Common use of Limited Guarantee Clause in Contracts

Limited Guarantee. As a condition and material inducement to the willingness of Acquiror to enter into this Agreement and the other Acquiror Ancillary Agreements, (a) the Seller Guarantors hereby (jointly and severally) absolutely, unconditionally and irrevocably guarantee to Acquiror the payment and performance of all of the payment or other obligations of NewCo to Acquiror in this Agreement and (b) each Seller Guarantor (on a several and not joint basis) absolutely, unconditionally and irrevocably guarantee to Acquiror the payment and performance of all of the payment or other obligations of such Seller of which such Seller Guarantor is a beneficiary to Acquiror in this Agreement (collectively the “Obligations”), in each case, when and to the extent that any such obligations shall become due and payable or required to be performed; provided, however, that the obligations of the Seller Guarantors under this Section 13.19 shall be subject to the limitations set forth herein and shall succeed to all rights of NewCo Confidential Treatment Requested by Outdoor Products Spinco Inc. Pursuant to 17 C.F.R. Section 200.83 hereunder. The Seller Guarantors agree that the guaranty set forth in this Section 13.19 is a present and continuing guaranty of payment and not of collectability, and that Acquiror shall not be required to prosecute collection, enforcement or other remedies against NewCo or any other Person, or to enforce or resort to any other rights or remedies hereunder, before calling on NewCo for payment or performance. The Seller Guarantors agree that if, for any reason, NewCo or such Seller of which the applicable Seller Guarantor is a beneficiary shall fail or be unable to pay or perform, punctually and fully, any of the Obligations, the Seller Guarantor shall, with respect to NewCo, and such Seller Guarantor, with respect to the applicable Seller, pay or perform such Obligations to Acquiror in full immediately upon demand. The Seller Guarantors agree that the obligations of the Seller Guarantors pursuant to this Section 13.19 shall be primary obligations, shall not be subject to any counterclaim, set-off, abatement, deferment or defense based upon any claim that the Seller Guarantors may have against Acquiror or any other Person, and shall remain in full force and effect without regard to, and shall not be released, discharged or affected in any way by any circumstance or condition (whether or not the Seller Guarantors shall have any knowledge thereof). [SIGNATURE PAGE NEXT] Confidential Treatment Requested by Outdoor Products Spinco Inc. Pursuant to 17 C.F.R. Section 200.83

Limited Guarantee. As a condition and material inducement to the willingness of Acquiror to enter into this Agreement and the other Acquiror Ancillary Agreements, (a) the The Seller Guarantors Guarantor hereby (jointly and severally) absolutely, unconditionally and irrevocably guarantee guarantees to Acquiror the Buyer the payment and performance of all of the payment or other obligations of NewCo the Sellers to Acquiror in this Agreement and (b) each Seller Guarantor (on a several and not joint basis) absolutely, unconditionally and irrevocably guarantee to Acquiror the payment and performance of all of the payment or other obligations of such Seller of which such Seller Guarantor is a beneficiary to Acquiror Buyer in this Agreement (collectively the “Obligations”), in each case, when and to the extent that that, any such obligations shall become due and payable or required to be performedpayable; provided, however, that the obligations of the Seller Guarantors under this Section 13.19 Guarantor shall be subject to the limitations set forth herein and shall succeed to all rights of NewCo Confidential Treatment Requested by Outdoor Products Spinco Inc. Pursuant to 17 C.F.R. Section 200.83 the Sellers hereunder. The Seller Guarantors agree Guarantor agrees that the guaranty set forth in this Section 13.19 11.18 is a present and continuing guaranty of payment and not of collectability, and that Acquiror the Buyer shall not be required to prosecute collection, enforcement or other remedies against NewCo any Seller or any other Person, or to enforce or resort to any other rights or remedies hereunder, before calling on NewCo the Seller Guarantor for payment or performance. The Seller Guarantors agree Guarantor agrees that if, for any reason, NewCo or such any Seller of which the applicable Seller Guarantor is a beneficiary shall fail or be unable to pay or perform, punctually and fully, any of the Obligations, the Seller Guarantor shall, with respect to NewCo, and such Seller Guarantor, with respect to the applicable Seller, shall pay or perform such Obligations to Acquiror the Buyer in full immediately upon demand. The Seller Guarantors agree Guarantor agrees that the obligations of the Seller Guarantors Guarantor pursuant to this Section 13.19 11.18 shall be primary obligations, shall not be subject to any counterclaim, set-off, abatement, deferment or defense based upon any claim that the Seller Guarantors Guarantor may have against Acquiror the Buyer or any other Person, and shall remain in full force and effect without regard to, and shall not be released, discharged or affected in any way by any circumstance or condition (whether or not the Seller Guarantors Guarantor shall have any knowledge thereof). [SIGNATURE PAGE NEXT] Confidential Treatment Requested by Outdoor Products Spinco Inc. Pursuant to 17 C.F.R. Section 200.83.

Limited Guarantee. As a condition and material inducement to To induce the willingness of Acquiror Guaranteed Party to enter into this an Agreement and the other Acquiror Ancillary AgreementsPlan of Merger, dated as of March 5, 2007, (aas it may be amended 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), by and among Vector Stealth Holdings II, L.L.C., a Delaware limited liability company (“Parent”), Stealth Acquisition Corp. (“Merger Sub”), a Delaware corporation and wholly-owned subsidiary of Parent and the Guaranteed Party, pursuant to which Merger Sub, or a permitted assignee of Merger Sub, will commence a tender offer (the “Offer”) to purchase all outstanding shares of common stock, par value $0.01 per share, of the Seller Guarantors Guaranteed Party, and following the consummation of the Offer will merge with and into the Guaranteed Party, the Guarantor hereby (jointly and severally) absolutely, unconditionally and irrevocably guarantee guarantees to Acquiror the Guaranteed Party, the due and punctual payment and performance discharge of all [ • ]% of the payment or other obligations of NewCo Parent and Merger Sub arising under the Merger Agreement, including, without limitation, Parent’s or Merger Sub’s payment obligations with respect to Acquiror in this Agreement the Parent Termination Fee and obligations under the penultimate sentence of Section 6.11(b) (b) each Seller Guarantor (on a several and not joint basis) absolutely, unconditionally and irrevocably guarantee to Acquiror the payment and performance of all of the payment or other obligations of such Seller of which such Seller Guarantor is a beneficiary to Acquiror in this Agreement (collectively the “Obligations”), in each case, when and to the extent that any such obligations shall become due and payable or required to be performed; provided, however, that in no event shall the obligations of the Seller Guarantors Guarantor’s liability under this Section 13.19 shall be Limited Guarantee (subject to the limitations set forth herein and shall succeed to all rights of NewCo Confidential Treatment Requested by Outdoor Products Spinco Inc. Pursuant to 17 C.F.R. Section 200.83 hereunder. The Seller Guarantors agree that the guaranty set forth in this Section 13.19 is a present and continuing guaranty of payment and not of collectability, and that Acquiror shall not be required to prosecute collection, enforcement or other remedies against NewCo or any other Person, or to enforce or resort to any other rights or remedies hereunder, before calling on NewCo for payment or performance. The Seller Guarantors agree that if, for any reason, NewCo or such Seller of which the applicable Seller Guarantor is a beneficiary shall fail or be unable to pay or perform, punctually and fully, any of the Obligations, the Seller Guarantor shall, with respect to NewCo, and such Seller Guarantor, 14 below with respect to the applicable SellerEnforcement Reimbursement Costs (as defined below)) exceed $[ • ] (the “Cap”), pay or perform such it being understood that this Limited Guarantee may not be enforced without giving effect to the Cap and is expressly limited thereto. All sums payable by the Guarantor hereunder shall be paid in immediately available funds. In furtherance of the foregoing, the Guarantor acknowledges that its liability hereunder shall extend to [ • ]% of the Obligations (subject to Acquiror in full immediately upon demand. The Seller Guarantors agree the Cap and Section 14 below with respect to Enforcement Reimbursement Costs), and that the obligations Guaranteed Party may, in its sole discretion, bring and prosecute a separate action or actions against the Guarantor for [ • ]% of the Seller Guarantors pursuant to this Section 13.19 shall be primary obligations, shall not be Obligations (subject to any counterclaimthe Cap and Section 14 below with respect to Enforcement Reimbursement Costs), set-offregardless of whether action is brought against Parent, abatement, deferment or defense based upon any claim that the Seller Guarantors may have against Acquiror Merger Sub or any other Personguarantor pursuant to a Limited Guarantee dated as of the date hereof (the “Other Guarantees”) entered into between the Guaranteed Party and such other guarantor (the “Other Guarantors”) or whether Parent, and shall remain in full force and effect without regard to, and shall not be released, discharged Merger Sub or affected any Other Guarantor is joined in any way by any circumstance such action or condition (actions or whether Parent or not Merger Sub were primarily responsible for causing the Seller Guarantors shall have any knowledge thereof). [SIGNATURE PAGE NEXT] Confidential Treatment Requested by Outdoor Products Spinco Inc. Pursuant to 17 C.F.R. Section 200.83payment obligations of Parent or Merger Sub under the Merger Agreement.

Limited Guarantee. As a condition and material inducement to the willingness of Acquiror to enter into this Agreement and the other Acquiror Ancillary Agreements, (a) the Seller Guarantors hereby (jointly and severally) absolutely, unconditionally and irrevocably guarantee Buyer Parent is executing this Agreement solely to Acquiror guaranty the payment and performance of the Buyer under this Agreement and the Ancillary Agreements, as set forth below. Buyer Parent guarantees irrevocably, absolutely and unconditionally and as a primary obligation (and not as surety only) that the Buyer shall fully, completely and timely pay and perform all of its obligations and assume all of the payment or other obligations of NewCo to Acquiror Buyer’s liabilities described in this Agreement and (b) each Seller Guarantor (on a several and not joint basis) absolutely, unconditionally and irrevocably guarantee to Acquiror the payment and performance of all of the payment or other obligations of such Seller of which such Seller Guarantor is a beneficiary to Acquiror in this Agreement (collectively the “Obligations”)Ancillary Agreements, in each case, strictly in accordance with the terms hereof (the “Guaranteed Obligations”). If the Buyer fails or refuses to pay or perform any such obligations and liabilities, Buyer Parent shall, without any notice or demand whatsoever, immediately pay or perform such obligations, as applicable. Buyer Parent agrees that this guarantee constitutes a guaranty of payment when due and not of collection. Buyer Parent hereby expressly waives (to the fullest extent permitted by Law) diligence, presentment, demand of payment, protest and, to the extent that any such obligations shall become due and payable or permitted by Law, all notices whatsoever (except as otherwise required to be performed; providedprovided to the Buyer hereunder), howeverany requirement that any Party exhaust any right, that power or remedy or proceed against the obligations of the Seller Guarantors Buyer under this Section 13.19 shall be subject Agreement or any Ancillary Agreement referred to herein, or any existence of or reliance on any representation by Parent or the limitations set forth herein and shall succeed to all rights of NewCo Confidential Treatment Requested by Outdoor Products Spinco Inc. Pursuant to 17 C.F.R. Section 200.83 hereunder. The Seller Guarantors agree Sellers that the guaranty set forth in this Section 13.19 is might otherwise constitute a present and continuing guaranty of payment and not of collectabilitydefense available to, and that Acquiror shall not be required to prosecute collectionor discharge of, enforcement or other remedies against NewCo Buyer Parent or any other Person, guarantor or to enforce or resort to any surety (other rights or remedies hereunder, before calling on NewCo for payment or performance. The Seller Guarantors agree that if, for any reason, NewCo or such Seller than a discharge of which the applicable Seller Guarantor is a beneficiary shall fail or be unable to pay or perform, punctually and fully, any of the Obligations, the Seller Guarantor shall, with respect to NewCo, and such Seller Guarantor, Buyer Parent as guarantor with respect to the payment obligations set forth in Section 2.3(a)(A) as a result of payment of any such payment obligations in accordance with their terms or as a result of defenses to the payment of any such payment obligations that would be available under this Agreement or any Ancillary Agreement to the Buyer and such legal or equitable defenses that are available to the Buyer under the terms of this Agreement or applicable SellerLaw with respect to the Guaranteed Obligations (other than, pay in any event, legal or perform such Obligations equitable defenses relating to Acquiror in full immediately upon demand. The Seller Guarantors agree that the obligations insolvency, bankruptcy, dissolution, liquidation or reorganization of the Seller Guarantors pursuant Buyer)). Buyer Parent has and will have at the Closing the financial capability to perform its obligations under this Section 13.19 shall be primary obligations, shall not be subject to any counterclaim, set-off, abatement, deferment or defense based upon any claim that the Seller Guarantors may have against Acquiror or any other Person10.15 when due, and shall remain in full force and effect without regard toBuyer Parent understands that, and shall under the terms of this Agreement, Buyer Parent’s obligations hereunder are not be released, discharged or affected in any way contingent or otherwise subject to (x) the consummation by Buyer Parent or any circumstance of its Affiliates of any financing arrangements, (y) Buyer Parent or condition any of its Affiliates obtaining any financing or (whether z) the availability of any financing to Buyer Parent or not any of its Affiliates. Notwithstanding anything to the Seller Guarantors contrary herein, in the event that the Buyer Parent is obligated to pay and perform the Guaranteed Obligations, it shall have all of the rights, remedies and defenses (other than, in any knowledge thereofevent, legal or equitable defenses relating to the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Buyer). [SIGNATURE PAGE NEXT] Confidential Treatment Requested by Outdoor Products Spinco Inc. Pursuant to 17 C.F.R. Section 200.83, but no additional rights, remedies or defenses, of the Buyer as if it were originally named as a Buyer under this Agreement and the Ancillary Agreements.

Limited Guarantee. As a condition and material inducement to the willingness of Acquiror to enter into this Agreement and the other Acquiror Ancillary Agreements, (a) the Seller Guarantors The Limited Guarantor hereby (jointly and severally) absolutely, unconditionally and irrevocably guarantee guarantees (the "Limited Guarantee") to Acquiror the payment Company the prompt performance by HSB, SPS and performance any Affiliate Successor Servicer of all their respective duties to deposit to the relevant Account and/or pay over to the Company Collections actually received and processed by them as and when required by the terms of the payment or other obligations of NewCo to Acquiror in this Agreement and (b) each Seller Guarantor (on a several and not joint basis) absolutely, unconditionally and irrevocably guarantee to Acquiror the payment and performance of all of the payment or other obligations of such Seller of which such Seller Guarantor is a beneficiary to Acquiror in this Agreement (collectively the “Obligations”"Guaranteed Obligation"). The Guaranteed Obligation shall include performance by HSB, SPS or any Affiliate Successor Servicer of their respective duties to deposit or pay over Collections actually received and processed by them, but not deposited or paid over in each caseaccordance with the terms of this Agreement on the grounds that a court in connection with insolvency proceedings with respect to any of them has determined that such funds were commingled with other funds held or owned by them. Except as set forth in the preceding sentence with respect to commingled funds, when it shall be expressly understood and agreed that the Guaranteed Obligation shall not include performance by HSB, SPS or any Affiliate Successor Servicer of their respective duties to the extent deposit or pay over Collections received and processed by them that any such obligations shall become due and payable or were required to be performed; provided, however, paid over to any Person by the IRS or the Pension Benefit Guaranty Corporation ("PBGC") with a claim to such Collections superior to that the obligations of the Seller Guarantors Company. The Limited Guarantor hereby agrees to make any such payment to the Agent by 11:00 a.m., New York City time, on the Remittance Date by wire transfer of immediately available funds to the Agent's Account. The Limited Guarantor further agrees to pay any and all reasonable expenses (including, without limitation, all reasonable fees and expenses of counsel) which may be paid or incurred by the Company or the Agent in enforcing, or obtaining advice of counsel in respect of, any of their rights under this Section 13.19 shall be subject to the limitations set forth herein and shall succeed to all rights of NewCo Confidential Treatment Requested by Outdoor Products Spinco Inc. Pursuant to 17 C.F.R. Section 200.83 hereunder9.1. The Seller Guarantors agree that the guaranty set forth in this Section 13.19 is a present and continuing guaranty of payment and not of collectability, and that Acquiror shall not be required to prosecute collection, enforcement or other remedies against NewCo or any other Person, or to enforce or resort to any other rights or remedies hereunder, before calling on NewCo for payment or performance. The Seller Guarantors agree that if, for any reason, NewCo or such Seller of which the applicable Seller Guarantor is a beneficiary shall fail or be unable to pay or perform, punctually and fully, any of the Obligations, the Seller Guarantor shall, with respect to NewCo, and such Seller Guarantor, with respect to the applicable Seller, pay or perform such Obligations to Acquiror in full immediately upon demand. The Seller Guarantors agree that the obligations of the Seller Guarantors pursuant to this Section 13.19 shall be primary obligations, shall not be subject to any counterclaim, set-off, abatement, deferment or defense based upon any claim that the Seller Guarantors may have against Acquiror or any other Person, and Limited Guarantee shall remain in full force and effect until the Net Certificate Amount has been reduced to zero and all other amounts due to the Company or the Agent have been paid in full. (b) The Limited Guarantor waives any and all notice of the creation, renewal, extension or accrual of the Guaranteed Obligation and notice of or proof of reliance by the Company or the Agent upon the Limited Guarantee or acceptance of the Limited Guarantee; the Guaranteed Obligation shall conclusively be deemed to have been contracted or incurred in reliance upon the Limited Guarantee; and all dealings between HSB, SPS, any Affiliate Successor Servicer and the Limited Guarantor, on the one hand, and the Company and the Agent, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon the Limited Guarantee. Except as provided in subsection (a) above, the Limited Guarantor waives diligence, protest, demand for payment and notice of default or nonpayment to or upon the Limited Guarantor with respect to the Guaranteed Obligation. The Limited Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (i) the validity or enforceability of any provision of this Agreement or any collateral security therefor or right of offset with respect thereto at any time or from time to time held by the Company, the Agent, Societe Generale or any Bank, (ii) any defense, set off, counterclaim (other than a defense of payment) which may at any time be available to or be asserted by HSB, SPS or any Affiliate Successor Servicer against the Company or the Agent or (iii) any circumstances whatsoever (with or without notice to or knowledge of HSB, SPS, any Affiliate Successor Servicer or the Limited Guarantor) which constitutes or might be construed to constitute, an equitable or legal discharge of HSB, SPS or any Affiliate Successor Servicer for the Guaranteed Obligation, or of the Limited Guarantee, in bankruptcy or in any other instance. When the Company or the Agent on behalf of the Company is pursuing the Company's rights and remedies under the Limited Guarantee against the Limited Guarantor, the Agent or the Company may, but shall be under no obligation to, pursue such rights or remedies as it may have against HSB, SPS or any Affiliate Successor Servicer or any other Person or against any collateral security therefor or any right of offset with respect thereto and any failure by the Agent, the Company, Societe Generale or any Bank to pursue such other rights or remedies or to collect any payments from HSB, SPS or any Affiliate Successor Servicer or any such other Person or to realize upon any such collateral security or to exercise any such right of offset, or any release of HSB, SPS, or any Affiliate Successor Servicer or any such other Person or any such collateral security or right of offset, shall not relieve the Limited Guarantor of any liability under the Limited Guarantee, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Company and the Agent against the Limited Guarantor. (c) The Limited Guarantee shall continue to be releasedeffective, discharged or affected be reinstated, as the case may be, if at any time payment, or any part thereof, of the Guaranteed Obligation is rescinded or must otherwise be restored or returned by the Company or the Agent upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of HSB, SPS or any Affiliate Successor Servicer or upon or as a result of the appointment of a receiver, intervenor or conservator or, trustee or similar officer for, HSB, SPS or any Affiliate Successor Servicer or any substantial part of its property, or otherwise, all as though such payment had not been made. (d) No failure on the part of the Agent or the Company to exercise, and no delay in exercising, any way right under the Limited Guarantee shall operate as a waiver thereof; nor shall any single or partial exercise of any right under the Limited Guarantee preclude any other or further exercise thereof or the exercise of any other right. The rights and remedies provided in this Article IX are cumulative and not exclusive of any rights or remedies provided by any circumstance or condition (whether or not the Seller Guarantors shall have any knowledge thereof)law. [SIGNATURE PAGE NEXT] Confidential Treatment Requested by Outdoor Products Spinco Inc. Pursuant to 17 C.F.R. ARTICLE X THE AGENT Section 200.8310.1

Limited Guarantee. As a condition and material inducement Subject to the willingness of Acquiror to enter into this Agreement terms and conditions hereof, the other Acquiror Ancillary AgreementsGuarantors, in accordance with their respective Pro Rata Percentages (a) the Seller Guarantors as hereinafter defined), hereby (jointly and severally) absolutely, irrevocably and unconditionally and irrevocably guarantee to Acquiror the Company, the due, punctual and complete observance, performance, payment and performance discharge of all Parent’s obligation to pay the Parent Termination Fee pursuant to the terms and conditions of Section 8.5 of the payment or other obligations of NewCo to Acquiror in this Agreement and (b) each Seller Guarantor (on a several and not joint basis) absolutely, unconditionally and irrevocably guarantee to Acquiror the payment and performance of all of the payment or other obligations of such Seller of which such Seller Guarantor is a beneficiary to Acquiror in this Merger Agreement (collectively the “ObligationsGuaranteed Obligation”), in each case, when and ) solely to the extent that any such obligations shall become Parent Termination Fee is determined by a court of competent jurisdiction to be due and payable or required by Parent pursuant to be performedthe terms and conditions of the Merger Agreement; provided, howeverthat this Limited Guarantee will expire and will have no further force or effect, and the Company and its Affiliates will have no rights hereunder, upon termination of the obligations and liabilities of the Guarantors hereunder in accordance with Section 6 hereof. The Company hereby agrees that the Guarantors shall in no event collectively be required to pay more than the Guaranteed Obligation (or, in the case of each Guarantor, its Pro Rata Percentage of the Guaranteed Obligation) or make any payment (other than payment of the Guaranteed Obligation) pursuant to this Limited Guarantee (with it being understood and agreed that, in circumstances where the Parent Termination Fee is owed by Parent, Parent shall have no other payment obligations to the Company and this Limited Guarantee shall be construed accordingly), that no Guarantor or Guarantor Affiliate (as hereinafter defined) shall have any obligation or liability to any Person relating to, arising out of or in connection with, this Limited Guarantee (other than for the obligations of the Seller Guarantors under this Section 13.19 shall be subject to the limitations set forth herein and shall succeed to all rights of NewCo Confidential Treatment Requested by Outdoor Products Spinco Inc. Pursuant to 17 C.F.R. Section 200.83 hereunder. The Seller Guarantors agree that the guaranty set forth in this Section 13.19 is a present and continuing guaranty of payment and not of collectabilityGuaranteed Obligation), and that Acquiror shall this Limited Guarantee may not be required enforced against the Guarantors without giving effect to prosecute collection, enforcement or other remedies against NewCo or any other Person, or to enforce or resort to any other rights or remedies hereunder, before calling on NewCo for payment or performance. The Seller Guarantors agree these limitations (with it being understood and agreed that if, for any reason, NewCo or such Seller limitations are an integral part of which the applicable Seller each Guarantor is a beneficiary shall fail or be unable to pay or perform, punctually executing and fully, any of the Obligations, the Seller delivering this Limited Guarantee and no Guarantor shall, with respect to NewCo, and would have delivered this Limited Guarantee if such Seller Guarantor, with respect to the applicable Seller, pay or perform such Obligations to Acquiror in full immediately upon demand. The Seller Guarantors agree that the obligations of the Seller Guarantors pursuant to this Section 13.19 shall be primary obligations, shall limitations were not be subject to any counterclaim, set-off, abatement, deferment or defense based upon any claim that the Seller Guarantors may have against Acquiror or any other Person, and shall remain in given full force and effect without regard to, and shall not be released, discharged or affected in any way by any circumstance or condition (whether or not the Seller Guarantors shall have any knowledge thereofeffect). [SIGNATURE PAGE NEXT] Confidential Treatment Requested by Outdoor Products Spinco Inc. Pursuant to 17 C.F.R. Section 200.83For the avoidance of doubt, in no event will the maximum amount of the Guaranteed Obligation exceed $29,400,000 in the aggregate. All payments hereunder shall be made in lawful money of the United States, in immediately available funds.

Limited Guarantee. As a condition Each Guarantor hereby unconditionally, absolutely and material inducement to the willingness of Acquiror to enter into this Agreement and the other Acquiror Ancillary Agreementsirrevocably guarantees, (a) the Seller Guarantors hereby (jointly and severally) absolutely, unconditionally to the Guaranteed Party, on the terms and irrevocably guarantee to Acquiror conditions set forth herein, the payment due and punctual observance, performance and discharge of all that portion of the payment or other obligations of NewCo Parent to Acquiror in this pay (i) the Parent Termination Fee, if and when due, pursuant to Section 9.4(d) of the Merger Agreement, (ii) any additional amounts that may be payable by Parent pursuant to Section 9.4(e) of the Merger Agreement, (iii) any reimbursement of expense or indemnification of the Company that Parent may be obligated to provide pursuant to Section 7.9(b) of the Merger Agreement and (biv) each Seller Guarantor any amount that may be payable by Parent or Merger Sub as monetary damages resulting from fraud (on as determined by the final and nonappealable judgment of a several and not joint basiscourt of law) absolutely, unconditionally and irrevocably guarantee pursuant to Acquiror the payment and performance of all Section 9.3(b) of the payment or other obligations of such Seller of which such Seller Guarantor is a beneficiary to Acquiror in this Merger Agreement (collectively collectively, and together with any amount payable pursuant to Section 20 of this Limited Guarantee, the “Guaranteed Obligations”). In furtherance of the foregoing, the Guarantors acknowledge that their aggregate liabilities hereunder shall extend to the full amount of the Guaranteed Obligations and that the Guaranteed Party may, in each caseits sole discretion, when bring and to prosecute a separate action or actions against any Guarantors for the extent that any such obligations shall become due and payable or required to be performed; provided, however, that the obligations full amount of the Seller Guarantors under this Section 13.19 shall be subject to the limitations set forth herein and shall succeed to all rights Guaranteed Obligations, regardless of NewCo Confidential Treatment Requested by Outdoor Products Spinco Inc. Pursuant to 17 C.F.R. Section 200.83 hereunder. The Seller Guarantors agree that the guaranty set forth in this Section 13.19 whether action is a present and continuing guaranty of payment and not of collectability, and that Acquiror shall not be required to prosecute collection, enforcement or other remedies brought against NewCo Parent or any other Person, or to enforce or resort to any other rights or remedies hereunder, before calling on NewCo for payment or performance. The Seller Guarantors agree that if, for any reason, NewCo or such Seller of which the applicable Seller Guarantor is a beneficiary shall fail or be unable to pay or perform, punctually and fully, any of the Obligations, the Seller Guarantor shall, with respect to NewCo, and such Seller Guarantor, Person liable with respect to the applicable Seller, pay Guaranteed Obligations or perform such Obligations to Acquiror in full immediately upon demand. The Seller Guarantors agree that the obligations of the Seller Guarantors pursuant to this Section 13.19 shall be primary obligations, shall not be subject to any counterclaim, set-off, abatement, deferment or defense based upon any claim that the Seller Guarantors may have against Acquiror whether Parent or any other PersonPerson is joined in any such actions or actions. Notwithstanding anything to the contrary herein, the Guarantors’ sole obligation with respect to the Merger Agreement and shall remain in full force this Limited Guarantee is to guarantee the payment when due of the Guaranteed Obligations and effect without regard to, and the aggregate liability of the Guarantors under this Limited Guarantee shall not be released, discharged or affected in any way by any circumstance or condition (whether or not exceed the Seller Guarantors shall have any knowledge thereof). [SIGNATURE PAGE NEXT] Confidential Treatment Requested by Outdoor Products Spinco Inc. Pursuant to 17 C.F.R. Section 200.83Guaranteed Obligations.

Limited Guarantee. As a condition and material inducement to the willingness of Acquiror to enter into this Agreement and the other Acquiror Ancillary Agreements, (a) the Seller Guarantors hereby (jointly and severally) Parent absolutely, unconditionally and irrevocably guarantee agrees to Acquiror the payment take any and performance of all actions necessary to cause Perrigo to perform all of its covenants, agreements and obligations under this Purchase and Sale Agreement, the payment or other obligations of NewCo to Acquiror in this Agreement Transaction Documents and (b) each Seller Guarantor (on a several and not joint basis) the Original Asset Purchase Agreement. Further, Parent absolutely, unconditionally and irrevocably guarantees, in accordance with and subject the terms of this Purchase and Sale Agreement, as primary obligor and not merely as surety, to Buyer, the due, punctual and complete discharge in immediately available funds of Xxxxxxx'x payment obligations under Section 8.1(a), if and when such obligations become payable under the terms of, and subject to any applicable limitations contained in, this Purchase and Sale Agreement. Buyer shall not be obligated to file any claim relating to the guarantee in this Section 8.8 in the event that Perrigo becomes subject to Acquiror a bankruptcy, reorganization or similar proceeding, and the failure of Buyer to so file shall not affect the Parent's obligations under this Section 8.8. The guarantee in this Section 8.8 is a guarantee of payment and performance of all of the payment or other obligations of such Seller of which such Seller Guarantor is a beneficiary to Acquiror in this Agreement (collectively the “Obligations”), in each case, when and to the extent that any such obligations shall become due and payable or required to be performed; provided, however, that the obligations of the Seller Guarantors under this Section 13.19 shall be subject to the limitations set forth herein a continuing and shall succeed to all rights of NewCo Confidential Treatment Requested irrevocable guaranty by Outdoor Products Spinco Inc. Pursuant to 17 C.F.R. Section 200.83 hereunder. The Seller Guarantors agree that the guaranty set forth in this Section 13.19 is a present and continuing guaranty of payment and not of collectability, and that Acquiror shall not be required to prosecute collection, enforcement or other remedies against NewCo or any other Person, or to enforce or resort to any other rights or remedies hereunder, before calling on NewCo for payment or performance. The Seller Guarantors agree that if, for any reason, NewCo or such Seller of which the applicable Seller Guarantor is a beneficiary shall fail or be unable to pay or perform, punctually and fully, any of the Obligations, the Seller Guarantor shall, with respect to NewCo, and such Seller Guarantor, with respect to the applicable Seller, pay or perform such Obligations to Acquiror in full immediately upon demand. The Seller Guarantors agree that the obligations of the Seller Guarantors pursuant to this Section 13.19 shall be primary obligations, shall not be subject to any counterclaim, set-off, abatement, deferment or defense based upon any claim that the Seller Guarantors may have against Acquiror or any other Person, Parent and shall remain in full force and effect without regard tountil all covenants, agreements and shall not obligations of Perrigo expire under this Purchase and Sale Agreement. Parent hereby waives diligence, presentment, demand of payment, demand of performance, filing of any claim, any right to require any proceeding first against Perrigo, protest, notice of any kind (except for any such notices required to be released, discharged provided to Perrigo or affected Parent in accordance with this Purchase and Sale Agreement) and all demands whatsoever in connection with the performance of its obligations set forth in this Section 8.8 (other than (i) fraud or willful and material breach by Buyer or any way by any circumstance of its Subsidiaries or condition Affiliates and (whether or not the Seller Guarantors shall have any knowledge thereofii) defenses that are available to Perrigo (except for defenses arising under applicable bankruptcy and insolvency law). [SIGNATURE PAGE NEXT] Confidential Treatment Requested by Outdoor Products Spinco Inc. Pursuant to 17 C.F.R. Section 200.83).

Limited Guarantee. As a condition and material inducement to To induce the willingness of Acquiror Guaranteed Party to enter into this an Agreement and the other Acquiror Ancillary AgreementsPlan of Merger, dated as of June 26, 2006, (a) as amended, amended and restated, supplemented or otherwise modified from time to time, the Seller Guarantors “Merger Agreement”), by and between Umbrella Holdings, LLC, a Delaware limited liability company in which the Guarantor proposes to invest (“Buyer”), Umbrella Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of Buyer (“Acquisition Sub”), and the Guaranteed Party, pursuant to which Acquisition Sub will merge with and into the Guaranteed Party, the Guarantor hereby (jointly and severally) absolutely, unconditionally and irrevocably guarantee guarantees to Acquiror the Guaranteed Party, the due, punctual and complete payment and performance of all [ ]% of the payment or other Buyer Termination Fee and Buyer’s obligations of NewCo to Acquiror in this Agreement and (b) each Seller Guarantor (on a several and not joint basis) absolutely, unconditionally and irrevocably guarantee to Acquiror the payment and performance of all for intentional breach of the payment Merger Agreement or other obligations fraud not to exceed [ ]% of such Seller of which such Seller Guarantor is a beneficiary to Acquiror in this Agreement the Intentional Breach Damages Cap (collectively the “Obligations”), in each case, when and to the extent that any such obligations shall become due and payable or required to be performed; provided, however, that the obligations maximum aggregate liability of the Seller Guarantors under this Guarantor hereunder shall not exceed (a) U.S.$ [ ] in the event of fraud or intentional breach by Buyer; (b) U.S.$ [ ] in the event that Buyer’s obligation to pay the Buyer Termination Fee arises pursuant to Section 13.19 shall be subject 8.2(b)(i) of the Merger Agreement; or (c) U.S.$ [ ] in the event that Buyer’s obligation to pay the limitations set forth herein Buyer Termination Fee arises pursuant to Section 8.2(b)(ii) of the Merger Agreement (in each such case, the “Maximum Amount”), it being understood and shall succeed to all rights of NewCo Confidential Treatment Requested by Outdoor Products Spinco Inc. Pursuant to 17 C.F.R. Section 200.83 hereunder. The Seller Guarantors agree agreed that the guaranty set forth amounts the Guarantor may be obligated to pay in this Section 13.19 the circumstances referred to in clauses (a), (b) and (c) is not a present cumulative amount and continuing guaranty of payment and not of collectability, and that Acquiror Guarantor shall not be required to prosecute collectionpay more than one such amount described in clauses (a), enforcement (b) or other remedies against NewCo or (c). The Guaranteed Party hereby agrees that (i) in no event shall the Guarantor, be required to pay to any other Personperson under, in respect of, or to enforce in connection with this Limited Guarantee more than the applicable Maximum Amount and (ii) the Guarantor shall not have any obligation or resort liability to any other rights or remedies hereunder, before calling on NewCo for payment or performance. The Seller Guarantors agree that if, for any reason, NewCo or such Seller of which the applicable Seller Guarantor is a beneficiary shall fail or be unable to pay or perform, punctually and fully, any of the Obligations, the Seller Guarantor shall, with respect to NewCo, and such Seller Guarantor, with respect to the applicable Seller, pay or perform such Obligations to Acquiror in full immediately upon demand. The Seller Guarantors agree that the obligations of the Seller Guarantors pursuant to this Section 13.19 shall be primary obligations, shall not be subject to any counterclaim, set-off, abatement, deferment or defense based upon any claim that the Seller Guarantors may have against Acquiror or any other Person, and shall remain in full force and effect without regard person relating to, and shall not be releasedarising out of or in connection with, discharged or affected in any way by any circumstance or condition (whether or not the Seller Guarantors shall have any knowledge thereof). [SIGNATURE PAGE NEXT] Confidential Treatment Requested by Outdoor Products Spinco Inc. Pursuant to 17 C.F.R. Section 200.83this Limited Guarantee other than as expressly set forth herein.

Limited Guarantee. As a condition and material inducement to To induce the willingness of Acquiror Guaranteed Party to enter into the Merger Agreement, the Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally agrees to be responsible for and guarantee the due and punctual performance by Parent and Merger Sub of, and to cause Parent and Merger Sub to perform, all of their obligations under the Merger Agreement that are to be performed by Parent or Merger Sub on or prior to the Effective Time (the "Obligations"), provided that the maximum aggregate liability of Guarantor hereunder shall not in any event exceed the amount of the Parent Termination Fee (the "Cap"), it being understood that in no event shall this Agreement Limited Guarantee be enforced without giving effect to the Cap. In addition to the Guaranteed Party's other rights under this Limited Guarantee and the other Acquiror Ancillary AgreementsMerger Agreement, if Parent becomes obligated to pay the Parent Termination Fee and does not do so in full within the time provided in the Merger Agreement, Guarantor will pay the Parent Termination Fee within five Business Days after the date Parent should have paid the Parent Termination Fee. The obligation of Guarantor pursuant to this Limited Guarantee shall terminate and be of no further force or effect immediately upon the earlier of (ai) the Seller Guarantors hereby Effective Time and (jointly and severallyii) absolutely, unconditionally and irrevocably guarantee to Acquiror the payment and performance of all three (3) months following any termination of the Merger Agreement; provided that this Limited Guarantee shall not so terminate as to any claim for which notice has been given to Guarantor (which notice shall be deemed given upon notice to Parent and Merger Sub pursuant to the Merger Agreement) prior to termination of Guarantor’s obligation pursuant to this Limited Guarantee until final resolution and payment or other in full of such claim. All payments hereunder shall be made in lawful money of the United States, in immediately available funds. The obligations of NewCo to Acquiror in this Agreement and (b) each Seller the Guarantor (on a several hereunder are those of primary obligor, and not joint basis) absolutelymerely as surety, unconditionally and irrevocably guarantee to Acquiror the payment and performance of all are independent of the payment or other Obligations and the obligations of such Seller of which such Seller any other guarantor, and a separate action may be brought against the Guarantor to enforce this Limited Guarantee whether or not any other Person is joined as a beneficiary to Acquiror in this Agreement (collectively the “Obligations”), in each case, when and party thereto. Notwithstanding anything to the extent that contrary set forth herein, the Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder if the Guarantor fails or refuses to make any such obligations shall become payment to the Guaranteed Party hereunder when due and payable or and it is judicially determined that the Guarantor is required to be performed; provided, however, that the obligations of the Seller Guarantors under this Section 13.19 shall be subject to the limitations set forth herein and shall succeed to all rights of NewCo Confidential Treatment Requested by Outdoor Products Spinco Inc. Pursuant to 17 C.F.R. Section 200.83 make such payment hereunder. The Seller Guarantors agree that the guaranty set forth in this Section 13.19 is a present and continuing guaranty of payment and not of collectability, and that Acquiror shall not be required to prosecute collection, enforcement or other remedies against NewCo or any other Person, or to enforce or resort to any other rights or remedies hereunder, before calling on NewCo for payment or performance. The Seller Guarantors agree that if, for any reason, NewCo or such Seller of which the applicable Seller Guarantor is a beneficiary shall fail or be unable to pay or perform, punctually and fully, any of the Obligations, the Seller Guarantor shall, with respect to NewCo, and such Seller Guarantor, with respect to the applicable Seller, pay or perform such Obligations to Acquiror in full immediately upon demand. The Seller Guarantors agree that the obligations of the Seller Guarantors pursuant to this Section 13.19 shall be primary obligations, shall not be subject to any counterclaim, set-off, abatement, deferment or defense based upon any claim that the Seller Guarantors may have against Acquiror or any other Person, and shall remain in full force and effect without regard to, and shall not be released, discharged or affected in any way by any circumstance or condition (whether or not the Seller Guarantors shall have any knowledge thereof). [SIGNATURE PAGE NEXT] Confidential Treatment Requested by Outdoor Products Spinco Inc. Pursuant to 17 C.F.R. Section 200.83.

Limited Guarantee. As a condition and material inducement to the willingness of Acquiror to enter into this Agreement and the other Acquiror Ancillary Agreements, (a) the Seller Guarantors Parent hereby (jointly and severally) absolutely, unconditionally and irrevocably guarantee guarantees to Acquiror the payment Sellers the due, punctual and faithful performance of all by the Buyer of the payment or Buyer’s obligations set forth in [REDACTED] and, until the consummation of the Closing, any other obligations obligation of NewCo to Acquiror in Buyer under this Agreement and that is to be performed prior to or on the Closing Date (b) each Seller Guarantor (on a several and not joint basis) absolutely, unconditionally and irrevocably guarantee to Acquiror the payment and performance of all of the payment or other obligations of such Seller of which such Seller Guarantor is a beneficiary to Acquiror in this Agreement (collectively the “Obligations”), in if, as and when due. Further, each caseSeller hereby agrees that, when and to the extent that the Buyer is relieved of all or any such obligations shall become due and payable or required to be performed; provided, however, that the obligations portion of the Obligations by the satisfaction thereof, pursuant to any agreement with any Seller, the Seller Guarantors under this Section 13.19 Representative or otherwise, Parent shall be subject equivalently relieved of such Obligations. If the Buyer fails to the limitations set forth herein and shall succeed to all rights of NewCo Confidential Treatment Requested by Outdoor Products Spinco Inc. Pursuant to 17 C.F.R. Section 200.83 hereunder. The Seller Guarantors agree that the guaranty set forth in this Section 13.19 is a present and continuing guaranty of payment and not of collectability, and that Acquiror shall not be required to prosecute collection, enforcement or other remedies against NewCo or any other Person, or to enforce or resort to any other rights or remedies hereunder, before calling on NewCo for payment or performance. The Seller Guarantors agree that if, for any reason, NewCo or such Seller of which the applicable Seller Guarantor is a beneficiary shall fail or be unable to pay or perform, punctually and fully, perform any of the ObligationsObligations when due, the Seller Guarantor shallRepresentative shall provide notice to Parent of such failure, with respect such notice providing reasonable details regarding the Obligations unfulfilled by the Buyer and for which performance is being sought from Parent hereunder. Such demand may be made after the time for performance of all or part of the Obligations is due, but not punctually performed by the Buyer. To the extent the Buyer fails to NewCoperform any of the Obligations when due, and such the Seller Guarantor, with respect Representative shall have no obligation to exhaust its legal recourses against Buyer prior to asserting a claim hereunder or instituting any action or proceeding against Parent. Notwithstanding anything to the applicable Sellercontrary herein, pay or perform such Obligations Parent reserves the right to Acquiror in full immediately upon demand. The Seller Guarantors agree that assert any and all defenses which the obligations Buyer may have to performance of the Seller Guarantors pursuant to this Section 13.19 shall be primary obligations, shall not be subject to any counterclaim, set-off, abatement, deferment or defense based upon any claim that the Seller Guarantors may have against Acquiror or any other Person, and shall remain in full force and effect without regard to, and shall not be released, discharged or affected in any way by any circumstance or condition (whether or not the Seller Guarantors shall have any knowledge thereof)Obligations. [SIGNATURE PAGE NEXTThe remainder of this page is intentionally blank. Signatures follow.] Confidential Treatment Requested by Outdoor Products Spinco Inc. Pursuant The parties have caused this Agreement to 17 C.F.R. Section 200.83be executed and delivered as of the date first written above. THE COMPANY: Xxxxxxxx Street Real Estate Capital LLC By: <Signed> Xxxxxxxxxxx Xxxxxxx Name: Xxxxxxxxxxx Xxxxxxx Title: Chief Executive Officer THE SELLERS: By: <Signed> Xxxxxxxxxxx Xxxxxx Xxxxxxxxxxx Xxxxxx Address: [REDACTED] By: <Signed> Xxxxxxx Xxxxxx Xxxxxxx Xxxxxx Address: [REDACTED] By: <Signed> Xxxxxxxxxxx Xxxxxxx Xxxxxxxxxxx Xxxxxxx Address: [REDACTED] By: <Signed> Xxxx Xxxxxxx Xxxx Xxxxxxx Address: [REDACTED] By: <Signed> Xxxxx Xxxxxx Xxxxx Xxxxxx Address: [REDACTED] By: <Signed> Xxx Xxxxxxx Xxx Xxxxxxx Address: [REDACTED] THE BUYER: Colliers Investment Management Holdings, LLC By: <Signed> Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: President By: <Signed> Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Secretary