Common use of Guarantee Clause in Contracts

Guarantee. (a) The Guarantor hereby fully, irrevocably, absolutely and unconditionally guarantees, as a guarantee of payment and not merely as a guarantee of collection, immediate payment when due to the Trust any payments required to be made by Principal Life to the Trust under the Funding Agreement which shall become due and payable regardless of whether such payment is due at maturity, on an interest payment date or as a result of redemption or otherwise (the “Scheduled Payments”) but shall be unpaid by Principal Life (the “Guaranteed Amounts”). Notwithstanding anything to the contrary contained herein, in no event shall the Guaranteed Amounts exceed the Deposit (as defined in the Funding Agreement) of the Funding Agreement, plus accrued but unpaid interest and any other amounts due and owing under the Funding Agreement, less any amounts paid by Principal Life to the Trust. (b) In the event that Principal Life fails to make a Scheduled Payment in full when due (the “Payment Notice Date”), then the Trust or Citibank, N.A., as indenture trustee for the benefit of the holders of the Notes (the “Indenture Trustee”), pursuant to the indenture (the “Indenture”) between the Trust and the Indenture Trustee, may present the Guarantor with notice (each, a “Payment Notice”) of such failure in writing on or after the Payment Notice Date. The Payment Notice shall identify (1) the Funding Agreement, (2) the Trust, (3) the Payment Notice Date and (4) the amount of the Scheduled Payments not paid by Principal Life to the Trust as of the Payment Notice Date. Upon receipt of such Payment Notice, the Guarantor will immediately pay the Guaranteed Amounts pursuant to Section 7. (c) In the event that, after receipt of a Payment Notice from the Trust, the Guarantor fails to make immediate payment to the Trust or the Indenture Trustee of the Guaranteed Amounts, then the Trust and the Indenture Trustee may enforce the obligations of the Guarantor under this Guarantee, including by immediately bringing suit directly against the Guarantor (without first bringing suit against Principal Life) for the Guaranteed Amounts not paid to the Trust as of the Payment Notice Date. (d) This Guarantee is an unsecured, unsubordinated and contingent obligation of the Guarantor and ranks equally with all other unsecured and unsubordinated obligations of the Guarantor.

Guarantee. (a) The On any Distribution Date, the Guarantor is hereby fully, irrevocably, absolutely and unconditionally guarantees, as a guarantee of payment and not merely as a guarantee of collection, immediate payment when due obligated to the Trust any payments required to be made by Principal Life to pay the Trust under the Funding Agreement which shall become due and payable regardless of whether such payment is due at maturityGuarantee Payment Amount, on an interest payment date or as a result of redemption or otherwise (the “Scheduled Payments”) but shall be unpaid by Principal Life (the “Guaranteed Amounts”). Notwithstanding anything to the contrary contained hereinif any, in no event shall the Guaranteed Amounts exceed the Deposit (as defined in the Funding Agreement) of the Funding Agreement, plus accrued but unpaid interest and any other amounts due and owing under the Funding Agreement, less any amounts paid by Principal Life to the Trust. (b) In the event that Principal Life fails to make a Scheduled Payment in full when due (the “Payment Notice Date”), then the Trust or Citibank, N.A., as indenture trustee for the benefit of the holders of the Notes Class B-2 Certificates. (b) No later than 1:00 p.m. New York City time on each Remittance Date, after taking into account the “Indenture Trustee”), pursuant amounts allocated to the indenture (various Subaccounts in accordance with Section 5(a) hereof, the “Indenture”) between Trustee shall, in accordance with the Trust related Remittance Report and in accordance with the Indenture Trusteeterms of the Guarantee, may present notify the Guarantor with notice (each, a “of any Guarantee Payment Notice”) of such failure in writing Amount payable under the Guarantee on or after the Payment Notice related Distribution Date. The In addition, the Servicer shall notify the Guarantor as soon as practical (but no later than the related Remittance Date) after determining that a Guarantee Payment Notice Amount shall identify (1) be payable under the Funding Agreement, (2) Guarantee on the Trust, (3) the Payment Notice Date and (4) the amount of the Scheduled Payments not paid by Principal Life to the Trust as of the Payment Notice related Distribution Date. Upon receipt of such Payment Noticenotice as described above, the Guarantor will immediately pay shall be required to deliver the Guaranteed Guarantee Payment Amount, if any, on or prior to 10:00 a.m. on the Distribution Date for the related Distribution Date. Such Guarantee Payment Amount received by the Trustee shall be paid to the Holders of the Class B-2 Certificates on such Distribution Date (or such later date, if such amounts are received subsequent to such Distribution Date). In no event shall the Guarantee Payment Amount be distributed on any Class of Certificates other than the Class B-2 Certificates and any such amounts received by the Trustee which are not distributable to the Class B-2 Certificates shall be returned by the Trustee to the Guarantor. Any Guarantee Payment Amounts pursuant made by the Guarantor to Section 7the Trustee shall be made in cash and shall be considered to be payments made directly to the holders of the Class B-2 Certificates and not payments made to the Issuing REMIC in the nature of a guarantee within the meaning of I.R.C. (S) 860G(d)(2)(B). (c) In the event that, after receipt of a Payment Notice from the TrustOn each Distribution Date, the Guarantor fails is entitled to make immediate payment receive any Guarantee Excess Amount. At such time as the Guaranteed Class B-2 Certificate Principal Balance has been reduced to zero, the Guarantor will be entitled to receive any subsequent distributions with respect to the Trust or the Indenture Trustee of the Guaranteed Class B-2 Certificates as set forth in Section 5 (which amounts will constitute Guarantee Excess Amount). All Guarantee Excess Amounts will be deemed to be reimbursements for prior Guarantee Payment Amounts, then the Trust and the Indenture Trustee may enforce the obligations of the Guarantor under this Guarantee, including by immediately bringing suit directly against the Guarantor (without first bringing suit against Principal Life) for the Guaranteed Amounts not paid to the Trust as of the Payment Notice Date. (d) This Guarantee is an unsecured, unsubordinated and contingent obligation of the Guarantor and ranks equally with all other unsecured and unsubordinated obligations of the Guarantor.

Guarantee. (a) The On any Distribution Date, the Guarantor is hereby fully, irrevocably, absolutely and unconditionally guarantees, as a guarantee of payment and not merely as a guarantee of collection, immediate payment when due obligated to the Trust any payments required to be made by Principal Life to pay the Trust under Guarantee Payment Amount, if any, for the Funding Agreement which shall become due benefit of Oakwood Financial Corporation and payable regardless its successors and assigns as holders of whether such payment is due at maturity, on an interest payment date or as a result of redemption or otherwise (the “Scheduled Payments”) but shall be unpaid by Principal Life (the “Guaranteed Amounts”). Notwithstanding anything to the contrary contained herein, in no event shall the Guaranteed Amounts exceed the Deposit (as defined in the Funding Agreement) 50% of the Funding Agreement, plus accrued but unpaid interest and any other amounts due and owing under the Funding Agreement, less any amounts paid by Principal Life to the Trustoutstanding Class B-2 Certificates. (b) In No later than 1:00 p.m. New York City time on each Remittance Date, after taking into account the event that Principal Life fails amounts allocated to make a Scheduled Payment the various Subaccounts in full when due (accordance with Section 5(a) hereof, the “Payment Notice Date”)Trustee shall, then in accordance with the Trust or Citibank, N.A., as indenture trustee for related Remittance Report and in accordance with the benefit terms of the holders of the Notes (the “Indenture Trustee”)Guarantee, pursuant to the indenture (the “Indenture”) between the Trust and the Indenture Trustee, may present notify the Guarantor with notice (each, a “of any Guarantee Payment Notice”) of such failure in writing Amount payable under the Guarantee on or after the Payment Notice related Distribution Date. The In addition, the Servicer shall notify the Guarantor as soon as practical (but no later than the related Remittance Date) after determining that a Guarantee Payment Notice Amount shall identify (1) be payable under the Funding Agreement, (2) Guarantee on the Trust, (3) the Payment Notice Date and (4) the amount of the Scheduled Payments not paid by Principal Life to the Trust as of the Payment Notice related Distribution Date. Upon receipt of such Payment Noticenotice as described above, the Guarantor will immediately pay shall be required to deliver the Guarantee Payment Amount, if any, on or prior to 10:00 a.m. on the Distribution Date for the related Distribution Date. Such Guarantee Payment Amount received by the Trustee shall be paid to the Guaranteed Holders on such Distribution Date (or such later date, if such amounts are received subsequent to such Distribution Date). In no event shall the Guarantee Payment Amount be distributed on any Class of Certificates or other holders of the Class B-2 Certificates other than the Guaranteed Holders and any such amounts received by the Trustee which are not distributable to the Guaranteed Holders shall be returned by the Trustee to the Guarantor. Any Guarantee Payment Amounts pursuant made by the Guarantor to Section 7the Trustee shall be made in cash and shall be considered to be payments made directly to the Guaranteed Holders and not payments made to the Issuing REMIC in the nature of a guarantee within the meaning of I.R.C. (S) 860G(d)(2)(B). (c) In the event that, after receipt of a Payment Notice from the TrustOn each Distribution Date, the Guarantor fails is entitled to make immediate payment receive any Guarantee Excess Amount. At such time as the Guaranteed Class B-2 Certificate Principal Balance has been reduced to zero, the Guarantor will be entitled to receive any subsequent distributions with respect to the Trust or the Indenture Trustee of Class B-2 Certificates held by the Guaranteed Holder as set forth in Section 5 (which amounts will constitute Guarantee Excess Amount). All Guarantee Excess Amounts will be deemed to be reimbursements for prior Guarantee Payment Amounts, then the Trust and the Indenture Trustee may enforce the obligations of the Guarantor under this Guarantee, including by immediately bringing suit directly against the Guarantor (without first bringing suit against Principal Life) for the Guaranteed Amounts not paid to the Trust as of the Payment Notice Date. (d) This Guarantee is an unsecured, unsubordinated and contingent obligation of the Guarantor and ranks equally with all other unsecured and unsubordinated obligations of the Guarantor.

Guarantee. (a) The Guarantor hereby fully, irrevocably, absolutely irrevocably and unconditionally guaranteesagrees with the Trust Preferred Guarantee Trustee and the Holders from time to time of the Trust Preferred Securities, as a guarantee of payment and not merely as a guarantee of collection, immediate payment when due subject to the limitations set forth in this Trust Preferred Guarantee, to guarantee payment, on a subordinated basis as provided in Section 5.02, in full to such Holders (whether such rights under this Trust Preferred Guarantee are asserted by the Trust Preferred Guarantee Trustee or directly by any payments required to be made by Principal Life such Holder) (without duplication of amounts theretofore paid to the Holders by the Trust), regardless of any defense, right of set-off or counterclaim that the Trust under the Funding Agreement which shall become may have or assert, of: (i) Capital Payments due and payable regardless on the Trust Preferred Securities on each Payment Date for the then current Payment Period, in the amounts and in the manner set forth in the Trust Agreement, including any Additional Amounts payable with respect thereto; (ii) on each Redemption Date, the Redemption Price for each Trust Preferred Security called for redemption by the Trust, in accordance with the provisions of whether such payment is due at maturitythe Trust Agreement; (iii) upon any voluntary or involuntary dissolution, liquidation or winding up of the Trust (other than a dissolution of the Trust in which the Class B Preferred Securities are distributed to the Holders of the Trust Preferred Securities as provided in the Trust Agreement), the liquidation preference amount of the Trust Preferred Securities, plus accrued and unpaid Capital Payments on an interest payment the Trust Preferred Securities in respect of the then current Payment Period to but excluding the date or as a result of redemption or otherwise liquidation, including any Additional Amounts payable with respect thereto; (collectively, the “Scheduled Guarantee Payments”) but shall be unpaid by Principal Life (the “Guaranteed Amounts”). Notwithstanding anything All Guarantee Payments shall include interest accrued on such Guarantee Payments, at a rate per annum equal to the contrary contained herein, in no event shall the Guaranteed Amounts exceed the Deposit (as defined in the Funding Agreement) Stated Rate of the Funding AgreementTrust Preferred Securities, plus accrued but unpaid interest and any other amounts due and owing since the date of the claim asserted under the Funding Agreement, less any amounts paid by Principal Life this Trust Preferred Guarantee relating to the Trustsuch Guarantee Payments. (b) In the event that Principal Life fails The Guarantor’s obligation to make a Scheduled Payment any of the payments listed in full when due (i) and (ii) of subsection (a) above may be satisfied by direct payment of the “Payment Notice Date”), then required amounts by the Guarantor to the Holders or by causing the Trust or Citibank, N.A., as indenture trustee for the benefit of the holders of the Notes (the “Indenture Trustee”), pursuant to pay such amounts to the indenture (the “Indenture”) between the Trust and the Indenture Trustee, may present the Guarantor with notice (each, a “Payment Notice”) of such failure in writing on or after the Payment Notice Date. The Payment Notice shall identify (1) the Funding Agreement, (2) the Trust, (3) the Payment Notice Date and (4) the amount of the Scheduled Payments not paid by Principal Life to the Trust as of the Payment Notice Date. Upon receipt of such Payment Notice, the Guarantor will immediately pay the Guaranteed Amounts pursuant to Section 7Holders. (c) In the event that, after receipt of a Payment Notice from the Trust, the Guarantor fails to make immediate payment to the Trust or the Indenture Trustee of the Guaranteed Amounts, then the Trust and the Indenture Trustee may enforce the obligations of the Guarantor under this Guarantee, including by immediately bringing suit directly against the Guarantor (without first bringing suit against Principal Life) for the Guaranteed Amounts not paid to the Trust as of the Payment Notice Date. (d) This Guarantee is an unsecured, unsubordinated and contingent obligation of the Guarantor and ranks equally with all other unsecured and unsubordinated obligations of the Guarantor.

Guarantee. (a) The Guarantor hereby fully, irrevocably, absolutely and unconditionally guarantees, as a guarantee of payment and not merely as a guarantee of collection, immediate payment when due to the Trust any payments required to be made by Principal Life to the Trust under the Funding Agreement which shall become due and payable regardless of whether such payment is due at maturity, on an interest payment date or as a result of redemption or otherwise (the “Scheduled Payments”) but shall be unpaid by Principal Life (the “Guaranteed Amounts”). Notwithstanding anything to the contrary contained herein, in no event shall the Guaranteed Amounts exceed the Deposit (as defined in the Funding Agreement) of the Funding Agreement, plus accrued but unpaid interest and any other amounts due and owing under the Funding Agreement, less any amounts paid by Principal Life to the Trust. (b) In the event that Principal Life fails to make a Scheduled Payment in full when due (the “Payment Notice Date”), then the Trust or Citibank, N.A.Law Debenture Trust Company of New York, as indenture trustee for the benefit of the holders of the Notes (the “Indenture Trustee”), pursuant to the indenture (the “Indenture”) between the Trust and the Indenture Trustee, may present the Guarantor with notice (each, a “Payment Notice”) of such failure in writing on or after the Payment Notice Date. The Payment Notice shall identify (1) the Funding Agreement, (2) the Trust, (3) the Payment Notice Date and (4) the amount of the Scheduled Payments not paid by Principal Life to the Trust as of the Payment Notice Date. Upon receipt of such Payment Notice, the Guarantor will immediately pay the Guaranteed Amounts pursuant to Section 7. (c) In the event that, after receipt of a Payment Notice from the Trust, the Guarantor fails to make immediate payment to the Trust or the Indenture Trustee of the Guaranteed Amounts, then the Trust and the Indenture Trustee may enforce the obligations of the Guarantor under this Guarantee, including by immediately bringing suit directly against the Guarantor (without first bringing suit against Principal Life) for the Guaranteed Amounts not paid to the Trust as of the Payment Notice Date. (d) This Guarantee is an unsecured, unsubordinated and contingent obligation of the Guarantor and ranks equally with all other unsecured and unsubordinated obligations of the Guarantor.

Guarantee. (a) The Guarantor hereby fully, irrevocably, absolutely and unconditionally guarantees, as a guarantee of payment and not merely as a guarantee of collection, immediate payment when due to the Trust any payments required to be made by Principal Life to the Trust under the Funding Agreement which shall become due and payable regardless of whether such payment is due at maturity, on an interest payment date or as a result of redemption or otherwise (the “"Scheduled Payments”") but shall be unpaid by Principal Life (the “"Guaranteed Amounts”"). Notwithstanding anything to the contrary contained herein, in no event shall the Guaranteed Amounts exceed the Deposit (as defined in the Funding Agreement) of the Funding Agreement, plus accrued but unpaid interest and any other amounts due and owing under the Funding Agreement, less any amounts paid by Principal Life to the Trust. (b) In the event that Principal Life fails to make a Scheduled Payment in full when due (the “"Payment Notice Date”"), then the Trust or Citibank, N.A., as indenture trustee for the benefit of the holders of the Notes (the “"Indenture Trustee”"), pursuant to the indenture (the “"Indenture”") between the Trust and the Indenture Trustee, may present the Guarantor with notice (each, a “"Payment Notice”") of such failure in writing on or after the Payment Notice Date. The Payment Notice shall identify (1) the Funding Agreement, (2) the Trust, (3) the Payment Notice Date and (4) the amount of the Scheduled Payments not paid by Principal Life to the Trust as of the Payment Notice Date. Upon receipt of such Payment Notice, the Guarantor will immediately pay the Guaranteed Amounts pursuant to Section 7. (c) In the event that, after receipt of a Payment Notice from the Trust, the Guarantor fails to make immediate payment to the Trust or the Indenture Trustee of the Guaranteed Amounts, then the Trust and the Indenture Trustee may enforce the obligations of the Guarantor under this Guarantee, including by immediately bringing suit directly against the Guarantor (without first bringing suit against Principal Life) for the Guaranteed Amounts not paid to the Trust as of the Payment Notice Date. (d) This Guarantee is an unsecured, unsubordinated and contingent obligation of the Guarantor and ranks equally with all other unsecured and unsubordinated obligations of the Guarantor.

Guarantee. This Clause sets out the terms of the guarantee given by the Shareholders to the Fund. 2.1 The Admission Body will pay the Administering Authority for credit to the Fund such employer contributions as are required from time to time pursuant to the Regulations in accordance with the Rates and Adjustments Certificate in force from time to time. 2.2 If for whatever reason the Admission Body fails to pay an Exit Payment (ain whole or in part) The Guarantor hereby fullyto the Administering Authority, irrevocably, absolutely each Shareholder (other than the Administering Authority) shall on a several basis be responsible for paying to the Administering Authority its Proportionate Share of such sum as the Administering Authority claims in respect of the unpaid Exit Payment. 2.3 Any claim by the Administering Authority shall be made by the service of a written demand and unconditionally guarantees, shall be accepted by the Shareholders as a guarantee of payment and not merely as a guarantee of collection, immediate payment when conclusive evidence for all purposes that the amount claimed is due to the Trust any payments required Administering Authority. 2.4 Each Shareholder shall pay the sum so demanded of it within 20 Business Days of receipt of the demand (or such longer period as may be agreed in writing with the Administering Authority). 2.5 All sums paid by each Shareholder in accordance with clause 2.2 shall be held and applied by the Administering Authority for the purpose of paying and discharging the Exit Payment. 2.6 Any payment to be made by Principal Life a Shareholder shall be made in sterling free, clear of and without any deduction for taxes, levies, duties, charges, fees and deductions or withholdings for or on account of any set-off or counterclaim. 2.7 Following payment in full by the Shareholders, the Administering Authority shall provide the Shareholders with a written account showing how the payments have been applied to the Trust Fund within 30 Business Days of receipt of payment. If the payments exceeds the amount required to discharge the Exit Payment, the Administering Authority shall refund any overpayment to the Shareholders in the same proportions as they contributed. 2.8 The Shareholders’ obligations and liabilities under this clause 2 shall not be reduced, discharged, impaired or affected by the Funding Agreement which shall become due and payable regardless giving of whether such payment is due at maturitytime or any other indulgence, on an interest payment date forgiveness or forbearance by the Administering Authority. 2.9 The Administering Authority as a result of redemption or otherwise (the “Scheduled Payments”) but shareholder shall be responsible for its Proportionate Share of the unpaid Exit Payment as a shareholder and shall discharge its obligations by Principal Life (the “Guaranteed Amounts”). Notwithstanding anything transferring assets equal to the contrary contained herein, in no event shall the Guaranteed Amounts exceed the Deposit (as defined in the Funding Agreement) value of its Proportionate Share of the Funding Agreement, plus accrued but unpaid interest and any other amounts due and owing under Exit Payment from its own notional allocation of assets within the Funding Agreement, less any amounts paid by Principal Life Fund as a Scheme employer to the TrustAdmission Body’s notional allocation of assets within the Fund. (b) In the event that Principal Life fails to make a Scheduled Payment in full when due (the “Payment Notice Date”), then the Trust or Citibank, N.A., as indenture trustee for the benefit of the holders of the Notes (the “Indenture Trustee”), pursuant to the indenture (the “Indenture”) between the Trust and the Indenture Trustee, may present the Guarantor with notice (each, a “Payment Notice”) of such failure in writing on or after the Payment Notice Date. The Payment Notice shall identify (1) the Funding Agreement, (2) the Trust, (3) the Payment Notice Date and (4) the amount of the Scheduled Payments not paid by Principal Life to the Trust as of the Payment Notice Date. Upon receipt of such Payment Notice, the Guarantor will immediately pay the Guaranteed Amounts pursuant to Section 7. (c) In the event that, after receipt of a Payment Notice from the Trust, the Guarantor fails to make immediate payment to the Trust or the Indenture Trustee of the Guaranteed Amounts, then the Trust and the Indenture Trustee may enforce the obligations of the Guarantor under this Guarantee, including by immediately bringing suit directly against the Guarantor (without first bringing suit against Principal Life) for the Guaranteed Amounts not paid to the Trust as of the Payment Notice Date. (d) This Guarantee is an unsecured, unsubordinated and contingent obligation of the Guarantor and ranks equally with all other unsecured and unsubordinated obligations of the Guarantor.

Guarantee. (a) The Guarantor hereby fullyguarantees us the Borrower’s due payment of the Guaranteed Debt. If the Borrower does not pay us any Guaranteed Indebtedness when it is due, irrevocably, absolutely and unconditionally guaranteesthe Guarantor promises to pay it to us immediately on demand. In addition, as a guarantee separate and continuing promise which is independent of payment the Borrower’s promises to us, the Guarantor promises to pay us immediately on demand the amount that we would otherwise have been able to recover (on a full indemnity basis) if we cannot recover any Guaranteed Debt from the Borrower for any reason. The Guarantor is liable under this Agreement in relation to the Guaranteed Debt as a sole and principal debtor and not merely as a guarantee of collectionsurety. (This means that the Guarantor is personally and fully responsible for paying us all amounts that (b) The Guarantor’s obligations under sub-clause (a) are not reduced, immediate payment when due cancelled or changed by anything unless we agree to the Trust reduction, cancellation or change in writing and sign that agreement. It does not matter if this Agreement or any payments required other document is invalid or unenforceable or if the Borrower is not bound by the terms of this Agreement or any other document. We are not in any circumstances liable to the Guarantor, even if the Guarantor’s ability to be made reimbursed by Principal Life to the Trust under the Funding Borrower is affected by something we do or do not do. This Agreement which shall become due and payable regardless of whether such payment is due at maturity, on an interest payment date or as a result of redemption or otherwise (the “Scheduled Payments”) but shall be unpaid by Principal Life (the “Guaranteed Amounts”). Notwithstanding anything to the contrary contained herein, in no event shall the Guaranteed Amounts exceed the Deposit (as defined in the Funding Agreement) each of the Funding Guarantor’s obligations under this Agreement remain in full effect until we sign an unconditional discharge of the Guarantor’s obligations under this Agreement. (This means that the Guarantor is legally responsible for all amounts the Borrower owes us - no matter what 9.1 Costs and fees (a) You must reimburse us or pay directly any cost that we properly incur, plus accrued but unpaid interest each fee that we charge you in connection with a Relevant Document, immediately on demand and any other amounts due on a full indemnity basis. This includes costs or fees in connection with the entry into, changes to, disclosures under, and owing the exercise of rights under the Funding Agreement, less any amounts paid by Principal Life to the Trusta Relevant Document. (b) In We have set out details of our fees and charges in the event Commercial Terms. Please note that Principal Life fails to make a Scheduled Payment in full when due (the “Payment Notice Date”), then the Trust or Citibank, N.A., as indenture trustee for the benefit we can change some of the holders fees in the Fee Schedule under clauses 12.2. We will notify you of any changes as soon as we can in the Notes (the “Indenture Trustee”), pursuant to the indenture (the “Indenture”) between the Trust and the Indenture Trustee, may present the Guarantor with notice (each, a “Payment Notice”) of such failure in writing on or after the Payment Notice Date. The Payment Notice shall identify (1) the Funding Agreement, (2) the Trust, (3) the Payment Notice Date and (4) the amount of the Scheduled Payments not paid by Principal Life to the Trust as of the Payment Notice Date. Upon receipt of such Payment Notice, the Guarantor will immediately pay the Guaranteed Amounts pursuant to Section 7particular circumstances. (c) In the event that, after receipt of a Payment Notice from the Trust, the Guarantor fails to make immediate payment to the Trust or the Indenture Trustee of the Guaranteed Amounts, then the Trust and the Indenture Trustee may enforce the obligations of the Guarantor under this Guarantee, including by immediately bringing suit directly against the Guarantor (without first bringing suit against Principal Life) for the Guaranteed Amounts 10.1 When we are not paid to the Trust as of the Payment Notice Date. (d) This Guarantee is an unsecured, unsubordinated and contingent obligation of the Guarantor and ranks equally with all other unsecured and unsubordinated obligations of the Guarantor.liable

Guarantee. 7.1 The CBC hereby irrevocably undertakes as its independent obligation that it shall pay the Guaranteed Amounts to the holders of the Covered Bonds when the same become Due for Payment, provided that the CBC shall have no such obligation until (i) the occurrence of an Issuer Event of Default, the service by the Security Trustee on the Issuer of an Issuer Acceleration Notice and the service by the Security Trustee on the CBC of a Notice to Pay or (ii) the occurrence of a CBC Event of Default and the service by the Security Trustee of a CBC Acceleration Notice on the Issuer and the CBC. In addition, in respect of each Series of Covered Bonds, if the CBC is obliged to pay a Guaranteed Final Redemption Amount, then: (a) The Guarantor hereby fullythe obligation of the CBC to pay the Guaranteed Final Redemption Amount shall be deferred to, irrevocablyand shall under the Guarantee be due on, absolutely the Extended Due for Payment Date, unless on the Extension Date or any subsequent Interest Payment Date which applies pursuant to paragraph (b) below and unconditionally guarantees, as a guarantee of payment and not merely as a guarantee of collection, immediate payment when due which falls prior to the Trust Extended Due for Payment Date, any payments required moneys are available to the CBC to be made by Principal Life paid (or reserved for payment of principal on any Series of Covered Bonds), after the CBC shall under the relevant Priority of Payments have paid or provided for (1) all higher ranking amounts and (2) all Guaranteed Final Redemption Amounts pertaining to any Series with an Extended Due for Payment Date falling prior to the Trust under CBC Payment Period in which the Funding Agreement which Extended Due for Payment Date for this Series falls, then the CBC shall become due (a) give notice thereof to the relevant Covered Bondholders (in accordance with Condition 14 (Notices)), the Rating Agency, the Security Trustee, the Principal Paying Agent and payable regardless the Registrar (in the case of whether Registered Covered Bonds) as soon as reasonably practicable and in any event on the Extension Date (whereby such payment is due at maturity, on an interest payment date or as a result of redemption or otherwise (the “Scheduled Payments”) but notice shall be unpaid deemed to have been given on the first Business Day following the date on which such notice was given by Principal Life (the “Guaranteed Amounts”). Notwithstanding anything CBC to the contrary contained hereinrelevant clearing system or at least two (2) Business Days prior to such Interest Payment Date, respectively, and (b) apply such remaining available moneys in payment, in no event shall whole or in part, of the Guaranteed Amounts exceed the Deposit (as defined Final Redemption Amount pertaining to a Series of Covered Bonds with an Extended Due for Payment Date falling in the Funding Agreement) same CBC Payment Period in which the Extended Due for Payment Date for this Series falls, if applicable pro rata by reference to the Principal Amount Outstanding of such Covered Bonds (and to such extent the Guaranteed Final Redemption Amount shall for the purpose of the Funding Agreementrelevant Priority of Payments and all other purposes be due) on such Extension Date and/or such Interest Payment Date, plus accrued but unpaid interest and any other amounts due and owing under the Funding Agreement, less any amounts paid by Principal Life to the Trust.respectively; and (b) In the event CBC shall under the Guarantee owe interest over the unpaid portion of the Guaranteed Final Redemption Amount, which shall accrue and be payable on the basis set out in the applicable Final Terms or, if not set out therein, Condition 5 (Interest), provided that Principal Life fails for this purpose all references in Condition 5 (Interest) to make a Scheduled the Maturity Date are deemed to be references to the Extended Due for Payment in full Date, mutatis mutandis, all without prejudice to the CBC's obligation to pay any other Guaranteed Amount (i.e. other than the Guaranteed Final Redemption Amount) when due Due for Payment (the “Payment Notice Date”"Guarantee"), then the Trust or Citibank, N.A., . 7.2 As long as indenture trustee for the benefit of the holders of the Notes (the “Indenture Trustee”), pursuant to the indenture (the “Indenture”) between the Trust and the Indenture Trustee, may present the Guarantor with notice (each, a “Payment Notice”) of such failure in writing on or after the Payment Notice Date. The Payment Notice shall identify (1) the Funding Agreement, (2) the Trust, (3) the Payment Notice Date and (4) the amount of the Scheduled Payments not paid by Principal Life to the Trust as of the Payment Notice Date. Upon receipt of such Payment Notice, the Guarantor will immediately pay the Guaranteed Amounts pursuant to Section 7have not been fully discharged, the CBC shall not exercise vis-à-vis the Issuer any right of set-off, defence or counterclaim or exercise any rights acquired by subrogation (other than in accordance with the Subordinated Loan Agreement). 7.3 The rights under the Guarantee (a) form an integral part of the Covered Bonds, (b) are of interest to a holder of Covered Bonds only if, to the extent that, and for so long as, it holds Covered Bonds and (c) In the event that, after receipt of a Payment Notice from the Trust, the Guarantor fails to make immediate payment to the Trust or the Indenture Trustee of the Guaranteed Amounts, then the Trust and the Indenture Trustee may enforce the obligations of the Guarantor under this Guarantee, including by immediately bringing suit directly against the Guarantor (without first bringing suit against Principal Life) for the Guaranteed Amounts not paid to the Trust as of the Payment Notice Date. (d) This Guarantee is an unsecured, unsubordinated and contingent obligation of the Guarantor and ranks equally can only be transferred together with all other unsecured rights under the relevant Covered Bond. As a result, in case of a transfer to a transferee of a: (a) Bearer Covered Bond by way of book-entry transfer (girale overboeking) or physical transfer; and/or (b) Registered Covered Bond by way of assignment (cessie) by way of an assignment deed (akte) and unsubordinated obligations of notification (mededeling) thereof to the GuarantorIssuer, the CBC and the Registrar, such transfer includes the corresponding rights under the Guarantee.

Guarantee. (a) The Guarantor hereby fullyirrevocably and unconditionally, irrevocablyon a subordinated basis as provided in Section 3.02, absolutely and unconditionally guarantees, as a agrees to guarantee of the payment and not merely as a guarantee of collection, immediate payment when due in full to the Trust any payments required to be made by Principal Life Initial Holders and each subsequent Holder of Company Preferred Securities (without duplication of amounts theretofor paid to the Trust under Holders of the Funding Agreement which shall become Company Preferred Securities by the Company), regardless of any defense, right of set-off or counterclaim that the Company may have or assert of the following: (i) on any Dividend Payment Date, any Dividends due and payable regardless on the Company Preferred Securities and not subject to a Mandatory Suspension Event or an Optional Suspension Event in the amounts and in the manner set forth in the Company Articles. Dividends in the amounts provided in the Company Articles shall be deemed to be “due and payable” on a Dividend Payment Date, whether or not formally declared and irrespective of whether the Company has sufficient funds legally available for the payment thereof so long as such Dividend Payment Date is not subject to a Mandatory Suspension Event or an Optional Suspension Event; (ii) on each Redemption Date, the Redemption Price payable with respect to the Company Preferred Securities called for redemption by the Company plus any unpaid Dividends due and payable on the Company Preferred Securities with respect to the current Dividend Period accrued on a daily basis through (but not including) the Redemption Date (but without interest and without accumulation of Dividends for any prior Dividend Period to the extent not due and payable in respect of such period); and (iii) upon any voluntary or involuntary dissolution, liquidation or winding up of the Company, the Liquidation Preference payable with respect to the Company Preferred Securities plus any unpaid Dividends due and payable on the Company Preferred Securities with respect to the current Dividend Period accrued on a daily basis through (but not including) the Redemption Date (but without interest and without accumulation of Dividends for any prior Dividend Period to the extent not due and payable in respect of such period) (collectively, the “Guarantee Payments”); in each case including the Additional Amounts relating to the Guarantee Payments under Section 2.09. This Guarantee is continuing, irrevocable, unconditional and absolute. The Guarantor shall have no right to recover any amounts paid under this Guarantee otherwise than as part of the surplus, if any, available to it as holder of the Ordinary Shares in the Company upon its liquidation in accordance with the Company Articles, except when the Guarantor is entitled to a refund of its payment from the Company to the extent the Guarantor satisfies its payment obligation to the Holders of the Company Preferred Securities in accordance with Section 2.01(b). For the avoidance of doubt, the Guarantor will have no obligation to make any payment with respect to a dividend not paid, either in full or in part, due to a Mandatory Suspension Event or an Optional Suspension Event in accordance with the provisions of the Company Articles. In addition, the parties acknowledge that, if any payment is made to a Holder of Company Preferred Securities by the Guarantor pursuant to Section 2.01(a), to the extent of such payment, the Company Articles provide that the Company will have no further obligations to such Holder of Company Preferred Securities under the Company Articles (whether in relation to dividends, redemption payments, liquidation payments or otherwise). (b) To the extent the Guarantor has not fulfilled or satisfied (or has not been released from) its obligations under subsection (a) above, the Guarantor agrees with the Company, on a subordinated basis as provided in Section 3.02, subject to the limitations set forth in this Guarantee, to contribute (or cause to be contributed) to the Company such additional funds as are necessary to enable the Company to make any of the payments listed in (i), (ii) and (iii) of subsection (a) above. The Company shall distribute to the Holders of the Company Preferred Securities in accordance with the terms of the Company Articles any amounts received pursuant to Section 2.01(b) provided that if any of the Holders of the Company Preferred Securities have already received all or part of such payment from the Guarantor pursuant to this Guarantee, the Company shall refund the corresponding amount, without interest, to the Guarantor and shall only be obliged to distribute the difference to the Holders of the Company Preferred Securities. The Guarantor shall notify the Company of any Guarantee Payments made to Holders of the Company Preferred Securities pursuant to Section 2.01(a), and the Company shall notify the Guarantor of any payments made to Holders of Company Preferred Securities (other than Dividends paid on any Dividend Payment Date when such Dividends were initially due). If, and only if, an Event of Default with respect to a Guarantee Payment occurs and is due at maturitycontinuing for more than 30 days, the Company shall have the right to enforce the Company’s rights under this Section 2.01(b) by instituting a suit for that purpose and shall do so promptly if directed by the Independent Director acting within the scope of his powers, and the Independent Director shall have the right to enforce this provision by himself by instituting a suit for that purpose on an interest payment date behalf of the Company, if permitted to do so under applicable law. Any instruction, demand or as a result notice given or action taken by the Independent Director that the Independent Director confirms is being given or taken on behalf of redemption the Company shall, for all purposes of this Guarantee, be deemed to have been properly given or otherwise (taken on behalf of the “Scheduled Payments”Company. Notwithstanding the foregoing, any enforcement action taken by the Company under this Section 2.01(b) but shall be unpaid by Principal Life (without prejudice to the “Guaranteed Amounts”)claims of the Holders of the Company Preferred Securities under this Guarantee. For the avoidance of doubt, this Section 2.01(b) is intended to enable the Company and the Independent Director to enforce any existing payment obligation of the Guarantor to Holders under the terms of this Guarantee and not to create a separate or additional payment obligation. Notwithstanding anything to the contrary contained herein, the Company will not have any direct claim against the Guarantor during any period in no event shall which a Liquidation Event has occurred and is continuing but the Guaranteed Amounts exceed Liquidation Distribution Amount to which the Deposit Holders of the Company Preferred Securities are entitled hereunder has not been determined and the Senior Liquidation Claim (as defined in Section 3.02) has not accrued and become payable following satisfaction of a Condition for Liquidation Payment such that only the Funding Agreement) Senior Liquidation Claim held by the Holders of the Funding AgreementCompany Preferred Securities, plus accrued but unpaid interest and any other amounts due and owing under the Funding Agreement, less any amounts paid by Principal Life to the Trust. (b) In the event that Principal Life fails to make a Scheduled Payment in full when due (the “Payment Notice Date”), then the Trust or Citibank, N.A., as indenture trustee for the benefit no contingent claim of the holders of the Notes (the “Indenture Trustee”)Company, pursuant to the indenture (the “Indenture”) between the Trust and the Indenture Trustee, may present the Guarantor with notice (each, shall be counted as a “Payment Notice”) of such failure in writing on or after the Payment Notice Date. The Payment Notice shall identify (1) the Funding Agreement, (2) the Trust, (3) the Payment Notice Date and (4) the amount of the Scheduled Payments not paid by Principal Life to the Trust as of the Payment Notice Date. Upon receipt of such Payment Notice, the Guarantor will immediately pay the Guaranteed Amounts pursuant to Section 7. (c) In the event that, after receipt of a Payment Notice from the Trust, the Guarantor fails to make immediate payment to the Trust or the Indenture Trustee of the Guaranteed Amounts, then the Trust and the Indenture Trustee may enforce the obligations Core Capital Linked Senior Debt of the Guarantor under this Guarantee, including by immediately bringing suit directly against in determining the Guarantor (without first bringing suit against Principal Life) for the Guaranteed Amounts not paid to the Trust as of the Payment Notice Date. (d) This Guarantee is an unsecured, unsubordinated and contingent obligation of the Guarantor and ranks equally with all other unsecured and unsubordinated obligations Liquidation Distribution Amount in a liquidation of the Guarantor.

Guarantee. (a) The Guarantor hereby fully, irrevocably, absolutely and unconditionally guarantees, as a guarantee of payment and not merely as a guarantee of collection, immediate payment when due to In the Trust event that any payments required to be made by Principal Life to the Trust under the Funding Agreement which shall become due and payable regardless of whether such payment Periodic Lease Payment is due at maturity, on an interest payment date or as a result of redemption or otherwise (the “Scheduled Payments”) but shall be unpaid by Principal Life (the “Guaranteed Amounts”). Notwithstanding anything to the contrary contained herein, in no event shall the Guaranteed Amounts exceed the Deposit (as defined in the Funding Agreement) of the Funding Agreement, plus accrued but unpaid interest and any other amounts due and owing under the Funding this Lease Purchase Agreement, less any amounts paid but (i) there is insufficient Available Tax Increment Revenues to fund the full Periodic Lease Payment, or (ii) the City Council does not or cannot appropriate Available Tax Increment Revenues to pay the Periodic Lease Payment as set forth in Section 6.2, then following receipt of the deficient Periodic Lease Payment, notice that no payment will be made by Principal Life the City, or passage of the applicable payment date without receipt of a payment, Developer shall make a written demand for the amount of the Shortfall from the Guarantor. The Guarantor shall pay the Shortfall amount directly to the TrustDeveloper within 10 Business Days of receiving the written demand from the Developer (“Shortfall Payment”). (b) In If for any Fiscal Year during the event that Principal Life fails Lease Term there are Available Tax Increment Revenues in excess of what is necessary to make a Scheduled Payment pay the Periodic Lease Payment, the City shall, subject to the limitations set forth in full when due Section 6.2 (including the “Payment Notice Date”right of annual appropriation), then the Trust or Citibank, N.A., as indenture trustee for the benefit of the holders of the Notes (the “Indenture Trustee”), pursuant to the indenture (the “Indenture”) between the Trust and the Indenture Trustee, may present the Guarantor with notice (each, a “Payment Notice”) of such failure in writing on or after the Payment Notice Date. The Payment Notice shall identify (1) the Funding Agreement, (2) the Trust, (3) the Payment Notice Date and (4) certify the amount of the Scheduled any prior Shortfall Payments not paid by Principal Life to the Trust County Auditor and utilize the excess Available Tax Increment Revenues deposited into the REPF Account to reimburse the Guarantor for any prior Shortfall Payments made by the Guarantor under Section 6.3(a) (“Shortfall Reimbursement Payment.”). No interest shall accrue on any Shortfall Payment made by Guarantor. A non-binding example of a schedule for making Periodic Lease Payments and Shortfall Reimbursement Payments is attached as Exhibit B-1. Notwithstanding the foregoing, the Parties expressly acknowledge and agree: (a) the Guarantor shall not have a right to reimbursement from the City for the $2,000,000 payment made to the City under Section 4.1(c); and (b) any right to Shortfall Reimbursement Payments shall cease as the end of the Payment Notice Date. Upon receipt of such Payment Notice, the Guarantor will immediately pay the Guaranteed Amounts pursuant to Section 7Lease Term under Sections 5.1 or 5.2. (c) The City hereby covenants and agrees that during the Lease Term it shall maintain the Ordinance in force to the extent allowed by law. In addition, until the event thatfirst Fiscal Year during the Lease Term in which there is no longer any accrued, after receipt of a Payment Notice outstanding and unreimbursed Shortfall Payment, the City agrees that it shall not, absent written consent from the TrustGuarantor, commit or obligate more than seventy five percent (75%) of the Tax Increment Revenues from any development in the Playland Park Urban Renewal Area to be used for purposes other than paying the Periodic Lease Payments and any Shortfall Reimbursement Payments under this Lease Purchase Agreement. Notwithstanding the foregoing, the Guarantor fails City remains free to make immediate payment commit or obligate up to the Trust or the Indenture Trustee seventy five percent (75%) of the Guaranteed AmountsTax Increment Revenues from each and all development in the Playland Park Urban Renewal Area for any lawful purpose throughout the Lease Term, then and nothing in this Section shall be interpreted as interfering with the Trust and the Indenture Trustee may enforce the obligations of the Guarantor under this Guarantee, including by immediately bringing suit directly against the Guarantor (without first bringing suit against Principal Life) for the Guaranteed Amounts not paid to the Trust as of the Payment Notice Dateannual appropriation process set forth Section 6.2(b). (d) This Guarantee is an unsecured, unsubordinated and contingent obligation of the Guarantor and ranks equally with all other unsecured and unsubordinated obligations of the Guarantor.

Guarantee. (a) The Guarantor hereby fully, irrevocably, absolutely irrevocably and unconditionally guaranteesagrees with the Trust Preferred Guarantee Trustee and the Holders from time to time of the Trust Preferred Securities, as a guarantee of payment and not merely as a guarantee of collection, immediate payment when due subject to the limitations set forth in this Trust Preferred Guarantee, to guarantee payment, on a subordinated basis as provided in Section 5.02, in full to such Holders (whether such rights under this Trust Preferred Guarantee are asserted by the Trust Preferred Guarantee Trustee or directly by any payments required to be made by Principal Life such Holder) (without duplication of amounts theretofore paid to the Holders by the Trust), regardless of any defense, right of set-off or counterclaim that the Trust under the Funding Agreement which shall become may have or assert, of: (i) Capital Payments due and payable regardless on the Trust Preferred Securities on each Payment Date for the then current Payment Period, in the amounts and in the manner set forth in the Trust Agreement, including any Additional Amounts payable with respect thereto; (ii) on each Redemption Date, the Redemption Price for each Trust Preferred Security called for redemption by the Trust, in accordance with the provisions of whether such payment is due at maturitythe Trust Agreement; (iii) upon any voluntary or involuntary dissolution, liquidation or winding up of the Trust (other than a dissolution of the Trust in which the Class B Preferred Securities are distributed to the Holders of the Trust Preferred Securities as provided in the Trust Agreement), the liquidation preference amount, plus accrued and unpaid Capital Payments on an interest payment the Trust Preferred Securities in respect of the then current Payment Period to but excluding the date or as a result of redemption or otherwise liquidation, including any Additional Amounts payable with respect thereto; (collectively, the “Scheduled Guarantee Payments”) but shall be unpaid by Principal Life (the “Guaranteed Amounts”). Notwithstanding anything All Guarantee Payments shall include interest accrued on such Guarantee Payments, at a rate per annum equal to the contrary contained herein, in no event shall the Guaranteed Amounts exceed the Deposit (as defined in the Funding Agreement) Stated Rate of the Funding AgreementTrust Preferred Securities, plus accrued but unpaid interest and any other amounts due and owing since the date of the claim asserted under the Funding Agreement, less any amounts paid by Principal Life this Trust Preferred Guarantee relating to the Trustsuch Guarantee Payments. (b) In the event that Principal Life fails The Guarantor’s obligation to make a Scheduled Payment any of the payments listed in full when due (i) and (ii) of subsection (a) above may be satisfied by direct payment of the “Payment Notice Date”), then required amounts by the Guarantor to the Holders or by causing the Trust or Citibank, N.A., as indenture trustee for the benefit of the holders of the Notes (the “Indenture Trustee”), pursuant to pay such amounts to the indenture (the “Indenture”) between the Trust and the Indenture Trustee, may present the Guarantor with notice (each, a “Payment Notice”) of such failure in writing on or after the Payment Notice Date. The Payment Notice shall identify (1) the Funding Agreement, (2) the Trust, (3) the Payment Notice Date and (4) the amount of the Scheduled Payments not paid by Principal Life to the Trust as of the Payment Notice Date. Upon receipt of such Payment Notice, the Guarantor will immediately pay the Guaranteed Amounts pursuant to Section 7Holders. (c) In the event that, after receipt of a Payment Notice from the Trust, the Guarantor fails to make immediate payment to the Trust or the Indenture Trustee of the Guaranteed Amounts, then the Trust and the Indenture Trustee may enforce the obligations of the Guarantor under this Guarantee, including by immediately bringing suit directly against the Guarantor (without first bringing suit against Principal Life) for the Guaranteed Amounts not paid to the Trust as of the Payment Notice Date. (d) This Guarantee is an unsecured, unsubordinated and contingent obligation of the Guarantor and ranks equally with all other unsecured and unsubordinated obligations of the Guarantor.

Guarantee. (a) The Guarantor hereby fully, irrevocably, absolutely irrevocably and unconditionally guaranteesagrees with the Trust Preferred Guarantee Trustee and the Holders from time to time of the Trust Preferred Securities, as a guarantee of payment and not merely as a guarantee of collection, immediate payment when due subject to the limitations set forth in this Trust Preferred Guarantee, to guarantee payment, on a subordinated basis as provided in Section 5.02, in full to such Holders (whether such rights under this Trust Preferred Guarantee are asserted by the Trust Preferred Guarantee Trustee or directly by any payments required to be made by Principal Life such Holder) (without duplication of amounts theretofore paid to the Holders by the Trust), regardless of any defense, right of set-off or counterclaim that the Trust under the Funding Agreement which shall become may have or assert, of: (i) Capital Payments due and payable regardless on the Trust Preferred Securities on each Payment Date for the then current Payment Period, in the amounts and in the manner set forth in the Trust Agreement, including, if the Tier 1 Qualification Date has not occurred prior to such Payment Date, any Arrears of whether Payments that are due and payable and including any Additional Amounts payable with respect to such payment Capital Payments and, if applicable, such Arrears of Payments; (ii) on each Redemption Date, the Redemption Price for each Trust Preferred Security called for redemption by the Trust, in accordance with the provisions of the Trust Agreement; (iii) upon any voluntary or involuntary dissolution, liquidation or winding up of the Trust (other than a dissolution of the Trust in which the Class B Preferred Securities are distributed to the Holders of the Trust Preferred Securities as provided in the Trust Agreement), the liquidation preference amount of the Trust Preferred Securities, plus accrued and unpaid Capital Payments on the Trust Preferred Securities in respect of the then current Payment Period to but excluding the date of liquidation, plus, if the Tier 1 Qualification Date had not occurred as of the Payment Date of any payments with respect to which this Trust Preferred Guarantee is invoked, Arrears of Payments that are due at maturityand payable, on an interest payment date or as a result and plus any Additional Amounts payable with respect to such Capital Payments and, if applicable, such Arrears of redemption or otherwise Payments; (collectively, the “Scheduled Guarantee Payments”) but shall be unpaid by Principal Life (the “Guaranteed Amounts”). Notwithstanding anything All Guarantee Payments shall include interest accrued on such Guarantee Payments, at a rate per annum equal to the contrary contained herein, in no event shall the Guaranteed Amounts exceed the Deposit (as defined in the Funding Agreement) Stated Rate of the Funding AgreementTrust Preferred Securities, plus accrued but unpaid interest and any other amounts due and owing since the date of the claim asserted under the Funding Agreement, less any amounts paid by Principal Life this Trust Preferred Guarantee relating to the Trustsuch Guarantee Payments. (b) In the event that Principal Life fails The Guarantor’s obligation to make a Scheduled Payment any of the payments listed in full when due (i) and (ii) of subsection (a) above may be satisfied by direct payment of the “Payment Notice Date”), then required amounts by the Guarantor to the Holders or by causing the Trust or Citibank, N.A., as indenture trustee for the benefit of the holders of the Notes (the “Indenture Trustee”), pursuant to pay such amounts to the indenture (the “Indenture”) between the Trust and the Indenture Trustee, may present the Guarantor with notice (each, a “Payment Notice”) of such failure in writing on or after the Payment Notice Date. The Payment Notice shall identify (1) the Funding Agreement, (2) the Trust, (3) the Payment Notice Date and (4) the amount of the Scheduled Payments not paid by Principal Life to the Trust as of the Payment Notice Date. Upon receipt of such Payment Notice, the Guarantor will immediately pay the Guaranteed Amounts pursuant to Section 7Holders. (c) In the event that, after receipt of a Payment Notice from the Trust, the Guarantor fails to make immediate payment to the Trust or the Indenture Trustee of the Guaranteed Amounts, then the Trust and the Indenture Trustee may enforce the obligations of the Guarantor under this Guarantee, including by immediately bringing suit directly against the Guarantor (without first bringing suit against Principal Life) for the Guaranteed Amounts not paid to the Trust as of the Payment Notice Date. (d) This Guarantee is an unsecured, unsubordinated and contingent obligation of the Guarantor and ranks equally with all other unsecured and unsubordinated obligations of the Guarantor.

Guarantee. (a) The Guarantor hereby fully, irrevocably, absolutely and unconditionally guarantees, as a guarantee of payment and not merely as a guarantee of collection, immediate payment when due Subject to the Trust any payments required to be made by Principal Life provisions of paragraph an employee reporting for a scheduled shift on the call of the City shall receive the employee's regular hourly rate of pay for the entire period spent at the place of work, with a minimum of two hours' pay at the regular hourly rate. Subject to the Trust under provisions of paragraphs (3) and an employee other a school student on a school day who work on a scheduled shift, shall receive the Funding Agreement which employee's regular hourly rate of for entire period spent at the place of work, with a minimum hours' pay at regular hourly rate. In any case where an employee reports for a regular shift but refuses to work, or work but refuses to continue shall become due not be entitled to receive the minimum payments set forth in paragraphs and payable regardless (2). Subject to paragraph the Daily shall be reduced four (4) to two (2) for Regular Part-Time and Auxiliary Employees employed in following classifications: Attendant Children Cashier Attendant Leader Recreation Facility Attendant Recreation Attendant Recreation Attendant Aquatic Lifeguard Instructor Aquatics Sales Service Assistant (effective September There shall be no split shifting of whether such payment is due at maturitythe two (2) hour shifts. There shall be no change to the four (4) hour Daily Guarantee for the above classes during Saturdays, on an interest payment date or Sundays and Public Regular part-time positions existence as of July (1992 April for the Attendant Children positions) shall not have their hours reduced as a result of redemption paragraph (4) and be assigned additional hours not to Daily Guarantee. meetings trai per year. Effective September subject to paragraph Daily Guarantee shall be reduced four (4) hours to two (2) hours for Regular Part-Time and Auxiliary Employees when attending staff ning sessions to a of two (2) occasions per The following provisions shall apply to Regular Full-Time and Temporary Full-Time Employees: An employee who is called back to work by the City at any time after completing a regular shift, except where such employee is required to work overtime as a consequence of an oral or written notice given prior to the end of the employee's previous shift as provided in Clause I, shall be paid at the rate of double the employee's normal rate of pay for the time actually worked and in addition thereto shall be paid one double the rate of pay for travelling time to and home. Except as otherwise provided under this Clause an employee who is called back to work tinder this Clause shall be paid a of three (3) hours (the “Scheduled Payments”minimum includes one (I) but hour for travelling time) at double the employee's rate of pay. Notwithstanding the callout minimum, an employee who is at the work place prior to the of the employee's regular shift and who is required to work prior to the commencement of the employee's regular shift, shall be unpaid paid in accordance with the provisions for the actual time worked prior to the of the employee's regular shift. If, after a callout, an additional call or calls are upon the employee before the expiry of the minimum three (3) hour period or before arrival home, whichever shall last occur, the additional call or calls shall not qualify the employee for an additional three (3) hour period or periods but the employee shall be paid at double the employee's rate of pay for the time actually worked and an additional one (I) hour at double the normal rate of pay for travelling time to and from home. Where two (2) separate calls are completed by Principal Life an employee within a three (3) hour period the employee shall be paid at double the employee's normal rate of pay for a of four (4) hours (the “Guaranteed Amounts”minimum includes two (2) hours for travelling time). Notwithstanding anything the employee hereunder. The following provisions shall apply to all employees: Employees who are required by the contrary contained herein, City stand by for a call to work between the end day shift first day of work in no event shall the Guaranteed Amounts exceed the Deposit (a work week as defined in the Funding AgreementClause (excluding public holidays) of the Funding Agreement, plus accrued but unpaid interest and any other amounts due and owing under the Funding Agreement, less any amounts paid by Principal Life to the Trust. (b) In the event that Principal Life fails to make a Scheduled Payment in full when due (the “Payment Notice Date”), then the Trust or Citibank, N.A., as indenture trustee for the benefit of the holders of the Notes (the “Indenture Trustee”), pursuant to the indenture (the “Indenture”) between the Trust and the Indenture Trustee, may present the Guarantor with notice (each, a “Payment Notice”) of such failure in writing on or after the Payment Notice Date. The Payment Notice shall identify (1) the Funding Agreement, (2) the Trust, (3) the Payment Notice Date and (4) the amount of the Scheduled Payments not paid by Principal Life to the Trust as of the Payment Notice Date. Upon receipt of such Payment Notice, the Guarantor will immediately pay the Guaranteed Amounts pursuant to Section 7. (c) In the event that, after receipt commencement of a Payment Notice from day shift on the Trust, last day of work in the Guarantor fails to make immediate payment to the Trust or the Indenture Trustee of the Guaranteed Amounts, then the Trust and the Indenture Trustee may enforce the obligations of the Guarantor under this Guarantee, including by immediately bringing suit directly against the Guarantor (without first bringing suit against Principal Life) for the Guaranteed Amounts not paid to the Trust as of the Payment Notice Date. (d) This Guarantee is an unsecured, unsubordinated and contingent obligation of the Guarantor and ranks equally with all other unsecured and unsubordinated obligations of the Guarantor.normal work week shall be paid

Guarantee. (a) The On any Distribution Date, the Guarantor is hereby fully, irrevocably, absolutely and unconditionally guarantees, as a guarantee of payment and not merely as a guarantee of collection, immediate payment when due obligated to the Trust any payments required to be made by Principal Life to pay the Trust under the Funding Agreement which shall become due and payable regardless of whether such payment is due at maturityGuarantee Payment Amount, on an interest payment date or as a result of redemption or otherwise (the “Scheduled Payments”) but shall be unpaid by Principal Life (the “Guaranteed Amounts”). Notwithstanding anything to the contrary contained hereinif any, in no event shall the Guaranteed Amounts exceed the Deposit (as defined in the Funding Agreement) of the Funding Agreement, plus accrued but unpaid interest and any other amounts due and owing under the Funding Agreement, less any amounts paid by Principal Life to the Trust. (b) In the event that Principal Life fails to make a Scheduled Payment in full when due (the “Payment Notice Date”), then the Trust or Citibank, N.A., as indenture trustee for the benefit of the holders of the Notes Class B-2 Certificates. (b) No later than 1:00 p.m. New York City time on each Remittance Date, after taking into account the “Indenture Trustee”), pursuant amounts allocated to the indenture (various Subaccounts in accordance with Section 5(a) hereof, the “Indenture”) between Trustee shall, in accordance with the Trust related Remittance Report and in accordance with the Indenture Trusteeterms of the Guarantee, may present notify the Guarantor with notice (each, a “of any Guarantee Payment Notice”) of such failure in writing Amount payable under the Guarantee on or after the Payment Notice related Distribution Date. The In addition, the Servicer shall notify the Guarantor as soon as practical (but no later than the related Remittance Date) after determining that a Guarantee Payment Notice Amount shall identify (1) be payable under the Funding Agreement, (2) Guarantee on the Trust, (3) the Payment Notice Date and (4) the amount of the Scheduled Payments not paid by Principal Life to the Trust as of the Payment Notice related Distribution Date. Upon receipt of such Payment Noticenotice as described above, the Guarantor will immediately pay shall be required to deliver the Guaranteed Guarantee Payment Amount, if any, on or prior to 10:00 a.m. on the Distribution Date for the related Distribution Date. Such Guarantee Payment Amount received by the Trustee shall be paid to the Holders of the Class B-2 Certificates on such Distribution Date (or such later date, if such amounts are received subsequent to such Distribution Date). In no event shall the Guarantee Payment Amount be distributed on any Class of Certificates other than the Class B-2 Certificates and any such amounts received by the Trustee which are not distributable to the Class B-2 Certificates shall be returned by the Trustee to the Guarantor. Any Guarantee Payment Amounts pursuant made by the Guarantor to Section 7the Trustee shall be made in cash and shall be considered to be payments made directly to the holders of the Class B-2 Certificates and not payments made to the Issuing REMIC in the nature of a guarantee within the meaning of I.R.C. (S) 860G(d)(2)(B). (c) In the event that, after receipt of a Payment Notice from the TrustOn each Distribution Date, the Guarantor fails is entitled to make immediate payment receive any Guarantee Excess Amount. At such time as the Guaranteed Class B-2 Certificate Principal Balance has been reduced to zero, the Guarantor will be entitled to receive any subsequent distributions with respect to the Trust or the Indenture Trustee of the Guaranteed Class B-2 Certificates as set forth in Section 5 (which amounts will constitute Guarantee Excess Amount). All Guarantee Excess Amounts will be deemed to be reimbursements for prior Guarantee Payment Amounts, then together with interest thereon at the Trust and the Indenture Trustee may enforce the obligations of the Guarantor under this Guarantee, including by immediately bringing suit directly against the Guarantor (without first bringing suit against Principal Life) for the Guaranteed Amounts not paid to the Trust as of the Payment Notice Dateapplicable Pass-Through Rate. (d) This Guarantee is an unsecured, unsubordinated and contingent obligation of the Guarantor and ranks equally with all other unsecured and unsubordinated obligations of the Guarantor.

Guarantee. (a) The In accordance with Section 7.13 of the Bond Indenture, the Guarantor hereby fullyunconditionally guarantees to the Bond Trustee, irrevocablyon behalf of the Bondowners, absolutely the full and unconditionally guaranteesprompt payment of its Pro Rata Share (as defined below) of principal of and interest on the Bonds when due in an aggregate principal amount not to exceed $6,000,000 (plus interest to accrue thereon at a rate not to exceed 4%) (but not amounts due upon acceleration, redemption (other than mandatory sinking fund redemption), prepayment or other early payment) in an amount necessary to replenish the Debt Service Reserve Fund (as defined in the Bond Indenture), in the event the Debt Service Reserve Fund is drawn upon due to insufficient revenues to support the debt service on the Bonds. If notice is provided to the Guarantor by the Bond Trustee that the Bond Trustee has drawn upon the Debt Service Reserve Fund to pay debt service on the Bonds, the Guarantor shall take the necessary steps to replenish its Pro Rata Share of the Debt Service Reserve Fund all as provided in Section 7.13 of the Bond Indenture and, provided that Bond Trustee has provided notice to the Guarantor as required under Section 7.13 of the Bond Indenture, in no event later than the next succeeding Interest Payment Date (as defined in the Bond Indenture) after receipt of such notice. The Guarantor’s Pro Rata Share of the Debt Service Reserve Fund shall be the principal amount of the Bonds outstanding allocated to such Guarantor divided by the total principal amount of the Bonds outstanding (the “Pro Rata Share”). The Pro Rata Share of the Debt Service Reserve Fund for each Guarantor shall be calculated by the Bond Trustee on the date of issuance of the Bonds and on each principal and interest payment date and memorialized on such date by the Bond Trustee. On the date of the issuance of the Bonds, the Guarantor’s Pro Rata Share of the Debt Service Reserve Fund is [____]%. (b) This is a guarantee of payment and not merely as a guarantee of collection, immediate payment when due to the Trust any payments required to be made by Principal Life to the Trust under the Funding Agreement which shall become due and payable regardless of whether such payment is due at maturity, on an interest payment date or as a result of redemption or otherwise (the “Scheduled Payments”) but shall be unpaid by Principal Life (the “Guaranteed Amounts”). Notwithstanding anything to the contrary contained herein, in no event shall the Guaranteed Amounts exceed the Deposit (as defined in the Funding Agreement) of the Funding Agreement, plus accrued but unpaid interest and any other amounts due and owing under the Funding Agreement, less any amounts paid by Principal Life to the Trust. (b) In the event that Principal Life fails to make a Scheduled Payment in full when due (the “Payment Notice Date”), then the Trust or Citibank, N.A., as indenture trustee for the benefit of the holders of the Notes (the “Indenture Trustee”), pursuant to the indenture (the “Indenture”) between the Trust and the Indenture Trustee, may present the Guarantor with notice (each, a “Payment Notice”) of such failure in writing on or after the Payment Notice Date. The Payment Notice shall identify (1) the Funding Agreement, (2) the Trust, (3) the Payment Notice Date and (4) the amount of the Scheduled Payments not paid by Principal Life to the Trust as of the Payment Notice Date. Upon receipt of such Payment Notice, the Guarantor will immediately pay the Guaranteed Amounts pursuant to Section 7. (c) In the event that, after receipt of a Payment Notice from the Trust, the Guarantor fails to make immediate payment to the Trust or the Indenture Trustee of the Guaranteed Amounts, then the Trust and the Indenture Trustee may enforce the obligations of the Guarantor under this GuaranteeGuaranty Agreement shall be absolute and unconditional and a general obligation of the Guarantor to the payment of which the full faith and credit taxing power of the Guarantor is pledged; the Guarantor unconditionally and irrevocably waives each and every defense which, under principles of guarantee and suretyship law, would otherwise operate to impair or diminish such obligations. The obligations of the Guarantor under this Guaranty Agreement shall remain in full force and effect until all of the principal of, and interest on, the Series 2021A Bonds shall have been paid or the obligations of the Guarantor are released as described in paragraph (c) below, and such obligations shall not be affected, modified or impaired upon the happening from time to time of any event, including by immediately bringing suit directly against without limitation any of the following, whether or not with notice to, or the consent of, the Guarantor: (i) any lack of validity of the Bonds; (ii) the waiver, compromise, settlement, discharge, release or termination of any or all of the obligations, covenants or agreements of (A) the Issuer under the Bonds or the Bond Indenture or (B) the Borrower under the Loan Agreement; (iii) the failure to give notice to the Guarantor of the occurrence of an event of default under the terms and provisions of this Guaranty Agreement; (iv) the waiver by Bond Trustee of the payment, performance or observance by the Borrower or the Issuer of any of the obligations, covenants or agreements contained in the Loan Agreement, the Note or the Bond Indenture; (v) the extension of the time for payment of any principal of, premium, if any, or interest on any Bonds or of the time for performance of any other obligations, covenants or agreements under or arising out of the Bond Indenture, the Loan Agreement or this or any other guarantee of the Bonds or any other obligations or the extension or the renewal of any thereof; (vi) the modification or amendment (whether material or otherwise) of any obligation, covenant or agreement set forth in the Bonds, the Bond Indenture or the Loan Agreement except the principal amount of the Bonds, the interest rate payable thereon and the payment and maturity dates should not be changed without first bringing suit against Principal Lifethe County’s written approval which can be granted or withheld in the County’s sole discretion; (vii) for the Guaranteed Amounts not taking or the omission of any of the actions referred to in the Bond Indenture or the Loan Agreement; (viii) any failure, omission, delay or lack of diligence on the part of the Issuer or the Bond Trustee to enforce, assert or exercise any right, power or remedy conferred on the Bond Trustee in this Guaranty Agreement, or any other act or acts on the part of the Issuer or the Bond Trustee; (ix) any failure by the Borrower to pay the County its [annual guaranty fee (which is paid on a semi-annual basis) of [____]% of the pro-rata par amount of Bonds subject to the Trust as County’s guaranty] [upfront fee of $[______]]; and (x) the default or failure of the Payment Notice DateGuarantor fully to perform any of its obligations set forth in this Guaranty Agreement. (c) If at any time during the term of the Bonds the portion of the Project (or any portion thereof) located within the County is sold or otherwise disposed of by the Borrower or Bonds in an amount corresponding to the portion of the Project (or any portion thereof) located within the County are redeemed, the County shall be released from its obligations under this Guaranty Agreement in a corresponding amount and the County and, provided all amounts due have been paid, the Bond Trustee shall execute and deliver such instruments as may be desirable to evidence such release on or after the date set for redemption of the Bonds. Additionally, if pursuant to the Bond Indenture, unspent proceeds in the County’s Project Account are applied to redeem Bonds, provided all amounts due have been paid, the County’s Pro Rata share will be reduced by a corresponding amount. (d) This Guarantee No set-off, counterclaim, reduction, or diminution of an obligation, or any defense of any kind or nature which the Guarantor has or may have against the Issuer or the Bond Trustee shall be available hereunder to the Guarantor against the Issuer or the Bond Trustee. (e) No set-off, counterclaim, reduction or diminution of an obligation, or any defense of any kind or nature which the Guarantor has or may have against the Issuer of the Bond Trustee under the Bond Indenture shall be available hereunder to the Guarantor against the Issuer or the Bond Trustee. (f) The Guarantor further agrees that all payments made with respect to the Bonds will, when made, be final and agrees that if such payment is an unsecuredrecovered from or repaid by or on behalf of the Issuer or the holders of the Bonds in whole or in part in any bankruptcy, unsubordinated insolvency, or similar proceeding instituted by or against the Issuer or the Borrower, the Guaranty Agreement shall continue to be fully applicable to such liabilities to the same extent as though the payment so recovered or repaid had never been originally made on such liabilities. (g) In the event of a default in the payment of the regularly scheduled principal of any Bonds when and contingent obligation as the same shall become due (but not any accelerated amounts or amounts due upon prepayment or redemption except for mandatory sinking fund redemption), or in the event of a default in the payment of any interest on any Bonds when and as the same shall become due, the Bond Trustee may proceed hereunder to the extent of Guarantor’s Pro Rata Share. The Bond Trustee shall have the right to proceed first and directly against the Guarantor under this Guaranty Agreement without proceeding against or exhausting any other remedies which it may have and without resorting to any other security held by the Bond Trustee. (h) Subject to the closing conditions set forth in Section 7 below, the obligations of the Guarantor hereunder shall arise absolutely and ranks equally with all other unsecured unconditionally upon execution hereof. The Guarantor hereby expressly and unsubordinated obligations unconditionally waives each of the Guarantorfollowing (which waivers the Guarantor represents are knowingly, willingly and voluntarily given): (i) notice from Bond Trustee of its acceptance and reliance on this Guaranty Agreement; (ii) any claim for contribution against any co-guarantor until the entire principal of, premium, if any, and interest on the Bonds shall have been paid and are not subject to any right of recovery; and (iii) any right the Guarantor may now or hereafter have to claim or recover from the Issuer or the Bond Trustee any consequential, exemplary or punitive damages.

Guarantee. (a) The Guarantor hereby fullyA. Upon completion of all Work under each Task Order, irrevocablyContractor will deliver their written guarantee in favor of PCCA to Engineer in a form satisfactory to Engineer or PCCA counsel, absolutely guaranteeing all of Contractor’s Work under the Task Order except proper and unconditionally guaranteesusual wear and tear and guaranteeing said Work to be free from improper workmanship and faulty materials in every particular, as a guarantee of payment agreeing to repair or replace without cost to PCCA such Work and not merely as a guarantee of collectionmaterials found to be improper or faulty, immediate payment when and to make good all damage caused to other work or materials due to the Trust any payments such required to repair or replacement. This guarantee will be made by Principal Life to the Trust under the Funding Agreement which shall become due and payable regardless for a period of whether such payment is due at maturity, on an interest payment date or as a result of redemption or otherwise (the “Scheduled Payments”) but shall be unpaid by Principal Life (the “Guaranteed Amounts”). Notwithstanding anything to the contrary contained herein, in no event shall the Guaranteed Amounts exceed the Deposit (as defined in the Funding Agreement) of the Funding Agreement, plus accrued but unpaid interest and any other amounts due and owing under the Funding Agreement, less any amounts paid by Principal Life to the Trust. (b) In the event that Principal Life fails to make a Scheduled Payment in full when due (the “Payment Notice Date”), then the Trust or Citibank, N.A., as indenture trustee for the benefit of the holders of the Notes (the “Indenture Trustee”), pursuant to the indenture (the “Indenture”) between the Trust and the Indenture Trustee, may present the Guarantor with notice (each, a “Payment Notice”) of such failure in writing on or after the Payment Notice Date. The Payment Notice shall identify one (1) year from the Funding Agreement, (2) the Trust, (3) the Payment Notice Date and (4) the amount date of the Scheduled Payments Certificate of Final Acceptance for each Task Order. This guarantee must be furnished to Engineer and approved by Engineer or PCCA counsel before acceptance and final payment is made. B. Contractor will provide PCCA with copies of all guarantees and warranties which have been made to Contractor by suppliers or Subcontractors, together with a written assignment of such warranties and guarantees to PCCA; however, such assignment will not paid by Principal Life to the Trust as relieve Contractor of the Payment Notice Date. Upon receipt responsibility stated in subsection 5.11.A above in case of failure of Subcontractors or suppliers to fulfill the provisions of such Payment Notice, the Guarantor will immediately pay the Guaranteed Amounts pursuant to Section 7warranties and guarantees. (c) In C. Neither the event that, after receipt Certificate of a Payment Notice from Final Acceptance for each Task Order nor any provision in the Trust, Contract Documents relieves Contractor of responsibility for negligence or improper or faulty materials or workmanship during the Guarantor fails to make immediate payment to period covered by the Trust or the Indenture Trustee of the Guaranteed Amounts, then the Trust and the Indenture Trustee may enforce the obligations of the Guarantor under this Guarantee, including by immediately bringing suit directly against the Guarantor (without first bringing suit against Principal Life) for the Guaranteed Amounts not paid to the Trust as of the Payment Notice Dateguarantee. (d) This Guarantee is an unsecuredD. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR A RELATED TASK ORDER, unsubordinated and contingent obligation of the Guarantor and ranks equally with all other unsecured and unsubordinated obligations of the GuarantorIT IS AGREED AND UNDERSTOOD THAT CONTRACTOR DOES NOT OFFER, AND SPECIFICALLY WAIVES AND DISCLAIMS, ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO CONTINUED AVAILABILITY OF DRAFT AND THE CONTINUING EFFECTIVENESS OF DREDGING SERVICES AND DRAFT AFTER INITIAL ACCEPTANCE OF WORK BY PCCA, AND IT IS FURTHER AGREED AND UNDERSTOOD THAT CONTRACTOR SHALL NOT BE RESPONSIBLE FOR THE EFFECTS OF NATURAL SHOALING, SILTING, DEPOSITS, VESSEL WHEEL WASH, OR OTHER FACTORS BEYOND CONTRACTOR’S CONTROL WHICH MAY RESULT IN CHANGES TO DREDGED DEPTHS AND/OR OVERCUTS. IF, BEFORE A TASK ORDER HAS BEEN COMPLETED, NATURAL SHOALING, SILTING, DEPOSITS, VESSEL WHEEL WASH, OR OTHER FACTORS OCCUR IN A PREVIOUSLY ACCEPTED SECTION, RE- DREDGING MAY BE ORDERED BY PCCA AND SUCH ADDITIONAL WORK SHALL BE PAID FOR AS PROVIDED IN ARTICLE 6, “EXTRA WORK AND CLAIMS.”

Guarantee. (a) The Guarantor hereby fully, irrevocably, absolutely guarantor warrants that before execution of this deed the guarantor sought such advice as the guarantor considered necessary to fully understand this guarantee and unconditionally guarantees, in particular the financial consequences for the guarantor of default by the mortgagor. The guarantor has satisfied itself as a guarantee of payment and not merely as a guarantee of collection, immediate payment when due to the Trust any payments required financial position of the mortgagor and the mortgagor’s capacity to be made by Principal Life service this loan and comply with the mortgagor’s obligations under this deed. The guarantor hereby guarantees to the Trust under mortgagee the Funding Agreement which shall become due and payable regardless punctual performance of whether such payment is due at maturity, on an interest payment date or as a result of redemption or otherwise (the “Scheduled Payments”) but shall be unpaid by Principal Life (the “Guaranteed Amounts”). Notwithstanding anything to the contrary contained herein, in no event shall the Guaranteed Amounts exceed the Deposit (as defined in the Funding Agreement) of the Funding Agreement, plus accrued but unpaid interest and any other amounts due and owing under the Funding Agreement, less any amounts paid by Principal Life to the Trust. (b) In the event that Principal Life fails to make a Scheduled Payment in full when due (the “Payment Notice Date”), then the Trust or Citibank, N.A., as indenture trustee for the benefit of the holders of the Notes (the “Indenture Trustee”), pursuant to the indenture (the “Indenture”) between the Trust and the Indenture Trustee, may present the Guarantor with notice (each, a “Payment Notice”) of such failure in writing on or after the Payment Notice Date. The Payment Notice shall identify (1) the Funding Agreement, (2) the Trust, (3) the Payment Notice Date and (4) the amount of the Scheduled Payments not paid by Principal Life to the Trust as of the Payment Notice Date. Upon receipt of such Payment Notice, the Guarantor will immediately pay the Guaranteed Amounts pursuant to Section 7. (c) In the event that, after receipt of a Payment Notice from the Trust, the Guarantor fails to make immediate payment to the Trust or the Indenture Trustee of the Guaranteed Amounts, then the Trust and the Indenture Trustee may enforce all the obligations of the Guarantor mortgagor contained or implied in this deed and hereby indemnifies the mortgagee against all losses, expenditure, costs and expenses of whatever nature suffered or incurred directly or indirectly by the mortgagee in recovering the principal sum, interest and all other amounts that may become due under this Guarantee, including by immediately bringing suit directly against deed or the Guarantor (without first bringing suit against Principal Life) for mortgage. Unless otherwise stated in the Guaranteed Amounts summary this guarantee does not paid extend to include the principal and interest of any further advances made after the date of this deed. Unless otherwise stated in the summary this guarantee does not extend to include the principal and interest of any redraws made after the date of this deed. If the summary specifies a limit to the Trust as of guarantee then this guarantee is limited to that amount. This guarantee and indemnity is continuing and irrevocable and the Payment Notice Date. (d) This Guarantee is an unsecured, unsubordinated and contingent obligation of the Guarantor and ranks equally with all other unsecured and unsubordinated obligations of the Guarantorguarantor are absolute and unconditional in all circumstances and must continue notwithstanding that there is any change to the constitution, membership or board of the mortgagor. This guarantee continues despite the payment of any part of the amount owing and despite any time or other concession or compromise extended by the mortgagee to the mortgagor or any other person. The guarantor hereby consents to any variation of this deed by extension of the period for repayment of the amount owing. This guarantee and indemnity is a principal obligation and is not to be treated as ancillary or collateral to any obligation to the intent that this guarantee and indemnity will be enforceable notwithstanding that any of the deeds and other obligations arising between the mortgagee and the mortgagor are in whole or part unenforceable for any reason. Except as provided below this guarantee will not be affected by the neglect or omission of the mortgagee to enforce any of its rights in relation to this or any other security or releasing any security in whole or in part or if the mortgagor dies or becomes of unsound mind or bankrupt or being a company goes into liquidation or any other obligation for any reason becoming unenforceable in whole or in part. The mortgagee shall not exercise its rights against any security provided by the guarantor before first exercising its rights against security provided by the mortgagor.

Guarantee. (a) The Guarantor hereby fullyunconditionally guarantees to the Bond Trustee, irrevocablyon behalf of the Bondowners, absolutely the full and unconditionally guaranteesprompt payment of its Pro Rata Share (as defined below) of principal of and interest on the Bonds when due in an aggregate principal amount of not to exceed $ (plus interest thereon to accrue at a rate not to exceed 9.00%) (but not amounts due upon acceleration, redemption (other than mandatory sinking fund redemption), prepayment or other early payment) in an amount necessary to replenish the Debt Service Reserve Fund (as defined in the Bond Indenture), in the event the Debt Service Reserve Fund is drawn upon due to insufficient revenues to support the debt service on the Bonds. If notice is provided to the Guarantor by the Bond Trustee that the Bond Trustee has drawn upon the Debt Service Reserve Fund to pay debt service on the Bonds, the Guarantor shall take the necessary steps to replenish its Pro Rata Share (as defined below) of the Debt Service Reserve Fund all as provided in Section 7.13 of the Indenture. The Guarantor’s Pro Rata Share of the Debt Service Reserve Fund shall be the principal amount of the Bonds outstanding allocated to such Guarantor divided by the total principal amount of the Bonds outstanding (the “Pro Rata Share”). The Pro Rata Share of the Debt Service Reserve Fund for each Guarantor shall be calculated by the Trustee on the date of issuance of the Bonds and on each principal and interest payment date and memorialized on each such date by the Trustee. On the date of issuance of the Bonds, the Guarantor’s Pro Rata Share of the Debt Service Reserve Fund is %. (b) This is a guarantee of payment and not merely as a guarantee of collection, immediate payment when due to the Trust any payments required to be made by Principal Life to the Trust under the Funding Agreement which shall become due and payable regardless of whether such payment is due at maturity, on an interest payment date or as a result of redemption or otherwise (the “Scheduled Payments”) but shall be unpaid by Principal Life (the “Guaranteed Amounts”). Notwithstanding anything to the contrary contained herein, in no event shall the Guaranteed Amounts exceed the Deposit (as defined in the Funding Agreement) of the Funding Agreement, plus accrued but unpaid interest and any other amounts due and owing under the Funding Agreement, less any amounts paid by Principal Life to the Trust. (b) In the event that Principal Life fails to make a Scheduled Payment in full when due (the “Payment Notice Date”), then the Trust or Citibank, N.A., as indenture trustee for the benefit of the holders of the Notes (the “Indenture Trustee”), pursuant to the indenture (the “Indenture”) between the Trust and the Indenture Trustee, may present the Guarantor with notice (each, a “Payment Notice”) of such failure in writing on or after the Payment Notice Date. The Payment Notice shall identify (1) the Funding Agreement, (2) the Trust, (3) the Payment Notice Date and (4) the amount of the Scheduled Payments not paid by Principal Life to the Trust as of the Payment Notice Date. Upon receipt of such Payment Notice, the Guarantor will immediately pay the Guaranteed Amounts pursuant to Section 7. (c) In the event that, after receipt of a Payment Notice from the Trust, the Guarantor fails to make immediate payment to the Trust or the Indenture Trustee of the Guaranteed Amounts, then the Trust and the Indenture Trustee may enforce the obligations of the Guarantor under this GuaranteeGuaranty Agreement shall be absolute and unconditional and a general obligation of the Guarantor to the payment of which the full faith and credit taxing power of the Guarantor is pledged; the Guarantor unconditionally and irrevocably waives each and every defense which, under principles of guarantee and suretyship law, would otherwise operate to impair or diminish such obligations. The obligations of the Guarantor under this Guaranty Agreement shall remain in full force and effect until all of the principal of, and interest on, the Bonds shall have been paid or the obligations of the Guarantor are released as described in paragraph (c) below, and such obligations shall not be affected, modified or impaired upon the happening from time to time of any event, including by immediately bringing suit directly against without limitation any of the following, whether or not with notice to, or the consent of, the Guarantor: (i) any lack of validity of the Bonds; (ii) the waiver, compromise, settlement, discharge, release or termination of any or all of the obligations, covenants or agreements of (A) the Issuer under the Bonds or the Bond Indenture or (B) the Borrower under the Loan Agreement; (iii) the failure to give notice to the Guarantor of the occurrence of an event of default under the terms and provisions of this Guaranty Agreement; (iv) the waiver by Bond Trustee of the payment, performance or observance by the Borrower or the Issuer of any of the obligations, covenants or agreements contained in the Loan Agreement, the Note or the Bond Indenture; (v) the extension of the time for payment of any principal of, premium, if any, or interest on any Bonds or of the time for performance of any other obligations, covenants or agreements under or arising out of the Bond Indenture, the Loan Agreement or this or any other guarantee of the Bonds or any other obligations or the extension or the renewal of any thereof; (vi) the modification or amendment (whether material or otherwise) of any obligation, covenant or agreement set forth in the Bonds, the Bond Indenture or the Loan Agreement except the principal amount of the Bonds, the interest rate payable thereon and the payment and maturity dates should not be changed without first bringing suit against Principal Lifethe County’s written approval which can be granted or withheld in the County’s sole discretion; (vii) for the Guaranteed Amounts not taking or the omission of any of the actions referred to in the Bond Indenture or the Loan Agreement; (viii) any failure, omission, delay or lack of diligence on the part of the Issuer or the Bond Trustee to enforce, assert or exercise any right, power or remedy conferred on the Bond Trustee in this Guaranty Agreement, or any other act or acts on the part of the Issuer or the Bond Trustee; (ix) any failure by the Borrower to pay the County its annual guaranty fee (which is paid on a semi-annual basis) of 0.50% of the pro-rata par amount of Bonds subject to the Trust as County’s guaranty; (x) to the extent permitted by law, the release or discharge of the Payment Notice DateGuarantor from the performance or observance of any obligation, covenant or agreement contained in this Guaranty Agreement by operation of law; and (xi) the default or failure of the Guarantor fully to perform any of its obligations set forth in this Guaranty Agreement. (c) If at any time during the term of the Bonds the portion of the Project (or any portion thereof) located within the County is sold or otherwise disposed of by the Borrower or Bonds in an amount corresponding to the portion of the Project (or any portion thereof) located within the County are redeemed, the County shall be released from its obligations under this Guaranty Agreement in a corresponding amount and the County and the Trustee shall execute and deliver such instruments as may be desirable to evidence such release. Similarly, if pursuant to the Indenture, unspent proceeds in the County’s Project Account are applied to redeem Bonds, the County shall be released from its obligations under this Guaranty Agreement in a corresponding amount and the County and the Trustee shall execute and deliver such instruments as may be desirable to evidence such release. (d) This Guarantee No set-off, counterclaim, reduction or diminution of an obligation, or any defense of any kind or nature which the Guarantor has or may have against the Issuer or the Bond Trustee shall be available hereunder to the Guarantor against the Issuer or the Bond Trustee. (e) The Guarantor further guarantees that all payments made with respect to the Bonds will, when made, be final and agrees that if such payment is an unsecuredrecovered from or repaid by or on behalf of the Issuer or the holders of the Bonds in whole or in part in any bankruptcy, unsubordinated insolvency or similar proceeding instituted by or against the Issuer or the Borrower, the Guaranty Agreement shall continue to be fully applicable to such liabilities to the same extent as though the payment so recovered or repaid had never been originally made on such liabilities. (f) In the event of a default in the payment of the regularly scheduled principal of any Bonds when and contingent obligation as the same shall become due (but not any accelerated amounts or amounts due upon prepayment or redemption except for mandatory sinking fund redemption), or in the event of a default in the payment of any interest on any Bonds when and as the same shall become due, the Bond Trustee may proceed hereunder. The Bond Trustee shall have the right to proceed first and directly against the Guarantor under this Guaranty Agreement without proceeding against or exhausting any other remedies which it may have and without resorting to any other security held by the Bond Trustee. (g) Subject to the closing conditions set forth in Section 7 below, the obligations of the Guarantor hereunder shall arise absolutely and ranks equally with all other unsecured unconditionally upon execution hereof. The Guarantor hereby expressly and unsubordinated obligations unconditionally waives each of the Guarantorfollowing (which waivers the Guarantor represents are knowingly, willingly and voluntarily given): (i) notice from Bond Trustee of its acceptance and reliance on this Guaranty Agreement; (ii) any claim for contribution against any co-guarantor until the entire principal of, premium, if any, and interest on the Bonds shall have been paid and are not subject to any right of recovery; and (iii) any right the Guarantor may now or hereafter have to claim or recover from the Issuer or the Bond Trustee any consequential, exemplary or punitive damages.

Guarantee. Based on type of the Guarantee Commitment and subject to fulfilment of conditions specified in the Agreement, the Lender may issue the Guarantee in form of one or several deeds such as : (a) bank guarantee covering satisfaction of a liability indicated in the Agreement or specified in the Bank Guarantee Application. On condition that the Lender has granted its explicit consent and has agreed thereon with the Borrower, the Borrower may request that Guarantee issued cover liabilities of the third party other than the Borrower (hereinafter referred to as “Borrower to the Guaranteed Liability“). The Guarantor hereby fullyLender can issue following types of guarantees (with respect to type of the guaranteed liability): (1) payment guarantee covering satisfaction of the payment; (2) non-payment guarantee - bid bond (vadium, irrevocablybid bond), absolutely and unconditionally guarantees, as representing a guarantee for the Beneficiary, acting as the party announcing the tender (owner to tender) that the Borrower to the Guaranteed Liability will either comply with tender conditions or pay to the Beneficiary contracted amount in event of default; (3) advanced payment and not merely as guarantee, representing a guarantee of collectionfor the Beneficiary, immediate payment when due acting as the buyer, that the Borrower to the Trust any payments required to be made by Principal Life Guaranteed Liability will return to the Trust Beneficiary the advance payment under contracted conditions; (4) performance bond, representing a guarantee for the Beneficiary, acting as the ordering party, that the Borrower to the Guaranteed Liability acting as the Contractor will deliver the contracted; (5) retention bond representing a guarantee for the Beneficiary, acting as the ordering party, that the Borrower to the Guaranteed Liability acting as the Contractor, following to released money under the Funding Agreement which shall become due and payable regardless of whether such retention bonds, will satisfy its liabilities arising from the Contract after the work is delivered ; (6) non-payment is due at maturityguarantee for warranty period (warranty bond) representing a guarantee for the Beneficiary, on an interest payment date or acting as a result of redemption or otherwise (the “Scheduled Payments”) but shall be unpaid by Principal Life (ordering party, that the “Guaranteed Amounts”). Notwithstanding anything Borrower to the contrary contained herein, in no event shall Guaranteed Liability acting as the Guaranteed Amounts exceed the Deposit (as defined in the Funding Agreement) of the Funding Agreement, plus accrued but unpaid interest and any other amounts due and owing under the Funding Agreement, less any amounts paid by Principal Life Contractor will remove defects subject to warranty on its own expense / will pay for such removal. This guarantee represents an alternative to the Trust.retention bond, or (b) In Guarantee covering the event that Principal Life fails debt due to make a Scheduled Payment Financial Authority in full when due (the “Payment Notice Date”)import /export payments, then the Trust or Citibank, N.A., as indenture trustee for the benefit of the holders of the Notes (the “Indenture Trustee”), pursuant to the indenture (the “Indenture”) between the Trust and the Indenture Trustee, may present the Guarantor with notice (each, a “Payment Notice”) of such failure in writing on or after the Payment Notice Date. The Payment Notice shall identify (1) the Funding Agreement, (2) the Trust, (3) the Payment Notice Date and (4) the amount of the Scheduled Payments not paid by Principal Life to the Trust as of the Payment Notice Date. Upon receipt of such Payment Notice, the Guarantor will immediately pay the Guaranteed Amounts pursuant to Section 7.or (c) In customs bond covering customs duties and other fees charged in the event thatinternational transit system, after receipt or (d) excise tax bond on alcoholic beverages (beer, wine, intermediate products, spirit), mineral oils or tobacco /tobacco products , or (e) stand-by-Letter of a Payment Notice Credit or (f) Letter of Indemnity, (g) Toll guarantee associated with use of defined sections of highways, (h) Liability Guarantee covering liability for environmental loss, (j) Guarantee to cover VAT security. The Borrower hereby confirms that the Lender: (i) shall not be obliged to seek consent /opinion from any party (including Xxxxxxxx) before performing the Trust, claim in favour of the Guarantor fails Beneficiary according to make immediate payment conditions under the Guarantee; and (ii) review only documents submitted to the Trust Lender in relation to the Guarantee, without duty to examine or consider the Indenture Trustee legal relationship between the Borrower and Beneficiary, objections, counterclaims or acts towards offsetting or any other act executed by any party (iii) shall not be obliged to issue the Guarantee, if the Lender does not agree with the text of the required Deed, or other conditions associated with the Guarantee (including and not limited to e.g.: Beneficiary, Borrower to the Guaranteed AmountsLiability, then the Trust alien type of law, non-subordination to URDG 758 and the Indenture Trustee may enforce etc. ). Provided that other provisions of this Agreement are complied with, the obligations of the Guarantor under this Guarantee, including by immediately bringing suit directly against the Guarantor (without first bringing suit against Principal Life) for the Guaranteed Amounts not paid Borrower to the Trust as Lender are valid and exist regardless of whether: (A) any of the Payment Notice Date.documents has been prepared in an incorrect form, was forged, was not sufficient, exact, genuine or legally effective; (dB) This Guarantee is any general or special condition specified in any document, even additionally, was not satisfied; (C) any goods specified in any document were incorrectly described, their quantity, weight, value or quality was not correct, they were in an unsecuredincorrect condition or packaging, unsubordinated and contingent obligation incorrectly delivered or do not exist; (D) senders, transporters, carriers, receivers, insurers of the Guarantor and ranks equally with all goods or any other unsecured and unsubordinated obligations of the Guarantorpersons did not act in good faith, acted incorrectly, omitted to do something, are insolvent or face adverse financial conditions or did not perform an agreed contract.

Guarantee. 1. Guarantor (aNAVER) The shall, jointly and severally with Borrower, guarantee to Tranche A Lenders, Tranche B Lenders, Tranche C Lenders and Agent the payment of all present and future obligations owed by Borrower to Tranche A Lenders, Tranche B Lenders, Tranche C Lenders and Agent in connection with the Tranche A Loan, the Tranche B Loan and the Tranche C Loan. Tranche A Lenders, Tranche B Lenders, Tranche C Lenders and Agent may demand that Guarantor hereby fully(NAVER) perform its guarantee obligation without exercising their right against, irrevocablyor giving notice to, absolutely Borrower, and unconditionally guaranteesif Tranche A Lenders, Tranche B Lenders, Tranche C Lenders and Agent demand that Guarantor (NAVER) perform its guarantee obligation, such demand shall also be effective against Borrower. Notwithstanding the foregoing, among the guarantee obligation Guarantor (NAVER) owe under this paragraph, Guarantor (NAVER) shall be released from the guarantee obligation related to any present and future obligations owed to Tranche B Lenders in connection with the Tranche B Loan at the same time as the completion of the Restructuring. If any payment already made by Borrower under this Agreement is avoided by reason of winding-up, dissolution, or the commencement of bankruptcy proceedings, corporate reorganization proceedings, civil rehabilitation proceedings or any other similar proceedings with respect to Borrower, or is otherwise revoked or refunded, Guarantor (NAVER) shall owe a guarantee obligation for the obligation related to such payment as if no such payment had been made. 2. Subject to the completion of the Restructuring, Guarantor (ZHD) shall, jointly and severally with Borrower, guarantee to Tranche B Lenders, Tranche D Lenders and Agent the payment of all present and future obligations owed by Borrower to Tranche B Lenders, Tranche D Lenders and Agent in connection with the Tranche B Loan and the Tranche D Loan. Tranche B Lenders, Tranche D Lenders and Agent may demand that Guarantor (ZHD) perform its guarantee obligation without exercising their right against, or giving notice to, Borrower, and if Tranche B Lenders, Tranche D Lenders and Agent demand that Guarantor (ZHD) perform its guarantee obligation, such demand shall also be effective against Borrower. If any payment already made by Borrower under this Agreement is avoided by reason of winding-up, dissolution, or the commencement of bankruptcy proceedings, corporate reorganization proceedings, civil rehabilitation proceedings or any other similar proceedings with respect to Borrower, or is otherwise revoked or refunded, Guarantor (ZHD) shall owe a guarantee obligation for the obligation related to such payment as if no such payment had been made. 3. Even if any security interest or guarantee created or provided for the benefit of any Lender (limited to Lender(s) to which the obligations guaranteed by such Guarantor are owed; hereinafter the same in this paragraph) or Agent to secure or guarantee the payment of any present and future obligations owed by Borrower to each Lender and Agent under this Agreement has been modified or cancelled in whole or in part for the convenience of such Lender or Agent, no Guarantor may claim against such Lender or Agent that it has been released from its obligations or raise any other objection, unless such modification or cancellation is deemed not to be based on reasonable grounds in light of social convention applicable to transactions. Even if a Guarantor has suffered any damage as a result thereof, such Guarantor shall not make any claim for compensation for such damage against such Lender or Agent, except where such damage is caused by any reason attributable to such Lender or Agent. 4. Even if a Guarantor has performed its guarantee of payment and not merely as a guarantee of collection, immediate payment when due obligation in whole or in part to any Lender or Agent pursuant to the Trust provisions of Paragraph 1 or Paragraph 2 of this Article 16, such Guarantor shall not exercise any payments required to be made right acquired from such Lender or Agent by Principal Life to the Trust under the Funding Agreement which shall become due and payable regardless virtue of whether such payment is due at maturity, on an interest payment date or subrogation as a result of redemption the performance of such guarantee obligation without the consent of Majority Lender and Agent until all Lending Obligation of Lenders under this Agreement terminate and all obligations of Borrower owed to Lenders under this Agreement are paid in full. Such Guarantor shall, if requested by Majority Lender or Agent, transfer such right or priority for no consideration to any Lender or Agent as designated by Majority Lender or Agent. In the event where all Lending Obligation of Lenders under this Agreement terminate and all obligations of Borrower owed to Lenders under this Agreement are paid in full, Lenders and Agent shall promptly return such right or priority then held to the relevant Guarantor for no consideration, and Lenders or Agent shall promptly deliver to such Guarantor the amount exceeding the amount for full repayment of Borrower’s obligation under this Agreement if the cash received upon exercise of such transferred right exceeds the amount for full repayment of Borrower’s obligations under this Agreement. Any reasonable expenses necessary for such return or otherwise (the “Scheduled Payments”) but shall be unpaid borne by Principal Life (Borrower. 5. If a Guarantor has, other than its guarantee obligation under the “Guaranteed Amounts”). Notwithstanding anything to provisions of Paragraphs 1 and 2 of this Article 16, provided a guarantee for any transaction between Borrower and any Lender or Agent for the contrary contained hereinbenefit of such Lender or Agent, in no event such other guarantee shall the Guaranteed Amounts exceed the Deposit (as defined in the Funding Agreement) not be modified by reason of the Funding Agreementincurrence of the guarantee obligation under the provisions of Paragraphs 1 and 2 of this Article 16. 6. No Guarantor shall claim that it is exercising any right of set-off, plus accrued but unpaid right of cancellation or right of termination held by Borrower against any Lender or Agent, or any other right of affirmative defense which Borrower is entitled to assert against any Lender or Agent. 7. A Guarantor may, pursuant to Article 458-2 of the Civil Code, require any Lender through Agent to furnish such Guarantor with information regarding whether there is any default on, and the amounts of balance of, the principal of, and interest on, the obligations under an Individual Loan, and any penalty, damages and any other obligations incidental to such obligations, and the amounts of any such obligations which have become due and owing under the Funding Agreementpayable. Each Lender shall, less without delay after receipt of such request, provide such Guarantor through Agent with any amounts paid by Principal Life to the Trustsuch requested information. (b) 8. In the event that Principal Life fails to make all obligations guaranteed by a Scheduled Payment Guarantor have been repaid in full when due (the “Payment Notice Date”), then the Trust or Citibank, N.A., as indenture trustee for the benefit of the holders of the Notes (the “Indenture Trustee”), pursuant to the indenture (the “Indenture”) between the Trust and the Indenture Trustee, may present the Guarantor with notice (each, a “Payment Notice”) guarantee obligation of such failure Guarantor has been extinguished, or such Guarantor has performed its guarantee obligation relating to such obligations in writing on full, such Guarantor shall have no further obligation with respect to this Agreement thereafter, except for any obligations under Paragraph 1 or after Paragraph 2 of this Article 16 arising in the Payment Notice Date. The Payment Notice shall identify (1) the Funding Agreementcase where any payment already made by Borrower under this Agreement is avoided by reason of winding-up, (2) the Trustdissolution, (3) the Payment Notice Date and (4) the amount of the Scheduled Payments not paid by Principal Life to the Trust as of the Payment Notice Date. Upon receipt of such Payment Notice, the Guarantor will immediately pay the Guaranteed Amounts pursuant to Section 7. (c) In the event that, after receipt of a Payment Notice from the Trust, the Guarantor fails to make immediate payment to the Trust or the Indenture Trustee commencement of the Guaranteed Amountsbankruptcy proceedings, then the Trust and the Indenture Trustee may enforce the obligations of the Guarantor under this Guaranteecorporate reorganization proceedings, including by immediately bringing suit directly against the Guarantor (without first bringing suit against Principal Life) for the Guaranteed Amounts not paid civil rehabilitation proceedings or any other similar proceedings with respect to the Trust as of the Payment Notice DateBorrower, or is otherwise revoked or refunded. (d) This Guarantee is an unsecured, unsubordinated and contingent obligation of the Guarantor and ranks equally with all other unsecured and unsubordinated obligations of the Guarantor.

Guarantee. (a) The Guarantor hereby fully, irrevocably, absolutely and unconditionally guarantees, as a guarantee of payment and not merely as a guarantee of collection, immediate payment when due In order to the Trust any payments required induce Lender to be made by Principal Life to the Trust under the Funding Agreement which shall become due and payable regardless of whether such payment is due at maturity, on an interest payment date or as a result of redemption or otherwise (the “Scheduled Payments”) but shall be unpaid by Principal Life (the “Guaranteed Amounts”). Notwithstanding anything to the contrary contained herein, in no event shall make the Guaranteed Amounts exceed Loan, guarantee is hereby made to Lender, its successors and assigns, for payment of the Deposit (as defined in the Funding AgreementGuaranteed Amount of Percent ( %) of the Funding unpaid principal and unpaid accrued interest for the period of up to ninety days after Default of the Guaranteed Loan. This Guarantee is payment of the first loss of the Guaranteed Loan after the Lender’s completion of the Default Procedures required in the Master Agreement. This Guarantee is further issued to Lender in reliance by USBGI on all information, plus accrued but unpaid interest representations, statements, documentation and any other amounts due requirements of the Application for Guarantee and owing under the Funding Agreement, less any amounts paid Commitment Letter issued by Principal Life to USBGI and accepted by Lender for the Trust. (b) In the event Guaranteed Loan. For a Loan that Principal Life fails to is in Default for which Lender desires make a Scheduled Payment Claim, Lender shall make demand on Borrower and pursue rights Lender has against Borrower short of filing suit to obtain payment in full when due (whole or in part, provided, however, separate action, including a lawsuit if deemed necessary by Lender or USBGI, may be taken against any or all guarantors of the “Payment Notice Date”)Guaranteed Loan. As a condition to payment by USBGI on this Guarantee, then Lender shall complete the Trust or Citibank, N.A., as indenture trustee Default Procedures for the benefit Guaranteed Loan and submit a Claim to USBGI together with a written certification of completion the Default Procedures, including, but not limited to, the description of action taken, the disposition of the holders Collateral, and an accounting for calculation of the Notes (the “Indenture Trustee”), pursuant to the indenture (the “Indenture”) between the Trust and the Indenture Trustee, may present the Guarantor with notice (each, a “Payment Notice”) of such failure in writing on or after the Payment Notice Date. The Payment Notice shall identify (1) the Funding Agreement, (2) the Trust, (3) the Payment Notice Date and (4) the amount of the Scheduled Payments Claim. For any Claim, liability under the Guarantee may be reduced by the amount the Collateral is reduced in value. USBGI is not paid by Principal Life entitled to reduce the Trust as Guarantee liability unless and until USBGI can demonstrate that the value of the Payment Notice DateCollateral was diminished because of Lender's failure to comply with the Collateral requirements specified in the Commitment Letter. Upon receipt of such Payment Notice, the Guarantor will immediately pay Any payment made under this Guarantee for the Guaranteed Amounts pursuant to Section 7. (c) In Loan shall reduce the event that, after receipt of a Payment Notice from the Trust, the Guarantor fails to make immediate payment to the Trust or the Indenture Trustee amount of the Guaranteed Amounts, then the Trust and the Indenture Trustee may enforce the obligations Guarantee Obligation. Following are examples of the Guarantor Guarantee Amount to be paid under this Guarantee. If the Guarantee is 80% for a $100,000 Loan and the Claim is for $30,000, USBGI will pay the Lender the entire amount of the Claim. If for the same Loan, the Claim is for $90,000, USBGI will pay the Lender $80,000 on the Claim. Any payment on this Guarantee will be made solely from the Loss Reserve and on the terms and conditions of this Guarantee and the Master Agreement. The State of Utah and USBGI shall not be liable or obligated beyond funds allocated to the Loss Reserve. The amount of the Guarantee of each Loan shall not exceed the authorized amount for the Loan and the percentage of the Loan balance set forth in the Commitment Letter and the Guarantee unless USBGI agrees to the exception in writing. The Program Funds include the Loss Reserve which shall be used to pay the maximum for unrecovered losses resulting from Loans guaranteed by USBGI and including the Loans from Lender to a Borrower for a Loan stated on the Guarantee issued by USBGI. Lender shall be reimbursed for only the guaranteed portion of principal and interest of a Loan that is in default. Any payment on a Guarantee shall be paid solely from the Loss Reserve. The State of Utah and USBGI shall not be liable or obligated beyond money allocated from the Program Funds to the Loss Reserve. The Loss Reserve is initially capitalized with $7.5 Million. Commitments for Guarantees will not be authorized or issued beyond $75 Million with the initial Loss Reserve capitalization. Thereafter Guarantee commitments will not be issued if the Loss Reserve is not capitalized at a minimum of 10% of outstanding Guarantees. The Lender shall not, without the prior written consent of USBGI, renew, compromise, extend, accelerate or otherwise change the time for payment or the terms of the Loan, including by immediately bringing suit directly against the Guarantor (without first bringing suit against Principal Life) for the Guaranteed Amounts not paid to the Trust as of the Payment Notice Date. (d) This Guarantee is an unsecured, unsubordinated and contingent obligation of the Guarantor and ranks equally with all other unsecured and unsubordinated obligations of the Guarantor.a

Guarantee. Based on type of the Guarantee Commitment and subject to fulfilment of conditions specified in the Agreement, the Lender may issue the Guarantee in form of one or several deeds such as : (ai) The Guarantor hereby fullybank guarantee covering satisfaction of a liability indicated in the Agreement or specified in the Bank Guarantee Application. On condition that the Lender has granted its explicit consent and has agreed thereon with the Borrower, irrevocably, absolutely and unconditionally guarantees, the Borrower may request that Guarantee issued cover liabilities of the third party other than the Borrower (hereinafter referred to as a guarantee of payment and not merely as a guarantee of collection, immediate payment when due “Borrower to the Trust any payments required to be made by Principal Life to the Trust under the Funding Agreement which shall become due and payable regardless of whether such payment is due at maturity, on an interest payment date or as a result of redemption or otherwise (the Guaranteed Liability“Scheduled Payments”) but shall be unpaid by Principal Life (the “Guaranteed Amounts”). Notwithstanding anything The Lender can issue following types of guarantees (with respect to the contrary contained herein, in no event shall the Guaranteed Amounts exceed the Deposit (as defined in the Funding Agreement) type of the Funding Agreement, plus accrued but unpaid interest and any other amounts due and owing under the Funding Agreement, less any amounts paid by Principal Life to the Trust.guaranteed liability): (b) In the event that Principal Life fails to make a Scheduled Payment in full when due (the “Payment Notice Date”), then the Trust or Citibank, N.A., as indenture trustee for the benefit of the holders of the Notes (the “Indenture Trustee”), pursuant to the indenture (the “Indenture”) between the Trust and the Indenture Trustee, may present the Guarantor with notice (each, a “Payment Notice”) of such failure in writing on or after the Payment Notice Date. The Payment Notice shall identify (1) payment guarantee covering satisfaction of the Funding Agreement, payment; (2) non-payment guarantee - bid bond (vadium, bid bond), representing a guarantee for the TrustBeneficiary, acting as the party announcing the tender (owner to tender) that the Borrower to the Guaranteed Liability will either comply with tender conditions or pay to the Beneficiary contracted amount in event of default; (3) advanced payment guarantee, representing a guarantee for the Payment Notice Date and Beneficiary, acting as the buyer, that the Borrower to the Guaranteed Liability will return to the Beneficiary the advance payment under contracted conditions; (4) performance bond, representing a guarantee for the amount Beneficiary, acting as the ordering party, that the Borrower to the Guaranteed Liability acting as the Contractor will deliver the contracted; (5) retention bond representing a guarantee for the Beneficiary, acting as the ordering party, that the Borrower to the Guaranteed Liability acting as the Contractor, following to released money under the retention bonds, will satisfy its liabilities arising from the Contract after the work is delivered ; (6) non-payment guarantee for warranty period (warranty bond) representing a guarantee for the Beneficiary, acting as the ordering party, that the Borrower to the Guaranteed Liability acting as the Contractor will remove defects subject to warranty on its own expense / will pay for such removal. This guarantee represents an alternative to the retention bond, or (ii) Guarantee covering the debt due to Financial Authority in import /export payments, or (iii) customs bond covering customs duties and other fees charged in the international transit system, or (iv) excise tax bond on alcoholic beverages (beer, wine, intermediate products, spirit), mineral oils or tobacco /tobacco products, or (v) stand-by-Letter of Credit, or (vi) Letter of Indemnity, (vii) Toll guarantee associated with use of defined sections of highways, (viii) Liability Guarantee covering liability for environmental loss, (ix) Guarantee to cover VAT security. The Borrower hereby confirms that the Lender: (i) shall not be obliged to seek consent /opinion from any party (including Xxxxxxxx) before performing the claim in favour of the Scheduled Payments not paid by Principal Life Beneficiary according to conditions under the Guarantee; and (ii) review only documents submitted to the Trust as Lender in relation to the Guarantee, without duty to examine or consider the legal relationship between the Borrower and Beneficiary, objections, counterclaims or acts towards offsetting or any other act executed by any party (iii) shall not be obliged to issue the Guarantee, if the Lender does not agree with the text of the Payment Notice Date. Upon receipt of such Payment Noticerequired Deed, or other conditions associated with the Guarantor will immediately pay Guarantee (including and not limited to e.g.: Beneficiary, Borrower to the Guaranteed Amounts pursuant Liability, alien type of law, non-subordination to Section 7. (c) In the event thatURDG 758 and etc. ). Provided that other provisions of this Agreement are complied with, after receipt of a Payment Notice from the Trust, the Guarantor fails to make immediate payment to the Trust or the Indenture Trustee of the Guaranteed Amounts, then the Trust and the Indenture Trustee may enforce the obligations of the Guarantor under this Guarantee, including by immediately bringing suit directly against the Guarantor (without first bringing suit against Principal Life) for the Guaranteed Amounts not paid Borrower to the Trust as Lender are valid and exist regardless of whether: (A) any of the Payment Notice Date.documents has been prepared in an incorrect form, was forged, was not sufficient, exact, genuine or legally effective; (dB) This Guarantee is any general or special condition specified in any document, even additionally, was not satisfied; (C) any goods specified in any document were incorrectly described, their quantity, weight, value or quality was not correct, they were in an unsecuredincorrect condition or packaging, unsubordinated and contingent obligation incorrectly delivered or do not exist; (D) senders, transporters, carriers, receivers, insurers of the Guarantor and ranks equally with all goods or any other unsecured and unsubordinated obligations of the Guarantorpersons did not act in good faith, acted incorrectly, omitted to do something, are insolvent or face adverse financial conditions or did not perform an agreed contract.

Guarantee. (a) The Guarantor hereby fully, irrevocably, absolutely and unconditionally guarantees, as a guarantee of payment and not merely as a guarantee of collection, immediate payment when due to the Trust any payments required to be made by Principal Life to the Trust under the Funding Agreement which shall become due and payable regardless of whether such payment is due at maturity, on an interest payment date or as a result of redemption or otherwise (the “Scheduled Payments”) but shall be unpaid by Principal Life (the “Guaranteed Amounts”). Notwithstanding anything to the contrary contained herein, in no event shall the Guaranteed Amounts exceed the Deposit (as defined in the Funding Agreement) of the Funding Agreement, plus accrued but unpaid interest and any other amounts due and owing under the Funding Agreement, less any amounts paid by Principal Life to the Trust. (b) In the event that Principal Life fails to make a Scheduled Payment in full when due (the “Payment Notice Date”), then the Trust or Citibank, N.A., as indenture trustee for the benefit of the holders of the Notes (the “Indenture Trustee”), pursuant to the indenture (the “Indenture”) between the Trust and the Indenture Trustee, may present the Guarantor with notice (each, a “Payment Notice”) of such failure in writing on or after the Payment Notice Date. The Payment Notice shall identify (1) the Funding Agreement, (2) the Trust, (3) the Payment Notice Date and (4) the amount of the Scheduled Payments not paid by Principal Life to the Trust as of the Payment Notice Date. Upon receipt of such Payment Notice, the Guarantor will immediately pay the Guaranteed Amounts pursuant to Section 7. (c) In the event that, after receipt of a Payment Notice from the Trust, the Guarantor fails to make immediate payment to the Trust or the Indenture Trustee of the Guaranteed Amounts, then the Trust and the Indenture Trustee may enforce the obligations of the Guarantor under this Guarantee, including by immediately bringing suit directly against the Guarantor (without first bringing suit against Principal Life) for the Guaranteed Amounts not paid to the Trust as of the Payment Notice Date. (d) This Guarantee is an unsecured, unsubordinated and contingent obligation of the Guarantor and ranks equally with all other unsecured and unsubordinated obligations of the Guarantor.. granted, and collateral assignment made, by the Trust to the Indenture Trustee of this Guarantee, (iii) agrees to make all payments due under this Guarantee to the Collection Account (as defined in the Indenture) or any other account designated in writing to the Guarantor by the

Guarantee. (a) The Guarantor hereby fullyirrevocably and unconditionally, irrevocablyon a subordinated basis as provided in Section 3.02, absolutely and unconditionally guarantees, as a agrees to guarantee of the payment and not merely as a guarantee of collection, immediate payment when due in full to the Trust any payments required to be made by Principal Life Initial Holders and each subsequent Holder of Company Preferred Securities (without duplication of amounts theretofor paid to the Trust under Holders of the Funding Agreement which shall become Company Preferred Securities by the Company), regardless of any defense, right of set-off or counterclaim that the Company may have or assert of the following: (i) on any Dividend Payment Date, any Dividends due and payable regardless on the Company Preferred Securities and not subject to a Mandatory Suspension Event or an Optional Suspension Event in the amounts and in the manner set forth in the Company Articles. Dividends in the amounts provided in the Company Articles shall be deemed to be “due and payable” on a Dividend Payment Date, whether or not formally declared and irrespective of whether the Company has sufficient funds legally available for the payment thereof so long as such Dividend Payment Date is not subject to a Mandatory Suspension Event or an Optional Suspension Event; (ii) on each Redemption Date, the Redemption Price payable with respect to the Company Preferred Securities called for redemption by the Company plus any unpaid Dividends due and payable on the Company Preferred Securities with respect to the current Dividend Period accrued on a daily basis through (but not including) the Redemption Date (but without interest and without accumulation of Dividends for any prior Dividend Period to the extent not due and payable in respect of such period); and (iii) upon any voluntary or involuntary dissolution, liquidation or winding up of the Company, the Liquidation Preference payable with respect to the Company Preferred Securities plus any unpaid Dividends due and payable on the Company Preferred Securities with respect to the current Dividend Period accrued on a daily basis through (but not including) the Redemption Date (but without interest and without accumulation of Dividends for any prior Dividend Period to the extent not due and payable in respect of such period) (collectively, the “Guarantee Payments”); in each case including the Additional Amounts relating to the Guarantee Payments under Section 2.09. This Guarantee is continuing, irrevocable, unconditional and absolute. The Guarantor shall have no right to recover any amounts paid under this Guarantee otherwise than as part of the surplus, if any, available to it as holder of the Ordinary Shares in the Company upon its liquidation in accordance with the Company Articles, except when the Guarantor is entitled to a refund of its payment from the Company to the extent the Guarantor satisfies its payment obligation to the Holders of the Company Preferred Securities in accordance with Section 2.01(b). For the avoidance of doubt, the Guarantor will have no obligation to make any payment with respect to a dividend not paid, either in full or in part, due to a Mandatory Suspension Event or an Optional Suspension Event in accordance with the provisions of the Company Articles. In addition, the parties acknowledge that, if any payment is made to a Holder of Company Preferred Securities by the Guarantor pursuant to Section 2.01(a), to the extent of such payment, the Company Articles provide that the Company will have no further obligations to such Holder of Company Preferred Securities under the Company Articles (whether in relation to dividends, redemption payments, liquidation payments or otherwise). (b) To the extent the Guarantor has not fulfilled or satisfied (or has not been released from) its obligations under subsection (a) above, the Guarantor agrees with the Company, on a subordinated basis as provided in Section 3.02, subject to the limitations set forth in this Guarantee, to contribute (or cause to be contributed) to the Company such additional funds as are necessary to enable the Company to make any of the payments listed in (i), (ii) and (iii) of subsection (a) above. The Company shall distribute to the Holders of the Company Preferred Securities in accordance with the terms of the Company Articles any amounts received pursuant to Section 2.01(b) provided that if any of the Holders of the Company Preferred Securities have already received all or part of such payment from the Guarantor pursuant to this Guarantee, the Company shall refund the corresponding amount, without interest, to the Guarantor and shall only be obliged to distribute the difference to the Holders of the Company Preferred Securities. The Guarantor shall notify the Company of any Guarantee Payments made to Holders of Company Preferred Securities pursuant to Section 2.01(a), and the Company shall notify the Guarantor of any payments made to Holders of Company Preferred Securities (other than Dividends paid on any Dividend Payment Date when such Dividends were initially due). If, and only if, an Event of Default with respect to a Guarantee Payment occurs and is due at maturitycontinuing for more than 30 days, the Company shall have the right to enforce the Company’s rights under this Section 2.01(b) by instituting a suit for that purpose and shall do so promptly if directed by the Independent Director acting within the scope of his powers, and the Independent Director shall have the right to enforce this provision by himself by instituting a suit for that purpose on an interest payment date behalf of the Company, if permitted to do so under applicable law. Any instruction, demand or as a result notice given or action taken by the Independent Director that the Independent Director confirms is being given or taken on behalf of redemption the Company shall, for all purposes of this Guarantee, be deemed to have been properly given or otherwise (taken on behalf of the “Scheduled Payments”Company. Notwithstanding the foregoing, any enforcement action taken by the Company under this Section 2.01(b) but shall be unpaid by Principal Life (without prejudice to the “Guaranteed Amounts”)claims of the Holders of the Company Preferred Securities under this Guarantee. For the avoidance of doubt, this Section 2.01(b) is intended to enable the Company and the Independent Director to enforce any existing payment obligation of the Guarantor to Holders under the terms of this Guarantee and not to create a separate or additional payment obligation. Notwithstanding anything to the contrary contained herein, the Company will not have any direct claim against the Guarantor during any period in no event shall which a Liquidation Event has occurred and is continuing but the Guaranteed Amounts exceed Liquidation Distribution Amount to which the Deposit Holders of the Company Preferred Securities are entitled hereunder has not been determined and the Senior Liquidation Claim (as defined in Section 3.02) has not accrued and become payable following satisfaction of a Condition for Liquidation Payment such that only the Funding Agreement) Senior Liquidation Claim held by the Holders of the Funding AgreementCompany Preferred Securities, plus accrued but unpaid interest and any other amounts due and owing under the Funding Agreement, less any amounts paid by Principal Life to the Trust. (b) In the event that Principal Life fails to make a Scheduled Payment in full when due (the “Payment Notice Date”), then the Trust or Citibank, N.A., as indenture trustee for the benefit no contingent claim of the holders of the Notes (the “Indenture Trustee”)Company, pursuant to the indenture (the “Indenture”) between the Trust and the Indenture Trustee, may present the Guarantor with notice (each, shall be counted as a “Payment Notice”) of such failure in writing on or after the Payment Notice Date. The Payment Notice shall identify (1) the Funding Agreement, (2) the Trust, (3) the Payment Notice Date and (4) the amount of the Scheduled Payments not paid by Principal Life to the Trust as of the Payment Notice Date. Upon receipt of such Payment Notice, the Guarantor will immediately pay the Guaranteed Amounts pursuant to Section 7. (c) In the event that, after receipt of a Payment Notice from the Trust, the Guarantor fails to make immediate payment to the Trust or the Indenture Trustee of the Guaranteed Amounts, then the Trust and the Indenture Trustee may enforce the obligations Core Capital Linked Senior Debt of the Guarantor under this Guarantee, including by immediately bringing suit directly against in determining the Guarantor (without first bringing suit against Principal Life) for the Guaranteed Amounts not paid to the Trust as of the Payment Notice Date. (d) This Guarantee is an unsecured, unsubordinated and contingent obligation of the Guarantor and ranks equally with all other unsecured and unsubordinated obligations Liquidation Distribution Amount in a liquidation of the Guarantor.

Guarantee. (a) The Guarantor hereby fullyguarantees us the Borrower’s due payment of the Guaranteed Debt. If the Borrower does not pay us any Guaranteed Indebtedness when it is due, irrevocably, absolutely and unconditionally guaranteesthe Guarantor promises to pay it to us immediately on demand. In addition, as a guarantee separate and continuing promise which is independent of payment the Borrower’s promises to us, the Guarantor promises to pay us immediately on demand the amount that we would otherwise have been able to recover (on a full indemnity basis) if we cannot recover any Guaranteed Debt from the Borrower for any reason. The Guarantor is liable under this Agreement in relation to the Guaranteed Debt as a sole and principal debtor and not merely as a guarantee of collection, immediate payment when due to surety. (This means that the Trust any payments required to be made by Principal Life to Guarantor is personally and fully responsible for paying us all amounts that the Trust under the Funding Agreement which shall become due and payable regardless of whether such payment is due at maturity, on an interest payment date or as a result of redemption or otherwise (the “Scheduled Payments”) but shall be unpaid by Principal Life (the “Guaranteed Amounts”). Notwithstanding anything to the contrary contained herein, in no event shall the Guaranteed Amounts exceed the Deposit (as defined in the Funding Agreement) of the Funding Agreement, plus accrued but unpaid interest Borrower and any other amounts due Guarantor owes us. We do not have to try and owing collect any amount from the Borrower before we ask the Guarantor to pay us.) Initial (b) The Guarantor’s obligations under the Funding Agreementsub-clause (a) are not reduced, less any amounts paid cancelled or changed by Principal Life anything unless we agree to the Trustreduction, cancellation or change in writing and sign that agreement. It does not matter if this Agreement or any other document is invalid or unenforceable or if the Borrower is not bound by the terms of this Agreement or any other document. We are not in any circumstances liable to the Guarantor, even if the Guarantor’s ability to be reimbursed by the Borrower is affected by something we do or do not do. This Agreement and each of the Guarantor’s obligations under this Agreement remain in full effect until we sign an unconditional discharge of the Guarantor’s obligations under this Agreement. (This 9.1 Costs and fees (a) You must reimburse us or pay directly any cost that we properly incur, plus each fee that we charge you in connection with a Relevant Document, immediately on demand and on a full indemnity basis. This includes costs or fees in connection with the entry into, changes to, disclosures under, and the exercise of rights under a Relevant Document. (b) In We have set out details of our fees and charges in the event Commercial Terms. Please note that Principal Life fails to make a Scheduled Payment in full when due (the “Payment Notice Date”), then the Trust or Citibank, N.A., as indenture trustee for the benefit we can change some of the holders fees in the Fee Schedule under clauses 12.2. We will notify you of any changes as soon as we can in the Notes (the “Indenture Trustee”), pursuant to the indenture (the “Indenture”) between the Trust and the Indenture Trustee, may present the Guarantor with notice (each, a “Payment Notice”) of such failure in writing on or after the Payment Notice Date. The Payment Notice shall identify (1) the Funding Agreement, (2) the Trust, (3) the Payment Notice Date and (4) the amount of the Scheduled Payments not paid by Principal Life to the Trust as of the Payment Notice Date. Upon receipt of such Payment Notice, the Guarantor will immediately pay the Guaranteed Amounts pursuant to Section 7particular circumstances. (c) In the event that, after receipt of a Payment Notice from the Trust, the Guarantor fails to make immediate payment to the Trust or the Indenture Trustee of the Guaranteed Amounts, then the Trust and the Indenture Trustee may enforce the obligations of the Guarantor under this Guarantee, including by immediately bringing suit directly against the Guarantor (without first bringing suit against Principal Life) for the Guaranteed Amounts 10.1 When we are not paid to the Trust as of the Payment Notice Date. (d) This Guarantee is an unsecured, unsubordinated and contingent obligation of the Guarantor and ranks equally with all other unsecured and unsubordinated obligations of the Guarantor.liable

Guarantee. (a) The On any Distribution Date, the Guarantor is hereby fullyobligated to pay the Guarantee Payment Amount, irrevocablyif any, absolutely and unconditionally guarantees, as a guarantee of payment and not merely as a guarantee of collection, immediate payment when due to the Trust any payments required to be made by Principal Life to the Trust under the Funding Agreement which shall become due and payable regardless of whether such payment is due at maturity, on an interest payment date or as a result of redemption or otherwise (the “Scheduled Payments”) but shall be unpaid by Principal Life (the “Guaranteed Amounts”). Notwithstanding anything to the contrary contained herein, in no event shall the Guaranteed Amounts exceed the Deposit (as defined in the Funding Agreement) of the Funding Agreement, plus accrued but unpaid interest and any other amounts due and owing under the Funding Agreement, less any amounts paid by Principal Life to the Trust. (b) In the event that Principal Life fails to make a Scheduled Payment in full when due (the “Payment Notice Date”), then the Trust or Citibank, N.A., as indenture trustee for the benefit of the holders of the Notes Class B-2 Certificates. (b) No later than 1:00 p.m. New York City time on each Remittance Date, after taking into account the “Indenture Trustee”), pursuant amounts allocated to the indenture (various Subaccounts in accordance with Section 5(a) hereof, the “Indenture”) between Trustee shall, in accordance with the Trust related Remittance Report and in accordance with the Indenture Trusteeterms of the Guarantee, may present notify the Guarantor with notice (each, a “of any Guarantee Payment Notice”) of such failure in writing Amount payable under the Guarantee on or after the Payment Notice related Distribution Date. The In addition, the Servicer shall notify the Guarantor as soon as practical (but no later than the related Remittance Date) after determining that a Guarantee Payment Notice Amount shall identify (1) be payable under the Funding Agreement, (2) Guarantee on the Trust, (3) the Payment Notice Date and (4) the amount of the Scheduled Payments not paid by Principal Life to the Trust as of the Payment Notice related Distribution Date. Upon receipt of such Payment Noticenotice as described above, the Guarantor will immediately pay shall be required to deliver the Guaranteed Guarantee Payment Amount, if any, on or prior to 10:00 a.m. on the Distribution Date for the related Distribution Date. Such Guarantee Payment Amount received by the Trustee shall be paid to the Holders of the Class B-2 Certificates on such Distribution Date (or such later date, if such amounts are received subsequent to such Distribution Date). In no event shall the Guarantee Payment Amount be distributed on any Class of Certificates other than the Class B-2 Certificates and any such amounts received by the Trustee which are not distributable to the Class B-2 Certificates shall be returned by the Trustee to the Guarantor. Any Guarantee Payment Amounts pursuant made by the Guarantor to Section 7the Trustee shall be made in cash and shall be considered to be payments made directly to the holders of the Class B-2 Certificates and not payments made to the Issuing REMIC in the nature of a guarantee within the meaning of I.R.C. SS.860G(d)(2)(B). (c) In the event that, after receipt of a Payment Notice from the TrustOn each Distribution Date, the Guarantor fails is entitled to make immediate payment receive any Guarantee Excess Amount. At such time as the Guaranteed Class B-2 Certificate Principal Balance has been reduced to zero, the Guarantor will be entitled to receive any subsequent distributions with respect to the Trust or the Indenture Trustee of the Guaranteed Class B-2 Certificates as set forth in Section 5 hereof (which amounts will constitute Guarantee Excess Amount). All Guarantee Excess Amounts will be deemed to be reimbursements for prior Guarantee Payment Amounts, then the Trust and the Indenture Trustee may enforce the obligations of the Guarantor under this Guarantee, including by immediately bringing suit directly against the Guarantor (without first bringing suit against Principal Life) for the Guaranteed Amounts not paid to the Trust as of the Payment Notice Date. (d) This Guarantee is an unsecured, unsubordinated and contingent obligation of the Guarantor and ranks equally with all other unsecured and unsubordinated obligations of the Guarantor.