Common use of Guarantor Clause in Contracts

Guarantor. Each Guarantor hereby (i) consents to this Amendment; (ii) acknowledges and reaffirms all obligations owing by it to the Agents and Lenders under any Loan Document to which it is a party and represents and warrants that, after giving effect to the Amendment, all of its representations and warranties contained in the Loan Documents to which such Guarantor is a party are true, accurate and complete in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as if made the date hereof (unless any such representation or warranty is expressly made as of a specific date, in which event it shall be true, accurate and complete as of such specified date), (iii) agrees that each Loan Document to which it is a party is and shall remain in full force and effect and shall not be impaired or otherwise affected by the execution of the Amendment or any other document or instrument delivered in connection herewith, (iv) ratifies and reaffirms the validity and enforceability of all of the liens and security interests heretofore granted by it, pursuant to and in connection with the Security Agreement and any other Loan Document to which such Guarantor is a party, to the Collateral Agent, on behalf and for the benefit of each Agent and Lender, as collateral security for the Guaranteed Obligations of such Guarantor, and acknowledges that all of such liens and security interests, and all collateral heretofore pledged as security for such obligations, continues to be and remain collateral for such obligations from and after the date hereof, and (v) ratifies and confirms its consent to any previous amendments of the Financing Agreement and any previous waivers granted with respect to the Financing Agreement. Although each of the Guarantors have been informed of the matters set forth herein and have acknowledged and agreed to same, each of the Guarantors understands that the Agents and the Lenders shall have no obligation to inform the Guarantors of such matters in the future or to seek the Guarantors’ acknowledgement or agreement to future amendments, waivers, or modifications, and nothing herein shall create such a duty.

Guarantor. Each 23.1 In consideration of the Vendor entering into this Agreement with the Purchaser at the request of the Guarantor as the Guarantor hereby acknowledges, the Guarantor hereby guarantees to the Vendor the due and punctual payment by the Purchaser of all money payable under this Agreement and the due and punctual performance of all obligations, duties, liabilities and undertakings of the Purchaser under this agreement and it is hereby agreed that: (a) although as between the Guarantor and the Purchaser the liability of the Guarantor may be that of a surety only, as between the Guarantor and the Vendor (including any successors or assigns of the Vendor) the Guarantor will be deemed to be a principal debtor and not be released by any act, matter or thing the happening of which would release one liable only as a surety; (b) this Guarantee is a continuous guarantee until all the obligations of the Purchaser under this Agreement have been fully discharged; (c) none of the following: (i) consents to this Amendmentthe bankruptcy of liquidation of the Purchaser or the Guarantor or anyone or more of them (if more than one); or (ii) acknowledges and reaffirms all obligations owing the giving of time or any indulgence by it the Vendor to the Agents and Lenders under Purchaser or the Guarantor or any Loan Document to which it is a party and represents and warrants that, after giving effect to the Amendment, all one or more of its representations and warranties contained in the Loan Documents to which such Guarantor is a party are true, accurate and complete in all material respects (except that such materiality qualifier shall not be applicable to them or any representations and warranties that already are qualified or modified by materiality in the text thereof) as if made the date hereof (unless any such representation or warranty is expressly made as of a specific date, in which event it shall be true, accurate and complete as of such specified date), other person; or (iii) agrees that each Loan Document to which it is a party is and shall remain in full force and effect and shall not be impaired the exercise or otherwise affected non-exercise by the execution Vendor of any of the Amendment powers under this Agreement or the release or partial release or variation of this Agreement or of any collateral agreement or other security at any time held by the Vendor; or (iv) any other dealing whatever by the Vendor with the Purchaser or the Guarantor or any one or more of them or any other document person; will exonerate or instrument delivered in connection herewithrelease the Guarantor from its liability under this Agreement nor will the Guarantor be released by any other act, omission, matter or thing whatever whereby the Guarantor as a surety only would have been so released. 23.2 The Guarantor agrees to indemnify the Vendor (ivincluding the Vendor’s successors or assigns) ratifies from and reaffirms against any liability, loss or damage which it might incur by reason of any breach by the validity and enforceability of all Purc xxxxx of the liens and security interests heretofore granted Purchaser’s obligations under this Agreement or by it, pursuant reason of this Agreement being or becoming void or unenforceable. 23.3 The Guarantor(s) acknowledge they have been advised by or on behalf of the Vendor to and in connection with the Security Agreement and any other Loan Document to which such Guarantor is a party, obtain independent legal advice as to the Collateral Agenteffects, risks and implications of signing this Agreement as Guarantor. Insofar as such independent advice has not been obtained, this is as a result of the Guarantor’s own choice and is contrary to advice given by or on behalf and for the benefit of each Agent and Lender, as collateral security for the Guaranteed Obligations of such Guarantor, and acknowledges that all of such liens and security interests, and all collateral heretofore pledged as security for such obligations, continues to be and remain collateral for such obligations from and after the date hereof, and (v) ratifies and confirms its consent to any previous amendments of the Financing Agreement and any previous waivers granted with respect Vendor as to what steps should be taken by the Financing Agreement. Although each of the Guarantors have been informed of the matters set forth herein and have acknowledged and agreed to same, each of the Guarantors understands that the Agents and the Lenders shall have no obligation to inform the Guarantors of such matters in the future or to seek the Guarantors’ acknowledgement or agreement to future amendments, waivers, or modifications, and nothing herein shall create such a dutyGuarantor.

Guarantor. Each 10.1 The Guarantor hereby irrevocably and unconditionally: 10.1.1 guarantees to each Seller the due and punctual performance by the Buyer of all Guaranteed Obligations; 10.1.2 undertakes with each Seller that (in each case as if it were the principal obligor): (a) if the Buyer is at any time liable to pay the Consideration in accordance with clause 3.2 and, subject to its rights of set off and withholding pursuant to clause 23, the Buyer has failed to discharge its obligations under clause 3.2, the Guarantor shall; (i) consents pay to this Amendment; the Sellers on demand a sum equal to the Cash Payment, the Interest Payment and the Part 12 Estimated Corporation Tax Saving; (ii) acknowledges and reaffirms all obligations owing by it issue on demand the Sellers with such loan notes pursuant to the Agents and Lenders under any Loan Document to which it is a party and represents and warrants that, after giving effect to the Amendment, all form of its representations and warranties contained in the Loan Documents to which such Guarantor is a party are true, accurate and complete loan note instrument similar in all material respects (except that such materiality qualifier shall not be applicable with the form of the Completion Loan Note Instrument in an aggregate amount equal to any representations and warranties that already are qualified or modified by materiality in the text thereof) as if made the date hereof (unless any such representation or warranty is expressly made as amount of a specific date, in which event it shall be true, accurate and complete as of such specified date), Completion Loan Notes; and (iii) agrees issue on demand the Sellers with shares similar in all material respects with the Rollover Shares and/or Class C Shares (as applicable) in an aggregate nominal amount equal to the aggregate nominal amount of the Rollover Shares and/or Class C Shares (as applicable); (b) subject to the Buyer’s rights of set off and withholding pursuant to clause 23, whenever the Buyer does not pay any amount, other than the amounts described in clause 10.1.2(a), when due under or in connection with the Guaranteed Obligations, the Guarantor shall on demand pay that each Loan Document amount as if the Guarantor was the principal obligor; and (c) whenever the Buyer fails to perform any other Guaranteed Obligation, the Guarantor shall on demand perform (or procure the performance of) and satisfy (or procure the satisfaction of) that Guaranteed Obligation. 10.2 The Guarantor irrevocably and unconditionally agrees, as an independent and primary obligation, to indemnify (and keep indemnified) the Sellers on demand against any Loss, incurred or suffered by the Sellers as a result of any Guaranteed Obligation being or becoming void, voidable, invalid, illegal or unenforceable for any reason whatsoever. The amount of the Loss, shall not exceed the amount which it the Sellers would otherwise have been entitled to receive from the Buyer. 10.3 The guarantee under this clause 10 is a party continuing guarantee and will extend to the ultimate balance of sums payable by the Buyer under this Agreement, regardless of any intermediate payment or discharge in whole or in part. 10.4 If any discharge, release or arrangement (whether in respect of the obligations of the Buyer or any security for those obligations or otherwise) is and shall remain made by any Seller in full force and effect and shall whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of the Guarantor under this clause 10 will continue or be reinstated as if the discharge, release or arrangement had not occurred. 10.5 The obligations of the Guarantor under this clause 10 will not be impaired or otherwise affected by an act, omission, matter or thing which, but for this clause 10, would reduce, release or prejudice any of its obligations under this clause 10 (without limitation and whether or not known to it or any Seller) including: 10.5.1 any time, waiver or consent granted to, or composition with, the execution Buyer or other person; 10.5.2 the release of the Amendment Buyer or any other person under the terms of any composition or arrangement with any creditor of any member of the Buyer’s Group; 10.5.3 the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, the Buyer or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security; 10.5.4 any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the Buyer or any other person; 10.5.5 any amendment, novation, supplement, extension restatement (however fundamental and whether or not more onerous) or replacement of this Agreement or any other document or instrument delivered in connection herewithsecurity; 10.5.6 any unenforceability, (iv) ratifies and reaffirms the validity and enforceability illegality or invalidity of all any obligation of the liens and security interests heretofore granted by it, pursuant to and in connection with the Security any person under this Agreement and or any other Loan Document to which such Guarantor is a party, to the Collateral Agent, on behalf and for the benefit of each Agent and Lender, as collateral security for the Guaranteed Obligations of such Guarantor, and acknowledges that all of such liens and security interests, and all collateral heretofore pledged as security for such obligations, continues to be and remain collateral for such obligations from and after the date hereof, and (v) ratifies and confirms its consent to any previous amendments of the Financing Agreement and any previous waivers granted with respect to the Financing Agreement. Although each of the Guarantors have been informed of the matters set forth herein and have acknowledged and agreed to same, each of the Guarantors understands that the Agents and the Lenders shall have no obligation to inform the Guarantors of such matters in the future document or to seek the Guarantors’ acknowledgement or agreement to future amendments, waivers, or modifications, and nothing herein shall create such a duty.security; or

Guarantor. Each 11.1 The Guarantor covenants with the Developer that: (a) the Tenant will pay all the sums due and will fully perform and observe its obligations under this Agreement; and (b) the Guarantor will pay and indemnify the Developer against all losses and proper and reasonable costs and expenses sustained by the Developer as a result of any default by the Tenant in so performing and observing such obligations. 11.2 It is hereby (i) consents to this Amendment; (ii) acknowledges and reaffirms all obligations owing by it to agreed that the Agents and Lenders under any Loan Document to which it is a party and represents and warrants that, after giving effect to the Amendment, all of its representations and warranties contained in the Loan Documents to which such Guarantor is a party are true, accurate and complete in all material respects (except that such materiality qualifier Guarantor’s liability shall not be applicable discharged, lessened or in any way affected by any neglect, forbearance or delay by the Developer in endeavouring to obtain payment of any such sums as and when the same become due or in taking steps to enforce performance or observance of the Tenant’s obligations under this Agreement or by any time, indulgence or other concession which may be given by the Developer to the Tenant or by any variation of or addition to the terms of this Agreement or by any disclaimer of this Agreement or by any other act or thing whereby (but for this clause) the Guarantor’s liability may have been discharged, lessened or otherwise affected. 11.3 If at any time before completion of the Leases: (a) there occurs any event specified in clause 10.1 in relation to the Tenant; or (b) this Agreement is disclaimed, then and in any such case the Developer may at any time before completion of the Leases (or in the event of disclaimer at any time within the period of three months from the date of the disclaimer) by notice in writing served on the Guarantor invoke the provisions of clause 11.4. 11.4 Immediately upon service of notice pursuant to clause 11.3 (but without prejudice to any representations right of action in respect of any antecedent breach of this Agreement): (a) the rights of the Tenant under this Agreement shall cease and warranties determine absolutely; and (b) this Agreement shall from that already are qualified or modified by materiality in the text thereof) date have effect as if made the date hereof (unless any such representation or warranty is expressly made as obligations to accept the Leases and the other obligations on the part of a specific date, the Tenant contained in which event it this Agreement were primary obligations of the Guarantor and the Guarantor shall be true, accurate and complete as accept the Leases in place of such specified date), (iii) agrees that each Loan Document to which it is a party is the Tenant and shall remain otherwise be bound to the Developer accordingly. 11.5 Unless the provisions of clause 11.4 are invoked, the Guarantor shall on the Legal Completion Date join in full force and effect and shall not be impaired or otherwise affected by the execution execute a counterpart of the Amendment or any other document or instrument delivered Leases to give the guarantee set out in connection herewith, (iv) ratifies and reaffirms the validity and enforceability of all of the liens and security interests heretofore granted by it, pursuant to and in connection with the Security Agreement and any other Loan Document to which such Guarantor is a party, to the Collateral Agent, on behalf and for the benefit of each Agent and Lender, as collateral security for the Guaranteed Obligations of such Guarantor, and acknowledges that all of such liens and security interests, and all collateral heretofore pledged as security for such obligations, continues to be and remain collateral for such obligations from and after the date hereof, and (v) ratifies and confirms its consent to any previous amendments of the Financing Agreement and any previous waivers granted with respect to the Financing Agreement. Although each of the Guarantors have been informed of the matters set forth herein and have acknowledged and agreed to same, each of the Guarantors understands that the Agents and the Lenders shall have no obligation to inform the Guarantors of such matters in the future or to seek the Guarantors’ acknowledgement or agreement to future amendments, waivers, or modifications, and nothing herein shall create such a duty.

Guarantor. Each (a) Guarantor hereby (i) consents unconditionally and irrevocably guarantees, to RISCORP the due and punctual performance of each of the obligations and the undertakings of Acquiror under this Amendment; (ii) acknowledges Agreement when and reaffirms all obligations owing by it to the Agents extent the same are required to be performed and Lenders subject to all of the terms and conditions hereof. If Acquiror shall fail to perform fully and punctually any obligation or undertaking of Acquiror under any Loan Document to which it is a party this Agreement when and represents and warrants that, after giving effect to the Amendmentextent the same is required to be performed, all Guarantor will upon written demand from RISCORP forthwith perform or cause to be performed such obligation or undertaking, as the case may be. The obligations of its representations Guarantor under this guaranty shall constitute an absolute and warranties contained in unconditional present and continuing guarantee of performance to the Loan Documents to which such Guarantor is a party are trueextent provided herein, accurate and complete in all material respects (except that such materiality qualifier shall not be applicable contingent upon any attempt by RISCORP to enforce performance by Acquiror. (b) Subject to 8.13(a), the obligations of Guarantor under this guaranty are absolute and unconditional, are not subject to any representations and warranties that already are qualified counterclaim, set off, deduction, abatement or modified by materiality in defense based upon any claim Guarantor may have against RISCORP (except for any defense Acquiror may have against RISCORP under the text thereof) as if made the date hereof (unless any such representation or warranty is expressly made as terms of a specific date, in which event it shall be true, accurate and complete as of such specified datethis Agreement), (iii) agrees that each Loan Document to which it is a party is and shall remain in full force and effect and shall not be impaired without regard to (i) any agreement or otherwise affected by the execution modification to any of the Amendment terms of this Agreement or any other document agreement which may hereafter be made relating thereto; (ii) any exercise, nonexercise, or instrument delivered waiver by RISCORP of any right, power, privilege or remedy under or in connection herewithrespect of this Agreement; (iii) any insolvency, bankruptcy, dissolution, liquidation, reorganization or the like of Acquiror at or prior to the Closing; (iv) ratifies and reaffirms the validity and enforceability absence of all any notice to, or knowledge by, Guarantor of the liens and security interests heretofore granted by it, pursuant to and existence or occurrence of any of the matters or events set forth in connection with the Security Agreement and forgoing causes (i) through (iii); or (v) any other Loan Document to which such Guarantor is a partycircumstance, whether similar or dissimilar to the Collateral Agentforegoing. (c) Guarantor unconditionally waives (i) any and all notice of default, on behalf and for the benefit non-performance or non-payment by Acquiror under this Agreement, (ii) all notices which may be required by statute, rule of each Agent and Lender, as collateral security for the Guaranteed Obligations law or otherwise to preserve intact any rights of such RISCORP against Guarantor, and acknowledges that all including, without limitation, any demand, presentment or protest, or proof of such liens and security interests, and all collateral heretofore pledged as security for such obligations, continues to be and remain collateral for such obligations from and after the date hereofnotice of non-payment under this Agreement, and (viii) ratifies and confirms its consent to any previous amendments of the Financing Agreement and any previous waivers granted with respect right to the Financing Agreement. Although each enforcement, assertion or exercise by RISCORP of any right, power, privilege or remedy conferred in this Agreement or otherwise. (d) Notwithstanding anything in this Section 8.13 to the Guarantors have been informed of contrary, the matters guaranty set forth herein in this Section 8.13 shall terminate and have acknowledged and agreed to same, each shall be of no further force or effect upon the Guarantors understands that the Agents and the Lenders shall have no obligation to inform the Guarantors of such matters in the future or to seek the Guarantors’ acknowledgement or agreement to future amendments, waivers, or modifications, and nothing herein shall create such a dutyClosing.

Guarantor. Each Guarantor hereby (i) consents to this Amendment; (ii) acknowledges and reaffirms all obligations owing by it Subject to the Agents provisions of this Section 10.13, as consideration for the benefits that Buyer and Lenders TEGNA will receive as a result of Buyer entering into this Agreement, TEGNA hereby fully, unconditionally and irrevocably guarantees to Seller the prompt payment and performance of all of Buyer’s obligations under any Loan Document to which it is a party and represents and warrants this Agreement in full in accordance with the terms of this Agreement. TEGNA hereby acknowledges that, after giving effect with respect to the Amendment, all of its representations and warranties contained in the Loan Documents to which such Guarantor is a party are trueBuyer’s obligations under this Agreement, accurate and complete in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as if made the date hereof (unless any such representation or warranty is expressly made as of a specific date, in which event it this guaranty shall be true, accurate a guaranty of payment and complete as performance and not of such specified date), (iii) agrees that each Loan Document to which it is a party is and shall remain in full force and effect collection and shall not be impaired conditioned or otherwise affected by contingent upon the execution pursuit of any remedies against any Buyer Group Member. TEGNA hereby waives diligence, demand of payment, filing of claims with a court in the Amendment event of a merger or bankruptcy of Buyer, any other document or instrument delivered in connection herewithright to require a proceeding first against Buyer, (iv) ratifies and reaffirms the validity and enforceability of all of the liens and security interests heretofore granted by it, pursuant to and in connection with the Security Agreement and any other Loan Document to which such Guarantor is a party, to the Collateral Agent, on behalf and for the benefit of each Agent discussion, protest or notice and Lenderall demands whatsoever, and covenants that this guaranty will not be discharged as collateral security for the Guaranteed Obligations to any obligation except by satisfaction of such Guarantorobligation in full. TEGNA hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against Buyer that arise from the existence, payment, performance or enforcement of its obligations under the guarantee set forth in this Section 10.13, including any right of reimbursement, exoneration, contribution, indemnification, any right to participate in any claim or remedy or any collateral which Buyer hereafter acquires, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including the right to take or receive from Buyer, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. To the fullest extent permitted by Law, the obligations of TEGNA hereunder shall not be affected by (a) the failure of a party to assert any claim or demand or to enforce any right or remedy against Buyer pursuant to the provisions of this Agreement or otherwise, (b) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of this Agreement or the invalidity or unenforceability (in whole or in part) of this Agreement, unless consented to in writing by Seller and (c) any change in the existence (corporate or otherwise) of Buyer or TEGNA or any insolvency, bankruptcy, reorganization or similar proceeding affecting any of them or their assets. TEGNA acknowledges that all it will receive direct and indirect benefits from the consummation of the Transactions and that the waivers set forth in this Section 10.13 are knowingly made in contemplation of such liens and security interests, and all collateral heretofore pledged as security for such obligations, continues to be and remain collateral for such obligations from and after the date hereof, and (v) ratifies and confirms its consent to any previous amendments of the Financing Agreement and any previous waivers granted with respect to the Financing Agreement. Although each of the Guarantors have been informed of the matters set forth herein and have acknowledged and agreed to same, each of the Guarantors understands that the Agents and the Lenders shall have no obligation to inform the Guarantors of such matters in the future or to seek the Guarantors’ acknowledgement or agreement to future amendments, waivers, or modifications, and nothing herein shall create such a dutybenefits.

Guarantor. Each As a material inducement for Lender to enter into this Agreement, Guarantor for itself, its shareholders, partners or members (as applicable) and its successors and assigns, does hereby (i) consents to this Amendment; (ii) acknowledges forever release, discharge and reaffirms acquit each of the Lender Parties of and from any and all obligations owing by it Claims, each as though fully set forth herein at length, which in any way arise out of, are connected with or relate to the Agents and Lenders under Original Loan or the transactions arising from or related thereto, provided, however, that the foregoing shall not release any Loan Document to which it is a party and of the Lender Parties from any Claims based upon or arising from the gross negligence or willful misconduct of such Lender Parties. Guarantor, hereby agrees, represents and warrants thatthat it realizes and acknowledges that factual matters now unknown to it may have given or may hereafter give rise to a Claim, after giving effect and it further agrees, represents and warrants that this Agreement has been negotiated and agreed upon in light of that realization and that it nevertheless hereby intends to release, discharge and acquit the AmendmentLender Parties, and each of them, from any and all such Claims which in any way arise out of, are connected with, or relate to, the Original Loan or the transactions arising from or related thereto. In furtherance of its representations this intention, Guarantor expressly waives any and warranties contained all rights conferred upon it by the provisions of any present or future law, and expressly consents that the releases set forth in the Loan Documents to which such Guarantor is a party are true, accurate and complete in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofthis Section 14(b) as if made the date hereof (unless any such representation or warranty is expressly made as of a specific date, in which event it shall be true, accurate and complete as of such specified date), (iii) agrees that each Loan Document to which it is a party is and shall remain in given full force and effect according to each and shall not be impaired or otherwise affected all of its express terms and provisions to the extent permitted by applicable law. Guarantor hereby represents and warrants to Lender that (i) except to the execution extent any of the Amendment or any other document or instrument delivered in connection herewithClaims constitute collateral assigned to the Working Capital Lenders under the SVB Loan Agreement, (iv) ratifies and reaffirms the validity and enforceability of it owns all of the liens and security interests heretofore granted purported rights to such Claims that it is releasing by it, pursuant to and in connection with the Security this Agreement and that no other person or entity has any other Loan Document to which such interest in said Claims by reason of any contract or dealing with Guarantor is a party, or any of its agents and has received any required releases from the Working Capital Lenders to the Collateral Agent, on behalf and for the benefit of each Agent and Lender, as collateral security for the Guaranteed Obligations of such Guarantor, and acknowledges that all of such liens and security interests, and all collateral heretofore pledged as security for such obligations, continues to be and remain collateral for such obligations from and after the date hereofextent required, and (vii) ratifies and confirms its consent except to the extent any of the Claims constitute collateral assigned to the Working Capital Lenders under the SVB Loan Agreement, Guarantor has not assigned to any previous amendments other person or entity all or any part of such Claims; provided, however, that notwithstanding the Financing assignment of any such Claims to the Working Capital Lenders, Guarantor is fully authorized (to the extent required) to enter into this Agreement and any previous waivers granted with respect to the Financing Agreement. Although each of the Guarantors have been informed of the matters set forth herein and have acknowledged and agreed to same, each of the Guarantors understands that the Agents and the Lenders foregoing release shall have no obligation to inform the Guarantors of be binding on such matters in the future or to seek the Guarantors’ acknowledgement or agreement to future amendments, waivers, or modifications, and nothing herein shall create such a dutyWorking Capital Lenders.

Guarantor. Each Guarantor hereby (i) consents to this AmendmentAmendment and the waivers granted therein; (ii) acknowledges and reaffirms all obligations owing by it to the Agents and Lenders under any Loan Document to which it is a party and represents and warrants that, after giving effect to the Amendment, all of its representations and warranties contained in the Guaranty and in each of the Collateral Documents and the other Loan Documents to which such Guarantor is a party are true, accurate and complete in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as if made the date hereof (unless any such representation or warranty is expressly made as of a specific date, in which event it shall be true, accurate and complete in all material respects as of such specified date), (iii) agrees that each Loan Document to which it is a party is and shall remain in full force and effect and shall not be impaired or otherwise affected by the execution of the Amendment or any other document or instrument delivered in connection herewith, (iv) ratifies and reaffirms the validity and enforceability of all of the liens and security interests heretofore granted by it, pursuant to and in connection with the Security Agreement and any other Loan Collateral Document to which such Guarantor is a party, to the Collateral Agent, on behalf and for the benefit of each Agent and Lenderthe Lender Parties, as collateral security for the Guaranteed Obligations of such Guarantor, and acknowledges that all of such liens and security interests, and all collateral heretofore pledged as security for such obligations, continues to be and remain collateral for such obligations from and after the date hereof, and (v) ratifies and confirms its consent to any previous amendments of the Financing Agreement and any previous waivers granted with respect to the Financing Agreement. Although each of the Guarantors have been informed of the matters set forth herein and have acknowledged and agreed to same, each of the Guarantors understands that the Agents and the Lenders shall have no obligation to inform the Guarantors of such matters in the future or to seek the Guarantors’ acknowledgement or agreement to future amendments, waivers, or modifications, and nothing herein shall create such a duty.

Guarantor. Each (a) Any sale, conveyance or transfer of any stock of Guarantor hereby or any shareholder of Guarantor to one or more Persons (i) consents regardless of whether the same causes a "change in control"), except to this Amendment; (ii) acknowledges and reaffirms all obligations owing by it to the Agents and Lenders under any Loan Document extent such a stock transaction is in connection with a merger, consolidation or stock exchange to which it is a party and represents and warrants that, after giving effect to the Amendment, all of its representations and warranties contained in the Loan Documents to which such Guarantor is a party are true, accurate and complete in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality otherwise results in the text thereof) cessation of Guarantor as if made the date hereof (unless any such representation or warranty is expressly made as of a specific dateseparate legal entity, in which event it the provisions of subsection (b)(ii) below shall be truegovern (if applicable). (b) Any (i) sale, accurate and complete as conveyance or transfer of such specified date)all or substantially all of the assets of Guarantor to a single Person or (ii) merger, (iii) agrees that each Loan Document consolidation or stock exchange to which it Guarantor is a party is and shall remain in full force and effect and shall not be impaired (whether as the surviving, disappearing or otherwise affected by the execution of the Amendment or any other document or instrument delivered acquired Person) so long as in connection herewith, (iv) ratifies and reaffirms the validity and enforceability of all of the liens and security interests heretofore granted by it, pursuant to and in connection with the Security Agreement and any other Loan Document to which such Guarantor is a party, to the Collateral Agent, on behalf and for the benefit of each Agent and Lender, as collateral security for the Guaranteed Obligations of such Guarantor, and acknowledges that all of such liens and security interests, and all collateral heretofore pledged as security for such obligations, continues to be and remain collateral for such obligations from and after the date hereof, and (v) ratifies and confirms its consent to any previous amendments of the Financing Agreement and any previous waivers granted with respect to the Financing Agreement. Although each of the Guarantors have been informed of the matters set forth herein and have acknowledged and agreed to sametherewith, each of the Guarantors understands following conditions is met: (A) Except in the case of a transaction as described in clause (ii) above and in which the transferee assumes the obligations of Guarantor as a matter of law, such transferee shall assume all of the obligations of Guarantor under the Guaranty by an instrument in writing in form and substance reasonably satisfactory to Lessor. A copy of such executed assumption shall be delivered to Lessor along with the notice specified in clause (D) below. In the event that the Agents form of assumption instrument executed and delivered to Lessor is not reasonably acceptable to Lessor, Lessor shall be entitled to require that a reasonably acceptable replacement instrument be executed and delivered to Lessor following the Lenders shall have no obligation to inform the Guarantors closing of such matters transaction; (B) In the event of a transaction of the type described in clause (ii) above and in which Guarantor is the surviving Person, Guarantor shall not be released from any of the obligations of the Guarantor under the Guaranty, whether prior to or after the effective date of such transaction; (C) If either Guarantor (unless Guarantor is not the surviving Person in connection with a transaction of the type described in clause (ii) above) or the transferee does not have a Consolidated Net Worth following the effectiveness of any such transaction equal to or greater than Seventy-Five Percent (75%) of the average Consolidated Net Worth of Guarantor for the twelve (12) month period immediately prior to the effectiveness of such transaction (the "Net Worth Hurdle"), then either (x) the ultimate parent entity of such transferee (if one exists) or (y), if a parent entity exists but refuses to execute a guaranty or such a parent does not exist, then another responsible Person, in either case with a Consolidated Net Worth equal to or greater than the Net Worth Hurdle shall execute and deliver to Lessor a written guaranty of Lessee's obligations under this Lease in form and substance substantially identical to the Guaranty. If either Guarantor (if applicable) or such transferee's Consolidated Net Worth equals or exceeds the Net Worth Hurdle, evidence of the same shall be delivered via the Consolidated Financials of Guarantor or such transferee, as applicable, to Lessor concurrent with the notice specified in clause (D) below. If not, then a copy of such new guaranty, along with the Consolidated Financials of such parent entity or other Person, shall be delivered to Lessor concurrent with the notice specified in clause (D) below; and (D) Within ten (10) days after the effectiveness of any such transaction, Guarantor shall notify Lessor in writing of the occurrence of such event, the effective date thereof and any change in the future address for notices pursuant to the Guaranty, accompanied by an executed copy of an assumption instrument pursuant to clause (A) above or any new guaranty and other information from any ultimate parent entity or other Person as may be required pursuant to seek the Guarantors’ acknowledgement or agreement to future amendments, waivers, or modifications, and nothing herein shall create such a dutyclause (C) above.

Guarantor. Each The Guarantor hereby (i) consents for valuable consideration and in consideration for and as an inducement to the Landlord agreeing to enter into this lease, does join as party to this Amendment; (ii) acknowledges lease for the purpose of guaranteeing the full performance and reaffirms observance of all obligations owing of the covenants, conditions and agreements herein provided to be performed and observed by it the Tenant without requiring any notice of non-payment, non-performance or non-observance or proof or notice or demand whereby to charge the Agents and Lenders under any Loan Document to which it is a party and represents and warrants that, after giving effect to the AmendmentGuarantor thereof, all of its representations and warranties contained in which the Loan Documents to which such Guarantor is a party are true, accurate and complete in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as if made the date hereof (unless any such representation or warranty is hereby expressly made as of a specific date, in which event it shall be true, accurate and complete as of such specified date), (iii) waives. The Guarantor agrees that each Loan Document the validity of this guarantee and the obligations of the Guarantor hereunder shall in no way be terminated, affected or impaired by reason of the assertion by the Landlord against the Tenant of any of the rights or remedies reserved to which it is a party is the Landlord pursuant to the provisions of this lease. The Guarantor further covenants and agrees that this guarantee shall remain in full force and effect as to any renewal, modification or extension of this lease and shall not be impaired or otherwise affected by during any period when the execution of Tenant is occupying the Amendment or any other document or instrument delivered demised premises as an overholding tenant. Nothing whatsoever except the performance in connection herewith, (iv) ratifies and reaffirms the validity and enforceability full of all of the liens and security interests heretofore granted by it, pursuant to and in connection with obligations of the Security Agreement Tenant under this lease throughout the term of this lease and any other Loan Document to which such extension thereof or overholding thereunder shall discharge the Guarantor is a party, of this guarantee. The liability of the Guarantor to the Collateral Agent, on behalf Landlord shall be for all purposes as if the Guarantor was primary obligor hereunder and not merely as surety for the benefit of each Agent and Lender, as collateral security for the Guaranteed Obligations of such Guarantor, and acknowledges that all of such liens and security interests, and all collateral heretofore pledged as security for such obligations, continues to be and remain collateral for such obligations from and after the date hereof, and (v) ratifies and confirms its consent to any previous amendments of the Financing Agreement and any previous waivers granted with respect to the Financing Agreement. Although each of the Guarantors have been informed of the matters set forth herein and have acknowledged and agreed to same, each of the Guarantors understands that the Agents Tenant and the Lenders Landlord shall not be obliged to resort to or exhaust any recourse which it may have no obligation against the Tenant or any other person before being entitled to inform claim against the Guarantors of such matters in the future or to seek the Guarantors’ acknowledgement or agreement to future amendments, waivers, or modifications, and nothing herein shall create such a dutyGuarantor.

Guarantor. Each 8.1 In consideration for the Landlord granting the Tenant a tenancy of the Property, the Guarantor hereby agrees to pay the Landlord and the Landlord’s Agent for any reasonable losses suffered as a result of the Tenant failing to fulfil any of his obligations under this agreement or failing to pay Rents or other monies lawfully due. 8.2 The Guarantor agrees to pay, on demand and in full, any overdue Rent or other monies lawfully due under this agreement for the full Term and until vacant possession is given to the Landlord. 8.3 The Guarantor agrees to make payments lawfully due under clause 8.1 or 8.2 even after the Tenant has returned possession of the Property to the Landlord. 8.4 If this contract is a “distance contract” as defined in the Consumer Protection (iDistance Selling) consents Regulations 2000, then, subject to the required information having been provided to the Guarantor, the 7 day “right to cancel” will cease immediately the provision of the service commences, in accordance with regulation 13(1)(a) of the above regulations. This means that you will be committed to this Amendment; (ii) acknowledges guarantor agreement once the Tenant takes on the Property. 8.5 Where the guarantor comprises more than one person then the obligations of the guarantor will be deemed to be obligations of all such persons jointly and reaffirms all obligations owing by it severally. By signing this agreement the guarantor also confirms that they have received a copy of this tenancy agreement, have read and understood the terms and liabilities of this agreement and have been given sufficient time to the Agents read and Lenders under any Loan Document to which fully understand this agreement before signing. Furthermore it is a party and represents and warrants that, after giving effect to acknowledged that the Amendment, all of its representations and warranties contained in the Loan Documents to which such Guarantor is a party are true, accurate and complete in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as if made the date hereof (unless any such representation or warranty is expressly made as of a specific date, in which event it shall be true, accurate and complete as of such specified date), (iii) agrees that each Loan Document to which it is a party is and shall remain in full force and effect and shall not be impaired or otherwise affected guarantor before signing has been advised by the execution of Landlord or the Amendment or any other document or instrument delivered in connection herewith, (iv) ratifies and reaffirms the validity and enforceability of all of the liens and security interests heretofore granted by it, pursuant to and in connection with the Security Agreement and any other Loan Document to which such Guarantor is a party, to the Collateral Agent, on behalf and for the benefit of each Landlords Agent and Lender, as collateral security for the Guaranteed Obligations of such Guarantor, and acknowledges that all of such liens and security interests, and all collateral heretofore pledged as security for such obligations, continues to be and remain collateral for such obligations from and after the date hereof, and (v) ratifies and confirms its consent to any previous amendments of the Financing Agreement and any previous waivers granted with respect to the Financing Agreement. Although each of the Guarantors have been informed of the matters set forth herein and have acknowledged and agreed to same, each of the Guarantors understands that the Agents and the Lenders shall have no obligation to inform the Guarantors of such matters in the future or to seek the Guarantors’ acknowledgement or agreement to future amendments, waivers, or modifications, and nothing herein shall create such a dutyprofessional / solicitors advice before signing this agreement.

Guarantor. Each In consideration of the Landlord entering into this Agreement with the Tenant at the request of the Guarantor hereby (i) consents the Guarantor guarantees to the Landlord:- 19.1 That the Tenant will comply with all the terms of this Amendment; (ii) acknowledges Agreement and reaffirms that the Guarantor will make good to the Landlord on demand all losses costs damages and expenses occasioned to the Landlord by any default of the Tenant in complying with such terms and that although as between the Tenant and the Guarantor the Guarantor may only be a guarantor for the Tenant as between the Guarantor and the Landlord the Guarantor shall be liable as if the Guarantor were a principal debtor or covenantor for all obligations owing by it to herein contained and is jointly and severally liable with the Agents and Lenders under any Loan Document to which it is a party and represents and warrants that, after giving effect to Tenant for the Amendment, all same 19.2 The obligations of its representations and warranties contained the Guarantor set out in the Loan Documents to which such Guarantor is a party are true, accurate and complete in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as if made the date hereof (unless any such representation or warranty is expressly made as of a specific date, in which event it shall be true, accurate and complete as of such specified date), (iii) agrees that each Loan Document to which it is a party is and this clause shall remain in full force and effect notwithstanding:- 19.2.1 any modification of whatsoever nature which may be made in the structure style or legal form of the Tenant 19.2.2 any forbearance time indulgence or other concession which may be made in the structure style or legal form of the Tenant 19.2.3 any variation amendment or modification of the terms conditions or other provisions of this Agreement whether or not such variation amendment or modification is effected with the consent or knowledge of the Guarantor and shall whether or not be impaired such variation amendment or modification may increase or otherwise affected by vary the liability of me Guarantor under this Agreement 19.2.4 any invalidity in or irregularity or unenforceability of the obligations or the Tenant under this Agreement or any invalidity in or irregularity in the execution of this Agreement by the Amendment Tenant or any other document or instrument delivered deficiency in connection herewith, (iv) ratifies and reaffirms the validity and enforceability of all powers of the liens Tenant to enter into this Agreement 19.2.5 any delay on the part of the Tenant to take steps to enforce performance or observance of the or any of the Tenant's obligations in this Agreement or which may be allowed by The Tenant to the Landlord 19.2.6 any assignment of this Agreement or the liquidation or bankruptcy (as the case may be) of the Tenant 19.2.7 any other act or thing or omission which but for this provision might operate to exonerate or release the Guarantor 19.3 That in the event of the Tenant becoming bankrupt or entering into liquidation and security interests heretofore granted by it, the trustee in bankruptcy or the liquidator disclaiming the Agreement and The Landlord within two months after the disclaimer serving upon the Guarantor a notice to do so the Guarantor will take up the Lease on the terms of this Agreement in place of the Tenant 19.4 That upon completion of the Lease in accordance with CLAUSE 11 hereof the Guarantor will as surety enter into the Lease and into any Licence for Alterations pursuant to and in connection with the Security Agreement and any other Loan Document to which such Guarantor is a party, to the Collateral Agent, on behalf and for the benefit of each Agent and Lender, as collateral security for the Guaranteed Obligations of such Guarantor, and acknowledges that all of such liens and security interests, and all collateral heretofore pledged as security for such obligations, continues to be and remain collateral for such obligations from and after the date hereof, and (v) ratifies and confirms its consent to any previous amendments of the Financing Agreement and any previous waivers granted with respect to the Financing Agreement. Although each of the Guarantors have been informed of the matters set forth herein and have acknowledged and agreed to same, each of the Guarantors understands that the Agents and the Lenders shall have no obligation to inform the Guarantors of such matters in the future or to seek the Guarantors’ acknowledgement or agreement to future amendments, waivers, or modifications, and nothing herein shall create such a duty.CLAUSE 10.2

Guarantor. Each Guarantor hereby (i) consents to this Amendment; (ii) acknowledges and reaffirms all obligations owing by it to the Agents and Lenders under any Loan Document to which it is a party and represents and warrants that, after giving effect to the Amendment, all of its representations and warranties contained in the Loan Documents Wintrust as to which such Guarantor is a party are truethat: (1) Guarantor has all requisite corporate power, accurate authority and complete in capacity to enter into and perform all material respects (except that such materiality qualifier shall not be applicable obligations under this Guaranty, and has no defense to any representations action, suit or proceeding that may be instituted under this Guaranty; (2) this Guaranty constitutes the valid and warranties that already legally binding obligation of Guarantor, enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, moratorium, reorganization and other laws of general applicability relating to or affecting creditors' rights and equitable limitations on the availability of specific remedies; (3) there are qualified currently no proceedings or modified by materiality in the text thereof) as if made the date hereof (unless any such representation or warranty is expressly made as of a specific date, in which event it shall be true, accurate and complete as of such specified date), (iii) agrees that each Loan Document to which it is a party is and shall remain in full force and effect and shall not be impaired or otherwise affected by the execution of the Amendment or any other document or instrument delivered in connection herewith, (iv) ratifies and reaffirms the validity and enforceability of all of the liens and security interests heretofore granted by it, pursuant to and in connection with the Security Agreement and any other Loan Document to which such Guarantor is a partyinvestigations pending or, to the Collateral Agentknowledge of Guarantor, on behalf and for threatened before any court which, in any one case or in the benefit of each Agent and Lenderaggregate, as collateral security for the Guaranteed Obligations of if determined adversely to such Guarantor's interests, would have a material adverse effect on Guarantor's properties or condition (financial or otherwise), present or prospective; (4) no other agreement or special condition exists between Guarantor and Wintrust regarding the liability of Guarantor under this Guaranty; (5) there is no statute, regulation, rule, order or judgment, and acknowledges that all no provision of such liens any mortgage, contract or agreement binding on Guarantor or affecting Guarantor's property which would prohibit, conflict with or in any way prevent the execution, delivery or carrying out of the terms of this Guaranty; (6) as of the date hereof, the Guarantor is an equity owner of Customer; and security interests, and all collateral heretofore pledged (7) as security for such obligations, continues to be and remain collateral for such obligations from and after of the date hereof, and after giving effect to this Guaranty and the obligations evidenced hereby: (vi) ratifies Guarantor is and confirms its consent will be solvent; (ii) the fair saleable value of Guarantor’s assets exceed and will continue to any previous amendments of the Financing Agreement and any previous waivers granted with respect to the Financing Agreement. Although exceed each of the Guarantors have been informed of the matters set forth herein Guarantor's liabilities (both fixed and have acknowledged contingent); and agreed (iii) Guarantor is and will continue to same, be able to pay each of the Guarantors understands that the Agents and the Lenders shall have no obligation to inform the Guarantors of such matters in the future or to seek the Guarantors’ acknowledgement or agreement to future amendments, waivers, or modifications, and nothing herein shall create such a dutyGuarantor's debts as they mature.

Guarantor. Each Guarantor hereby (i) consents to this AmendmentAmendment and the waivers granted therein; (ii) acknowledges and reaffirms all obligations owing by it to the Agents and Lenders under any Loan Document to which it is a party and represents and warrants that, after giving effect to the Amendment, all of its representations and warranties contained in the Guaranty and in each of the Collateral Documents and the other Loan Documents to which such Guarantor is a party are true, accurate true and complete correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) accurate and complete as if made the date hereof (unless any such representation or warranty is expressly made as of a specific date, in which event it shall be true, accurate and complete as of such specified date), (iii) agrees that each Loan Document to which it is a party is and shall remain in full force and effect and shall not be impaired or otherwise affected by the execution of the Amendment or any other document or instrument delivered in connection herewith, (iv) ratifies and reaffirms the validity and enforceability of all of the liens and security interests heretofore granted by it, pursuant to and in connection with the Security Agreement and any other Loan Collateral Document to which such Guarantor is a party, to the Collateral Agent, on behalf and for the benefit of each Agent and Lenderthe Lender Parties, as collateral security for the Guaranteed Obligations of such Guarantor, and acknowledges that all of such liens and security interests, and all collateral heretofore pledged as security for such obligations, continues to be and remain collateral for such obligations from and after the date hereof, and (v) ratifies and confirms its consent to any previous amendments of the Financing Agreement and any previous waivers granted with respect to the Financing Agreement. Although each of the Guarantors have been informed of the matters set forth herein and have acknowledged and agreed to same, each of the Guarantors understands that the Agents and the Lenders shall have no obligation to inform the Guarantors of such matters in the future or to seek the Guarantors’ acknowledgement or agreement to future amendments, waivers, or modifications, and nothing herein shall create such a duty.

Guarantor. Each 14.1 In consideration of the Landlord having entered into this agreement at the request of the Guarantor, the Guarantor hereby guarantees and agrees with the Landlord that: 14.1.1 the Tenant shall perform the Tenant’s obligations in this agreement; 14.1.2 if the Tenant fails to perform any of its obligations under this agreement, the Guarantor shall perform them (iincluding, if required to do so by notice in writing from the Landlord, entering into the Lease in accordance with the terms of this agreement as if the Guarantor were named in the Lease as tenant in place of the Tenant); and 14.1.3 if: (a) consents an Event of Default occurs in respect of the Tenant or this agreement is disclaimed following the insolvency of the Tenant; and (b) within three months of such Event of Default or disclaimer the Landlord gives notice in writing to the Guarantor requiring the Guarantor to enter into the Lease as the tenant under the Lease in accordance with this Amendmentagreement; (ii) acknowledges and reaffirms then with effect from such notice all obligations owing of the Tenant under this agreement shall be deemed to have been entered into by the Guarantor as though it were named as tenant in place of the Tenant under this agreement and the Guarantor shall enter into the Lease in accordance with the terms of this agreement as tenant in place of the Tenant. 14.2 In consideration of the Landlord having entered into this agreement at the request of the Guarantor, the Guarantor agrees with the Landlord as a separate and independent primary obligation to indemnify the Agents and Lenders under Landlord against any Loan Document failure by the Tenant to which it is a party and represents and warrants that, after giving effect to observe or perform any of the Amendment, all Tenant’s obligations in this agreement. 14.3 The liability of its representations and warranties contained in the Loan Documents to which such Guarantor is a party are true, accurate and complete in all material respects (except that such materiality qualifier shall not be applicable affected by: 14.3.1 any time or indulgence granted by the Landlord to the Tenant; 14.3.2 any delay or forbearance by the Landlord in enforcing the payment of any sums or the observance or performance of any of the Tenant’s obligations in this agreement or in making any demand in respect of any of them; 14.3.3 the Landlord exercising any right or remedy against the Tenant for any failure to pay any sums due under this agreement or to observe or perform the Tenant’s obligations in this agreement; 14.3.4 a release or compromise of the liability of any one of the persons who is the Guarantor, or the grant of any time or concession to any representations and warranties that already are qualified one of them; 14.3.5 any legal limitation or modified by materiality in disability on the text thereof) as if made Tenant or any invalidity or irregularity of any of the date hereof (unless Tenant’s obligations under this agreement or any such representation unenforceability of any of them against the Tenant; 14.3.6 the Tenant being dissolved, or warranty is expressly made as being struck off the register of a specific date, in which event it shall be true, accurate and complete as of such specified date), (iii) agrees that each Loan Document to which it is a party is and shall remain in full force and effect and shall not be impaired companies or otherwise affected ceasing to exist, or, if the Tenant is an individual, by the execution Tenant dying or becoming incapable of managing its affairs; or 14.3.7 any other act or omission except an express written release by deed of the Amendment or any other document or instrument delivered in connection herewith, (iv) ratifies and reaffirms Guarantor by the validity and enforceability of all of the liens and security interests heretofore granted by it, pursuant to and in connection with the Security Agreement and any other Loan Document to which such Guarantor is a party, to the Collateral Agent, on behalf and for the benefit of each Agent and Lender, as collateral security for the Guaranteed Obligations of such Guarantor, and acknowledges that all of such liens and security interests, and all collateral heretofore pledged as security for such obligations, continues to be and remain collateral for such obligations from and after the date hereof, and (v) ratifies and confirms its consent to any previous amendments of the Financing Agreement and any previous waivers granted with respect to the Financing Agreement. Although each of the Guarantors have been informed of the matters set forth herein and have acknowledged and agreed to same, each of the Guarantors understands that the Agents and the Lenders shall have no obligation to inform the Guarantors of such matters in the future or to seek the Guarantors’ acknowledgement or agreement to future amendments, waivers, or modifications, and nothing herein shall create such a dutyLandlord.

Guarantor. Each (a) If the Purchaser fails to comply with Clause 3.2 (Satisfaction of consideration) then the Guarantor hereby guarantees that it shall immediately perform and discharge the obligations of the Purchaser under that provision. (ib) consents to this Amendment; (iiThe guarantee set out in Clause 3.6(a) acknowledges and reaffirms all obligations owing by it to the Agents and Lenders under any Loan Document to which it is a party and represents and warrants that, after giving effect to the Amendment, all of its representations and warranties contained in the Loan Documents to which such Guarantor is a party are true, accurate and complete in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as if made the date hereof (unless any such representation or warranty is expressly made as of a specific date, in which event it shall be true, accurate and complete as of such specified date), (iii) agrees that each Loan Document to which it is a party is continuing guarantee and shall remain in full force and effect until the Purchaser has performed and discharged all of its obligations under Clause 3.2 (Satisfaction of consideration). (c) The Guarantor’s liability under Clause 3.6(a) shall not be impaired or otherwise affected by any payment or other dealing or anything else (whether by or relating to the execution of the Amendment Purchaser, any co-guarantor or any other document person) which would, but for this Clause 3.6(c), operate to discharge or instrument delivered reduce that liability. (d) If anything (including any legal limitation, disability, liquidation or other incapacity on the part of the Purchaser or any disclaimer by a liquidator or trustee in connection herewithbankruptcy) causes any of the Purchaser’s obligations under Clause 3.2 (Satisfaction of consideration) and/or the guarantee set out in Clause 3.6(a) to be or become invalid or unenforceable, (iv) ratifies then the Guarantor shall perform and reaffirms the validity and enforceability of discharge all of the liens Purchaser’s payment obligations under this Agreement as if they were the primary obligations of the Guarantor. (e) The Guarantor shall not exercise any rights which it may have against the Purchaser arising from or otherwise relating to its guarantee under Clause 3.6(a) or its other obligations under this Clause 3.6 unless and security interests heretofore granted by it, pursuant to and in connection with the Security Agreement and any other Loan Document to which such Guarantor is a party, to the Collateral Agent, on behalf and for the benefit of each Agent and Lender, as collateral security for the Guaranteed Obligations of such Guarantor, and acknowledges that until all of such liens and security interests, and all collateral heretofore pledged as security for such obligations, continues to be and remain collateral for such the obligations from and after the date hereof, and (v) ratifies and confirms its consent to any previous amendments of the Financing Agreement Purchaser and any previous waivers granted with respect to the Financing Agreement. Although each Guarantor under Clause 3.2 (Satisfaction of the Guarantors consideration) and this Clause 3.6 have been informed of the matters set forth herein performed and have acknowledged discharged. (f) The Guarantor’s obligations under this Clause 3.6, including its guarantee under Clause 3.6(a), are unconditional and agreed to same, each of the Guarantors understands that the Agents and the Lenders shall have no obligation to inform the Guarantors of such matters in the future or to seek the Guarantors’ acknowledgement or agreement to future amendments, waivers, or modifications, and nothing herein shall create such a dutyirrevocable.

Guarantor. Each In order to induce Sellers to enter into this Agreement, Guarantor hereby irrevocably and unconditionally guarantees to Sellers the prompt and full discharge by Parent of the due and punctual payment, performance and discharge of all amounts which are or may become due and payable by Parent under this Agreement when and as the same shall become due and payable (collectively, the “Obligations”), in accordance with the terms hereof. This guaranty shall be a guaranty of payment and performance and not of collection, and Guarantor hereby agrees that its Obligations hereunder shall be primary and unconditional, subject to the terms and conditions of this Agreement, irrespective of any action to enforce the same or any other circumstances that might otherwise constitute a legal or equitable discharge to Guarantor, and no amendment, modification, waiver, release or extinguishment of Parent’s obligations or liabilities, whether by decree in any bankruptcy proceeding or otherwise, shall affect the continuing validity and enforceability of this guarantee. Guarantor hereby waives (a) diligence, filing of claims with a court in the event of insolvency or bankruptcy of Parent (with respect to the Obligations, unless the Obligations have been indefeasibly paid in full), any right to require demand for payment or a proceeding first against Parent, all rights to subrogation or to demand any payment from Parent with respect to the Obligations until the indefeasible payment in full of all the Obligations, (b) any and all other suretyship defenses and (c) covenants that this guaranty will not be discharged except by indefeasible payment in full of the Obligations. Guarantor understands and acknowledges that the Sellers are relying on this guarantee in entering into this Agreement and that the agreements by Guarantor set forth in this Section 10.20 are knowingly made in the furtherance of the receipt of substantial direct and indirect benefits from the transactions contemplated by this Agreement. Guarantor hereby represents and warrants, on behalf of itself only, that (i) consents it has all requisite power, authority and capacity to execute, deliver and perform the obligations created by this Amendment; Section 10.20 and any obligations created hereunder, (ii) acknowledges this Section 10.20 represents the valid and reaffirms all obligations owing binding agreement of Guarantor, enforceable against Guarantor in accordance with its terms, except as limited by it to Laws affecting the Agents and Lenders under any Loan Document to which it enforcement of creditors’ rights generally or by general equitable principles (regardless of whether enforcement is sought in a party and represents and warrants that, after giving effect to the Amendment, all of its representations and warranties contained proceeding at law or in the Loan Documents to which such Guarantor is a party are true, accurate and complete in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as if made the date hereof (unless any such representation or warranty is expressly made as of a specific date, in which event it shall be true, accurate and complete as of such specified dateequity), (iii) agrees that each Loan Document the execution, delivery and performance by Guarantor of this Agreement solely with respect to which it is a party is Section 10.20 and any obligations created hereunder does not and will not violate any applicable Law or any material contractual restriction binding on Guarantor and (iv) Guarantor has, and, for so long as this Section 10.20 shall remain in full force and effect and in accordance with its terms, Guarantor shall not be impaired or otherwise affected by the execution of the Amendment or any other document or instrument delivered in connection herewithhave, (iv) ratifies and reaffirms the validity and enforceability of funds sufficient to satisfy all of the liens and security interests heretofore granted by it, pursuant to and in connection with the Security Agreement and any other Loan Document to which such Guarantor is a party, to the Collateral Agent, on behalf and for the benefit of each Agent and Lender, as collateral security for the Guaranteed Obligations of such Guarantor, and acknowledges that all of such liens and security interests, and all collateral heretofore pledged as security for such obligations, continues to be and remain collateral for such its obligations from and after the date hereof, and (v) ratifies and confirms its consent to any previous amendments of the Financing Agreement and any previous waivers granted with respect to the Financing Agreement. Although each of the Guarantors have been informed of the matters set forth herein and have acknowledged and agreed to same, each of the Guarantors understands that the Agents and the Lenders shall have no obligation to inform the Guarantors of such matters in the future or to seek the Guarantors’ acknowledgement or agreement to future amendments, waivers, or modifications, and nothing herein shall create such a dutyhereunder.

Guarantor. Each Guarantor hereby (i) consents to In consideration of the Licensor granting the licence created under this Amendment; (ii) acknowledges and reaffirms all obligations owing by it Licence Agreement to the Agents Occupier, the Guarantor undertakes, as an independent and Lenders under any Loan Document to which it is a party and represents and warrants thatcontinuing obligation, after giving effect to the AmendmentLicensor that if the Occupier fails timeously to observe and perform any of the Occupier’s obligations under this Licence then the Guarantor will: 1 pay to the Licensor within 10 days of receipt of a written demand any monies (including but not limited to any instalment of the Licence Fee) which are, all in terms of its representations this Licence, due by the Occupier to the Licensor but have not been paid; and warranties contained in 2 perform any of the Loan Documents Occupier's obligations due to have been performed by the Occupier but which have not been performed or if such Guarantor is a party are true, accurate and complete in all material respects (except that such materiality qualifier shall obligations cannot be applicable performed pay to the Licensor on demand any representations loss suffered by the Licensor as a result of the Occupier's breach; and warranties that already are qualified 3 indemnify and keep the Licensor indemnified from and against all and any losses, costs and expenses suffered or modified incurred by materiality the Licensor arising out of, or in connection with, any failure by the text thereof) as if made Occupier to observe or perform any of the date hereof (unless any such representation or warranty is expressly made as Occupier's obligations under this Licence Agreement; and 4 pay to the Licensor within 10 days of receipt of a specific date, in which event it shall be true, accurate written demand the amount of all costs and complete as of such specified date), expenses (iiiincluding legal and other costs and expenses and any applicable value added tax on those costs and expenses) agrees that each Loan Document to which it is a party is and shall remain in full force and effect and shall not be impaired or otherwise affected incurred by the execution of the Amendment or any other document or instrument delivered Licensor in connection herewithwith (a) the preservation, (iv) ratifies or exercise and reaffirms the validity and enforceability enforcement, of all of the liens and security interests heretofore granted by it, pursuant to and any rights under or in connection with the Security Agreement guarantee in this clause 13 or any attempt to do so; and (b) any other Loan Document discharge or release of the guarantee in this clause 13. The Guarantor accepts that none of the following will entitle the Guarantor to which such Guarantor is a partydecline fully to implement its obligations under clause 13, namely: (i) any failure or delay by the Licensor in enforcing against the Occupier the payment of the Licence Fee or the observance or performance of the Occupier's obligations; or (ii) the giving of time by the Licensor to the Collateral Agent, on behalf and Occupier in relation to the payment of the Licence Fee or the observance or performance of the Occupier's obligations; or (iii) any failure or delay by the Licensor in taking proceedings against the Occupier or any of the Occupier's assets for the benefit payment of each Agent and Lenderthe Licence Fee or the observance or performance of the Occupier's obligations; or (iv) any variation or modification of this Licence Agreement, as collateral security for the Guaranteed Obligations of Resident’s Handbook and/or the Nido Regulations whether or not the Guarantor was a party to such Guarantor, and acknowledges that all of such liens and security interests, and all collateral heretofore pledged as security for such obligations, continues to be and remain collateral for such obligations from and after the date hereof, and variation or modification; or (v) ratifies and confirms its consent to any previous amendments the death of the Financing Agreement Occupier; or (vi) the termination of this Licence; or (vii) any other act, omission, matter or thing as a result of which (but for this clause 13) the Guarantor would be exonerated (in whole or in part) from its obligations under this clause 13. The Guarantor accepts that the guarantee in this clause 13 shall be in addition to and independent of any previous waivers granted with security held by the Licensor from time to time in respect of the discharge and performance of the Occupier's obligations under this Licence Agreement. The Guarantor accepts that the rights of the Licensor under clause 13 shall also benefit, and be enforceable by, all successors to the Financing interest of the Licensor under this Licence Agreement. Although each If the Licensor recovers any sums from the Guarantor under the guarantee in this clause 13 and subsequently recovers from the Occupier any sum in respect of the Guarantors have been informed same liability then the Licensor will pay to the Guarantor the sum recovered from the Occupier up to the amount paid by the Guarantor within one month or recovery of same from the Occupier. The Guarantor must notify the Licensor of any changes in the Guarantor's postal address, telephone number and email address. In the event that the Guarantor does not validly execute this Licence Agreement then, at the absolute discretion of the matters set forth herein and have acknowledged and agreed to sameLicensor, each of the Guarantors understands that Licence Agreement will still subsist between the Agents Licensor and the Lenders shall have no obligation to inform the Guarantors of such matters in the future or to seek the Guarantors’ acknowledgement or agreement to future amendments, waivers, or modifications, and nothing herein shall create such a dutyOccupier.

Guarantor. In consideration of the Mortgagee making loans, accommodations, advances or other extensions of credit to the Mortgagor, each Guarantor hereby agrees with the Mortgagee as follows: Each Guarantor hereby hereby: (ia) consents to this Amendment; (ii) acknowledges and reaffirms all obligations owing guarantees the payment by it the Mortgagor to the Agents Mortgagee of all of the Principal Amount and Lenders other liabilities of the Mortgagor secured or payable under this Mortgage, present or future, direct or indirect, absolute or contingent, matured or not, including, without limitation, principal, interest, taxes, fees and expenses as and when the same are due and payable under this Mortgage (the “Guaranteed Amounts”), and (b) covenants and agrees to perform all other covenants and obligations of the Mortgagor under this Mortgage as and when the same are required to be observed or performed under this Mortgage (the “Guaranteed Covenants”), in each case without any Loan Document demand required to which it be made. The obligations of the Mortgagor to pay the Guaranteed Amounts and perform and observe the Guaranteed Covenants are hereinafter collectively referred to as the “Guaranteed Obligations”, and this guarantee is hereinafter referred to as the “Guarantee”. If there is more than one Guarantor, the obligations of the Guarantors hereunder shall be joint and several and any reference herein to “the Guarantor” is to each and every such Guarantor. If any monies or amounts expressed to be owing or payable under this Guarantee by the Guarantor are not recoverable from the Guarantor, or any of them, on the footing of a party guarantee for any reason whatever, such monies or amounts may be recovered from the Guarantor, or any of them, as a primary obligor and represents and warrants thatprincipal debtor in respect of such monies or amounts, after giving effect regardless of whether such monies or amounts are recoverable from the Mortgagor or would be payable by the Mortgagor to the AmendmentMortgagee. For greater certainty, all but without restricting the generality of the foregoing, if the Mortgagee is prevented or restricted from exercising its representations and warranties contained in the Loan Documents to which such Guarantor is a party are true, accurate and complete in all material respects (except that such materiality qualifier shall not be applicable rights or remedies with respect to any representations of the Guaranteed Obligations, including, without limitation, the right of acceleration, the right to be paid interest at the Mortgage Interest Rate in respect of the Guaranteed Obligations or the right to enforce or exercise any other right or remedy with respect to the Guaranteed Obligations, the Guarantor agrees to pay the amount that would otherwise have been due and warranties payable had the Mortgagee been permitted to exercise such rights and remedies in accordance with the terms agreed to between the Mortgagor and Mortgagee; provided, however, that already are qualified or modified by materiality in the text thereof) foregoing characterization of the liability of the Guarantor as if made the date hereof (unless any such representation or warranty is expressly made as that of a specific date, in which event it shall be true, accurate primary obligor and complete as of such specified date), (iii) agrees that each Loan Document to which it principal debtor is a party is and shall remain in full force and effect not intended and shall not be impaired interpreted to confer on the Guarantor, or any of them, any right, benefit or advantage that the Guarantor would not otherwise have in the absence of such characterization. Without giving notice to or obtaining the consent or concurrence of any Guarantor, the Mortgagee may: (a) grant any time, indulgences, waivers or extensions of time for payment of any of the Guaranteed Obligations; (b) grant any renewals or extensions of this Mortgage with or without a change in the Mortgage Interest Rate or in any other terms or conditions of this Mortgage and whether by express agreement signed by the Mortgagor or otherwise; (c) change the interest rate provided in this Mortgage, either during the initial term of this Mortgage or in any subsequent extension or renewal term, whether by way of increase, decrease, or change in the reference rate by which the interest rate is calculated or determined; change from a fixed rate to a variable or floating rate, or from a variable or floating rate to a fixed rate, or otherwise affected or change the amortization period whether by the execution way of increase or decrease; (d) otherwise amend, supplement, modify, vary or otherwise change any of the Amendment terms or conditions of this Mortgage in any manner whatever; (e) release or discharge from this Mortgage the whole or any part of the Mortgaged Premises; (f) accept compositions, compromises or proposals from the Mortgagor or otherwise deal with the Mortgagor or any other document person (including without limitation, the Guarantor or instrument delivered in connection herewith, (iv) ratifies and reaffirms the validity and enforceability of all any other Guarantor of the liens and Guaranteed Obligations), any security interests heretofore granted by it(including, pursuant to and in connection with without limitation, this Mortgage) or the Security Agreement and Mortgaged Premises as the Mortgagee sees fit, including, without limitation, realizing on, releasing, accepting substitutions for or replacing any other Loan Document to which such Guarantor is a party, to of the Collateral Agent, on behalf and for the benefit of each Agent and Lender, as collateral security for the Guaranteed Obligations; (g) release or discharge any Guarantor or one or more other co-covenantors or Guarantors or Mortgagors in respect of this Mortgage whether under this Guarantee or otherwise; or (h) release any subsequent legal or beneficial owner of the Mortgaged Premises from any liability for the Guaranteed Obligations, or any of them, or refrain from requiring any such owner to assume any such liability; and none of the foregoing actions shall in any way lessen, limit or otherwise affect the obligations or liability of any Guarantor under this Guarantee, regardless of whether any such action has the effect of amending or varying this Mortgage or increasing, expanding or otherwise altering the nature, effect, term, extent or scope of the Guaranteed Obligations. The Guaranteed Obligations and the liability of each Guarantor hereunder shall extend to and include the obligations of the Mortgagor under this Mortgage as so amended, renewed, extended, or varied and the Guaranteed Obligations as so increased, expanded or altered without further action on the part of the Mortgagee or the consent or concurrence of any Guarantor; and for greater certainty and without limiting the foregoing, if the interest rate provided in this Mortgage is increased or otherwise altered, the Guaranteed Obligations and the liability of each Guarantor hereunder shall be extended to and include the obligation of the Mortgagor to pay interest at such increased or altered rate. The obligations of the Guarantor hereunder shall be unaffected by: (a) any lack or limitation of status or power, disability, incapacity, death, dissolution or other circumstances relating to the Mortgagor, any Guarantor or any other party; (b) any irregularly, defect, unenforceability or invalidity in respect of this Mortgage or any indebtedness, liability or other obligation of the Mortgagor or any other party; (c) any release or discharge of the Guaranteed Obligations except by reason of their irrevocable payment and satisfaction in full; (d) any judgment obtained against the Mortgagor, or the taking, enforcing, exercising or realizing on, or refusing or neglecting to take, enforce, exercise or realize on, or negligence in taking, enforcing, exercising or realizing on, any security (including without limitation any money on deposit and any guarantee) or any right or remedy, from or against the Mortgagor or any other party or their respective assets or releasing or discharging, or failing, refusing or neglecting to maintain, protect, renew or perfect, any security (including without limitation any money on deposit or any guarantee) or any right or remedy; (e) any change in the name, control, objects, business, assets, capital structure, or constitution of the Mortgagor or any Guarantor, or any merger or amalgamation of the Mortgagor or any Guarantor under the laws of a jurisdiction other than the jurisdiction under which the Mortgagor or Guarantor was originally formed, or any change in the membership of the Mortgagor or any Guarantor, if a partnership, through the death, retirement or introduction of one or more partners, or otherwise; and acknowledges each reference to the "Mortgagor" or the "Guarantor" in this Mortgage will be deemed to include each corporation and each partnership resulting from any of the foregoing; (f) any law, regulation or decree now or hereafter in effect which might in any manner affect any of the terms or provisions of this Mortgage or the Guarantee, or the Mortgagor or any Guarantor; (g) any failure on the part of the Mortgagee to perfect, maintain or enforce its rights whether due to its default, negligence or otherwise on the part of the Mortgagee with respect to this Mortgage, or any other security granted to the Mortgagee relating to this Mortgage; and (h) any other circumstances whatsoever (with or without notice to or the knowledge of the Guarantor) which may or might in any manner or to any extent vary the risk of the Guarantor hereunder, or might otherwise constitute a legal or equitable discharge of a surety or Guarantor; it being the purpose and intent of each Guarantor that the liabilities and obligations of each Guarantor under this Mortgage shall be absolute and unconditional under any and all circumstances. Unless and until all Guaranteed Obligations have been irrevocably paid and satisfied in full, the Guarantor shall not be subrogated to any of such liens and the rights or claims of the Mortgagee in respect of any of the Guaranteed Obligations, or under any security interestsagreement or guarantee or other instrument which may at any time be held by on or behalf of the Mortgagee, and all collateral heretofore pledged as security for such obligations, continues the Guarantor shall not seek any reimbursement form the Mortgagor. The obligations of the Guarantor under the Guarantee shall continue to be effective or shall be reinstated, as the case may be, if at any time any payment which would otherwise have reduced the obligations of the Guarantor or any of them under this Mortgage (whether such payment shall have been made by or on behalf of the Mortgagor or the Guarantor or any of them) is rescinded, or is reclaimed from the Mortgagee, upon the insolvency, bankruptcy, liquidation, dissolution or reorganization of the Mortgagor or the Guarantor or any of them, or for any other reason. The Mortgagee shall have no obligation to enforce any rights or remedies or security or guarantees or to take any other steps against the Mortgagor or any other party or any assets of the Mortgagor or any other party before being entitled to demand payment or performance by any Guarantor of its obligations under this Mortgage. Each Guarantor hereby waives all benefit of discussion and remain collateral for such obligations division. Any Guarantor may, by notice in writing delivered to the manager of the branch or agency of the Mortgagee receiving this instrument, terminate the Guarantor’s liability under this Mortgage with effect from and after the date hereof(the “Termination Date”) that is 30 days following the date of such notice in respect of Guaranteed Obligations incurred or arising at any time on or after the Termination Date but not in respect of any Guaranteed Obligations incurred, and (v) ratifies and confirms its consent to arising or existing before the Termination Date, even though not then matured. Notwithstanding the foregoing, the Mortgagee may fulfill any previous amendments requirements of the Financing Agreement Mortgagor under this Mortgage or any advance of all or part of the Principal Sum requested by the Mortgagor prior to the receipt of such notice and any previous waivers granted with respect liabilities of the Mortgagor resulting from such fulfillment shall be added to the Financing AgreementGuaranteed Obligations and shall be secured by this Mortgage. Although each Termination of the liability of one or more of the Guarantors have been informed shall not affect the liability of any other Guarantor. Each Guarantor shall indemnify and save harmless the Mortgagee from and against all losses, damages, costs and expenses which the Mortgagee may sustain, incur or become liable for by reason of: (a) the failure, for any reason whatever, of the matters set forth herein and have acknowledged and agreed Mortgagor to samepay any amounts expressed to be payable pursuant to the provisions of this Mortgage, each regardless of whether the Mortgagor’s obligation to pay such amounts is valid or enforceable against the Mortgagor; (b) the failure, for any reason whatever, of the Guarantors understands that Mortgagor to perform any other obligation under this Mortgage; or (c) any act, action or proceeding of or by the Agents and Mortgagee for or in connection with the Lenders shall have no obligation to inform the Guarantors recovery of such matters in amounts or the future performance of such obligations. This Guarantee shall be operative and binding upon every Guarantor hereto upon execution and delivery of this Mortgage by such Guarantor regardless of whether it has been executed by any other proposed Guarantor or to seek the Guarantors’ acknowledgement or agreement to future amendments, waivers, or modifications, and nothing herein shall create such a duty.

Guarantor. Each (a) irrevocably consents and submits to the jurisdiction of any federal, state, county or municipal court sitting in the County in respect to any action or proceeding brought therein by Landlord against Guarantor hereby concerning any matters arising out of or in any way relating to this Guaranty or the Lease; (ib) expressly waives any rights of Guarantor pursuant to the laws of any other jurisdiction by virtue of which exclusive jurisdiction of the courts of any jurisdiction other than the County might be claimed; (c) irrevocably waives personal service of any summons and complaint, and consents to this Amendmentthe service upon Guarantor of process in any such action or proceeding by the mailing of such process by first class, registered or certified mail, or private “overnight” delivery service, postage prepaid, to Guarantor at the address set forth in Section 11 below; (iid) acknowledges irrevocably waives all objections as to venue and reaffirms any and all obligations owing by it rights Guarantor may have to the Agents and Lenders under any Loan Document to which it is seek a party and represents and warrants that, after giving effect to the Amendment, all change of its representations and warranties contained in the Loan Documents to which such Guarantor is a party are true, accurate and complete in all material respects (except that such materiality qualifier shall not be applicable venue with respect to any representations and warranties that already are qualified such action or modified by materiality in the text thereof) as if made the date hereof proceeding; (unless any such representation or warranty is expressly made as of a specific date, in which event it shall be true, accurate and complete as of such specified date), (iiie) agrees that each Loan Document the laws of the State of Florida shall govern in any such action or proceeding, and waives any defense to which it is a party is and shall remain in full force and effect and shall not be impaired any action or otherwise affected proceeding granted or allowed by the execution laws of any other state, country or jurisdiction unless such defense is also allowed by the laws of the Amendment State of Florida; and (f) agrees that any final judgment rendered against Guarantor in any such action or proceeding shall be conclusive and may be enforced in the County or any other document jurisdiction by suit on the judgment or instrument delivered in connection herewithany other manner provided by law, (iv) ratifies and reaffirms expressly consents to the affirmation of the validity and enforceability of all any such judgment by the courts of the liens and security interests heretofore granted by it, pursuant to and in connection with the Security Agreement and County or any other Loan Document jurisdiction so as to which such permit execution thereon. Guarantor is a party, to the Collateral Agent, on behalf and for the benefit of each Agent and Lender, as collateral security for the Guaranteed Obligations of such Guarantor, and acknowledges further agrees that all of such liens and security interests, and all collateral heretofore pledged as security for such obligations, continues to be and remain collateral for such obligations from and after the date hereof, and (v) ratifies and confirms its consent to any previous amendments of the Financing Agreement and any previous waivers granted action or proceeding by Guarantor against Landlord with respect to any matters arising out of or in any way relating to the Financing AgreementLease shall be brought only in the County. Although each Guarantor represents that there are no treaties or laws which would preclude, impair or hinder the recognition of any judgment rendered by any such court sitting in the State of Florida by, and the enforcement of any such judgment by, the courts of the Guarantors have been informed of the matters set forth herein and have acknowledged and agreed to same, each of the Guarantors understands that the Agents and the Lenders shall have no obligation to inform the Guarantors of such matters in the future or to seek the Guarantors’ acknowledgement or agreement to future amendments, waivers, or modificationsany other jurisdiction, and nothing herein Guarantor agrees that Guarantor shall create interpose no defense or claim against and shall consent to the issuance of all necessary documents by the courts of Florida or any other jurisdiction in order to execute upon any such a dutyjudgment.

Guarantor. Each Notwithstanding anything to the contrary contained in this Agreement, New Senior Investment Group Inc. (“Guarantor”), by its execution of this Agreement solely for purposes of this Section 13.8, does hereby guaranty, and agree to be jointly and severally liable with Seller, for Seller’s obligations pursuant to Article IX. Purchaser shall have the right to proceed directly against Guarantor hereby with respect to any such obligations (but without any obligation to bring a claim). Guarantor is an indirect owner of each Seller, will derive substantial benefits from the transactions described in this Agreement and acknowledges that the execution of this Section 13.8 is a material inducement and condition to the Purchaser’s execution of the Agreement. Guarantor represents and warrants that it has the legal right, power, authority and capacity to execute this Agreement, that such execution does not violate any other agreement or instrument by which Guarantor is bound, and that this Agreement is binding and enforceable against Guarantor, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors’ rights and remedies generally, and general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). Guarantor unconditionally, to the greatest extent permitted by law, waives any guarantor, suretyship or other defenses that might otherwise be available to Guarantor with respect to the obligations under this Agreement. Guarantor’s liability under this Agreement (i) consents to this Amendmentis a guaranty of payment and performance of the obligations hereunder, and is not a guaranty of collection or collectability; (ii) acknowledges is a continuing, absolute, and reaffirms unconditional obligation under any and all obligations owing by it circumstances whatsoever, without regard to the Agents validity or enforceability of the obligations of any Seller and Lenders Guarantor is, and shall be, fully obligated under this Agreement even if no Seller had any Loan Document liability at the time it became obligated under this Agreement or if any Seller later ceases to which it is a party be liable hereunder, whether pursuant to bankruptcy or other insolvency or applicable moratorium, fraudulent conveyance, preferential transfer and represents similar laws now or hereafter in effect relating to or affecting creditors’ rights generally and warrants thatthe application of equitable principles in any proceeding, after giving effect to the Amendment, all of its representations and warranties contained whether at law or in the Loan Documents to which such equity. Guarantor is a party are true, accurate and complete in all material respects (except that such materiality qualifier shall not be applicable entitled to claim, and irrevocably covenants not to raise or assert, any representations and warranties that already are qualified defense, counterclaim, set-off or modified by materiality in deduction against the text thereof) as if made the date hereof (unless any such representation or warranty is expressly made as obligations of a specific date, in which event it shall be true, accurate and complete as of such specified date), (iii) agrees that each Loan Document to which it is a party is and shall remain in full force and effect and shall not be impaired or otherwise affected by the execution of the Amendment Guarantor or any Seller under this Agreement, whether or not available to Seller. Guarantor waives: (x) any right to require Purchaser to: (A) proceed first against any Seller or other document guaranty or instrument delivered in connection herewith, (iv) ratifies and reaffirms the validity and enforceability of all of the liens and security interests heretofore granted by it, pursuant to and in connection with the Security Agreement and any other Loan Document to which such indemnitor before proceeding against Guarantor is a party, to the Collateral Agent, on behalf and for the benefit of each Agent and Lender, as collateral security for the Guaranteed Obligations of such Guarantor, and acknowledges that all of such liens and security interests, and all collateral heretofore pledged as security for such obligations, continues to be and remain collateral for such obligations from and after the date hereof, and (v) ratifies and confirms its consent to any previous amendments of the Financing Agreement and any previous waivers granted with respect to the Financing obligations pursuant to this Section 13.8; or (B) pursue any other right or remedy for Guarantor’s benefit; and (y) any guarantor, suretyship or other defenses that might otherwise be available to Guarantor with respect to the obligations under this Agreement, all diligence and all demands, protests, presentments and notices of every kind or nature, including notices of protest, dishonor, nonpayment and acceptance of this Agreement. Although each of Guarantor’s liability with respect to Seller’s Representations shall be limited as follows: (i) with respect to all Seller’s Representations (other than Fundamental Representations and Tax Representations), Guarantor’s liability under this Section 13.8 shall expire on the Guarantors have been informed of Outside Claim Date, except with respect to any claim pending on such date for which Guarantor’s liability shall terminate upon the matters set forth herein full and have acknowledged and agreed to same, each of the Guarantors understands that the Agents and the Lenders shall have no obligation to inform the Guarantors final resolution of such matters claims and Guarantor’s liability shall not exceed the Seller Liability Cap with respect to all claims related to such Seller’s Representations in the future or aggregate and (ii) with respect to seek Fundamental Representations and Tax Representations, Guarantor’s liability under this Section 13.8 shall expire on the Guarantors’ acknowledgement or agreement date which is five (5) years following the Closing Date, except with respect to future amendments, waivers, or modifications, any claim pending on such date for which Guarantor’s liability shall terminate upon the full and nothing herein final resolution of such claim and Guarantor’s liability shall create such a dutynot exceed the Purchase Price with respect to all claims related to Fundamental Representations and Tax Representations in the aggregate.

Guarantor. Each (a) Guarantor hereby absolutely, unconditionally and irrevocably guarantees to Seller the due, full and prompt observance, performance, discharge, and payment by Buyer of all of Buyer’s obligations under this Agreement. This is an unconditional guarantee of payment and not only of collection. Guarantor waives (i) consents promptness, diligence, presentment, demand of performance, demand of payment, filing of any claim, any right to require any proceeding first against Buyer, protest, notice of any kind (including notices of acceptance hereof, dishonor, protest, and of defaults hereunder), (ii) all demands whatsoever, (iii) all defenses which may be 91 LEGAL02/39540989v11 (b) Guarantor agrees that its obligations hereunder shall not be released or discharged, in whole or in part, or otherwise affected by: (i) the failure or delay of Seller to assert any claim or demand or to enforce any right or remedy against Buyer or any other Person now or hereafter liable with respect to Buyer’s obligations hereunder or otherwise interested in the transactions contemplated by this AmendmentAgreement; (ii) acknowledges and reaffirms any change in the time, place, or manner of payment or performance of any of Buyer’s obligations hereunder or any rescission, waiver, compromise, consolidation, or other amendment or modification of any of the terms or provisions of this Agreement; (iii) the addition, substitution, or release of any entity or other Person interested in the transactions contemplated by this Agreement; (iv) any change in the corporate existence, structure, or ownership of Buyer or any other Person now or hereafter liable with respect to Buyer’s obligations hereunder or otherwise interested in the transactions contemplated by this Agreement; (v) any insolvency, bankruptcy, reorganization, or other similar proceeding affecting Buyer or any other Person now or hereafter liable with respect to Buyer’s obligations hereunder or otherwise interested in the transactions contemplated by this Agreement; (vi) the adequacy of any means Seller may have of obtaining payment of Guarantor’s obligations hereunder; (vii) the existence of any claim (except in the case of finally determined claims), set- off or other right that Guarantor may have at any time against Buyer or Seller, whether in connection with any of Guarantor’s obligations hereunder or otherwise; or (viii) any other act or omission that may in any manner or to any extent vary the risk of Guarantor or otherwise operate as a discharge of Guarantor as a matter of law or equity (other than as a result of payment or performance of all of Guarantor’s obligations owing by it to hereunder in accordance with the Agents and Lenders under any Loan Document to which it is a party and terms of this Agreement). (c) Guarantor hereby represents and warrants to Seller that: (i) it has all requisite corporate or other power and authority to execute, after giving effect deliver, and perform this Agreement, the execution, delivery, and performance of this Agreement have been duly authorized by all necessary action and do not contravene any provision of Guarantor’s organizational documents or any applicable law, decree, order, judgment, or contractual restriction binding on Guarantor or its assets, and this Agreement has been duly executed and delivered by such Guarantor; (ii) this Agreement constitutes a legal, valid, and binding obligation of Guarantor enforceable against Guarantor in accordance with its terms, subject to (A) the Amendmenteffects of bankruptcy, all of its representations insolvency, fraudulent conveyance, reorganization, moratorium, or other similar laws affecting creditors’ rights generally, and warranties contained (B) general equitable principles (whether considered in the Loan Documents to which such Guarantor is a party are true, accurate and complete proceeding in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified equity or modified by materiality in the text thereof) as if made the date hereof (unless any such representation or warranty is expressly made as of a specific date, in which event it shall be true, accurate and complete as of such specified dateat law), ; (iii) agrees that each Loan Document to which it is a party is all consents, approvals, authorizations, permits of, filings with, and shall remain in full force and effect and shall not be impaired or otherwise affected by the execution of the Amendment notifications to, any Governmental Body or any other document Person necessary for the due execution, delivery, and performance of this Agreement by it have been obtained or instrument delivered in connection herewithmade and all conditions thereof have been duly complied with, (iv) ratifies and reaffirms the validity no other action by, and enforceability of all of the liens and security interests heretofore granted by itno notice to or filing with, pursuant to and any Governmental Body or any other Person is required in connection with the Security Agreement execution, delivery, or performance of this Agreement; and any other Loan Document (iv) Guarantor has the financial capacity to which such Guarantor is a party, to the Collateral Agent, on behalf pay and for the benefit of each Agent and Lender, as collateral security for the Guaranteed Obligations of such Guarantor, and acknowledges that perform all of such liens and security interestsits obligations under this Agreement, and all collateral heretofore pledged as security funds necessary for such obligations, continues Guarantor to 92 LEGAL02/39540989v11 (d) This Section 11.23 and Guarantor’s obligations hereunder shall terminate upon the Closing and the payment of all amounts required to be funded pursuant to Section 1.01 and remain collateral for such obligations from and after the date hereof, and (v) ratifies and confirms its consent to any previous amendments of the Financing Agreement and any previous waivers granted with respect to the Financing AgreementSection 2.03. Although each of the Guarantors have been informed of the matters set forth herein and have acknowledged and agreed to same, each of the Guarantors understands that the Agents and the Lenders shall have no obligation to inform the Guarantors of such matters in the future or to seek the Guarantors’ acknowledgement or agreement to future amendments, waivers, or modifications, and nothing herein shall create such a duty.* * * * * 93 LEGAL02/39540989v11

Guarantor. Each Guarantor hereby (i1) consents Subject to Article 29 of this Amendment; Agreement headed “Force Majeure” and Article 29(3) below, TFI guarantees to BK the prompt payment of all sums due from the Developer under this Agreement and the compliance by the Developer with all the conditions contained in this Agreement, according to art. 111 of the Swiss Code of Obligations (ii) acknowledges the “Guarantee”). TFI also guarantees to BK the prompt payment of all sums due from the Developer and reaffirms any Controlled Subsidiary and the compliance by such persons with all obligations owing by it the conditions of their Franchise Agreements whether granted before or after the Effective Date. TFI shall pay all sums due under this Article, and take or cause to be taken all steps necessary to remedy a non-monetary breach of this Agreement or any Franchise Agreement, within 30 days of receipt of a demand specifying the Agents breach or non-performance on the part of the Developer, and Lenders BK shall be under no obligation to take any Loan Document to which it is a party and represents and warrants that, after giving effect to steps or commence any proceedings against any Controlled Subsidiary or the Amendment, all Developer before enforcing any of its representations and warranties contained in the Loan Documents rights under this Guarantee. TFI waives any right it might otherwise have to which such Guarantor is a party are true, accurate and complete in all material respects (be given notice of any breach or non-performance except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as if made the date hereof (unless any such representation or warranty is expressly made as part of a specific date, in which event it demand made under this Article 15(1). (2) The Guarantee herein contained shall be true, accurate and complete as of such specified date), (iii) agrees that each Loan Document to which it is a party is continuing guarantee and shall remain cover all monies, obligations and conditions arising under this Agreement or any Franchise Agreement at any time during or after the term of this Agreement or any Franchise Agreement and shall continue in full force and effect notwithstanding any intermediate satisfaction of any such matters. The Guarantee shall cease in the event that (a) the total shares in the Developer issued or sold to the public in accordance with the provisions of this Agreement, exceed 50% of the ordinary share capital of the Developer; and (b) at the date on which 50% or more of the total shares in the Developer are sold to the public, the Developer is in substantial compliance with its obligations under this Agreement. (3) The Guarantee herein contained shall remain valid and enforceable notwithstanding any time or indulgence given to the Developer or any Controlled Subsidiaries and/or any settlement agreed between BK and any such person. (4) As between BK and TFI all sums due to TFI from the Developer shall be subordinated to any sums owing from the Developer to BK. (5) TFI warrants to BK (and it is a condition of this Agreement) that the Guarantee given by it in this Agreement is binding upon it and fully enforceable in accordance with its terms, both in the state in which it has been incorporated and in the state in which it has its principal place of business. (6) Subject to (7) below, TFI shall not at any time during the term of this Development Agreement or while it retains an interest in the Developer or any company which holds a franchise granted in accordance with this Agreement or for one year thereafter: (7) Nothing in this Agreement shall prohibit TFI and its Affiliates, from (a) operating existing, or opening and operating new restaurants, anywhere in the world in respect of the Usta Dönerci®, Sbarro®, Popeyes® and Burger King® brands, provided, however, that in the case of the Popeyes® and Burger King® brands, the foregoing shall not constitute approval or a waiver of any rights granted to BK or its Affiliates under any agreements between such parties and the Developer and its Affiliates, (b) operating existing restaurants in respect of the Burger City® brand in Northern Cyprus, or (c) operating existing, or opening and operating new, restaurants in respect of the Arby’s® brand in the Turkey Territory. (8) TFI shall not (and shall cause its Affiliates not to) sell or otherwise dispose of any shares in the Developer or cause any new shares to be issued in the Developer to a third party, without the prior written consent of BK, which consent shall not be impaired or otherwise affected by unreasonably withheld in the execution following circumstances: (a) in the case of the Amendment issue of new capital in the Developer, to a non-competitor of BK; provided, however, that the existing direct or indirect holding of TFI in Developer does not fall below (This material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the Commission.) of the total shares at any time during the period after the Effective Date. (b) in the case of the issue of new capital in the Developer for the purposes of listing on the Turkish Stock Exchange, provided: (c) in the case of issue or transfer of incentive shares to a Senior Operations manager or similar person as part of his remuneration. (9) TFI will observe the covenants in this Agreement relating to Secrecy of Property (Article 13) as if it was the Developer. (10) TFI shall as often as BK may reasonably request produce to BK such proof as BK may reasonably require that the terms of this Article 15 have been complied with. (11) In the case of a public listing of the Developer, the Developer shall indemnify BK and keep BK indemnified against any liability which BK may have to any investor by reason of any statement (not previously approved in writing by BK) contained in any prospectus or other document or instrument delivered made verbally in connection herewith, (iv) ratifies and reaffirms the validity and enforceability of all of the liens and security interests heretofore granted by it, pursuant order to and in connection with the Security Agreement and any other Loan Document induce such investor to which such Guarantor is a party, to the Collateral Agent, on behalf and for the benefit of each Agent and Lender, as collateral security for the Guaranteed Obligations of such Guarantor, and acknowledges that all of such liens and security interests, and all collateral heretofore pledged as security for such obligations, continues to be and remain collateral for such obligations from and after the date hereof, and (v) ratifies and confirms its consent to any previous amendments of the Financing Agreement and any previous waivers granted with respect to the Financing Agreement. Although each of the Guarantors have been informed of the matters set forth herein and have acknowledged and agreed to same, each of the Guarantors understands that the Agents and the Lenders shall have no obligation to inform the Guarantors of such matters purchase shares in the future or to seek the Guarantors’ acknowledgement or agreement to future amendments, waivers, or modifications, and nothing herein shall create such a dutyDeveloper.

Guarantor. Each Guarantor hereby (i1) consents Subject to Article 29 of this Amendment; Agreement headed “Force Majeure” and Article 29(3) below, TFI guarantees to BK the prompt payment of all sums due from the Developer under this Agreement and the compliance by the Developer with all the conditions contained in this Agreement, according to art. 111 of the Swiss Code of Obligations (ii) acknowledges the “Guarantee”). TFI also guarantees to BK the prompt payment of all sums due from the Developer and reaffirms any Controlled Subsidiary and the compliance by such persons with all obligations owing by it the conditions of their Franchise Agreements whether granted before or after the Effective Date. TFI shall pay all sums due under this Article, and take or cause to be taken all steps necessary to remedy a non-monetary breach of this Agreement or any Franchise Agreement, within 30 days of receipt of a demand specifying the Agents breach or non-performance on the part of the Developer, and Lenders BK shall be under no obligation to take any Loan Document to which it is a party and represents and warrants that, after giving effect to steps or commence any proceedings against any Controlled Subsidiary or the Amendment, all Developer before enforcing any of its representations and warranties contained in the Loan Documents rights under this Guarantee. TFI waives any right it might otherwise have to which such Guarantor is a party are true, accurate and complete in all material respects (be given notice of any breach or non-performance except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as if made the date hereof (unless any such representation or warranty is expressly made as part of a specific date, in which event it demand made under this Article 15(1). (2) The Guarantee herein contained shall be true, accurate and complete as of such specified date), (iii) agrees that each Loan Document to which it is a party is continuing guarantee and shall remain cover all monies, obligations and conditions arising under this Agreement or any Franchise Agreement at any time during or after the term of this Agreement or any Franchise Agreement and shall continue in full force and effect notwithstanding any intermediate satisfaction of any such matters. The Guarantee shall cease in the event that (a) the total shares in the Developer issued or sold to the public in accordance with the provisions of this Agreement, exceed 50% of the ordinary share capital of the Developer; and (b) at the date on which 50% or more of the total shares in the Developer are sold to the public, the Developer is in substantial compliance with its obligations under this Agreement. (3) The Guarantee herein contained shall remain valid and enforceable notwithstanding any time or indulgence given to the Developer or any Controlled Subsidiaries and/or any settlement agreed between BK and any such person. (4) As between BK and TFI all sums due to TFI from the Developer shall be subordinated to any sums owing from the Developer to BK. (5) TFI warrants to BK (and it is a condition of this Agreement) that the Guarantee given by it in this Agreement is binding upon it and fully enforceable in accordance with its terms, both in the state in which it has been incorporated and in the state in which it has its principal place of business. (6) Subject to (7) below, TFI shall not at any time during the term of this Development Agreement or while it retains an interest in the Developer or any company which holds a franchise granted in accordance with this Agreement or for one year thereafter: (a) engage directly or indirectly in any fast food hamburger business which would compete with any Outlet opened under franchise from BK or its Affiliates or successors in title anywhere in the world (except for Northern Cyprus under its own brand name); or (b) acquire any interest in any fast food hamburger undertaking which competes or is intended to compete with the Burger King business anywhere in the Territory, where such interest is by its nature and size capable of enabling TFI to influence the economic conduct of such undertaking. (7) Nothing in this Agreement shall prohibit TFI and its Affiliates, from (a) operating existing, or opening and operating new restaurants, anywhere in the world in respect of the Usta Dönerci®, Sbarro®, Popeyes® and Burger King® brands, provided, however, that in the case of the Popeyes® and Burger King® brands, the foregoing shall not constitute approval or a waiver of any rights granted to BK or its Affiliates under any agreements between such parties and the Developer and its Affiliates, (b) operating existing restaurants in respect of the Burger City® brand in Northern Cyprus, or (c) operating existing, or opening and operating new, restaurants in respect of the Arby’s® brand in the Turkey Territory. (8) TFI shall not (and shall cause its Affiliates not to) sell or otherwise dispose of any shares in the Developer or cause any new shares to be issued in the Developer to a third party, without the prior written consent of BK, which consent shall not be impaired or otherwise affected by unreasonably withheld in the execution following circumstances: (a) in the case of the Amendment issue of new capital in the Developer, to a non-competitor of BK; provided, however, that the existing direct or indirect holding of TFI in Developer does not fall below (This material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the Commission.) of the total shares at any time during the period after the Effective Date. (b) in the case of the issue of new capital in the Developer for the purposes of listing on the Turkish Stock Exchange, provided: (c) in the case of issue or transfer of incentive shares to a Senior Operations manager or similar person as part of his remuneration. (9) TFI will observe the covenants in this Agreement relating to Secrecy of Property (Article 13) as if it was the Developer. (10) TFI shall as often as BK may reasonably request produce to BK such proof as BK may reasonably require that the terms of this Article 15 have been complied with. (11) In the case of a public listing of the Developer, the Developer shall indemnify BK and keep BK indemnified against any liability which BK may have to any investor by reason of any statement (not previously approved in writing by BK) contained in any prospectus or other document or instrument delivered made verbally in connection herewith, (iv) ratifies and reaffirms the validity and enforceability of all of the liens and security interests heretofore granted by it, pursuant order to and in connection with the Security Agreement and any other Loan Document induce such investor to which such Guarantor is a party, to the Collateral Agent, on behalf and for the benefit of each Agent and Lender, as collateral security for the Guaranteed Obligations of such Guarantor, and acknowledges that all of such liens and security interests, and all collateral heretofore pledged as security for such obligations, continues to be and remain collateral for such obligations from and after the date hereof, and (v) ratifies and confirms its consent to any previous amendments of the Financing Agreement and any previous waivers granted with respect to the Financing Agreement. Although each of the Guarantors have been informed of the matters set forth herein and have acknowledged and agreed to same, each of the Guarantors understands that the Agents and the Lenders shall have no obligation to inform the Guarantors of such matters purchase shares in the future or to seek the Guarantors’ acknowledgement or agreement to future amendments, waivers, or modifications, and nothing herein shall create such a dutyDeveloper.

Guarantor. Each Guarantor hereby (i) consents to this Amendment; (ii) acknowledges and reaffirms all obligations owing by it to the Agents Agent and Lenders under any Loan Document to which it is a party and represents and warrants that, after giving effect to the this Amendment, all of its representations and warranties contained in the Loan Documents to which such Guarantor is a party are true, accurate and complete in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as if made the date hereof (unless any such representation or warranty is expressly made as of a specific date, in which event it shall be true, accurate and complete as of such specified date), (iii) agrees that each Loan Document to which it is a party is and shall remain in full force and effect and shall not be impaired or otherwise affected by the execution of the this Amendment or any other document or instrument delivered in connection herewith, (iv) ratifies and reaffirms the validity and enforceability of all of the liens Liens and security interests heretofore granted by it, pursuant to and in connection with the Security Agreement and any other Loan Document to which such Guarantor is a party, to the Collateral Agent, on behalf and for the benefit of each Agent and each Lender, as collateral security for the Guaranteed Obligations of such Guarantor, and acknowledges that all of such liens Liens and security interests, and all collateral heretofore pledged as security for such obligations, continues to be and remain collateral for such obligations from and after the date hereof, and (v) ratifies and confirms its consent to any previous amendments of the Financing Agreement and any previous waivers granted with respect to the Financing Agreement. Although each of the Guarantors have been informed of the matters set forth herein and have acknowledged and agreed to same, each of the Guarantors understands that the Agents Agent and the Lenders shall have no obligation to inform the Guarantors of such matters in the future or to seek the Guarantors’ acknowledgement or agreement to future amendments, waivers, or modifications, and nothing herein shall create such a duty.

Guarantor. Each (a) Guarantor hereby absolutely and unconditionally guarantees the timely performance and observance by Buyer of all its obligations to be performed or observed under this letter, including (ia) consents all of Buyer’s payment obligations pursuant to this AmendmentAgreement, which include payment of the Termination Fee, if applicable; and (iib) acknowledges and reaffirms all any money damages required to be paid by Buyer arising from any breach by Buyer of its pre-Initial Closing obligations owing by it to under this letter or the Agents and Lenders under any Loan Document to which it Purchase Agreement (such obligations, the “Guaranteed Obligations”). (b) This guarantee is a party continuing and represents and warrants that, after giving effect to the Amendment, irrevocable guaranty by Guarantor of all of its representations and warranties contained in the Loan Documents to which such Guarantor is a party are true, accurate and complete in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified Guaranteed Obligations now or modified by materiality in the text thereof) as if made the date hereof (unless any such representation or warranty is expressly made as of a specific date, in which event it shall be true, accurate and complete as of such specified date), (iii) agrees that each Loan Document to which it is a party is hereafter existing and shall remain in full force and effect until the earlier of (i) all Guaranteed Obligations having been indefeasibly performed in full and paid in cash and (ii) the Initial Closing. Guarantor hereby waives presentment, protest, notice, dishonor or default, demand for payment and any other notices to which Guarantor might otherwise be entitled. (c) Guarantor hereby agrees that Buyer may, at any time and from time to time, and without notice to the Guarantor, make any agreement with the Seller Group for the extension, renewal, payment, compromise, discharge or release of the Guaranteed Obligations, or for any modification or amendment of the terms thereof, all without in any way impairing, releasing, discharging or otherwise affecting the obligations of Guarantor (provided, for the avoidance of doubt, that the obligations of the Guarantor shall not be impaired increased by such agreement). Guarantor waives any defense arising by reason of any disability or otherwise affected by other defense of Buyer (other than defense of payment or performance), or the execution cessation from any cause whatsoever of the Amendment liability of Buyer, or any other document claim that Guarantor’s obligations exceed or instrument delivered are more burdensome than Buyer’s (in connection herewith, (iv) ratifies and reaffirms the validity and enforceability case of all any of the liens and security interests heretofore granted by itforegoing, pursuant other than a defense available to and in connection with Buyer under the Security terms hereof or the Purchase Agreement and any other Loan Document to which such Guarantor is a party, (to the Collateral Agent, on behalf extent incorporated by reference herein)) and for waives the benefit of each Agent any statute of limitations affecting the liability of Guarantor hereunder. The obligations of Guarantor hereunder are those of primary obligor, and Lendernot merely as surety, as collateral security and are independent of the Guaranteed Obligations. Please acknowledge your agreement to the foregoing by executing and returning to the undersigned a copy of this letter. Sincerely, LIVANOVA PLC By: /s/ Xxxxxx XxXxxxxx Name: Xxxxxx XxXxxxxx Title: Chief Executive Officer Accepted and agreed on the date first above written: MICROPORT CARDIAC RHYTHM B.V. By: /s/ Xx. Xxxx Xxxxxx Name: Xx. Xxxx Xxxxxx Title: Director Solely for the Guaranteed purposes of Section 8: MICROPORT SCIENTIFIC CORPORATION By: /s/ Xx. Xxxxxxx Xxxxx Name: Xx. Xxxxxxx Xxxxx Title: Chairman and Chief Executive Officer Dated as of [·], 2018 Page ARTICLE I. PURCHASE AND SALE 2 Section 1.01 Purchase and Sale 2 Section 1.02 Transferred Assets and Excluded Assets 2 Section 1.03 Assumption of Certain Liabilities 4 Section 1.04 Consents to Certain Assignments 5 Section 1.05 Withholding 6 ARTICLE II. CLOSING 6 Section 2.01 Closing 6 Section 2.02 Transactions To Be Effected at the Closing 7 Section 2.03 Purchase Price Calculation 8 Section 2.04 Post-Closing Adjustment 8 Section 2.05 Deferred Closing 10 ARTICLE III. REPRESENTATIONS AND WARRANTIES OF LIVANOVA AND THE ASSET SELLERS 11 Section 3.01 Organization and Standing 11 Section 3.02 Authority; Execution and Delivery; Enforceability 11 Section 3.03 Non-Contravention and Approvals 12 Section 3.04 Transferred Subsidiaries 13 Section 3.05 Financial Statements 14 Section 3.06 Absence of Certain Changes 14 Section 3.07 No Undisclosed Liabilities 15 Section 3.08 Title to Assets and Shares 15 Section 3.09 Condition and Sufficiency of Assets 16 Section 3.10 Real Property 17 Section 3.11 Intellectual Property 18 Section 3.12 Privacy and Data Security 20 Section 3.13 Contracts 21 Section 3.14 Taxes 24 Section 3.15 Legal Proceedings 25 Section 3.16 Environmental and Health and Safety Matters 26 Section 3.17 Employee Benefit Plans; Labor 26 Section 3.18 Compliance with Laws 29 Section 3.19 Permits 30 Section 3.20 Insurance 30 Section 3.21 Certain Business Relationships with Affiliates 31 Section 3.22 Brokers and Finders 31 Section 3.23 OFAC Matters 31 Section 3.24 Anti-Corruption Laws 31 Section 3.25 Bank Accounts 32 Section 3.26 Product Warranties; Product Liability 32 Section 3.27 Customers and Suppliers 32 Section 3.28 Certain Information 32 Section 3.29 Disclaimer of Other Representations and Warranties 32 ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF PURCHASER 33 Section 4.01 Organization 33 Section 4.02 Authority; Execution and Delivery; Enforceability 33 Section 4.03 Non-Contravention and Approvals 34 Section 4.04 Legal Proceedings 34 Section 4.05 Availability of Funds 34 Section 4.06 Brokers and Finders 34 Section 4.07 LixxXxxx’s Representations; Independent Investigation 35 ARTICLE V. COVENANTS 35 Section 5.01 Conduct of Business 35 Section 5.02 Restructuring 39 Section 5.03 Access to Information 39 Section 5.04 Publicity 41 Section 5.05 Confidentiality 41 Section 5.06 Notice of Certain Events 42 Section 5.07 Efforts; Regulatory and Other Authorizations; Notices and Consents 42 Section 5.08 Intercompany Accounts and Agreements 44 Section 5.09 LivaNova Guarantees 44 Section 5.10 Insurance 45 Section 5.11 Indemnification of Directors and Officers 46 Section 5.12 Further Action; Wrong Pockets 46 Section 5.13 Separation of Mixed-Use Contracts 48 Section 5.14 Transition Matters. 48 Section 5.15 MicroPort Shareholder Meeting 49 Section 5.16 Seller Pre-Closing Cooperation 50 Section 5.17 Non-Competition; Non-Solicitation 51 Section 5.18 Exclusivity 52 Section 5.19 Data Room Documents 53 Section 5.20 Privileges 53 Section 5.21 Product Registrations; Distribution Partner Letters 53 Section 5.22 Sale Non-Disclosure Agreements 54 Section 5.23 Litigation Cooperation 54 Section 5.24 Transferred Joint Venture Funding 54 ARTICLE VI. EMPLOYMENT MATTERS 55 Section 6.01 Transfer of Employment 55 Section 6.02 Seller Benefit Plans 56 Section 6.03 Comparability 57 Section 6.04 Severance 57 Section 6.05 Service Credit 57 Section 6.06 Pre-Existing Conditions/Copayment Credit 58 Section 6.07 Vacation 58 Section 6.08 Allocation of Employment Liabilities 58 Section 6.09 Collective Agreements 58 Section 6.10 Cooperation 59 Section 6.11 CRM Retention Bonus Program 59 Section 6.12 No Third-Party Beneficiaries; No Guarantee of Employment 59 ARTICLE VII. CONDITIONS TO CONSUMMATION OF THE ACQUISITION 60 Section 7.01 Conditions to Each Party’s Obligations 60 Section 7.02 Conditions to Obligations of such Guarantor, Purchaser 60 Section 7.03 Conditions to Obligations of LivaNova 61 Section 7.04 Frustration of Closing Conditions 61 ARTICLE VIII. TERMINATION 61 Section 8.01 Termination 61 Section 8.02 Effect of Termination 63 ARTICLE IX. INDEMNIFICATION; SURVIVAL 63 Section 9.01 Indemnification by LivaNova 63 Section 9.02 Indemnification by Purchaser 63 Section 9.03 Indemnification Procedures 64 Section 9.04 Survival 66 Section 9.05 Limitations on Indemnification 66 Section 9.06 Calculation of Indemnity Payments 67 Section 9.07 Exclusivity 67 Section 9.08 Tax Treatment of Indemnification 67 ARTICLE X. TAX MATTERS 68 Section 10.01 Tax Covenants 68 Section 10.02 Tax Filings and acknowledges that all Other Tax Matters 69 Section 10.03 Tax Indemnification 74 Section 10.04 Procedures Relating to Indemnification of such liens Tax Claims 75 Section 10.05 FIRPTA Certificates 76 ARTICLE XI. MISCELLANEOUS 76 Section 11.01 Assignment 76 Section 11.02 No Third-Party Beneficiaries 77 Section 11.03 Expenses 77 Section 11.04 Notices 77 Section 11.05 Interpretation; Certain Definitions 78 Section 11.06 Waiver of Conflicts 91 Section 11.07 Counterparts 91 Section 11.08 Entire Agreement 92 Section 11.09 Severability 92 Section 11.10 Governing Law 92 Section 11.11 Jurisdiction 92 Section 11.12 Service of Process 93 Section 11.13 Waiver of Jury Trial 93 Section 11.14 Amendments and security interests, and all collateral heretofore pledged as security for such obligations, continues to be and remain collateral for such obligations from and after the date hereof, and (v) ratifies and confirms its consent to any previous amendments of the Financing Agreement and any previous waivers granted with respect to the Financing Agreement. Although each of the Guarantors have been informed of the matters set forth herein and have acknowledged and agreed to same, each of the Guarantors understands that the Agents and the Lenders shall have no obligation to inform the Guarantors of such matters in the future or to seek the Guarantors’ acknowledgement or agreement to future amendments, waivers, or modifications, and nothing herein shall create such a duty.Waivers 93 Section 11.15 Specific Performance 93

Guarantor. Each By:------------------ -------------------- Print Name and Title Exhibit 4.4(b)(i) of the Stock Purchase Agreement FORM OF COTG GUARANTY Reference is made to that certain Stock Purchase Agreement among Arc Networks, Inc. ("Arc"), SIS Capital Corp., Consolidated Technology Group Ltd. ("Guarantor"), and Technology Acquisitions, Ltd. ("TAL") dated March 23, 1999 (the "Purchase Agreement") and the related Escrow Agreement provided for thereunder (the "Escrow Agreement"), the terms of which are incorporated herein by reference thereto. For valuable consideration, the receipt and sufficiency of which is hereby acknowledged, subject to the provisions of Section 4.4(b) of the Purchase Agreement, the Guarantor hereby unconditionally and irrevocably guarantees the full and prompt payment to TAL of the first $50,000 of funding provided by TAL to Arc pursuant to such Section as, when and solely to the extent due, as provided therein. Such guaranty is a guaranty of both payment and collection. Notwithstanding any term or provision of this Guaranty or of the Purchase Agreement to the contrary, (i) consents Guarantor's liability under this Guaranty is limited to this Amendment; $50,000, (ii) acknowledges and reaffirms all obligations owing by it in the event that the Purchase Price is released from escrow to Guarantor pursuant to the Agents terms of the Escrow Agreement, this Guaranty shall automatically terminate, without any notice or action and Lenders under thereafter cease to be of any Loan Document legal force or effect, and (iii) if TAL collects $50,000 in repayment of the funding provided to Arc pursuant to Section 4.4(b) of the Purchase Agreement to which this Guaranty relates, from whatever source, all such amounts shall be credited to and reduce Guarantor's liability hereunder. The liability of the Guarantor hereunder shall be direct and immediate and not conditional or contingent upon the pursuance by TAL of the rights and remedies it is may have, at law or in equity, against Arc, or any other party, whether under the Purchase Agreement, or otherwise. The Guarantor hereby waives notice of non-payment by Arc of the $50,000 referred to above. The obligation of the Guarantor hereunder shall not be impaired, diminished or discharged, in whole or in part, by any extension of time granted to Arc by TAL, by any course of dealing between Guarantor and Arc, by the release of any guarantor or other obligor of any collateral, or by any other act, omission, event or circumstance which might operate to discharge a party guarantor in whole or in part or which might operate as a defense, in whole or in part, to any obligation of a guarantor or which might invalidate, in whole or in part, a guaranty. In the event that TAL commences any action or proceeding against the Guarantor under this Guaranty or otherwise engages counsel in order to enforce its rights under this Guaranty, the Guarantor shall be liable for all costs and represents and warrants thatexpenses incurred by TAL in connection therewith, after giving effect to the Amendmentincluding, without limitation, all of TAL's reasonable attorneys' fees and all out-of-pocket expenses of such attorneys. Guarantor hereby represents to TAL that (i) the execution, delivery and performance of this Guaranty has been duly authorized and approved by all required corporate action of Guarantor, and (ii) this Guaranty is a valid and binding obligation of Guarantor, enforceable against Guarantor in accordance with its representations terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect, or by legal or equitable principles, relating to or limiting creditors' rights generally and warranties contained except that the remedy of specific performance and injunctive and other forms of equitable relief are subject to certain equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. This Guaranty shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State without regard to principles of conflicts of law. The Guarantor consents to the non-exclusive jurisdiction of the United States District Court for the Southern District of New York and the Supreme Court of the State of New York in the Loan Documents County of New York in any action or proceeding relating to which or arising out of this Guaranty and waives any claim that any of such forums is not a convenient forum. IN ANY SUCH ACTION, THE GUARANTOR HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY. This Guaranty cannot be amended, modified or waived except with the written consent of TAL. This Guaranty shall be binding upon Guarantor is a party are true, accurate and complete in all material respects (except that such materiality qualifier its successors and permitted assigns and shall inure to the benefit of TAL and its successors and assigns. This Guaranty shall not be applicable to any representations and warranties that already are qualified or modified assignable by materiality in the text thereof) as if made the date hereof (unless any such representation or warranty is expressly made as of a specific date, in which event it shall be true, accurate and complete as of such specified date), (iii) agrees that each Loan Document to which it is a party is and shall remain in full force and effect and shall not be impaired or otherwise affected by the execution of the Amendment or any other document or instrument delivered in connection herewith, (iv) ratifies and reaffirms the validity and enforceability of all of the liens and security interests heretofore granted by it, pursuant to and in connection Guarantor with the Security Agreement and any other Loan Document to which such Guarantor is a party, to the Collateral Agent, on behalf and for the benefit of each Agent and Lender, as collateral security for the Guaranteed Obligations of such Guarantor, and acknowledges that all of such liens and security interests, and all collateral heretofore pledged as security for such obligations, continues to be and remain collateral for such obligations from and after the date hereof, and (v) ratifies and confirms its consent to any previous amendments of the Financing Agreement and any previous waivers granted with respect to the Financing Agreement. Although each of the Guarantors have been informed of the matters set forth herein and have acknowledged and agreed to same, each of the Guarantors understands that the Agents and the Lenders shall have no obligation to inform the Guarantors of such matters in the future or to seek the Guarantors’ acknowledgement or agreement to future amendments, waivers, or modifications, and nothing herein shall create such a dutyTAL's written consent.

Guarantor. Each The Guarantor hereby (i) consents to this Amendment; (ii) acknowledges jointly and reaffirms all obligations owing by it severally covenants with the Landlord as a primary obligation that: 22.1 the Tenant or the Guarantor shall perform and observe the covenants and conditions on the part of the Tenant herein contained and that the Guarantor shall be a party to the Agents Lease in the manner therein provided; 22.2 the Guarantor indemnifies the Landlord against all claims, demands, losses, damages, liability, costs, fees and Lenders expenses whatsoever sustained by the Landlord by reason of or arising out of any default by the Tenant in the performance and observance of any of its obligations to the Landlord under this Agreement; 22.3 that the Guarantor is jointly and severally liable with the Tenant (whether before or after any Loan Document disclaimer by a liquidator, official assignee, trustee in bankruptcy or other persons administering the assets of the Tenant or whether before or after any repudiation by an examiner or other persons administering the assets of the Tenant) for the fulfilment of all the obligations of the Tenant under this Agreement and agrees that the Landlord in the enforcement of its rights hereunder, may proceed against the Guarantor as if the Guarantor was named as the Tenant in this Agreement; 22.4 the Guarantor provisions to which the Lease are to apply to the Guarantor’s obligations under this clause in respect of the Tenant’s obligations to the Landlord under this Agreement mutatis mutandis as if same were set out in full in this Agreement; 22.5 The Guarantor shall be released from its obligations as Guarantor (under this Agreement and the Lease) on the happening of the earliest of the following events: (a) In the event of this Agreement being assigned with the prior written consent of the Landlord (but such release shall only become effective on completion of such assignment); and (b) where it is a party and represents and warrants that, finally determined (after giving effect to the Amendment, all of its representations and warranties contained in the Loan Documents to which such Guarantor is a party are true, accurate and complete in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofappeals have been exhausted) as if made the date hereof (unless any such representation or warranty is expressly made as of a specific date, in which event it shall be true, accurate and complete as of such specified date), (iii) agrees that each Loan Document to which it is a party is and shall remain in full force and effect and shall not be impaired or otherwise affected by the execution of Irish courts that the Amendment or any other document or instrument delivered in connection herewith, (iv) ratifies and reaffirms the validity and enforceability of all of the liens and security interests heretofore granted by it, pursuant to and in connection with the Security Agreement and any other Loan Document to which such Guarantor is a party, to the Collateral Agent, on behalf and for the benefit of each Agent and Lender, as collateral security for the Guaranteed Obligations of such Guarantor, and acknowledges that all of such liens and security interests, and all collateral heretofore pledged as security for such obligations, continues to be and remain collateral for such obligations from and after the date hereof, and (v) ratifies and confirms Landlord has unreasonably withheld its consent to any previous amendments a proposed assignment of this Agreement and such assignment subsequently proceeds (but such release shall only become effective on completion of such assignment). 22.6 In the event that the Guarantor as named in this Agreement ceases to be the principal holding company of the Financing Tenant; or is acquired by a third party, then the Tenant and/or the Guarantor shall immediately notify the Landlord and the Tenant will ensure that the Guarantor as named in this Agreement and any previous waivers granted for Lease is replaced with respect another entity acceptable to the Financing AgreementLandlord (acting reasonably). Although each In such circumstances, the Tenant and/or the Guarantor will provide all information required by the Landlord to satisfy itself as to the financial standing of the Guarantors have been informed of the matters set forth herein and have acknowledged and agreed to same, each of the Guarantors understands that the Agents and the Lenders shall have no obligation to inform the Guarantors of such matters in the future or to seek the Guarantors’ acknowledgement or agreement to future amendments, waivers, or modifications, and nothing herein shall create such a dutyproposed guarantor.

Guarantor. Each For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company, together with any Restricted Subsidiary which in accordance with Section 4.19 or Section 13.7 hereof any Subsidiary Guarantor is required in the future to guarantee the Obligations of the Issuer under the Secured Notes and this Indenture, and the Company under the Guarantee and this Indenture, upon execution of a supplemental indenture, hereby jointly and severally and irrevocably and unconditionally guarantees to the Trustee and to each Holder irrespective of the validity or enforceability of this Indenture or the Secured Notes or the Obligations of the Issuer and the Guarantor under this Indenture, that: (i) consents the principal of, premium, if any, any interest, and Special Interest, if any, on the Secured Notes (including, without limitation, any interest that accrues after the filing of a proceeding of the type described in Sections 6.1(g) and (h)) and any fees, expenses and other amounts owing under this Indenture will be duly and punctually paid in full when due, whether at Maturity, by acceleration, mandatory redemption, call for redemption, upon a Change of Control Offer, Excess Proceeds Offer, purchase or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Secured Notes and any other amounts due in respect of the Secured Notes, and all other Obligations of the Issuer and the Company under the Guarantee, including the Issuer's obligations to the Holders of the Secured Notes under this AmendmentIndenture, the Secured Notes and the Subsidiary Guarantees, whether now or hereafter existing, will be promptly paid in full or performed, all strictly in accordance with the terms hereof and of the Secured Notes; and (ii) acknowledges in case of any extension of time of payment or renewal of any Secured Notes or any of such other Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Maturity, by acceleration, mandatory redemption, call for redemption, upon Change of Control Offer, Excess Proceeds Offer, purchase or otherwise. If payment is not made when due of any amount so guaranteed for whatever reason, the Company and reaffirms all obligations owing by it each Subsidiary Guarantor (collectively referred to as the Agents "Guarantors" and Lenders under any Loan Document to which it is individually as a party and represents and warrants that, after giving effect to the Amendment, all of its representations and warranties contained in the Loan Documents to which such Guarantor is a party are true, accurate and complete in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof"Guarantor") as if made the date hereof (unless any such representation or warranty is expressly made as of a specific date, in which event it shall be true, accurate jointly and complete as severally obligated to pay the same individually whether or not such failure to pay has become an Event of such specified date), (iii) agrees that each Loan Document to Default which it is a party is and shall remain in full force and effect and shall not be impaired or otherwise affected by the execution of the Amendment or any other document or instrument delivered in connection herewith, (iv) ratifies and reaffirms the validity and enforceability of all of the liens and security interests heretofore granted by it, could cause acceleration pursuant to and in connection with the Security Agreement and any other Loan Document to which such Guarantor is a party, to the Collateral Agent, on behalf and for the benefit of each Agent and Lender, as collateral security for the Guaranteed Obligations of such Guarantor, and acknowledges that all of such liens and security interests, and all collateral heretofore pledged as security for such obligations, continues to be and remain collateral for such obligations from and after the date hereof, and (v) ratifies and confirms its consent to any previous amendments of the Financing Agreement and any previous waivers granted with respect to the Financing Agreement. Although each of the Guarantors have been informed of the matters set forth herein and have acknowledged and agreed to same, each of the Guarantors understands that the Agents and the Lenders shall have no obligation to inform the Guarantors of such matters in the future or to seek the Guarantors’ acknowledgement or agreement to future amendments, waivers, or modifications, and nothing herein shall create such a duty.Section