Common use of Representations, Warranties and Covenants Clause in Contracts

Representations, Warranties and Covenants. (a) Each Guarantor hereby represents and warrants as of the date first written above as follows: (i) such Guarantor (A) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization as set forth on the signature pages hereto, (B) has all requisite corporate, limited liability company or limited partnership power and authority to conduct its business as now conducted and as presently contemplated and to execute, deliver and perform its obligations under this Guaranty and each other Transaction Document to which such Guarantor is a party, and to consummate the transactions contemplated hereby and thereby and (C) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary except where the failure to be so qualified (individually or in the aggregate) would not result in a Material Adverse Effect. (ii) The execution, delivery and performance by such Guarantor of this Guaranty and each other Transaction Document to which such Guarantor is a party (A) have been duly authorized by all necessary corporate, limited liability company or limited partnership action, (B) do not and will not contravene its charter, articles, certificate of formation or by-laws, its limited liability company or operating agreement or its certificate of partnership or partnership agreement, as applicable, or any applicable law or any contractual restriction binding on such Guarantor or its properties do not and will not result in or require the creation of any lien, security interest or encumbrance (other than pursuant to any Transaction Document) upon or with respect to any of its properties, and (C) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to it or its operations or any of its properties. (iii) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person is required in connection with the due execution, delivery and performance by such Guarantor of this Guaranty or any of the other Transaction Documents to which such Guarantor is a party (other than expressly provided for in any of the Transaction Documents). (iv) This Guaranty has been duly executed and delivered by each Guarantor and is, and each of the other Transaction Documents to which such Guarantor is or will be a party, when executed and delivered, will be, a legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms, except as may be limited by the Bankruptcy Code or other applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, suretyship or similar laws and equitable principles (regardless of whether enforcement is sought in equity or at law). (v) There is no pending or, to the best knowledge of such Guarantor, threatened action, suit or proceeding against such Guarantor or to which any of the properties of such Guarantor is subject, before any court or other Governmental Authority or any arbitrator that (A) if adversely determined, could reasonably be expected to have a Material Adverse Effect or (B) relates to this Guaranty or any of the other Transaction Documents to which such Guarantor is a party or any transaction contemplated hereby or thereby. (vi) Such Guarantor (A) has read and understands the terms and conditions of the Securities Purchase Agreement and the other Transaction Documents, and (B) now has and will continue to have independent means of obtaining information concerning the affairs, financial condition and business of the Company and the other Transaction Parties, and has no need of, or right to obtain from the Collateral Agent or any Buyer, any credit or other information concerning the affairs, financial condition or business of the Company or the other Transaction Parties. (vii) There are no conditions precedent to the effectiveness of this Guaranty that have not been satisfied or waived. (b) Each Guarantor covenants and agrees that until Payment in Full of the Guaranteed Obligations, it will comply with each of the covenants (except to the extent applicable only to a public company) which are set forth in Section 4 of the Securities Purchase Agreement as if such Guarantor were a party thereto.

Representations, Warranties and Covenants. (a) Each Guarantor hereby of the Guarantors represents and warrants as (which representations and warranties shall be deemed to have been renewed at the time of the date first written above as followsmaking, conversion or continuation of any Loan or issuance of any Letter of Credit) that: (i) such Guarantor (A) It is a corporation, partnership or limited liability company duly and properly incorporated or limited partnership duly organized, as the case may be, validly existing and (to the extent such concept applies to such entity) in good standing under the laws of the its jurisdiction of its incorporation, organization as set forth on the signature pages hereto, (B) or formation and has all requisite corporate, limited liability company or limited partnership power and authority to conduct its business as now conducted and as presently contemplated and to execute, deliver and perform its obligations under this Guaranty and each other Transaction Document to which such Guarantor is a party, and to consummate the transactions contemplated hereby and thereby and (C) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary is conducted, except where to the extent that the failure to have such authority could not reasonably be so qualified (individually or in the aggregate) would not result in expected to have a Material Adverse Effect. (iiB) It (to the extent applicable) has the requisite power and authority and legal right to execute and deliver this Guaranty and to perform its obligations hereunder. The execution, execution and delivery and performance by such each Guarantor of this Guaranty and the performance by each other Transaction Document to which such Guarantor is a party (A) of its obligations hereunder have been duly authorized by all necessary corporate, limited liability company or limited partnership action, (B) do not and will not contravene its charter, articles, certificate of formation or by-laws, its limited liability company or operating agreement or its certificate of partnership or partnership agreement, as applicable, or any applicable law or any contractual restriction binding on such Guarantor or its properties do not and will not result in or require the creation of any lien, security interest or encumbrance (other than pursuant to any Transaction Document) upon or with respect to any of its propertiesproper proceedings, and (C) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to it or its operations or any of its properties. (iii) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person is required in connection with the due execution, delivery and performance by such Guarantor of this Guaranty or any of the other Transaction Documents to which such Guarantor is a party (other than expressly provided for in any of the Transaction Documents). (iv) This Guaranty has been duly executed and delivered by each Guarantor and is, and each of the other Transaction Documents to which such Guarantor is or will be a party, when executed and delivered, will be, constitutes a legal, valid and binding obligation of such Guarantor, respectively, enforceable against such Guarantor Guarantor, respectively, in accordance with its terms, except as enforceability may be limited by the Bankruptcy Code or other applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, suretyship insolvency or similar laws and equitable principles (regardless affecting the enforcement of whether enforcement is sought in equity or at law)creditors’ rights generally. (vC) There is no pending orNeither the execution and delivery by it of this Guaranty, to nor the best knowledge consummation by it of such Guarantorthe transactions herein contemplated, threatened actionnor compliance by it with the provisions hereof will (i) violate any law, suit rule, regulation, order, writ, judgment, injunction, decree or proceeding against such Guarantor award binding on it or its articles or certificate of incorporation (or equivalent charter documents), limited liability company or partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating agreement or other management agreement, as the case may be, or the provisions of any indenture, instrument or agreement to which any of the properties of such Guarantor is subject, before any court or other Governmental Authority or any arbitrator that (A) if adversely determined, could reasonably be expected to have a Material Adverse Effect or (B) relates to this Guaranty Borrowers or any of the other Transaction Documents to which such Guarantor its Subsidiaries is a party or is subject, or by which it, or its property, is bound, or (ii) conflict with, or constitute a default under, or result in, or require, the creation or imposition of any transaction contemplated hereby Lien in, of or thereby. (vi) Such Guarantor (A) has read and understands on its property pursuant to the terms and conditions of the Securities Purchase Agreement and the of, any such indenture, instrument or agreement (other Transaction Documentsthan any Loan Document). No order, and (B) now has and will continue to have independent means of obtaining information concerning the affairsconsent, financial condition and business of the Company and the other Transaction Partiesadjudication, and has no need approval, license, authorization, or validation of, or right to obtain from the Collateral Agent filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any Buyersubdivision thereof, any credit or other information concerning which has not been obtained by it, is required to be obtained by it in connection with the affairsexecution, financial condition or business of the Company delivery and performance by it of, or the other Transaction Parties. (vii) There are no conditions precedent legality, validity, binding effect or enforceability against it of, this Guaranty. In addition to the effectiveness of this Guaranty that have not been satisfied or waived. (b) Each Guarantor covenants and agrees that until Payment in Full of the Guaranteed Obligationsforegoing, it will comply with each of the Guarantors covenants (except that, so long as any Lender has any Commitment outstanding under the Credit Agreement or any amount payable under the Credit Agreement or any other Guaranteed Obligations shall remain unpaid, it will, and, if necessary, will enable each of the Borrowers to, fully comply with those covenants and agreements of such Borrower applicable to the extent applicable only to a public company) which are such Guarantor set forth in Section 4 of the Securities Purchase Agreement as if such Guarantor were a party theretoCredit Agreement.

Representations, Warranties and Covenants. In addition to the continuing representations, warranties and covenants heretofore or hereafter made by Borrower and Guarantors to Lender pursuant to the other Financing Agreements, Borrower and Guarantors hereby represent, warrant and covenant with and to Lender as follows (which representations, warranties and covenants are continuing and shall survive the execution and delivery hereof and shall be incorporated into and made a part of the Financing Agreements): (a) Each Guarantor hereby represents and warrants as of the date first written above as follows: (i) such Guarantor (A) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization as set forth on the signature pages hereto, (B) has all requisite corporate, limited liability company or limited partnership power and authority to conduct its business as now conducted and as presently contemplated and to execute, deliver and perform its obligations under this Guaranty and each other Transaction Document to which such Guarantor is a party, and to consummate the transactions contemplated hereby and thereby and (C) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary except where the failure to be so qualified (individually or in the aggregate) would not result in a Material Adverse Effect. (ii) The execution, delivery and performance by such Guarantor of this Guaranty and each other Transaction Document to which such Guarantor is a party (A) have been duly authorized by all necessary corporate, limited liability company or limited partnership action, (B) do not and will not contravene its charter, articles, certificate of formation or by-laws, its limited liability company or operating agreement or its certificate of partnership or partnership agreement, as applicable, or any applicable law or any contractual restriction binding on such Guarantor or its properties do not and will not result in or require the creation of any lien, security interest or encumbrance (other than pursuant to any Transaction Document) upon or with respect to any of its properties, and (C) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to it or its operations or any of its properties. (iii) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person is required in connection with the due execution, delivery and performance by such Guarantor of this Guaranty or any of the other Transaction Documents to which such Guarantor is a party (other than expressly provided for in any of the Transaction Documents). (iv) This Guaranty Amendment has been duly authorized, executed and delivered by Borrower and each Guarantor, and the agreements and obligations of Borrower and each Guarantor and is, and each of the other Transaction Documents to which such Guarantor is or will be a party, when executed and delivered, will be, a contained herein constitute legal, valid and binding obligation obligations of such Guarantor, Borrower and each Guarantor enforceable against such Borrower and each Guarantor in accordance with its their respective terms, except as may be limited by the Bankruptcy Code or other applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, suretyship or similar laws and equitable principles (regardless of whether enforcement is sought in equity or at law). (vb) There is no pending orNeither the execution and delivery of this Amendment, nor the modifications to the best knowledge Financing Agreements contemplated by this Amendment shall violate any applicable law or regulation, or any order or decree of such Guarantor, threatened action, suit or proceeding against such Guarantor or to which any of the properties of such Guarantor is subject, before any court or other Governmental Authority any governmental instrumentality in any respect or does or shall conflict with or result in the breach of, or constitute a default in any respect under, any indenture, including, without limitation, the Senior Note Indenture, or any arbitrator that (A) if adversely determinedmaterial mortgage, could reasonably be expected to have a Material Adverse Effect deed of trust, security agreement, agreement or (B) relates to this Guaranty or any of the other Transaction Documents instrument to which such Borrower and each Guarantor is a party or may be bound, or violate any transaction contemplated hereby or therebyprovision of the organizational documents of Borrower and each Guarantor. (vic) Such Guarantor (A) has read and understands the terms and conditions All of the Securities Purchase representations and warranties set forth in the Loan Agreement as amended hereby, and the other Transaction DocumentsFinancing Agreements, are true and (B) now has and will continue to have independent means of obtaining information concerning the affairscorrect in all material respects, financial condition and business of the Company and the other Transaction Parties, and has no need of, or right to obtain from the Collateral Agent or any Buyer, any credit or other information concerning the affairs, financial condition or business of the Company or the other Transaction Parties. (vii) There are no conditions precedent to the effectiveness of this Guaranty that have not been satisfied or waived. (b) Each Guarantor covenants and agrees that until Payment in Full of the Guaranteed Obligations, it will comply with each of the covenants (except to the extent applicable only any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct as of such date. (d) After giving effect to a public company) the amendments to the Loan Agreement provided in this Amendment, no Event of Default shall exist or have occurred and no event, act or condition shall have occurred or exist which are set forth in Section 4 with notice or passage of the Securities Purchase Agreement as if such Guarantor were a party theretotime or both would constitute an Event of Default.

Representations, Warranties and Covenants. (a) Each Guarantor hereby of the Guarantors represents and warrants to each Lender and the Administrative Agent as of the date first written above of this Guaranty, giving effect to the consummation of the transactions contemplated by the Loan Documents on the date hereof, and thereafter on each date as followsrequired by Section 4.2 of the Credit Agreement that: (a) It (i) such Guarantor (A) is a corporation, partnership or limited liability company duly incorporated or limited partnership duly organized, as the case may be, validly existing and (to the extent such concept applies to such entity) in good standing under the laws of the its jurisdiction of its organization as set forth on the signature pages heretoincorporation or organization, (B) has all requisite corporate, limited liability company or limited partnership power and authority to conduct its business as now conducted and as presently contemplated and to execute, deliver and perform its obligations under this Guaranty and each other Transaction Document to which such Guarantor is a party, and to consummate the transactions contemplated hereby and thereby and (Cii) is duly qualified to do business as a foreign entity and is in good standing (to the extent such concept is applicable) under the laws of each jurisdiction where the business conducted by it makes such qualification necessary, and (iii) has all requisite corporate, partnership or limited liability company power and authority, as the case may be, to own, operate and encumber its property and to conduct its business in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary is conducted, except where to the extent that the failure to be so qualified (individually maintain such existence status, or in the aggregate) authority would not reasonably be expected to result in a Material Adverse Effect. (iib) The execution, delivery and performance by such Guarantor of this Guaranty and each other Transaction Document to which such Guarantor is a party (A) have been duly authorized by all necessary It has the requisite corporate, limited liability company or limited partnership actionpartnership, (B) do not as applicable, power and will not contravene authority and legal right to execute and deliver this Guaranty and to perform its charterobligations hereunder. The execution and delivery by it of this Guaranty and the performance of its obligations hereunder have been duly authorized by proper corporate, articles, certificate of formation or by-laws, its limited liability company or operating agreement partnership proceedings, including any required shareholder, member or its certificate of partnership or partnership agreement, as applicable, or any applicable law or any contractual restriction binding on such Guarantor or its properties do not and will not result in or require the creation of any lien, security interest or encumbrance (other than pursuant to any Transaction Document) upon or with respect to any of its propertiespartner approval, and (C) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to it or its operations or any of its properties. (iii) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person is required in connection with the due execution, delivery and performance by such Guarantor of this Guaranty or any of the other Transaction Documents to which such Guarantor is a party (other than expressly provided for in any of the Transaction Documents). (iv) This Guaranty has been duly executed and delivered by each Guarantor and is, and each of the other Transaction Documents to which such Guarantor is or will be a party, when executed and delivered, will be, constitutes a legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor Guarantor, in accordance with its terms, except as enforceability may be limited by the Bankruptcy Code or other applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, suretyship or similar laws affecting the enforcement of creditors’ rights generally and equitable general principles (regardless of whether enforcement is sought in equity or at law)equity. (vc) There is no pending orNeither the execution and delivery by it of this Guaranty, to nor the best knowledge consummation by it of the transactions herein contemplated, nor compliance by it with the terms and provisions hereof, will (i) conflict with the charter or other organizational documents of such Guarantor, threatened action(ii) in any material respect conflict with, suit result in a breach of or proceeding against constitute (with or without notice or lapse of time or both) a default under any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Guarantor or any provisions of any indenture, instrument or agreement to which the Guarantor is party or is subject or by which it or its property is bound, (iii) result in the creation or imposition of any Lien whatsoever upon any of the properties property or assets of such Guarantor is subjectGuarantor, before any court other than Liens permitted or other Governmental Authority or any arbitrator that (A) if adversely determinedcreated by the Loan Documents, could reasonably be expected to have a Material Adverse Effect or (Biv) relates to this Guaranty require any approval of such Guarantor’s board of directors, shareholders, members or any partners except such as have been obtained. The execution, delivery and performance by such Guarantor of each of the other Transaction Loan Documents to which such Guarantor is a party or any transaction contemplated hereby or thereby. (vi) Such Guarantor (A) has read and understands the terms and conditions of the Securities Purchase Agreement and the other Transaction Documents, and (B) now has do not and will continue to have independent means of obtaining information concerning the affairsnot require any registration with, financial condition and business of the Company and the other Transaction Parties, and has no need consent or approval of, or right notice to, or other action to, with or by any Governmental Authority, except filings, consents or notices which have been made. In addition to obtain from the Collateral Agent foregoing, each of the Guarantors covenants that, so long as any Lender has any Commitment or Facility LC outstanding under the Credit Agreement or any Buyer, amount payable under the Credit Agreement or any credit or other information concerning the affairs, financial condition or business of the Company or the other Transaction Parties. (vii) There are no conditions precedent to the effectiveness of this Guaranty that have not been satisfied or waived. (b) Each Guarantor covenants and agrees that until Payment in Full of the Guaranteed ObligationsObligations shall remain unpaid, it will fully comply with each those covenants and agreements of the covenants (except Borrower applicable to the extent applicable only to a public company) which are such Guarantor set forth in Section 4 of the Securities Purchase Agreement as if such Guarantor were a party theretoCredit Agreement.

Representations, Warranties and Covenants. (a) Each Guarantor hereby represents and warrants as of the date first written above as follows: (i) such The Guarantor (A) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization as set forth on the signature pages hereto, (B) has all requisite corporate, limited liability company or limited partnership power and authority to conduct its business as now conducted and as presently contemplated and to execute, execute and deliver and perform its obligations under this Guaranty and each other Transaction Document to which such the Guarantor is a party, and to consummate the transactions contemplated hereby and thereby and (C) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary except where the failure to be so qualified (individually or in the aggregate) would not result in a Material Adverse Effect. (ii) The execution, delivery and performance by such the Guarantor of this Guaranty and each other Transaction Document to which such the Guarantor is a party (A) have been duly authorized by all necessary corporate, limited liability company or limited partnership action, (B) do not and will not contravene its charter, articles, certificate of formation charter or by-laws, its limited liability company or operating agreement or its certificate of partnership or partnership agreement, as applicable, or any applicable law or any contractual restriction binding on such the Guarantor or its properties (except where the contravention of such contractual restriction would not result in a Material Adverse Effect), (C) do not and will not result in or require the creation of any lien, security interest or encumbrance lien (other than pursuant to any Transaction Document) upon or with respect to any of its properties, and (CD) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to it or its operations or any of its properties. (iii) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person governmental authority is required in connection with the due execution, delivery and performance by such the Guarantor of this Guaranty or any of the other Transaction Documents to which such the Guarantor is a party (other than expressly provided for in any of the Transaction Documents). (iv) This Each of this Guaranty has been duly executed and delivered by each Guarantor and is, and each of the other Transaction Documents to which such the Guarantor is or will be a party, when executed and delivered, will be, a legal, valid and binding obligation of such the Guarantor, enforceable against such the Guarantor in accordance with its terms, except as may be limited by the Bankruptcy Code or other applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, suretyship or other similar laws and equitable principles (regardless of whether enforcement is sought in equity or at law). (v) There is no pending or, to the best knowledge of such the Guarantor, threatened action, suit or proceeding against such the Guarantor or to which any of the properties of such the Guarantor is subject, before any court or other Governmental Authority governmental authority or any arbitrator that (A) if adversely determined, could reasonably be expected to have a Material Adverse Effect or (B) relates to this Guaranty or any of the other Transaction Documents to which such the Guarantor is a party or any transaction contemplated hereby or thereby. (vi) Such The Guarantor (A) has read and understands the terms and conditions of the Securities Purchase Agreement and the other Transaction Documents, and (B) now has and will continue to have independent means of obtaining information concerning the affairs, financial condition and business of the Company Parent and the other Transaction Parties, and has no need of, or right to obtain from the Collateral Agent or any Buyer, any credit or other information concerning the affairs, financial condition or business of the Company Parent or the other Transaction Parties. (vii) There are no conditions precedent to Parties that may come under the effectiveness control of this Guaranty that have not been satisfied or waivedany Buyer. (b) Each The Guarantor covenants and agrees that until Payment in Full indefeasible full and final payment of the Guaranteed ObligationsObligations and/or complete conversion of all of the Company's obligations under the Notes to equity securities of the Company, it will comply with each of the covenants Sections 4[(j), (except to the extent applicable only to a public companyk), (l), (n) which are set forth in Section 4 of and (o)]of the Securities Purchase Agreement as if such the Guarantor were a party thereto.

Representations, Warranties and Covenants. The Pledgor represents and warrants that (a) Each Guarantor hereby represents the Pledgor is the legal record and warrants as of the date first written above as follows: (i) such Guarantor (A) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization as set forth on the signature pages hereto, (B) has all requisite corporate, limited liability company or limited partnership power and authority to conduct its business as now conducted and as presently contemplated and to execute, deliver and perform its obligations under this Guaranty and each other Transaction Document to which such Guarantor is a partybeneficial owner of, and has good and marketable title to, the Pledged Shares, subject to consummate no perfected lien whatsoever except the transactions contemplated hereby lien created by this Agreement; (b) no consent of any other person (including, without limitation, his creditors) and thereby and (C) no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority, domestic or foreign, is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary except where the failure required to be so qualified obtained by him in connection with the execution, delivery or performance of this Agreement; (individually or in c) the aggregate) would not result in a Material Adverse Effect. (ii) The execution, delivery and performance by such Guarantor of this Guaranty and each other Transaction Document to which such Guarantor is a party (A) have been duly authorized by all necessary corporate, limited liability company or limited partnership action, (B) do not and Agreement will not contravene its charter, articles, certificate violate any provision of formation or by-laws, its limited liability company or operating agreement or its certificate of partnership or partnership agreement, as applicable, or any applicable law or regulation, or of any contractual restriction order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of any mortgage, indenture, lease, contract or other agreement, instrument or undertaking to which the Pledgor is a party or which purports to be binding on such Guarantor upon the Pledgor or its properties do not upon any of the Pledgor's assets, and will not result in or require the creation or imposition of any lien on any of the Pledgor's assets except as contemplated by this Agreement; and (d) the Pledgor has delivered to the Pledgee the Pledged Shares, with the certificates therefor duly endorsed in blank or accompanied by stock powers duly endorsed in blank, and the pledge, assignment and delivery of the Pledged Shares pursuant to this Agreement creates a valid lien on and a perfected security interest in the Pledged Shares, and the proceeds thereof, subject to no prior lien, or to any agreement purporting to grant to any third party a security interest in the Pledgor's property or encumbrance (other than pursuant assets which would include the Pledged Shares. The Pledgor covenants and agrees that the Pledgor will not sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, the Collateral, nor will the Pledgor create, incur or permit to exist any Transaction Document) upon or perfected lien with respect to any part of its propertiesthe Collateral, and (C) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to it or its operations or any of its properties. (iii) No authorization or approval or other action byinterest therein, and no notice to or filing with, any Governmental Authority or other Person is required in connection with the due execution, delivery and performance by such Guarantor of this Guaranty or any proceeds thereof, except for the lien created by this Agreement, without the prior written consent of the other Transaction Documents to which such Guarantor is a party (other than expressly provided for in any of the Transaction Documents). (iv) This Guaranty has been duly executed and delivered by each Guarantor and is, and each of the other Transaction Documents to which such Guarantor is or will be a party, when executed and delivered, will be, a legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms, except as may be limited by the Bankruptcy Code or other applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, suretyship or similar laws and equitable principles (regardless of whether enforcement is sought in equity or at law). (v) There is no pending or, to the best knowledge of such Guarantor, threatened action, suit or proceeding against such Guarantor or to which any of the properties of such Guarantor is subject, before any court or other Governmental Authority or any arbitrator that (A) if adversely determined, could reasonably be expected to have a Material Adverse Effect or (B) relates to this Guaranty or any of the other Transaction Documents to which such Guarantor is a party or any transaction contemplated hereby or thereby. (vi) Such Guarantor (A) has read and understands the terms and conditions of the Securities Purchase Agreement Pledgee; and the other Transaction Documents, and (B) now has and will continue to have independent means of obtaining information concerning the affairs, financial condition and business of the Company and the other Transaction Parties, and has no need of, or right to obtain from the Collateral Agent or any Buyer, any credit or other information concerning the affairs, financial condition or business of the Company or the other Transaction Parties. (vii) There are no conditions precedent to the effectiveness of this Guaranty that have not been satisfied or waived. (b) Each Guarantor Pledgor further covenants and agrees that until Payment the Pledgor will defend the Pledgee's right, title and security interest in Full of the Guaranteed Obligations, it will comply with each of the covenants (except and to the extent applicable only Collateral and the proceeds thereof against the claims and demands of all persons; and the Pledgor further covenants and agrees to a public company) which are set forth deliver to the Pledgee from time to time on request such stock powers and similar documents, satisfactory in Section 4 of form and substance to the Securities Purchase Agreement Pledgee, with respect to the Collateral as if such Guarantor were a party theretothe Pledgee may request.

Representations, Warranties and Covenants. (a) Each Guarantor hereby of the Guarantors represents and warrants as (which representations and warranties shall be deemed to have been renewed at the time of the date first written above as followsmaking, conversion or continuation of any Loan or issuance of any Letter of Credit) that: (i) such Guarantor (A) It is a corporation, partnership or limited liability company duly and properly incorporated or limited partnership duly organized, as the case may be, validly existing and (to the extent such concept applies to such entity) in good standing under the laws of the its jurisdiction of its incorporation, organization as set forth on the signature pages hereto, (B) or formation and has all requisite corporate, limited liability company or limited partnership power and authority to conduct its business as now conducted and as presently contemplated and to execute, deliver and perform its obligations under this Guaranty and each other Transaction Document to which such Guarantor is a party, and to consummate the transactions contemplated hereby and thereby and (C) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary is conducted, except where to the extent that the failure to have such authority could not reasonably be so qualified (individually or in the aggregate) would not result in expected to have a Material Adverse Effect. (iiB) It (to the extent applicable) has the requisite corporate, partnership or limited liability company, as applicable, power and authority and legal right to execute and deliver this Guaranty and to perform its obligations hereunder. The execution, execution and delivery and performance by such each Guarantor of this Guaranty and the performance by each other Transaction Document to which such Guarantor is a party (A) of its obligations hereunder have been duly authorized by all necessary requisite corporate, partnership or limited liability company or limited partnership action, (B) do not and will not contravene its charter, articles, certificate of formation or by-laws, its limited liability company or operating agreement or its certificate of partnership or partnership agreementcompany, as applicable, or any applicable law or any contractual restriction binding on such Guarantor or its properties do not and will not result in or require the creation of any lien, security interest or encumbrance (other than pursuant to any Transaction Document) upon or with respect to any of its propertiesaction, and (C) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to it or its operations or any of its properties. (iii) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person is required in connection with the due execution, delivery and performance by such Guarantor of this Guaranty or any of the other Transaction Documents to which such Guarantor is a party (other than expressly provided for in any of the Transaction Documents). (iv) This Guaranty has been duly executed and delivered by each Guarantor and is, and each of the other Transaction Documents to which such Guarantor is or will be a party, when executed and delivered, will be, constitutes a legal, valid and binding obligation of such Guarantor, respectively, enforceable against such Guarantor Guarantor, respectively, in accordance with its terms, except as enforceability may be limited by the Bankruptcy Code or other applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, suretyship insolvency or similar laws and equitable principles (regardless affecting the enforcement of whether enforcement is sought in equity or at law)creditors’ rights generally. (vC) There is no pending orNeither the execution and delivery by it of this Guaranty, to nor the best knowledge consummation by it of such Guarantorthe transactions herein contemplated, threatened actionnor compliance by it with the provisions hereof will (i) violate any law, suit rule, regulation, order, writ, judgment, injunction, decree or proceeding against such Guarantor award binding on it or its articles or certificate of incorporation (or equivalent charter documents), limited liability company or partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating agreement or other management agreement, as the case may be, or the provisions of any indenture, instrument or agreement to which any of the properties of such Guarantor is subject, before any court or other Governmental Authority or any arbitrator that (A) if adversely determined, could reasonably be expected to have a Material Adverse Effect or (B) relates to this Guaranty Borrower or any of the other Transaction Documents to which such Guarantor its Subsidiaries is a party or is subject, or by which it, or its property, is bound, or (ii) conflict with, or constitute a default under, or result in, or require, the creation or imposition of any transaction contemplated hereby Lien in, of or thereby. (vi) Such Guarantor (A) has read and understands on its property pursuant to the terms and conditions of the Securities Purchase Agreement and the of, any such indenture, instrument or agreement (other Transaction Documentsthan any Loan Document). No order, and (B) now has and will continue to have independent means of obtaining information concerning the affairsconsent, financial condition and business of the Company and the other Transaction Partiesadjudication, and has no need approval, license, authorization, or validation of, or right to obtain from the Collateral Agent filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any Buyersubdivision thereof, any credit which has not been obtained by it, is required to be obtained by it in connection with the execution, delivery and performance by it of, or other information concerning the affairslegality, financial condition validity, binding effect or business enforceability against it of, this Guaranty. In addition to the foregoing, each of the Company Guarantors covenants that, so long as any Lender has any Commitment outstanding under the Credit Agreement or any amount payable under the Credit Agreement or any other Transaction Parties. Guaranteed Obligations (viiother than unasserted contingent indemnification obligations not yet due and payable) There are no conditions precedent to the effectiveness of this Guaranty that have not been satisfied or waived. (b) Each Guarantor covenants and agrees that until Payment in Full of the Guaranteed Obligationsshall remain unpaid, it will fully comply with each those covenants and agreements of the covenants (except Borrower applicable to the extent applicable only to a public company) which are such Guarantor set forth in Section 4 of the Securities Purchase Agreement as if such Guarantor were a party theretoCredit Agreement.

Representations, Warranties and Covenants. (a) Each Guarantor hereby represents and warrants as of the date first written above as follows: (i) such The Guarantor (A) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization as set forth on the signature pages heretoorganization, (B) has all requisite corporate, limited liability company or limited partnership power and authority to conduct its business as now conducted and as presently contemplated and to execute, execute and deliver and perform its obligations under this Guaranty and each other Transaction Document to which such the Guarantor is a party, and to consummate the transactions contemplated hereby and thereby and (C) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary except where the failure to be so qualified (individually or in the aggregate) would not result in a Material Adverse Effect. (ii) The execution, delivery and performance by such the Guarantor of this Guaranty and each other Transaction Document to which such the Guarantor is a party (A) have been duly authorized by all necessary corporate, limited liability company or limited partnership action, (B) do not and will not contravene its charter, articles, certificate of formation charter or by-laws, its limited liability company or operating agreement or its certificate of partnership or partnership agreement, as applicable, or any applicable law or any contractual restriction binding on such the Guarantor or its properties (except where the contravention of such contractual restriction would not result in a Material Adverse Effect), (C) do not and will not result in or require the creation of any lien, security interest or encumbrance lien (other than pursuant to any Transaction Document) upon or with respect to any of its properties, and (CD) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to it or its operations or any of its properties. (iii) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person governmental authority is required in connection with the due execution, delivery and performance by such the Guarantor of this Guaranty or any of the other Transaction Documents to which such the Guarantor is a party (other than expressly provided for in any of the Transaction Documents). (iv) This Each of this Guaranty has been duly executed and delivered by each Guarantor and is, and each of the other Transaction Documents to which such the Guarantor is or will be a party, when executed and delivered, will be, a legal, valid and binding obligation of such the Guarantor, enforceable against such the Guarantor in accordance with its terms, except as may be limited by the Bankruptcy Code or other applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, suretyship or other similar laws and equitable principles (regardless of whether enforcement is sought in equity or at law). (v) There is no pending or, to the best knowledge of such the Guarantor, threatened action, suit or proceeding against such the Guarantor or to which any of the properties of such the Guarantor is subject, before any court or other Governmental Authority governmental authority or any arbitrator that (A) if adversely determined, could reasonably be expected to have a Material Adverse Effect or (B) relates to this Guaranty or any of the other Transaction Documents to which such the Guarantor is a party or any transaction contemplated hereby or thereby. (vi) Such The Guarantor (A) has read and understands the terms and conditions of the Securities Purchase Agreement and the other Transaction Documents, and (B) now has and will continue to have independent means of obtaining information concerning the affairs, financial condition and business of the Company and the other Transaction Parties, and has no need of, or right to obtain from the Collateral Agent or any BuyerSecured Party, any credit or other information concerning the affairs, financial condition or business of the Company or the other Transaction Parties. (vii) There are no conditions precedent to Parties that may come under the effectiveness of this Guaranty that have not been satisfied or waived. (b) Each Guarantor covenants and agrees that until Payment in Full control of the Guaranteed Obligations, it will comply with each of the covenants (except to the extent applicable only to a public company) which are set forth in Section 4 of the Securities Purchase Agreement as if such Guarantor were a party theretoSecured Party.

Representations, Warranties and Covenants. (a) Each The Guarantor hereby represents and warrants as of the date first written above as follows: (ia) such The Guarantor (Ai) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction State of its organization as set forth on the signature pages heretoFlorida, (Bii) has all requisite corporate, limited liability company or limited partnership power and authority to conduct its business as now conducted and as presently contemplated and to execute, execute and deliver and perform its obligations under this Guaranty and each other Transaction Document to which such Guarantor is a party, and to consummate the transactions contemplated hereby and thereby hereby, and (Ciii) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary except where the failure to be so qualified (individually or in the aggregate) would not result in a material adverse effect on the business, operations, properties, prospects of financial condition of the Guarantor and its subsidiaries, taken as a whole (a “Material Adverse Effect”). (iib) The execution, delivery and performance by such the Guarantor of this Guaranty and each other Transaction Document to which such Guarantor is a party (Ai) have has been duly authorized by all necessary corporate, limited liability company or limited partnership corporate action, (Bii) do not and will does not contravene its charter, articles, certificate of formation incorporation or by-laws, its limited liability company or operating agreement or its certificate of partnership or partnership agreement, as applicable, or any applicable law or any contractual restriction binding on such the Guarantor or its properties do (except to the extent that such contraventions would not, individually or in the aggregate, result in or be reasonably expected to result in, a Material Adverse Effect), (iii) does not and will not result in or require the creation of any lien, security interest or encumbrance (other than pursuant to any Transaction Document) lien upon or with respect to any of its properties, and (Civ) do does not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to it or its operations or any of its propertiesproperties (except to the extent that such default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal would not, individually or in the aggregate, result in or be reasonably expected to result in, a Material Adverse Effect). (iiic) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person governmental authority is required in connection with the due execution, delivery and performance by such the Guarantor of this Guaranty (except to the extent that the failure to obtain such approval or any of other action, or give notice or make a filing, would not, individually or in the other Transaction Documents aggregate, result in or be reasonably expected to which such Guarantor is result in, a party (other than expressly provided for in any of the Transaction DocumentsMaterial Adverse Effect). (ivd) This Guaranty has been duly executed and delivered by each Guarantor and is, and each of the other Transaction Documents to which such Guarantor is or will be a party, when executed and delivered, will be, a legal, valid and binding obligation of such the Guarantor, enforceable against such the Guarantor in accordance with its termsthe terms hereof, except as may be limited by the Bankruptcy Code or other applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, suretyship or other similar laws and equitable principles (regardless of whether enforcement is sought in equity or at law). (v) There is no pending or, to the best knowledge of such Guarantor, threatened action, suit or proceeding against such Guarantor or to which any of the properties of such Guarantor is subject, before any court or other Governmental Authority or any arbitrator that (A) if adversely determined, could reasonably be expected to have a Material Adverse Effect or (B) relates to this Guaranty or any of the other Transaction Documents to which such Guarantor is a party or any transaction contemplated hereby or thereby. (vi) Such Guarantor (A) has read and understands the terms and conditions of the Securities Purchase Agreement and the other Transaction Documents, and (B) now has and will continue to have independent means of obtaining information concerning the affairs, financial condition and business of the Company and the other Transaction Parties, and has no need of, or right to obtain from the Collateral Agent or any Buyer, any credit or other information concerning the affairs, financial condition or business of the Company or the other Transaction Parties. (vii) There are no conditions precedent to the effectiveness of this Guaranty that have not been satisfied or waived. (b) Each Guarantor covenants and agrees that until Payment in Full of the Guaranteed Obligations, it will comply with each of the covenants (except to the extent applicable only to a public company) which are set forth in Section 4 of the Securities Purchase Agreement as if such Guarantor were a party thereto.

Representations, Warranties and Covenants. (a) Each Guarantor hereby The Company represents and warrants as of to the date first written above Investment Manager as follows: (i) such Guarantor (A) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization as set forth on the signature pages hereto, (B) Company has all requisite corporate, limited liability company or limited partnership full corporate power and authority to conduct its business as now conducted execute and as presently contemplated deliver this Agreement and to execute, deliver and perform its obligations under this Guaranty and each other Transaction Document to which such Guarantor is a party, and to consummate the transactions contemplated hereby and thereby and (C) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary except where the failure to be so qualified (individually or in the aggregate) would not result in a Material Adverse Effect.hereunder; (ii) The execution, delivery and performance by such Guarantor of this Guaranty and each other Transaction Document to which such Guarantor is Agreement constitutes a party (A) have been duly authorized by all necessary corporate, limited liability company or limited partnership action, (B) do not and will not contravene its charter, articles, certificate of formation or by-laws, its limited liability company or operating agreement or its certificate of partnership or partnership agreement, as applicable, or any applicable law or any contractual restriction binding on such Guarantor or its properties do not and will not result in or require the creation of any lien, security interest or encumbrance (other than pursuant to any Transaction Document) upon or with respect to any of its properties, and (C) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to it or its operations or any of its properties. (iii) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person is required in connection with the due execution, delivery and performance by such Guarantor of this Guaranty or any of the other Transaction Documents to which such Guarantor is a party (other than expressly provided for in any of the Transaction Documents). (iv) This Guaranty has been duly executed and delivered by each Guarantor and is, and each of the other Transaction Documents to which such Guarantor is or will be a party, when executed and delivered, will be, a legal, valid and binding obligation of such Guarantorthe Company, enforceable against such Guarantor the Company in accordance with its terms, except as such enforceability may be limited by the Bankruptcy Code or other applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, fraudulent conveyance, suretyship or moratorium and other similar laws and equitable principles (relating to or affecting creditors' rights or by general equity principles, regardless of whether enforcement such enforceability is sought considered in a proceeding in equity or at law).; (iii) the execution, delivery and performance of this Agreement by the Company do not violate (A) any law applicable to the Company, (B) any provision of the constituent documents of the Company, or (C) any agreement or instrument to which the Company is a party, except for such violations as would not have a material adverse effect on the ability of the Company to perform its obligations under this Agreement; (iv) no consent of any person, and no license, permit, approval or authorization of, exemption by, report to, or registration, filing or declaration with, any governmental authority is required by the Company in connection with the execution, delivery and performance of this Agreement other than those already obtained; (v) There the Company is no pending ornot an investment company (as that term is defined in the Investment Company Act of 1940, to as amended) nor exempt from the best knowledge definition of investment company by reason of Section 3(c)(1) of such Guarantor, threatened action, suit or proceeding against such Guarantor or to which any of the properties of such Guarantor is subject, before any court or other Governmental Authority or any arbitrator that (A) if adversely determined, could reasonably be expected to have a Material Adverse Effect or (B) relates to this Guaranty or any of the other Transaction Documents to which such Guarantor is a party or any transaction contemplated hereby or thereby.Act; (vi) Such Guarantor the Company is a “qualified institutional buyer” (A“QIB”) has read and understands the terms and conditions of as defined in Rule 144A under the Securities Purchase Agreement Act of 1933, as amended, and the other Transaction Documents, and (B) now has and Company will continue to have independent means of obtaining information concerning promptly notify the affairs, financial condition and business of Investment Manager if the Company and the other Transaction Parties, and has no need of, or right ceases to obtain from the Collateral Agent or any Buyer, any credit or other information concerning the affairs, financial condition or business of the Company or the other Transaction Parties.be a QIB; (vii) There the Company is a “qualified eligible person” (“QEP”) as defined in Commodity Futures Trading Commission Rule 4.7 (“CFTC Rule 4.7”), and the Company will promptly notify the Investment Manager if the Company ceases to be a QEP, and hereby consents to be treated as an “exempt account” under CFTC Rule 4.7 by the Investment Manager or any Sub-Manager, as the case may be; (viii) the Company is a “qualified purchaser” (“QP”) as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended, and the Company will promptly notify the Investment Manager if the Company ceases to be a QP; (ix) none of the assets contained in the Account are no conditions precedent or will be “plan assets” of an employee benefit plan subject to the effectiveness provisions of this Guaranty that have not been satisfied the Employee Retirement Income Security Act of 1974, as amended, or waived.Section 4975 of the Internal Revenue Code of 1986, as amended; (x) the Company has adopted appropriate anti-money laundering policies and procedures consistent with the applicable requirements of the USA PATRIOT Act and any other applicable anti-money laundering laws and regulations; and (xi) the Company has received a copy of the Investment Manager’s Form ADV Part 2A. (b) Each Guarantor covenants The Investment Manager represents and warrants, and with respect to clause (vii) below, covenants, to the Company as follows: (i) the Investment Manager has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (ii) this Agreement constitutes a binding obligation of the Investment Manager, enforceable against the Investment Manager in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws relating to or affecting creditors' rights or by general equity principles, regardless of whether such enforceability is considered in a proceeding in equity or at law; (iii) the execution, delivery and performance of this Agreement by the Investment Manager do not violate (A) any law applicable to the Investment Manager, (B) any provision of the articles of incorporation or by-laws of the Investment Manager, or (C) any agreement or instrument to which the Investment Manager is a party, except for such violations as would not have a material adverse effect on the ability of the Investment Manager to perform its obligations under this Agreement; (iv) no consent of any person, and no license, permit, approval or authorization of, exemption by, report to, or registration, filing or declaration with, any governmental authority is required by the Investment Manager in connection with the execution, delivery and performance of this Agreement other than those already obtained; (v) the Investment Manager is registered under the Investment Advisers Act of 1940, as amended, as an “investment adviser”; (vi) the Investment Manager has adopted appropriate anti-money laundering policies and procedures consistent with the applicable requirements of the USA PATRIOT Act and any other applicable anti-money laundering laws and regulations; and (vii) the Investment Manager shall continue to be registered under the Investment Advisers Act of 1940, as amended, as an “investment adviser” for as long as this Agreement is in full force and effect or until this Agreement is otherwise terminated in accordance with Section 7. (c) The Company acknowledges and agrees that until Payment that, in Full accordance with Section 4, the Investment Manager shall under no circumstances act as custodian of the Guaranteed Obligations, it will comply with each assets of the covenants (except Account or any securities or other investments purchased or sold for the Account or cash pending contribution to or distribution from any such investment or take or have title to or possession of the assets of the Account or any securities or other investments purchased or sold for the Account. The Investment Manager shall not have the power or authority to amend the terms of any of the Company’s custody arrangements with respect to the extent applicable only Account or related cash or to appoint a public company) which are set forth in Section 4 of custodian without the Securities Purchase Agreement as if such Guarantor were a party theretoCompany’s prior written consent.

Representations, Warranties and Covenants. (a) Each Guarantor hereby represents The Company represents, warrants and warrants as of covenants to the date first written above Holder as follows: (ia) such Guarantor (A) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization as set forth on the signature pages hereto, (B) this Warrant has all requisite corporate, limited liability company or limited partnership power and authority to conduct its business as now conducted and as presently contemplated and to execute, deliver and perform its obligations under this Guaranty and each other Transaction Document to which such Guarantor is a party, and to consummate the transactions contemplated hereby and thereby and (C) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary except where the failure to be so qualified (individually or in the aggregate) would not result in a Material Adverse Effect. (ii) The execution, delivery and performance by such Guarantor of this Guaranty and each other Transaction Document to which such Guarantor is a party (A) have been duly authorized and executed by all necessary corporatethe Company and is a valid and binding obligation of the Company enforceable in accordance with its terms; (b) the Warrant Shares are duly authorized and reserved for issuance by the Company and, limited liability company when issued in accordance with the terms hereof, will be validly issued, fully paid and non-assessable and not subject to any pre-emptive rights; (c) the execution and delivery of this Warrant are not, and the issuance of the Warrant Shares upon exercise of this Warrant in accordance with the terms hereof will not be, inconsistent with the Company’s Certificate of Incorporation, Memorandum of Association or limited partnership actionArticles of Association, (B) do not and will not contravene its charterany law, articlesgovernmental rule or regulation, certificate of formation judgment or by-lawsorder applicable to the Company and, its limited liability company or operating agreement or its certificate of partnership or partnership agreementexcept for consents that have already been obtained by the Company, as applicable, or any applicable law or any contractual restriction binding on such Guarantor or its properties do not and will not result in conflict with or require the creation of contravene any lienprovision of, security interest or encumbrance (other than pursuant to constitute a default under, any Transaction Document) upon or with respect to any of its propertiesindenture, and (C) do not and will not result in any defaultmortgage, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to it or its operations or any of its properties. (iii) No authorization or approval contract or other action by, and no notice to or filing with, any Governmental Authority or other Person is required in connection with instrument of which the due execution, delivery and performance by such Guarantor of this Guaranty or any of the other Transaction Documents to which such Guarantor is a party (other than expressly provided for in any of the Transaction Documents). (iv) This Guaranty has been duly executed and delivered by each Guarantor and is, and each of the other Transaction Documents to which such Guarantor is or will be a party, when executed and delivered, will be, a legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms, except as may be limited by the Bankruptcy Code or other applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, suretyship or similar laws and equitable principles (regardless of whether enforcement is sought in equity or at law). (v) There is no pending or, to the best knowledge of such Guarantor, threatened action, suit or proceeding against such Guarantor or to which any of the properties of such Guarantor is subject, before any court or other Governmental Authority or any arbitrator that (A) if adversely determined, could reasonably be expected to have a Material Adverse Effect or (B) relates to this Guaranty or any of the other Transaction Documents to which such Guarantor Company is a party or by which it is bound or require the consent or approval of, the giving of notice to, the registration with or the taking of any transaction contemplated hereby action in respect of or thereby.by, any federal, state or local governmental authority or agency or other person; (vid) Such Guarantor (A) has read and understands that it shall, upon the terms and conditions request of the Securities Purchase Agreement Holder, procure the approvals required in order to list the Warrant Shares for trading on TASE; and (e) the representations and warranties set forth in Section 3.8 of the other Transaction DocumentsConversion Agreement, and (B) now has and will continue to have independent means of obtaining information concerning the affairsdated September 28, financial condition and business of 2006, between the Company and the other Transaction PartiesHolder are true and correct on the date hereof as if made on the date hereof, and has no need of, or right to obtain from the Collateral Agent or any Buyer, any credit or other information concerning the affairs, financial condition or business of the Company or acknowledging that the other Transaction PartiesHolder is acquiring the Warrant in full reliance upon the representations and warranties made by the Company in this Warrant, including this Section 10(e). (vii) There are no conditions precedent to the effectiveness of this Guaranty that have not been satisfied or waived. (b) Each Guarantor covenants and agrees that until Payment in Full of the Guaranteed Obligations, it will comply with each of the covenants (except to the extent applicable only to a public company) which are set forth in Section 4 of the Securities Purchase Agreement as if such Guarantor were a party thereto.

Representations, Warranties and Covenants. (a) Each Guarantor hereby represents and warrants as of the date first written above as follows: (i) such Guarantor (A) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization as set forth on the signature pages hereto, (B) has all requisite corporate, limited liability company or limited partnership power and authority to conduct its business as now conducted and as presently contemplated and to execute, deliver and perform its obligations under this Guaranty and each other Transaction Document to which such Guarantor is a party, and to consummate the transactions contemplated hereby and thereby and (C) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary except where the failure to be so qualified (individually or in the aggregate) would not result in a Material Adverse Effect. (ii) The execution, delivery and performance by such Guarantor of this Guaranty and each other Transaction Document to which such Guarantor is a party (A) have been duly authorized by all necessary corporate, limited liability company or limited partnership action, (B) do not and will not contravene its charter, articles, certificate of formation or by-laws, its limited liability company or operating agreement or its certificate of partnership or partnership agreement, as applicable, or any applicable law or any contractual restriction binding on such Guarantor or its properties do not and will not result in or require the creation of any lien, security interest or encumbrance (other than pursuant to any Transaction DocumentPermitted Liens) upon or with respect to any of its properties, and (C) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to it or its operations or any of its properties, except in the case of clause (C) of this paragraph, as would not be reasonably expected to have a Material Adverse Effect. (iii) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person is required in connection with the due execution, delivery and performance by such Guarantor of this Guaranty or any of the other Transaction Documents to which such Guarantor is a party (other than expressly provided for in any of the Transaction DocumentsDocuments or which have been obtained or made). (iv) This Guaranty has been duly executed and delivered by each Guarantor and is, and each of the other Transaction Documents to which such Guarantor is or will be a party, when executed and delivered, will be, a legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms, except as may be limited by the Bankruptcy Code or other applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, suretyship or similar laws and equitable principles (regardless of whether enforcement is sought in equity or at law). (v) There is no pending or, to the best knowledge of such Guarantor, threatened (in writing) action, suit or proceeding against such Guarantor or to which any of the properties of such Guarantor is subject, before any court or other Governmental Authority or any arbitrator that (A) if adversely determined, could would reasonably be expected to have a Material Adverse Effect or (B) relates to this Guaranty or any of the other Transaction Documents to which such Guarantor is a party or any transaction contemplated hereby or thereby. (vi) Such Guarantor (A) has read and understands the terms and conditions of the Securities Purchase Agreement and the other Transaction Documents, and (B) now has and will continue to have independent means of obtaining information concerning the affairs, financial condition and business of the Company and the other Transaction Parties, and has no need of, or right to obtain from the Collateral Agent or any Buyer, any credit or other information concerning the affairs, financial condition or business of the Company or the other Transaction Parties. (vii) There are no conditions precedent to the effectiveness of this Guaranty that have not been satisfied or waived. (b) Each Guarantor covenants and agrees that until Payment in Full of the Guaranteed Obligations, it will comply with each of the covenants (except to the extent applicable only to a public company) which are set forth in Section 4 of the Securities Purchase Agreement as if such Guarantor were a party thereto.

Representations, Warranties and Covenants. (a) Each Guarantor hereby represents and warrants as of the date first written above as follows: (i) such Each Guarantor (A) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization as set forth on the signature pages hereto, (B) has all requisite corporate, limited liability company or limited partnership power and authority to conduct its business as now conducted and as presently contemplated and to execute, execute and deliver and perform its obligations under this Guaranty and each other Transaction Document to which such the Guarantor is a party, and to consummate the transactions contemplated hereby and thereby and (C) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary except where the failure to be so qualified (individually or in the aggregate) would not result in a Material Adverse Effect. (ii) The execution, delivery and performance by such each Guarantor of this Guaranty and each other Transaction Document to which such Guarantor is a party (A) have been duly authorized by all necessary corporate, limited liability company or limited partnership action, (B) do not and will not contravene its charter, articles, certificate of formation charter or by-laws, its limited liability company or operating agreement or its certificate of partnership or partnership agreement, as applicable, or any applicable law or any contractual restriction binding on such the Guarantor or its properties do not and will not result in or require the creation of any lien, security interest or encumbrance lien (other than pursuant to any Transaction Document) upon or with respect to any of its properties, and (C) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to it or its operations or any of its properties. (iii) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person governmental authority is required in connection with the due execution, delivery and performance by such the Guarantor of this Guaranty or any of the other Transaction Documents to which such the Guarantor is a party (other than expressly provided for in any of the Transaction Documents). (iv) This Each of this Guaranty has been duly executed and delivered by each Guarantor and is, and each of the other Transaction Documents to which such the Guarantor is or will be a party, when executed and delivered, will be, a legal, valid and binding obligation of such the Guarantor, enforceable against such the Guarantor in accordance with its terms, except as may be limited by the Bankruptcy Code or other applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, suretyship or other similar laws and equitable principles (regardless of whether enforcement is sought in equity or at law). (v) There is no pending or, to the best knowledge of such the Guarantor, threatened action, suit or proceeding against such the Guarantor or to which any of the properties of such the Guarantor is subject, before any court or other Governmental Authority governmental authority or any arbitrator that (A) if adversely determined, could reasonably be expected to have a Material Adverse Effect Effect, other than as disclosed in a Schedule to the Merger Agreement, or (B) relates to this Guaranty or any of the other Transaction Documents to which such the Guarantor is a party or any transaction contemplated hereby or thereby. (vi) Such The Guarantor (A) has read and understands the terms and conditions of the Securities Purchase Agreement SPA, the Notes and the other Transaction Documents, and (B) now has and will continue to have independent means of obtaining information concerning the affairs, financial condition and business of the Company Parent and the other Transaction Parties, and has no need of, or right to obtain from the Collateral Agent or any BuyerBuyers, any credit or other information concerning the affairs, financial condition or business of the Company Parent or the other Transaction Parties. (vii) There are no conditions precedent to Parties that may come under the effectiveness control of this Guaranty that have not been satisfied or waivedthe Buyers. (b) Each The Guarantor covenants and agrees that until Payment the indefeasible payment in Full full in cash of all obligations under the Notes (together with any matured indemnification obligations as of the Guaranteed Obligationsdate of such payment, but excluding any inchoate or unmatured contingent indemnification obligations) and payment of all other amounts payable under this Guaranty (excluding any inchoate or unmatured contingent indemnification obligations), it will comply with each of the covenants (except to the extent applicable only to a public company) which are set forth in subsections (j) and (l) of Section 4 of the Securities Purchase Agreement SPA as if such the Guarantor were a party thereto.

Representations, Warranties and Covenants. (a) Each Guarantor hereby of the Guarantors represents and warrants to each Holder as of the date first written above as followsof this Agreement that: (A) It (i) such Guarantor (A) is a corporation, partnership or limited liability company company, duly incorporated or limited partnership duly organized, as the case may be, validly existing and in good standing under the laws of the its jurisdiction of incorporation or organization, (ii) is duly qualified to do business as a foreign entity and is in good standing under the laws of each jurisdiction where the business by it makes such qualification necessary, and (iii) has all requisite corporate, partnership or limited liability power and authority, as the case may be, to own, operate and encumber its organization as set forth property and to conduct its business in each jurisdiction in which its business is conducted except to the extent that the failure to have such authority could not reasonably be expected to have a material adverse effect (a) on the signature pages heretobusiness, financial condition, operations or properties of a Guarantor taken as a whole or (b) on its ability to perform its obligations hereunder. (B) It has all the requisite corporate, limited liability company or limited partnership partnership, as applicable, power and authority and legal right to conduct its business as now conducted execute and as presently contemplated deliver this Guaranty and to execute, deliver and perform its obligations under this Guaranty hereunder. The execution and each other Transaction Document to which such Guarantor is a party, and to consummate the transactions contemplated hereby and thereby and (C) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased delivery by it or in which the transaction of its business makes such qualification necessary except where the failure to be so qualified (individually or in the aggregate) would not result in a Material Adverse Effect. (ii) The execution, delivery and performance by such Guarantor of this Guaranty and the performance of each other Transaction Document to which such Guarantor is a party (A) of its obligations hereunder have been duly authorized by all necessary corporate, limited liability company or limited partnership action, (B) do not and will not contravene its charter, articles, certificate of formation or by-laws, its limited liability company or operating agreement or its certificate of partnership or partnership agreement, as applicable, or any applicable law or any contractual restriction binding on such Guarantor or its properties do not and will not result in or require the creation of any lien, security interest or encumbrance (other than pursuant to any Transaction Document) upon or with respect to any of its propertiesproper proceedings, and (C) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to it or its operations or any of its properties. (iii) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person is required in connection with the due execution, delivery and performance by such Guarantor of this Guaranty or any of the other Transaction Documents to which such Guarantor is a party (other than expressly provided for in any of the Transaction Documents). (iv) This Guaranty has been duly executed and delivered by each Guarantor and is, and each of the other Transaction Documents to which such Guarantor is or will be a party, when executed and delivered, will be, constitutes a legal, valid and binding obligation of such each Guarantor, enforceable against such Guarantor Guarantor, in accordance with its terms, except as enforceability may be limited by the Bankruptcy Code or other applicable (i) bankruptcy, insolvency, reorganizationfraudulent conveyances or transfers, moratorium, fraudulent conveyance, suretyship reorganization or similar laws and relating to or affecting the enforcement of creditors’ rights generally, (ii) general equitable principles (regardless of whether enforcement is sought considered in a proceeding in equity or at law), and (iii) requirements of reasonableness, good faith and fair dealing. (vC) There is no pending orNeither the execution and delivery by it of this Guaranty, to nor the best knowledge consummation by it of the transactions herein contemplated, nor compliance by it with the terms and provisions hereof, will (i) conflict with the charter or other organizational documents of such Guarantor, threatened action(ii) conflict with, suit result in a breach of or proceeding against constitute (with or without notice or lapse of time or both) a default under any law, rule, regulation, order, writ, judgment, injunction, decree or award (including, without limitation, any environmental property transfer laws or regulations) applicable to such Guarantor or to which any provisions of the properties of such Guarantor is subjectany indenture, before any court instrument or other Governmental Authority or any arbitrator that (A) if adversely determined, could reasonably be expected to have a Material Adverse Effect or (B) relates to this Guaranty or any of the other Transaction Documents agreement to which such Guarantor is a party or is subject or which it or its property is bound or affected, or require termination of any transaction contemplated hereby such indenture, instrument or thereby. agreement, (viiii) Such Guarantor (A) has read and understands result in or require the terms and conditions creation or imposition of any Lien whatsoever upon any of the Securities property or assets of such Guarantor, other than Liens permitted or created by the Note Purchase Agreement Agreement, or (iv) require any approval of such Guarantor’s board of directors or shareholders or unitholders except such as have been obtained. The execution, delivery and performance by the other Transaction Documents, and (B) now has Guarantors of this Guaranty do not and will continue to have independent means of obtaining information concerning the affairsnot require any registration with, financial condition and business of the Company and the other Transaction Parties, and has no need consent or approval of, or right to obtain from the Collateral Agent or any Buyernotice to, any credit or other information concerning the affairsaction to, financial condition with or business of the Company by any governmental authority, including under any environmental property transfer laws or the other Transaction Parties. (vii) There are no conditions precedent regulations, except filings, consents or notices which have been made. In addition to the effectiveness of this Guaranty that have not been satisfied or waived. (b) Each Guarantor covenants and agrees that until Payment in Full of the Guaranteed Obligationsforegoing, it will comply with each of the Guarantors covenants (except that, so long as any amount is payable under the Note Purchase Agreement or the Notes or any other Guaranteed Obligations shall remain unpaid, it will, and, if necessary, will enable the Borrower to, fully comply with those covenants and agreements of the Borrower applicable to the extent applicable only to a public company) which are such Guarantor set forth in Section 4 of the Securities Note Purchase Agreement as if such Guarantor were a party theretoAgreement.

Representations, Warranties and Covenants. (a) Each Guarantor hereby of the Guarantors represents and warrants as (which representations and warranties shall be deemed to have been renewed at the time of the date first written above as followsmaking, conversion or continuation of any Loan or issuance of any Letter of Credit) that: (i) such Guarantor (A) It is a corporation, partnership or limited liability company duly and properly incorporated or limited partnership duly organized, as the case may be, validly existing and (to the extent such concept applies to such entity) in good standing under the laws of the its jurisdiction of its incorporation, organization as set forth on the signature pages hereto, (B) or formation and has all requisite corporate, limited liability company or limited partnership power and authority to conduct its business as now conducted and as presently contemplated and to execute, deliver and perform its obligations under this Guaranty and each other Transaction Document to which such Guarantor is a party, and to consummate the transactions contemplated hereby and thereby and (C) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary is conducted, except where to the extent that the failure to have such authority could not reasonably be so qualified (individually or in the aggregate) would not result in expected to have a Material Adverse Effect. (iiB) It (to the extent applicable) has the requisite power and authority and legal right to execute and deliver this Guaranty and to perform its obligations hereunder. The execution, execution and delivery and performance by such each Guarantor of this Guaranty and the performance by each other Transaction Document to which such Guarantor is a party (A) of its obligations hereunder have been duly authorized by all necessary corporate, limited liability company or limited partnership action, (B) do not and will not contravene its charter, articles, certificate of formation or by-laws, its limited liability company or operating agreement or its certificate of partnership or partnership agreement, as applicable, or any applicable law or any contractual restriction binding on such Guarantor or its properties do not and will not result in or require the creation of any lien, security interest or encumbrance (other than pursuant to any Transaction Document) upon or with respect to any of its propertiesproper proceedings, and (C) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to it or its operations or any of its properties. (iii) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person is required in connection with the due execution, delivery and performance by such Guarantor of this Guaranty or any of the other Transaction Documents to which such Guarantor is a party (other than expressly provided for in any of the Transaction Documents). (iv) This Guaranty has been duly executed and delivered by each Guarantor and is, and each of the other Transaction Documents to which such Guarantor is or will be a party, when executed and delivered, will be, constitutes a legal, valid and binding obligation of such Guarantor, respectively, enforceable against such Guarantor Guarantor, respectively, in accordance with its terms, except as enforceability may be limited by the Bankruptcy Code or other applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, suretyship insolvency or similar laws and equitable principles (regardless affecting the enforcement of whether enforcement is sought in equity or at law)creditors’ rights generally. (vC) There is no pending orNeither the execution and delivery by it of this Guaranty, to nor the best knowledge consummation by it of such Guarantorthe transactions herein contemplated, threatened actionnor compliance by it with the provisions hereof will (i) violate any law, suit rule, regulation, order, writ, judgment, injunction, decree or proceeding against such Guarantor award binding on it or its articles or certificate of incorporation (or equivalent charter documents), limited liability company or partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating agreement or other management agreement, as the case may be, or the provisions of any indenture, instrument or agreement to which any of the properties of such Guarantor is subject, before any court or other Governmental Authority or any arbitrator that (A) if adversely determined, could reasonably be expected to have a Material Adverse Effect or (B) relates to this Guaranty Borrowers or any of the other Transaction Documents to which such Guarantor its Subsidiaries is a party or is subject, or by which it, or its property, is bound, or (ii) conflict with, or constitute a default under, or result in, or require, the creation or imposition of any transaction contemplated hereby Lien in, of or therebyon its property pursuant to the terms of, any such indenture, instrument or agreement (other than any Loan Document). No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by it, is required to be obtained by it in connection with the execution, delivery and performance by it of, or the legality, validity, binding effect or enforceability against it of, this Guaranty. (viD) Such Guarantor (A) It has read and understands the terms and conditions no Indebtedness other than Indebtedness permitted under Section 6.01 of the Securities Purchase Agreement and the other Transaction Documents, and (B) now has and will continue to have independent means of obtaining information concerning the affairs, financial condition and business of the Company and the other Transaction Parties, and has no need of, or right to obtain from the Collateral Agent or any Buyer, any credit or other information concerning the affairs, financial condition or business of the Company or the other Transaction Parties. (vii) There are no conditions precedent Credit Agreement. In addition to the effectiveness of this Guaranty that have not been satisfied or waived. (b) Each Guarantor covenants and agrees that until Payment in Full of the Guaranteed Obligationsforegoing, it will comply with each of the Guarantors covenants (except that, so long as any Lender has any Commitment or Letter of Credit outstanding under the Credit Agreement or any amount payable under the Credit Agreement or any other Guaranteed Obligations shall remain unpaid, it will, and, if necessary, will enable each of the Borrowers to, fully comply with those covenants and agreements of such Borrower applicable to the extent applicable only to a public company) which are such Guarantor set forth in Section 4 of the Securities Purchase Agreement as if such Guarantor were a party theretoCredit Agreement.

Representations, Warranties and Covenants. (a) Each Guarantor hereby of the Guarantors represents and warrants to each Lender and the Administrative Agent as of the date first written above as followsof this Guaranty, giving effect to the consummation of the transactions contemplated by the Loan Documents on the Effective Date that: (a) It (i) such Guarantor (A) is a corporation, partnership or limited liability company duly incorporated or limited partnership duly organized, as the case may be, validly existing and in good standing under the laws of the its jurisdiction of its organization as set forth on the signature pages heretoincorporation or organization, (B) has all requisite corporate, limited liability company or limited partnership power and authority to conduct its business as now conducted and as presently contemplated and to execute, deliver and perform its obligations under this Guaranty and each other Transaction Document to which such Guarantor is a party, and to consummate the transactions contemplated hereby and thereby and (Cii) is duly qualified to do business as a foreign entity and is in good standing (to the extent such concept is applicable) under the laws of each jurisdiction where the business conducted by it makes such qualification necessary, and (iii) has all requisite corporate, partnership or limited liability company power and authority, as the case may be, to own, operate and encumber its property and to conduct its business in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary is conducted or proposed to be conducted, except where to the extent that the failure to have such authority could not reasonably be so qualified (individually or in the aggregate) would not expected to result in a Material Adverse Effect. (iib) The execution, delivery and performance by such Guarantor of this Guaranty and each other Transaction Document to which such Guarantor is a party (A) have been duly authorized by all necessary It has the requisite corporate, limited liability company or limited partnership actionpartnership, (B) do not as applicable, power and will not contravene authority and legal right to execute and deliver this Guaranty and to perform its charterobligations hereunder. The execution and delivery by it of this Guaranty and the performance of its obligations hereunder have been duly authorized by proper corporate, articles, certificate of formation or by-laws, its limited liability company or operating agreement partnership proceedings, including any required shareholder, member or its certificate of partnership or partnership agreement, as applicable, or any applicable law or any contractual restriction binding on such Guarantor or its properties do not and will not result in or require the creation of any lien, security interest or encumbrance (other than pursuant to any Transaction Document) upon or with respect to any of its propertiespartner approval, and (C) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to it or its operations or any of its properties. (iii) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person is required in connection with the due execution, delivery and performance by such Guarantor of this Guaranty or any of the other Transaction Documents to which such Guarantor is a party (other than expressly provided for in any of the Transaction Documents). (iv) This Guaranty has been duly executed and delivered by each Guarantor and is, and each of the other Transaction Documents to which such Guarantor is or will be a party, when executed and delivered, will be, constitutes a legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor Guarantor, in accordance with its terms, except as enforceability may be limited by the Bankruptcy Code or other applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, suretyship or similar laws and equitable principles (regardless affecting the enforcement of whether enforcement is sought in equity or at law)creditors’ rights generally. (vc) There is no pending orNeither the execution and delivery by it of this Guaranty, to nor the best knowledge consummation by it of the transactions herein contemplated, nor compliance by it with the terms and provisions hereof, will (i) conflict with the charter or other organizational documents of such Guarantor, threatened action(ii) conflict with, suit result in a breach of or proceeding against constitute (with or without notice or lapse of time or both) a default under any law, rule, regulation, order, writ, judgment, injunction, decree or award (including, without limitation, any environmental property transfer laws or regulations) applicable to such Guarantor or any provisions of any indenture, instrument or agreement to which any of the properties of such Guarantor is subject, before any court or other Governmental Authority or any arbitrator that (A) if adversely determined, could reasonably be expected to have a Material Adverse Effect or (B) relates to this Guaranty Borrower or any of the Borrower’s Subsidiaries is party or is subject or by which it or its property is bound or affected, or require termination of any such indenture, instrument or agreement, (iii) result in the creation or imposition of any Lien whatsoever upon any of the property or assets of such Guarantor, other Transaction than Liens permitted or created by the Loan Documents, or (iv) require any approval of such Guarantor’s board of directors, shareholders, members, partners or unitholders except such as have been obtained. The execution, delivery and performance by such Guarantor of each of the Loan Documents to which such Guarantor is a party or any transaction contemplated hereby or thereby. (vi) Such Guarantor (A) has read and understands the terms and conditions of the Securities Purchase Agreement and the other Transaction Documents, and (B) now has do not and will continue to have independent means of obtaining information concerning the affairsnot require any registration with, financial condition and business of the Company and the other Transaction Parties, and has no need consent or approval of, or right to obtain from the Collateral Agent or any Buyernotice to, any credit or other information concerning the affairsaction to, financial condition with or business of the Company by any Governmental Authority, except filings, consents or the other Transaction Parties. (vii) There are no conditions precedent notices which have been made. In addition to the effectiveness of this Guaranty that have not been satisfied or waived. (b) Each Guarantor covenants and agrees that until Payment in Full of the Guaranteed Obligationsforegoing, it will comply with each of the Guarantors covenants (except that, so long as any Lender has any Commitment outstanding under the Credit Agreement or any amount payable under the Credit Agreement or any other Obligations shall remain unpaid, it will, and, if necessary, will cause the Borrower to, fully comply with those covenants and agreements of the Borrower applicable to the extent applicable only to a public company) which are such Guarantor set forth in Section 4 of the Securities Purchase Agreement as if such Guarantor were a party theretoCredit Agreement.

Representations, Warranties and Covenants. The Guarantor hereby represents, warrants and covenants to and with the Collateral Trustee that: (a) Each The Guarantor hereby represents has the corporate power to execute and warrants as of the date first written above as follows: (i) such Guarantor (A) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization as set forth on the signature pages hereto, (B) has all requisite corporate, limited liability company or limited partnership power and authority to conduct its business as now conducted and as presently contemplated deliver this Guaranty and to execute, deliver incur and perform its obligations under this Guaranty and each other Transaction Document to which such Guarantor is a party, and to consummate the transactions contemplated hereby and thereby and (C) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary except where the failure to be so qualified (individually or in the aggregate) would not result in a Material Adverse Effect.hereunder; (iib) The Guarantor has duly taken all necessary corporate action to authorize the execution, delivery and performance by such Guarantor of this Guaranty and each other Transaction Document to which such Guarantor is a party incur and perform its obligations hereunder; (Ac) have been duly authorized Other than the entry by all necessary corporatethe Bankruptcy Court of the Final Order (as defined in the Plan) confirming the Plan, limited liability company or limited partnership actionno consent, (B) do not and will not contravene its charter, articles, certificate of formation or by-laws, its limited liability company or operating agreement or its certificate of partnership or partnership agreement, as applicable, or any applicable law or any contractual restriction binding on such Guarantor or its properties do not and will not result in or require the creation of any lien, security interest or encumbrance (other than pursuant to any Transaction Document) upon or with respect to any of its properties, and (C) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, licenseapproval, authorization or approval applicable to it or its operations or any of its properties. (iii) No authorization or approval or other action by, and no notice to or of, or declaration or filing with, any Governmental Authority governmental or other Person public body, or any other Person, is required in connection with for the due authorization, execution, delivery and performance by such the Guarantor of this Guaranty or the consummation of the transactions contemplated hereby; (d) The execution, delivery and performance by the Guarantor of this Guaranty do not and will not violate or otherwise conflict with any term or provision of any material agreement, instrument, judgment, decree, order or any statute, rule or governmental regulation applicable to the Guarantor or result in the creation of any security interest in or Lien upon any of the other Transaction Documents to which such Guarantor is a party (other than expressly provided for in any of the Transaction Documents).its properties or assets pursuant thereto; (ive) This Guaranty has been duly authorized, executed and delivered by each the Guarantor and is, and each of constitutes the other Transaction Documents to which such Guarantor is or will be a party, when executed and delivered, will be, a legal, valid and binding obligation of such the Guarantor, and is enforceable against such the Guarantor in accordance with its terms, except as enforcement thereof may be limited by subject to the Bankruptcy Code or other effect of any applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, suretyship moratorium or similar laws law affecting creditors' rights generally, and equitable general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law).; and (vf) There is no pending or, No proceeding referred to the best knowledge of such Guarantor, threatened action, suit in paragraph (f) or proceeding against such Guarantor or to which any (g) of the properties definition of such Guarantor is subject, before any court or other Governmental Authority or any arbitrator that (A) if adversely determined, could reasonably be expected to have a Material Adverse Effect or (B) relates to this Guaranty or any "Event of the other Transaction Documents to which such Guarantor is a party or any transaction contemplated hereby or thereby. (vi) Such Guarantor (A) has read and understands the terms and conditions of the Securities Purchase Agreement and the other Transaction Documents, and (B) now has and will continue to have independent means of obtaining information concerning the affairs, financial condition and business of the Company and the other Transaction Parties, and has no need of, or right to obtain from the Collateral Agent or any Buyer, any credit or other information concerning the affairs, financial condition or business of the Company or the other Transaction Parties. (vii) There are no conditions precedent to the effectiveness of this Guaranty that have not been satisfied or waived. (b) Each Guarantor covenants and agrees that until Payment in Full of the Guaranteed Obligations, it will comply with each of the covenants (except to the extent applicable only to a public company) which are Default" set forth in Section the Class 4 Note is pending against the Guarantor and no other event referred to in such paragraphs has occurred and is continuing, and the property of the Securities Purchase Agreement as if such Guarantor were a party theretois not subject to any assignment for the benefit of creditors.

Representations, Warranties and Covenants. Each Guarantor hereby represents, warrants and covenants to and with the Agent that: (a) Each The Guarantor hereby represents has the power to execute and warrants as of the date first written above as follows: (i) such Guarantor (A) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization as set forth on the signature pages hereto, (B) has all requisite corporate, limited liability company or limited partnership power and authority to conduct its business as now conducted and as presently contemplated deliver this Guarantee and to execute, deliver incur and perform its obligations under this Guaranty and each other Transaction Document to which such Guarantor is a party, and to consummate the transactions contemplated hereby and thereby and (C) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary except where the failure to be so qualified (individually or in the aggregate) would not result in a Material Adverse Effect.hereunder; (iib) The Guarantor has duly taken all necessary action to authorize the execution, delivery and performance by such Guarantor of this Guaranty Guarantee and each other Transaction Document to which such Guarantor is a party incur and perform its obligations hereunder; (Ac) have been duly authorized by all necessary corporateNo consent, limited liability company or limited partnership action, (B) do not and will not contravene its charter, articles, certificate of formation or by-laws, its limited liability company or operating agreement or its certificate of partnership or partnership agreement, as applicable, or any applicable law or any contractual restriction binding on such Guarantor or its properties do not and will not result in or require the creation of any lien, security interest or encumbrance (other than pursuant to any Transaction Document) upon or with respect to any of its properties, and (C) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, licenseapproval, authorization or approval applicable to it or its operations or any of its properties. (iii) No authorization or approval or other action by, and no notice to or of, or declaration or filing with, any Governmental Authority governmental or other Person public body, or any other Person, is required in connection with for the due authorization, execution, delivery and performance by such the Guarantor of this Guaranty Guarantee or the consummation of the transactions contemplated hereby; (d) The execution, delivery and performance by the Guarantor of this Guarantee, do not and will not violate or otherwise conflict with any term or provision of any material agreement, instrument, judgment, decree, order or any statute, rule or governmental regulation applicable to the Guarantor or result in the creation of the other Transaction Documents to which such Guarantor is a party (other than expressly provided for in any Lien upon any of the Transaction Documents).its properties or assets pursuant thereto; (ive) This Guaranty Guarantee has been duly authorized, executed and delivered by each the Guarantor and is, and each of constitutes the other Transaction Documents to which such Guarantor is or will be a party, when executed and delivered, will be, a legal, valid and binding obligation of such the Guarantor, and is enforceable against such the Guarantor in accordance with its terms, except as may be limited by the Bankruptcy Code or other subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, suretyship moratorium or similar laws law affecting creditors’ rights generally and equitable general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law).; (vf) There No proceeding referred to in paragraph (g) or (h) of Article VII of the Credit Agreement is pending against the Guarantor and no pending or, other event referred to in such paragraphs (g) and (h) of such Article VII has occurred and is continuing with respect to the best knowledge of such Guarantor, threatened action, suit or proceeding against such Guarantor or to which any and the property of the properties of such Guarantor is subject, before not subject to any court or other Governmental Authority or any arbitrator that (A) if adversely determined, could reasonably be expected to have a Material Adverse Effect or (B) relates to this Guaranty or any assignment for the benefit of the other Transaction Documents to which such Guarantor is a party or any transaction contemplated hereby or thereby.creditors; and (vi) Such Guarantor (A) has read and understands the terms and conditions of the Securities Purchase Agreement and the other Transaction Documents, and (B) now has and will continue to have independent means of obtaining information concerning the affairs, financial condition and business of the Company and the other Transaction Parties, and has no need of, or right to obtain from the Collateral Agent or any Buyer, any credit or other information concerning the affairs, financial condition or business of the Company or the other Transaction Parties. (vii) There are no conditions precedent to the effectiveness of this Guaranty that have not been satisfied or waived. (bg) Each Guarantor covenants and agrees that until Payment in Full will take all necessary actions to comply with the provisions of the Guaranteed Obligations, it will comply with each of the covenants (except Credit Agreement applicable to the extent applicable only to a public company) which are set forth in Section 4 of the Securities Purchase Agreement as if such Guarantor were a party theretoit.

Representations, Warranties and Covenants. (a) Each Guarantor Guarantor, jointly and severally with each other Grantor, hereby represents and warrants with respect to itself and each other Grantor as of the date first written above as follows: (i) such Guarantor (A) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization as set forth on the signature pages hereto, (B) has all requisite corporate, limited liability company or limited partnership power and authority to conduct its business as now conducted and as presently contemplated and to execute, deliver and perform its obligations under this Guaranty and each other Transaction Document to which such Guarantor is a party, and to consummate the transactions contemplated hereby and thereby and (C) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary except where the failure to be so qualified (individually or in the aggregate) would not result in a Material Adverse Effect. (ii) The execution, delivery and performance by such Guarantor of this Guaranty and each other Transaction Document to which such Guarantor is a party (A) have been duly authorized by all necessary corporate, limited liability company or limited partnership action, (B) do not and will not contravene its charter, articles, certificate of formation or by-laws, its limited liability company or operating agreement or its certificate of partnership or partnership agreement, as applicable, or any applicable law or any contractual restriction binding on such Guarantor or its properties do not and will not result in or require the creation of any lien, security interest or encumbrance (other than pursuant to any Transaction Document) upon or with respect to any of its properties, and (C) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to it or its operations or any of its properties. (iii) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person is required in connection with the due execution, delivery and performance by such Guarantor of this Guaranty or any of the other Transaction Documents to which such Guarantor is a party (other than expressly provided for in any of the Transaction Documents). (iv) This Guaranty has been duly executed and delivered by each Guarantor and is, and each of the other Transaction Documents to which such Guarantor is or will be a party, when executed and delivered, will be, a legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms, except as may be limited by the Bankruptcy Code or other applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, suretyship or similar laws and equitable principles (regardless of whether enforcement is sought in equity or at law). (v) There is no pending or, to the best knowledge of such Guarantor, threatened action, suit or proceeding against such Guarantor or to which any of the properties of such Guarantor is subject, before any court or other Governmental Authority or any arbitrator that (A) if adversely determined, could reasonably be expected to have a Material Adverse Effect or (B) relates to this Guaranty or any of the other Transaction Documents to which such Guarantor is a party or any transaction contemplated hereby or thereby. (vi) Such Guarantor (A) has read and understands the terms and conditions of the Securities Purchase Agreement and the other Transaction Documents, and (B) now has and will continue to have independent means of obtaining information concerning the affairs, financial condition and business of the Company and the other Transaction Parties, and has no need of, or right to obtain from the Collateral Agent or any BuyerSecured Party, any credit or other information concerning the affairs, financial condition or business of the Company or the other Transaction Parties. (vii) There are no conditions precedent to the effectiveness of this Guaranty that have not been satisfied or waived. (b) Each Guarantor covenants and agrees that until Payment in Full of the Guaranteed Obligations, it will comply with each of the covenants (except to the extent applicable only to a public company) which are set forth in Section 4 of the Securities Purchase Agreement Note as if such Guarantor were a party thereto.

Representations, Warranties and Covenants. (a) Each Guarantor hereby represents 5.1 The Bancorp and warrants as of Company each represent and warrant to the date first written above other as follows: (ia) such Guarantor (A) It is a corporation, limited liability company or limited partnership duly organized, organized and validly existing corporation and in good standing under the laws of the jurisdiction of its organization as set forth on the signature pages hereto, (B) has all requisite corporate, limited liability company or limited partnership power and authority full Power to conduct its business as now conducted and as presently contemplated enter into this Agreement and to execute, deliver and perform its obligations under this Guaranty and each other Transaction Document to which such Guarantor is a party, and to consummate carry out the transactions contemplated hereby and thereby and (C) is duly qualified to do business and is in good standing in each the jurisdiction in which of its incorporation; and (b) The execution and delivery of this Agreement and the character performance by it of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary except where the failure to be so qualified (individually or in the aggregate) would not result in a Material Adverse Effect. (ii) The execution, delivery and performance by such Guarantor of this Guaranty and each other Transaction Document to which such Guarantor is a party (A) transactions contemplated hereby have been duly authorized by all necessary corporate, limited liability company or limited partnership action, (B) do not and will not contravene its charter, articles, certificate of formation or by-laws, its limited liability company or operating agreement or its certificate of partnership or partnership agreement, as applicable, or any applicable law or any contractual restriction binding on such Guarantor or its properties do not and will not result in or require the creation of any lien, security interest or encumbrance (other than pursuant to any Transaction Document) upon or with respect to any of its propertiescorporate actions, and (C) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to it or its operations or any of its properties. (iii) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person is required in connection with the due execution, delivery and performance by such Guarantor of this Guaranty or any of the other Transaction Documents to which such Guarantor is a party (other than expressly provided for in any of the Transaction Documents). (iv) This Guaranty has been duly executed and delivered by each Guarantor and is, and each of the other Transaction Documents to which such Guarantor is or will be a party, when executed and delivered, will be, Agreement constitutes a legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms, except as may be limited by the Bankruptcy Code or other applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, suretyship or similar laws and equitable principles (regardless of whether enforcement is sought in equity or at law). 5.2 The Company represents and warrants to The Bancorp that, with respect to each account opened by any Affinity Group member: (va) There is no pending or, to The Company and/or its affiliates and/or agents and employees thereof will not commit any criminal or fraudulent or misleading act or activity or have not participated and will not participate in any criminal or fraudulent or misleading act or activity in connection with the best knowledge execution and performance of such Guarantor, threatened action, suit this Agreement or proceeding against such Guarantor or to which any its relationship with the members of the properties of such Guarantor is subject, before any court or other Governmental Authority or any arbitrator that (A) if adversely determined, could reasonably be expected to have a Material Adverse Effect or (B) relates to this Guaranty or any of the other Transaction Documents to which such Guarantor is a party or any transaction contemplated hereby or thereby. (vi) Such Guarantor (A) has read and understands the terms and conditions of the Securities Purchase Agreement and the other Transaction Documents, and (B) now has and will continue to have independent means of obtaining information concerning the affairs, financial condition and business of the Company and the other Transaction Parties, and has no need of, or right to obtain from the Collateral Agent or any Buyer, any credit or other information concerning the affairs, financial condition or business of the Company or the other Transaction Parties. (vii) There are no conditions precedent to the effectiveness of this Guaranty that have not been satisfied or waivedAffinity Group. (b) Each Guarantor covenants and agrees that until Payment in Full The conduct of the Guaranteed ObligationsCompany in soliciting or processing any application from any Affinity Group member, including the granting or denial of credit will not violate any federal or state law, rule or regulation. 5.3 In addition to other remedies available to The Bancorp pursuant to this Agreement or available under law or in equity, the Company shall defend and indemnify The Bancorp from and against, and hold it will comply with each harmless from all allegations, suits, claims, actions, legal proceedings, counterclaims, and demands of any kind or nature and all reasonable costs incurred by The Bancorp in connection therewith (individually a “Claim” and collectively “Claims”) which Claims arise from or result by reason of (i) any inaccuracy in, breach or alleged breach of any of the covenants representations or warranties made by the Company pursuant to this Agreement; (except ii) refusal or failure of the Company to fully and timely perform in accordance herewith any of its covenants, warranties, agreements, responsibilities, obligations or duties to Company or to third parties provided for in this Agreement, including, but not limited to members of the Affinity Group; (iii) the criminal conduct, negligence or willful misconduct of the Company or any of its affiliates of any of their agents or employees of the foregoing; (iv) any Claim asserted against or suffered by Company arising out of the Company’s misconduct or violation of any obligation herein; (v) any infringement by the Company or any patent, copyright, trademark or other intellectual property or proprietary right, any use of which is contemplated by this Agreement, including but not limited to the extent applicable only to a public company) which are set forth in Section 4 of Company’s internet web tool, and the Securities Purchase Agreement as if such Guarantor were a party theretoMarks.

Representations, Warranties and Covenants. (a) Each Guarantor hereby of the Guarantors represents and warrants as (which representations and warranties shall be deemed to have been renewed at the time of the date first written above as followsmaking, conversion or continuation of any Loan or issuance of any Letter of Credit) that: (i) such Guarantor (A) It is a corporation, partnership or limited liability company or limited partnership duly organized, validly existing and (to the extent such concept applies to such entity) in good standing under the laws of the its jurisdiction of its incorporation, organization as set forth on the signature pages heretoor formation, (B) and has all requisite corporate, limited liability company or limited partnership power and authority to conduct carry on its business as now conducted and as presently contemplated and to executeand, deliver and perform its obligations under this Guaranty and each other Transaction Document to which such Guarantor is a party, and to consummate the transactions contemplated hereby and thereby and (C) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary except where the failure to be so qualified (do so, individually or in the aggregate) would , could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing, in every jurisdiction where such qualification is required. (iiB) It (to the extent applicable) has the requisite power and authority and legal right to execute and deliver this Guaranty and to perform its obligations hereunder. The execution, execution and delivery and performance by such each Guarantor of this Guaranty and the performance by each other Transaction Document to which such Guarantor is a party (A) of its obligations hereunder have been duly authorized by all necessary corporate, limited liability company or limited partnership action, (B) do not and will not contravene its charter, articles, certificate of formation or by-laws, its limited liability company or operating agreement or its certificate of partnership or partnership agreement, as applicable, or any applicable law or any contractual restriction binding on such Guarantor or its properties do not and will not result in or require the creation of any lien, security interest or encumbrance (other than pursuant to any Transaction Document) upon or with respect to any of its propertiesproper proceedings, and (C) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to it or its operations or any of its properties. (iii) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person is required in connection with the due execution, delivery and performance by such Guarantor of this Guaranty or any of the other Transaction Documents to which such Guarantor is a party (other than expressly provided for in any of the Transaction Documents). (iv) This Guaranty has been duly executed and delivered by each Guarantor and is, and each of the other Transaction Documents to which such Guarantor is or will be a party, when executed and delivered, will be, constitutes a legal, valid and binding obligation of such Guarantor, respectively, enforceable against such Guarantor Guarantor, respectively, in accordance with its terms, except as may be limited by the Bankruptcy Code or other subject to applicable bankruptcy, insolvency, reorganization, moratoriummoratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, fraudulent conveyance, suretyship or similar laws and equitable principles (regardless of whether enforcement is sought considered in a proceeding in equity or at law). (vC) There is no pending orNeither the execution and delivery by it of this Guaranty, to nor the best knowledge of such Guarantor, threatened action, suit or proceeding against such Guarantor or to which any consummation by it of the properties of such Guarantor is subjecttransactions herein contemplated, before nor compliance by it with the provisions hereof will (i) violate any court applicable law, rule or regulation, the charter, by-laws or other Governmental Authority or any arbitrator that (A) if adversely determined, could reasonably be expected to have a Material Adverse Effect or (B) relates to this Guaranty organizational documents of the Borrower or any of its Subsidiaries, or the provisions of any indenture, material agreement or other Transaction Documents to which such Guarantor is a party material instrument binding upon the Borrower or any transaction contemplated hereby of its Subsidiaries or thereby. the assets thereof or (viii) Such Guarantor (A) has read and understands result in the terms and conditions creation or imposition of any Lien in on any asset of the Securities Purchase Agreement Borrower or any of its Subsidiaries (other than any Loan Document). No consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect, is required to be obtained or made by it in connection with the other Transaction Documentsexecution, delivery and (B) now has and will continue to have independent means of obtaining information concerning the affairs, financial condition and business of the Company and the other Transaction Parties, and has no need performance by it of, or right to obtain from the Collateral Agent legality, validity, binding effect or any Buyerenforceability against it of, any credit or other information concerning the affairs, financial condition or business of the Company or the other Transaction Parties. (vii) There are no conditions precedent this Guaranty. In addition to the effectiveness of this Guaranty that have not been satisfied or waived. (b) Each Guarantor covenants and agrees that until Payment in Full of the Guaranteed Obligationsforegoing, it will comply with each of the Guarantors covenants (except that, so long as any Lender has any Commitment outstanding under the Credit Agreement or any amount payable under the Credit Agreement or any other Guaranteed Obligations shall remain unpaid, it will, and, if necessary, will enable the Borrower to, fully comply with those covenants and agreements of the Borrower applicable to the extent applicable only to a public company) which are such Guarantor set forth in Section 4 of the Securities Purchase Agreement as if such Guarantor were a party theretoCredit Agreement.

Representations, Warranties and Covenants. The Guarantor hereby represents, warrants and covenants to and with the Agent that: (a) Each The Guarantor hereby represents has the corporate power to execute and warrants as of the date first written above as follows: (i) such Guarantor (A) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization as set forth on the signature pages hereto, (B) has all requisite corporate, limited liability company or limited partnership power and authority to conduct its business as now conducted and as presently contemplated deliver this Guaranty and to execute, deliver incur and perform its obligations under this Guaranty and each other Transaction Document to which such Guarantor is a party, and to consummate the transactions contemplated hereby and thereby and (C) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary except where the failure to be so qualified (individually or in the aggregate) would not result in a Material Adverse Effect.hereunder; (iib) The Guarantor has duly taken all necessary corporate action to authorize the execution, delivery and performance by such Guarantor of this Guaranty and each other Transaction Document to which such Guarantor is a party incur and perform its obligations hereunder; (Ac) have been duly authorized Other than the entry by all necessary corporatethe Bankruptcy Court of the Confirmation Order, limited liability company or limited partnership actionno consent, (B) do not and will not contravene its charter, articles, certificate of formation or by-laws, its limited liability company or operating agreement or its certificate of partnership or partnership agreement, as applicable, or any applicable law or any contractual restriction binding on such Guarantor or its properties do not and will not result in or require the creation of any lien, security interest or encumbrance (other than pursuant to any Transaction Document) upon or with respect to any of its properties, and (C) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, licenseapproval, authorization or approval applicable to it or its operations or any of its properties. (iii) No authorization or approval or other action by, and no notice to or of, or declaration or filing with, any Governmental Authority governmental or other Person public body, or any other Person, is required in connection with for the due authorization, execution, delivery and performance by such the Guarantor of this Guaranty or the consummation of the transactions contemplated hereby; (d) The execution, delivery and performance by the Guarantor of this Guaranty do not and will not violate or otherwise conflict with any term or provision of any material agreement, instrument, judgment, decree, order or any statute, rule or governmental regulation applicable to the Guarantor or result in the creation of any Lien upon any of the other Transaction Documents to which such Guarantor is a party (other than expressly provided for in any of the Transaction Documents).its properties or assets pursuant thereto; (ive) This Guaranty has been duly authorized, executed and delivered by each the Guarantor and is, and each of constitutes the other Transaction Documents to which such Guarantor is or will be a party, when executed and delivered, will be, a legal, valid and binding obligation of such the Guarantor, and is enforceable against such the Guarantor in accordance with its terms, except as enforcement thereof may be limited by subject to the Bankruptcy Code or other effect of any applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, suretyship moratorium or similar laws law affecting creditors' rights generally, and equitable general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law).; and (vf) There No proceeding referred to in paragraph (e) or (f) of Section 12.01 the Financing Agreement is pending against the Guarantor and no pending orother event referred to in such Section 12.01 has occurred and is continuing, to and the best knowledge of such Guarantor, threatened action, suit or proceeding against such Guarantor or to which any property of the properties of such Guarantor is subject, before not subject to any court or other Governmental Authority or any arbitrator that (A) if adversely determined, could reasonably be expected to have a Material Adverse Effect or (B) relates to this Guaranty or any assignment for the benefit of the other Transaction Documents to which such Guarantor is a party or any transaction contemplated hereby or therebycreditors. (vi) Such Guarantor (A) has read and understands the terms and conditions of the Securities Purchase Agreement and the other Transaction Documents, and (B) now has and will continue to have independent means of obtaining information concerning the affairs, financial condition and business of the Company and the other Transaction Parties, and has no need of, or right to obtain from the Collateral Agent or any Buyer, any credit or other information concerning the affairs, financial condition or business of the Company or the other Transaction Parties. (vii) There are no conditions precedent to the effectiveness of this Guaranty that have not been satisfied or waived. (b) Each Guarantor covenants and agrees that until Payment in Full of the Guaranteed Obligations, it will comply with each of the covenants (except to the extent applicable only to a public company) which are set forth in Section 4 of the Securities Purchase Agreement as if such Guarantor were a party thereto.

Representations, Warranties and Covenants. (a) Each Guarantor hereby of the Guarantors represents and warrants to each Lender and the Administrative Agent as of the date first written above of this Guaranty, giving effect to the consummation of the transactions contemplated by the Loan Documents on the Effective Date, and thereafter on each date as followsrequired by Section 4.2 of the Credit Agreement that: (a) It (i) such Guarantor (A) is a corporation, partnership or limited liability company duly incorporated or limited partnership duly organized, as the case may be, validly existing and (to the extent such concept applies to such entity) in good standing under the laws of the its jurisdiction of its organization as set forth on the signature pages heretoincorporation or organization, (B) has all requisite corporate, limited liability company or limited partnership power and authority to conduct its business as now conducted and as presently contemplated and to execute, deliver and perform its obligations under this Guaranty and each other Transaction Document to which such Guarantor is a party, and to consummate the transactions contemplated hereby and thereby and (Cii) is duly qualified to do business as a foreign entity and is in good standing (to the extent such concept is applicable) under the laws of each jurisdiction where the business conducted by it makes such qualification necessary, and (iii) has all requisite corporate, partnership or limited liability company power and authority, as the case may be, to own, operate and encumber its property and to conduct its business in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary is conducted, except where to the extent that the failure to be so qualified (individually maintain such existence status, or in the aggregate) authority would not reasonably be expected to result in a Material Adverse Effect. (iib) The execution, delivery and performance by such Guarantor of this Guaranty and each other Transaction Document to which such Guarantor is a party (A) have been duly authorized by all necessary It has the requisite corporate, limited liability company or limited partnership actionpartnership, (B) do not as applicable, power and will not contravene authority and legal right to execute and deliver this Guaranty and to perform its charterobligations hereunder. The execution and delivery by it of this Guaranty and the performance of its obligations hereunder have been duly authorized by proper corporate, articles, certificate of formation or by-laws, its limited liability company or operating agreement partnership proceedings, including any required shareholder, member or its certificate of partnership or partnership agreement, as applicable, or any applicable law or any contractual restriction binding on such Guarantor or its properties do not and will not result in or require the creation of any lien, security interest or encumbrance (other than pursuant to any Transaction Document) upon or with respect to any of its propertiespartner approval, and (C) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to it or its operations or any of its properties. (iii) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person is required in connection with the due execution, delivery and performance by such Guarantor of this Guaranty or any of the other Transaction Documents to which such Guarantor is a party (other than expressly provided for in any of the Transaction Documents). (iv) This Guaranty has been duly executed and delivered by each Guarantor and is, and each of the other Transaction Documents to which such Guarantor is or will be a party, when executed and delivered, will be, constitutes a legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor Guarantor, in accordance with its terms, except as enforceability may be limited by the Bankruptcy Code or other applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, suretyship or similar laws affecting the enforcement of creditors’ rights generally and equitable general principles (regardless of whether enforcement is sought in equity or at law)equity. (vc) There is no pending orNeither the execution and delivery by it of this Guaranty, to nor the best knowledge consummation by it of the transactions herein contemplated, nor compliance by it with the terms and provisions hereof, will (i) conflict with the charter or other organizational documents of such Guarantor, threatened action(ii) in any material respect conflict with, suit result in a breach of or proceeding against constitute (with or without notice or lapse of time or both) a default under any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Guarantor or any provisions of any indenture, instrument or agreement to which the Guarantor is party or is subject or by which it or its property is bound, (iii) result in the creation or imposition of any Lien whatsoever upon any of the properties property or assets of such Guarantor is subjectGuarantor, before any court other than Liens permitted or other Governmental Authority or any arbitrator that (A) if adversely determinedcreated by the Loan Documents, could reasonably be expected to have a Material Adverse Effect or (Biv) relates to this Guaranty require any approval of such Guarantor’s board of directors, shareholders, members or any partners except such as have been obtained. The execution, delivery and performance by such Guarantor of each of the other Transaction Loan Documents to which such Guarantor is a party or any transaction contemplated hereby or thereby. (vi) Such Guarantor (A) has read and understands the terms and conditions of the Securities Purchase Agreement and the other Transaction Documents, and (B) now has do not and will continue to have independent means of obtaining information concerning the affairsnot require any registration with, financial condition and business of the Company and the other Transaction Parties, and has no need consent or approval of, or right notice to, or other action to, with or by any Governmental Authority, except filings, consents or notices which have been made. In addition to obtain from the Collateral Agent foregoing, each of the Guarantors covenants that, so long as any Lender has any Commitment or Facility LC outstanding under the Credit Agreement or any Buyer, amount payable under the Credit Agreement or any credit or other information concerning the affairs, financial condition or business of the Company or the other Transaction Parties. (vii) There are no conditions precedent to the effectiveness of this Guaranty that have not been satisfied or waived. (b) Each Guarantor covenants and agrees that until Payment in Full of the Guaranteed ObligationsObligations shall remain unpaid, it will fully comply with each those covenants and agreements of the covenants (except Borrower applicable to the extent applicable only to a public company) which are such Guarantor set forth in Section 4 of the Securities Purchase Agreement as if such Guarantor were a party theretoCredit Agreement.

Representations, Warranties and Covenants. (a) Each Guarantor hereby represents and warrants as of the date first written above as follows: (i) such Guarantor (A) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization as set forth on the signature pages hereto, (B) has all requisite corporate, limited liability company or limited partnership power and authority to conduct its business as now conducted and as presently contemplated and to execute, deliver and perform its obligations under this Guaranty and each other Transaction Document to which such Guarantor is a party, and to consummate the transactions contemplated hereby and thereby and (C) is duly qualified to do business and is in good standing standing, in each case if such concept is applicable, in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary except where the failure to be so qualified (individually or in the aggregate) would not result in a Material Adverse Effect. (ii) The execution, delivery and performance by such Guarantor of this Guaranty and each other Transaction Document to which such Guarantor is a party (A) have been duly authorized by all necessary corporate, limited liability company or limited partnership action, (B) do not and will not contravene its charter, articles, certificate of formation or by-laws, its limited liability company or operating agreement or its certificate of partnership or partnership agreement, as applicable, or any applicable law or any contractual restriction binding on such Guarantor or its properties do not and will not result in or require the creation of any lien, security interest or encumbrance (other than pursuant to any Transaction Document) upon or with respect to any of its properties, and (C) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to it or its operations or any of its properties. (iii) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person is required in connection with the due execution, delivery and performance by such Guarantor of this Guaranty or any of the other Transaction Documents to which such Guarantor is a party (other than expressly provided for in any of the Transaction Documents). (iv) This Guaranty has been duly executed and delivered by each Guarantor and is, and each of the other Transaction Documents to which such Guarantor is or will be a party, when executed and delivered, will be, a legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms, except as may be limited by the Bankruptcy Code or other applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, suretyship or similar laws and equitable principles (regardless of whether enforcement is sought in equity or at law). (v) There is no pending or, to the best knowledge of such Guarantor, threatened action, suit or proceeding against such Guarantor or to which any of the properties of such Guarantor is subject, before any court or other Governmental Authority or any arbitrator that (A) if adversely determined, could reasonably be expected to have a Material Adverse Effect or (B) relates to this Guaranty or any of the other Transaction Documents to which such Guarantor is a party or any transaction contemplated hereby or thereby. (vi) Such Guarantor (A) has read and understands the terms and conditions of the Securities Purchase Agreement and the other Transaction Documents, and (B) now has and will continue to have independent means of obtaining information concerning the affairs, financial condition and business of the Company and the other Transaction Parties, and has no need of, or right to obtain from the Collateral Agent or any Buyerthe Purchasers, any credit or other information concerning the affairs, financial condition or business of the Company or the other Transaction Parties. (vii) There are no conditions precedent to the effectiveness of this Guaranty that have not been satisfied or waived. (b) Each Guarantor covenants and agrees that until Payment in Full of the Guaranteed Obligations, it will comply with each of the covenants (except to the extent applicable only to a public company) which are set forth in Section 4 of the Securities Purchase Agreement as if such Guarantor were a party thereto.

Representations, Warranties and Covenants. The Guarantor hereby represents, warrants and covenants to and with the Agent that: (a) Each The Guarantor hereby represents has the power to execute and warrants as of the date first written above as follows: (i) such Guarantor (A) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization as set forth on the signature pages hereto, (B) has all requisite corporate, limited liability company or limited partnership power and authority to conduct its business as now conducted and as presently contemplated deliver this Guarantee and to execute, deliver incur and perform its obligations under this Guaranty and each other Transaction Document to which such Guarantor is a party, and to consummate the transactions contemplated hereby and thereby and (C) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary except where the failure to be so qualified (individually or in the aggregate) would not result in a Material Adverse Effect.hereunder; (iib) The Guarantor has duly taken all necessary action to authorize the execution, delivery and performance by such Guarantor of this Guaranty Guarantee and each other Transaction Document to which such Guarantor is a party incur and perform its obligations hereunder; (Ac) have been duly authorized by all necessary corporateNo consent, limited liability company or limited partnership action, (B) do not and will not contravene its charter, articles, certificate of formation or by-laws, its limited liability company or operating agreement or its certificate of partnership or partnership agreement, as applicable, or any applicable law or any contractual restriction binding on such Guarantor or its properties do not and will not result in or require the creation of any lien, security interest or encumbrance (other than pursuant to any Transaction Document) upon or with respect to any of its properties, and (C) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, licenseapproval, authorization or approval applicable to it or its operations or any of its properties. (iii) No authorization or approval or other action by, and no notice to or of, or declaration or filing with, any Governmental Authority governmental or other Person public body, or any other Person, is required in connection with for the due authorization, execution, delivery and performance by such the Guarantor of this Guaranty Guarantee or the consummation of the transactions contemplated hereby; (d) The execution, delivery and performance by the Guarantor of this Guarantee do not and will not violate or otherwise conflict with any term or provision of any material agreement, instrument, judgment, decree, order or any statute, rule or governmental regulation applicable to the Guarantor or result in the creation of the other Transaction Documents to which such Guarantor is a party any Lien upon any of its properties or assets pursuant thereto (other than expressly provided for in any of Liens created pursuant to the Transaction Financing Documents).; (ive) This Guaranty Guarantee has been duly authorized, executed and delivered by each the Guarantor and is, and each of constitutes the other Transaction Documents to which such Guarantor is or will be a party, when executed and delivered, will be, a legal, valid and binding obligation of such the Guarantor, and is enforceable against such the Guarantor in accordance with its terms, except as may be limited by the Bankruptcy Code or other subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, suretyship moratorium or similar laws law affecting creditors’ rights generally and equitable general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law).; (vf) There No proceeding referred to in paragraph (g) or (h) of Article VII of the Credit Agreement is pending against the Guarantor and no pending or, other event referred to in such paragraphs (g) and (h) of such Article VII has occurred and is continuing with respect to the best knowledge of such Guarantor, threatened action, suit or proceeding against such Guarantor or to which any and the property of the properties of such Guarantor is subject, before not subject to any court or other Governmental Authority or any arbitrator that assignment for the benefit of creditors; and (Ag) if adversely determined, could reasonably be expected The Guarantor will take all necessary actions to have a Material Adverse Effect or (B) relates to this Guaranty or any comply with the provisions of Articles V and VI of the other Transaction Documents Credit Agreement applicable to which such Guarantor is a party or any transaction contemplated hereby or therebyit. (vi) Such Guarantor (A) has read and understands the terms and conditions of the Securities Purchase Agreement and the other Transaction Documents, and (B) now has and will continue to have independent means of obtaining information concerning the affairs, financial condition and business of the Company and the other Transaction Parties, and has no need of, or right to obtain from the Collateral Agent or any Buyer, any credit or other information concerning the affairs, financial condition or business of the Company or the other Transaction Parties. (vii) There are no conditions precedent to the effectiveness of this Guaranty that have not been satisfied or waived. (b) Each Guarantor covenants and agrees that until Payment in Full of the Guaranteed Obligations, it will comply with each of the covenants (except to the extent applicable only to a public company) which are set forth in Section 4 of the Securities Purchase Agreement as if such Guarantor were a party thereto.

Representations, Warranties and Covenants. (a) Each Borrower and each Guarantor hereby represents and warrants to and covenants and agrees with Administrative Agent and Xxxxxxx that: (a) The representations and warranties set forth in the Loan Papers (except to the extent (i) that the representations and warranties speak to a specific date or refer to an earlier date, in which case they shall be true and correct in all material respects as of such specific or earlier date, or (ii) the facts on which such representations and warranties are based have been changed by transactions contemplated or permitted by the Credit Agreement) are true and correct in all material respects (except for any representation and warranty qualified by materiality, in which case each representation and warranty is true and correct in all respects) as of the date first written above hereof and with the same effect as follows:though made on and as of the date hereof. (b) Assuming effectiveness of this Amendment, no Default or Potential Default now exists, or would exist as a result of this Amendment. (i) such Guarantor (A) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization as set forth on the signature pages hereto, (B) has all requisite corporate, limited liability company or limited partnership power and authority to conduct its business as now conducted and as presently contemplated and to execute, deliver and perform its obligations under this Guaranty and each other Transaction Document to which such Guarantor is a party, and to consummate the transactions contemplated hereby and thereby and (C) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary except where the failure to be so qualified (individually or in the aggregate) would not result in a Material Adverse Effect. (ii) The execution, delivery and performance by such Guarantor Xxxxxxxx and each Guarantor, respectively, of this Guaranty Amendment is within its organizational powers and each other Transaction Document to which such Guarantor is a party (A) have been duly authorized by all necessary corporate, limited liability company action (corporate or limited partnership actionotherwise) on the part of Borrower and each and each Guarantor, (Bii) do not and will not contravene its charter, articles, certificate of formation or by-laws, its limited liability company or operating agreement or its certificate of partnership or partnership agreement, as applicable, or any applicable law or any contractual restriction binding on such Guarantor or its properties do not and will not result in or require this Amendment is the creation of any lien, security interest or encumbrance (other than pursuant to any Transaction Document) upon or with respect to any of its properties, and (C) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to it or its operations or any of its properties. (iii) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person is required in connection with the due execution, delivery and performance by such Guarantor of this Guaranty or any of the other Transaction Documents to which such Guarantor is a party (other than expressly provided for in any of the Transaction Documents). (iv) This Guaranty has been duly executed and delivered by each Guarantor and is, and each of the other Transaction Documents to which such Guarantor is or will be a party, when executed and delivered, will be, a legal, valid and binding obligation of such Borrower and each Guarantor, enforceable against such Borrower and each Guarantor in accordance with its terms, except as enforceability may be limited by applicable Debtor Relief Laws and general principles of equity, and (iii) neither this Amendment nor the Bankruptcy Code or other applicable bankruptcyexecution, insolvency, reorganization, moratorium, fraudulent conveyance, suretyship or similar laws delivery and equitable principles (regardless of whether enforcement is sought in equity or at law). (v) There is no pending or, to the best knowledge of such Guarantor, threatened action, suit or proceeding against such performance by Borrower and each Guarantor or to which any of the properties of such Guarantor is subject, before any court or other Governmental Authority or any arbitrator that hereof: (A) if adversely determinedviolate any provision of Borrower’s or each Guarantor’s charter, could reasonably be expected bylaws, certificate of formation, operating agreement or similar governing document, (B) violate any Material Agreements to have which it is a party, other than violations which would not cause a Material Adverse Effect Event, (C) do not result in the creation or imposition of any Lien (other than the Lender Liens) on any of its assets, or (BD) relates violate any provision of Law or order of any Tribunal applicable to this Guaranty it, other than violations that individually or any of the other Transaction Documents to which such Guarantor is collectively are not a party or any transaction contemplated hereby or therebyMaterial Adverse Event. (vi) Such Guarantor (A) has read and understands the terms and conditions of the Securities Purchase Agreement and the other Transaction Documents, and (B) now has and will continue to have independent means of obtaining information concerning the affairs, financial condition and business of the Company and the other Transaction Parties, and has no need of, or right to obtain from the Collateral Agent or any Buyer, any credit or other information concerning the affairs, financial condition or business of the Company or the other Transaction Parties. (vii) There are no conditions precedent to the effectiveness of this Guaranty that have not been satisfied or waived. (b) Each Guarantor covenants and agrees that until Payment in Full of the Guaranteed Obligations, it will comply with each of the covenants (except to the extent applicable only to a public company) which are set forth in Section 4 of the Securities Purchase Agreement as if such Guarantor were a party thereto.

Representations, Warranties and Covenants. The Guarantor hereby represents, warrants and covenants to and with the Agent that: (a) Each The Guarantor hereby represents has the corporate power to execute and warrants as of the date first written above as follows: (i) such Guarantor (A) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization as set forth on the signature pages hereto, (B) has all requisite corporate, limited liability company or limited partnership power and authority to conduct its business as now conducted and as presently contemplated deliver this Guaranty and to execute, deliver incur and perform its obligations under this Guaranty and each other Transaction Document to which such Guarantor is a party, and to consummate the transactions contemplated hereby and thereby and (C) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary except where the failure to be so qualified (individually or in the aggregate) would not result in a Material Adverse Effect.hereunder; (iib) The Guarantor has duly taken all necessary corporate action to authorize the execution, delivery and performance by such Guarantor of this Guaranty and each other Transaction Document to which such Guarantor is a party incur and perform its obligations hereunder; (Ac) have been duly authorized by all necessary corporateNo consent, limited liability company or limited partnership action, (B) do not and will not contravene its charter, articles, certificate of formation or by-laws, its limited liability company or operating agreement or its certificate of partnership or partnership agreement, as applicable, or any applicable law or any contractual restriction binding on such Guarantor or its properties do not and will not result in or require the creation of any lien, security interest or encumbrance (other than pursuant to any Transaction Document) upon or with respect to any of its properties, and (C) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, licenseapproval, authorization or approval applicable to it or its operations or any of its properties. (iii) No authorization or approval or other action by, and no notice to or of, or declaration or filing with, any Governmental Authority governmental or other Person public body, or any other Person, is required in connection with for the due authorization, execution, delivery and performance by such the Guarantor of this Guaranty or the consummation of the transactions contemplated hereby; (d) The execution, delivery and performance by the Guarantor of this Guaranty do not and will not violate or otherwise conflict with any term or provision of any material agreement, instrument, judgment, decree, order or any statute, rule or governmental regulation applicable to the Guarantor or result in the creation of any Lien upon any of the other Transaction Documents to which such Guarantor is a party (other than expressly provided for in any of the Transaction Documents).its properties or assets pursuant thereto; (ive) This Guaranty has been duly authorized, executed and delivered by each the Guarantor and is, and each of constitutes the other Transaction Documents to which such Guarantor is or will be a party, when executed and delivered, will be, a legal, valid and binding obligation of such the Guarantor, and is enforceable against such the Guarantor in accordance with its terms, except as enforcement thereof may be limited by subject to the Bankruptcy Code or other effect of any applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, suretyship moratorium or similar laws law affecting creditors' rights generally, and equitable general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law).; (vf) There No proceeding referred to in paragraph (e) or (f) of Article VIII of the Credit Agreement is pending against the Guarantor and no pending orother event referred to in such Article VIII has occurred and is continuing, and the property of the Guarantor is not subject to any assignment for the best knowledge benefit of such Guarantorcreditors; (g) The capital stock of the Borrowers owned by the Guarantor on the date hereof consists of all of the authorized, threatened actionissued and outstanding capital stock of the Borrowers on the date hereof and the Borrowers have no outstanding rights, suit options, warrants or proceeding against such Guarantor or agreements pursuant to which it may be required to sell any of the properties of such Guarantor is subject, before any court its capital stock or other Governmental Authority or any arbitrator that equity security; and (Ah) if adversely determined, could reasonably be expected to have a Material Adverse Effect or (B) relates to this Guaranty or any Without the prior written consent of the Agent, own or operate any assets or properties or engage in any business or other Transaction Documents to which such Guarantor is a party activity whatsoever (including, without limitation, the incurring of Indebtedness or any transaction contemplated hereby or thereby. (vi) Such Guarantor (A) has read and understands the terms and conditions granting of Liens), except for its ownership of the Securities Purchase Agreement capital stock of the Borrowers and activities directly in connection therewith and except as otherwise may be specifically permitted by the other Transaction Loan Documents, and (B) now has and will continue to have independent means of obtaining information concerning the affairs, financial condition and business of the Company and the other Transaction Parties, and has no need of, or right to obtain from the Collateral Agent or any Buyer, any credit or other information concerning the affairs, financial condition or business of the Company or the other Transaction Parties. (vii) There are no conditions precedent to the effectiveness of this Guaranty that have not been satisfied or waived. (b) Each Guarantor covenants and agrees that until Payment in Full of the Guaranteed Obligations, it will comply with each of the covenants (except to the extent applicable only to a public company) which are set forth in Section 4 of the Securities Purchase Agreement as if such Guarantor were a party thereto.

Representations, Warranties and Covenants. (a) Each Guarantor Guarantor, jointly and severally with each other Grantor, hereby represents and warrants with respect to itself and each other Grantor as of the date first written above as follows: (i) such Guarantor (A) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization as set forth on the signature pages hereto, (B) has all requisite corporate, limited liability company or limited partnership power and authority to conduct its business as now conducted and as presently contemplated and to execute, deliver and perform its obligations under this Guaranty and each other Transaction Document to which such Guarantor is a party, and to consummate the transactions contemplated hereby and thereby and (C) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary except where the failure to be so qualified (individually or in the aggregate) would not result in a Material Adverse Effect. (ii) The execution, delivery and performance by such Guarantor of this Guaranty and each other Transaction Document to which such Guarantor is a party (A) have been duly authorized by all necessary corporate, limited liability company or limited partnership action, (B) do not and will not contravene its charter, articles, certificate of formation or by-laws, its limited liability company or operating agreement or its certificate of partnership or partnership agreement, as applicable, or any applicable law or any contractual restriction binding on such Guarantor or its properties do not and will not result in or require the creation of any lien, security interest or encumbrance (other than pursuant to any Transaction Document) upon or with respect to any of its properties, and (C) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to it or its operations or any of its properties. (iii) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person is required in connection with the due execution, delivery and performance by such Guarantor of this Guaranty or any of the other Transaction Documents to which such Guarantor is a party (other than expressly provided for in any of the Transaction Documents). (iv) This Guaranty has been duly executed and delivered by each Guarantor and is, and each of the other Transaction Documents to which such Guarantor is or will be a party, when executed and delivered, will be, a legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms, except as may be limited by the Bankruptcy Code or other applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, suretyship or similar laws and equitable principles (regardless of whether enforcement is sought in equity or at law). (v) There is no pending or, to the best knowledge of such Guarantor, threatened action, suit or proceeding against such Guarantor or to which any of the properties of such Guarantor is subject, before any court or other Governmental Authority or any arbitrator that (A) if adversely determined, could reasonably be expected to have a Material Adverse Effect or (B) relates to this Guaranty or any of the other Transaction Documents to which such Guarantor is a party or any transaction contemplated hereby or thereby. (vi) Such Guarantor (A) has read and understands the terms and conditions of the Securities Purchase Agreement and the other Transaction Documents, and (B) now has and will continue to have independent means of obtaining information concerning the affairs, financial condition and business of the Company and the other Transaction Parties, and has no need of, or right to obtain from the Collateral Agent or any Buyer, any credit or other information concerning the affairs, financial condition or business of the Company or the other Transaction Parties. (vii) There are no conditions precedent to the effectiveness of this Guaranty that have not been satisfied or waived. (b) Each Guarantor covenants and agrees that until Payment in Full of the Guaranteed Obligations, it will comply with each of the covenants (except to the extent applicable only to a public company) which are set forth in Section 4 of the Securities Purchase Agreement as if such Guarantor were a party thereto.

Representations, Warranties and Covenants. (a) Each Guarantor hereby represents and warrants as of the date first written above as follows: (i) such Guarantor (A) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization as set forth on the signature pages hereto, (B) has all requisite corporate, limited liability company or limited partnership power and authority to conduct its business as now conducted and as presently contemplated and to execute, execute and deliver and perform its obligations under this Guaranty and each other Transaction Document to which such Guarantor is a party, and to consummate the transactions contemplated hereby and thereby and (C) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary except where the failure to be so qualified (individually or in the aggregate) would not result in a Material Adverse Effect. (ii) The execution, delivery and performance by such Guarantor of this Guaranty and each other Transaction Document to which such Guarantor is a party (A) have been duly authorized by all necessary corporate, limited liability company or limited partnership action, (B) do not and will not contravene its charter, articles, certificate of formation articles or by-laws, its limited liability company or operating agreement or its certificate of partnership or partnership agreement, as applicable, or any applicable law or any contractual restriction binding on such Guarantor or its properties do not and will not result in or require the creation of any lien, security interest or encumbrance lien (other than pursuant to any Transaction Document) upon or with respect to any of its properties, and (C) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to it or its operations or any of its properties. (iii) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person is required in connection with the due execution, delivery and performance by such Guarantor of this Guaranty or any of the other Transaction Documents to which such Guarantor is a party (other than expressly provided for in any of the Transaction Documents). (iv) This Each of this Guaranty has been duly executed and delivered by each Guarantor and is, and each of the other Transaction Documents to which such Guarantor is or will be a party, when executed and delivered, will be, a legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms, except as may be limited by the Bankruptcy Code or other applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, suretyship or similar laws and equitable principles (regardless of whether enforcement is sought in equity or at law). (v) There is no pending or, to the best knowledge of such Guarantor, threatened action, suit or proceeding against such Guarantor or to which any of the properties of such Guarantor is subject, before any court or other Governmental Authority or any arbitrator that (A) if adversely determined, could reasonably be expected to have a Material Adverse Effect or (B) relates to this Guaranty or any of the other Transaction Documents to which such Guarantor is a party or any transaction contemplated hereby or thereby. (vi) Such Guarantor (A) has read and understands the terms and conditions of the Securities Purchase Agreement and the other Transaction Documents, and (B) now has and will continue to have independent means of obtaining information concerning the affairs, financial condition and business of the Company and the other Transaction Parties, and has no need of, or right to obtain from the Collateral Agent or any BuyerNoteholder, any credit or other information concerning the affairs, financial condition or business of the Company or the other Transaction PartiesParties that may come under the control of any Noteholder. (vii) There are no conditions precedent to the effectiveness of this Guaranty that have not been satisfied or waived. (b) Each Guarantor covenants and agrees that until Payment in Full of the Guaranteed Obligations, it will comply with each of the covenants (except to the extent applicable only to a public company) which are set forth in Section 4 of the Securities Purchase Agreement as if such Guarantor were a party thereto.

Representations, Warranties and Covenants. (a) Each Guarantor Credit Party hereby represents and warrants that, as of the date first written above as followshereof: (i) this Amendment and the Credit Agreement as amended by this Amendment, constitute the legal, valid and binding obligations of such Guarantor (A) is a corporationCredit Party, enforceable against it in accordance with their respective terms except as enforceability may be limited liability company by applicable bankruptcy, insolvency or limited partnership duly organized, validly existing and in good standing under similar laws affecting the laws enforcement of the jurisdiction of its organization as set forth on the signature pages hereto, (B) has all requisite corporate, limited liability company creditor’s rights generally or limited partnership power and authority by equitable principles relating to conduct its business as now conducted and as presently contemplated and to execute, deliver and perform its obligations under this Guaranty and each other Transaction Document to which such Guarantor is a party, and to consummate the transactions contemplated hereby and thereby and (C) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary except where the failure to be so qualified (individually or in the aggregate) would not result in a Material Adverse Effect.enforceability; (ii) The its execution, delivery and performance by such Guarantor of this Guaranty Amendment and each other Transaction Document its performance of the Credit Agreement as amended by this Amendment, to which such Guarantor is the extent a party (A) thereto, have been duly authorized by all necessary corporate, limited liability company or limited partnership action, corporate action and do not: (B1) do not and will not contravene its the terms of any of such Credit Party’s charter, articles, certificate of formation or by-laws, its limited liability company bylaws or operating agreement or its certificate of partnership or partnership agreement, as applicable, (2) violate any law or regulation, or any applicable law order or decree of any contractual restriction binding on such Guarantor court or its properties do not and will not Governmental Authority; (3) conflict with or result in the breach or require termination of, constitute a default under or accelerate or permit the creation acceleration of any lienperformance required by, security interest any indenture, mortgage, deed of trust, lease, agreement or encumbrance (other than pursuant instrument to which any Transaction Document) upon Sotheby Entity is a party or with respect to by which any of its properties, and (C) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to it or its operations Sotheby Entity or any of its properties.property is bound, (4) result in the creation or imposition of any Lien upon any of the property of any Sotheby Entity other than those in favor of Agent, on behalf of itself and the other Secured Parties, pursuant to the Loan Documents; or (5) require the consent or approval of any Governmental Authority or any other Person that has not already been obtained; and (iii) No authorization after giving effect to this Amendment, (1) no Default or approval or other action by, Event of Default has occurred and no notice to or filing with, any Governmental Authority or other Person is required in connection with the due execution, delivery continuing and performance by such Guarantor of this Guaranty or any (2) all of the representations and warranties of such Credit Party contained in the Credit Agreement and in each other Transaction Documents Loan Document to which such Guarantor it is a party (other than expressly provided for in any of the Transaction Documents). (iv) This Guaranty has been duly executed representations and delivered by each Guarantor and iswarranties which, and each of the other Transaction Documents to which such Guarantor is or will be a party, when executed and delivered, will be, a legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its their express terms, except are made only as may be limited by of an earlier specified date) are true and correct as of the Bankruptcy Code or other applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, suretyship or similar laws and equitable principles (regardless of whether enforcement is sought in equity or at law). (v) There is no pending or, to the best knowledge date of such Guarantor, threatened action, suit Credit Party’s execution and delivery hereof or proceeding against such Guarantor or to which any of the properties thereof as though made on and as of such Guarantor is subject, before any court or other Governmental Authority or any arbitrator that (A) if adversely determined, could reasonably be expected to have a Material Adverse Effect or (B) relates to this Guaranty or any of the other Transaction Documents to which such Guarantor is a party or any transaction contemplated hereby or therebydate. (vi) Such Guarantor (A) has read and understands the terms and conditions of the Securities Purchase Agreement and the other Transaction Documents, and (B) now has and will continue to have independent means of obtaining information concerning the affairs, financial condition and business of the Company and the other Transaction Parties, and has no need of, or right to obtain from the Collateral Agent or any Buyer, any credit or other information concerning the affairs, financial condition or business of the Company or the other Transaction Parties. (vii) There are no conditions precedent to the effectiveness of this Guaranty that have not been satisfied or waived. (b) Each Guarantor covenants and agrees that until Payment in Full of the Guaranteed Obligations, it will comply with each of the covenants (except to the extent applicable only to a public company) which are set forth in Section 4 of the Securities Purchase Agreement as if such Guarantor were a party thereto.

Representations, Warranties and Covenants. (a) Each Guarantor hereby of the Guarantors represents and warrants as (which representations and warranties shall be deemed to have been renewed at the time of the date first written above as followsmaking of any Loan or issuance of any Letter of Credit) that: (i) such Guarantor (A) It is a corporation, partnership or limited liability company duly and properly incorporated or limited partnership duly organized, as the case may be, validly existing and (to the extent such concept applies to such entity) in good standing under the laws of the its jurisdiction of its incorporation or organization as set forth on the signature pages hereto, (B) and has all requisite corporate, limited liability company or limited partnership power and authority to conduct its business as now conducted and as presently contemplated and to execute, deliver and perform its obligations under this Guaranty and each other Transaction Document to which such Guarantor is a party, and to consummate the transactions contemplated hereby and thereby and (C) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary is conducted, except where to the extent that the failure to have such authority could not reasonably be so qualified (individually or in the aggregate) would not result in expected to have a Material Adverse Effect. (iiB) It (to the extent applicable) has the power and authority and legal right to execute and deliver this Guaranty and to perform its obligations hereunder. The execution, execution and delivery and performance by such each Guarantor of this Guaranty and the performance by each other Transaction Document to which such Guarantor is a party (A) of its obligations hereunder have been duly authorized by all necessary corporate, limited liability company or limited partnership action, (B) do not and will not contravene its charter, articles, certificate of formation or by-laws, its limited liability company or operating agreement or its certificate of partnership or partnership agreement, as applicable, or any applicable law or any contractual restriction binding on such Guarantor or its properties do not and will not result in or require the creation of any lien, security interest or encumbrance (other than pursuant to any Transaction Document) upon or with respect to any of its propertiesproper proceedings, and (C) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to it or its operations or any of its properties. (iii) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person is required in connection with the due execution, delivery and performance by such Guarantor of this Guaranty or any of the other Transaction Documents to which such Guarantor is a party (other than expressly provided for in any of the Transaction Documents). (iv) This Guaranty has been duly executed and delivered by each Guarantor and is, and each of the other Transaction Documents to which such Guarantor is or will be a party, when executed and delivered, will be, constitutes a legal, valid and binding obligation of such each Guarantor, respectively, enforceable against such Guarantor Guarantor, respectively, in accordance with its terms, except as enforceability may be limited by the Bankruptcy Code or other applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, suretyship insolvency or similar laws affecting the enforcement of creditors’ rights generally and equitable subject to general principles (regardless of equity whether enforcement is sought considered in a proceeding in equity or at law). (vC) There is no pending orNeither the execution and delivery by it of this Guaranty, to nor the best knowledge consummation of such Guarantorthe transactions herein contemplated, threatened actionnor compliance with the provisions hereof will (i) violate any law, suit rule, regulation, order, writ, judgment, injunction, decree or proceeding against such Guarantor award binding on it or its articles or certificate of incorporation, limited liability company or partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating agreement or other management agreement, as the case may be, or the provisions of any indenture, instrument or agreement to which any of the properties of such Guarantor is subject, before any court or other Governmental Authority or any arbitrator that (A) if adversely determined, could reasonably be expected to have a Material Adverse Effect or (B) relates to this Guaranty Borrower or any of the other Transaction Documents to which such Guarantor its Subsidiaries is a party or is subject, or by which it, or its property, is bound, or (ii) conflict with, or constitute a default under, or result in, or require, the creation or imposition of any transaction contemplated hereby Lien in, of or thereby. (vi) Such Guarantor (A) has read and understands on its property pursuant to the terms and conditions of the Securities Purchase Agreement and the of, any such indenture, instrument or agreement (other Transaction Documentsthan any Loan Document). No order, and (B) now has and will continue to have independent means of obtaining information concerning the affairsconsent, financial condition and business of the Company and the other Transaction Partiesadjudication, and has no need approval, license, authorization, or validation of, or right to obtain from the Collateral Agent filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any Buyersubdivision thereof, any credit or other information concerning which has not been obtained by it, is required to be obtained by it in connection with the affairsexecution, financial condition or business of the Company delivery and performance by it of, or the other Transaction Parties. (vii) There are no conditions precedent legality, validity, binding effect or enforceability against it of, this Guaranty. In addition to the effectiveness of this Guaranty that have not been satisfied or waived. (b) Each Guarantor covenants and agrees that until Payment in Full of the Guaranteed Obligationsforegoing, it will comply with each of the Guarantors covenants that, so long as any Lender has any Commitment outstanding under the Credit Agreement or any amount payable under the Credit Agreement or any other Guaranteed Obligations (except other than contingent indemnity obligations) shall remain unpaid, it will, and, if necessary, will enable the Borrower to, fully comply with those covenants and agreements of the Borrower applicable to the extent applicable only to a public company) which are such Guarantor set forth in Section 4 of the Securities Purchase Agreement as if such Guarantor were a party theretoCredit Agreement.

Representations, Warranties and Covenants. (a) Each Guarantor Credit Party hereby represents and warrants that, as of the date first written above as followshereof: (i) this Amendment and the Credit Agreement as amended by this Amendment, constitute the legal, valid and binding obligations of such Guarantor (A) is a corporationCredit Party, enforceable against it in accordance with their respective terms except as enforceability may be limited liability company by applicable bankruptcy, insolvency or limited partnership duly organized, validly existing and in good standing under similar laws affecting the laws enforcement of the jurisdiction of its organization as set forth on the signature pages hereto, (B) has all requisite corporate, limited liability company creditor’s rights generally or limited partnership power and authority by equitable principles relating to conduct its business as now conducted and as presently contemplated and to execute, deliver and perform its obligations under this Guaranty and each other Transaction Document to which such Guarantor is a party, and to consummate the transactions contemplated hereby and thereby and (C) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary except where the failure to be so qualified (individually or in the aggregate) would not result in a Material Adverse Effect.enforceability; (ii) The its execution, delivery and performance by such Guarantor of this Guaranty Amendment and each other Transaction Document its performance of the Credit Agreement as amended by this Amendment, to which such Guarantor is the extent a party (A) thereto, have been duly authorized by all necessary corporate, limited liability company or limited partnership action, corporate action and do not: (B1) do not and will not contravene its the terms of any of such Credit Party’s charter, articles, certificate of formation or by-laws, its limited liability company bylaws or operating agreement or its certificate of partnership or partnership agreement, as applicable, (2) violate any law or regulation, or any applicable law order or decree of any contractual restriction binding on such Guarantor court or its properties do not and will not Governmental Authority; (3) conflict with or result in the breach or require termination of, constitute a default under or accelerate or permit the creation acceleration of any lienperformance required by, security interest any indenture, mortgage, deed of trust, lease, agreement or encumbrance (other than pursuant instrument to which any Transaction Document) upon Sotheby Entity is a party or with respect to by which any of its properties, and (C) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to it or its operations Sotheby Entity or any of its properties.property is bound, (4) result in the creation or imposition of any Lien upon any of the property of any Sotheby Entity other than those in favor of Agent, on behalf of itself and the other Secured Parties, pursuant to the Loan Documents; or (5) require the consent or approval of any Governmental Authority or any other Person that has not already been obtained; and (iii) No authorization (1) no Default or approval or other action by, Event of Default has occurred and no notice to or filing with, any Governmental Authority or other Person is required in connection with the due execution, delivery continuing and performance by such Guarantor of this Guaranty or any (2) all of the representations and warranties of such Credit Party contained in the Credit Agreement and in each other Transaction Documents Loan Document to which such Guarantor it is a party (other than expressly provided for in any of the Transaction Documents). (iv) This Guaranty has been duly executed representations and delivered by each Guarantor and iswarranties which, and each of the other Transaction Documents to which such Guarantor is or will be a party, when executed and delivered, will be, a legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its their express terms, except are made only as may be limited by of an earlier specified date) are true and correct as of the Bankruptcy Code or other applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, suretyship or similar laws and equitable principles (regardless of whether enforcement is sought in equity or at law). (v) There is no pending or, to the best knowledge date of such Guarantor, threatened action, suit Credit Party’s execution and delivery hereof or proceeding against such Guarantor or to which any of the properties thereof as though made on and as of such Guarantor is subject, before any court or other Governmental Authority or any arbitrator that (A) if adversely determined, could reasonably be expected to have a Material Adverse Effect or (B) relates to this Guaranty or any of the other Transaction Documents to which such Guarantor is a party or any transaction contemplated hereby or therebydate. (vi) Such Guarantor (A) has read and understands the terms and conditions of the Securities Purchase Agreement and the other Transaction Documents, and (B) now has and will continue to have independent means of obtaining information concerning the affairs, financial condition and business of the Company and the other Transaction Parties, and has no need of, or right to obtain from the Collateral Agent or any Buyer, any credit or other information concerning the affairs, financial condition or business of the Company or the other Transaction Parties. (vii) There are no conditions precedent to the effectiveness of this Guaranty that have not been satisfied or waived. (b) Each Guarantor covenants and agrees that until Payment in Full of the Guaranteed Obligations, it will comply with each of the covenants (except to the extent applicable only to a public company) which are set forth in Section 4 of the Securities Purchase Agreement as if such Guarantor were a party thereto.

Representations, Warranties and Covenants. (a) Each Borrower and each Guarantor hereby represents and warrants to and covenants and agrees with Administrative Agent and Lenders that: (a) The representations and warranties set forth in the Loan Papers (except to the extent (i) that the representations and warranties speak to a specific date or refer to an earlier date, in which case they shall be true and correct in all material respects as of such specific or earlier date, or (ii) the facts on which such representations and warranties are based have been changed by transactions contemplated or permitted by the Credit Agreement) are true and correct in all material respects (except for any representation and warranty qualified by materiality, in which case each representation and warranty is true and correct in all respects) as of the date first written above hereof and with the same effect as follows:though made on and as of the date hereof. (b) Assuming effectiveness of this Amendment, no Default or Potential Default now exists, or would exist as a result of this Amendment. (i) such Guarantor (A) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization as set forth on the signature pages hereto, (B) has all requisite corporate, limited liability company or limited partnership power and authority to conduct its business as now conducted and as presently contemplated and to execute, deliver and perform its obligations under this Guaranty and each other Transaction Document to which such Guarantor is a party, and to consummate the transactions contemplated hereby and thereby and (C) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary except where the failure to be so qualified (individually or in the aggregate) would not result in a Material Adverse Effect. (ii) The execution, delivery and performance by such Guarantor Borrower and each Guarantor, respectively, of this Guaranty Amendment is within its organizational powers and each other Transaction Document to which such Guarantor is a party (A) have been duly authorized by all necessary corporate, limited liability company action (corporate or limited partnership actionotherwise) on the part of Borrower and each and each Guarantor, (Bii) do not and will not contravene its charter, articles, certificate of formation or by-laws, its limited liability company or operating agreement or its certificate of partnership or partnership agreement, as applicable, or any applicable law or any contractual restriction binding on such Guarantor or its properties do not and will not result in or require this Amendment is the creation of any lien, security interest or encumbrance (other than pursuant to any Transaction Document) upon or with respect to any of its properties, and (C) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to it or its operations or any of its properties. (iii) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person is required in connection with the due execution, delivery and performance by such Guarantor of this Guaranty or any of the other Transaction Documents to which such Guarantor is a party (other than expressly provided for in any of the Transaction Documents). (iv) This Guaranty has been duly executed and delivered by each Guarantor and is, and each of the other Transaction Documents to which such Guarantor is or will be a party, when executed and delivered, will be, a legal, valid and binding obligation of such Borrower and each Guarantor, enforceable against such Borrower and each Guarantor in accordance with its terms, except as enforceability may be limited by applicable Debtor Relief Laws and general principles of equity, and (iii) neither this Amendment nor the Bankruptcy Code or other applicable bankruptcyexecution, insolvency, reorganization, moratorium, fraudulent conveyance, suretyship or similar laws delivery and equitable principles (regardless of whether enforcement is sought in equity or at law). (v) There is no pending or, to the best knowledge of such Guarantor, threatened action, suit or proceeding against such performance by Borrower and each Guarantor or to which any of the properties of such Guarantor is subject, before any court or other Governmental Authority or any arbitrator that hereof: (A) if adversely determinedviolate any provision of Borrower’s or each Guarantor’s charter, could reasonably be expected bylaws, certificate of formation, operating agreement or similar governing document, (B) violate any Material Agreements to have which it is a party, other than violations which would not cause a Material Adverse Effect Event, (C) do not result in the creation or imposition of any Lien (other than the Lender Liens) on any of its assets, or (BD) relates violate any provision of Law or order of any Tribunal applicable to this Guaranty it, other than violations that individually or any of the other Transaction Documents to which such Guarantor is collectively are not a party or any transaction contemplated hereby or therebyMaterial Adverse Event. (vi) Such Guarantor (A) has read and understands the terms and conditions of the Securities Purchase Agreement and the other Transaction Documents, and (B) now has and will continue to have independent means of obtaining information concerning the affairs, financial condition and business of the Company and the other Transaction Parties, and has no need of, or right to obtain from the Collateral Agent or any Buyer, any credit or other information concerning the affairs, financial condition or business of the Company or the other Transaction Parties. (vii) There are no conditions precedent to the effectiveness of this Guaranty that have not been satisfied or waived. (b) Each Guarantor covenants and agrees that until Payment in Full of the Guaranteed Obligations, it will comply with each of the covenants (except to the extent applicable only to a public company) which are set forth in Section 4 of the Securities Purchase Agreement as if such Guarantor were a party thereto.

Representations, Warranties and Covenants. (a) Each Guarantor hereby of the Guarantors represents and warrants as (which representations and warranties shall be deemed to have been renewed at the time of the date first written above as followsmaking, conversion or continuation of any Loan or issuance of any Letter of Credit) that: (i) such Guarantor (A) It is a corporation, partnership or limited liability company duly and properly incorporated or limited partnership duly organized, as the case may be, validly existing and (to the extent such concept applies to such entity) in good standing under the laws of the its jurisdiction of its incorporation, organization as set forth on the signature pages hereto, (B) or formation and has all requisite corporate, limited liability company or limited partnership power and authority to conduct its business as now conducted and as presently contemplated and to execute, deliver and perform its obligations under this Guaranty and each other Transaction Document to which such Guarantor is a party, and to consummate the transactions contemplated hereby and thereby and (C) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary is conducted, except where to the extent that the failure to have such authority could not reasonably be so qualified (individually or in the aggregate) would not result in expected to have a Material Adverse Effect. (iiB) It (to the extent applicable) has the requisite power and authority and legal right to execute and deliver this Guaranty and to perform its obligations hereunder. The execution, execution and delivery and performance by such each Guarantor of this Guaranty and the performance by each other Transaction Document to which such Guarantor is a party (A) of its obligations hereunder have been duly authorized by all necessary corporate, limited liability company or limited partnership action, (B) do not and will not contravene its charter, articles, certificate of formation or by-laws, its limited liability company or operating agreement or its certificate of partnership or partnership agreement, as applicable, or any applicable law or any contractual restriction binding on such Guarantor or its properties do not and will not result in or require the creation of any lien, security interest or encumbrance (other than pursuant to any Transaction Document) upon or with respect to any of its propertiesproper proceedings, and (C) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to it or its operations or any of its properties. (iii) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person is required in connection with the due execution, delivery and performance by such Guarantor of this Guaranty or any of the other Transaction Documents to which such Guarantor is a party (other than expressly provided for in any of the Transaction Documents). (iv) This Guaranty has been duly executed and delivered by each Guarantor and is, and each of the other Transaction Documents to which such Guarantor is or will be a party, when executed and delivered, will be, constitutes a legal, valid and binding obligation of such Guarantor, respectively, enforceable against such Guarantor Guarantor, respectively, in accordance with its terms, except as enforceability may be limited by the Bankruptcy Code or other applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, suretyship insolvency or similar laws and equitable principles (regardless affecting the enforcement of whether enforcement is sought in equity or at law)creditors’ rights generally. (vC) There is no pending orNeither the execution and delivery by it of this Guaranty, to nor the best knowledge consummation by it of such Guarantorthe transactions herein contemplated, threatened actionnor compliance by it with the provisions hereof will (i) violate any law, suit rule, regulation, order, writ, judgment, injunction, decree or proceeding against such Guarantor award binding on it or its articles or certificate of incorporation (or equivalent charter documents), limited liability company or partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating agreement or other management agreement, as the case may be, or the provisions of any indenture, instrument or agreement to which any of the properties of such Guarantor is subject, before any court or other Governmental Authority or any arbitrator that (A) if adversely determined, could reasonably be expected to have a Material Adverse Effect or (B) relates to this Guaranty Borrower or any of the other Transaction Documents to which such Guarantor its Subsidiaries is a party or is subject, or by which it, or its property, is bound, or (ii) conflict with, or constitute a default under, or result in, or require, the creation or imposition of any transaction contemplated hereby Lien in, of or thereby. (vi) Such Guarantor (A) has read and understands on its property pursuant to the terms and conditions of the Securities Purchase Agreement and the of, any such indenture, instrument or agreement (other Transaction Documentsthan any Loan Document). No order, and (B) now has and will continue to have independent means of obtaining information concerning the affairsconsent, financial condition and business of the Company and the other Transaction Partiesadjudication, and has no need approval, license, authorization, or validation of, or right to obtain from the Collateral Agent filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any Buyersubdivision thereof, any credit or other information concerning which has not been obtained by it, is required to be obtained by it in connection with the affairsexecution, financial condition or business of the Company delivery and performance by it of, or the other Transaction Parties. (vii) There are no conditions precedent legality, validity, binding effect or enforceability against it of, this Guaranty. In addition to the effectiveness of this Guaranty that have not been satisfied or waived. (b) Each Guarantor covenants and agrees that until Payment in Full of the Guaranteed Obligationsforegoing, it will comply with each of the Guarantors covenants (except that, so long as any Lender has any Commitment outstanding under the Credit Agreement or any amount payable under the Credit Agreement or any other Guaranteed Obligations shall remain unpaid, it will, and, if necessary, will enable the Borrower to, fully comply with those covenants and agreements of the Borrower applicable to the extent applicable only to a public company) which are such Guarantor set forth in Section 4 of the Securities Purchase Agreement as if such Guarantor were a party theretoCredit Agreement.

Representations, Warranties and Covenants. (a) Each The Guarantor hereby represents and warrants to, and covenants with, the Administrative Agent and the Lenders, as of the date first written above of this Guaranty, and shall be deemed to restate as followsof each Borrowing Date, that: (i) such Guarantor (A) It is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing as a corporation, limited partnership or limited liability company under the laws of the jurisdiction of its organization as set forth on the signature pages hereto, (B) has all requisite corporate, limited liability company or limited partnership power and authority to conduct its business as now conducted and as presently contemplated and to execute, deliver and perform its obligations under this Guaranty and each other Transaction Document to which such Guarantor is a partyformation, and to consummate the transactions contemplated hereby and thereby and (C) is duly qualified to do business and is in good standing in each jurisdiction all jurisdictions in which the character of its Property or assets, the properties owned or leased by it or in which the transaction nature of its business or the performance of its obligations under any agreement to which it is a party or is bound makes such qualification necessary except where the failure to be so qualified (individually or in the aggregate) would not result in a Material Adverse Effectnecessary. (ii) The Its execution and delivery of, performance under and compliance with this Guaranty will not violate its Authority Documents or constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result in a material breach of, any material Contractual Obligation, Indebtedness or Guarantee Obligation to which it is a party or by which it is bound. (iii) It has the full power and authority to enter into and consummate all transactions contemplated by this Guaranty, has duly authorized the execution, delivery and performance by such Guarantor of this Guaranty and each other Transaction Document to which such Guarantor is a party (A) have been duly authorized by all necessary corporate, limited liability company or limited partnership action, (B) do not and will not contravene its charter, articles, certificate of formation or by-laws, its limited liability company or operating agreement or its certificate of partnership or partnership agreement, as applicable, or any applicable law or any contractual restriction binding on such Guarantor or its properties do not and will not result in or require the creation of any lien, security interest or encumbrance (other than pursuant to any Transaction Document) upon or with respect to any of its propertiesGuaranty, and (C) do not has duly executed and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to it or its operations or any of its properties. (iii) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person is required in connection with the due execution, delivery and performance by such Guarantor of delivered this Guaranty or any of the other Transaction Documents to which such Guarantor is a party (other than expressly provided for in any of the Transaction Documents)Guaranty. (iv) This Guaranty has been duly executed and delivered by each Guarantor and isconstitutes a valid, and each of the other Transaction Documents to which such Guarantor is or will be a party, when executed and delivered, will be, a legal, valid legal and binding obligation of such Guarantor, enforceable against such Guarantor it in accordance with its termsthe terms hereof, except as may be limited by subject to (A) Insolvency Laws affecting the Bankruptcy Code or other applicable bankruptcyenforcement of creditors’ rights generally, insolvencyand (B) general principles of equity, reorganization, moratorium, fraudulent conveyance, suretyship or similar laws and equitable principles (regardless of whether such enforcement is sought considered in a proceeding in equity or at law). (v) There It is no not in violation of, and its execution and delivery of, performance under and compliance with this Guaranty shall not constitute a violation of, its Authority Documents, any Requirement of Law, any order or decree of any court or arbiter, or any order, regulation or demand of any Governmental Authority. (vi) No consent, approval, authorization or order of any Governmental Authority is required for the consummation by it of the transactions contemplated herein, except for those consents, approvals, authorizations or orders that previously have been obtained. (vii) No litigation is pending or, to the best knowledge of such the Guarantor’s knowledge, threatened against it that, if determined adversely to it, would prohibit the Guarantor from entering into or performing this Guaranty or that, in the Guarantor’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of it to perform its obligations under this Guaranty or the financial condition of it. (viii) Neither the Guarantor, the Borrowers, the Pledgor or any other Credit Party has ever been convicted of a crime or is the subject of any currently pending or threatened actioncriminal proceeding. (ix) The Guarantor is not the subject of any Insolvency Proceeding. (x) The Guarantor is an Affiliate of each Borrower, suit is the owner of a direct or proceeding against indirect interest in each Borrower, and has received or will receive direct or indirect benefit from and adequate consideration for the making of this Guaranty with respect to the Guarantee Liabilities. (xi) The recitals to this Guaranty are true and correct. (xii) The Guarantor has received valuable consideration, fair value, fair consideration or reasonable equivalent value for the Guarantee Liabilities, and the Guarantee Liabilities (A) will not render the Guarantor not Solvent, (B) will not leave the Guarantor with an unreasonably small amount of capital to conduct its business, and (C) will not cause the Guarantor to have incurred debts (or to have intended to have incurred debts) beyond its ability to pay such debts as they mature, in each case as of the date hereof. (b) The Guarantor further represents and warrants to the Administrative Agent and the Lenders that it is familiar with and has independent knowledge of, and has reviewed the books and records regarding, the Borrowers’ financial condition and affairs and the value of the Collateral and represents and agrees that it will keep so informed while this Guaranty is in force; provided, however, the Guarantor acknowledges and agrees that it is not relying on such financial condition or collateral as an inducement to enter into this Guaranty. The Guarantor agrees that the Administrative Agent and the Lenders shall have no obligation to investigate the financial condition or affairs of the Borrowers for the benefit of the Guarantor or to which advise the Guarantor of any matter relating to or arising under the Credit Agreement or any of the properties other Credit Documents or any fact respecting, or any change in, the financial condition or affairs of the Borrowers that might come to the knowledge of the Administrative Agent or the Lenders at any time, whether or not the Administrative Agent or the Lenders know or believe or has reason to know or believe that any such fact or change is unknown to the Guarantor or might (or does) materially increase the risk of the Guarantor as guarantor or might (or would) affect the willingness of the Guarantor to continue as guarantor with respect to the Guarantee Liabilities. (c) The Guarantor further represents and warrants to the Administrative Agent and the Lenders that the financial statements (if any) and other financial information (if any) of the Guarantor delivered to the Administrative Agent prior to the Closing Date are true and correct and fairly represent in all material respects the financial condition of the Guarantor on the date of the delivery of such information and that there has been no Material Adverse Effect since such date. (d) The Guarantor hereby agrees that (i) it shall deliver to the Administrative Agent all financial statements, certifications and other information and documents required under the Credit Agreement and any other Credit Document and such other financial information as the Administrative Agent may from time to time reasonably require and that such financial statements and other information shall be true and correct and fairly represent in all material respects the financial condition of such Guarantor is subjectand its Subsidiaries on the date of delivery; (ii) it will not sell, before assign, transfer or otherwise convey, in a single transaction or in a series of transactions, any court material asset or other Governmental Authority or any arbitrator that portion of a material asset which would (A) if adversely determined, could reasonably be expected to have result in a Material Adverse Effect or (B) relates violate the Credit Documents; (iii) it shall cause the Borrowers to this Guaranty or comply with each and every agreement, obligation, duty and covenant under the Credit Documents and, to the extent the Borrowers do not fulfill their agreements, obligations, duties and covenants under the Credit Documents, the Guarantor shall fulfill the same and (iv) it shall perform each and every agreement, obligation, duty and covenant that it has agreed to perform under any of the other Transaction Documents to which such Guarantor is a party or any transaction contemplated hereby or therebyCredit Document. (vie) Such Guarantor (A) has read The representations, warranties and understands the terms and conditions covenants of the Securities Purchase Agreement Guarantor set forth in this Section 9 shall survive the execution and the other Transaction Documents, and (B) now has and will continue to have independent means of obtaining information concerning the affairs, financial condition and business of the Company and the other Transaction Parties, and has no need of, or right to obtain from the Collateral Agent or any Buyer, any credit or other information concerning the affairs, financial condition or business of the Company or the other Transaction Parties. (vii) There are no conditions precedent to the effectiveness delivery of this Guaranty that have not been satisfied or waived. (b) Each Guarantor covenants and agrees that until Payment in Full shall inure to the benefit of the Guaranteed ObligationsPersons for whose benefit they were made for so long as this Guaranty is in effect. Upon discovery by any party hereto of a breach of any such representations, it will comply with each of warranties and covenants, the covenants (except party discovering such breach shall give prompt written notice thereof to the extent applicable only to a public company) which are set forth in Section 4 of the Securities Purchase Agreement as if such Guarantor were a party theretoother.

Representations, Warranties and Covenants. (a) Each Guarantor hereby of the Guarantors represents and warrants as of the date first written above as followsthat: (i) such Guarantor (A) It is a corporation, partnership or limited liability company duly incorporated or limited partnership duly organized, as the case may be, validly existing and in good standing under the laws of the its jurisdiction of its incorporation, organization as set forth on the signature pages hereto, (B) or formation and has all requisite corporate, limited liability company or limited partnership power and authority to conduct its business as now conducted and as presently contemplated and to execute, deliver and perform its obligations under this Guaranty and each other Transaction Document to which such Guarantor is a party, and to consummate the transactions contemplated hereby and thereby and (C) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary is conducted, except where to the extent that the failure to have such authority could not reasonably be so qualified (individually or in the aggregate) would not result in expected to have a Material Adverse Effect. (iiB) It has the requisite power and authority and legal right to execute and deliver this Guaranty and to perform its obligations hereunder. The execution, execution and delivery and performance by such each Guarantor of this Guaranty and the performance by each other Transaction Document to which such Guarantor is a party (A) of its obligations hereunder have been duly authorized by all necessary corporate, partnership or limited liability company or limited partnership action, (B) do not and will not contravene its charter, articles, certificate of formation or by-laws, its limited liability company or operating agreement or its certificate of partnership or partnership agreement, as applicable, or any applicable law or any contractual restriction binding on action by such Guarantor or its properties do not and will not result in or require the creation of any lien, security interest or encumbrance (other than pursuant to any Transaction Document) upon or with respect to any of its propertiesGuarantor, and (C) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to it or its operations or any of its properties. (iii) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person is required in connection with the due execution, delivery and performance by such Guarantor of this Guaranty or any of the other Transaction Documents to which such Guarantor is a party (other than expressly provided for in any of the Transaction Documents). (iv) This Guaranty has been duly executed and delivered by each Guarantor and is, and each of the other Transaction Documents to which such Guarantor is or will be a party, when executed and delivered, will be, constitutes a legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms, except as enforceability may be limited by the Bankruptcy Code or other applicable bankruptcyDebtor Relief Laws and subject to general principles of equity, insolvency, reorganization, moratorium, fraudulent conveyance, suretyship or similar laws and equitable principles (regardless of whether enforcement is sought considered in a proceeding in equity or at law). (vC) There is no pending orNeither the execution and delivery by it of this Guaranty, to nor the best knowledge of such Guarantor, threatened action, suit or proceeding against such Guarantor or to which any consummation by it of the properties of such Guarantor is subjecttransactions herein contemplated, before nor compliance by it with the provisions hereof will (i) violate any court law, rule, regulation, order, writ, judgment, injunction, decree or other Governmental Authority or any arbitrator that (A) if adversely determined, could reasonably be expected to have a Material Adverse Effect or (B) relates to this Guaranty award binding on it or any of its Organization Documents or the other Transaction Documents provisions of any indenture, material instrument or material agreement to which such Guarantor is a party or is subject, or by which it, or its property, is bound, or (ii) conflict with, or constitute a default under, or result in, or require, the creation or imposition of any transaction contemplated hereby Lien in, of or therebyon its property pursuant to the terms of, any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by it, is required to be obtained by it in connection with the execution, delivery and performance by it of, or the legality, validity, binding effect or enforceability against it of, this Guaranty. (viD) Such Each Guarantor (A) has read and understands the terms and conditions of the Securities Purchase Agreement and the other Transaction Documentssole responsibility for, and (B) now has adequate means of, obtaining from each Borrower and will continue to have independent means of obtaining any other guarantor such information concerning the affairsfinancial condition, business and operations of each Borrower and any such other guarantor as the Guarantor requires, and that none of the Holders of Obligations (as hereinafter defined) has any duty, and the Guarantor is not relying on the Holders of Obligations at any time, to disclose to the Guarantor any information relating to the business, operations or financial condition and business of any Borrower or any other Person (the Guarantor hereby waiving any duty on the part of the Company Holders of Obligations to disclose such information and any defense relating to the other Transaction Partiesfailure to provide the same). In addition to the foregoing, and has no need ofeach of the Guarantors covenants that, or right to obtain from so long as any amount payable under the Collateral Agent Credit Agreement or any Buyer, any credit or other information concerning the affairs, financial condition or business of the Company or the other Transaction Parties. Guaranteed Obligations (viias hereinafter defined) There are no conditions precedent to the effectiveness of this Guaranty that have not been satisfied or waived. (b) Each Guarantor covenants and agrees that until Payment in Full of the Guaranteed Obligationsshall remain unpaid, it will fully comply with each of the those covenants (except and agreements applicable to the extent applicable only to a public company) which are such Guarantor set forth in Section 4 of the Securities Purchase Agreement as if such Guarantor were a party theretoCredit Agreement.

Representations, Warranties and Covenants. (a) Each Guarantor hereby In order to induce the Administrative Agent and the Lenders to enter into the Credit Agreement and to make the Loans and the other financial accommodations to the Borrowers and to issue the Letters of Credit described in the Credit Agreement, each of the Guarantors represents and warrants to each Lender and the Administrative Agent as of the date first written above of this Agreement, giving effect to the consummation of the transactions contemplated by the Loan Documents on the Effective Date, and thereafter on each date as followsrequired by Section 6.02 of the Credit Agreement that: (a) It (i) such Guarantor (A) is a corporation, partnership or limited liability company duly incorporated or limited partnership duly organized, as the case may be, validly existing and in good standing under the laws of the its jurisdiction of its organization as set forth on the signature pages heretoincorporation or organization, (Bii) is duly qualified to do business as a foreign entity and is in good standing under the laws of each jurisdiction where the business by it makes such qualification necessary, except where the failure to qualify could not reasonably be expected to have a Material Adverse Effect, and (iii) has all requisite corporate, partnership or limited liability company power and authority, as the case may be, to own, operate and encumber its property and to conduct its business in each jurisdiction in which its business is conducted. (b) It has the requisite corporate, limited liability company or limited partnership partnership, as applicable, power and authority and legal right to conduct its business as now conducted execute and as presently contemplated deliver this Guaranty and to execute, deliver and perform its obligations under hereunder. The execution and delivery by it of this Guaranty and the performance by each of its obligations hereunder have been duly authorized by proper proceedings, and this Guaranty constitutes a legal, valid and binding obligation of each Guarantor, enforceable against such Guarantor, in accordance with its terms, except as enforceability may be limited by (i) bankruptcy, insolvency, fraudulent conveyances, reorganization or similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law), and (iii) requirements of reasonableness, good faith and fair dealing. (c) Neither the execution and delivery by it of this Guaranty, nor the consummation by it of the transactions herein contemplated, nor compliance by it with the terms and provisions hereof, will (i) conflict with the charter or other Transaction Document organizational documents of such Guarantor, (ii) conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any law, rule, regulation, order, writ, judgment, injunction, decree or award (including, without limitation, any environmental property transfer laws or regulations) applicable to such Guarantor or any provisions of any indenture, instrument or agreement to which such Guarantor is a party, and to consummate the transactions contemplated hereby and thereby and (C) party or is duly qualified to do business and is in good standing in each jurisdiction in subject or which the character of the properties owned or leased by it or in which the transaction its property is bound or affected, or require termination of its business makes any such qualification necessary indenture, instrument or agreement, except where the failure such conflict, breach or default could not reasonably be expected to be so qualified (individually or in the aggregate) would not result in have a Material Adverse Effect. , (iiiii) The result in or require the creation or imposition of any Lien whatsoever upon any of the property or assets of such Guarantor, other than Liens permitted or created by the Loan Documents, or (iv) require any approval of such Guarantor's board of directors or shareholders or unitholders except such as have been obtained. Except as set forth in Section 7.03 of the Credit Agreement the execution, delivery and performance by such Guarantor the Guarantors of this Guaranty and each other Transaction Document to which such Guarantor is a party (A) have been duly authorized by all necessary corporate, limited liability company or limited partnership action, (B) do not and will not contravene its charter, articles, certificate of formation or by-laws, its limited liability company or operating agreement or its certificate of partnership or partnership agreement, as applicable, or any applicable law or any contractual restriction binding on such Guarantor or its properties do not and will not result in or require the creation of any lien, security interest or encumbrance (other than pursuant to any Transaction Document) upon or with respect to any of its properties, and (C) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to it or its operations or any of its properties. (iii) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person is required in connection with the due execution, delivery and performance by such Guarantor of this Guaranty or any of the other Transaction Loan Documents to which such Guarantor is a party (do not and will not require any registration with, consent or approval of, or notice to, or other than expressly provided for in action to, with or by any of the Transaction Documents)governmental authority, including under any environmental property transfer laws or regulations, except filings, consents or notices which have been made. (ivd) This Guaranty It has been duly executed and delivered by each Guarantor and isno Debt other than Debt permitted under Section 9.02 of the Credit Agreement. In addition to the foregoing, and each of the Guarantors covenants that, so long as any Lender has any Commitment outstanding under the Credit Agreement or any amount payable under the Credit Agreement or any other Transaction Documents Indebtedness shall remain unpaid, it will, and, if necessary, will enable the Borrowers to, fully comply with those covenants and agreements of the Borrowers applicable to which such Guarantor is or will be a party, when executed and delivered, will be, a legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms, except as may be limited by the Bankruptcy Code or other applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, suretyship or similar laws and equitable principles (regardless of whether enforcement is sought in equity or at law). (v) There is no pending or, to the best knowledge of such Guarantor, threatened action, suit or proceeding against such Guarantor or to which any of the properties of such Guarantor is subject, before any court or other Governmental Authority or any arbitrator that (A) if adversely determined, could reasonably be expected to have a Material Adverse Effect or (B) relates to this Guaranty or any of the other Transaction Documents to which such Guarantor is a party or any transaction contemplated hereby or thereby. (vi) Such Guarantor (A) has read and understands the terms and conditions of the Securities Purchase Agreement and the other Transaction Documents, and (B) now has and will continue to have independent means of obtaining information concerning the affairs, financial condition and business of the Company and the other Transaction Parties, and has no need of, or right to obtain from the Collateral Agent or any Buyer, any credit or other information concerning the affairs, financial condition or business of the Company or the other Transaction Parties. (vii) There are no conditions precedent to the effectiveness of this Guaranty that have not been satisfied or waived. (b) Each Guarantor covenants and agrees that until Payment in Full of the Guaranteed Obligations, it will comply with each of the covenants (except to the extent applicable only to a public company) which are set forth in Section 4 of the Securities Purchase Agreement as if such Guarantor were a party theretoCredit Agreement.

Representations, Warranties and Covenants. (a) Each Guarantor hereby of the Guarantors represents and warrants as (which representations and warranties shall be deemed to have been renewed at the time of the date first written above as followsmaking, conversion or continuation of any Loan or issuance of any Facility LC) that: (i) such Guarantor (A) It is a corporation, partnership or limited liability company duly and properly incorporated or limited partnership duly organized, as the case may be, validly existing and (to the extent such concept applies to such entity) in good standing under the laws of the its jurisdiction of its incorporation or organization as set forth on the signature pages hereto, (B) and has all requisite corporate, limited liability company or limited partnership power and authority to conduct its business as now conducted and as presently contemplated and to execute, deliver and perform its obligations under this Guaranty and each other Transaction Document to which such Guarantor is a party, and to consummate the transactions contemplated hereby and thereby and (C) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary is conducted, except where to the extent that the failure to have such standing or authority could not reasonably be so qualified (individually or in the aggregate) would not result in expected to have a Material Adverse Effect. (iiB) It (to the extent applicable) has the power and authority and legal right to execute and deliver this Guaranty and to perform its obligations hereunder. The execution, execution and delivery and performance by such each Guarantor of this Guaranty and the performance by each other Transaction Document to which such Guarantor is a party (A) of its obligations hereunder have been duly authorized by all necessary corporate, limited liability company or limited partnership action, (B) do not and will not contravene its charter, articles, certificate of formation or by-laws, its limited liability company or operating agreement or its certificate of partnership or partnership agreement, as applicable, or any applicable law or any contractual restriction binding on such Guarantor or its properties do not and will not result in or require the creation of any lien, security interest or encumbrance (other than pursuant to any Transaction Document) upon or with respect to any of its propertiesproper proceedings, and (C) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to it or its operations or any of its properties. (iii) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person is required in connection with the due execution, delivery and performance by such Guarantor of this Guaranty or any of the other Transaction Documents to which such Guarantor is a party (other than expressly provided for in any of the Transaction Documents). (iv) This Guaranty has been duly executed and delivered by each Guarantor and is, and each of the other Transaction Documents to which such Guarantor is or will be a party, when executed and delivered, will be, constitutes a legal, valid and binding obligation of such each Guarantor, respectively, enforceable against such Guarantor Guarantor, respectively, in accordance with its terms, except as enforceability may be limited by the Bankruptcy Code or other applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, suretyship insolvency or similar laws and affecting the enforcement of creditors' rights generally or by general equitable principles (regardless of whether enforcement is sought in equity or at law)principles. (vC) There is no pending orNeither the execution and delivery by it of this Guaranty, to nor the best knowledge consummation of such Guarantorthe transactions herein contemplated, threatened actionnor compliance with the provisions hereof will (i) violate any law, suit rule, regulation, order, writ, judgment, injunction, decree or proceeding against such Guarantor award binding on it or its articles or certificate of incorporation, limited liability company or partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating agreement or other management agreement, as the case may be, or the provisions of any indenture, instrument or agreement to which any of the properties of such Guarantor is subject, before any court or other Governmental Authority or any arbitrator that (A) if adversely determined, could reasonably be expected to have a Material Adverse Effect or (B) relates to this Guaranty Company or any of the other Transaction Documents to which such Guarantor its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or (ii) conflict with, or constitute a default under, or result in, or require, the creation or imposition of any transaction contemplated hereby Lien in, of or thereby. (vi) Such Guarantor (A) has read and understands on its Property pursuant to the terms and conditions of the Securities Purchase Agreement and the other Transaction Documentsof, and (B) now has and will continue to have independent means of obtaining information concerning the affairsany such indenture, financial condition and business of the Company and the other Transaction Partiesinstrument or agreement. No order, and has no need consent, adjudication, approval, license, authorization, or validation of, or right to obtain from the Collateral Agent filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any Buyersubdivision thereof, any credit or other information concerning which has not been obtained by it, is required to be obtained by it in connection with the affairsexecution, financial condition or business of the Company delivery and performance by it of, or the other Transaction Parties. (vii) There are no conditions precedent legality, validity, binding effect or enforceability against it of, this Guaranty. In addition to the effectiveness of this Guaranty that have not been satisfied or waived. (b) Each Guarantor covenants and agrees that until Payment in Full of the Guaranteed Obligationsforegoing, it will comply with each of the Guarantors covenants (except that, so long as any Lender has any Commitment outstanding under either of the Credit Agreements or any amount payable under the Credit Agreements or any other Guaranteed Obligations shall remain unpaid, it will, and, if necessary, will enable the Borrowers to, fully comply with those covenants and agreements of the Borrowers applicable to the extent applicable only to a public company) which are such Guarantor set forth in Section 4 of the Securities Purchase Agreement as if such Guarantor were a party theretoCredit Agreements.

Representations, Warranties and Covenants. (a) Each Guarantor hereby represents and warrants as of the date first written above as follows: (i) such Guarantor (A) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization as set forth on the signature pages hereto, (B) has all requisite corporate, limited liability company or limited partnership power and authority to conduct its business as now conducted and as presently contemplated and to execute, deliver and perform its obligations under this Guaranty and each other Transaction Document to which such Guarantor is a party, and to consummate the transactions contemplated hereby and thereby and (C) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary except where the failure to be so qualified (individually or in the aggregate) would not result in a Material Adverse EffectEffect (as defined in the Securities Purchase Agreement). (ii) The execution, delivery and performance by such Guarantor of this Guaranty and each other Transaction Document to which such Guarantor is a party (A) have been duly authorized by all necessary corporate, limited liability company or limited partnership action, (B) do not and will not contravene its charter, articles, certificate of formation or by-laws, its limited liability company or operating agreement or its certificate of partnership or partnership agreement, as applicable, or any applicable law or any contractual restriction binding on such Guarantor or its properties do not and will not result in or require the creation of any lien, security interest or encumbrance (other than pursuant to any Transaction Document) upon or with respect to any of its properties, and (C) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to it or its operations or any of its properties. (iii) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person is required in connection with the due execution, delivery and performance by such Guarantor of this Guaranty or any of the other Transaction Documents to which such Guarantor is a party (other than expressly provided for in any of the Transaction Documents). (iv) This Guaranty has been duly executed and delivered by each Guarantor and is, and each of the other Transaction Documents to which such Guarantor is or will be a party, when executed and delivered, will be, a legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms, except as may be limited by the Bankruptcy Code or other applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, suretyship or similar laws and equitable principles (regardless of whether enforcement is sought in equity or at law). (v) There is no pending or, to the best knowledge of such Guarantor, threatened action, suit or proceeding against such Guarantor or to which any of the properties of such Guarantor is subject, before any court or other Governmental Authority or any arbitrator that (A) if adversely determined, could reasonably be expected to have a Material Adverse Effect or (B) relates to this Guaranty or any of the other Transaction Documents to which such Guarantor is a party or any transaction contemplated hereby or thereby. (vi) Such Guarantor (A) has read and understands the terms and conditions of the Securities Purchase Agreement Agreement, the Notes and the other Transaction Documents, and (B) now has and will continue to have independent means of obtaining information concerning the affairs, financial condition and business of the Company and the other Transaction Parties, and has no need of, or right to obtain from the Collateral Agent or any Buyer, any credit or other information concerning the affairs, financial condition or business of the Company or the other Transaction Parties. (vii) There are no conditions precedent to the effectiveness of this Guaranty that have not been satisfied or waived. (b) Each Guarantor covenants and agrees that until Payment in Full As of the Guaranteed Obligationsdate hereof, it will comply MoviePass represents that has no direct or indirect Subsidiaries, and therefore, as of the date hereof, MoviePass is the sole Guarantor. After the date hereof, and simultaneously with the acquisition or formation of any direct or indirect Subsidiary by MoviePass, MoviePass shall cause each such Subsidiary to execute and deliver to the Buyer a joinder to this Guaranty (in the form reasonably acceptable to Buyer) under which such Subsidiary shall agree to join this Guaranty as a Guarantor hereunder and be bound by each of the covenants (except to the extent applicable only to a public company) which are set forth in Section 4 of the Securities Purchase Agreement as if such Guarantor were a party theretoterms and conditions hereof.

Representations, Warranties and Covenants. (a) Each Guarantor hereby In order to induce the Administrative Agent and the Lenders to enter into the Credit Agreement and to make the Loans and the other financial accommodations to the Borrower and to issue the Facility LCs described in the Credit Agreement, each of the Guarantors represents and warrants to each Lender and the Administrative Agent as of the date first written above of this Agreement, giving effect to the consummation of the transactions contemplated by the Loan Documents on the Closing Date, and thereafter on each date as followsrequired by Section 4.2 of the Credit Agreement that: (a) It (i) such Guarantor (A) is a corporation, partnership or limited liability company company, or limited partnership duly incorporated or organized, as the case may be, validly existing and in good standing under the laws of the its jurisdiction of its organization as set forth on the signature pages heretoincorporation or organization, (Bii) is duly qualified to do business as a foreign entity and is in good standing under the laws of each jurisdiction where the business by it makes such qualification necessary, and (iii) has all requisite corporate, partnership or limited liability power and authority, as the case may be, to own, operate and encumber its Property and to conduct its business in each jurisdiction in which its business is conducted. (b) It has the requisite corporate, limited liability company or limited partnership partnership, as applicable, power and authority and legal right to conduct its business as now conducted execute and as presently contemplated deliver this Guaranty and to execute, deliver and perform its obligations under hereunder. The execution and delivery by it of this Guaranty and the performance by each of its obligations hereunder have been duly authorized by proper proceedings, and this Guaranty constitutes a legal, valid and binding obligation of each Guarantor, enforceable against such Guarantor, in accordance with its terms, except as enforceability may be limited by (i) bankruptcy, insolvency, fraudulent conveyances, reorganization or similar laws relating to or affecting the enforcement of creditors’ rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law), and (iii) requirements of reasonableness, good faith and fair dealing. (c) Neither the execution and delivery by it of this Guaranty, nor the consummation by it of the transactions herein contemplated, nor compliance by it with the terms and provisions hereof, will (i) conflict with the charter or other Transaction Document organizational documents of such Guarantor, (ii) conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any law, rule, regulation, order, writ, judgment, injunction, decree or award (including, without limitation, any environmental property transfer laws or regulations) applicable to such Guarantor or any provisions of any indenture, instrument or agreement to which such Guarantor is a partyparty or is subject or which it or its Property is bound or affected, and to consummate or require termination of any such indenture, instrument or agreement, (iii) result in or require the transactions contemplated hereby and thereby and (C) is duly qualified to do business and is in good standing in each jurisdiction in which the character creation or imposition of any Lien whatsoever upon any of the properties owned property or leased assets of such Guarantor, other than Liens permitted or created by it the Loan Documents, or (iv) require any approval of such Guarantor’s board of directors or shareholders or unitholders except such as have been obtained. Except as set forth in which Section 5.3 of the transaction Credit Agreement and assuming the filing of its business makes such qualification necessary except where financing statements in relevant jurisdictions as required, the failure to be so qualified (individually or in the aggregate) would not result in a Material Adverse Effect. (ii) The execution, delivery and performance by such Guarantor the Guarantors of this Guaranty and each other Transaction Document to which such Guarantor is a party (A) have been duly authorized by all necessary corporate, limited liability company or limited partnership action, (B) do not and will not contravene its charter, articles, certificate of formation or by-laws, its limited liability company or operating agreement or its certificate of partnership or partnership agreement, as applicable, or any applicable law or any contractual restriction binding on such Guarantor or its properties do not and will not result in or require the creation of any lien, security interest or encumbrance (other than pursuant to any Transaction Document) upon or with respect to any of its properties, and (C) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to it or its operations or any of its properties. (iii) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person is required in connection with the due execution, delivery and performance by such Guarantor of this Guaranty or any of the other Transaction Loan Documents to which such Guarantor is a party (do not and will not require any registration with, consent or approval of, or notice to, or other than expressly provided for in action to, with or by any of the Transaction Documents)governmental authority, including under any environmental property transfer laws or regulations, except filings, consents or notices which have been made. (ivd) This Guaranty It has been duly executed and delivered by each Guarantor and isno Indebtedness other than Indebtedness permitted under Section 6.14 of the Credit Agreement. In addition to the foregoing, and each of the Guarantors covenants that, so long as any Lender has any Revolving Loan Commitment and Swing Line Commitment (collectively, the “Commitments”) outstanding under the Credit Agreement or any amount payable under the Credit Agreement or any other Transaction Documents Secured Obligations shall remain unpaid, it will, and, if necessary, will enable the Borrower to, fully comply with those covenants and agreements of the Borrower applicable to which such Guarantor is or will be a party, when executed and delivered, will be, a legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms, except as may be limited by the Bankruptcy Code or other applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, suretyship or similar laws and equitable principles (regardless of whether enforcement is sought in equity or at law). (v) There is no pending or, to the best knowledge of such Guarantor, threatened action, suit or proceeding against such Guarantor or to which any of the properties of such Guarantor is subject, before any court or other Governmental Authority or any arbitrator that (A) if adversely determined, could reasonably be expected to have a Material Adverse Effect or (B) relates to this Guaranty or any of the other Transaction Documents to which such Guarantor is a party or any transaction contemplated hereby or thereby. (vi) Such Guarantor (A) has read and understands the terms and conditions of the Securities Purchase Agreement and the other Transaction Documents, and (B) now has and will continue to have independent means of obtaining information concerning the affairs, financial condition and business of the Company and the other Transaction Parties, and has no need of, or right to obtain from the Collateral Agent or any Buyer, any credit or other information concerning the affairs, financial condition or business of the Company or the other Transaction Parties. (vii) There are no conditions precedent to the effectiveness of this Guaranty that have not been satisfied or waived. (b) Each Guarantor covenants and agrees that until Payment in Full of the Guaranteed Obligations, it will comply with each of the covenants (except to the extent applicable only to a public company) which are set forth in Section 4 of the Securities Purchase Agreement as if such Guarantor were a party theretoCredit Agreement.

Representations, Warranties and Covenants. The Guarantor hereby represents, warrants and covenants to and with the Agent and the Lenders that: (a) Each The Guarantor hereby represents has the power to execute and warrants as of the date first written above as follows: (i) such Guarantor (A) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization as set forth on the signature pages hereto, (B) has all requisite corporate, limited liability company or limited partnership power and authority to conduct its business as now conducted and as presently contemplated deliver this Guaranty and to execute, deliver incur and perform its obligations under this Guaranty and each other Transaction Document to which such Guarantor is a party, and to consummate the transactions contemplated hereby and thereby and (C) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary except where the failure to be so qualified (individually or in the aggregate) would not result in a Material Adverse Effect.hereunder; (iib) The Guarantor has duly taken all necessary action to authorize the execution, delivery and performance by such Guarantor of this Guaranty and each other Transaction Document to which such Guarantor is a party incur and perform its obligations hereunder; (Ac) have been duly authorized by all necessary corporateNo consent, limited liability company or limited partnership action, (B) do not and will not contravene its charter, articles, certificate of formation or by-laws, its limited liability company or operating agreement or its certificate of partnership or partnership agreement, as applicable, or any applicable law or any contractual restriction binding on such Guarantor or its properties do not and will not result in or require the creation of any lien, security interest or encumbrance (other than pursuant to any Transaction Document) upon or with respect to any of its properties, and (C) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, licenseapproval, authorization or approval applicable to it or its operations or any of its properties. (iii) No authorization or approval or other action by, and no notice to or of, or declaration or filing with, any Governmental Authority governmental or other Person public body, or any other Person, is required in connection with for the due authorization, execution, delivery and performance by such the Guarantor of this Guaranty or the consummation of the transactions contemplated hereby; (d) The execution, delivery and performance by the Guarantor of this Guaranty does not and will not, with the passage of time or the giving of notice or both, violate or otherwise conflict with any term or provision of any material agreement, instrument, judgment, decree, order or any statute, rule or governmental regulation applicable to the Guarantor or result in the creation of any Lien upon any of the other Transaction Documents to which such Guarantor is a party (other than expressly provided for in any of the Transaction Documents).its properties or assets pursuant thereto; (ive) This Guaranty has been duly authorized, executed and delivered by each the Guarantor and is, and each of constitutes the other Transaction Documents to which such Guarantor is or will be a party, when executed and delivered, will be, a legal, valid and binding obligation of such the Guarantor, and is enforceable against such the Guarantor in accordance with its terms, except as enforcement thereof may be limited by subject to the Bankruptcy Code or other effect of any applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, suretyship moratorium or similar laws law affecting creditors' rights generally, and equitable general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law).; and (vf) There is no pending or, The granting of the Loan to the best knowledge of such Guarantor, threatened action, suit or proceeding against such Guarantor or to which any of the properties of such Guarantor is subject, before any court or other Governmental Authority or any arbitrator that (A) if adversely determined, could reasonably be expected to have Borrower will constitute a Material Adverse Effect or (B) relates to this Guaranty or any of the other Transaction Documents to which such Guarantor is a party or any transaction contemplated hereby or thereby. (vi) Such Guarantor (A) has read and understands the terms and conditions of the Securities Purchase Agreement and the other Transaction Documents, and (B) now has and will continue to have independent means of obtaining information concerning the affairs, financial condition and business of the Company and the other Transaction Parties, and has no need of, or right to obtain from the Collateral Agent or any Buyer, any credit or other information concerning the affairs, financial condition or business of the Company or the other Transaction Parties. (vii) There are no conditions precedent material economic benefit to the effectiveness of this Guaranty that have not been satisfied or waivedGuarantor. (b) Each Guarantor covenants and agrees that until Payment in Full of the Guaranteed Obligations, it will comply with each of the covenants (except to the extent applicable only to a public company) which are set forth in Section 4 of the Securities Purchase Agreement as if such Guarantor were a party thereto.

Representations, Warranties and Covenants. (a) Each Guarantor hereby of the Guarantors represents and warrants to the Agent as of the date first written above of this Guaranty, giving effect to the consummation of the transactions contemplated by the Guaranteed Documents on the Effective Date, and thereafter on each date as followsrequired by Sections 4.02 and 4.03 of the Loan Agreement that: (a) It (i) such Guarantor (A) is a corporation, partnership, limited liability company or limited partnership other type of entity duly incorporated or organized, as the case may be, validly existing and in good standing under the laws of the its jurisdiction of its organization as set forth on the signature pages heretoincorporation or organization, (B) has all requisite corporate, limited liability company or limited partnership power and authority to conduct its business as now conducted and as presently contemplated and to execute, deliver and perform its obligations under this Guaranty and each other Transaction Document to which such Guarantor is a party, and to consummate the transactions contemplated hereby and thereby and (Cii) is duly qualified to do business as a foreign entity and is in good standing (to the extent such concept is applicable) under the laws of each jurisdiction where the business conducted by it makes such qualification necessary, except, with respect to each case under this clause (ii), where the failure to so qualify could not reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite corporate, partnership or limited liability company power and authority, as the case may be, to own, operate and encumber its property and to conduct its business in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary is conducted or proposed to be conducted, except where to the extent that the failure to have such authority could not reasonably be so qualified (individually or in the aggregate) would not expected to result in a Material Adverse Effect. (iib) It has the requisite corporate, limited liability company, partnership or other type of entity, as applicable, power and authority and legal right to execute and deliver this Guaranty and to perform its obligations hereunder. The execution, execution and delivery and performance by such Guarantor it of this Guaranty and each other Transaction Document to which such Guarantor is a party (A) the performance of its obligations hereunder have been duly authorized by all necessary proper corporate, limited liability company company, partnership proceedings or limited partnership actionother required proceedings, (B) do not and will not contravene its charterincluding any required shareholder, articles, certificate of formation member or by-laws, its limited liability company or operating agreement or its certificate of partnership or partnership agreement, as applicable, or any applicable law or any contractual restriction binding on such Guarantor or its properties do not and will not result in or require the creation of any lien, security interest or encumbrance (other than pursuant to any Transaction Document) upon or with respect to any of its propertiespartner approval, and (C) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to it or its operations or any of its properties. (iii) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person is required in connection with the due execution, delivery and performance by such Guarantor of this Guaranty or any of the other Transaction Documents to which such Guarantor is a party (other than expressly provided for in any of the Transaction Documents). (iv) This Guaranty has been duly executed and delivered by each Guarantor and is, and each of the other Transaction Documents to which such Guarantor is or will be a party, when executed and delivered, will be, constitutes a legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor Guarantor, in accordance with its terms, except as enforceability may be limited by the Bankruptcy Code or other applicable (i) bankruptcy, insolvency, reorganizationfraudulent conveyances, moratorium, fraudulent conveyance, suretyship reorganization or similar laws and relating to or affecting the enforcement of creditors’ rights generally, (ii) general equitable principles (regardless of whether enforcement is sought considered in a proceeding in equity or at law), and (iii) requirements of reasonableness, good faith and fair dealing. (vc) There is no pending orNeither the execution and delivery by it of this Guaranty, to nor the best knowledge consummation by it of the transactions herein contemplated, nor compliance by it with the terms and provisions hereof, will (i) conflict with the charter or other organizational documents of such Guarantor, threatened action(ii) conflict with, suit result in a breach of or proceeding against constitute (with or without notice or lapse of time or both) a default under any law, rule, regulation, order, writ, judgment, injunction, decree or award (including, without limitation, any environmental property transfer laws or regulations) applicable to such Guarantor or any provisions of any indenture, instrument or agreement to which any of the properties of such Guarantor is subject, before any court or other Governmental Authority or any arbitrator that (A) if adversely determined, could reasonably be expected to have a Material Adverse Effect or (B) relates to this Guaranty Borrower or any of the Borrower’s Subsidiaries is party or is subject or by which it or its property is bound or affected, or require termination of any such indenture, instrument or agreement, (iii) result in the creation or imposition of any Lien whatsoever upon any of the property or assets of such Guarantor, other Transaction than Liens permitted or created by the Guaranteed Documents, or (iv) require any approval of such Guarantor’s board of directors, shareholders, members, partners or unitholders except such as have been obtained. The execution, delivery and performance by such Guarantor of each of the Guaranteed Documents to which such Guarantor is a party do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any transaction contemplated hereby Governmental Authority, including under any environmental property transfer act or therebyenvironmental laws or regulations, except filings, consents or notices which have been made or, with respect to any such filings, consents or notices that are not required to be made prior to the execution by any such Guarantor of the Guaranteed Documents, which will be made in the normal course of business of such Guarantor. (vid) Such Guarantor (A) It has read and understands the terms and conditions no Indebtedness other than Indebtedness permitted under Section 6.01 of the Securities Purchase Agreement and Loan Agreement. In addition to the other Transaction Documentsforegoing, and (B) now has and will continue to have independent means of obtaining information concerning the affairs, financial condition and business each of the Company and the other Transaction PartiesGuarantors covenants that, and has no need ofso long as any Secured Obligations (including, without limitation, all payments due or right to obtain from the Collateral Agent or any Buyer, any credit or other information concerning the affairs, financial condition or business become due under Section 2.06 of the Company or the other Transaction Parties. (vii) There are no conditions precedent to the effectiveness of this Guaranty that have not been satisfied or waived. (b) Each Guarantor covenants and agrees that until Payment in Full Loan Agreement but excluding any inchoate indemnity obligations under Section 8.03 of the Guaranteed ObligationsLoan Agreement) shall remain unpaid or unperformed, it will fully comply with each those covenants and agreements of the covenants (except Borrower applicable to the extent applicable only to a public company) which are such Guarantor set forth in Section 4 of the Securities Purchase Loan Agreement as if such Guarantor were a party theretoor any other Guaranteed Document.

Representations, Warranties and Covenants. (a) Each Guarantor hereby represents and warrants as of the date first written above as follows: (i) such Each Guarantor (A) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization as set forth on the signature pages hereto, (B) has all requisite corporate, limited liability company or limited partnership power and authority to conduct its business as now conducted and as presently contemplated and to execute, execute and deliver and perform its obligations under this Guaranty and each other Transaction Document to which such Guarantor is a partyGuaranty, and to consummate the transactions contemplated hereby and thereby and (C) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary except where the failure to be so qualified (individually or in the aggregate) would not result in a Material Adverse Effect. (ii) The execution, delivery and performance by such each Guarantor of this Guaranty and each other Transaction Document to which such Guarantor is a party (A) have been duly authorized by all necessary corporate, limited liability company or limited partnership action, (B) do not and will not contravene its charter, articles, certificate of formation charter or by-laws, its limited liability company or operating agreement or its certificate of partnership or partnership agreement, as applicable, or any applicable law or any contractual restriction binding on such Guarantor or its properties do not and will not result in or require the creation of any lien, security interest or encumbrance lien (other than pursuant to any Transaction Document) upon or with respect to any of its properties, and (C) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to it or its operations or any of its properties. (iii) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person governmental authority is required in connection with the due execution, delivery and performance by such each Guarantor of this Guaranty or any of the other Transaction Documents to which such Guarantor is a party (other than expressly provided for in any of the Transaction Documentsthis Guaranty). (iv) This Guaranty has been duly executed and delivered by each Guarantor and is, and each of the other Transaction Documents to which such Guarantor is or will be a partyGuaranty, when executed and delivered, will be, a legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms, except as may be limited by the Bankruptcy Code or other applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, suretyship or other similar laws and equitable principles (regardless of whether enforcement is sought in equity or at law). (v) There is no pending or, to the best knowledge of such any Guarantor, threatened action, suit or proceeding against such Guarantor or to which any of the properties of such Guarantor is subject, before any court or other Governmental Authority governmental authority or any arbitrator that (A) if adversely determined, could reasonably be expected to have a Material Adverse Effect or (B) relates to this Guaranty or any of the other Transaction Documents to which such Guarantor is a party or any transaction contemplated hereby or thereby. (vi) Such Each Guarantor (A) has read and understands the terms and conditions of the Securities Purchase Agreement Agreements and the other Transaction Documents, and (B) now has and will continue to have independent means of obtaining information concerning the affairs, financial condition and business of the Company and the other Transaction Parties, and has no need of, or right to obtain from the Collateral Agent or any Buyer, any credit or other information concerning the affairs, financial condition or business of the Company or the other Transaction Parties. (vii) There are no conditions precedent to Parties that may come under the effectiveness control of this Guaranty that have not been satisfied or waivedany Buyer. (b) Each Guarantor covenants and agrees that until Payment the Satisfaction in Full of the Guaranteed Obligations, it will comply with each of the covenants (except to the extent applicable only to a public company) which are set forth in Section 4 of the Securities Purchase Agreement Agreements as if such Guarantor were a party thereto.

Representations, Warranties and Covenants. Guarantor hereby represents, warrants and covenants that: (a) Each Guarantor hereby represents and warrants as of the date first written above as follows: (i) such Guarantor (A) is a corporation, limited liability company or limited partnership corporation duly organized, incorporated and validly existing and in good standing under the laws of the jurisdiction State of its organization as set forth on Delaware and has the signature pages hereto, (B) has all requisite corporate, limited liability company or limited partnership corporate power and authority to conduct carry on its business as now conducted and as presently contemplated and to execute, deliver and perform its obligations under this Guaranty and each other Transaction Document to which such it is being conducted; (b) Guarantor is a party, and to consummate the transactions contemplated hereby and thereby and (C) is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its material operations or the character of the properties owned or leased by it or in which the transaction nature of its business makes such qualification necessary requires (except where as is not reasonably likely to have a material adverse effect on Guarantor's ability to perform its obligations under the failure to be so qualified (individually or in the aggregate) would not result in a Material Adverse Effect.Guaranty); (iic) The executionGuarantor has the corporate power to enter into and perform, and has taken all necessary corporate action to authorize the entry into, performance and delivery and performance by such Guarantor of this Guaranty and each other Transaction Document to which such Guarantor is a party (A) have been duly authorized by all necessary corporate, limited liability company or limited partnership action, (B) do not and will not contravene its charter, articles, certificate of formation or by-laws, its limited liability company or operating agreement or its certificate of partnership or partnership agreement, as applicable, or any applicable law or any contractual restriction binding on such Guarantor or its properties do not and will not result in or require the creation of any lien, security interest or encumbrance (other than pursuant to any Transaction Document) upon or with respect to any of its propertiesGuaranty, and (C) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to it or its operations or any of its properties. (iii) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person is required in connection with the due execution, delivery and performance by such Guarantor of this Guaranty or any of the other Transaction Documents to which such Guarantor is a party (other than expressly provided for in any of the Transaction Documents). (iv) This Guaranty has been duly executed constitutes its valid, binding and delivered by each Guarantor and is, and each of the other Transaction Documents to which such Guarantor is or will be a party, when executed and delivered, will be, a legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its termsobligations, except as such enforceability may be limited by the Bankruptcy Code or other applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, suretyship moratorium or similar laws and equitable affecting the rights of creditors generally or by general principles of equity (regardless of whether enforcement such enforceability is sought considered in a proceeding in equity or at law).; (vd) There the execution and delivery of, the performance of its obligations under, and compliance by Guarantor with the provisions of, this Guaranty will not (i) contravene any existing applicable law of the United States of America (“USA”), (ii) conflict with, or result in any breach of any of the terms of, or constitute a default under, any agreement or other instrument to which Guarantor is a party or is subject or by which it or any of its property is bound, (iii) contravene or conflict with any provision of its constitutional documents or (iv) result in the creation or imposition of, or oblige it to create, any Security Interest over any of its assets, rights or revenues (with respect to each of (i), (ii), (iii) and (iv) above, except as is not reasonably likely to have a material adverse effect on Guarantor’s ability to perform its obligations under this Guaranty); (e) (i) Guarantor is not in default under any material agreement to which it is a party or by which it may be bound, except any default as is not reasonably likely to have a material adverse effect on Guarantor’s ability to perform its obligations under this Guaranty, and (ii) no pending litigation, arbitration or administrative proceeding is taking place or, to the best knowledge of such Guarantorits knowledge, pending or threatened action, suit or proceeding against such Guarantor or to which any of the properties of such Guarantor is subject, before any court or other Governmental Authority or any arbitrator that (A) if adversely determined, could reasonably be expected likely to have a Material Adverse Effect or material adverse effect on Guarantor’s ability to perform its obligations under this Guaranty; (Bf) relates to this Guaranty or any of the other Transaction Documents to which such so far as Guarantor is a party or any transaction contemplated hereby or thereby. (vi) Such Guarantor (A) has read and understands the terms and conditions of the Securities Purchase Agreement and the other Transaction Documentsaware, and (B) now has and will continue except where the failure to take such action is not reasonably likely to have independent means of obtaining information concerning a material adverse effect on Guarantor’s ability to perform its obligations under this Guaranty, it is not necessary to ensure the affairslegality, financial condition and business of the Company and the other Transaction Partiesvalidity, and has no need of, enforceability or right to obtain from the Collateral Agent or any Buyer, any credit or other information concerning the affairs, financial condition or business of the Company or the other Transaction Parties. (vii) There are no conditions precedent to the effectiveness admissibility in evidence of this Guaranty (i) that have not been satisfied it or waived.any other instrument be notarized, filed, recorded, registered or enrolled in any court, public office or elsewhere in the USA or (ii) that any stamp, registration or similar tax or charge be paid in the USA on or in relation to this Guaranty; (bg) Each the publicly available audited financial statements of Guarantor covenants for the financial year ended December 31, 2010 certified by independent auditors have been prepared in accordance with accounting principles generally accepted in the USA which have been consistently applied and agrees that until Payment fairly present in Full all material respects the financial position of Guarantor as at such date except as disclosed to the contrary in those financial statements and, as at such date, Guarantor did not have any material liabilities (contingent or otherwise) or any material unrealized or anticipated losses which are not disclosed by, or reserved against in, such financial statements and there has been no material adverse change in the business or financial condition of Guarantor since publication of such financial statements; (h) Guarantor shall at all times while this Guaranty is in effect maintain its corporate existence under the laws of the Guaranteed Obligations, State of Delaware and it will comply not consolidate with each or merge into any corporation or other entity; (i) The Capacity Purchase Agreement is in full force and effect and if it shall no longer be in full force and effect it shall be replaced within ninety (90) days thereafter; (j) Guarantor is and shall remain throughout the Lease Term the holder of 100% of the covenants (except to the extent applicable only to a public company) which are set forth in Section 4 beneficial interests of the Securities Purchase Agreement as if such Guarantor were a party theretoLessee.

Representations, Warranties and Covenants. (a) Each Guarantor hereby of the Guarantors represents and warrants to each Lender and the Administrative Agent as of the date first written above of this Guaranty, giving effect to the consummation of the transactions contemplated by the Loan Documents on the Effective Date, and thereafter on each date as followsrequired by Section 4.02 of the Credit Agreement that: (ia) such Guarantor It (A) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization as set forth on the signature pages heretoorganization, (B) has all requisite power and authority to carry on its business as now conducted and (C) except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, in each case to the extent that the concept of good standing or qualification to do business is applicable in any such jurisdiction. (b) It has the requisite corporate, limited liability company or limited partnership partnership, as applicable, power and authority and legal right to conduct its business as now conducted execute and as presently contemplated deliver this Guaranty and to execute, deliver and perform its obligations under this Guaranty hereunder. The execution and each other Transaction Document to which such Guarantor is a party, and to consummate the transactions contemplated hereby and thereby and (C) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased delivery by it or in which the transaction of its business makes such qualification necessary except where the failure to be so qualified (individually or in the aggregate) would not result in a Material Adverse Effect. (ii) The execution, delivery and performance by such Guarantor of this Guaranty and each other Transaction Document to which such Guarantor is a party (A) the performance of its obligations hereunder have been duly authorized by all necessary proper corporate, limited liability company or limited partnership actionproceedings, (B) do not and will not contravene its charterincluding any required shareholder, articles, certificate of formation member or by-laws, its limited liability company or operating agreement or its certificate of partnership or partnership agreement, as applicable, or any applicable law or any contractual restriction binding on such Guarantor or its properties do not and will not result in or require the creation of any lien, security interest or encumbrance (other than pursuant to any Transaction Document) upon or with respect to any of its propertiespartner approval, and (C) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to it or its operations or any of its properties. (iii) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person is required in connection with the due execution, delivery and performance by such Guarantor of this Guaranty or any of the other Transaction Documents to which such Guarantor is a party (other than expressly provided for in any of the Transaction Documents). (iv) This Guaranty has been duly executed and delivered by each Guarantor and is, and each of the other Transaction Documents to which such Guarantor is or will be a party, when executed and delivered, will be, constitutes a legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor Guarantor, in accordance with its terms, except as enforceability may be limited by the Bankruptcy Code or other applicable (i) bankruptcy, insolvency, reorganizationfraudulent conveyances, moratorium, fraudulent conveyance, suretyship reorganization or similar laws and relating to or affecting the enforcement of creditors’ rights generally, (ii) general equitable principles (regardless of whether enforcement is sought considered in a proceeding in equity or at law), and (iii) requirements of reasonableness, good faith and fair dealing. (vc) There is no pending orThe execution and delivery by it of this Guaranty, the consummation by it of the transactions herein contemplated, and compliance by it with the terms and provisions hereof (A) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings required to be made with the SEC under the Exchange Act or the Securities Act after the execution of the Loan Documents or necessary to perfect Liens created pursuant to the best knowledge Loan Documents, (B) will not (i) violate in any respect any Requirements of Law applicable to such Guarantor, (ii) violate the Organizational Documents of such Guarantor or (iii) violate any order of any Governmental Authority, (C) will not violate or result in a default under any indenture, material agreement or other material instrument binding upon such Guarantor or any of its assets, or give rise to a right thereunder to require any payment to be made by such Guarantor, and (D) will not result in the creation or imposition of any Lien on any asset of such Guarantor, threatened other than Liens created or permitted under the Loan Documents, except (in the case of clause (A), (B)(i), (B)(iii) or (C)), to the extent that the failure to obtain or make such consent, approval, registration, filing or action, suit or proceeding against such Guarantor violation, default or to which any of right, as the properties of such Guarantor is subject, before any court or other Governmental Authority or any arbitrator that (A) if adversely determinedcase may be, could not reasonably be expected to have a Material Adverse Effect or (B) relates to this Guaranty or any of the other Transaction Documents to which such Guarantor is a party or any transaction contemplated hereby or therebyEffect. (vid) Such Guarantor (A) It has read and understands the terms and conditions no Indebtedness other than Indebtedness permitted under Section 6.01 of the Securities Purchase Agreement and the other Transaction Documents, and (B) now has and will continue to have independent means of obtaining information concerning the affairs, financial condition and business of the Company and the other Transaction Parties, and has no need of, or right to obtain from the Collateral Agent or any Buyer, any credit or other information concerning the affairs, financial condition or business of the Company or the other Transaction Parties. (vii) There are no conditions precedent Credit Agreement. In addition to the effectiveness of this Guaranty that have not been satisfied or waived. (b) Each Guarantor covenants and agrees that until Payment in Full of the Guaranteed Obligationsforegoing, it will comply with each of the Guarantors covenants (except that, so long as any Lender has any Commitment or Letter of Credit outstanding under the Credit Agreement or any amount payable under the Credit Agreement or any other Secured Obligations shall remain unpaid, it will, and, if necessary, to the extent within its power to do so, will cause the Borrower to, fully comply with those covenants and agreements of the Borrower applicable only to a public company) which are such Guarantor set forth in Section 4 of the Securities Purchase Agreement as if such Guarantor were a party theretoCredit Agreement.

Representations, Warranties and Covenants. (a) Each Guarantor hereby represents and warrants as of the date first written above as followsto each Beneficiary that: (iA) such Such Guarantor (Ai) is a corporation, partnership or limited liability company company, duly incorporated or limited partnership duly organized, as the case may be, validly existing and in good standing under the laws of the its jurisdiction of incorporation or organization, (ii) is duly qualified to do business as a foreign entity and is in good standing under the laws of each jurisdiction where the business by it makes such qualification necessary, and (iii) has all requisite corporate, partnership or limited liability power and authority, as the case may be, to own, operate and encumber its organization as set forth property and to conduct its business in each jurisdiction in which its business is conducted except to the extent that the failure to have such authority could not reasonably be expected to have a material adverse effect (a) on the signature pages heretobusiness, financial condition, operations or properties of a Guarantor taken as a whole or (b) on its ability to perform its obligations hereunder. (B) Such Guarantor has all the requisite corporate, limited liability company or limited partnership partnership, as applicable, power and authority and legal right to conduct its business as now conducted execute and as presently contemplated deliver this Guaranty and to execute, deliver and perform its obligations under this Guaranty hereunder. The execution and each other Transaction Document to which such Guarantor is a party, and to consummate the transactions contemplated hereby and thereby and (C) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary except where the failure to be so qualified (individually or in the aggregate) would not result in a Material Adverse Effect. (ii) The execution, delivery and performance by such Guarantor of this Guaranty and each other Transaction Document to which such Guarantor is a party (A) the performance of its obligations hereunder have been duly authorized by all necessary corporate, limited liability company or limited partnership action, (B) do not and will not contravene its charter, articles, certificate of formation or by-laws, its limited liability company or operating agreement or its certificate of partnership or partnership agreement, as applicable, or any applicable law or any contractual restriction binding on such Guarantor or its properties do not and will not result in or require the creation of any lien, security interest or encumbrance (other than pursuant to any Transaction Document) upon or with respect to any of its propertiesproper proceedings, and (C) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to it or its operations or any of its properties. (iii) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person is required in connection with the due execution, delivery and performance by such Guarantor of this Guaranty or any of the other Transaction Documents to which such Guarantor is a party (other than expressly provided for in any of the Transaction Documents). (iv) This Guaranty has been duly executed and delivered by each Guarantor and is, and each of the other Transaction Documents to which such Guarantor is or will be a party, when executed and delivered, will be, constitutes a legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor Guarantor, in accordance with its terms, except as enforceability may be limited by the Bankruptcy Code or other (i) applicable bankruptcy, insolvency, reorganizationfraudulent conveyances or transfers, moratorium, fraudulent conveyance, suretyship reorganization or similar laws relating to or affecting the enforcement of creditors’ rights generally and (ii) general equitable principles (regardless of whether enforcement is sought considered in a proceeding in equity or at law). (vC) There is no pending orNeither the execution and delivery by it of this Guaranty, to nor the best knowledge consummation by it of the transactions herein contemplated, nor compliance by it with the terms and provisions hereof, will (i) conflict with the charter or other organizational documents of such Guarantor, threatened action(ii) conflict with, suit result in a breach of or proceeding against constitute (with or without notice or lapse of time or both) a default under any law, rule, regulation, order, writ, judgment, injunction, decree or award (including, without limitation, any environmental property transfer laws or regulations) applicable to such Guarantor or to which any provisions of the properties of such Guarantor is subjectany indenture, before any court instrument or other Governmental Authority or any arbitrator that (A) if adversely determined, could reasonably be expected to have a Material Adverse Effect or (B) relates to this Guaranty or any of the other Transaction Documents agreement to which such Guarantor is a party or is subject or which it or its property is bound or affected, or require termination of any transaction contemplated hereby such indenture, instrument or thereby. agreement, (viiii) Such Guarantor (A) has read and understands result in or require the terms and conditions creation or imposition of any Lien whatsoever upon any of the Securities property or assets of such Guarantor, other than Liens permitted or created by the Note Purchase Agreement, or (iv) require any approval of such Guarantor’s board of directors or shareholders or unitholders except such as have been obtained. The execution, delivery and performance by such Guarantor of this Guaranty does not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any governmental authority, including under any environmental property transfer laws or regulations, except filings, consents or notices which have been made. In addition to the foregoing, each such Guarantor covenants that, so long as any amount is payable under the Note Purchase Agreement or the Notes or any other Guaranteed Obligations shall remain unpaid, it will, and, if necessary, will enable the Company to, fully comply with those covenants and the other Transaction Documents, and (B) now has and will continue to have independent means of obtaining information concerning the affairs, financial condition and business agreements of the Company and the other Transaction Parties, and has no need of, or right applicable to obtain from the Collateral Agent or any Buyer, any credit or other information concerning the affairs, financial condition or business of the Company or the other Transaction Parties. (vii) There are no conditions precedent to the effectiveness of this Guaranty that have not been satisfied or waived. (b) Each such Guarantor covenants and agrees that until Payment in Full of the Guaranteed Obligations, it will comply with each of the covenants (except to the extent applicable only to a public company) which are set forth in Section 4 of the Securities Note Purchase Agreement as if such Guarantor were a party theretoAgreement.

Representations, Warranties and Covenants. (a) Each Guarantor hereby of the Guarantors represents and warrants as (which representations and warranties shall be deemed to have been renewed at the time of the date first written above as followsmaking of any Loan or issuance of any Letter of Credit) that: (i) such Guarantor (A) It is a corporation, partnership or limited liability company duly and properly incorporated or limited partnership duly organized, as the case may be, validly existing and (to the extent such concept applies to such entity) in good standing under the laws of the its jurisdiction of its incorporation or organization as set forth on the signature pages hereto, (B) and has all requisite corporate, limited liability company or limited partnership power and authority to conduct its business as now conducted and as presently contemplated and to execute, deliver and perform its obligations under this Guaranty and each other Transaction Document to which such Guarantor is a party, and to consummate the transactions contemplated hereby and thereby and (C) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary is conducted, except where to the extent that the failure to have such authority could not reasonably be so qualified (individually or in the aggregate) would not result in expected to have a Material Adverse Effect. (iiB) It (to the extent applicable) has the power and authority and legal right to execute and deliver this Guaranty and to perform its obligations hereunder. The execution, execution and delivery and performance by such each Guarantor of this Guaranty and the performance by each other Transaction Document to which such Guarantor is a party (A) of its obligations hereunder have been duly authorized by all necessary corporate, limited liability company or limited partnership action, (B) do not and will not contravene its charter, articles, certificate of formation or by-laws, its limited liability company or operating agreement or its certificate of partnership or partnership agreement, as applicable, or any applicable law or any contractual restriction binding on such Guarantor or its properties do not and will not result in or require the creation of any lien, security interest or encumbrance (other than pursuant to any Transaction Document) upon or with respect to any of its propertiesproper proceedings, and (C) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to it or its operations or any of its properties. (iii) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person is required in connection with the due execution, delivery and performance by such Guarantor of this Guaranty or any of the other Transaction Documents to which such Guarantor is a party (other than expressly provided for in any of the Transaction Documents). (iv) This Guaranty has been duly executed and delivered by each Guarantor and is, and each of the other Transaction Documents to which such Guarantor is or will be a party, when executed and delivered, will be, constitutes a legal, valid and binding obligation of such Guarantor, respectively, enforceable against such Guarantor Guarantor, respectively, in accordance with its terms, except as enforceability may be limited by the Bankruptcy Code or other applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, suretyship insolvency or similar laws affecting the enforcement of creditors’ rights generally and equitable subject to general principles (regardless of equity whether enforcement is sought considered in a proceeding in equity or at law). (vC) There is no pending orNeither the execution and delivery by it of this Guaranty, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof will (i) require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (a) such as have been obtained or made and are in full force and effect, and (b) those filings and recordings in connection with Liens granted to the best knowledge of such GuarantorAdministrative Agent under the Loan Documents, threatened action(ii) violate (a) any applicable law or regulation in any material respect, suit or proceeding against such Guarantor or to which any of the properties of such Guarantor is subject(b) its charter, before any court by-laws or other organizational documents, or (c) any order of any Governmental Authority binding upon it, (iii) violate or result in a default under any arbitrator that (A) if adversely determinedindenture, could reasonably be expected to have a Material Adverse Effect material agreement or (B) relates to this Guaranty other material instrument binding upon any Borrower or any of the other Transaction Documents its Subsidiaries or its assets, or give rise to which such Guarantor is a party right thereunder to require any payment to be made by any Borrower or any transaction contemplated hereby of its Subsidiaries or thereby. (viiv) Such Guarantor (A) has read and understands result in the terms and conditions creation or imposition of any Lien on any asset of any Borrower or any of its Subsidiaries, other than Liens created pursuant to the Securities Purchase Agreement and the other Transaction Loan Documents. No order, and (B) now has and will continue to have independent means of obtaining information concerning the affairsconsent, financial condition and business of the Company and the other Transaction Partiesadjudication, and has no need approval, license, authorization, or validation of, or right to obtain from the Collateral Agent filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any Buyersubdivision thereof, any credit or other information concerning which has not been obtained by it, is required to be obtained by it in connection with the affairsexecution, financial condition or business of the Company delivery and performance by it of, or the other Transaction Parties. (vii) There are no conditions precedent legality, validity, binding effect or enforceability against it of, this Guaranty. In addition to the effectiveness of this Guaranty that have not been satisfied or waived. (b) Each Guarantor covenants and agrees that until Payment in Full of the Guaranteed Obligationsforegoing, it will comply with each of the Guarantors covenants that, so long as any Lender has any Commitment outstanding under the Credit Agreement or any amount payable under the Credit Agreement or any other Guaranteed Obligations (except other than contingent indemnity obligations) shall remain unpaid, it will, and, if necessary, will enable each of the Borrowers to, fully comply with those covenants and agreements of such Borrower applicable to the extent applicable only to a public company) which are such Guarantor set forth in Section 4 of the Securities Purchase Agreement as if such Guarantor were a party theretoCredit Agreement.

Representations, Warranties and Covenants. (a) Each The Guarantor hereby represents and warrants as of the date first written above as follows: (ia) such The Guarantor (Ai) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization as set forth on the signature pages heretofirst page hereof, (Bii) has all requisite corporate, limited liability company or limited partnership power and authority to conduct its business as now conducted and as presently contemplated and to execute, execute and deliver and perform its obligations under this Guaranty and each other Transaction Document to which such the Guarantor is a party, and to consummate the transactions contemplated hereby and thereby and (Ciii) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary except where the failure to be so qualified (individually or in the aggregate) would not result in a Material Adverse Effectnecessary. (iib) The execution, delivery and performance by such the Guarantor of this Guaranty and each other Transaction Document to which such the Guarantor is a party (Ai) have been duly authorized by all necessary corporate, limited liability company or limited partnership action, (Bii) do not and will not contravene its charter, articles, certificate of formation charter or by-laws, its limited liability company or operating agreement or its certificate of partnership or partnership agreement, as applicable, or any applicable law or any contractual restriction binding on such or otherwise affecting the Guarantor or its properties properties, (iii) do not and will not result in or require the creation of any lien, security interest or encumbrance lien (other than pursuant to any Transaction Document) upon or with respect to any of its properties, and (Civ) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to it or its operations or any of its properties. (iiic) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person governmental authority is required in connection with the due execution, delivery and performance by such the Guarantor of this Guaranty or any of the other Transaction Documents to which such the Guarantor is a party (other than expressly provided party, except for in the filing of registrations, filings or recordings as may be necessary to perfect the lien purported to be created by any of Transaction Documents to which the Transaction Documents)Guarantor is a party. (ivd) This Each of this Guaranty has been duly executed and delivered by each Guarantor and is, and each of the other Transaction Documents to which such the Guarantor is or will be a party, when executed and delivered, will be, be a legal, valid and binding obligation of such the Guarantor, enforceable against such the Guarantor in accordance with its terms, except as may be limited by the Bankruptcy Code or other applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, suretyship or other similar laws and equitable principles (regardless of whether enforcement is sought in equity or at law)laws. (ve) There is no pending or, to the best knowledge of such the Guarantor, threatened action, suit or proceeding against such affecting the Guarantor or to which any of the properties of such the Guarantor is subject, before any court or other Governmental Authority governmental authority or any arbitrator that (Ai) if adversely determined, could reasonably be expected to have a Material Adverse Effect material adverse effect or (Bii) relates to this Guaranty or any of the other Transaction Documents to which such the Guarantor is a party or any transaction contemplated hereby or thereby. (vif) Such The Guarantor (Ai) has read and understands the terms and conditions of the Securities Purchase Agreement and the other Transaction Documents, and (Bii) now has and will continue to have independent means of obtaining information concerning the affairs, financial condition and business of the Company Parent and the other Transaction Parties, and has no need of, or right to obtain from the Collateral Agent or any Buyer, any credit or other information concerning the affairs, financial condition or business of the Company Parent or the other Transaction PartiesParties that may come under the control of any Buyer. (viig) There are no conditions precedent to the effectiveness of this Guaranty that have not been satisfied or waived. (b) Each The Guarantor covenants and agrees that until Payment in Full indefeasible full and final payment of the Guaranteed Obligations, it will comply with each of the covenants (except to the extent applicable only to a public company) which are set forth in Section 4 of the Securities Purchase Agreement as if such the Guarantor were a party thereto.

Representations, Warranties and Covenants. (a) Each Borrowers and Guarantors jointly and severally represent, warrant and covenant with and to Agent and Lenders as follows, which representations, warranties and covenants shall survive the execution and delivery hereof: 5.1 This Amendment No. 2 has been duly authorized, executed and delivered by all necessary action on the part of each Borrower and Guarantor hereby represents which is a party hereto and, if necessary, their respective stockholders, and warrants is in full force and effect as of the date first written above as follows: (i) such Guarantor (A) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization as set forth on the signature pages hereto, (B) has all requisite corporate, limited liability company or limited partnership power and authority to conduct its business as now conducted and as presently contemplated and to execute, deliver and perform its obligations under this Guaranty and each other Transaction Document to which such Guarantor is a partyhereof, and to consummate the transactions contemplated hereby agreements and thereby obligations of Borrowers and (C) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary except where the failure to be so qualified (individually or in the aggregate) would not result in a Material Adverse Effect. (ii) The execution, delivery and performance by such Guarantor of this Guaranty and each other Transaction Document to which such Guarantor is a party (A) have been duly authorized by all necessary corporate, limited liability company or limited partnership action, (B) do not and will not contravene its charter, articles, certificate of formation or by-laws, its limited liability company or operating agreement or its certificate of partnership or partnership agreement, as applicable, or any applicable law or any contractual restriction binding on such Guarantor or its properties do not and will not result in or require the creation of any lien, security interest or encumbrance (other than pursuant to any Transaction Document) upon or with respect to any of its properties, and (C) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to it or its operations or any of its properties. (iii) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person is required in connection with the due execution, delivery and performance by such Guarantor of this Guaranty or any of the other Transaction Documents to which such Guarantor is a party (other than expressly provided for in any of the Transaction Documents). (iv) This Guaranty has been duly executed and delivered by each Guarantor and is, and each of the other Transaction Documents to which such Guarantor is or will be a party, when executed and delivered, will be, a Guarantors contained herein constitute legal, valid and binding obligation obligations of such Guarantor, Borrowers and Guarantors enforceable against such Guarantor them in accordance with its terms, their terms except as such enforceability may be limited by the Bankruptcy Code or other applicable (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, suretyship moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and equitable (ii) the application of general principles of equity (regardless of whether enforcement such enforceability is sought considered in a proceeding in equity or at law). (v) There 5.2 No action of, or filing with, or consent of any Governmental Authority and no approval or consent of any other party, is no pending orrequired to authorize, to or is otherwise required in connection with, the best knowledge execution, delivery and performance of such Guarantorthis Amendment No. 2. 5.3 None of the transactions contemplated by this Amendment No. 2 are in contravention of any applicable law, threatened action, suit or proceeding against such Guarantor or the terms of any agreement to which any Borrower or Guarantor is a party or by which any property of any Borrower or Guarantor is bound. 5.4 The Subordinated Note Agreements and the transactions contemplated thereby have been duly executed, delivered and performed in accordance with their terms, including the fulfillment (not the waiver, except as disclosed and consented to by Agent) of all conditions precedent set forth therein. 5.5 On or before September 16, 2003, Borrowers and Guarantors shall have issued or caused to be issued a redemption notice with respect to the repayment in full of all of the properties Indebtedness and other obligations of Borrowers and Guarantors evidenced by or arising under the Existing Subordinated Notes and Borrowers and Guarantors shall provide to Agent on or before such date evidence, in form and substance satisfactory to Agent, of same. Such redemption notice shall provide for all of the Existing Subordinated Notes to be repaid in full on or before October 22, 2003 (the “Existing Subordinated Note Payoff Date”). A true, correct and complete copy of such Guarantor is subjectnotice shall have been delivered to Agent on or before the date of the issuance of such redemption notice. On or before October 22, 2003, Borrowers and Guarantors shall cause all of such Indebtedness and other obligations to be repaid in full with the portion of the proceeds payable to Parent from the issuance of the Subordinated Notes that have been deposited into the Existing Note Payoff Account and Borrowers and Guarantors shall provide to Agent on or before such date evidence, in form and substance satisfactory to Agent, that (a) all Indebtedness and other obligations of Borrowers and Guarantors evidenced by or arising under the Existing Subordinated Notes and the other Existing Subordinated Note Agreements have been duly and validly repaid and satisfied in full in accordance with the terms of the Existing Subordinated Note Indenture and the other Existing Subordinated Note Agreements using proceeds of the issuance of the Subordinated Notes that have been deposited in the Existing Note Payoff Account and (b) Parent and the Existing Subordinated Note Guarantors have been released from all liability and obligations in connection with the Existing Subordinated Note Indenture and the other Existing Subordinated Note Agreements therewith. 5.6 On or before September 19, 2003, Parent shall cause all amounts payable to it with the proceeds from the issuance of the Subordinated Notes to be remitted to the Existing Note Payoff Account, other than those proceeds paid to Agent for application to the Obligations, and Borrowers and Guarantors shall provide to Agent on or before such date evidence, in form and substance satisfactory to Agent, of same. No other funds shall be held in the Existing Note Payoff Account and all of the funds held therein shall only be used to repay the Indebtedness and other obligations of Borrowers and Guarantors evidenced by or arising under the Existing Subordinated Note Indenture and the other Existing Subordinated Note Agreements on or before October 22, 2003. The amounts so paid to the Existing Note Payoff Account shall be sufficient to repay all of the Indebtedness and other obligations of Borrowers and Guarantors evidenced by or arising under the Existing Subordinated Note Indenture and the other Existing Subordinated Note Agreements and Borrowers and Guarantors shall provide to Agent evidence, in form and substance satisfactory to Agent, of same. All funds so deposited into the Existing Note Payoff Account shall at all times be held in such account free and clear of any security interests, liens, pledge, encumbrances or claims of any kind or nature. 5.7 The Subordinated Notes have been duly authorized, issued and delivered by Parent pursuant to the Subordinated Note Indenture and the other Subordinated Note Agreements, and the transactions contemplated thereunder have been performed in accordance with their terms by the respective parties thereto in all respects, including the fulfillment (not merely the waiver) of all conditions precedent set forth therein. 5.8 All actions and proceedings required by the Subordinated Notes and the other Subordinated Note Agreements, applicable law or regulations, have been taken, and the transactions required thereunder have been (or will be when required to under the Subordinated Note Agreements or applicable law or regulations) duly and validly taken and consummated. 5.9 The execution, delivery and performance by Borrowers and Guarantors of the Subordinated Note Agreements and the consummation of the transactions therein contemplated, and compliance with the provisions thereof (a) are all within each Borrower’s and Guarantor’s corporate or limited liability company powers, (b) have been duly authorized by each Borrower and Guarantor, (c) do not and will not violate any law or regulation or any order or decree of any court or other Governmental Authority in any respect, (d) do not or shall not conflict with or result in the breach of, or constitute a default in any arbitrator that respect under, any indenture, mortgage, deed of trust, security agreement, agreement or instrument to which any Borrower or Guarantor is a party or may be bound, (Ae) if adversely determinedwill not result in the creation or imposition of, could reasonably be expected or require or give rise to have a Material Adverse Effect any obligation to grant, any lien, security interest, charge or other encumbrance upon any property of any Borrower or Guarantor or (Bf) relates violate any provision of the certificate of incorporation, certificate of formation, by-laws or other organizational documents of any Borrower or Guarantor. 5.10 All payments that are required or anticipated to this Guaranty be made on the Existing Subordinated Note Payoff Date and the names of the payees to be paid using all of the proceeds of the Subordinated Notes contemplated by the Subordinated Note Agreements are set forth on Schedule 5.9 hereto. 5.11 No court of competent jurisdiction has issued any injunction, restraining order or other order which prohibits consummation of the issuance of the Subordinated Notes and the transactions related to the other Subordinated Note Agreements and no governmental or other action or proceeding has been threatened or commenced, seeking any injunction, restraining order or other order which seeks to avoid or otherwise modify the issuance of the Subordinated Notes or any of the other Transaction Documents to which such Guarantor is a party or any transaction contemplated hereby or therebySubordinated Note Agreements and the transactions related thereto. (vi) Such Guarantor (A) has read 5.12 Agent has, on or before the date hereof, received from Borrowers, true, complete and understands the terms and conditions correct copies of the Securities Purchase Agreement and the other Transaction DocumentsSubordinated Note Agreements, and (B) now has all notices, instruments, documents and will continue to have independent means of obtaining information concerning the affairsagreements related thereto, financial condition including all exhibits and business of the Company and the other Transaction Parties, and has no need of, or right to obtain from the Collateral Agent or any Buyer, any credit or other information concerning the affairs, financial condition or business of the Company or the other Transaction Parties. (vii) There are no conditions precedent to the effectiveness of this Guaranty that have not been satisfied or waived. (b) Each Guarantor covenants and agrees that until Payment in Full of the Guaranteed Obligations, it will comply with each of the covenants (except to the extent applicable only to a public company) which are set forth in Section 4 of the Securities Purchase Agreement as if such Guarantor were a party schedules thereto.

Representations, Warranties and Covenants. (a) Each The Additional Guarantor hereby represents and warrants as of to the date first written above Agents and the Lenders as follows: (ia) such The Additional Guarantor (Ai) is a [corporation, ] [limited partnership] [limited liability company or limited partnership company], duly organized, validly existing and in good standing under the laws of the state or jurisdiction of its organization as set forth on the signature pages heretofirst page hereof, (Bii) has all requisite corporate, limited liability company or limited partnership power and authority to conduct its business as now conducted and as presently contemplated and to execute, execute and deliver and perform its obligations under this Guaranty and each other Transaction Loan Document to which such the Additional Guarantor is a party, and to consummate the transactions contemplated hereby and thereby and (Ciii) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary except other than in such jurisdictions where the failure to be so qualified (individually or and in the aggregate) would good standing could not result in reasonably be expected to have a Material Adverse Effect. (iib) The execution, delivery and performance by such the Additional Guarantor of this Guaranty and each other Transaction Loan Document to which such the Additional Guarantor is or will be a party (Ai) have been duly authorized by all necessary corporate, limited liability company or limited partnership action, (Bii) do not and will not contravene its charter, articles, certificate of formation charter or by-laws, its limited liability company or operating agreement or its certificate of partnership or partnership agreement, as applicable, or any applicable law law, or any contractual restriction binding on such or otherwise affecting the Additional Guarantor or any of its properties properties, (iii) do not and will not result in or require the creation of any lien, security interest or encumbrance Lien (other than pursuant to any Transaction Loan Document) upon or with respect to any of its properties, and (Civ) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to it or its operations or any of its properties. (iiic) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person is required in connection with the due execution, delivery and performance by such the Additional Guarantor of this Guaranty or any of the other Transaction Documents Loan Document to which such Guarantor is a party (other than expressly provided for in any of the Transaction Documents). (iv) This Guaranty has been duly executed and delivered by each Guarantor and is, and each of the other Transaction Documents to which such Additional Guarantor is or will be a party. (d) Each of this Guaranty and each other Loan Document, when executed and delivered, is (or will be, in the case of such documents delivered after the date hereof) a legal, valid and binding obligation of such the Additional Guarantor, enforceable against such the Additional Guarantor in accordance with its terms, except as enforceability may be limited by the Bankruptcy Code or other equitable principles and by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, suretyship moratorium or other similar laws and equitable principles (regardless of whether enforcement is sought in equity or at law)affecting creditors' rights generally. (vi) There is no pending or, to the best knowledge of such the Additional Guarantor, threatened action, suit or proceeding against such affecting the Additional Guarantor or to which any of the its properties of such Guarantor is subject, before any court or other Governmental Authority or any arbitrator that (A) if adversely determined, could reasonably be expected to have a Material Adverse Effect or (B) relates to this Guaranty or any of the other Transaction Documents Loan Document to which such the Additional Guarantor is a party or any transaction contemplated hereby or therebythereby and (ii) as of the date hereof, the Additional Guarantor does not hold any commercial tort claims in respect of which a claim has been filed in a court of law or a written notice by an attorney has been given to a potential defendant. (vif) Such The Additional Guarantor (Ai) has read and understands the terms and conditions of the Securities Purchase Financing Agreement and the other Transaction Loan Documents, and (Bii) now has and will continue to have independent means of obtaining information concerning the affairs, financial condition and business of the Company Borrower and the other Transaction Loan Parties, and has no need of, or right to obtain from the Collateral any Agent or any BuyerLender, any credit or other information concerning the affairs, financial condition or business of the Company Borrower or the other Transaction PartiesLoan Parties that may come under the control of any Agent or any Lender. (viig) There are no conditions precedent to the effectiveness The Additional Guarantor acknowledges and agrees that by its execution and delivery of this Guaranty that have not been satisfied or waived. (bi) Each Guarantor covenants and agrees that until Payment in Full it shall be bound, as a Guarantor, by all the provisions of the Guaranteed Obligations, it will comply with each of the covenants (except to the extent applicable only to a public company) which are set forth in Section 4 of the Securities Purchase Agreement as if such Guarantor were a party thereto.the

Representations, Warranties and Covenants. In addition to and without limiting its other representations and warranties provided for in this Article 7, the Owner Participant (aother than the Initial Owner Participant) Each Guarantor hereby represents and warrants as of the date first written above as followsDelivery Date that: (i) such Guarantor (A) it is a corporation, limited liability company or limited partnership corporation duly organized, incorporated and validly existing and in good standing under the laws of the jurisdiction state of its organization as set forth jurisdiction and it has full power, authority and legal right to carry on the signature pages heretoits present business and operations, (B) has all requisite corporate, limited liability company to own or limited partnership power and authority to conduct lease its business as now conducted and as presently contemplated Properties and to execute, deliver and perform its obligations under this Guaranty and each other Transaction Document to which such Guarantor is a party, enter into and to consummate carry out the transactions contemplated hereby by this Agreement, the Tax Indemnity Agreement, the Trust Agreement and thereby and (C) the other Operative Agreements to which it is duly qualified to do business and or is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary except where the failure to be so qualified (individually or in the aggregate) would not result in a Material Adverse Effect.party; (ii) The the execution, delivery and performance by such Guarantor it of this Guaranty Agreement, the Tax Indemnity Agreement, the Trust Agreement and each the other Transaction Document Operative Agreements to which such Guarantor it is or is to be a party (A) have been duly authorized by all necessary corporatecorporate action on its part and, limited liability company or limited partnership actionassuming the accuracy of the Lessee's representations in Section 6.01(o) hereof, (B) do not require any governmental approvals that would be required to be obtained by the Owner Participant; (iii) based on the representations, warranties and covenants contained in Sections 6.01(m)(viii) and 6.02 hereof and compliance with Section 10.06 of the Indenture, neither the execution, delivery or performance by the Owner Participant of this Agreement, the Tax Indemnity Agreement, the Trust Agreement and the other Operative Agreements to which it is or is to be a party nor compliance with the terms and provisions hereof or thereof, conflicts or will not contravene its charterconflict with or results or will result in a breach or violation of any of the terms, articlesconditions or provisions of, certificate of formation or by-lawswill require any consent or approval under any law, its limited liability company governmental rule or operating agreement regulation applicable to the Owner Participant or its certificate of partnership or partnership agreementthe charter documents, as applicableamended, or any applicable law bylaws, as amended, of the Owner Participant or any contractual restriction binding on such Guarantor order, writ, injunction or its properties do not and will not result in or require the creation decree of any lien, security interest court or encumbrance (other than pursuant to any Transaction Document) upon governmental authority against the Owner Participant or with respect to any of its properties, and (C) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to by which it or its operations or any of its properties. (iii) No authorization Properties is bound or approval any indenture, mortgage or contract or other action by, and no notice agreement or instrument to which the Owner Participant is a party or filing with, any Governmental Authority or other Person is required in connection with the due execution, delivery and performance by such Guarantor of this Guaranty which it or any of its Properties is bound, or constitutes or will constitute a default thereunder or results or will result in the other Transaction Documents to which such Guarantor is a party (other than expressly provided for in imposition of any Lien upon any of the Transaction Documents).its Properties; (iv) This Guaranty has this Agreement, the Tax Indemnity Agreement, the Trust Agreement and the other Operative Agreements to which it is or is to be a party have been or on the Delivery Date will be duly executed and delivered by each Guarantor the Owner Participant and is, and each of constitute or on the other Transaction Documents to which such Guarantor is or Delivery Date will be a party, when executed and delivered, will be, a constitute the legal, valid and binding obligation of such Guarantor, the Owner Participant enforceable against such Guarantor it in accordance with its terms, their terms except as such enforceability may be limited by the Bankruptcy Code or other applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, suretyship reorganization or other similar laws and or equitable principles of general application to or affecting the enforcement of creditors' rights (regardless of whether enforcement enforceability is sought considered in a proceeding in equity or at law).; (v) There to the best of its knowledge, it is not in default under any mortgage, deed of trust, indenture, lease or other instrument or agreement to which the Owner Participant is a party or by which it or any of its Properties may be bound, or in violation of any applicable law, which default or violation would have a material adverse effect on the financial condition, business or operations of the Owner Participant or an adverse effect on the ability of the Owner Participant to perform its obligations under this Agreement and the other Operative Agreements to which it is or is to be a party; (vi) there are no pending or, to the best knowledge of such Guarantorthe Owner Participant, threatened actionactions, suit suits, investigations or proceeding proceedings against such Guarantor the Owner Participant before any court, administrative agency or tribunal which are expected to which materially adversely affect the ability of the Owner Participant to perform its obligations under any of the properties Operative Agreements to which it is or is to be a party, and the Owner Participant knows of such Guarantor is subject, no pending or threatened actions or proceedings before any court court, administrative agency or other Governmental Authority or any arbitrator that (A) if adversely determined, could reasonably be expected to have a Material Adverse Effect or (B) relates to this Guaranty or any of tribunal involving it in connection with the other Transaction Documents to which such Guarantor is a party or any transaction transactions contemplated hereby or thereby. (vi) Such Guarantor (A) has read and understands by the terms and conditions of the Securities Purchase Agreement and the other Transaction Documents, and (B) now has and will continue to have independent means of obtaining information concerning the affairs, financial condition and business of the Company and the other Transaction Parties, and has no need of, or right to obtain from the Collateral Agent or any Buyer, any credit or other information concerning the affairs, financial condition or business of the Company or the other Transaction Parties.Operative Agreements; (vii) There are no conditions precedent to neither the effectiveness execution and delivery by it of this Guaranty Agreement, the Tax Indemnity Agreement, the Trust Agreement or the other Operative Agreements to which it is or is to be a party nor the performance of its obligations hereunder or thereunder requires the consent or approval of or the giving of notice to, the registration with, or the taking of any other action in respect of, any governmental authority or agency that have not been satisfied would be required to be obtained or waived.taken by the Owner Participant except for filings contemplated by this Agreement; (bviii) Each Guarantor covenants and agrees that until Payment in Full no part of the Guaranteed Obligations, funds to be used by it will comply with each to acquire the interests to be acquired by the Owner Participant under this Agreement constitutes assets (within the meaning of ERISA and any applicable rules and regulations) of any employee benefit plan subject to Title I of ERISA or of any plan or individual retirement account subject to Section 4975 of the covenants Code; (except to the extent applicable only to ix) it is a public company) which are set forth "U.S. Person" as defined in Section 4 7701(a)(30) of the Securities Purchase Agreement as if such Guarantor were Code and is not a party thereto.tax resident of another country; and

Representations, Warranties and Covenants. Borrowers and Guarantors represent, warrant and covenant with and to Lender as follows, which representations, warranties and covenants are continuing and shall survive the execution and delivery hereof, the truth and accuracy of, or compliance with each, together with the representations, warranties and covenants in the other Financing Agreements, being a condition of the effectiveness of this Amendment and a continuing condition of the making or providing of any Revolving Loans or Letter of Credit Accommodations by Lender to Borrowers: 3.1 This Amendment and each other agreement or instrument to be executed and delivered by Borrowers or Guarantors hereunder have been duly authorized, executed and delivered by all necessary action on the part of Borrowers and Guarantors which is a party hereto and thereto and, if necessary, their respective stockholders (awith respect to any corporation) Each Guarantor hereby represents or members (with respect to any limited liability company), and warrants is in full force and effect as of the date first written above hereof, as follows:the case may be, and the agreements and obligations of Borrowers or Guarantors, as the case may be, contained herein and therein constitute legal, valid and binding obligations of Borrowers and Guarantors, as the case may be, enforceable against them in accordance with their terms. (i) such Guarantor (A) is a corporation3.2 No action of, limited liability company or limited partnership duly organizedfiling with, validly existing or consent of any governmental or public body or authority, other than the filing of UCC financing statements, and in good standing under the laws no approval or consent of the jurisdiction of its organization as set forth on the signature pages hereto, (B) has all requisite corporate, limited liability company or limited partnership power and authority to conduct its business as now conducted and as presently contemplated and to execute, deliver and perform its obligations under this Guaranty and each any other Transaction Document to which such Guarantor is a party, and is required to consummate authorize, or is otherwise required in connection with, the transactions contemplated hereby and thereby and (C) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary except where the failure to be so qualified (individually or in the aggregate) would not result in a Material Adverse Effect. (ii) The execution, delivery and performance by such Guarantor of this Guaranty and each other Transaction Document to which such Guarantor is a party (A) have been duly authorized by all necessary corporate, limited liability company or limited partnership action, (B) do not and will not contravene its charter, articles, certificate of formation or by-laws, its limited liability company or operating agreement or its certificate of partnership or partnership agreement, as applicable, or any applicable law or any contractual restriction binding on such Guarantor or its properties do not and will not result in or require the creation of any lien, security interest or encumbrance (other than pursuant to any Transaction Document) upon or with respect to any of its properties, and (C) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to it or its operations or any of its propertiesAmendment. (iii) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person is required in connection with the due execution, delivery and performance by such Guarantor of this Guaranty or any 3.3 All of the other Transaction Documents to which such Guarantor is a party (other than expressly provided for representations and warranties set forth in any of the Transaction Documents). (iv) This Guaranty has been duly executed and delivered by each Guarantor and isLoan Agreement as amended hereby, and each of the other Transaction Documents to which such Guarantor is or will be a party, when executed and delivered, will be, a legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms, except as may be limited by the Bankruptcy Code or other applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, suretyship or similar laws and equitable principles (regardless of whether enforcement is sought in equity or at law). (v) There is no pending or, to the best knowledge of such Guarantor, threatened action, suit or proceeding against such Guarantor or to which any of the properties of such Guarantor is subject, before any court or other Governmental Authority or any arbitrator that (A) if adversely determined, could reasonably be expected to have a Material Adverse Effect or (B) relates to this Guaranty or any of the other Transaction Documents to which such Guarantor is a party or any transaction contemplated hereby or thereby. (vi) Such Guarantor (A) has read and understands the terms and conditions of the Securities Purchase Agreement and the other Transaction DocumentsFinancing Agreements, are true and (B) now has and will continue to have independent means of obtaining information concerning the affairs, financial condition and business of the Company and the other Transaction Parties, and has no need of, or right to obtain from the Collateral Agent or any Buyer, any credit or other information concerning the affairs, financial condition or business of the Company or the other Transaction Parties. (vii) There are no conditions precedent correct in all material respects after giving effect to the effectiveness provisions of this Guaranty that have not been satisfied or waived. (b) Each Guarantor covenants and agrees that until Payment in Full of the Guaranteed ObligationsAmendment, it will comply with each of the covenants (except to the extent applicable only any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct as of such date. 3.4 After giving effect to a public company) which are the waivers and consents set forth in Section 4 this Amendment, no Incipient Default or Event of Default exists or has occurred on the Securities Purchase Agreement as if such Guarantor were a party theretodate hereof.

Representations, Warranties and Covenants. (a) Each Guarantor hereby represents and warrants as of the date first written above as follows: (i) such Guarantor (A) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization as set forth on the signature pages hereto, (B) has all requisite corporate, limited liability company or limited partnership power and authority to conduct its business as now conducted and as presently contemplated and to execute, deliver and perform its obligations under this Guaranty and each other Transaction Document to which such Guarantor is a party, and to consummate the transactions contemplated hereby and thereby and (C) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary except where the failure to be so qualified (individually or in the aggregate) would not result in a Material Adverse Effect. (ii) The execution, delivery and performance by such Guarantor of this Guaranty and each other Transaction Document to which such Guarantor is a party (A) have been duly authorized by all necessary corporate, limited liability company or limited partnership action, (B) do not and will not contravene its charter, articles, certificate of formation or by-laws, its limited liability company or operating agreement or its certificate of partnership or partnership agreement, as applicable, or any applicable law or any contractual restriction binding on such Guarantor or its properties do not and will not result in or require the creation of any lien, security interest or encumbrance (other than pursuant to any Transaction Document) upon or with respect to any of its properties, and (C) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to it or its operations or any of its properties. (iii) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person is required in connection with the due execution, delivery and performance by such Guarantor of this Guaranty or any of the other Transaction Documents to which such Guarantor is a party (other than expressly provided for in any of the Transaction Documents). (iv) This Guaranty has been duly executed and delivered by each Guarantor and is, and each of the other Transaction Documents to which such Guarantor is or will be a party, when executed and delivered, will be, a legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms, except as may be limited by the Bankruptcy Code or other applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, suretyship or similar laws and equitable principles (regardless of whether enforcement is sought in equity or at law). (v) There is no pending or, to the best knowledge of such Guarantor, threatened action, suit or proceeding against such Guarantor or to which any of the properties of such Guarantor is subject, before any court or other Governmental Authority or any arbitrator that (A) if adversely determined, could reasonably be expected to have a Material Adverse Effect or (B) relates to this Guaranty or any of the other Transaction Documents to which such Guarantor is a party or any transaction contemplated hereby or thereby. (vi) Such Guarantor (A) has read and understands the terms and conditions of the Securities Purchase Agreement Agreements and the other Transaction Documents, and (B) now has and will continue to have independent means of obtaining information concerning the affairs, financial condition and business of the Company and the other Transaction Parties, and has no need of, or right to obtain from the Collateral Agent or any Buyer, any credit or other information concerning the affairs, financial condition or business of the Company or the other Transaction Parties. (vii) There are no conditions precedent to the effectiveness of this Guaranty that have not been satisfied or waived. (b) Each Guarantor (so long as it is a Guarantor) covenants and agrees that until Payment in Full of the Guaranteed Obligations, it will comply with each of the covenants (except to the extent applicable only to a public company) which are set forth in Section 4 of each of the Securities Purchase Agreement Agreements as if such Guarantor were a party thereto.

Representations, Warranties and Covenants. (a) Each Guarantor hereby represents and warrants as of the date first written above as follows: (i) such Guarantor (A) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization as set forth on the signature pages hereto, (B) has all requisite corporate, limited liability company or limited partnership power and authority to conduct its business as now conducted and as presently contemplated and to execute, deliver and perform its obligations under this Guaranty and each other Transaction Document to which such Guarantor is a party, and to consummate the transactions contemplated hereby and thereby and (C) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary except where the failure to be so qualified (individually or in the aggregate) would not result in a Material Adverse Effect. (ii) The execution, delivery and performance by such Guarantor of this Guaranty and each other Transaction Document to which such Guarantor is a party (A) have been duly authorized by all necessary corporate, limited liability company or limited partnership action, (B) do not and will not contravene its charter, articles, certificate of formation or by-laws, its limited liability company or operating agreement or its certificate of partnership or partnership agreement, as applicable, or any applicable law or any contractual restriction binding on such Guarantor or its properties do not and will not result in or require the creation of any lien, security interest or encumbrance (other than pursuant to any Transaction Document) upon or with respect to any of its properties, and (C) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to it or its operations or any of its properties. (iii) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person is required in connection with the due execution, delivery and performance by such Guarantor of this Guaranty or any of the other Transaction Documents to which such Guarantor is a party (other than expressly provided for in any of the Transaction Documents). (iv) This Guaranty has been duly executed and delivered by each Guarantor and is, and each of the other Transaction Documents to which such Guarantor is or will be a party, when executed and delivered, will be, a legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms, except as may be limited by the Bankruptcy Code or other applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, suretyship or similar laws and equitable principles (regardless of whether enforcement is sought in equity or at law). (v) There is no pending or, to the best knowledge of such Guarantor, threatened action, suit or proceeding against such Guarantor or to which any of the properties of such Guarantor is subject, before any court or other Governmental Authority or any arbitrator that (A) if adversely determined, could reasonably be expected to have a Material Adverse Effect or (B) relates to this Guaranty or any of the other Transaction Documents to which such Guarantor is a party or any transaction contemplated hereby or thereby. (vi) Such Guarantor (A) has read and understands the terms and conditions of the Securities Purchase Agreement and the other Transaction Documents, and (B) now has and will continue to have independent means of obtaining information concerning the affairs, financial condition and business of the Company and the other Transaction Parties, and has no need of, or right to obtain from the Collateral Agent or any Buyer, any credit or other information concerning the affairs, financial condition or business of the Company or the other Transaction Parties. (vii) There are no conditions precedent to the effectiveness of this Guaranty that have not been satisfied or waived. (b) Each Guarantor covenants and agrees that until Payment in Full of the Guaranteed Obligations, it will comply with each of the covenants (except to the extent applicable only to a public company) which are set forth in Section 4 of the Securities Purchase Agreement as if such Guarantor were a party thereto.

Representations, Warranties and Covenants. (a) Each The Guarantor hereby represents and warrants as of the date first written above as follows: (ia) such The Guarantor (Ai) is a corporation_____________, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization as set forth on the signature pages heretofirst page hereof, (Bii) has all requisite corporate, limited liability company or limited partnership power and authority to conduct its business as now conducted and as presently contemplated and to execute, execute and deliver and perform its obligations under this Guaranty and each other Transaction Loan Document to which such the Guarantor is a party, and to consummate the transactions contemplated hereby and thereby and (Ciii) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary necessary, except (solely for the purpose of this subclause (iii)) where the failure to be so qualified (individually or in the aggregate) would good standing could not reasonably be expected to result in a Material Adverse Effect. (iib) The execution, delivery and performance by such the Guarantor of this Guaranty and each other Transaction Loan Document to which such the Guarantor is or will be a party (Ai) have been duly authorized by all necessary corporate, limited liability company or limited partnership action, (Bii) do not and will not contravene any of its charter, articles, certificate of formation or by-laws, its limited liability company or operating agreement or its certificate of partnership or partnership agreement, as applicable, Governing Documents or any applicable law Requirement of Law in any material respect or any material contractual restriction obligations binding on such or otherwise affecting the Guarantor or any of its properties properties, (iii) do not and will not result in or require the creation of any lien, security interest or encumbrance Lien (other than pursuant to any Transaction Loan Document) upon or with respect to any of its properties, and (Civ) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to it or its operations or any of its properties. (iiic) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person is required in connection with the due execution, delivery and performance by such the Guarantor of this Guaranty or any of the other Transaction Loan Documents to which such the Guarantor is a party (other than expressly provided for in any of party, except security filings and recordings made pursuant to the Transaction Loan Documents). (ivd) This Each of this Guaranty has been duly executed and delivered by each Guarantor and is, and each of the other Transaction Loan Documents to which such the Guarantor is or will be a party, when executed and delivered, will be, a legal, valid and binding obligation of such the Guarantor, enforceable against such the Guarantor in accordance with its terms, except as enforceability may be limited by the Bankruptcy Code or other applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, suretyship moratorium or other similar laws and equitable principles (regardless of whether enforcement is sought in equity or at law)affecting creditor's rights generally. (vi) There is are no pending or, to the best knowledge of such the Guarantor, threatened action, suit suit, or proceeding against such affecting the Guarantor or to which any of the its properties of such Guarantor is subject, before any court or other Governmental Authority or any arbitrator that (A) if adversely determined, determined could reasonably be expected to have a Material Adverse Effect or (B) relates to this Guaranty or any of the other Transaction Loan Documents to which such the Guarantor is a party or any transaction contemplated hereby or therebythereby and (ii) as of the date hereof, the Guarantor does not hold any commercial tort claims with potential value in excess of $250,000 in respect of which a claim has been filed in a court of law or a written notice by an attorney has been given to a potential defendant. (vif) Such The Guarantor (Ai) has read and understands the terms and conditions of the Securities Purchase Financing Agreement and the other Transaction Loan Documents, and (Bii) now has and will continue to have independent means of obtaining information concerning the affairs, financial condition and business of the Company Borrower and the other Transaction Loan Parties, and has no need of, or right to obtain from the Collateral Agent Agents or any BuyerLender, any credit or other information concerning the affairs, financial condition or business of the Company Borrower or the other Transaction PartiesLoan Parties that may come under the control of the Agents or any Lender. (viig) There are no conditions precedent to the effectiveness of this Guaranty that have not been satisfied or waived. (b) Each The Guarantor covenants and agrees with the Lenders that until Payment in Full full and final payment of the Guaranteed Obligations, it will comply with each of the covenants (except to the extent applicable only to a public company) which are set forth in Section 4 7.01 and Section 7.02 of the Securities Purchase Financing Agreement as if such Guarantor were a party theretothat are applicable to the Guarantor.

Representations, Warranties and Covenants. (a) Each Guarantor hereby of the Guarantors represents and warrants as (which representations and warranties shall be deemed to have been renewed at the time of the date first written above as followsmaking, conversion or continuation of any Loan or issuance of any Letter of Credit) that: (i) such Guarantor (A) It is a corporation, company, partnership or limited liability company duly and properly incorporated or limited partnership duly organized, as the case may be, validly existing and (to the extent such concept applies to such entity) in good standing under the laws of the its jurisdiction of its incorporation, organization as set forth on the signature pages hereto, (B) or formation and has all requisite corporate, limited liability company or limited partnership power and authority to conduct its business as now conducted and as presently contemplated and to execute, deliver and perform its obligations under this Guaranty and each other Transaction Document to which such Guarantor is a party, and to consummate the transactions contemplated hereby and thereby and (C) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary is conducted, except where to the extent that the failure to have such authority could not reasonably be so qualified (individually or in the aggregate) would not result in expected to have a Material Adverse Effect. (iiB) It (to the extent applicable) has the requisite power and authority and legal right to execute and deliver this Guaranty and to perform its obligations hereunder. The execution, execution and delivery and performance by such each Guarantor of this Guaranty and the performance by each other Transaction Document to which such Guarantor is a party (A) of its obligations hereunder have been duly authorized by all necessary corporate, limited liability company or limited partnership action, (B) do not and will not contravene its charter, articles, certificate of formation or by-laws, its limited liability company or operating agreement or its certificate of partnership or partnership agreement, as applicable, or any applicable law or any contractual restriction binding on such Guarantor or its properties do not and will not result in or require the creation of any lien, security interest or encumbrance (other than pursuant to any Transaction Document) upon or with respect to any of its propertiesproper proceedings, and (C) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to it or its operations or any of its properties. (iii) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person is required in connection with the due execution, delivery and performance by such Guarantor of this Guaranty or any of the other Transaction Documents to which such Guarantor is a party (other than expressly provided for in any of the Transaction Documents). (iv) This Guaranty has been duly executed and delivered by each Guarantor and is, and each of the other Transaction Documents to which such Guarantor is or will be a party, when executed and delivered, will be, constitutes a legal, valid and binding obligation of such Guarantor, respectively, enforceable against such Guarantor Guarantor, respectively, in accordance with its terms, except as enforceability may be limited by the Bankruptcy Code or other applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, suretyship insolvency or similar laws and equitable principles (regardless affecting the enforcement of whether enforcement is sought in equity or at law)creditors’ rights generally. (vC) There is no pending orNeither the execution and delivery by it of this Guaranty, to nor the best knowledge consummation by it of such Guarantorthe transactions herein contemplated, threatened actionnor compliance by it with the provisions hereof will (i) violate any law, suit rule, regulation, order, writ, judgment, injunction, decree or proceeding against such Guarantor award binding on it or its articles or certificate of incorporation (or equivalent charter or constating documents), limited liability company or partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating agreement or other management agreement, as the case may be, or the provisions of any indenture, instrument or agreement to which any of the properties of such Guarantor is subject, before any court or other Governmental Authority or any arbitrator that (A) if adversely determined, could reasonably be expected to have a Material Adverse Effect or (B) relates to this Guaranty Borrowers or any of the other Transaction Documents to which such Guarantor its Subsidiaries is a party or is subject, or by which it, or its property, is bound, or (ii) conflict with, or constitute a default under, or result in, or require, the creation or imposition of any transaction contemplated hereby Lien in, of or thereby. (vi) Such Guarantor (A) has read and understands on its property pursuant to the terms and conditions of the Securities Purchase Agreement and the of, any such indenture, instrument or agreement (other Transaction Documentsthan any Loan Document). No order, and (B) now has and will continue to have independent means of obtaining information concerning the affairsconsent, financial condition and business of the Company and the other Transaction Partiesadjudication, and has no need approval, license, authorization, or validation of, or right to obtain from the Collateral Agent filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any Buyersubdivision thereof, any credit or other information concerning which has not been obtained by it, is required to be obtained by it in connection with the affairsexecution, financial condition or business of the Company delivery and performance by it of, or the other Transaction Parties. (vii) There are no conditions precedent legality, validity, binding effect or enforceability against it of, this Guaranty. In addition to the effectiveness of this Guaranty that have not been satisfied or waived. (b) Each Guarantor covenants and agrees that until Payment in Full of the Guaranteed Obligationsforegoing, it will comply with each of the Guarantors covenants that, so long as any Lender has any Commitment outstanding under the Credit Agreement or any amount payable under the Credit Agreement or any other Guaranteed Obligations (except other than contingent indemnity obligations not yet due and payable) shall remain unpaid, it will, and, if necessary, will enable each of the Borrowers to, fully comply with those covenants and agreements of such Borrower applicable to the extent applicable only to a public company) which are such Guarantor set forth in Section 4 of the Securities Purchase Agreement as if such Guarantor were a party theretoCredit Agreement.

Representations, Warranties and Covenants. (a) Each Guarantor hereby represents and warrants as of the date first written above as follows: (i) such Each Guarantor is (A) an individual with full capacity, who has knowledge and a complete understanding of the terms set forth in this Guaranty and each other Transaction Document to which Guarantor is a party, and has had the opportunity to consult with counsel regarding the terms, conditions, liabilities and obligations under this Guaranty; or (B)(1) a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its organization as set forth on the signature pages hereto, (B2) has all requisite corporate, limited liability company or limited partnership power and authority to conduct its business as now conducted and as presently contemplated and to execute, execute and deliver and perform its obligations under this Guaranty and each other Transaction Document to which such the Guarantor is a party, and to consummate the transactions contemplated hereby and thereby and (C3) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction conduct of its business makes such qualification necessary except where the failure to be so qualified (individually or in the aggregate) would not reasonably be expected to result in a Material Adverse Effect. (ii) The execution, delivery and performance by such each Guarantor of this Guaranty and each other Transaction Document to which such Guarantor is a party (A) in the case of a Guarantor that is an entity, have been duly authorized by all necessary corporate, limited liability company or limited partnership action, (B) in the case of a Guarantor that is an entity, do not and will not contravene its charter, articles, certificate of formation or by-laws, its limited liability company or operating agreement or its certificate of partnership or partnership agreement, as applicableOrganization Documents, or any applicable law Law or any material contractual restriction binding on such the Guarantor or its properties do not and will not result in or require the creation of any lien, security interest or encumbrance Lien (other than pursuant to any Transaction Document) upon or with respect to any of its properties, and (C) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to it or its operations or any of its properties. (iii) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person is required in connection with the due execution, delivery and performance by such the Guarantor of this Guaranty or any of the other Transaction Documents to which such the Guarantor is a party (party, other than expressly provided for in any of the Transaction Documents and the filing of any financing statements or similar matters needed in connection with the perfection of the Liens granted under the Transaction Documents). (iv) This Each of this Guaranty has been duly executed and delivered by each Guarantor and is, and each of the other Transaction Documents to which such the Guarantor is or will be a party, when executed and delivered, will be, a legal, valid and binding obligation of such the Guarantor, enforceable against such the Guarantor in accordance with its terms, except as may be limited by the Bankruptcy Code or other applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, suretyship or other similar laws Laws and equitable principles (regardless of whether enforcement is sought in equity or at law). (v) There is no pending or, to the best knowledge of such the Guarantor, threatened in writing action, suit or proceeding against such the Guarantor or to which any of the properties of such the Guarantor is subject, before any court or other Governmental Authority or any arbitrator that that: (A) if adversely determined, could reasonably be expected to have a Material Adverse Effect or or (B) relates to this Guaranty or any of the other Transaction Documents to which such the Guarantor is a party or any transaction transactions contemplated hereby or thereby. (vi) Such The Guarantor (A) has read and understands the terms and conditions of the Securities Purchase Agreement Agreement, the Notes and the other Transaction Documents, and (B) now has and will continue to have independent means of obtaining information concerning the affairs, financial condition and business of the Company and the other Transaction Parties, and has no need of, or right to obtain from the Collateral Agent or any BuyerInvestor, any credit or other information concerning the affairs, financial condition or business of the Company or the other Transaction Parties. (vii) There are no conditions precedent to Parties that may come under the effectiveness of this Guaranty that have not been satisfied or waived. (b) Each Guarantor covenants and agrees that until Payment in Full control of the Guaranteed Obligations, it will comply with each of the covenants (except to the extent applicable only to a public company) which are set forth in Section 4 of the Securities Purchase Agreement as if such Guarantor were a party theretoAgent or any Investor.

Representations, Warranties and Covenants. (a) Each Guarantor In order to induce the Bank to enter into this Amendment, the Borrower and Guarantors each hereby represents represent, warrant and warrants as of covenant to the date first written above Bank as follows: (ia) such Guarantor (A) is a corporation, limited liability company or limited partnership duly organized, validly existing The representations and warranties contained in good standing under the laws Loan Documents are true and correct on and as of the jurisdiction date of its organization as set forth on the signature pages this Amendment and, after giving effect hereto, no Event of Default (Bother than those that have been waived in writing by the Bank) has all requisite corporate, limited liability company will be in existence or limited partnership power and authority to conduct its business will occur as now conducted and as presently contemplated and to execute, deliver and perform its obligations under this Guaranty and each other Transaction Document to which such Guarantor is a party, and to consummate the transactions contemplated hereby and thereby and (C) is duly qualified to do business and is in good standing in each jurisdiction in which the character result of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary except where the failure to be so qualified (individually or in the aggregate) would not result in a Material Adverse Effectgiving effect hereto. (iib) The execution, delivery and performance by such Guarantor of this Guaranty and each other Transaction Document to which such Guarantor is a party (A) have been duly authorized by all necessary corporate, limited liability company or limited partnership action, (B) do not and Amendment will not contravene its charterviolate any provision of any law or regulation or of any writ or decree of any court or governmental instrumentality, articlesof the Borrowers or of any of the Guarantors' certificates or articles of incorporation, certificate of formation or by-laws, its limited liability company laws or operating agreement or its certificate of partnership or partnership agreement, as applicable, or any applicable law or any contractual restriction binding on such Guarantor or its properties do not and will not result in or require the creation of any lien, security interest or encumbrance (other than pursuant to any Transaction Document) upon or with respect to any of its properties, and (C) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to it or its operations or any of its propertiessimilar organizational documents. (iiic) No authorization or approval or other action byThe Borrower and each of the Guarantors have the power to execute, deliver and no notice perform this Amendment and each of the documents, instruments and agreements to or filing with, any Governmental Authority or other Person is required be executed and/or delivered in connection with herewith and have taken all necessary action to authorize the due execution, delivery and performance by such Guarantor of this Guaranty or any of the other Transaction Documents to which such Guarantor is a party (other than expressly provided for in any of the Transaction Documents). (iv) This Guaranty has been duly executed and delivered by each Guarantor and is, Amendment and each of the documents, instruments and agreements executed and/or delivered in connection herewith and the performance of the Credit Amendment as amended hereby. (d) The execution, delivery and performance of this Amendment and each of the documents, instruments and agreements to be executed and/or delivered in connection herewith does not require the consent of any other Transaction Documents to which such Guarantor is party or will be a partythe consent, when license, approval or authorization of, or registration or declaration with, any governmental body, authority, bureau or agency and the Loan Documents, this Amendment and each of the documents, instruments and agreements executed and delivered, will be, a and/or delivered in connection herewith constitute legal, valid and binding obligation obligations of such Guarantorthe Borrower and each of the Guarantors, enforceable against such Guarantor in accordance with its their respective terms, except as may be limited by the Bankruptcy Code or other applicable subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, suretyship reorganization and other laws of general applicability relating to or similar laws affecting creditors' rights and except as enforcement may be subject to general equitable principles (regardless of whether enforcement is sought in equity or at law)principles. (v) There is no pending or, to the best knowledge of such Guarantor, threatened action, suit or proceeding against such Guarantor or to which any of the properties of such Guarantor is subject, before any court or other Governmental Authority or any arbitrator that (A) if adversely determined, could reasonably be expected to have a Material Adverse Effect or (B) relates to this Guaranty or any of the other Transaction Documents to which such Guarantor is a party or any transaction contemplated hereby or thereby. (vi) Such Guarantor (A) has read and understands the terms and conditions of the Securities Purchase Agreement and the other Transaction Documents, and (B) now has and will continue to have independent means of obtaining information concerning the affairs, financial condition and business of the Company and the other Transaction Parties, and has no need of, or right to obtain from the Collateral Agent or any Buyer, any credit or other information concerning the affairs, financial condition or business of the Company or the other Transaction Parties. (vii) There are no conditions precedent to the effectiveness of this Guaranty that have not been satisfied or waived. (b) Each Guarantor covenants and agrees that until Payment in Full of the Guaranteed Obligations, it will comply with each of the covenants (except to the extent applicable only to a public company) which are set forth in Section 4 of the Securities Purchase Agreement as if such Guarantor were a party thereto.

Representations, Warranties and Covenants. (a) Each Guarantor hereby represents and warrants as of the date first written above as follows: (i) such Guarantor (A) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization as set forth on the signature pages hereto, (B) has all requisite corporate, limited liability company or limited partnership power and authority to conduct its business as now conducted and as presently contemplated and to execute, deliver and perform its obligations under this Guaranty and each other Transaction Document to which such Guarantor is a party, and to consummate the transactions contemplated hereby and thereby and (C) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary except where the failure to be so qualified (individually or in the aggregate) would not result in a Material Adverse Effect. (ii) The execution, delivery and performance by such Guarantor of this Guaranty and each other Transaction Document to which such Guarantor is a party (A) have been duly authorized by all necessary corporate, limited liability company or limited partnership action, (B) do not and will not contravene its charter, articles, certificate of formation or by-laws, its limited liability company or operating agreement or its certificate of partnership or partnership agreement, as applicable, or any applicable law or any contractual restriction binding on such Guarantor or its properties do not and will not result in or require the creation of any lien, security interest or encumbrance (other than pursuant to any Transaction Document) upon or with respect to any of its properties, and (C) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to it or its operations or any of its properties. (iii) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person is required in connection with the due execution, delivery and performance by such Guarantor of this Guaranty or any of the other Transaction Documents to which such Guarantor is a party (other than expressly provided for in any of the Transaction Documents). (iv) This Guaranty has been duly executed and delivered by each Guarantor and is, and each of the other Transaction Documents to which such Guarantor is or will be a party, when executed and delivered, will be, a legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms, except as may be limited by the Bankruptcy Code or other applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, suretyship or similar laws and equitable principles (regardless of whether enforcement is sought in equity or at law). (v) There is no pending or, to the best knowledge of such Guarantor, threatened action, suit or proceeding against such Guarantor or to which any of the properties of such Guarantor is subject, before any court or other Governmental Authority or any arbitrator that (A) if adversely determined, could reasonably be expected to have a Material Adverse Effect or (B) relates to this Guaranty or any of the other Transaction Documents to which such Guarantor is a party or any transaction contemplated hereby or thereby. (vi) Such Guarantor (A) has read and understands the terms and conditions of the Securities Purchase Agreement and the other Transaction Documents, and (B) now has and will continue to have independent means of obtaining information concerning the affairs, financial condition and business of the Company and the other Transaction Parties, and has no need of, or right to obtain from the Collateral Agent or any Buyer, any credit or other information concerning the affairs, financial condition or business of the Company or the other Transaction Parties. (vii) There are no conditions precedent to the effectiveness of this Guaranty that have not been satisfied or waived. (b) Each Guarantor (so long as it is a Guarantor) covenants and agrees that until Payment in Full of the Guaranteed Obligations, it will comply with each of the covenants (except to the extent applicable only to a public company) which are set forth in Section 4 of the Securities Purchase Agreement as if such Guarantor were a party thereto.

Representations, Warranties and Covenants. (a) Each Guarantor Guarantor, jointly and severally, hereby makes all representations and warranties, and agrees to comply with all of the obligations, requirements and restrictions in the representations, warranties and covenants contained in the Note Purchase Agreement and the other Note Documents, to the extent such obligations, requirements and restrictions are applicable to such Guarantor. (b) Each Guarantor, jointly and severally, further represents and warrants as of to the date first written above as follows: Purchaser that: (i) such Guarantor (A) is a corporation, partnership and/or limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the its jurisdiction of its organization as set forth on the signature pages hereto, (B) has all requisite corporate, limited liability company or limited partnership power and authority to conduct its business as now conducted and as presently contemplated and to execute, deliver and perform its obligations under this Guaranty and each other Transaction Document to which such Guarantor is a party, and to consummate the transactions contemplated hereby and thereby and (C) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary except where the failure to be so qualified (individually or in the aggregate) would not result in a Material Adverse Effect. organization; (ii) The the execution, delivery and performance by such Guarantor of this Guaranty and each other Transaction Document to which Guarantee are within such Guarantor is a party (A) Guarantor's organizational powers, have been duly authorized by all necessary corporate, limited liability company or limited partnership organizational action, (B) do not and will not contravene its charterrequire no action by or in respect of, articles, certificate of formation or by-laws, its limited liability company or operating agreement or its certificate of partnership or partnership agreement, as applicable, or any applicable law or any contractual restriction binding on such Guarantor or its properties do not and will not result in or require the creation of any lien, security interest or encumbrance (other than pursuant to any Transaction Document) upon or with respect to any of its properties, and (C) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to it or its operations or any of its properties. (iii) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority Body, do not contravene, or constitute a default under, any provision of applicable law or regulation or of the organization or internal governance documents of such Guarantor or of any agreement, judgment, injunction, order, decree or other Person is required instrument binding upon the Guarantor and will not result in connection with the due execution, delivery creation or imposition of any Lien on any asset of such Guarantor; and performance by such Guarantor of (iii) this Guaranty or any of the other Transaction Documents to which such Guarantor is a party (other than expressly provided for in any of the Transaction Documents). (iv) This Guaranty Guarantee has been duly authorized, executed and delivered by each such Guarantor and is, and each of the other Transaction Documents to which such Guarantor is or will be a party, when executed and delivered, will be, constitutes a legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms, except as such enforceability may be limited by the Bankruptcy Code or other effect of any applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, suretyship moratorium or other similar laws affecting creditors' rights generally and equitable general principles (regardless of whether enforcement is sought in equity or at law)equity. (v) There is no pending or, to the best knowledge of such Guarantor, threatened action, suit or proceeding against such Guarantor or to which any of the properties of such Guarantor is subject, before any court or other Governmental Authority or any arbitrator that (A) if adversely determined, could reasonably be expected to have a Material Adverse Effect or (B) relates to this Guaranty or any of the other Transaction Documents to which such Guarantor is a party or any transaction contemplated hereby or thereby. (vi) Such Guarantor (A) has read and understands the terms and conditions of the Securities Purchase Agreement and the other Transaction Documents, and (B) now has and will continue to have independent means of obtaining information concerning the affairs, financial condition and business of the Company and the other Transaction Parties, and has no need of, or right to obtain from the Collateral Agent or any Buyer, any credit or other information concerning the affairs, financial condition or business of the Company or the other Transaction Parties. (vii) There are no conditions precedent to the effectiveness of this Guaranty that have not been satisfied or waived. (b) Each Guarantor covenants and agrees that until Payment in Full of the Guaranteed Obligations, it will comply with each of the covenants (except to the extent applicable only to a public company) which are set forth in Section 4 of the Securities Purchase Agreement as if such Guarantor were a party thereto.

Representations, Warranties and Covenants. (a) 12.1 Each Guarantor hereby Party represents and warrants as of to the date first written above other Party as follows: (i1) such Guarantor (A) it is a corporation, limited liability company or limited partnership duly organized, validly existing and incorporated in good standing under accordance with the laws of the jurisdiction of its organization as set forth on the signature pages heretoincorporation, (B) validly existing and in good standing, and has all requisite corporateright, limited liability company or limited partnership power and authority capacity to conduct its business as now conducted and as presently contemplated and to execute, deliver enter into this Agreement and perform its obligations under this Guaranty and each other Transaction Document to which such Guarantor is a party, and to consummate the transactions contemplated hereby and thereby and (C) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary except where the failure to be so qualified (individually or in the aggregate) would not result in a Material Adverse Effect.responsibilities hereunder; (ii2) The execution, delivery and performance by such Guarantor of this Guaranty and each other Transaction Document to which such Guarantor is a party (A) have been duly authorized by all necessary corporate, limited liability company or limited partnership action, (B) do not and will not contravene corporate actions on its charter, articles, certificate of formation or by-laws, its limited liability company or operating agreement or its certificate of partnership or partnership agreementpart and, as applicable, or any applicable law or any contractual restriction binding on such Guarantor or its properties do not respective officers, directors and will not result in or require shareholders necessary for the creation authorization, execution and delivery of any lienthis Agreement, security interest or encumbrance (other than pursuant to any Transaction Document) upon or with respect to any and the performance of its propertiesobligations hereunder, and (C) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to it or its operations or any of its properties. (iii) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person is required in connection with the due execution, delivery and performance by such Guarantor of this Guaranty or any of the other Transaction Documents to which such Guarantor is a party (other than expressly provided for in any of the Transaction Documents). (iv) This Guaranty has have been duly executed and delivered by each Guarantor and is, and each of the other Transaction Documents to which such Guarantor is taken or will be a party, when executed taken on or prior to the Effective Date; (3) this Agreement is legally binding on and delivered, will be, a legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor it in accordance with its termsthe terms hereof, except (A) as may be limited by the Bankruptcy Code or other applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyanceand other laws of general application affecting enforcement of creditors’ rights generally, suretyship and (B) as limited by laws relating to the availability of specific performance, injunctive relief, or similar laws and other equitable remedies or general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).; (v4) There neither the execution, delivery nor performance of this Agreement by it, nor the consummation of the transactions contemplated hereby, will (A) conflict with, or result in any breach or violation of, or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or obligation or loss of any benefit, or the creation or imposition of any encumbrance under (1) any provision of its articles, organizational or constitutional documents, (2) any contract to which it is no pending or, to the best knowledge of such Guarantor, threatened action, suit or proceeding against such Guarantor a party or to which any of its properties or assets are bound, except as would not, individually or in the properties of such Guarantor is subjectaggregate, before any court or other Governmental Authority or any arbitrator that (A) if adversely determined, could reasonably be expected to have a Material Adverse Effect material adverse effect on its ability to consummate the transactions contemplated by this Agreement and to timely perform material obligations of it hereunder or (3) any material Legal Requirement applicable to it or any of its respective properties or assets, or (B) relates to this Guaranty require any approval, authorization, consent, licenses, permit, certificates of exemption, franchises, accreditations, qualification, certificates or registration, or any waiver of any of the other Transaction Documents to which such Guarantor is a party foregoing, from or with, or any transaction notice, statement or other communication with or to, any Governmental Entity or any third party; and (5) there is no action, suit or proceeding, pending or threatened against it or its Affiliates that questions the validity of this Agreement or its right to enter into this Agreement or to consummate the transactions contemplated hereby or therebyhereby. (vi) Such Guarantor (A) has read 12.2 Where any legal document executed by any Party prior to the execution of this Agreement conflicts with any provision herein, such Party shall give immediate written notice to the other Party based on the principle of bona fide, good faith and understands friendship and the terms Parties shall resolve the problem through consultation. If the conflicts between the former legal document of any Party and conditions this Agreement results in any loss of the Securities Purchase Agreement and other Party, such Party shall be held liable for any responsibility arising from the breach of this Agreement. 12.3 If any Party, during the performance of its obligations hereunder, finds that such performance is subject to the license, consent or approval of any third party, such Party shall notify the other Transaction DocumentsParty within 30 days from its knowledge of such matter, and (B) now has and will continue shall make its best endeavors to have independent means of obtaining information concerning obtain such license, consent or approval from such third party. If such Party fails to obtain such license, consent or approval within a reasonable time period, the affairs, financial condition and business of the Company and relevant Party shall provide a solution on such matter which is acceptable to the other Transaction PartiesParty. 12.4 Dada hereby makes the representations and warranties, and has no need of, or right agrees to obtain from be bound by the Collateral Agent or any Buyer, any credit or other information concerning the affairs, financial condition or business of the Company or the other Transaction Parties. (vii) There are no conditions precedent to the effectiveness of this Guaranty that have not been satisfied or waived. (b) Each Guarantor anticorruption covenants and agrees that until Payment in Full of the Guaranteed Obligationsagreements, it will comply with each of the covenants (except to the extent applicable only to a public company) which are set forth in Section 4 of the Securities Purchase Agreement as if such Guarantor were a party theretoExhibit B. 12.5 WCI hereby represents and warrants that [***].

Representations, Warranties and Covenants. (a) Each Guarantor hereby of the Guarantors represents and warrants as (which representations and warranties shall be deemed to have been renewed at the time of the date first written above as followsmaking, conversion or continuation of any Loan or issuance of any Letter of Credit) that: (i) such Guarantor (A) It is a corporation, partnership or limited liability company duly and properly incorporated or limited partnership duly organized, as the case may be, validly existing and (to the extent such concept applies to such entity) in good standing under the laws of the its jurisdiction of its incorporation, organization as set forth on the signature pages hereto, (B) or formation and has all requisite corporate, limited liability company or limited partnership power and authority to conduct its business as now conducted and as presently contemplated and to execute, deliver and perform its obligations under this Guaranty and each other Transaction Document to which such Guarantor is a party, and to consummate the transactions contemplated hereby and thereby and (C) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary is conducted, except where to the extent that the failure to have such authority could not reasonably be so qualified (individually or in the aggregate) would not result in expected to have a Material Adverse Effect. (iiB) It (to the extent applicable) has the requisite power and authority and legal right to execute and deliver this Guaranty and to perform its obligations hereunder. The execution, execution and delivery and performance by such each Guarantor of this Guaranty and the performance by each other Transaction Document to which such Guarantor is a party (A) of its obligations hereunder have been duly authorized by all necessary corporate, limited liability company or limited partnership action, (B) do not and will not contravene its charter, articles, certificate of formation or by-laws, its limited liability company or operating agreement or its certificate of partnership or partnership agreement, as applicable, or any applicable law or any contractual restriction binding on such Guarantor or its properties do not and will not result in or require the creation of any lien, security interest or encumbrance (other than pursuant to any Transaction Document) upon or with respect to any of its propertiesproper proceedings, and (C) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to it or its operations or any of its properties. (iii) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person is required in connection with the due execution, delivery and performance by such Guarantor of this Guaranty or any of the other Transaction Documents to which such Guarantor is a party (other than expressly provided for in any of the Transaction Documents). (iv) This Guaranty has been duly executed and delivered by each Guarantor and is, and each of the other Transaction Documents to which such Guarantor is or will be a party, when executed and delivered, will be, constitutes a legal, valid and binding obligation of such Guarantor, respectively, enforceable against such Guarantor Guarantor, respectively, in accordance with its terms, except as enforceability may be limited by the Bankruptcy Code or other applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, suretyship insolvency or similar laws and equitable principles (regardless affecting the enforcement of whether enforcement is sought in equity or at law)creditors’ rights generally. (vC) There is no pending orNeither the execution and delivery by it of this Guaranty, to nor the best knowledge consummation by it of such Guarantorthe transactions herein contemplated, threatened actionnor compliance by it with the provisions hereof will (i) violate any law, suit rule, regulation, order, writ, judgment, injunction, decree or proceeding against such Guarantor award binding on it or its articles or certificate of incorporation (or equivalent charter documents), limited liability company or partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating agreement or other management agreement, as the case may be, or the provisions of any indenture, instrument or agreement to which any of the properties of such Guarantor is subject, before any court or other Governmental Authority or any arbitrator that (A) if adversely determined, could reasonably be expected to have a Material Adverse Effect or (B) relates to this Guaranty Borrower or any of the other Transaction Documents to which such Guarantor its Subsidiaries is a party or is subject, or by which it, or its property, is bound, or (ii) conflict with, or constitute a default under, or result in, or require, the creation or imposition of any transaction contemplated hereby Lien in, of or thereby. (vi) Such Guarantor (A) has read and understands on its property pursuant to the terms and conditions of the Securities Purchase Agreement and the of, any such indenture, instrument or agreement (other Transaction Documentsthan any Loan Document). No order, and (B) now has and will continue to have independent means of obtaining information concerning the affairsconsent, financial condition and business of the Company and the other Transaction Partiesadjudication, and has no need approval, license, authorization, or validation of, or right to obtain from the Collateral Agent filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any Buyersubdivision thereof, any credit or other information concerning which has not been obtained by it, is required to be obtained by it in connection with the affairsexecution, financial condition or business of the Company delivery and performance by it of, or the other Transaction Parties. (vii) There are no conditions precedent legality, validity, binding effect or enforceability against it of, this Guaranty. In addition to the effectiveness of this Guaranty that have not been satisfied or waived. (b) Each Guarantor covenants and agrees that until Payment in Full of the Guaranteed Obligationsforegoing, it will comply with each of the Guarantors covenants (except that, so long as any Lender has any Commitment outstanding under the Credit Agreement or any amount payable under the Credit Agreement or any other Guaranteed Obligations shall remain unpaid, it will, and, if necessary, will enable the Borrower to, fully comply with those covenants and agreements of the Borrower applicable to the extent applicable only to a public company) which are such Guarantor set forth in Section 4 of the Securities Purchase Credit Agreement as if such Guarantor were unless and until it is no longer a party theretoMaterial Domestic Subsidiary.

Representations, Warranties and Covenants. (a) Each Guarantor hereby represents and warrants as of the date first written above as follows: (ia) such The Guarantor (Ai) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization as set forth on the signature pages heretohereof, (Bii) has all requisite corporate, limited liability company or limited partnership power and authority to conduct its business as now conducted and as presently contemplated and to execute, execute and deliver and perform its obligations under this Guaranty and each other Transaction Document to which such the Guarantor is a party, and to consummate the transactions contemplated hereby and thereby and (Ciii) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary except where the failure to be so qualified (individually or in the aggregate) would not result in a Material Adverse Effect. (iib) The execution, delivery and performance by such the Guarantor of this Guaranty and each other Transaction Document to which such the Guarantor is a party (Ai) have been duly authorized by all necessary corporate, limited liability company or limited partnership action, (Bii) do not and will not contravene its charter, articles, certificate of formation charter or by-laws, its limited liability company or operating agreement or its certificate of partnership or partnership agreement, as applicable, or any applicable law or any contractual restriction binding on such the Guarantor or its properties properties, (iii) do not and will not result in or require the creation of any lien, security interest or encumbrance lien (other than pursuant to any Transaction Document) upon or with respect to any of its properties, and (Civ) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to it or its operations or any of its properties. (iiic) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person governmental authority is required in connection with the due execution, delivery and performance by such the Guarantor of this Guaranty or any of the other Transaction Documents to which such the Guarantor is a party (other than expressly provided for in any of the Transaction Documents)party. (ivd) This Each of this Guaranty has been duly executed and delivered by each Guarantor and is, and each of the other Transaction Documents to which such the Guarantor is or will be a party, when executed and delivered, will be, a legal, valid and binding obligation of such the Guarantor, enforceable against such the Guarantor in accordance with its terms, except as may be limited by the Bankruptcy Code or other applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, suretyship or other similar laws and equitable principles (regardless of whether enforcement is sought in equity or at law). (ve) There is no pending or, to the best knowledge of such the Guarantor, threatened action, suit or proceeding against such the Guarantor or to which any of the properties of such the Guarantor is subject, before any court or other Governmental Authority governmental authority or any arbitrator that (Ai) if adversely determined, could reasonably be expected to have a Material Adverse Effect or (Bii) relates to this Guaranty or any of the other Transaction Documents to which such the Guarantor is a party or any transaction contemplated hereby or thereby. (vif) Such The Guarantor (Ai) has read and understands the terms and conditions of the Securities Purchase Agreement and the other Transaction Documents, and (Bii) now has and will continue to have independent means of obtaining information concerning the affairs, financial condition and business of the Company and the other Transaction Parties, and has no need of, or right to obtain from the Collateral Agent or any Buyer, any credit or other information concerning the affairs, financial condition or business of the Company or Transaction Parties that may come under the other Transaction Partiescontrol of any Buyer. (viig) There are no conditions precedent to the effectiveness of this Guaranty that have not been satisfied or waived. (b) Each The Guarantor covenants and agrees that until Payment in Full indefeasible full and final payment of the Guaranteed Obligations, it will comply with each of the covenants (except to the extent applicable only to a public company) which are set forth in Section 4 of the Securities Purchase Agreement as if such the Guarantor were a party thereto.

Representations, Warranties and Covenants. (a) Each Guarantor hereby represents and warrants as of the date first written above as follows: (i) such Each Guarantor (A) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization as set forth on the signature pages hereto, (B) has all requisite corporate, limited liability company or limited partnership power and authority to conduct its business as now conducted and as presently contemplated and to execute, execute and deliver and perform its obligations under this Guaranty and each other Transaction Document to which such the Guarantor is a party, and to consummate the transactions contemplated hereby and thereby and (C) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary except where the failure to be so qualified (individually or in the aggregate) would not result in a Material Adverse Effect. (ii) The execution, delivery and performance by such each Guarantor of this Guaranty and each other Transaction Document to which such Guarantor is a party (A) have been duly authorized by all necessary corporate, limited liability company or limited partnership action, (B) do not and will not contravene its charter, articles, certificate of formation charter or by-laws, its limited liability company or operating agreement or its certificate of partnership or partnership agreement, as applicable, or any applicable law or any contractual restriction binding on such the Guarantor or its properties do not and will not result in or require the creation of any lien, security interest or encumbrance lien (other than pursuant to any Transaction Document) upon or with respect to any of its properties, and (C) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to it or its operations or any of its properties. (iii) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person governmental authority is required in connection with the due execution, delivery and performance by such the Guarantor of this Guaranty or any of the other Transaction Documents to which such the Guarantor is a party (other than expressly provided for in any of the Transaction Documents). (iv) This Each of this Guaranty has been duly executed and delivered by each Guarantor and is, and each of the other Transaction Documents to which such the Guarantor is or will be a party, when executed and delivered, will be, a legal, valid and binding obligation of such the Guarantor, enforceable against such the Guarantor in accordance with its terms, except as may be limited by the Bankruptcy Code or other applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, suretyship or other similar laws and equitable principles (regardless of whether enforcement is sought in equity or at law). (v) There is no pending or, to the best knowledge of such the Guarantor, threatened action, suit or proceeding against such the Guarantor or to which any of the properties of such the Guarantor is subject, before any court or other Governmental Authority governmental authority or any arbitrator that (A) if adversely determined, could reasonably be expected to have a Material Adverse Effect or (B) relates to this Guaranty or any of the other Transaction Documents to which such the Guarantor is a party or any transaction contemplated hereby or thereby. (vi) Such The Guarantor (A) has read and understands the terms and conditions of the Securities Purchase Agreement Agreement, the Notes and the other Transaction Documents, and (B) now has and will continue to have independent means of obtaining information concerning the affairs, financial condition and business of the Company and the other Transaction Parties, and has no need of, or right to obtain from the Collateral Agent or any Buyer, any credit or other information concerning the affairs, financial condition or business of the Company or the other Transaction Parties. (vii) There are no conditions precedent to Parties that may come under the effectiveness control of this Guaranty that have not been satisfied the Collateral Agent or waivedany Buyer. (b) Each The Guarantor covenants and agrees that until Payment in Full the complete conversion of all of the Guaranteed ObligationsCompany's obligations under the Notes to equity securities of the Company and/or indefeasible payment in full in cash of all obligations under the Notes (together with any matured indemnification obligations as of the date of such conversion and/or payment, but excluding any inchoate or unmatured contingent indemnification obligations) and payment of all other amounts payable under this Guaranty (excluding any inchoate or unmatured contingent indemnification obligations), it will comply with each of the covenants (except to the extent applicable only to a public company) which are set forth in Section 4 of the Securities Purchase Agreement as if such the Guarantor were a party thereto.

Representations, Warranties and Covenants. (a) Each Guarantor hereby represents and warrants as of the date first written above as follows: (i) such The Guarantor (A) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization as set forth on the signature pages hereto, (B) has all requisite corporate, limited liability company or limited partnership power and authority to conduct its business as now conducted and as presently contemplated and to execute, execute and deliver and perform its obligations under this Guaranty and each other Transaction Document to which such the Guarantor is a party, and to consummate the transactions contemplated hereby and thereby and (C) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary except where the failure to be so qualified (individually or in the aggregate) would not result in a Material Adverse Effect. (ii) The execution, delivery and performance by such the Guarantor of this Guaranty and each other Transaction Document to which such the Guarantor is a party (A) have been duly authorized by all necessary corporate, limited liability company or limited partnership action, (B) do not and will not contravene its charter, articles, certificate of formation charter or by-laws, its limited liability company or operating agreement or its certificate of partnership or partnership agreement, as applicable, or any applicable law or any contractual restriction binding on such the Guarantor or its properties do not and will not result in or require the creation of any lien, security interest or encumbrance lien (other than pursuant to any Transaction Document) upon or with respect to any of its properties, and (C) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to it or its operations or any of its properties. (iii) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person governmental authority is required in connection with the due execution, delivery and performance by such the Guarantor of this Guaranty or any of the other Transaction Documents to which such the Guarantor is a party (other than expressly provided for in any of the Transaction Documents). (iv) This Each of this Guaranty has been duly executed and delivered by each Guarantor and is, and each of the other Transaction Documents to which such the Guarantor is or will be a party, when executed and delivered, will be, a legal, valid and binding obligation of such the Guarantor, enforceable against such the Guarantor in accordance with its terms, except as may be limited by the Bankruptcy Code or other applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, suretyship or other similar laws and equitable principles (regardless of whether enforcement is sought in equity or at law). (v) There is no pending or, to the best knowledge of such the Guarantor, threatened action, suit or proceeding against such the Guarantor or to which any of the properties of such the Guarantor is subject, before any court or other Governmental Authority governmental authority or any arbitrator that (A) if adversely determined, could reasonably be expected to have a Material Adverse Effect or (B) relates to this Guaranty or any of the other Transaction Documents to which such the Guarantor is a party or any transaction contemplated hereby or thereby. (vi) Such The Guarantor (A) has read and understands the terms and conditions of the Securities Purchase Agreement and the other Transaction Documents, and (B) now has and will continue to have independent means of obtaining information concerning the affairs, financial condition and business of the Company and the other Transaction Parties, and has no need of, or right to obtain from the Collateral Agent or any Buyer, any credit or other information concerning the affairs, financial condition or business of the Company or the other Transaction Parties. (vii) There are no conditions precedent to Parties that may come under the effectiveness control of this Guaranty that have not been satisfied or waivedany Buyer. (b) Each The Guarantor covenants and agrees that until Payment in Full indefeasible full and final payment of the Guaranteed ObligationsObligations and/or complete conversion of all of the Company's obligations under the Notes to equity securities of the Company, it will comply with each of the covenants (except to the extent applicable only to a public company) which are set forth in Section 4 of the Securities Purchase Agreement as if such the Guarantor were a party thereto.

Representations, Warranties and Covenants. (a) Each Guarantor hereby represents and warrants as of the date first written above as follows: (i) such Each Guarantor (A) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization as set forth on the signature pages hereto, (B) has all requisite corporate, limited liability company or limited partnership power and authority to conduct its business as now conducted and as presently contemplated and to execute, execute and deliver and perform its obligations under this Guaranty and each other Transaction Document to which such the Guarantor is a party, and to consummate the transactions contemplated hereby and thereby and (C) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary except where the failure to be so qualified (individually or in the aggregate) would not result in a Material Adverse Effect. (ii) The execution, delivery and performance by such each Guarantor of this Guaranty and each other Transaction Document to which such Guarantor is a party (A) have been duly authorized by all necessary corporate, limited liability company or limited partnership action, (B) do not and will not contravene its charter, articles, certificate of formation charter or by-laws, its limited liability company or operating agreement or its certificate of partnership or partnership agreement, as applicable, or any applicable law or any contractual restriction binding on such the Guarantor or its properties do not and will not result in or require the creation of any lien, security interest or encumbrance lien (other than pursuant to any Transaction Document) upon or with respect to any of its properties, and (C) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to it or its operations or any of its properties. (iii) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person governmental authority is required in connection with the due execution, delivery and performance by such the Guarantor of this Guaranty or any of the other Transaction Documents to which such the Guarantor is a party (other than expressly provided for in any of the Transaction Documents). (iv) This Each of this Guaranty has been duly executed and delivered by each Guarantor and is, and each of the other Transaction Documents to which such the Guarantor is or will be a party, when executed and delivered, will be, a legal, valid and binding obligation of such the Guarantor, enforceable against such the Guarantor in accordance with its terms, except as may be limited by the Bankruptcy Code or other applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, suretyship or other similar laws and equitable principles (regardless of whether enforcement is sought in equity or at law). (v) There is no pending or, to the best knowledge of such the Guarantor, threatened action, suit or proceeding against such the Guarantor or to which any of the properties of such the Guarantor is subject, before any court or other Governmental Authority governmental authority or any arbitrator that (A) if adversely determined, could reasonably be expected to have a Material Adverse Effect or (B) relates to this Guaranty or any of the other Transaction Documents to which such the Guarantor is a party or any transaction contemplated hereby or thereby. (vi) Such The Guarantor (A) has read and understands the terms and conditions of the Securities Purchase Agreement Agreement, the Notes and the other Transaction Documents, and (B) now has and will continue to have independent means of obtaining information concerning the affairs, financial condition and business of the Company and the other Transaction Parties, and has no need of, or right to obtain from the Collateral Agent or any Buyer, any credit or other information concerning the affairs, financial condition or business of the Company or the other Transaction Parties. (vii) There are no conditions precedent to Parties that may come under the effectiveness control of this Guaranty that have not been satisfied the Collateral Agent or waivedany Buyer. (b) Each The Guarantor covenants and agrees that until Payment in Full the complete conversion of all of the Guaranteed ObligationsCompany’s obligations under the Notes to equity securities of the Company and/or indefeasible payment in full in cash of all obligations under the Notes (together with any matured indemnification obligations as of the date of such conversion and/or payment, but excluding any inchoate or unmatured contingent indemnification obligations) and payment of all other amounts payable under this Guaranty (excluding any inchoate or unmatured contingent indemnification obligations), it will comply with each of the covenants (except to the extent applicable only to a public company) which are set forth in Section 4 of the Securities Purchase Agreement as if such the Guarantor were a party thereto.

Representations, Warranties and Covenants. (a) Each Guarantor hereby represents and warrants as of the date first written above as follows: (i) such Guarantor (A) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization as set forth on the signature pages hereto, (B) has all requisite corporate, limited liability company or limited partnership power and authority to conduct its business as now conducted and as presently contemplated and to execute, deliver and perform its obligations under this Guaranty and each other Transaction Document to which such Guarantor is a party, and to consummate the transactions contemplated hereby and thereby and (C) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary except where the failure to be so qualified (individually or in the aggregate) would not result in a Material Adverse Effect. (ii) The execution, delivery and performance by such Guarantor of this Guaranty and each other Transaction Document to which such Guarantor is a party (A) have been duly authorized by all necessary corporate, limited liability company or limited partnership action, (B) do not and will not contravene its charter, articles, certificate of formation or by-laws, its limited liability company or operating agreement or its certificate of partnership or partnership agreement, as applicable, or any applicable law or any contractual restriction binding on such Guarantor or its properties do not and will not result in or require the creation of any lien, security interest or encumbrance (other than pursuant to any Transaction Document) upon or with respect to any of its properties, and (C) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to it or its operations or any of its properties. (iii) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person is required in connection with the due execution, delivery and performance by such Guarantor of this Guaranty or any of the other Transaction Documents to which such Guarantor is a party (other than expressly provided for in any of the Transaction Documents). (iv) This Guaranty has been duly executed and delivered by each Guarantor and is, and each of the other Transaction Documents to which such Guarantor is or will be a party, when executed and delivered, will be, a legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms, except as may be limited by the Bankruptcy Code or other applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, suretyship or similar laws and equitable principles (regardless of whether enforcement is sought in equity or at law). (v) There is no pending or, to the best knowledge of such Guarantor, threatened action, suit or proceeding against such Guarantor or to which any of the properties of such Guarantor is subject, before any court or other Governmental Authority or any arbitrator that (A) if adversely determined, could reasonably be expected to have a Material Adverse Effect or (B) relates to this Guaranty or any of the other Transaction Documents to which such Guarantor is a party or any transaction contemplated hereby or thereby. (vi) Such Guarantor (A) has read and understands the terms and conditions of the Securities Purchase Agreement and the other Transaction Documents, and (B) now has and will continue to have independent means of obtaining information concerning the affairs, financial condition and business of the Company Parent and the other Transaction Parties, and has no need of, or right to obtain from the Collateral Agent or any the Buyer, any credit or other information concerning the affairs, financial condition or business of the Company Parent or the other Transaction Parties. (vii) There are no conditions precedent to the effectiveness of this Guaranty that have not been satisfied or waived. (b) Each Guarantor covenants and agrees that until Payment in Full of the Guaranteed Obligations, it will comply with each of the covenants (except to the extent applicable only to a public company) which are set forth in Section 4 of the Securities Purchase Agreement as if such Guarantor were a party thereto.

Representations, Warranties and Covenants. (a) Each Guarantor hereby represents The Company and warrants as of the date first written above Subsidiaries represent, warrant and covenant as follows: (i) such Guarantor (A) Except for the Specified Existing Defaults in this Third Amended Forbearance Agreement, the Company is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws compliance with all of the jurisdiction of its organization as terms and provisions set forth in the Indenture on the signature pages hereto, (B) has all requisite corporate, limited liability company its part to be observed or limited partnership power and authority to conduct its business as now conducted and as presently contemplated and to execute, deliver and perform its obligations under this Guaranty and each other Transaction Document to which such Guarantor is a partyperformed, and to consummate the transactions contemplated hereby and thereby and (C) is duly qualified to do business no other Event of Default has occurred and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary except where the failure to be so qualified (individually or in the aggregate) would not result in a Material Adverse Effectcontinuing. (ii) The execution, delivery and performance by such Guarantor the Company and the Subsidiaries of this Guaranty and each other Transaction Document to which such Guarantor is a party Third Amended Forbearance Agreement: (A1) are within their corporate or limited partnership powers, as applicable; (2) have been duly authorized by all necessary corporate, limited liability company corporate or limited partnership action, as applicable, including the consent of the holders of its equity interests where required; (B3) do not and will not (A) contravene its charter, articles, their certificate of formation incorporation or by-laws, its laws or limited liability company or operating agreement or its certificate of partnership or partnership agreementother constituent documents, as applicable, or (B) violate any applicable requirement of law or any contractual restriction binding on such Guarantor order or its properties do not and will not decree of any governmental authority or arbitrator applicable to them, (C) conflict with or result in the breach of, or constitute a default under, or result in or require permit the termination or acceleration of, any contractual obligation of the Company or the Subsidiaries, or (D) result in the creation or imposition of any lien, security interest lien or encumbrance (other than pursuant to any Transaction Document) upon or with respect to any of its properties, and the property of the Company or the Subsidiaries; and (C4) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, licenserequire the consent of, authorization by, approval of, notice to, or approval applicable to it filing or its operations registration with, any governmental authority or any other entity, other than those which prior to the Third Amended Forbearance Effective Date will have been obtained or made and copies of its propertieswhich prior to the Third Amended Forbearance Effective Date will have been delivered to counsel to the Noteholder Group and DDJ and each of which on the Third Amended Forbearance Effective Date will be in full force and effect. (iii) No authorization The Company and the Subsidiaries shall not make any payments either directly, or approval or other action byindirectly through TWC Holding LLC, to The Veritas Capital Fund II, L.P. and no notice to or filing withits general partner, any Governmental Authority or other Person is required in connection with the due executionVeritas Capital Management II, delivery and performance by such Guarantor of this Guaranty or any of the other Transaction Documents to which such Guarantor is a party (other than expressly provided for in any of the Transaction Documents).L.L.C. (iv) This Guaranty has been duly executed Within five (5) business days after the Third Amended Forbearance Effective Date, the Company shall file this Third Amended Forbearance Agreement and delivered by each Guarantor the DDJ Third Amended Forbearance Agreement with the United States Securities and is, and each of the other Transaction Documents Exchange Commission as an exhibit to which such Guarantor is or will be a party, when executed and delivered, will be, a legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms, except as may be limited filing by the Bankruptcy Code or other applicable bankruptcyCompany on Form 8-K pursuant to the Securities and Exchange Act of 1934, insolvencyas amended, reorganization, moratorium, fraudulent conveyance, suretyship or similar laws which 8-K filing and equitable principles (regardless of whether enforcement is sought any accompanying press release shall be in equity or at law)form and substance reasonably satisfactory to the Noteholders. (v) There is no pending or, to the best knowledge of such Guarantor, threatened action, suit or proceeding against such Guarantor or to which any of the properties of such Guarantor is subject, before any court or other Governmental Authority or any arbitrator that (A) if adversely determined, could reasonably be expected to have a Material Adverse Effect or (B) relates to this Guaranty or any of the other Transaction Documents to which such Guarantor is a party or any transaction contemplated hereby or thereby. (vi) Such Guarantor (A) has read and understands the terms and conditions of the Securities Purchase Agreement and the other Transaction Documents, and (B) now has and will continue to have independent means of obtaining information concerning the affairs, financial condition and business of the The Company and the other Transaction Parties, Subsidiaries shall immediately notify the Noteholders and has no need of, the Indenture Trustee upon its or right to obtain from their becoming aware of an Event of Default under the Collateral Agent Indenture or any Buyer, any credit or other information concerning an Event of Default (as defined in the affairs, financial condition or business of Loan Agreement) under the Company or Loan Agreement that is not a Specified Default (as defined in the other Transaction Parties. (vii) There are no conditions precedent to the effectiveness of this Guaranty that have not been satisfied or waivedDDJ Third Amended Forbearance Agreement). (b) Each Guarantor covenants The Indenture Trustee represents as follows: (i) Based solely on the representations provided by counsel to the Noteholder Group and agrees that until Payment in Full DDJ, the Indenture Trustee represents that, as of the Guaranteed Obligationsdate hereof, it will comply with each the Noteholders, in the aggregate, hold not less than $100 million in principal amount of the covenants Notes, representing not less than 80% of the aggregate principal amount of the Notes outstanding. (except to the extent applicable only to a public companyc) which are The representations and warranties set forth in this Section 4 3 shall survive the execution and delivery of this Third Amended Forbearance Agreement and the Securities Purchase Agreement as if such Guarantor were a party theretoThird Amended Forbearance Effective Date.

Representations, Warranties and Covenants. (a) Each Guarantor In order to induce the Lenders to enter into this First Amendment, the Borrower hereby represents represents, warrants and warrants covenants to the Lenders as of the date first written above hereof, both immediately before and after giving effect to this First Amendment, as follows: (ia) such Guarantor no Default or Event of Default exists; (Ab) is a corporation, limited liability company or limited partnership duly organized, validly existing no Material Adverse Effect has occurred; (c) the execution and in good standing under delivery of this First Amendment and the laws of performance by the jurisdiction Borrower of its organization as set forth on obligations hereunder are within the signature pages heretoBorrower’s powers and authority, (B) has all requisite corporate, limited liability company or limited partnership power and authority to conduct its business as now conducted and as presently contemplated and to execute, deliver and perform its obligations under this Guaranty and each other Transaction Document to which such Guarantor is a party, and to consummate the transactions contemplated hereby and thereby and (C) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary except where the failure to be so qualified (individually or in the aggregate) would not result in a Material Adverse Effect. (ii) The execution, delivery and performance by such Guarantor of this Guaranty and each other Transaction Document to which such Guarantor is a party (A) have been duly authorized by all necessary corporate, limited liability company or limited partnership action, (B) corporate action and do not and will not contravene its charteror conflict with the organizational documents of the Borrower; (d) the Credit Agreement and the other Loan Documents constitute legal, articlesvalid and binding obligations enforceable in accordance with their terms by the Lenders against the Borrower, certificate of formation and the Borrower expressly reaffirms or by-laws, its limited liability company or operating agreement or its certificate of partnership or partnership agreementconfirms, as applicable, each of its obligations under the Credit Agreement and each of the other Loan Documents, including, without limitation, the Obligations; (e) the Borrower further expressly acknowledges and agrees that the Lenders have a security interest in and lien against each item of Collateral as of the date of this First Amendment. (f) the Borrower agrees that it has no defenses, setoffs, claims or counterclaims which could be asserted against the Lenders arising from or in connection with the Credit Agreement or any applicable law or any contractual restriction binding on such Guarantor or its properties do not and will not result in or require the creation of any lienother Loan Document; (g) no consent, security interest or encumbrance (other than pursuant to any Transaction Document) upon or with respect to any of its propertiesorder, and (C) do not and will not result in any defaultqualification, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any material permitvalidation, license, approval or authorization of, or approval applicable to it filing, recording, registration or its operations or any of its properties. (iii) No authorization or approval declaration with, or other action by, and no notice to or filing within respect of, any Governmental Authority governmental body, authority, bureau or agency or other Person is required in connection with the due execution, delivery or performance of, or the legality, validity, binding effect or enforceability of, this First Amendment by or on behalf of the Borrower; (h) The execution, delivery and performance by such Guarantor of this Guaranty First Amendment by Borrower does not and will not violate any law, governmental regulation, judgment, order or decree applicable to the Borrower and does not and will not violate the provisions of, or constitute a default or any event of default under, or result in the creation of any security interest or lien upon any property of the Borrower pursuant to, any indenture, mortgage, instrument, contract, agreement or other Transaction Documents undertaking to which such Guarantor is a party (other than expressly provided for in any of the Transaction Documents). (iv) This Guaranty has been duly executed and delivered by each Guarantor and is, and each of the other Transaction Documents to which such Guarantor is or will be a party, when executed and delivered, will be, a legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms, except as may be limited by the Bankruptcy Code or other applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, suretyship or similar laws and equitable principles (regardless of whether enforcement is sought in equity or at law). (v) There is no pending or, to the best knowledge of such Guarantor, threatened action, suit or proceeding against such Guarantor or to which any of the properties of such Guarantor is subject, before any court or other Governmental Authority or any arbitrator that (A) if adversely determined, could reasonably be expected to have a Material Adverse Effect or (B) relates to this Guaranty or any of the other Transaction Documents to which such Guarantor Borrower is a party or are subject or by which the Borrower or any transaction contemplated hereby of its real or thereby.personal property may be bound; and (vii) Such Guarantor The representations, warranties and covenants set forth in the Credit Agreement and the other documents evidencing, securing, or related to the Credit Agreement, as amended, modified, supplemented, restated, or replaced, to date, are and shall be and remain true and correct in all material respects (Aexcept that the financial statements shall be deemed to refer to the most recent financial statements of the Borrower delivered to CIBC Bank) has read and understands the Borrower is in full compliance with all other terms and conditions of the Securities Purchase Agreement and the other Transaction Documents, and (B) now has and will continue to have independent means of obtaining information concerning the affairs, financial condition and business of the Company and the other Transaction Parties, and has no need of, or right to obtain from the Collateral Agent or any Buyer, any credit or other information concerning the affairs, financial condition or business of the Company or the other Transaction PartiesCredit Agreement. (vii) There are no conditions precedent to the effectiveness of this Guaranty that have not been satisfied or waived. (b) Each Guarantor covenants and agrees that until Payment in Full of the Guaranteed Obligations, it will comply with each of the covenants (except to the extent applicable only to a public company) which are set forth in Section 4 of the Securities Purchase Agreement as if such Guarantor were a party thereto.

Representations, Warranties and Covenants. (a) Each Guarantor hereby of the Guarantors represents and warrants as (which representations and warranties shall be deemed to have been renewed at the time of the date first written above as followsmaking, conversion or continuation of any Loan) that: (i) such Guarantor (A) It is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization as set forth on the signature pages heretoorganization, (B) has all requisite corporate, limited liability company or limited partnership power and authority to conduct carry on its business as now conducted and as presently contemplated and to executeand, deliver and perform its obligations under this Guaranty and each other Transaction Document to which such Guarantor is a party, and to consummate the transactions contemplated hereby and thereby and (C) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary except where the failure to be so qualified (do so, individually or in the aggregate) would , could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required. (iiB) The execution, delivery and performance by such Guarantor of this This Guaranty and each other Transaction Document to which such Guarantor is a party (A) the obligations contemplated hereunder are within its organizational powers and have been duly authorized by all necessary corporateorganizational actions and, limited liability company or limited partnership actionif required, (B) do not and will not contravene its charter, articles, certificate of formation or by-laws, its limited liability company or operating agreement or its certificate of partnership or partnership agreement, as applicable, or any applicable law or any contractual restriction binding on such Guarantor or its properties do not and will not result in or require the creation of any lien, security interest or encumbrance (other than pursuant to any Transaction Document) upon or with respect to any of its properties, and (C) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to it or its operations or any of its properties. (iii) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person is required in connection with the due execution, delivery and performance actions by such Guarantor of this Guaranty or any of the other Transaction Documents to which such Guarantor is a party (other than expressly provided for in any of the Transaction Documents). (iv) equity holders. This Guaranty has been duly executed and delivered by each Guarantor it and is, and each of the other Transaction Documents to which such Guarantor is or will be a party, when executed and delivered, will be, constitutes a legal, valid and binding obligation of such Guarantor, respectively, enforceable against such Guarantor in accordance with its terms, except as may be limited by the Bankruptcy Code or other subject to applicable bankruptcy, insolvency, reorganization, moratoriummoratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, fraudulent conveyance, suretyship or similar laws and equitable principles (regardless of whether enforcement is sought considered in a proceeding in equity or at law). (vC) There is no pending or, to The execution and delivery by it of this Guaranty and the best knowledge of such Guarantor, threatened action, suit or proceeding against such Guarantor or to which any consummation by it of the properties of transactions contemplated hereby (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such Guarantor is subjectas have been obtained or made and are in full force and effect, before (b) will not violate any court applicable law or regulation or its charter, by-laws or other Governmental Authority organizational documents or any arbitrator that order of any Governmental Authority, (Ac) if adversely determinedwill not violate or result in a default under any material indenture or other material agreement or material instrument binding upon it or its assets, could reasonably or give rise to a right thereunder to require any payment to be expected to have a Material Adverse Effect or (B) relates to this Guaranty or any of the other Transaction Documents to which such Guarantor is a party or any transaction contemplated hereby or thereby. (vi) Such Guarantor (A) has read and understands the terms and conditions of the Securities Purchase Agreement and the other Transaction Documentsmade by it, and (Bd) now has and will continue not result in the creation or imposition of any Lien on any of its assets. In addition to have independent means of obtaining information concerning the affairsforegoing, financial condition and business each of the Company and Guarantors covenants that, until the other Transaction Parties, and has no need of, or right to obtain from the Collateral Agent or any Buyer, any credit or other information concerning the affairs, financial condition or business of the Company or the other Transaction Parties. (vii) There are no conditions precedent to the effectiveness of this Guaranty that have not been satisfied or waived. (b) Each Guarantor covenants and agrees that until Payment payment in Full full of the Guaranteed ObligationsObligations in cash (other than contingent indemnity obligations not yet due and payable), and the termination, expiry or cash collateralization of any and all commitments by the Lenders to make Loans and other extensions of credit under the Credit Agreement (the collective occurrence of which is referred to herein as “Payment and Termination in Full”) it will, and, if necessary, will enable the Borrower to, fully comply with each those covenants and agreements of the covenants (except Borrower applicable to the extent applicable only to a public company) which are such Guarantor set forth in Section 4 of the Securities Purchase Agreement as if such Guarantor were a party theretoCredit Agreement.

Representations, Warranties and Covenants. (a) Each Guarantor hereby represents and warrants as of the date first written above as follows: (i) such The Guarantor (A) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization as set forth on the signature pages heretoorganization, (B) has all requisite corporate, limited liability company or limited partnership power and authority to conduct its business as now conducted and as presently contemplated and to execute, execute and deliver and perform its obligations under this Guaranty and each other Transaction Document to which such the Guarantor is a party, and to consummate the transactions contemplated hereby and thereby and (C) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary except where the failure to be so qualified (individually or in the aggregate) would not result in a Material Adverse Effect. (ii) The execution, delivery and performance by such the Guarantor of this Guaranty and each other Transaction Document to which such the Guarantor is a party (A) have been duly authorized by all necessary corporate, limited liability company or limited partnership action, (B) do not and will not contravene its charter, articles, certificate of formation charter or by-laws, its limited liability company or operating agreement or its certificate of partnership or partnership agreement, as applicable, or any applicable law or any contractual restriction binding on such the Guarantor or its properties (except where the contravention of such contractual restriction would not result in a Material Adverse Effect), (C) do not and will not result in or require the creation of any lien, security interest or encumbrance lien (other than pursuant to any Transaction Document) upon or with respect to any of its properties, and (CD) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to it or its operations or any of its properties. (iii) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person governmental authority is required in connection with the due execution, delivery and performance by such the Guarantor of this Guaranty or any of the other Transaction Documents to which such the Guarantor is a party (other than expressly provided for in any of the Transaction Documents). (iv) This Each of this Guaranty has been duly executed and delivered by each Guarantor and is, and each of the other Transaction Documents to which such the Guarantor is or will be a party, when executed and delivered, will be, a legal, valid and binding obligation of such the Guarantor, enforceable against such the Guarantor in accordance with its terms, except as may be limited by the Bankruptcy Code or other applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, suretyship or other similar laws and equitable principles (regardless of whether enforcement is sought in equity or at law). (v) There is no pending or, to the best knowledge of such the Guarantor, threatened action, suit or proceeding against such the Guarantor or to which any of the properties of such the Guarantor is subject, before any court or other Governmental Authority governmental authority or any arbitrator that (A) if adversely determined, could reasonably be expected to have a Material Adverse Effect or (B) relates to this Guaranty or any of the other Transaction Documents to which such Guarantor is a party or any transaction contemplated hereby or thereby. (vi) Such Guarantor (A) has read and understands the terms and conditions of the Securities Purchase Agreement and the other Transaction Documents, and (B) now has and will continue to have independent means of obtaining information concerning the affairs, financial condition and business of the Company and the other Transaction Parties, and has no need of, or right to obtain from the Collateral Agent or any Buyer, any credit or other information concerning the affairs, financial condition or business of the Company or the other Transaction Parties. (vii) There are no conditions precedent to the effectiveness of this Guaranty that have not been satisfied or waived. (b) Each Guarantor covenants and agrees that until Payment in Full of the Guaranteed Obligations, it will comply with each of the covenants (except to the extent applicable only to a public company) which are set forth in Section 4 of the Securities Purchase Agreement as if such Guarantor were a party thereto.or

Representations, Warranties and Covenants. (a) Each Guarantor In order to induce the Lenders to enter into this Second Amendment, the Borrower hereby represents represents, warrants and warrants covenants to the Lenders as of the date first written above hereof, after giving effect to this Second Amendment, as follows: (ia) such Guarantor no Default or Event of Default exists; (Ab) is a corporation, limited liability company or limited partnership duly organized, validly existing no Material Adverse Effect has occurred; (c) the execution and in good standing under delivery of this Second Amendment and the laws of performance by the jurisdiction Borrower of its organization as set forth on obligations hereunder are within the signature pages heretoBorrower’s powers and authority, (B) has all requisite corporate, limited liability company or limited partnership power and authority to conduct its business as now conducted and as presently contemplated and to execute, deliver and perform its obligations under this Guaranty and each other Transaction Document to which such Guarantor is a party, and to consummate the transactions contemplated hereby and thereby and (C) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary except where the failure to be so qualified (individually or in the aggregate) would not result in a Material Adverse Effect. (ii) The execution, delivery and performance by such Guarantor of this Guaranty and each other Transaction Document to which such Guarantor is a party (A) have been duly authorized by all necessary corporate, limited liability company or limited partnership action, (B) corporate action and do not and will not contravene its charteror conflict with the organizational documents of the Borrower; (d) the Credit Agreement and the other Loan Documents constitute legal, articlesvalid and binding obligations enforceable in accordance with their terms by the Lenders against the Borrower, certificate of formation and the Borrower expressly reaffirms or by-laws, its limited liability company or operating agreement or its certificate of partnership or partnership agreementconfirms, as applicable, each of its obligations under the Credit Agreement and each of the other Loan Documents, including, without limitation, the Obligations; (e) the Borrower further expressly acknowledges and agrees that the Lenders have a security interest in and lien against each item of Collateral as of the date of this Second Amendment. (f) the Borrower agrees that it has no defenses, setoffs, claims or counterclaims which could be asserted against the Lenders arising from or in connection with the Credit Agreement or any applicable law or any contractual restriction binding on such Guarantor or its properties do not and will not result in or require the creation of any lienother Loan Document; (g) no consent, security interest or encumbrance (other than pursuant to any Transaction Document) upon or with respect to any of its propertiesorder, and (C) do not and will not result in any defaultqualification, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any material permitvalidation, license, approval or authorization of, or approval applicable to it filing, recording, registration or its operations or any of its properties. (iii) No authorization or approval declaration with, or other action by, and no notice to or filing within respect of, any Governmental Authority governmental body, authority, bureau or agency or other Person is required in connection with the due execution, delivery or performance of, or the legality, validity, binding effect or enforceability of, this Second Amendment by or on behalf of the Borrower; (h) The execution, delivery and performance by such Guarantor of this Guaranty Second Amendment by Borrower does not and will not violate any law, governmental regulation, judgment, order or decree applicable to the Borrower and does not and will not violate the provisions of, or constitute a default or any event of default under, or result in the creation of any security interest or lien upon any property of the Borrower pursuant to, any indenture, mortgage, instrument, contract, agreement or other Transaction Documents undertaking to which such Guarantor is a party (other than expressly provided for in any of the Transaction Documents). (iv) This Guaranty has been duly executed and delivered by each Guarantor and is, and each of the other Transaction Documents to which such Guarantor is or will be a party, when executed and delivered, will be, a legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms, except as may be limited by the Bankruptcy Code or other applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, suretyship or similar laws and equitable principles (regardless of whether enforcement is sought in equity or at law). (v) There is no pending or, to the best knowledge of such Guarantor, threatened action, suit or proceeding against such Guarantor or to which any of the properties of such Guarantor is subject, before any court or other Governmental Authority or any arbitrator that (A) if adversely determined, could reasonably be expected to have a Material Adverse Effect or (B) relates to this Guaranty or any of the other Transaction Documents to which such Guarantor Borrower is a party or are subject or by which the Borrower or any transaction contemplated hereby of its real or thereby.personal property may be bound; and (vii) Such Guarantor The representations, warranties and covenants set forth in the Credit Agreement and the other documents evidencing, securing, or related to the Credit Agreement, as amended, modified, supplemented, restated, or replaced, to date, are and shall be and remain true and correct in all material respects (Aexcept that the financial statements shall be deemed to refer to the most recent financial statements of the Borrower delivered to CIBC Bank) has read and understands the Borrower is in full compliance with all other terms and conditions of the Securities Purchase Agreement and the other Transaction Documents, and (B) now has and will continue to have independent means of obtaining information concerning the affairs, financial condition and business of the Company and the other Transaction Parties, and has no need of, or right to obtain from the Collateral Agent or any Buyer, any credit or other information concerning the affairs, financial condition or business of the Company or the other Transaction PartiesCredit Agreement. (vii) There are no conditions precedent to the effectiveness of this Guaranty that have not been satisfied or waived. (b) Each Guarantor covenants and agrees that until Payment in Full of the Guaranteed Obligations, it will comply with each of the covenants (except to the extent applicable only to a public company) which are set forth in Section 4 of the Securities Purchase Agreement as if such Guarantor were a party thereto.

Representations, Warranties and Covenants. (a) Each Guarantor hereby represents and warrants as of the date first written above as follows: (i) such The Guarantor (A) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization as set forth on the signature pages hereto, (B) has all requisite corporate, limited liability company or limited partnership partnership, as applicable, power and authority to conduct its business as now conducted and as presently contemplated and to execute, execute and deliver and perform its obligations under this Guaranty and each other Transaction Document to which such the Guarantor is a party, and to consummate the transactions contemplated hereby and thereby and (C) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary except where the failure to be so qualified (individually or in the aggregate) would not result in a Material Adverse Effect. (ii) The execution, delivery and performance by such the Guarantor of this Guaranty and each other Transaction Document to which such the Guarantor is a party (A) have been duly authorized by all necessary corporate, limited liability company or limited partnership action, as applicable, (B) do not and will not contravene its charter, articles, certificate of formation articles or by-laws, its limited liability company or operating agreement or its certificate of partnership or partnership agreement, as applicable, or any applicable law or any contractual restriction binding on such the Guarantor or its properties do not and will not result in or require the creation of any lien, security interest or encumbrance lien (other than pursuant to any Transaction Document) upon or with respect to any of its properties, and (C) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to it or its operations or any of its properties. (iii) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person is required in connection with the due execution, delivery and performance by such the Guarantor of this Guaranty or any of the other Transaction Documents to which such the Guarantor is a party (other than expressly provided for in any of the Transaction Documents). (iv) This Each of this Guaranty has been duly executed and delivered by each Guarantor and is, and each of the other Transaction Documents to which such the Guarantor is or will be a party, when executed and delivered, will be, a legal, valid and binding obligation of such the Guarantor, enforceable against such the Guarantor in accordance with its terms, except as may be limited by the Bankruptcy Code or other applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, suretyship or similar laws and equitable principles (regardless of whether enforcement is sought in equity or at law). (v) There is no pending or, to the best knowledge of such the Guarantor, threatened action, suit or proceeding against such the Guarantor or to which any of the properties of such the Guarantor is subject, before any court or other Governmental Authority or any arbitrator that (A) if adversely determined, could reasonably be expected to have a Material Adverse Effect or (B) relates to this Guaranty or any of the other Transaction Documents to which such the Guarantor is a party or any transaction contemplated hereby or thereby. (vi) Such The Guarantor (A) has read and understands the terms and conditions of the Securities Purchase Agreement Agreement, the Notes, the Warrants and the other Transaction Documents, and (B) now has and will continue to have independent means of obtaining information concerning the affairs, financial condition and business of the Company and the other Transaction Parties, and has no need of, or right to obtain from the Collateral Agent or any Buyer, any credit or other information concerning the affairs, financial condition or business of the Company or the other Transaction PartiesParties that may come under the control of the Buyer. (vii) There are no conditions precedent to the effectiveness of this Guaranty that have not been satisfied or waived. (b) Each The Guarantor covenants and agrees that until Payment Satisfaction in Full of the Guaranteed Obligations (other than Inchoate Indemnity Obligations), it will comply with each of the covenants (except to the extent applicable only to a public company) which are set forth in Section 4 of the Securities Purchase Agreement and Section 13 of the Notes as if such the Guarantor were a party thereto.