Common use of Guaranty Clause in Contracts

Guaranty. 9.5.1 Guarantor, in order to induce the Sellers to execute and deliver this Agreement, hereby absolutely, unconditionally and irrevocably, as primary obligor and not merely as surety, guarantees each and every covenant, agreement and other obligation of the Purchasers, including (i) the due, punctual and full payment of all amounts due and payable by the Purchasers to the Sellers under or arising out of this Agreement and (ii) the due and punctual performance, when and as due, of all obligations of the Purchasers under or arising out of this Agreement, in each case, subject to any and all limitations under this Agreement and the Purchase Agreement on the Purchasers’ covenants, agreements and other obligations hereunder. The Sellers shall be entitled to enforce any and all of the Purchasers’ obligations under this Agreement directly against Guarantor and the liability of Guarantor for such obligations shall be joint and several with the liability of the Purchasers for such obligations hereunder. 9.5.2 This Guaranty is a guarantee of payment and performance, and not of collection, and Guarantor acknowledges and agrees that this Guaranty is full and unconditional, and no release or extinguishment of the Purchasers’ liabilities (other than in accordance with the terms of this Agreement or the Purchase Agreement), whether by decree in any bankruptcy Proceeding or otherwise, will affect the continuing validity and enforceability of this Guaranty. The Purchasers hereby waives any right to require the Sellers, as a condition of payment or performance by the Purchasers of any obligations of the Purchasers hereunder, to proceed against the Purchasers or pursue any other remedy whatsoever in the event that the Purchasers fails to perform its obligations hereunder. 9.5.3 Guarantor represents and warrants to the Sellers that (i) Guarantor is duly organized and validly existing under the Laws of Australia, and has full corporate power and authority to execute and deliver this Guaranty, and to perform its obligations hereunder, (ii) the execution, delivery and performance by Guarantor have been approved by the requisite corporate action, (iii) no other action on the part of Guarantor (or its equityholders) is necessary to authorize the execution, delivery and performance by Guarantor of this Guaranty, and (iv) this Guaranty has been duly executed and delivered by Guarantor and, assuming the due authorization, execution and delivery of this Agreement by the parties hereto, will be legal, valid and binding obligations of Guarantor enforceable in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Guaranty. 9.5.1 Guarantor, in order to induce the Sellers to execute and deliver this Agreement, (a) Guarantor hereby absolutely, unconditionally and irrevocably, as primary obligor absolutely and not merely as surety, unconditionally guarantees each and every covenant, agreement and other obligation of the Purchasers, including to Sellers (i) the due, punctual and full payment of all amounts due and payable by the Purchasers to the Sellers under or arising out of this Agreement and (ii) the due and punctual performance, when and as due, of all obligations obligations, covenants and agreements of the Purchasers Purchaser arising under or arising out of pursuant to this Agreement; (ii) the accuracy of Purchaser’s representations and warranties set forth herein; and (iii) the punctual payment of all sums, in each caseif any, subject to any now or hereafter owed by Purchaser under and all limitations under this Agreement and the Purchase Agreement on the Purchasers’ covenants, agreements and other obligations hereunder. The Sellers shall be entitled to enforce any and all of the Purchasers’ obligations under this Agreement directly against Guarantor and the liability of Guarantor for such obligations shall be joint and several with the liability of the Purchasers for such obligations hereunder. 9.5.2 This Guaranty is a guarantee of payment and performance, and not of collection, and Guarantor acknowledges and agrees that this Guaranty is full and unconditional, and no release or extinguishment of the Purchasers’ liabilities (other than in accordance with the terms of this Agreement or Agreement, including the Purchase Agreement), whether by decree in any bankruptcy Proceeding or otherwise, will affect the continuing validity and enforceability of this Guaranty. The Purchasers hereby waives any right to require the Sellers, as a condition of payment or performance by the Purchasers of any obligations of the Purchasers hereunderPurchaser pursuant to Section 2.1 (the matters set forth in clauses (i), to proceed against the Purchasers or pursue any other remedy whatsoever in the event that the Purchasers (ii), and (iii), collectively, “Guaranteed Obligations”). (b) If Purchaser fails to perform any of the Guaranteed Obligations, then Guarantor shall itself be jointly and severally liable for the Guaranteed Obligations and shall perform or take whatever steps as may be necessary to procure performance of the same. (c) Notwithstanding any other provision of this Section 6.13, nothing herein shall be construed as imposing greater obligations or Liabilities on Guarantor than for which Purchaser itself would be liable under this Agreement or obliging Guarantor to indemnify and hold harmless Sellers against any losses, costs, or expenses for which Purchaser itself would not be liable under this Agreement, except as set forth in this Section 6.13, including Section 6.13(f) and Section 6.13(h). (d) The obligations of Sellers under this Agreement shall conclusively be deemed to have been created, contracted, or incurred in reliance upon this Section 6.13 and all dealings between Sellers and Purchaser shall likewise be conclusively presumed to have been consummated in reliance upon this Section 6.13. (e) Guarantor’s obligations hereunder shall not be affected by any facts or circumstances that might constitute a legal or equitable bar, discharge or defense to any Guaranteed Obligations available to Guarantor but not available to Purchaser, and Guarantor hereby expressly waives and renounces any and all such bars, discharges and defenses. (f) The guarantee by Guarantor contained herein shall be a continuing guarantee, shall remain in full force and effect and shall continue to be enforceable by Sellers until the performance by Purchaser of all of the Guaranteed Obligations (notwithstanding any change, restructuring, bankruptcy, insolvency or termination of the corporate structure or existence of any Seller or any of its Subsidiaries) and that upon completion of all of the Guaranteed Obligations, this guarantee shall terminate automatically and Guarantor shall stand discharged of all of its obligations hereunderunder this guarantee. Guarantor shall indemnify Sellers for any costs and expenses incurred by Sellers in enforcing this Section 6.13, including the fees and expenses of counsel and other Advisors of Sellers in the investigation and prosecution of any Action with respect hereto. Guarantor’s obligations under this Section 6.13 shall not be terminated, modified, affected or impaired by reason of any relief or discharge of Purchaser from any of Purchaser’s respective obligations in bankruptcy or similar proceedings, or by liquidation or dissolution. 9.5.3 (g) The liability of Guarantor represents under this Section 6.13 shall be unlimited and warrants to the Sellers that unconditional, and this Section 6.13 shall be a continuing guaranty. (ih) Guarantor is duly organized hereby makes the representations and validly existing under the Laws of Australiawarranties set forth in Article IV as to itself, and has full corporate power such representations and authority to execute and deliver this Guaranty, and to perform its obligations hereunder, (ii) the execution, delivery and performance by warranties shall apply mutatis mutandis as if Guarantor have been approved by the requisite corporate action, (iii) no other action on the part of Guarantor (or its equityholders) is necessary to authorize the execution, delivery and performance by Guarantor of this Guaranty, and (iv) this Guaranty has been duly executed and delivered by Guarantor and, assuming the due authorization, execution and delivery of this Agreement by the parties hereto, will be legal, valid and binding obligations of Guarantor enforceable in accordance with its terms, subject to the Bankruptcy and Equity Exceptionwere substituted for Purchaser therein.

Guaranty. 9.5.1 Guarantor, in order to induce the Sellers to execute and deliver this Agreement, hereby absolutely, unconditionally and irrevocably, as primary obligor and not merely as surety, guarantees each and every covenant, agreement and other obligation All of the Purchasers, including (i) the due, punctual and full payment of all amounts due and payable by the Purchasers to the Sellers under or arising out of this Agreement and (ii) the due and punctual performance, when and as due, of all obligations of the Purchasers under or arising out of this Agreement, in each case, subject to any and all limitations under this Agreement and the Purchase Agreement on the Purchasers’ covenants, agreements and other obligations hereunder. The Sellers shall be entitled to enforce any and all of the Purchasers’ PRODUCER’s obligations under this Agreement directly against are guaranteed by M2 P2 (the “M2 P2 Guarantor”) and all of PRODUCER’s obligations under this Agreement are guaranteed by Gxxxx XxXxxxxxxx (the “Limited Guarantor”) (the Limited Guarantor and the M2 P2 Guarantor are collectively the “Guarantors”). Notwithstanding anything to the contrary herein, the guaranty of the Limited Guarantor is limited to the maximum liability of $* and in no event shall HORMEL FOODS seek recovery from nor shall the Limited Guarantor for such have liability hereunder and/or under any other agreement with HORMEL FOODS, its parent company or any of its subsidiaries, affiliate or other related entity of HORMEL FOODS in excess of $*. Should the Limited Guarantor cease providing services to M2 P2, M2 P2 will nominate a person to take the place of and fulfill Limited Guarantor’s obligations shall be joint and several with the liability of the Purchasers for such obligations hereunder. 9.5.2 This Guaranty is a guarantee of payment and performance, and not of collection, and Guarantor acknowledges and agrees that under this Guaranty is full (the “Replacement Guarantor”). If HORMEL FOODS approves such Replacement Guarantor, such approval not to be unreasonably withheld, Replacement Guarantor will be released from this guaranty upon Replacement Guarantor’s execution of a guaranty, the substance and unconditionalform of which are satisfactory to HORMEL FOODS. The Guarantors must execute this Agreement. In consideration of and as a material inducement to HORMEL FOODS to enter into this Agreement with PRODUCER (for purposes of this guaranty, “this Agreement” will include this Agreement and no release or extinguishment any modification, extension and amendment of this Agreement), the Purchasers’ liabilities Guarantors agree as follows: (other than a) The Guarantors hereby guarantee that PRODUCER will satisfactorily perform under this Agreement in accordance with all the terms and conditions of the Agreement. If PRODUCER defaults in performance of its obligations under this Agreement Agreement, the Guarantors will be liable for any and all liabilities, losses, damages, claims, judgments, costs and expenses (including without limitation reasonable attorneys’ fees) incurred by HORMEL FOODS in connection with * Material has been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission. PRODUCER’S default, including any costs of collection from the Guarantors (including without limitation reasonable attorneys’ fees) incurred by HORMEL FOODS (the “Obligations”). (b) This guaranty is an absolute, unconditional and continuing guaranty and will terminate only on the satisfaction of each and every obligation of PRODUCER under this Agreement, including without limitation Irrevocable Payment and performance in full of the PRODUCER’s Obligations. If any payment is subsequently set aside or required to be returned for any reason, the Purchase Agreement)Obligations to which such payment was applied shall be deemed to have continued in existence and this guaranty shall be enforceable as to such Obligations. (c) The Guarantors hereby expressly waive (1) all demands and notices of any kind with respect to any or all of the Obligations, whether provided for by decree in any bankruptcy Proceeding agreement, law or otherwise; (2) any and all rights to cause a marshalling of the PRODUCER’s assets or to cause HORMEL FOODS to proceed against any security or other recourse it may have for the Obligations; and (3) any requirements that HORMEL FOODS institute any action or proceeding at law or in equity, will affect the continuing validity and enforceability of this Guaranty. The Purchasers hereby waives or obtain any right to require the Sellersjudgment, against PRODUCER or any other person, as a condition of payment precedent to making demand on, or performance by bringing an action or obtaining and/or enforcing a judgment against, the Purchasers of any obligations of the Purchasers hereunder, to proceed against the Purchasers or pursue any other remedy whatsoever in the event Guarantors upon this guaranty except that the Purchasers fails Guarantors shall have the right to perform its obligations hereundercontest liability hereunder based on defenses to the Obligations in an action or proceeding at law or in equity. 9.5.3 Guarantor represents and warrants (d) This guaranty will inure to the Sellers that (i) Guarantor is duly organized benefit of HORMEL FOODS and validly existing under the Laws of Australiaits successors and assigns, and has will be binding upon the Guarantors and their heirs, successors and assigns. (e) The Guarantors shall not exercise any right of subrogation until after Irrevocable Payment in full corporate power and authority in cash of all of PRODUCER’s Obligations. (f) The Guarantors agrees that all disputes in any way related to execute and deliver this Guaranty, and to perform its obligations hereunder, (ii) the execution, delivery and performance by Guarantor have been approved by the requisite corporate action, (iii) no other action on the part of Guarantor (or its equityholders) is necessary to authorize the execution, delivery and performance by Guarantor guaranty shall be arbitrated in accordance with Section 27 of this Guaranty, and Agreement. (ivg) this Guaranty has been duly executed and delivered by Guarantor and, assuming the due authorization, execution and delivery Any provisions of this Agreement which by their terms have or may have application to this Guaranty or the parties hereto, Guarantors will be legal, valid and binding obligations of Guarantor enforceable in accordance with its terms, subject deemed to the Bankruptcy extent of such application to apply to this Guaranty and Equity Exceptionto the Guarantors. Examples of such provisions are the Sections titled “PRODUCER’S Obligations,” “Remedies,” “Indemnity,” “Right of Offset,” “Assignment/Binding Effect,” “Governing Law,” “Jurisdiction and Venue,” “Mediation,” “Authorization” and “Waiver of Jury Trial.”

Guaranty. 9.5.1 Guarantor(a) Subject to the conditions and limitations as set forth below, in order to induce the Sellers to execute and deliver this Agreement, Guarantor hereby absolutely, irrevocably and unconditionally and irrevocablyguarantees, as primary obligor principal and not merely as surety, guarantees each to Purchaser and every covenantits successors, agreement and other obligation of the Purchasers, including (i) the due, punctual and full payment of all amounts due and payable by the Purchasers to the Sellers under or arising out of this Agreement and (ii) the due and punctual performance, when and as due, payment of all monetary obligations of the Purchasers under or arising out of this Agreement, in each case, subject payable by Seller to any and all limitations Purchaser under this Agreement and the Purchase Agreement on Transaction Documents (the Purchasers’ covenants, agreements and other obligations hereunder. The Sellers shall be entitled to enforce any and all of the Purchasers’ guaranty obligations under this Section 14.17, collectively, the “Guarantied Obligations”); provided, however, that in no event shall the Guarantor’s liability to Purchaser and its successors with respect to the transactions contemplated by this Agreement directly against Guarantor and the liability Transaction Documents or otherwise exceed an amount in excess of $100,000,000 (the “Guaranty Cap”). The obligations of Guarantor under this Section 14.17 with respect to any obligation of Seller hereunder shall terminate and be of no further force or effect upon the expiration or termination of the applicable obligation of Seller hereunder. Purchaser acknowledges that neither Purchaser nor any of Purchaser’s successors shall have any right to recover any amount in excess of the Guaranty Cap from the Guarantor hereunder as the result of, in connection with or arising from the Guarantied Obligations and hereby waives any right that it may have in law or in equity to recover amounts from the Guarantor in excess of the Guaranty Cap with respect to the Guarantied Obligations, except for such obligations shall be joint and several any amounts in excess of the Guaranty Cap that arise from Seller’s or, prior to the Closing, the Company’s fraud or intentional misrepresentation in connection with the liability of the Purchasers for such obligations hereundertransactions contemplated by this Agreement or any other Transaction Document. 9.5.2 This Guaranty is a guarantee of payment (b) The Guarantor guarantees that the Guarantied Obligations will be duly and performance, and not of collection, and Guarantor acknowledges and agrees that this Guaranty is full and unconditional, and no release or extinguishment of the Purchasers’ liabilities (other than punctually paid in accordance with the terms of this Agreement, subject to the Guaranty Cap. If for any reason Seller shall fail or be unable duly and punctually to pay any Guarantied Obligation as and when the same shall become due, then the Guarantor shall, subject to the terms and conditions of this Agreement, forthwith duly and punctually pay such Guarantied Obligation, subject to the Guaranty Cap. (c) The Guarantor hereby unconditionally waives (i) any and all notices, including promptness, diligence, notice of acceptance of this Agreement and any other notice with respect to any of the Guarantied Obligations and this Agreement, (ii) any presentment, demand, performance, protest, notice of non-payment as the same pertains to Seller or the Purchase Agreement)Company, whether suit or the taking of other action by decree in Purchaser against, and any bankruptcy Proceeding other notice to, Seller or otherwisethe Company, will affect the continuing validity and enforceability Guarantor or others with respect to any of this Guaranty. The Purchasers hereby waives the Guarantied Obligations, (iii) any right to require the Sellers, as a condition of payment or performance by the Purchasers of any obligations of the Purchasers hereunder, Purchaser to proceed against either Seller or the Purchasers Company or to exhaust any security held by Purchaser or to pursue any other remedy whatsoever with respect to any of the Guarantied Obligations, (iv) any defense based upon an election of remedies by Purchaser, unless the same would excuse performance by the Company and Seller under this Agreement with respect to any of the Guarantied Obligations, and (v) any duty of Purchaser to advise the Guarantor of any information known to Purchaser regarding Seller or the Company or their respective ability to perform under this Agreement with respect to any of the Guarantied Obligations. Purchaser may at any time and from time to time without notice to or consent of the Guarantor and without impairing or releasing the obligations of the Guarantor hereunder, with respect to any of the Guarantied Obligations, (A) agree with Seller to make any change in the event that terms of the Purchasers fails Guarantied Obligations, (B) take or fail to perform its obligations hereundertake any action of any kind in respect of any security for the Guarantied Obligations, (C) exercise or refrain from exercising any rights against Seller or others, or (D) compromise or subordinate the Guarantied Obligations, including any security therefor. Any other suretyship defenses are hereby waived by the Guarantor with respect to any of the Guarantied Obligations. 9.5.3 Guarantor represents and warrants (d) The provisions of this Section 14.17 shall continue to be effective or be reinstated, as the Sellers that case may be, if (i) Guarantor is duly organized and validly existing under the Laws of Australia, and has full corporate power and authority to execute and deliver this Guaranty, at any time and to perform its obligations hereunderthe extent that any payment of any of the Guarantied Obligations is rescinded or must otherwise be returned by the payee thereof upon the insolvency, bankruptcy, reorganization or similar event of Seller or the Guarantor, all as though such payment had not been made or (ii) the executionobligations of the Guarantor under this Section 14.17, delivery with respect to any of the Guarantied Obligations, are released in consideration of a payment of money or transfer of property by Seller or any other Person and performance by Guarantor have been approved to the extent that such payment, transfer or grant is rescinded or must otherwise be returned by the requisite corporate actionrecipient thereof upon the insolvency, (iii) no other action on bankruptcy, reorganization or similar event of Seller or the part of Guarantor (Guarantor, all as though such payment, transfer or its equityholders) is necessary to authorize the execution, delivery and performance by Guarantor of this Guaranty, and (iv) this Guaranty has grant had not been duly executed and delivered by Guarantor and, assuming the due authorization, execution and delivery of this Agreement by the parties hereto, will be legal, valid and binding obligations of Guarantor enforceable in accordance with its terms, subject to the Bankruptcy and Equity Exceptionmade.

Guaranty. 9.5.1 GuarantorSubject to the provisions hereof, in order to induce the Sellers to execute and deliver this Agreement, Guarantor hereby absolutely, unconditionally and irrevocably, as primary obligor absolutely and not merely as surety, unconditionally guarantees each and every covenant, agreement and other obligation of the Purchasers, including (i) the due, punctual and full timely payment of all amounts financial obligations which become due and payable by the Purchasers Debtor to the Sellers Creditor under or in connection with the Contract (collectively, "Obligations" and individually, an "Obligation") such that, if Debtor fails, neglects or refuses to perform any Obligation, Guarantor shall make such payment within ten business days after Guarantor receives written notice thereof. Notwithstanding the foregoing, as to any Obligation which Guarantor is called upon to pay or cause payment to be made, Guarantor reserves to itself the right to assert any and all defenses under the Contract which Debtor could assert against Creditor with respect to such Obligation; provided, however, that such reservation shall not include any legal or equitable discharge or defense of a guarantor or surety arising out of any of the events described in Section 2 or Section 3 hereof. The guarantee of Guarantor pursuant to this Agreement Section 1 is limited to 50 percent of the Obligations; provided, however, that in no event shall the maximum aggregate liability of Guarantor under this Guaranty exceed $10,000,000 (the "Guaranty Cap Amount") plus any amounts owed for collecting or enforcing this Guaranty pursuant to the next sentence hereof; provided further, that Guarantor's obligations hereunder are separate and (ii) independent obligations from those of Peoples under Peoples' Guaranty of even date herewith and neither Guarantor nor Peoples shall be liable for the due and punctual performance, when and as due, of all obligations of the Purchasers other under or arising out their respective guaranties by reason of this Agreement, in each case, subject to any and all limitations under this Agreement and the Purchase Agreement on the Purchasers’ covenants, agreements and other obligations hereunder. The Sellers shall be entitled to enforce any and all of the Purchasers’ obligations under this Agreement directly against Guarantor and the liability of Guarantor for such obligations shall be joint and several with liability or otherwise. In addition to Guarantor's liability for the liability Obligations set forth herein, Guarantor agrees to pay to Creditor such further amounts as shall be sufficient to cover the costs of the Purchasers for such obligations hereunder. 9.5.2 collecting or enforcing this Guaranty (including reasonable fees, expenses and disbursements of counsel). This Guaranty is a guarantee guaranty of payment and performance, and not of collection, and Guarantor acknowledges and agrees that this Guaranty is full and unconditional, and no release or extinguishment of the Purchasers’ liabilities (other than in accordance with the terms of this Agreement or the Purchase Agreement), whether by decree in any bankruptcy Proceeding or otherwise, will affect the continuing validity and enforceability of this Guaranty. The Purchasers hereby waives any right to require the Sellers, as a condition of payment or performance by the Purchasers of any obligations of the Purchasers hereunder, to proceed against the Purchasers or pursue any other remedy whatsoever in the event that the Purchasers fails to perform its obligations hereunder. 9.5.3 Guarantor represents and warrants to the Sellers that (i) Guarantor is duly organized and validly existing under the Laws of Australia, and has full corporate power and authority to execute and deliver this Guaranty, and to perform its obligations hereunder, (ii) the execution, delivery and performance by Guarantor have been approved by the requisite corporate action, (iii) no other action on the part of Guarantor (or its equityholders) is necessary to authorize the execution, delivery and performance by Guarantor of this Guaranty, and (iv) this Guaranty has been duly executed and delivered by Guarantor and, assuming the due authorization, execution and delivery of this Agreement by the parties hereto, will be legal, valid and binding obligations of Guarantor enforceable in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Guaranty. 9.5.1 Each Guarantor hereby unconditionally and irrevocably guarantees on a senior subordinated basis, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and prompt payment (within applicable grace periods) of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Securities and (b) the full and 105 prompt performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities (all the foregoing being hereinafter collectively called the "Guaranty Obligations"). Each Guarantor further agrees that the Guaranty Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Guarantor, in order and that such Guarantor will remain bound under this Article XIII notwithstanding any extension or renewal of any Guaranty Obligation. To the extent that any Guarantor shall be required to induce the Sellers to execute and deliver this Agreement, hereby absolutely, unconditionally and irrevocably, as primary obligor and not merely as surety, guarantees each and every covenant, agreement and other obligation pay any amounts on account of the Purchasers, including Securities pursuant to a Guaranty in excess of an amount calculated as the product of (i) the due, punctual and full payment of all amounts due and aggregate amount payable by the Purchasers Guarantors on account of the Securities pursuant to the Sellers under or arising out of this Agreement and Guarantees times (ii) the due and punctual performance, when and proportion (expressed as due, a fraction) that such Guarantor's net assets (determined in accordance with GAAP) at the date enforcement of the Guarantees is sought bears to the aggregate net assets (determined in accordance with GAAP) of all Guarantors at such date, then such Guarantor shall be reimbursed by the other Guarantors for the amount of such excess, pro rata, based upon the respective net assets (determined in accordance with GAAP) of such other Guarantors at the date enforcement of the Guarantees is sought. This paragraph is intended only to define the relative rights of Guarantors as among themselves, and nothing set forth in this paragraph is intended to or shall impair the joint and several obligations of the Purchasers Guarantors under or arising out of this Agreement, in each case, subject to any and all limitations under this Agreement and the Purchase Agreement on the Purchasers’ covenants, agreements and other obligations hereundertheir respective Guarantees. The Sellers Guarantors shall have the right to seek contribution from any non- paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under any Guaranty. Each Guarantor waives presentation to, demand of payment from and protest to the Company of any of the Guaranty Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities or the Guaranty Obligations. The obligations of each Guarantor hereunder shall not be entitled affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any and all right or remedy against the Company or any other Person under this Indenture, the Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the Purchasers’ obligations under terms or provisions of this Agreement directly Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranty Obligations or any of them; (e) the failure of any Holder or Trustee to exercise any right or remedy against Guarantor and the liability of Guarantor for such obligations shall be joint and several with the liability any other guarantor of the Purchasers for such obligations hereunder. 9.5.2 This Guaranty is Obligations; or (f) any change in the ownership of any Guarantor (subject to Section 13.5(b)). Each Guarantor further agrees that its Guaranty herein constitutes a guarantee guaranty of payment payment, performance and performance, compliance when due (and not a guaranty of collection, ) and Guarantor acknowledges and agrees that this Guaranty is full and unconditional, and no release or extinguishment of the Purchasers’ liabilities (other than in accordance with the terms of this Agreement or the Purchase Agreement), whether by decree in any bankruptcy Proceeding or otherwise, will affect the continuing validity and enforceability of this Guaranty. The Purchasers hereby waives any right to require that any resort be had by any Holder or the SellersTrustee to any security held for payment of the Guaranty Obligations. To the fullest extent permitted by law, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranty Obligations or otherwise. Without limiting the generality of the foregoing, to the fullest extent permitted by law, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Guaranty Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Guarantor or would otherwise operate as a discharge of each Guarantor as a matter of law or equity. Each Guarantor further agrees that its Guaranty herein shall continue to be effective or be reinstated, as a condition the case may be, if at any time payment, or any part thereof, of payment principal of or performance interest on any Guaranty Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against each Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranty Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise (within applicable grace periods), or to perform or comply with any other Guaranty Obligation (within applicable grace periods), each Guarantor hereby promises to and shall, upon receipt of written demand by the Purchasers Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such 107 Guaranty Obligations (ii) accrued and unpaid interest on such Guaranty Obligations (but only to the extent not prohibited by law) and (iii) all other monetary Guaranty Obligations of the Company to the Holders and the Trustee. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations Guaranty Obligations guarantied hereby until payment in full of all Guaranty Obligations. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Purchasers hereunderGuaranty Obligations guarantied hereby may be accelerated as provided in Article V for the purposes of its Guaranty herein, to proceed against notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Purchasers or pursue any other remedy whatsoever Guaranty Obligations guaranteed hereby, and (y) in the event that of any declaration of acceleration of such Guaranty Obligations as provided in Article V, such Guaranty Obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the Purchasers fails purposes of this Section. Each Guarantor also agrees to perform its obligations hereunder. 9.5.3 Guarantor represents pay any and warrants to the Sellers that all costs and expenses (iincluding reasonable attorneys' fees and expenses) Guarantor is duly organized and validly existing under the Laws of Australia, and has full corporate power and authority to execute and deliver this Guaranty, and to perform its obligations hereunder, (ii) the execution, delivery and performance by Guarantor have been approved incurred by the requisite corporate action, (iii) no other action on the part of Guarantor (Trustee or its equityholders) is necessary to authorize the execution, delivery and performance by Guarantor of any Holder in enforcing any rights under this Guaranty, and (iv) this Guaranty has been duly executed and delivered by Guarantor and, assuming the due authorization, execution and delivery of this Agreement by the parties hereto, will be legal, valid and binding obligations of Guarantor enforceable in accordance with its terms, subject to the Bankruptcy and Equity ExceptionSection.

Guaranty. 9.5.1 GuarantorEach Seller Party hereby jointly, in order to induce severally and unconditionally guarantees the Sellers to execute full and deliver this Agreement, hereby absolutely, unconditionally complete discharge and irrevocably, as primary obligor and not merely as surety, guarantees performance of each and every other term, covenant, agreement Liability, obligation and other obligation of the Purchasers, including (i) the due, punctual and full payment of all amounts due and payable by the Purchasers to the Sellers under or arising out of this Agreement and (ii) the due and punctual performance, when and as due, of all obligations of the Purchasers under or arising out of this Agreement, warranty contained in each case, subject to any and all limitations under this Agreement and the Purchase Related Agreements by each other Seller Party (the “Seller Party Guaranty”). CMED hereby jointly, severally and unconditionally guarantees the full and complete discharge and performance of each and every other term, covenant, Liability, obligation and warranty contained in this Agreement on and the Purchasers’ covenantsRelated Agreements by CMED Sub (“CMED Guaranty”, agreements and other obligations hereundertogether with the Seller Party Guaranty, the “Guarantees”). The Sellers shall be entitled to enforce any Seller Party Guaranty and all the CMED Guaranty are continuing guarantees of the Purchasers’ obligations under this Agreement directly against Guarantor and the liability of Guarantor for such obligations shall be joint and several with the liability of the Purchasers for such obligations hereunder. 9.5.2 This Guaranty is a guarantee of payment and performance, and not of collection, and Guarantor acknowledges and agrees that this Guaranty is full and unconditional, and no release or extinguishment of the Purchasers’ liabilities (other than in accordance with the terms of this Agreement or the Purchase Agreement), whether by decree in any bankruptcy Proceeding or otherwise, will affect the continuing validity and enforceability of this Guaranty. The Purchasers hereby waives any right to require the Sellers, as a condition of payment or performance by the Purchasers of any obligations of the Purchasers hereunderSeller Parties and CMED Sub, respectively. Each Seller Party and CMED acknowledges that there are no conditions precedent to proceed against the Purchasers or pursue any other remedy whatsoever in effectiveness of the event Guarantees, and that the Purchasers fails Seller Party Guaranty and the CMED Guaranty are in full force and effect and is binding on each Seller Party and CMED, respectively, as of the Agreement Date. Each Seller Party and CMED waives the benefit of any statute of limitations affecting any Seller Parties’ Liability or CMED Sub’s Liability hereunder or the enforcement thereof and the Seller Parties and CMED agree that any act which shall toll any statute of limitations applicable thereto shall similarly operate to perform its obligations toll such statute of limitations applicable to the Seller Parties’ Liability or CMED’s hereunder. 9.5.3 Guarantor represents and warrants to the Sellers that (i) Guarantor is duly organized and validly existing under the Laws of Australia, and has full corporate power and authority to execute and deliver this Guaranty, and to perform its obligations hereunder, (ii) the execution, delivery and performance by Guarantor have been approved by the requisite corporate action, (iii) no other action on the part of Guarantor (or its equityholders) is necessary to authorize the execution, delivery and performance by Guarantor of this Guaranty, and (iv) this Guaranty has been duly executed and delivered by Guarantor and, assuming the due authorization, execution and delivery of this Agreement by the parties hereto, will be legal, valid and binding obligations of Guarantor enforceable in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Guaranty. 9.5.1 Guarantor, in order 20.5.1 MGM MIRAGE hereby irrevocably and unconditionally guarantees to induce Owner and its successors and assigns the Sellers to execute payment and deliver this Agreement, hereby absolutely, unconditionally and irrevocably, as primary obligor and not merely as surety, guarantees each and every covenant, agreement and other obligation performance of the Purchasers, including (i) the due, punctual and full payment of all amounts due and payable by the Purchasers to the Sellers under or arising out of this Agreement and (ii) the due and punctual performance, when and as due, of all obligations of the Purchasers under or arising out of this Agreement, in each case, subject to any and all limitations under this Agreement obligations, performances, indemnities, liabilities and undertakings as and when the Purchase Agreement on the Purchasers’ covenants, agreements and other obligations hereunder. The Sellers same shall be entitled required to enforce any and all be performed, discharged or become due or payable by or on behalf of the Purchasers’ obligations under this Agreement directly against Guarantor and the liability of Guarantor for such obligations shall be joint and several with the liability of the Purchasers for such obligations hereunder. 9.5.2 This Guaranty is a guarantee of payment and performance, and not of collection, and Guarantor acknowledges and agrees that this Guaranty is full and unconditional, and no release or extinguishment of the Purchasers’ liabilities (other than Manager in accordance with the terms of this Agreement (collectively, the “Guaranteed Obligations”) to the end and intent that MGM MIRAGE shall be liable to Owner at all times and to the same extent and tenor as the Managers hereunder for the payment and performance of any and all obligations, performances, indemnities, liabilities and undertakings. No single claim or cause of action with respect to the Guaranteed Obligations shall satisfy or release MGM MIRAGE from the Guaranteed Obligations, and this guaranty shall continue in full force and effect until completion of the Manager’s obligations. Upon the satisfaction of all Guaranteed Obligations hereunder, Owner shall provide MGM MIRAGE with an acknowledgement of release and discharge. (a) The guaranty set forth in this Section 20.5 is a guaranty of payment and performance and not of collection, is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future, including Guaranteed Obligations arising or accruing after bankruptcy of MGM MIRAGE. The liability of MGM MIRAGE under this Section 20.5 shall be direct and immediate and not conditional or contingent on the pursuit of any remedies against the Manager or any other person or entity. If there is a failure in the payment or performance of the Guaranteed Obligations, Owner may enforce its rights, powers and remedies hereunder, in any order, without demand or notice of any kind, and without exercising any rights or remedies against the Manager or any other person or entity, and all such rights, powers and remedies available to Owner shall be nonexclusive and cumulative of all other available rights, powers and remedies until all Guaranteed Obligations are satisfied. Guarantor waives and releases any right of subrogation against the Manager or any other person or entity, and waives any rights to enforce any remedy which MGM MIRAGE may have against the Manager. This Section 20.5 shall continue to be effective or shall automatically be revived, reinstated, and restored, as the case may be, if at any time any payment or performance of any Guaranteed Obligations is avoided, rescinded or rendered ineffective or must otherwise be paid, returned or restored by Owner or any other person pursuant to state or federal law, in connection with or as the result of the bankruptcy, insolvency or reorganization of MGM MIRAGE or the Purchase Agreement)Manager, whether all as though such payment or performance had not occurred or been tendered or made, as the case may be. MGM MIRAGE shall have no authority to revoke the guaranty pursuant to this Section 20.5, but if any such revocation shall be deemed to have occurred by decree in any bankruptcy Proceeding operation of law or otherwise, will affect the continuing validity and enforceability provisions of this GuarantySection 20.5 shall continue to apply notwithstanding such revocation. (b) The obligations of MGM MIRAGE pursuant to the guaranty in this Section 20.5 are independent of the obligations of the Manager or any other person. The Purchasers hereby Owner may bring action against MGM MIRAGE without bringing action against the Manager or any other person and otherwise independently of any other right, power or remedy (each, a “Remedy”) that may be available to Owner at any time. MGM MIRAGE waives any right to require the Sellers, as a condition of payment or performance by the Purchasers of Owner at any obligations of the Purchasers hereunder, time to proceed against the Purchasers Manager or any other person, or otherwise enforce, proceed against or pursue any other remedy whatsoever Remedy in the event that the Purchasers fails to perform its obligations hereunderOwner’s power. 9.5.3 Guarantor represents and warrants (c) MGM MIRAGE waives any defense to the Sellers that enforcement of the guaranty in this Section 20.5 arising by reason of: (i) Guarantor is duly organized any present or future Legal Requirements or orders affecting any Remedy of Owner; (ii) any discharge or release of any other guarantor or any impairment or suspension of any Remedy of Owner, whether resulting from any act or omission of Owner or any other person or by operation of law or otherwise; (iii) the lack of authority or any bankruptcy, insolvency or reorganization of the Manager, any guarantor or any disability or other defense of the Manager or any other guarantor, (iv) any other action by Owner, whether authorized by this Section 20.5 or otherwise, or any omission by Owner or other failure of Owner to pursue, or any delay in pursuing, any other Remedy in Owner’s power, (v) any defense or benefits that may be derived from any Legal Requirements of the State of California or any other jurisdiction, and validly existing all other suretyship defenses it would otherwise have under the Laws Legal Requirements of Australiathe State of California or any other jurisdiction; (vi) all benefits of any statute of limitations affecting MGM MIRAGE’S liability under or the enforcement of the guaranty in this Section 20.5; (vii) all setoffs and counterclaims; (viii) promptness, diligence, presentment, demand for performance and protest (ix) notice of nonperformance, default, acceleration, protest or dishonor, (x) the absence, impairment or loss of any right of reimbursement, contribution or subrogation or any other right or remedy of MGM MIRAGE against the Manager; or (xi) any modification of the Guaranteed Obligations. (d) MGM MIRAGE hereby waives all benefits that might otherwise be available to MGM MIRAGE under California Civil code Sections 2787 through 2855, inclusive, and 3433, among other provisions of like effect. (e) MGM MIRAGE hereby acknowledges that (A) the obligations undertaken by MGM MIRAGE pursuant to the guaranty in this Section 20.5 are complex in nature; (B) numerous possible defenses to the enforceability of these obligations may presently exist and/or may arise hereafter; (C) as part of Owner’s consideration for entering into the Agreement, Owner has full corporate power specifically bargained for the waiver and authority relinquishment by MGM MIRAGE of all such defenses; and (D) MGM MIRAGE has had the opportunity to execute seek and deliver this Guarantyreceive legal advice from skilled legal counsel in the area of financial transactions of the type contemplated herein. Given all of the above, MGM MIRAGE does hereby represent and confirm to Owner that MGM MIRAGE is fully informed regarding, and to perform its obligations hereunder, that MGM MIRAGE does thoroughly understand: (i) the nature of all such possible defenses; and (ii) the execution, delivery circumstances under which such defenses may arise; and performance by Guarantor have been approved by the requisite corporate action, (iii) no other action on the part of Guarantor (or its equityholders) is necessary to authorize the execution, delivery and performance by Guarantor of this Guaranty, benefits which such defenses might confer upon MGM MIRAGE; and (iv) the legal consequences to MGM MIRAGE of waiving such defenses. MGM MIRAGE acknowledges that MGM MIRAGE makes the guaranty in this Guaranty has been duly executed Section 20.5 with the intent that such guaranty and delivered all of the informed waivers herein shall each and all be fully enforceable by Guarantor andOwner, assuming and that Owner is induced to enter into the due authorization, execution and delivery of this Agreement by in material reliance upon the parties hereto, will be legal, valid and binding obligations of Guarantor enforceable in accordance with its terms, subject to the Bankruptcy and Equity Exceptionpresumed full enforceability thereof.

Guaranty. 9.5.1 Guarantor, in order to induce the Sellers to execute and deliver this Agreement, (a) Guarantor hereby absolutely, unconditionally and irrevocably, as primary obligor absolutely and not merely as surety, unconditionally guarantees each and every covenant, agreement and other obligation of the Purchasers, including to Sellers (i) the due, punctual and full payment of all amounts due and payable by the Purchasers to the Sellers under or arising out of this Agreement and (ii) the due and punctual performance, when and as due, of all obligations obligations, covenants and agreements of the Purchasers Purchaser (and any Affiliates to which this Agreement is assigned pursuant to Section 10.4) arising under or arising out of this Agreement, in each case, subject pursuant to any and all limitations under this Agreement and (ii) the Purchase Agreement on the Purchasers’ covenantspunctual payment of all sums, agreements if any, now or hereafter owed by Purchaser (and other obligations hereunder. The Sellers shall be entitled to enforce any such Affiliates) under and all of the Purchasers’ obligations under this Agreement directly against Guarantor and the liability of Guarantor for such obligations shall be joint and several with the liability of the Purchasers for such obligations hereunder. 9.5.2 This Guaranty is a guarantee of payment and performance, and not of collection, and Guarantor acknowledges and agrees that this Guaranty is full and unconditional, and no release or extinguishment of the Purchasers’ liabilities (other than in accordance with the terms of this Agreement or Agreement, including the Purchase Agreement), whether by decree payment obligations set forth in any bankruptcy Proceeding or otherwise, will affect Section 2.1 (the continuing validity and enforceability of this Guaranty. The Purchasers hereby waives any right to require the Sellers, as a condition of payment or performance by the Purchasers of any obligations of the Purchasers hereunder, to proceed against the Purchasers or pursue any other remedy whatsoever matters set forth in the event that the Purchasers fails to perform its obligations hereunder. 9.5.3 Guarantor represents and warrants to the Sellers that clauses (i) Guarantor is duly organized and validly existing under (ii), collectively, the Laws of Australia, and has full corporate power and authority to execute and deliver this Guaranty, and “Guaranteed Obligations”). (b) If Purchaser (or its Affiliates) fail to perform any of the Guaranteed Obligations, then Guarantor shall itself be jointly and severally liable for the Guaranteed Obligations and shall perform or take whatever steps as may be necessary to procure performance of the same. (c) Nothing herein shall be construed as imposing greater obligations or Liabilities on Guarantor than for which Purchaser itself (or its Affiliates themselves) would be liable under this Agreement or obliging Guarantor to indemnify and hold harmless Sellers against any losses, costs or expenses for which Purchaser itself would not be liable under this Agreement, except as set forth in this Section 6.9. (d) The obligations hereunderof Sellers under this Agreement shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Section 6.9 and all dealings between Sellers and Purchaser (and its Affiliates) shall likewise be conclusively presumed to have been consummated in reliance upon this Section 6.9. (e) The guarantee by Guarantor contained herein shall remain in full force and effect and shall continue to be enforceable by Sellers until the (i) consummation of the Closing and the payment in full by Purchaser of any and all amounts required to be paid by Purchaser at the Closing pursuant to this Agreement or (ii) the executionearlier valid termination of this Agreement pursuant to Section 8.1, delivery upon which this guarantee and performance by Guarantor have been approved by the requisite corporate action, (iii) no other action on the part obligations of Guarantor pursuant to this Section 6.9 shall terminate automatically and be of no further force or effect without the need for any further action by any Person, and Guarantor shall stand discharged of all of its obligations under this guarantee. Guarantor’s obligations under this Section 6.9 shall not be terminated, modified, affected or impaired by reason of any relief or discharge of Purchaser (or its equityholdersAffiliates) is necessary to authorize from any of Purchaser’s (or its Affiliates’) obligations in bankruptcy or similar proceedings, or by liquidation or dissolution. (f) Except as otherwise set forth herein, the execution, delivery liability of Guarantor under this Section 6.9 shall be unlimited and performance by Guarantor of this Guarantyunconditional, and this Section 6.9 shall be a continuing guaranty. (ivg) this Guaranty has been duly executed Guarantor hereby makes the representations and delivered by warranties set forth in Sections 4.1, 4.2 and 4.3 as to itself, and such representations and warranties shall apply mutatis mutandis as if Guarantor andwere substituted for Purchaser therein. The Parties agree that Guarantor shall be entitled to, assuming the due authorizationand Guarantor does not waive, execution and delivery of this Agreement by the parties hereto, will be legal, valid and binding obligations of Guarantor enforceable in accordance with its terms, subject any defenses to the Bankruptcy and Equity Exceptionpayment or performance of the Guaranteed Obligations that are available to Purchaser under this Agreement.

Guaranty. 9.5.1 Guarantor, in In order to induce the Sellers Seller to execute enter into the Asset Purchase Agreement: a. New Media Investment Group hereby irrevocably and deliver this Agreement, hereby absolutely, unconditionally and irrevocably, as primary obligor and not merely as surety, guarantees each and every covenant, agreement and other obligation of the Purchasers, including (i) the due, punctual and full payment of all amounts due and payable by the Purchasers to the Sellers under or arising out of this Agreement the punctual and (ii) the due and punctual faithful performance, when keeping, observance and as due, fulfillment by the Purchaser of all of the agreements, conditions and obligations of the Purchasers under or arising out of this AgreementPurchaser for the benefit of, and to, the Sellers, contained in each case, subject to any and all limitations under this Agreement and the Asset Purchase Agreement which agreements, conditions and obligations are to be performed, kept, observed or fulfilled on or before the Purchasers’ covenantsClosing Date (collectively, agreements and other obligations hereunderthe “ Pre-Closing Obligations”). The Sellers shall be entitled Subject to enforce any and all of the Purchasers’ Section 3, New Media Investment Group’s performance obligations under this Agreement directly against Guarantor and the liability of Guarantor for such obligations shall be joint and several with the liability Guaranty will survive any expiration or termination of the Purchasers for Asset Purchase Agreement (which does not result in the Closing occurring) until such obligations hereunder. 9.5.2 time as the Purchaser’s performance of the Pre-Closing Obligations under the Asset Purchase Agreement are satisfied. This Guaranty is a guarantee guaranty of payment and performance, and not . New Media Investment Group shall be liable to the Sellers for any liabilities incurred by the Sellers directly as a result of collection, and Guarantor acknowledges and agrees such default by the Purchaser under the Asset Purchase Agreement; provided that this Guaranty is full and unconditional, and no release or extinguishment of the Purchasers’ liabilities Sellers shall notify (other than in accordance with Section 10.1 of the terms of this Agreement or the Asset Purchase Agreement)) New Media Investment Group promptly after the Sellers become aware of such default by the Purchaser under the Asset Purchase Agreement. b. Upon the occurrence of Closing, whether New Media Holdings hereby irrevocably and unconditionally guarantees to the Sellers the punctual and faithful performance, keeping, observance and fulfillment by decree in any bankruptcy Proceeding or otherwisethe Purchaser of all of the agreements, will affect conditions and obligations of the continuing validity Purchaser for the benefit of, and enforceability of this Guaranty. The Purchasers hereby waives any right to require to, the Sellers, as a condition of payment contained in the Asset Purchase Agreement and in the Ancillary Agreements (collectively, the “Pre- and Post-Closing Obligations”). New Media Holding’s performance obligations under this Guaranty will survive any expiration or performance by the Purchasers of any obligations termination of the Purchasers hereunder, to proceed against Asset Purchase Agreement or any Ancillary Agreement until such time as the Purchasers or pursue any other remedy whatsoever in Purchaser’s performance of the event that Pre- and Post-Closing Obligations under the Purchasers fails to perform its obligations hereunder. 9.5.3 Guarantor represents Asset Purchase Agreement and warrants the Ancillary Agreements are satisfied. This Guaranty is a guaranty of performance. New Media Holdings shall be liable to the Sellers that (i) Guarantor is duly organized and validly existing for any liabilities incurred by the Sellers directly as a result of such default by the Purchaser under the Laws of Australia, and has full corporate power and authority to execute and deliver this Guaranty, and to perform its obligations hereunder, Asset Purchase Agreement or any Ancillary Agreements; provided that the Sellers shall notify (ii) the execution, delivery and performance by Guarantor have been approved by the requisite corporate action, (iii) no other action on the part of Guarantor (or its equityholders) is necessary to authorize the execution, delivery and performance by Guarantor of this Guaranty, and (iv) this Guaranty has been duly executed and delivered by Guarantor and, assuming the due authorization, execution and delivery of this Agreement by the parties hereto, will be legal, valid and binding obligations of Guarantor enforceable in accordance with its terms, subject to Section 10.1 of the Bankruptcy and Equity ExceptionAsset Purchase Agreement) New Media Holdings promptly after the Sellers become aware of such default by the Purchaser under the Asset Purchase Agreement.

Guaranty. 9.5.1 GuarantorEach Seller Party hereby jointly, in order to induce severally and unconditionally guarantees the Sellers to execute full and deliver this Agreement, hereby absolutely, unconditionally complete discharge and irrevocably, as primary obligor and not merely as surety, guarantees performance of each and every other term, covenant, agreement Liability, obligation and other obligation of the Purchasers, including (i) the due, punctual and full payment of all amounts due and payable by the Purchasers to the Sellers under or arising out of this Agreement and (ii) the due and punctual performance, when and as due, of all obligations of the Purchasers under or arising out of this Agreement, warranty contained in each case, subject to any and all limitations under this Agreement and the Purchase Related Agreements by each other Seller Party (the “Seller Party Guaranty”). Capricorn hereby jointly, severally and unconditionally guarantees the full and complete discharge and performance of each and every other term, covenant, Liability, obligation and warranty contained in this Agreement on and the Purchasers’ covenantsRelated Agreement by Capricorn Sub (“Capricorn Guaranty”, agreements and other obligations hereundertogether with the Seller Party Guaranty, the “Guarantees”). The Sellers shall be entitled to enforce any Seller Party Guaranty and all the Capricorn Guaranty are continuing guarantees of the Purchasers’ obligations under this Agreement directly against Guarantor and the liability of Guarantor for such obligations shall be joint and several with the liability of the Purchasers for such obligations hereunder. 9.5.2 This Guaranty is a guarantee of payment and performance, and not of collection, and Guarantor acknowledges and agrees that this Guaranty is full and unconditional, and no release or extinguishment of the Purchasers’ liabilities (other than in accordance with the terms of this Agreement or the Purchase Agreement), whether by decree in any bankruptcy Proceeding or otherwise, will affect the continuing validity and enforceability of this Guaranty. The Purchasers hereby waives any right to require the Sellers, as a condition of payment or performance by the Purchasers of any obligations of the Purchasers hereunderSeller Parties and Capricorn, respectively. Each Seller Party and Capricorn acknowledges that there are no conditions precedent to proceed against the Purchasers or pursue any other remedy whatsoever in effectiveness of the event Guarantees, and that the Purchasers fails Seller Party Guaranty and the Capricorn Guaranty are in full force and effect and is binding on each Seller Party and Capricorn, respectively, as of the Agreement Date. Each Seller Party and Capricorn waives the benefit of any statute of limitations affecting any Seller Parties’ Liability or Capricorn Sub’s Liability hereunder or the enforcement thereof and the Seller Parties and Capricorn agree that any act which shall toll any statute of limitations applicable thereto shall similarly operate to perform its obligations toll such statute of limitations applicable to the Seller Parties’ Liability or Capricorn’s hereunder. 9.5.3 Guarantor represents and warrants to the Sellers that (i) Guarantor is duly organized and validly existing under the Laws of Australia, and has full corporate power and authority to execute and deliver this Guaranty, and to perform its obligations hereunder, (ii) the execution, delivery and performance by Guarantor have been approved by the requisite corporate action, (iii) no other action on the part of Guarantor (or its equityholders) is necessary to authorize the execution, delivery and performance by Guarantor of this Guaranty, and (iv) this Guaranty has been duly executed and delivered by Guarantor and, assuming the due authorization, execution and delivery of this Agreement by the parties hereto, will be legal, valid and binding obligations of Guarantor enforceable in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Guaranty. 9.5.1 Guarantor(a) Metallica, in order as a direct and primary obligor, hereby unconditionally and absolutely guarantees to induce Glamis the Sellers to execute full and deliver this timely performance of all of Raleigh's and MSX's obligations under the Agreement, hereby absolutelythe Promissory Note, unconditionally the Royalty Deed, the Termination Agreement, the Escrow Instructions and irrevocably, as primary obligor any other instruments executed by Raleigh and/or MSX and not merely as surety, guarantees each and every covenant, agreement and other obligation of delivered to Glamis or the Purchasers, including (i) Escrow Agent on or after the due, punctual and full payment of all amounts due and payable by the Purchasers Effective Date pursuant to the Sellers under or arising out of this Agreement and (ii) the due and punctual performance, when and as due, of all obligations of the Purchasers under or arising out of this Agreement, in each case, subject to any and all limitations under this Agreement and the Purchase Agreement on the Purchasers’ covenants, agreements and other obligations hereunder. The Sellers shall be entitled to enforce any and all of the Purchasers’ obligations under this Agreement directly against Guarantor and the liability of Guarantor for such obligations shall be joint and several with the liability of the Purchasers for such obligations hereunder. 9.5.2 This Guaranty is a guarantee of payment and performance, and not of collection, and Guarantor acknowledges and agrees that this Guaranty is full and unconditional, and no release or extinguishment of the Purchasers’ liabilities (other than in accordance with the terms of this Agreement or the Purchase Agreement), whether by decree in any bankruptcy Proceeding or otherwise, will affect the continuing validity and enforceability of this GuarantyEscrow Instructions. The Purchasers hereby waives any right to require Agreement, Promissory Note, Royalty Deed, Termination Agreement, Escrow Instructions and such other instruments so executed by Raleigh and/or MSX may be referenced collectively in this Guaranty as the Sellers, as a condition of payment or performance by "Guaranteed Instruments." G-1 <PAGE> (b) Without limiting the Purchasers of any obligations generality of the Purchasers hereunderforegoing, to proceed against the Purchasers or pursue any other remedy whatsoever Metallica specifically agrees that in the event that Raleigh does not make any payment of the Purchasers Purchase Price at the time specified in Section 5(a) of the Agreement or in the Promissory Note, Metallica shall pay the same; provided, however, that if Raleigh fails to perform make the Six Million Dollar ($6,000,000) payment due to Glamis twelve (12) months from the Effective Date as specified in Section 5(a)(ii) of the Agreement and Metallica does not have the financial ability to make such payment in cash on Raleigh's behalf, then Metallica may make all or part of that payment by delivering to Glamis fully registered and freely tradable common shares of Metallica, together with such duly executed stock powers or endorsements as are necessary to properly transfer the Metallica shares from Metallica to Glamis under the laws of Canada. The Metallica shares so delivered shall be priced at the greatest allowable discount under applicable Canadian and/or TSE rules from the average closing price of Metallica shares on the Toronto Stock Exchange for twenty (20) trading days preceding the date on which the payment became due to Glamis. In the event that Metallica elects to deliver common shares to Glamis in lieu of cash as provided in this Section 2(b), the following terms and covenants shall apply: ( i) In the event that Glamis wishes to sell more than one hundred thousand (100,000) Metallica shares during any ten (10) day trading period, Glamis shall provide Metallica not less than forty-eight (48) hours notice to provide Metallica the opportunity to place the shares at the then-prevailing market price. If Metallica is unable to place the shares or fails to respond to Glamis with the forty-eight (48) hour period, Glamis shall be free to sell the shares in the open market; ( ii) In the event that Metallica intends to conduct any equity financing by way of public issue or private placement while Glamis still holds Metallica shares, Metallica shall notify Glamis of the same and shall provide Glamis the opportunity, exercisable at Glamis's sole discretion, to sell all or a portion of its obligations hereunder. 9.5.3 Guarantor represents shares in the same transaction. The maximum number of Glamis's Metallica shares to be included in the equity financing shall be the same percentage of the total shares to be issued as Glamis's Metallica shares represent of the total issued and warrants outstanding shares of Metallica prior to the Sellers that (i) Guarantor is duly organized and validly existing under the Laws of Australia, and has full corporate power and authority to execute and deliver this Guaranty, and to perform its obligations hereunder, (ii) the execution, delivery and performance by Guarantor have been approved by the requisite corporate action, (iii) no other action on the part of Guarantor (or its equityholders) is necessary to authorize the execution, delivery and performance by Guarantor of this Guaranty, and (iv) this Guaranty has been duly executed and delivered by Guarantor equity financing; and, assuming the due authorization, execution and delivery of this Agreement by the parties hereto, will be legal, valid and binding obligations of Guarantor enforceable in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Guaranty. 9.5.1 Guarantor, in order to induce the Sellers to execute and deliver this Agreement, hereby absolutely, unconditionally and irrevocably, as primary obligor and not merely as surety, guarantees each and every covenant, agreement and other obligation of the Purchasers, including (i) the due, punctual and full payment of all amounts due and payable by the Purchasers to the Sellers under or arising out of this Agreement and (ii) the due and punctual performance, when and as due, of all obligations of the Purchasers under or arising out of this Agreement, in each case, subject to any and all limitations under this Agreement and the Purchase Agreement on the Purchasers’ ' covenants, agreements and other obligations hereunder. The Sellers shall be entitled to enforce any and all of the Purchasers’ ' obligations under this Agreement directly against Guarantor and the liability of Guarantor for such obligations shall be joint and several with the liability of the Purchasers for such obligations hereunder. 9.5.2 This Guaranty is a guarantee of payment and performance, and not of collection, and Guarantor acknowledges and agrees that this Guaranty is full and unconditional, and no release or extinguishment of the Purchasers’ ' liabilities (other than in accordance with the terms of this Agreement or the Purchase Agreement), whether by decree in any bankruptcy Proceeding or otherwise, will affect the continuing validity and enforceability of this Guaranty. The Purchasers hereby waives any right to require the Sellers, as a condition of payment or performance by the Purchasers of any obligations of the Purchasers hereunder, to proceed against the Purchasers or pursue any other remedy whatsoever in the event that the Purchasers fails to perform its obligations hereunder. 9.5.3 Guarantor represents and warrants to the Sellers that (i) Guarantor is duly organized and validly existing under the Laws of Australia, and has full corporate power and authority to execute and deliver this Guaranty, and to perform its obligations hereunder, (ii) the execution, delivery and performance by Guarantor have been approved by the requisite corporate action, (iii) no other action on the part of Guarantor (or its equityholders) is necessary to authorize the execution, delivery and performance by Guarantor of this Guaranty, and (iv) this Guaranty has been duly executed and delivered by Guarantor and, assuming the due authorization, execution and delivery of this Agreement by the parties hereto, will be legal, valid and binding obligations of Guarantor enforceable in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Guaranty. 9.5.1 GuarantorTo the extent that Investor breaches its obligation to make the Loans under the Credit Agreement upon the satisfaction or waiver (in writing) of all conditions precedent set forth in Section 5 thereof at any time that such Credit Agreement has not been terminated in accordance therewith, the Guarantors hereby irrevocably and unconditionally guaranty to the Company and the Borrowers, severally in order accordance with the Guarantors’ Guaranty Percentages (the “Guaranty Percentages”) set forth on the schedule provided to induce the Sellers Company and the Borrowers concurrently herewith, but only up to execute and deliver this Agreementthe Maximum Amount (as defined below), hereby absolutely, unconditionally and irrevocably, as primary obligor and not merely as surety, guarantees each and every covenant, agreement and other obligation of the Purchasers, including (i) the due, punctual and full payment of all amounts due and payable by the Purchasers Investor’s obligations to extend (or cause to be extended) to the Sellers Borrowers the Loans under or arising out of this the Credit Agreement at the Closing (the “Guaranteed Obligations”), and (ii) the due prompt, full and punctual complete performance, when payment and as due, discharge of all obligations each and every obligation of Investor (and each and every successor or assignee thereof) under the Purchasers under or arising out of this Agreement, in each case, subject to any and all limitations under this Credit Agreement and the Purchase Agreement on other Credit Documents through and including the Purchasers’ covenants, agreements and other obligations hereunderClosing. The Sellers shall be entitled to enforce any and all of the Purchasers’ obligations under this Agreement directly against Guarantor and the liability of Guarantor for such obligations shall be joint and several with the maximum aggregate liability of the Purchasers for such obligations hereunder. 9.5.2 This Guarantors hereunder shall not exceed $200 million, plus any reasonable costs of enforcement and collection of this Guaranty is a guarantee of payment and performanceagainst the Guarantors (the “Maximum Amount”), and not of collection, the Company and Guarantor acknowledges and agrees the Borrowers hereby agree that this Guaranty is full and unconditional, and the Guarantors shall in no release event be required to pay more than the Maximum Amount under or extinguishment of the Purchasers’ liabilities (other than in accordance with the terms of this Agreement or the Purchase Agreement), whether by decree in any bankruptcy Proceeding or otherwise, will affect the continuing validity and enforceability respect of this Guaranty. The Purchasers hereby waives , nor shall any right Guarantor in any event be required to require the Sellers, as a condition of payment or performance by the Purchasers of any obligations pay more than its Guaranty Percentage of the Purchasers hereunder, to proceed against the Purchasers Maximum Amount under or pursue any other remedy whatsoever in the event that the Purchasers fails to perform its obligations hereunder. 9.5.3 Guarantor represents and warrants to the Sellers that (i) Guarantor is duly organized and validly existing under the Laws of Australia, and has full corporate power and authority to execute and deliver this Guaranty, and to perform its obligations hereunder, (ii) the execution, delivery and performance by Guarantor have been approved by the requisite corporate action, (iii) no other action on the part of Guarantor (or its equityholders) is necessary to authorize the execution, delivery and performance by Guarantor respect of this Guaranty, and (iv) no Guarantor shall have any obligation or liability to any Person relating to, arising out of or in connection with this Guaranty has been duly executed other than as expressly set forth herein. If the Guaranteed Obligations are due, Guarantors shall pay the Guaranteed Obligations, and delivered by Guarantor andthereupon, assuming the due authorization, execution Guarantors shall immediately succeed to all rights and delivery of this Agreement by the parties hereto, will be legal, valid and binding obligations of Guarantor enforceable in accordance Lender under the Credit Agreement and Investor under the Investment Agreement, and the Closing shall be deemed to have occurred with its termsthe Guarantors having the identity of the Lender and Investor, subject to as the Bankruptcy and Equity Exceptioncase may be, thereunder.

Guaranty. 9.5.1 Guarantor, in order to induce the Sellers to execute and deliver this Agreement, (a) Guarantor hereby absolutely, unconditionally and irrevocablyirrevocably guarantees to Timeline, as primary obligor and not merely as a surety, guarantees each the full and every covenantprompt payment when due of all of Buyer’s payment obligations under the Second Acquisition Note and Buyer’s indemnification obligations under the Purchase Agreement, agreement all in accordance with the respective terms and other obligation of subject to the Purchasersconditions thereof, including the provisions related to any indemnification escrow account pursuant to Section 8.3(b) thereunder (i) all of such obligations, collectively, the due, punctual and full payment of all amounts “Guaranteed Obligations”). Guarantor agrees that such obligations shall forthwith become due and payable by Guarantor for the Purchasers purposes of this Guaranty upon the occurrence of any event or condition giving rise to the Sellers obligation of Buyer so to pay under the Purchase Agreement. The liability of Guarantor under this Guaranty is a guaranty of payment and not of collection. (b) Guarantor promises to pay all reasonable attorneys’ fees and other damages, costs and expenses incurred by Timeline as a result of (i) Buyer’s failure to promptly and fully perform any of the Guaranteed Obligations or arising out (ii) Guarantor’s failure to fulfill its obligations under this Guaranty. (c) For the avoidance of this doubt, in the event that Buyer pays or has paid any amounts which would otherwise be payable under the Second Acquisition Note or under the Purchase Agreement to the Indemnification Escrow Agent pursuant to the provisions of Section 8 of the Purchase Agreement, (i) such amounts shall not be Guaranteed Obligations hereunder until such time and to the extent that the indemnification claim(s) that is(are) the subject of such escrow is determined in favor of Timeline, and (ii) the due and punctual performance, when and as due, of all obligations of the Purchasers under or arising out of this Agreement, in each case, subject to any and all limitations under this Agreement and the Purchase Agreement on the Purchasersattorneys’ covenants, agreements fees and other obligations hereunder. The Sellers damages, costs and expenses incurred by or on behalf of Timeline in connection with determination of such claim(s) shall not be entitled Guaranteed Obligations (except to enforce any the extent that such fees, damages, costs and all expenses qualify as “Damages” for which Timeline has the right to claim indemnification under Section 8 of the Purchasers’ obligations under this Agreement directly against Guarantor and the liability of Guarantor for such obligations shall be joint and several with the liability of the Purchasers for such obligations hereunder. 9.5.2 This Guaranty is a guarantee of payment and performance, and not of collection, and Guarantor acknowledges and agrees that this Guaranty is full and unconditional, and no release or extinguishment of the Purchasers’ liabilities (other than in accordance with the terms of this Agreement or the Purchase Agreement), whether by decree in any bankruptcy Proceeding nor shall they be considered damages, costs or otherwise, will affect the continuing validity and enforceability of this Guaranty. The Purchasers hereby waives any right expenses payable pursuant to require the Sellers, as a condition of payment or performance by the Purchasers of any obligations of the Purchasers hereunder, to proceed against the Purchasers or pursue any other remedy whatsoever in the event that the Purchasers fails to perform its obligations hereunderSection 1(b) above. 9.5.3 Guarantor represents and warrants to the Sellers that (i) Guarantor is duly organized and validly existing under the Laws of Australia, and has full corporate power and authority to execute and deliver this Guaranty, and to perform its obligations hereunder, (ii) the execution, delivery and performance by Guarantor have been approved by the requisite corporate action, (iii) no other action on the part of Guarantor (or its equityholders) is necessary to authorize the execution, delivery and performance by Guarantor of this Guaranty, and (iv) this Guaranty has been duly executed and delivered by Guarantor and, assuming the due authorization, execution and delivery of this Agreement by the parties hereto, will be legal, valid and binding obligations of Guarantor enforceable in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Guaranty. 9.5.1 Xxxxxx X. Xxxxxxxx, Xx. (the “Guarantor, in order to induce the Sellers to execute and deliver this Agreement, ”) hereby absolutely, unconditionally and irrevocably, as primary obligor irrevocably guarantees the payment when due of any and not merely as surety, guarantees each and every covenant, agreement and other obligation all of the Purchasers, including (i) the due, punctual and full payment of all amounts due and payable by the Purchasers to the Sellers Sellers’ indemnity obligations under or arising out of this Agreement and (ii) the due and punctual performance, when and as due, of all obligations of the Purchasers under or arising out SECTION 8.1 of this Agreement, including those indemnity obligations of each Seller based on a breach of any representation or warranty set forth in each caseARTICLE 3 (collectively, subject the “Indemnification Obligations”) to any the extent, and all limitations under this Agreement and only to the Purchase Agreement on extent, the Purchasers’ covenantsIndemnification Obligations exceed the Holdback Amount up to a maximum amount of $4.5 million, agreements and other obligations hereunderconditioned upon exhaustion of the Holdback Amount to satisfy the Indemnification Obligations. The Sellers shall be entitled to enforce any and all of the Purchasers’ obligations under this Agreement directly against Guarantor and the liability of Guarantor for such Guarantor’s guarantee obligations shall be joint and several with remain in effect for a period of two years following the liability of Closing Date (the Purchasers for such obligations hereunder. 9.5.2 This “Guaranty is a guarantee of payment and performance, and not of collection, and Period”). The Guarantor acknowledges and agrees that Buyer’s entry into this Guaranty is full Agreement and unconditional, and no release or extinguishment consummation of the Purchasers’ liabilities (Transactions is conditioned upon the Guarantor’s guarantee of the Indemnification Obligations and the Guarantor will benefit from Buyer entering into the Agreement and consummating the Transactions. The Guarantor’s obligation is independent of any other than remedy Buyer may have to enforce the Indemnification Obligations. The Guarantor’s obligations will not be affected or impaired by any act or omission of Buyer in connection with the Agreement. Should the Holdback Amount be insufficient to satisfy the Indemnification Obligations in accordance with this Agreement, Buyer shall provide the terms Guarantor written notice thereof pursuant to SECTION 9.7. Guarantor shall satisfy the Indemnification Obligations by payment of this Agreement the amount due within five Business Days of Guarantor’s receipt of such written notice. No act or the Purchase Agreement), whether by decree thing will in any bankruptcy Proceeding way discharge the Guarantor from his obligations pursuant to this SECTION 9.15, except full payment and performance of all of the Indemnification Obligations as contemplated by this SECTION 9.15 or otherwise, will affect expiration of the continuing validity and enforceability of this GuarantyGuaranty Period (without any Pending Claim Amounts). The Purchasers Guarantor hereby waives any right and all defenses and discharges available to require the Sellersa guarantor or accommodation co-obligor in such capacity and hereby waives any and all defenses, as a condition claims, setoffs and discharges of payment Sellers or performance by the Purchasers of any obligations other person obligated to pay or perform any of the Purchasers hereunderIndemnification Obligations, except the defenses of discharge by payment and performance in full or in the amounts contemplated by this SECTION 9.15, or expiration of the Guaranty Period (without any Pending Claim Amounts). If any payment received by Buyer from Sellers or any other person is thereafter set aside or returned for any reason, the Indemnification Obligations to proceed which such payment applied will continue to exist and be enforceable against the Purchasers Guarantor as if such payment had never been made. Guarantor will not exercise or pursue enforce any other remedy whatsoever in right of contribution, reimbursement, recourse or subrogation as to any of the event that Indemnification Obligations against any person until all of the Purchasers fails to perform its obligations hereunder. 9.5.3 Guarantor represents and warrants to the Sellers that (i) Guarantor is duly organized and validly existing under the Laws of Australia, and has full corporate power and authority to execute and deliver this Guaranty, and to perform its obligations hereunder, (ii) the execution, delivery and performance by Guarantor Indemnification Obligations have been approved by the requisite corporate action, (iii) no other action on the part of Guarantor (or its equityholders) is necessary to authorize the execution, delivery and performance by Guarantor of this Guaranty, and (iv) this Guaranty has been duly executed and delivered by Guarantor and, assuming the due authorization, execution and delivery of this Agreement by the parties hereto, will be legal, valid and binding obligations of Guarantor enforceable in accordance with its terms, subject to the Bankruptcy and Equity Exceptionfully paid.

Guaranty. 9.5.1 Guarantor, in order to induce 1.1 Guarantor hereby guarantees the Sellers to execute and deliver this Agreement, hereby absolutely, unconditionally and irrevocably, as primary obligor and not merely as surety, guarantees each and every covenant, agreement and other obligation full performance of the Purchasers, including (i) the due, punctual and full payment of all amounts due and payable by the Purchasers to the Sellers under or arising out of this Agreement and (ii) the due and punctual performance, when and as due, of all obligations of the Purchasers under or arising out of this Agreement, in each case, subject to any and all limitations under this Agreement and the Purchase Agreement on the Purchasers’ covenants, agreements and other obligations hereunder. The Sellers shall be entitled to enforce any and all of the PurchasersUSC Members’ obligations to Levy and to the Company under this Agreement directly against the Guaranteed Documents (collectively, the “Guaranteed Obligations”). Guarantor and the liability of Guarantor for such obligations shall be joint and several with the liability of the Purchasers for such obligations hereunder. 9.5.2 This Guaranty is agrees that its guarantee hereunder constitutes a guarantee of performance and payment and performance, when due and not of collection. In the event of any default or breach by any USC Member of any Guaranteed obligation owing to Levy or the Company and guaranteed hereunder, then no later than 30 days after Guarantor’s receipt of written notice of such default or breach, Guarantor will perform or cause the performance of all or any of such Guaranteed Obligation which is in default unless such default has theretofore been cured. Levy and the Company agree that Guarantor will not be deemed to be in default under this Guaranty until such notice has been provided and the curative period has expired. 1.2 In no event shall the obligations and liabilities of Guarantor hereunder exceed the obligations and liabilities of the USC Members under the Guaranteed Documents, as if Guarantor were itself a party to the Guaranteed Documents instead of the USC Members. Guarantor shall have all rights and defenses, set-offs, counterclaims, reductions, diminutions or limitations of the USC Members under the terms of the Guaranteed Documents; provided, however, that the foregoing shall not absolve Guarantor, and Guarantor acknowledges and agrees that this Guaranty is full and unconditional, and no release or extinguishment of the Purchasers’ liabilities (other than in accordance with the terms of this Agreement or the Purchase Agreement), whether by decree in any bankruptcy Proceeding or otherwise, will affect the continuing validity and enforceability of this Guaranty. The Purchasers hereby waives any right to require the Sellers, as a condition of payment or performance by the Purchasers of any obligations of the Purchasers hereunder, to proceed against the Purchasers or pursue any other remedy whatsoever in the event that the Purchasers fails to perform its obligations hereunder. 9.5.3 Guarantor represents and warrants to the Sellers that (i) Guarantor is duly organized and validly existing under the Laws of Australia, and has full corporate power and authority to execute and deliver this Guaranty, and continue to perform its obligations hereunder, (ii) in the executionevent a USC Member becomes insolvent, delivery bankrupt, reorganizes or otherwise involved in an action or proceeding affecting the rights of creditors generally. 1.3 This Guarantee is and shall remain an unconditional and continuing guarantee of the Guaranteed Obligations and not a guarantee of collection, shall remain in full force and effect irrespective of any interruption in the business and other dealings and relations of the USC Members with Levy and the Company and shall apply to and guarantee the due and punctual payment and performance of all the Guaranteed Obligations of any USC Member due by Guarantor have been approved by any USC Member to Levy or the requisite corporate action, (iii) no other action on the part of Guarantor (or its equityholders) is necessary to authorize the execution, delivery and performance by Guarantor of this Guaranty, and (iv) this Guaranty has been duly executed and delivered by Guarantor and, assuming the due authorization, execution and delivery of this Agreement by the parties hereto, will be legal, valid and binding obligations of Guarantor enforceable in accordance with its termsCompany, subject to the Bankruptcy provisions set forth herein. To that end, Guarantor hereby expressly waives (i) any right to require Levy or the Company to bring any action against the USC Members, and Equity Exception(ii) any right to require Levy or the Company to bring any action against any other person.

Guaranty. 9.5.1 Guarantor, in order to induce the Sellers to execute (a) The Guarantor hereby irrevocably and deliver this Agreement, hereby absolutely, unconditionally and irrevocably, as primary obligor and not merely as suretyunconditionally, guarantees each and every covenant, agreement and other obligation of the Purchasers, including (i) the due, punctual and full payment when due of all amounts due and payable by the Purchasers to the Sellers under or arising out of this Agreement and (ii) the due and punctual performance, when and as due, of all payment obligations of the Purchasers Borrower under or arising out of this the Credit Agreement, up to a maximum amount as to principal of US$400,000,000 plus all interest, fees, indemnities and other amounts payable under the Credit Agreement, including amounts that would become due but for the operation of the automatic stay under Section 362(c) of the United States Bankruptcy Code or similar provisions under the laws of the Bahamas, The Netherlands or other applicable law (collectively, the "Guaranteed Obligations"). In the event that ---------------------- any of the Guaranteed Obligations shall not be paid when due within any specified grace period provided for in each casethe Credit Agreement, subject the Guarantor agrees to any and all limitations under this Agreement pay such Guaranteed Obligations within ten Business Days after the giving by the Administrative Agent to the Guarantor Notice Agent named in Section 20 hereof and the Purchase Agreement Process Agent named in Section 15 hereof of notice (a "Demand") demanding payment by the Guarantor, provided that in the event any -------- such payment is required to be made by the Guarantor hereunder, the Guarantor may cause such obligation or liability to be paid on its behalf by any corporation affiliated with it, including the Purchasers’ covenantsObligors, agreements and other obligations hereunder. The Sellers provided that the Guarantor shall nevertheless be entitled unconditionally obligated to enforce any and all of pay such obligation or liability if such affiliate, including the Purchasers’ obligations under this Agreement directly against Guarantor and the liability of Guarantor for Obligors, shall fail timely to pay such obligations shall be joint and several with the liability of the Purchasers for such obligations hereunderobligation or liability. 9.5.2 (b) This Guaranty is a guarantee of payment and performance, and not of performance or collection, and Guarantor acknowledges and agrees that this Guaranty is full and unconditional, and no release or extinguishment . The obligation of the Purchasers’ liabilities Guarantor hereunder shall be independent of the obligation of any other Guarantor (other than as such term is defined in accordance with the terms of this Agreement or the Purchase Credit Agreement), whether all such obligations being joint and several. (c) The Guarantor shall be subrogated to all rights of the Banks against the Obligors in respect of any amounts paid by decree in any bankruptcy Proceeding or otherwise, will affect the continuing validity and enforceability Guarantor pursuant to the provisions of this Guaranty. The Purchasers hereby waives ; provided, however, that the Guarantor shall not -------- ------- be entitled to enforce or receive any payments arising out of, or based upon, such right to require of subrogation until all the Sellers, as a condition of payment or performance by the Purchasers of any obligations of the Purchasers hereunder, to proceed against the Purchasers or pursue any other remedy whatsoever Guaranteed Obligations shall have been irrevocably and indefeasibly paid in full and no Guaranteed Obligations may arise in the event that the Purchasers fails to perform its obligations hereunderfuture. 9.5.3 Guarantor represents and warrants to the Sellers that (i) Guarantor is duly organized and validly existing under the Laws of Australia, and has full corporate power and authority to execute and deliver this Guaranty, and to perform its obligations hereunder, (ii) the execution, delivery and performance by Guarantor have been approved by the requisite corporate action, (iii) no other action on the part of Guarantor (or its equityholders) is necessary to authorize the execution, delivery and performance by Guarantor of this Guaranty, and (iv) this Guaranty has been duly executed and delivered by Guarantor and, assuming the due authorization, execution and delivery of this Agreement by the parties hereto, will be legal, valid and binding obligations of Guarantor enforceable in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Guaranty. 9.5.1 (a) To induce the Company to enter into this Agreement, Guarantor, in order intending to induce the Sellers to execute and deliver this Agreementbe legally bound, hereby absolutely, irrevocably and unconditionally guarantees to the Company the due and irrevocablypunctual payment and performance of (i) Parent’s and Merger Sub’s obligations under this Agreement, and (ii) Parent’s and Merger Sub’s liability and obligations (including for breach) under this Agreement (collectively, the “Guaranteed Obligations”). This guarantee may not be revoked or terminated and shall remain in full force and effect without interruption and shall be binding on Guarantor and its successors and assigns until the Guaranteed Obligations have been satisfied in full. Guarantor further covenants and agrees that, unless waived by the Company, it will, not later than five (5) Business Days following the date hereof, appoint in accordance with applicable Law a registered agent for service of process in the State of Delaware, and Guarantor shall maintain such registered agent as primary obligor its agent for service of process in the State of Delaware without interruption until the Effective Time. (b) All payments pursuant to this Section 10.11 shall be made in lawful money of the United States, in immediately available funds. Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of Guarantor of any kind. (c) The guarantee set forth in Section 10.11(a) (the “Guarantee”) is an absolute, unconditional and continuing guarantee of the full and punctual payment and performance by Parent and Merger Sub of the Guaranteed Obligations and not merely as surety, guarantees each and every covenant, agreement and other obligation of collection. Should Parent or Merger Sub default in the payment or performance of any of the PurchasersGuaranteed Obligations, including Guarantor’s obligations hereunder shall become immediately due and payable to the Company. Claims hereunder may be made on one or more occasions. If any payment in respect of any Guaranteed Obligation is rescinded or must otherwise be returned for any reason whatsoever, Guarantor shall remain liable hereunder with respect to such Guaranteed Obligation as if such payment had not been made. (d) Guarantor agrees that the Guaranteed Obligations shall not be released or discharged, in whole or in part, or otherwise affected by (i) the duefailure or delay on the part of the Company to assert any claim or demand or to enforce any right or remedy against Parent or Merger Sub or any other Person; (ii) any change in the time, punctual and full place or manner of payment of all amounts due and payable by the Purchasers to Guaranteed Obligations or rescission, waiver, compromise, consolidation or other amendment or modification of any of the Sellers under terms or arising out provisions of this Agreement and made in accordance with the terms hereof or any agreement evidencing, securing or otherwise executed in connection with any of the Guaranteed Obligations; (iiiii) the due addition, substitution or release of any Person interested in the transactions contemplated by this Agreement; (iv) any change in the corporate existence, structure or ownership of Parent or Merger Sub; (v) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent or Merger Sub; (vi) the adequacy of any means the Company may have of obtaining payment related to the Guaranteed Obligations; (vii) the existence of any claim, set-off or other right which Parent or Merger Sub may have at any time against the Company (other than rights of Merger Sub pursuant to this Agreement), whether in connection with the Guaranteed Obligations or otherwise; or (viii) the existence or release of any other guaranty or any security interest in any property taken to guaranty or secure any of the Guaranteed Obligations or any obligation hereunder. Guarantor waives promptness, diligence, notice of the acceptance of the Guarantee and punctual of the Guaranteed Obligations, presentment, demand for payment, notice of non-performance, when default, dishonor and as dueprotest, of all obligations notice of the Purchasers under Guaranteed Obligations incurred and all other notices of any kind, all defenses which may be available by virtue of any valuation, stay, moratorium Law or arising out other similar Law now or hereafter in effect, any right to require the marshalling of assets of Parent or Merger Sub or any other Person interested in the transactions contemplated by this Agreement, and all suretyship defenses generally (other than, in each case, subject fraud, willful misconduct and intentional misrepresentation by the Company or any of its Affiliates), defenses to any and all limitations the payment of the Guaranteed Obligations that are available to Parent or Merger Sub under this Agreement and defenses available to Guarantor under the Purchase Guarantee. Guarantor acknowledges that it has received and will receive substantial direct and indirect benefits from the transactions contemplated by this Agreement and that the waivers set forth in this Section 10.11 are knowingly made in contemplation of such benefits. (e) No failure on the Purchasers’ covenantspart of the Company to exercise, agreements and no delay in exercising, any right, remedy or power pursuant to this Section 10.11 shall operate as a waiver thereof, nor shall any single or partial exercise by the Company of any right, remedy or power pursuant to this Section 10.11 preclude any other obligations hereunderor future exercise of any right, remedy or power pursuant to this Section 10.11. Each and every right, remedy and power granted to the Company pursuant to this Section 10.11 or allowed it by Law or agreement with respect to this Section 10.11 shall be cumulative and not exclusive of any other, and may be exercised by the Company at any time or from time to time. The Sellers Company shall be entitled not have any obligation to enforce proceed at any and time or in any manner against, exhaust any or all of the Purchasers’ obligations under this Agreement directly Company’s rights against Parent, Merger Sub or any other Person liable for any Guaranteed Obligations prior to proceeding against Guarantor hereunder or resort to any security or other means of collecting payment. This Guarantee may only be amended by a writing signed and delivered by Guarantor and the liability of Guarantor for such obligations shall be joint and several with the liability of the Purchasers for such obligations hereunderCompany. 9.5.2 This Guaranty is a guarantee of payment and performance, and not of collection, and (f) Guarantor acknowledges and agrees that this Guaranty is full and unconditional, and no release or extinguishment of the Purchasers’ liabilities (other than in accordance with the terms of this Agreement or the Purchase Agreement), whether by decree in any bankruptcy Proceeding or otherwise, will affect the continuing validity and enforceability of this Guaranty. The Purchasers hereby waives any right to require the Sellers, as a condition of payment or performance by the Purchasers of any obligations of the Purchasers hereunder, to proceed against the Purchasers or pursue any other remedy whatsoever in the event that the Purchasers fails to perform its obligations hereunder. 9.5.3 Guarantor represents and warrants to the Sellers that and covenants that: (i) Guarantor is duly organized and validly existing under the Laws of Australia, and has full corporate power and authority to execute and deliver this Guaranty, and to perform its obligations hereunder, (ii) the execution, delivery and performance by Guarantor have been approved by the requisite corporate action, (iii) no other action on the part of Guarantor (or its equityholders) is necessary to authorize the execution, delivery and performance by Guarantor of this Guaranty, and (iv) this Guaranty has been duly executed and delivered by Guarantor and, assuming the due authorization, execution and delivery of this Agreement have been duly authorized by the parties hereto, will be all necessary action and do not contravene any provision of Guarantor’s organizational documents or any Law or contractual restriction binding on Guarantor or its assets; (ii) this Agreement constitutes a legal, valid and binding obligations obligation of Guarantor enforceable against Guarantor in accordance with its terms, subject to the Bankruptcy effect of any applicable bankruptcy, insolvency (including all Laws relating to fraudulent transfers), reorganization, moratorium or similar Laws affecting creditors’ rights generally and Equity Exceptionsubject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity), (iii) nothing in this Agreement will terminate its obligations under the Confidentiality Agreement and (iv) Guarantor will not issue any press release or other communication in contravention of Section 7.12. (g) Notwithstanding any payment made by or for the account of Guarantor pursuant to this Guarantee, Guarantor shall not be subrogated to any right of the Company until such time as the Company shall have received final payment in cash of the full amount of all Guaranteed Obligations. (h) Except as set forth in Section 10.11(d), nothing in this Section 10.11 shall waive any defenses, counterclaims or rights of setoff that Parent or Merger Sub may have under this Agreement or applicable Law.

Guaranty. 9.5.1 Guarantor(a) Parent, in order to induce the Sellers Company to execute and deliver this Agreement, hereby absolutely, unconditionally and irrevocably, as primary obligor and not merely as surety, irrevocably guarantees (the “Guaranty”) each and every covenant, agreement and other obligation of the PurchasersAcquiror and Merger Sub, including (i) the due, punctual and full payment and performance of all amounts Acquiror’s and Merger Sub’s (including their permitted designees’ and assigns’) obligations hereunder when due (and payable by including, for the Purchasers to the Sellers under or arising out avoidance of this Agreement and (ii) the due and punctual performance, when and as due, of all obligations of the Purchasers under or arising out of this Agreementdoubt, in each caseconnection with any breach of any of Acquiror’s and Merger Sub’s representations, warranties or covenants herein), subject to any and all limitations under this Agreement on Acquiror’s and the Purchase Agreement on the Purchasers’ Merger Sub’s covenants, agreements and other obligations hereunder. The Sellers shall be entitled to enforce any and all of the Purchasers’ obligations under this Agreement directly against Guarantor and the liability of Guarantor for such obligations shall be joint and several with the liability of the Purchasers for such obligations hereunder. 9.5.2 (b) This Guaranty is a guarantee of payment and performance, and not of collection, and Guarantor Parent acknowledges and agrees that this Guaranty is full and unconditional, and no release or extinguishment of the PurchasersAcquiror’s and Merger Sub’s and/or their respective designees’ liabilities or assigns’ Liabilities (other than in accordance with the terms of this Agreement or the Purchase Agreement), whether by decree in any bankruptcy Proceeding proceeding or otherwise, will affect the continuing validity and enforceability of this Guaranty. The Purchasers Parent hereby waives (i) any right to require the SellersCompany, as a condition of payment or performance by the Purchasers Parent of any obligations of the Purchasers Acquiror or Merger Sub hereunder, to proceed against the Purchasers Acquiror or Merger Sub or pursue any other remedy whatsoever in the event that the Purchasers Acquiror or Merger Sub fails to perform its obligations hereunder, and (ii) to the fullest extent permitted by applicable Law, any defenses or benefits that may be derived from or afforded by Law which limit the liability of or exonerate guarantors or sureties. 9.5.3 Guarantor (c) Parent represents and warrants to the Sellers Company that (i) Guarantor Parent is a Delaware corporation, duly organized and organized, validly existing and in good standing under the Laws of Australiathe State of Delaware, and has full all requisite corporate power and authority necessary to execute and deliver this Guaranty, and to perform its obligations hereunder, (ii) the execution, delivery and performance by Guarantor Parent of this Guaranty have been approved by the all requisite corporate action, and (iii) no other action on the part of Guarantor (or its equityholders) Parent is necessary to authorize the execution, delivery and performance by Guarantor Xxxxxx of this Guaranty. Except for the representations and warranties of Parent expressly set forth in this Section 9.15(c) and of Acquiror and Merger Sub expressly set forth in Article V, or in a certificate delivered pursuant to this Agreement, none of Parent, Acquiror, Merger Sub or any other person on behalf of Parent, Acquiror or Merger Sub makes any express or implied representation or warranty with respect to Parent, Acquiror, Merger Sub or with respect to any other information provided to the Company or any of its Affiliates in connection with the transactions contemplated hereby. (d) Without limiting in any way the foregoing Guaranty, but subject in all respects to any and all limitations on Acquiror’s and Merger Sub’s covenants, agreements and other obligations hereunder, Parent agrees to cause, and to take all actions to enable, Acquiror and Merger Sub to adhere to each provision of the Agreement which requires an act or omission on the part of Acquiror or Merger Sub or any of their respective Affiliates to cause or enable Acquiror and Merger Sub to comply with their respective obligations under this Agreement. (ive) this Guaranty has been duly executed The provisions of Section 9.1 (No Survival), Section 9.2 (Expenses), Section 9.3 (Counterparts; Effectiveness), Section 9.4 (Governing Law), Section 9.5 (Jurisdiction; Specific Enforcement), Section 9.6 (Waiver of Jury Trial), Section 9.7 (Notices), Section 9.8 (Assignment; Binding Effect), Section 9.9 (Severability), Section 9.10 (Entire Agreement), Section 9.11 (Amendments; Waivers), Section 9.12 (Headings), Section 9.13 (No Third-Party Beneficiaries) and delivered by Guarantor and, assuming the due authorization, execution and delivery Section 9.14 (Interpretation) of this Agreement by the parties hereto, will be legaldeemed to be applicable to this Section 9.15, valid and binding obligations for the purposes of Guarantor enforceable in accordance with its termssuch Sections, subject to the Bankruptcy and Equity Exception.Parent shall be considered a “Party”. [SIGNATURE PAGES FOLLOW]

Guaranty. 9.5.1 Guarantor(a) Parent, in order to induce the Sellers Company to execute and deliver this Agreement, hereby absolutely, unconditionally and irrevocably, as primary obligor and not merely as surety, irrevocably guarantees (the “Guaranty”) each and every covenant, agreement and other obligation of the PurchasersAcquiror and Merger Sub, including (i) the due, punctual and full payment and performance of all amounts Acquiror’s and Merger Sub’s (including their permitted designees’ and assigns’) obligations hereunder when due (and payable by including, for the Purchasers to the Sellers under or arising out avoidance of this Agreement and (ii) the due and punctual performance, when and as due, of all obligations of the Purchasers under or arising out of this Agreementdoubt, in each caseconnection with any breach of any of Acquiror’s and Merger Sub’s representations, warranties or covenants herein), subject to any and all limitations under this Agreement on Acquiror’s and the Purchase Agreement on the Purchasers’ Merger Sub’s covenants, agreements and other obligations hereunder. The Sellers shall be entitled to enforce any and all of the Purchasers’ obligations under this Agreement directly against Guarantor and the liability of Guarantor for such obligations shall be joint and several with the liability of the Purchasers for such obligations hereunder. 9.5.2 (b) This Guaranty is a guarantee of payment and performance, and not of collection, and Guarantor Parent acknowledges and agrees that this Guaranty is full and unconditional, and no release or extinguishment of the PurchasersAcquiror’s and Merger Sub’s and/or their respective designees’ liabilities or assigns’ Liabilities (other than in accordance with the terms of this Agreement or the Purchase Agreement), whether by decree in any bankruptcy Proceeding proceeding or otherwise, will affect the continuing validity and enforceability of this Guaranty. The Purchasers Parent hereby waives (i) any right to require the SellersCompany, as a condition of payment or performance by the Purchasers Parent of any obligations of the Purchasers Acquiror or Merger Sub hereunder, to proceed against the Purchasers Acquiror or Merger Sub or pursue any other remedy whatsoever in the event that the Purchasers Acquiror or Merger Sub fails to perform its obligations hereunder, and (ii) to the fullest extent permitted by applicable Law, any defenses or benefits that may be derived from or afforded by Law which limit the liability of or exonerate guarantors or sureties. 9.5.3 Guarantor (c) Parent represents and warrants to the Sellers Company that (i) Guarantor Parent is a Delaware corporation, duly organized and organized, validly existing and in good standing under the Laws of Australiathe State of Delaware, and has full all requisite corporate power and authority necessary to execute and deliver this Guaranty, and to perform its obligations hereunder, (ii) the execution, delivery and performance by Guarantor Parent of this Guaranty have been approved by the all requisite corporate action, and (iii) no other action on the part of Guarantor (or its equityholders) Parent is necessary to authorize the execution, delivery and performance by Guarantor Parent of this Guaranty. Except for the representations and warranties of Parent expressly set forth in this Section 9.15(c) and of Acquiror and Merger Sub expressly set forth in Article V, or in a certificate delivered pursuant to this Agreement, none of Parent, Acquiror, Merger Sub or any other person on behalf of Parent, Acquiror or Merger Sub makes any express or implied representation or warranty with respect to Parent, Acquiror, Merger Sub or with respect to any other information provided to the Company or any of its Affiliates in connection with the transactions contemplated hereby. (d) Without limiting in any way the foregoing Guaranty, but subject in all respects to any and all limitations on Acquiror’s and Merger Sub’s covenants, agreements and other obligations hereunder, Parent agrees to cause, and to take all actions to enable, Acquiror and Merger Sub to adhere to each provision of the Agreement which requires an act or omission on the part of Acquiror or Merger Sub or any of their respective Affiliates to cause or enable Acquiror and Merger Sub to comply with their respective obligations under this Agreement. (ive) this Guaranty has been duly executed The provisions of Section 9.1 (No Survival), Section 9.2 (Expenses), Section 9.3 (Counterparts; Effectiveness), Section 9.4 (Governing Law), Section 9.5 (Jurisdiction; Specific Enforcement), Section 9.6 (Waiver of Jury Trial), Section 9.7 (Notices), Section 9.8 (Assignment; Binding Effect), Section 9.9 (Severability), Section 9.10 (Entire Agreement), Section 9.11 (Amendments; Waivers), Section 9.12 (Headings), Section 9.13 (No Third Party Beneficiaries) and delivered by Guarantor and, assuming the due authorization, execution and delivery Section 9.14 (Interpretation) of this Agreement by the parties hereto, will be legaldeemed to be applicable to this Section 9.15, valid and binding obligations for the purposes of Guarantor enforceable in accordance with its termssuch Sections, subject to the Bankruptcy and Equity ExceptionParent shall be considered a “Party”.

Guaranty. 9.5.1 GuarantorFor good and valuable consideration, the receipt and sufficiency of which are acknowledged, the undersigned (the “Guarantors”) jointly, severally and unconditionally guarantee, in accordance with the terms hereof and without any prior written notice, the full and punctual payment and performance of all of the Liabilities (as defined herein) when due (the “Guaranty”), whether required by acceleration or otherwise of XO COMMUNICATIONS, LLC, a Delaware limited liability company (the “Company”), to the purchasers listed on Schedule A and their permitted assigns of the Note Purchase Agreement (the “Agreement”) entered into on March 13, 2008 by and among the Company and such purchasers (the “Purchasers”). This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment as well as performance of all of the Liabilities whether now outstanding or arising in the future. Should the Company default in the payment or performance of any of the Liabilities, the obligations of the Guarantors hereunder with respect to the Liabilities in default shall, upon demand by the Purchasers, become immediately due and payable, without further demand or notice of any nature from the Purchasers, all of which are expressly waived by the Guarantors. Payments by the Guarantors hereunder may be required by the Purchasers on any number of occasions. Capitalized terms used herein but not defined shall have the same meanings ascribed to them in the Agreement. The Guarantors have agreed to execute and deliver each provision of this Guaranty jointly and severally in order to induce the Sellers Purchasers on the date hereof to execute enter into the Agreement and deliver this Agreementto purchase the Notes. Such Agreement confers a substantial direct benefit on the Guarantors. The Guarantors hereby acknowledge and agree that the foregoing constitutes full and fair consideration and reasonably equivalent value for the obligations, hereby absolutely, unconditionally covenants and irrevocably, as primary obligor and not merely as surety, guarantees each and every covenant, agreement and other obligation agreements of the Purchasers, including (i) the due, punctual and full payment of all amounts due and payable by the Purchasers to the Sellers under or arising out of this Agreement and (ii) the due and punctual performance, when and as due, of all obligations of the Purchasers under or arising out of this Agreement, in each case, subject to any and all limitations under this Agreement and the Purchase Agreement on the Purchasers’ covenants, agreements and other obligations hereunder. The Sellers shall be entitled to enforce any and all of the Purchasers’ obligations under this Agreement directly against Guarantor and the liability of Guarantor for such obligations shall be joint and several with the liability of the Purchasers for such obligations Guarantors hereunder. 9.5.2 This Guaranty is a guarantee of payment and performance, and not of collection, and Guarantor acknowledges and agrees that this Guaranty is full and unconditional, and no release or extinguishment of the Purchasers’ liabilities (other than in accordance with the terms of this Agreement or the Purchase Agreement), whether by decree in any bankruptcy Proceeding or otherwise, will affect the continuing validity and enforceability of this Guaranty. The Purchasers hereby waives any right to require the Sellers, as a condition of payment or performance by the Purchasers of any obligations of the Purchasers hereunder, to proceed against the Purchasers or pursue any other remedy whatsoever in the event that the Purchasers fails to perform its obligations hereunder. 9.5.3 Guarantor represents and warrants to the Sellers that (i) Guarantor is duly organized and validly existing under the Laws of Australia, and has full corporate power and authority to execute and deliver this Guaranty, and to perform its obligations hereunder, (ii) the execution, delivery and performance by Guarantor have been approved by the requisite corporate action, (iii) no other action on the part of Guarantor (or its equityholders) is necessary to authorize the execution, delivery and performance by Guarantor of this Guaranty, and (iv) this Guaranty has been duly executed and delivered by Guarantor and, assuming the due authorization, execution and delivery of this Agreement by the parties hereto, will be legal, valid and binding obligations of Guarantor enforceable in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Guaranty. 9.5.1 Guarantor(a) Each Guarantor has executed and delivered to the Administrative Agent, in order to induce and each Specified Subsidiary shall, promptly upon request by the Sellers to Administrative Agent, execute and deliver to the Administrative Agent, a Guaranty (or a joinder thereto). The Borrower will cause each such Specified Subsidiary to deliver to the Administrative Agent, simultaneously with its delivery of such a Guaranty, written evidence satisfactory to the Administrative Agent and its counsel that such Specified Subsidiary has taken all corporate, limited liability company or partnership action necessary to duly approve and authorize its execution, delivery and performance of such Guaranty and any Security Documents and other documents which it is required to execute. (b) To induce the Lenders and the Administrative Agent to enter into this Agreement, hereby absolutely, unconditionally the Borrower and irrevocably, as primary obligor and not merely as surety, guarantees each and every covenant, agreement and other obligation of the Purchasers, including (i) the due, punctual and full payment of all amounts due and payable by the Purchasers to the Sellers under or arising out of this Agreement and (ii) the due and punctual performance, when and as due, of all obligations of the Purchasers under or arising out of this Agreement, in each case, subject to any and all limitations under this Agreement and the Purchase Agreement on the Purchasers’ covenants, agreements and other obligations hereunder. The Sellers shall be entitled to enforce any and all of the Purchasers’ obligations under this Agreement directly against Guarantor and the liability of Guarantor for such obligations shall be joint and several with the liability of the Purchasers for such obligations hereunder. 9.5.2 This Guaranty is a guarantee of payment and performance, and not of collection, and Guarantor acknowledges and agrees that this Guaranty is full and unconditional, and no release or extinguishment of the Purchasers’ liabilities (other than in accordance with the terms of this Agreement or the Purchase Agreement), whether by decree in any bankruptcy Proceeding or otherwise, will affect the continuing validity and enforceability of this Guaranty. The Purchasers hereby waives any right to require the Sellers, as a condition of payment or performance by the Purchasers of any obligations of the Purchasers hereunder, to proceed against the Purchasers or pursue any other remedy whatsoever in the event that the Purchasers fails to perform its obligations hereunder. 9.5.3 Guarantor represents and warrants to each such Person as of the Sellers that Closing Date and after giving effect to the making of the Loans on the Closing Date: (i) The Borrower and each Guarantor are mutually dependent on each other in the conduct of their respective businesses, with the credit needed from time to time by each often being provided by another or by means of financing obtained by one such Affiliate with the support of the other for their mutual benefit and the ability of each to obtain such financing is duly organized and validly existing under dependent on the Laws successful operations of Australiathe other. The board of directors, and manager or general partner, where applicable, of each Guarantor has full corporate power and authority to execute and deliver this Guaranty, and to perform its obligations hereunder, (ii) the determined that such Guarantor’s execution, delivery and performance of this Agreement may reasonably be expected to directly or indirectly benefit such Guarantor and is in the best interests of such Guarantor. (ii) The direct or indirect value of the consideration received and to be received by such Guarantor have been approved by in connection herewith is reasonably worth at least as much as the requisite corporate actionliability and obligations of each Guarantor hereunder and its Guaranty, and the incurrence of such liability and obligations in return for such consideration may reasonably be expected to benefit such Guarantor, directly or indirectly. (iii) no other action on Neither the part Borrower nor any Guarantor is “insolvent” (that is, the sum of such Person’s absolute and contingent liabilities, including the Obligations, does not exceed the fair market value of such Person’s assets, including any rights of contribution, reimbursement or indemnity). Each of the Borrower and each Guarantor has capital which is adequate for the businesses in which such Person is engaged and intends to be engaged. None of the Borrower nor any Guarantor has incurred (whether hereby or its equityholders) is necessary otherwise), nor does the Borrower or Guarantor intend to authorize the executionincur or believe that it will incur, delivery and performance by Guarantor of this Guaranty, and (iv) this Guaranty has been duly executed and delivered by Guarantor and, assuming the due authorization, execution and delivery of this Agreement by the parties hereto, liabilities which will be legal, valid and binding obligations of Guarantor enforceable in accordance with beyond its terms, subject ability to the Bankruptcy and Equity Exceptionpay as such liabilities mature.

Guaranty. 9.5.1 Guarantor, in order (a) Guarantor agrees to induce the Sellers take all actions necessary to execute cause Parent and deliver this Agreement, hereby absolutely, unconditionally and irrevocably, as primary obligor and not merely as surety, guarantees each and every covenant, agreement and other obligation Mxxxxx Sub to perform all of the Purchasers, including (i) the due, punctual and full payment of all amounts due and payable by the Purchasers to the Sellers under or arising out of this Agreement and (ii) the due and punctual performance, when and as due, of all obligations of the Purchasers under or arising out of this Agreement, in each case, subject to any and all limitations under this Agreement and the Purchase Escrow Agreement on (the Purchasers’ covenants“Guaranteed Obligations”). Guarantor unconditionally and irrevocably guarantees as a primary obligation to the Company, agreements the Company Securityholders and other the Representative the full, complete, and punctual performance by Pxxxxx and Merger Sub of such Guaranteed Obligations. Any failure of Parent or Merger Sub to first perform or comply with any such Guaranteed Obligations, and any breach of any representation or warranty of Parent and Merger Sub contained herein, shall be deemed to be a breach of such Guaranteed Obligations or such representation or warranty, by Guarantor. Guarantor waives diligence, presentment, demand of performance, filing of any claim, any right to require any proceeding first against Parent or Merger Sub, protest, notice and all demands whatsoever in connection with the performance of its obligations hereunderset forth in this Section ‎5.15. Guarantor further agrees that the obligations which it guarantees performance of under this Section ‎5.15 may be amended, modified, assigned, extended or renewed, in whole or in part, and it will remain bound by this guarantee notwithstanding any such amendment, modification, assignment, extension, or renewal of any such obligation that is made in accordance with Section ‎8.4. The Sellers obligations of Guarantor hereunder shall not be affected by (i) the failure of the Company to assert any claim or demand or to enforce any right or remedy against Parent or Merger Sub or any other guarantor under the provisions of this Agreement or any other agreement or otherwise, (ii) any extension or renewal of any provision hereof or thereof, (iii) the failure of the Company to obtain the consent of Guarantor with respect to any rescission, waiver, compromise, amendment or modification of any of the terms or provisions of this Agreement or of any other agreement or (iv) the release, exchange, waiver or foreclosure of any security held for the Guaranteed Obligations or any of them. Guarantor unconditionally and irrevocably waives each and every defense and setoff of any nature which under the principle of guaranty or otherwise would operate to impair or diminish in any way the obligations of Guarantor under this Section ‎5.15 other than any defense or setoff of Parent or Merger Sub to which Guarantor is entitled. (b) If any payment to the Company Securityholders, or any discharge given by the Company Securityholders, is avoided or reduced as a result of insolvency or any similar event, the liability of Parent, Merger Sub and Guarantor shall continue as if the payment, discharge, avoidance or reduction had not occurred and the Company Securityholders, as applicable, shall be entitled to enforce any recover the value or amount of the applicable security or payment. (c) Notwithstanding anything herein to the contrary, each Company Securityholder shall be a third party beneficiary of this Section ‎5.15 with respect to all such rights, benefits and privileges and each of the Company Securityholders and the Representative on behalf of the Company Securityholders shall each have all of the Purchasers’ obligations under this Agreement directly rights and benefits of a third party beneficiary, including an independent right of action to enforce such rights, benefits and privileges directly, without the consent or joinder of any other Person, against Guarantor Guarantor, and such rights, benefits and privileges (including exculpatory rights and rights to indemnification) shall not be modified or amended without the liability of Guarantor for such obligations shall be joint and several with the liability consent of the Purchasers for such obligations hereunder. 9.5.2 This Guaranty is a guarantee of payment and performance, and not of collection, and Guarantor acknowledges and agrees that this Guaranty is full and unconditional, and no release or extinguishment Representative on behalf of the Purchasers’ liabilities (other than in accordance with the terms of this Agreement or the Purchase Agreement), whether by decree in any bankruptcy Proceeding or otherwise, will affect the continuing validity and enforceability of this Guaranty. The Purchasers hereby waives any right to require the Sellers, as a condition of payment or performance by the Purchasers of any obligations of the Purchasers hereunder, to proceed against the Purchasers or pursue any other remedy whatsoever in the event that the Purchasers fails to perform its obligations hereunderCompany Securityholders. 9.5.3 Guarantor represents and warrants to the Sellers that (i) Guarantor is duly organized and validly existing under the Laws of Australia, and has full corporate power and authority to execute and deliver this Guaranty, and to perform its obligations hereunder, (ii) the execution, delivery and performance by Guarantor have been approved by the requisite corporate action, (iii) no other action on the part of Guarantor (or its equityholders) is necessary to authorize the execution, delivery and performance by Guarantor of this Guaranty, and (iv) this Guaranty has been duly executed and delivered by Guarantor and, assuming the due authorization, execution and delivery of this Agreement by the parties hereto, will be legal, valid and binding obligations of Guarantor enforceable in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Guaranty. 9.5.1 GuarantorMRCC and Bedminster (collectively, in order the "Guarantors"), on an absolute, unconditional and continuing basis, each hereby guarantees to induce the Sellers to execute LGAF, and deliver its successors and assigns, and participants and guarantors, that CAHC shall timely, fully and completely pay, perform and discharge all Put Option Obligations of CAHC under this Agreement, hereby including, without limitation, 1) all Put Option Obligations that relate to or arise from the Puts and/or the Bonds, 2) all costs, reasonable attorneys' fees and other expenses paid or incurred by LGAF to enforce the terms of or collect any sums under this Agreement upon an Event of Default by CAHC, and/or 3) all renewals and extensions thereof (the "Guaranty"). Pursuant thereto, MRCC and Bedminster absolutely, unconditionally and irrevocablycontinuously agree, as primary obligor promise and not merely as suretycovenant that, guarantees each upon an Event of Default, MRCC and every covenantBedminster, agreement upon demand by LGAF and other obligation without further notice of the Purchasersdishonor and without any notice with respect to any matter or occurrence having been given to CAHC previous to any such demand, including (i) the dueshall immediately pay, punctual perform and/or discharge completely and full payment of all amounts due and payable by the Purchasers to the Sellers under or arising out of this Agreement and (ii) the due and punctual performance, when and as due, of all obligations of the Purchasers under or arising out of this Agreement, in each case, subject to fully any and all limitations under this Agreement such Put Option Obligations. Each of MRCC, Bedminster and LGAF hereby confirms that it is the Purchase Agreement on the Purchasers’ covenants, agreements and other obligations hereunder. The Sellers shall be entitled to enforce any and intention of all of the Purchasers’ obligations under this Agreement directly against Guarantor and the liability of Guarantor for such obligations shall be joint and several with the liability of the Purchasers for such obligations hereunder. 9.5.2 This Guaranty is a guarantee of payment and performance, and not of collection, and Guarantor acknowledges and agrees persons that this Guaranty is full and unconditionalthe obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of Title 11, and no release U.S. Code, or extinguishment any similar federal or state law for the relief of the Purchasers’ liabilities debtors (other than in accordance with the terms of this Agreement or the Purchase Agreement"Bankruptcy Law"), whether by decree in the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any bankruptcy Proceeding similar federal or otherwise, will affect state law to the continuing validity extent applicable to this Guaranty and enforceability of this Guaranty. The Purchasers hereby waives any right to require the Sellers, as a condition of payment or performance by the Purchasers of any obligations of each Guarantor hereunder. To effectuate the Purchasers hereunderforegoing intention, LGAF, MRCC and Bedminster hereby irrevocably agree that the obligations of each Guarantor under this Guaranty at any time shall be limited to proceed against the Purchasers or pursue any other remedy whatsoever maximum amount as will result in the event that the Purchasers fails to perform its obligations hereunder. 9.5.3 of such Guarantor represents and warrants to the Sellers that (i) Guarantor is duly organized and validly existing under the Laws of Australia, and has full corporate power and authority to execute and deliver this Guaranty, and to perform its obligations hereunder, (ii) the execution, delivery and performance by Guarantor have been approved by the requisite corporate action, (iii) no other action on the part of Guarantor (or its equityholders) is necessary to authorize the execution, delivery and performance by Guarantor of this Guaranty, and (iv) this Guaranty has been duly executed and delivered by Guarantor and, assuming the due authorization, execution and delivery of this Agreement by the parties hereto, will be legal, valid and binding obligations of Guarantor enforceable in accordance with its terms, subject to the Bankruptcy and Equity Exceptionnot constituting a fraudulent transfer or conveyance.

Guaranty. 9.5.1 Guarantor, (a) If [LLC Name] fails to perform any covenants or satisfy any condition set forth in order the Agreement relating to induce the Sellers to execute and deliver this Agreement, hereby absolutely, unconditionally and irrevocably, as primary obligor and not merely as surety, guarantees each and every covenant, agreement and other obligation construction portion of the PurchasersWork, including (i) the dueGuarantor shall, punctual and full payment of all amounts due and payable upon demand in writing by the Purchasers Board promptly take such actions required thereby as necessary to the Sellers under or arising out of this Agreement and (ii) the due and punctual performance, when and as due, of all obligations cause [LLC Name] to be in full compliance with such requirements of the Purchasers under or arising out of this Agreement, in each case, subject case solely to the extent that the failure of [LLC Name] to perform such covenant or satisfy such condition results from a failure by the Guarantor to perform such architect - engineer services (as hereinafter defined) under any and all limitations under this Agreement A-E contract between [LLC Name] and the Purchase Agreement on Guarantor in relation to the Purchasers’ covenantsProject (each a “Construction Contract”). Without limiting the foregoing, agreements it is expressly understood that the Guarantor hereby unconditionally guarantees the obligations to provide insurance and other obligations hereunder. The Sellers shall be entitled to enforce any bonds and all each of the Purchasers’ warranty and indemnification obligations of [LLC Name] under this Agreement directly against Guarantor and the liability Agreement, in each case solely to the extent that the failure of Guarantor for [LLC Name] to perform such obligations shall be joint and several results from a failure by the Guarantor to perform Construction Work under the Construction Contract. (b) If [LLC Name] defaults under the Agreement with the liability Board relating to the Project, or if [LLC Name] Defaults on any Construction Contract with the Guarantor with respect to the Project (which default in each case is continuing after the expiration of any applicable grace period) then the Guarantor agrees to continue to perform under the Construction Contract for the benefit of the Purchasers for such obligations hereunder. 9.5.2 This Guaranty is a guarantee of payment and performanceBoard, and not of collection, and Guarantor acknowledges and agrees provided that this Guaranty is full and unconditional, and no release or extinguishment of the Purchasers’ liabilities (other than in accordance with Board continues to pay all amounts when due under the terms of this Agreement or the Purchase Agreement), whether by decree in any bankruptcy Proceeding or otherwise, will affect the continuing validity and enforceability of this Guarantysuch Construction Contract. The Purchasers hereby waives Board shall pay for any right to require the Sellers, as a condition of payment or performance Construction Work satisfactorily performed by the Purchasers Guarantor if [LLC Name] has not been paid by Board and [LLC Name] has not paid in full to the Guarantor all amounts due to Agreement Falls Church City School Board Page 1 of any 3 date Exhibit - Construction Contractor’s Guaranty Guarantor. After the demand, the Guarantor shall continue to perform under such Construction Contract for the Board’s benefit so long as the Board continues to pay all other amounts when due under the terms of such Construction Contract and performs its duties and obligations under the terms of the Purchasers hereunder, to proceed against the Purchasers or pursue any other remedy whatsoever in the event that the Purchasers fails to perform its obligations hereunderAgreement. 9.5.3 Guarantor represents and warrants to the Sellers that (i) Guarantor is duly organized and validly existing under the Laws of Australia, and has full corporate power and authority to execute and deliver this Guaranty, and to perform its obligations hereunder, (ii) the execution, delivery and performance by Guarantor have been approved by the requisite corporate action, (iii) no other action on the part of Guarantor (or its equityholders) is necessary to authorize the execution, delivery and performance by Guarantor of this Guaranty, and (iv) this Guaranty has been duly executed and delivered by Guarantor and, assuming the due authorization, execution and delivery of this Agreement by the parties hereto, will be legal, valid and binding obligations of Guarantor enforceable in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Guaranty. 9.5.1 Guarantor, in order to induce the Sellers to execute and deliver this Agreement, (a) Guarantor hereby absolutely, unconditionally and irrevocablyirrevocably guarantees to Timeline, as primary obligor and not merely as a surety, guarantees each the full and every covenantprompt payment when due of all of Buyer’s payment obligations under the First Acquisition Note and Buyer’s indemnification obligations under the Purchase Agreement, agreement all in accordance with the respective terms and other obligation of subject to the Purchasersconditions thereof, including the provisions relating to any indemnification escrow account pursuant to Section 8.3(b) thereunder (i) all of such obligations, collectively, the due, punctual and full payment of all amounts “Guaranteed Obligations”). Guarantor agrees that such obligations shall forthwith become due and payable by Guarantor for the Purchasers purposes of this Guaranty upon the occurrence of any event or condition giving rise to the Sellers obligation of Buyer so to pay under the Purchase Agreement. The liability of Guarantor under this Guaranty is a guaranty of payment and not of collection. (b) Guarantor promises to pay all reasonable attorneys’ fees and other damages, costs and expenses incurred by Timeline as a result of (i) Buyer’s failure to promptly and fully perform any of the Guaranteed Obligations or arising out (ii) Guarantor’s failure to fulfill its obligations under this Guaranty. (c) For the avoidance of this doubt, in the event that Buyer pays or has paid any amounts which would otherwise be payable under the First Acquisition Note or under the Purchase Agreement to the Indemnification Escrow Agent pursuant to the provisions of Section 8 of the Purchase Agreement, (i) such amounts shall not be Guaranteed Obligations hereunder until such time and to the extent that the indemnification claim(s) that is(are) the subject of such escrow is determined in favor of Timeline, and (ii) the due and punctual performance, when and as due, of all obligations of the Purchasers under or arising out of this Agreement, in each case, subject to any and all limitations under this Agreement and the Purchase Agreement on the Purchasersattorneys’ covenants, agreements fees and other obligations hereunder. The Sellers damages, costs and expenses incurred by or on behalf of Timeline in connection with determination of such claim(s) shall not be entitled Guaranteed Obligations (except to enforce any the extent that such fees, damages, costs and all expenses qualify as “Damages” for which Timeline has the right to claim indemnification under Section 8 of the Purchasers’ obligations under this Agreement directly against Guarantor and the liability of Guarantor for such obligations shall be joint and several with the liability of the Purchasers for such obligations hereunder. 9.5.2 This Guaranty is a guarantee of payment and performance, and not of collection, and Guarantor acknowledges and agrees that this Guaranty is full and unconditional, and no release or extinguishment of the Purchasers’ liabilities (other than in accordance with the terms of this Agreement or the Purchase Agreement), whether by decree in any bankruptcy Proceeding nor shall they be considered damages, costs or otherwise, will affect the continuing validity and enforceability of this Guaranty. The Purchasers hereby waives any right expenses payable pursuant to require the Sellers, as a condition of payment or performance by the Purchasers of any obligations of the Purchasers hereunder, to proceed against the Purchasers or pursue any other remedy whatsoever in the event that the Purchasers fails to perform its obligations hereunderSection 1(b) above. 9.5.3 Guarantor represents and warrants to the Sellers that (i) Guarantor is duly organized and validly existing under the Laws of Australia, and has full corporate power and authority to execute and deliver this Guaranty, and to perform its obligations hereunder, (ii) the execution, delivery and performance by Guarantor have been approved by the requisite corporate action, (iii) no other action on the part of Guarantor (or its equityholders) is necessary to authorize the execution, delivery and performance by Guarantor of this Guaranty, and (iv) this Guaranty has been duly executed and delivered by Guarantor and, assuming the due authorization, execution and delivery of this Agreement by the parties hereto, will be legal, valid and binding obligations of Guarantor enforceable in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Guaranty. 9.5.1 GuarantorSeller Guarantor hereby irrevocably and unconditionally guarantees (a) the full, in order to induce the Sellers to execute complete, and deliver this Agreement, hereby absolutely, unconditionally and irrevocablytimely performance by either or both Sellers, as primary obligor and not merely as surety, guarantees each and every covenant, agreement and other obligation of the Purchasers, including (i) the due, punctual and full payment of all amounts due and payable by the Purchasers to the Sellers under or arising out of this Agreement and (ii) the due and punctual performance, when and as dueapplicable, of all of either or both Sellers' obligations under the Purchase and Sale Agreement, the Consent and Agreement, and the other documents executed and delivered by Sellers in connection with the Closing of the Purchasers under transactions contemplated thereunder (collectively, the "Closing Documents"), whether for the payment of money, the making of representations and warranties or arising out otherwise, and (b) the payment of this Agreement, in each case, subject to any and all limitations damages arising under the Closing Documents together with all reasonable out-of-pocket expenses (including reasonable attorneys' fees and expenses) incurred by Purchaser in enforcing this Agreement Guaranty. Seller Guarantor agrees that in the event that either or both Sellers fail to pay or perform any of their obligations to Purchaser under the Closing Documents, as each may from time to time be amended (the "Guaranteed Obligations"), then Seller Guarantor will pay or perform such Guaranteed Obligations in the place and stead of either or both such Sellers, as applicable, and to the Purchase Agreement on full extent that either or both such Sellers are obligated to pay or perform such Guaranteed Obligations. In the Purchasers’ covenants, agreements event either or both Sellers become obligated to pay or perform any Guaranteed Obligations and other obligations hereunder. The Sellers shall be entitled fail to enforce any and all of the Purchasers’ obligations under this Agreement directly against Guarantor and the liability of Guarantor for timely pay or perform such obligations shall be joint and several with the liability of the Purchasers for such obligations hereunder. 9.5.2 This Guaranty is a guarantee of payment and performance, and not of collection, and Guarantor acknowledges and agrees that this Guaranty is full and unconditional, and no release or extinguishment of the Purchasers’ liabilities (other than in accordance with the terms of this Agreement or the Purchase Agreement)Agreement and the Closing Documents, whether by decree in any bankruptcy Proceeding then Purchaser may provide written notice to Seller Guarantor demanding that Seller Guarantor either cause either or otherwise, will affect the continuing validity and enforceability of this Guaranty. The Purchasers hereby waives any right to require the both such Sellers, as a condition of payment or performance by the Purchasers of any obligations of the Purchasers hereunderapplicable, to proceed against pay or perform the Purchasers Guaranteed Obligations or pursue any other remedy whatsoever to pay or perform such Guaranteed Obligations in the event that the Purchasers fails to perform its obligations hereunder. 9.5.3 Guarantor represents place and warrants stead of either or both such Sellers, as applicable. Notwithstanding anything to the Sellers that (i) Guarantor is duly organized and validly existing under the Laws of Australia, and has full corporate power and authority to execute and deliver contrary in this Guaranty, Seller Guarantor's aggregate liability hereunder shall not exceed U.S. $5,000,000; provided, however, that Seller Guarantor's aggregate liability hereunder with respect to Sections 2.1 and to perform its obligations hereunder, (ii) 4.3 of the execution, delivery Purchase and performance by Guarantor have been approved by the requisite corporate action, (iii) no other action on the part of Guarantor (or its equityholders) is necessary to authorize the execution, delivery and performance by Guarantor of this Guaranty, and (iv) this Guaranty has been duly executed and delivered by Guarantor and, assuming the due authorization, execution and delivery of this Sale Agreement by the parties hereto, will shall be legal, valid and binding obligations of Guarantor enforceable in accordance with its terms, subject to the Bankruptcy and Equity Exceptionunlimited.

Guaranty. 9.5.1 Guarantor, in order to induce the Sellers to execute and deliver this Agreement, hereby absolutely, unconditionally and irrevocably, as primary obligor and not merely as surety, guarantees each and every covenant, agreement and other obligation of the Purchasers, including (i) the due, punctual and full payment of all amounts due and payable by the Purchasers to the Sellers under or arising out of this Agreement and (ii) the due and punctual performance, when and as due, of all obligations of the Purchasers under or arising out of this Agreement, in each case, subject to any and all limitations under this Agreement and the Purchase Agreement on the Purchasers’ covenants, agreements and other obligations hereunder. The Sellers shall be entitled to enforce any and all of the Purchasers’ obligations under this Agreement directly against Guarantor and the liability of Guarantor for such obligations shall be joint and several with the liability of the Purchasers for such obligations hereunder.the 9.5.2 This Guaranty is a guarantee of payment and performance, and not of collection, and Guarantor acknowledges and agrees that this Guaranty is full and unconditional, and no release or extinguishment of the Purchasers’ liabilities (other than in accordance with the terms of this Agreement or the Purchase Agreement), whether by decree in any bankruptcy Proceeding or otherwise, will affect the continuing validity and enforceability of this Guaranty. The Purchasers hereby waives any right to require the Sellers, as a condition of payment or performance by the Purchasers of any obligations of the Purchasers hereunder, to proceed against the Purchasers or pursue any other remedy whatsoever in the event that the Purchasers fails to perform its obligations hereunder. 9.5.3 Guarantor represents and warrants to the Sellers that (i) Guarantor is duly organized and validly existing under the Laws of Australia, and has full corporate power and authority to execute and deliver this Guaranty, and to perform its obligations hereunder, (ii) the execution, delivery and performance by Guarantor have been approved by the requisite corporate action, (iii) no other action on the part of Guarantor (or its equityholders) is necessary to authorize the execution, delivery and performance by Guarantor of this Guaranty, and (iv) this Guaranty has been duly executed and delivered by Guarantor and, assuming the due authorization, execution and delivery of this Agreement by the parties hereto, will be legal, valid and binding obligations of Guarantor enforceable in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Guaranty. 9.5.1 Guarantor, in In order to induce the Sellers Seller to execute enter into the Asset Purchase Agreement: a. New Media Investment Group hereby irrevocably and deliver this Agreement, hereby absolutely, unconditionally and irrevocably, as primary obligor and not merely as surety, guarantees each and every covenant, agreement and other obligation of the Purchasers, including (i) the due, punctual and full payment of all amounts due and payable by the Purchasers to the Sellers under or arising out of this Agreement the punctual and (ii) the due and punctual faithful performance, when keeping, observance and as due, fulfillment by the Purchaser of all of the agreements, conditions and obligations of the Purchasers under or arising out of this Purchaser for the benefit of, and to, the Sellers, contained in the Asset Purchase Agreement, in each casewhich agreements, subject conditions and obligations are to any and all limitations under this Agreement and be performed, kept, observed or fulfilled on or before the Purchase Agreement on Closing Date (collectively, the Purchasers’ covenants“ Pre-Closing Obligations”). Subject to Section 3, agreements and other obligations hereunder. The Sellers shall be entitled to enforce any and all of the Purchasers’ New Media Investment Group’s performance obligations under this Agreement directly against Guarantor and the liability of Guarantor for such obligations shall be joint and several with the liability Guaranty will survive any expiration or termination of the Purchasers for Asset Purchase Agreement (which does not result in the Closing occurring) until such obligations hereunder. 9.5.2 time as the Purchaser’s performance of the Pre-Closing Obligations under the Asset Purchase Agreement are satisfied. This Guaranty is a guarantee guaranty of payment and performance, and not . New Media Investment Group shall be liable to the Sellers for any liabilities incurred by the Sellers directly as a result of collection, and Guarantor acknowledges and agrees such default by the Purchaser under the Asset Purchase Agreement; provided that this Guaranty is full and unconditional, and no release or extinguishment of the Purchasers’ liabilities Sellers shall notify (other than in accordance with Section 10.1 of the terms of this Agreement or the Asset Purchase Agreement)) New Media Investment Group promptly after the Sellers become aware of such default by the Purchaser under the Asset Purchase Agreement. b. Upon the occurrence of Closing, whether New Media Holdings hereby irrevocably and unconditionally guarantees to the Sellers the punctual and faithful performance, keeping, observance and fulfillment by decree in any bankruptcy Proceeding or otherwisethe Purchaser of all of the agreements, will affect conditions and obligations of the continuing validity Purchaser for the benefit of, and enforceability of this Guaranty. The Purchasers hereby waives any right to require to, the Sellers, as a condition of payment contained in the Asset Purchase Agreement and in the Ancillary Agreements (collectively, the “Pre- and Post-Closing Obligations”). New Media Holding’s performance obligations under this Guaranty will survive any expiration or performance by the Purchasers of any obligations termination of the Purchasers hereunder, to proceed against Asset Purchase Agreement or any Ancillary Agreement until such time as the Purchasers or pursue any other remedy whatsoever in Purchaser’s performance of the event that Pre- and Post-Closing Obligations under the Purchasers fails to perform its obligations hereunder. 9.5.3 Guarantor represents Asset Purchase Agreement and warrants the Ancillary Agreements are satisfied. This Guaranty is a guaranty of performance. New Media Holdings shall be liable to the Sellers that (i) Guarantor is duly organized and validly existing for any liabilities incurred by the Sellers directly as a result of such default by the Purchaser under the Laws of Australia, and has full corporate power and authority to execute and deliver this Guaranty, and to perform its obligations hereunder, Asset Purchase Agreement or any Ancillary Agreements; provided that the Sellers shall notify (ii) the execution, delivery and performance by Guarantor have been approved by the requisite corporate action, (iii) no other action on the part of Guarantor (or its equityholders) is necessary to authorize the execution, delivery and performance by Guarantor of this Guaranty, and (iv) this Guaranty has been duly executed and delivered by Guarantor and, assuming the due authorization, execution and delivery of this Agreement by the parties hereto, will be legal, valid and binding obligations of Guarantor enforceable in accordance with its terms, subject to Section 10.1 of the Bankruptcy and Equity ExceptionAsset Purchase Agreement) New Media Holdings promptly after the Sellers become aware of such default by the Purchaser under the Asset Purchase Agreement.

Guaranty. 9.5.1 Guarantor(a) Each Guarantor hereby, in order to induce the Sellers to execute jointly and deliver this Agreementseverally, hereby irrevocably, absolutely, and unconditionally guarantees to the Collateral Agent for the benefit of each Purchaser the prompt, complete, and irrevocablyfull payment when due, as primary obligor and not merely as suretyno matter how the same shall become due, guarantees each and every covenant, agreement and other obligation of the Purchasers, including of: (i) the dueNotes, punctual any loans and full payment of any instruments that may be issued from time to time to evidence the loans and all amounts due principal and all interest thereon and all other sums payable by the Purchasers to the Sellers under or arising out of this Agreement and thereunder; (ii) all Obligations owing to the Collateral Agent and the Purchasers under the Transaction Documents; and (iii) all other sums payable under the other Transaction Documents, whether for principal, interest, fees or otherwise. Without limiting the generality of the foregoing, each Guarantor's liability hereunder shall extend to and include all post-petition interest, expenses, and other duties and liabilities of Obligors described above in this subsection (a), or below in the following subsection (b), which would be owed by an Obligor even if they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, or similar proceeding involving such Obligor. (b) Each Guarantor hereby, jointly and punctual severally, irrevocably, absolutely, and unconditionally guarantees to the Collateral Agent for the benefit of each Purchaser the prompt, complete and full performance, when due, and as no matter how the same shall become due, of all obligations Obligations owing to the Collateral Agent and each Purchaser under the Transaction Documents. (c) If the any Co-Borrower shall for any reason fail to pay any Guaranteed Obligation, as and when such Guaranteed Obligation shall become due and payable, whether at its stated maturity, as a result of the Purchasers under exercise of any power to accelerate, or arising out otherwise, each Guarantor will, without demand by the Collateral Agent, pay such Guaranteed Obligation in full to the Collateral Agent for the benefit of this Agreementthe Collateral Agent and the Purchasers. If an applicable Obligor shall for any reason fail to perform promptly any Guaranteed Obligation, each Guarantor will, without demand by the Collateral Agent or any Purchaser, cause such Guaranteed Obligation to be performed or, if specified by the Collateral Agent, provide sufficient funds, in such amount and manner as the Collateral Agent shall in good faith determine, for the prompt, full and faithful performance of such Guaranteed Obligation by the Collateral Agent, any Purchaser or such other Person as Purchaser shall designate. (d) If an Obligor fails to pay or perform any Guaranteed Obligation as described in the immediately preceding subsections (a), (b), or (c), each caseGuarantor will incur the additional obligation to pay to the Collateral Agent for the benefit of the Collateral Agent and the Purchasers, subject and each Guarantor will forthwith upon demand by the Collateral Agent pay to the Collateral Agent for the benefit of the Collateral Agent and the Purchasers, the amount of any and all limitations expenses, including reasonable fees and disbursements of the Collateral Agent's and each Purchaser's counsel and of any experts or agents retained by the Collateral Agent or such Purchaser, which the Collateral Agent or such Purchaser may incur as a result of such failure. Any expenses incurred under this Agreement Section 2(d) shall constitute Guaranteed Obligations. (e) As between Guarantors and the Purchase Agreement on Collateral Agent and the Purchasers’ covenants, agreements and other obligations hereunder. The Sellers this Guaranty shall be entitled to enforce any considered a primary and all of the Purchasers’ obligations under this Agreement directly against Guarantor and the liquidated liability of each Guarantor. This Guaranty constitutes a guaranty of payment, not of collection. (f) The liability of each Guarantor for such obligations hereunder shall be joint and several with limited to the maximum amount of liability of the Purchasers for that can be incurred without rendering this Guaranty, as it relates to such obligations hereunder. 9.5.2 This Guaranty is a guarantee of payment and performanceGuarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not of collection, and Guarantor acknowledges and agrees that this Guaranty is full and unconditional, and no release or extinguishment of the Purchasers’ liabilities (other than in accordance with the terms of this Agreement or the Purchase Agreement), whether by decree in for any bankruptcy Proceeding or otherwise, will affect the continuing validity and enforceability of this Guaranty. The Purchasers hereby waives any right to require the Sellers, as a condition of payment or performance by the Purchasers of any obligations of the Purchasers hereunder, to proceed against the Purchasers or pursue any other remedy whatsoever in the event that the Purchasers fails to perform its obligations hereundergreater amount. 9.5.3 Guarantor represents and warrants to the Sellers that (i) Guarantor is duly organized and validly existing under the Laws of Australia, and has full corporate power and authority to execute and deliver this Guaranty, and to perform its obligations hereunder, (ii) the execution, delivery and performance by Guarantor have been approved by the requisite corporate action, (iii) no other action on the part of Guarantor (or its equityholders) is necessary to authorize the execution, delivery and performance by Guarantor of this Guaranty, and (iv) this Guaranty has been duly executed and delivered by Guarantor and, assuming the due authorization, execution and delivery of this Agreement by the parties hereto, will be legal, valid and binding obligations of Guarantor enforceable in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Guaranty. 9.5.1 Guarantor, in order to induce the Sellers to execute and deliver this Agreement, hereby absolutely, unconditionally and irrevocably, as primary obligor and not merely as surety, guarantees each and every covenant, agreement and other Without limitation of any obligation of any of the PurchasersBorrowers or any rights of the Lenders hereunder, including (ia) the due, punctual Primary Borrower and full payment of all amounts due and payable by the Purchasers The Xxxxxxx Works (herein "Initial Guarantors") hereby unconditionally guaranty to the Sellers under or arising out of this Agreement Lenders and (ii) the due Administrative Agent the full, prompt and punctual performance, payment when and as due, due of all obligations of the Purchasers under or arising out of this Agreement, in each case, subject to any and all limitations Facility Obligations, (b) each of the Affiliate Borrowers that is incorporated or organized under this Agreement the laws of a state of the United States (other than The Xxxxxxx Works) i.e., GW Acquisition Corp., Gleason International Marketing Corporation, Xxxxxxx-Xxxx Cutting Tools Limited Partnership and American Pfauter L.P., (each also an "Initial Guarantor") hereby severally unconditionally guarantees to the Lenders and the Purchase Agreement on Administrative Agent the Purchasers’ covenantsfull, agreements prompt and other obligations hereunder. The Sellers shall be entitled to enforce punctual payment when due of any and all Loans, including all principal and interest thereon, and LC Disbursement reimbursement obligations, but only to the extent that Loan proceeds are advanced or contributed to it, or in the case of LC Disbursements, are disbursed for its account, whether in the Purchasers’ form of debt, equity or otherwise, by the Primary Borrower or any of its other Subsidiaries, which amounts have not been returned or repaid by it, (c) each of Xxxxxxx Germany (Holdings) GmbH and Xxxxxxx Works (Holdings) Limited (also "Initial Guarantors') hereby severally and unconditionally guarantees to the Lenders and the Administrative Agent the full, prompt and punctual payment when due of any and all Loans, including principal and interest thereon, that are advanced by the Lenders directly to its respective Subsidiaries and the reimbursement obligations related to LC Disbursements made to or for the benefit of such Subsidiaries and (d) each of Xxxxxxx Xxxxxxx GmbH & Co., Xxxxxxx Maschinenfabrik GmbH, Xxxxxxx-Xxxxx Maschinen und Werkzeuge GmbH and Xxxxxxx Works Limited (each also and "Initial Guarantor") hereby unconditionally guarantees to the Lenders and the Administrative Agent the full, prompt and punctual payment when due of any and all Loans, including all principal and interest thereon, and LC Disbursement reimbursement obligations, but only to the extent that Loan proceeds are advanced or contributed to it, or in the case of LC Disbursements, are disbursed for its account, whether in the form of debt, equity or otherwise, by Xxxxxxx Germany (Holdings) GmbH or Xxxxxxx Works (Holdings) Limited, which amounts have not been returned or repaid by it. The Facility Obligations, Loans and reimbursement obligations guaranteed hereby are hereinafter referred to as "Guaranteed Obligations." The Initial Guarantors agree and understand that their obligations under this Agreement directly against Guarantor Article VI shall be unconditional, regardless of any circumstances which might constitute a legal or equitable discharge of a surety or guarantor and regardless of any law, rule, regulation, decree or order now or hereafter in effect in any jurisdiction purporting to affect in any manner any of the terms of the Guaranteed Obligations or the rights of the Lenders or the Administrative Agent under this Article VI, and the liability Initial Guarantors expressly waive each of Guarantor for such obligations shall be joint and several with the foregoing. In furtherance, but not in limitation, of the foregoing, the liability of the Purchasers for such obligations hereunder.Initial Guarantors under this Article VI shall be unconditional irrespective of the following: 9.5.2 This Guaranty is a guarantee (i) The lack of genuineness, validity, regularity or enforceability of the Guaranteed Obligations or of any debt, liability or obligation evidenced thereby or contained therein; (ii) Any extension of time of payment and performance, and not or renewal in whole or in part of collection, and Guarantor acknowledges and agrees that this Guaranty is full and unconditional, and no release or extinguishment any Guaranteed Obligation; (iii) The failure of the Purchasers’ liabilities Lenders or the Administrative Agent to obtain rights in any collateral or to perfect rights in any collateral which may now or hereafter secure payment of any Guaranteed Obligation; (iv) Any exchange or release of, or compromise or settlement with respect to, any obligation or any collateral which may now or hereafter secure payment of any Guaranteed Obligation; (v) Any change in or waiver of the time, manner or place of payment, or any other than terms, of any Guaranteed Obligation; (vi) The bankruptcy, insolvency, dissolution, reorganization, merger, consolidation, sale of assets, discharge in accordance bankruptcy, adjustment or composition of debts, appointment of a trustee or receiver, or any other proceeding or event, with respect to any Borrower; (vii) The release of, or any compromise or settlement with, any guarantor, endorser or other party, person or entity liable primarily or secondarily on any Guaranteed Obligation; (viii) Any delay or lack of promptness or diligence by the terms Lenders or the Administrative Agent in enforcing the rights of the Lenders or the Administrative Agent under any Loan Document; (ix) The existence of any claim, set-off or other rights which any Borrower may have at any time against the Lenders or the Administrative Agent or other corporation or person, whether in connection herewith or by reason of any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (x) Any claim of invalidity or unenforceability relating to or against any other Borrower or any Guarantor for any reason with respect to the Guaranteed Obligations, or any provision of applicable law or regulation purporting to prohibit the payment by any other Borrower or any such Guarantor of any Guaranteed Obligation; or (xi) Any other act or omission to act or delay of any kind by any Borrower, any Guarantor, the Lenders or the Administrative Agent or any other Person, or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of any Guarantor's obligations under this Article VI. The Initial Guarantors agree that if the Lenders or the Administrative Agent are ever required to repay all or any part of any amount or amounts received by the Lenders or the Administrative Agent in payment or on account of any Guaranteed Obligation, by reason of any judgment, order or decree of any court or administrative body, or by reason of any settlement or compromise of any claim made upon the Lenders or the Administrative Agent to repay any such amount or amounts, then any such judgment, order, decree, settlement or compromise shall be binding upon each Initial Guarantor notwithstanding any termination of this Agreement or the Purchase Agreement), whether cancellation of any Guaranteed Obligation; and the Initial Guarantors shall be and remain liable to the Lenders and the Administrative Agent under this Article VI for the amounts so repaid to the same extent as if such amounts had never originally been received by decree in any bankruptcy Proceeding the Lenders or otherwise, will affect the continuing validity and enforceability of this GuarantyAdministrative Agent. The Purchasers hereby waives Lenders and the Administrative Agent may proceed to exercise any rights or remedies which the Lenders and the Administrative Agent may have under this Article VI without first pursuing or exhausting any other rights or remedies which the Lenders or the Administrative Agent may have against any Borrower, any collateral security for the payment of the Guaranteed Obligations, or any other Guarantor or other person or entity. If a Borrower makes any payment pursuant to and under this Agreement, including without limitation this Article VI, such Borrower shall not exercise any right of subrogation or any right of contribution unless and until the Lenders and the Administrative Agent have received payment in full of the Guaranteed Obligations. This Article VI is a continuing Guarantee and shall remain in force and effect until all of the Guaranteed Obligations (including all expenses and reasonable attorneys' fees which may be incurred in enforcing any rights of the Lenders and the Administrative Agent under this Article VI) shall be paid or performed. Each Initial Guarantor hereby irrevocably waives notice of acceptance hereof, presentment, demand, protest and any notice not provided for herein. All sums to require the Sellerscredit of any Initial Guarantor and any property of any Initial Guarantor in the possession of any Lender or the Administrative Agent at any time shall be deemed held by such Lender or the Administrative Agent as security for payment of the Guaranteed Obligations and each Initial Guarantor hereby grants to each Lender and the Administrative Agent the right, as a condition of payment or performance by the Purchasers of without notice to such Initial Guarantor, to set off such sums against any obligations of the Purchasers such Initial Guarantor hereunder. Each Initial Guarantor shall have no right of subrogation, to proceed against the Purchasers reimbursement, indemnity or pursue contribution from any other remedy whatsoever in the event that the Purchasers fails to perform its obligations hereunder. 9.5.3 Guarantor represents Borrower (including another Initial Guarantor) unless and warrants to the Sellers that (i) Guarantor is duly organized and validly existing under the Laws of Australia, and has full corporate power and authority to execute and deliver this Guaranty, and to perform its obligations hereunder, (ii) the execution, delivery and performance by Guarantor until all Guaranteed Obligations shall have been approved by the requisite corporate action, (iii) no other action on the part of Guarantor (or its equityholders) is necessary to authorize the execution, delivery and performance by Guarantor of this Guaranty, and (iv) this Guaranty has been duly executed and delivered by Guarantor and, assuming the due authorization, execution and delivery of this Agreement by the parties hereto, will be legal, valid and binding obligations of Guarantor enforceable paid in accordance with its terms, subject to the Bankruptcy and Equity Exceptionfull.

Guaranty. 9.5.1 Guarantor, in order to induce the Sellers to execute and deliver this Agreement, (a) Guarantor hereby absolutely, unconditionally and irrevocably, as primary obligor absolutely and not merely as surety, unconditionally guarantees each and every covenant, agreement and other obligation of the Purchasers, including to Sellers (i) the due, punctual and full payment of all amounts due and payable by the Purchasers to the Sellers under or arising out of this Agreement and (ii) the due and punctual performance, when and as due, of all obligations obligations, covenants and agreements of the Purchasers Purchaser arising under or arising out of pursuant to this Agreement; (ii) the accuracy of Purchaser’s representations and warranties set forth herein; and (iii) the punctual payment of all sums, in each caseif any, subject to any now or hereafter owed by Purchaser under and all limitations under this Agreement and the Purchase Agreement on the Purchasers’ covenants, agreements and other obligations hereunder. The Sellers shall be entitled to enforce any and all of the Purchasers’ obligations under this Agreement directly against Guarantor and the liability of Guarantor for such obligations shall be joint and several with the liability of the Purchasers for such obligations hereunder. 9.5.2 This Guaranty is a guarantee of payment and performance, and not of collection, and Guarantor acknowledges and agrees that this Guaranty is full and unconditional, and no release or extinguishment of the Purchasers’ liabilities (other than in accordance with the terms of this Agreement or Agreement, including the Purchase Agreement), whether by decree in any bankruptcy Proceeding or otherwise, will affect the continuing validity and enforceability of this Guaranty. The Purchasers hereby waives any right to require the Sellers, as a condition of payment or performance by the Purchasers of any obligations of the Purchasers hereunderPurchaser pursuant to Sections 2.1 (the matters set forth in clauses (i), to proceed against the Purchasers or pursue any other remedy whatsoever in the event that the Purchasers (ii), and (iii), collectively, “Guaranteed Obligations”). (b) If Purchaser fails to perform any of the Guaranteed Obligations, then Guarantor shall itself be jointly and severally liable for the Guaranteed Obligations and shall perform or take whatever steps as may be necessary to procure performance of the same. (c) Notwithstanding any other provision of this Section 6.16, nothing herein shall be construed as imposing greater obligations or Liabilities on Guarantor than for which Purchaser itself would be liable under this Agreement or obliging Guarantor to indemnify and hold harmless the Seller against any losses, costs, or expenses for which Purchaser itself would not be liable under this Agreement, except as set forth in this Section 6.16, including Section 6.16(f) and 6.16(h). (d) The obligations of Sellers under this Agreement shall conclusively be deemed to have been created, contracted, or incurred in reliance upon this Section 6.16 and all dealings between Sellers and Purchaser shall likewise be conclusively presumed to have been consummated in reliance upon this Section 6.16. (e) Guarantor’s obligations hereunder shall not be affected by any facts or circumstances that might constitute a legal or equitable bar, discharge or defense to any Guaranteed Obligations available to Guarantor but not available to Purchaser, and Guarantor hereby expressly waives and renounces any and all such bars, discharges and defenses. (f) The guarantee by Guarantor contained herein shall remain in full force and effect and shall continue to be enforceable by Sellers until the performance by Purchaser of all of the Guaranteed Obligations and that upon completion of all of the Guaranteed Obligations, this guarantee shall terminate automatically and Guarantor shall stand discharged of all of its obligations hereunderunder this guarantee. Guarantor shall indemnify Sellers for any costs and expenses incurred by Sellers in enforcing this Section 6.16, including the fees and expenses of counsel and other Advisors of Sellers in the investigation and prosecution of any Action with respect hereto. Guarantor’s obligations under this Section 6.16 shall not be terminated, modified, affected or impaired by reason of any relief or discharge of Purchaser from any of Purchaser’s respective obligations in bankruptcy or similar proceedings, or by liquidation or dissolution. 9.5.3 (g) The liability of Guarantor represents under this Section 6.16 shall be unlimited and warrants to the Sellers that unconditional, and this Section 6.16 shall be a continuing guaranty. (ih) Guarantor is duly organized hereby makes the representations and validly existing under the Laws of Australiawarranties set forth in Article IV as to itself, and has full corporate power such representations and authority to execute and deliver this Guaranty, and to perform its obligations hereunder, (ii) the execution, delivery and performance by warranties shall apply mutatis mutandis as if Guarantor have been approved by the requisite corporate action, (iii) no other action on the part of Guarantor (or its equityholders) is necessary to authorize the execution, delivery and performance by Guarantor of this Guaranty, and (iv) this Guaranty has been duly executed and delivered by Guarantor and, assuming the due authorization, execution and delivery of this Agreement by the parties hereto, will be legal, valid and binding obligations of Guarantor enforceable in accordance with its terms, subject to the Bankruptcy and Equity Exceptionwere substituted for Purchaser therein.

Guaranty. 9.5.1 Guarantor, (a) By joining in order to induce the Sellers to execute and deliver this Agreement, hereby absolutely, unconditionally Guarantors jointly and irrevocably, as primary obligor severally guaranty to Seller the full and prompt payment and performance (not merely as surety, guarantees each and every covenant, agreement and other obligation of the Purchasers, including (ijust collection) the due, punctual and full payment by Buyer of all amounts due of Buyer's covenants and payable by the Purchasers to the Sellers under or arising out of this Agreement and (ii) the due and punctual performance, when and as due, of all obligations of the Purchasers under or arising out of this Agreement, in each case, subject to any and all limitations under this Agreement and any ancillary agreements that arise at or prior to the Purchase time the Closing is effective. If Buyer does not perform a covenant or obligation under this Agreement on or any ancillary agreement that arises at or prior to the Purchasers’ covenantstime the Closing is effective, agreements then Guarantors shall promptly perform that covenant or obligation. This guaranty is an absolute, irrevocable, primary, continuing, unconditional, and other obligations hereunderunlimited guaranty of performance and payment, and is not a guaranty of collection. The Sellers This guaranty shall be entitled remain in full force and effect (and shall remain in effect notwithstanding any amendment to enforce any this Agreement) until the Closing is effective and all of the Purchasers’ obligations Buyer's obligations, under this Agreement directly against Guarantor and any ancillary agreements that arise at or prior to the liability of Guarantor for such obligations shall be joint and several with time the liability Closing is effective, have been paid, observed, performed, or discharged in full, including payment of the Purchasers for such obligations hereunder.Purchase Price. 30 9.5.2 This Guaranty is a guarantee of payment and performance(b) Guarantors have full capacity, power, and not of collectionauthority to enter into this Agreement and to carry out the covenants and agreements specifically made by Guarantors in this Agreement, and Guarantor acknowledges this Agreement is binding on Guarantors and agrees that this Guaranty is full and unconditional, and no release or extinguishment of the Purchasers’ liabilities (other than enforceable against Guarantors in accordance with the terms of this Agreement or the Purchase Agreement), whether by decree in any bankruptcy Proceeding or otherwise, will affect the continuing validity and enforceability . Guarantors' obligations under this Section shall survive termination of this GuarantyAgreement. The Purchasers hereby Each Guarantor waives any right to require Seller to xxx the Sellers, as a other Guarantor with respect to any liability under this Agreement. (c) Guarantors have delivered to Seller various financial information. Guarantors represent and warrant that such financial information is true and correct and fairly presents in all material respects the financial condition of payment or performance by the Purchasers of any obligations of the Purchasers hereunder, to proceed against the Purchasers or pursue any other remedy whatsoever in the event that the Purchasers fails to perform its obligations hereunderGuarantors. 9.5.3 Guarantor represents and warrants (d) Notwithstanding anything in this Agreement to the Sellers that (i) Guarantor contrary, the liability of Xx. Xxxx under this Section 9.12 shall not exceed $300,000. The liability of Boji Group is duly organized and validly existing under the Laws unlimited. The maximum amount of Australia, and has full corporate power and authority to execute and deliver this Guaranty, and to perform its obligations hereunder, (ii) the execution, delivery and performance Xx. Xxxx'x liability shall not be reduced by Guarantor have been approved by the requisite corporate action, (iii) no other action on the part of Guarantor (any payments or its equityholders) is necessary to authorize the execution, delivery and performance by Guarantor of this Guaranty, and (iv) this Guaranty has been duly executed and delivered by Guarantor and, assuming the due authorization, execution and delivery of this Agreement by the parties hereto, will be legal, valid and binding obligations of Guarantor enforceable in accordance with its terms, subject to the Bankruptcy and Equity Exceptioncollections Seller receives from Boji Group.