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(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 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 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 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 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 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 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 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 GuarantorThe GUARANTOR guarantees to the SECURED PARTIES: (a) the payment of any and all sums now or hereafter due and owing to the SECURED PARTIES by the BORROWER as a result of or in connection with any and all existing or future indebtedness, in order to induce the Sellers to execute and deliver this Agreementliability, hereby absolutely, unconditionally and irrevocably, as primary obligor and not merely as surety, guarantees each and every covenant, agreement and other or obligation of the Purchasersevery kind, including (i) the duenature, punctual type, and full payment of all amounts due and payable variety owed by the Purchasers BORROWER to the Sellers under or SECURED PARTIES from time to time, arising out of this Agreement or related to the LOANS or the CREDIT DOCUMENTS, whether direct or indirect, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, contractual or tortious, including, but not limited to, all amounts of principal, interest, charges, reimbursements, advancements, escrows, and fees; (iib) the that all sums now or hereafter due and punctual performance, owing by the BORROWER to the SECURED PARTIES in connection with or arising from the LOANS shall be paid when and as due, whether by reason of installment, maturity, acceleration or otherwise, time being of the essence; (c) the payment and performance of all indemnification obligations of and duties to defend owed by the Purchasers under or arising out of this Agreement, in each case, subject BORROWER 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 SECURED PARTIES in accordance with the terms of this Agreement the CREDIT DOCUMENTS; and (d) the timely, complete, continuous, and strict performance and observance by the BORROWER of each of the terms, covenants, agreements and conditions contained in the CREDIT DOCUMENTS. The GUARANTOR agrees to hold harmless and indemnify the SECURED PARTIES from any and all costs and expenses, including reasonable attorneys’ fees, incurred by the SECURED PARTIES as a result of a failure by the BORROWER to satisfy its duties and obligations under the CREDIT DOCUMENTS or the Purchase Agreement)GUARANTOR’S failure to satisfy the duties and obligations assumed by the GUARANTOR under this GUARANTY. As used in this GUARANTY, whether by decree the term “OBLIGATIONS” shall refer to the obligations of payment, performance, and indemnification which the GUARANTOR has undertaken and assumed pursuant to this GUARANTY, as described in any bankruptcy Proceeding or otherwise, will affect the continuing validity this Section and enforceability in other Sections 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 hereunderGUARANTY. 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 XXXXXXXX, BILLINGS, RAMSEY, GROUP, INC., (“Sublandlord”) to execute and deliver this Agreementthat certain Sublease (the “Sublease”) between Sublandlord and INNOVIVE PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”) for the premises (the “Sublease Premises”) more particularly described in the Sublease, and in consideration thereof, the undersigned PARAMOUNT BIOCAPITAL INVESTMENTS, LLC, a Delaware limited liability company (“Paramount”) and XXXXXX XXXXX, an individual (“Individual Guarantor”)) (Paramount and the Individual Guarantor are collectively referred to herein as the “Guarantor”) hereby absolutelyunconditionally, unconditionally absolutely and irrevocablyirrevocably guaranty to Sublandlord, as primary obligor and not merely as suretyits successors and assigns, guarantees the prompt and full payment by Subtenant of each and every covenantitem of Base Rent, agreement Operating Payments, Tax Payments and other obligation of Electricity to be paid by Subtenant under the PurchasersSublease, 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 together with any and all limitations costs and expenses, including reasonable attorneys’ fees, which may be incurred by Sublandlord in connection with any default beyond any applicable notice or grace period by Subtenant under the Sublease or enforcing the Sublease and/or this Agreement Guaranty (collectively the “Obligations”). Guarantor expressly acknowledges that he, she or it has reviewed the Sublease and understands the Purchase Agreement on same. If there is more than one Guarantor, the Purchasers’ covenants, agreements terms and other obligations hereunderconditions of this Guaranty shall apply to all Guarantors jointly and severally. The Sellers shall liability of Guarantor is coextensive with that of Subtenant and also joint and several, and legal action may be entitled to enforce any and all of the Purchasers’ obligations under this Agreement directly brought against Guarantor and the liability of Guarantor for such obligations shall be joint and several carried to final judgment either with the liability of the Purchasers for such obligations hereunder. 9.5.2 This Guaranty is or without making Subtenant or any assignee or successor thereof as a guarantee of payment and performance, and not of collection, and Guarantor acknowledges party thereto. The undersigned further covenants and agrees that this Guaranty is full Sublandlord may at any time or from time to time, in its sole and unconditionalabsolute unfettered discretion, 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 without notice 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.undersigned:

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 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, (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 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(a) Guarantor joins in and executes this Agreement for the sole purpose of evidencing its agreement to this Section 2.8, and shall have no obligation or liability hereunder except as provided in order to induce this Section 2.8. (b) Guarantor hereby guarantees for 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 benefit of the PurchasersSeller and Shareholders the full, 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 faithful and punctual performance, when and as due, performance of all obligations of the Purchasers under or arising out of and covenants made and undertaken by Buyer in this Agreement, in each caseaccordance with their terms; provided, subject to however, Guarantor shall have no obligation for the Assumed Liabilities. This undertaking shall be for the sole and exclusive benefit of Seller and Shareholders and no other Person shall be a third party beneficiary or shall have any and all limitations rights against Guarantor or benefits based upon the Guarantor’s agreement made in this subsection. (c) The obligations of Guarantor under this Section 2.8 shall survive the Closing. Upon failure by Buyer, after written demand by Seller and Shareholders with a copy to Guarantor, to perform its obligations and covenants undertaken in this Agreement in accordance with their terms, separate action may be brought and prosecuted against Guarantor hereunder without necessity of Seller and Shareholder pursuing any other remedy in the Purchase Agreement on power of such Seller or Shareholder whatsoever, including against Buyer, prior to enforcing the Purchasers’ covenants, agreements and other obligations hereunderof Guarantor under this Section 2.8. The Sellers Guarantor shall be entitled to enforce any defenses, counterclaims, setoffs, or other remedies or benefits to which Buyer could otherwise avail itself. (d) Guarantor agrees that any circumstance which operates to toll the statute of limitations as to Buyer or Shareholders shall also operate to toll the statute of limitations as to Guarantor. Buyer and all Shareholders agree that any statute of limitations or time limitation for the Purchasers’ obligations benefit of Seller under this Agreement directly against shall be equally applicable for the benefit of Guarantor. (e) Guarantor and authorizes the Seller and/or Shareholders, without affecting or impairing 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 performanceunder this Section 2.8, and not of collection, and Guarantor acknowledges and agrees that from time to time to amend this Guaranty is full and unconditional, and no release or extinguishment of the Purchasers’ liabilities (other than Agreement in accordance with Section 8.8 to release Buyer from any of its obligations hereunder or thereunder or waive any of the terms conditions hereof or thereof. (f) Seller may, without notice to or the further consent of Buyer or Guarantor, assign its rights hereunder in whole or in part to any permitted assignee 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 Section 10.6. (g) Except to the Bankruptcy extent expressly provided in this Agreement, with respect to its obligations under this Section 2.8, Guarantor waives all presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor, and Equity Exceptionnotices of acceptance of this Agreement.

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, (a) Each PSRT Guarantor hereby absolutely, unconditionally and irrevocablyirrevocably guarantees, as primary obligor jointly and not merely as suretyseverally, guarantees each (the "PSRT GUARANTORS GUARANTY"), to KI 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) Newco the due and punctual performanceperformance and discharge of PSRT's obligations under or pursuant to Sections 1.2 and 13 of this Agreement, including the due and punctual payment, when and as duethe same may become due and payable, of all any amount which PSRT may become obligated to pay pursuant to the provisions of such sections. The obligations of PSRT guaranteed by the Purchasers under or arising out of PSRT Guarantors in this Agreement, in each case, subject Section 11 are hereinafter referred to as the "PSRT OBLIGATIONS." Each PSRT Guarantor agrees that if PSRT shall fail to pay any PSRT Obligation when and all limitations under this Agreement and as the Purchase Agreement on the Purchasers’ covenants, agreements and other obligations hereunder. The Sellers same shall be entitled due and payable, or shall fail to enforce observe, perform or discharge 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 performancePSRT Obligation, 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 Sections 1.2 or 13, the PSRT Guarantors shall forthwith pay, observe, perform or discharge such PSRT Obligation, as the case may be. (b) The liability of the PSRT Guarantors, if any, under this Agreement PSRT Guarantors Guaranty with respect to each and all of the PSRT Obligations shall be absolute and unconditional, irrespective of (and in each case after giving effect to) any change in the time, manner or place of payment of, or any other term of, all or any of the Purchase PSRT Obligations, any other amendment or waiver of or consent to departure from this Agreement), whether by decree in or any bankruptcy Proceeding or otherwise, will affect the continuing validity and enforceability termination 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 hereunderAgreement. 9.5.3 Guarantor represents (c) This PSRT Guarantors Guaranty is a guaranty of payment, performance and warrants to the Sellers that compliance and not of collection. This PSRT Guarantors Guaranty is a continuing guaranty and shall (i) Guarantor is duly organized remain in full force and validly existing effect until all of the PSRT Obligations, including, without limitation, all amounts payable under the Laws of Australia, and has full corporate power and authority to execute and deliver this PSRT Guarantors Guaranty, and to perform its obligations hereunderhave been paid, observed, performed or discharged in full, (ii) be binding upon the execution, delivery PSRT Guarantors and performance by Guarantor have been approved by the requisite corporate actiontheir respective successors, (iii) no other action on inure to the part benefit of Guarantor and be enforceable by Newco and KI and their respective successors, (iv) be binding upon and against the PSRT Guarantors without regard to the validity or its equityholders) is necessary to authorize the execution, delivery and performance by Guarantor enforceability of this Agreement or any insolvency, bankruptcy or reorganization of PSRT, and (v) continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the PSRT Obligations is rescinded or must otherwise be returned by Newco upon the insolvency, bankruptcy or reorganization of PSRT or otherwise, all as though such payment had not been made. (d) Each PSRT Guarantor hereby waives promptness, diligence, presentment, demand, protest and notice of any kind as to the PSRT Obligations and acceptance of this PSRT Guarantors Guaranty, and (iv) this Guaranty has been duly executed waives the benefit of all principles and delivered by Guarantor andprovisions of law, assuming statutory or otherwise, which are or might be in conflict with the due authorization, execution and delivery terms of this Agreement PSRT Guarantors Guaranty and agrees that its obligations shall not be affected by the parties heretoany circumstances, will be legalwhether or not referred to herein, valid and binding obligations which might otherwise constitute a legal or equitable discharge, release or defense of a guarantor or surety, or that might otherwise limit recourse against such PSRT Guarantor enforceable until all PSRT Obligations owing with respect thereto have been paid, observed, performed, or discharged in accordance with its terms, subject to the Bankruptcy and Equity Exceptionfull.

Guaranty. 9.5.1 Guarantor, in (a) In order to induce Buyer to consent to the Sellers to execute and deliver transactions contemplated by this Agreement, hereby absolutely, unconditionally and irrevocably, as primary obligor and not merely as surety, guarantees each and every covenant, agreement and other obligation in consideration of the Purchasersdirect and indirect benefits that will be received by Guarantor, including the receipt and legal sufficiency of which are hereby acknowledged, Guarantor hereby unconditionally guarantees the full and prompt payment and performance when due of any payments or other obligations of the Seller due to the Buyer which: (i) accrue during the due90 days following Closing (“Guaranty Claim”), 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) are enforceable against Seller, and, (iii) the due and punctual performance, when and as due, of all obligations of specific factual basis for such Guaranty Claim is included in a written notice to Guarantor from Buyer within the Purchasers under or arising out of this Agreement, first 90 days following Closing (“Guarantor Claim Notice”). Claims which are not Guarantor Claims properly identified in each case, a timely Guarantor Claim Notice are waived. Suit on any Guaranty Claims are waived if not filed by the 90th day following Closing. Guaranty Claims are subject to any and all the limitations under this Agreement and the Purchase Agreement on the Purchasers’ covenants, agreements indemnity and other obligations hereunderprovisions of Section 8.07. The Sellers shall be entitled Guarantor further agrees to enforce any pay all reasonable expenses and all of attorneys’ fees paid or incurred by Buyer in enforcing this Section 10.13 (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 “Guaranty”). Guarantor acknowledges and agrees that Buyer is relying on the agreements of Guarantor set forth in this Section 10.13 and, but for this Section 10.13, Buyer would not consent to the transactions contemplated by, and would not execute and enter into, this Agreement. (b) This Guaranty is full an absolute, and unconditionalcomplete, and no release or extinguishment amendment of the Purchasers’ liabilities this Agreement (other than a valid amendment to this Section 10.13) shall affect Guarantor’s obligations hereunder, but the obligations of Guarantor hereunder shall remain in accordance with full force and effect. This Guaranty shall be fully binding upon and enforceable against Guarantor. (c) This Guaranty may be enforced by Buyer without first maintaining an action against Seller, and without joining the terms of this Agreement or the Purchase Agreement), whether by decree Seller in any bankruptcy Proceeding such action, provided that, Guarantor shall be able to assert the limitations of Section 8.07 as though it were Seller. Guarantor may not rescind 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 revoke 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 . The liability of Guarantor (or its equityholders) is necessary to authorize the executionunder this Section 10.13 shall be absolute, delivery unconditional 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 Exceptionirrevocable.

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 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 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(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 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, (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 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, (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.

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, 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, hereby absolutely, unconditionally and irrevocably, as primary obligor and not merely as surety, guarantees each and every covenant, agreement and other obligation Each of the PurchasersGuarantors hereby unconditionally guarantees, including jointly with the other Guarantors and severally, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Obligations, including, without limitation, (i) the due, punctual principal of and full payment of all amounts due and payable by the Purchasers interest on each Loan made to the Sellers under or arising out of this Agreement and Borrower pursuant to the Credit Agreement, (ii) any obligations of the due and punctual performanceBorrower to reimburse LC Disbursements (“Reimbursement Obligations”), when and as due, of (iii) all obligations of the Purchasers under Borrower or arising out of this Agreement, in each case, subject any other Subsidiary owing to any Lender or any affiliate of any Lender under any Swap Agreement or Banking Services Agreement and (iv) all limitations other amounts payable by the Borrower or any Subsidiary under this the Credit Agreement and the Purchase Agreement on the Purchasers’ covenantsother Loan Documents, agreements and but in any such case, other obligations hereunder. The Sellers shall be entitled to enforce than any and Excluded Swap Obligations (all of the Purchasers’ obligations under this Agreement directly against Guarantor foregoing being referred to collectively as the “Guaranteed Obligations” and the liability of Guarantor for such obligations shall be joint and several with the liability holders from time to time of the Purchasers Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Notwithstanding anything to the contrary in this Guaranty, the definition of “Guaranteed Obligations” shall not create or include any guarantee by any Loan Party of (or grant of security interest by any Loan Party to support, as applicable) any Excluded Swap Obligations of such Loan Party for purposes of determining any obligations of any Loan Party. Upon (x) the failure by the Borrower or any of its Subsidiaries, as applicable, to pay punctually any such obligations hereunder. 9.5.2 This Guaranty is a guarantee of payment and performanceamount or perform such obligation, and not (y) such failure continuing beyond any applicable grace or notice and cure period, each of collectionthe Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, and Guarantor acknowledges and any applicable Swap Agreement, any applicable Banking Services Agreement or the relevant Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is full an absolute, irrevocable 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 unconditional guaranty of payment or performance by the Purchasers and is not a guaranty 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 hereundercollection. 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 (a) To induce Buyer to induce the Sellers to execute and deliver enter into this Agreement, Sellers’ Guarantor hereby absolutely, unconditionally and irrevocably, as primary obligor and not merely as surety, irrevocably guarantees each and every covenant, agreement and other obligation of to any applicable Buyer Indemnitee (the Purchasers, including (i“Seller Guaranty”) the due, punctual and full payment and performance of all amounts due and payable by the Purchasers to the Sellers each Selling Party’s 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 of this Agreement, in each case, subject to any and all limitations on the Selling Parties’ obligations hereunder. Without limiting the foregoing, Sellers’ Guarantor shall ensure satisfaction of any payment obligations under or pursuant to this Agreement by the Selling Parties, subject to any and the Purchase Agreement all limitations on the Purchasers’ covenants, agreements and other such Selling Party’s obligations hereunder. The Sellers Seller Guaranty shall apply regardless of any amendments, variations, alterations, waivers or extensions to this Agreement, subject to Section 12.13(d). This Seller Guaranty 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 performanceperformance and not merely of collection. Sellers’ Guarantor hereby covenants and agrees that it shall not, and shall cause its Affiliates not to, institute, directly or indirectly, any claim, action, lawsuit or proceeding asserting that this Seller Guaranty is illegal, invalid or unenforceable in accordance with its terms. (b) To the fullest extent permitted by applicable Laws, the obligations of collectionSellers’ Guarantor as guarantor hereunder shall not be affected by any change in the existence (corporate or otherwise) of the Selling Parties or Sellers’ Guarantor or any insolvency, bankruptcy, reorganization or similar proceeding affecting any of them or their assets. Sellers’ Guarantor, solely in his capacity as guarantor, expressly and Guarantor irrevocably waives any election of remedies by Buyer, promptness, diligence, acceptance hereof, presentment, demand, protest and any notice of any kind not provided for herein or not required to be provided to the Selling Parties under or in connection with this Agreement, other than in respect of defenses that are available to the Selling Parties hereunder. Buyer acknowledges and agrees that this Guaranty is full Sellers’ Guarantor shall be entitled to all rights, remedies and unconditional, and no release or extinguishment benefits 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 Selling Parties hereunder, including to proceed against the Purchasers or pursue any other remedy whatsoever in extent applicable, the event Cap. Sellers’ Guarantor acknowledges that he will receive substantial direct and indirect benefits from the Transactions and that the Purchasers fails to perform its obligations hereunderwaivers set forth in this Section 12.13(b) are made knowingly in contemplation of such benefits. 9.5.3 (c) Sellers’ Guarantor represents and warrants to the Sellers that Buyer as follows: (i) Sellers’ Guarantor is duly organized and validly existing under has the Laws of Australia, and has full corporate power and authority capacity to execute and deliver enter into this Guaranty, and to perform its obligations hereunder, Agreement; (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 Agreement has been duly executed and delivered by Sellers’ Guarantor; (iii) the execution and delivery of this Agreement by Sellers’ Guarantor andand the performance of its obligations hereunder does not contravene any applicable Law, Contract or contractual restriction binding on Sellers’ Guarantor or his assets; (iv) assuming the due authorization, execution and delivery of this Agreement by Buyer, this Agreement constitutes the parties hereto, will be legal, valid and binding obligations obligation of Sellers’ Guarantor enforceable against Sellers’ Guarantor in accordance with its terms; (v) all consents, subject approvals, authorizations, permits of, filings with and notifications to, any Governmental Entity necessary for the due execution, delivery and performance of this Agreement by Sellers’ Guarantor have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Entity is required in connection with the Bankruptcy execution, delivery or performance of this Agreement by Sellers’ Guarantor; and (vi) Sellers’ Guarantor has available financial capacity to pay and Equity Exceptionperform its obligations under this Agreement, and all funds necessary for Sellers’ Guarantor to fulfill its obligations under this Agreement shall be available to Sellers’ Guarantor for so long as this Agreement shall remain in effect in accordance with this Section 12.13. (d) No amendment, supplement or modification to this Section 12.13 shall be made without the written agreement of Sellers’ Guarantor and Buyer.

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.