Common use of GUARANTOR’S OBLIGATIONS Clause in Contracts

GUARANTOR’S OBLIGATIONS. 2.1 The Guarantor agrees: (a) to guarantee to HSBC the due and punctual payment by the Supplier of all sums due under the Agreement and the due performance and observance of all the Supplier’s obligations under it; (b) to indemnify HSBC against all sums that become payable to HSBC and/or any HSBC Contracting Party under the Agreement or any Local Services Agreement entered into pursuant to its terms (and against all loss, damage, liabilities, claims, proceedings MJH/UKDP/UKM/92122642.1 (whether civil or criminal), penalties, actions, fines or other sanctions, judgments, costs and expenses that may arise or occur or that HSBC may sustain as a consequence of it entering into the Agreement or a Local Services Agreement); and (c) that the Guarantor’s liability under this guarantee and indemnity shall not be varied, diminished, prejudiced or discharged in any way by HSBC holding or taking any other or further securities or by granting any time or other indulgence to the Guarantor, the Supplier or any other guarantor or indemnifier or by any variation or alteration of the terms of the Agreement or by the Guarantor omitting to prove or maintain any right of proof or enforce payment of any dividend or composition, and that the liquidation or insolvency of the Supplier shall not affect or determine the Guarantor’s liability hereunder. 2.2 The Guarantor's liability to HSBC shall not exceed the Supplier's liability to HSBC under the Agreement and the Local Services Agreements entered into pursuant to its terms. 2.3 In any proceedings brought by HSBC under this Guarantee, the Guarantor shall be entitled: (a) to rely on any limitation of liability in the Agreement; (b) to raise the equivalent rights in defense of liability as the Supplier would have had against HSBC and/or the relevant HSBC Contracting Party under the Agreement; and (c) to rely on any counterclaim the Supplier may have against HSBC. 2.4 For the purposes of this Guarantee, HSBC will be entitled to recover the losses of any HSBC Contracting Party or other Service Recipient as if such losses had been suffered by HSBC itself.

GUARANTOR’S OBLIGATIONS. 2.1 The 9.1 In consideration of BKAP entering into this Agreement, each Guarantor agreeshereby unconditionally and irrevocably guarantees to BKAP, on a joint and several basis, the payment by the Investor of each Investor Cash Contribution to the JVC on the terms and conditions set forth herein, solely if and to the extent any such payment obligation is due and payable by the Investor hereunder; provided that (A) the maximum aggregate liability of each Guarantor pursuant to this clause 9 other than in respect of costs, fees and expenses reasonably incurred by BKAP or the JVC in enforcing their respective rights under this Agreement (Enforcement Costs) (which, for the avoidance of doubt, shall be in addition to and not be subject to the following caps, but shall instead be subject to the limitation described the final sentence of this clause 9.1) shall not exceed (x) at any time prior to Closing, (This material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the Commission.), (y) after Closing but prior to the payment in full of the first Subsequent Investor Cash Contribution, (This material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the Commission.), and (z) after payment in full of the first Subsequent Investor Cash Contribution but prior to the payment in full of the second Subsequent Investor Cash Contribution, (This material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the Commission.) (as applicable for each Guarantor from time to time, the Maximum Amount), (B) the maximum aggregate liability of each Guarantor pursuant to this clause 9 with respect to Enforcement Costs shall not exceed (This material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the Commission.) (the Enforcement Costs Limit), and (C) notwithstanding anything to the contrary contained herein, the obligations of Cartesian under this clause 9.1 shall be several and not joint among PT and PTP based on their respective Allocable Percentages. It is agreed that (a) no Guarantor shall be required to pay more than its Maximum Amount and Enforcement Costs Limit under or in respect of this clause 9 (subject, in the case of Cartesian, to clause (C) above, and (b) no Guarantor shall have any obligation or liability to any Person, or any rights, relating to, arising out of or in connection with this Agreement other than as expressly set forth in this clause 9. For the avoidance of doubt, save for Enforcement Costs, no Guarantor shall be required to pay more than (This material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the Commission.) (or in the case of Cartesian, PT’s and PTP’s respective Allocable Percentages of (This material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the Commission.)) under or in respect of this clause 9. As used herein, the term Allocable Percentage means (This material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the Commission.) in the case of PT and (This material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the Commission.) in the case of PTP. 9.2 No Party may assign its rights, interests or obligations under this clause 9 without the prior written consent of the other Parties, and the granting of such consent in a given instance shall be solely in the discretion of such other Parties and, if granted, shall not constitute a waiver of this requirement as to any subsequent assignment. Any assignment in violation of the preceding sentence shall be null and void ab initio. 9.3 KRD Kurdoğlu agrees that: (a) until the termination of its obligations under this clause 9, it will hold shares in each of the entities comprising Ecosystem representing not less than (This material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the Commission.) of the shares of each of the entities comprising Ecosystem, having an aggregate value of not less than (This material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the Commission.), and (b) until the termination of its obligations under this clause 9, in accordance with this clause 9, it will have no liabilities other than its obligations under this clause 9 and other than liabilities or obligations that would not potentially affect the ability of KRD Kurdoğlu to perform its obligations under this clause 9. 9.4 Except by the unanimous written consent of the Parties, the Guarantors’ liability under clause 9.1 shall not be discharged or impaired by, and each of the Guarantors hereby irrevocably, unconditionally and expressly agrees that it shall not assert as a defense to its obligations hereunder: (a) any amendment, variation or assignment of this Agreement or any waiver of its terms (provided that any such change, rescission, waiver, compromise, consolidation or other amendment or modification shall be subject to guarantee to HSBC the due and punctual payment by the Supplier prior written consent of all sums due under the Agreement and the due performance and observance of all the Supplier’s obligations under iteach Guarantor); (b) to indemnify HSBC against all sums that become payable to HSBC and/or any HSBC Contracting Party under release of, or granting of time or other indulgence to, the Agreement Investor or any Local Services Agreement entered into pursuant to its terms (and against all loss, damage, liabilities, claims, proceedings MJH/UKDP/UKM/92122642.1 (whether civil or criminal), penalties, actions, fines or other sanctions, judgments, costs and expenses that may arise or occur or that HSBC may sustain as a consequence of it entering into the Agreement or a Local Services Agreement); andthird party; (c) any winding up, dissolution, reconstruction, legal limitation, incapacity or lack of corporate power or authority or other circumstances affecting the Investor (or any act taken by BKAP in relation to any such event); or (d) any other act, event, neglect or omission (whether or not known to the Investor, BKAP or the Guarantors) which would or might (but for this clause) operate to impair or discharge the Guarantors’ liability or afford the Guarantors or the Investor any legal or equitable defence. 9.5 Notwithstanding anything to the contrary contained in this clause 9, the Parties agree that (i) each Guarantor may assert as a defence to, or release or discharge of, any payment or performance by such Guarantor under this clause 9, any defence or release that the Guarantor’s liability Investor could assert against the JVC under the terms of this Agreement that the relevant Investor Cash Contribution is not then required to be paid by the Investor pursuant to the terms and conditions hereof) and (ii) to the extent the Investor is relieved of its obligations under clause 2 of this Agreement, each Guarantor shall be similarly relieved of its obligations under this guarantee clause 9. 9.6 The JVC acknowledges that the sole assets of the Investor are cash in a de minimis amount and indemnity its rights under this Agreement, and that no additional funds are expected to be contributed to the Investor unless and until Closing occurs, and that, except for rights against the Guarantors to the extent expressly provided in this clause 9, and subject to all of the terms, conditions and limitations herein, the JVC shall not have any right to cause any assets to be varied, diminished, prejudiced or discharged in any way by HSBC holding or taking any other or further securities or by granting any time or other indulgence contributed to the Investor by any Guarantor, the Supplier any Affiliate of any Guarantor, or any other guarantor Person. Notwithstanding anything that may be expressed or indemnifier implied in this clause 9, and notwithstanding the fact that a Guarantor may be a partnership or limited liability company, by its acceptance of the benefits of this clause 9, the JVC acknowledges and agrees that it has no right of recovery against, and no personal liability shall attach to, the former, current or future security holders, directors, officers, employees, agents, affiliates, members, managers, general or limited partners or assignees of the Investor, any Guarantor or any of their respective former, current or future security holders, directors, officers, employees, general or limited partners, members, managers, affiliates, agents, assignees or representatives (each a Related Party, and collectively, the Related Parties), through the Investor or otherwise, whether by or through attempted piercing of the corporate, partnership or limited liability company veil, by or through a claim by or on behalf of the Investor against any Guarantor or Related Party by the enforcement of any assessment or by any variation legal or alteration equitable proceeding, by virtue of any statue, regulation or applicable law, or otherwise, except for its rights to recover from each Guarantor (but not the Related Parties (including any general partner or managing member)) the amounts guaranteed under clause 9.1 (subject to the applicable Maximum Amounts and Enforcement Costs Limit) solely to the extent provided in this clause 9.1. 9.7 The obligation of the terms of the Agreement or by the Guarantor omitting to prove or maintain any right of proof or enforce payment of any dividend or composition, and that the liquidation or insolvency of the Supplier shall not affect or determine the Guarantor’s liability hereunder. 2.2 The Guarantor's liability to HSBC shall not exceed the Supplier's liability to HSBC under the Agreement and the Local Services Agreements entered into pursuant to its terms. 2.3 In any proceedings brought by HSBC Guarantors under this Guarantee, clause 9.1 shall terminate automatically and immediately upon the Guarantor shall be entitled: earliest to occur of (a) to rely on any limitation the payment in full of liability in all Investor Cash Contributions (whether paid by the Agreement; Investor or the Guarantors), (b) the valid termination of the obligations of the Investor to raise fund Investor Cash Contributions pursuant to clause 2 in accordance with the equivalent rights in defense of liability as the Supplier would have had against HSBC and/or the relevant HSBC Contracting Party under the Agreement; and terms hereof, or (c) the valid termination of this Agreement in accordance with its terms. Without limiting clause 9.4 above, in the event that (i) BKAP or any of its Affiliates or Subsidiaries asserts in any litigation or other proceeding relating to rely the Investor’s or the Guarantors’ obligation to fund an Investor Cash Contribution under this Agreement that the limitations on the liability of the Guarantors or the selection and limitation of available remedies of BKAP or the JVC in respect of a Defaulted Investor Cash Contribution contained in any counterclaim of clause 2.3, clause 2.4, or clause 9 are illegal, invalid or unenforceable, in whole or in part, or asserts any theory of liability against any Guarantor or Related Party with respect to the Supplier transactions contemplated by this Agreement other than the liability (including the availability of specific performance) of the Guarantors under clause 9.1 (in each case, subject to the terms, conditions and limitations contained therein) and (ii) such assertions, litigation or proceeding, as the case may be, are not withdrawn with prejudice within twenty (20) Business Days after delivery of written notice to BKAP from the Guarantors, then (x) the obligations of each Guarantor under this clause 9 shall terminate ab initio and be null and void, and (y) no Guarantor or Related Party shall have against HSBCany liability to BKAP or the JVC with respect to their obligations under this Agreement or the transactions contemplated hereby. 2.4 For 9.8 Until KRD Kurdoğlu’s obligations under this clause 9 have terminated in accordance with clause 9.7 above, KRD Kurdoğlu shall, on an annual basis, deliver its financial statements to BKAP within 20 days of the purposes of this Guarantee, HSBC will be entitled to recover date on which the losses of any HSBC Contracting Party or other Service Recipient as if such losses had audit for the prior financial year has been suffered issued by HSBC itselfKRD Kurdoğlu’s auditors.

GUARANTOR’S OBLIGATIONS. 2.1 The 19.1 In consideration of this Agreement being made at the request of the Guarantor agrees: (a) the Guarantor agrees with and guarantees to guarantee the Landlord and without the need for express assignment the successors in title of the Landlord that the Tenant will observe and perform this Agreement and will when called upon so to HSBC do execute the due counterpart of the Lease and punctual payment in the case of default by the Supplier Tenant will procure the granting of all sums due the Underlease and will on receipt of a written demand pay and make good to the Landlord or losses damages costs and claims arising out of such default. 19.2 The obligations of the Guarantor set out in this clause 19 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; or 19.2.2 any forbearance time indulgence or other concession which may be granted to the Tenant; or 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 of the Guarantor and whether or not such variation amendment or modification may increase or otherwise vary the liability of the Guarantor under this Agreement); or 19.2.4 any invalidity in or irregularity or unenforceability of the Agreement and obligations of the due performance and observance of all the Supplier’s obligations Tenant under it; (b) to indemnify HSBC against all sums that become payable to HSBC and/or any HSBC Contracting Party under the this Agreement or any Local Services invalidity in or irregularity in the execution of this Agreement by the Tenant or any deficiency in the powers of the Tenant to enter into this Agreement; or 19.2.5 any delay on the part of the Landlord 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 Landlord to the Tenant; or 19.2.6 any assignment of this Agreement or the liquidation of the Tenant; or 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 In the event of liquidation of the Tenant and the liquidator of the Tenant disclaiming this Agreement the Landlord may within three months after such disclaimer by notice in writing given to the Guarantor require this Agreement to be deemed to continue in effect with the Guarantor as if it had entered into pursuant to its terms (this Agreement as Tenant and against all loss, damage, liabilities, claims, proceedings MJH/UKDP/UKM/92122642.1 (whether civil or criminal), penalties, actions, fines or other sanctions, judgments, costs not as Guarantor and expenses in that may arise or occur or that HSBC may sustain as a consequence of it entering into the Agreement or a Local Services Agreement); and (c) that the Guarantor’s liability under this guarantee and indemnity shall not be varied, diminished, prejudiced or discharged in any way by HSBC holding or taking any other or further securities or by granting any time or other indulgence to the Guarantor, the Supplier or any other guarantor or indemnifier or by any variation or alteration of the terms of the Agreement or by the Guarantor omitting to prove or maintain any right of proof or enforce payment of any dividend or composition, and that the liquidation or insolvency of the Supplier shall not affect or determine the Guarantor’s liability hereunder. 2.2 The Guarantor's liability to HSBC shall not exceed the Supplier's liability to HSBC under the Agreement and the Local Services Agreements entered into pursuant to its terms. 2.3 In any proceedings brought by HSBC under this Guarantee, event the Guarantor shall be entitled: (a) to rely on any limitation perform and observe the Tenant's obligations under this Agreement and in due course execute and deliver a counterpart of liability in the Agreement; (b) to raise the equivalent rights in defense of liability Lease as the Supplier would have had against HSBC and/or the relevant HSBC Contracting Party under the Agreement; and (c) to rely on any counterclaim the Supplier may have against HSBCtenant. 2.4 For the purposes of this Guarantee, HSBC will be entitled to recover the losses of any HSBC Contracting Party or other Service Recipient as if such losses had been suffered by HSBC itself.

GUARANTOR’S OBLIGATIONS. 2.1 39.1 The Guarantor’s obligations The Guarantor agrees: (a) agrees with the Landlord that the Tenant must pay the Rent and observe and perform the obligations on his part and other terms of this agreement during the Term and if the Tenant fails to guarantee do so then the Guarantor must pay the Rent and observe or perform the obligations or other terms and make good or reimburse to HSBC the due and punctual payment by the Supplier of all sums due under the Agreement and the due performance and observance of all the Supplier’s obligations under it; (b) to indemnify HSBC against all sums that become payable to HSBC and/or Landlord any HSBC Contracting Party under the Agreement or any Local Services Agreement entered into pursuant to its terms (and against all loss, damage, liabilities, claimslosses, proceedings MJH/UKDP/UKM/92122642.1 (whether civil awards of damages or criminal)compensation, penalties, actionscosts, fines disbursements and expenses arising from the failure by the Tenant to do so, provided that: 39.1.1 the Guarantor’s obligations are made with the Landlord as a sole or principal debtor or contracting party (this means that in the event of the Tenant defaulting the Guarantor is primarily liable to the Landlord); 39.1.2 the Guarantor’s liabilities shall not be affected by any time or indulgence granted by the Landlord to the Tenant or any neglect or forbearance of the Landlord in enforcing payment of the Rent or the observance and performance of the obligations or other sanctions, judgments, costs terms of this agreement (this means that the Guarantor remains liable to the Landlord even if the Landlord delays in pursuing or does not pursue the Tenant); 39.1.3 the Guarantor’s liabilities shall not be affected by any refusal by the Landlord to accept Rent tendered by or on behalf of the Tenant at a time when the Landlord is entitled to seek a court order for possession of the Property; 39.1.4 the Guarantor’s liabilities shall not be affected by any variation of the terms of this agreement made by agreement between the Landlord and expenses Tenant but no variation is to bind the Guarantor to the extent that may arise or occur or it is materially prejudicial to him; 39.1.5 the Guarantor’s liability shall continue notwithstanding that HSBC may sustain as a consequence the Tenant has surrendered part of it entering into the Agreement or a Local Services AgreementProperty but shall continue in respect of the part of the Property not surrendered after making any necessary apportionments under the Law of Property Xxx 0000 Section 140 (this means that if the Tenant hands back to the Landlord part of the Property the Guarantor remains liable in relation to the retained part); and (c) that 39.1.6 the Guarantor’s liability under is not to be affected by anything else by which, but for this guarantee and indemnity shall not be varied, diminished, prejudiced or discharged in any way by HSBC holding or taking any other or further securities or by granting any time or other indulgence to the Guarantor, the Supplier or any other guarantor or indemnifier or by any variation or alteration of the terms of the Agreement or by the Guarantor omitting to prove or maintain any right of proof or enforce payment of any dividend or composition, and that the liquidation or insolvency of the Supplier shall not affect or determine the Guarantor’s liability hereunder. 2.2 The Guarantor's liability to HSBC shall not exceed the Supplier's liability to HSBC under the Agreement and the Local Services Agreements entered into pursuant to its terms. 2.3 In any proceedings brought by HSBC under this Guaranteeclause, the Guarantor shall would be entitled: (a) to rely on any limitation of liability in the Agreement; (b) to raise the equivalent rights in defense of liability as the Supplier would have had against HSBC and/or the relevant HSBC Contracting Party under the Agreement; and (c) to rely on any counterclaim the Supplier may have against HSBCreleased. 2.4 For 39.2 [Guarantor’s obligation to take new tenancy agreement If during the purposes subsistence of this Guaranteetenancy any trustee in bankruptcy of the Tenant disclaims this tenancy, HSBC will the Guarantor must if so required by the Landlord within [3 months] of the Landlord becoming aware of the disclaimer take from the Landlord forthwith a tenancy agreement for the residue of the Term as at the date of disclaimer at the rent then payable under this agreement and subject to the same agreements and terms as under this tenancy (except that no other person need be entitled made a party as guarantor) the new tenancy to recover commence on the losses date of disclaimer. The Guarantor must pay the costs of the new tenancy agreement and any HSBC Contracting Party or other Service Recipient as if such losses had been suffered by HSBC itselfVAT chargeable on them and execute and deliver to the Landlord a counterpart of the new tenancy agreement.

GUARANTOR’S OBLIGATIONS. 2.1 The Guarantor agreesGuarantor: (a) a. has reviewed this Amendment with counsel of it's choice, and accepts and consents to guarantee to HSBC the due and punctual payment by the Supplier terms of all sums due under the Agreement this Amendment and the due performance and observance of all the Supplier’s obligations under ittransactions provided for herein; (b) to indemnify HSBC against b. acknowledges and agrees that it receives material benefit and valuable consideration as a result of the transactions provided for herein or contemplated hereunder; c. ratifies and reaffirms the terms of its Guaranty Agreement, and all sums that become payable to HSBC and/or any HSBC Contracting Party under of the terms provisions, agreements, conditions and undertakings contained in the Guaranty Agreement or any Local Services of the Security Documents (as applicable to the Guarantor), all of which remain unmodified, except as modified herein and in full force and effect; d. acknowledges and confirms (i) its continuing obligations under the Guaranty Agreement entered into and agrees to be bound by the terms thereof, and (ii) that it has been since December 17, 1999 and remains liable with respect to the guaranteed Indebtedness as defined and provided in its Guaranty Agreement; e. acknowledges and agrees that the guaranteed Indebtedness encompasses and apply to all Advances to Debtor (as Debtor is defined herein), including Advances from and after the Amendment closing date, and to all Indebtedness, including Indebtedness arising pursuant to this Amendment; f. is fully aware of the financial and other conditions of the Debtor (as Debtor is defined herein) and is executing and delivering this Amendment based solely upon its terms own independent investigation and not upon any representation or statement of Lender; g. except for information contained in certificates provided pursuant to V(1)(i) hereof reaffirms, restates and incorporates by this reference all of the representations, warranties and covenants made in its Guaranty Agreement as if the same were made as of this date; h. acknowledges that its agreements, consents and acknowledgments contained herein, and the provisions of its Guaranty Agreement (and against all loss, damage, liabilities, claims, proceedings MJH/UKDP/UKM/92122642.1 (whether civil or criminalwhich are reaffirmed by Guarantor), penaltiesare a material inducement to Lender to enter into this Amendment, actionsand that, fines or other sanctionsbut for the Guaranty Agreement, judgmentsand Guarantor's agreements as set forth herein, costs and expenses that may arise or occur or that HSBC may sustain as a consequence of it entering Lender would decline to enter into the Agreement or a Local Services Agreement)this Amendment; and (c) i. shall deliver to Lender a certificate or certificates in form and substance satisfactory to it, dated as of the date hereof and signed by the president or other authorized officer of Guarantor, certifying that the Guarantor’s liability under conditions specified in this guarantee and indemnity shall not be varied, diminished, prejudiced or discharged in any way by HSBC holding or taking any other or further securities or by granting any time or other indulgence to the Guarantor, the Supplier or any other guarantor or indemnifier or by any variation or alteration of the terms of the Agreement or by the Guarantor omitting to prove or maintain any right of proof or enforce payment of any dividend or compositionAmendment have been fulfilled, and that "bringing down" the liquidation or insolvency of the Supplier shall not affect or determine the Guarantor’s liability hereunder. 2.2 The Guarantor's liability to HSBC shall not exceed the Supplier's liability to HSBC under the Agreement representations and the Local Services Agreements entered into pursuant to its terms. 2.3 In any proceedings brought by HSBC under this Guarantee, the Guarantor shall be entitled: (a) to rely on any limitation of liability warranties contained in the Guaranty Agreement; (b) to raise the equivalent rights in defense of liability as the Supplier would have had against HSBC and/or the relevant HSBC Contracting Party under the Agreement; and (c) to rely on any counterclaim the Supplier may have against HSBC. 2.4 For the purposes of this Guarantee, HSBC will be entitled to recover the losses of any HSBC Contracting Party or other Service Recipient as if such losses had been suffered by HSBC itself.

GUARANTOR’S OBLIGATIONS. 2.1 1. The Guarantor agreesGuarantor: (a) a. has reviewed the Fifth Amendment Commitment Letter and this Fifth Amendment with counsel of its choice, and accepts and consents to guarantee to HSBC the due and punctual payment by the Supplier terms of all sums due under the Agreement this Fifth Amendment and the due performance and observance of all the Supplier’s obligations under ittransactions provided for herein; (b) to indemnify HSBC against b. acknowledges and agrees that it receives material benefit and valuable consideration as a result of the transactions provided for herein or contemplated hereunder; c. ratifies and reaffirms the Guaranty, and all sums that become payable to HSBC and/or any HSBC Contracting Party under of the Agreement terms, provisions, agreements, conditions and undertakings contained in the Guaranty or any Local Services Agreement entered into pursuant to its terms of the Loan Documents (and against all loss, damage, liabilities, claims, proceedings MJH/UKDP/UKM/92122642.1 (whether civil or criminal), penalties, actions, fines or other sanctions, judgments, costs and expenses that may arise or occur or that HSBC may sustain as a consequence of it entering into the Agreement or a Local Services Agreement); and (c) that the Guarantor’s liability under this guarantee and indemnity shall not be varied, diminished, prejudiced or discharged in any way by HSBC holding or taking any other or further securities or by granting any time or other indulgence applicable to the Guarantor), all of which remain unmodified except as modified herein and in full force and effect; d. acknowledges and confirms its continuing obligations under the Supplier or any other guarantor or indemnifier or Guaranty and agrees to be bound by any variation or alteration of the terms of the Agreement or by the Guarantor omitting to prove or maintain any right of proof or enforce payment of any dividend or compositionthereof, and that it has been since July 31, 1991 and remains liable with respect to the liquidation or insolvency guaranteed Obligations as defined and provided in the Guaranty; e. acknowledges and agrees that the guaranteed Obligations encompass and apply to all Advances, including Advances from and after the Fifth Amendment closing date, and to all Obligations, including Obligations arising pursuant to this Fifth Amendment; f. is fully aware of the Supplier shall not affect or determine financial and other conditions of the Guarantor’s liability hereunder. 2.2 The Guarantor's liability to HSBC shall not exceed the Supplier's liability to HSBC under the Agreement Borrower and the Local Services Agreements entered into SPR Subdivision, and is executing and delivering this Fifth Amendment based solely upon its own independent investigation and not upon any representation or statement of Lender; g. except for information contained in certificates provided pursuant to its terms. 2.3 In any proceedings brought IV(1)(i) hereof reaffirms, restates and incorporates by HSBC under this Guaranteereference all of the representations, the Guarantor shall be entitled: (a) to rely on any limitation of liability warranties and covenants made in the AgreementGuaranty as if the same were made as of this date; h. acknowledges that its agreements, consents and acknowledgments contained herein, and the provisions of the Guaranty (b) which are reaffirmed by Guarantor), are a material inducement to raise the equivalent rights in defense of liability as the Supplier would have had against HSBC and/or the relevant HSBC Contracting Party under the Agreement; Lender to enter into this Fifth Amendment, and (c) to rely on any counterclaim the Supplier may have against HSBC. 2.4 For the purposes of this Guarantee, HSBC will be entitled to recover the losses of any HSBC Contracting Party or other Service Recipient as if such losses had been suffered by HSBC itself.

GUARANTOR’S OBLIGATIONS. 2.1 33.1 The Guarantor agreescovenants with the Landlord that during the Term (or until earlier release by operation of law or otherwise) the Tenant shall punctually pay the Rent and observe and perform the covenants and other provisions of the Lease, and in case of default the Guarantor will pay the Rent and observe and perform the covenants and other provisions of the Lease, and in case of default the Guarantor will pay the Rent and observe and perform the covenants and provisions in respect of which the Tenant is in default and make good to the Landlord on demand, and indemnify the Landlord against, all losses, damages, costs and expenses thereby arising or incurred by the Landlord 33.2 The liability of the Guarantor shall not be affected in any way by: (a) to guarantee to HSBC any neglect or forbearance of the due Landlord in enforcing payment of Rent or observance or performance of the covenants and punctual payment by provisions of the Supplier of all sums due under the Agreement and the due performance and observance of all the Supplier’s obligations under it;Lease (b) any time or indulgence given to indemnify HSBC against all sums that become payable to HSBC and/or any HSBC Contracting Party under the Agreement or any Local Services Agreement entered into pursuant to its terms (and against all loss, damage, liabilities, claims, proceedings MJH/UKDP/UKM/92122642.1 (whether civil or criminal), penalties, actions, fines or other sanctions, judgments, costs and expenses that may arise or occur or that HSBC may sustain as a consequence of it entering into Tenant by the Agreement or a Local Services Agreement); andLandlord (c) that any refusal by the Guarantor’s liability under this guarantee and indemnity shall not be variedLandlord to accept Rent from the Tenant following a breach of covenant by the Tenant (d) any agreement with the Tenant, diminished, prejudiced any licence or discharged in any way by HSBC holding or taking any other or further securities or by granting any time or other indulgence consent granted to the GuarantorTenant, the Supplier or any other guarantor or indemnifier or by any variation or alteration of in the terms of the Agreement Lease (e) the death of the Tenant (if an individual) or by the dissolution of the Tenant (if a company), or the Tenant otherwise ceasing to exist (f) a surrender of part of the Premises, except that the Guarantor omitting will have no liability in relation to prove or maintain any right of proof or enforce payment the surrendered part in respect of any dividend period following the date of surrender (g) any other act, matter or compositionthing, and that or the liquidation or insolvency release of any person, apart from the express release in writing of the Supplier shall not affect Guarantor 33.3 If the Tenant is a company and is dissolved, or determine if the Guarantor’s liability hereunder. 2.2 The Guarantor's liability to HSBC shall not exceed liquidator or the Supplier's liability to HSBC under trustee in bankruptcy of the Agreement and Tenant or the Local Services Agreements entered into pursuant to its terms. 2.3 In any proceedings brought by HSBC under this GuaranteeCrown disclaims the Lease, the Guarantor shall be entitled:upon written notice from the Landlord given within twelve months after the date of dissolution or disclaimer accept a new lease of the Premises:- (a) to rely for a term commencing on any limitation the date of liability in dissolution or disclaimer and continuing for the Agreement;residue then remaining unexpired of the Term at the Rent then payable under the Lease (b) subject to raise and with the equivalent rights in defense benefit of liability as the Supplier would have had against HSBC and/or the relevant HSBC Contracting Party under the Agreement; andLease if still subsisting (c) subject to rely on the same covenants and provisions as in the Lease (without however requiring any counterclaim other person to act as guarantor) such new lease to take effect from the Supplier may have against HSBC. 2.4 For date of dissolution or disclaimer and to be granted at the purposes cost of this Guarantee, HSBC will be entitled the Guarantor who shall execute and deliver to recover the losses Landlord a counterpart of any HSBC Contracting Party or other Service Recipient as if such losses had been suffered by HSBC itself.it

GUARANTOR’S OBLIGATIONS. 2.1 The Guarantor agreesWithout limitation or waiver of any defenses to performance or payment that Purchaser would otherwise be entitled to under the Agreement, Guarantor’s obligations under this Guarantee are absolute and unconditional, shall remain in force until the Termination Date and shall not be affected, impaired, reduced, modified, released or discharged for any reason whatsoever prior thereto, including without limitation: (ai) to guarantee to HSBC the due and punctual extension of time for payment by or performance of any Obligation or the Supplier amendment, extension or renewal of all sums due under the Agreement and the due performance and observance of all the Supplier’s obligations under it; (b) to indemnify HSBC against all sums that become payable to HSBC and/or any HSBC Contracting Party under the Agreement or any Local Services Obligation; (ii) any delay or failure by Beneficiary to enforce or exercise any right or remedy under the Agreement, or waiver by Beneficiary of any such right or remedy; (iii) any transfer, assignment or mortgaging by Beneficiary of any interest in the Agreement entered into pursuant to its terms or this Guarantee; (iv) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets and against all loss, damage, liabilities, claimsor the voluntary or involuntary receivership, proceedings MJH/UKDP/UKM/92122642.1 (whether civil or criminal)insolvency, penaltiesbankruptcy, actionsassignment for the benefit of creditors, fines reorganization or other sanctionssimilar proceeding affecting Purchaser, judgmentsor the disaffirmance of the Agreement in any such proceeding; (v) any merger, costs and expenses that may arise consolidation or occur other reorganization to which Purchaser, Guarantor or that HSBC may sustain as any related entity is a consequence party, or any direct or indirect sale or disposition of it entering Guarantor’s or Purchaser’s assets or Guarantor’s direct or indirect ownership interest in Purchaser; (vi) the status, power or authority (or lack thereof) of Purchasers to enter into the Agreement or a Local Services Agreement); andto perform thereunder; (cvii) that the Guarantor’s liability under this guarantee and indemnity shall not be varied, diminished, prejudiced failure of Purchaser to have authorized or discharged in obtained any way by HSBC holding necessary approval (governmental or taking any other or further securities or by granting any time or other indulgence to the Guarantor, the Supplier or any other guarantor or indemnifier or by any variation or alteration of the terms of the Agreement or by the Guarantor omitting to prove or maintain any right of proof or enforce payment of any dividend or composition, and that the liquidation or insolvency of the Supplier shall not affect or determine the Guarantor’s liability hereunder. 2.2 The Guarantor's liability to HSBC shall not exceed the Supplier's liability to HSBC under the Agreement and the Local Services Agreements entered into pursuant to its terms. 2.3 In any proceedings brought by HSBC under this Guarantee, the Guarantor shall be entitled: (aotherwise) to rely on any limitation of liability in enter into the Agreement; (bviii) to raise the equivalent rights in defense lack of liability as the Supplier would have had against HSBC and/or the relevant HSBC Contracting Party under validity or enforceability of the Agreement; andor (cix) to rely on any counterclaim the Supplier may have against HSBC. 2.4 For the purposes of this Guaranteeexistence, HSBC will be entitled to recover the losses validity, enforceability, perfection, release, or extent of any HSBC Contracting Party collateral for such Obligations. Beneficiary shall not be obligated to file any claim relating to the Obligations owing to it in the event that Purchaser become subject to a bankruptcy, reorganization, or other Service Recipient as if such losses had been suffered a similar proceeding, and the failure of Beneficiary to so file shall not affect Guarantor’s obligations hereunder. All payments made hereunder shall be made in immediately available funds without reduction, whether by HSBC itselfoffset, payment in escrow or otherwise. Guarantor shall pay the reasonable costs (including attorney’s fees) incurred by Beneficiary in connection with enforcing this Guaranty.

GUARANTOR’S OBLIGATIONS. 2.1 The Guarantor agrees: (a) to guarantee to HSBC the due and punctual payment by the Supplier of all sums due under the Agreement and the due performance and observance of all the Supplier’s obligations under it; (b) to indemnify HSBC against all sums that become payable to HSBC and/or any HSBC Contracting Party under the Agreement or any Local Services Agreement entered into pursuant to its terms (and against all loss, damage, liabilities, claims, proceedings MJH/UKDP/UKM/92122642.1 (whether civil or criminal), penalties, actions, fines or other sanctions, judgments, costs and expenses that may arise or occur or that HSBC may sustain as a consequence of it entering into the Agreement or a Local Services Agreement); and (c) that the Guarantor’s liability 's Obligations under this guarantee Guarantee are absolute and indemnity unconditional, shall remain in full force until all Obligations have been paid or performed or until terminated in accordance with Section 3 hereof, and shall not be varied, diminished, prejudiced released or discharged for: (i) PG&E's waiver of ESP's performance of any obligation or ESP's default under the Agreements; (ii) PG&E’s extension of time for payment or performance by ESP under the Agreements or the amendment, extension or renewal of the Agreements or any Obligations; (iii) any delay or failure by PG&E to enforce or exercise any right or remedy under the Agreements, or waiver by PG&E of any such right or remedy; (iv) any failure by ESP's customers to pay for ESP’s services or any part thereof; (v) any transfer, assignment or mortgaging by ESP or PG&E of any interest in the Agreements or this Guarantee; (vi) the release or discharge of ESP from the performance or observance of any obligations by operation of law or otherwise; (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets and liabilities, or the voluntary or involuntary receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, or other similar proceeding affecting ESP, or the disaffirmance of the Agreements in any way such proceeding; (viii) any merger, consolidation or other reorganization to which ESP, Guarantor or any related entity is a party, or any direct or indirect sale or disposition of Guarantor's or ESP's assets or Guarantor's direct or indirect ownership interest in ESP; or (ix) the release, acceptance or disposal of any collateral by HSBC holding PG&E for any of the Obligations. Guarantor is aware of, and consents to, the terms of the Agreements and agrees that the Agreements may be amended by PG&E and ESP without notice to or taking consent of Guarantor and that Guarantor's Obligations hereunder shall continue in full force and effect with respect to the Agreements as so amended. No delays on the part of PG&E in the exercise of any right or remedy shall operate as a waiver thereof, and no single or partial exercise by PG&E of any right or remedy shall preclude any other or further securities exercise thereof or by granting any time or other indulgence to the Guarantor, the Supplier or exercise of any other guarantor right or indemnifier or by any variation or alteration of the terms of the Agreement or by the Guarantor omitting to prove or maintain any right of proof or enforce payment of any dividend or composition, and that the liquidation or insolvency of the Supplier shall not affect or determine the Guarantor’s liability hereunderremedy. 2.2 The Guarantor's liability to HSBC shall not exceed the Supplier's liability to HSBC under the Agreement and the Local Services Agreements entered into pursuant to its terms. 2.3 In any proceedings brought by HSBC under this Guarantee, the Guarantor shall be entitled: (a) to rely on any limitation of liability in the Agreement; (b) to raise the equivalent rights in defense of liability as the Supplier would have had against HSBC and/or the relevant HSBC Contracting Party under the Agreement; and (c) to rely on any counterclaim the Supplier may have against HSBC. 2.4 For the purposes of this Guarantee, HSBC will be entitled to recover the losses of any HSBC Contracting Party or other Service Recipient as if such losses had been suffered by HSBC itself.

GUARANTOR’S OBLIGATIONS. 2.1 The Guarantor agreesGuarantor's obligations under this Guaranty are unconditional and absolute and shall not be limited, affected or impaired by: (ai) any extension of time, waiver, indulgence, concession or consent given at any time to Obligor or any other person; (ii) any alteration, amendment or modification to the O&M Agreement or to any security or guarantee to HSBC provided in connection with the due and punctual payment by the Supplier of all sums due under the O&M Agreement and the due performance Guarantor hereby agrees that the guaranty given hereunder shall extend to the obligations and observance responsibilities of all Obligor under the Supplier’s obligations under itO&M Agreement as so altered, amended or modified regardless of whether the Guarantor has been notified of or given its consent to such alteration, amendment or modification; (biii) any dispute or disagreement under or in relation to indemnify HSBC against all sums that become payable to HSBC and/or the O&M Agreement; (iv) the illegality, invalidity or unenforceability of or any HSBC Contracting Party under defect in any provision of the O&M Agreement or any Local Services Agreement entered into pursuant of Obligor's obligations under the O&M Agreement; (v) any exchange or release of, or non-perfection of any Lien on or in, any collateral, or any release or amendment or waiver of or consent to its terms any departure from any other guaranty, for all or any of the Obligations; (and against all lossvi) any permitted assignment of the benefit of the O&M Agreement; (vii) the taking or existence of any security, damageright of action, liabilitiesguarantee or indemnity in connection with the O&M Agreement; (viii) any change in the status, claimsfunction, proceedings MJH/UKDP/UKM/92122642.1 control or ownership of Obligor; or (whether civil or criminal)ix) any other circumstance which might otherwise constitute a defense available to, penalties, actions, fines or other sanctions, judgments, costs and expenses that may arise or occur or that HSBC may sustain as a consequence of it entering into the Agreement or a Local Services Agreement); and (c) that the Guarantor’s liability under this guarantee and indemnity shall not be varieddischarge of, diminished, prejudiced or discharged in any way by HSBC holding or taking any other or further securities or by granting any time or other indulgence to the Guarantor, the Supplier or any other guarantor or indemnifier or by any variation or alteration in respect of the terms Obligations or the Guarantor in respect of this Guaranty. Without prejudice (i) to the Agreement or waiver by the Guarantor omitting as to prove or maintain any right of proof or enforce payment of any dividend or compositionits obligations hereunder as set out in this Section 3, and that (ii) the liquidation or insolvency limitations on release, discharge and impairment of the Supplier shall not affect or determine the Guarantor’s liability hereunder. 2.2 The Guarantor's liability to HSBC shall not exceed the Supplier's liability to HSBC under the Agreement and the Local Services Agreements entered into pursuant to its terms. 2.3 In any proceedings brought by HSBC under this GuaranteeGuarantor hereunder as set out in Section 9 hereof, the Guarantor shall be entitled: entitled to assert as a defense to any claim for payment in connection with the Obligations, (a) to rely on any limitation that such Obligations are not currently due under the terms of liability in the O&M Agreement; , (b) to raise the equivalent rights that such Obligations have previously been paid or performed in defense of liability as the Supplier would have had against HSBC and/or the relevant HSBC Contracting Party under the Agreement; and full, and (c) to rely on any counterclaim defenses and circumstances excusing payment or performance which the Supplier may have against HSBC. 2.4 For the purposes of this Guarantee, HSBC will Obligor would be entitled to recover assert under and pursuant to the losses O&M Agreement; provided, however, that if any such defense or circumstance has been asserted by the Obligor and the validity thereof has been resolved under and pursuant to the O&M Agreement, the Guarantor shall not be entitled to reassert such defense or circumstance. The Guarantor's obligations as guarantor are primary, independent of the obligations of Obligor under the O&M Agreement, and are in addition to and independent of any HSBC Contracting Party other security, right of action or other Service Recipient as if guarantee or indemnity at any time existing in favor of the Obligee, whether from the Guarantor or otherwise. A separate action may be brought to enforce this Guaranty whether or not Obligor is made a party to such losses had been suffered by HSBC itselfaction; provided, however, that no beneficiary of the Guaranty shall maintain simultaneous actions against the Obligor and the Guarantor with respect to the same Obligation.

GUARANTOR’S OBLIGATIONS. 2.1 The Guarantor agrees: (a) to guarantee to HSBC the due and punctual payment by the Supplier of all sums due under the Agreement and the due performance and observance of all the Supplier’s Guarantors obligations under it; (b) to indemnify HSBC against all sums that become payable to HSBC and/or any HSBC Contracting Party under the Agreement or any Local Services Agreement entered into pursuant to its terms (and against all loss, damage, liabilities, claims, proceedings MJH/UKDP/UKM/92122642.1 (whether civil or criminal), penalties, actions, fines or other sanctions, judgments, costs and expenses that may arise or occur or that HSBC may sustain as a consequence of it entering into the Agreement or a Local Services Agreement); and (c) that the Guarantor’s liability under this guarantee and indemnity include but shall not be variedlimited to:- 1- In consideration of the Bank granting the Client the Loan agreed to I/we the Guarantor(s) hereby irrevocably and unconditionally undertake severally and jointly and agree in case of Client's failure to honor his commitments to pay and settle all due amounts and any interests, diminishedcommissions, prejudiced fees or discharged expenses outstanding and payable thereupon. 2- The Guarantor(s) hereby irrevocably declare and authorize the Bank under this Agreement to transfer any amount(s) available in their opened Account(s) with the Bank (current/ savings/ deposit ------- etc.) for settling the Loan amount and any way by HSBC holding related interest, expenses or fees till full settlement of Client's direct and indirect obligations hereunder and hereby authorize you to deduct it from any of our accounts with the Bank without any responsibility on the Bank and no prior requirement for notifying for so doing and without the need of the Bank to first taking recourse or any other action against the Client. 3- The Bank has the right to continue collecting the agreed interest on the account in case the account is closed for any reason, till full settlement of Client's obligation under this guarantee. 4- The Bank has the right to grant the Client any grace period or further securities or by granting any time or other indulgence to the Guarantor, the Supplier pardon or any other guarantor arrangement of whatsoever kind to reschedule or indemnifier or by settle the indebtedness under this Loan, without any variation or alteration effect on any of the terms Guarantor(s) obligation towards the Bank under this guarantee. 5- Guarantor(s) hereby guarantee severally and jointly to pay the Bank all the amounts due from the Client and all accruing interests, commissions, fees and expenses payable thereto, in the case of the Agreement Client's incapacity or by the Guarantor omitting to prove or maintain any right of proof or enforce payment of any dividend or composition, and that the liquidation or insolvency of the Supplier shall not affect bankruptcy or determine the Guarantor’s liability hereunderany other reason. 2.2 The Guarantor's liability to HSBC shall not exceed the Supplier's liability to HSBC under the Agreement and the Local Services Agreements entered into pursuant to its terms. 2.3 In any proceedings brought by HSBC under this Guarantee, the Guarantor shall be entitled: (a) to rely on any limitation of liability in the Agreement; (b) to raise the equivalent rights in defense of liability as the Supplier would have had against HSBC and/or the relevant HSBC Contracting Party under the Agreement; and (c) to rely on any counterclaim the Supplier may have against HSBC. 2.4 For the purposes of this Guarantee, HSBC will be entitled to recover the losses of any HSBC Contracting Party or other Service Recipient as if such losses had been suffered by HSBC itself.

GUARANTOR’S OBLIGATIONS. 2.1 The Each Holder hereby acknowledges and agrees that, upon termination of the Guarantee pursuant to Section 10.2 of the Indenture, any and all obligations of the Guarantor agrees: under this Exchange and Registration Rights Agreement (athis "Agreement") will automatically terminate and all references to guarantee to HSBC the due and punctual payment by the Supplier of all sums due under the Agreement Guarantor and the due performance and observance Guarantee shall be deemed deleted from this Agreement as of all the Supplier’s obligations under it; (b) to indemnify HSBC against all sums that become payable to HSBC and/or any HSBC Contracting Party under the Agreement or any Local Services Agreement entered into pursuant to its terms (and against all loss, damage, liabilities, claims, proceedings MJH/UKDP/UKM/92122642.1 (whether civil or criminal), penalties, actions, fines or other sanctions, judgments, costs and expenses that may arise or occur or that HSBC may sustain as a consequence date of it entering into the Agreement or a Local Services this Agreement); and (c) . Please confirm that the Guarantor’s liability under this guarantee and indemnity shall not be varied, diminished, prejudiced or discharged in any way by HSBC holding or taking any other or further securities or by granting any time or other indulgence to foregoing correctly sets forth the Guarantor, agreement among the Supplier or any other guarantor or indemnifier or by any variation or alteration of the terms of the Agreement or by the Guarantor omitting to prove or maintain any right of proof or enforce payment of any dividend or composition, and that the liquidation or insolvency of the Supplier shall not affect or determine the Guarantor’s liability hereunder. 2.2 The Guarantor's liability to HSBC shall not exceed the Supplier's liability to HSBC under the Agreement and the Local Services Agreements entered into pursuant to its terms. 2.3 In any proceedings brought by HSBC under this GuaranteeIssuer, the Guarantor shall and the Initial Purchasers. Very truly yours, USA INTERACTIVE By: /s/ XXXX XXXXX USANI LLC By: /s/ XXXX XXXXX Accepted: XXXXXX BROTHERS INC. X.X. XXXXXX SECURITIES INC. By XXXXXX BROTHERS INC. By /s/ XXXXXX XXXXXXXX Authorized Signatory Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be entitled: (a) deemed to rely on any limitation admit that it is an "underwriter" within the meaning of liability the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in the Agreement; (b) to raise the equivalent rights connection with resales of Exchange Securities received in defense exchange for Securities where such Securities were acquired by such broker-dealer as a result of liability as the Supplier would have had against HSBC and/or the relevant HSBC Contracting Party under the Agreement; and (c) to rely on any counterclaim the Supplier may have against HSBC. 2.4 For the purposes of this Guarantee, HSBC will be entitled to recover the losses of any HSBC Contracting Party market-making activities or other Service Recipient as if trading activities. The Issuer and the Guarantor have agreed that, for a period of 90 days after the consummation of the Registered Exchange Offer, it will make this Prospectus available to any broker-dealer for use in connection with any such losses had been suffered by HSBC itselfresale. See "Plan of Distribution."

GUARANTOR’S OBLIGATIONS. 2.1 The 1.1. Guarantor agrees: (a) hereby acknowledges receipt of a correct and complete copy of the License Agreement existing on the date hereof, and consents to guarantee to HSBC the due and punctual payment by the Supplier of all sums due under the Agreement and the due performance and observance of all the Supplier’s obligations under it; (b) to indemnify HSBC against all sums that become payable to HSBC and/or any HSBC Contracting Party under the Agreement or any Local Services Agreement entered into pursuant to its terms (and against all loss, damage, liabilities, claims, proceedings MJH/UKDP/UKM/92122642.1 (whether civil or criminal), penalties, actions, fines or other sanctions, judgments, costs and expenses that may arise or occur or that HSBC may sustain as a consequence of it entering into the Agreement or a Local Services Agreement); and (c) that the Guarantor’s liability under this guarantee and indemnity shall not be varied, diminished, prejudiced or discharged in any way by HSBC holding or taking any other or further securities or by granting any time or other indulgence to the Guarantor, the Supplier or any other guarantor or indemnifier or by any variation or alteration of the terms and provisions thereof, as the same may be from time to time amended or supplemented, except that amendments or supplements that would reasonably be expected to materially adversely affect Pilot's Obligations (as defined below) shall require the written consent of Guarantor, which will not be unreasonably withheld or delayed. 1.2. Guarantor has reviewed the License Agreement with its counsel and has a full and complete understanding of all of the indemnification obligations undertaken by Pilot in the License Agreement, including, without limitation, those obligations set forth in Article 5 and Article 8 of the License Agreement ("Pilot's Obligations"). 1.3. Upon the execution and delivery of a definitive Sublicense Agreement to [Guarantor or by _______________, an Affiliate of Guarantor,], Guarantor hereby agrees that: A. Guarantor shall, together with Pilot and all other Sublicense Guarantors, whether existing now or at any time in the Guarantor omitting past or the future, be (i) jointly and severally liable for all of Pilot's Obligations and all indemnity obligations of all other Sublicense Guarantors pursuant to prove each such Sublicense Guarantors' executed copies of this Agreement entered in accordance with the License Agreement, including, but not limited to, such indemnity obligations arising from acts or maintain any right omissions of proof such other Sublicense Guarantors, whether such Pilot's Obligations or enforce payment such indemnity obligations arise before or after the execution of any dividend or compositionthis Agreement, and (ii) responsible for ensuring that all of Pilot's Obligations are carried out in accordance with the liquidation or insolvency of the Supplier shall not affect or determine the Guarantor’s liability hereunder. 2.2 The Guarantor's liability to HSBC shall not exceed the Supplier's liability to HSBC under the Agreement and the Local Services Agreements entered into pursuant to its terms. 2.3 In any proceedings brought by HSBC under this Guarantee, the Guarantor shall be entitled: (a) to rely on any limitation of liability in the Agreement; (b) to raise the equivalent rights in defense of liability as the Supplier would have had against HSBC and/or the relevant HSBC Contracting Party under the License Agreement; and (c) B. Guarantor shall fully perform Pilot's Obligations under the License Agreement and, where Pilot is required under the License Agreement to rely on indemnify BMS, pay such amounts in full when due and payable, this being a guaranty of indemnification and payment and not merely of collection and being in no way conditional or contingent; and in any counterclaim case when any part of Pilot's Obligations shall not have been paid when due and payable, Guarantor hereby agrees, forthwith upon notice from BMS, to pay or cause to be paid to BMS the Supplier may have against HSBCamount thereof as is then due and payable and unpaid. 2.4 For the purposes of this Guarantee, HSBC will be entitled to recover the losses of any HSBC Contracting Party or other Service Recipient as if such losses had been suffered by HSBC itself.

GUARANTOR’S OBLIGATIONS. 2.1 The Guarantor agrees: (a) 4.1 When the Debtor fails to guarantee to HSBC the due timely and punctual payment by the Supplier of fully repay all sums due under the Agreement and the due performance and observance of all the Supplier’s obligations under it; (b) to indemnify HSBC against all sums that become payable to HSBC and/or any HSBC Contracting Party under the Agreement or any Local Services Agreement entered into pursuant to its terms (and against all loss, damage, liabilities, claims, proceedings MJH/UKDP/UKM/92122642.1 (whether civil or criminal), penalties, actions, fines or other sanctions, judgments, costs and expenses that may arise or occur or that HSBC may sustain as a consequence of it entering into the Agreement or a Local Services Agreement); and (c) that the Guarantor’s liability under this guarantee and indemnity shall not be varied, diminished, prejudiced or discharged in any way by HSBC holding or taking any other or further securities or by granting any time or other indulgence to the Guarantor, the Supplier or any other guarantor or indemnifier or by any variation or alteration part of the terms debts, principals of the Agreement financing funds or by the Guarantor omitting to prove Creditor’s disbursement or maintain the corresponding interests thereof under any right of proof or enforce payment of any dividend or composition, and that the liquidation or insolvency of the Supplier shall not affect or determine the Guarantor’s liability hereunder. 2.2 The Guarantor's liability to HSBC shall not exceed the Supplier's liability to HSBC under the Agreement and the Local Services Agreements entered into pursuant to its terms. 2.3 In any proceedings brought by HSBC under this GuaranteePrinciple Contract, the Guarantor shall unconditionally and promptly pay all the due payable amounts owed by the Debtor to the Creditor. The Guarantor agrees that if a Principal Contract is under concurrent mortgage or pledge security provided by the Debtor or a third party, the Creditor shall be entitledentitled to determine the sequence of creditor’s rights at its own discretion and require the Guarantor to promptly pay all the due payable amounts owed by the Debtor without first exercising its rights over the security interests. In case that the Creditor waives the security interests or its right sequence, or alters the security interests, the Guarantor shall still assume the guarantee liabilities as prescribed under this Contract without any exemption. 4.2 The Guarantor shall cooperate with the Creditor in terms of the supervision and inspection of the Guarantor’s income and credit status (if the Guarantor is a natural person) / operational and financial status (if the Guarantor is not a natural person), and shall timely provide all the financial statements and other data and information requested by the Creditor, and shall ensure that the documents, data and information being provided are true, complete and accurate. 4.3 The Guarantor shall give a written notice to the Creditor at least thirty days before the occurrence of any of the following situations, and before all the creditor’s rights under each Principal Contract have been realized, the Guarantor shall not take any of the following actions unless it has obtained written approval from the Creditor: (a1) to rely on any limitation The Guarantor sells, gives as a gift, rents, lends, transfers, mortgages, pledges or otherwise disposes of liability in its major assets and all or the Agreementmajority of its assets; (b2) There are material changes to raise the equivalent rights in defense Guarantor’s operational system or ownership structure, including but not limited to contract operation, lease, joint operation, corporate system reform, joint-stock reform, business sale, merger (consolidation), equity (cooperative) joint venture, division, establishment of liability subsidiary, equity transfer, capital decrease, etc. 4.4 The Guarantor shall give a written notice to the Creditor within seven days upon the occurrence or possible occurrence of any of the following situations: (1) The Guarantor amends the articles of association, changes the items registered with the Administration for Industry and Commerce, such as the Supplier would enterprise name, legal representative, residence, mailing address or scope of business, or makes major decisions that will have had against HSBC and/or the relevant HSBC Contracting Party under the Agreement; andsubstantial impact on its finance or personnel; (c2) The Guarantor intends to rely file for bankruptcy or the Creditor has filed or may file for bankruptcy for the Guarantor; (3) The Guarantor is involved in material litigation, arbitration or administration measures, or its major assets have been imposed with enforcement measures, such as property preservation; (4) The Guarantor provides guarantee for any third party, which will have material adverse impact on its economic and financial position or its ability to perform its obligations under this Contract; (5) The Guarantor enters into any counterclaim contracts that will have material impact on its operational and financial position; (6) The Guarantor is faced with production stoppage, business discontinuation, dissolution, close-down for rectification, annulment or revocation of business license; (7) The Guarantor or its legal representative (officer in charge) or its key management personnel is in violation of laws and regulations or the Supplier may applicable stock exchange rules; (8) The Guarantor undergoes serious operational difficulties or deterioration of financial position or other incidents that have against HSBCnegative impact on the Guarantor’s operational and financial position, the ability to repay debts or its economic status; (9) There are major changes to the Guarantor’s employment or income, or there are changes to its residence or other way of contact (if the Guarantor is a natural person). 2.4 For 4.5 The Guarantor shall not exercise its right of recourse arising out of the purposes performance of this Guarantee, HSBC will be entitled to recover Contract against the losses of any HSBC Contracting Party Debtor or other Service Recipient as if such losses had been suffered by HSBC itselfguarantors until the Debtor has settled all the debts under each Principal Contract with the Creditor. 4.6 If the Debtor becomes the Guarantor’s shareholder or actual controlling party before the Debtor has repaid all the debts under each Principal Contract, the Guarantor shall promptly notify the Creditor of the same and provide the resolution of shareholder’s meeting (general meeting of shareholders) regarding the consent to provide guarantee.