Common use of FORM OF GUARANTY Clause in Contracts

FORM OF GUARANTY. GUARANTY For value received, each of the Guarantors hereby jointly and severally unconditionally Guarantees, on a senior subordinated basis, to each Holder of a Security authenticated and delivered by the Trustee, and to the Trustee on behalf of such Holder, the due and punctual payment of the principal of (and premium, if any) and interest (including Additional Sums and Additional Amounts, if any) on such Security when and as the same shall become due and payable, whether at the Stated Maturity, by acceleration, call for redemption, purchase or otherwise, in accordance with the terms of such Security and of this Indenture. In case of the failure of the Note Issuer punctually to make any such payment, each of the Guarantors hereby jointly and severally agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, purchase or otherwise, and as if such payment were made by the Note Issuer. The Guarantee extends to the Note Issuer's repurchase obligations arising from a Change of Control or an Asset Disposition pursuant to the Indenture. Each of the Guarantors hereby jointly and severally agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of such Security or this Indenture, the absence of any action to enforce the same, any exchange, release or non-perfection of any Lien on any collateral for, or any release or amendment or waiver of any term of any other Guarantee of, or any consent to departure from any requirement of any other Guarantee of all or any of the Securities, the election by the Trustee or any of the Holders in any proceeding under Chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code") of the application of Section 1111(b)(2) of the Bankruptcy Code, or equivalent provision under applicable law, any borrowing or grant of a security interest by the Note Issuer, as debtor-in-possession, under Section 364 of the Bankruptcy Code, or equivalent provision under applicable law, the disallowance, under Section 502 of the Bankruptcy Code, or other similar applicable law, of all or any portion of the claims of the Trustee or any of the Holders for payment of any of the Securities, any waiver or consent by the Holder of such Security or by the Trustee with respect to any provisions thereof or of the Indenture, the obtaining of any judgment against the Note Issuer or any action to enforce the same or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each of the Guarantors hereby waives the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other

FORM OF GUARANTY. GUARANTY For value receivedIN ORDER TO induce the investors (the “Holders”) to lend money to Ecosphere Technologies, each Inc. (the “Debtor”) under that certain Secured Line of Credit Agreement (the Guarantors hereby jointly and severally unconditionally Guarantees“Agreement”) dated December 28, on a senior subordinated basis, to each Holder 2007 in the amount of a Security authenticated and delivered by the Trustee, and to the Trustee on behalf of such Holder$665,000, the due and punctual undersigned (the “Guarantor”) agrees to, without deduction by reason of set-off, defense or counterclaim, unconditionally guaranty the payment of the principal Notes to be issued under the Agreement, a copy of (which is annexed hereto as Exhibit A and premiumany and all renewals, continuations, modifications, supplements and amendments thereof. Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Agreement. The Guarantor hereby waives notice of acceptance hereof and all notices and demands of any kind to which it may be entitled, including without limitation all demands of payment on, and notice of non-payment, protest and dishonor to it of the Debtor. The Guarantor further waives notice of and hereby consents to any agreement or arrangement whatever with the Holders or anyone else, including without limitation agreements and arrangements for payment extensions, subordination, composition, arrangement, discharge or release of the whole or any part of said obligations or offset indebtedness, contracts or agreements or other guarantors, or the change or surrender of any or all security, or for compromise, whether by way of acceptance or part payment or returns of subrogation, reimbursement or indemnity whatsoever. Nothing shall discharge or satisfy the Guarantor’s liability hereunder except for full performance and payment of the said obligations and indebtedness with interest. The Guarantor agrees that, if any) an Event of Default under the Agreement or Notes occurs, any and interest (including Additional Sums and Additional Amountsall of the obligations hereunder shall, if any) on such Security when and as at the same shall Holders’ option, forthwith become due and payablepayable without notice. This instrument is a continuing guarantee, which shall remain in full force and effect and shall not be terminable so long as the aforementioned Notes or any renewals, continuations, modifications, supplements and amendments thereof shall remain in force and effect. To the extent the Holders receives payment on account of the Notes guaranteed hereby, which payment is thereafter set aside or required to be repaid by the Holders in whole or in part, then, to the extent of any sum not finally retained by the Holders, regardless of whether at such sum is recovered from the Stated MaturityHolders, by acceleration, call for redemption, purchase or otherwise, in accordance with the terms of such Security and of this Indenture. In case of the failure of the Note Issuer punctually to make any such payment, each of the Guarantors hereby jointly and severally agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, purchase or otherwise, and as if such payment were made by the Note Issuer. The Guarantee extends to the Note Issuer's repurchase obligations arising from a Change of Control or an Asset Disposition pursuant to the Indenture. Each of the Guarantors hereby jointly and severally agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of such Security or this Indenture, the absence of any action to enforce the sameDebtor, any exchange, release trustees or non-perfection of any Lien on any collateral other party acting for, or any release or amendment or waiver of any term of any other Guarantee on behalf of, or any consent through the Debtor or its representatives, my obligation to departure from any requirement of any other Guarantee of all the Holders created by this Guarantee, as amended, modified or any supplemented shall remain in full force and effect (or be reinstated) until the Debtor shall have made payment to the Holders therefor to the extent required hereunder, which payment shall be due upon demand. This instrument cannot be changed or terminated orally, shall be interpreted according to the laws of the SecuritiesState of Florida shall be binding upon my successors, heirs and assigns, and shall inure to the election by the Trustee or any benefit of the Holders in any proceeding under Chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code") of the application of Section 1111(b)(2) of the Bankruptcy Code, or equivalent provision under applicable law, any borrowing or grant of a security interest by the Note Issuer, as debtor-in-possession, under Section 364 of the Bankruptcy Code, or equivalent provision under applicable law, the disallowance, under Section 502 of the Bankruptcy Code, or other similar applicable law, of all or any portion of the claims of the Trustee or any of the Holders for payment of any of the Securities, any waiver or consent by the Holder of such Security or by the Trustee with respect to any provisions thereof or of the Indenture, the obtaining of any judgment against the Note Issuer or any action to enforce the same or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each of the Guarantors hereby waives the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or otherHolders’ successor and assigns.

FORM OF GUARANTY. GUARANTY For value received[see attachment] LEASE GUARANTEE XXX STORES CORPORATION, each a Delaware corporation (“Guarantor”), whose address is 0000 Xxxxxxxx Xxxx, Xxxxxx, Xxxx 00000, as a material inducement to and in consideration of ____________________, a ____________________ (“Landlord”), entering into a written lease (“Lease”) with ____________________ (“Tenant”), dated ____________, 20___, including any amendments thereto, pursuant to which Landlord leased to Tenant, and Tenant leased from Landlord, premises located in the City of __________, State of __________, described on Exhibit A, attached hereto and made a part hereof, together with all buildings and improvements located thereon, unconditionally and absolutely guarantees and promises, to and for the benefit of Landlord, its successors and assigns, that Tenant shall perform the provisions of the Guarantors Lease that Tenant is to perform, including, but not limited to, payment of Minimum Rent and any and all other sums, charges, costs and expenses payable by Tenant, its successors and assigns, under the Lease and the full performance and observance of all of the covenants, terms, conditions and agreements therein provided to be performed and observed by Tenant, its successors and assigns. The defined terms used herein shall have the same meaning as set forth in the Lease. A separate action may be brought or prosecuted against any Guarantor whether the action is brought or prosecuted against Guarantor, Tenant, or whether Guarantor or Tenant, are joined in the action. Guarantor waives the benefit of any statute of limitations affecting Guarantor’s liability under this Guarantee. The provisions of the Lease may be changed by agreement between Landlord and Tenant, or their respective successors or assigns, at any time, or by course of conduct, without the consent of or without notice to Guarantor, including, without limitation, the rental obligations of Tenant, the Term of the Lease or the time for performance of any obligation thereunder, or the release, compromise or settlement of any Lease obligations. This Guarantee shall guarantee the performance of the Lease as changed. This Guarantee shall not be affected by Landlord’s failure or delay to enforce any of its rights or Landlord’s promptness in commencing or diligence in prosecuting suit. If Tenant defaults under the Lease, Landlord can proceed immediately against Guarantor or Tenant, or both parties collectively, without prior notice to Guarantor or Landlord can enforce against Guarantor or Tenant, or both parties collectively, any rights that it has under the Lease or pursuant to applicable laws. If the Lease terminates and Landlord has any rights it can enforce against Tenant after termination, Landlord can enforce those rights against Guarantor without giving previous notice to Tenant or Guarantor, or without making any demand on either of them. This Guarantee is a guarantee of payment and not of collection. Guarantor waives the right to require Landlord to (1) proceed against Tenant; (2) proceed against or exhaust any security that Landlord holds from Tenant; or (3) pursue any other remedy in Landlord’s power. Guarantor waives any defense by reason of any disability of Tenant, including but not limited to any limitation on the liability or obligation of Tenant under the Lease or its estate in bankruptcy or of any remedy for the enforcement thereof, resulting from the operation of any present or future provision of the National Bankruptcy Act or other statute, or from the decision of any court, and waives any other defense based on the termination of Tenant’s liability from any cause whatsoever. Until all of Tenant’s obligations to Landlord have been discharged in full, Guarantor has no right of subrogation against Tenant. Guarantor waives its rights to enforce any remedies that Landlord now has, or later may have against Tenant. Guarantor waives any right to participate in any security now or later held by Landlord. Guarantor waives all presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor and notices of acceptance of this Guarantee, and waives all notices of the existence, creation or incurring of new or additional obligations. This Guarantee shall continue to be effective, or be reinstated, as the case may be, if at any time any whole or partial payment or performance of any obligation under the Lease is or is sought to be rescinded or must otherwise be restored or returned by Landlord upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of Tenant, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for Tenant or any substantial part of Tenant’s property, or otherwise, all as though such payments and performance had not been made. If Landlord disposes of its interest in the Lease, the term “Landlord,” as used in this Guarantee, shall mean Landlord’s successors. If Landlord is required to enforce Guarantor’s obligations by legal proceedings, Guarantor shall pay to Landlord all costs incurred, including, without limitation, reasonable attorneys’ fees. Guarantor hereby jointly and severally unconditionally Guaranteeswaives trial by jury in any such legal proceedings. If any term or provision of this Guarantee, on a senior subordinated basisor the application thereof to any person or circumstance, shall, to any extent, be invalid or unenforceable, the remainder of this Guarantee, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each Holder term and provision of this Guarantee shall be valid and be enforced to the fullest extent permitted by law. No waiver by Landlord of any provision or right hereunder shall be implied from any omission by Landlord to take any action on account of Landlord’s right under such provision. Any express waiver by Landlord of any provision or right hereunder shall not act as a Security authenticated waiver of any provision or right elsewhere contained herein, and delivered by shall only act as a waiver as specifically expressed in said waiver, and only for the Trustee, time and to the Trustee extent therein stated. One or more waivers by Landlord shall not be construed as a waiver of a subsequent breach of the same provision or right. The rights and remedies given to Landlord by this Guarantee shall be deemed to be cumulative and no one of such rights and remedies shall be exclusive at law or in equity of the rights and remedies which Landlord might otherwise have by virtue of a default under this Guarantee, and the exercise of one such right or remedy by Landlord shall not impair Landlord’s standing to exercise any other rights or remedies. All the terms, provisions and agreements of this Guarantee shall be construed liberally in favor of Landlord, shall inure to the benefit of and be enforceable by Landlord, its successors and assigns, and shall be binding upon Guarantor and its successors and assigns. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of Ohio. WITNESSES AS TO GUARANTOR: GUARANTOR: XXX STORES CORPORATION, a Delaware corporation By: Print Name: Its: Print Name: STATE OF OHIO SS: COUNTY OF Personally appeared before me, the undersigned, a Notary Public, in and for said County and State, _____________________, known to me to be the ________________ of XXX STORES CORPORATION, the corporation which executed the foregoing instrument, who acknowledged that he/she did sign and seal the foregoing instrument for and on behalf of such Holdersaid corporation being thereunto duly authorized by its Board of Directors, the due and punctual payment of the principal of (and premium, if any) and interest (including Additional Sums and Additional Amounts, if any) on such Security when and as that the same shall become due is his/her free act and payabledeed and the free act and deed of said corporation. IN TESTIMONY WHEREOF, whether I have hereunto set my hand and official seal at the Stated Maturity____________________, by acceleration_____________________ this _____ day of ____________, call for redemption, purchase or otherwise, in accordance with the terms 2007. Notary Public [Add to Guarantee: Exhibit A: Description of such Security and Leased Premises] Exhibit 2.3(c) Form of this Indenture. In case of the failure of the Note Issuer punctually to make any such payment, each of the Guarantors hereby jointly and severally agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, purchase or otherwise, and as if such payment were made by the Note Issuer. The Guarantee extends to the Note Issuer's repurchase obligations arising from a Change of Control or an Asset Disposition pursuant to the Indenture. Each of the Guarantors hereby jointly and severally agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of such Security or this Indenture, the absence of any action to enforce the same, any exchange, release or non-perfection of any Lien on any collateral for, or any release or amendment or waiver of any term of any other Guarantee of, or any consent to departure from any requirement of any other Guarantee of all or any of the Securities, the election by the Trustee or any of the Holders in any proceeding under Chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code") of the application of Section 1111(b)(2) of the Bankruptcy Code, or equivalent provision under applicable law, any borrowing or grant of a security interest by the Note Issuer, as debtor-in-possession, under Section 364 of the Bankruptcy Code, or equivalent provision under applicable law, the disallowance, under Section 502 of the Bankruptcy Code, or other similar applicable law, of all or any portion of the claims of the Trustee or any of the Holders for payment of any of the Securities, any waiver or consent by the Holder of such Security or by the Trustee with respect to any provisions thereof or of the Indenture, the obtaining of any judgment against the Note Issuer or any action to enforce the same or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each of the Guarantors hereby waives the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or otherLicense Agreement [see attachment] Exhibit 3.4(a)

FORM OF GUARANTY. The Guaranty to be endorsed on the Securities shall be in substantially the form set forth below: GUARANTY For value received, each AstraZeneca PLC, an English public limited company (the “Guarantor,” which term includes any Person as a successor Guarantor under the Indenture referred to in the Security upon which this Guaranty is endorsed), hereby fully and unconditionally guarantees to the Holder of the Guarantors hereby jointly and severally unconditionally Guarantees, on a senior subordinated basis, to each Holder of a Security authenticated and delivered by the Trustee, upon which this Guaranty is endorsed and to the Trustee on behalf of each such Holder, Holder the due and punctual payment of the principal of, interest on and any additional amounts payable in respect of (such Security and premiumthe due and punctual payment of the sinking fund or analogous payments referred to therein, if any) and interest (including Additional Sums and Additional Amounts, if any) on such Security when and as the same shall become due and payable, whether at on the Stated Maturitystated maturity date, by declaration of acceleration, call for redemption, purchase redemption or otherwise, in accordance with according to the terms of such Security thereof and of this Indenturethe Indenture referred to therein. In case of the failure of AstraZeneca Finance LLC, a limited liability company organized under the Note Issuer laws of the State of Delaware (the “Issuer,” which term includes any successor Person under such Indenture), to punctually to make any such payment of principal, interest or additional amounts or any such sinking fund or analogous payment, each of the Guarantors Guarantor hereby jointly and severally agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at on the Stated Maturity stated maturity date or by declaration of acceleration, call for redemption, purchase redemption or otherwise, and as if such payment were made by the Note Issuer. The Guarantee extends to the Note Issuer's repurchase obligations arising from a Change of Control or an Asset Disposition pursuant to the Indenture. Each indebtedness evidenced by this Guaranty ranks equally and pari passu with all other unsecured and unsubordinated indebtedness of the Guarantors Guarantor. The Guarantor hereby jointly and severally agrees that its obligations hereunder shall be absolute and unconditional, irrespective of the validityof, regularity and shall be unaffected by, any invalidity, irregularity or enforceability unenforceability of such Security or this such Indenture, the absence of any action failure to enforce the same, any exchange, release provisions of such Security or non-perfection of any Lien on any collateral forsuch Indenture, or any release waiver, modification or amendment or waiver of any term of any other Guarantee ofindulgence granted to the Issuer with respect thereto, or any consent to departure from any requirement of any other Guarantee of all or any of the Securities, the election by the Trustee or any of the Holders in any proceeding under Chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code") of the application of Section 1111(b)(2) of the Bankruptcy Code, or equivalent provision under applicable law, any borrowing or grant of a security interest by the Note Issuer, as debtor-in-possession, under Section 364 of the Bankruptcy Code, or equivalent provision under applicable law, the disallowance, under Section 502 of the Bankruptcy Code, or other similar applicable law, of all or any portion of the claims of the Trustee or any of the Holders for payment of any of the Securities, any waiver or consent by the Holder of such Security or by the Trustee with respect to any provisions thereof or of the Indenture, the obtaining of any judgment against the Note Issuer or any action to enforce the same or any other circumstances which might circumstance that may otherwise constitute a legal or equitable discharge or defense of a guarantor. Each of the Guarantors The Guarantor hereby waives the benefits of diligence, presentment, demand for of payment, filing of claims with a court in the event of a merger or bankruptcy of the Issuer, any requirement right to require a proceeding first against the Issuer, protest or notice with respect to such Security or the indebtedness evidenced thereby or with respect to any sinking fund or analogous payment required under such Security and all demands whatsoever, and covenants that this Guaranty will not be discharged except by payment in full of the principal of, interest on and additional amounts payable in respect of such Security. This Guaranty is a guarantee of payment and not of collection. The Guarantor shall be subrogated to all rights of the Holder of such Security and the Trustee against the Issuer in respect of any amounts paid to such Holder by the Guarantor pursuant to the provisions of this Guaranty; provided, however, that the Trustee Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon such right of subrogation until the principal of, interest on and additional amounts payable in respect of all Securities of the Holders protectsame series issued under such Indenture shall have been paid in full. No reference herein to such Indenture and no provision of such Indenture shall alter or impair the guarantees of the Guarantor, securewhich are absolute and unconditional, perfect of the due and punctual payment of the principal of, interest on and additional amounts payable in respect of, and any sinking fund or insure analogous payments with respect to, the Security upon which this Guaranty is endorsed. This Guaranty shall not be valid or obligatory for any security interest purpose until the certificate of authentication of such Security shall have been executed by manual or pdf or other electronic image scan signature of the Trustee created on an electronic platform (such as DocuSign) or by digital signing (such as Adobe Sign) by or on behalf of the Trustee under such Indenture. All terms used in or otherthis Guaranty that are defined in such Indenture shall have the meanings assigned to them in such Indenture. This Guaranty shall be governed by and construed in accordance with the laws of the State of New York.

FORM OF GUARANTY. GUARANTY For value received, each of the Guarantors hereby jointly and severally unconditionally Guarantees, on a senior subordinated basis, to each Holder of a Security authenticated and delivered by the TrusteeFOR VALUE RECEIVED, and to the Trustee on behalf of such Holder, the due and punctual payment of the principal of (and premium, if any) and interest (including Additional Sums and Additional Amounts, if any) on such Security when and as the same shall become due and payable, whether at the Stated Maturity, by acceleration, call for redemption, purchase or otherwise, in accordance with the terms of such Security and of this Indenture. In case of the failure of the Note Issuer punctually to make any such payment, each of the Guarantors hereby jointly and severally agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, purchase or otherwiseconsideration for, and as if such payment were made an inducement to 000 XXXXX XXXXXX, LLC (the “Landlord”) to make that certain lease (the “Lease”) dated as of October , 2010 with SILVER BRIDGE ADVISORS LLC (“Tenant”), the undersigned, XXXXXX XXXXXX XXXXXXXXX XXXX AND XXXX LLP (“Guarantor”), a Delaware limited liability partnership with an address of 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx, unconditionally guarantees the full performance and observance of all the covenants, conditions and agreements therein provided to be performed and observed by Tenant under the Note IssuerLease(collectively, the “Guaranteed Obligations”). The Guarantee extends to Guarantor expressly agrees that the Note Issuer's repurchase validity of this agreement and the obligations arising from a Change of Control Guarantor hereunder shall in no wise be terminated, affected or an Asset Disposition pursuant to the Indenture. Each impaired by reason of the Guarantors hereby jointly and severally agrees that its obligations hereunder shall be unconditional, irrespective granting by Landlord of any indulgences to Tenant or by reason of the validity, regularity or enforceability of such Security or this Indenture, the absence of any action to enforce the same, any exchange, release or non-perfection of any Lien on any collateral for, or any release or amendment or waiver of any term of any other Guarantee of, or any consent to departure from any requirement of any other Guarantee of all or any of the Securities, the election assertion by the Trustee or any of the Holders in any proceeding under Chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code") of the application of Section 1111(b)(2) of the Bankruptcy Code, or equivalent provision under applicable law, any borrowing or grant of a security interest by the Note Issuer, as debtor-in-possession, under Section 364 of the Bankruptcy Code, or equivalent provision under applicable law, the disallowance, under Section 502 of the Bankruptcy Code, or other similar applicable law, of all or any portion of the claims of the Trustee or any of the Holders for payment Landlord against Tenant of any of the Securities, any waiver rights or consent by remedies reserved to Landlord pursuant to the Holder provisions of such Security the Lease or by the Trustee relief of Tenant from any of Tenant’s obligations under the Lease by operation of law or otherwise (including, but without limitation, the rejection of the Lease in connection with proceedings under the bankruptcy laws now Or hereafter enacted); Guarantor hereby waiving all suretyship defenses. The obligations of Guarantor include the payment to Landlord of any monies payable by Tenant under any provisions of the Lease, at law, or in equity, including, without limitation, any monies payable by virtue of the breach of any warranty, the grant of any indemnity or by virtue of any other covenant of Tenant under the Lease. Guarantor further covenants and agrees that this Guaranty shall remain and continue in full force and effect as to any renewal, modification or extension of the Lease, whether or not Guarantor shall have received any notice of or consented to such renewal, modification or extension; provided, however, Guarantor will not be obligated with respect to any provisions thereof additional liabilities or obligations imposed by any amendment of the IndentureLease which is entered into without its consent, to the obtaining extent such amendment increases the Rent payable under the Lease or materially increases the obligations or liabilities of Tenant under the Lease (excepting amendments confirming or effectuating the exercise by Tenant of the extension option pursuant to Section 2.3 of the Lease, and/or the exercise of the rights of first offer pursuant to Section 2.4 of the Lease). Guarantor further agrees that its liability under this Guaranty shall be primary (and that the heading of this instrument and the use of the word “Guaranty(s)” shall not be interpreted to limit the aforesaid primary obligations of Guarantor), and that in any right of action which shall accrue to Landlord under the Lease, Landlord may, at its option, proceed against Guarantor, any other guarantor, and Tenant, jointly or severally, and may proceed against Guarantor without having commenced any action against or having obtained any judgment against the Note Issuer or any action to enforce the same Tenant or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each ; provided, however, Landlord shall provide Guarantor with notice of the Guarantors hereby waives breach or default by Tenant and Guarantor shall have the benefits opportunity to cure such breach or default within the applicable period of diligencegrace, presentmentif any, demand for paymentoffered to Tenant under the Lease. Guarantor agrees that, while this Guaranty remains in effect and while any guaranteed obligations remain outstanding and unpaid, Guarantor shall refrain from exercising any and all rights Guarantor may have (whether arising directly or indirectly, by operation of law or by contract or otherwise) to assert any claim against Tenant on account of payments made under this Guaranty, including, without limitation, any requirement and all rights of or claim for subrogation, contribution, reimbursement, exoneration and indemnity, and provided that any such claims by Guarantor against Tenant shall be subordinate to any and all claims of Landlord against Tenant, and further waives any benefit of and any right to participate in any security deposit or other collateral which may be held by Landlord; and Guarantor will not claim any set-off or counterclaim against Tenant in respect of any liability Guarantor may have to Tenant. Guarantor further represents to Landlord as an inducement for it to make the Lease, that as of the date of this Guaranty, Guarantor owns all of the entire outstanding membership interests of Tenant. It is agreed that the Trustee failure of Landlord to insist in any one or more instances upon a strict performance or observance of any of the Holders protectterms, secureprovisions or covenants of the Lease or to exercise any right therein contained shall not be construed or deemed to be a waiver or relinquishment for the future of such term, perfect provision, covenant or insure right, but the same shall continue and remain in full force and effect. Receipt by Landlord of rent with knowledge of the breach of any security provision of the Lease shall not be deemed a waiver of such breach. No subletting, assignment or other transfer of the Lease, or any interest therein, shall operate to extinguish or diminish the liability of Guarantor under this Guaranty; and wherever reference is made to the liability of Tenant named in the Lease, such reference shall be deemed likewise to refer to Guarantor. All payments becoming due under this Guaranty and not paid within ten (10) days after written notice from Landlord that the same is due shall bear interest from the applicable due date until received by Landlord at the Interest Rate as defined in the Lease. This Guaranty shall terminate upon the first day that both of the following conditions are satisfied: (a) the Lease shall have terminated, and (b) no Guaranteed Obligations shall be outstanding and/or unpaid; provided, however, that if and to the extent that duties, liabilities and/or obligations of the Tenant under the Lease survive the expiration or otherearlier termination of the Lease, then this Guaranty shall remain in full force and effect unless and until such duties, liabilities, and/or obligations expire by their terms or are satisfied in full. It is further agreed that all of the terms and provisions hereof shall inure to the benefit of the heirs, executors, administrators and assigns of Landlord, and shall be binding upon the heirs, successors and assigns of Guarantor.

FORM OF GUARANTY. GUARANTY For value receivedFOR VALUE RECEIVED, Republic Airways Holdings Inc., a corporation organized under the laws of Delaware (“Guarantor”), pursuant to Article 14.4 of that certain Purchase Agreement COM 0190-10 dated as of November 3, 2010 between Republic Airline Inc. (“Buyer”) and EMBRAER-Empresa Brasileira de Aeronáutica S.A. (“Embraer”), as the same may be amended from time to time (the “Purchase Agreement”), does hereby unconditionally and irrevocably guarantee to Embraer (i) the due and punctual performance and observance by Buyer of each covenant, agreement, undertaking, representation, warranty and any other obligation or condition binding upon or to be performed or observed by it under and in accordance with the terms of the Guarantors hereby jointly and severally unconditionally Guarantees, on a senior subordinated basis, to each Holder of a Security authenticated and delivered by the TrusteePurchase Agreement, and to the Trustee on behalf of such Holder, (ii) the due and punctual payment of the principal of (each amount that Buyer is or may become obligated to pay under and premium, if any) and interest (including Additional Sums and Additional Amounts, if any) on such Security when and as the same shall become due and payable, whether at the Stated Maturity, by acceleration, call for redemption, purchase or otherwise, in accordance with the terms of the Purchase Agreement (such Security payment and other obligations of this IndentureBuyer being herein referred to as the “Obligations”) and in the event of any nonpayment or nonperformance, agrees to pay or perform or cause such payment or performance to be made of such nonpayment or nonperformance. In case Guarantor further agrees to pay all reasonable expenses (including, without limitations all reasonable fees and disbursements of counsel) that may be paid or incurred in enforcing any rights with respect to, or collecting, any or all of the failure Obligations and/or enforcing any rights with respect to, or collecting against, Guarantor under this Guaranty. The obligations of the Note Issuer punctually Guarantor to make any such payment, each of the Guarantors hereby jointly and severally agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, purchase or otherwise, and as if such payment were made by the Note Issuer. The Guarantee extends to the Note Issuer's repurchase obligations arising from a Change of Control or an Asset Disposition pursuant to the Indenture. Each of the Guarantors hereby jointly and severally agrees that its obligations payments hereunder shall be unconditional, irrespective subject to the terms and conditions of the validityPurchase Agreement applicable to the Obligations. Capitalized terms used but not defined herein shall have the respective meanings set forth in, regularity or enforceability of such Security or this Indentureand shall be construed and interpreted in the manner described in, the absence Purchase Agreement. Guarantor hereby waives notice of acceptance of this Guaranty, and agrees that, in its capacity as a guarantor, it shall not be required to consent to, or to receive any action to enforce the samenotice of, any exchange, release or non-perfection of any Lien on any collateral for, or any release supplement to or amendment or waiver of any term of any other Guarantee of, or any consent to departure from any requirement of any other Guarantee of all waiver or any modification of the Securitiesterms of, the election by Purchase Agreement. This Guaranty is being furnished to induce Embraer to enter into the Trustee or any Purchase Agreement. Guarantor represents and warrants that, as of the Holders in any proceeding under Chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code") of the application of Section 1111(b)(2) of the Bankruptcy Code, or equivalent provision under applicable law, any borrowing or grant of a security interest by the Note Issuer, as debtor-in-possession, under Section 364 of the Bankruptcy Code, or equivalent provision under applicable law, the disallowance, under Section 502 of the Bankruptcy Code, or other similar applicable law, of all or any portion of the claims of the Trustee or any of the Holders for payment of any of the Securities, any waiver or consent by the Holder of such Security or by the Trustee with respect to any provisions thereof or of the Indenture, the obtaining of any judgment against the Note Issuer or any action to enforce the same or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each of the Guarantors hereby waives the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or otherdate hereof:

FORM OF GUARANTY. GUARANTY For value receivedIn order to induce Landlord to execute the foregoing Lease, each of the Guarantors hereby jointly and severally unconditionally Guarantees, on a senior subordinated basis, to each Holder of a Security authenticated and delivered by the Trustee, and to the Trustee undersigned on behalf of such Holderitself and its successors, assigns and legal representatives, does hereby absolutely and unconditionally guarantee, as a guarantee of payment and not merely as a guarantee of collection, for the benefit of Landlord and its successors and assigns the full performance and observance of all of the covenants, conditions and agreements provided to be performed and observed by Tenant in said Lease, including, without limitation, the due and punctual prompt payment of the principal of (and premium, if any) and interest (including Additional Sums Base Rent and Additional Amounts, if any) on such Security when Rent and as the same shall become due and payable, whether at the Stated Maturity, by acceleration, call for redemption, purchase or otherwise, all other amounts provided in accordance with the terms of such Security and of this Indenture. In case of the failure of the Note Issuer punctually to make any such payment, each of the Guarantors hereby jointly and severally agrees to cause such payment said Lease to be made punctually when and as the same paid by Tenant (“Guaranteed Obligations”). This Guaranty shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, purchase or otherwise, and as if such payment were made not be affected by the Note Issuer. The Guarantee extends to the Note Issuer's repurchase obligations arising from a Change of Control or an Asset Disposition pursuant to the Indenture. Each of the Guarantors hereby jointly and severally agrees that its obligations hereunder shall be unconditionalgenuineness, irrespective of the validity, regularity or enforceability of such Security the Guaranteed Obligations or the Lease, this Indenture, the absence of any action to enforce the same, any exchange, release or non-perfection of any Lien on any collateral for, or any release or amendment or waiver of any term of any other Guarantee of, or any consent to departure from any requirement of any other Guarantee of all or any of the Securities, the election by the Trustee or any of the Holders in any proceeding under Chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code") of the application of Section 1111(b)(2) of the Bankruptcy Code, or equivalent provision under applicable law, any borrowing or grant of a security interest by the Note Issuer, as debtor-in-possession, under Section 364 of the Bankruptcy Code, or equivalent provision under applicable law, the disallowance, under Section 502 of the Bankruptcy Code, or other similar applicable law, of all or any portion of the claims of the Trustee or any of the Holders for payment of any of the Securities, any waiver or consent by the Holder of such Security or by the Trustee with respect to any provisions thereof or of the Indenture, the obtaining of any judgment against the Note Issuer or any action to enforce the same Guaranty or any other circumstances instrument or agreement evidencing any Guaranteed Obligations or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a legal defense to obligations of the undersigned under this Guaranty. The undersigned waives any defense arising by reason of any disability or equitable discharge or other defense of a Tenant or any other guarantor. Each , or the cessation from any cause whatsoever of the Guarantors liability of Tenant or any other guarantor, or any claim that the undersigned’s obligations exceed or are more burdensome than those of Tenant or any other guarantor and waives the benefit of the statute of limitations affecting the undersigned’s liability hereunder. The undersigned waives any right to enforce any remedy which Landlord now has or may hereafter have against Tenant or any other guarantor and waives any benefit of and any right to participate in any security, letter of credit or other credit enhancement or support now or hereafter held by or otherwise available to Landlord. Further, the undersigned consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of the undersigned under this Guaranty or which, but for this provision, might operate as a discharge of the undersigned. The undersigned hereby waives the benefits notice of diligence, presentment, demand for non-payment, any requirement that the Trustee non-performance or any of the Holders protect, secure, perfect non-observance and all other notices and all proof or insure any security interest in or otherdemands.