Common use of Guarantee Obligations Clause in Contracts

Guarantee Obligations. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist or otherwise become or be liable in respect of any Guarantee Obligation other than, without duplication, the following: (a) Guarantee Obligations in existence on the date hereof listed on Item 7.2.3(a) (Existing Guarantee Obligations) of the Disclosure Schedule and any refinancings, refundings, renewals or extensions thereof; provided that (i) the principal amount of such new Guarantee Obligations does not exceed the outstanding principal amount of the Guarantee Obligations refinanced, refunded, renewed or extended (the Refinanced Guarantee Obligations), (ii) any such new Guarantee Obligations incurred by any Subsidiary of the Borrower shall only extend, refinance, renew, replace, defease or refund Refinanced Guarantee Obligations of such Subsidiary, (iii) the weighted average life to maturity of such new Guarantee Obligations is the same as or longer than that of the Refinanced Guarantee Obligations and (iv) if the Refinanced Guarantee Obligation is subordinated in right of payment to the Term Loans or the Revolving Credit Obligations, as the case may be, the new Guarantee Obligation shall be subordinated in right of payment to the Term Loans and the Revolving Credit Obligations, as applicable, on terms at least as favorable to the Lenders as those contained in the documentation governing the Refinanced Guarantee Obligation; (b) Guarantee Obligations in favor of the Collateral Agent and the Lenders created by the Loan Documents; (c) Guarantee Obligations in respect of Revolving Credit Letters of Credit issued under the Revolving Credit Agreement; (d) Guarantee Obligations of a corporation which becomes a Subsidiary or is merged with or into a Subsidiary after the date hereof provided that (i) such Guarantee Obligations existed at the time such corporation became or was merged with or into a Subsidiary and were not created in anticipation thereof and (ii) immediately after giving effect to the acquisition of such corporation by the Borrower or one of its Subsidiaries no Default shall have occurred and be continuing; (e) Guarantee Obligations of the Borrower and the Receivables Selling Subsidiaries created pursuant to the Receivables Purchase Documents; (f) Guarantee Obligations of the Borrower or the Subsidiaries of the Borrower incurred after the Closing Date in an aggregate amount not to exceed $5,000,000 at any one time outstanding (other than as permitted by clause (g) below) ;

Guarantee Obligations. The Borrower will Company shall not, and will shall not permit any of its Subsidiaries to, createdirectly or indirectly, incur, assume create or suffer to exist or otherwise become or be remain liable in with respect of to any Guarantee Obligation other thanObligation, without duplication, the followingexcept: (a) Guarantee Obligations in existence on the date hereof listed on Item 7.2.3(a) (Existing Guarantee Obligations) of the Disclosure Schedule and any refinancings, refundings, renewals or extensions thereof; provided that (i) the principal amount of such new Guarantee Obligations does not exceed the outstanding principal amount of the Guarantee Obligations refinanced, refunded, renewed or extended (the Refinanced Guarantee Obligations), (ii) any such new Guarantee Obligations incurred by any Subsidiary of the Borrower shall only extend, refinance, renew, replace, defease or refund Refinanced Guarantee Obligations of such Subsidiary, (iii) the weighted average life Company and its Subsidiaries may become and remain liable with respect to maturity of such new Guarantee Obligations is the same as or longer than that of the Refinanced Guarantee Obligations and (iv) if the Refinanced Guarantee Obligation is subordinated in right of payment to the Term Loans or the Revolving Credit Obligations, as the case may be, the new Guarantee Obligation shall be subordinated in right of payment to the Term Loans and the Revolving Credit Obligations, as applicable, on terms at least as favorable to the Lenders as those contained in the documentation governing the Refinanced Guarantee Obligation; (b) Guarantee Obligations in favor of the Collateral Agent and the Lenders created by the Loan Documents; (c) Guarantee Obligations in respect of Revolving Credit Letters of Credit issued under the Revolving Credit AgreementGuaranties; (dii) Company may become and remain liable with respect to Guarantee Obligations in respect of a corporation which Letters of Credit; (iii) Company and its Subsidiaries may become and remain liable with respect to Guarantee Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets; (iv) Company and its Subsidiaries may become and remain liable with respect to Guarantee Obligations under guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Company and its Subsidiaries; (v) Company and its Subsidiaries may become and remain liable with respect to Guarantee Obligations in respect of any Indebtedness of Company or any of its Subsidiaries (other than Restricted Acquisition Subsidiaries) permitted by SUBSECTION 7.1; PROVIDED that neither Company nor any of its Subsidiaries may become or remain liable with respect to Guarantee Obligations in respect of any Indebtedness permitted under subsection 7.1(x)(b) unless such Person becomes a Subsidiary of Company pursuant to the Acquisition financed with the proceeds of such Indebtedness or is merged acquires a direct Subsidiary pursuant to such Acquisition; (vi) Company and its Subsidiaries, as applicable, may remain liable with or into a Subsidiary after respect to Guarantee Obligations described in SCHEDULE 7.4 annexed hereto; (vii) Company's Subsidiaries may become and remain liable with respect to Guarantee Obligations under subordinated guaranties of the date hereof Bridge Notes, the Conversion Notes and the Refinancing Sub Debt; (viii) Company's Subsidiaries may remain liable with respect to subordinated Guarantee Obligations under the Existing Subordinated Note Indenture with respect to the Existing Senior Subordinated Notes not tendered pursuant to the Tender Offer and which have not been defeased in accordance with subsection 7.5(ii) and the Existing Senior Subordinated Note Indenture; and 104 (ix) Company and its Subsidiaries may become and remain liable with respect to other Guarantee Obligations; provided that (i) the maximum aggregate liability, contingent or otherwise, of Company and its Subsidiaries in respect of all such Guarantee Obligations existed shall at the no time such corporation became or was merged with or into a Subsidiary and were not created in anticipation thereof and (ii) immediately after giving effect to the acquisition of such corporation by the Borrower or one of its Subsidiaries no Default shall have occurred and be continuing; (e) Guarantee Obligations of the Borrower and the Receivables Selling Subsidiaries created pursuant to the Receivables Purchase Documents; (f) Guarantee Obligations of the Borrower or the Subsidiaries of the Borrower incurred after the Closing Date in an aggregate amount not to exceed $5,000,000 at any one time outstanding (other than as permitted by clause (g) below) ;15,000,000.

Guarantee Obligations. The Each Borrower will shall not, and will shall not permit any of its Subsidiaries to, createdirectly or indirectly, incur, assume create or suffer to exist or otherwise become or be remain liable in with respect of to any Guarantee Obligation other thanObligation, without duplication, the followingexcept: (a) Guarantee Obligations in existence on the date hereof listed on Item 7.2.3(a) (Existing Guarantee Obligations) of the Disclosure Schedule and any refinancings, refundings, renewals or extensions thereof; provided that (i) the principal amount of such new Guarantee Obligations does not exceed the outstanding principal amount of the Guarantee Obligations refinanced, refunded, renewed or extended (the Refinanced Guarantee Obligations), (ii) any such new Guarantee Obligations incurred by any Subsidiary of the Borrower shall only extend, refinance, renew, replace, defease or refund Refinanced Guarantee Obligations of such Subsidiary, (iii) the weighted average life Company and its Subsidiaries may become and remain liable with respect to maturity of such new Guarantee Obligations is the same as or longer than that of the Refinanced Guarantee Obligations and (iv) if the Refinanced Guarantee Obligation is subordinated in right of payment to the Term Loans or the Revolving Credit Obligations, as the case may be, the new Guarantee Obligation shall be subordinated in right of payment to the Term Loans and the Revolving Credit Obligations, as applicable, on terms at least as favorable to the Lenders as those contained in the documentation governing the Refinanced Guarantee Obligation; (b) Guarantee Obligations in favor of the Collateral Agent and the Lenders created by the Loan Documents; (c) Guarantee Obligations in respect of Revolving Credit Letters of Credit issued under the Revolving Credit AgreementGuaranties; (dii) Company may become and remain liable with respect to Guarantee Obligations in respect of a corporation which Letters of Credit; (iii) Company and its Subsidiaries may become and remain liable with respect to Guarantee Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets; (iv) Company and its Subsidiaries may become and remain liable with respect to Guarantee Obligations under guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Company and its Subsidiaries; (v) Company and its Subsidiaries may become and remain liable with respect to Guarantee Obligations in respect of any Indebtedness of Company or any of its Subsidiaries (other than Restricted Acquisition Subsidiaries) permitted by subsection 7.1; provided that neither Company nor any of its Subsidiaries may become or remain liable with respect to Guarantee Obligations in respect of any Indebtedness permitted under subsection 7.1(xi)(b) unless such Person becomes a Subsidiary of Company pursuant to the Acquisition financed with the proceeds of such Indebtedness or is merged acquires a direct Subsidiary pursuant to such Acquisition; (vi) Company and its Subsidiaries, as applicable, may remain liable with or into a Subsidiary after the date hereof respect to Guarantee Obligations described in Schedule 7.4 annexed hereto; and (vii) Company and its Subsidiaries may become and remain liable with respect to other Guarantee Obligations; provided that (i) the maximum aggregate liability, contingent or otherwise, of Company and its Subsidiaries in respect of all such Guarantee Obligations existed shall at the no time such corporation became or was merged with or into a Subsidiary and were not created in anticipation thereof and (ii) immediately after giving effect to the acquisition of such corporation by the Borrower or one of its Subsidiaries no Default shall have occurred and be continuing; (e) Guarantee Obligations of the Borrower and the Receivables Selling Subsidiaries created pursuant to the Receivables Purchase Documents; (f) Guarantee Obligations of the Borrower or the Subsidiaries of the Borrower incurred after the Closing Date in an aggregate amount not to exceed $5,000,000 at any one time outstanding (other than as permitted by clause (g) below) ;25,000,000.

Guarantee Obligations. The Borrower will shall not, and will shall not permit any of its Subsidiaries to, createdirectly or indirectly, incur, assume create or suffer to exist or otherwise become or be remain liable in with respect of to any Guarantee Obligation other thanObligation, without duplication, the followingexcept: (a) Guarantee Obligations in existence on the date hereof listed on Item 7.2.3(a) (Existing Guarantee Obligations) of the Disclosure Schedule and any refinancings, refundings, renewals or extensions thereof; provided that (i) the principal amount of such new Guarantee Obligations does not exceed the outstanding principal amount of the Guarantee Obligations refinanced, refunded, renewed or extended (the Refinanced Guarantee Obligations), (ii) any such new Guarantee Obligations incurred by any Subsidiary of the Borrower shall only extend, refinance, renew, replace, defease or refund Refinanced Guarantee Obligations of such Subsidiary, (iii) the weighted average life and its Subsidiaries may become and remain liable with respect to maturity of such new Guarantee Obligations is the same as or longer than that of the Refinanced Guarantee Obligations and (iv) if the Refinanced Guarantee Obligation is subordinated in right of payment to the Term Loans or the Revolving Credit Obligations, as the case may be, the new Guarantee Obligation shall be subordinated in right of payment to the Term Loans and the Revolving Credit Obligations, as applicable, on terms at least as favorable to the Lenders as those contained in the documentation governing the Refinanced Guarantee Obligation; (b) Guarantee Obligations in favor of the Collateral Agent and the Lenders created by the Loan Documents; (c) Guarantee Obligations in respect of Revolving Credit the Guaranties; (ii) Borrower may become liable with respect to Guarantee Obligations in respect of Letters of Credit; (iii) Borrower and its Subsidiaries may become and remain liable with respect to Guarantee Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets; (iv) Borrower and its Subsidiaries (i) may become liable in respect of Letters of Credit issued under the Revolving Credit Agreement; (d) Guarantee Obligations of a corporation which becomes a Subsidiary or is merged with or into a Subsidiary after the date hereof provided that (i) such Guarantee Obligations existed at the time such corporation became or was merged with or into a Subsidiary and were not created in anticipation thereof and (ii) immediately after giving effect may become and remain liable with respect to Guarantee Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets; (v) Borrower and its Subsidiaries may become and remain liable with respect to Guarantee Obligations under guarantees in the acquisition ordinary course of such corporation by business of the obligations of suppliers, customers, franchisees and licensees of Borrower and its Subsidiaries; (vi) Borrower and its Subsidiaries may become and remain liable with respect to Guarantee Obligations in respect of any Indebtedness of Borrower or one any of its Subsidiaries no Default shall have occurred and be continuing(other than Restricted Acquisition Subsidiaries) permitted by subsection 7.1; PROVIDED that (a) neither Borrower nor any of its Subsidiaries may become or remain liable with respect to Guarantee Obligations in respect of any Indebtedness permitted under subsection 7.1(x)(b) unless such Person becomes a Subsidiary of Borrower pursuant to the Acquisition financed with the proceeds of such Indebtedness or acquires a direct Subsidiary pursuant to such Acquisition; (evii) Borrower and its Subsidiaries, as applicable, may remain liable with respect to Guarantee Obligations of the described in SCHEDULE 7.4 annexed hereto; and (viii) Borrower and its Subsidiaries may become and remain liable with respect to other Guarantee Obligations; PROVIDED that the Receivables Selling maximum aggregate liability, contingent or otherwise, of Borrower and its Subsidiaries created pursuant to the Receivables Purchase Documents; (f) in respect of all such Guarantee Obligations of the Borrower or the Subsidiaries of the Borrower incurred after the Closing Date in an aggregate amount not to shall at no time exceed $5,000,000 at any one time outstanding (other than as permitted by clause (g) below) ;15,000,000.

Guarantee Obligations. 6.1 In the event that the debts under the Master Contract expire or the Master Contract Creditor declares early maturity of the debts according to the provisions of the Master Contract or the applicable laws, if the Master Contract Debtor fails to repay its debts in full as scheduled, or if the Master Contract Debtor violates other provisions of the Master Contract, the Guarantor shall immediately undertake its joint and several liability within the scope of guarantee. ​ 6.2 The Borrower will notpayments received by the Creditor hereunder shall be used to satisfy the debts owed to it in the following sequence: (1) Costs and expenses incurred to recover the amounts owed to it and realize its guarantee interests; (2) Damages; (3) Late payment fees and liquidated damages; (4) Interest and penalty interest; and (5) Investment income principal and investment principal. The Creditor shall have the right to change the above sequence. 6.3 The guarantee obligations of the Guarantor hereunder shall not be reduced or discharged, the Master Contract Creditor may directly request the Guarantor to assume its guarantee obligations within the scope of guarantee in accordance with the provisions of this Contract, and will the Guarantor hereby expressly waives any and all defenses and objections thereto, regardless of whether there is any other security (whether in the form of, including but not permit any of its Subsidiaries limited to, createguarantees, incurmortgages, assume pledges or suffer to exist or otherwise become or be liable bank guarantees) in respect of the debts owed to the Master Contract Creditor that are guaranteed hereunder, regardless of when such other security is created, whether they are valid, whether they are provided by the Master Contract Debtor itself and whether the Master Contract Creditor makes claims against the other guarantor, and regardless of whether any Guarantee Obligation third parties have agreed to assume the debts hereunder, in whole or in part. 6.4 The obligations of the Guarantor hereunder shall not be reduced or discharged, and the Guarantor undertakes that it shall assume its obligations in accordance with the provisions of this Contract, regardless of whether the Creditor has, will or may waive (including but not limited to waiving the mortgages, pledges or other thansecurity interests, without duplicationand waiving the priority thereof), alter (including but not limited to altering the followingpriority, guarantee amount or scope of the mortgages, pledges or other security interests), or reduce or release any mortgages, pledges, guarantees or other forms of security that have been, will or may be provided by the Debtor or any third parties. 6.5 The Guarantor agrees that even if certain part of the debts under the Master Contract has been extinguished as a result of the Debtor’s repayment or the Creditor realizing other security interests or for any other reasons, it shall still be liable, within the scope of guarantee hereunder, for the guarantee obligations with respect to the remaining part of the debts that have not been extinguished, in accordance with the provisions hereof. 6.6 The Guarantor undertakes that, if the debts under the Master Contract are still not satisfied in their entirety after the Guarantor has fulfilled its guarantee obligations, its claim of the right of subrogation or recovery (including its exercise thereof beforehand) against the Debtor or the other guarantor, shall ​ not, in any way, prejudice the interests of the Creditor, and agrees that the satisfaction of the debts owed under the Master Contract shall have priority over the realization of its right of subrogation or recovery. Specifically, until the Creditor’s debts have been fully satisfied: (a1) Guarantee Obligations in existence The Guarantor agrees that it will not claim the right of subrogation or recovery against the Debtor or the other guarantor, and that if, for any reason whatsoever, it has realized such right, the amount of money it receives will be used first to satisfy the outstanding debts owed to the Creditor; and (2) The Guarantor agrees that if there is any real security to secure the debts owed under the Master Contract, it shall not, on the date hereof listed on Item 7.2.3(a) (Existing Guarantee Obligations) ground of subrogation or for whatever other reasons, claim such collateral or the proceeds from any disposal thereof, and such collateral and proceeds shall be used first to satisfy the outstanding debts owed to the Creditor. 6.7 In the event that the Creditor transfers or assigns its rights with respect to the main debts to a third party during the guarantee period in accordance with the law, the Guarantor shall continue to assume its guarantee obligations within the scope of the Disclosure Schedule and any refinancingsoriginal guarantee. 6.8 In case the Debtor fails to fulfill its debt obligations, refundings, renewals or extensions thereof; provided that (i) the principal amount of such new Guarantee Obligations does not exceed Creditor shall have the outstanding principal amount right to directly request either of the Guarantee Obligations refinancedguarantors to fulfill its guarantee obligations, refunded, renewed or extended (regardless of whether the Refinanced Guarantee Obligations), (ii) any such new Guarantee Obligations incurred by any Subsidiary Creditor has other forms of security in respect of the Borrower shall only extend, refinance, renew, replace, defease or refund Refinanced Guarantee Obligations debts owed under the Master Contract. 6.9 The Creditor may request the Guarantor in advance to satisfy its joint and several liability immediately within the scope of such Subsidiary, guarantee if: (iii1) the weighted average life The Guarantor refuses to maturity perform any obligations agreed herein in breach of such new Guarantee Obligations is the same as or longer than that any provisions of the Refinanced Guarantee Obligations and (iv) if the Refinanced Guarantee Obligation is subordinated in right of payment to the Term Loans or the Revolving Credit Obligations, as the case may be, the new Guarantee Obligation shall be subordinated in right of payment to the Term Loans and the Revolving Credit Obligations, as applicable, on terms at least as favorable to the Lenders as those contained in the documentation governing the Refinanced Guarantee Obligationthis Contract; (b2) Guarantee Obligations The Guarantor changes its domicile, receives an administrative or criminal penalty, is involved in favor of a major civil dispute, has a deteriorated financial condition, or, for whatever reason, loses or might lose its capacity to provide the Collateral Agent and the Lenders created by the Loan Documentsguarantee, thus imposing an adverse effect on its ability to fulfill its guarantee obligations; (c3) Guarantee Obligations in respect of Revolving Credit Letters of Credit issued under the Revolving Credit AgreementThe Guarantor becomes bankrupt, is closed temporarily, is filed a petition for reorganization bankruptcy or revoked, or its business license is revoked; (d4) Guarantee Obligations of a corporation which becomes a Subsidiary CASI Pharmaceuticals, Inc. loses its position as the controlling shareholder of, or is merged with its actual control over, CASI Wuxi; or (5) Other circumstances arise that make it difficult or into a Subsidiary after impossible to recover the date hereof provided that (i) such Guarantee Obligations existed at the time such corporation became or was merged with or into a Subsidiary and were not created in anticipation thereof and (ii) immediately after giving effect debts owed to the acquisition of such corporation by Creditor under the Borrower or one of its Subsidiaries no Default Master Contract. 6.10 This Contract is independent of, and shall have occurred survive the invalidity of, the Master Contract. In case the Master Contract becomes invalid, the Guarantor shall be jointly and be continuing; (e) Guarantee Obligations severally liable for satisfying any indebtedness resulting from ​ the Debtor’s repayment of the Borrower principal and the Receivables Selling Subsidiaries created pursuant to the Receivables Purchase Documents; (f) Guarantee Obligations interest of the Borrower or main debts and from the Subsidiaries of the Borrower incurred after the Closing Date in an aggregate amount not to exceed $5,000,000 at any one time outstanding (other than as permitted by clause (g) below) ;latter’s compensation for losses.

Guarantee Obligations. 6.1 In the event that the debts under the Master Contract expire or the Master Contract Creditor declares early maturity of the debts according to the provisions of the Master Contract or the applicable laws, if the Master Contract Debtor fails to repay its debts in full as scheduled, or if the Master Contract Debtor violates other provisions of the Master Contract, the Guarantor shall immediately undertake its joint and several liability within the scope of guarantee. 6.2 The Borrower will notpayments received by the Creditor hereunder shall be used to satisfy the debts owed to it in the following sequence: (1) Costs and expenses incurred to recover the amounts owed to it and realize its guarantee interests; (2) Damages; (3) Late payment fees and liquidated damages; (4) Interest, default interest and penalty interest; and (5) Principal of the convertible loan investment. The Creditor shall have the right to change the above sequence. 6.3 The guarantee obligations of the Guarantor hereunder shall not be reduced or discharged, the Master Contract Creditor may directly request the Guarantor to assume its guarantee obligations within the scope of guarantee in accordance with the provisions of this Contract, and will the Guarantor hereby expressly waives any and all defenses and objections thereto, regardless of whether there is any other security (whether in the form of, including but not permit any of its Subsidiaries limited to, createguarantees, incurmortgages, assume pledges or suffer to exist or otherwise become or be liable bank guarantees) in respect of the debts owed to the Master Contract Creditor that are guaranteed hereunder, regardless of when such other security is created, whether they are valid, whether they are provided by the Master Contract Debtor itself and whether the Master Contract Creditor makes claims against the other guarantor, and regardless of whether any Guarantee Obligation third parties have agreed to assume the debts hereunder, in whole or in part. 6.4 The obligations of the Guarantor hereunder shall not be reduced or discharged, and the Guarantor undertakes that it shall assume its obligations in accordance with the provisions of this Contract, regardless of whether the Creditor has, will or may waive (including but not limited to waiving the mortgages, pledges or other thansecurity interests, without duplicationand waiving the priority thereof), alter (including but not limited to altering the followingpriority, guarantee amount or scope of the mortgages, pledges or other security interests), or reduce or release any mortgages, pledges, guarantees or other forms of security that have been, will or may be provided by the Debtor or any third parties. 6.5 The Guarantor agrees that even if certain part of the debts under the Master Contract has been extinguished as a result of the Debtor’s repayment or the Creditor realizing other security interests or for any other reasons, it shall still be liable, within the scope of guarantee hereunder, for the guarantee obligations with respect to the remaining part of the debts that have not been extinguished, in accordance with the provisions hereof. 6.6 The Guarantor undertakes that, if the debts under the Master Contract are still not satisfied in their entirety after the Guarantor has fulfilled its guarantee obligations, its claim of the right of subrogation or recovery (including its exercise thereof beforehand) against the Debtor or the other guarantor, shall not, in any way, prejudice the interests of the Creditor, and agrees that the satisfaction of the debts owed under the Master Contract shall have priority over the realization of its right of subrogation or recovery . Specifically, until the Creditor’s debts have been fully satisfied: (a1) Guarantee Obligations in existence The Guarantor agrees that it will not claim the right of subrogation or recovery against the Debtor or the other guarantor, and that if, for any reason whatsoever, it has realized such right, the amount of money it receives will be used first to satisfy the outstanding debts owed to the Creditor; and (2) The Guarantor agrees that if there is any real security to secure the debts owed under the Master Contract, it shall not, on the date hereof listed on Item 7.2.3(a) (Existing Guarantee Obligations) ground of subrogation or for whatever other reasons, claim such collateral or the proceeds from any disposal thereof, and such collateral and proceeds shall be used first to satisfy the outstanding debts owed to the Creditor. 6.7 In the event that the Creditor transfers or assigns its rights with respect to the main debts to a third party during the guarantee period in accordance with the law, the Guarantor shall continue to assume its guarantee obligations within the scope of the Disclosure Schedule and any refinancingsoriginal guarantee. 6.8 In case the Debtor fails to fulfill its debt obligations, refundings, renewals or extensions thereof; provided that (i) the principal amount of such new Guarantee Obligations does not exceed Creditor shall have the outstanding principal amount right to directly request either of the Guarantee Obligations refinancedguarantors to fulfill its guarantee obligations, refunded, renewed or extended (regardless of whether the Refinanced Guarantee Obligations), (ii) any such new Guarantee Obligations incurred by any Subsidiary Creditor has other forms of security in respect of the Borrower shall only extend, refinance, renew, replace, defease or refund Refinanced Guarantee Obligations debts owed under the Master Contract. 6.9 The Creditor may request the Guarantor in advance to satisfy its joint and several liability immediately within the scope of such Subsidiary, guarantee if: (iii1) the weighted average life The Guarantor refuses to maturity perform any obligations agreed herein in breach of such new Guarantee Obligations is the same as or longer than that any provisions of the Refinanced Guarantee Obligations and (iv) if the Refinanced Guarantee Obligation is subordinated in right of payment to the Term Loans or the Revolving Credit Obligations, as the case may be, the new Guarantee Obligation shall be subordinated in right of payment to the Term Loans and the Revolving Credit Obligations, as applicable, on terms at least as favorable to the Lenders as those contained in the documentation governing the Refinanced Guarantee Obligationthis Contract; (b2) Guarantee Obligations The Guarantor changes its domicile, receives an administrative or criminal penalty, is involved in favor of a major civil dispute, has a deteriorated financial condition, or, for whatever reason, loses or might lose its capacity to provide the Collateral Agent and the Lenders created by the Loan Documentsguarantee, thus imposing an adverse effect on its ability to fulfill its guarantee obligations; (c3) Guarantee Obligations in respect of Revolving Credit Letters of Credit issued under the Revolving Credit AgreementThe Guarantor becomes bankrupt, is closed temporarily, is filed a petition for reorganization bankruptcy or revoked, or its business license is revoked; (d4) Guarantee Obligations of a corporation which becomes a Subsidiary The Guarantor, CASI Cayman, loses its position as the controlling shareholder of, or is merged with its actual control over, CASI Wuxi; or (5) Other circumstances arise that make it difficult or into a Subsidiary after impossible to recover the date hereof provided that (i) such Guarantee Obligations existed at the time such corporation became or was merged with or into a Subsidiary and were not created in anticipation thereof and (ii) immediately after giving effect debts owed to the acquisition of such corporation by Creditor under the Borrower or one of its Subsidiaries no Default Master Contract. 6.10 This Contract is independent of, and shall have occurred survive the invalidity of, the Master Contract. In case the Master Contract becomes invalid, the Guarantor shall be jointly and be continuing; (e) Guarantee Obligations severally liable for satisfying any indebtedness resulting from the Debtor’s repayment of the Borrower principal and the Receivables Selling Subsidiaries created pursuant to the Receivables Purchase Documents; (f) Guarantee Obligations interest of the Borrower or main debts and from the Subsidiaries of the Borrower incurred after the Closing Date in an aggregate amount not to exceed $5,000,000 at any one time outstanding (other than as permitted by clause (g) below) ;latter’s compensation for losses.

Guarantee Obligations. 6.1 In the event that the debts under the Master Contract expire or the Master Contract Creditor declares early maturity of the debts according to the provisions of the Master Contract or the applicable laws, if the Master Contract Debtor fails to repay its debts in full as scheduled, or if the Master Contract Debtor violates other provisions of the Master Contract, the Guarantor shall immediately undertake its joint and several liability within the scope of guarantee. 6.2 The Borrower will notpayments received by the Creditor hereunder shall be used to satisfy the debts owed to it in the following sequence: ​ (1) Costs and expenses incurred to recover the amounts owed to it and realize its guarantee interests; (2) Damages; (3) Late payment fees and liquidated damages; (4) Interest, default interest and penalty interest; and (5) Principal of the convertible loan investment. The Creditor shall have the right to change the above sequence. 6.3 The guarantee obligations of the Guarantor hereunder shall not be reduced or discharged, the Master Contract Creditor may directly request the Guarantor to assume its guarantee obligations within the scope of guarantee in accordance with the provisions of this Contract, and will the Guarantor hereby expressly waives any and all defenses and objections thereto, regardless of whether there is any other security (whether in the form of, including but not permit any of its Subsidiaries limited to, createguarantees, incurmortgages, assume pledges or suffer to exist or otherwise become or be liable bank guarantees) in respect of the debts owed to the Master Contract Creditor that are guaranteed hereunder, regardless of when such other security is created, whether they are valid, whether they are provided by the Master Contract Debtor itself and whether the Master Contract Creditor makes claims against the other guarantor, and regardless of whether any Guarantee Obligation third parties have agreed to assume the debts hereunder, in whole or in part. 6.4 The obligations of the Guarantor hereunder shall not be reduced or discharged, and the Guarantor undertakes that it shall assume its obligations in accordance with the provisions of this Contract, regardless of whether the Creditor has, will or may waive (including but not limited to waiving the mortgages, pledges or other thansecurity interests, without duplicationand waiving the priority thereof), alter (including but not limited to altering the followingpriority, guarantee amount or scope of the mortgages, pledges or other security interests), or reduce or release any mortgages, pledges, guarantees or other forms of security that have been, will or may be provided by the Debtor or any third parties. 6.5 The Guarantor agrees that even if certain part of the debts under the Master Contract has been extinguished as a result of the Debtor’s repayment or the Creditor realizing other security interests or for any other reasons, it shall still be liable, within the scope of guarantee hereunder, for the guarantee obligations with respect to the remaining part of the debts that have not been extinguished, in accordance with the provisions hereof. 6.6 The Guarantor undertakes that, if the debts under the Master Contract are still not satisfied in their entirety after the Guarantor has fulfilled its guarantee obligations, its claim of the right of subrogation or recovery (including its exercise thereof beforehand) against the Debtor or the other guarantor, shall not, in any way, prejudice the interests of the Creditor, and agrees that the satisfaction of the debts owed under the Master Contract shall have priority over the realization of its right of subrogation or recovery ​ . Specifically, until the Creditor’s debts have been fully satisfied: (a1) Guarantee Obligations in existence The Guarantor agrees that it will not claim the right of subrogation or recovery against the Debtor or the other guarantor, and that if, for any reason whatsoever, it has realized such right, the amount of money it receives will be used first to satisfy the outstanding debts owed to the Creditor; and (2) The Guarantor agrees that if there is any real security to secure the debts owed under the Master Contract, it shall not, on the date hereof listed on Item 7.2.3(a) (Existing Guarantee Obligations) ground of subrogation or for whatever other reasons, claim such collateral or the proceeds from any disposal thereof, and such collateral and proceeds shall be used first to satisfy the outstanding debts owed to the Creditor. 6.7 In the event that the Creditor transfers or assigns its rights with respect to the main debts to a third party during the guarantee period in accordance with the law, the Guarantor shall continue to assume its guarantee obligations within the scope of the Disclosure Schedule and any refinancingsoriginal guarantee. 6.8 In case the Debtor fails to fulfill its debt obligations, refundings, renewals or extensions thereof; provided that (i) the principal amount of such new Guarantee Obligations does not exceed Creditor shall have the outstanding principal amount right to directly request either of the Guarantee Obligations refinancedguarantors to fulfill its guarantee obligations, refunded, renewed or extended (regardless of whether the Refinanced Guarantee Obligations), (ii) any such new Guarantee Obligations incurred by any Subsidiary Creditor has other forms of security in respect of the Borrower shall only extend, refinance, renew, replace, defease or refund Refinanced Guarantee Obligations debts owed under the Master Contract. 6.9 The Creditor may request the Guarantor in advance to satisfy its joint and several liability immediately within the scope of such Subsidiary, guarantee if: (iii1) the weighted average life The Guarantor refuses to maturity perform any obligations agreed herein in breach of such new Guarantee Obligations is the same as or longer than that any provisions of the Refinanced Guarantee Obligations and (iv) if the Refinanced Guarantee Obligation is subordinated in right of payment to the Term Loans or the Revolving Credit Obligations, as the case may be, the new Guarantee Obligation shall be subordinated in right of payment to the Term Loans and the Revolving Credit Obligations, as applicable, on terms at least as favorable to the Lenders as those contained in the documentation governing the Refinanced Guarantee Obligationthis Contract; (b2) Guarantee Obligations The Guarantor changes its domicile, receives an administrative or criminal penalty, is involved in favor of a major civil dispute, has a deteriorated financial condition, or, for whatever reason, loses or might lose its capacity to provide the Collateral Agent and the Lenders created by the Loan Documentsguarantee, thus imposing an adverse effect on its ability to fulfill its guarantee obligations; (c3) Guarantee Obligations in respect of Revolving Credit Letters of Credit issued under the Revolving Credit AgreementThe Guarantor becomes bankrupt, is closed temporarily, is filed a petition for reorganization bankruptcy or revoked, or its business license is revoked; (d4) Guarantee Obligations of a corporation which becomes a Subsidiary CASI Pharmaceuticals, Inc. loses its position as the controlling shareholder of, or is merged with its actual control over, CASI Wuxi; or (5) Other circumstances arise that make it difficult or into a Subsidiary after impossible to recover the date hereof provided that (i) such Guarantee Obligations existed at the time such corporation became or was merged with or into a Subsidiary and were not created in anticipation thereof and (ii) immediately after giving effect debts owed to the acquisition of such corporation by Creditor under the Borrower or one of its Subsidiaries no Default Master Contract. 6.10 This Contract is independent of, and shall have occurred survive the invalidity of, the Master Contract. In case the Master Contract becomes invalid, the Guarantor shall be jointly and be continuing; (e) Guarantee Obligations severally liable for satisfying any indebtedness resulting from the Debtor’s repayment of the Borrower principal and the Receivables Selling Subsidiaries created pursuant to the Receivables Purchase Documents; (f) Guarantee Obligations interest of the Borrower or main debts and from the Subsidiaries of the Borrower incurred after the Closing Date in an aggregate amount not to exceed $5,000,000 at any one time outstanding (other than as permitted by clause (g) below) ;latter’s compensation for losses. ​

Guarantee Obligations. The Each Borrower will shall not, and will shall not permit any of its Subsidiaries to, createdirectly or indirectly, incur, assume create or suffer to exist or otherwise become or be remain liable in with respect of to any Guarantee Obligation other thanObligation, without duplication, the followingexcept: (a) Guarantee Obligations in existence on the date hereof listed on Item 7.2.3(a) (Existing Guarantee Obligations) of the Disclosure Schedule and any refinancings, refundings, renewals or extensions thereof; provided that (i) the principal amount of such new Guarantee Obligations does not exceed the outstanding principal amount of the Guarantee Obligations refinanced, refunded, renewed or extended (the Refinanced Guarantee Obligations), (ii) any such new Guarantee Obligations incurred by any Subsidiary of the Borrower shall only extend, refinance, renew, replace, defease or refund Refinanced Guarantee Obligations of such Subsidiary, (iii) the weighted average life Company and its Subsidiaries may become and remain liable with respect to maturity of such new Guarantee Obligations is the same as or longer than that of the Refinanced Guarantee Obligations and (iv) if the Refinanced Guarantee Obligation is subordinated in right of payment to the Term Loans or the Revolving Credit Obligations, as the case may be, the new Guarantee Obligation shall be subordinated in right of payment to the Term Loans and the Revolving Credit Obligations, as applicable, on terms at least as favorable to the Lenders as those contained in the documentation governing the Refinanced Guarantee Obligation; (b) Guarantee Obligations in favor of the Collateral Agent and the Lenders created by the Loan Documents; (c) Guarantee Obligations in respect of Revolving Credit Letters of Credit issued under the Revolving Credit AgreementGuaranties; (dii) Company may become and remain liable with respect to Guarantee Obligations in respect of a corporation which Letters of Credit; (iii) Company and its Subsidiaries may become and remain liable with respect to Guarantee Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets; (iv) Company and its Subsidiaries may become and remain liable with respect to Guarantee Obligations under guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Company and its Subsidiaries; 107 (v) Company and its Subsidiaries may become and remain liable with respect to Guarantee Obligations in respect of any Indebtedness of Company or any of its Subsidiaries (other than Restricted Acquisition Subsidiaries) permitted by subsection 7.1; PROVIDED that neither Company nor any of its Subsidiaries may become or remain liable with respect to Guarantee Obligations in respect of any Indebtedness permitted under subsection 7.1(xi)(b) unless such Person becomes a Subsidiary of Company pursuant to the Acquisition financed with the proceeds of such Indebtedness or is merged acquires a direct Subsidiary pursuant to such Acquisition; (vi) Company and its Subsidiaries, as applicable, may remain liable with respect to Guarantee Obligations described in SCHEDULE 7.4 annexed hereto; and (vii) Company and its Subsidiaries may become and remain liable with respect to other Guarantee Obligations; PROVIDED that the maximum aggregate liability, contingent or into a Subsidiary after the date hereof provided that (i) otherwise, of Company and its Subsidiaries in respect of all such Guarantee Obligations existed shall at the no time such corporation became or was merged with or into a Subsidiary and were not created in anticipation thereof and (ii) immediately after giving effect to the acquisition of such corporation by the Borrower or one of its Subsidiaries no Default shall have occurred and be continuing; (e) Guarantee Obligations of the Borrower and the Receivables Selling Subsidiaries created pursuant to the Receivables Purchase Documents; (f) Guarantee Obligations of the Borrower or the Subsidiaries of the Borrower incurred after the Closing Date in an aggregate amount not to exceed $5,000,000 at any one time outstanding (other than as permitted by clause (g) below) ;25,000,000.

Guarantee Obligations. The Borrower will Company shall not, and will shall not permit any of its Subsidiaries to, createdirectly or indirectly, incur, assume create or suffer to exist or otherwise become or be remain liable in with respect of to any Guarantee Obligation other thanObligation, without duplication, the followingexcept: (a) Guarantee Obligations in existence on the date hereof listed on Item 7.2.3(a) (Existing Guarantee Obligations) of the Disclosure Schedule and any refinancings, refundings, renewals or extensions thereof; provided that (i) the principal amount of such new Guarantee Obligations does not exceed the outstanding principal amount of the Guarantee Obligations refinanced, refunded, renewed or extended (the Refinanced Guarantee Obligations), (ii) any such new Guarantee Obligations incurred by any Subsidiary of the Borrower shall only extend, refinance, renew, replace, defease or refund Refinanced Guarantee Obligations of such Subsidiary, (iii) the weighted average life Company's Subsidiaries may become and remain liable with respect to maturity of such new Guarantee Obligations is the same as or longer than that of the Refinanced Guarantee Obligations and (iv) if the Refinanced Guarantee Obligation is subordinated in right of payment to the Term Loans or the Revolving Credit Obligations, as the case may be, the new Guarantee Obligation shall be subordinated in right of payment to the Term Loans and the Revolving Credit Obligations, as applicable, on terms at least as favorable to the Lenders as those contained in the documentation governing the Refinanced Guarantee Obligation; (b) Guarantee Obligations in favor of the Collateral Agent and the Lenders created by the Loan Documents; (c) Guarantee Obligations in respect of Revolving Credit Letters of Credit issued under the Revolving Credit AgreementGuaranties; (dii) Company may become and remain liable with respect to Guarantee Obligations in respect of a corporation which Letters of Credit; (iii) Company and its Subsidiaries may become and remain liable with respect to Guarantee Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets; (iv) Company and its Subsidiaries may become and remain liable with respect to Guarantee Obligations under guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Company and its Subsidiaries; (v) Company and its Subsidiaries may become and remain liable with respect to Guarantee Obligations in respect of any Indebtedness of Company or any of its Subsidiaries (other than Restricted Acquisition Subsidiaries) permitted by subsection 7.1; PROVIDED that neither Company nor any of its Subsidiaries may become or remain liable with respect to Guarantee Obligations in respect of any Indebtedness permitted under subsection 7.1(ix)(b) unless such Person becomes a Subsidiary of Company pursuant to the Acquisition financed with the proceeds of such Indebtedness or is merged acquires a direct Subsidiary pursuant to such Acquisition; (vi) Company and its Subsidiaries, as applicable, may remain liable with respect to Guarantee Obligations described in SCHEDULE 7.4 annexed hereto; and (vii) Company and its Subsidiaries may become and remain liable with respect to other Guarantee Obligations; PROVIDED that the maximum aggregate liability, contingent or into a Subsidiary after the date hereof provided that (i) otherwise, of Company and its Subsidiaries in respect of all such Guarantee Obligations existed shall at the no time such corporation became or was merged with or into a Subsidiary and were not created in anticipation thereof and (ii) immediately after giving effect to the acquisition of such corporation by the Borrower or one of its Subsidiaries no Default shall have occurred and be continuing; (e) Guarantee Obligations of the Borrower and the Receivables Selling Subsidiaries created pursuant to the Receivables Purchase Documents; (f) Guarantee Obligations of the Borrower or the Subsidiaries of the Borrower incurred after the Closing Date in an aggregate amount not to exceed $5,000,000 at any one time outstanding (other than as permitted by clause (g) below) ;25,000,000.

Guarantee Obligations. 6.1 In the event that the debts under the Master Contract expire or the Master Contract Creditor declares early maturity of the debts according to the provisions of the Master Contract or the applicable laws, if the Master Contract Debtor fails to repay its debts in full as scheduled, or if the Master Contract Debtor violates other provisions of the Master Contract, the Guarantor shall immediately undertake its joint and several liability within ​ the scope of guarantee. 6.2 The Borrower will notpayments received by the Creditor hereunder shall be used to satisfy the debts owed to it in the following sequence: (1) Costs and expenses incurred to recover the amounts owed to it and realize its guarantee interests; (2) Damages; (3) Late payment fees and liquidated damages; (4) Interest and penalty interest; and (5) Investment income principal and investment principal. The Creditor shall have the right to change the above sequence. 6.3 The guarantee obligations of the Guarantor hereunder shall not be reduced or discharged, the Master Contract Creditor may directly request the Guarantor to assume its guarantee obligations within the scope of guarantee in accordance with the provisions of this Contract, and will the Guarantor hereby expressly waives any and all defenses and objections thereto, regardless of whether there is any other security (whether in the form of, including but not permit any of its Subsidiaries limited to, createguarantees, incurmortgages, assume pledges or suffer to exist or otherwise become or be liable bank guarantees) in respect of the debts owed to the Master Contract Creditor that are guaranteed hereunder, regardless of when such other security is created, whether they are valid, whether they are provided by the Master Contract Debtor itself and whether the Master Contract Creditor makes claims against the other guarantor, and regardless of whether any Guarantee Obligation third parties have agreed to assume the debts hereunder, in whole or in part. 6.4 The obligations of the Guarantor hereunder shall not be reduced or discharged, and the Guarantor undertakes that it shall assume its obligations in accordance with the provisions of this Contract, regardless of whether the Creditor has, will or may waive (including but not limited to waiving the mortgages, pledges or other thansecurity interests, without duplicationand waiving the priority thereof), alter (including but not limited to altering the followingpriority, guarantee amount or scope of the mortgages, pledges or other security interests), or reduce or release any mortgages, pledges, guarantees or other forms of security that have been, will or may be provided by the Debtor or any third parties. 6.5 The Guarantor agrees that even if certain part of the debts under the Master Contract has been extinguished as a result of the Debtor’s repayment or the Creditor realizing other security interests or for any other reasons, it shall still be liable, within the scope of guarantee hereunder, for the guarantee obligations with respect to the remaining part of the debts that have not been extinguished, in accordance with the provisions hereof. 6.6 The Guarantor undertakes that, if the debts under the Master Contract are still not satisfied in their entirety after the Guarantor has fulfilled its ​ guarantee obligations, its claim of the right of subrogation or recovery (including its exercise thereof beforehand) against the Debtor or the other guarantor, shall not, in any way, prejudice the interests of the Creditor, and agrees that the satisfaction of the debts owed under the Master Contract shall have priority over the realization of its right of subrogation or recovery. Specifically, until the Creditor’s debts have been fully satisfied: (a1) Guarantee Obligations in existence The Guarantor agrees that it will not claim the right of subrogation or recovery against the Debtor or the other guarantor, and that if, for any reason whatsoever, it has realized such right, the amount of money it receives will be used first to satisfy the outstanding debts owed to the Creditor; and (2) The Guarantor agrees that if there is any real security to secure the debts owed under the Master Contract, it shall not, on the date hereof listed on Item 7.2.3(a) (Existing Guarantee Obligations) ground of subrogation or for whatever other reasons, claim such collateral or the proceeds from any disposal thereof, and such collateral and proceeds shall be used first to satisfy the outstanding debts owed to the Creditor. 6.7 In the event that the Creditor transfers or assigns its rights with respect to the main debts to a third party during the guarantee period in accordance with the law, the Guarantor shall continue to assume its guarantee obligations within the scope of the Disclosure Schedule and any refinancingsoriginal guarantee. 6.8 In case the Debtor fails to fulfill its debt obligations, refundings, renewals or extensions thereof; provided that (i) the principal amount of such new Guarantee Obligations does not exceed Creditor shall have the outstanding principal amount right to directly request either of the Guarantee Obligations refinancedguarantors to fulfill its guarantee obligations, refunded, renewed or extended (regardless of whether the Refinanced Guarantee Obligations), (ii) any such new Guarantee Obligations incurred by any Subsidiary Creditor has other forms of security in respect of the Borrower shall only extend, refinance, renew, replace, defease or refund Refinanced Guarantee Obligations debts owed under the Master Contract. 6.9 The Creditor may request the Guarantor in advance to satisfy its joint and several liability immediately within the scope of such Subsidiary, guarantee if: (iii1) the weighted average life The Guarantor refuses to maturity perform any obligations agreed herein in breach of such new Guarantee Obligations is the same as or longer than that any provisions of the Refinanced Guarantee Obligations and (iv) if the Refinanced Guarantee Obligation is subordinated in right of payment to the Term Loans or the Revolving Credit Obligations, as the case may be, the new Guarantee Obligation shall be subordinated in right of payment to the Term Loans and the Revolving Credit Obligations, as applicable, on terms at least as favorable to the Lenders as those contained in the documentation governing the Refinanced Guarantee Obligationthis Contract; (b2) Guarantee Obligations The Guarantor changes its domicile, receives an administrative or criminal penalty, is involved in favor of a major civil dispute, has a deteriorated financial condition, or, for whatever reason, loses or might lose its capacity to provide the Collateral Agent and the Lenders created by the Loan Documentsguarantee, thus imposing an adverse effect on its ability to fulfill its guarantee obligations; (c3) Guarantee Obligations in respect of Revolving Credit Letters of Credit issued under the Revolving Credit AgreementThe Guarantor becomes bankrupt, is closed temporarily, is filed a petition for reorganization bankruptcy or revoked, or its business license is revoked; (d4) Guarantee Obligations of a corporation which becomes a Subsidiary The Guarantor, CASI Cayman, loses its position as the controlling shareholder of, or is merged with its actual control over, CASI Wuxi; or (5) Other circumstances arise that make it difficult or into a Subsidiary after impossible to recover the date hereof provided that (i) such Guarantee Obligations existed at the time such corporation became or was merged with or into a Subsidiary and were not created in anticipation thereof and (ii) immediately after giving effect debts owed to the acquisition of such corporation by Creditor under the Borrower or one of its Subsidiaries no Default Master Contract. ​ 6.10 This Contract is independent of, and shall have occurred survive the invalidity of, the Master Contract. In case the Master Contract becomes invalid, the Guarantor shall be jointly and be continuing; (e) Guarantee Obligations severally liable for satisfying any indebtedness resulting from the Debtor’s repayment of the Borrower principal and the Receivables Selling Subsidiaries created pursuant to the Receivables Purchase Documents; (f) Guarantee Obligations interest of the Borrower or main debts and from the Subsidiaries of the Borrower incurred after the Closing Date in an aggregate amount not to exceed $5,000,000 at any one time outstanding (other than as permitted by clause (g) below) ;latter’s compensation for losses.

Guarantee Obligations. The Borrower will notTo induce the Company to enter into that certain Agreement and Plan of Merger, dated as of May 9, 2010 (as the same may be amended, supplemented, restated, or otherwise modified from time to time, the “Merger Agreement”), by and among the Company, MRRC Merger Co., a Delaware corporation (“Merger Sub”) and MRRC Hold Co., a Delaware corporation (“Parent”), pursuant to which, and subject to the terms and conditions thereof, Merger Sub will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist or otherwise become or be liable in respect of any Guarantee Obligation other than, without duplicationmerge with and into the Company, the following: (a) Guarantee Obligations in existence on Guarantor absolutely, unconditionally, and irrevocably guarantees to the date hereof listed on Item 7.2.3(a) (Existing Guarantee Obligations) of the Disclosure Schedule and any refinancings, refundings, renewals or extensions thereof; provided that Company (i) the principal amount due, punctual and complete payment and performance, as and when due, of such new Guarantee Obligations does not exceed all of Parent’s payment obligations with respect to the outstanding principal amount Merger Consideration required to be paid by Parent at Closing pursuant to Section 2.2 of the Guarantee Obligations refinancedMerger Agreement (subject, refundedamong other things, renewed or extended to the procedures set forth in Section 2.3 of the Merger Agreement and the other terms and conditions of the Merger Agreement) (the Refinanced Guarantee “Payment Obligations), (ii”) any such new Guarantee Obligations incurred by any Subsidiary of the Borrower shall only extend, refinance, renew, replace, defease or refund Refinanced Guarantee Obligations of such Subsidiary, (iii) the weighted average life to maturity of such new Guarantee Obligations is the same as or longer than that of the Refinanced Guarantee Obligations and (iv) if the Refinanced Guarantee Obligation is subordinated in right of payment to the Term Loans or the Revolving Credit Obligations, as the case may be, the new Guarantee Obligation shall be subordinated in right of payment to the Term Loans and the Revolving Credit Obligations, as applicable, on terms at least as favorable to the Lenders as those contained in the documentation governing the Refinanced Guarantee Obligation; (b) Guarantee Obligations in favor of the Collateral Agent and the Lenders created by the Loan Documents; (c) Guarantee Obligations in respect of Revolving Credit Letters of Credit issued under the Revolving Credit Agreement; (d) Guarantee Obligations of a corporation which becomes a Subsidiary or is merged with or into a Subsidiary after the date hereof provided that (i) such Guarantee Obligations existed at the time such corporation became or was merged with or into a Subsidiary and were not created in anticipation thereof and (ii) immediately after giving effect full and timely payment by Parent and Merger Sub of any and all losses and damages incurred by the Company or its stockholder as a result of a breach by Parent of the Payment Obligations (the obligations described above being referred to herein as the “Obligations”). Notwithstanding anything herein to the acquisition contrary, this Guarantee shall terminate at such time (the “Termination Time”) as all of such corporation the Obligations have been terminated, paid in full or fully provided for by the Borrower irrevocable deposit of immediately available funds to the Exchange Fund described in Section 2.3 of the Merger Agreement, and none of Guarantor, Parent, Merger Sub or one of its Subsidiaries no Default the Surviving Corporation shall have occurred and any obligations hereunder following the Termination Time. All payments by Guarantor hereunder shall be continuing; (e) made in immediately available funds. Capitalized terms used in this Guarantee Obligations of but not otherwise defined herein have the Borrower and respective meanings given to such terms in the Receivables Selling Subsidiaries created pursuant to the Receivables Purchase Documents; (f) Guarantee Obligations of the Borrower or the Subsidiaries of the Borrower incurred after the Closing Date in an aggregate amount not to exceed $5,000,000 at any one time outstanding (other than as permitted by clause (g) below) ;Merger Agreement.

Guarantee Obligations. The Borrower will shall not, and will shall not permit any of its Subsidiaries to, createdirectly or indirectly, incur, assume create or suffer to exist or otherwise become or be remain liable in with respect of to any Guarantee Obligation other thanObligation, without duplication, the followingexcept: (a) Guarantee Obligations in existence on the date hereof listed on Item 7.2.3(a) (Existing Guarantee Obligations) of the Disclosure Schedule and any refinancings, refundings, renewals or extensions thereof; provided that (i) the principal amount of such new Guarantee Obligations does not exceed the outstanding principal amount of the Guarantee Obligations refinanced, refunded, renewed or extended (the Refinanced Guarantee Obligations), (ii) any such new Guarantee Obligations incurred by any Subsidiary of the Borrower shall only extend, refinance, renew, replace, defease or refund Refinanced Guarantee Obligations of such Subsidiary, (iii) the weighted average life and its Subsidiaries may become and remain liable with respect to maturity of such new Guarantee Obligations is the same as or longer than that of the Refinanced Guarantee Obligations and (iv) if the Refinanced Guarantee Obligation is subordinated in right of payment to the Term Loans or the Revolving Credit Obligations, as the case may be, the new Guarantee Obligation shall be subordinated in right of payment to the Term Loans and the Revolving Credit Obligations, as applicable, on terms at least as favorable to the Lenders as those contained in the documentation governing the Refinanced Guarantee Obligation; (b) Guarantee Obligations in favor of the Collateral Agent and the Lenders created by the Loan Documents; (c) Guarantee Obligations in respect of Revolving Credit Letters of Credit issued under the Revolving Credit AgreementGuaranties; (dii) Borrower and its Subsidiaries may become liable with respect to Guarantee Obligations in respect of a corporation which becomes a Subsidiary Letters of Credit; (iii) Borrower and its Subsidiaries may become and remain liable with respect to Guarantee Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or is merged other sales of assets; (iv) Borrower and its Subsidiaries may become and remain liable with respect to Guarantee Obligations under guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Loan Parties; (v) Borrower and its Subsidiaries may become and remain liable with respect to unsecured Guarantee Obligations in respect of any Indebtedness of Borrower or into a Subsidiary after any of its Subsidiaries permitted by subsection 7.1 (other than subsections 7.1(ii) and 7.1(viii)); (vi) Borrower and its Subsidiaries, as applicable, may remain liable with respect to Guarantee Obligations existing as of the date hereof and described in Schedule 7.4 annexed hereto; and (vii) Borrower and its Subsidiaries may become and remain liable with respect to other unsecured Guarantee Obligations; provided that (i) the maximum aggregate liability, contingent or otherwise, of Borrower and its Subsidiaries in respect of all such Guarantee Obligations existed shall at the no time such corporation became or was merged with or into a Subsidiary and were not created in anticipation thereof and (ii) immediately after giving effect to the acquisition of such corporation by the Borrower or one of its Subsidiaries no Default shall have occurred and be continuing; (e) Guarantee Obligations of the Borrower and the Receivables Selling Subsidiaries created pursuant to the Receivables Purchase Documents; (f) Guarantee Obligations of the Borrower or the Subsidiaries of the Borrower incurred after the Closing Date in an aggregate amount not to exceed $5,000,000 at any one time outstanding (other than as permitted by clause (g) below) ;2,000,000.

Guarantee Obligations. The Borrower will notTo induce the Company to enter into the Merger Agreement, pursuant to which, and subject to the terms and conditions thereof, Merger Sub will not permit any of its Subsidiaries tomerge with and into the Company, create, incur, assume or suffer to exist or otherwise become or be liable in respect of any Guarantee Obligation other than, without duplicationwith the Company as the Surviving Corporation, the following: (a) Guarantee Obligations in existence on Guarantor absolutely, unconditionally, and irrevocably guarantees to the date hereof listed on Item 7.2.3(a) (Existing Guarantee Obligations) Company, pursuant to the terms and subject to the conditions herein, the due, punctual and complete payment and performance of the Disclosure Schedule and any refinancingspayment obligations of Parent to pay, refundings, renewals or extensions thereof; provided that as applicable (i) contingent upon the principal amount of such new Guarantee Obligations does not exceed Closing, and when and if due after the outstanding principal amount Effective Time, the Equity Portion of the Guarantee Obligations refinanced, refunded, renewed or extended (the Refinanced Guarantee Obligations)Payment Fund, (ii) when and if due, any such new Guarantee Obligations incurred by any Subsidiary amounts that Parent has agreed to reimburse the Company pursuant to Section 6.5(b) of the Borrower shall only extendMerger Agreement, refinance, renew, replace, defease or refund Refinanced Guarantee Obligations of such Subsidiary, and (iii) the weighted average life to maturity of such new Guarantee Obligations is the same as or longer than that of the Refinanced Guarantee Obligations when and (iv) if the Refinanced Guarantee Obligation is subordinated in right of payment to the Term Loans or the Revolving Credit Obligations, as the case may bedue, the new Guarantee Obligation shall be subordinated in right of payment to the Term Loans and the Revolving Credit ObligationsParent Termination Fee (such amounts, as applicable, on terms at least as favorable the Guarantor’s “Obligations”). All payments by Guarantor hereunder shall be made in immediately available United States funds. Solely with respect to the Lenders as those contained in Guarantor’s Obligations under Sections 1(ii) and (iii), but not with respect to the documentation governing Guarantor’s Obligations under Section 1(i) to pay the Refinanced Guarantee Obligation; Equity Portion of the Payment Fund, Guarantor reserves the right to (a) set-off any amount owed under such Obligations by the Guarantor against any payment owing by the Company to Parent, Merger Sub, the Guarantor or any of their respective affiliates, and (b) assert any and all defenses which Parent or Merger Sub may have to payment of such Obligations. The parties hereto agree that this Guarantee Obligations in favor of the Collateral Agent and the Lenders created by the Loan Documents; (c) Guarantee Obligations in respect of Revolving Credit Letters of Credit issued under the Revolving Credit Agreement; (d) Guarantee Obligations of a corporation which becomes a Subsidiary or is merged with or into a Subsidiary after the date hereof provided that (i) such Guarantee Obligations existed at the time such corporation became or was merged with or into a Subsidiary and were may not created in anticipation thereof and (ii) immediately after be enforced without giving effect to limitations on the acquisition Guarantor’s liability in the amount of such corporation its Obligations. For the purposes hereof, “Equity Portion” means the total amount resulting from (w) the aggregate amount of the Payment Fund, plus, (x) the aggregate amount of the payment obligations of the Surviving Corporation under Section 2.3 of the Merger Agreement, minus (y) the aggregate amount of the Debt Financing (or any Alternative Financing) contemplated by the Borrower or one of its Subsidiaries no Default shall have occurred Debt Commitment Letter, and be continuing; minus (ez) Guarantee Obligations the Company’s cash and short term marketable securities as of the Borrower and the Receivables Selling Subsidiaries created pursuant to the Receivables Purchase Documents; (f) Guarantee Obligations of the Borrower or the Subsidiaries of the Borrower incurred after the Closing Date in an aggregate amount not to exceed $5,000,000 at any one time outstanding (other than as permitted by clause (g) below) ;Effective Time.

Guarantee Obligations. The Borrower will (a) DuPont and Conoco shall cooperate and Conoco shall use its best efforts to terminate, or to cause Conoco, one of its Subsidiaries, or one of its Affiliates (other than DuPont and any of the Retained Subsidiaries) to be substituted in all respects for DuPont and any of Retained Subsidiaries in respect of, all obligations of DuPont or any of the Retained Subsidiaries under any loan, financing, lease, Contract or other obligation (other than letters of credit governed by Section 9.2) in existence as of the Effective Date pertaining to the Transferred Business for which DuPont or any of the Retained Subsidiaries is or may be liable, as guarantor, original tenant, primary obligor or otherwise including, but not limited to (so long as they are of the same type or nature), as those set forth on Schedule 9.3, but excluding Shared Contracts ("DuPont Guarantees"). If such a termination or substitution is not effected by the Effective Date, (i) Conoco shall indemnify and hold harmless the DuPont Parties for any Losses arising from or relating to DuPont Guarantees, and (ii) from and after the Effective Date, Conoco shall not, and will shall not permit any of its Subsidiaries to, createenter into, incurrenew or extend the term of, assume increase its obligations under, or suffer transfer to exist a third party, any loan, lease, Contract or otherwise become other obligation for which DuPont is or may be liable pursuant to a DuPont Guarantee. DuPont agrees that it shall notify Conoco in respect a timely manner of any changes to the DuPont Guarantee Obligation other thanAmount. To the extent that DuPont or the Retained Subsidiaries have performance obligations under any DuPont Guarantee, without duplication, the following: (a) Guarantee Obligations in existence on the date hereof listed on Item 7.2.3(a) (Existing Guarantee Obligations) of the Disclosure Schedule and any refinancings, refundings, renewals or extensions thereof; provided that Conoco will use best efforts to (i) perform such obligations on behalf of DuPont and the principal Retained Subsidiaries or (ii) otherwise take such action as requested by DuPont so as to put DuPont and the Retained Subsidiaries in the same position as if Conoco, and not DuPont and the Retained Subsidiaries, had performed or were performing such obligations, including, without limitation, concurrently purchasing from DuPont and the Retained Subsidiaries such products that DuPont and the Retained Subsidiaries are required to purchase pursuant to the relevant DuPont Guarantee in lieu of performance by Conoco or any of its Subsidiaries. If Conoco concurrently purchases products from DuPont and the Retained Subsidiaries, the price to be paid by Conoco or any of its Subsidiaries shall be an amount sufficient to fully indemnify DuPont and the Retained Subsidiaries for all costs and expenses related to the purchase by DuPont and the Retained Subsidiaries of such new Guarantee Obligations does not exceed products. (b) Commencing on the earlier to occur of (i) two years following the Effective Date or (ii) the first date on which the voting power of shares of common stock of Conoco beneficially owned by DuPont falls below 50% of the total voting power of all of the outstanding principal amount shares of Voting Stock, Conoco shall pay to DuPont a fee payable at the end of each calendar quarter calculated by applying a rate of .20% per annum to the average outstanding DuPont Guarantee Amount during such quarter (the "DuPont Guarantee Fee"). (c) Conoco agrees that it will not, without the express written consent of DuPont, which consent may be withheld in the sole discretion of DuPont, enter into any agreement with respect to a merger, consolidation or amalgamation with, or sale of all or substantially all the assets, in one transaction or in a series of related transactions to, any third party, unless such third party expressly agrees as a term of such agreement to (i) terminate, or to cause such third party or one of its Affiliates to be substituted in all respects for DuPont in respect of, all obligations of DuPont or any of the Guarantee Obligations refinanced, refunded, renewed or extended (Retained Subsidiaries under the Refinanced Guarantee Obligations)DuPont Guarantees, (ii) indemnify and hold harmless the DuPont Parties for any such new Guarantee Obligations incurred by any Subsidiary of the Borrower shall only extend, refinance, renew, replace, defease Losses arising from or refund Refinanced Guarantee Obligations of such Subsidiaryrelating to DuPont Guarantees, (iii) assume or guarantee the weighted average life payment to maturity DuPont of such new any unpaid DuPont Guarantee Obligations is the same as Fee by Conoco or longer than that of the Refinanced Guarantee Obligations any successor to Conoco in accordance with Section 9.3(b) above and (iv) if the Refinanced Guarantee Obligation is subordinated in right of payment not, and to the Term Loans not permit Conoco or the Revolving Credit Obligations, as the case may be, the new Guarantee Obligation shall be subordinated in right of payment to the Term Loans and the Revolving Credit Obligations, as applicable, on terms at least as favorable to the Lenders as those contained in the documentation governing the Refinanced Guarantee Obligation; (b) Guarantee Obligations in favor of the Collateral Agent and the Lenders created by the Loan Documents; (c) Guarantee Obligations in respect of Revolving Credit Letters of Credit issued under the Revolving Credit Agreement; (d) Guarantee Obligations of a corporation which becomes a Subsidiary or is merged with or into a Subsidiary after the date hereof provided that (i) such Guarantee Obligations existed at the time such corporation became or was merged with or into a Subsidiary and were not created in anticipation thereof and (ii) immediately after giving effect to the acquisition of such corporation by the Borrower or one any of its Subsidiaries no Default shall have occurred and or Affiliates to, renew or extend the term of, increase its obligations under, or transfer to another third party, any loan, lease, Contract or other obligation for which DuPont is or may be continuing; (e) Guarantee Obligations of the Borrower and the Receivables Selling Subsidiaries created liable pursuant to the Receivables Purchase Documents; (f) a DuPont Guarantee Obligations of the Borrower prior to such termination or the Subsidiaries of the Borrower incurred after the Closing Date in an aggregate amount not to exceed $5,000,000 at any one time outstanding (other than as permitted by clause (g) below) ;substitution.