Common use of GUARANTOR’S OBLIGATIONS Clause in Contracts

GUARANTOR’S OBLIGATIONS. 1. Each Guarantor: a. has reviewed this Amendment with counsel of it's choice, and accepts and consents to the terms of this Amendment and the transactions provided for herein; 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 of the terms provisions, agreements, conditions and undertakings contained in the Guaranty Agreement or any 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 and agrees to be bound by the terms thereof, and (ii) that it has been since October 5, 1994 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, 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 and is executing and delivering this 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 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 (which are reaffirmed by Guarantor), are a material inducement to Lender to enter into this Amendment, and that, but for the Guaranty Agreement, and the Guarantor's agreements as set forth herein, Lender would decline to enter into this Amendment; and i. shall deliver to Lender a certificate or certificates in form and substance satisfactory to it, dated as of the Amendment closing date and signed by the president or other authorized officer of the Guarantor, certifying that the conditions specified in this Amendment have been fulfilled, and "bringing down" the representations and warranties contained in the Guaranty Agreement.

GUARANTOR’S OBLIGATIONS. 1. Each Guarantor: a. has reviewed this Amendment with counsel of it's choice, and accepts and consents to the terms of this Amendment and the transactions provided for herein; 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 of the terms provisions, agreements, conditions and undertakings contained in the Guaranty Agreement or any 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 and agrees to be bound by the terms thereof, and (ii) that it has been since October 5, 1994 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, 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 and is executing and delivering this 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 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 (which are reaffirmed by Guarantor), are a material inducement to Lender to enter into this Amendment, and that, but for the Guaranty Agreement, and the Guarantor's agreements as set forth herein, Lender would decline to enter into this Amendment; and i. shall deliver to Lender a certificate or certificates in form and substance satisfactory to it, dated as of the Amendment closing date and signed by the president or other authorized officer of the Guarantor, certifying that the conditions specified in this Amendment have been fulfilled, and "bringing down" the representations and warranties contained in the Guaranty Agreement.Amendment

GUARANTOR’S OBLIGATIONS. 1‌ 7.1 The Guarantor guarantees to the Landlord the compliance by the Tenant with all the Tenant’s obligations in this Lease. Each GuarantorIf the Tenant defaults, the Guarantor must make good any losses suffered by the Landlord but will have no greater liability than that of the Tenant under this Lease. 7.2 If the Landlord in its absolute discretion notifies the Guarantor within three months after the date of any disclaimer of this Lease, the Guarantor must, within ten Business Days, at the Landlord’s option either: a. has reviewed 7.2.1 at the Guarantor’s own cost (including payment of the Landlord’s costs) accept the grant of a lease of the Premises:‌ (a) for a term starting and taking effect on the date of the disclaimer of this Amendment with counsel Lease; (b) ending on the date when this Lease would have ended if the disclaimer had not happened; (c) at the same rent and other sums payable under this Lease immediately before the disclaimer, subject to paragraph 7.3; (d) containing rent review dates on each Rent Review Date under this Lease that falls after the term commencement date of it's choicethe new lease; and (e) otherwise on the same terms and conditions as this Lease; or‌ 7.2.2 pay the Landlord any arrears of the Rents, the Outgoings and all other sums due under this Lease plus the amount equivalent to the total of the Rents, the Outgoings and all‌ 8 Exclude the wording in square brackets in the definition of “End Date” if clause 6.5 is included other sums due under this Lease that would be payable for the period of 6 months following the disclaimer. 7.3 If clause 7.2.1 applies, and accepts and consents to at the terms date of the disclaimer of this Amendment Lease there is outstanding an unconcluded rent review, then:‌ 7.3.1 on and from the grant of the lease, the Guarantor, as tenant, must pay rent at the same rate as was payable under this Lease immediately before the disclaimer; but 7.3.2 the Landlord and the transactions provided for herein; b. acknowledges and agrees that it receives material benefit and valuable consideration as a result Guarantor must agree or have determined the rent review of the transactions provided for herein or contemplated hereunder; c. ratifies and reaffirms the terms of its Guaranty Agreement, and all of the terms provisions, agreements, conditions and undertakings contained in the Guaranty Agreement or any of the Security Documents (as applicable to the Guarantor), all of which remain unmodified, except as modified herein Main Rent under and in full force and effect; d. acknowledges and confirms (i) its continuing obligations under the Guaranty Agreement and agrees to be bound by the terms thereof, and (ii) that it has been since October 5, 1994 and remains liable accordance 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, 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 and is executing and delivering this 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 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 (which are reaffirmed by Guarantor), are a material inducement Schedule 2 of this Lease; and 7.3.3 the Main Rent as so reviewed is to Lender to enter into this Amendment, and that, but for become the Guaranty Agreementmain rent under the lease, and the Guarantor's agreements , as set forth hereintenant, Lender would decline to enter into this Amendment; and i. shall deliver to Lender a certificate or certificates in form must pay the arrears of the reviewed rent on and substance satisfactory from the date of the grant of the lease to it. 7.4 If clause 7.2.2 applies then, dated as on receipt of the Amendment closing date and signed payment in full, the Landlord must release the Guarantor from its future obligations under this clause 7 (but that is not to affect the Landlord’s rights in relation to any prior breaches). 7.5 The Guarantor's liability is not to be reduced or discharged by: 7.5.1 any failure for any reason to enforce in full, or any delay in enforcement of, any right against, or any concession allowed to the Tenant or any third party; 7.5.2 any variation of this Lease (except that a surrender of part will end the Guarantor's future liability in respect of the surrendered part); 7.5.3 any death, incapacity, disability or change in the constitution, status, or name of the Tenant, the Guarantor or of any other person who is liable, or of the Landlord; or 7.5.4 anything else other than a release by the president or other authorized officer Landlord by deed. 7.6 The Guarantor must not claim in competition with the Landlord in the insolvency of the GuarantorTenant and must not take any security, certifying that indemnity or guarantee from the conditions specified Tenant in respect of the Tenant’s obligations under this Amendment have been fulfilled, and "bringing down" the representations and warranties contained in the Guaranty AgreementLease.]

GUARANTOR’S OBLIGATIONS. 1. Each The Guarantor: a. has reviewed this Amendment with counsel of it's choice, and accepts and consents as primary obligor, guarantees to the terms of this Amendment and Tenant [and, where applicable, to the transactions provided for herein; b. acknowledges and agrees Landlord] that it receives material benefit will indemnify the Tenant [and, where applicable, the Landlord] against all losses, costs, damages and valuable consideration as a result expenses caused to the Tenant [or, where applicable, Landlord] by the Guaranteed Party proposing or entering into any company voluntary arrangement, scheme of arrangement or other scheme having or purporting to have the transactions provided for herein effect of impairing, compromising or contemplated hereunder; c. ratifies and reaffirms the terms of its Guaranty Agreement, and releasing any or all of the terms provisionsobligations of the Guarantor in this Licence. If the Tenant in its absolute discretion notifies the Guarantor within three months after the date of any disclaimer of the Underlease, agreementsthe Guarantor must, within ten Business Days, at the Tenant’s option either: at the Guarantor’s own cost (including payment of the Tenant’s costs) accept the grant of an underlease of the Premises: for a term starting and taking effect on the date of the disclaimer of the Underlease; ending on the date when the Underlease would have ended if the disclaimer had not happened; at the same rent and other sums payable; containing a rent review date on the term commencement date of the new lease if there is a rent review under the Underlease that falls before that term commencement date that has not been concluded (but with the rent being reviewed as at the date of the unconcluded rent review); containing rent review dates on each rent review date under the Underlease that falls on or after the term commencement date of the new lease; and otherwise on the same obligations and conditions and undertakings contained in the Guaranty Agreement Underlease;7 or pay the Tenant any arrears of the Security Documents (as applicable Rents, outgoings and any other sums payable under the Underlease plus the amount equivalent to the Guarantor), all total of which remain unmodified, except as modified herein and in full force and effect; d. acknowledges and confirms (i) its continuing obligations under those sums due that would have been payable for the Guaranty Agreement and agrees to be bound period of 6 months following the disclaimer had there been no such disclaimer.8 Where the guarantee has been given by the terms thereofAssignee’s Guarantor, and (ii) that it has been since October 5, 1994 and remains liable with respect references in paragraph 1.2 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, including Advances from and after the Amendment closing date, and to all Indebtedness, including Indebtedness arising pursuant to this Amendment; f. is fully aware disclaimer of the financial and other conditions Underlease will include references to the forfeiture of the Debtor and is executing and delivering this 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 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, Underlease and the provisions Assignee being struck off the register of its Guaranty Agreement (which are reaffirmed by Guarantor), are a material inducement to Lender to enter into this Amendment, and that, but for the Guaranty Agreement, and the Guarantor's agreements as set forth herein, Lender would decline to enter into this Amendment; and i. shall deliver to Lender a certificate or certificates in form and substance satisfactory to it, dated as of the Amendment closing date and signed by the president or other authorized officer of the Guarantor, certifying that the conditions specified in this Amendment have been fulfilled, and "bringing down" the representations and warranties contained in the Guaranty Agreementcompanies.

GUARANTOR’S OBLIGATIONS. 1. Each 7.1 The Guarantor, as primary obligor, guarantees to the Landlord that: a. has reviewed 7.1.1 the Tenant will comply with all the Tenant’s obligations in this Amendment Lease. If the Tenant defaults, the Guarantor will itself comply with counsel of it's choicethose obligations and will indemnify the Landlord against all losses, costs, damages and accepts and consents expenses caused to the terms Landlord by that default; and 7.1.2 it will indemnify the Landlord against all losses, costs, damages and expenses caused to the Landlord by the Tenant proposing or entering into any company voluntary arrangement, scheme of this Amendment and arrangement or other scheme having or purporting to have the transactions provided for herein; b. acknowledges and agrees that it receives material benefit and valuable consideration as a result effect of the transactions provided for herein impairing, compromising or contemplated hereunder; c. ratifies and reaffirms the terms of its Guaranty Agreement, and releasing any or all of the terms provisions, agreements, conditions and undertakings contained in the Guaranty Agreement or any obligations of the Security Documents (as applicable to Guarantor in this clause 7. 7.2 If the Landlord in its absolute discretion notifies the Guarantor within three months after the date of any disclaimer or forfeiture of this Lease or the Tenant being struck off the register of companies, the Guarantor must, within ten Business Days, at the Landlord’s option either: 7.2.1 at the Guarantor), all ’s own cost (including payment of which remain unmodified, except as modified herein the Landlord’s costs) accept the grant of a lease of the Premises: (a) for a term starting and in full force and effecttaking effect on the date of the disclaimer or forfeiture of this Lease or the Tenant being struck off the register of companies; d. acknowledges and confirms (ib) its continuing obligations under ending on the Guaranty Agreement and agrees to be bound by date when this Lease would have ended if the terms thereofdisclaimer, and (ii) that it has been since October 5, 1994 and remains liable with respect to the guaranteed Indebtedness as defined and provided in its Guaranty Agreementforfeiture or striking-off had not happened; e. acknowledges (c) at the same rent and agrees other sums payable; (d) containing a rent review date on the term commencement date of the new lease if there is a rent review under this Lease that falls before that term commencement date that has not been concluded (but with the guaranteed Indebtedness encompasses and apply to all Advances, including Advances from and rent being reviewed as at the date of the unconcluded rent review); (e) containing rent review dates on each Rent Review Date under this Lease that falls on or after the Amendment closing date, and to all Indebtedness, including Indebtedness arising pursuant to this Amendment; f. is fully aware term commencement date of the financial and other conditions of the Debtor and is executing and delivering this 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 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 (which are reaffirmed by Guarantor), are a material inducement to Lender to enter into this Amendment, and that, but for the Guaranty Agreement, and the Guarantor's agreements as set forth herein, Lender would decline to enter into this Amendmentnew lease; and i. shall deliver to Lender a certificate or certificates in form (f) otherwise on the same terms and substance satisfactory to it, dated conditions as this Lease; or 7.2.2 pay the Landlord any arrears of the Amendment closing date Rents, the Outgoings and signed all other sums due under this Lease plus the amount equivalent to the total of the Rents, the Outgoings and all other sums due under this Lease that would have been payable for the period 7.3 If clause 7.2.2 applies then, on receipt of the payment in full, the Landlord must release the Guarantor from its future obligations under this clause 7 (but that will not affect the Landlord’s rights in relation to any prior breaches). 7.4 The Guarantor’s liability will not be reduced or discharged by: 7.4.1 any failure for any reason to enforce in full, or any delay in enforcement of, any right against, or any concession allowed to the Tenant or any third party; 7.4.2 any variation of this Lease (except that a surrender of part will end the Guarantor’s future liability in respect of the surrendered part); 7.4.3 any right to set-off or counterclaim that the Tenant or the Guarantor may have; 7.4.4 any death, incapacity, disability or change in the constitution or status of the Tenant, the Guarantor or of any other person who is liable, or of the Landlord; 7.4.5 any amalgamation or merger by any party with any other person, any restructuring or the acquisition of the whole or any part of the assets or undertaking of any party by any other person; 7.4.6 the existence or occurrence in relation to the Guarantor of any matter referred to in any of clauses 6.1.2(c) to 6.1.2(h); or 7.4.7 anything else other than a release by the president or other authorized officer Landlord by deed. 7.5 The Guarantor must not claim in competition with the Landlord in the insolvency of the GuarantorTenant and must not take any security, certifying that indemnity or guarantee from the conditions specified Tenant in respect of the Tenant’s obligations under this Lease. 7.6 Nothing in this Amendment clause 7 may impose any liability on the Guarantor that exceeds the liability that it would have been fulfilled, and "bringing down" had were it the representations and warranties contained in the Guaranty Agreementtenant of this Lease.]

GUARANTOR’S OBLIGATIONS. 1. Each 7.1 The Guarantor, as primary obligor, guarantees to the Landlord that: a. has reviewed 7.1.1 the Tenant will comply with all the Tenant’s obligations in this Amendment Lease. If the Tenant defaults, the Guarantor will itself comply with counsel of it's choicethose obligations and will indemnify the Landlord against all losses, costs, damages and accepts and consents expenses caused to the terms Landlord by that default; and 7.1.2 it will indemnify the Landlord against all losses, costs, damages and expenses caused to the Landlord by the Tenant proposing or entering into any company voluntary arrangement, scheme of this Amendment and arrangement or other scheme having or purporting to have the transactions provided for herein; b. acknowledges and agrees that it receives material benefit and valuable consideration as a result effect of the transactions provided for herein impairing, compromising or contemplated hereunder; c. ratifies and reaffirms the terms of its Guaranty Agreement, and releasing any or all of the terms provisions, agreements, conditions and undertakings contained in the Guaranty Agreement or any obligations of the Security Documents Guarantor in this clause 7. 7.2 If the Landlord in its absolute discretion requires, and if the Landlord notifies the Guarantor of this requirement within three months after the date of any disclaimer or forfeiture of this Lease or the Tenant being struck off the register of companies, the Guarantor must within 10 Business Days (at the Landlord’s absolute discretion) either: 7.2.1 at the Guarantor’s own cost (including payment of the Landlord’s costs) accept the grant of a lease of the Premises (a) for a term starting and taking effect on the date of the disclaimer or forfeiture of this Lease; (b) ending on the date when this Lease would have ended if the disclaimer or forfeiture had not happened; (c) at the same rent (unless there is a rent review due or one becomes due before completion of the new lease, in which case the rent will be that which would have been agreed or decided under this Lease) and other sums payable; (d) containing rent review dates on each unimplemented rent review date under this Lease that falls after the term commencement date of the new lease; and (e) otherwise on the same terms and conditions as applicable this Lease; or 7.2.2 pay the Landlord any arrears of the Rents, the Outgoings and all other sums due under this Lease plus the amount equivalent to the total of the Rents, the Outgoings and all other sums due under this Lease that would be payable for the period of six months following the disclaimer or forfeiture. 7.3 If the Landlord requires payment under clause 7.2.2 then, on receipt of the payment in full, the Landlord must release the Guarantor from its future obligations under this clause 7 (but that will not affect the Landlord’s rights in relation to any prior breaches by the Guarantor). 7.4 The Guarantor’s liability will not be reduced or discharged by: 7.4.1 any failure for any reason to enforce in full, all of which remain unmodifiedor any delay in enforcement of, except as modified herein and in full force and effectany right against, or any concession allowed to the Tenant or any third party; d. acknowledges 7.4.2 any variation of this Lease (except that a surrender of part will end the Guarantor’s future liability in respect of the surrendered part); 7.4.3 any right to set-off or counterclaim that the Tenant or the Guarantor may have; 7.4.4 any death, incapacity, disability or change in the constitution, status, or name of the Tenant, the Guarantor or of any other person who is liable, or of the Landlord; 7.4.5 any amalgamation or merger by any party with any other person, any restructuring or the acquisition of the whole or any part of the assets or undertaking of any party by any other person; 7.4.6 the existence or occurrence in relation to the Guarantor of any matter referred to in any of clauses 6.1.2(c) to 6.1.2(h); or 7.4.7 anything else other than a release by the Landlord by deed. 7.5 The Guarantor must not claim in competition with the Landlord in the insolvency of the Tenant and confirms (i) its continuing must not take any security, indemnity or guarantee from the Tenant in respect of those Tenant’s obligations under the Guaranty Agreement and agrees to be bound by the terms thereof, and (ii) that it has been since October 5, 1994 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, 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 and is executing and delivering this 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 V(1)(i) hereof reaffirms, restates and incorporates by this reference Lease until all of the representations, warranties and covenants made Tenant’s indebtedness to the Landlord has been discharged in its Guaranty Agreement as if full. 7.6 Nothing in this clause 7 may impose any liability on the same Guarantor that exceeds the liability that it would have had were made as it the tenant of this date; h. acknowledges that its agreements, consents and acknowledgments contained herein, and the provisions of its Guaranty Agreement (which are reaffirmed by Guarantor), are a material inducement to Lender to enter into this Amendment, and that, but for the Guaranty Agreement, and the Guarantor's agreements as set forth herein, Lender would decline to enter into this Amendment; and i. shall deliver to Lender a certificate or certificates in form and substance satisfactory to it, dated as of the Amendment closing date and signed by the president or other authorized officer of the Guarantor, certifying that the conditions specified in this Amendment have been fulfilled, and "bringing down" the representations and warranties contained in the Guaranty AgreementLease.

GUARANTOR’S OBLIGATIONS. 1. Each The Guarantor: a. has reviewed the Fourth Amendment Commitment Letter and this Fourth Amendment with counsel of it's choice, and accepts and consents to the terms of this Fourth Amendment and the transactions provided for herein; 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 AgreementGuaranty, and all of the terms provisions, agreements, conditions and undertakings contained in the Guaranty Agreement or any of the Security Loan Documents (as applicable to the Guarantor), all of which remain unmodified, unmodified except as modified herein and in full force and effect; d. acknowledges and confirms (i) its continuing obligations under the Guaranty Agreement and agrees to be bound by the terms thereof, and (ii) that it has been since October 5July 31, 1994 1991 and remains liable with respect to the guaranteed Indebtedness Obligations as defined and provided in its Guaranty Agreementthe Guaranty; e. acknowledges and agrees that the guaranteed Indebtedness encompasses Obligations encompass and apply to all Advances, including Advances from and after the Fourth Amendment closing date, and to all IndebtednessObligations, including Indebtedness Obligations arising pursuant to this Fourth Amendment; f. is fully aware of the financial and other conditions of the Debtor Borrower and the SPR Subdivision, and is executing and delivering this Fourth 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 V(1)(iIV(1)(i) hereof reaffirms, restates and incorporates by this reference all of the representations, warranties and covenants made in its the 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 the Guaranty Agreement (which are reaffirmed by Guarantor), are a material inducement to Lender to enter into this Fourth Amendment, and that, but for the Guaranty AgreementGuaranty, and the Guarantor's agreements as set forth herein, Lender would decline to enter into this Fourth Amendment; and i. shall deliver to Lender a certificate or certificates in form and substance satisfactory to it, dated as of the Fourth Amendment closing date Closing Date and signed by the president or other authorized officer of the Guarantor, certifying that the conditions specified in this Fourth Amendment have been fulfilled, and "bringing down" the representations and warranties contained in the Guaranty AgreementGuaranty.

GUARANTOR’S OBLIGATIONS. 1. Each Guarantor: a. has reviewed this Amendment with counsel of it's choice, and accepts and consents to the terms of this Amendment and the transactions provided for herein; 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 of the terms provisions, agreements, conditions and undertakings contained in the Guaranty Agreement or any 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 and agrees to be bound by the terms thereof, and (ii) that it has been since October 5December 17, 1994 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, 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 and is executing and delivering this 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 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 (which are reaffirmed by Guarantor), are a material inducement to Lender to enter into this Amendment, and that, but for the Guaranty Agreement, and the Guarantor's agreements as set forth herein, Lender would decline to enter into this Amendment; and i. shall deliver to Lender a certificate or certificates in form and substance satisfactory to it, dated as of the Amendment closing date February 1, 2001 and signed by the president or other authorized officer of the Guarantor, certifying that the conditions specified in this Amendment have been fulfilled, and "bringing down" the representations and warranties contained in the Guaranty Agreement.

GUARANTOR’S OBLIGATIONS. 1. Each 7 1.1 The Guarantor: a. has reviewed this Amendment with counsel of it's choice, and accepts and consents as primary obligor, guarantees to the terms of this Amendment and Tenant [and, where applicable, to the transactions provided for herein; b. acknowledges and agrees Landlord] that it receives material benefit will indemnify the Tenant [and, where applicable, the Landlord] against all losses, costs, damages and valuable consideration as a result expenses caused to the Tenant [or, where applicable, Landlord] by the Guaranteed Party proposing or entering into any company voluntary arrangement, scheme of arrangement or other scheme having or purporting to have the transactions provided for herein effect of impairing, compromising or contemplated hereunder; c. ratifies and reaffirms the terms of its Guaranty Agreement, and releasing any or all of the terms provisionsobligations of the Guarantor in this Licence. 7 1.2 If the Tenant in its absolute discretion requires, agreementsand if the Tenant notifies the Guarantor of this requirement within three months after the date of any disclaimer of the Underlease, the Guarantor must within ten Business Days (at the Tenant’s option) either: 7 1.2.1 at the Guarantor’s own cost (including payment of the Tenant’s costs) accept the grant of an underlease of the Premises: 7 (a) for a term starting and taking effect on the date of the disclaimer of the Underlease; 7 (b) ending on the date when the Underlease would have ended if the disclaimer had not happened; 7 (c) at the same rent (unless there is a rent review due or one becomes due before completion of the new lease, in which case the rent will be that which would have been agreed or decided under the Underlease) and other sums payable; 7 (d) containing rent review dates on each unimplemented rent review date under the Underlease that falls after the term commencement date of the new lease; and 7 (e) otherwise on the same obligations and conditions and undertakings contained in the Guaranty Agreement Underlease; or 7 1.2.2 pay the Tenant any arrears of the Security Documents (as applicable Rents, outgoings and any other sums payable under the Underlease plus the amount equivalent to the Guarantor), all total of which remain unmodified, except as modified herein and in full force and effect;those sums due that would be payable for the period of 6 months following the disclaimer. 7 d. acknowledges and confirms (i) its continuing obligations under 1.3 Where the Guaranty Agreement and agrees to be bound guarantee has been given by the terms thereofAssignee’s Guarantor, and (ii) that it has been since October 5, 1994 and remains liable with respect references in paragraph 1.2 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, including Advances from and after the Amendment closing date, and to all Indebtedness, including Indebtedness arising pursuant to this Amendment; f. is fully aware disclaimer of the financial and other conditions Underlease will include references to the forfeiture of the Debtor and is executing and delivering this 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 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 (which are reaffirmed by Guarantor), are a material inducement to Lender to enter into this Amendment, and that, but for the Guaranty Agreement, and the Guarantor's agreements as set forth herein, Lender would decline to enter into this Amendment; and i. shall deliver to Lender a certificate or certificates in form and substance satisfactory to it, dated as of the Amendment closing date and signed by the president or other authorized officer of the Guarantor, certifying that the conditions specified in this Amendment have been fulfilled, and "bringing down" the representations and warranties contained in the Guaranty Agreement.Underlease. 7

GUARANTOR’S OBLIGATIONS. 1. Each Guarantor: a. has reviewed this Amendment with counsel of it's choice, and accepts and consents to the terms of this Amendment and the transactions provided for herein; 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 of the terms provisions, agreements, conditions and undertakings contained in the Guaranty Agreement or any 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 and agrees to be bound by the terms thereof, and (ii) that it has been since October 5, 1994 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, 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 and is executing and delivering this 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 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 (which are reaffirmed by Guarantor), are a material inducement to Lender to enter into this Amendment, and that, but for the Guaranty Agreement, and the Guarantor's agreements as set forth herein, Lender would decline to enter into this Amendment; and i. shall deliver to Lender a certificate or certificates in form and substance satisfactory to it, dated as of the Amendment closing date Effective Date and signed by the president or other authorized officer of the Guarantor, certifying that the conditions specified in this Amendment have been fulfilled, and "bringing down" the representations and warranties contained in the Guaranty Agreement.