treated as a primary obligor of the U.S. Borrower Guaranteed Obligations for U.S. federal and state tax purposes. (b) The U.S. Borrower hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, and absolutely and unconditionally guarantees to the Lenders the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations (other than Secured Obligations that are expressly the obligations of the U.S. Borrower pursuant to the terms of any Loan Document, Hedge Agreement or Cash Management Agreement, which Secured Obligations shall continue to be the primary obligations of the U.S. Borrower) (collectively the “U.S. Borrower Guaranteed ObligationsTrustee”). The U.S. Borrower further agrees that obligations of the U.S. Borrower Guaranteed Obligations may be extended or renewed undersigned to the Holders of Notes and to the Trustee pursuant to this Guaranty and the Indenture are expressly set forth in whole or in part without notice Article 8 of the Indenture and reference is hereby made to or further assent from it, the Indenture for the precise terms of the Guaranty and that it remains bound upon its guarantee notwithstanding any such extension or renewal. The all of the other provisions of the Indenture to which this Article X (other than Section 10.12) Guaranty relates. No director, officer, employee, incorporator, stockholder or controlling person or any successor Person thereof of any Guarantor, as such, shall apply equally have any liability for any obligations of such Guarantors under such Guarantors’ Guaranty or the Indenture or for any claim based on, in respect of, or by reason of, such obligation or its creation. This Guaranty is subject to release upon the U.S. Borrower as guarantor of terms set forth in the U.S. Borrower Guaranteed Obligations as to the Loan Guarantors as guarantors of the Guaranteed ObligationsIndenture.

Guaranty. MDC Partners (a) Each Loan Guarantor hereby agrees that it is jointly “Guarantor”), an Affiliate of the Sellers and severally liable for, and, as primary obligor and not merely as surety, and absolutely and unconditionally guarantees the Acquired Companies (prior to the Lenders Closing), to induce the Purchaser to enter into the Agreement (as may be hereafter amended, modified, supplemented or waived from time to time in accordance with the terms hereof), hereby absolutely, unconditionally and irrevocably guarantees the full and prompt payment when duedue of any and all of Sellers’ and of any and all Acquired Companies’ payment and indemnification obligations under the Agreement and any agreements or documents executed in connection herewith (collectively, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations (collectively the “Guaranteed Obligations”). Each Loan Guarantor further acknowledges and agrees that the Guaranteed Obligations Purchaser refuses to enter into the Agreement or to consummate the transactions contemplated therein unless Guarantor executes and delivers this Agreement and that Guarantor will benefit personally from Sellers entering into the Agreement and consummating such transactions. Guarantor’s obligation under this Section 10.14 is independent of any other remedy Purchaser may be extended or renewed in whole or in part without notice have to or further assent from itenforce the Obligations, and that it remains bound upon its guarantee notwithstanding Purchaser need not resort to Sellers or pursue any such extension remedy against Sellers before seeking payment of the Obligations by Guarantor. Guarantor’s obligation will not be affected or renewalimpaired by any act or omission of the Sellers in connection with the Agreement. For No act or thing needs to occur to establish the avoidance obligation of doubtGuarantor. No act or thing will in any way discharge Guarantor from Guarantor’s obligations hereunder, unless required except full payment of all of the Obligations. If any payment received by applicable lawPurchaser from Sellers or any other Person is thereafter set aside or returned for any reason, the parties hereto acknowledge and agree Obligations to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary of the U.S. Borrower shall be treated as a primary obligor of the U.S. Borrower Guaranteed Obligations for U.S. federal and state tax purposes. (b) The U.S. Borrower hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, and absolutely and unconditionally guarantees to the Lenders the prompt which such payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations (other than Secured Obligations that are expressly the obligations of the U.S. Borrower pursuant to the terms of any Loan Document, Hedge Agreement or Cash Management Agreement, which Secured Obligations shall applied will continue to exist and be the primary obligations of the U.S. Borrower) (collectively the “U.S. Borrower Guaranteed Obligations”). The U.S. Borrower further agrees that the U.S. Borrower Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any enforceable against Guarantor as if such extension or renewal. The provisions of this Article X (other than Section 10.12) shall apply equally to the U.S. Borrower as guarantor of the U.S. Borrower Guaranteed Obligations as to the Loan Guarantors as guarantors of the Guaranteed Obligationspayment had never been made.

Guaranty. (a) Each Loan The Guarantor hereby agrees that it is jointly irrevocably and severally liable forunconditionally, and, as primary obligor and not merely as surety, and absolutely and unconditionally guarantees to the Lenders the prompt punctual payment when due, whether at stated maturity, upon acceleration or otherwise, and at due of all times thereafter, payment obligations of the Secured Obligations Borrower under the Credit Agreement, up to a maximum amount as to principal of US$225,000,000 plus all interest, fees, indemnities and other amounts payable under the Credit Agreement, including amounts that would become due but for the operation of the automatic stay under Section 362(c) of the United States Bankruptcy Code or similar provisions under the laws of the Bahamas, The Netherlands, the United Mexican States or other applicable law (collectively collectively, the “"Guaranteed Obligations”"). Each Loan Guarantor further agrees ---------------------- In the event that any of the Guaranteed Obligations shall not be paid when due within any specified grace period provided for in the Credit Agreement, the Guarantor agrees to pay such Guaranteed Obligations within ten Business Days after the giving by the Administrative Agent to the Guarantor Notice Agent named in Section 20 hereof and the Process Agent named in Section 15 hereof of notice (a "Demand") demanding payment by the Guarantor, provided that in the event any -------- such payment is required to be made by the Guarantor hereunder, the Guarantor may cause such obligation or liability to be extended or renewed in whole or in part without notice to or further assent from paid on its behalf by any corporation affiliated with it, and including the Obligors, provided that it remains bound upon its guarantee notwithstanding any the Guarantor shall nevertheless be unconditionally obligated to pay such extension obligation or renewal. For liability if such affiliate, including the avoidance of doubtObligors, unless required by applicable law, the parties hereto acknowledge and agree shall fail timely to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary of the U.S. Borrower shall be treated as a primary obligor of the U.S. Borrower Guaranteed Obligations for U.S. federal and state tax purposespay such obligation or liability. (b) The U.S. Borrower hereby agrees that it This Guaranty is jointly and severally liable for, and, as primary obligor a guarantee of payment and not merely as surety, and absolutely and unconditionally guarantees to the Lenders the prompt payment when due, whether at stated maturity, upon acceleration of performance or otherwise, and at all times thereafter, collection. The obligation of the Secured Obligations (other than Secured Obligations that are expressly the obligations Guarantor hereunder shall be independent of the U.S. Borrower obligation of any other Guarantor (as such term is defined in the Credit Agreement), all such obligations being joint and several. (c) The Guarantor shall be subrogated to all rights of the Banks against the Obligors in respect of any amounts paid by the Guarantor pursuant to the terms provisions of this Guaranty; provided, however, that the Guarantor shall not -------- ------- be entitled to enforce or receive any Loan Documentpayments arising out of, Hedge Agreement or Cash Management Agreementbased upon, which Secured such right of subrogation until all the Guaranteed Obligations shall continue to be the primary obligations of the U.S. Borrower) (collectively the “U.S. Borrower Guaranteed Obligations”). The U.S. Borrower further agrees that the U.S. Borrower have been irrevocably and indefeasibly paid in full and no Guaranteed Obligations may be extended or renewed arise in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. The provisions of this Article X (other than Section 10.12) shall apply equally to the U.S. Borrower as guarantor of the U.S. Borrower Guaranteed Obligations as to the Loan Guarantors as guarantors of the Guaranteed Obligationsfuture.

Guaranty. NYSE Euronext hereby absolutely, unconditionally and irrevocably guarantees the timely performance by NYSE MKT (aincluding any direct or indirect Permitted Transferee of NYSE MKT) Each Loan Guarantor hereby agrees that it is jointly and severally liable forof its obligations under this Agreement, and, other than its obligations as primary obligor and not merely as suretythe SRO of the Exchange, and absolutely any direct or indirect Permitted Transferee to whom NYSE MKT or its Transferee assigns its obligations and unconditionally guarantees rights pursuant to Section 4.9(c) or 11.5(g) or as otherwise agreed by the Members, and hereby waives: (A) diligence, promptness, notice, presentment, demand, protest, acceleration and dishonor of any kind; (B) filing of claims with a court in the event of insolvency or bankruptcy of NYSE MKT or any direct or indirect Permitted Transferee of NYSE MKT; (C) all defenses based on laws of suretyship, other than fraud in the inducement; (D) all demands whatsoever, except to the Lenders the prompt payment when dueextent required to be made upon NYSE MKT or any direct or indirect Permitted Transferee of NYSE MKT; and (E) any right to require a proceeding or any other action first against or with respect to NYSE MKT, whether at stated maturityany direct or indirect Permitted Transferee of NYSE MKT or any other Person. No amendment, upon acceleration modification or otherwise, and at all times thereafter, waiver of any of the Secured Obligations terms, covenants or conditions of this Agreement shall operate to discharge NYSE Euronext from any of its obligations under this Section 16.19. NYSE Euronext’s guaranty under this Section 16.19 will not be discharged until all obligations of NYSE MKT (collectively including any direct or indirect Permitted Transferee of NYSE MKT) under this Agreement have been fully performed. NYSE Euronext’s obligations pursuant to this Section‌ 16.19 shall not be affected by (i) the “Guaranteed Obligations”). Each Loan Guarantor further agrees that the Guaranteed Obligations existence of any claim, set-off or other rights which NYSE Euronext may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding have against any such extension or renewal. For the avoidance of doubt, unless required by applicable law, the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor other Person (other than a Member that is a Domestic Subsidiary beneficiary of this Section 16.19), (ii) the U.S. Borrower shall be treated as occurrence of a primary obligor default by NYSE MKT (or any direct or indirect Permitted Transferee of NYSE MKT), (iii) the U.S. Borrower Guaranteed Obligations for U.S. federal and state tax purposes. existence of any bankruptcy, insolvency, reorganization or similar proceedings involving NYSE MKT (bor any direct or indirect Permitted Transferee of NYSE MKT), (iv) The U.S. Borrower hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, and absolutely and unconditionally guarantees to the Lenders the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations any other circumstance (other than Secured Obligations full performance) that are expressly might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; or (v) any other event, change or circumstance that would not operate to discharge NYSE Euronext of its obligations were NYSE Euronext the obligations of the U.S. Borrower pursuant to the terms of any Loan Document, Hedge Agreement or Cash Management Agreement, which Secured Obligations shall continue to be the primary obligations of the U.S. Borrower) (collectively the “U.S. Borrower Guaranteed Obligations”). The U.S. Borrower further agrees that the U.S. Borrower Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. The provisions of this Article X (other than Section 10.12) shall apply equally to the U.S. Borrower as guarantor of the U.S. Borrower Guaranteed Obligations as to the Loan Guarantors as guarantors of the Guaranteed Obligationsprincipal obligor hereunder.

Guaranty. (a) Each Loan Guarantor a. Parent hereby agrees that it is irrevocably jointly and severally liable forguarantees each and every covenant and obligation of Seller, andthe full and timely performance of Seller’s obligations under the provisions of this Agreement including, as primary obligor without limitation, the indemnification obligations of Seller set forth in Article 6 hereof. This is a guaranty of payment and performance, and not merely as suretyof collection, and absolutely Parent acknowledges and unconditionally guarantees to agrees that this guaranty is full, irrevocable and unconditional, and no release or extinguishments of Seller’s liability or obligations (other than in accordance with the Lenders the prompt payment when dueterms of this Agreement), whether at stated maturity, upon acceleration by decree in any bankruptcy Proceeding or otherwise, will affect the continuing validity and at all times thereafterenforceability of this guaranty. Parent hereby waives, for the benefit of Buyer to the Secured Obligations (collectively the “Guaranteed Obligations”). Each Loan Guarantor further agrees fullest extent permitted by law, any defenses or benefits that the Guaranteed Obligations may be extended derived from or renewed afforded by law that limit the liability of or exonerate guarantors or sureties, except to the extent that any such defense is available to Seller. Parent understands that Buyer is relying on this guaranty in entering into this Agreement. Guarantor may not assign any of its agreements, obligations or rights under this Agreement, in whole or in part part, without notice to or further assent from it, the prior written consent of Buyer. This Section 7.21 shall survive the termination of this Agreement until all obligations of Seller hereunder have been timely and that it remains bound upon its guarantee notwithstanding any such extension or renewal. For the avoidance of doubt, unless required by applicable law, the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary of the U.S. Borrower shall be treated as a primary obligor of the U.S. Borrower Guaranteed Obligations for U.S. federal and state tax purposesfully performed. (b) The U.S. Borrower b. Parent hereby agrees represents and warrants to Seller that it is jointly this Section 7.21 constitutes a legal, valid and severally liable forbinding obligation of Parent enforceable against Parent in accordance with its terms, and, except as primary obligor and not merely as surety, and absolutely and unconditionally guarantees to the Lenders the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations (other than Secured Obligations that are expressly the obligations of the U.S. Borrower pursuant to the terms of any Loan Document, Hedge Agreement or Cash Management Agreement, which Secured Obligations shall continue to be the primary obligations of the U.S. Borrower) (collectively the “U.S. Borrower Guaranteed Obligations”). The U.S. Borrower further agrees that the U.S. Borrower Guaranteed Obligations such enforceability may be extended limited by bankruptcy, insolvency, reorganization, moratorium or renewed other similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity (regardless of whether such principles are considered in whole a Proceeding in equity or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. The provisions of this Article X (other than Section 10.12) shall apply equally to the U.S. Borrower as guarantor of the U.S. Borrower Guaranteed Obligations as to the Loan Guarantors as guarantors of the Guaranteed Obligationsat law).

Guaranty. (a) Each Loan Guarantor Parent hereby agrees that it is jointly absolutely and severally liable for, andunconditionally guarantees, as primary obligor and not merely as surety, the full and absolutely punctual payment and unconditionally guarantees to performance of all obligations and liabilities of Seller arising under Article VII (collectively, the Lenders "Guaranteed Obligations"). Upon the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, failure of the Secured Obligations (collectively the “Guaranteed Obligations”). Each Loan Guarantor further agrees that the Seller to punctually pay any Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. For the avoidance of doubt, unless required by applicable law, the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary of the U.S. Borrower shall be treated as a primary obligor of the U.S. Borrower Guaranteed Obligations for U.S. federal and state tax purposes. (b) The U.S. Borrower hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, and absolutely and unconditionally guarantees to the Lenders the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations (other than Secured Obligations that are expressly the obligations of the U.S. Borrower pursuant subject to the terms and conditions of any Loan DocumentArticle VII (including the Seller Basket Amount, Hedge Agreement or Cash Management Agreementthe Seller Maximum Amount, which Secured Obligations shall continue to be the primary obligations of survival period and the U.S. Borrower) (collectively the “U.S. Borrower Guaranteed Obligations”procedures set forth in Section 7.3). The U.S. Borrower further , Parent agrees that the U.S. Borrower Guaranteed Obligations may Buyer and its Affiliates shall be extended or renewed in whole or in part without notice entitled to or further assent from it, and that it remains bound upon its guarantee notwithstanding enforce directly against Parent any such extension or renewal. The provisions of this Article X (other than Section 10.12) shall apply equally to the U.S. Borrower as guarantor of the U.S. Borrower Guaranteed Obligations as to the Loan Guarantors as guarantors of the Guaranteed Obligations. This guaranty is a guaranty of payment and not of collection. Parent waives any right to require Buyer or its Affiliates to ▇▇▇ the Parent, the Seller or any other Person to enforce its payment against Losses relating to, arising out of or otherwise in connection with the Seller's indemnity obligations under Article VII hereof; provided, that Buyer and its Affiliates shall not be entitled to bring a claim against Parent so long as funds are available in the Escrow Account Letter of Credit to pay such obligations. Prior to any voluntary or involuntary dissolution of Parent, Parent shall have caused with respect to ▇▇▇▇▇▇ ▇. ▇▇▇▇, a participant of the Georgia Boot Supplemental Executive Retirement Plan (the "SERP"), and provided evidence of the same reasonably satisfactory to Buyer, (a) the payment to such participant in the form of a lump sum equal to the present value of the benefit payable to such participant pursuant to the SERP in lieu of the actual benefit payable to such participant under the SERP or (b) the payment to such participant in the form of an annuity contract, purchased from an independent insurance company, which would provide for a benefit actuarially equivalent to the benefit payable to such participant under the SERP, or (c) deposited in escrow, on terms and with such financial institution reasonably acceptable to Buyer, an amount equal to the benefit actuarially equivalent to the benefit payable to such participant under the SERP to permit the payment of the benefit payable to such participant pursuant to the SERP.

Guaranty. At any time prior to the termination of the Total Tranche 3 Revolving Loan Commitment or when any Tranche 3 Obligations are outstanding, and unless otherwise waived in writing by the Required Tranche 3 Banks (a) Each Loan any Tranche 3 Guaranty or any provision thereof shall cease to be in full force or effect as to any Tranche 3 Guarantor, or any Tranche 3 Guarantor hereby agrees that it is jointly and severally liable foror any Person acting by or on behalf of any Tranche 3 Guarantor shall deny or disaffirm such Tranche 3 Guarantor's obligations under the respective Tranche 3 Guaranty; or (b) any Tranche 3 Guarantor shall default in the due performance or observance of any term, and, as primary obligor and not merely as suretycovenant or agreement on its part to be performed or observed pursuant to the respective Tranche 3 Guaranty (other than a payment obligation under the respective Tranche 3 Guaranty), and absolutely and unconditionally guarantees such default shall continue unremedied for 15 or more days after notice to the Lenders applicable Tranche 3 Guarantor and the prompt Administrative Agent by any Tranche 3 Revolving Loan Bank ; or (c) any Tranche 3 Guarantor shall default in the payment of any amount when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, due in respect of the Secured Obligations (collectively the “Guaranteed Obligations”). Each Loan Guarantor further agrees that the Guaranteed Obligations may be extended or renewed (as defined in whole or in part without notice to or further assent from itthe respective Tranche 3 Guaranty), and that it remains bound upon its guarantee notwithstanding any such extension default shall continue unremedied for three or renewalmore days; or (d) a Tranche 3 Guaranty Event of Default (as defined in the respective Tranche 3 Guaranty) shall have occurred;". 30. For the avoidance The definition of doubt, unless required by applicable law, the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary "Bank Default" appearing in Section 10.01 of the U.S. Borrower shall be treated as a primary obligor Credit Agreement is hereby amended by deleting the text "or (d)" appearing therein and inserting the text ", (d), (f) or (h)" in lieu thereof. 31. Section 10 of the U.S. Borrower Guaranteed Obligations for U.S. federal and state tax purposes. Credit Agreement is hereby further amended by (bi) The U.S. Borrower hereby agrees that it is jointly and severally liable fordeleting the definitions of "Applicable Margin", and"Commitment", as primary obligor and not merely as surety"Fourth Amendment", "Fourth Amendment Effective Date", "Loan", "Minimum Borrowing Amount", "Note", "Required Banks", "Test Period", "Third Amendment Effective Date", "Total Commitment", and absolutely "Tranche" and unconditionally guarantees to "Tranche 2 Conversion Date" appearing therein and (ii) inserting the Lenders following new definitions in the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of appropriate alphabetical order: "Additional Tranche 3 Revolving Loan Commitment Amount" shall have the Secured Obligations (other than Secured Obligations that are expressly the obligations of the U.S. Borrower pursuant to the terms of any Loan Document, Hedge Agreement or Cash Management Agreement, which Secured Obligations shall continue to be the primary obligations of the U.S. Borrower) (collectively the “U.S. Borrower Guaranteed Obligations”). The U.S. Borrower further agrees that the U.S. Borrower Guaranteed Obligations may be extended or renewed meaning provided in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. The provisions of this Article X (other than Section 10.12) shall apply equally to the U.S. Borrower as guarantor of the U.S. Borrower Guaranteed Obligations as to the Loan Guarantors as guarantors of the Guaranteed Obligations1.16.

Guaranty. (a) Section 3.1. Each Loan Guarantor hereby agrees that it is of the Guarantors, jointly and severally liable forseverally, and, as primary obligor and not merely as surety, and hereby absolutely and unconditionally guarantees guarantee to the Lenders (name of local jurisdiction) for the (name of local jurisdiction)'s benefit and that of the (name of local jurisdiction)'s successors and assigns as the holder at any time and from time to time of the Note (i) the full and prompt payment when dueof all payments to be made by the Borrower to the (name of local jurisdiction) of all amounts payable under the Loan Agreement or the Note, whether at stated maturity(ii) all expenses and charges, upon acceleration including, to the fullest extent permitted by law, court costs and attorneys' fees paid or otherwise, and at all times thereafter, incurred by the (name of local jurisdiction) in realizing any of the Secured Obligations (collectively the “Guaranteed Obligations”). Each Loan Guarantor further agrees that the Guaranteed Obligations may be extended or renewed in whole payments hereby guaranteed or in part without notice to or further assent from it, enforcing this Guaranty and that it remains bound upon its guarantee notwithstanding (iii) the performance of any such extension or renewal. For the avoidance of doubt, unless required by applicable law, the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary all obligations of the U.S. Borrower shall be treated as a primary obligor under the Loan Documents. Section 3.2. All obligations of the U.S. Borrower Guaranteed Obligations for U.S. federal Guarantors under this Guaranty shall remain in full force and state tax purposes. effect until the entire principal of and interest and monthly service fees on the Note and the expenses and charges described in Section 2.1 (bii) The U.S. Borrower hereby agrees that it is jointly above shall have been paid and severally liable for, and, as primary obligor and not merely as surety, and absolutely and unconditionally guarantees to the Lenders the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at until all times thereafter, of the Secured Obligations (other than Secured Obligations that are expressly the obligations of the U.S. Borrower pursuant to under the terms of any Loan Document, Hedge Agreement or Cash Management Agreement, which Secured Obligations shall continue to be the primary Documents have been met. All obligations of the U.S. BorrowerGuarantors under this Guaranty shall be performed promptly and in good faith. Section 3.3. This Guaranty is an unconditional and absolute guaranty, irrespective of the validity, regularity or enforceability of any of the Loan Documents or any circumstances that might otherwise constitute a legal or equitable discharge or defense of any of the Guarantors. No counterclaim, setoff, reduction of an obligation or defense of any kind which the Borrower or the Guarantor may have or assert against the (name of local jurisdiction) (collectively or which the “U.S. Guarantor may have or assert against the Borrower Guaranteed Obligations”)shall affect, modify or impair the Guarantor's obligations hereunder. Section 3.4. The U.S. Borrower further agrees Each of the Guarantors acknowledge that the U.S. Borrower Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. The provisions (name of this Article X (other than Section 10.12local jurisdiction) shall apply equally is making the Loan to the U.S. Borrower as guarantor of the U.S. Borrower Guaranteed Obligations as to Loan Amount in reliance upon this Guaranty and the Loan Guarantors as guarantors representations, warranties, covenants and agreements of the Guaranteed ObligationsGuarantors made herein.

Guaranty. (a) Each Loan The Guarantor hereby agrees that it is jointly unconditionally and severally liable for, and, as primary obligor and not merely as surety, and absolutely and unconditionally irrevocably guarantees to the Lenders Administrative Agent for the benefit of Buyer Parties the prompt and complete payment and performance by the Seller Parties when due, due (whether at the stated maturity, upon by acceleration or otherwise, and at all times thereafter, ) of the Secured Obligations (collectively the “Guaranteed Obligations”). Each Loan The Guarantor further agrees that the Guaranteed Obligations may be extended or renewed renewed, in whole or in part without part, with a notice to Guarantor (provided failure to give notice will not LEGAL02/37712095v8 affect the validity of such extension or renewal) but without further assent from it, and that it remains will remain bound upon its guarantee this Guaranty notwithstanding any such extension or renewalrenewal of any Obligation. For Anything contained herein to the avoidance of doubt, unless required by applicable lawcontrary notwithstanding, the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary obligations of the U.S. Borrower Guarantor hereunder at any time shall be treated limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a primary obligor fraudulent transfer or conveyance under Section 548 of the U.S. Borrower Guaranteed Obligations for U.S. Bankruptcy Code or any comparable provisions of any similar federal and or state tax purposeslaw. (b) The U.S. Borrower hereby Guarantor further agrees that it is jointly to pay any and severally liable forall expenses (including, andwithout limitation, as primary obligor all fees and not merely as suretydisbursements of counsel) which may be paid or incurred by the Administrative Agent or Buyers in enforcing, and absolutely and unconditionally guarantees to the Lenders the prompt payment when dueor obtaining advice of counsel in respect of, whether at stated maturityany rights with respect to, upon acceleration or otherwisecollecting, and at any or all times thereafter, of the Secured Obligations and/or enforcing any rights with respect to, or collecting against, the Guarantor under this Guaranty. This Guaranty shall remain in full force and effect until the later of (other than Secured Obligations that are expressly i) the obligations termination of the U.S. Borrower pursuant to the terms of any Loan Document, Hedge Repurchase Agreement or Cash Management Agreement(ii) the Obligations are paid in full, which Secured Obligations shall continue notwithstanding that from time to time prior thereto the Seller Parties may be the primary obligations of the U.S. Borrower) (collectively the “U.S. Borrower Guaranteed free from any Obligations”). The U.S. Borrower Guarantor further agrees that this Guaranty constitutes a guaranty of performance and of payment when due and not just of collection, and waives, to the U.S. Borrower Guaranteed extent permitted by applicable law, any right to require that any resort be had by the Administrative Agent or any Buyer to any security held for payment of the Obligations may be extended or renewed to any balance of any deposit, account or credit on the books of any Person. (c) No payment or payments made by the Seller Parties or any other Person or received or collected by the Administrative Agent from the Seller Parties or any other Person by virtue of any action or proceeding or any set-off or appropriation or application, at any time or from time to time, in whole reduction of or in part without notice payment of the Obligations shall be deemed to modify, reduce, release or further assent from itotherwise affect the liability of the Guarantor hereunder which shall, and that it remains bound upon its guarantee notwithstanding any such extension payment or renewal. The provisions payments, remain liable for the amount of this Article X the Obligations until the Obligations are paid in full. (other than Section 10.12d) Guarantor agrees that whenever, at any time, or from time to time, the Guarantor shall apply equally make any payment to the U.S. Borrower as guarantor Administrative Agent for the benefit of Buyer Parties on account of the U.S. Borrower Guaranteed Obligations as to Guarantor’s liability hereunder, the Loan Guarantors as guarantors of Guarantor will notify the Guaranteed ObligationsAdministrative Agent in writing that such payment is made under this Guaranty for such purpose.

Guaranty. (a) Each Loan Guarantor 2.1. GUARANTOR hereby agrees that it is absolutely, unconditionally, irrevocably and jointly and severally liable forguarantees, and, as primary obligor full and not merely as surety, punctual payment and absolutely and unconditionally guarantees to the Lenders the prompt payment performance when due, whether at stated maturity, upon by acceleration or otherwise, and at all times thereafter, of (a) all principal, interest and any other charges due on the Secured Obligations (collectively Note as the “Guaranteed Obligations”). Each Loan Guarantor further agrees that the Guaranteed Obligations same may be extended extended, renewed or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. For the avoidance of doubt, unless required by applicable law, the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary of the U.S. Borrower shall be treated as a primary obligor of the U.S. Borrower Guaranteed Obligations for U.S. federal and state tax purposes. modified; (b) The U.S. Borrower hereby agrees that it is jointly all obligations, covenants, and severally liable forindebtedness arising under any of the Loan Documents, andincluding all other Financial Contract Obligations, as primary obligor and not merely as suretydefined in the Loan Documents, and absolutely (c) all expenses incurred by LENDER in the enforcement and unconditionally guarantees to the Lenders the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, collection of any of the Secured Obligations (liabilities or other than Secured Obligations that are expressly indebtedness now or hereafter owed by BORROWER to LENDER, the obligations enforcement of all rights and remedies under the Loan Documents or any other security therefor or the enforcement of any LENDER’s rights under this Guaranty Agreement or under any of the U.S. Borrower pursuant Loan Documents (all of the above are hereinafter collectively referred to as the “Liabilities”). 2.2. Upon the request of LENDER, GUARANTOR shall immediately pay or perform the Liabilities when they or any of them become due under the terms of any of the Loan DocumentDocuments. Any amounts received by LENDER from any sources and applied by LENDER towards the payment of the Liabilities shall be applied in such order of application as LENDER may from time to time elect in its sole discretion. All Liabilities shall conclusively be presumed to have been created, Hedge Agreement extended, contracted, or Cash Management Agreement, which Secured Obligations incurred by LENDER in reliance upon this Guaranty and all dealings between BORROWER and LENDER shall continue likewise be presumed to be in reliance upon this Guaranty. 2.3. It is the primary obligations intention of the U.S. Borrower) GUARANTOR and the LENDER that the GUARANTOR’s obligations hereunder shall be in, but not in excess of, the maximum amount (collectively the “U.S. Borrower Guaranteed ObligationsMaximum Guaranty Liability”) permitted by applicable law governing bankruptcy, reorganization, arrangement, adjustment of debts, relief of debtors, dissolution, insolvency or other similar laws applicable to the GUARANTOR (“Applicable Law”). The U.S. Borrower further agrees To that the U.S. Borrower Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from itend, but only if and that it remains bound upon its guarantee notwithstanding any such extension or renewal. The provisions of this Article X (other than Section 10.12) shall apply equally to the U.S. Borrower as guarantor extent such obligations would otherwise be subject to avoidance under Applicable Law, the GUARANTOR’s obligations hereunder shall be reduced to the maximum amount which, after giving effect thereto, would not, under Applicable Law, render such obligations unenforceable or avoidable under Applicable Law. In no event, however, shall the Maximum Guaranty Liability be reduced to an amount less than the amount the LENDER would be entitled to enforce under Applicable Law (e.g., 11 U.S.C. §548 (c)) by virtue of LENDER’s having given value to the GUARANTOR in exchange for the Liabilities. This §2.3 is intended solely to preserve the rights of the U.S. Borrower Guaranteed Obligations as LENDER hereunder to the Loan Guarantors as guarantors of maximum extent permitted by Applicable Law and neither the Guaranteed ObligationsGUARANTOR nor any other person shall have any right or claim under this §2.3 that would not otherwise be available under Applicable Law.

Guaranty. (a) Each Loan 2.1 Subject to the limitation set forth in Section 2.2 below, the Guarantor hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, and absolutely irrevocably and unconditionally guarantees to the Lenders the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at guarantee that all times thereafter, of the Secured Obligations obligations, covenants, agreements and indemnities of Hollywood under the Contribution Agreement will be punctually and fully paid and performed in strict accordance with the terms and conditions of the Contribution Agreement and this Guaranty (collectively collectively, the “Guaranteed Obligations”). Each Loan . 2.2 Notwithstanding any provision of this Guaranty to the contrary, the liability of Guarantor further agrees that under (i) this Guaranty, (ii) the joinder to the Third Amendment between Hollywood and MCZ executed concurrently herewith and (iii) the guaranty in favor of Holiday Hospitality Franchising, Inc., a Delaware corporation executed concurrently herewith shall not exceed an aggregate amount of Five Million Dollars ($5,000,000). 2.3 This Guaranty shall be continuing, irrevocable and remain in full force and effect from the date of execution of this Guaranty, until any and all statutes of limitation for any cause of action, claim or other legal or administrative proceeding with respect to any matter giving rise to a Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from itObligation shall have expired, and that it remains bound upon thereafter for a sufficient period of time as is necessary or appropriate (as determined by MCZ in its guarantee notwithstanding sole and absolute discretion) to finally resolve and satisfy any such extension or renewal. For the avoidance of doubtclaim, unless required by applicable lawaction, the parties hereto acknowledge demand, proceeding and agree to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary of the U.S. Borrower shall be treated as a primary obligor of the U.S. Borrower Guaranteed Obligations for U.S. federal and state tax purposes. (b) The U.S. Borrower hereby agrees that it is jointly and severally liable for, andliability against any MCZ Party, as primary obligor defined in the Contribution Agreement, or any claim, action, proceeding and not merely as surety, and absolutely and unconditionally guarantees liability with respect to the Lenders the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations (other than Secured Obligations that are expressly the obligations of the U.S. Borrower which any MCZ Party may have an obligation to indemnify an Indemnified Party pursuant to the Franchise Indemnity (as such terms of any Loan Document, Hedge Agreement or Cash Management are defined in the Contribution Agreement, which Secured Obligations shall continue ) brought during such period and to be the primary obligations of the U.S. Borrower) (collectively the “U.S. Borrower Guaranteed Obligations”). The U.S. Borrower further agrees that the U.S. Borrower Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. The provisions of this Article X (other than Section 10.12) shall apply equally to the U.S. Borrower as guarantor of the U.S. Borrower Guaranteed Obligations as to the Loan Guarantors as guarantors satisfy all of the Guaranteed Obligations. 2.4 Upon the failure of Hollywood to punctually and fully pay and/or perform any of the obligations, covenants, agreements and/or indemnities of Hollywood arising under the Contribution Agreement, and upon delivery of written notice from MCZ, the Guarantor will immediately perform the Guaranteed Obligations. Without affecting the obligations of the Guarantor under this Guaranty, MCZ may without notice to the Guarantor extend, modify or release any indebtedness or obligation of Hollywood, or settle, adjust or compromise any claims against the Hollywood. The Guarantor waives notice of amendment of the Contribution Agreement and notice of presentment and demand for payment and/or performance under the Contribution Agreement. 2.5 This Guaranty constitutes a guaranty of payment and performance and not of collection, and the Guarantor specifically waives any obligation of MCZ to proceed against Hollywood for any money or property held by Hollywood or by any other person or entity as collateral security, by way of set off or otherwise. Guarantor further agrees that this Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time payment of any of the Guaranteed Obligations is rescinded or must otherwise be restored or returned by any MCZ Party upon the insolvency, bankruptcy or reorganization of the Guarantor, all as though such payment had not been made. 2.6 The obligations of Guarantor hereunder shall be absolute and primary and in no way contingent, and shall be complete and binding as to Guarantor upon the execution of this Guaranty, and shall be subject to no conditions precedent.

Guaranty. 7.6.1 [To be inserted if a Guaranty is provided in Proposal.] [ ] are the Guarantors guaranteeing Maintenance Contractor’s obligations under the Contract Documents as set forth in Section 7.6.2 as of the Effective Date and have provided a guaranty in accordance with the form attached as Exhibit 9. 7.6.2 Maintenance Contractor shall be required to provide a Guaranty guaranteeing Maintenance Contractor's obligations under the Contract Documents during the Term in the form set forth in Exhibit 9 (the "Guaranty") from a Guarantor approved by TxDOT as of and as a condition to Substantial Completion if (i) Maintenance Contractor elects to provide a Letter of Credit as O&M Security and the initial Letter of Credit provided at Substantial Completion is less than the Maximum P&P LC Amount or (ii) Maintenance Contractor is a limited liability entity and elects to provide the Bonds as O&M Security. Additionally, Maintenance Contractor shall be required to provide a Guaranty satisfying the requirements of this Section 7.6 from a Guarantor approved by TxDOT if at any time during the Term, the Letter of Credit is less than the Maximum LC Amount and the Letter of Credit is not increased to an amount equal to the Maximum LC Amount or Maintenance Contractor replaces the Letter of Credit with the Bonds and a Guaranty is not then in effect that satisfies the requirements of this Section 7.6. If a Guaranty was provided as of the Effective Date and such Guaranty satisfies the requirements of this Section 7.6 and is in effect on the Substantial Completion Deadline, then Maintenance Contractor shall not be required to provide an additional Guaranty at the Substantial Completion Deadline. 7.6.3 Maintenance Contractor shall report to TxDOT, on a on a quarterly basis during the Maintenance Term, the Tangible Net Worth of Maintenance Contractor, its equity members, and any Guarantors. The report shall state the Tangible Net Worth and be certified by the chief financial officer of the entity reporting. The entity may mark the report “confidential.” 7.6.4 If at any time during the course of this Comprehensive Maintenance Agreement the total combined Tangible Net Worth of Maintenance Contractor, its equity members and any Guarantors, is less than $200,000,000, Maintenance Contractor shall provide one or more guarantees so that the combined Tangible Net Worth of the Maintenance Contractor, its equity members and any Guarantors is at least $200,000,000. Each such guaranty shall be in the form attached as Exhibit 9, together with appropriate evidence of authorization, execution, delivery and validity thereof, and shall guarantee the Guaranteed Obligations. Each guaranty must be provided by: (a) Each Loan Guarantor hereby agrees that it is jointly and severally liable fora parent corporation, andaffiliate, as primary obligor and not merely as suretyor a shareholder of Maintenance Contractor, and absolutely and unconditionally guarantees to the Lenders the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations (collectively the “Guaranteed Obligations”). Each Loan Guarantor further agrees that the Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. For the avoidance of doubt, unless required by applicable law, the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary of the U.S. Borrower shall be treated as a primary obligor of the U.S. Borrower Guaranteed Obligations for U.S. federal and state tax purposes. (b) a parent corporation, affiliate, or a shareholder of an equity member of Maintenance Contractor. The U.S. Borrower hereby agrees that it is jointly minimum Tangible Net Worth amount described above shall be adjusted annually based on changes in the CCI, commencing on the first anniversary of the Maintenance Services Commencement Date and severally liable forcontinuing annually thereafter during the term of this Comprehensive Maintenance Agreement. 7.6.5 Maintenance Contractor may replace an existing Guaranty with a new Guaranty upon prior approval by TxDOT. Any new Guaranty shall be provided in the applicable form attached as Exhibit 9 together with appropriate evidence of authorization, andexecution, as primary obligor delivery and not merely as suretyvalidity thereof, and absolutely and unconditionally guarantees to the Lenders the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations (other than Secured Obligations that are expressly the obligations of the U.S. Borrower pursuant to the terms of any Loan Document, Hedge Agreement or Cash Management Agreement, which Secured Obligations shall continue to be the primary obligations of the U.S. Borrower) (collectively the “U.S. Borrower Guaranteed Obligations”). The U.S. Borrower further agrees that the U.S. Borrower Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. The provisions of this Article X (other than Section 10.12) shall apply equally to the U.S. Borrower as guarantor of the U.S. Borrower Guaranteed Obligations as to the Loan Guarantors as guarantors of the Guaranteed Obligations. The Guaranty being replaced shall remain in effect until the approved replacement Guaranty becomes effective.

Guaranty. (a) Each Loan 2.1 Guarantor hereby agrees that it is jointly unconditionally and severally liable for, andirrevocably guarantees, as primary obligor and not merely as surety, the full and absolutely and unconditionally guarantees to the Lenders the prompt punctual payment when due, (whether at stated maturity, upon acceleration or otherwise) of the principal of and interest (including, without limitation, interest which, but for the filing of a petition in bankruptcy with respect to Borrower, would accrue under the Revolving Loan Agreement) on the Loans, and at the full and punctual payment of all times thereafter, other amounts payable by Borrower under the Revolving Loan Agreement and the Notes (including amounts that would become due but for the operation of the Secured Obligations (collectively automatic stay under Section 362(a) of the “United States Bankruptcy Code); PROVIDED that Guarantor's liability hereunder shall be limited to a portion of the principal amount of the Loans equal to the Guaranteed Obligations”). Each Loan Guarantor further agrees Amount and the interest and other amounts payable under the Revolving Loan Agreement and/or the Notes and reasonably allocable to such principal, IT BEING UNDERSTOOD AND AGREED, however, that neither Administrative Agent nor Lenders shall be required to establish traceability of any particular principal or Tranches of the Loans to the Guaranteed Loan Amount, or of interest and other amounts payable under the Loan Agreement and Notes allocable thereto, and that the Guaranteed Obligations may determinations by Administrative Agent of such principal and interest and other amounts allocable thereto shall be extended final and binding on Guarantor, Borrower, Principal Guarantors any other Additional Subsidiary Guarantors and Lenders, absent manifest error. Upon failure by Borrower to pay punctually any such principal, interest or renewed other amount, Guarantor shall forthwith on demand by Administrative Agent pay the amount not so paid as if Guarantor instead of Borrower were expressed to be the principal obligor, subject, however, to the foregoing limit. Guarantor acknowledges that the giving by it of this guaranty is a condition precedent to the making of the Loans to Borrower and also acknowledges that the obligations guaranteed are being incurred for, and will inure to, its benefit. 2.2 The obligations of Guarantor hereunder shall be unconditional, irrevocable, direct and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by (and, to the fullest extent permitted by law, Guarantor waives its rights in connection with): (i) any extension, increase, renewal, settlement, compromise, waiver or release in respect of any obligation of Borrower or any guarantor (including, without limitation, Principal Guarantors or other any Additional Subsidiary Guarantor) under the Revolving Loan Agreement, any Note or any other Loan Document, by operation of law or otherwise; (ii) any modification or amendment of, supplement to or agreement or stipulation with respect to the Revolving Loan Agreement, any Note or any other Loan Document; (iii) any election of remedies, including, without limitation, any election of remedies which impairs or eliminates any subrogation or reimbursement rights Guarantor might otherwise have to proceed against Borrower or any guarantor (including, without limitation, Principal Guarantors or any other Additional Subsidiary Guarantor), including, without limitation, any limitation on any right Guarantor might have to exercise any rights of Lenders and the Loan Agents under the Loan Documents; (iv) any right Guarantor might have under applicable law to revoke this Agreement in whole or in part part; (v) any Loan Agent's or Lender's waiver of or failure to enforce any of the terms, covenants or conditions contained in the Loan Documents or in any modification thereof; (vi) any discharge, release, exchange, subordination, impairment, non-perfection or invalidity of any direct or indirect security or Lien on any real or personal property then held by or for the benefit of Lenders as security for the Loan Documents; (vii) any additional security taken for the Loans, the Revolving Loan Agreement, the Notes or Borrower's or either Principal Guarantor's obligations under the Loan Documents; (viii) any foreclosure or other realization on any security for the Loans, the Revolving Loan Agreement, the Notes or the Loan Documents, regardless of the effect upon any subrogation, contribution or reimbursement rights Guarantor might have against Borrower, any other guarantor (including, without notice limitation, Principal Guarantors or any other Additional Subsidiary Guarantor) or any other Person; (ix) any change in the trust existence, structure or ownership of Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting Borrower or its assets or any resulting release or discharge of any obligation of Borrower contained in the Revolving Loan Agreement, any Note or any other Loan Document; (x) the existence of any claim, set-off or other rights which Guarantor may have at any time against Borrower, any Lender, any Loan Agent, any other guarantor (including without limitation, Principal Guarantors or any other Additional Subsidiary Guarantor) or any other Person, whether in connection herewith or any unrelated transactions; PROVIDED that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (xi) any invalidity or unenforceability relating to or further assent from itagainst Borrower for any reason of the Revolving Loan Agreement, any Note or any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by Borrower of the principal of or interest on the Loans or any other amount payable by Borrower under the Revolving Loan Agreement, any Note or any other Loan Document; or (xii) any other act or omission to act or delay of any kind by Borrower, any Lender, any Loan Agent or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 2.2, constitute a legal or equitable discharge of or defense to Guarantor's obligations hereunder. Without limiting the generality of the foregoing, Guarantor agrees that its liability under this Agreement shall continue even if any Loan Agent or Lender alters any obligations under the Loan Documents in any respect or Lenders' or Guarantor's remedies or rights against Borrower are in any way impaired or suspended without Guarantor's consent, and that Guarantor waives any and all rights, benefits and defenses it remains bound may have under applicable law with respect thereto. 2.3 The liability of Guarantor under this Agreement is not conditioned or contingent upon its guarantee notwithstanding any such extension the genuineness, validity, regularity or renewal. For enforceability of the avoidance of doubtLoan Documents, unless required by applicable at law, in equity or otherwise. Guarantor's liability hereunder may be larger in amount and more burdensome than that of Borrower with respect to the parties hereto acknowledge and agree to report consistently therewith that each Guaranteed Loan Guarantor that is a Domestic Subsidiary of the U.S. Borrower shall be treated as a primary obligor of the U.S. Borrower Guaranteed Obligations for U.S. federal and state tax purposes. (b) The U.S. Borrower hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as suretyAmount, and absolutely Guarantor waives any and unconditionally guarantees to all rights, benefits and defenses it may have under applicable law with respect thereto. Guarantor's liability hereunder shall not be limited or affected in any way by any impairment or any diminution or loss of value of any security, guaranty or collateral for the Lenders the prompt payment when dueLoan Documents, whether at stated maturity, upon acceleration caused by hazardous substances or otherwise, and at all times thereafter, of the Secured Obligations (other than Secured Obligations that are expressly the obligations of the U.S. Borrower pursuant to the terms of any Loan DocumentAgent's or Lender's failure to perfect a security interest in such security or collateral or any disability or other defense of Borrower or any other guarantor (including, Hedge Agreement without limitation, Principal Guarantors or Cash Management Agreement, which Secured Obligations shall continue to be the primary obligations of the U.S. Borrower) (collectively the “U.S. Borrower Guaranteed Obligations”any other Additional Subsidiary Guarantor). The U.S. Borrower further agrees that the U.S. Borrower Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. The provisions of this Article X (other than Section 10.12) shall apply equally to the U.S. Borrower as guarantor of the U.S. Borrower Guaranteed Obligations as to the Loan Guarantors as guarantors of the Guaranteed Obligations.

Guaranty. (a) Each Loan Guarantor Partner and each member of the General Partner (each, together with any Person who may hereafter agree to become a guarantor under this Agreement by signing a written instrument expressly agreeing to be so bound, each a "Guarantor," and collectively, the "Guarantors") hereby agrees that it is jointly unconditionally and irrevocably guarantees severally liable for, and, as primary obligor (and not merely as suretyjointly) the full payment in cash, and absolutely and unconditionally guarantees to the Lenders the prompt payment when due, whether at stated maturity, upon acceleration or otherwiseof such Guarantor's Pro Rata Share of the Clawback Obligation, and at all times thereafterif for any reason the Partnership (the "Obligor") shall fail fully and punctually to pay the Clawback Obligation, each of the Secured Obligations Guarantors shall pay its Pro Rata Share of such Clawback Obligation; provided that (collectively i) the “Guaranteed Obligations”)payment obligation of each Guarantor shall be reduced by any amounts applied from such Guarantor's Segregated Account and (ii) the amount payable by each Guarantor shall not exceed the aggregate Carried Interest distributions received by such Guarantor directly or indirectly from the Partnership (or held in such Guarantor's Segregated Account) less the deemed income tax liability (calculated based on the Tax Percentage) on income allocated with respect to such Carried Interest distributions. Each Loan Guarantor further agrees that the Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from itThis Agreement is an absolute, unconditional, continuing guarantee of payment and not of collection, and that it remains bound is in no way conditioned or contingent upon its guarantee notwithstanding any such extension attempt to collect from the Obligor, enforce performance by the Obligor or renewal. For the avoidance of doubt, unless required by applicable law, the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary of the U.S. Borrower shall be treated as a primary obligor of the U.S. Borrower Guaranteed Obligations for U.S. federal and state tax purposeson any other condition or contingency. (b) Each guaranty pursuant to paragraph (a) above is expressly for the benefit of the Funds and the limited partners of the Funds (the "Fund Limited Partners") and shall not be impaired, discharged or terminated by any other act or omission that may, in accordance with applicable law, affect the enforceability of a guaranty, and shall not be affected by the bankruptcy, insolvency or inability to pay of the Obligor, a Guarantor or of any other party. (c) Promptly following the determination that a contribution is required to be made by the Obligor pursuant to Section 10.04(b) of the Fund Partnership Agreement, the Obligor shall notify the Guarantors of each Guarantor's Pro Rata Share of the amount of the Clawback Obligation, after application of the amounts in the Segregated Accounts, which shall be payable to the Partnership or as otherwise designated in such notice. When the Clawback Obligation becomes due and payable and the Obligor fails to fully and punctually pay and perform its Clawback Obligation, the Funds or any of the Fund Limited Partners may make demand upon a Guarantor for the payment of such Guarantor's obligations hereunder. (d) To the fullest extent permitted by law, the Guarantor irrevocably waives acceptance hereof, presentment, demand, protest, benefit of order, notice of dishonor and any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against the Obligor or any other Person. (e) The U.S. Borrower obligations of each Guarantor under this Agreement shall be unconditional and primary (as though such Guarantor were the maker of its Pro Rata Share of the Clawback Obligation), irrespective of the validity or enforceability of the Clawback Obligation, and shall not be affected by any action taken under the Clawback Obligation in the exercise of any right or remedy therein conferred, or by any failure or omission on the part of the Funds or the Fund Limited Partners to enforce any right given thereunder or hereunder or any remedy therein conferred, or by any failure or omission on the part of the Funds or the Fund Limited Partners to enforce any right given thereunder or hereunder or any remedy conferred thereby or hereby, or by any waiver of any term, covenant, agreement or condition of the Clawback Obligation or this Agreement, or by any other circumstance which may or might be in any manner or to any extent vary the risk of any Guarantor hereunder. (f) Except for the addition of Guarantors set forth in the following sentence, this Article 13 may not be amended except with the written consent of the Required Limited Partners and the unanimous consent of the Guarantors. The Obligor hereby agrees that it is jointly will not admit any Person as a Partner and severally liable for, and, as primary obligor and the General Partner hereby agrees that it will not merely as surety, and absolutely and unconditionally guarantees permit any Person to the Lenders the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, become entitled to any share of the Secured Obligations (other than Secured Obligations that are expressly the obligations of the U.S. Borrower its distributions unless such Person shall have first executed a supplement hereto pursuant to the terms of any Loan Document, Hedge Agreement or Cash Management Agreement, which Secured Obligations shall continue such Person agrees to become a Guarantor hereunder and to be bound by the primary obligations of the U.S. Borrower) (collectively the “U.S. Borrower Guaranteed Obligations”). The U.S. Borrower further agrees that the U.S. Borrower Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. The provisions of this Article X (other than Section 10.12) shall apply equally to the U.S. Borrower as guarantor of the U.S. Borrower Guaranteed Obligations as to the Loan Guarantors as guarantors of the Guaranteed Obligations13.

Guaranty. (a) Each Loan Subject to section 2(b) hereof, each Guarantor hereby agrees that it is jointly and severally liable forabsolutely, and, as primary obligor and not merely as surety, and absolutely irrevocably and unconditionally guarantees to the Lenders the full and prompt payment when due, due (whether at stated maturity, upon by acceleration or otherwise) of the Borrower Obligations. This Agreement constitutes a guaranty of payment and neither the Administrative Agent, the Issuing Bank nor any Lender shall have any obligation to enforce any Loan Document or any Interest Rate Protection Arrangement or exercise any right or remedy with respect to any collateral security thereunder by any action, including making or perfecting any claim against any Person or any collateral security for any of the Borrower Obligations, prior to being entitled to the benefits of this Agreement. The Administrative Agent may, at its option, proceed against the Guarantors, or any one or more of them, in the first instance, to enforce the Guarantor Obligations without first proceeding against the Borrower or any other Person, and at all times thereafterwithout first resorting to any other rights or remedies, of as the Secured Obligations (collectively Administrative Agent may deem advisable. In furtherance hereof, if the “Guaranteed Obligations”). Each Loan Guarantor further agrees that the Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. For the avoidance of doubt, unless required by applicable lawAdministrative Agent, the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor that Issuing Bank or any Lender is a Domestic Subsidiary of prevented by law from collecting or otherwise hindered from collecting or otherwise enforcing any Borrower Obligation in accordance with its terms, the U.S. Borrower Administrative Agent, the Issuing Bank or such Lender, as the case may be, shall be treated as a primary obligor of entitled to receive hereunder from the U.S. Borrower Guaranteed Obligations for U.S. federal and state tax purposesGuarantors after demand therefor, the sums which would have been otherwise due had such collection or enforcement not been prevented or hindered. (b) The U.S. Borrower hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, and absolutely and unconditionally guarantees Anything contained in this Agreement to the Lenders contrary notwithstanding, the prompt payment when dueobligations of each Guarantor hereunder shall be limited to a maximum aggregate amount equal to the greatest amount that would not render such Guarantor's obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any provisions of applicable state law (collectively, whether at stated maturitythe "Fraudulent ---------- Transfer Laws"), upon acceleration in each case after giving effect to all other liabilities of ------------- such Guarantor, contingent or otherwise, and at all times thereafterthat are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Guarantor (a) in respect of intercompany indebtedness to the Borrower or Affiliates of the Secured Borrower to the extent that such indebtedness would be discharged in an amount equal to the amount paid by such Guarantor hereunder and (b) under any guarantee of senior unsecured indebtedness or Indebtedness subordinated in right of payment to the Obligations which guarantee contains an assumption that indebtedness incurred under the Credit Agreement shall be deemed to have been incurred prior to any indebtedness incurred under any such guarantee or contains a limitation as to maximum amount similar to that set forth in this subsection, pursuant to which the liability of such Guarantor hereunder is included in the liabilities taken into account in determining such maximum amount) and after giving effect as assets to the value (other than Secured Obligations that are expressly as determined under the obligations applicable provisions of the U.S. Borrower Fraudulent Transfer Laws) of any rights to subrogation, contribution, reimbursement, indemnity or similar rights of such Guarantor pursuant to the terms of (i) applicable law or (ii) any Loan Document, Hedge Agreement or Cash Management Agreement, which Secured Obligations shall continue to be the primary obligations agreement providing for an equitable allocation among such Guarantor and other Affiliates of the U.S. BorrowerBorrower of obligations arising under guarantees by such parties. (c) (collectively the “U.S. Borrower Guaranteed Obligations”). The U.S. Borrower further Each Guarantor agrees that the U.S. Borrower Guaranteed Guarantor Obligations may be extended at any time and from time to time exceed the maximum liability of such Guarantor hereunder without impairing this Agreement or renewed in whole or in part without notice to or further assent from it, affecting the rights and that it remains bound upon its guarantee notwithstanding any such extension or renewal. The provisions of this Article X (other than Section 10.12) shall apply equally to the U.S. Borrower as guarantor remedies of the U.S. Borrower Guaranteed Obligations as to Administrative Agent, the Loan Guarantors as guarantors of the Guaranteed ObligationsIssuing Bank or any Lender hereunder.

Guaranty. (a) Each Loan Guarantor hereby agrees that it is hereby, jointly and severally liable forwith the other Guarantors, andabsolutely and unconditionally guarantees, as primary obligor a guarantee of payment and not merely as suretya guarantee of collection, and absolutely and unconditionally guarantees to the Lenders the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, 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, of the Secured Obligations Borrower to the Administrative Agent and the Lenders arising under the Credit Agreement and all instruments, agreements and other documents of every kind and nature now or hereafter executed in connection with the Credit Agreement (collectively including all renewals, extensions and modifications thereof and all costs, reasonable attorneys' fees and expenses incurred by the “Administrative Agent and the Lenders in connection with the collection or enforcement thereof) (collectively, the "Guaranteed Obligations”"). Each Loan Guarantor further agrees that The Administrative Agent's and each of the Lender's books and records showing the amount of the Guaranteed Obligations may shall be extended conclusive absent manifest error. This Guaranty shall not be affected by the genuineness, validity, regularity or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. For the avoidance of doubt, unless required by applicable law, the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary enforceability of the U.S. Borrower shall be treated as Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a primary obligor defense to the obligations of the U.S. Borrower Guaranteed Obligations for U.S. federal and state tax purposesGuarantor under this Guaranty. (b) The U.S. Borrower hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, and absolutely and unconditionally guarantees obligations of each Guarantor hereunder shall be limited to an aggregate amount equal to the Lenders the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Secured Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any applicable state law, (collectively, the "Applicable Insolvency Laws"). To that end, but only in the event and to the extent that after giving effect to Paragraph 2, such Guarantor's obligations with respect to the Guaranteed Obligations (other than Secured Obligations that are expressly the obligations of the U.S. Borrower or any payment made pursuant to the terms Guaranteed Obligations would, but for the operation of the first sentence of this subparagraph (b), be subject to avoidance or recovery in any Loan Documentsuch proceeding under Applicable Insolvency Laws after giving effect to Paragraph 2, Hedge Agreement or Cash Management Agreement, which Secured the amount of such Guarantor's obligations with respect to the Guaranteed Obligations shall continue be limited to be the primary largest amount which, after giving effect thereto, would not, under Applicable Insolvency Laws, render such Guarantor's obligations with respect to such Guaranteed Obligations unenforceable or avoidable or otherwise subject to recovery under Applicable Insolvency Laws. To the extent any payment actually made pursuant to the Guaranteed Obligations exceeds the limitation of the U.S. Borrowerfirst sentence of this subparagraph (b) (collectively the “U.S. Borrower Guaranteed Obligations”). The U.S. Borrower further agrees that the U.S. Borrower Guaranteed Obligations may be extended or renewed and is otherwise subject to avoidance and recovery in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. The provisions of this Article X (other than Section 10.12) proceeding under Applicable Insolvency Laws, the amount subject to avoidance shall apply equally in all events be limited to the U.S. Borrower as guarantor of amount by which such actual payment exceeds such limitation and the U.S. Borrower Guaranteed Obligations as limited by the first sentence of this subparagraph (b) shall in all events remain in full force and effect and be fully enforceable against such Guarantor. The first sentence of this subparagraph (b) is intended solely to preserve the rights of the Administrative Agent hereunder against such Guarantor in such proceeding to the Loan Guarantors as guarantors of maximum extent permitted by Applicable Insolvency Laws and neither such Guarantor, the Guaranteed ObligationsBorrower, any other Guarantor nor any other Person shall have any right or claim under such sentence that would not otherwise be available under Applicable Insolvency Laws in such proceeding.

Guaranty. The Guarantor irrevocably guarantees each and every obligation and Liability of the Transferors hereunder, including the Transferors’ indemnity obligations hereunder, and the full and timely performance of the Transferors’ obligations under this Agreement. This is a guarantee of payment and performance, and not merely of collection, and the Guarantor acknowledges and agrees that this guarantee is full and unconditional, and no release or extinguishment of the Transferors’ obligations or Liabilities under this Agreement, whether by decree in any bankruptcy proceeding or otherwise, shall affect the continuing validity and enforceability of this guarantee. The Guarantor hereby waives, for the benefit of American, (a) Each Loan Guarantor hereby agrees that it is jointly and severally liable for, andany right to require American, as primary obligor a condition of payment or performance by the Guarantor, to proceed against the Transferors or pursue any other remedies whatsoever and not merely as surety, and absolutely and unconditionally guarantees to the Lenders the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations (collectively the “Guaranteed Obligations”). Each Loan Guarantor further agrees that the Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. For the avoidance of doubt, unless required by applicable law, the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary of the U.S. Borrower shall be treated as a primary obligor of the U.S. Borrower Guaranteed Obligations for U.S. federal and state tax purposes. (b) The U.S. Borrower hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, and absolutely and unconditionally guarantees to the Lenders fullest extent permitted by Law, any defenses or benefits that may be derived from or afforded by Law that limit the prompt payment Liability of or exonerate guarantors or sureties. The Guarantor understands that American is relying on this guarantee in entering into this Agreement. The Guarantor has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder. The execution and delivery by the Guarantor of this Agreement has been duly authorized by all necessary corporate action and no other proceedings are necessary to authorize the execution and delivery of this Agreement. This Agreement, when dueexecuted and delivered by the Guarantor, whether at stated maturitywill be duly and validly executed and delivered by the Guarantor and will constitute a legal, valid and binding agreement, enforceable against the Guarantor in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to enforcement of creditors’ rights generally and (ii) general equitable principles. The foregoing guarantee shall expire upon acceleration or otherwise, and at all times thereafter, the second anniversary of the Secured Obligations (other than Secured Obligations that are expressly Closing Date; provided, however, the obligations foregoing guarantee shall not expire with respect to Claims for which any Inland Party or the Guarantor has received a Claim Notice on or prior to the second anniversary of the U.S. Borrower pursuant Closing Date by American against any Inland Party or the Guarantor to the terms of any Loan Document, Hedge Agreement or Cash Management Agreement, which Secured Obligations shall continue to be the primary enforce obligations of the U.S. Borrower) (collectively the “U.S. Borrower Guaranteed Obligations”). The U.S. Borrower further agrees that the U.S. Borrower Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding hereunder until any such extension Claims are resolved by binding settlement among the parties thereto or renewal. The provisions final non-appealable order by a court of this Article X (other than Section 10.12) shall apply equally to the U.S. Borrower as guarantor of the U.S. Borrower Guaranteed Obligations as to the Loan Guarantors as guarantors of the Guaranteed Obligationscompetent jurisdiction.

Guaranty. In consideration of Financial Intranet, Inc. (athe "Debtor"), having borrowed from ▇▇▇▇▇▇ ▇▇▇▇ (the "Obligee") Each Loan Guarantor the principal amount of $600,000.00, bearing interest at the rate of 7% per annum, pursuant to a convertible promissory note (the "Note") dated February 8, 1999, ▇▇▇ ▇▇▇▇▇ (the "Guarantor"), for value received, hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, and absolutely and unconditionally guarantees to Obligee and his assigns the Lenders full and prompt payment, either in cash or in shares of the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafterDebtor's common stock which have been beneficially owned by the Guarantor for a minimum of two years (the "Common Stock"), of the Secured Obligations (collectively obligations of Debtor under the “Guaranteed Obligations”)Note. Each Loan All capitalized terms used herein shall have the meanings ascribed to them in the Note unless otherwise defined in this Guaranty. The obligations of Guarantor further with respect to the guarantee of the principal amount of the Note and all accrued interest thereon shall not be reduced until Debtor has fully satisfied its obligations under the Note owed by Debtor to the Obligee and its assigns. Any payment to Obligee on account of the Note shall be deemed to be made on behalf of Guarantor and the amount of this Guaranty shall be reduced by the amount of such payment. This is a continuing, absolute and unconditional guarantee of payment regardless of the validity, regularity or enforceability of the Note. The Guarantor agrees that the Guaranteed Obligations Obligee may proceed directly against the Guarantor under this Guaranty without first instituting legal or other proceedings against Debtor, or any other person or persons. In connection with the execution of this Guaranty, the Guarantor has executed and delivered to the Obligee a Pledge and Security Agreement of even date herewith. In the event that the Obligee seeks to enforce its rights under this Guaranty, the Guarantor shall have the right to satisfy such obligations with the shares of Common Stock pledged to the Obligee under the Pledge and Security Agreement to the extent that the shares of Common Stock pledged as collateral are sufficient to satisfy such obligations. In the event the Guarantor attempts to satisfy his obligations under this Guaranty by payment in Common Stock, the number of shares of Common Stock shall be extended determined by dividing the Conversion Amount by the Conversion Price as set forth in the Conversion Notice delivered by the Obligee to the Debtor and to the Guarantor (as is set forth in the Note). This Guaranty shall terminate when the Debtor's registration statement with respect to the shares of Common Stock issuable upon conversion of the Note and issuable upon the exercise of the Warrants issued in conjunction with the Note to the Obligee has remained effective without suspension by the Securities and Exchange Commission for a period 30 days. Guarantor consents that the Note or renewed the liability of any other guarantor, surety, indemnitor, indorser, or any other party for or upon the Note may, from time to time, in whole or in part part, be renewed, extended, modified, accelerated, compromised, settled or released by the Obligee, all without any notice to to, or further assent from itby, or any reservation of rights against, Guarantor and without in any way effecting or releasing the liability of Guarantor hereunder. The Obligee shall not be liable for failure to collect or realize upon the Note, or any part thereof, for any delay in so doing, nor shall Obligee be under any obligation to take any action whatsoever with regard thereto. Guarantor waives protest, demand for payment, notice of default or nonpayment to or on Guarantor or Debtor. This Guaranty shall continue in full force and effect notwithstanding the death, incapacity, or bankruptcy of Guarantor, and that it remains bound shall be binding upon its guarantee notwithstanding any such extension or renewal. For Guarantor and Guarantor's estate and the avoidance personal representatives, heirs and successors of doubt▇▇▇▇▇▇▇▇▇ who shall, unless required by applicable lawnevertheless, remain liable with respect to the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary portion of the U.S. Borrower Note guaranteed hereunder and any renewals or extensions thereof or liabilities arising out of same, and the Obligee shall have all the rights herein provided for as if no such event had occurred. No executory agreement and no course of dealing between Debtor and Obligee or Guarantor shall be treated as a primary obligor of the U.S. Borrower Guaranteed Obligations for U.S. federal and state tax purposes. (b) The U.S. Borrower hereby agrees that it is jointly and severally liable foreffective to terminate, and, as primary obligor and not merely as surety, and absolutely and unconditionally guarantees to the Lenders the prompt payment when due, whether at stated maturity, upon acceleration change or otherwise, and at all times thereafter, of the Secured Obligations (other than Secured Obligations that are expressly the obligations of the U.S. Borrower pursuant to the terms of any Loan Document, Hedge Agreement or Cash Management Agreement, which Secured Obligations shall continue to be the primary obligations of the U.S. Borrower) (collectively the “U.S. Borrower Guaranteed Obligations”). The U.S. Borrower further agrees that the U.S. Borrower Guaranteed Obligations may be extended or renewed modify this Guaranty in whole or in part without notice part; nor shall any waiver of any rights or powers of the Obligee, or consent by the Obligee, be valid or effective unless in writing and signed by Obligee. ▇▇▇▇▇▇▇▇▇ agrees that, whenever an attorney is used to obtain payment under or further assent from itotherwise enforce this Guaranty or to enforce, declare or adjudicate any rights or obligations under this Guaranty, whether by suit or by any other means whatsoever, reasonable attorneys' fees shall be payable by the Guarantor against whom this Guaranty or any obligation or right hereunder is sought to be enforced. The Guarantor waives the right to interpose any defense based upon any Statute of Limitations and any set-off or counterclaim of any nature or description, and that it remains bound upon waives the performance of each and every condition precedent of which the Guarantor might otherwise be entitled to law. This Guaranty shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of law principles applicable in the State of New York. Any provision hereof which may prove unenforceable under any law shall not effect the validity of any other provision hereof. Any litigation based hereon, or arising out of, under, or in connection with, this Guaranty shall be brought and maintained exclusively in the Federal Court of the state of New York without reference to its guarantee notwithstanding conflicts of laws rules or principles. The parties hereby expressly and irrevocably submit to the exclusive jurisdiction of the Federal Courts of the state of New York sitting in the Southern District for the purpose of any such extension or renewallitigation as set forth above and irrevocably agrees to be bound by any final judgment rendered thereby in connection with such litigation. The provisions of this Article X (other than Section 10.12) shall apply equally parties each hereby expressly and irrevocably waives, to the U.S. Borrower as guarantor fullest extent permitted by law, any objection which it may have or hereafter may have to the laying of venue of any such litigation brought in any such court referred to above and any claim that any such litigation has been brought in any inconvenient forum. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally or by facsimile, or five days following being mailed by certified or registered mail, postage prepaid, return-receipt requested, addressed (1) to the Obligee at its address appearing on the books of the U.S. Borrower Guaranteed Obligations as Company, (2) to the Loan Guarantors as guarantors of the Guaranteed ObligationsGuarantor at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, Florida 32746 with a copy to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ .

Guaranty. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and for the purpose of inducing Investor to enter into this Limited Liability Company Agreement, the undersigned joins in the execution of this Limited Liability Company Agreement for the purpose of unconditionally and absolutely guarantying JMIR’s obligation to make Capital Contributions up to an aggregate amount not to exceed $2,100,000 less any capital contributions (a) Each Loan Guarantor hereby agrees that it is jointly and severally liable formade by JMIR under the Sister Company LLC Agreement, and(b) made or deemed made by JMIR under the Sister Company Guaranty Sharing Agreement, as primary obligor and not merely as suretyor (c) made or deemed made by JMIR under the Guaranty Sharing Agreement (the “Guaranty Cap”), and absolutely once JMIR has made Capital Contributions under this Limited Liability Company Agreement and unconditionally guarantees the Sister Company LLC Agreement (including any payments made by the undersigned under this guaranty and payments made under the guaranty related to the Lenders the prompt payment when dueSister Company LLC Agreement) equal to $2,100,000, whether at stated maturity, upon acceleration or otherwise, this guaranty shall expire and at all times thereafter, be of the Secured Obligations no further force and effect (collectively the “Guaranteed ObligationsExpiration”). Each Loan Guarantor further agrees that Subject to the Guaranteed Obligations may Guaranty Cap and Expiration, this guaranty is an absolute, unconditional, irrevocable and continuing guaranty of payment and performance and not a guaranty of collection. Subject to the Guaranty Cap and Expiration, the obligations under this guaranty shall not be extended released, diminished, impaired, reduced or renewed in whole or in part without notice to or further assent from itadversely affected, and the undersigned hereby waives any common law, equitable, statutory or other rights that it remains bound upon its guarantee notwithstanding any such extension or renewal. For the avoidance of doubtmay otherwise have, unless required by applicable law, the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor that is as a Domestic Subsidiary result of the U.S. Borrower invalidity, illegality or unenforceability of all or any part of this Limited Liability Company Agreement, for any reason whatsoever. This separate signature page shall be treated as considered a primary obligor part of the U.S. Borrower Guaranteed Obligations for U.S. federal attached Limited Liability Company Agreement as fully as if and state tax purposes. (b) The U.S. Borrower hereby agrees that it is jointly with the same force and severally liable foreffect as if the provisions hereof had been included therein in full. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President See attached. See attached. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ President & Chief Executive Officer ▇▇▇▇ ▇. ▇▇▇▇▇▇ Executive Vice President, andChief Financial Officer and Treasurer ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Chief Operating Officer M. ▇▇▇▇▇ ▇▇▇▇▇▇ Executive Vice President ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, as primary obligor III Executive Vice President — Corporate Development & Legal and not merely as surety, and absolutely and unconditionally guarantees to the Lenders the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations (other than Secured Obligations that are expressly the obligations of the U.S. Borrower pursuant to the terms of any Loan Document, Hedge Agreement or Cash Management Agreement, which Secured Obligations shall continue to be the primary obligations of the U.S. Borrower) (collectively the “U.S. Borrower Guaranteed Obligations”)Assistant Secretary ▇▇▇▇▇▇ ▇. The U.S. Borrower further agrees that the U.S. Borrower Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal▇▇▇▇▇ Senior Vice President — Capital Markets ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Senior Vice President — Financial Administration ▇▇▇▇▇ ▇. The provisions of this Article X (other than Section 10.12) shall apply equally to the U.S. Borrower as guarantor of the U.S. Borrower Guaranteed Obligations as to the Loan Guarantors as guarantors of the Guaranteed Obligations.▇▇▇▇ Senior Vice President — Real Estate ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Senior Vice President — Hotel Investments ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Senior Vice President — Portfolio Manager ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Senior Vice President

Guaranty. (a) Each Loan Guarantor hereby agrees guarantees to Lender prompt payment of (i) the Guaranteed Obligation when and as due, and (ii) any and all Attorney Costs reasonably incurred by Lender in connection with enforcement of the Loan Documents, this Guaranty, or collecting any portion of the Guaranteed Obligation; provided however, that it is jointly and severally Guarantor shall be liable for, andunder this Guaranty only for the maximum amount of such liability that can be hereby incurred without rendering this Guaranty, as primary obligor it relates to the Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not merely as surety, and absolutely and unconditionally guarantees to the Lenders the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations (collectively the “Guaranteed Obligations”). Each Loan Guarantor further agrees that the Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. For the avoidance of doubt, unless required by applicable law, the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor that is for a Domestic Subsidiary of the U.S. Borrower shall be treated as a primary obligor of the U.S. Borrower Guaranteed Obligations for U.S. federal and state tax purposesgreater amount. (b) The U.S. Borrower hereby agrees that it Upon Lender’s written demand, Guarantor shall promptly pay to Lender any amount due under this Guaranty, but, in any event, no later than 5 Business Days (as defined in the Credit Agreement) after the date of Lender’s written demand. (c) This is jointly an absolute, unconditional, irrevocable and severally liable for, and, as primary obligor continuing guaranty of payment (and not merely as surety, and absolutely and unconditionally guarantees to the Lenders the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations (other than Secured Obligations that are expressly the obligations of the U.S. Borrower pursuant to the terms of any Loan Document, Hedge Agreement or Cash Management Agreement, which Secured Obligations shall continue to be the primary obligations of the U.S. Borrowercollection) (collectively the “U.S. Borrower Guaranteed Obligations”). The U.S. Borrower further agrees that the U.S. Borrower Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. The provisions of this Article X (other than Section 10.12) shall apply equally to the U.S. Borrower as guarantor of the U.S. Borrower Guaranteed Obligations as to the Loan Guarantors as guarantors of the Guaranteed ObligationsObligation and the other amounts due under this Guaranty, and this Guaranty will remain in effect until (i) the Guaranteed Obligation is Paid in Full, (ii) the Credit Agreement has terminated in accordance with its terms, and (iii) the Obligations under and as defined in the Credit Agreement have been Paid in Full. The circumstance that at any time or from time to time all or any portion of the Guaranteed Obligation may be $0 shall not affect Guarantor’s obligation under this Guaranty. Guarantor may not rescind or revoke its obligation to the Lender under this Guaranty. (d) Any amounts received by Lender under this Guaranty in respect of the Guaranteed Obligation shall be applied by Lender to the Obligations in accordance with the provisions of the Credit Agreement.

Guaranty. (a) Each Loan This Guaranty shall supersede and replace the First Guaranty dated as of , 2011 made by the Guarantor hereby agrees that it is jointly in favour of the Agent for and severally liable foron behalf of the Finance Parties. The Guarantor unconditionally, and, as primary obligor and not merely as surety, and absolutely and unconditionally irrevocably guarantees to the Lenders the prompt punctual payment when due, whether at stated upon maturity, upon by acceleration or otherwise, of any and at all times thereafter, present or future indebtedness of the Secured Obligations Borrower to the Finance Parties pursuant to the terms and conditions of the Credit Agreement under which the maximum principal loan amount shall not exceed RMB4,000,000,000 (collectively or its equivalent) (the “Guaranteed Obligations”). Each Loan Guarantor further agrees that If the Guaranteed Obligations may be extended or renewed Borrower fails to pay-any Obligation in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. For the avoidance of doubt, unless required by applicable law, the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary of the U.S. Borrower shall be treated as a primary obligor of the U.S. Borrower Guaranteed Obligations for U.S. federal and state tax purposes. full when due (b) The U.S. Borrower hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, and absolutely and unconditionally guarantees to the Lenders the prompt payment when due, whether at stated maturity, upon by acceleration or otherwise), and at all times thereafter, the Guarantor will promptly pay the same to the Agent on behalf of the Secured Obligations Finance Parties. The Guarantor will also pay to the Agent’s reasonable expenses (including without limitation, reasonable legal fees and expenses) incurred by the Agent in enforcing the rights under this Guaranty. This Guaranty is a guaranty of payment and not merely of collection. This Guaranty is in lieu of any guaranty, letter of credit, cash collateral or any similar right that the Finance Parties may have under any other than Secured Obligations that are expressly agreement, whether executed or to be executed, oral or written, between the Finance Parties on the one hand or the Borrower or the Guarantor on the other hand. Notwithstanding the foregoing, in any action or proceeding involving any state corporate law or any state or Federal bankruptcy, insolvency, reorganization, fraudulent conveyance, or other law affecting the rights of creditors generally, if the obligations of the U.S. Borrower pursuant Guarantor would otherwise be held or determined to be void, invalid or unenforceable on account of the amount of its liability hereunder, then notwithstanding any other provision hereof to the terms contrary, the amount of such liability shall, without any Loan Documentfurther action by the Guarantor or any other person, Hedge Agreement or Cash Management Agreement, which Secured Obligations shall continue to be the primary obligations of the U.S. Borrower) (collectively the “U.S. Borrower Guaranteed Obligations”). The U.S. Borrower further agrees that the U.S. Borrower Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, automatically limited and that it remains bound upon its guarantee notwithstanding any such extension or renewal. The provisions of this Article X (other than Section 10.12) shall apply equally reduced to the U.S. Borrower highest amount which is valid and enforceable as guarantor of the U.S. Borrower Guaranteed Obligations as to the Loan Guarantors as guarantors of the Guaranteed Obligationsdetermined in such action or proceeding.

Guaranty. (a) In order to induce Lenders to enter into this Agreement and to make the Loans to Borrower hereunder, and to induce the Loan Agents to act in such capacity hereunder, Guarantors agree as follows: 10.1.1 Each Loan Guarantor hereby agrees that it is jointly unconditionally and severally liable for, andirrevocably guarantees, as primary obligor and not merely as surety, the full and absolutely and unconditionally guarantees to the Lenders the prompt punctual payment when due, (whether at stated maturity, upon acceleration or otherwise) of the principal of and interest (including, without limitation, interest which, but for the filing of a petition in bankruptcy with respect to Borrower, would accrue hereunder) on the Loans, and at the full and punctual payment of all times thereafterother amounts payable by Borrower under this Agreement, the Notes and the other Loan Documents (including amounts that would become due but for the operation of the Secured Obligations (collectively automatic stay under Section 362(a) of the “Guaranteed Obligations”United States Bankruptcy Code). Each Loan Guarantor further agrees Upon failure by Borrower to pay punctually any such amount, Guarantors shall forthwith on demand by Administrative Agent pay the amount not so paid as if Guarantors instead of Borrower were expressed to be the principal obligor. The obligations of Guarantors hereunder are joint and several obligations of Guarantors. Guarantors acknowledge that the Guaranteed Obligations may giving by them of this guaranty is a condition precedent to the making of the Loans to Borrower and also acknowledge that the obligations guaranteed are being incurred for, and will inure to, their benefit. 10.1.2 The obligations of Guarantors hereunder shall be extended unconditional, irrevocable, direct and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or renewed otherwise affected by (and, to the fullest extent permitted by law, each Guarantor waives its rights in connection with): 10.1.2.1 any extension, increase, renewal, settlement, compromise, waiver or release in respect of any obligation of Borrower or any guarantor (including, without limitation, the other Guarantor or any Additional Subsidiary Guarantor) hereunder or under any Note or any other Loan Document, by operation of law or otherwise; 10.1.2.2 any modification or amendment of, supplement to or agreement or stipulation with respect to this Agreement, any Note or any other Loan Document; 10.1.2.3 any election of remedies, including, without limitation, any election of remedies which impairs or eliminates any subrogation or reimbursement rights such Guarantor might otherwise have to proceed against Borrower or any guarantor (including, without limitation, the other Guarantor or any Additional Subsidiary Guarantor), including, without limitation, any limitation on any right such Guarantor might have to exercise any rights of Lenders and the Loan Agents under the Loan Documents; 10.1.2.4 any right such Guarantor might have under applicable law to revoke this Agreement in whole or in part and to assert an offset to its liability based on the fair value or fair market value of any of the Properties; 10.1.2.5 any Loan Agent's or Lender's waiver of or failure to enforce any of the terms, covenants or conditions contained in the Loan Documents or in any modification thereof; 10.1.2.6 any discharge, release, exchange, subordination, impairment, non-perfection or invalidity of any direct or indirect security or Lien on any real or personal property then held by or for the benefit of Lenders as security for the Loan Documents; 10.1.2.7 any additional security taken for the Loans, this Agreement, the Notes or Borrower's obligations under the Loan Documents; 10.1.2.8 any foreclosure or other realization on any security for the Loans, this Agreement, the Notes or the Loan Documents, regardless of the effect upon any subrogation, contribution or reimbursement rights such Guarantor might have against Borrower, any other guarantor (including, without notice limitation, the other Guarantor or any Additional Subsidiary Guarantor) or any other Person; 10.1.2.9 any change in the trust existence, structure or ownership of Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting Borrower or its assets or any resulting release or discharge of any obligation of Borrower contained in this Agreement, any Note or any other Loan Document; 10.1.2.10 the existence of any claim, set-off or other rights which such Guarantor may have at any time against Borrower, any Lender, any Loan Agent, any other guarantor (including without limitation, the other Guarantor or any Additional Subsidiary Guarantor) or any other Person, whether in connection herewith or any unrelated transactions; PROVIDED that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; 10.1.2.11 any invalidity or unenforceability relating to or further assent from itagainst Borrower for any reason of this Agreement, any Note or any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by Borrower of the principal of or interest on the Loans or any other amount payable by Borrower under this Agreement, any Note or any other Loan Document; or 10.1.2.12 any other act or omission to act or delay of any kind by Borrower, any Lender, any Loan Agent or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 10.1(b), constitute a legal or equitable discharge of or defense to such Guarantor's obligations hereunder. Without limiting the generality of the foregoing, each Guarantor agrees that its liability under this Agreement shall continue even if any Loan Agent or Lender alters any obligations under the Loan Documents in any respect or Lenders' or such Guarantor's remedies or rights against Borrower are in any way impaired or suspended without such Guarantor's consent, and that each Guarantor waives any and all rights, benefits and defenses it remains bound may have under applicable law with respect thereto. 10.1.3 The liability of Guarantors under this Agreement is not conditioned or contingent upon its guarantee notwithstanding any such extension the genuineness, validity, regularity or renewal. For enforceability of the avoidance of doubtLoan Documents, unless required by applicable at law, the parties hereto acknowledge in equity or otherwise. Guarantors' liability hereunder may be larger in amount and agree to report consistently therewith more burdensome than that of Borrower, and each Loan Guarantor that is a Domestic Subsidiary of the U.S. Borrower waives any and all rights, benefits and defenses it may have under applicable law with respect thereto. No Guarantor's liability hereunder shall be treated as a primary obligor limited or affected in any way by any impairment or any diminution or loss of value of any security, guaranty or collateral for the U.S. Borrower Guaranteed Obligations for U.S. federal and state tax purposes. (b) The U.S. Borrower hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, and absolutely and unconditionally guarantees to the Lenders the prompt payment when dueLoan Documents, whether at stated maturity, upon acceleration caused by hazardous substances or otherwise, and at all times thereafter, of the Secured Obligations (other than Secured Obligations that are expressly the obligations of the U.S. Borrower pursuant to the terms of any Loan DocumentAgent's or Lender's failure to perfect a security interest in such security or collateral or any disability or other defense of Borrower or any other guarantor (including, Hedge without limitation, the other Guarantor or any Additional Subsidiary Guarantor). 10.1.4 Guarantors' obligations hereunder shall remain in full force and effect until this Agreement or Cash Management Agreement, which Secured Obligations shall have terminated and the principal of and interest on the Loans and all other amounts payable by Borrower hereunder and under the Notes and the other Loan Documents shall have been paid in full. Each Guarantor agrees that its guarantee hereunder shall continue to be effective or be reinstated, as the primary obligations case may be, if at any time payments, or any part thereof, of principal of or interest on the Loans or any other obligation of Borrower, any other guarantor (including without limitation, the other Guarantor or any Additional Subsidiary Guarantor) is rescinded or must otherwise be restored by either Loan Agent or any Lender upon the bankruptcy or reorganization of Borrower or any such other guarantor or otherwise. 10.1.5 Guarantors hereby irrevocably waive to the extent permitted by applicable law (i) all notices to Guarantors, to Borrower or to any other Person not expressly provided for herein, including, but not limited to, notices of the U.S. acceptance of this Agreement or the creation, renewal, extension, modification, accrual of any of the Loan Documents and enforcement of any right or remedy with respect thereto, and notice of any other matters relating thereto; (ii) diligence and demand of payment, presentment, protest, dishonor and notice of dishonor; (iii) any statute of limitations affecting either Guarantor's liability hereunder or the enforcement hereof; (iv) any duty on the part of any Loan Agent or Lender to disclose to Guarantors any facts any Loan Agent or Lender may now or hereafter know about Borrower, regardless of whether any Loan Agent or Lender has reason to believe that any such facts materially increase the risk beyond that which Guarantors intend to assume, or has reason to believe that such facts are unknown to Guarantors, or has a reasonable opportunity to communicate such facts to Guarantors, since Guarantors acknowledge that they are fully responsible for being and keeping informed of the financial condition of Borrower and of all circumstances bearing on the risk of nonperformance of any obligations hereby guaranteed; (v) any defense arising because of any Loan Agent's or Lender's election, in any case under of the United States Bankruptcy Code, of the application of Section 1111(b)(2) of the United States Bankruptcy Code; (collectively vi) any defense based upon any borrowing or grant of a security interest under Section 364 of the “U.S. Borrower Guaranteed Obligations”United States Bankruptcy Code; and (vii) all principles or provisions of law which conflict with the terms of this Agreement (including any other suretyship defense that may be available to either Guarantor). The U.S. Guarantors further agree that the Loan Agents and Lenders may enforce this Agreement upon and after the occurrence of an Event of Default, notwithstanding (1) the existence of any dispute between Borrower further and any Loan Agent or Lender with respect to the existence of such Event of Default or performance of Borrower's or either Guarantor's obligations under the Loan Documents, or any counterclaim, setoff or other claim which Borrower or either Guarantor may allege against any Loan Agent or Lender with respect thereto, or (2) the existence of any dispute between either Guarantor and Borrower, or any counterclaim, setoff or other claim which either Guarantor may allege against Borrower with respect thereto. 10.1.6 Each Guarantor agrees that the U.S. Loan Agents and Lenders may enforce this Agreement against such Guarantor without the necessity of resorting to or exhausting any security or collateral and without the necessity of proceeding against the Borrower Guaranteed Obligations or any other guarantor (including, without limitation, the other Guarantor or any Additional Subsidiary Guarantor). Each Guarantor hereby waives any and all benefits they may have under any applicable law, including, without limitation, any right to require the Loan Agents and Lenders to proceed against Borrower, to proceed against any other guarantor, to foreclose any lien on any real or personal property, to exercise any right or remedy under the Loan Documents or to pursue any other remedy or to enforce any other right. 10.1.7 Each Guarantor irrevocably waives any and all rights to which it may be extended entitled, by operation of law or renewed in whole or in part without notice otherwise, upon making any payment hereunder to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. The provisions of this Article X (other than Section 10.12) shall apply equally be subrogated to the U.S. Borrower as guarantor rights of the U.S. payee against Borrower Guaranteed Obligations as with respect to such payment or against any direct or indirect security therefor, or otherwise to be reimbursed, indemnified or exonerated by or for the Loan Guarantors as guarantors account of the Guaranteed ObligationsBorrower in respect thereof.

Guaranty. (a) Each Loan Guarantor TowerCo Parent's Guaranty. TowerCo Parent unconditionally guarantees to SBC, the Sublessors, the SBC Affiliates, and each SBC Indemnitee (collectively, the "beneficiaries", individually a "beneficiary") the full and timely payment and performance and observance of all of the terms, provisions, covenants and obligations of TowerCo under this Sublease and each Site Designation Supplement (the "TowerCo Obligations"). TowerCo Parent agrees that if TowerCo defaults at any time during the Term of this Sublease or any Site Designation Supplement in the performance of any of the TowerCo Obligations, TowerCo Parent shall faithfully perform and fulfill all TowerCo Obligations and shall pay to the applicable beneficiary all attorneys' fees, court costs, and other expenses, costs and disbursements incurred by the applicable beneficiary on account of any default by TowerCo and on account of the enforcement of this guaranty. If TowerCo defaults under this Sublease or any Site Designation Supplement, and the applicable beneficiary elects to enforce the provisions of this Section 38, the applicable beneficiary shall promptly give TowerCo Parent written notice thereof, which notice shall constitute an exercise of the applicable beneficiary's rights against TowerCo Parent pursuant to this Section 38. Following the receipt of such notice by TowerCo Parent, TowerCo Parent shall have the same period of time as is afforded to TowerCo under this Sublease or the applicable Site Designation Supplement to cure such default, but no such cure period shall diminish the obligations of TowerCo Parent under this Section 38. 66 64 This guaranty obligation of TowerCo Parent shall be enforceable by the applicable beneficiary in an action against TowerCo Parent without the necessity of any suit, action, or proceedings by the applicable beneficiary of any kind or nature whatsoever against TowerCo, without the necessity of any notice to TowerCo Parent of TowerCo's default or breach under this Sublease or the applicable Site Designation Supplement, and without the necessity of any other notice or demand to TowerCo Parent to which TowerCo Parent might otherwise be entitled, all of which notices TowerCo Parent hereby expressly waives. TowerCo Parent hereby agrees that it is jointly the validity of this guaranty and severally liable for, and, as primary obligor and not merely as surety, and absolutely and unconditionally guarantees to the Lenders the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations (collectively the “Guaranteed Obligations”). Each Loan Guarantor further agrees that the Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. For the avoidance of doubt, unless required by applicable law, the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary of the U.S. Borrower shall be treated as a primary obligor of the U.S. Borrower Guaranteed Obligations for U.S. federal and state tax purposes. (b) The U.S. Borrower hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, and absolutely and unconditionally guarantees to the Lenders the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations (other than Secured Obligations that are expressly the obligations of TowerCo Parent hereunder shall not be terminated, affected, diminished, or impaired by reason of the U.S. Borrower assertion or the failure to assert by the applicable beneficiary against TowerCo any of the rights or remedies reserved to the applicable beneficiary pursuant to the provisions of this Sublease or the applicable Site Designation Supplement or any other remedy or right which the applicable beneficiary may have at law or in equity or otherwise. TowerCo Parent covenants and agrees that this guaranty is an absolute, unconditional, irrevocable and continuing guaranty. The liability of TowerCo Parent hereunder shall not be affected, modified, or diminished by reason of any assignment, renewal, modification or extension of this Sublease or any Site Designation Supplement or any modification or waiver of or change in any of the covenants and terms of this Sublease or any Loan DocumentSite Designation Supplement by agreement of a beneficiary and TowerCo, Hedge Agreement or Cash Management Agreementby any unilateral action of either a beneficiary or TowerCo, which Secured Obligations shall continue or by an extension of time that may be granted by a beneficiary to TowerCo or any indulgence of any kind granted to TowerCo, or any dealings or transactions occurring between a beneficiary and TowerCo, including, without limitation, any adjustment, compromise, settlement, accord and satisfaction, or release, or any bankruptcy, insolvency, reorganization, arrangements, assignment for the benefit of creditors, receivership, or trusteeship affecting TowerCo. TowerCo Parent does hereby expressly waive any suretyship defense it may have by virtue of any statute, law, or ordinance of any state or other governmental authority. All of the beneficiaries' rights and remedies under this guaranty are intended to be distinct, separate, and cumulative and no such right and remedy herein is intended to be the primary obligations exclusion of the U.S. Borrower) (collectively the “U.S. Borrower Guaranteed Obligations”)or a waiver of any other. The U.S. Borrower further agrees that the U.S. Borrower Guaranteed Obligations may be extended or renewed in whole or in part without TowerCo Parent hereby waives presentment, demand for performance, notice to or further assent from itof nonperformance, protest, notice of protest, notice of dishonor, and notice of acceptance. TowerCo Parent further waives any right to require that it remains bound upon its guarantee notwithstanding an action be brought against TowerCo or any other person or to require that resort be had by a beneficiary to any security held by such extension or renewal. The provisions of this Article X (other than Section 10.12) shall apply equally to the U.S. Borrower as guarantor of the U.S. Borrower Guaranteed Obligations as to the Loan Guarantors as guarantors of the Guaranteed Obligationsbeneficiary.