Common use of Limited Guaranty Clause in Contracts

Limited Guaranty. Trinity hereby irrevocably and unconditionally guarantees for the benefit of each of the Owner Participant, the Owner Trustee, Trust Company, the Indenture Trustee, the Pass Through Trustee and the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party") the full and punctual payment of all amounts payable by the Lessee under Sections 7.1 and 7.2 of this Agreement (all such obligations being hereinafter referred to as the "Guaranteed Obligations"). Upon failure by the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity under this guaranty shall be made on the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance of the Guaranteed Obligations by Trinity hereunder, or at any time thereafter, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee or any other Person that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed Obligation.

Limited Guaranty. Trinity hereby irrevocably To induce Members Mutual and unconditionally guarantees for the benefit of each of the Owner Participant, the Owner Trustee, Trust Company, the Indenture Trustee, the Pass Through Trustee and the Policy Provider HoldCo (each, a “Guaranteed Party, and together with their respective permitted successors the “Guaranteed Parties”) to enter into the Agreement, upon the terms and assignssubject to the conditions set forth therein, the Guarantor hereby absolutely, unconditionally and irrevocably guarantees as a "Guaranty Party") primary obligor and not merely as a surety to the full Guaranteed Parties, on the terms and conditions set forth herein, the due and punctual payment, observance, performance and discharge of, if and when due, all of the payment obligations (including any payment due for damages) of all amounts payable by the Lessee Standby Purchaser under Sections 7.1 and 7.2 the Agreement in accordance with the terms thereof (as such payment obligations may be modified, amended, waived or terminated in accordance with the terms of this Agreement (all such obligations being hereinafter referred to as the "Agreement, collectively, the “Guaranteed Obligations"”). Upon failure by Notwithstanding anything to the Lessee to pay punctually or perform any Guaranteed Obligationcontrary herein and for the avoidance of doubt, Trinity in no event shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity Guarantor’s maximum aggregate liability under this guaranty Guaranty exceed (i) upon execution of the Agreement, $148,750,000 and (ii) once the number of Mandatory Standby Shares has been determined in accordance with Section 1.1 of the Agreement, the Purchase Price (such amount, the “Cap”), it being understood that this Guaranty may not be enforced without giving effect to the Cap. Any payments due hereunder shall be made on the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance in lawful money of the United States, in immediately available funds. The Guaranteed Obligations by Trinity hereunder, or at Parties hereby agree that in no event shall the Guarantor be required to pay any time thereafter, that any Person: (a) file suit or proceed amount to obtain or assert a claim for personal judgment against Lessee the Guaranteed Parties or any other Person that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment under, in respect of, or performance of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or this Guaranty other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed Obligationthan as expressly set forth in this Guaranty.

Limited Guaranty. Trinity hereby irrevocably and unconditionally guarantees for the benefit of each of the Owner Participant, the Owner Trustee, Trust Company, the Indenture Trustee, the Pass Through Trustee and the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party") the full and punctual payment of all amounts payable by the Lessee under Sections 7.1 and 7.2 of this Agreement and all amounts payable by TILC under Section 7.4 of this Agreement (all such obligations being hereinafter referred to as the "Guaranteed Obligations"). Upon failure by the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity under this guaranty shall be made on the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance of the Guaranteed Obligations by Trinity hereunder, or at any time thereafter, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee or any other Person that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed Obligation.

Limited Guaranty. Trinity To induce the Guaranteed Party to enter into that certain Agreement and Plan of Merger, dated as of December 16, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), entered into concurrently herewith by and among TGE, the Buyer (as defined therein), the Buyer Sub (as defined therein) and the other parties signatory thereto, each Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees for to the benefit of each of Guaranteed Party, severally (and not jointly or jointly and severally), on the Owner Participantterms and subject to the conditions set forth herein, the Owner Trustee, Trust Company, the Indenture Trustee, the Pass Through Trustee and the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party") the full due and punctual payment when due of all amounts its percentage (such percentage for each Guarantor as set forth opposite such Guarantor’s name on Schedule A hereto, its “Maximum Guarantor Percentage”) of the Buyer Termination Fee and accrued interest thereon, if any, payable by the Lessee Buyer to TGE under Sections 7.1 and 7.2 Section 8.2(c) of this the Merger Agreement (all such obligations being hereinafter referred to as the "Guaranteed “Obligations"”). Upon failure by In no event shall any Guarantor’s (i) liability for any amount that becomes payable under this Limited Guaranty exceed such Guarantor’s Maximum Guarantor Percentage of such amount (the Lessee “Per Claim Cap”) and (ii) aggregate liability under this Limited Guaranty exceed such Guarantor’s Maximum Guarantor Percentage of $105,000,000.00 (such amount, the “Cap” and each Guarantor’s Maximum Guarantor Percentage of the Cap, such Guarantor’s “Individual Cap”). The parties agree that this Limited Guaranty may not be enforced against any Guarantor without giving effect to such Guarantor’s Per Claim Cap and Individual Cap (and to the provisions of Sections 8 and 9 hereof). This Limited Guaranty may be enforced against any Guarantor only pro-rata based on its Maximum Guarantor Percentage hereunder. This Limited Guaranty may be enforced only for the payment of money in satisfaction of the Obligations of each Guarantor up to such Guarantor’s Individual Cap. The Guaranteed Party hereby agrees that in no event shall any Guarantor be required to pay punctually to the Guaranteed Party under, in respect of, or perform in connection with, this Limited Guaranty or the Merger Agreement or otherwise any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreementsamounts other than as expressly set forth herein. All payments by Trinity under this guaranty hereunder shall be made on the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance in lawful money of the Guaranteed Obligations United States, by Trinity hereunder, or at any time thereafter, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee or any other Person that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment or performance wire transfer of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed Obligationimmediately available funds.

Limited Guaranty. Trinity To induce the Guaranteed Party to enter into an Agreement and Plan of Merger, dated as of the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”; capitalized terms used but not defined herein shall have the meanings given to such terms in the Merger Agreement) among Linkedsee Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Xxxxxxx International Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”), and the Guaranteed Party, pursuant to which Merger Sub will merge with and into the Guaranteed Party (the “Merger”), the Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees for to the benefit of each of the Owner ParticipantGuaranteed Party, as primary obligor and not merely as a surety, the Owner Trustee, Trust Company, the Indenture Trustee, the Pass Through Trustee and the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party") the full due and punctual payment and discharge of all amounts 62.253% (the “Guaranteed Percentage”) of (i) the payment obligations of Parent to the Guaranteed Party under Section 8.06(b) of the Merger Agreement, (ii) the reimbursement obligations of Parent pursuant to Section 8.06(c) of the Merger Agreement and (iii) the indemnification, reimbursement and expense obligations of Parent under Section 6.07 of the Merger Agreement if, as and when those obligations become payable by and due under the Lessee under Sections 7.1 and 7.2 of this Merger Agreement (all collectively, the “Guaranteed Obligations”), provided that in no event shall the maximum liability of the Guarantor hereunder exceed the Guaranteed Percentage of an amount equal to (a) US$6,474,292 minus (b) any portion of the Guaranteed Obligations that have been paid by Parent or Merger Sub (such obligations limitation on the liability that the Guarantor may have for the Guaranteed Obligations being hereinafter herein referred to as the "Guaranteed Obligations"“Cap”), it being understood that this Limited Guaranty may not be enforced against the Guarantor without giving effect to the Cap (and to the provisions of Sections 7 and 8 hereof). Upon failure by This Limited Guaranty may be enforced for the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreementspayment of money only. All payments by Trinity under this guaranty hereunder shall be made in lawful money of the United States, in immediately available funds and free and clear of any and all encumbrances of whatsoever type. The Guarantor acknowledges that the Guaranteed Party entered into the transactions contemplated by the Merger Agreement in reliance upon the execution of this Limited Guaranty. This Limited Guaranty is substantially identical to the other limited guarantees given by the other guarantors (the “Other Guarantors”) dated on or around the date hereof in favor of the Guaranteed Party with respect to the Merger Agreement, and the obligations of the Guarantor and the Other Guarantors shall be several and not joint. If Parent or Merger Sub fails to discharge any Guaranteed Obligations when due, then the Guarantor shall, on the same basis as payments by Guaranteed Party’s demand, forthwith pay to the Lessee under Guaranteed Party the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collectionGuaranteed Obligations (subject to the Cap), and Trinity specifically agrees that it shall not be necessarythe Guaranteed Party may at any time and from time to time, at the Guaranteed Party’s option, and so long as Parent or Merger Sub has failed to discharge the Guaranteed Obligations, take any and all actions available hereunder to collect the Guarantor’s liability hereunder in respect of such Guaranteed Obligations, subject to the Cap. In furtherance of the foregoing, the Guarantor acknowledges that Trinity shall not be entitled to requirethe Guaranteed Party may, before in its sole discretion, bring and prosecute a separate action or as a condition of enforcing actions against the liability of Trinity under this Section 11 or requiring payment or performance Guarantor for the full amount of the Guaranteed Obligations (subject to the Cap), regardless of whether any such action is brought against Parent, Merger Sub or any of the Other Guarantors or whether Parent, Merger Sub or any of the Other Guarantors is joined in any such action or actions. The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses and fees incurred by Trinity the Guaranteed Party in commencing the enforcement of its right hereunder in the event (i) the Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guaranty is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder, or at any time thereafter, . The parties hereto acknowledge and agree that irreparable damage would occur in the event that any Person: (a) file suit of the provisions of this Limited Guaranty were not performed in accordance with its specific terms or proceed were otherwise breached and further agree that the Guaranteed Party shall be entitled to obtain or assert a claim for personal judgment an injunction, specific performance and other equitable relief against Lessee or the Guarantor to prevent breaches of this Limited Guaranty and to enforce specifically the terms and provisions hereof, in addition to any other Person that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person it is entitled at law or in equity, and shall not be entitled required to provide any bond or other security in connection with any such order or injunction. The Guarantor further agrees not to oppose the granting of any such injunction, specific performance and other equitable relief on the basis that (i) the Guaranteed Obligation Party has an adequate remedy at law or any security (ii) an award of an injunction, specific performance or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable equitable relief is not an appropriate remedy for any Guaranteed Obligationreason at law or in equity.

Limited Guaranty. Trinity hereby irrevocably (a) To induce the Guaranteed Party to enter into an Agreement and unconditionally guarantees for the benefit Plan of each Merger, dated as of the Owner Participantdate of this Limited Guaranty (as amended, restated, supplemented or otherwise modified from time to time, the Owner Trustee“Merger Agreement”), Trust Companyby and among Orient TM Parent Limited, a Cayman Islands company (“Parent”), Orient TM Merger Limited, a Cayman Islands company (“Merger Sub”) and the Guaranteed Party, pursuant to which Merger Sub will merge with and into the Guaranteed Party, with the Guaranteed Party surviving the merger and become a wholly owned subsidiary of Parent, each Guarantor, intending to be legally bound, hereby absolutely, unconditionally and irrevocably guarantees to the Guaranteed Party, as the primary obligor and not merely as surety, on the terms and subject to the conditions herein, the Indenture Trustee, the Pass Through Trustee and the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party") the full due and punctual payment, performance and discharge of 10% of the payment obligations of all amounts payable by Parent to the Lessee Guaranteed Party under Sections 7.1 6.08(b), 8.06(b) and 7.2 8.06(c) of this the Merger Agreement as and when due (all such obligations being hereinafter referred to as the "“Guaranteed Obligations"”). Upon failure by , provided, that in no event shall the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity Guarantors’ liability under this guaranty shall be made on Limited Guaranty exceed an amount equal to (a) US$710,000 (the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance “Maximum Amount”) minus (b) any portion of the Guaranteed Obligations actually paid by Trinity hereunderParent or Merger Sub in accordance with the terms hereof and under the Merger Agreement; provided, or at any time thereafterfurther, that any Person: (athe Guarantors shall have no obligations with respect to the payment obligations of Parent under Sections 6.08(b) file suit and 8.06(c) unless the underlying expenses are evidenced by invoice or proceed other written evidence, in each case, to obtain or assert a claim for personal judgment against Lessee or any other Person that the reasonable satisfaction of the Guarantors. This Limited Guaranty may be liable enforced for the payment of money only. All payments hereunder shall be made in United States dollars, in immediately available funds. The Guarantors shall make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind, except as expressly provided in this Limited Guaranty. Each Guarantor acknowledges that the Guaranteed Obligation; Party entered into the transactions contemplated by the Merger Agreement in reliance on this Limited Guaranty. (b) make Subject to the terms and conditions of this Limited Guaranty, if Parent fails to fully and timely discharge any other effort of the Guaranteed Obligations when due, then all of the Guarantors’ liabilities and obligations to obtain payment the Guaranteed Party hereunder in respect of the Guaranteed Obligations shall, on demand, become immediately due and payable and each Guarantor hereby agrees to promptly fully perform and discharge, or performance to cause to be promptly fully performed or discharged, any such Guaranteed Obligations. In furtherance of the foregoing, each Guarantor acknowledges that the Guaranteed Party may, in its sole discretion, bring and prosecute a separate action or actions against any Guarantor for the Guaranteed Obligation from Lessee Obligations (subject to the Maximum Amount), regardless of whether any action is brought against Parent, Merger Sub or any other Person Other Guarantor, or whether Parent, Merger Sub or any Other Guarantor is joined in any action or actions. Each Guarantor agrees to pay all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder, but only to the extent that may be it has been finally determined in accordance with Section 11 that each Guarantor is liable for such for, but has failed to perform, the Guaranteed Obligation; Obligations hereunder. (c) foreclose The parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Limited Guaranty were not performed in accordance with its specific terms or were otherwise breached and further agree that the Guaranteed Party shall be entitled to an injunction, specific performance and other equitable relief against or seek any Guarantor to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert prevent breaches of this Limited Guaranty and to enforce specifically the terms and provisions hereof, in addition to any other right or remedy to which such Person it is entitled at law or in equity, and shall not be entitled required to provide any bond or other security in connection with any such order or injunction. Each Guarantor further agrees not to oppose the granting of any such injunction, specific performance and other equitable relief on the basis that (i) the Guaranteed Obligation Party has an adequate remedy at law or any security (ii) an award of an injunction, specific performance or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable equitable relief is not an appropriate remedy for any Guaranteed Obligationreason at law or in equity (collectively, the “Prohibited Defenses”).

Limited Guaranty. Trinity hereby irrevocably (a) To induce the Guaranteed Party to enter into an Agreement and unconditionally guarantees for the benefit Plan of each Merger, dated as of the Owner Participantdate of this Limited Guaranty (as amended, restated, supplemented or otherwise modified from time to time, the Owner Trustee“Merger Agreement”), Trust Companyby and among Orient TM Parent Limited, a Cayman Islands company (“Parent”), Orient TM Merger Limited, a Cayman Islands company (“Merger Sub”) and the Guaranteed Party, pursuant to which Merger Sub will merge with and into the Guaranteed Party, with the Guaranteed Party surviving the merger and become a wholly owned subsidiary of Parent, each Guarantor, intending to be legally bound, hereby absolutely, unconditionally and irrevocably guarantees to the Guaranteed Party, as the primary obligor and not merely as surety, on the terms and subject to the conditions herein, the Indenture Trustee, the Pass Through Trustee and the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party") the full due and punctual payment, performance and discharge of 12% of the payment obligations of all amounts payable by Parent to the Lessee Guaranteed Party under Sections 7.1 6.08(b), 8.06(b) and 7.2 8.06(c) of this the Merger Agreement as and when due (all such obligations being hereinafter referred to as the "“Guaranteed Obligations"”). Upon failure by , provided, that in no event shall the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity Guarantors’ liability under this guaranty shall be made on Limited Guaranty exceed an amount equal to (a) US$852,000 (the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance “Maximum Amount”) minus (b) any portion of the Guaranteed Obligations actually paid by Trinity hereunderParent or Merger Sub in accordance with the terms hereof and under the Merger Agreement; provided, or at any time thereafterfurther, that any Person: (athe Guarantors shall have no obligations with respect to the payment obligations of Parent under Sections 6.08(b) file suit and 8.06(c) unless the underlying expenses are evidenced by invoice or proceed other written evidence, in each case, to obtain or assert a claim for personal judgment against Lessee or any other Person that the reasonable satisfaction of the Guarantors. This Limited Guaranty may be liable enforced for the payment of money only. All payments hereunder shall be made in United States dollars, in immediately available funds. The Guarantors shall make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind, except as expressly provided in this Limited Guaranty. Each Guarantor acknowledges that the Guaranteed Obligation; Party entered into the transactions contemplated by the Merger Agreement in reliance on this Limited Guaranty. (b) make Subject to the terms and conditions of this Limited Guaranty, if Parent fails to fully and timely discharge any other effort of the Guaranteed Obligations when due, then all of the Guarantors’ liabilities and obligations to obtain payment the Guaranteed Party hereunder in respect of the Guaranteed Obligations shall, on demand, become immediately due and payable and each Guarantor hereby agrees to promptly fully perform and discharge, or performance to cause to be promptly fully performed or discharged, any such Guaranteed Obligations. In furtherance of the foregoing, each Guarantor acknowledges that the Guaranteed Party may, in its sole discretion, bring and prosecute a separate action or actions against any Guarantor for the Guaranteed Obligation from Lessee Obligations (subject to the Maximum Amount), regardless of whether any action is brought against Parent, Merger Sub or any other Person Other Guarantor, or whether Parent, Merger Sub or any Other Guarantor is joined in any action or actions. Each Guarantor agrees to pay all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder, but only to the extent that may be it has been finally determined in accordance with Section 11 that each Guarantor is liable for such for, but has failed to perform, the Guaranteed Obligation; Obligations hereunder. (c) foreclose The parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Limited Guaranty were not performed in accordance with its specific terms or were otherwise breached and further agree that the Guaranteed Party shall be entitled to an injunction, specific performance and other equitable relief against or seek any Guarantor to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert prevent breaches of this Limited Guaranty and to enforce specifically the terms and provisions hereof, in addition to any other right or remedy to which such Person it is entitled at law or in equity, and shall not be entitled required to provide any bond or other security in connection with any such order or injunction. Each Guarantor further agrees not to oppose the granting of any such injunction, specific performance and other equitable relief on the basis that (i) the Guaranteed Obligation Party has an adequate remedy at law or any security (ii) an award of an injunction, specific performance or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable equitable relief is not an appropriate remedy for any Guaranteed Obligationreason at law or in equity (collectively, the “Prohibited Defenses”).

Limited Guaranty. Trinity (a) In the event that Guarantor fails to fund the Commitment by the date that is one Business Day prior to the Scheduled Closing Date (the “Closing Due Date”) in accordance with Guarantor’s obligations under the Equity Commitment Letter (a “Funding Failure”), Guarantor hereby irrevocably agrees that, from and unconditionally guarantees after the termination of the Purchase Agreement pursuant to Section 9.1(b) or 9.1(f) thereof, Seller may seek from Guarantor, and shall be entitled to recover, any and all damages that Seller incurs as a result of Guarantor’s failure to fund the Commitment on the Closing Due Date in accordance with Guarantor’s obligations under the Equity Commitment Letter, which Guarantor stipulates and agrees (and agrees that it will not take a contrary position in any context or forum) shall be an amount equal to the Maximum Obligation (as defined below) (the “Defaulting Guarantor Obligations”). For the avoidance of doubt, there shall be no Funding Failure unless Buyer and Seller have mutually agreed (i) on the Determination Date, that the conditions to closing in Sections 8.1 and 8.2 of the Purchase Agreement, and (ii) on the Scheduled Closing Date, that the conditions to closing in Sections 8.1(b) and 8.2 of the Purchase Agreement, in each case other than those conditions that by their nature are to be satisfied at the Closing, have been satisfied or waived or, if Buyer and Seller are unable to so agree, a court of competent jurisdiction shall have finally determined that such closing conditions have been satisfied or waived, and the Purchase Agreement may not be terminated except by the mutual written agreement of Buyer and Seller pending such judicial resolution (it being understood that, for the benefit avoidance of doubt, neither Section 12.7 of the Purchase Agreement nor any other section restricting remedies hereunder shall prevent a party from bringing an action to obtain such judicial determination, and provided further that no such action for a judicial determination shall be construed as an act giving rise to a termination of the Equity Commitment Letters under Section 4(c) thereof or otherwise). Solely for purposes of the foregoing sentence, it is agreed and acknowledged that the conditions to Closing in Sections 8.1 and 8.2 of the Purchase Agreement (other than Section 8.2(b) thereof solely with respect to the obligations of Seller following the date of such postponement under Article VI and Article VII of the Purchase Agreement and Section 8.2(c) thereof solely with respect to the performance of such obligations) shall be deemed satisfied and agreed as of each of the Owner ParticipantDetermination Date and the Scheduled Closing Date by any party that exercises its right of postponement under Section 2.8(c) of the Purchase Agreement. (b) In the event that one or more Other Guarantors fails to fund its Other Commitment on the Closing Due Date in accordance with its obligations under its Other Equity Commitment Letter, Guarantor hereby severally but not jointly with the non-defaulting Other Guarantors, absolutely, unconditionally and irrevocably guarantees to Seller the sum of (i) the Guarantor Percentage (defined below) of the payment obligation of Buyer under Section 9.2(b) of the Purchase Agreement (the obligations of Buyer referred to under this paragraph (b), the Owner Trustee“Liquidated Damages Obligations”), Trust Companyplus (ii) in the case of each of ColFin FRB Investor, LLC (“Colony”) and General Atlantic Partners 85, L.P. (“GA”) only, 50% of the Liquidated Damages Obligations attributable to the Defaulting Guarantors or, if either Colony or GA is a Defaulting Guarantor, 100% of the Liquidated Damages Obligations attributable to the Defaulting Guarantors (the sum of (i) and (ii), the Indenture Trustee“Non-Defaulting Guarantor Obligations”). As used in this Limited Guaranty, the Pass Through Trustee and the Policy Provider (eachNon-Defaulting Guarantor Obligations, together with their respective permitted successors the Defaulting Guarantor Obligations and assignsthe Expense Obligations (as defined below), a "Guaranty Party") the full and punctual payment of all amounts payable by the Lessee under Sections 7.1 and 7.2 of this Agreement (all such obligations being hereinafter are referred to as the "Guaranteed “Guarantor Obligations"). Upon failure by the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity under this guaranty shall be made on the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual ”; and Buyer’s payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance of the Guaranteed Obligations by Trinity hereunder, or at any time thereafter, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee or any other Person that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled obligations in connection with any Guaranteed Obligation the Closing or any security or other guaranty therefor or its Liquidated Damages Obligations, as the case may be, are referred to as the “Buyer Obligations”. For purposes of this Limited Guaranty, (eA) assert or file any claim against “Guarantor Percentage” shall have the assets of Lessee or any other Person liable for any Guaranteed same meaning given to the term “Investor Percentage” in the Equity Commitment Letter, and (B) “Maximum Obligation” shall mean the Guarantor Percentage multiplied by the Cap Amount (as defined in the Equity Commitment Letter).

Limited Guaranty. Trinity hereby irrevocably (a) To induce the Guaranteed Party to enter into an Agreement and unconditionally guarantees for the benefit Plan of each Merger, dated as of the Owner Participantdate of this Limited Guaranty (as amended, restated, supplemented or otherwise modified from time to time, the Owner Trustee“Merger Agreement”), Trust Companyby and among Orient TM Parent Limited, a Cayman Islands company (“Parent”), Orient TM Merger Limited, a Cayman Islands company (“Merger Sub”) and the Guaranteed Party, pursuant to which Merger Sub will merge with and into the Guaranteed Party, with the Guaranteed Party surviving the merger and become a wholly owned subsidiary of Parent, the Indenture TrusteeGuarantor, intending to be legally bound, hereby absolutely, unconditionally and irrevocably guarantees to the Guaranteed Party, as the primary obligor and not merely as surety, on the terms and subject to the conditions herein, the Pass Through Trustee and the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party") the full due and punctual payment, performance and discharge of 78% of the payment obligations of all amounts payable by Parent to the Lessee Guaranteed Party under Sections 7.1 6.08(b), 8.06(b) and 7.2 8.06(c) of this the Merger Agreement as and when due (all such obligations being hereinafter referred to as the "“Guaranteed Obligations"”). Upon failure by , provided, that in no event shall the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity Guarantor’s liability under this guaranty shall be made on Limited Guaranty exceed an amount equal to (a) US$5,538,000 (the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance “Maximum Amount”) minus (b) any portion of the Guaranteed Obligations actually paid by Trinity hereunderParent or Merger Sub in accordance with the terms hereof and under the Merger Agreement; provided, or at any time thereafterfurther, that any Person: (athe Guarantor shall have no obligations with respect to the payment obligations of Parent under Sections 6.08(b) file suit and 8.06(c) unless the underlying expenses are evidenced by invoice or proceed other written evidence, in each case, to obtain or assert a claim for personal judgment against Lessee or any other Person that the reasonable satisfaction of the Guarantor. This Limited Guaranty may be liable enforced for the payment of money only. All payments hereunder shall be made in United States dollars, in immediately available funds. The Guarantor shall make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind, except as expressly provided in this Limited Guaranty. The Guarantor acknowledges that the Guaranteed Obligation; Party entered into the transactions contemplated by the Merger Agreement in reliance on this Limited Guaranty. (b) make Subject to the terms and conditions of this Limited Guaranty, if Parent fails to fully and timely discharge any other effort of the Guaranteed Obligations when due, then all of the Guarantor’s liabilities and obligations to obtain payment the Guaranteed Party hereunder in respect of the Guaranteed Obligations shall, on demand, become immediately due and payable and the Guarantor hereby agrees to promptly fully perform and discharge, or performance to cause to be promptly fully performed or discharged, any such Guaranteed Obligations. In furtherance of the foregoing, the Guarantor acknowledges that the Guaranteed Party may, in its sole discretion, bring and prosecute a separate action or actions against the Guarantor for the Guaranteed Obligations (subject to the Maximum Amount), regardless of whether any Guaranteed Obligation from Lessee action is brought against Parent, Merger Sub or any other Person Other Guarantor, or whether Parent, Merger Sub or any Other Guarantor is joined in any action or actions. The Guarantor agrees to pay all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder, but only to the extent that may be it has been finally determined in accordance with Section 11 that the Guarantor is liable for such for, but has failed to perform, the Guaranteed Obligation; Obligations hereunder. (c) foreclose The parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Limited Guaranty were not performed in accordance with its specific terms or were otherwise breached and further agree that the Guaranteed Party shall be entitled to an injunction, specific performance and other equitable relief against or seek the Guarantor to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert prevent breaches of this Limited Guaranty and to enforce specifically the terms and provisions hereof, in addition to any other right or remedy to which such Person it is entitled at law or in equity, and shall not be entitled required to provide any bond or other security in connection with any such order or injunction. The Guarantor further agrees not to oppose the granting of any such injunction, specific performance and other equitable relief on the basis that (i) the Guaranteed Obligation Party has an adequate remedy at law or any security (ii) an award of an injunction, specific performance or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable equitable relief is not an appropriate remedy for any Guaranteed Obligationreason at law or in equity (collectively, the “Prohibited Defenses”).

Limited Guaranty. Trinity To induce the Guaranteed Party to enter into an Agreement and Plan of Merger, dated as of the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”; capitalized terms used but not defined herein shall have the meanings given to such terms in the Merger Agreement) among Linkedsee Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Xxxxxxx International Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”), and the Guaranteed Party, pursuant to which Merger Sub will merge with and into the Guaranteed Party (the “Merger”), the Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees for to the benefit of each of the Owner ParticipantGuaranteed Party, as primary obligor and not merely as a surety, the Owner Trustee, Trust Company, the Indenture Trustee, the Pass Through Trustee and the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party") the full due and punctual payment and discharge of all amounts 12.582% (the “Guaranteed Percentage”) of (i) the payment obligations of Parent to the Guaranteed Party under Section 8.06(b) of the Merger Agreement, (ii) the reimbursement obligations of Parent pursuant to Section 8.06(c) of the Merger Agreement and (iii) the indemnification, reimbursement and expense obligations of Parent under Section 6.07 of the Merger Agreement if, as and when those obligations become payable by and due under the Lessee under Sections 7.1 and 7.2 of this Merger Agreement (all collectively, the “Guaranteed Obligations”), provided that in no event shall the maximum liability of the Guarantor hereunder exceed the Guaranteed Percentage of an amount equal to (a) US$1,308,569 minus (b) any portion of the Guaranteed Obligations that have been paid by Parent or Merger Sub (such obligations limitation on the liability that the Guarantor may have for the Guaranteed Obligations being hereinafter herein referred to as the "Guaranteed Obligations"“Cap”), it being understood that this Limited Guaranty may not be enforced against the Guarantor without giving effect to the Cap (and to the provisions of Sections 7 and 8 hereof). Upon failure by This Limited Guaranty may be enforced for the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreementspayment of money only. All payments by Trinity under this guaranty hereunder shall be made in lawful money of the United States, in immediately available funds and free and clear of any and all encumbrances of whatsoever type. The Guarantor acknowledges that the Guaranteed Party entered into the transactions contemplated by the Merger Agreement in reliance upon the execution of this Limited Guaranty. This Limited Guaranty is substantially identical to the other limited guarantees given by the other guarantors (the “Other Guarantors”) dated on or around the date hereof in favor of the Guaranteed Party with respect to the Merger Agreement, and the obligations of the Guarantor and the Other Guarantors shall be several and not joint. If Parent or Merger Sub fails to discharge any Guaranteed Obligations when due, then the Guarantor shall, on the same basis as payments by Guaranteed Party’s demand, forthwith pay to the Lessee under Guaranteed Party the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collectionGuaranteed Obligations (subject to the Cap), and Trinity specifically agrees that it shall not be necessarythe Guaranteed Party may at any time and from time to time, at the Guaranteed Party’s option, and so long as Parent or Merger Sub has failed to discharge the Guaranteed Obligations, take any and all actions available hereunder to collect the Guarantor’s liability hereunder in respect of such Guaranteed Obligations, subject to the Cap. In furtherance of the foregoing, the Guarantor acknowledges that Trinity shall not be entitled to requirethe Guaranteed Party may, before in its sole discretion, bring and prosecute a separate action or as a condition of enforcing actions against the liability of Trinity under this Section 11 or requiring payment or performance Guarantor for the full amount of the Guaranteed Obligations (subject to the Cap), regardless of whether any such action is brought against Parent, Merger Sub or any of the Other Guarantors or whether Parent, Merger Sub or any of the Other Guarantors is joined in any such action or actions. The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses and fees incurred by Trinity the Guaranteed Party in commencing the enforcement of its right hereunder in the event (i) the Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guaranty is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder, or at any time thereafter, . The parties hereto acknowledge and agree that irreparable damage would occur in the event that any Person: (a) file suit of the provisions of this Limited Guaranty were not performed in accordance with its specific terms or proceed were otherwise breached and further agree that the Guaranteed Party shall be entitled to obtain or assert a claim for personal judgment an injunction, specific performance and other equitable relief against Lessee or the Guarantor to prevent breaches of this Limited Guaranty and to enforce specifically the terms and provisions hereof, in addition to any other Person that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person it is entitled at law or in equity, and shall not be entitled required to provide any bond or other security in connection with any such order or injunction. The Guarantor further agrees not to oppose the granting of any such injunction, specific performance and other equitable relief on the basis that (i) the Guaranteed Obligation Party has an adequate remedy at law or any security (ii) an award of an injunction, specific performance or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable equitable relief is not an appropriate remedy for any Guaranteed Obligationreason at law or in equity.

Limited Guaranty. Trinity hereby irrevocably To induce Seller to enter into an Agreement and unconditionally guarantees for the benefit Plan of each Merger, dated as of the Owner Participantdate hereof (as amended, supplemented or otherwise modified from time to time, the Owner Trustee"Merger Agreement"; capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Merger Agreement), Trust Companyamong Cobra Green LLC, a Delaware limited liability company (the "Buyer"), Cobra Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Buyer (the "Merger Sub"), and Seller, the Indenture TrusteeGuarantor absolutely, unconditionally and irrevocably guarantees to Seller the Pass Through Trustee and the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party") the full due and punctual payment of all amounts payable (i) the Seller Termination Amount, if and when due pursuant to Section 8.3(a)(v) of the Merger Agreement, or (ii) any awards not to exceed $9,000,000 in the aggregate granted pursuant to a final, non-appealable judgment of a Delaware Court (as defined below) for a claim based on fraud or intentional and material breach by Buyer under Section 8.2 of the Lessee under Sections 7.1 and 7.2 of this Merger Agreement (all such obligations being hereinafter referred to as the "Guaranteed ObligationsObligation"). Upon failure by Seller hereby agrees that (i) in no event shall the Lessee Guarantor be required to pay punctually or perform to any Guaranteed ObligationPerson under, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity under this guaranty shall be made on the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance of the Guaranteed Obligations by Trinity hereunderrespect of, or at any time thereafter, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee or any other Person that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with this Limited Guaranty more than the Seller Termination Amount (the "Cap Amount"), and (ii) the Guarantor shall have no obligation or liability to any Guaranteed Obligation Person relating to, arising out of or in connection with, this Limited Guaranty other than as expressly set forth herein. Notwithstanding anything to the contrary set forth in this Limited Guaranty, Seller hereby agrees that, to the extent the Buyer does not have any security or other guaranty therefor or (epayment obligation under Section 8.3(a)(v) assert or file of the Merger Agreement, the Guarantor shall similarly not have any claim against the assets of Lessee or any other Person liable for any Guaranteed Obligationobligations under this Limited Guaranty.

Limited Guaranty. Trinity hereby irrevocably (a) To induce the Guaranteed Party to enter into an Agreement and unconditionally guarantees for the benefit Plan of each Merger, dated as of the Owner Participantdate of this Limited Guaranty (as amended, restated, supplemented or otherwise modified from time to time, the Owner Trustee“Merger Agreement”), Trust Companyby and among Simcere Holding Limited, a Cayman Islands company (“Parent”), Simcere Acquisition Limited, a Cayman Islands company (“Merger Sub”) and the Guaranteed Party, pursuant to which Merger Sub will merge with and into the Guaranteed Party, with the Guaranteed Party surviving the merger as a wholly owned subsidiary of Parent, the Indenture TrusteeGuarantor, intending to be legally bound, hereby absolutely, unconditionally and irrevocably guarantees to the Guaranteed Party, as the primary obligor and not merely as surety, on the terms and subject to the conditions herein, the Pass Through Trustee and the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party") the full due and punctual payment, performance and discharge of 10.58% of the payment obligations of all amounts payable by Parent to the Lessee Guaranteed Party under Sections 7.1 8.5(c), 8.5(d) and 7.2 6.14 of this the Merger Agreement as and when due (all such obligations being hereinafter referred to as the "“Guaranteed Obligations"”). Upon failure by , provided, that in no event shall the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity Guarantor’s liability under this guaranty shall be made on Limited Guaranty exceed an amount equal to (a) US$317,400 (the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance “Maximum Amount”) minus (b) any portion of the Guaranteed Obligations actually paid by Trinity hereunderParent or Merger Sub in accordance with the terms hereof and under the Merger Agreement; provided, or at any time thereafterfurther, that any Person: (athe Guarantor shall have no obligations with respect to the payment obligations of Parent under Sections 8.5(d) file suit and 6.14 unless the underlying expenses are evidenced by invoice or proceed other written evidence, in each case, to obtain or assert a claim for personal judgment against Lessee or any other Person that the reasonable satisfaction of the Guarantor. This Limited Guaranty may be liable enforced for the payment of money only. All payments hereunder shall be made in United States dollars, in immediately available funds. The Guarantor shall make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind, except as expressly provided in this Limited Guaranty. The Guarantor acknowledges that the Guaranteed Obligation; Party entered into the transactions contemplated by the Merger Agreement in reliance on this Limited Guaranty. (b) make Subject to the terms and conditions of this Limited Guaranty, if Parent fails to fully and timely discharge any other effort of the Guaranteed Obligations when due, then all of the Guarantor’s liabilities and obligations to obtain payment the Guaranteed Party hereunder in respect of the Guaranteed Obligations shall, on demand, become immediately due and payable and the Guarantor hereby agrees to promptly fully perform and discharge, or performance to cause to be promptly fully performed or discharged, any such Guaranteed Obligations. In furtherance of the foregoing, the Guarantor acknowledges that the Guaranteed Party may, in its sole discretion, bring and prosecute a separate action or actions against the Guarantor for the Guaranteed Obligations (subject to the Maximum Amount), regardless of whether any Guaranteed Obligation from Lessee action is brought against Parent, Merger Sub or any other Person Other Guarantor, or whether Parent, Merger Sub or any Other Guarantor is joined in any action or actions. The Guarantor agrees to pay all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder, but only to the extent that may be it has been finally determined by the arbitration panel in accordance with Section 11(b) that the Guarantor is liable for such for, but has failed to perform, the Guaranteed Obligation; Obligations hereunder. (c) foreclose The parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Limited Guaranty were not performed in accordance with its specific terms or were otherwise breached and further agree that the Guaranteed Party shall be entitled to an injunction, specific performance and other equitable relief against or seek the Guarantor to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert prevent breaches of this Limited Guaranty and to enforce specifically the terms and provisions hereof, in addition to any other right or remedy to which such Person it is entitled at law or in equity, and shall not be entitled required to provide any bond or other security in connection with any such order or injunction. The Guarantor further agrees not to oppose the granting of any such injunction, specific performance and other equitable relief on the basis that (i) the Guaranteed Obligation Party has an adequate remedy at law or any security (ii) an award of an injunction, specific performance or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable equitable relief is not an appropriate remedy for any Guaranteed Obligationreason at law or in equity (collectively, the “Prohibited Defenses”).

Limited Guaranty. Trinity To induce the Guaranteed Party to enter into an Agreement and Plan of Merger, dated as of the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”; capitalized terms used but not defined herein shall have the meanings given to such terms in the Merger Agreement) among Linkedsee Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Xxxxxxx International Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”), and the Guaranteed Party, pursuant to which Merger Sub will merge with and into the Guaranteed Party (the “Merger”), the Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees for to the benefit of each of the Owner ParticipantGuaranteed Party, as primary obligor and not merely as a surety, the Owner Trustee, Trust Company, the Indenture Trustee, the Pass Through Trustee and the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party") the full due and punctual payment and discharge of all amounts 25.165% (the “Guaranteed Percentage”) of (i) the payment obligations of Parent to the Guaranteed Party under Section 8.06(b) of the Merger Agreement, (ii) the reimbursement obligations of Parent pursuant to Section 8.06(c) of the Merger Agreement and (iii) the indemnification, reimbursement and expense obligations of Parent under Section 6.07 of the Merger Agreement if, as and when those obligations become payable by and due under the Lessee under Sections 7.1 and 7.2 of this Merger Agreement (all collectively, the “Guaranteed Obligations”), provided that in no event shall the maximum liability of the Guarantor hereunder exceed the Guaranteed Percentage of an amount equal to (a) US$2,617,139 minus (b) any portion of the Guaranteed Obligations that have been paid by Parent or Merger Sub (such obligations limitation on the liability that the Guarantor may have for the Guaranteed Obligations being hereinafter herein referred to as the "Guaranteed Obligations"“Cap”), it being understood that this Limited Guaranty may not be enforced against the Guarantor without giving effect to the Cap (and to the provisions of Sections 7 and 8 hereof). Upon failure by This Limited Guaranty may be enforced for the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreementspayment of money only. All payments by Trinity under this guaranty hereunder shall be made in lawful money of the United States, in immediately available funds and free and clear of any and all encumbrances of whatsoever type. The Guarantor acknowledges that the Guaranteed Party entered into the transactions contemplated by the Merger Agreement in reliance upon the execution of this Limited Guaranty. This Limited Guaranty is substantially identical to the other limited guarantees given by the other guarantors (the “Other Guarantors”) dated on or around the date hereof in favor of the Guaranteed Party with respect to the Merger Agreement, and the obligations of the Guarantor and the Other Guarantors shall be several and not joint. If Parent or Merger Sub fails to discharge any Guaranteed Obligations when due, then the Guarantor shall, on the same basis as payments by Guaranteed Party’s demand, forthwith pay to the Lessee under Guaranteed Party the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collectionGuaranteed Obligations (subject to the Cap), and Trinity specifically agrees that it shall not be necessarythe Guaranteed Party may at any time and from time to time, at the Guaranteed Party’s option, and so long as Parent or Merger Sub has failed to discharge the Guaranteed Obligations, take any and all actions available hereunder to collect the Guarantor’s liability hereunder in respect of such Guaranteed Obligations, subject to the Cap. In furtherance of the foregoing, the Guarantor acknowledges that Trinity shall not be entitled to requirethe Guaranteed Party may, before in its sole discretion, bring and prosecute a separate action or as a condition of enforcing actions against the liability of Trinity under this Section 11 or requiring payment or performance Guarantor for the full amount of the Guaranteed Obligations (subject to the Cap), regardless of whether any such action is brought against Parent, Merger Sub or any of the Other Guarantors or whether Parent, Merger Sub or any of the Other Guarantors is joined in any such action or actions. The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses and fees incurred by Trinity the Guaranteed Party in commencing the enforcement of its right hereunder in the event (i) the Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guaranty is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder, or at any time thereafter, . The parties hereto acknowledge and agree that irreparable damage would occur in the event that any Person: (a) file suit of the provisions of this Limited Guaranty were not performed in accordance with its specific terms or proceed were otherwise breached and further agree that the Guaranteed Party shall be entitled to obtain or assert a claim for personal judgment an injunction, specific performance and other equitable relief against Lessee or the Guarantor to prevent breaches of this Limited Guaranty and to enforce specifically the terms and provisions hereof, in addition to any other Person that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person it is entitled at law or in equity, and shall not be entitled required to provide any bond or other security in connection with any such order or injunction. The Guarantor further agrees not to oppose the granting of any such injunction, specific performance and other equitable relief on the basis that (i) the Guaranteed Obligation Party has an adequate remedy at law or any security (ii) an award of an injunction, specific performance or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable equitable relief is not an appropriate remedy for any Guaranteed Obligationreason at law or in equity.

Limited Guaranty. Trinity hereby irrevocably (a) To induce the Guaranteed Party to enter into an Agreement and unconditionally guarantees for the benefit Plan of each Merger, dated as of the Owner Participantdate of this Limited Guaranty (as amended, restated, supplemented or otherwise modified from time to time, the Owner Trustee“Merger Agreement”), Trust Companyby and among Rightmark Holdings Limited, a British Virgin Islands company (“Parent”), Rightmark Merger Sub Limited, a Delaware corporation (“Merger Sub”), the Indenture TrusteeGuarantor (solely for purpose of Section 6.15 of the Merger Agreement) and the Guaranteed Party pursuant to which Merger Sub will merge with and into the Guaranteed Party, with the Guaranteed Party surviving the merger as a wholly owned subsidiary of Parent, the Pass Through Trustee Guarantor, intending to be legally bound, hereby absolutely, unconditionally and irrevocably guarantees to the Policy Provider Guaranteed Party, as the primary obligor and not merely as surety, on the terms and subject to the conditions herein, the due and punctual payment, performance and discharge of an amount equal to the sum of (eachA) the unpaid payment obligations of Parent to the Guaranteed Party under Section 8.3(c) of the Merger Agreement as and when due (the “Parent Fee Obligations”), provided that in no event shall the Parent Fee Obligations exceed US$20,000,000 and (B) the unpaid expense reimbursement obligations of Parent to the Guaranteed Party under Section 8.3(e) of the Merger Agreement as and when due (the “Expense Obligations,” and, together with their respective permitted successors the Parent Fee Obligations and assignsExpense Obligations, a "Guaranty Party"the “Guaranteed Obligations”) (which, for the full and punctual sake of clarity, do not include reimbursement of expenses, if applicable, pursuant to Section 1(c) hereof). This guarantee may be enforced for the payment of all amounts payable by the Lessee under Sections 7.1 and 7.2 of this Agreement (all such obligations being hereinafter referred to as the "Guaranteed Obligations"). Upon failure by the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreementsmoney only. All payments by Trinity under this guaranty hereunder shall be made on in lawful money of the same basis United States, in immediately available funds. The Guarantor shall make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind, except as payments expressly provided in this Limited Guaranty. The Guarantor acknowledges that the Guaranteed Party entered into the transactions contemplated by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment Merger Agreement in reliance on this Limited Guaranty. (b) If Parent fails to fully and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance timely discharge any of the Guaranteed Obligations by Trinity hereunderwhen due, then all of the Guarantor’s liabilities and obligations to the Guaranteed Party hereunder in respect of the Guaranteed Obligations shall, on demand, become immediately due and payable and the Guarantor hereby agrees to promptly fully perform and discharge, or at to cause to be promptly fully performed or discharged, any time thereafter, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee or any other Person that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; Obligations. In furtherance of the foregoing, the Guarantor acknowledges that the Guaranteed Party may, in its sole discretion, bring and prosecute a separate action or actions against the Guarantors for the Guaranteed Obligations, regardless of whether any action is brought against Parent or Merger Sub. (c) foreclose against The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder if (i) the Guarantor asserts in any arbitration, litigation or seek other proceeding that this Limited Guaranty is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding or (ii) the Guarantor fails or refuses to realize upon make any security now or hereafter existing for payment to the Guaranteed Party hereunder when due and payable and it is judicially determined that the Guarantor is required to make such Guaranteed Obligation; payment hereunder. (d) exercise The parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Limited Guaranty were not performed in accordance with its specific terms or assert were otherwise breached and further agree that the Guaranteed Party shall be entitled to an injunction, specific performance and other equitable relief against the Guarantor to prevent breaches of this Limited Guaranty and to enforce specifically the terms and provisions hereof, in addition to any other right or remedy to which such Person it is entitled at law or in equity, and shall not be entitled required to provide any bond or other security in connection with any such order or injunction. The Guarantor further agrees not to oppose the granting of any such injunction, specific performance and other equitable relief on the basis that (x) the Guaranteed Obligation Party has an adequate remedy at law or any security (y) an award of an injunction, specific performance or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable equitable relief is not an appropriate remedy for any Guaranteed Obligationreason at law or equity (collectively, the “Prohibited Defense”).

Limited Guaranty. Trinity To induce the Company to enter into the Merger Agreement, the Guarantor hereby expressly, absolutely, irrevocably and unconditionally guarantees for to the benefit of each Company, subject to the terms and conditions hereof, following the termination of the Owner ParticipantMerger Agreement, the Owner Trusteedue and punctual observance, Trust Companyperformance and discharge of the payment of (a) the Parent Termination Fee in accordance with Section 8.4(e) of the Merger Agreement, (b) any amounts due by Parent pursuant to Section 8.4(f) of the Merger Agreement, and (c) the reimbursement obligations of Parent pursuant to Sections 6.16(c)(iii) and 6.17 of the Merger Agreement (such obligations described in clauses (a), (b) and (c), collectively, the Indenture Trustee“Guaranteed Obligations”); provided, that this Limited Guaranty will expire and will have no further force or effect, and the Company will have no rights hereunder, upon termination of the obligations and liabilities of the Guarantor hereunder in accordance with Section 6 hereof. Notwithstanding anything to the contrary in this Limited Guaranty, the Pass Through Trustee maximum aggregate liability of the Guarantor under this Limited Guaranty shall not exceed the sum of (i) $127,000,000 plus (ii) any and the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party") the full and punctual payment of all amounts payable by due pursuant to either of clauses (b) and (c) above, which together shall not exceed $6,000,000 (the Lessee under Sections 7.1 amounts in clauses (i) and 7.2 of this Agreement (all such obligations being hereinafter referred to as ii) collectively, the "Guaranteed Obligations"“Maximum Amount”). Upon failure by The Company (on behalf of its controlled Affiliates, directors and officers) hereby agrees that the Lessee Guarantor shall in no event be required to pay punctually or perform any Guaranteed Obligationmore than the Maximum Amount pursuant to this Limited Guaranty. Notwithstanding anything to the contrary in this Limited Guaranty, Trinity nothing in this Limited Guaranty shall forthwith on demand pay limit the amount not so paid or perform Company’s rights under the obligation not so performed in the manner specified in the Operative AgreementsEquity Commitment Letter. All payments by Trinity under this guaranty hereunder shall be made on in lawful money of the same basis as payments by the Lessee under the Operative AgreementsUnited States, in immediately available funds. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled If Parent fails to require, before pay all or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance any portion of the Guaranteed Obligations by Trinity hereunderwhen due under the Merger Agreement, or then the Guarantor’s liability to the Company hereunder in respect of such applicable Guaranteed Obligations shall, at the Company’s option, become immediately due and payable, and the Company may at any time thereafterand from time to time, that at the Company’s option, take any Person: (a) file suit and all actions available hereunder or proceed under applicable Law to obtain or assert a claim for personal judgment against Lessee or any other Person that may be liable for any collect the Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Guaranteed Obligation Obligations from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed ObligationGuarantor.

Limited Guaranty. Trinity (a) The Guarantor hereby absolutely, irrevocably and unconditionally guarantees for to the benefit Guaranteed Party, subject to the terms and conditions hereof, the due and punctual payment, performance and discharge of the Guaranteed Percentage (as defined below) of Parent’s obligation of (i) payment of the Parent Termination Fee (if any) to the Company, (ii) payment of any amounts if and as required pursuant to Section 6.11(c) of the Merger Agreement, and (iii) payment of any amounts if and as required pursuant to Section 8.2(e) of the Merger Agreement (the obligations contemplated by the immediately preceding clauses (i), (ii) and (iii), without regard to the Guaranteed Percentage, the “Guaranteed Obligations”). The maximum aggregate amount of liability of the Guarantor under this Limited Guaranty shall not exceed the Maximum Amount (as defined below). The Guaranteed Party hereby agrees that (A) if the Parent Termination Fee is payable pursuant to Section 8.2(c) of the Merger Agreement, the Guaranteed Obligations shall be the full and final settlement of Parent’s liability in respect of such Parent Termination Fee, (B) the Guarantor shall in no event be required to pay more than the Maximum Amount under or in respect of this Limited Guaranty, (C) the Guarantor shall not have any obligation or liability to any Person relating to, arising out of or in connection with this Limited Guaranty, the Merger Agreement, the Support Agreements, the Equity Commitment Letters or any document or instrument delivered in connection with the Merger Agreement, other than the Retained Claims (as defined below), and (D) the Guarantor’s payment obligation under this Limited Guaranty shall be reduced by an amount equal to the Guaranteed Obligations that have actually been paid by or on behalf of Parent to the Guaranteed Party (other than payment by any Other Guarantor under and pursuant to the applicable Other Guaranty) multiplied by the Guaranteed Percentage. Concurrently with the delivery of this Limited Guaranty, each of the Owner Participant, the Owner Trustee, Trust Company, the Indenture Trustee, the Pass Through Trustee and the Policy Provider parties set forth on Schedule A (each, together an “Other Guarantor”) is also entering into a limited guaranty in a form and substance substantially identical (other than for the definitions of “Guaranteed Percentage” and “Maximum Amount”) to this Limited Guaranty (each, an “Other Guaranty”) with their respective permitted successors the Guaranteed Party. For purposes of this Limited Guaranty, “Guaranteed Percentage” shall mean 3.9%, and assigns, a "Guaranty Party"“Maximum Amount” shall mean (I) the full and punctual payment product of all amounts payable (A) US$90,860,910, multiplied by (B) the Guaranteed Percentage, less (II) any amount actually paid by the Lessee under Sections 7.1 and 7.2 of this Agreement Guarantor (all such obligations being hereinafter referred or its permitted assignee pursuant to as Section 14) to the "Guaranteed Obligations"). Upon failure by the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed Party in the manner specified in the Operative Agreements. All payments by Trinity under this guaranty shall be made on the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance respect of the Guaranteed Obligations by Trinity hereunder, or at any time thereafter, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee or any other Person that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed ObligationObligations.

Limited Guaranty. Trinity The Guarantor hereby irrevocably and unconditionally guarantees for to the benefit Guaranteed Party, as and to the extent provided in Section 2 below, the payment and performance of each % of Parent’s and Merger Sub’s payment obligations (collectively, the “Guaranteed Obligations”) to the Guaranteed Party arising under, or in connection with, the Merger Agreement; provided that the maximum aggregate liability of the Owner ParticipantGuarantor hereunder shall not exceed $ (the “Maximum Amount”), it being understood that this Guarantee may not be enforced without giving effect to the Maximum Amount. The Guaranteed Party hereby agrees that the Guarantor shall in no event be required to pay to any Person more than the Maximum Amount under, or in respect of, or in connection with this Limited Guaranty and the Guarantor shall not have any obligation or liability to any Person under this Limited Guaranty other than as expressly set forth herein. Notwithstanding anything to the contrary contained in this Limited Guaranty or any other document, the Owner Trustee, Trust Companyobligations of Guarantor under this Agreement and of any other parties under any other limited guaranties in favor of the Guaranteed Party in connection with the Merger Agreement and the transactions contemplated thereby (collectively, the Indenture Trustee, the Pass Through Trustee and the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party"“Other Limited Guaranties”) the full and punctual payment of all amounts payable by the Lessee under Sections 7.1 and 7.2 of this Agreement (all such obligations being hereinafter referred to as the "Guaranteed Obligations"). Upon failure by the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity under this guaranty shall be made on several and not joint. Notwithstanding anything else to the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute contrary herein, this Limited Guaranty is only a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing provide the liability of Trinity under this Section 11 or requiring payment or performance Guaranteed Party monetary damages in respect of the Guaranteed Obligations by Trinity hereunder, and shall not provide injunctive relief or at any time thereafter, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee or any other Person that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment or specific performance of any Guaranteed Obligation from Lessee obligations under the Merger Agreement by the Guarantor or any other Person that may be liable for of its Affiliates as a remedy to the Guaranteed Party in respect of such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed ObligationObligations.

Limited Guaranty. Trinity (a) Pledgor hereby irrevocably absolutely and unconditionally guarantees for the benefit of each prompt, complete and full payment when due, no matter how such shall become due, of the Owner ParticipantObligations, and further guarantees that Borrowers will properly and timely perform the Obligations when and as required under the Credit Agreement, and agrees to pay any and all fees and expenses, legal or otherwise (including court costs and attorneys’ fees) paid or incurred by the Administrative Agent or any Secured Party in connection with the enforcement or collection of this Parent Pledge Agreement, or any part hereof, as to Pledgor, and in protecting, defending or enforcing this Parent Pledge Agreement in any litigation, bankruptcy or insolvency proceedings or otherwise, as to Pledgor (the “Limited Guaranty”). Notwithstanding any contrary provision in this Parent Pledge Agreement or any other Loan Document, however, Pledgor’s maximum liability under the Limited Guaranty is several and limited to the Collateral. (b) After the occurrence and during the continuance of an Event of Default arising from a default by any Borrower in payment of the Obligations, or any part thereof, when such Obligations become due, either by their terms or as the result of the exercise of any power to accelerate, Pledgor shall, on demand, and without further notice of dishonor and without any notice having been given to Pledgor previous to such demand of the acceptance by the Administrative Agent or any Secured Party of this Parent Pledge Agreement, and without any notice having been given to Pledgor previous to such demand of the creating or incurring of such Obligations, severally pay as set out in Section 1.1(a), subject to the limitations expressly set forth herein, the Owner Trustee, Trust Company, amount due on the Indenture Trustee, Obligations to the Pass Through Trustee Administrative Agent and the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party") Secured Parties at the full and punctual payment of all amounts payable by the Lessee under Sections 7.1 and 7.2 of this Agreement (all such obligations being hereinafter referred to Administrative Agent’s office as the "Guaranteed Obligations"). Upon failure by the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed set forth in the manner specified in the Operative Agreements. All payments by Trinity under this guaranty shall be made on the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collectionCredit Agreement, and Trinity specifically agrees that it shall not be necessarynecessary for the Administrative Agent or any Secured Party, in order to enforce such payment by Pledgor, first, to institute suit or exhaust its remedies against any Loan Party or others liable on such Obligations, to have any Loan Party joined with Pledgor in any suit brought under this Parent Pledge Agreement or to enforce their rights against any security which shall ever have been given to secure such indebtedness; provided, however, that in the event the Administrative Agent, on behalf of itself or any Secured Party, elects to enforce and/or exercise any remedies they may possess with respect to any security for the Secured Obligations prior to demanding payment from Pledgor, Pledgor shall nevertheless be, subject to the limitations expressly set forth herein, obligated hereunder for any and all sums still owing to the Administrative Agent or any Secured Party on the Obligations and not repaid or recovered incident to the exercise of such remedies. (c) Notice to Pledgor of the acceptance of this Parent Pledge Agreement, of the making, renewing, extending, assignment or modification of the Obligations, and of any amendment, modification or other change to any Loan Document (other than this Parent Pledge Agreement) and each item thereof, are hereby expressly waived by Pledgor. (d) If all or any part of the Obligations at any time are secured, Pledgor agrees that the Administrative Agent, on its own behalf and on behalf of the Secured Parties, may at any time and from time to time, in its discretion, without notice to Pledgor and with or without valuable consideration, allow substitution or withdrawal of collateral or other security and release collateral or other security or compromise or settle any amount due or owing under the Credit Agreement or amend or modify in whole or in part the Credit Agreement or any Loan Document (other than this Parent Pledge Agreement) executed in connection with same without impairing or diminishing the obligations of Pledgor hereunder. Pledgor further agree that if any Borrower or any other Loan Party executes in favor of the Administrative Agent or any Secured Party any collateral agreement, mortgage or other security instrument, the exercise by the Administrative Agent or any Secured Party of any right or remedy thereby conferred on the Administrative Agent or such Secured Party shall be wholly discretionary with the Administrative Agent or such Secured Party, and that Trinity the exercise or failure to exercise any such right or remedy shall in no way impair or diminish the obligations of Pledgor hereunder. Pledgor further agrees that the Administrative Agent and any Secured Party shall not be entitled liable for their failure to require, before use diligence in the collection of the Obligations or as a condition of enforcing in preserving the liability of Trinity under this Section 11 or requiring payment or performance any person liable for the Obligations, and Pledgor hereby waives presentment for payment, notice of nonpayment, protest and notice thereof (including, notice of acceleration), and diligence in bringing suits against any Person liable on the Guaranteed Obligations by Trinity hereunderObligations, or at any time thereafter, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee or any other Person that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor or part thereof. (e) assert Pledgor agrees that the Administrative Agent, on its own behalf and on behalf of the Secured Parties, in its discretion, may (i) bring suit against all guarantors (including, without limitation, Pledgor hereunder) of the Obligations severally or file against any claim against one or more of them, (ii) settle with any one or more of such guarantors for such consideration as the assets Administrative Agent, on its own behalf and on behalf of Lessee the Secured Parties, may deem proper, and (iii) release one or more of such guarantors from liability hereunder, and that no such action shall impair the rights of the Administrative Agent or the Secured Parties to collect the Obligations (or the unpaid balance thereof) from other such guarantors of the Obligations, or any other Person liable for of them, not so sued, settled with or released. Pledgor agrees, however, that nothing contained in this paragraph, and no action by the Administrative Agent permitted under this paragraph, shall in any Guaranteed Obligationway affect or impair the rights or obligations of such guarantors among themselves.

Limited Guaranty. Trinity Guarantor hereby irrevocably and unconditionally guarantees for the benefit of each punctual payment when due, whether at stated maturity, by acceleration or otherwise, of the Owner Participant, principal amount of the Owner Trustee, Trust Company, the Indenture Trustee, the Pass Through Trustee and the Policy Provider (eachNote, together with their respective permitted successors interest accrued thereon and assignsexpenses relating thereto, a "Guaranty Party"including any and all expenses (including reasonable counsel fees and expenses) incurred by Lender in enforcing any rights under this Guaranty, provided, that the full and punctual payment liability of all Guarantor hereunder for amounts payable under the Note shall be limited to $15,000,000 of principal payments due under the Note, together with interest accruing thereon under the Note (including, without limitation, default interest accruing under Section 1(c) of the Note) and any costs or expenses incurred by the Lessee Lender in collecting amounts under Sections 7.1 and 7.2 of this Agreement Guaranty or enforcing any rights under this Guaranty (all such obligations being hereinafter referred to as collectively, the "Guaranteed Obligations"). Upon failure by the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity under this guaranty shall be made on the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collectionprovided, and Trinity specifically agrees further, that it such limitation shall not be necessary, and that Trinity shall not be entitled apply to require, before or as a condition of enforcing the liability of Trinity under Guarantor to indemnify and reimburse Lender for any losses, damages, costs, liabilities or expenses (including reasonable legal fees and expenses) incurred by Lender arising out of any breach of a representation, warranty, covenant or agreement made by Guarantor hereunder. Without limiting the generality of the foregoing but subject to the limitations set forth in the provisos to the first sentence of this Section 11 or requiring payment or performance 1, Guarantor's liability shall extend to all amounts that constitute part of the Guaranteed Obligations by Trinity hereunderSwift to Lender under the Loan Documents even though they are unenforceable or not allowable 2 due to the existence of a bankruptcy, reorganization or at any time thereafter, that any Person: (a) file suit or proceed to obtain or assert similar proceeding involving Swift. This is a claim for personal judgment against Lessee or any other Person that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain guaranty of payment or performance of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed Obligationand not collection.

Limited Guaranty. Trinity hereby irrevocably Guarantor guarantees and unconditionally guarantees promises to pay to Agent, for the benefit of each Lenders, or order, on demand, in lawful money of the Owner ParticipantUnited States of America, in immediately available funds, any and all actual out-of-pocket losses, damages and liabilities incurred by Agent or Lenders with respect to any of the Owner Trusteefollowing matters: 1.1 fraud or intentional or willful misrepresentation by any Borrower or Guarantor, Trust Companyor their intentional failure to disclose a material fact; 1.2 the commission of a criminal act by any Borrower or Guarantor which results in a forfeiture of any portion of any Property; 1.3 material physical waste of any Property caused by the intentional acts of any Borrower or Guarantor; provided that Guarantor shall have no liability under this clause to the extent there is not sufficient cash flow from the Properties (after the payment of amounts necessary to (A) maintain the insurance required pursuant to the terms of the Loan Agreement (the “Required Insurance”) in full force and effect and (B) pay all property and other taxes, assessments and other charges); 1.4 Omitted; 1.5 failure to pay property or other taxes, assessments or charges accruing prior to the Indenture Trusteedate that Agent or a third party that is not an Affiliate of any Borrower or Guarantor acquires title to the applicable Property as a result of Agent’s exercise of remedies under the Loan Documents, through foreclosure, private power of sale or the Pass Through Trustee delivery of a deed in lieu of foreclosure; provided Guarantor shall not be liable to the extent funds to pay such taxes, assessments and other charges have been delivered to Agent in accordance with any reserve requirements in the Policy Provider Loan Documents, provided that such funds were delivered to Agent for the purpose of paying such taxes, assessments and other charges; provided, further that (eacha) Guarantor’s liability under this clause shall be limited to the actual amount of such taxes, together assessments or other charges not paid plus all applicable interest and penalties, (b) Guarantor shall have no liability under this clause during the pendency of any contest of such taxes, assessments or other charges undertaken in accordance with their respective permitted successors the express terms and assignsprovisions set forth in the Loan Documents, a "Guaranty Party"and (c) Guarantor shall have no liability under this clause to the full and punctual extent there is not sufficient cash flow from the Properties (prior to the payment of all other operating expenses of the Properties other than amounts payable by necessary to maintain the Lessee under Sections 7.1 Required Insurance in full force and 7.2 of this Agreement (all such obligations being hereinafter referred to as the "Guaranteed Obligations"). Upon failure by the Lessee effect) that is available to pay punctually such taxes, assessments and other charges; 1.6 failure to maintain the Required Insurance required in full force and effect and fully paid-for prior to the date that Agent or perform a third party that is not an Affiliate of any Guaranteed Obligation, Trinity shall forthwith on demand pay Borrower or Guarantor acquires title to the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity under this guaranty shall be made on the same basis applicable Property as payments by the Lessee a result of Agent’s exercise of remedies under the Operative Agreements. This guaranty shall constitute Loan Documents, through foreclosure, private power of sale or the delivery of a guaranty deed in lieu of punctual payment and not of collection, and Trinity specifically agrees that it foreclosure; provided Guarantor shall not be necessary, and liable to the extent funds to pay for the Required Insurance have been delivered to Agent in accordance with any reserve requirements in the Loan Documents provided that Trinity shall not be entitled such funds were delivered to require, before or as a condition Agent for the purpose of enforcing paying for the liability of Trinity under this Section 11 or requiring payment or performance of the Guaranteed Obligations by Trinity hereunder, or at any time thereafter, Required Insurance; provided further that any Person: (a) file suit or proceed if there has been no uninsured claim that would have otherwise been insured but for the failure to obtain or assert a claim maintain the Required Insurance, then Guarantor’s liability under this clause shall be limited to the actual amount of the premiums for personal judgment against Lessee or any other Person that may be liable for any Guaranteed Obligationsuch Required Insurance not paid; and (b) make Guarantor shall have no liability under this clause to the extent there is not sufficient cash flow from the Properties (prior to the payment of all other operating expenses of the Properties) that is available to maintain the Required Insurance in full force and effect; 1.7 failure to deliver any insurance or condemnation proceeds or awards received by any Borrower to Agent or to otherwise apply such sums as required under the terms of the Loan Documents; 1.8 failure to apply any rents, royalties, accounts, revenues, income, issues, profits and other effort benefits from any Property which are collected or received by any Borrower while any Event of Default exists or after acceleration of the indebtedness and other sums owing under the Loan Documents to obtain the payment of amounts owing under the Loan Documents or performance to the customary and necessary operating expenses of the applicable Property; 1.9 after giving effect to any notice and/or cure periods thereunder and subject to the terms, conditions, and limitations therein, any breach of any Guaranteed Obligation from Lessee covenant in the Hazardous Materials Indemnity Agreement, the Loan Documents, or in any indemnity or other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled agreement, regarding Hazardous Materials in connection with the Loan, each as executed by any Guaranteed Obligation Borrower or Guarantor in favor of Agent in connection with the Loan (if any); 1.10 any security Borrower’s intentional misappropriation or other guaranty therefor or (e) assert or file misapplication of any claim against funds from any account pledged by any Borrower to Agent under the assets Loan Documents; 1.11 Omitted; 1.12 failure to comply with Section 8.20 of Lessee or any other Person liable for any Guaranteed Obligation.the Loan Agreement entitled

Limited Guaranty. Trinity (a) Subject to the limitations set forth in Section 2.1(b), Guarantor hereby unconditionally and irrevocably guarantees to the Company, severally and unconditionally guarantees for not jointly, as primary obligor and not merely as surety, the benefit of each prompt payment (on demand and in lawful money of the Owner Participant, United States) of Guarantor’s Pro Rata Share (as defined in the Owner Trustee, Trust Company, the Indenture Trustee, the Pass Through Trustee and the Policy Provider Equity Commitment Letter) of (each, together with their respective permitted successors and assigns, a "Guaranty Party"i) the full Reverse Termination Fee, in the event the Reverse Termination Fee becomes payable as a result of an occurrence of any of the circumstances outlined in Section 8.3(c) of the Merger Agreement or pursuant to a determination by an arbitration tribunal under Section 9.10 of the Merger Agreement that the Reverse Termination Fee is due and punctual payment payable following a termination of all amounts the Merger Agreement pursuant to Article VIII thereof, and (ii) the reimbursement and indemnification obligations of Investor under Section 6.16(b) of the Merger Agreement, if and when such obligations become payable by pursuant to Section 6.16(b) of the Lessee Merger Agreement, in each case of clauses (i) and (ii), subject to the terms and conditions set forth therein (as such provisions may be amended from time to time) and herein (the “Guaranteed Obligations”); provided that the maximum aggregate liability of Guarantor hereunder shall not exceed Guarantor’s Pro Rata Share of an amount equal to (A) the sum of (1) the Reverse Termination Fee and (2) the amount of the reimbursement and indemnification obligations under Sections 7.1 and 7.2 Section 6.16(b) of this the Merger Agreement (all such obligations being hereinafter referred subject to as the "Guaranteed Obligations"terms and conditions set forth therein). Upon failure , minus (B) any amount actually paid by Investor and/or Acquisition Sub to the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed Company in the manner specified in the Operative Agreements. All payments by Trinity under this guaranty shall be made on the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance respect of the Guaranteed Obligations (the total of clauses (A) and (B), the “Cap”). Notwithstanding any other provision of this Limited Guaranty, payment by Trinity hereunderGuarantor hereunder shall not be due prior to the date that is 15 Business Days after the date on which the Company notifies Guarantor that Investor has failed to pay the Reverse Termination Fee when due in accordance with the terms of the Merger Agreement. (b) Guarantor shall be liable to the Company only up to the Cap. In addition, or at any time thereafterin no event shall Guarantor be obligated to make payments to the Company with respect to this Limited Guaranty, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee the Equity Commitment Letter, the Merger Agreement or any other Person document or instrument delivered in connection herewith or therewith (the “Transaction Documents”) or the transactions contemplated hereby or thereby that exceed the Cap, and this Limited Guaranty may not be liable for enforced against Guarantor with respect to any Guaranteed Obligation; (b) make amounts in excess of the Cap. The Company hereby agrees that in no event shall Guarantor be required to pay any other effort amounts to obtain payment the Company under, with respect to, or performance of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation Transaction Documents other than as expressly set forth herein. (c) Notwithstanding the foregoing, in the event that the Company, directly or any security indirectly, claims, attempts, commences litigation or other guaranty therefor proceedings in order to assert, asserts, demands or (e) assert or file any otherwise seeks to claim against that the assets provisions of Lessee Section 2.1 hereof limiting Guarantor’s aggregate liability to the Cap or any other Person liable for provisions of this Limited Guaranty are illegal, invalid or unenforceable in whole or in part, or attests any Guaranteed Obligationtheory of liability against Guarantor or any Affiliate of Guarantor with respect to the transactions contemplated by any Transaction Document (other than any Excluded Claim (as defined below)), then (A) the obligations of Guarantor under this Limited Guaranty shall terminate ab initio and shall thereupon be null and void, (B) if Guarantor has previously made any payments under this Limited Guaranty, it shall be repaid such payments from the Company and (C) neither Guarantor nor any Non-Recourse Parties (as defined in the Equity Commitment Letter) shall have any liability to the Company or any of its Affiliates with respect to the Merger Agreement, the transactions contemplated by the Merger Agreement or under this Limited Guaranty.

Limited Guaranty. Trinity hereby irrevocably (a) To induce the Guaranteed Party to enter into an Agreement and unconditionally guarantees for the benefit Plan of each Merger, dated as of the Owner Participantdate of this Limited Guaranty (as amended, restated, supplemented or otherwise modified from time to time, the Owner Trustee“Merger Agreement”), Trust Companyby and among Brilliant Strategy Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands (“Parent”), Brilliant Acquisition Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Merger Sub”), and the Guaranteed Party pursuant to which Merger Sub will merge with and into the Guaranteed Party, with the Guaranteed Party surviving the merger as a wholly owned subsidiary of Parent, the Indenture TrusteeGuarantor, intending to be legally bound, hereby absolutely, unconditionally and irrevocably guarantees to the Guaranteed Party, as the primary obligor and not merely as surety, on the terms and subject to the conditions herein, the Pass Through Trustee due and punctual payment, performance and discharge of the Policy Provider entire payment obligations of Parent to the Guaranteed Party under Section 9.03(b) and Section 9.03(d) of the Merger Agreement as and when due under the Merger Agreement (each, together with their respective permitted successors and assigns, a "the “Guaranteed Obligations”); provided that in no event shall the Guarantor’s aggregate liability under this Limited Guaranty Party"exceed an amount equal to (a) the full and punctual payment of all amounts payable by the Lessee under Sections 7.1 and 7.2 of this Agreement Guaranteed Obligations minus (all such obligations being hereinafter referred to as the "Guaranteed Obligations"). Upon failure by the Lessee to pay punctually or perform b) any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity under this guaranty shall be made on the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance portion of the Guaranteed Obligations actually paid by Trinity hereunder, Parent or at any time thereafter, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee or any other Person that Merger Sub. This Limited Guaranty may be liable enforced for the payment of money only. All payments hereunder shall be made in lawful money of the United States, in immediately available funds. The Guarantor shall make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind, except as expressly provided in this Limited Guaranty. The Guarantor acknowledges that the Guaranteed Obligation; Party entered into the transactions contemplated by the Merger Agreement in reliance on this Limited Guaranty. (b) make If Parent fails to fully and timely discharge any other effort of the Guaranteed Obligations when due, then all of the Guarantor’s liabilities and obligations to obtain payment the Guaranteed Party hereunder in respect of the Guaranteed Obligations shall, on demand, become immediately due and payable and the Guarantor hereby agrees to promptly fully perform and discharge, or performance of to cause to be promptly fully performed or discharged, any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; Obligations. In furtherance of the foregoing, the Guarantor acknowledges that the Guaranteed Party may, in its sole discretion, bring and prosecute a separate action or actions against the Guarantor for the Guaranteed Obligations, regardless of whether any action is brought against Parent or Merger Sub, or whether Parent or Merger Sub is joined in any action or actions. The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder. (c) foreclose The parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Limited Guaranty were not performed in accordance with its specific terms or were otherwise breached and further agree that the Guaranteed Party shall be entitled to an injunction, specific performance and other equitable relief against or seek the Guarantor to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert prevent breaches of this Limited Guaranty and to enforce specifically the terms and provisions hereof, in addition to any other right or remedy to which such Person it is entitled at law or in equity, and shall not be entitled required to provide any bond or other security in connection with any such order or injunction. The Guarantor further agrees not to oppose the granting of any such injunction, specific performance and other equitable relief on the basis that (i) the Guaranteed Obligation Party has an adequate remedy at law or any security (ii) an award of an injunction, specific performance or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable equitable relief is not an appropriate remedy for any Guaranteed Obligationreason at law or equity (collectively, the “Prohibited Defense”).

Limited Guaranty. Trinity hereby irrevocably and unconditionally guarantees for (a) No later than the benefit of third Business Day prior to each Remittance Date, the Servicer shall notify the Guarantor of the Owner Participantamount of any Guaranty Payment for such Remittance Date. Not later than the Business Day preceding each Remittance Date, the Owner Trustee, Trust Company, Guarantor shall deposit any such Guaranty Payment for such Remittance Date into the Indenture Trustee, Certificate Account. (b) The obligations of the Pass Through Trustee Guarantor under this Agreement shall not terminate upon or otherwise be affected by an Event of Default pursuant to Article X of this Agreement. (c) The obligation of the Guarantor to provide the Limited Guaranty under this Agreement shall terminate on the date that both the Aggregate Class B Certificate Principal Balance and the Policy Provider Class B Shortfall Amount equal zero. (each, together d) The obligation of the Guarantor to make the Guaranty Payments described in subsection (a) above shall be unconditional and irrevocable and shall constitute an unsecured obligation of the Guarantor and will rank on a parity with their respective permitted successors all other unsecured and assigns, unsubordinated indebtedness of the Guarantor. The Guarantor acknowledges that its obligation to make the Guaranty Payments described in subsection (a) above shall be deemed a "Guaranty Party") the full and punctual payment of all amounts payable guaranty by the Lessee under Sections 7.1 and 7.2 Guarantor of this Agreement (all such obligations being hereinafter referred to as indebtedness of the "Guaranteed Obligations"). Upon failure by Trust Fund for funds borrowed from the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity under this guaranty shall be made on the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collectionClass B Certificateholders, and Trinity specifically the Guarantor acknowledges and agrees that it shall not be necessaryhas no right of reimbursement, and that Trinity shall not be entitled indemnity, exoneration, contribution or other similar right of recovery arising from amounts expended pursuant to require, before or as a condition of enforcing the liability of Trinity its obligations under this Section 11 or requiring payment or performance Agreement, other than the right to receive distributions, to the extent available, from the Trust Fund as provided in this Agreement. In no event shall the amount paid on the Class B Certificates in respect of principal pursuant to the Guaranteed Obligations by Trinity hereunder, or at any time thereafter, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee or any other Person that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor or Limited Guaranty exceed the Original Class B Certificate Principal Balance. (e) assert If the Guarantor fails to make a Guarantor Payment in whole or file in part, the Guarantor shall promptly notify the Trustee, and the Trustee shall promptly notify each Rating Agency. The Guarantor shall promptly notify each Rating Agency in the event of any claim against termination of the assets of Lessee Limited Guaranty or any other change of the Person liable for any Guaranteed Obligationproviding the Limited Guaranty, including but not limited to a change by merger.

Limited Guaranty. Trinity To induce the Company to enter into the Merger Agreement, the Guarantor hereby expressly, absolutely, irrevocably and unconditionally guarantees for to the benefit Company, subject to the terms and conditions hereof, the due and punctual observance, performance and discharge of each payment of (a) the aggregate amount of the Owner ParticipantParent Termination Fee solely if and when any of the Parent Termination Fee is payable pursuant to Section 8.3(c) of the Merger Agreement, (b) any amounts due by Parent pursuant to Section 8.3(e) of the Merger Agreement and (c) the Reimbursement Obligations of Parent pursuant to Section 6.6(f) of the Merger Agreement (the Parent Termination Fee described in clause (a) hereof and the obligations described in clauses (b) and (c) hereof, collectively the “Guaranteed Obligations”); provided, that this Limited Guaranty will expire and will have no further force or effect, and the Company will have no rights hereunder, upon termination of the obligations and liabilities of the Guarantor hereunder in accordance with Section 6 hereof. Notwithstanding anything to the contrary in this Limited Guaranty, the Owner Trusteemaximum aggregate liability of the Guarantor under this Limited Guaranty shall not exceed $136,857,000 (the “Maximum Amount”). The Company (on behalf of its controlled Affiliates, Trust Companydirectors and officers) hereby agrees that the Guarantor shall in no event be required to pay more than the Maximum Amount pursuant to this Limited Guaranty; provided, that notwithstanding anything to the contrary herein, the Indenture Trusteeforegoing shall not limit the Company’s rights under the Equity Commitment Letter (subject to the limitations set forth therein). All payments hereunder shall be made in lawful money of the United States, in immediately available funds. The Company may not bring a claim against the Pass Through Trustee and the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party") the full and punctual payment of all amounts payable by the Lessee Guarantor under Sections 7.1 and 7.2 or in respect of this Limited Guaranty unless and until the Merger Agreement (all such obligations being hereinafter referred to as has been terminated in accordance with Section 8.1 of the "Guaranteed Obligations"). Upon failure by the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed Merger Agreement in the manner specified set forth in Section 8.2(a) of the Operative AgreementsMerger Agreement. All payments by Trinity under this guaranty shall be made on the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled If Parent fails to require, before pay all or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance any portion of the Guaranteed Obligations by Trinity hereunderwhen due under the Merger Agreement, or then the Guarantor’s liability to the Company hereunder in respect of such applicable Guaranteed Obligations shall, at the Company’s option, become immediately due and payable, and the Company may at any time thereafterand from time to time, that at the Company’s option, take any Person: (a) file suit and all actions available hereunder or proceed under applicable law to obtain or assert a claim for personal judgment against Lessee or any other Person that may be liable for any collect the Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Guaranteed Obligation Obligations from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed ObligationGuarantor.

Limited Guaranty. Trinity hereby irrevocably (a) The Guarantor hereby, unconditionally and unconditionally guarantees irrevocably, guarantees, as primary obligor and not merely as surety, to the Collateral Agent, for the benefit of each the Secured Parties, the punctual performance and payment when due of all Obligations, whether such obligations constitute principal, interest, expenses or any other obligation (collectively, the “Guaranteed Obligations”). The maximum aggregate liability of the Owner ParticipantGuarantor hereunder shall not exceed the Recourse Limit, the Owner Trustee, Trust Company, the Indenture Trustee, the Pass Through Trustee and the Policy Provider Collateral Agent acknowledges and agrees that Guarantor shall in no event be required to pay more than the Recourse Limit under or in respect of the Guaranteed Obligations. All payments under this Limited Guaranty shall be made within three (each3) Business Days after demand therefor by the Collateral Agent. (b) Notwithstanding the foregoing, together with their respective permitted successors and assigns, a "Guaranty Party") Guarantor further agrees to pay interest to the full and punctual payment of Collateral Agent on all unpaid amounts payable by Guarantor pursuant to Section 2(a) at a rate equal to the Lessee rate applicable to the Loans upon the occurrence and continuation of an Event of Default under Sections 7.1 Section 2.5 of Credit Agreement, and 7.2 of this Agreement (any and all such losses, damages, costs, expenses, liabilities, claims or other obligations being hereinafter referred to as the "Guaranteed Obligations"). Upon failure incurred by the Lessee to pay punctually Collateral Agent (including, without limitation, all reasonable fees, expenses and disbursements of counsel) in enforcing any rights with respect to, or perform collecting, any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity under this guaranty shall be made on the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance all of the Guaranteed Obligations by Trinity hereunderfrom Guarantor and/or enforcing any rights with respect to, or at collecting against, Guarantor under this Limited Guaranty, including those paid or incurred in connection with post-judgment collection efforts or in any time thereafterproceeding under any insolvency event. Interest shall accrue daily on all amounts from the date such amounts are due until paid. Interest shall be computed on the basis of a 360-day year, that any Person: in such case for the actual number of days elapsed in the relevant period. (ac) file suit No payment or proceed to obtain or assert a claim for personal judgment against Lessee payments made by the Borrower or any other Person that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Guaranteed Obligation received or collected by the Collateral Agent from Lessee the Borrower or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against by virtue of any action or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation proceeding or any security set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of Guarantor hereunder. Guarantor shall remain liable under this Limited Guaranty until the date on, and as of, which (i) all Revolving Loans have been repaid in full in cash, (ii) all other guaranty therefor Obligations (other than Unasserted Obligations) under this Agreement and the other Loan Documents have been paid in full in cash or otherwise completely discharged, and (eiii) assert or file any claim against the assets of Lessee Scheduled Termination Date shall have occurred, notwithstanding, in each case, that from time to time prior thereto the Borrower or any other Person liable for may be free from any Guaranteed ObligationObligations and notwithstanding any payment or payments referred to in the foregoing sentence.

Limited Guaranty. Trinity hereby irrevocably (i) To induce the Company to enter into the Agreement and unconditionally guarantees for the benefit Plan of each Merger dated as of the Owner Participantdate hereof (as amended, supplemented or otherwise modified from time to time, the Owner Trustee“Merger Agreement”), Trust by and among Exchange Parent Corp., a Delaware corporation (“Parent”), Exchange Merger Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“MergerSub”) and the Company, pursuant to which MergerSub shall merge with and into the Indenture TrusteeCompany, Limited Guarantor absolutely, unconditionally and irrevocably guarantees to the Pass Through Trustee Company the due, punctual and faithful payment by, and the Policy Provider observance, performance and discharge of, all of the payment obligations of Parent and MergerSub (each, together with their respective permitted successors and assigns, a "Guaranty Party") the full and punctual including payment of all amounts payable by the Lessee under Parent Termination Fee and the expense reimbursement and payment obligations of Parent and MergerSub pursuant to Sections 7.1 8.03(c) and 7.2 11.04(c) of this the Merger Agreement) pursuant to the Merger Agreement (all such payment obligations being hereinafter referred only are, collectively, the “Obligations”); provided that, notwithstanding anything that may be deemed to the contrary contained in this Limited Guaranty, in no event shall Limited Guarantor’s aggregate liability under this Limited Guaranty exceed the sum of $45 million plus any expenses payable pursuant to, and as set forth in, Section 1(b) hereof (such sum amount, subject to the "Guaranteed Obligations"next sentence and any other limitations set forth herein, the “Cap”). Upon failure Further, the Company hereby agrees that, to the extent Parent and MergerSub are relieved of all or any portion of the Obligations by the Lessee satisfaction thereof, whether pursuant to the Merger Agreement or any other agreement with the Company or otherwise (any amount so relieved, the “Reduction Amount”), the Cap shall be reduced by an amount equal to the Reduction Amount. Capitalized terms used but not defined in this Limited Guaranty shall have the meanings assigned to such terms in the Merger Agreement. (ii) If Parent or MergerSub fails to pay punctually any of its Obligations when due, then the Obligations shall, at the Company’s option, become immediately due and payable and the Company may at any time and from time to time, at the Company’s option, and so long as Parent or MergerSub has continued to fail to perform its Obligations, take any Guaranteed Obligation, Trinity shall forthwith on demand pay and all actions available hereunder or under Applicable Law to collect Limited Guarantor’s liabilities hereunder in respect of the amount not so paid or perform Obligations (subject in all events to the obligation not so performed in the manner specified in the Operative AgreementsCap and any other limitations set forth herein). All payments by Trinity under this guaranty hereunder shall be made on the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance in lawful money of the Guaranteed Obligations by Trinity hereunderUnited States, or at any time thereafter, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee or any other Person that may be liable for any Guaranteed Obligation; in immediately available funds. (b) make Notwithstanding any other effort limitation set forth in this Limited Guaranty, if the Company brings any action or proceeding to obtain payment enforce any provision of this Limited Guaranty, the non-prevailing party in such action or performance of proceeding shall reimburse the prevailing party for any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; and all reasonable costs and expenses (cincluding attorneys’ fees) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled incurred by the prevailing party in connection with any Guaranteed Obligation such action or any security or other guaranty therefor or proceeding (e) assert or file any claim against in addition to the assets of Lessee or any other Person liable for any Guaranteed ObligationObligations, where the non-prevailing party is the Limited Guarantor).

Limited Guaranty. Trinity (a) The Guarantor hereby irrevocably provides an absolute, unconditional and unconditionally guarantees for the benefit irrevocable guaranty (this “Guaranty”), as a principal and not as a surety, of each all payment obligations (including any and all of the Owner Participantpayment obligations set forth in Section 1.02(a), Section 1.06, Article VI, Article VII and Article VIII) of the Owner TrusteeBuyer arising under this Agreement and shall indemnify the Seller and its Affiliates for any reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees and expenses) incurred by them in enforcing this Guaranty. This Guaranty shall be a continuing guarantee and shall be a guarantee of payment and not merely of collection. The Seller shall not be required to make any demand upon the Buyer, Trust Companyor to pursue or exhaust all of their rights or remedies against the Buyer, the Indenture Trustee, the Pass Through Trustee and the Policy Provider (each, together with prior to making any demand on or invoking any of their respective permitted successors rights and assignsremedies against the Guarantor pursuant to this Guaranty. The Guarantor hereby agrees that none of the Seller’s rights or remedies nor the Guarantor’s obligations under the terms of this Guaranty shall be released, diminished, impaired, reduced or affected by any claim or defense that this Guaranty was made without consideration or is not supported by adequate consideration. The Guarantor waives promptness, diligence, presentment, demand, protest, notice of acceptance, notice of any obligations incurred and all other notices of any kind, all defenses which may be available by virtue of any valuation, stay, moratorium Law or other similar Law now or hereafter in effect, any right to require the marshalling of assets of the Seller, any of its Affiliates or any other entity or other Person primarily or secondarily liable with respect to any of the guaranteed obligations, and all suretyship defenses generally; provided that nothing herein shall constitute a "Guaranty Party"waiver of any rights or defenses of the Buyer or the Guarantor under this Agreement. (b) The Guarantor represents and warrants to the Seller that: (i) the full execution, delivery and punctual payment of all amounts payable by the Lessee under Sections 7.1 and 7.2 performance of this Agreement (all such obligations being hereinafter referred to as the "Guaranteed Obligations"). Upon failure by the Lessee Guarantor has been duly and validly authorized and approved by all requisite corporate action, and no other corporate proceedings are necessary to pay punctually or perform any Guaranteed Obligationauthorize the execution, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity under delivery and performance of this guaranty shall be made on the same basis as payments Agreement and (ii) this Agreement has been duly and validly authorized, executed and delivered by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collectionGuarantor, and Trinity specifically agrees assuming that it shall not be necessary, this Agreement is a valid and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance binding obligation of the Guaranteed Obligations by Trinity hereunderother parties hereto, or at any time thereafterthis Agreement constitutes a legal, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee or any other Person that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment or performance valid and binding obligation of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim the Guarantor, enforceable against the assets of Lessee or any other Person liable for any Guaranteed ObligationGuarantor in accordance with its terms, subject to the Bankruptcy and Equity Exceptions.

Limited Guaranty. Trinity To induce the Guaranteed Party to enter into the Merger Agreement, each Guarantor hereby irrevocably guarantees, severally and unconditionally guarantees not jointly, and not jointly and severally, to the Guaranteed Party, subject to the terms and subject to the conditions set forth herein and in the Merger Agreement, without duplication, the payment of the percentage set forth opposite such Guarantor’s name on Exhibit A hereto of any amount for which Parent or Merger Sub is determined by a court of competent jurisdiction to be liable pursuant to any final, binding and non-appealable judgment thereof in respect of any claim for monetary damages made by the Guaranteed Party in accordance with, and on the terms and subject to the conditions set forth in, the Merger Agreement and herein (any such amounts, the “Guaranteed Obligations”); provided that (i) the maximum liability of each Guarantor hereunder shall not exceed the percentage of the Maximum Aggregate Amount (as defined below) set forth opposite such Guarantor’s name on Exhibit A hereto (such amount with respect to each Guarantor is such Guarantor’s “Maximum Guarantor Amount”) and (ii) the maximum aggregate liability of the Guarantors hereunder shall not exceed $24,394,118 (the “Maximum Aggregate Amount”), it being understood and agreed that this Guaranty may not be enforced without giving full and absolute effect to the Maximum Aggregate Amount and each Maximum Guarantor Amount and may be enforced for the benefit payment of money only. The Guaranteed Party, on behalf of itself and its Subsidiaries and its and their respective Related Parties, hereby agrees that the Guarantors shall in no event be required to pay in the aggregate more than the Maximum Aggregate Amount (and that each Guarantor shall in no event be required to pay in the aggregate more than such Guarantor’s Maximum Guarantor Amount) under, in respect of, or in connection with this Guaranty or the Merger Agreement, and no Guarantor shall have any obligation or liability to any Person under, in respect of or in connection with this Guaranty or the Merger Agreement other than (A) to the Guaranteed Party under this Guaranty as expressly set forth herein and (B) to Parent under the Equity Commitment Letter, dated as of the Owner Participantdate hereof, by and between Parent and the Guarantors (the “Equity Commitment Letter”), as expressly set forth therein. Notwithstanding anything to the contrary contained in this Guaranty or in the Merger Agreement, the Owner TrusteeGuaranteed Party hereby agrees, Trust Companyon behalf of itself and its Subsidiaries and its and their respective Related Parties, that to the extent Parent and Merger Sub are relieved of all or any portion of their obligations under the Merger Agreement by satisfaction thereof or pursuant to any other agreement with the Guaranteed Party, each Guarantor shall be similarly relieved, to such extent, of its respective obligations under this Guaranty. For the avoidance of doubt, the Indenture Trusteeobligations of the Guarantors under this Guaranty and of British Columbia Investment Management Corporation, in respect of a pooled investment portfolio formed under the Pass Through Trustee Pooled Investment Portfolios Regulation (British Columbia) and known as the Policy Provider “2020 Private Equity Fund” (eachthe “Other Guarantor”) under the Limited Guaranty, together with their respective permitted successors and assignsdated as of the date hereof, a "Guaranty Party") the full and punctual payment of all amounts payable by the Lessee under Sections 7.1 and 7.2 of this Agreement (all such obligations being hereinafter referred to as the "Guaranteed Obligations"). Upon failure by the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed Other Guarantor in the manner specified in the Operative Agreements. All payments by Trinity under this guaranty shall be made on the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance favor of the Guaranteed Obligations Party (the “Other Guaranty”) shall be several and not joint, and not joint and several, and the Guarantors shall not have any liability or obligation whatsoever for or in respect of the Other Guaranty. In no event shall this Guaranty be enforced unless the Other Guaranty is (and the obligations of each Guarantor hereunder are) being concurrently enforced by Trinity the Company (or, in the case of the Other Guaranty, the obligations under such Other Guaranty have already been satisfied in full), pro rata based on the Maximum Aggregate Amount (as defined in the Other Guaranty) and the Maximum Aggregate Amount herein (and, with respect to the obligations of the Guarantors hereunder, or at any time thereafter, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee or any other Person that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment or performance pro rata based on the amount of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed Obligationeach Guarantor’s Maximum Guarantor Amount).

Limited Guaranty. Trinity To induce the Guaranteed Party to enter into that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”; capitalized terms used but not defined herein shall have the meanings given to such terms in the Merger Agreement) among Ninetowns Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Ninetowns Merger Sub Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”), and the Guaranteed Party, pursuant to which Merger Sub will merge with and into the Guaranteed Party (the “Merger”), the Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, as the primary obligor and not merely as surety, the due and punctual performance and discharge of (A) the payment obligations of Parent to the Guaranteed Party under Section 8.5(c) of the Merger Agreement with respect to the Parent Termination Fee, including any additional payments due under Section 8.5(d) of the Merger Agreement and (B) the expense reimbursement obligations of Parent to the Guaranteed Party under Section 8.5(f) of the Merger Agreement, including any additional payments due under Section 8.5(d) of the Merger Agreement, if, as and when those obligations become payable and due under the Merger Agreement (the “Guaranteed Obligations”); provided that in no event shall the Guarantor’s aggregate liability under this Limited Guaranty (exclusive of reimbursement of expenses, if applicable, pursuant to Section 1(c) hereof) exceed an amount equal to (a) the Guaranteed Obligations minus (b) any portion of the Guaranteed Obligations actually paid by Parent or Merger Sub or by any other Person for or on behalf of Parent or Merger Sub to the Guaranteed Party (such limitation on the liability the Guarantor may have for the benefit of each of the Owner Participant, the Owner Trustee, Trust Company, the Indenture Trustee, the Pass Through Trustee and the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party") the full and punctual payment of all amounts payable by the Lessee under Sections 7.1 and 7.2 of this Agreement (all such obligations Guaranteed Obligations being hereinafter herein referred to as the "Guaranteed Obligations"Guarantor’s “Cap”), it being understood that this Limited Guaranty may not be enforced against the Guarantor without giving effect to the Guarantor’s Cap (and to the provisions of Sections 9 and 10 hereof). Upon failure by This Limited Guaranty may be enforced for the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreementspayment of money only. All payments by Trinity under this guaranty hereunder shall be made on in lawful money of the same basis as payments United States, in immediately available funds. The Guarantor acknowledges that the Guaranteed Party entered into the transactions contemplated by the Lessee under Merger Agreement in reliance upon the Operative Agreements. This guaranty shall constitute a guaranty execution of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance of the Guaranteed Obligations by Trinity hereunder, or at any time thereafter, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee or any other Person that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed ObligationLimited Guaranty.

Limited Guaranty. Trinity (a) As consideration for the Guaranteed Party entering into the Merger Agreement and the CVR Agreement, each Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees for guarantees, severally and not jointly, to the benefit Guaranteed Party, subject to the terms and conditions hereof, but only up to each Guarantor’s Maximum Guarantor Obligation (as defined below): (i) the payment obligations of each Parent and Merger Sub under and in accordance with the terms, conditions and limitations of the Owner ParticipantMerger Agreement (including Parent and Merger Sub’s payment obligation to pay any Enforcement Costs if and as required pursuant to Section 9.02 of the Merger Agreement, but only to the Owner Trusteeextent the Guaranteed Party is the prevailing party in such enforcement action resulting in a final non-appealable judgment by a court of competent jurisdiction) (the “Guaranteed Merger Agreement Obligations”), Trust in an amount equal to the percentage of the Aggregate Merger Obligation (as defined below) set forth opposite each Guarantor’s name on Exhibit A hereto (such amount is each such Guarantor’s “Maximum Merger Obligation” and such percentage set forth opposite such Guarantor’s name on Exhibit A hereto is such Guarantor’s “Pro Rata Share”); provided, that the maximum aggregate liability of the Guarantors hereunder with respect to the Guaranteed Merger Agreement Obligations, other than the Enforcement Costs, shall not exceed $7,500,000 less the amount of any Guaranteed Merger Agreement Obligations actually satisfied by Parent or Merger Sub, as applicable (the “Aggregate Merger Obligation”); and (ii) the Company’s payment obligations to perform the covenants set forth in Section 4.3(c)-(d), Section 4.7(a) and Section 4.7(b)-(d) of the Indenture TrusteeCVR Agreement, in each case under and in accordance with the Pass Through Trustee terms, conditions and limitations of the Policy Provider CVR Agreement, including the Expense Cap (eachthe “Guaranteed CVR Agreement Obligations”, together with their respective permitted successors the Guaranteed Merger Agreement Obligations, the “Guaranteed Obligations”), in an amount equal to each such Guarantor’s Pro Rata Share (such amount is each such Guarantor’s “Maximum CVR Obligation”, together with such Guarantor’s Maximum Merger Obligation, such Guarantor’s “Maximum Guarantor Obligation”); provided, that this Section 1(a)(ii) will only be considered a Guaranteed CVR Agreement Obligation to the extent the Guaranteed Party prevails in a claim for specific performance in accordance with Section 7.5 of the CVR Agreement; provided, further, that the maximum aggregate liability of each Guarantor hereunder with respect to the Guaranteed CVR Agreement Obligations shall not exceed the Expense Cap as set forth in Section 4.8 of the CVR Agreement less any amounts directly or indirectly paid or incurred by or on behalf of Parent or the Company in connection with the CVR Agreement (the “Maximum CVR Obligation Amount”, together with the Maximum Merger Obligation Amount being referred to herein as the “Maximum Aggregate Amount”). Notwithstanding anything herein to the contrary, the Guaranteed Party hereby agrees that (a) in no event will the Guarantors be required to pay to any Person or Persons more than the Maximum Aggregate Amount, and assignsno Guarantor will be required to pay to any Person or Persons more than such Guarantor’s Pro Rata Share of the Maximum Guarantor Obligation under, a "Guaranty Party"in respect of or in connection with this Limited Guaranty, the Merger Agreement, the CVR Agreement or any other document or instrument delivered in connection herewith or therewith, or the transactions contemplated hereby or thereby (or the termination or abandonment thereof) or otherwise, and (b) the full Guarantors shall not have any obligation or liability to any Person or Persons (including, without limitation, to the Holders (as defined in the CVR Agreement), Affiliates and punctual payment Subsidiaries) relating to, arising out of or in connection with this Limited Guaranty, the Merger Agreement, the CVR Agreement or any other document or instrument delivered in connection herewith or therewith, or the transactions contemplated hereby or thereby (or the termination or abandonment thereof) or otherwise, other than as expressly set forth herein and solely to the extent hereof. Notwithstanding anything to the contrary contained in this Limited Guaranty, the Merger Agreement, the CVR Agreement or any other document or instrument delivered in connection herewith or therewith or otherwise, the Guaranteed Party hereby agrees that to the extent Parent, Merger Sub or the Company is relieved of all amounts payable by the Lessee under Sections 7.1 and 7.2 or any portion of this Agreement (all such obligations being hereinafter referred to as the "Guaranteed Obligations"). Upon failure by the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity under this guaranty shall be made on the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring its payment or performance of obligations under the Merger Agreement or CVR Agreement, by satisfaction or waiver thereof or pursuant to any other agreement with the Guaranteed Obligations by Trinity hereunderParty, or at any time thereafterthe Guarantors shall be similarly relieved, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee or any other Person that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment or performance such extent, of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed Obligationtheir respective obligations under this Limited Guaranty.

Limited Guaranty. Trinity hereby irrevocably Concurrently with the execution and unconditionally guarantees for delivery of this letter agreement and the benefit of Merger Agreement, each of the Owner ParticipantWndrCo Holdings, LLC, a Delaware limited liability company, General Catalyst Group IX, L.P., a Delaware limited partnership, GC Entrepreneurs Fund IX, L.P., a Delaware limited partnership, and iSubscribed, Inc., a Delaware corporation (each, a “Guarantor” and collectively, the Owner Trustee“Guarantors”) is executing and delivering to the Company a Limited Guaranty (the “Limited Guaranty”) relating to certain of Parent’s monetary obligations under the Merger Agreement. Except as provided in Section 8, Trust the Company’s remedies against the Guarantors under such Limited Guaranty shall and are intended to be the sole and exclusive direct and indirect remedies available to the Company, the Indenture TrusteeCompany’s equityholders and their respective Affiliates and Subsidiaries. Notwithstanding anything that may be expressed or implied in this letter agreement, the Pass Through Trustee and Merger Agreement, the Policy Provider Limited Guaranty or any document or instrument delivered in connection herewith or therewith, (eacha) in no event shall any Guarantor or WC SACD One have any obligation to make any payment to the Company, together with the Company’s equityholders or their respective permitted successors Affiliates and assignsSubsidiaries at any time, a "Guaranty Party"(b) in no event shall any Guarantor have any obligation to make any contribution to Parent or any of its Affiliates at any time after the Guarantors have made payment of the full and punctual payment of all amounts payable by the Lessee under Sections 7.1 and 7.2 of this Agreement (all such obligations being hereinafter referred to as the "Guaranteed Obligations"). Upon failure by the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity under this guaranty shall be made on the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance of the Guaranteed Obligations by Trinity hereunder(as defined in the Limited Guaranty) required to be paid pursuant to the terms and definitions of the Limited Guaranty, or at any time thereafter, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee or any other Person that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; and (c) foreclose against in no event shall any Guarantor have any obligation or seek liability to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right Guarantor by reason of this letter agreement or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed ObligationLimited Guaranty.

Limited Guaranty. Trinity hereby irrevocably (a) To induce the Guaranteed Party to enter into an Agreement and unconditionally guarantees for the benefit Plan of each Merger, dated as of the Owner Participantdate of this Limited Guaranty (as amended, restated, supplemented or otherwise modified from time to time, the Owner Trustee“Merger Agreement”), Trust Companyby and among Decade Sunshine Limited, a Cayman Islands company (“Parent”), Decade Sunshine Merger Sub, a Cayman Islands company (“Merger Sub”) and the Guaranteed Party, pursuant to which Merger Sub will merge with and into the Guaranteed Party, with the Guaranteed Party surviving the merger as a wholly owned subsidiary of Parent, the Indenture TrusteeGuarantor, intending to be legally bound, hereby absolutely, unconditionally and irrevocably guarantees to the Guaranteed Party, as the primary obligor and not merely as surety, on the terms and subject to the conditions herein, the Pass Through Trustee and the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party") the full due and punctual payment, performance and discharge of 51% of the payment obligations of all amounts payable by Parent to the Lessee Guaranteed Party under Sections 7.1 8.5(c), 8.5(d) and 7.2 6.14(h) of this the Merger Agreement as and when due (all such obligations being hereinafter referred to as the "“Guaranteed Obligations"”). Upon failure by , provided, that in no event shall the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity Guarantor’s liability under this guaranty shall be made on Limited Guaranty exceed an amount equal to (a) US$3,570,000 (the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance “Maximum Amount”) minus (b) any portion of the Guaranteed Obligations actually paid by Trinity hereunderParent or Merger Sub in accordance with the terms hereof and under the Merger Agreement; provided, or at any time thereafterfurther, that any Person: (athe Guarantor shall have no obligations with respect to the payment obligations of Parent under Sections 8.5(d) file suit and 6.14(h) unless the underlying expenses are evidenced by invoice or proceed other written evidence, in each case, to obtain or assert a claim for personal judgment against Lessee or any other Person that the reasonable satisfaction of the Guarantor. This Limited Guaranty may be liable enforced for the payment of money only. All payments hereunder shall be made in United States dollars, in immediately available funds. The Guarantor shall make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind, except as expressly provided in this Limited Guaranty. The Guarantor acknowledges that the Guaranteed Obligation; Party entered into the transactions contemplated by the Merger Agreement in reliance on this Limited Guaranty. (b) make If Parent fails to fully and timely discharge any other effort of the Guaranteed Obligations when due, then all of the Guarantor’s liabilities and obligations to obtain payment the Guaranteed Party hereunder in respect of the Guaranteed Obligations shall, on demand, become immediately due and payable and the Guarantor hereby agrees to promptly fully perform and discharge, or performance of to cause to be promptly fully performed or discharged, any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; Obligations. In furtherance of the foregoing, the Guarantor acknowledges that the Guaranteed Party may, in its sole discretion, bring and prosecute a separate action or actions against the Guarantor for the Guaranteed Obligations, regardless of whether any action is brought against Parent, Merger Sub or the Other Guarantor, or whether Parent, Merger Sub or the Other Guarantor is joined in any action or actions. The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder. (c) foreclose The parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Limited Guaranty were not performed in accordance with its specific terms or were otherwise breached and further agree that the Guaranteed Party shall be entitled to an injunction, specific performance and other equitable relief against or seek the Guarantor to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert prevent breaches of this Limited Guaranty and to enforce specifically the terms and provisions hereof, in addition to any other right or remedy to which such Person it is entitled at law or in equity, and shall not be entitled required to provide any bond or other security in connection with any such order or injunction. The Guarantor further agrees not to oppose the granting of any such injunction, specific performance and other equitable relief on the basis that (i) the Guaranteed Obligation Party has an adequate remedy at law or any security (ii) an award of an injunction, specific performance or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable equitable relief is not an appropriate remedy for any Guaranteed Obligationreason at law or in equity (collectively, the “Prohibited Defenses”).

Limited Guaranty. Trinity hereby On the terms, and subject to the conditions, set forth herein, each Guarantor hereby, severally (and not jointly or jointly and severally), expressly, absolutely, irrevocably and unconditionally guarantees for guarantee to the benefit Guaranteed Party (as primary obligor and not merely as a surety), such Guarantor’s pro rata share (as set forth under the heading “Pro Rata Share” on Schedule I attached hereto) (such pro rata share, a “Pro Rata Share”) of each Parent’s obligations (if any) to pay to the Guaranteed Party any monetary damages under or arising out of the Owner ParticipantMerger Agreement and any failure to comply with, or breach of any representation, warranty, covenant, agreement or obligation contained in the Merger Agreement, in each case , subject to the limitations set forth in the Merger Agreement (including Section 8.2(b) and Section 8.2(c) thereof), if and when due (the “Guaranteed Obligations”). Notwithstanding anything to the contrary in this Limited Guaranty or in any other document or agreement, the Owner Trustee, Trust CompanyGuaranteed Party hereby agrees (on behalf of itself and each other Company Related Party) that (a) in no event shall the aggregate liability of all Guarantors under this Limited Guaranty exceed an amount equal to $67,087,918 (such amount, the Indenture Trustee“Cap”), (b) in no event shall any Guarantor’s aggregate liability under this Limited Guaranty exceed such Guarantor’s pro rata share (as set forth under the Pass Through Trustee and the Policy Provider heading “Pro Rata Share” on Schedule 1 attached hereto) (each, together with their respective permitted successors and assignssuch pro rata share, a "Guaranty Party"“Pro Rata Share”) the full and punctual payment of all amounts payable by the Lessee under Sections 7.1 and 7.2 of this Agreement (all such obligations being hereinafter referred to as the "Guaranteed Obligations"). Upon failure by the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity under this guaranty shall be made on the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance of the Guaranteed Obligations by Trinity hereunder(subject to the Cap), and (c) none of the Guarantors or at any time thereafterGuarantor Affiliate (as hereinafter defined) shall have any obligation or liability to any Person relating to, arising out of or in connection with this Limited Guaranty, other than as expressly set forth herein. Each Guarantors acknowledges and agrees that any Person: (a) file suit or proceed Parent is delivering a copy of the Equity Commitment Letter to obtain or assert a claim for personal judgment against Lessee or any other Person the Guaranteed Party and that may be liable for any the Guaranteed Obligation; Party is relying on the obligations and commitments of the Guarantors under the Equity Commitment Letter in connection with the Guaranteed Party’s decision to enter into the Merger Agreement and consummate the transactions contemplated thereby, (b) make any other effort the provisions of this Limited Guaranty (i) are not intended to obtain payment and do not adequately compensate for the harm that would result from a breach of the Merger Agreement or performance a breach of any Guarantor’s obligations to fund the Commitment (as defined in the Equity Commitment Letter) in accordance with the terms of the Equity Commitment Letter, and (ii) shall not be construed to diminish or otherwise impair in any respect the Guaranteed Obligation from Lessee Party’s right to specific enforcement, to cause Parent or Purchaser to cause, or to directly cause, any other Person that may be liable for such Guaranteed Obligation; Guarantor to fund, directly or indirectly, the Commitment under the Equity Commitment Letter, and to cause Parent and Purchaser to consummate the transactions contemplated by the Merger Agreement, (c) foreclose against or seek the payment of the Guaranteed Obligations is subject to realize upon any security now or hereafter existing for such Guaranteed Obligation; the last sentence of Section 5(a) of the Equity Commitment Letter and Sections 9.10(a) and 9.10(b)(v) of the Merger Agreement and (d) exercise the right of specific performance under the Equity Commitment Letter and the Merger Agreement are an integral part of the transactions contemplated by the Merger Agreement and without those rights, the Guaranteed Party would not have entered into the Merger Agreement. For the avoidance of doubt, the election to pursue any injunction or assert any specific performance under Section 9.10 of the Merger Agreement or the Equity Commitment Letter shall not restrict, impair or otherwise limit the Guaranteed Party from, in the alternative, attempting to collect the Guaranteed Obligations; provided, that, without limiting the ability of the Guaranteed Party to seek both remedies, under no circumstances shall the Guaranteed Party be permitted or entitled to receive both a grant of specific performance under Section 9.10 of the Merger Agreement to cause Parent and Purchaser to consummate the transactions contemplated by the Merger Agreement, on the one hand, and the payment of the Guaranteed Obligations, on the other right or remedy to which such Person is or hand. All payments hereunder shall be entitled made in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against lawful money of the assets United States, by wire transfer of Lessee or any other Person liable for any Guaranteed Obligationimmediately available funds.

Limited Guaranty. Trinity This Limited Guaranty (this "Limited Guaranty") is made and entered into as of March 14, 2011 (the "Guarantee") by and among Animal Health International, Inc. a Delaware corporation (the "Company"), Green Equity Investors V, L.P., a Delaware limited partnership ("GEI V"), and Green Equity Investors Side V, L.P., a Delaware limited partnership ("XXXX V" and together with GEI V, the "Guarantors", each a "Guarantor"). Except as specified herein, capitalized terms used in this Guarantee shall have the meanings assigned to such terms in the Agreement and Plan of Merger, dated as of the date hereof (as it may be amended, restated, supplemented or otherwise modified from time to time pursuant to the terms thereof, the "Merger Agreement") by and among Lextron, Inc., a Colorado corporation ("Parent"), Buffalo Acquisition, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent ("Merger Sub") and the Company. In consideration of, and as an inducement to the Company entering into the Merger Agreement and performing its obligations thereunder, each Guarantor hereby irrevocably and unconditionally unconditionally, severally and not jointly, guarantees for to the benefit Company the prompt and complete payment of each an aggregate of 33.00% (the "Guaranteed Percentage") of the Owner Participantobligation of Parent to pay to the Company the Parent Termination Fee or Regulatory Termination Fee, as applicable, if, as and when those obligations become payable pursuant to the Owner Trustee, Trust Company, terms and conditions of the Indenture Trustee, the Pass Through Trustee and the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party") the full and punctual payment of all amounts payable by the Lessee under Sections 7.1 and 7.2 of this Merger Agreement (all such obligations being hereinafter referred to as the "Guaranteed Obligations"). Upon failure by It is expressly understood that the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed Obligations set forth in the manner specified in the Operative Agreements. All payments by Trinity under this guaranty Limited Guaranty shall be made on the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment several and not of collectionjoint between the Guarantors, and Trinity specifically agrees it is further understood and agreed by GEI V and XXXX V that it the Guaranteed Obligations shall not be necessaryapportioned between them in percentages of 76.9245 and 23.0755, and that Trinity respectively (each a, Pro Rata Portion"). In no event shall not be entitled to require, before or as a condition of enforcing the Guarantor's liability of Trinity under this Section 11 or requiring payment or performance in respect of the Guaranteed Obligations by Trinity hereunderexceed such Guarantor's Pro Rata Portion of the Guaranteed Percentage of the Guaranteed Obligations (such limitation on the liability each Guarantor may have for its Pro Rata Portion of the Guaranteed Percentage of the Guaranteed Obligations being herein referred to as such Guarantor's "Cap"), or at it being understood that this Limited Guaranty may not be enforced against any time thereafterGuarantor without giving effect to such Guarantor's Cap. Each Guarantor hereby, that any Personseverally and not jointly, represents and warrants to Company that: (a) file suit or proceed to obtain or assert it is a claim for personal judgment against Lessee or any other Person that may be liable for any Guaranteed Obligation; limited partnership, duly organized, validly existing and in good standing under the Laws of Delaware, (b) make it has the necessary power and authority to enter into, execute and deliver this Limited Guaranty and to perform fully its respective obligations hereunder, (c) the execution, delivery and performance of this Limited Guaranty by such Guarantor has been duly and validly authorized and approved by all necessary limited partnership action, and no other proceedings or actions on the part of such Guarantor are necessary therefor, (d) this Limited Guaranty has been duly and validly executed and delivered by such Guarantor and constitutes a legal, valid and binding agreement of such Guarantor enforceable by the Company against such Guarantor in accordance with its terms, except to the extent enforceability may be limited by the effect of applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors' rights generally and the effect of general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity, (e) such Guarantor has the financial capacity to pay and perform its obligations under this Limited Guaranty (subject to the Cap), and all funds necessary for such Guarantor to fulfill its obligations under this Limited Guaranty (subject to the Cap) shall be available to such Guarantor for so long as this Limited Guaranty shall remain in effect in accordance with the termination provisions set forth herein, (f) the execution, delivery and performance of this Limited Guaranty by such Guarantor does not (i) violate its organizational documents, (ii) violate any applicable law or (iii) result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to the loss of any benefit under, any material contract to which such Guarantor is a party; and (g) all consents, approvals, authorizations and permits of, filings with and notifications to, any Governmental Authority necessary for the due execution, delivery and performance of this Limited Guaranty by such Guarantor have been obtained or made and all conditions thereof have been duly complied with, and no other effort action by, and no notice to obtain payment or filing with, any Governmental Authority or regulatory body is required in connection with the execution, delivery or performance of this Limited Guaranty. Each Guarantor hereby agrees that irreparable damages would occur in the event that any Guaranteed Obligation from Lessee or of the provisions of this Limited Guaranty were not performed in accordance with the terms hereof, and that the Company shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches of this Limited Guaranty and to enforce specifically the terms and provisions hereof, this being in addition to any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person the Company is entitled at law or in equity. Each Guarantor agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that the Company has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or equity. In the event that the Company is seeking an injunction or injunctions to prevent breaches of this Limited Guaranty and to enforce specifically the terms and provisions of this Limited Guaranty, the Company shall not be entitled required to provide any bond or other security in connection with any Guaranteed Obligation such order or injunction. Notwithstanding anything that may be expressed or implied in this Limited Guaranty or any security document or other guaranty therefor instrument delivered contemporaneously herewith, and notwithstanding the fact that the Guarantors may be partnerships, by its acceptance of the benefits of this Limited Guaranty, the Company acknowledges and agrees that neither it nor any of its Affiliates or (e) assert Representatives have any right of recovery against, and no liability shall attach to, the former, current or file future direct or indirect equity holders, controlling persons, stockholders, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners of any claim against the assets of Lessee Guarantor, Parent, Merger Sub or any former, current or future direct or indirect equity holder, controlling person, stockholder, director, officer, employee, agent, Affiliate, member, manager or general or limited partner of any of the foregoing (collectively, but not including the Guarantors, Parent or Merger Sub, each an "Affiliated Party"), whether by or through attempted piercing of the corporate or partnership veil, by or through a claim by or on behalf of Parent or Merger Sub against an Affiliated Party or any Guarantor (including a claim to enforce the Financing Commitment), by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any Law, or otherwise. Nothing set forth in this Limited Guaranty shall confer or give or shall be construed to confer or give to any Person other than each of the Guarantors and the Company (including any Person liable acting in a representative capacity) any rights or remedies against any Person other than the Company and each Guarantor as expressly set forth herein. The Company acknowledges that each Guarantor is agreeing to enter into this Limited Guaranty in reliance on the provisions set forth in this paragraph and this paragraph shall survive termination of this Limited Guaranty. This Limited Guaranty shall terminate automatically and immediately, and neither Guarantor shall have any further obligations under this Limited Guaranty, as of the earlier of (i) the Effective Time, (ii) the time at which all amounts payable by the Guarantors under this Limited Guaranty shall be paid in full, (iii) the valid termination of the Merger Agreement by mutual consent of the Company, Merger Sub and Parent pursuant to Section 8.1 of the Merger Agreement and (iv) the date which is thirty (30) days following the valid termination of the Merger Agreement (other than pursuant to Section 8.1 of the Merger Agreement) if the Company has not presented a claim for payment hereunder to such Guarantor (which claim shall set forth in reasonable detail the basis for such claim) by such 30th day (in which case, the Guarantors' obligations hereunder shall survive until such proceeding is finally and conclusively resolved by a court of competent jurisdiction). None of the Guarantors or the Company may assign its rights, interests or obligations hereunder to any Guaranteed Obligation.Person (except by operation of law) without the prior written consent of the Company or the Guarantors, as the case may be. The Guarantors each waive, for the benefit of the Company, (i) any right to require the Company to proceed against either or both of the Guarantors or to pursue any other remedy available to the Company, and (ii) any notices, demands, presentments, notices of nonperformance, including acceptance of this Limited Guaranty or notices of default under the Merger Agreement. No failure to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power hereunder. Any notice or communication required or permitted by this Limited Guaranty shall be deemed sufficiently given if in writing and, if delivered personally, when it is delivered or, if delivered in another manner, the earlier of when it is actually received by the Person to which it is directed, or when the period set forth below expires (whether or not it is actually received):

Limited Guaranty. Trinity hereby irrevocably (a) To induce the Guaranteed Party to enter into an Agreement and unconditionally guarantees for the benefit Plan of each Merger, dated as of the Owner Participantdate of this Limited Guaranty (as amended, restated, supplemented or otherwise modified from time to time, the Owner Trustee“Merger Agreement”), Trust Companyby and among Halogen Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Halogen Mergersub Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Merger Sub”), and the Guaranteed Party, pursuant to which Merger Sub will merge with and into the Guaranteed Party, with the Guaranteed Party surviving the merger as a wholly owned subsidiary of Parent, the Indenture TrusteeGuarantor, intending to be legally bound, hereby absolutely, unconditionally and irrevocably guarantees to the Guaranteed Party, on the terms and subject to the conditions herein, the Pass Through Trustee due and punctual performance and discharge of 73% (the Policy Provider “Guaranteed Percentage”) of (eachA) the payment obligations of Parent to the Guaranteed Party under Section 8.3(b) of the Merger Agreement as and when due (the “Parent Fee Obligations”) and (B) the expense reimbursement obligations of Parent to the Guaranteed Party under Sections 6.9(e), 8.3(c) and 8.3(e) of the Merger Agreement as and when due (the “Expense Obligations” and together with their respective permitted successors and assignsthe Parent Fee Obligations, a "the “Guaranteed Obligations”). In no event shall the Guarantor’s aggregate liability under this Limited Guaranty Party"(exclusive of reimbursement of expenses, if applicable, pursuant to Section 1(c) hereof) exceed the full and punctual payment Guaranteed Percentage of all amounts payable an aggregate amount equal to (x) $6,500,000 plus (y) any Expense Obligations minus (z) any Expense Obligations actually paid by Parent or Merger Sub to the Lessee under Sections 7.1 and 7.2 Guaranteed Party (such limitation on the aggregate liability of this Agreement (all such obligations the Guarantor for its Guaranteed Obligations being hereinafter herein referred to as the "Guaranteed Obligations"Guarantor’s “Cap”), it being understood that this Limited Guaranty may not be enforced against the Guarantor without giving effect to the Guarantor’s Cap (and to the provisions of Sections 10 (Continuing Guaranty) and 11 (No Recourse) hereof). Upon failure The guarantee by the Lessee to pay punctually or perform any Guarantor of the Guaranteed Obligation, Trinity shall forthwith on demand pay Obligations under this Limited Guaranty may be enforced for the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreementspayment of money only. All payments by Trinity under this guaranty hereunder shall be made on in lawful money of the same basis United States, in immediately available funds. The Guarantor shall make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind, except as payments expressly provided in this Limited Guaranty. The Guarantor acknowledges that the Guaranteed Party entered into the transactions contemplated by the Lessee under Merger Agreement in reliance upon the Operative Agreements. This guaranty execution of this Limited Guaranty. (b) If Parent fails to fully and timely discharge any of the Guaranteed Obligations when due, then all of the Guarantor’s liabilities and obligations to the Guaranteed Party hereunder in respect of the Guaranteed Obligations shall, on demand, become immediately due and payable (up to the Guarantor’s Cap) and the Guarantor hereby agrees to promptly fully perform and discharge, or to cause to be promptly fully performed or discharged, any such Guaranteed Obligations. (c) The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder if (i) the Guarantor asserts in any litigation or other proceeding that this Limited Guaranty is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such litigation or proceeding or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is judicially determined that the Guarantor is required to make such payment hereunder. (d) The parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Limited Guaranty were not performed in accordance with its specific terms or were otherwise breached and further agree that the Guaranteed Party shall constitute a guaranty be entitled to an injunction, specific performance and other equitable relief against the Guarantor to prevent breaches of punctual payment this Limited Guaranty and not of collectionto enforce specifically the terms and provisions hereof, in addition to any other remedy to which it is entitled at law or in equity (subject, in all cases, to the Cap), and Trinity specifically agrees that it shall not be necessaryrequired to provide any bond or other security in connection with any such order or injunction. The Guarantor further agrees not to oppose the granting of any such injunction, specific performance and other equitable relief on the basis that Trinity shall (x) the Guaranteed Party has an adequate remedy at law or (y) an award of an injunction, specific performance or other equitable relief is not be entitled to requirean appropriate remedy for any reason at law or equity (collectively, before the “Prohibited Defense”). (e) In furtherance of the foregoing, the Guarantor acknowledges that the Guaranteed Party may, in its sole discretion, bring and prosecute a separate action or as a condition actions against the Guarantor in respect of enforcing the liability of Trinity under this Section 11 or requiring payment or performance of the Guaranteed Obligations by Trinity hereunder(subject to the Guarantor’s Cap) regardless of whether any action is brought against Parent, Merger Sub or at the Other Guarantor or whether Parent, Merger Sub or the Other Guarantor is joined in any time thereafter, that any Person: (a) file suit action or proceed to obtain or assert a claim for personal judgment against Lessee or any other Person that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed Obligationactions.

Limited Guaranty. Trinity To induce the Company to enter into the Merger Agreement, the Guarantor hereby irrevocably irrevocably, absolutely and unconditionally guarantees for as a primary obligor and not merely as surety to the benefit of each of the Owner Participant, the Owner Trustee, Trust Company, on the Indenture Trusteeterms and conditions set forth herein, the Pass Through Trustee and the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party") the full and punctual payment payment, performance and discharge of all amounts payable (i) the Reverse Termination Fee when required to be paid by Parent pursuant to and in accordance with Section 7.3(a)(iii) of the Lessee under Sections 7.1 and 7.2 of this Merger Agreement (subject to the limitations provided therein) or (ii) all such of the payment liabilities and obligations being hereinafter referred of Parent or Merger Sub pursuant to as Section 5.4(c), the "last sentence of Section 5.12(d), Section 7.2 and Section 7.3(e) of the Merger Agreement, in each case, when required to be paid by Parent or Merger Sub pursuant to and in accordance with the Merger Agreement (clauses (i) and (ii) collectively, the “Guaranteed Obligations"”). Upon failure by the Lessee to pay punctually or perform any Guaranteed Obligation; provided, Trinity that in no event shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity under this guaranty shall be made on the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance the Guarantor in respect of the Guaranteed Obligations, exceed, in the aggregate, $57,473,750 (the “Cap”), it being understood that the Company will not seek to enforce this Limited Guaranty with respect to the Guaranteed Obligations by Trinity hereunderwithout giving effect to the Cap. In furtherance of the foregoing, or at any time thereafterthe Guarantor acknowledges that this Limited Guaranty is one of payment, not collection, that any Person: (a) file suit its liability under this Limited Guaranty shall extend to the Guaranteed Obligations and that the Company may, in its sole discretion, bring and prosecute a separate action or proceed to obtain actions against the Guarantor for the full amount of the Guaranteed Obligations, regardless of whether action is brought against Parent or assert a claim for personal judgment against Lessee Merger Sub, whether Parent, Merger Sub or any other Person person is joined in any such action or actions or whether Parent or Merger Sub was primarily responsible for causing the payment obligations of Parent, Merger Sub or the Guarantor under the Merger Agreement; provided that may the Company agrees that (i) the Guarantor shall in no event be liable for required to pay an amount in excess of the Cap under or in respect of this Limited Guaranty, (ii) the Guarantor shall not have any Guaranteed Obligation; (b) make obligation or liability to any other effort to obtain payment person relating to, arising out of or performance of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with with, this Limited Guaranty, other than as expressly set forth herein, and (iii) no Non-Recourse Party (as hereinafter defined) shall have any Guaranteed Obligation obligation or liability to any security person relating to, arising out of or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed Obligationin connection with, this Limited Guaranty.

Limited Guaranty. Trinity Subject to Section 21, each Guarantor hereby irrevocably and unconditionally guarantees for to the benefit of each of the Owner Participant, the Owner Trustee, Trust Company, the Indenture Trusteepayment, if and when required and due, solely of (a) the Parent Termination Fee to the extent such payment obligation is due and payable by Parent pursuant to the terms and conditions of Section 12.04(c) of the Merger Agreement and subject to the limitations on liability set forth in the Merger Agreement, (b) any expense reimbursement or indemnification obligation of Parent to the extent such obligation is due and payable by Parent pursuant to the terms and conditions of Section 7.05(b) of the Merger Agreement, and (c) to the extent that the Company is the prevailing party in connection with the enforcement of its rights under or in respect of this Limited Guaranty, all reasonable out-of-pocket costs and expenses (including attorney’s fees and expenses) incurred by the Company in connection with the enforcement of its rights under or in respect of this Limited Guaranty (collectively, the Pass Through Trustee “Guaranteed Obligation”); provided, that this Limited Guaranty will expire and will have no further force or effect, and the Policy Provider Company and the Company Related Parties will have no rights hereunder, upon termination of the obligations and liabilities of the Guarantors hereunder in accordance with Section 6. The Company hereby agrees that (each, together with their respective permitted successors and assigns, a "Guaranty Party"A) the full Guarantors shall in no event collectively be required to pay more than the sum of (x) $14,050,000, (y) any expense reimbursement or indemnification obligation of Parent to the extent such obligation is due and punctual payment of all amounts payable by Parent pursuant to the Lessee terms and conditions of Section 7.05(b) of the Merger Agreement (which amount shall not exceed $100,000 without the prior consent of Parent), and (z) to the extent that the Company is the prevailing party in connection with the enforcement of its rights under Sections 7.1 and 7.2 or in respect of this Agreement Limited Guaranty, all reasonable out-of-pocket costs and expenses (all such obligations being hereinafter referred to as the "Guaranteed Obligations"). Upon failure including attorney’s fees and expenses) incurred by the Lessee Company in connection with the enforcement of its rights under or in respect of this Limited Guaranty (the “Maximum Liability Cap”), and (B) no Guarantor or Guarantor Affiliate (as hereinafter defined) shall have any obligation or liability to pay punctually any Person relating to, arising out of or perform any Guaranteed Obligationin connection with, Trinity shall forthwith on demand pay this Limited Guaranty, other than as expressly set forth herein. The Guarantors hereby acknowledge and agree that the amount not so paid or perform execution and delivery of this Limited Guaranty by each Guarantor is intended as an inducement to the obligation not so performed Company to enter into the Merger Agreement, and that in the manner specified in absence of this Limited Guaranty, the Operative AgreementsCompany would not enter into the Merger Agreement. All payments by Trinity under this guaranty hereunder shall be made on the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance in lawful money of the Guaranteed Obligations by Trinity hereunderUnited States, or at any time thereafter, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee or any other Person that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed Obligationimmediately available funds.

Limited Guaranty. Trinity hereby irrevocably (a) The parties hereto acknowledge that the FDIC has delivered to the Trustee its Limited Guaranty, to provide a source of funds to enhance the likelihood of the receipt by the Certificateholders on each Distribution Date of the amounts to be distributed with respect to such Distribution Date pursuant to Sections 4.01. The Limited Guaranty shall not at any time be a part of the Trust Fund (or part of the Lower-Tier REMIC or the Upper-Tier REMIC). (b) On each Demand Date, the Trustee shall: (i) make demands under the Limited Guaranty in accordance with the provisions of Section 3.01 of the Limited Guaranty; (ii) make available or cause to be made available the Certificate Register to the FDIC, the Mortgage Loan Seller or the Servicer during normal business hours of the Trustee at such time as any of them may request; (iii) provide such other information to the FDIC, the Mortgage Loan Seller or the Servicer, upon written request, as is available to it and unconditionally guarantees as is contemplated by the Limited Guaranty to be provided by it to the FDIC, the Mortgage Loan Seller or the Servicer (as the case may be); and (iv) establish a segregated trust account (the "Limited Guaranty Account"), which shall be an Eligible Account held by the Trustee separate and apart from the Trust Fund, and shall be designated "State Street Bank and Trust Company, as Trustee in trust for the benefit of each registered holders of the Owner ParticipantFDIC REMIC Trust 1996-C1 Commercial Mortgage Pass-Through Certificates, Series 1996-C1 - Limited Guaranty Account". If the Trustee does not elect to establish and maintain a separate Limited Guaranty Account with respect to each Sub-Pool, the Owner TrusteeTrustee shall at all times during the term hereof maintain a separate ledger sub-account of the Limited Guaranty Account for each Sub-Pool, which ledger sub-account shall accurately reflect each deposit into and withdrawal from the Limited Guaranty Account that is allocable to such Sub-Pool. The Trustee shall deposit any amount paid under the Limited Guaranty in the Limited Guaranty Account and distribute such amount as described in this Agreement. Amounts paid under the Limited Guaranty shall be transferred to the Distribution Account and distributed by the Trustee to Holders of Certificates in accordance with Section 4.01(a). It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the distributions to Certificateholders with other funds available to make such payment. Amounts on deposit in the Limited Guaranty Account shall not be invested. As long as the Distribution Account is established at State Street Bank and Trust Company, the Indenture TrusteeLimited Guaranty Account shall also be established at State Street Bank and Trust Company. (c) On or prior to the Closing Date, and from time-to-time thereafter, the Pass Through Trustee shall provide or cause to be provided to the FDIC wire transfer instructions or other instructions sufficient to permit the FDIC to effect wire transfers pursuant to the Limited Guaranty to the Limited Guaranty Account. The Trustee shall accept and the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party") the full and punctual payment of hold all amounts payable by the Lessee under Sections 7.1 and 7.2 of this Agreement (all such obligations being hereinafter referred to as the "Guaranteed Obligations"). Upon failure by the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform transferred in accordance with the obligation not so performed provisions of this Agreement. Any funds remaining in the manner specified in Limited Guaranty Account on the Operative Agreements. All payments by Trinity under this guaranty first Business Day following a Distribution Date shall be made on promptly remitted to the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance of the Guaranteed Obligations by Trinity hereunder, or at any time thereafter, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee or any other Person that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; FDIC. (d) exercise or assert The Servicer shall notify the Trustee by means of an Officers' Certificate of the amount of any other right or remedy recovery in respect of a Mortgage Asset (and the Sub-Pool to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor or (eMortgage Asset relates) assert or file any as to which a claim against under the assets of Lessee or any other Person liable for any Guaranteed ObligationLimited Guaranty previously has been made.

Limited Guaranty. Trinity (a) As consideration for the Guaranteed Party entering into the Merger Agreement, each Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees for guarantees, severally and not jointly, to the benefit Guaranteed Party, subject to the terms and conditions hereof, including only up to each Guarantor’s Maximum Guarantor Obligation (as defined below), as follows: the prompt and complete (collectively with the other Maximum Guarantor Obligations) payment when due of each payment obligations of Parent and Merger Sub under and in accordance with the terms, conditions and limitations of the Owner ParticipantMerger Agreement (including Parent and Merger Sub’s payment obligations to pay any Enforcement Costs if and as required pursuant to Section 9.02 of the Merger Agreement, but only to the extent the Guaranteed Party is the prevailing party in such enforcement action resulting in a judgment by a court of competent jurisdiction) (the “Guaranteed Obligations”), in an amount equal to the percentage of the amount owed by Parent or Merger Sub (subject (except to the extent Enforcement Costs, in which case, subject to the limitations set forth herein and in the Merger Agreement), to the Maximum Amount (as defined below)) set forth opposite each Guarantor’s name on Exhibit A hereto (such amount is each such Guarantor’s “Maximum Guarantor Obligation” and such percentage set forth opposite such Guarantor’s name on Exhibit A hereto is such Guarantor’s “Pro Rata Share”); provided, however, that the maximum aggregate liability of the Guarantors, collectively, hereunder with respect to the Guaranteed Obligations, other than Enforcement Costs, shall not exceed $10,000,000 less the amount of any Guaranteed Obligations actually satisfied by Parent or Merger Sub, as applicable (the “Maximum Amount”). (b) Notwithstanding anything herein to the contrary, the Owner TrusteeGuaranteed Party hereby agrees that (i) except with respect to Enforcement Costs, Trust Companyin no event will the Guarantors collectively be required to pay to any Person or Persons more than the Maximum Amount under, in respect of or in connection with this Limited Guaranty(or the termination or abandonment hereof), (ii) no Guarantor individually will be required to pay to any Person or Persons more than such Guarantor’s Maximum Guarantor Obligation under, in respect of or in connection with this Limited Guaranty (or the termination or abandonment hereof) and (iii) the Guarantors shall not have any obligation or liability to any Person or Persons relating to, arising out of or in connection with this Limited Guaranty (or the termination or abandonment hereof), other than as expressly set forth herein and solely to the extent hereof. Notwithstanding anything to the contrary contained in this Limited Guaranty, the Indenture TrusteeMerger Agreement or any other document or instrument delivered in connection herewith or therewith or otherwise, the Pass Through Trustee and Guaranteed Party hereby agrees that to the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party") the full and punctual payment extent Parent or Merger Sub is relieved of all amounts payable by the Lessee under Sections 7.1 and 7.2 or any portion of this Agreement (all such obligations being hereinafter referred to as the "Guaranteed Obligations"). Upon failure by the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity under this guaranty shall be made on the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring its payment or performance of obligations under the Merger Agreement, by satisfaction or waiver thereof or pursuant to any other agreement with the Guaranteed Obligations by Trinity hereunderParty, or at any time thereafterthe Guarantors shall be similarly relieved, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee or any other Person that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment or performance such extent, of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed Obligationtheir respective obligations under this Limited Guaranty.

Limited Guaranty. Trinity hereby irrevocably and unconditionally guarantees (a) No later than the third Business Day prior to each Remittance Date, the Servicer (if other than the Guarantor) shall notify the Guarantor of the amount of the Guaranty Payment (if any) for such Remittance Date. Not later than the Business Day preceding each Remittance Date, the Guarantor shall deposit the Guaranty Payment, if any, for such Remittance Date into the Certificate Account. Any Guaranty Payment shall be distributable to Certificateholders pursuant to Section 6.08. (b) The obligations of the Guarantor under this Agreement shall not terminate upon or otherwise be affected by an Event of Default pursuant to Article X of this Agreement. (c) The obligation of the Guarantor to provide the Limited Guaranty under this Agreement shall terminate on the sooner of (i) the date the amount of principal received by the Class B-2 Certificateholders equals the Original Class B-2 Principal Balance, (ii) the date on which any Interest Shortfall Carryforward Amounts relating to the Class B-2 Certificates shall equal zero or (iii) the date on which an Alternate Credit Enhancement is substituted for the benefit of each Limited Guaranty in accordance with Section 6.17 hereof. (d) The obligation of the Owner ParticipantGuarantor to make the Guaranty Payments described in subsection (a) above shall be unconditional and irrevocable and shall constitute an unsecured obligation of the Guarantor and will rank on a parity with all other unsecured and unsubordinated indebtedness of the Guarantor. The Guarantor acknowledges that its obligation to make the Guaranty Payments described in subsection (a) above shall be deemed a guaranty by the Guarantor of indebtedness of the Trust Fund for money borrowed from the Class B-2 Certificateholders, the Owner Trustee, Trust Company, the Indenture Trustee, the Pass Through Trustee and the Policy Provider (each, together with their respective permitted successors Guarantor acknowledges and assigns, a "Guaranty Party") the full and punctual payment of all amounts payable by the Lessee under Sections 7.1 and 7.2 of this Agreement (all such obligations being hereinafter referred to as the "Guaranteed Obligations"). Upon failure by the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity under this guaranty shall be made on the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessaryhas no right of reimbursement, and that Trinity shall not be entitled indemnity, exoneration, contribution or other similar right of recovery arising from amounts expended pursuant to require, before or as a condition of enforcing the liability of Trinity its obligations under this Section 11 or requiring payment or performance Agreement, other than the right to receive distributions, to the extent available, from the Trust Fund as provided in this Agreement. In no event shall the amount paid on the Class B-2 Certificates in respect of principal pursuant to the Guaranteed Obligations by Trinity hereunder, or at any time thereafter, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee or any other Person that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor or Limited Guaranty exceed the Original Class B-2 Principal Balance. (e) assert If the Guarantor fails to make a Guaranty Payment in whole or file in part, the Guarantor shall promptly notify the Trustee, and the Trustee shall promptly notify the Rating Agencies. The Guarantor shall promptly notify each Rating Agency in the event of any claim against termination of the assets of Lessee Limited Guaranty or any other change of the Person liable for any Guaranteed Obligationproviding the Limited Guaranty, including but not limited to a change by merger.

Limited Guaranty. Trinity hereby irrevocably (a) To induce the Guaranteed Party to enter into an Agreement and unconditionally guarantees for the benefit Plan of each Merger, dated as of the Owner Participantdate of this Limited Guaranty (as amended, restated, supplemented or otherwise modified from time to time, the Owner Trustee“Merger Agreement”), Trust Companyby and among Decade Sunshine Limited, a Cayman Islands company (“Parent”), Decade Sunshine Merger Sub, a Cayman Islands company (“Merger Sub”) and the Guaranteed Party, pursuant to which Merger Sub will merge with and into the Guaranteed Party, with the Guaranteed Party surviving the merger as a wholly owned subsidiary of Parent, the Indenture TrusteeGuarantor, intending to be legally bound, hereby absolutely, unconditionally and irrevocably guarantees to the Guaranteed Party, as the primary obligor and not merely as surety, on the terms and subject to the conditions herein, the Pass Through Trustee and the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party") the full due and punctual payment, performance and discharge of 49% of the payment obligations of all amounts payable by Parent to the Lessee Guaranteed Party under Sections 7.1 8.5(c), 8.5(d) and 7.2 6.14(h) of this the Merger Agreement as and when due (all such obligations being hereinafter referred to as the "“Guaranteed Obligations"”). Upon failure by , provided, that in no event shall the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity Guarantor’s liability under this guaranty shall be made on Limited Guaranty exceed an amount equal to (a) US$3,430,000 (the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance “Maximum Amount”) minus (b) any portion of the Guaranteed Obligations actually paid by Trinity hereunderParent or Merger Sub in accordance with the terms hereof and under the Merger Agreement; provided, or at any time thereafterfurther, that any Person: (athe Guarantor shall have no obligations with respect to the payment obligations of Parent under Sections 8.5(d) file suit and 6.14(h) unless the underlying expenses are evidenced by invoice or proceed other written evidence, in each case, to obtain or assert a claim for personal judgment against Lessee or any other Person that the reasonable satisfaction of the Guarantor. This Limited Guaranty may be liable enforced for the payment of money only. All payments hereunder shall be made in United States dollars, in immediately available funds. The Guarantor shall make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind, except as expressly provided in this Limited Guaranty. The Guarantor acknowledges that the Guaranteed Obligation; Party entered into the transactions contemplated by the Merger Agreement in reliance on this Limited Guaranty. (b) make If Parent fails to fully and timely discharge any other effort of the Guaranteed Obligations when due, then all of the Guarantor’s liabilities and obligations to obtain payment the Guaranteed Party hereunder in respect of the Guaranteed Obligations shall, on demand, become immediately due and payable and the Guarantor hereby agrees to promptly fully perform and discharge, or performance of to cause to be promptly fully performed or discharged, any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; Obligations. In furtherance of the foregoing, the Guarantor acknowledges that the Guaranteed Party may, in its sole discretion, bring and prosecute a separate action or actions against the Guarantor for the Guaranteed Obligations, regardless of whether any action is brought against Parent, Merger Sub or the Other Guarantor, or whether Parent, Merger Sub or the Other Guarantor is joined in any action or actions. The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder. (c) foreclose The parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Limited Guaranty were not performed in accordance with its specific terms or were otherwise breached and further agree that the Guaranteed Party shall be entitled to an injunction, specific performance and other equitable relief against or seek the Guarantor to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert prevent breaches of this Limited Guaranty and to enforce specifically the terms and provisions hereof, in addition to any other right or remedy to which such Person it is entitled at law or in equity, and shall not be entitled required to provide any bond or other security in connection with any such order or injunction. The Guarantor further agrees not to oppose the granting of any such injunction, specific performance and other equitable relief on the basis that (i) the Guaranteed Obligation Party has an adequate remedy at law or any security (ii) an award of an injunction, specific performance or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable equitable relief is not an appropriate remedy for any Guaranteed Obligationreason at law or in equity (collectively, the “Prohibited Defenses”).

Limited Guaranty. Trinity (a) As consideration for the Guaranteed Party entering into the Merger Agreement and the CVR Agreement, the Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees for to the benefit of each of Guaranteed Party, subject to the Owner Participant, the Owner Trustee, Trust Company, the Indenture Trustee, the Pass Through Trustee terms and the Policy Provider conditions hereof: (each, together with their respective permitted successors and assigns, a "Guaranty Party"i) the full and punctual payment obligation of Parent to fund all amounts payable by Parent pursuant to the Lessee under Sections 7.1 terms of the Merger Agreement in connection with consummation of the transactions contemplated thereby (for the avoidance of doubt, such obligations shall include payment of Offer Price, the Merger Consideration, the Company Stock Option Cash Consideration and 7.2 the Restricted Stock Unit Cash Consideration, without duplication), together with related fees and expenses (collectively, the “Guaranteed Purchase Price Obligation”), provided that the maximum amount of this Agreement (all Guaranteed Purchase Price Obligations shall not exceed $177,614,912 plus all such fees and expenses (the “Maximum Purchase Price Obligation”); (ii) the payment obligations being hereinafter referred of the Parent to perform the covenants set forth in the CVR Agreement, including to pay the aggregate CVR Payment Amount (as defined in the "CVR Agreement), together with any Enforcement Costs, in each case under and in accordance with the terms, conditions and limitations of the CVR Agreement, subject to, in the case of any such Enforcement Costs payable under the CVR Agreement, the Expense Cap (as defined in the CVR Agreement) (collectively, the “Guaranteed CVR Obligation”), provided that the maximum amount of the Guaranteed CVR Obligation shall not exceed the CVR Proceeds plus all such Enforcement Costs up to the Expense Cap (the “Maximum CVR Obligation” and, together with the Maximum Purchase Price Obligation, the “Maximum Guarantor Obligation”); and (iii) the obligation of Parent or Merger Sub to pay monetary damages to the Guaranteed Party in connection with a Willful Breach by Parent or Merger Sub of the Merger Agreement pursuant to a final non-appealable judgment by a court of competent jurisdiction in accordance with Section 9.02 of the Merger Agreement, together with any Enforcement Costs (collectively, the “Guaranteed Damages Obligation” and, together with the Guaranteed Purchase Price Obligation and the Guaranteed CVR Obligation, the “Guaranteed Obligations"”). Upon failure The Guaranteed Purchase Price Obligation shall be reduced on a dollar-for-dollar basis by the Lessee amount that such obligation is actually satisfied by Parent or Merger Sub, as applicable, and the Guaranteed CVR Payment Obligation and Guaranteed Damages Obligation shall be reduced on a dollar-for-dollar basis by the amount that any such obligation is actually satisfied by Parent or the Company. Notwithstanding anything herein to the contrary (with the exception of Guaranteed Damages Obligations), the Guaranteed Party hereby agrees that (a) in no event will the Guarantor be required to pay punctually to any Person or perform any Guaranteed Persons more than the Maximum Guarantor Obligation, Trinity in respect of or in connection with this Limited Guaranty, the Merger Agreement, the CVR Agreement or any other document or instrument delivered in connection herewith or therewith, or the transactions contemplated hereby or thereby (or the termination or abandonment thereof) or otherwise, and (b) the Guarantor shall forthwith on demand pay not have any obligation or liability to any Person or Persons (including, without limitation, to the amount not so paid or perform the obligation not so performed Holders (as defined in the manner specified CVR Agreement), Affiliates and subsidiaries) relating to, arising out of or in connection with this Limited Guaranty, the Operative AgreementsMerger Agreement, the CVR Agreement or any other document or instrument delivered in connection herewith or therewith, or the transactions contemplated hereby or thereby (or the termination or abandonment thereof) or otherwise, other than as expressly set forth herein and solely to the extent hereof. All payments by Trinity under Notwithstanding anything to the contrary contained in this guaranty shall be made on Limited Guaranty, the same basis as payments by Merger Agreement, the Lessee under CVR Agreement or any other document or instrument delivered in connection herewith or therewith or otherwise, the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically Guaranteed Party hereby agrees that it shall not be necessaryto the extent Parent, and that Trinity shall not be entitled to require, before Merger Sub or as a condition the Company is relieved of enforcing the liability all or any portion of Trinity under this Section 11 or requiring its payment or performance of obligations under the Merger Agreement or CVR Agreement, by satisfaction or waiver thereof or pursuant to any other agreement with the Guaranteed Obligations by Trinity hereunderParty, or at any time thereafterthe Guarantor shall be similarly relieved, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee or any other Person that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment or performance such extent, of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed Obligationtheir respective obligations under this Limited Guaranty.

Limited Guaranty. Trinity hereby irrevocably (a) Buyers Parent (i) is duly organized, validly existing, and unconditionally guarantees for in good standing under the benefit of each laws of the Owner Participantstate of Mississippi and (ii) has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly executed and delivered by Buyers Parent and constitutes the valid and binding agreement of Buyers Parent, enforceable against Buyers Parent in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Law affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (b) Buyers Parent hereby unconditionally and irrevocably guarantees to Sellers the Owner Trusteeperformance in full by Buyers of the obligations of Buyers hereunder, Trust Companyincluding the obligations under Article VI and Article VII, up to a maximum amount of $55,000,000, for a period (the Indenture Trustee, “Buyers Parent Guaranty Period”) beginning on the Pass Through Trustee and the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party") the full and punctual payment of all amounts payable by the Lessee under Sections 7.1 and 7.2 date of this Agreement (and terminating on the third anniversary of the Closing Date; provided, however, that the Buyers Parent Guaranty Period shall continue after such third anniversary solely with respect to any indemnification claim for which notice has been given prior to such third anniversary until the resolution of such claim. Buyers Parent hereby waives all such defenses as a surety including notice, and agrees that its obligations being hereinafter referred to as the "Guaranteed Obligations"). Upon failure by the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity under this guaranty shall be made on the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it Section 10.15(b) shall not be necessaryimpaired, diminished or discharged by any extension of time granted by Sellers, by any course of dealing between the parties, or by any events or circumstances which might operate to discharge a guarantor. Buyers Parent shall remain liable on its obligations hereunder until the expiration of the Buyers Parent Guaranty Period. Subject to the foregoing provisions of this Section 10.15(b), Buyers Parent waives the right to require Sellers to first proceed against Buyers with respect to any dispute, controversy, or claim arising out of or related to this Agreement, and agrees that Trinity any such dispute, controversy, or claim may be brought directly against Buyers Parent, Buyers, or against any one or more of them. (c) Sellers Parent (i) is duly organized, validly existing, and in good standing under the laws of the state of Delaware and (ii) has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly executed and delivered by Sellers Parent and constitutes the valid and binding agreement of Sellers Parent, enforceable against Sellers Parent in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Law affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (d) Sellers Parent hereby unconditionally and irrevocably guarantees to Buyers the performance in full by Sellers of the obligations of Sellers hereunder, including the obligations under Article VI and Article VII, up to a maximum amount of $55,000,000, for a period (the “Sellers Parent Guaranty Period”) beginning on the date of this Agreement and terminating on the third anniversary of the Closing Date; provided, however, that the Sellers Parent Guaranty Period shall continue after such third anniversary solely with respect to any indemnification claim for which notice has been given prior to such third anniversary until the resolution of such claim. Sellers Parent hereby waives all defenses as a surety including notice, and agrees that its obligations under this Section 10.15(d) shall not be entitled impaired, diminished or discharged by any extension of time granted by Buyers, by any course of dealing between the parties, or by any events or circumstances which might operate to require, before or as discharge a condition guarantor. Sellers Parent shall remain liable on its obligations hereunder until the expiration of enforcing the liability Sellers Parent Guaranty Period. Subject to the foregoing provisions of Trinity under this Section 11 or requiring payment or performance of 10.15(d), Sellers Parent waives the Guaranteed Obligations by Trinity hereunderright to require Buyers to first proceed against Sellers with respect to any dispute, controversy, or at any time thereafterclaim arising out of or related to this Agreement, and agrees that any Person: (a) file suit such dispute, controversy, or proceed to obtain or assert a claim for personal judgment against Lessee or any other Person that may be liable for brought directly against Sellers Parent, Sellers, or against any Guaranteed Obligation; (b) make any other effort to obtain payment one or performance more of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed Obligationthem.

Limited Guaranty. Trinity To induce the Company Parties to enter into the Merger Agreement, the Guarantor hereby expressly, absolutely, irrevocably and unconditionally guarantees for (as primary obligor and not merely as a surety) to the benefit of each of Company Parties the Owner Participant, the Owner Trustee, Trust Company, the Indenture Trustee, the Pass Through Trustee and the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party") the full due and punctual payment by the Parent Entities to the Company Parties of all amounts payable of the liabilities and obligations of the Buyer Parties under the Merger Agreement (including any reimbursement and indemnification obligations pursuant to Sections 6.6(f) and 6.6(g) thereof) when required to be paid by the Lessee Buyer Parties pursuant to and in accordance with the Merger Agreement (the “Guaranteed Obligations”); provided that, notwithstanding anything to the contrary set forth in this Limited Guaranty, the Merger Agreement, the Equity Commitment Letter or any other agreement contemplated hereby or thereby, each Company Party and the Guarantor agree that in no event shall the aggregate liability of the Guarantor hereunder exceed the Parent Liability Limitation and that the Guarantor shall in no event be required to pay more than the Parent Liability Limitation under or in respect of this Limited Guaranty, or otherwise have any other liability under this Limited Guaranty relating to, arising out of or in connection with the Merger Agreement and the transactions contemplated thereby or any other circumstance. The Guarantor shall, upon the written request of the Company (on behalf of the Company Parties), promptly and in any event within ten (10) Business Days, pay such Guaranteed Obligations in full. Guarantor acknowledges and agrees that (a) the Parent Entities are delivering a copy of the Equity Commitment Letter to the Company (on behalf of the Company Parties) and that each Company Party is relying on the obligations and commitments of the Guarantor under the Equity Commitment Letter in connection with the Company Parties’ decision to enter into and consummate the transactions contemplated by the Merger Agreement, (b) the provisions of this Limited Guaranty (i) are not intended to and do not adequately compensate for the harm that would result from a breach of the Merger Agreement or a breach of Guarantor’s obligations to fund the Commitment (as defined in the Equity Commitment Letter) in accordance with the terms of the Equity Commitment Letter and (ii) shall not be construed to diminish or otherwise impair in any respect the Company Parties’ right to specific enforcement to cause the Buyer Parties to cause, or to directly cause, Guarantor to fund, directly or indirectly, the Commitment under the Equity Commitment Letter, and to cause the Buyer Parties to consummate the transactions contemplated by the Merger Agreement under Section 9.8(b) of the Merger Agreement and (c) the right of specific performance under the Equity Commitment Letter and Section 9.8(b) of the Merger Agreement are an integral part of the transactions contemplated by the Merger Agreement and without those rights, the Company Parties would not have entered into the Merger Agreement. For the avoidance of doubt, the remedies available to the Company Parties under Section 9.8(b) of the Merger Agreement and the Equity Commitment Letter shall be in addition to any other remedy to which the Company Parties are entitled, and the election to pursue any injunction or specific performance under Section 9.8(b) of the Merger Agreement and/or the Equity Commitment Letter shall not restrict, impair or otherwise limit the Company Parties from, in the alternative, terminating the Merger Agreement and collecting the Guaranteed Obligations (including under Sections 7.1 6.6(f) and 7.2 6.6(g) of the Merger Agreement and this Limited Guaranty); provided, that, without limiting the ability of the Company Parties to seek both remedies, under no circumstances shall any Company Party be permitted or entitled to receive both a grant of specific performance under Section 9.8(b) of the Merger Agreement (all such obligations being hereinafter referred to as that results in the "occurrence of the Closing, on the one hand, and the payment of the Guaranteed Obligations"). Upon failure by , on the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreementsother hand. All payments by Trinity under this guaranty hereunder shall be made on the same basis as payments in cash by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty wire transfer of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance of the Guaranteed Obligations by Trinity hereunder, or at any time thereafter, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee or any other Person that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed Obligationimmediately available funds.

Limited Guaranty. Trinity hereby irrevocably and unconditionally guarantees for the benefit of each of the Owner Participant, the Owner Trustee, Trust Company, the Indenture Trustee, the Pass Through Trustee and the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party") the full and punctual payment of all amounts payable by the Lessee under Sections 7.1 and 7.2 of this Agreement (all such obligations being hereinafter referred to as the "Guaranteed Obligations"). Upon failure by the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity under this guaranty shall be made on the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance of the Guaranteed Obligations by Trinity hereunder, or at any time thereafter, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee or any other Person that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Guaranteed Obligation from 87 Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed Obligation.;

Limited Guaranty. Trinity To induce the Company to enter into the Merger Agreement, each Guarantor, intending to be legally bound, hereby irrevocably absolutely, irrevocably, expressly and unconditionally guarantees for guarantees, on a joint and several basis, to the benefit Company, on the terms and conditions set forth herein, the due and punctual performance and discharge, when due, of (a) (i) the Parent Termination Fee, subject to and in accordance with Section 9.03 of the Merger Agreement, (ii) any reasonable and documented costs and expenses payable in accordance with Section 9.03(d)(ii) of the Merger Agreement and (iii) any monetary damages that may be due and owing in connection with a Pre-Closing Damages Proceeding in accordance with Section 9.03(e) of the Merger Agreement; provided, however, that the maximum aggregate amount payable in respect of clause (a) by the Guarantors under this Limited Guaranty shall not exceed an amount equal to the sum of the Parent Termination Fee and any such costs and expenses described in clause (ii) (the “Cap”), and (b) the payment obligations under Section 8 of this Limited Guaranty (each of the Owner Participantclause (a) and clause (b), a “Guaranteed Obligation” and, collectively, the Owner Trustee“Guaranteed Obligations”). The parties agree that this Limited Guaranty may not be enforced against the Guarantors without giving full and absolute effect to the Cap. The Company hereby agrees that in no event shall the Guarantors be required to pay to any person under, Trust in respect of, or in connection with this Limited Guaranty, more than the Cap plus any amounts due and owing under Section 8 of this Limited Guaranty. Notwithstanding anything to the contrary contained in this Limited Guaranty, the Merger Agreement, the Equity Commitment Letter or any other document or instrument delivered in connection herewith or therewith or otherwise, the Company hereby agrees, that to the extent Parent is relieved of all or any portion of its payment or performance obligations under the Merger Agreement, by indefeasible satisfaction or waiver thereof or pursuant to any other agreement with the Company, the Indenture TrusteeGuarantors shall be similarly relieved, to such extent, of their respective obligations under this Limited Guaranty. Except as set forth in the Equity Commitment Letter, the Pass Through Trustee and Guarantors shall not have any obligation or liability to any person relating to, arising out of or in connection with, this Limited Guaranty or the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party") the full and punctual payment of all amounts payable by the Lessee under Sections 7.1 and 7.2 of this Merger Agreement (all such obligations being hereinafter referred to other than as the "Guaranteed Obligations"). Upon failure by the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreementsexpressly set forth herein. All payments by Trinity under this guaranty hereunder shall be made on in lawful money of the same basis as payments by the Lessee under the Operative AgreementsUnited States, in immediately available funds. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled If Parent fails to require, before pay all or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance any portion of the Guaranteed Obligations by Trinity hereunderwhen due under the Merger Agreement, or then the Guarantors’ liability to the Company hereunder in respect of such applicable Guaranteed Obligations shall, at the Company’s option, become immediately due and payable, and the Company may at any time thereafterand from time to time, that at the Company’s option, take any Person: (a) file suit and all actions available hereunder or proceed under applicable law to obtain or assert a claim for personal judgment against Lessee or any other Person that may be liable for any collect the Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Guaranteed Obligation Obligations from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed ObligationGuarantors.

Limited Guaranty. Trinity hereby irrevocably (a) To induce the Guaranteed Party to enter into an Agreement and unconditionally guarantees for the benefit Plan of each Merger, dated as of the Owner Participantdate of this Limited Guaranty (as amended, restated, supplemented or otherwise modified from time to time, the Owner Trustee“Merger Agreement”), Trust Companyby and among Simcere Holding Limited, a Cayman Islands company (“Parent”), Simcere Acquisition Limited, a Cayman Islands company (“Merger Sub”) and the Guaranteed Party, pursuant to which Merger Sub will merge with and into the Guaranteed Party, with the Guaranteed Party surviving the merger as a wholly owned subsidiary of Parent, the Indenture TrusteeGuarantor, intending to be legally bound, hereby absolutely, unconditionally and irrevocably guarantees to the Guaranteed Party, as the primary obligor and not merely as surety, on the terms and subject to the conditions herein, the Pass Through Trustee and the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party") the full due and punctual payment, performance and discharge of 56.45% of the payment obligations of all amounts payable by Parent to the Lessee Guaranteed Party under Sections 7.1 8.5(c), 8.5(d) and 7.2 6.14 of this the Merger Agreement as and when due (all such obligations being hereinafter referred to as the "“Guaranteed Obligations"”). Upon failure by , provided, that in no event shall the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity Guarantor’s liability under this guaranty shall be made on Limited Guaranty exceed an amount equal to (a) US$1,693,500 (the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance “Maximum Amount”) minus (b) any portion of the Guaranteed Obligations actually paid by Trinity hereunderParent or Merger Sub in accordance with the terms hereof and under the Merger Agreement; provided, or at any time thereafterfurther, that any Person: (athe Guarantor shall have no obligations with respect to the payment obligations of Parent under Sections 8.5(d) file suit and 6.14 unless the underlying expenses are evidenced by invoice or proceed other written evidence, in each case, to obtain or assert a claim for personal judgment against Lessee or any other Person that the reasonable satisfaction of the Guarantor. This Limited Guaranty may be liable enforced for the payment of money only. All payments hereunder shall be made in United States dollars, in immediately available funds. The Guarantor shall make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind, except as expressly provided in this Limited Guaranty. The Guarantor acknowledges that the Guaranteed Obligation; Party entered into the transactions contemplated by the Merger Agreement in reliance on this Limited Guaranty. (b) make Subject to the terms and conditions of this Limited Guaranty, if Parent fails to fully and timely discharge any other effort of the Guaranteed Obligations when due, then all of the Guarantor’s liabilities and obligations to obtain payment the Guaranteed Party hereunder in respect of the Guaranteed Obligations shall, on demand, become immediately due and payable and the Guarantor hereby agrees to promptly fully perform and discharge, or performance to cause to be promptly fully performed or discharged, any such Guaranteed Obligations. In furtherance of the foregoing, the Guarantor acknowledges that the Guaranteed Party may, in its sole discretion, bring and prosecute a separate action or actions against the Guarantor for the Guaranteed Obligations (subject to the Maximum Amount), regardless of whether any Guaranteed Obligation from Lessee action is brought against Parent, Merger Sub or any other Person Other Guarantor, or whether Parent, Merger Sub or any Other Guarantor is joined in any action or actions. The Guarantor agrees to pay all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder, but only to the extent that may be it has been finally determined by the arbitration panel in accordance with Section 11(b) that the Guarantor is liable for such for, but has failed to perform, the Guaranteed Obligation; Obligations hereunder. (c) foreclose The parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Limited Guaranty were not performed in accordance with its specific terms or were otherwise breached and further agree that the Guaranteed Party shall be entitled to an injunction, specific performance and other equitable relief against or seek the Guarantor to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert prevent breaches of this Limited Guaranty and to enforce specifically the terms and provisions hereof, in addition to any other right or remedy to which such Person it is entitled at law or in equity, and shall not be entitled required to provide any bond or other security in connection with any such order or injunction. The Guarantor further agrees not to oppose the granting of any such injunction, specific performance and other equitable relief on the basis that (i) the Guaranteed Obligation Party has an adequate remedy at law or any security (ii) an award of an injunction, specific performance or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable equitable relief is not an appropriate remedy for any Guaranteed Obligationreason at law or in equity (collectively, the “Prohibited Defenses”).

Limited Guaranty. Trinity To induce the Company to enter into the Merger Agreement, the Guarantor hereby irrevocably and unconditionally guarantees for to the benefit of each of the Owner Participant, the Owner Trustee, Trust Company, the Indenture Trusteepayment, if and when due pursuant to the terms and conditions of the Merger Agreement, of (i) the Parent Termination Fee when required to be paid by Parent pursuant to and in accordance with Section 9.03 of the Merger Agreement or (ii) all of the liabilities and obligations of Parent or Sub under the Merger Agreement (including, without limitation, Section 7.09(b), Section 7.09(c) and Section 9.03(g), and as otherwise contemplated by Section 9.02) when required to be paid by Parent or Sub pursuant to and in accordance with the Merger Agreement (clauses (i) and (ii) collectively, the Pass Through Trustee and “Guaranteed Obligations”); provided, however, that, notwithstanding anything to the Policy Provider contrary set forth in this Limited Guaranty, the Merger Agreement, the Equity Commitment Letter or any other agreement contemplated hereby or thereby, in no event shall the liability of Guarantor pursuant to this Limited Guaranty exceed $175,000,000.00 (eachthe “Maximum Liability Cap”), together with their respective permitted successors and assigns, a "it being understood that in no event shall this Limited Guaranty Party"be enforced without giving effect to the Maximum Liability Cap. The Company hereby agrees that (i) the full and punctual payment Guarantor shall in no event be required to pay an amount in excess of all amounts payable by the Lessee Maximum Liability Cap under Sections 7.1 and 7.2 or in respect of this Agreement Limited Guaranty, and (all such obligations being ii) neither the Guarantor nor any Guarantor Affiliate (as hereinafter referred defined) shall have any obligation or liability to any person relating to, arising out of or in connection with, this Limited Guaranty, other than as the "Guaranteed Obligations"). Upon failure by the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreementsexpressly set forth herein. All payments by Trinity under this guaranty hereunder shall be made on the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance in lawful money of the Guaranteed Obligations by Trinity hereunderUnited States, or at any time thereafter, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee or any other Person that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed Obligationimmediately available funds.

Limited Guaranty. Trinity (a) The Guarantor hereby absolutely, irrevocably and unconditionally guarantees for to the benefit Guaranteed Party, subject to the terms and conditions hereof, the due and punctual payment, performance and discharge of the Guaranteed Percentage (as defined below) of Parent’s obligation of (i) payment of the Parent Termination Fee (if any) to the Company, (ii) payment of any amounts if and as required pursuant to Section 6.11(c) of the Merger Agreement, and (iii) payment of any amounts if and as required pursuant to Section 8.2(e) of the Merger Agreement (the obligations contemplated by the immediately preceding clauses (i), (ii) and (iii), without regard to the Guaranteed Percentage, the “Guaranteed Obligations”). The maximum aggregate amount of liability of the Guarantor under this Limited Guaranty shall not exceed the Maximum Amount (as defined below). The Guaranteed Party hereby agrees that (A) if the Parent Termination Fee is payable pursuant to Section 8.2(c) of the Merger Agreement, the Guaranteed Obligations shall be the full and final settlement of Parent’s liability in respect of such Parent Termination Fee, (B) the Guarantor shall in no event be required to pay more than the Maximum Amount under or in respect of this Limited Guaranty, (C) the Guarantor shall not have any obligation or liability to any Person relating to, arising out of or in connection with this Limited Guaranty, the Merger Agreement, the Support Agreements, the Equity Commitment Letters or any document or instrument delivered in connection with the Merger Agreement, other than the Retained Claims (as defined below), and (D) the Guarantor’s payment obligation under this Limited Guaranty shall be reduced by an amount equal to the Guaranteed Obligations that have actually been paid by or on behalf of Parent to the Guaranteed Party (other than payment by any Other Guarantor under and pursuant to the applicable Other Guaranty) multiplied by the Guaranteed Percentage. Concurrently with the delivery of this Limited Guaranty, each of the Owner Participant, the Owner Trustee, Trust Company, the Indenture Trustee, the Pass Through Trustee and the Policy Provider parties set forth on Schedule A (each, together an “Other Guarantor”) is also entering into a limited guaranty in a form and substance substantially identical (other than for the definitions of “Guaranteed Percentage” and “Maximum Amount”) to this Limited Guaranty (each, an “Other Guaranty”) with their respective permitted successors the Guaranteed Party. For purposes of this Limited Guaranty, “Guaranteed Percentage” shall mean [•]%, and assigns, a "Guaranty Party"“Maximum Amount” shall mean (I) the full and punctual payment product of all amounts payable (A) US$[•], multiplied by (B) the Guaranteed Percentage, less (II) any amount actually paid by the Lessee under Sections 7.1 and 7.2 of this Agreement Guarantor (all such obligations being hereinafter referred or its permitted assignee pursuant to as Section 14) to the "Guaranteed Obligations"). Upon failure by the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed Party in the manner specified in the Operative Agreements. All payments by Trinity under this guaranty shall be made on the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance respect of the Guaranteed Obligations by Trinity hereunder, or at any time thereafter, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee or any other Person that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed ObligationObligations.

Limited Guaranty. Trinity (a) To induce the Guaranteed Party to enter into an Agreement and Plan of Merger, dated as of the date of this Limited Guaranty (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among New Sihitech Limited, a British Virgin Islands company (“Parent”), New Sihitech Acquisition Limited, a British Virgin Islands company (“Merger Sub”) and the Guaranteed Party pursuant to which Merger Sub will merge with and into the Guaranteed Party, with the Guaranteed Party surviving the merger as a wholly owned subsidiary of Parent, the Guarantor, intending to be legally bound, hereby absolutely, unconditionally and irrevocably guarantees to the Guaranteed Party, as the primary obligor and unconditionally guarantees not merely as surety, on the terms and subject to the conditions herein, the due and punctual payment, performance and discharge of an amount equal to the entire payment obligations of Parent to the Guaranteed Party under Section 8.3(b) of the Merger Agreement as and when due (the “Guaranteed Obligations”), provided that in no event shall the Guaranteed Obligations exceed US$2,000,000 (the “Maximum Amount”). This Limited Guaranty may be enforced for the benefit of each of the Owner Participant, the Owner Trustee, Trust Company, the Indenture Trustee, the Pass Through Trustee and the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party") the full and punctual payment of all amounts payable by the Lessee under Sections 7.1 and 7.2 of this Agreement (all such obligations being hereinafter referred to as the "Guaranteed Obligations"). Upon failure by the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreementsmoney only. All payments by Trinity under this guaranty hereunder shall be made on in lawful money of the same basis United States, in immediately available funds. The Guarantor shall make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind, except as payments expressly provided in this Limited Guaranty. The Guarantor acknowledges that the Guaranteed Party entered into the transactions contemplated by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment Merger Agreement in reliance on this Limited Guaranty. (b) If Parent fails to fully and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance timely discharge any of the Guaranteed Obligations by Trinity hereunderwhen due, then all of the Guarantor’s liabilities and obligations to the Guaranteed Party hereunder in respect of the Guaranteed Obligations shall, on demand, become immediately due and payable and the Guarantor hereby agrees to promptly fully perform and discharge, or at to cause to be promptly fully performed or discharged, any time thereafter, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee or any other Person that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; Obligations. In furtherance of the foregoing, the Guarantor acknowledges that the Guaranteed Party may, in its sole discretion, bring and prosecute a separate action or actions against the Guarantor for the Guaranteed Obligations, regardless of whether any action is brought against Parent or Merger Sub. The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder. (c) foreclose The parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Limited Guaranty were not performed in accordance with its specific terms or were otherwise breached and further agree that the Guaranteed Party shall be entitled to an injunction, specific performance and other equitable relief against or seek the Guarantor to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert prevent breaches of this Limited Guaranty and to enforce specifically the terms and provisions hereof, in addition to any other right or remedy to which such Person it is entitled at law or in equity, and shall not be entitled required to provide any bond or other security in connection with any such order or injunction. The Guarantor further agrees not to oppose the granting of any such injunction, specific performance and other equitable relief on the basis that (i) the Guaranteed Obligation Party has an adequate remedy at law or any security (ii) an award of an injunction, specific performance or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable equitable relief is not an appropriate remedy for any Guaranteed Obligationreason at law or equity (collectively, the “Prohibited Defense”).

Limited Guaranty. Trinity hereby irrevocably In order to induce Tenant to enter into this Lease and unconditionally guarantees for as a condition precedent of Landlord's obligations under this Lease, Tenant requires that all of Landlord's obligations under this Lease pertaining to the benefit of each initial construction of the Owner ParticipantPremises, including without limitation completion of the Owner Trusteeobligations under the RAPs (collectively, Trust Company, the Indenture Trustee, the Pass Through Trustee and the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party") the full and punctual payment of all amounts payable by the Lessee under Sections 7.1 and 7.2 of this Agreement (all such obligations being hereinafter referred to as the "Guaranteed Obligations") be secured by a guaranty executed by Limited Guarantor in favor of Tenant. The Limited Guarantor, by its execution of the Lease, hereby guaranties the Guaranteed Obligations, but shall not otherwise be responsible for any of Landlord's obligations under this Lease except as otherwise provided below. Limited Guarantor agrees that in the event of any default by Landlord under the Lease with respect to the Guaranteed Obligations, the Limited Guarantor shall immediately upon written demand by Tenant, commence and diligently pursue to completion, the Guaranteed Obligations subject to and in accordance with the terms of the Lease. In addition, in the event that the Lease is terminated due to a default by Landlord under the Developer's Agreement (and provided that such default is not due to a default by Tenant under this Lease), then Tenant shall have a claim against Limited Guarantor for all losses suffered by Tenant as a result of such termination and may pursue as against Limited Guarantor all rights and remedies available to Tenant in law or in equity. Upon failure by the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity under this guaranty shall be made on the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance Substantial Completion of the Guaranteed Obligations by Trinity hereunderthe Landlord in accordance with the terms of this Lease, or at any time thereafter, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee or any other Person that may the foregoing limited guaranty shall terminate and be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed Obligationno further force and effect.

Limited Guaranty. Trinity (a) The Guarantor hereby unconditionally and irrevocably guarantees to each Beneficiary the prompt payment of the Borrower’s Secured Obligations under the Credit Agreement in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), up to a maximum of ten percent (10%) of the Aggregate Exposure as of the relevant date of determination (the “Guaranteed Credit Obligations”). (b) For the avoidance of doubt, this guaranty is a guaranty of payment of the Borrower’s Secured Obligations (to the extent of the Guaranteed Credit Obligations) under the Credit Agreement and not of collection of the Purchased Receivables and is a continuing guaranty and shall apply to all of the Borrower’s Secured Obligations under the Credit Agreement whenever arising. (c) If the Borrower fails to pay any of the Secured Obligations when and as due in accordance with the Credit Agreement, then the Guarantor irrevocably and unconditionally guarantees for agrees that it shall, after the benefit expiry of each any grace period applicable to the Secured Obligations in accordance with the Credit Agreement, immediately pay to the relevant Beneficiaries, in immediately available funds, any such Secured Obligations (to the extent of the Owner ParticipantGuaranteed Credit Obligations), in each case, without demand or notice of any nature (other than as expressly provided herein), all of which are hereby expressly waived by Guarantor. (d) In the Owner Trustee, Trust Company, event that acceleration of the Indenture Trustee, the Pass Through Trustee and the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party") the full and punctual time for payment of any of the Borrower’s Secured Obligations under the Credit Agreement is stayed upon the insolvency, bankruptcy or reorganization of the Borrower or for any other reason with respect to the Borrower, all such amounts then due and owing with respect to the Borrower’s Secured Obligations under the Credit Agreement or any other agreement evidencing, securing or otherwise executed in connection with the Borrower’s Secured Obligations under the Credit Agreement, shall if not paid or performed by the Borrower be immediately due and payable by the Lessee under Sections 7.1 and 7.2 of this Agreement Guarantor (all such obligations being hereinafter referred to as the "Guaranteed Obligations"). Upon failure by the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity under this guaranty shall be made on the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance extent of the Guaranteed Obligations by Trinity hereunder, or at any time thereafter, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee or any other Person that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor or Credit Obligations). (e) assert The Guarantor further agrees that, to the extent that any Person makes a payment or file any claim against payments to the assets of Lessee Administrative Agent or any Lender in respect of any Secured Obligations of the Borrower under the Credit Agreement, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to such Person or to the estate, trustee, or receiver of such Person or to any other Person liable for party, including, without limitation, the Guarantor, under any Guaranteed Obligationbankruptcy, insolvency or similar state, provincial or federal law in Canada or the United States, common law or equitable cause, then, to the extent of such payment or repayment, the Borrower’s Secured Obligations under the Credit Agreement or any part thereof which has been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the date such initial payment, reduction or satisfaction occurred.

Limited Guaranty. Trinity Subject to the terms and conditions of this Limited Guaranty, the Guarantor hereby irrevocably and unconditionally guarantees for guaranties to the benefit of each of the Owner Participant, the Owner Trustee, Trust Company, the Indenture Trusteepayment, if and when due, but only up to the Pass Through Trustee Maximum Amount (as defined below), of Parent's and Buyer's obligation to (a) pay the Policy Provider Parent Termination Fee or the Parent Expense Fee, in each case solely to the extent such obligations are payable pursuant to Section 9.2(c) of the Merger Agreement following a termination of the Merger Agreement, and (eachb) fund the Purchase Price in connection with a consummation of the Contemplated Transactions, together with their respective permitted successors solely to the extent such Purchase Price is due and assigns, a "Guaranty Party") payable pursuant to the full terms and punctual payment conditions of all amounts payable by the Lessee under Sections 7.1 and 7.2 of this Merger Agreement (which shall not have been terminated prior to such time, and including without limitation the obligation that all of the conditions to Parent and Buyer's obligations to consummate the Contemplated Transactions set forth in the Merger Agreement must be satisfied prior to such obligations being hereinafter referred funding (other than such conditions which by their nature are to as be satisfied at the Closing but subject to the satisfaction of those conditions)) (collectively, the "Guaranteed Obligations"); provided that in no event shall Guarantor's aggregate liability under this Limited Guaranty in respect of Guaranteed Obligations exceed an aggregate amount equal to the Purchase Price (the "Maximum Amount"), it being understood that this Limited Guaranty may not be enforced against the Guarantor without giving effect to the Maximum Amount; provided, further, that this Limited Guaranty will expire and will have no further force or effect, and the shareholders of the Company (the "Shareholders")), the Company and their respective Affiliates will have no rights hereunder, upon termination of the obligations and liabilities of the Guarantor hereunder in accordance with Section 6 below. Upon failure by The Company hereby agrees that the Lessee Guarantor shall not in any event be required to pay punctually more than the Maximum Amount under or perform in respect of this Limited Guaranty or have any Guaranteed Obligationobligation or liability to any Person relating to, Trinity shall forthwith on demand arising out of or in connection with, this Limited Guaranty, other than as expressly set forth herein. If Parent and Buyer fail or refuse to pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity under this guaranty shall be made on the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance any of the Guaranteed Obligations by Trinity hereunderwhen due in accordance with the terms of the Merger Agreement, the Guarantor shall immediately pay, or at any time thereaftercause to be paid, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee or any other Person that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment or performance such amounts free and clear of any Guaranteed Obligation from Lessee deduction, offset, defense, claim or counterclaim of any other Person that may kind, except as expressly provided herein. All payments hereunder shall be liable for made in lawful money of the United States, in immediately available funds. For the avoidance of doubt, Guarantor's obligation to fund the Purchase Price or otherwise pay amounts in excess of the Parent Termination Fee pursuant to this Limited Guaranty shall only be in respect of a closing of the Contemplated Transactions and not in respect of a damages judgment or order (unless such Guaranteed Obligation; (c) foreclose against or seek closing occurs pursuant to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed Obligationorder).

Limited Guaranty. Trinity hereby irrevocably (a) To induce the Guaranteed Party to enter into an Agreement and unconditionally guarantees for the benefit Plan of each Merger, dated as of the Owner Participantdate of this Limited Guaranty (as amended, restated, supplemented or otherwise modified from time to time, the Owner Trustee“Merger Agreement”), Trust Companyby and among Simcere Holding Limited, a Cayman Islands company (“Parent”), Simcere Acquisition Limited, a Cayman Islands company (“Merger Sub”) and the Guaranteed Party, pursuant to which Merger Sub will merge with and into the Guaranteed Party, with the Guaranteed Party surviving the merger as a wholly owned subsidiary of Parent, the Indenture TrusteeGuarantor, intending to be legally bound, hereby absolutely, unconditionally and irrevocably guarantees to the Guaranteed Party, as the primary obligor and not merely as surety, on the terms and subject to the conditions herein, the Pass Through Trustee and the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party") the full due and punctual payment, performance and discharge of 25.00% of the payment obligations of all amounts payable by Parent to the Lessee Guaranteed Party under Sections 7.1 8.5(c), 8.5(d) and 7.2 6.14 of this the Merger Agreement as and when due (all such obligations being hereinafter referred to as the "“Guaranteed Obligations"”). Upon failure by , provided, that in no event shall the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity Guarantor’s liability under this guaranty shall be made on Limited Guaranty exceed an amount equal to (a) US$750,000 (the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance “Maximum Amount”) minus (b) any portion of the Guaranteed Obligations actually paid by Trinity hereunderParent or Merger Sub in accordance with the terms hereof and under the Merger Agreement; provided, or at any time thereafterfurther, that any Person: (athe Guarantor shall have no obligations with respect to the payment obligations of Parent under Sections 8.5(d) file suit and 6.14 unless the underlying expenses are evidenced by invoice or proceed other written evidence, in each case, to obtain or assert a claim for personal judgment against Lessee or any other Person that the reasonable satisfaction of the Guarantor. This Limited Guaranty may be liable enforced for the payment of money only. All payments hereunder shall be made in United States dollars, in immediately available funds. The Guarantor shall make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind, except as expressly provided in this Limited Guaranty. The Guarantor acknowledges that the Guaranteed Obligation; Party entered into the transactions contemplated by the Merger Agreement in reliance on this Limited Guaranty. (b) make Subject to the terms and conditions of this Limited Guaranty, if Parent fails to fully and timely discharge any other effort of the Guaranteed Obligations when due, then all of the Guarantor’s liabilities and obligations to obtain payment the Guaranteed Party hereunder in respect of the Guaranteed Obligations shall, on demand, become immediately due and payable and the Guarantor hereby agrees to promptly fully perform and discharge, or performance to cause to be promptly fully performed or discharged, any such Guaranteed Obligations. In furtherance of the foregoing, the Guarantor acknowledges that the Guaranteed Party may, in its sole discretion, bring and prosecute a separate action or actions against the Guarantor for the Guaranteed Obligations (subject to the Maximum Amount), regardless of whether any Guaranteed Obligation from Lessee action is brought against Parent, Merger Sub or any other Person Other Guarantor, or whether Parent, Merger Sub or any Other Guarantor is joined in any action or actions. The Guarantor agrees to pay all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder, but only to the extent that may be it has been finally determined by the arbitration panel in accordance with Section 11(b) that the Guarantor is liable for such for, but has failed to perform, the Guaranteed Obligation; Obligations hereunder. (c) foreclose The parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Limited Guaranty were not performed in accordance with its specific terms or were otherwise breached and further agree that the Guaranteed Party shall be entitled to an injunction, specific performance and other equitable relief against or seek the Guarantor to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert prevent breaches of this Limited Guaranty and to enforce specifically the terms and provisions hereof, in addition to any other right or remedy to which such Person it is entitled at law or in equity, and shall not be entitled required to provide any bond or other security in connection with any such order or injunction. The Guarantor further agrees not to oppose the granting of any such injunction, specific performance and other equitable relief on the basis that (i) the Guaranteed Obligation Party has an adequate remedy at law or any security (ii) an award of an injunction, specific performance or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable equitable relief is not an appropriate remedy for any Guaranteed Obligationreason at law or in equity (collectively, the “Prohibited Defenses”).

Limited Guaranty. Trinity (a) To induce the Guaranteed Party to enter into an Agreement and Plan of Merger, dated as of the date of this Limited Guaranty (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Golden Bridge Holdings Limited, a Cayman Islands exempted company (“Parent”), Golden Bridge Merger Sub Limited, a Delaware corporation (“Merger Sub”) and the Guaranteed Party, pursuant to which Merger Sub will merge with and into the Guaranteed Party, with the Guaranteed Party surviving the merger as a wholly owned subsidiary of Parent, the Guarantor, intending to be legally bound, hereby absolutely, unconditionally and irrevocably guarantees to the Guaranteed Party, as the primary obligor and unconditionally guarantees not merely as surety, on the terms and subject to the conditions herein, the due and punctual payment, performance and discharge of an amount equal to 60.61% of the unpaid payment obligations of Parent to the Guaranteed Party under Section 8.3(c) of the Merger Agreement as and when due (the “Guaranteed Obligations”), which percentage is equal to the percentage of the planned equity participation of the Guarantor in the Merger, provided, that in no event shall the Guaranteed Obligations exclusive of reimbursement of expenses, if applicable, pursuant to Section 1(c) of this Limited Guaranty and subject to adjustment under Section 5 (No Subrogation) below exceed US$7,576,250 (the “Maximum Amount”); provided, further, that in the event China Wealth Growth Fund I L.P., as guarantor under that certain Limited Guaranty, dated as of the date hereof, by China Wealth Growth Fund I L.P. in favor of the Guaranteed Party (the “China Wealth Limited Guaranty”), shall have failed to make any payment due to the Guaranteed Party in accordance with the China Wealth Limited Guaranty, the Guarantor shall make the same payment to the Guaranteed Party (exclusive of reimbursement of expenses). This Limited Guaranty may be enforced for the benefit of each of the Owner Participant, the Owner Trustee, Trust Company, the Indenture Trustee, the Pass Through Trustee and the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party") the full and punctual payment of all amounts payable by the Lessee under Sections 7.1 and 7.2 of this Agreement (all such obligations being hereinafter referred to as the "Guaranteed Obligations"). Upon failure by the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreementsmoney only. All payments by Trinity under this guaranty hereunder shall be made on in lawful money of the same basis United States, in immediately available funds. The Guarantor shall make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind, except as payments expressly provided in this Limited Guaranty. The Guarantor acknowledges that the Guaranteed Party entered into the transactions contemplated by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment Merger Agreement in reliance on this Limited Guaranty. (b) If Parent fails to fully and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance timely discharge any of the Guaranteed Obligations by Trinity hereunderwhen due, then all of the Guarantor’s liabilities and obligations to the Guaranteed Party hereunder in respect of the Guaranteed Obligations shall, on demand, become immediately due and payable and the Guarantor hereby agrees to promptly fully perform and discharge, or at to cause to be promptly fully performed or discharged, any time thereafter, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee or any other Person that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; Obligations. In furtherance of the foregoing, the Guarantor acknowledges that the Guaranteed Party may, in its sole discretion, bring and prosecute a separate action or actions against the Guarantor for the Guaranteed Obligations, regardless of whether any action is brought against Parent or Merger Sub. (c) foreclose against or seek The Guarantor agrees to realize upon any security now or hereafter existing for such pay on demand all reasonable and documentedout-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Obligation; Party in connection with the enforcement of its rights hereunder. (d) exercise The parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Limited Guaranty were not performed in accordance with its specific terms or assert were otherwise breached and further agree that the Guaranteed Party shall be entitled to an injunction, specific performance and other equitable relief against the Guarantor to prevent breaches of this Limited Guaranty and to enforce specifically the terms and provisions hereof, in addition to any other right or remedy to which such Person it is entitled at law or in equity, and shall not be entitled required to provide any bond or other security in connection with any such order or injunction. The Guarantor further agrees not to oppose the granting of any such injunction, specific performance and other equitable relief on the basis that (x) the Guaranteed Obligation Party has an adequate remedy at law or any security (y) an award of an injunction, specific performance or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable equitable relief is not an appropriate remedy for any Guaranteed Obligationreason at law or equity (collectively, the “Prohibited Defenses”).

Limited Guaranty. Trinity The Guarantors hereby irrevocably and unconditionally guarantees for guarantee to the benefit of each of the Owner Participant, the Owner Trustee, Trust Company, the Indenture Trusteepayment, if and when due, of 53.02% (the “Guaranteed Percentage”) of the payment obligations of Parent with respect to (i) the Parent Termination Fee pursuant to Section 7.5(c) of the Merger Agreement and (ii) any damages payable by Parent and Sub pursuant to Section 9.2 of the Merger Agreement, in each case subject to the terms and limitations of Section 9.2 of the Merger Agreement (collectively, the Pass Through Trustee “Guaranteed Obligations”); provided that in no event shall Guarantors’ liability under this Limited Guaranty exceed $154,818,400 in the aggregate (the “Maximum Amount”), and provided, further, that this Guaranty will expire and will have no further force or effect, and the Policy Provider (eachCompany and its Affiliates will have no rights hereunder, together with their respective permitted successors and assigns, a "Guaranty Party") in the full and punctual payment of all amounts payable by event that the Lessee Closing occurs. The Company hereby agrees that the Guarantors shall in no event be required to pay more than the Maximum Amount under Sections 7.1 and 7.2 or in respect of this Agreement Limited Guaranty and that no Guarantor or Guarantor’s Affiliate (all such obligations being as hereinafter referred defined) shall have any obligation or liability to any Person relating to, arising out of or in connection with, this Limited Guaranty, other than as expressly set forth herein. The Company further acknowledges that in the "event that Parent or Sub has any unsatisfied Guaranteed Obligations"). Upon failure by the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity under this guaranty shall be made on the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance of the Guaranteed Percentage of such unsatisfied Guaranteed Obligations by Trinity hereunder, Guarantor (or at any time thereafter, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee or by any other Person that may be liable for any Guaranteed Obligation; (bPerson, including Parent or Sub, on behalf of Guarantor) make any other effort to obtain payment or performance shall constitute satisfaction in full of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection Guarantor’s obligation with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed Obligationrespect thereto.

Limited Guaranty. Trinity To induce the Company to enter into the Merger Agreement, the Guarantor hereby expressly, absolutely, irrevocably and unconditionally guarantees for (as primary obligor and not merely as a surety) to the benefit Company the due and punctual payment by Parent to the Company of each (i) the Parent Termination Fee on the terms and subject to the conditions set forth in Section 8.3(c) of the Owner Participant, Merger Agreement (the Owner Trustee, Trust Company, “Parent Termination Fee Obligations”) and (ii) all of the Indenture Trustee, liabilities and obligations of Parent or Merger Sub under the Pass Through Trustee Merger Agreement (including any reimbursement or indemnification obligations pursuant to Section 6.11(b) thereof) when required to be paid by Parent or Merger Sub pursuant to and in accordance with the Policy Provider Merger Agreement (eachthe “Other Obligations” and, together with their respective permitted successors the Parent Termination Fee Obligations, the “Guaranteed Obligations”); provided that, notwithstanding anything to the contrary set forth in this Limited Guaranty, the Merger Agreement, the Equity Funding Letter or any other agreement contemplated hereby or thereby, the Company and assignsthe Guarantor agree that in no event shall the aggregate liability of the Guarantor hereunder exceed the Parent Liability Limitation, and that the Guarantor shall in no event be required to pay more than the Parent Liability Limitation under or in respect of this Limited Guaranty, or otherwise have any liability hereunder relating to, arising out of or in connection with the Merger Agreement and the transactions contemplated thereby or any other circumstance. The Guarantor shall, upon the written request of the Company (a "Guaranty Party"“Performance Demand”), promptly and in any event within ten (10) business days (as such term is defined in the Merger Agreement), pay such Guaranteed Obligations in full. Guarantor acknowledges and agrees that (a) Parent is delivering a copy of Equity Funding Letter to the Company and that the Company is relying on the obligations and commitments of Guarantor under the Equity Funding Letter in connection with the Company’s decision to enter into and consummate the transactions contemplated by the Merger Agreement, (b) the full provisions set forth in Section 8.3 of the Merger Agreement and punctual this Limited Guaranty (i) are not intended to and do not adequately compensate for the harm that would result from a breach of the Merger Agreement or a breach of Guarantor’s obligations to fund the Commitment (as defined in the Equity Funding Letter) in accordance with the terms of the Equity Funding Letter and (ii) shall not be construed to diminish or otherwise impair in any respect the Company’s right to specific enforcement, to cause Parent and Merger Sub to cause, or to directly cause, Guarantor to fund, directly or indirectly, the Commitment under the Equity Funding Letter, and to cause Parent and Merger Sub to consummate the transactions contemplated by the Merger Agreement under Section 9.5(b) of the Merger Agreement and (c) the right of specific performance under the Equity Funding Letter and Section 9.5(b) of the Merger Agreement are an integral part of the transactions contemplated by the Merger Agreement and without those rights, the Company would not have entered into the Merger Agreement. For the avoidance of doubt, the remedies available to the Company under Section 9.5(b) of the Merger Agreement and the Equity Funding Letter shall be in addition to any other remedy to which the Company is entitled, and the election to pursue any injunction or specific performance under Section 9.5(b) of the Merger Agreement and/or the Equity Funding Letter shall not restrict, impair or otherwise limit the Company from, in the alternative, terminating the Merger Agreement in accordance with Section 8.3(c) and collecting the Parent Termination Fee and the other Guaranteed Obligations under Section 6.11(b) of the Merger Agreement and this Limited Guaranty; provided, that under no circumstances shall the Company be permitted or entitled to receive both a grant of specific performance under Section 9.5(b) of the Merger Agreement and payment of all amounts payable by the Lessee under Sections 7.1 Parent Termination Fee and 7.2 of this Agreement (all such obligations being hereinafter referred to as the "other Guaranteed Obligations"). Upon failure by the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity under this guaranty hereunder shall be made on the same basis as payments in cash by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty wire transfer of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance of the Guaranteed Obligations by Trinity hereunder, or at any time thereafter, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee or any other Person that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed Obligationimmediately available funds.

Limited Guaranty. Trinity hereby irrevocably (a) To induce the Guaranteed Party to enter into that certain Agreement and unconditionally guarantees for Plan of Merger, dated as of the benefit date hereof (as it may be amended, supplemented or modified from time to time, the “Merger Agreement”), by and among the Guaranteed Party, Keypath Intermediate, LLC, a Delaware limited liability company (“Parent”), and Keypath Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), each of the Owner ParticipantGuarantors hereby absolutely, unconditionally and irrevocably guarantees (as primary obligor and not merely as a surety), severally (and not jointly or jointly and severally), subject to the limitations contained herein, the Owner Trusteedue, Trust Company, the Indenture Trustee, the Pass Through Trustee punctual and the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party") the full and punctual complete payment of all amounts payable by the Lessee under Sections 7.1 and 7.2 of this Agreement (all such obligations being hereinafter referred to as the "Guaranteed Obligations"). Upon failure by the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity under this guaranty shall be made on the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance of the Guaranteed Obligations by Trinity hereunder, or at any time thereafter, that any Person: (a) file suit any monetary damages payable by Parent or proceed Merger Sub to obtain or assert a claim for personal judgment against Lessee or any other Person that may be liable for any the Guaranteed Obligation; Party pursuant to, and subject to the terms and conditions set forth in, Section 7.2(a) of the Merger Agreement, (b) make any other effort amounts owed to obtain payment or performance of any the Guaranteed Obligation from Lessee Party by Parent, Merger Sub or any other Person that may be liable for such Guaranteed Obligation; of their Affiliates pursuant to, and subject to the terms and conditions set forth in, Section 7.3(b) of the Merger Agreement, (c) foreclose against or seek the indemnification and expense reimbursement obligations of Parent to realize upon any security now or hereafter existing for such the Guaranteed Obligation; Party pursuant to, and in accordance with, Section 5.20(f) of the Merger Agreement, (d) exercise or assert any other right or remedy to which such Person is or be entitled all costs and expenses (including attorneys’ fees and expenses) reasonably incurred by the Guaranteed Party in connection with any Guaranteed Obligation the enforcement of its rights under Section 8.5 of the Merger Agreement that results in a judgment against Parent, Merger Sub or any security or other guaranty therefor or the Guarantors; and (e) assert the costs of collection and reasonable expenses (including attorneys’ fees) incurred by the Guaranteed Party in connection with the Guaranteed Party’s enforcement of its rights under this Limited Guaranty, in a maximum aggregate amount of any such payments required to be made pursuant to this Section 1 equal to the Parent Damages Cap (collectively, the “Obligation”); provided, that in no event shall any Guarantor’s liability with respect to any Obligation exceed such Guarantor’s Maximum Guarantor Percentage of the Obligation. For purposes of this Limited Guaranty, “Maximum Guarantor Percentage” means, with respect to each Guarantor, the percentage set forth opposite such Guarantor’s name on Schedule A hereto. If Parent or file Merger Sub fails to pay and discharge all or any portion of the Obligation when due and payable (as determined by a final and non-appealable judgment of a court of competent jurisdiction), upon the Guaranteed Party’s demand each Guarantor shall immediately pay, or cause to be paid, to the Guaranteed Party its Maximum Guarantor Percentage of such Obligation. The Guaranteed Party may not bring a claim against any Guarantor under or in respect of this Limited Guaranty unless and until the assets of Lessee or any other Person liable for any Guaranteed Obligation.Merger Agreement has been validly terminated in accordance with Section 7.1

Limited Guaranty. Trinity To induce the Company to enter into the Merger Agreement, the Guarantors, in accordance with their respective Pro Rata Percentages (as hereinafter defined), hereby expressly, absolutely, irrevocably and unconditionally guarantees for guarantee to the benefit Company, subject to the terms and conditions hereof, the due and punctual observance, performance and discharge of payment of (a) the aggregate amount of the Parent Termination Fee solely if and when any of the Parent Termination Fee is payable pursuant to Section 9.5(c) of the Merger Agreement, (b) the expense reimbursement obligations of Parent pursuant to Section 7.13(e)(ii) of the Merger Agreement and (c) any amounts due by Parent pursuant to Section 9.5(d)(ii) (the Parent Termination Fee described in clause (a) hereof and the obligations described in clauses (b) and (c) hereof, collectively the “Guaranteed Obligations”); provided, that this Limited Guaranty will expire and will have no further force or effect, and the Company will have no rights hereunder, upon termination of the obligations and liabilities of the Guarantor hereunder in accordance with Section 6 hereof. Notwithstanding anything to the contrary in this Limited Guaranty, the maximum aggregate liability of the Guarantors under this Limited Guaranty shall not exceed $42,563,701.75 (the “Maximum Amount”); it being agreed by Parent that this Limited Guaranty may not be enforced against the Guarantors without giving effect to the Maximum Amount. The Company (on behalf of its controlled Affiliates, directors and officers) hereby agrees that (i) the Guarantors shall in no event collectively be required to pay more than the Maximum Amount (or, in the case of each Guarantor, its Pro Rata Percentage (as hereinafter defined) of the Owner Participant, the Owner Trustee, Trust Company, the Indenture Trustee, the Pass Through Trustee and the Policy Provider Maximum Amount) or make any payment (each, together with their respective permitted successors and assigns, a "Guaranty Party") the full and punctual other than payment of all amounts payable by the Lessee under Sections 7.1 and 7.2 of this Agreement (all such obligations being hereinafter referred to as the "Guaranteed Obligations"). Upon failure by the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity under this guaranty shall be made on the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance of the Guaranteed Obligations Obligations) pursuant to this Limited Guaranty (with it being understood and agreed that, in circumstances where the Parent Termination Fee is due and payable by Trinity hereunderParent, Parent shall have no other payment obligations to the Company, to the extent so provided in the Merger Agreement and subject to Section 9.5(d)(ii) thereof, and this Limited Guaranty shall be construed accordingly), (ii) that no Guarantor or at any time thereafterof its Guarantor Affiliates (as hereinafter defined) shall have any obligation or liability to any Person relating to, arising out of or in connection with, this Limited Guaranty (other than for the Guaranteed Obligations), and (iii) this Limited Guaranty may not be enforced against the Guarantors without giving effect to these limitations (with it being understood and agreed that such limitations are an integral part of each Guarantor executing and delivering this Limited Guaranty and no Guarantor would have delivered this Limited Guaranty if such limitations were not given full force and effect); provided, that any Person: notwithstanding anything to the contrary herein, the foregoing shall not limit the Company’s rights under the Equity Commitment Letter (a) file suit or proceed subject to obtain or assert a claim for personal judgment against Lessee or any other Person that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed Obligationlimitations set forth therein).

Limited Guaranty. Trinity hereby irrevocably (a) (i) To induce the Company to enter into the Agreement and unconditionally guarantees for the benefit Plan of each Merger dated as of the Owner Participantdate hereof (as amended, supplemented or otherwise modified from time to time, the Owner Trustee“Merger Agreement”), Trust by and among Exchange Parent Corp., a Delaware corporation (“Parent”), Exchange Merger Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“MergerSub”) and the Company, pursuant to which MergerSub shall merge with and into the Indenture TrusteeCompany, Limited Guarantor absolutely, unconditionally and irrevocably guarantees to the Pass Through Trustee Company the due, punctual and faithful payment by, and the Policy Provider observance, performance and discharge of, all of the payment obligations of Parent and MergerSub (each, together with their respective permitted successors and assigns, a "Guaranty Party") the full and punctual including payment of all amounts payable by the Lessee under Parent Termination Fee and the expense reimbursement and payment obligations of Parent and MergerSub pursuant to Sections 7.1 8.03(c) and 7.2 11.04(c) of this the Merger Agreement) pursuant to the Merger Agreement (all such payment obligations being hereinafter referred only are, collectively, the “Obligations”); provided that, notwithstanding anything that may be deemed to the contrary contained in this Limited Guaranty, in no event shall Limited Guarantor’s aggregate liability under this Limited Guaranty exceed the sum of $45 million plus any expenses payable pursuant to, and as set forth in, Section 1(b) hereof (such sum amount, subject to the "Guaranteed Obligations"next sentence and any other limitations set forth herein, the “Cap”). Upon failure Further, the Company hereby agrees that, to the extent Parent and MergerSub are relieved of all or any portion of the Obligations by the Lessee satisfaction thereof, whether pursuant to the Merger Agreement or any other agreement with the Company or otherwise (any amount so relieved, the “Reduction Amount”), the Cap shall be reduced by an amount equal to the Reduction Amount. Capitalized terms used but not defined in this Limited Guaranty shall have the meanings assigned to such terms in the Merger Agreement. (ii) If Parent or MergerSub fails to pay punctually any of its Obligations when due, then the Obligations shall, at the Company’s option, become immediately due and payable and the Company may at any time and from time to time, at the Company’s option, and so long as Parent or MergerSub has continued to fail to perform its Obligations, take any Guaranteed Obligation, Trinity shall forthwith on demand pay and all actions available hereunder or under Applicable Law to collect Limited Guarantor’s liabilities hereunder in respect of the amount not so paid or perform Obligations (subject in all events to the obligation not so performed in the manner specified in the Operative AgreementsCap and any other limitations set forth herein). All payments by Trinity under this guaranty hereunder shall be made on the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance in lawful money of the Guaranteed Obligations by Trinity hereunderUnited States, or at any time thereafter, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee or any other Person that may be liable for any Guaranteed Obligation; in immediately available funds. (b) make Notwithstanding any other effort limitation set forth in this Limited Guaranty, if the Company brings any action or proceeding to obtain payment enforce any provision of this Limited Guaranty, the non-prevailing party in such action or performance of proceeding shall reimburse the prevailing party for any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; and all reasonable costs and expenses (cincluding attorneys’ fees) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled incurred by the prevailing party in connection with any Guaranteed Obligation such action or any security or other guaranty therefor or proceeding (e) assert or file any claim against in addition to the assets of Lessee or any other Person liable for any Guaranteed ObligationObligations, where the non-prevailing party is the Limited Guarantor).

Limited Guaranty. Trinity hereby irrevocably In order to induce Tenant to enter into this Lease and unconditionally guarantees for the benefit of each of the Owner Participant, the Owner Trustee, Trust Company, the Indenture Trustee, the Pass Through Trustee and the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party") the full and punctual payment of all amounts payable by the Lessee under Sections 7.1 and 7.2 of this Agreement (all such obligations being hereinafter referred to as the "Guaranteed Obligations"). Upon failure by the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity under this guaranty shall be made on the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition precedent of enforcing the liability of Trinity Landlord’s obligations under this Section 11 Lease, Tenant requires that all of Landlord’s obligations under this Lease pertaining to the initial construction of the Premises, including without limitation completion of the obligations under the RAPs (collectively, the “Guaranteed Obligations”) be secured by a guaranty executed by Limited Guarantor in favor of Tenant. The Limited Guarantor, by its execution of the Lease, hereby guaranties the Guaranteed Obligations, but shall not otherwise be responsible for any of Landlord’s obligations under this Lease except as otherwise provided below. Limited Guarantor agrees that in the event of any default by Landlord under the Lease with respect to the Guaranteed Obligations, the Limited Guarantor shall immediately upon written demand by Tenant, commence and diligently pursue to completion, the Guaranteed Obligations subject to and in accordance with the terms of the Lease. In addition, in the event that the Lease is terminated due to a default by Landlord under the Developer’s Agreement (and provided that such default is not due to a default by Tenant under this Lease), then Tenant shall have a claim against Limited Guarantor for all losses suffered by Tenant as a result of such termination and may pursue as against Limited Guarantor all rights and remedies available to Tenant in law or requiring payment or performance in equity. Upon Substantial Completion of the Guaranteed Obligations by Trinity hereunderthe Landlord in accordance with the terms of this Lease, or at any time thereafter, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee or any other Person that may the foregoing limited guaranty shall terminate and be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed Obligationno further force and effect.

Limited Guaranty. Trinity (a) To induce the Company to enter into the Merger Agreement, the Guarantors hereby absolutely, unconditionally and irrevocably guarantee to the Company, on the terms and unconditionally guarantees for conditions set forth herein, the benefit due and punctual payment, observance, performance and discharge of each Parent’s obligation under (A) Section 2.02(a) of the Owner ParticipantMerger Agreement to deposit with the Paying Agent cash sufficient to pay the Merger Consideration (the “Deposit Obligation”), (B) Section 6.03 of the Merger Agreement to use reasonable best efforts to consummate the transactions contemplated by the Merger Agreement and shall comply with the obligations of Parent thereunder to the same extent as if it were party thereto, (C) Section 6.10(d) of the Merger Agreement relating to expense reimbursement and indemnification obligations in connection with financing by Parent, and (D) Section 9.10 of the Merger Agreement entitling the Company to specific performance (clauses (A) through (D) collectively, the Owner Trustee, Trust Company, the Indenture Trustee, the Pass Through Trustee and the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party") the full and punctual payment of all amounts payable by the Lessee under Sections 7.1 and 7.2 of this Agreement (all such obligations being hereinafter referred to as the "“Guaranteed Obligations"”). Upon failure by the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity under this guaranty hereunder shall be made on in lawful money of the same basis as payments by the Lessee United States, in immediately available funds. (b) If Parent fails to discharge its Guaranteed Obligations when due to be paid, or otherwise performed, under the Operative Agreements. This guaranty shall constitute Merger Agreement, the Company may at any time and from time to time, at the Company’s sole discretion, take any and all actions available hereunder or under applicable Law to enforce the Guarantors’ obligations hereunder in respect of such Guaranteed Obligations, subject to the terms and conditions of this Limited Guaranty. (c) In furtherance of the foregoing, Guarantors acknowledge that, if the Guaranteed Obligations are due to be paid, or otherwise performed, pursuant to the Merger Agreement, the Company may, in its sole discretion, bring and prosecute a guaranty separate action or actions against Guarantors for the full amount of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance Guarantors’ liabilities hereunder in respect of the Guaranteed Obligations by Trinity hereunder, (subject to the terms and conditions of this Limited Guaranty) regardless of whether action is brought against Parent or at whether Parent is joined in any time thereafter, that any Person: (a) file suit such action or proceed to obtain or assert a claim for personal judgment against Lessee or any other Person that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed Obligationactions.

Limited Guaranty. Trinity hereby irrevocably (a) To induce the Guaranteed Party to enter into an Agreement and unconditionally guarantees for Plan of Merger, dated as of the benefit date of this Limited Guaranty (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Trunkbow Merger Group Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands (“Parent”), Trunkbow International Merger Sub Limited, a Nevada corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and the Guaranteed Party, pursuant to which Merger Sub will merge with and into the Guaranteed Party, with the Guaranteed Party surviving the merger as a wholly owned subsidiary of Parent, each of the Owner ParticipantGuarantors, intending to be legally bound, hereby absolutely, unconditionally and irrevocably guarantees to the Guaranteed Party, severally but not jointly, as a primary obligor and not merely as surety, on the terms and subject to the conditions herein, the Owner Trusteedue and punctual performance and discharge of his percentage, Trust Companyas set forth opposite his name on Exhibit A hereto (each such Guarantor’s “Guaranteed Percentage”), of the Indenture Trusteepayment obligations of Parent to the Guaranteed Party under Section 8.5(c) of the Merger Agreement as and when due (the “Guaranteed Obligations”), provided that in no event shall a Guarantor’s aggregate liability under this Limited Guaranty exceed such Guarantor’s Guaranteed Percentage of the Pass Through Trustee Guaranteed Obligations (the “Maximum Amount”). This Limited Guaranty shall be enforced for the payment of money only. All payments hereunder shall be made in lawful money of the United States, in immediately available funds. Each Guarantor shall make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind, except as expressly provided in this Limited Guaranty. Each Guarantor acknowledges that the Guaranteed Party entered into the Merger Agreement and the Policy Provider Transactions in reliance on this Limited Guaranty. (eachb) If Parent fails to fully and timely discharge any of the Guaranteed Obligations when due, together with their respective permitted successors then (i) each Guarantor’s liabilities and assignsobligations to the Guaranteed Party hereunder in respect of his Guaranteed Percentage of the Guaranteed Obligations shall, a "Guaranty Party"on demand, become immediately due and payable, (ii) each Guarantor hereby agrees to promptly fully perform and discharge, or to cause to be promptly fully performed or discharged, any such Guaranteed Percentage of the Guaranteed Obligations, and (iii) the full Guaranteed Party may at any time and punctual payment from time to time, at the Guaranteed Party's option, and so long as Parent or Merger Sub remains in breach of all amounts payable by the Lessee under Sections 7.1 and 7.2 of this Agreement (all such obligations being hereinafter referred to as the "Guaranteed Obligations"). Upon failure by the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand take any and all actions available hereunder or under applicable Law to collect such Guaranteed Obligation from any of the Guarantors subject to his Maximum Amount. In furtherance of the foregoing, each Guarantor acknowledges that the Guaranteed Party may, in its sole discretion, bring and prosecute a separate action or actions against such Guarantor for his Guaranteed Percentage of the Guaranteed Obligations, regardless of whether any action is brought against Parent, Merger Sub or the other Guarantor. (c) Each Guarantor agrees, severally but not jointly, to pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity under this guaranty shall be made on the same basis as payments his Guaranteed Percentage of all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Lessee under Guaranteed Party in connection with the Operative Agreements. This guaranty shall constitute a guaranty enforcement of punctual payment and not its rights hereunder if (i) any of collectionthe Guarantors asserts in any litigation or other proceeding that this Limited Guaranty is illegal, and Trinity specifically agrees that invalid or unenforceable in accordance with its terms or (ii) it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing has been finally determined by the liability of Trinity under this court in accordance with Section 11 or requiring payment or performance that any of the Guarantors is liable for, but has failed to perform, such Guarantor’s Guaranteed Percentage of the Guaranteed Obligations by Trinity hereunder. The parties agree that such amounts, or at any time thereafterif paid, that any Person: (a) file suit or proceed to obtain or assert will not be included within a claim for personal judgment against Lessee or any other Person that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment or performance determination of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; the Maximum Amount. (d) exercise The parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Limited Guaranty were not performed in accordance with its specific terms or assert were otherwise breached and further agree that the Guaranteed Party shall be entitled to an injunction, specific performance and other equitable relief against the Guarantors to prevent breaches of this Limited Guaranty and to enforce specifically the terms and provisions hereof, in addition to any other right or remedy to which such Person it is entitled at law or in equity, and shall not be entitled required to provide any bond or other security in connection with any such order or injunction. Each Guarantor further agrees not to oppose the granting of any such injunction, specific performance and other equitable relief on the basis that (i) the Guaranteed Obligation Party has an adequate remedy at Law or any security (ii) an award of an injunction, specific performance or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable equitable relief is not an appropriate remedy for any Guaranteed Obligationreason at law or equity (collectively, the “Prohibited Defenses”).

Limited Guaranty. Trinity To induce the Guaranteed Party to enter into an Agreement and Plan of Merger, dated as of the date hereof (the “Agreement”; capitalized terms used but not defined herein shall have the meanings given to such terms in the Agreement) by and among Elecor Intermediate Holding II Corporation, a Delaware corporation (“Parent”), Elecor Merger Corporation, a California corporation (“Merger Sub”) and the Guaranteed Party, pursuant to which, subject to the terms and conditions set forth therein, Merger Sub shall be merged with and into the Company at the Effective Time. Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees for to the benefit Guaranteed Party the due and punctual performance and discharge of, in the event of each a termination of the Owner ParticipantAgreement in accordance with Article IX of the Agreement, the Owner Trusteepayment obligations of Parent (i) under Section 6.13 of the Agreement or (ii) for breach by Parent of any representation, Trust Companywarranty or covenant in the Agreement prior to such termination if, as and when due under, and subject to the limitations set forth in, the Indenture TrusteeAgreement, the Pass Through Trustee and the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party") the full and punctual payment of all amounts payable by the Lessee under Sections 7.1 and 7.2 of this Agreement including Section 9.9 thereof (all such obligations being hereinafter referred to as obligations, the "Guaranteed “Payment Obligations"”). Upon failure The guarantee by Guarantor of the Lessee Payment Obligations under this Limited Guaranty may be enforced for money damages only. In no event shall Guarantor’s aggregate liability under this Limited Guaranty exceed an amount (the “Cap”) equal to $16,200,000.00, it being understood that this Limited Guaranty may not be enforced against Guarantor without giving effect to the Cap. The Guaranteed Party hereby agrees, on behalf of itself and the holders of equity interests in the Guaranteed Party, that in no event shall Guarantor be required to pay punctually any amounts to any one or more Persons under, in respect of, or in connection with this Limited Guaranty, in the aggregate, more than the Cap and that Guarantor shall not have any obligation or liability to any Person relating to, arising out of or in connection with, this Limited Guaranty or the Agreement other than as expressly set forth herein or in the Equity Financing Commitment. All payments hereunder shall be made in lawful money of the United States in immediately available funds. Guarantor promises and undertakes to make all payments required hereunder free and clear of any deduction, offset, claim or counterclaim of any kind (other than defenses and claims that are available to Parent under the Agreement). If Parent fails to discharge its Payment Obligations when due, the Guaranteed Party may at any time and from time to time, at the Guaranteed Party’s option, and so long as Parent has failed to perform any of its Payment Obligations, take any and all actions available hereunder or under Applicable Law to enforce Guarantor’s obligations hereunder in respect of such Payment Obligations, subject to the terms and conditions of this Limited Guaranty, including, without limitation, the Cap. In furtherance of the foregoing, Guarantor acknowledges that, if the Payment Obligations are due pursuant to the Agreement, the Guaranteed ObligationParty may, Trinity shall forthwith on demand pay in its sole discretion, bring and prosecute a separate action or actions against Guarantor for the full amount not so paid of Guarantor’s liabilities hereunder in respect of the Payment Obligations (subject to the terms and conditions of this Limited Guaranty, including, without limitation, the Cap), regardless of whether action is brought against Parent or perform whether Parent is joined in any such action or actions. Guarantor acknowledges and agrees that nothing herein limits the obligation not so performed in rights and remedies of the manner Guaranteed Party specified in the Operative Agreements. All payments by Trinity under this guaranty shall be made on Agreement (provided that payment of the same basis as payments by Payment Obligations hereunder will offset the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance rights of the Guaranteed Obligations by Trinity hereunder, or at any time thereafter, that any Person: (a) file suit or proceed Party to obtain or assert a claim for personal judgment against Lessee or any other Person that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Guaranteed Obligation from Lessee or any other Person that may be liable for collect such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against amounts under the assets of Lessee or any other Person liable for any Guaranteed ObligationAgreement).

Limited Guaranty. Trinity hereby irrevocably (a) To induce the Guaranteed Party to enter into an Agreement and unconditionally guarantees for the benefit Plan of each Merger, dated as of the Owner Participantdate of this Limited Guaranty (as amended, restated, supplemented or otherwise modified from time to time, the Owner Trustee“Merger Agreement”), Trust Companyby and among MZ Investment Holdings Limited, a Cayman Islands company (“Parent”), MZ Investment Holdings Merger Sub Limited, a Delaware corporation (“Merger Sub”), and the Guaranteed Party, pursuant to which Merger Sub will merge with and into the Guaranteed Party, with the Guaranteed Party surviving the merger as a wholly owned subsidiary of Parent, the Indenture TrusteeGuarantor, intending to be legally bound, hereby absolutely, unconditionally and irrevocably guarantees to the Guaranteed Party, as the primary obligor and not merely as surety, on the terms and subject to the conditions herein, the Pass Through Trustee and the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party") the full due and punctual payment, performance and discharge of the payment obligations of all amounts payable by Parent to the Lessee Guaranteed Party under Sections 7.1 6.07(f), 8.06(b) and 7.2 8.06(d) of this the Merger Agreement (all such obligations being hereinafter referred as amended, restated, supplemented or otherwise modified from time to time) as and when due (collectively, the "“Guaranteed Obligations"”). Upon failure by , provided, that in no event shall the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity under this guaranty shall be made on the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the Guarantor’s liability of Trinity under this Section 11 or requiring 1(a) for the payment or performance of obligations of Parent under Section 8.06(b) of the Merger Agreement and the obligations of Parent to reimburse reasonable costs and expenses incurred by the Guaranteed Party under Section 6.07(f) of the Merger Agreement exceed an amount equal to US$ $3,890,000 (the “Maximum Amount”) minus any portion of the Guaranteed Obligations actually paid by Trinity hereunder, Parent or at any time thereafter, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee or any other Person that Merger Sub in respect thereof in accordance with the terms hereof and under the Merger Agreement. This Limited Guaranty may be liable enforced for the payment of money only. All payments hereunder shall be made in United States dollars, in immediately available funds. The Guarantor shall make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind, except as expressly provided in this Limited Guaranty. The Guarantor acknowledges that the Guaranteed Obligation; Party entered into the transactions contemplated by the Merger Agreement in reliance on this Limited Guaranty. (b) make If Parent fails to fully and timely discharge any other effort of the Guaranteed Obligations when due, then all of the Guarantor’s liabilities and obligations to obtain payment the Guaranteed Party hereunder in respect of the Guaranteed Obligations shall, on demand, become immediately due and payable and the Guarantor hereby agrees to promptly fully perform and discharge, or performance of any Guaranteed Obligation from Lessee to cause to be promptly fully performed or any other Person that may be liable for discharged, all such Guaranteed ObligationObligations. In furtherance of the foregoing, the Guarantor acknowledges that the Guaranteed Party may, in its sole discretion, bring and prosecute a separate action or actions against the Guarantor for the Guaranteed Obligations, regardless of whether any action is brought against Parent or Merger Sub, or whether Parent or Merger Sub is joined in any action or actions. The Guarantor agrees to pay on demand the reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) (collectively, “Expenses”) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder; (c) foreclose provided, that such Expenses shall be payable by the Guarantor only in the event the Guaranteed Party shall have obtained final, non-appealable judgment against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled the Guarantor in connection with any such action or actions against the Guarantor. (c) The parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Limited Guaranty were not performed in accordance with its specific terms or were otherwise breached and further agree that the Guaranteed Obligation Party shall be entitled to an injunction, specific performance and other equitable relief against the Guarantor to prevent breaches of this Limited Guaranty and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which it is entitled at law or in equity, and shall not be required to provide any security bond or other guaranty therefor security in connection with any such order or injunction. The Guarantor further agrees not to oppose the granting of any such injunction, specific performance and other equitable relief on the basis that (i) the Guaranteed Party has an adequate remedy at law or (eii) assert an award of an injunction, specific performance or file any claim against the assets of Lessee or any other Person liable equitable relief is not an appropriate remedy for any Guaranteed Obligationreason at law or in equity (collectively, the “Prohibited Defenses”).

Limited Guaranty. Trinity (a) To induce the Guaranteed Party to enter into an Agreement and Plan of Merger, dated as of the date of this Limited Guaranty (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among JOC North America LLC, a Delaware limited liability company (“Parent”), JOCNA Inc., a Delaware corporation (“Merger Sub”), and the Guaranteed Party, pursuant to which Merger Sub will merge with and into the Guaranteed Party, with the Guaranteed Party surviving the merger as a wholly owned subsidiary of Parent, the Guarantor, intending to be legally bound, hereby absolutely, unconditionally and irrevocably guarantees to the Guaranteed Party, as the primary obligor and unconditionally guarantees not merely as surety, on the terms and subject to the conditions and limitations herein and in the Merger Agreement, the due and punctual payment, performance and discharge of an amount equal to the Parent Termination Fee under Section 8.2(c)(i) of the Merger Agreement as, only if, and when due under the terms of the Merger Agreement (the “Guaranteed Obligations”). This Limited Guaranty may be enforced for the benefit of each of the Owner Participant, the Owner Trustee, Trust Company, the Indenture Trustee, the Pass Through Trustee and the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party") the full and punctual payment of all amounts payable by the Lessee under Sections 7.1 and 7.2 of this Agreement (all such obligations being hereinafter referred to as the "Guaranteed Obligations"). Upon failure by the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreementsmoney only. All payments by Trinity under this guaranty hereunder shall be made on in lawful money of the same basis as United States, in immediately available funds. The Guarantor shall make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind, provided that this Limited Guaranty shall in no way limit or waive any claims, counterclaims or rights of (i) Parent or Merger Sub under or in connection with the Merger Agreement; and (ii) the Guarantor under any other agreements or transactions it may have with the Guaranteed Party and/or its Affiliates. The Guarantor acknowledges that the Guaranteed Party entered into the transactions contemplated by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment Merger Agreement in reliance on this Limited Guaranty. (b) If Parent fails to fully and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance timely discharge any of the Guaranteed Obligations by Trinity hereunderif and when due, then all of the Guarantor’s liabilities and obligations to the Guaranteed Party hereunder in respect of the Guaranteed Obligations shall become immediately due and payable and the Guarantor hereby agrees to fully perform and discharge, or at to cause to be fully performed or discharged, any time thereaftersuch Guaranteed Obligations within five (5) days of receipt of written notification thereof from the Guaranteed Party. In furtherance of the foregoing, the Guarantor acknowledges that any Person: (a) file suit the Guaranteed Party may, in its sole discretion, bring and prosecute a separate action or proceed to obtain or assert a claim for personal judgment actions against Lessee or any other Person that may be liable the Guarantor for any uncollected portion of the Guaranteed Obligation; (b) make Obligations, regardless of whether any other effort to obtain payment action is brought against Parent or performance of Merger Sub, or whether Parent or Merger Sub is joined in any Guaranteed Obligation from Lessee action or any other Person that may be liable for such Guaranteed Obligation; actions. (c) foreclose against The Guarantor agrees to reimburse within five (5) days of written demand of Guaranteed Party all reasonable, documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder if (i) the Guarantor asserts in any litigation or seek other legally binding proceeding that this Limited Guaranty is illegal, invalid or unenforceable in accordance with its terms or (ii) the Guarantor fails or refuses to realize upon make any security now payment to the Guaranteed Party hereunder when due and payable. If it is determined in such litigation or hereafter existing for other legally binding proceeding that the Guarantor is not obligated to pay any portion of the Guaranteed Obligations, then no amounts shall be reimbursed to the Guaranteed Party under this Limited Guaranty, and the Guaranteed Party shall reimburse within a reasonable time all reasonable, documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guarantor with respect to such Guaranteed Obligation; litigation or other legally binding proceeding. (d) exercise The parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Limited Guaranty were not performed in accordance with its specific terms or assert were otherwise breached and further agree that either party shall be entitled to specific performance and other equitable relief against the other party to enforce specifically the terms and provisions hereof, in addition to any other right or remedy to which such Person it is entitled at law or in equity, and shall not be entitled required to provide any bond or other security in connection with any such order or injunction. The Guarantor further agrees not to oppose the granting of specific performance and other equitable relief on the basis that (x) the Guaranteed Obligation Party has an adequate remedy at law or any security (y) an award of specific performance or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable equitable relief is not an appropriate remedy for any Guaranteed Obligationreason at law or equity.

Limited Guaranty. Trinity (a) The Guarantor hereby irrevocably guarantees to the Buyer as and unconditionally guarantees for its own debt, until the benefit final and indefeasible payment and performance in full of each all of the Owner Participant, the Owner Trustee, Trust Company, the Indenture Trustee, the Pass Through Trustee and the Policy Provider Indemnification Liability (each, together with their respective permitted successors and assigns, a "Guaranty Party"i) the full due and punctual payment of all amounts payable Indemnification Liability and (ii) the due and punctual payment of all fees, expenses and costs of collection paid or incurred by the Lessee under Sections 7.1 and 7.2 of Buyer in endeavoring to enforce this Agreement (all such obligations being hereinafter referred to as the "Guaranteed Obligations"). Upon failure by the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity under this guaranty shall be made on the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance of the Guaranteed Obligations by Trinity hereunder, or at any time thereafter, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee or any other Person that may be liable for any Guaranteed Obligation; Guaranty. (b) make Notwithstanding anything to the contrary herein, the Guarantor's obligation hereunder is to pay any other effort Indemnification Liability guarantied hereunder (subject to obtain payment the limitation set forth herein), when due and payable in accordance with the terms of the APA, but only when and if, but not unless and until: (i) a judgment(s) on the Indemnification Liability has been obtained against the Seller in an amount subject to Indemnification under Article 11 of the APA which is above the Threshold (but only to the extent that the Threshold applies to such Indemnification Liability), after all applicable reductions contemplated in Article 11 of the APA, if any; (ii) the Seller becomes insolvent or performance institutes or consents to the institution of any Guaranteed Obligation from Lessee insolvency proceeding, or any other Person insolvency proceeding is instituted without the consent of the Seller and continues undismissed or unstayed for sixty (60) calendar days, or an order for relief is entered in such proceeding; (iii) the Seller cannot be served with process; or (iv) it is otherwise apparent from clear and convincing evidence that may payment of the Indemnification Liability cannot be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against obtained from the assets of Lessee or any other Person liable for any Guaranteed ObligationSeller.

Limited Guaranty. Trinity hereby irrevocably (a) To induce the Guaranteed Party to enter into an Agreement and unconditionally guarantees for the benefit Plan of each Merger, dated as of the Owner Participantdate of this Limited Guaranty (as amended, restated, supplemented or otherwise modified from time to time, the Owner Trustee“Merger Agreement”), Trust Companyby and among Pan Long Company Limited, an exempted company with limited liability formed under the laws of the Cayman Islands (“Parent”), Pan Long Investment Holdings Limited, a British Virgin Islands business company (“Merger Sub”) and the Guaranteed Party pursuant to which Merger Sub will merge with and into the Guaranteed Party, with the Guaranteed Party surviving the merger as a wholly owned subsidiary of Parent, the Indenture TrusteeGuarantor, intending to be legally bound, hereby absolutely, unconditionally and irrevocably guarantees to the Guaranteed Party, as the primary obligor and not merely as surety, on the terms and subject to the conditions herein, the Pass Through Trustee and the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party") the full due and punctual payment and discharge of all amounts payable by an amount equal to the Lessee entire payment obligations of Parent to the Guaranteed Party under Sections 7.1 Section 8.3(b) of the Merger Agreement as and 7.2 of this Agreement when due (all such obligations being hereinafter referred to as the "“Guaranteed Obligations"”), provided that in no event shall the Guaranteed Obligations exceed US$2,000,000 (the “Maximum Amount”). Upon failure by This Limited Guaranty may be enforced for the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreementspayment of money only. All payments by Trinity under this guaranty hereunder shall be made on in lawful money of the same basis United States, in immediately available funds. The Guarantor shall make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind, except as payments expressly provided in this Limited Guaranty. The Guarantor acknowledges that the Guaranteed Party entered into the transactions contemplated by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment Merger Agreement in reliance on this Limited Guaranty. (b) If Parent fails to fully and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance timely discharge any of the Guaranteed Obligations by Trinity hereunderwhen due, then all of the Guarantor’s liabilities and obligations to the Guaranteed Party hereunder in respect of the Guaranteed Obligations shall, on demand, become immediately due and payable and the Guarantor hereby agrees to promptly fully perform and discharge, or at to cause to be promptly fully performed or discharged, any time thereafter, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee or any other Person that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; Obligations. In furtherance of the foregoing, the Guarantor acknowledges that the Guaranteed Party may, in its sole discretion, bring and prosecute a separate action or actions against the Guarantor for the Guaranteed Obligations, regardless of whether any action is brought against Parent or Merger Sub. The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder. (c) foreclose The parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Limited Guaranty were not performed in accordance with its specific terms or were otherwise breached and further agree that the Guaranteed Party shall be entitled to an injunction, specific performance and other equitable relief against or seek the Guarantor to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert prevent breaches of this Limited Guaranty and to enforce specifically the terms and provisions hereof, in addition to any other right or remedy to which such Person it is entitled at law or in equity, and shall not be entitled required to provide any bond or other security in connection with any such order or injunction. The Guarantor further agrees not to oppose the granting of any such injunction, specific performance and other equitable relief on the basis that (i) the Guaranteed Obligation Party has an adequate remedy at law or any security (ii) an award of an injunction, specific performance or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable equitable relief is not an appropriate remedy for any Guaranteed Obligationreason at law or equity (collectively, the “Prohibited Defense”).

Limited Guaranty. Trinity (a) Irrespective of anything contained hereunder, it is hereby irrevocably agreed that the amount recoverable from a Guarantor under this Guaranty (but without limiting the scope or extent of the liabilities and unconditionally guarantees obligations guaranteed under this Guaranty) on account of the Obligations guaranteed hereby shall be limited solely to the interest of such Guarantor in the Collateral, whether now owned or hereafter acquired; provided, however, that the foregoing limitation shall not limit the Lenders in seeking any losses due to such Guarantor’s fraud, misapplication or misappropriation of insurance proceeds, condemnation proceeds, tenant security deposits, rents, issues, profits, accounts, revenues, payments and any other funds derived from the Collateral and/or the Subject Property in which such Guarantor directly or indirectly holds an interest which are not applied in accordance with the terms of the Loan Documents. Nothing herein shall be deemed to be a waiver of any right which the Lenders may have under Section 506(a), 506(b), 1111(b) or any other provision of the Bankruptcy Code or any successor thereto or similar provisions under applicable state law to file a claim for the benefit of each full amount of the Owner Participant, Obligations or to require that all the Owner Trustee, Trust Company, Collateral shall continue to secure all of the Indenture Trustee, the Pass Through Trustee Obligations in accordance with this Guaranty and the Policy Provider other Loan Documents. Except as specifically set forth above, nothing herein shall relieve, reduce or impair any obligation of any Guarantor under the Guaranty. (each, together with their respective permitted successors b) Each Guarantor specifically acknowledges and assigns, a "Guaranty Party") agrees that the full and punctual payment of all amounts payable by the Lessee under Sections 7.1 and 7.2 of this Agreement (all such obligations being hereinafter referred to as the "Guaranteed Obligations"). Upon failure by the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay limitations set forth above are limitations only upon the amount recoverable hereunder and that such limitations do not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity under this guaranty shall be made on the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, construed to result in the satisfaction of the obligations of any Guarantor hereunder until either (i) such Guarantor has paid and that Trinity shall not be entitled to require, before or the Lenders have received the full amount recoverable from such Guarantor as a condition of enforcing the liability of Trinity limited under this Section 11 Paragraph 19 or requiring payment or performance (ii) all of the Guaranteed Obligations obligations guaranteed by Trinity hereunder, or at any time thereafter, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee or any other Person that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled the Guarantors hereunder have been paid and performed in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed Obligationfull.

Limited Guaranty. Trinity (a) Evoqua hereby irrevocably guarantees to Buyer the prompt and unconditionally guarantees for the benefit of each full payment of the Owner Participant, Purchase Price (subject to the Owner Trustee, Trust Company, adjustments expressly contemplated in Sections 2.5 and 2.6) if and when payable at the Indenture Trustee, Closing (the Pass Through Trustee and the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party") the full and punctual payment of all amounts payable by the Lessee under Sections 7.1 and 7.2 of this Agreement (all such obligations being hereinafter referred to as the "“Evoqua Guaranteed Obligations"”). Upon failure by the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity . (b) The obligations of Evoqua under this guaranty Section 10.16 shall remain in full force and effect until the date that the Evoqua Guaranteed Obligations are fully paid (or determined not to be made on required to be paid in accordance with the same basis as payments by the Lessee under the Operative Agreements. terms hereof). (c) This guaranty shall constitute is a guaranty guarantee of punctual payment and performance, and not of collection, and Trinity specifically Evoqua acknowledges and agrees that it its obligations under this Section 10.16 are full and unconditional and shall not be necessaryreleased, discharged, mitigated, impaired or affected by: (i) any lack or limitation of status or power, or other such circumstance, including any dissolution, insolvency, bankruptcy, liquidation, winding-up or other proceeding relating to Buyer; (ii) any change in the name, control, objects, business, assets, capital structure, or constitution of Buyer; (iii) any right of set-off, counterclaim or defense of any kind (other than payment and satisfaction in full of the Evoqua Guaranteed Obligations) which Evoqua or Buyer or any other party has or may have against any Seller or any of its Affiliates; (iv) any extensions of time, indulgences or modifications which any Seller or any of its Affiliates may extend to or make to Buyer in respect of the performance of the Evoqua Guaranteed Obligations; or (v) any amendment, variation, modification, supplement or replacement of this Agreement or any other document or instrument (except to the extent that Trinity shall not be entitled such amendment, variation, modification, supplement or replacement affects the Evoqua Guaranteed Obligations). (d) Evoqua hereby waives, for the benefit of Seller: (i) any right to requirerequire any Seller, before or as a condition of enforcing the liability performance by Evoqua of Trinity its obligations under this Section 11 10.16, to proceed against Buyer or requiring payment or performance of the Guaranteed Obligations by Trinity hereunder, or at any time thereafter, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee or pursue any other Person remedy whatsoever, except as otherwise expressly provided herein, and (ii) to the fullest extent permitted by Law, any defenses or benefits that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment derived from or performance afforded by Law which limit the Liability of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against exonerate guarantors or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor or sureties. (e) assert or file any claim Evoqua represents to Sellers that: (i) Evoqua has the requisite corporate power and authority to enter into this Agreement and to carry out its obligations hereunder; (ii) the execution and delivery by Evoqua of this Agreement, the performance by Evoqua of its obligations hereunder and the consummation by Evoqua of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Evoqua; and (iii) this Agreement has been duly executed and delivered by Evoqua, and (assuming due authorization, execution and delivery by Sellers and Buyer) this Agreement constitutes a legal, valid and binding obligation of Evoqua, enforceable against Evoqua in accordance with its terms, except as such enforceability may be limited by the assets of Lessee or any other Person liable for any Guaranteed ObligationBankruptcy Exceptions.

Limited Guaranty. Trinity hereby irrevocably (a) To induce the Guaranteed Party to enter into an Agreement and unconditionally guarantees for the benefit Plan of each Merger, dated as of the Owner Participantdate of this Limited Guaranty (as amended, restated, supplemented or otherwise modified from time to time, the Owner Trustee“Merger Agreement”), Trust Companyby and among Halogen Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Halogen Mergersub Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Merger Sub”), and the Guaranteed Party, pursuant to which Merger Sub will merge with and into the Guaranteed Party, with the Guaranteed Party surviving the merger as a wholly owned subsidiary of Parent, the Indenture TrusteeGuarantor, intending to be legally bound, hereby absolutely, unconditionally and irrevocably guarantees to the Guaranteed Party, on the terms and subject to the conditions herein, the Pass Through Trustee due and punctual performance and discharge of 27% (the Policy Provider “Guaranteed Percentage”) of (eachA) the payment obligations of Parent to the Guaranteed Party under Section 8.3(b) of the Merger Agreement as and when due (the “Parent Fee Obligations”) and (B) the expense reimbursement obligations of Parent to the Guaranteed Party under Sections 6.9(e), 8.3(c) and 8.3(e) of the Merger Agreement as and when due (the “Expense Obligations” and together with their respective permitted successors and assignsthe Parent Fee Obligations, a "the “Guaranteed Obligations”). In no event shall the Guarantor’s aggregate liability under this Limited Guaranty Party"(exclusive of reimbursement of expenses, if applicable, pursuant to Section 1(c) hereof) exceed the full and punctual payment Guaranteed Percentage of all amounts payable an aggregate amount equal to (x) $6,500,000 plus (y) any Expense Obligations minus (z) any Expense Obligations actually paid by Parent or Merger Sub to the Lessee under Sections 7.1 and 7.2 Guaranteed Party (such limitation on the aggregate liability of this Agreement (all such obligations the Guarantor for its Guaranteed Obligations being hereinafter herein referred to as the "Guaranteed Obligations"Guarantor’s “Cap”), it being understood that this Limited Guaranty may not be enforced against the Guarantor without giving effect to the Guarantor’s Cap (and to the provisions of Sections 10 (Continuing Guaranty) and 11 (No Recourse) hereof). Upon failure The guarantee by the Lessee to pay punctually or perform any Guarantor of the Guaranteed Obligation, Trinity shall forthwith on demand pay Obligations under this Limited Guaranty may be enforced for the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreementspayment of money only. All payments by Trinity under this guaranty hereunder shall be made on in lawful money of the same basis United States, in immediately available funds. The Guarantor shall make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind, except as payments expressly provided in this Limited Guaranty. The Guarantor acknowledges that the Guaranteed Party entered into the transactions contemplated by the Lessee under Merger Agreement in reliance upon the Operative Agreements. This guaranty execution of this Limited Guaranty. (b) If Parent fails to fully and timely discharge any of the Guaranteed Obligations when due, then all of the Guarantor’s liabilities and obligations to the Guaranteed Party hereunder in respect of the Guaranteed Obligations shall, on demand, become immediately due and payable (up to the Guarantor’s Cap) and the Guarantor hereby agrees to promptly fully perform and discharge, or to cause to be promptly fully performed or discharged, any such Guaranteed Obligations. (c) The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder if (i) the Guarantor asserts in any litigation or other proceeding that this Limited Guaranty is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such litigation or proceeding or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is judicially determined that the Guarantor is required to make such payment hereunder. (d) The parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Limited Guaranty were not performed in accordance with its specific terms or were otherwise breached and further agree that the Guaranteed Party shall constitute a guaranty be entitled to an injunction, specific performance and other equitable relief against the Guarantor to prevent breaches of punctual payment this Limited Guaranty and not of collectionto enforce specifically the terms and provisions hereof, in addition to any other remedy to which it is entitled at law or in equity (subject, in all cases, to the Cap), and Trinity specifically agrees that it shall not be necessaryrequired to provide any bond or other security in connection with any such order or injunction. The Guarantor further agrees not to oppose the granting of any such injunction, specific performance and other equitable relief on the basis that Trinity shall (x) the Guaranteed Party has an adequate remedy at law or (y) an award of an injunction, specific performance or other equitable relief is not be entitled to requirean appropriate remedy for any reason at law or equity (collectively, before the “Prohibited Defense”). (e) In furtherance of the foregoing, the Guarantor acknowledges that the Guaranteed Party may, in its sole discretion, bring and prosecute a separate action or as a condition actions against the Guarantor in respect of enforcing the liability of Trinity under this Section 11 or requiring payment or performance of the Guaranteed Obligations by Trinity hereunder(subject to the Guarantor’s Cap) regardless of whether any action is brought against Parent, Merger Sub or at the Other Guarantor or whether Parent, Merger Sub or the Other Guarantor is joined in any time thereafter, that any Person: (a) file suit action or proceed to obtain or assert a claim for personal judgment against Lessee or any other Person that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed Obligationactions.

Limited Guaranty. Trinity hereby irrevocably Xxxxxx DFS LP or Xxxxxx X. Xxxxxx shall default in any material respect in the due performance or observance of any material term or provision to be performed or observed by it under the Limited Guaranty, or the Limited Guaranty or any material term or provision thereof shall cease for any reason to be in full force and unconditionally guarantees for effect (other than in accordance with its terms or unless consented to in writing by the benefit Bank) or any Loan Party or any Affiliate of each any Loan Party shall so assert in writing; then, and in any such event, (A) if such event is an Event of Default specified in Section 9.7, the Revolving Credit Commitment shall automatically and immediately terminate and all of the Owner Participant, the Owner Trustee, Trust Company, the Indenture Trustee, the Pass Through Trustee Obligations owing under this Agreement and the Policy Provider (each, together with their respective permitted successors other Loan Documents shall immediately become due and assigns, a "Guaranty Party") the full and punctual payment of all amounts payable by the Lessee under Sections 7.1 and 7.2 of this Agreement (all such obligations being hereinafter referred to as the "Guaranteed Obligations"). Upon failure by the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity under this guaranty shall be made on the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collectionpayable, and Trinity specifically agrees that it shall not be necessary(B) if such event is any other Event of Default, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance of the Guaranteed Obligations by Trinity hereunder, or then at any time thereafter, that any Personif such Event of Default shall be continuing, the Bank may by written notice to the Borrower: (ai) file suit or proceed to obtain or assert a claim for personal judgment against Lessee declare all or any portion of the principal of and accrued interest on the Revolving Credit Note and all other Person Obligations to be due and payable, whereupon the same shall immediately become, due and payable; and/or (ii) declare the Revolving Credit Commitment of the Bank to be terminated, whereupon the Revolving Credit Commitment shall forthwith immediately terminate. Except as expressly provided above in this Section 9, the Borrower hereby waives, presentment, demand, protest, notice of acceleration, notice of intent to accelerate, and all other notices of any kind. The Bank may, but shall not be obligated to, without notice to or demand on the Borrower and without releasing the Borrower from any obligation hereunder or being deemed to have cured any Event of Default hereunder, make, do or perform any obligation of the Borrower hereunder in such manner and to such extent as the Bank shall deem necessary; provided that may the Bank shall use commercially reasonable efforts to provide notice to the Borrower prior to taking any action hereunder other than actions as are necessary or appropriate in order for the Bank to protect the Collateral or any portion thereof, or to protect the Liens of the Bank in and to the Collateral created under the Security Documents. Subject to Section 9(c) of the Pledge Agreement, the Bank is authorized to appear in, defend or bring any action or proceeding to protect its interest in the Collateral for such purposes, and the costs and expenses thereof (including reasonable attorneys’ fees to the extent permitted by applicable law), with interest as provided herein, shall constitute part of the Obligations and shall be liable for due and payable to the Bank upon demand. All such costs and expenses incurred by the Bank in curing any Guaranteed Obligation; (b) make Event of Default or any other effort to obtain failed payment or performance act or in appearing in, defending or bringing any action or proceeding shall bear interest at the Default Rate, for the period after such cost or expense is incurred until the date of payment or reimbursement to the Bank, and such interest shall constitute part of the Obligations. Without limiting the generality of the foregoing, during the continuance of an Event of Default, the Bank shall be permitted to exercise all other rights and remedies available to the Bank under any Guaranteed Obligation from Lessee Loan Document, applicable law or otherwise, provided that, notwithstanding any other Person that may term or provision in this Section 9, the Bank’s rights and remedies in respect of the realization upon the Borrower Collateral shall be liable for such Guaranteed Obligation; (csubject to Section 9(c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against of the assets of Lessee or any other Person liable for any Guaranteed ObligationPledge Agreement.

Limited Guaranty. Trinity hereby irrevocably To induce the Company to enter into that certain Agreement and unconditionally guarantees for the benefit Plan of each Merger, dated as of the Owner Participantdate hereof (as amended, supplemented or otherwise modified from time to time, the Owner Trustee“Merger Agreement”), Trust by and among the Company, the Indenture TrusteeGG Holdings I, Inc., a Delaware corporation (“Parent”), and GG Merger Sub I, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub,” and together with Parent, the Pass Through Trustee “Buyer Parties”), the Guarantor absolutely, unconditionally and irrevocably guarantees to the Policy Provider Company the due, punctual and complete payment and performance, as and when due, of (eachi) 100% of Parent’s payment obligation under Section 9.03 of the Merger Agreement and (ii) any other obligations of Parent under the Merger Agreement as a result of a breach thereof by Parent or Merger Sub (collectively, together with their respective permitted successors and assigns, a "Guaranty Party") the full and punctual payment of all amounts “Obligations”); provided that the maximum aggregate amount payable by the Lessee Guarantor under Sections 7.1 this Limited Guaranty (exclusive of Prevailing Party Costs (as defined herein)), if applicable, pursuant to and 7.2 only in accordance with Section 16 hereof) shall not exceed the Parent Termination Fee (the “Cap”), it being understood that this Limited Guaranty may not be enforced without giving effect to the Cap, subject to the provisions relating to Prevailing Party Costs. Except for Prevailing Party Costs, the Company hereby agrees that in no event shall the Guarantor be required to pay to the Company under, in respect of, or in connection with this Limited Guaranty, more than the Cap (exclusive of Prevailing Party Costs), and that Guarantor shall not have any obligation or liability to any Person relating to, arising out of or in connection with, this Limited Guaranty or the Merger Agreement (all such obligations being hereinafter referred to other than as the "Guaranteed Obligations")expressly set forth herein. Upon failure All sums payable by the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity under this guaranty Guarantor hereunder shall be made on in immediately available funds. The Company may, in its sole discretion, bring and prosecute a separate action or actions against the same basis as payments by Guarantor for the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual full payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance of the Guaranteed Obligations by Trinity hereunderObligations, subject to the Cap (plus any Prevailing Party Costs), regardless of whether the action is brought against one or at both of the Buyer Parties or whether one or both of the Buyer Parties is joined in any time thereafter, that any Person: (a) file suit such action or proceed to obtain or assert a claim for personal judgment against Lessee or any other Person that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed Obligationactions.

Limited Guaranty. Trinity hereby irrevocably (a) In connection with the execution and unconditionally guarantees for the benefit of each delivery, as of the Owner Participantdate hereof, of the Agreement and Plan of Merger, dated as of the date hereof, by and among Cloud Intermediate Holdings, LLC, a Delaware limited liability company (“Parent”), Cloud Merger Sub, Inc., a Delaware corporation (“Purchaser”) and the Guaranteed Party (as the same may be amended from time to time, the Owner Trustee, Trust Company“Merger Agreement”), the Indenture TrusteeGuarantor hereby absolutely, unconditionally and irrevocably guarantees to the Guaranteed Party, the Pass Through Trustee due and punctual payment, observance, performance, and discharge of the payment obligations of Parent with respect to (i) the Parent Termination Fee, (ii) monetary damages to the extent permitted by Section 7.3(d) of the Merger Agreement and (iii) any expense reimbursements or indemnification obligations that become payable pursuant to Section 5.12(h) of the Merger Agreement, (collectively, the “Obligations”); provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed an amount equal to the sum of (A) the Parent Termination Fee, (B) monetary damages to the extent permitted by Section 7.3(d) of the Merger Agreement and (C) any expense reimbursements or indemnification obligations that become payable pursuant to Section 5.12(h) of the Merger Agreement, minus (D) any amount actually paid by Parent to the Guaranteed Party in respect of the Obligations, collectively in an aggregate amount not to exceed $21,698,000 (the “Cap”) and the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party") Guaranteed Party hereby agrees that the full and punctual payment of all amounts payable by the Lessee under Sections 7.1 and 7.2 of this Agreement (all such obligations being hereinafter referred to as the "Guaranteed Obligations"). Upon failure by the Lessee Guarantor shall in no event be required to pay punctually under, in respect of, or perform in connection with this Guaranty, more than the Cap. The Guaranteed Party hereby agrees that in no event shall the Guarantor be required to pay any amount to the Guaranteed ObligationParty or any other Person under, Trinity shall forthwith on demand pay the amount not so paid in respect of, or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity under connection with this guaranty shall be made on the same basis Guaranty other than as payments by the Lessee under the Operative Agreements. expressly set forth herein. (b) This guaranty shall constitute a Guaranty is an unconditional and continuing guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not a separate action or actions may be necessarybrought and prosecuted against the Guarantor to enforce this Guaranty, and that Trinity shall not be entitled to requireirrespective of whether any action is brought against Parent, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance of the Guaranteed Obligations by Trinity hereunder, or at any time thereafter, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee Purchaser or any other Person that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Guaranteed Obligation from Lessee whether Parent, Purchaser or any other Person that may is joined in any such action or actions. In the event any payment to the Guaranteed Party in respect of any Obligation is rescinded or otherwise must be (and is) returned to the Guarantor for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to the Obligations as if such payment had not been made to the extent the Guarantor is in fact liable for such Guaranteed Obligation; payment hereunder. (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or All payments hereunder shall be entitled made in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against lawful money of the assets of Lessee or any other Person liable for any Guaranteed ObligationUnited States, in immediately available funds.

Limited Guaranty. Trinity hereby irrevocably (a) To induce the Guaranteed Party to enter into an Agreement and unconditionally guarantees for the benefit Plan of each Merger, dated as of the Owner Participantdate of this Limited Guaranty (as amended, restated, supplemented or otherwise modified from time to time, the Owner Trustee“Merger Agreement”), Trust Companyby and among Simcere Holding Limited, a Cayman Islands company (“Parent”), Simcere Acquisition Limited, a Cayman Islands company (“Merger Sub”) and the Guaranteed Party, pursuant to which Merger Sub will merge with and into the Guaranteed Party, with the Guaranteed Party surviving the merger as a wholly owned subsidiary of Parent, the Indenture TrusteeGuarantor, intending to be legally bound, hereby absolutely, unconditionally and irrevocably guarantees to the Guaranteed Party, as the primary obligor and not merely as surety, on the terms and subject to the conditions herein, the Pass Through Trustee and the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party") the full due and punctual payment, performance and discharge of 7.97% of the payment obligations of all amounts payable by Parent to the Lessee Guaranteed Party under Sections 7.1 8.5(c), 8.5(d) and 7.2 6.14 of this the Merger Agreement as and when due (all such obligations being hereinafter referred to as the "“Guaranteed Obligations"”). Upon failure by , provided, that in no event shall the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity Guarantor’s liability under this guaranty shall be made on Limited Guaranty exceed an amount equal to (a) US$239,100 (the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance “Maximum Amount”) minus (b) any portion of the Guaranteed Obligations actually paid by Trinity hereunderParent or Merger Sub in accordance with the terms hereof and under the Merger Agreement; provided, or at any time thereafterfurther, that any Person: (athe Guarantor shall have no obligations with respect to the payment obligations of Parent under Sections 8.5(d) file suit and 6.14 unless the underlying expenses are evidenced by invoice or proceed other written evidence, in each case, to obtain or assert a claim for personal judgment against Lessee or any other Person that the reasonable satisfaction of the Guarantor. This Limited Guaranty may be liable enforced for the payment of money only. All payments hereunder shall be made in United States dollars, in immediately available funds. The Guarantor shall make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind, except as expressly provided in this Limited Guaranty. The Guarantor acknowledges that the Guaranteed Obligation; Party entered into the transactions contemplated by the Merger Agreement in reliance on this Limited Guaranty. (b) make Subject to the terms and conditions of this Limited Guaranty, if Parent fails to fully and timely discharge any other effort of the Guaranteed Obligations when due, then all of the Guarantor’s liabilities and obligations to obtain payment the Guaranteed Party hereunder in respect of the Guaranteed Obligations shall, on demand, become immediately due and payable and the Guarantor hereby agrees to promptly fully perform and discharge, or performance to cause to be promptly fully performed or discharged, any such Guaranteed Obligations. In furtherance of the foregoing, the Guarantor acknowledges that the Guaranteed Party may, in its sole discretion, bring and prosecute a separate action or actions against the Guarantor for the Guaranteed Obligations (subject to the Maximum Amount), regardless of whether any Guaranteed Obligation from Lessee action is brought against Parent, Merger Sub or any other Person Other Guarantor, or whether Parent, Merger Sub or any Other Guarantor is joined in any action or actions. The Guarantor agrees to pay all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder, but only to the extent that may be it has been finally determined by the arbitration panel in accordance with Section 11(b) that the Guarantor is liable for such for, but has failed to perform, the Guaranteed Obligation; Obligations hereunder. (c) foreclose The parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Limited Guaranty were not performed in accordance with its specific terms or were otherwise breached and further agree that the Guaranteed Party shall be entitled to an injunction, specific performance and other equitable relief against or seek the Guarantor to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert prevent breaches of this Limited Guaranty and to enforce specifically the terms and provisions hereof, in addition to any other right or remedy to which such Person it is entitled at law or in equity, and shall not be entitled required to provide any bond or other security in connection with any such order or injunction. The Guarantor further agrees not to oppose the granting of any such injunction, specific performance and other equitable relief on the basis that (i) the Guaranteed Obligation Party has an adequate remedy at law or any security (ii) an award of an injunction, specific performance or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable equitable relief is not an appropriate remedy for any Guaranteed Obligationreason at law or in equity (collectively, the “Prohibited Defenses”).

Limited Guaranty. Trinity hereby To induce the Guaranteed Party to enter into the Asset Purchase Agreement, the Limited Guarantor absolutely, unconditionally and irrevocably guarantees to the Guaranteed Party the due, punctual and unconditionally guarantees for faithful payment by Buyer if and when due to pay (when and to the benefit extent payable under the Asset Purchase Agreement and subject to the terms and conditions set forth therein): (a) the Buyer Termination Fee to the extent such payment obligation is due and payable by Buyer pursuant to the terms and conditions of each Section 7.2(b) of the Owner ParticipantAsset Purchase Agreement and subject to the limitations on liability set forth in Sections 7.2(f), 7.2(g), 7.2(h) and 8.14 of the Asset Purchase Agreement, (b) any reimbursement obligations under Section 5.13(b) of the Asset Purchase Agreement to the extent such payment obligation is due and payable by Buyer pursuant to the terms and conditions of the Asset Purchase Agreement and (c) if the Buyer Termination Fee is not payable, all money damages that may be owed to the Company, subject to the limitations on liability set forth in the Asset Purchase Agreement and in no event greater than the amount of the Buyer Termination Fee (clauses (a), (b) and (c), collectively, the Owner Trustee, Trust Company“Guaranteed Obligation”). Further, the Indenture TrusteeGuaranteed Party hereby agrees that, to the extent the Buyer is relieved of all or any portion of the Guaranteed Obligation by the satisfaction thereof, pursuant to any written agreement with the Guaranteed Party or by actual payment in cash to the Guaranteed Party (any amount so relieved, the Pass Through Trustee and “Reduction Amount”), the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party") Guaranteed Obligation shall be reduced by an amount equal to the full and punctual payment of all amounts payable by the Lessee under Sections 7.1 and 7.2 of this Agreement (all such obligations being hereinafter referred to as the "Guaranteed Obligations"). Upon failure by the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative AgreementsReduction Amount. All payments by Trinity under this guaranty hereunder shall be made on the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance in lawful money of the Guaranteed Obligations by Trinity hereunderUnited States, or at any time thereafter, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee or any other Person that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed Obligationimmediately available funds.

Limited Guaranty. Trinity hereby irrevocably (a) To induce the Guaranteed Party to enter into an Agreement and unconditionally guarantees for the benefit Plan of each Merger, dated as of the Owner Participantdate of this Limited Guaranty (as amended, restated, supplemented or otherwise modified from time to time, the Owner Trustee“Merger Agreement”), Trust Companyby and among Golden Bridge Holdings Limited, a Cayman Islands exempted company (“Parent”), Golden Bridge Merger Sub Limited, a Delaware corporation (“Merger Sub”) and the Guaranteed Party, pursuant to which Merger Sub will merge with and into the Guaranteed Party, with the Guaranteed Party surviving the merger as a wholly owned subsidiary of Parent, the Indenture TrusteeGuarantor, intending to be legally bound, hereby absolutely, unconditionally and irrevocably guarantees to the Guaranteed Party, as the primary obligor and not merely as surety, on the terms and subject to the conditions herein, the Pass Through Trustee and the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party") the full due and punctual payment, performance and discharge of an amount equal to 39.39% of the unpaid payment obligations of all amounts payable by Parent to the Lessee Guaranteed Party under Sections 7.1 Section 8.3(c) of the Merger Agreement as and 7.2 of this Agreement when due (all such obligations being hereinafter referred to as the "“Guaranteed Obligations"”). Upon failure by , which percentage is equal to the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay percentage of the amount not so paid or perform planned equity participation of the obligation not so performed Guarantor in the manner specified Merger; provided, that in the Operative Agreements. All payments by Trinity under this guaranty no event shall be made on the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance of the Guaranteed Obligations by Trinity hereunderexclusive of reimbursement of expenses, or at any time thereafterif applicable, pursuant to Section 1(c) of this Limited Guaranty and subject to adjustment under Section 5 (No Subrogation) below exceed US$4,923,750 (the “Maximum Amount”); provided, further, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee or any other Person that may in no event shall the Guarantor be liable for any Guaranteed Obligation; Obligations if such Guaranteed Obligations shall have arisen as a consequence of any action taken or omitted by Mx. Xxxxxx Xxx. This Limited Guaranty may be enforced for the payment of money only. All payments hereunder shall be made in lawful money of the United States, in immediately available funds. The Guarantor shall make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind, except as expressly provided in this Limited Guaranty. The Guarantor acknowledges that the Guaranteed Party entered into the transactions contemplated by the Merger Agreement in reliance on this Limited Guaranty. (b) make If Parent fails to fully and timely discharge any other effort of the Guaranteed Obligations when due, then all of the Guarantor’s liabilities and obligations to obtain payment the Guaranteed Party hereunder in respect of the Guaranteed Obligations shall, on demand, become immediately due and payable and the Guarantor hereby agrees to promptly fully perform and discharge, or performance of to cause to be promptly fully performed or discharged, any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; Obligations. In furtherance of the foregoing, the Guarantor acknowledges that the Guaranteed Party may, in its sole discretion, bring and prosecute a separate action or actions against the Guarantor for the Guaranteed Obligations, regardless of whether any action is brought against Parent or Merger Sub. (c) foreclose against or seek The Guarantor agrees to realize upon any security now or hereafter existing for such pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Obligation; Party in connection with the enforcement of its rights hereunder. (d) exercise The parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Limited Guaranty were not performed in accordance with its specific terms or assert were otherwise breached and further agree that the Guaranteed Party shall be entitled to an injunction, specific performance and other equitable relief against the Guarantor to prevent breaches of this Limited Guaranty and to enforce specifically the terms and provisions hereof, in addition to any other right or remedy to which such Person it is entitled at law or in equity, and shall not be entitled required to provide any bond or other security in connection with any such order or injunction. The Guarantor further agrees not to oppose the granting of any such injunction, specific performance and other equitable relief on the basis that (x) the Guaranteed Obligation Party has an adequate remedy at law or any security (y) an award of an injunction, specific performance or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable equitable relief is not an appropriate remedy for any Guaranteed Obligationreason at law or equity (collectively, the “Prohibited Defenses”).

Limited Guaranty. Trinity hereby irrevocably Notwithstanding any other term or provision of this Guaranty to the contrary, the Guarantor's liability hereunder shall be limited to an amount equal to (a) $5,000,000 in principal amount, plus, without limitation as to the amounts thereof, (b) the Guarantor's Pro Rata Share of all interest, banking charges, commissions, costs and unconditionally guarantees for reasonable expenses chargeable to the benefit of each Company in respect of the Owner ParticipantObligations (other than costs and expenses, including attorneys fees, incurred in connection with the Owner Trusteeenforcement against the Company of the Credit Agreement or other Loan Documents, Trust Companyunless the Lender is required to incur just costs and/or expenses prior to being able to demand payment hereunder), the Indenture Trustee, the Pass Through Trustee and the Policy Provider plus (each, together with their respective permitted successors and assigns, a "Guaranty Party"c) the full and punctual payment Guarantor's Pro Rata Share of all amounts interest and other costs and reasonable expenses payable by the Lessee under Sections 7.1 Guarantor pursuant to Section 3 hereof (other than costs and 7.2 expenses, including attorneys fees, incurred in connection with the enforcement against the Company of the Credit Agreement or other Loan Documents, unless the Lender is required to incur just costs and/or expenses prior to being able to demand payment hereunder), PROVIDED, the Guarantor shall pay all of the costs and expenses incurred or expended by the Lender in connection with this Agreement (all such obligations being hereinafter Guaranty and the enforcement thereof. Each payment made by the Guarantor hereunder which is applied against the Obligations referred to as in clause (a) above shall reduce the "Guaranteed Obligations")Guarantor's liability by such amount. Upon failure by The Lender's dealings with the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity under this guaranty shall be made on the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall Company need not be necessary, and that Trinity shall not be entitled limited to require, before or as a condition of enforcing any particular sum notwithstanding any limitation herein upon the liability of Trinity under this Section 11 or requiring payment or performance of the Guaranteed Obligations by Trinity Guarantor. The Lender hereby agrees that to the extent it shall require any payments be made hereunder, or at any time thereafterthe Lender will, that any Person: (a) file suit or proceed to obtain or assert the extent permissable, simultaneously make a claim for personal judgment against Lessee payment on all Credit Agreement Guarantees such that any payment being required to be made hereunder will not exceed the Guarantor's Pro Rata Share of the aggregate amount being claimed by the Lender under all Credit Agreement Guarantees (and, to the extent the Lender is not permitted or otherwise able to make a claim under any other Person that may Credit Agreement Guaranty, the Lender shall be liable deemed to have made such a claim under such Credit Agreement Guaranty for any Guaranteed Obligation; (b) make any other effort to obtain payment or performance purposes of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed Obligationthis sentence).

Limited Guaranty. Trinity The Ultimate Parent hereby absolutely, irrevocably and unconditionally guarantees to the Company (the “Limited Guaranty”), subject to the terms and conditions hereof, but only up to the Maximum Amount (as defined below), payment by Parent to the Company of money damages awarded to the Company for the benefit of each of the Owner Participant, the Owner Trustee, Trust Company, the Indenture Trustee, the Pass Through Trustee and the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party") the full and punctual payment of all amounts payable by the Lessee under Sections 7.1 and 7.2 breach of this Agreement by Parent (all such obligations being hereinafter referred to as the "“Guaranteed Obligations"”). Upon The maximum aggregate liability of the Ultimate Parent hereunder (the “Maximum Amount”) will not under any circumstances exceed (a) Thirty Six Million Dollars ($36,000,000) with respect to damages in respect of failure to pay Deferred Merger Consideration pursuant to Section 2.3, (b) the Maximum Liquidation Value as defined in the Class B Stock Agreements with respect to damages in respect of a breach by the Lessee Parent of Section 5.24 of this Agreement and (c) One Hundred Forty Million Dollars ($140,000,000) with respect to any other damages not described in the preceding clauses (a) or (b), (provided, that if this Agreement is terminated the Maximum Amount shall be zero unless the Ultimate Parent Termination Fee is payable pursuant to Section 8.2(b) in which case the Maximum Amount shall equal the Ultimate Parent Termination Fee payable) and the Company hereby agrees that the Ultimate Parent will in no event be required to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay more than the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity under this guaranty shall be made on the same basis as payments by the Lessee under the Operative Agreementsapplicable Maximum Amount. This guaranty shall constitute is a guaranty of punctual payment only and not of collectionperformance is a continuing and irrevocable guaranty by Ultimate Parent of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations are indefeasibly paid in full. Ultimate Parent hereby waives presentment, protest, notice, dishonor or default, demand for payment and any other notices to which Ultimate Parent might otherwise be entitled. Ultimate Parent hereby agrees that Parent and Merger Sub may, at any time and from time to time, and Trinity specifically agrees that it shall not be necessarywithout notice to Ultimate Parent, and that Trinity shall not be entitled to requiremake any agreement with the Company or the Holder Representative for the extension, before renewal, payment, compromise, discharge or as a condition release of enforcing the Guaranteed Obligations, or for any modification or amendment of the terms thereof, all without in any way impairing, releasing, discharging or otherwise affecting the obligations of Ultimate Parent hereunder. Ultimate Parent waives any defense arising by reason of any disability or other defense of Parent or Merger Sub, or the cessation from any cause whatsoever of the liability of Trinity under this Section 11 Parent or requiring Merger Sub (other than (A) defenses to the payment or performance of the Guaranteed Obligations by Trinity hereunder, that are available to Parent or at any time thereafter, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee or any other Person that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor Merger Sub under this Agreement or (eB) assert or file any claim against breach by the assets Company of Lessee or any other Person liable for any Guaranteed Obligationthis Agreement).

Limited Guaranty. Trinity hereby irrevocably Concurrently with the execution and unconditionally guarantees for delivery of this letter agreement and the benefit of Merger Agreement, each of the Owner ParticipantWndrCo Holdings, LLC, a Delaware limited liability company, General Catalyst Group IX, L.P., a Delaware limited partnership, GC Entrepreneurs Fund IX, L.P., a Delaware limited partnership, and iSubscribed, Inc., a Delaware corporation (each, a “Guarantor” and collectively, the Owner Trustee“Guarantors”) is executing and delivering to the Company a Limited Guaranty (the “Limited Guaranty”) relating to certain of Parent’s monetary obligations under the Merger Agreement. Except as provided in Section 8, Trust the Company’s remedies against the Guarantors under such Limited Guaranty shall and are intended to be the sole and exclusive direct and indirect remedies available to the Company, the Indenture TrusteeCompany’s equityholders and their respective Affiliates and Subsidiaries. Notwithstanding anything that may be expressed or implied in this letter agreement, the Pass Through Trustee and Merger Agreement, the Policy Provider Limited Guaranty or any document or instrument delivered in connection herewith or therewith, (eacha) in no event shall any Guarantor have any obligation to make any payment to the Company, together with the Company’s equityholders or their respective permitted successors Affiliates and assignsSubsidiaries at any time, a "Guaranty Party"(b) in no event shall any Guarantor have any obligation to make any contribution to WC SACD One at any time after the Guarantors have made payment of the full and punctual payment of all amounts payable by the Lessee under Sections 7.1 and 7.2 of this Agreement (all such obligations being hereinafter referred to as the "Guaranteed Obligations"). Upon failure by the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity under this guaranty shall be made on the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance of the Guaranteed Obligations by Trinity hereunder(as defined in the Limited Guaranty) required to be paid pursuant to the terms and definitions of the Limited Guaranty, or at any time thereafter, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee or any other Person that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; and (c) foreclose against in no event shall any Guarantor have any obligation or seek liability to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right Guarantor by reason of this letter agreement or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed ObligationLimited Guaranty.