Common use of Guaranty Clause in Contracts

Guaranty. The Guarantor hereby irrevocably and unconditionally guarantees to each holder, the due and punctual payment in full of (a) the principal of, Make-Whole Amount, if any, and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any expenses, indemnities and other sums which may become due to the holders or the Collateral Agent under the terms and provisions of the Notes, the Note Agreement, the Collateral Agreement or any other Note Document (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectability and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes or other Guaranteed Obligations or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail to pay any of such Guaranteed Obligations, the Guarantor agrees to pay the same when due to the Collateral Agent and/or holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes, the Note Agreement, the Collateral Agreement and the other Note Documents. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. The Guarantor agrees that the Notes issued pursuant to the Note Agreement may (but need not) make reference to this Guaranty Agreement. The Guarantor hereby acknowledges and agrees that the Guarantor’s liability hereunder is joint and several with any other Person(s) who may guarantee the Guaranteed Obligations.

Guaranty. The Guarantor In order to induce the Administrative Agent, the Issuing Lenders and the Lenders to enter into this Agreement and to extend credit hereunder, and to induce the other Guaranteed Creditors to enter into Interest Rate Protection Agreements and Other Hedging Agreements, and in recognition of the direct benefits to be received by Parent from the proceeds of the Loans and the issuance of the Letters of Credit, the Parent hereby irrevocably agrees with the Guaranteed Creditors as follows: the Parent hereby and unconditionally and irrevocably guarantees to each holder, the due Guaranteed Creditors the full and punctual prompt payment in full of (a) the principal of, Make-Whole Amount, if any, and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceedingwhen due, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding)upon maturity, and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) , of any and (b) any expenses, indemnities and other sums which may become due all of the Guaranteed Obligations to the holders or the Collateral Agent under the terms and provisions of the Notes, the Note Agreement, the Collateral Agreement or any other Note Document (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”)Creditors. The guaranty in the preceding sentence This is an absolute, present and continuing a guaranty of payment and not of collectability and is in no way conditional collection. If any or contingent upon any attempt to collect from the Company or any other guarantor all of the Notes or Guaranteed Obligations becomes due and payable hereunder, the Parent, unconditionally and irrevocably, promises to pay such indebtedness to the Administrative Agent and/or the other Guaranteed Obligations Creditors, or upon any other actionorder, occurrence or circumstance whatsoever. In the event that the Company shall fail to pay any of such Guaranteed Obligations, the Guarantor agrees to pay the same when due to the Collateral Agent and/or holders entitled thereto, without on demand, presentment, protest or notice of together with any kind, in lawful money of and all expenses which may be incurred by the United States of America, pursuant to the requirements for payment specified in the Notes, the Note Agreement, the Collateral Agreement Administrative Agent and the other Note DocumentsGuaranteed Creditors in collecting any of the Guaranteed Obligations. Each default If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations shall give rise to a separate cause and any of action hereunder the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower), then and separate suits may be brought hereunder as each cause of action arises. The Guarantor in such event the Parent agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Notes issued pursuant Parent, notwithstanding any revocation of this Parent Guaranty or other instrument evidencing any liability of the Borrower, and the Parent shall be and remain liable to the Note Agreement may (but need not) make reference aforesaid payees hereunder for the amount so repaid or recovered to this Guaranty Agreement. The Guarantor hereby acknowledges and agrees that the Guarantor’s liability hereunder is joint and several with same extent as if such amount had never originally been received by any other Person(s) who may guarantee the Guaranteed Obligationssuch payee.

Guaranty. The Each Guarantor hereby irrevocably and unconditionally guarantees to each holder, holder the due and punctual payment in full of (a) the principal of, Make-Whole Amount, if any, and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and ), (b) any expenses, indemnities and other sums which may become due to the holders or the Collateral Agent under the terms and provisions of the Notes, Notes or the Note Purchase Agreement and (c) the performance of all other obligations of the Company under the Note Purchase Agreement, the Collateral Agreement or any other Note Document (all such obligations described in clauses (a), (b) and (bc) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectability collectibility and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes or other Guaranteed Obligations or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed ObligationsObligations when due, the each Guarantor agrees to pay the same when due to the Collateral Agent and/or holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes, Notes and the Note Purchase Agreement, the Collateral Agreement and the other Note Documents. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. The Each Guarantor agrees that the Notes issued pursuant to in connection with the Note Purchase Agreement may (but need not) make reference to this Guaranty Agreement. The Each Guarantor agrees to pay all reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees of one special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holders, one local counsel in each applicable jurisdiction and/or one specialty counsel in each applicable specialty, for the holders, taken as a whole) incurred by the Purchasers and each other holder of a Note in connection with enforcing or defending (or determining whether or how to enforce or defend) the provisions of the Note Purchase Agreement, the Notes and this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees that the each Guarantor’s liability hereunder is joint and several with each other Guarantor and any other Person(s) who may guarantee the Guaranteed Obligationsobligations and Indebtedness under and in respect of the Notes and the Note Purchase Agreement.

Guaranty. The Guarantor hereby unconditionally and irrevocably and unconditionally -------- guarantees to HRP the prompt and complete payment and performance by the GranCare Companies (and each holderof them), when due (whether at stated maturity, by acceleration or otherwise), of the due Obligations. The Guarantor further agrees to pay any and punctual payment in full of (a) the principal of, Make-Whole Amount, if any, and interest on all expenses (including, without limitation, interest accruing after the filing all reasonable fees and disbursements of any petition counsel to HRP) which may be paid or incurred by HRP in bankruptcyenforcing, or the commencement obtaining advice of counsel in respect of, any insolvency, reorganization or like proceeding, whether or not of its rights under this Guaranty. This Guaranty is a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any expenses, indemnities and other sums which may become due to the holders or the Collateral Agent under the terms and provisions of the Notes, the Note Agreement, the Collateral Agreement or any other Note Document (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectability collectibility and is absolute and in no way conditional or contingent upon contingent. The Guarantor's liability hereunder is direct and unconditional and may be enforced after nonpayment or nonperformance by any attempt GranCare Company of any Obligation without requiring HRP to collect from the Company resort to any other Person (including without limitation such GranCare Company) or any other guarantor right, remedy or collateral. This Guaranty shall remain in full force and effect until the Obligations are paid in full. Notwithstanding the aggregate amount of the Notes Obligations at any time or other Guaranteed Obligations from time to time payable or upon any other actionto be payable by the GranCare Companies to HRP, occurrence or circumstance whatsoever. In the event that liability of the Company Guarantor to HRP under this Section 2 shall fail to pay any not exceed the --------- principal sum of Fifteen Million Dollars ($15,000,000) in the aggregate less amounts paid by the Guarantor hereunder in respect of such Guaranteed Obligationsprincipal sum; provided that whenever, the at any time, or from time to time, Guarantor agrees shall make any payment to pay the same when due to the Collateral Agent and/or holders entitled theretoHRP on account of its liability hereunder, without demand, presentment, protest or notice of any kind, it will notify HRP in lawful money of the United States of America, pursuant to the requirements writing that such payment is made under this Guaranty for payment specified in the Notes, the Note Agreement, the Collateral Agreement and the other Note Documents. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arisessuch purpose. The Guarantor agrees that the Notes issued pursuant Obligations may at any time and from time to time exceed the Note Agreement may amount of the liability of the Guarantor hereunder without impairing this Guaranty or affecting the rights and remedies of HRP hereunder. No payment or payments made by any GranCare Company or any other Person or received or collected by HRP from any GranCare Company or any other Person by virtue of any action or proceeding or any set-off or appropriation or application, at any time or from time to time, in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantor hereunder which shall, notwithstanding any such payment or payments, remain liable for the amount of the Obligations until the Obligations are paid in full (but need not) make reference to subject as provided in this Guaranty Agreement. The Guarantor hereby acknowledges and agrees that the Guarantor’s liability hereunder is joint and several with any other Person(s) who may guarantee the Guaranteed Obligationsparagraph).

Guaranty. The Each Guarantor hereby irrevocably irrevocably, unconditionally and unconditionally jointly and severally with the other Guarantors guarantees to each holderNoteholder, the due and punctual payment in full of (a) the principal of, Make-Whole Amount, Amount (if any), prepayment premium (if any) and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any expenses, indemnities and other sums which may become due to the holders or the Collateral Agent under the terms and provisions of the Notes, the Note Agreement, the Collateral Purchase Agreement or any other Note Finance Document executed in connection therewith (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectability collectibility and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes or (including, without limitation, any other Guaranteed Obligations Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, the each Guarantor agrees to pay the same when due to the Collateral Agent and/or holders Noteholders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes, Notes and the Note Purchase Agreement, the Collateral Agreement and the other Note Documents. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. The Each Guarantor agrees that the Notes issued pursuant to in connection with the Note Purchase Agreement may (but need not) make reference to this Guaranty Agreement. The Each Guarantor agrees to pay and to indemnify and save each Noteholder harmless from and against any damage, loss, cost or expense (including the reasonable fees and disbursements of any law firm or external counsel) which such Noteholder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor, by any other Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other Finance Document and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees that the such Guarantor’s liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the Guaranteed Obligationsobligations and Indebtedness under and in respect of the Notes and the Note Purchase Agreement.

Guaranty. The Guarantor In order to induce the Lenders to extend credit hereunder, (i) each of Parent and BRCL hereby irrevocably and unconditionally guarantees the Obligations of Canadian Hunter, and (ii) each of Parent and Canadian Hunter hereby irrevocably and unconditionally guarantees the Obligations of BRCL. Each Guarantor agrees that the Guaranteed Parties may make a claim under its guarantee immediately upon the occurrence of an Event of Default or at any time thereafter, but (other than in the case of an Event of Default in respect of either Borrower under Section 6.01(e) (except clause (i)(A) thereof)) following the making of a demand on the applicable Borrower for payment or performance, as applicable, without any obligation to each holder, first seek any other remedy or take any other action against such Borrower. Each Guarantor further agrees that the due and punctual payment of the Obligations may be extended or renewed, in full whole or in part, without notice to or further assent from it, and that it will remain bound upon its Guaranty hereunder notwithstanding any such extension or renewal of (a) any Obligation. Each and every default in payment of the principal of, Make-Whole Amountof and premium, if any, and or interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any expenses, indemnities and other sums which may become due to the holders or the Collateral Agent under the terms and provisions of the Notes, the Note Agreement, the Collateral Agreement or any other Note Document (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectability and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes or other Guaranteed Obligations or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail to pay any of such Guaranteed Obligations, the Guarantor agrees to pay the same when due to the Collateral Agent and/or holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes, the Note Agreement, the Collateral Agreement and the other Note Documents. Each default in payment of any of the Guaranteed Obligations Obligation shall give rise to a separate cause of action hereunder hereunder, and separate suits may be brought hereunder as each cause of action arises. Each Guarantor waives presentment to, demand of payment from and protest to the applicable Borrower of any of the Obligations of such Borrower, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of each Guarantor hereunder shall not be affected by (a) the failure of any Guaranteed Party to assert any claim or demand or to enforce any right or remedy against any Borrower or Parent under the provisions of this Agreement, any other Financing Document or otherwise; (b) any extension or renewal of any of the Obligations; (c) any rescission, waiver, amendment or modification of, or release from, any of the terms or provisions of this Agreement or any other Financing Document or agreement; (d) the failure or delay of any Guaranteed Party to exercise any right or remedy against any other guarantor of the Obligations; (e) the failure of any Guaranteed Party to assert any claim or demand or to enforce any remedy under any Financing Document, any guaranty or any other agreement or instrument; (f) any default, failure or delay, wilful or otherwise, in the performance of the Obligations; or (h) any other act, omission or delay to do any other act which may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity or which would impair or eliminate any right of any Guarantor to subrogation. Each Guarantor further agrees that its agreement hereunder constitutes a promise of payment when due (whether or not any bankruptcy or similar proceeding shall have stayed the Notes issued pursuant accrual or collection of any of the Obligations or operated as a discharge thereof) and not merely of collection, and waives any right to require that any resort be had by any Guaranteed Party to any balance of any deposit account or credit on the books of any Guaranteed Party in favor of the applicable Borrower or any other Person. The obligations of the Guarantors hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever, by reason of the invalidity, illegality or unenforceability of the Obligations, any impossibility in the performance of the Obligations or otherwise. Each Guarantor further agrees that its obligations hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by any Guaranteed Party upon the bankruptcy or reorganization of the applicable Borrower or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Guaranteed Party may have at law or in equity against any Guarantor by virtue hereof, upon the failure of the applicable Borrower to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, Parent and (a) BRCL (in the event such Obligation is due and payable by Canadian Hunter) or (b) Canadian Hunter (in the event such Obligation is due and payable by BRCL), hereby, in their respective capacity as Guarantor, promise to and will, upon receipt of written demand by the Administrative Agent, forthwith pay, or cause to be paid, to the Note Agreement may Administrative Agent for distribution to the Guaranteed Parties in cash an amount equal to the sum of (but need noti) the unpaid principal amount of such Obligations then due, (ii) accrued and unpaid interest and fees on such Obligations and (iii) all other monetary Obligations then due. Each Guarantor, as applicable, further agrees that if payment in respect of any Obligation shall be due in a currency other than Cdn. Dollars and/or at a place of payment other than Toronto, Ontario and if, by reason of any Change in Law, disruption of currency or foreign exchange markets, war or civil disturbance or similar event, payment of such Obligation in such currency or at such place of payment shall be impossible or, in the judgment of any Guaranteed Party, not consistent with the protection of its rights or interests, then, at the election of such Guaranteed Party, each Guarantor, as applicable, shall make payment of such Obligation in Cdn. Dollars (based upon the applicable Exchange Rate in effect on the date of payment) and/or in Xxxxxxx, Xxxxxxx, and shall indemnify such Guaranteed Party against any losses or expenses that it shall sustain as a result of such alternative payment. Upon payment in full by a Guarantor of any Obligation of the applicable Borrower, each Lender shall, in a reasonable manner, assign the amount of such Obligation owed to it and so paid to such Guarantor, such assignment to be pro tanto to the extent to which the Obligation in question was discharged by such Guarantor, or make such disposition thereof as such Guarantor, as applicable, shall direct (all without recourse to any Guaranteed Party and without any representation or warranty by any Guaranteed Party). Upon payment by any Guarantor of any sums as provided above, all rights of such Guarantor against the applicable Borrower arising as a result thereof by way of right of subrogation or otherwise shall in all respects be subordinated and junior in right of payment to the prior indefeasible payment in full of all the Obligations owed by such Borrower to the Guaranteed Parties. Nothing shall discharge or satisfy the liability of any Guarantor hereunder except the full performance and payment of the Obligations. Each reference herein to any Guaranteed Party shall be deemed to include their or its successors and assigns, in whose favor the provisions of this Guaranty Agreement. The Guarantor hereby acknowledges and agrees that the Guarantor’s liability hereunder is joint and several with any other Person(s) who may guarantee the Guaranteed Obligationsshall also inure.

Guaranty. The Guarantor hereby irrevocably In order to induce to now or hereafter make advances, loans, extend its credit to or enter into security agreement with EVERGOOD PRODUCTS CORPORATION, PHOENIX LABORATORIES, INC. and unconditionally guarantees to each holderGREAT EARTH DISTRIBUTION INC. (individually and collectively "Debtor") and knowing that Trefoil will rely upon this guaranty, the undersigned and each of them jointly and severally guarantee the due payment and punctual payment performance by said Debtor described in full of (a) the principal of, Make-Whole Amount, if any, and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcysaid financing agreement, or the commencement of in any insolvencysupplement thereto, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any expenses, indemnities and other sums which may become due to the holders or the Collateral Agent under the terms and provisions of the Notes, the Note Agreement, the Collateral Agreement or any other Note Document (transaction or agreement, as well as the due payment of all such other obligations described which said Debtor may at any time owe to Trefoil, however created; and the undersigned hereby indemnify Trefoil, and covenant to hold it harmless against all obligations, demands, losses or liabilities, by whomsoever asserted, suffered, incurred or paid by Trefoil as a result of, or in clauses (a) and (b) above are herein called any way arising out of, or following, or consequential to transactions under the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectability and is in no way conditional or contingent upon any attempt to collect from the Company aforesaid security agreement or any other guarantor agreement. This guaranty shall be absolute, continuing, unconditional, and unlimited. Trefoil shall be under no obligation to proceed first against the Debtor, or against any collateral security which Trefoil may hold, before proceeding against the undersigned hereunder. The undersigned agree that any collateral held as security by Trefoil, whether under an agreement with the Debtor, or pursuant to this guaranty, may be sold at public or private sale, and the undersigned further agree that Trefoil shall have the right to bid at such sale. The undersigned agree to indemnify and save Trefoil harmless for any costs and expenses that Trefoil shall have the right to bid at such sale. The undersigned agree to indemnify and save Trefoil whether under agreement with the Debtor or the undersigned, and they further agree to pay all attorneys fees agreed to by the Debtor, and the reasonable attorneys fees incurred in connection with enforcement of this guaranty agreement, which the parties shall be a sum equal to 15% of the Notes moneys due Trefoil upon placement of the claim with such attorney. The undersigned agree: that this guaranty shall not be impaired by any modification to which the parties to said security agreement may hereafter agree, nor by any modification, release or other Guaranteed Obligations or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail to pay any of such Guaranteed Obligations, the Guarantor agrees to pay the same when due to the Collateral Agent and/or holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes, the Note Agreement, the Collateral Agreement and the other Note Documents. Each default in payment alteration of any of the Guaranteed Obligations shall give rise obligations hereby guaranteed, or of any security therefor, or failure to a separate cause perfect and security interest, to all of action hereunder and separate suits may be brought hereunder as each cause of action arises. The Guarantor agrees which the undersigned hereby consent; that the Notes issued pursuant to the Note Agreement may (but need not) make reference to this Guaranty Agreement. The Guarantor hereby acknowledges and agrees that the Guarantor’s their liability hereunder is joint direct and several with unconditional and may be enforced without requiring Trefoil first to any other Person(s) who right, remedy or security; and that this guaranty shall continue in force until Secured Party shall receive 30 days prior written notice by registered mail revoking it only as to future transactions. The undersigned waive: notice of acceptance hereof, notice of adverse change in Debtor's financial condition; the right to a jury trial in any action hereunder; presentment and protest of any instrument and notice thereof; notice of default; and all other notices to which they might otherwise be entitled. As security, they hereby assign to Trefoil all claims of any nature which they, or any of them, may guarantee now or hereafter have against Debtor. All actions or proceedings arising directly or indirectly on account of this guaranty agreement shall be litigated only in courts having situs within the Guaranteed ObligationsState of New York and each guarantor for himself hereby consents to the jurisdiction of any Local, State or Federal Court located within the State of New York and each guarantor for himself waives personal service of any and all process upon him and consents that all such service of process be made by certified mail, return receipt requested directed to such guarantor at the address set forth below or the home address of such guarantor, if different, and service so made shall be deemed complete three days after the same shall be posted. This guaranty, all acts and transactions hereunder, and the rights and obligations of the parties hereto, shall be governed, construed and interpreted according to the laws of the State of New York. This guaranty cannot be changed or discharged orally, nor shall the same be terminated by death of any guarantor, in which event deceased guarantor's estate shall be bound by the obligations hereunder. Release of any guarantor, or the Debtor herein, shall not affect the obligations hereunder of the remaining guarantors.

Guaranty. The Guarantor hereby irrevocably and unconditionally guarantees to each holder, Holder the due and punctual payment in full of all of the following (the “Guaranteed Obligations”): (a) the all Revolver Obligations, including all principal of, Make-Whole Amount, if any, and interest on (including, without limitation, including interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due underunder or pursuant to, the Notes Loan Agreement and/or Revolver Note when and as the same shall become due and payable (whether at stated maturity or maturity, by required or optional prepayment or prepayment, by acceleration or otherwise) ); and (b) any all fees, expenses, indemnities and other sums which may become due to the holders Holder or the Collateral Agent under or pursuant to the terms and provisions of the NotesRevolver Note, the Note Loan Agreement, the Collateral Agency Agreement or any other Note Document (all such obligations described in clauses (aRevolver Document. The Guarantor’s liability hereunder is joint and several with any other Person(s) and (b) above are herein called the “who may guarantee any Guaranteed Obligations”). The guaranty in the preceding sentence paragraph is an absolute, present and continuing guaranty of payment and not of collectability and is in no way conditional or contingent upon on any attempt to collect from the Company or any other guarantor of the Notes or other Obligor any Guaranteed Obligations or upon on any other action, occurrence or circumstance whatsoever. In the event that If the Company shall fail fails to pay any of such Guaranteed Obligations, the Guarantor agrees to pay the same when due to the Collateral Agent and/or holders Holder entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes, the Note Agreement, the Collateral Agreement and the other Note relevant Revolver Documents. Each default in payment of any of the Guaranteed Obligations shall will give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. The Guarantor agrees that the Notes issued pursuant to the Revolver Note Agreement may (but need not) make reference to this Guaranty Agreement. The Guarantor hereby acknowledges and agrees that the Guarantor’s liability hereunder is joint and several with any other Person(s) who may guarantee the Guaranteed Obligations.

Guaranty. The Each Subsidiary Guarantor hereby irrevocably irrevocably, unconditionally and unconditionally jointly and severally with the other Subsidiary Guarantors guarantees to each holder, the due and punctual payment in full of (a) the principal of, Make-Whole Amount, if any, Modified Make-Whole Amount, if any, and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any expenses, indemnities and other sums which may become due to the holders or the Collateral Agent under the terms and provisions of the Notes, the Note Agreement, the Collateral Agreement or any other Note Document instrument referred to therein (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectability collectibility and is in no way conditional or contingent upon any attempt to collect from the Company Obligors or any other guarantor of the Notes or (including, without limitation, any other Guaranteed Obligations Subsidiary Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, the each Subsidiary Guarantor agrees to pay the same when due to the Collateral Agent and/or holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of Americacurrency in which such Guaranteed Obligations are payable under the Note Agreement, pursuant to the requirements for payment specified in the Notes, Notes and the Note Agreement, the Collateral Agreement and the other Note Documents. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. The Each Subsidiary Guarantor agrees that the Notes issued pursuant to in connection with the Note Agreement may (but need not) make reference to this Subsidiary Guaranty Agreement. The Each Subsidiary Guarantor agrees to pay and to indemnify and save each holder harmless from and against any damage, loss, cost or expense (including attorneys’ fees) which such holder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Subsidiary Guarantor, by any other Subsidiary Guarantor or by the Obligors of any warranty, covenant, term or condition in, or the occurrence of any default under, this Subsidiary Guaranty Agreement, the Notes, the Note Agreement or any other instrument referred to therein, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Subsidiary Guaranty Agreement, the Notes, the Note Agreement or any other instrument referred to therein and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Subsidiary Guaranty Agreement. Each Subsidiary Guarantor hereby acknowledges and agrees that the such Subsidiary Guarantor’s liability hereunder is joint and several with the other Subsidiary Guarantors and any other Person(s) who may guarantee the Guaranteed Obligationsobligations and Indebtedness under and in respect of the Notes and the Note Agreement.

Guaranty. The Each Guarantor hereby irrevocably irrevocably, unconditionally and unconditionally jointly and severally with the other Guarantors guarantees to each holder, the due and punctual payment in full of (a) the principal of, Make-Whole Amount, if any, Net Loss, if any, and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any expenses, indemnities and other sums which may become due to the holders or the Collateral Agent under the terms and provisions of the Notes, the Note Agreement, the Collateral Agreement or any other Note Document instrument referred to therein, (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectability collectibility and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes or (including, without limitation, any other Guaranteed Obligations Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, the each Guarantor agrees to pay the same when due to the Collateral Agent and/or holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money the applicable currency of the United States of Americaobligation, pursuant to the requirements for payment specified in the Notes, Notes and the Note Agreement, the Collateral Agreement and the other Note Documents. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. The Each Guarantor agrees that the Notes issued pursuant to in connection with the Note Agreement may (but need not) make reference to this Guaranty Agreement. The Each Guarantor agrees to pay and to indemnify and save each holder harmless from and against any damage, loss, cost or expense (including attorneys’ fees) which such holder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor, by any other Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes, the Note Agreement or any other instrument referred to therein, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the Note Agreement or any other instrument referred to therein and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees that the such Guarantor’s liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the Guaranteed Obligationsobligations and Indebtedness under and in respect of the Notes and the Note Agreement.

Guaranty. The In consideration of the benefit derived or to be derived by it therefrom, as to the Master Lease, from and after the Commencement Date thereof, Guarantor hereby unconditionally and irrevocably guarantees, as a primary obligor and unconditionally guarantees to each holdernot merely as a surety, the due and punctual payment in full of (ai) the principal of, Make-Whole Amount, if anypayment when due of all Rent and all other sums payable by Tenant under the Master Lease, and interest on (ii) the faithful and prompt performance when due of each and every one of the terms, conditions and covenants to be kept and performed by Tenant under the Master Lease, including, without limitation, all indemnification obligations, insurance obligations, and all obligations to operate, rebuild, restore or replace any facilities or improvements now or hereafter located on the Leased Property covered by the Master Lease, in each case under clauses (i) and (ii), including (x) amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Reform Act of 1978 (11 U.S.C. § 101, et seq.), as amended, reformed or modified from time to time and any rules or regulations issued from time to time thereunder or similar laws, and (y) any late charges and interest provided for under the Master Lease (including interest accruing after during the filing pendency of any petition in bankruptcy, or the commencement of any insolvency, reorganization receivership or like other similar proceeding, whether or not a claim for post-filing or post-petition such interest is allowed or allowable in such proceeding), and any other amounts due under) (collectively, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any expenses, indemnities and other sums which may become due to the holders or the Collateral Agent under the terms and provisions of the Notes, the Note Agreement, the Collateral Agreement or any other Note Document (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty In the event of the failure of Tenant to pay any such Rent or other sums, or to render any other performance required of Tenant under the Master Lease, when due or within any applicable cure period, Guarantor shall forthwith perform or cause to be performed all provisions of the Master Lease to be performed by Tenant thereunder, and pay all reasonable costs of collection or enforcement and other damages that may result from the non-performance thereof to the full extent provided under the Master Lease. As to the Obligations, Guarantor’s liability under this Guaranty is without limit except as provided in the preceding sentence is an absolute, present Section 12 and continuing guaranty 13 hereof. Guarantor agrees that its guarantee provided herein constitutes a guarantee of payment and performance when due and not of collectability and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes or other Guaranteed Obligations or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail to pay any of such Guaranteed Obligations, the Guarantor agrees to pay the same when due to the Collateral Agent and/or holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes, the Note Agreement, the Collateral Agreement and the other Note Documents. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. The Guarantor agrees that the Notes issued pursuant to the Note Agreement may (but need not) make reference to this Guaranty Agreement. The Guarantor hereby acknowledges and agrees that the Guarantor’s liability hereunder is joint and several with any other Person(s) who may guarantee the Guaranteed Obligationscollection.

Guaranty. The Subject to the provisions hereof, Guarantor hereby irrevocably irrevocably, absolutely and unconditionally guarantees to each holder, the due and punctual timely payment in full of (a) the principal of, Make-Whole Amount, if any, and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall all financial obligations which become due and payable by Debtor to Creditor under or in connection with the Contract (whether at stated maturity collectively, "Obligations" and individually, an "Obligation") such that, if Debtor fails, neglects or refuses to perform any Obligation, Guarantor shall make such payment within ten business days after Guarantor receives written notice thereof. Notwithstanding the foregoing, as to any Obligation which Guarantor is called upon to pay or cause payment to be made, Guarantor reserves to itself the right to assert any and all defenses under the Contract which Debtor could assert against Creditor with respect to such Obligation; provided, however, that such reservation shall not include any legal or equitable discharge or defense of a guarantor or surety arising out of any of the events described in Section 2 or Section 3 hereof. The guarantee of Guarantor pursuant to this Section 1 is limited to 50 percent of the Obligations; provided, however, that in no event shall the maximum aggregate liability of Guarantor under this Guaranty exceed $10,000,000 (the "Guaranty Cap Amount") plus any amounts owed for collecting or enforcing this Guaranty pursuant to the next sentence hereof; provided further, that Guarantor's obligations hereunder are separate and independent obligations from those of Peoples under Peoples' Guaranty of even date herewith and neither Guarantor nor Peoples shall be liable for the obligations of the other under their respective guaranties by required or optional prepayment or by acceleration reason of joint and several liability or otherwise) . In addition to Guarantor's liability for the Obligations set forth herein, Guarantor agrees to pay to Creditor such further amounts as shall be sufficient to cover the costs of collecting or enforcing this Guaranty (including reasonable fees, expenses and (b) any expenses, indemnities and other sums which may become due to the holders or the Collateral Agent under the terms and provisions disbursements of the Notes, the Note Agreement, the Collateral Agreement or any other Note Document (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”counsel). The guaranty in the preceding sentence This Guaranty is an absolute, present and continuing a guaranty of payment and not of collectability and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes or other Guaranteed Obligations or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail to pay any of such Guaranteed Obligations, the Guarantor agrees to pay the same when due to the Collateral Agent and/or holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes, the Note Agreement, the Collateral Agreement and the other Note Documents. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. The Guarantor agrees that the Notes issued pursuant to the Note Agreement may (but need not) make reference to this Guaranty Agreement. The Guarantor hereby acknowledges and agrees that the Guarantor’s liability hereunder is joint and several with any other Person(s) who may guarantee the Guaranteed Obligationscollection.

Guaranty. The Guarantor hereby irrevocably and unconditionally guarantees to each holderthe payment when due of any and all indebtedness and the satisfaction and performance when required of all covenants, obligations and liabilities (collectively, the due "Obligations and punctual payment in full of (aLiabilities") the principal of, Make-Whole Amount, if any, and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any expenses, indemnities and other sums which may become due to the holders or the Collateral Agent under the terms and provisions of the Notes, the Note Company under this Agreement, the Collateral Agreement . If any or any other Note Document (all such obligations described in clauses (a) Obligations and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty Liabilities of payment and not of collectability and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of hereunder are not timely satisfied by the Notes or other Guaranteed Obligations or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail to pay any of such Guaranteed ObligationsCompany, the Guarantor agrees unconditionally promises to perform or cause to be performed such Obligations and Liabilities to RMST or to pay the same when due to the Collateral Agent and/or holders entitled theretoRMST, without demand, presentment, protest or notice deduction of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the NotesStates, the Note Agreement, the Collateral Agreement and the other Note Documents. Each default in payment of any amount of the Guaranteed Obligations Obligation and Liability if the same shall give rise to be monetary in nature. The Guarantor acknowledges that a separate cause of action hereunder and separate suits or actions may be brought hereunder as each cause of and prosecuted against him/her/them whether or not action arisesis brought against the Company and whether or not the Company is joined in any such separate action or actions. The Guarantor agrees that authorizes RMST, without notice or demand (except as shall be required by applicable law providing the Notes issued pursuant same cannot be waived), and without affecting or impairing the liability of the Guarantor under this Section, from time to time in accordance with this Agreement or by mutual agreement with the Note Agreement may (but need not) make reference Company, to renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of, any indebtedness of the Company or to modify the terms and time for performance of any or all Obligations and Liabilities under this Guaranty Agreement. The Guarantor hereby acknowledges and agrees that waives notice of dishonor, notice of acceptance, any right to require RMST to proceed against the Guarantor’s liability hereunder is joint and several with Company, or to pursue any other Person(s) who may guarantee remedy in RMST's power whatsoever. Until all of the Guaranteed ObligationsObligations and Liabilities shall have been fully performed, and until all periods under applicable law to contest preferential or fraudulent payments have expired, Guarantor waives all rights of contribution and subrogation from the Company.

Guaranty. The Guarantor hereby absolutely, unconditionally and irrevocably and unconditionally guarantees to the Beneficiary, for the benefit of the Beneficiary the performance of each holderand every obligation of the Developer under the LDDA, as modified or amended in accordance with its terms, with respect to the due and punctual payment in full development of the Project. Without limiting the generality of the foregoing, Guarantor guarantees that (a) the principal ofProject shall be constructed and completed in accordance with the Final Construction Plans approved by the City, Make-Whole Amountas modified or amended in accordance with the terms of the LDDA, if any, and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any expensesconstruction of the Project shall be commenced and completed within the time limits set forth in the LDDA, indemnities and other sums which may become due to the holders as modified or the Collateral Agent under amended in accordance with the terms and provisions of the NotesLDDA, the Note Agreement, the Collateral Agreement or any other Note Document (all such obligations described in clauses (a) and (bc) above are herein called the “Guaranteed Obligations”). The guaranty in Property and the preceding sentence is an absolute, present Improvements shall be and continuing guaranty of payment remain free and not of collectability and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes or other Guaranteed Obligations or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail to pay any of such Guaranteed Obligations, the Guarantor agrees to pay the same when due to the Collateral Agent and/or holders entitled thereto, without demand, presentment, protest or notice clear of any kindand all mechanics’ and materialmen’s liens of persons or entities furnishing materials, labor or services in lawful money of constructing or completing the United States of America, pursuant to the requirements for payment specified in the Notes, the Note Agreement, the Collateral Agreement and the other Note DocumentsImprovements. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. The Guarantor agrees that Beneficiary shall be entitled to exercise against Guarantor all rights and remedies available to Beneficiary against the Notes issued pursuant Developer under the LDDA, provided, however, that notwithstanding anything to the Note Agreement may contrary herein, Guarantor’s obligations under the LDDA, including the obligations under this Guaranty, shall automatically and completely terminate following: (but need notA) make reference the issuance of the Certificate of Completion for the Project as described in the LDDA, except to the extent of: (1) any Deferred Items; and (2) any claims made by Beneficiary against Guarantor under this Guaranty Agreementprior to the issuance of the Certificate of Completion; and (B) delivery to the City of a copy of the final as-built plans for the Improvements. The Guarantor hereby acknowledges that if it fails to perform its obligations promptly under this Guaranty, the Beneficiary has the option, without any obligation to do so, and agrees without affecting the liability of the Guarantor hereunder, to proceed to complete the Project or cause the completion of the Project; provided, however, that before proceeding to complete the Guarantor’s liability hereunder is joint and several with any other Person(s) who may guarantee Project, Guarantor shall be given prior written notice allowing Guarantor the Guaranteed Obligations.ability for a period of thirty

Guaranty. The Each Guarantor hereby irrevocably irrevocably, unconditionally and unconditionally jointly and severally with the other Guarantors guarantees to each holder, holder the due and punctual payment in full of (a) the principal of, Make-Whole Amount, if any, and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any expenses, indemnities and other sums which may become due to the holders or the Collateral Agent under the terms and provisions of the Notes, Notes or the Note Agreement, the Collateral Purchase Agreement or any other Note Document (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectability collectibility and is in no way conditional or contingent upon any attempt to collect from the Company Issuer or any other guarantor of the Notes or (including, without limitation, any other Guaranteed Obligations Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company Issuer shall fail so to pay any of such Guaranteed ObligationsObligations when due, the each Guarantor agrees to pay the same when due to the Collateral Agent and/or holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes, Notes and the Note Purchase Agreement, the Collateral Agreement and the other Note Documents. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. The Each Guarantor agrees that the Notes issued pursuant to in connection with the Note Purchase Agreement may (but need not) make reference to this Guaranty Agreement. The Each Guarantor agrees to pay and to indemnify and save each holder harmless from and against any loss, cost or expense (including attorneys’ fees) which such holder may incur as a result of (x) any breach by such Guarantor, by any other Guarantor or by the Issuer or the Parent of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes or the Note Purchase Agreement, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes or the Note Purchase Agreement and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement; provided that the foregoing indemnity obligations shall not expand the scope of the Guaranteed Obligations hereunder; provided further that, for the avoidance of doubt, the scope of costs and expenses covered by this sentence shall be no more than the costs and expenses reimbursable under the Note Purchase Agreement. Each Guarantor hereby acknowledges and agrees that the such Guarantor’s liability hereunder is joint and several with each other Guarantor and any other Person(s) who may guarantee the obligations and Indebtedness under and in respect of the Notes and the Note Purchase Agreement. Notwithstanding the foregoing provisions or any other provision of this Guaranty Agreement, if at any time the Guaranteed Obligations.Obligations exceed the Maximum Guaranteed Amount determined as

Guaranty. The Guarantor In order to induce QCTAP to accept Agent POs, Buyer hereby unconditionally and irrevocably guarantees the prompt and unconditionally guarantees complete performance and payment of all obligations of the Agents under this Agreement. If any Agent fails to each holderperform any of its obligations in accordance with this Agreement, the due and punctual payment in full of (a) the principal of, Make-Whole Amount, if any, and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim Buyer shall immediately pay for post-filing or post-petition interest is allowed in such proceeding), and any other all amounts due under, the Notes when from any such Agent and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any expenses, indemnities and other sums which may become due to the holders or the Collateral Agent otherwise perform all of such Agent’s obligations under the terms and provisions of the Notes, the Note this Agreement, the Collateral Agreement or any other Note Document (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty set forth in the preceding sentence this Section is absolute and unconditional. This is an absolute, present and continuing absolute guaranty of payment and performance and not a guaranty of collectability collection. The obligations hereunder are independent of the obligations of any Agent, and a separate action or actions may be brought against Buyer whether or not action is brought against any such Agent or whether or not any such Agent may be joined in no way conditional any such action. With respect to this Section 21 (Buyer’s Agent), Buyer waives any right to require QCTAP to (a) proceed against any Agent or contingent upon any attempt to collect from the Company other person; or (b) pursue any other guarantor remedy in QCTAP’s power whatsoever. The liability of Buyer under this Section shall not be deemed to be waived, released, discharged, impaired or effected by any alteration, amendment, acceleration, extension, modification, waiver or change of the Notes amount of time or other Guaranteed Obligations manner of payment or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail to pay any of such Guaranteed Obligations, the Guarantor agrees to pay the same when due to the Collateral Agent and/or holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes, the Note Agreement, the Collateral Agreement and the other Note Documents. Each default in payment performance of any of the Guaranteed Obligations obligations of any Agent. Buyer waives any defense of any Agent or by reason of the cessation from any cause whatsoever of the liability of any such Agent. Buyer waives any setoff, defense or counterclaim that any Agent may have against QCTAP. Buyer waives any defense arising out of the absence, impairment or loss of any right of reimbursement or subrogation or any other rights against any Agent. Buyer waives all presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor, and notices of acceptance of the guaranty set forth in this Section and of the existence, creation, or incurring of new or additional indebtedness. QCTAP shall give rise have the right to a separate cause insist on and receive reasonable assurance of action hereunder payment from any Agent in the manner as provided in Section 7; and separate suits may all Agent’s POs must be brought hereunder as each cause in accordance with the terms and conditions of action arises. The Guarantor agrees that the Notes issued pursuant to the Note Agreement may (but need not) make reference to this Guaranty Agreement. The Guarantor In addition, each Agent PO must contain the following language: “This purchase order is being submitted in accordance with the terms and conditions of that certain Component Supply Agreement, dated February 28, 2001, between QUALCOMM CDMA Technologies Asia-Pacific PTE LTD and Axesstel Incorporated, and the undersigned hereby acknowledges agrees to be bound by the terms and agrees that the Guarantor’s liability hereunder is joint and several with any other Person(s) who may guarantee the Guaranteed Obligationsconditions of said agreement.”

Guaranty. The Each Guarantor hereby unconditionally and irrevocably and unconditionally guarantees to the Administrative Agent, each holderLender, each Swing Line Lender, each L/C Issuer and each other Person from time to time holding or owed payment with respect to the Guaranteed Obligations (collectively, the due “Guarantee Beneficiaries”) the full and prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of the Guaranteed Obligations and the punctual performance of all of the terms contained in the Loan Documents. This Guaranty is a guaranty of payment and performance and is not merely a guaranty of collection. As used herein, the term “Guaranteed Obligations” means any and all existing and future Obligations which may be payable by the Borrowers to the Guarantee Beneficiaries under the Credit Agreement and any other Loan Document (and, in full each case, including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by any Guarantee Beneficiary in connection with the collection or enforcement thereof (in each case, to the extent required to be paid under the Credit Agreement)). Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any such indebtedness, obligations, and liabilities which may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against any Guarantor, any Borrower or any other guarantor under any Debtor Relief Law, and shall include interest that accrues after the commencement by or against any Borrower of any proceeding under any Debtor Relief Laws. Anything contained herein to the contrary notwithstanding, the obligations of any individual Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state law. Without limiting the generality of the foregoing unconditional guarantee, for the avoidance of doubt, this Guaranty shall in no manner be released, discharged or otherwise affected or limited by (a) the principal any waiver, modification or amendment of, Make-Whole Amountor supplement to, if anyany documentation governing the Guarantee Obligations, including the Credit Agreement and interest on (includingthe other Loan Documents, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any expenses, indemnities and other sums which may become due to the holders or the Collateral Agent under the terms and provisions of the Notes, the Note Agreement, the Collateral Agreement or any other Note Document (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty change in the preceding sentence is an absolutecorporate existence, present and continuing guaranty structure or ownership of payment and not of collectability and is in no way conditional or contingent upon (x) any attempt to collect from the Company Borrower, any Guarantor or any other guarantor of the Notes or other Guaranteed Obligations or upon (y) any Guarantee Beneficiary, (c) the existence of any claim, set-off or other rights which any Guarantor may have at any time against any Borrower, any Guarantee Beneficiary or any other actionentity, occurrence whether in connection with the Loan Documents or circumstance whatsoever. In with unrelated transactions; provided, that this clause (c) shall not prevent the event that the Company shall fail to pay any assertion of such Guaranteed Obligationsclaim by separate suit or in a compulsory counterclaim, the Guarantor agrees (d) any invalidity or unenforceability relating to pay the same when due or against any Borrower for any reason relating to the Collateral Agent and/or holders entitled theretoLoan Documents or any other provision of applicable law or regulation purporting to prohibit the payment by any Borrower, without demand, presentment, protest any Guarantor or notice any other guarantor of any kind, in lawful money of the United States of America, pursuant Guaranteed Obligations or (e) any other act or omission to the requirements for payment specified in the Notes, the Note Agreement, the Collateral Agreement and the other Note Documents. Each default in payment act or delay of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. The Guarantor agrees that the Notes issued pursuant to the Note Agreement may (but need not) make reference to this Guaranty Agreement. The Guarantor hereby acknowledges and agrees that the Guarantor’s liability hereunder is joint and several with kind by any Borrower, any Guarantee Beneficiary or any other Person(s) who may guarantee the Guaranteed Obligationsperson.

Guaranty. The Guarantor hereby unconditionally and irrevocably and unconditionally guarantees to the Administrative Agent, each holderLender, each Swing Line Lender, each L/C Issuer and each other Person from time to time holding or owed payment with respect to the Guaranteed Obligations (collectively, the due and punctual payment in full of (a“Guarantee Beneficiaries”) the principal offull and prompt payment when due, Make-Whole Amount, if any, and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or maturity, by required or optional prepayment or by acceleration prepayment, upon acceleration, demand or otherwise) , and (b) any expensesat all times thereafter, indemnities of the Guaranteed Obligations and other sums which may become due to the holders or the Collateral Agent under punctual performance of all of the terms and provisions of the Notes, the Note Agreement, the Collateral Agreement or any other Note Document (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty contained in the preceding sentence Loan Documents. This Guaranty is an absolute, present and continuing a guaranty of payment and not of collectability performance and is not merely a guaranty of collection. As used herein, the term “Guaranteed Obligations” means any and all existing and future Obligations which may be payable by the Borrowers to the Guarantee Beneficiaries under the Credit Agreement and any other Loan Document (and, in no way conditional each case, including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by any Guarantee Beneficiary in connection with the collection or contingent upon enforcement thereof (in each case, to the extent required to be paid under the Credit Agreement)). Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any attempt to collect from such indebtedness, obligations, and liabilities which may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Company Guarantor, any Borrower or any other guarantor of the Notes or other Guaranteed Obligations under any Debtor Relief Law, and shall include interest that accrues after the commencement by or upon against any other actionBorrower of any proceeding under any Debtor Relief Laws. Without limiting the generality of the foregoing unconditional guarantee, occurrence for the avoidance of doubt, this Guaranty shall in no manner be released, discharged or circumstance whatsoever. In otherwise affected or limited by (a) any waiver, modification or amendment of, or supplement to, any documentation governing the event that the Company shall fail to pay any of such Guaranteed Guarantee Obligations, including the Guarantor agrees to pay the same when due to the Collateral Agent and/or holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes, the Note Agreement, the Collateral Credit Agreement and the other Note Loan Documents. Each default , (b) any change in payment the corporate existence, structure or ownership of (x) any Borrower or any guarantor of the Guaranteed Obligations or (y) any Guarantee Beneficiary, (c) the existence of any claim, set-off or other rights which the Guarantor may have at any time against any Borrower, any Guarantee Beneficiary or any other entity, whether in connection with the Loan Documents or with unrelated transactions; provided, that this clause (c) shall give rise not prevent the assertion of such claim by separate suit or in a compulsory counterclaim, (d) any invalidity or unenforceability relating to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. The Guarantor agrees that the Notes issued pursuant or against any Borrower for any reason relating to the Note Agreement may (but need not) make reference to this Guaranty Agreement. The Guarantor hereby acknowledges and agrees that the Guarantor’s liability hereunder is joint and several with Loan Documents or any other Person(sprovision of applicable law or regulation purporting to prohibit the payment by any Borrower or any other guarantor of any Guaranteed Obligations or (e) who may guarantee the Guaranteed Obligationsany other act or omission to act or delay of any kind by any Borrower, any Guarantee Beneficiary or any other person.

Guaranty. The Guarantor Guarantor, jointly and severally, hereby unconditionally and irrevocably guaranties to the Lender the full payment and unconditionally guarantees to each holderperformance, the due and punctual payment in full of (a) the principal ofwhen due, Make-Whole Amount, if any, and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) , of all indebtedness, liabilities, and (b) any expenses, indemnities and other sums which may become due obligations of Borrower to the holders Lender of any kind and description (collectively, the “Indebtedness”) under and pursuant to the Note or the Collateral Agent under the terms and provisions any of the Notes, other documents evidencing or securing the Note Agreement, the Collateral Agreement or any other Note Document Loan (all such obligations described in clauses (a) and (b) above are herein called collectively the “Guaranteed ObligationsLoan Documents”). The guaranty of the Guarantor as set forth in the preceding sentence this section is an absolute, present continuing, primary, and continuing unconditional guaranty of payment and not of collectability collection. If a claim is ever made upon the Lender for the repayment or recovery of any amount or amounts received by the Lender in payment of any of the Indebtedness and is in no way conditional the Lender repays all or contingent upon part of such amount by reason of (a) any attempt to collect from judgment, decree, or order of any court or administrative body having jurisdiction over the Company Lender or any other guarantor of its property, or (b) any settlement or compromise of any such claim effected by the Notes or other Guaranteed Obligations or upon Lender with any other actionsuch claimant, occurrence or circumstance whatsoever. In including the Borrower, then in such event that the Company shall fail to pay any of such Guaranteed Obligations, the Guarantor agrees that any such judgment, decree, order, settlement, or compromise shall be binding upon the Guarantor, notwithstanding any revocation hereof or the cancellation of the Note or other instrument evidencing any of the Indebtedness, and the Guarantor shall be and remain obligated to pay the Lender hereunder for the amount so repaid or recovered to the same when due extent as if such amount had never originally been received by the Lender, such amount to be included in the term “Indebtedness.” This Guaranty may be enforced by the Lender against the Guarantor without the necessity at any time of the Lender’s (a) having recourse against Borrower on the Note, or (b) exercising any other rights available to it under the Note or other Loan Documents. The Guarantor on demand shall pay to the Collateral Agent and/or holders entitled thereto, without demand, presentment, protest or notice of any kindLender in immediately available funds, in lawful money of the United States of America, pursuant any sum or sums due to the requirements for payment specified in the Notes, the Note Agreement, the Collateral Agreement and the other Note Documents. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. The Guarantor agrees that the Notes issued pursuant to the Note Agreement may (but need not) make reference to this Guaranty Agreement. The Guarantor hereby acknowledges and agrees that the Guarantor’s liability hereunder is joint and several with any other Person(s) who may guarantee the Guaranteed ObligationsLender hereunder.

Guaranty. The Guarantor hereby unconditionally and irrevocably and unconditionally guarantees to HRP the prompt and complete payment and performance by the GranCare Companies (and each holderof them), when due (whether at stated maturity, by acceleration or otherwise), of the due Obligations. The Guarantor further agrees to pay any and punctual payment in full of (a) the principal of, Make-Whole Amount, if any, and interest on all expenses (including, without limitation, interest accruing after the filing all reasonable fees and disbursements of any petition counsel to HRP) which may be paid or incurred by HRP in bankruptcyenforcing, or the commencement obtaining advice of counsel in respect of, any insolvency, reorganization or like proceeding, whether or not of its rights under this Guaranty. This Guaranty is a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any expenses, indemnities and other sums which may become due to the holders or the Collateral Agent under the terms and provisions of the Notes, the Note Agreement, the Collateral Agreement or any other Note Document (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectability collectibility and is absolute and in no way conditional or contingent upon contingent. The Guarantor's liability hereunder is direct and unconditional and may be enforced after nonpayment or nonperformance by any attempt GranCare Company of any Obligation without requiring HRP to collect from the Company resort to any other Person (including without limitation such GranCare Company) or any other guarantor right, remedy or collateral. This Guaranty shall remain in full force and effect until the Obligations are paid in full. Notwithstanding the aggregate amount of the Notes Obligations at any time or other Guaranteed Obligations from time to time payable or upon any other actionto be payable by the GranCare Companies to HRP, occurrence or circumstance whatsoever. In the event that liability of the Company Guarantor to HRP under this Section 2 shall fail to pay any not exceed the principal sum of Fifteen Million Dollars ($15,000,000) in the aggregate less amounts paid by the Guarantor hereunder in respect of such Guaranteed Obligationsprincipal sum; provided that whenever, the at any time, or from time to time, Guarantor agrees shall make any payment to pay the same when due to the Collateral Agent and/or holders entitled theretoHRP on account of its liability hereunder, without demand, presentment, protest or notice of any kind, it will notify HRP in lawful money of the United States of America, pursuant to the requirements writing that such payment is made under this Guaranty for payment specified in the Notes, the Note Agreement, the Collateral Agreement and the other Note Documents. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arisessuch purpose. The Guarantor agrees that the Notes issued pursuant Obligations may at any time and from time to time exceed the Note Agreement may amount of the liability of the Guarantor hereunder without impairing this Guaranty or affecting the rights and remedies of HRP hereunder. No payment or payments made by any GranCare Company or any other Person or received or collected by HRP from any GranCare Company or any other Person by virtue of any action or proceeding or any set-off or appropriation or application, at any time or from time to time, in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantor hereunder which shall, notwithstanding any such payment or payments, remain liable for the amount of the Obligations until the Obligations are paid in full (but need not) make reference to subject as provided in this Guaranty Agreement. The Guarantor hereby acknowledges and agrees that the Guarantor’s liability hereunder is joint and several with any other Person(s) who may guarantee the Guaranteed Obligationsparagraph).

Guaranty. The In consideration of Hess Tioga Gas Plant LLC (“Beneficiary”) agreeing at the request of Xxxx Corporation, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000 (“Guarantor”) to enter into and execute that certain Gas Processing and Fractionation Agreement, dated , 2014 (the “Agreement”) with Hess Trading Corporation, a Delaware Corporation (“Obligor”), Guarantor does hereby guarantee to Beneficiary, irrevocably and unconditionally, except as set forth in this Guaranty, the payment, upon Beneficiary’s demand, by Obligor of all obligations of Obligor to Beneficiary under the Agreement, whether now in existence or hereafter arising (the “Guaranteed Obligation”). Guarantor hereby irrevocably waives notice of acceptance of this Guaranty and unconditionally guarantees to each holder, the due and punctual payment in full of (a) the principal of, Make-Whole Amount, if any, and interest on (including, without limitation, interest accruing after the filing notice of any petition obligation to which it may apply, and, except as provided in bankruptcythis Guaranty, waives presentment, demand for payment, protest, notice of dishonor, non-payment or non-performance of any such obligation, suit or the commencement taking of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding)other action by Beneficiary against, and any other amounts due undernotice to, Obligor, Guarantor or others. Beneficiary may at any time and from time to time without notice or consent of Guarantor (a) agree with Obligor to make any change in, or amend, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and terms of any Guaranteed Obligation, (b) take or fail to take any expensesaction in respect of any security for any Guaranteed Obligation, indemnities (c) exercise or refrain from exercising any rights against Obligor or others under the Agreement, or (d) compromise or subordinate any Guaranteed Obligation, including any security therefor, with the assurance that the obligation of Guarantor to Beneficiary will not be impaired or compromised beyond that which is ultimately agreed to between Beneficiary and other sums Obligor. This guaranty shall continue in full force and effect until the date of termination of the Guaranteed Obligation. It is understood, however, that notwithstanding any such expiration or termination taking effect, this Guaranty shall continue in full force and effect with respect to any Guaranteed Obligation guaranteed hereunder which have been incurred, arise or otherwise relate to any period prior to such expiration or termination becoming effective. Guarantor further agrees that this Guaranty shall continue to be effective or be reinstated, as the case may become be, if at any time the payment, or any part thereof, of any Guaranteed Obligation is rescinded or must otherwise be reinstated or returned due to the holders bankruptcy or the Collateral Agent under the terms and provisions of the Notes, the Note Agreement, the Collateral Agreement insolvency laws or any other Note Document (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”)otherwise. The guaranty in the preceding sentence This Guaranty is an absolute, present and continuing guaranty one of payment and not one of collectability collection. Beneficiary may make written demand directly on Guarantor for such payment upon default by Obligor of any Guaranteed Obligation. In addition, Guarantor, upon demand, will reimburse Beneficiary for reasonable attorney fees necessarily incurred by Beneficiary in collection of payments or enforcement of performance hereunder. Except as to applicable statutes of limitation, delay by Beneficiary in making demand will not alter Guarantor’s obligation under this Guaranty and is Beneficiary will not be required to exhaust any remedies it may have against Obligor. Notices and demands are to be made (i) via personal delivery, express courier or certified mail, postage prepaid and return receipt requested, with such method of delivery effective upon receipt, or (ii) via electronic mail, with such method of delivery effective upon confirmation of receipt (but only if followed by transmittal by personal delivery or express courier for delivery on the next business day). Any notice to Guarantor or demand on Guarantor must be made to the following address, to the attention of Vice President, Chief Risk Officer: Xxxx Corporation, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000, XxxxXxxxx@xxxx.xxx. TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**). THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN CONFORMITY WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY CONFLICT OF LAWS DOCTRINE WHICH WOULD APPLY THE LAWS OF ANOTHER JURISDICTION. GUARANTOR HEREBY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND TO FEDERAL COURTS LOCATED WITHIN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK. EACH OF GUARANTOR AND BENEFICIARY HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS GUARANTY OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY. EACH OF GUARANTOR AND BENEFICIARY (A) CERTIFIES THAT NO AGENT, ATTORNEY, REPRESENTATIVE OR ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, AND (B) ACKNOWLEDGES THAT GUARANTOR AND BENEFICIARY, AS APPLICABLE, HAVE BEEN INDUCED TO ENTER INTO THIS GUARANTY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH. No term of provision of this Guaranty may be waived, amended, supplemented or otherwise modified except in no way conditional or contingent upon any attempt to collect from a writing signed by Guarantor and Beneficiary. This Guaranty embodies the Company or any other guarantor entire terms of the Notes or other Guaranteed Obligations or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail guaranty of payment by Guarantor to pay any of such Guaranteed Obligations, the Guarantor agrees to pay the same when due to the Collateral Agent and/or holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements Beneficiary for payment specified in the Notes, the Note Agreement, the Collateral Agreement and the other Note Documents. Each default in payment of any of the Guaranteed Obligations shall give rise Obligation, superseding any related prior understandings or agreements. This Guaranty is executed effective as of , 2014. XXXX CORPORATION TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**). EXHIBIT L NOTICE INFORMATION If to Provider: Hess Tioga Gas Plant LLC 0000 XxXxxxxx Xxxxxx Houston, Texas 77010 Attn: Senior Commercial Manager Fax: (000) 000-0000 Email: xxxx.xxxxx@xxxx.xxx with a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. The Guarantor agrees that the Notes issued pursuant copy to: Hess Tioga Gas Plant LLC 0000 XxXxxxxx Xxxxxx Houston, Texas 77010 Attn: Operations Director Fax: (000) 000-0000 Email: xxxxxxxxxx@xxxx.xxx If to the Note Agreement may Customer: Hess Trading Corporation 0000 XxXxxxxx Xxxxxx Houston, Texas 77010 Attn: Director Commercial – Xxxxxx Fax: (but need not000) make reference to this Guaranty Agreement. The Guarantor hereby acknowledges and agrees that the Guarantor’s liability hereunder is joint and several 000-0000 Email: xxxxxxxxx@xxxx.xxx with any other Person(scopies to: Hess Trading Corporation 0000 XxXxxxxx Xxxxxx Houston, Texas 77010 Attn: Gas Marketing Team Lead – Gas Marketing Fax: (000) who may guarantee the Guaranteed Obligations.000-0000 Email: xxxxxx@xxxx.xxx Hess Trading Corporation 0000 XxXxxxxx Xxxxxx Houston, Texas 77010 Attn: HTC Legal Fax: (000) 000-0000 Email: xxxxxxxx@xxxx.xxx

Guaranty. The Guarantor hereby irrevocably and unconditionally guarantees to each holderIn connection with any assignment provided by Section 9.1 above, the due and punctual payment in full of (a) the principal of, Make-Whole Amount, if anyInvestor shall, and interest on (includingeffective automatically upon any such assignment, without limitationhereby agrees to unconditionally guarantee the full and timely performance by the Assignee of each covenant, interest accruing after provision and agreement to be performed and observed by the filing Assignee and its successors under each of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any expenses, indemnities and other sums which may become due to the holders or the Collateral Agent under the terms and provisions of the Notes, the Note this Agreement, the Collateral Amended Operating Agreement and the Registration Rights Agreement (the "Guaranteed Obligations") until January 1, 1999 (the "Guarantee Period"). If the Assignee, during the Guarantee Period, shall fail to perform or observe any of the Guaranteed Obligations, the Investor shall fully and promptly perform such Guaranteed Obligation, but only during the Guaranty Period. The foregoing guaranty shall be continuing and unconditional and enforceable directly against the Investor, but only during the Guarantee Period, without the necessity of (i) any suit or proceeding against the Assignee, (ii) any notice of nonperformance, nonobservance, or breach, (iii) any notice of acceptance of such guaranty or (iv) any other notice or demand, all of which the Investor hereby waives. The Investor's obligations under such guaranty during the Guarantee Period will not be affected in any way by reason of any amendment, renewal, supplement or modification of this Agreement, the Amended Operating Agreement or any other Note Document (all the Registration Rights Agreement, and such obligations described in clauses (a) will not be affected by any party's failure to exercise or waiver of any of such party's rights under any of such agreements. Such guaranty will be a primary and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectability and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor independent obligation of the Notes or other Guaranteed Obligations or upon any other action, occurrence or circumstance whatsoeverInvestor during the Guarantee Period. In the event that any Guaranteed Obligations remain at the Company shall fail to pay any termination of such Guaranteed Obligationsthe Guarantee Period, the Guarantor agrees to pay the same when due Investor will arrange for a guarantee equivalent to the Collateral Agent and/or holders entitled thereto, without demand, presentment, protest or notice of any kind, one provided in lawful money this Section 9.2 to be issued by a substitute guarantor having a reasonable creditworthiness in light of the United States of America, pursuant to the requirements for payment specified in the Notes, the Note Agreement, the Collateral Agreement and the other Note Documents. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. The Guarantor agrees that the Notes issued pursuant to the Note Agreement may (but need not) make reference to this Guaranty Agreement. The Guarantor hereby acknowledges and agrees that the Guarantor’s liability hereunder is joint and several with any other Person(s) who may guarantee the Guaranteed Obligationsobligations hereunder.

Guaranty. The Guarantor hereby irrevocably and unconditionally guarantees to each holder, the due and punctual payment in full of (a) Each Guarantor unconditionally and irrevocably guaranties to Marriott that if MVW fails for any reason to perform when due any of its respective obligations to Marriott under this Agreement (the principal of“Obligations”) within the time specified therein, Make-Whole Amount, if any, it will without any demand or notice whatsoever promptly pay or perform such Obligations (the “Guaranty”). The Guarantors acknowledge that the Guaranty is a continuing guaranty and interest on may not be revoked and shall not otherwise terminate unless this (including, without limitation, interest accruing after i) Agreement has terminated or expired in accordance with Section 11 and (ii) all amounts owing to Marriott by MVW and the filing Guarantors pursuant to the Obligations have been paid in full. The liability of each Guarantor hereunder is independent of and not in consideration of or contingent upon the liability of MVW or any petition in bankruptcy, other Guarantor and a separate action or the commencement of actions may be brought and prosecuted against any insolvency, reorganization or like proceedingGuarantor, whether or not a claim for post-filing any action is brought or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any expenses, indemnities and other sums which may become due to the holders or the Collateral Agent under the terms and provisions of the Notes, the Note Agreement, the Collateral Agreement prosecuted against MVW or any other Note Document (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectability and is in no way conditional Guarantor or contingent upon any attempt to collect from the Company whether MVW or any other guarantor Guarantor is joined in any such action or actions. The Guaranty shall be construed as a continuing, absolute and unconditional guaranty both of the Notes performance and of payment (and not merely of collection) without regard to: (i) any modification, amendment or other Guaranteed Obligations variation in or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail to pay any of such Guaranteed Obligations, the Guarantor agrees to pay the same when due addition to the Collateral Agent and/or holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes, the Note Agreement, the Collateral Agreement and the other Note Documents. Each default in payment terms of any of the Guaranteed Obligations shall give rise or any covenants in respect thereof or any security therefor, (ii) any extension of time for performance or waiver of performance of any covenant of MVW or any other Guarantor or any failure or omission to a separate cause enforce any right with regard to or any other indulgence with respect to any of action hereunder and separate suits may be brought hereunder as each cause the Obligations, (iii) any exchange, surrender, release of action arises. The Guarantor agrees that any other guaranty of or security for any of the Notes issued pursuant to Obligations or (iv) any bankruptcy, insolvency, reorganization, or proceeding involving or affecting MVW or any other Guarantor, it being the Note Agreement may (but need not) make reference to this Guaranty Agreement. The Guarantor hereby acknowledges and agrees Guarantor’s intent that the Guarantor’s liability obligations hereunder is joint shall be absolute and several with unconditional under any other Person(s) who may guarantee the Guaranteed Obligationsand all circumstances.

Guaranty. The Each Guarantor hereby irrevocably irrevocably, unconditionally and unconditionally jointly and severally with the other Guarantors guarantees to each holder, the due and punctual payment in full of (a) the principal of, Make-Whole Yield Maintenance Amount, if any, and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any expenses, indemnities and other sums which may become due to the holders or the Collateral Agent under the terms and provisions of the Notes, the Note Agreement, the Collateral Shelf Agreement or any other Note Document instrument referred to therein, (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectability and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes or (including, without limitation, any other Guaranteed Obligations Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, the each Guarantor agrees to pay the same when due to the Collateral Agent and/or holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes, the Note Agreement, the Collateral Agreement Notes and the other Note DocumentsShelf Agreement. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. The Each Guarantor agrees that the Notes issued pursuant to in connection with the Note Shelf Agreement may (but need not) make reference to this Guaranty Agreement. The Each Guarantor agrees to pay and to indemnify and save each holder harmless from and against any damage, loss, cost or expense (including attorneys’ fees) which such holder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor, by any other Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes, the Shelf Agreement or any other instrument referred to therein, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the Shelf Agreement or any other instrument referred to therein and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees that the such Guarantor’s liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the Guaranteed Obligationsobligations and Indebtedness under and in respect of the Notes and the Shelf Agreement.

Guaranty. (a) The Guarantor hereby irrevocably Subsidiary Guarantors hereby, jointly and severally, absolutely and unconditionally guarantees guarantee to each holder, the due and punctual payment in full holders from time to time of the Notes: (a) the full and prompt payment of the principal of, Make-Whole Amount, of all of the Notes and of the interest thereon at the rate therein stipulated and the Make‑Whole Amount (if any, and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (payable, whether at stated maturity by lapse of time, upon redemption or prepayment, by required or optional prepayment extension or by acceleration or otherwisedeclaration, or otherwise (including (to the extent legally enforceable) and interest due on overdue payments of principal, Make‑Whole Amount (if any) or interest at the rate set forth in the Notes), (b) any expensesthe full and prompt performance and observance by the Obligors of each and all of the obligations, indemnities covenants and other sums which may become due agreements required to be performed or observed by the holders or the Collateral Agent Obligors under the terms of the Notes and provisions the Note Purchase Agreement, and (c) the full and prompt payment, upon demand by any holder of the Notes, of all costs and expenses, legal or otherwise (including attorneys' fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Notes or the Note Purchase Agreement, including, without limitation, in any consultation or action in connection therewith, and in each and every case irrespective of the Collateral Agreement validity, regularity, or enforcement of any other Note Document (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectability and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes or other Guaranteed Obligations or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail to pay any of such Guaranteed Obligations, the Guarantor agrees to pay the same when due to the Collateral Agent and/or holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes, the Note Agreement, the Collateral Purchase Agreement and the other Note Documents. Each default in payment of or any of the Guaranteed Obligations shall give rise to a separate cause terms thereof or of action hereunder and separate suits may be brought hereunder as each cause of action arisesany other like circumstance or circumstances. The Guarantor agrees that guaranty of the Notes issued pursuant herein provided for is a guaranty of the immediate and timely payment of the principal and interest on the Notes and the Make‑Whole Amount (if any) as and when the same are due and payable and shall not be deemed to be a guaranty only of the Note Agreement collectibility of such payments and that in consequence thereof each holder of the Notes may (but need not) make reference to this Guaranty Agreement. The xxx each Subsidiary Guarantor hereby acknowledges directly upon such principal and agrees that the Guarantor’s liability hereunder is joint interest becoming so due and several with any other Person(s) who may guarantee the Guaranteed Obligationspayable.

Guaranty. The Guarantor Each Interestholder other than the Pero Parties (each, a "Guarantor" and collectively the "Guarantors") hereby unconditionally, irrevocably and unconditionally absolutely guarantees to each holderthe Buyer, the due collection in connection with the performance of all obligations of the Pero Parties under Sections 3.1 and punctual payment 3.2 of this Agreement (the "Guaranteed Obligations") to the extent set forth in full this Section, and as limited by Section 7.6; provided, however, that the obligations of such Guarantor or Guarantors under this Section 7.7 shall not exceed (a) the principal of, Make-Whole Amount, if any, and interest percentage set forth on Schedule 2.2 by his or its name multiplied by (including, without limitation, interest accruing after b) the filing Guaranteed Obligations. Such guaranty will not terminate until the Guaranteed Obligations have been performed in full by the Pero Parties or performance has been waived by the Buyer. Upon a determination made in accordance with arbitration procedures substantially the same as those set forth in Section 7.6 (e) hereof that any of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or Pero Parties have not performed a claim for post-filing or post-petition interest is allowed in such proceedingGuaranteed Obligation (a "Determination"), and any other amounts due underthe confirmation of such Determination by a court of competent jurisdiction (a "Judgment"), the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) Buyer may seek payment for such failure from any expenses, indemnities and other sums which may become due to the holders or the Collateral Agent under the terms and provisions of the Notes, the Note Agreement, the Collateral Agreement or any other Note Document (all Pero Parties upon such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectability and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes or other Guaranteed Obligations or upon any other action, occurrence or circumstance whatsoeverJudgment. In the event that after making a reasonable effort to collect payment based on the Company Judgment, the Judgment is returned unsatisfied, in whole or in part, Buyer may, at its option, proceed directly and at once, upon the giving of the notice required in Section 8.2 hereof, against each Guarantor, to collect and recover the full amount of his or her liability hereunder, or any portion thereof. These guarantees are guarantees of collection (i.e., they are contingent upon first resorting to another source (in this case the Pero Parties)) and not guarantees of performance (i.e., a guarantee not contingent upon first resorting to another source). The obligations of the Guarantors hereunder are as surety only, and the Guarantors do not waive any legal obligation, duty or necessity for the Buyer to proceed first against the Pero Parties, as set forth above. The obligations of the Guarantors hereunder shall fail not be subject to pay any counterclaim, setoff, deduction or defense based upon any claim the Guarantors or any Transferor may have against the Buyer or any of such its affiliates, except for those arising under this Agreement, and shall remain in full force and effect until all Guaranteed Obligations, the Guarantor agrees to pay the same when due to the Collateral Agent and/or holders entitled theretoObligations have been performed in full, without demandregard to (and shall not be released, presentmentdischarged or in any way affected by), protest any circumstance or notice of condition, except as set forth herein. This guaranty is (i) a continuing guaranty and shall remain in full force and effect until all the Guaranteed Obligations have been satisfied in full, and (ii) shall continue to be effective or be reinstated, as the case may be, if at any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes, the Note Agreement, the Collateral Agreement and the other Note Documents. Each default in payment time any performance of any of the Guaranteed Obligations shall give rise to a separate cause is rescinded or must otherwise be returned by Buyer upon the insolvency, bankruptcy or reorganization of action hereunder and separate suits may be brought hereunder any of the Pero Parties or otherwise, all as each cause of action arisesthough such performance had not been made. The obligations of the Guarantors shall not be impaired, diminished or discharged, in whole or in part, by any extension of time granted by the Buyer, by the release of any Guarantor, or by any act, omission, event or circumstance which might operate to discharge a Guarantor agrees that in whole or in part or which might operate as a defense, in whole or in part, to any obligation of a Guarantor or which might invalidate, in whole or in part, a guarantee. Buyer may not pursue any of its rights or remedies hereunder against any Guarantor without concurrently pursuing its rights or remedies against each other Guarantor. Pero shall indemnify and hold harmless the Notes issued Guarantors and their successors and assigns from and against any and all Damages, which arise out of or are based upon the material non-performance, partial or total, of any covenant made by the Pero Parties pursuant to the Note Agreement may (but need not) make reference to Sections 3.1 and 3.2 of this Guaranty Agreement. The Guarantor hereby acknowledges and agrees that the Guarantor’s liability hereunder is joint and several with any other Person(s) who may guarantee the Guaranteed Obligations.

Guaranty. The In consideration of Hess North Dakota Export Logistics LLC (“Beneficiary”) agreeing at the request of Xxxx Corporation, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000 (“Guarantor”) to enter into and execute that certain Terminal and Export Services Agreement, dated , 2014 (the “Agreement”) with Hess Trading Corporation, a Delaware Corporation (“Obligor”), Guarantor does hereby guarantee to Beneficiary, irrevocably and unconditionally, except as set forth in this Guaranty, the payment, upon Beneficiary’s demand, by Obligor of all obligations of Obligor to Beneficiary under the Agreement, whether now in existence or hereafter arising (the “Guaranteed Obligation”). Guarantor hereby irrevocably waives notice of acceptance of this Guaranty and unconditionally guarantees to each holder, the due and punctual payment in full of (a) the principal of, Make-Whole Amount, if any, and interest on (including, without limitation, interest accruing after the filing notice of any petition obligation to which it may apply, and, except as provided in bankruptcythis Guaranty, waives presentment, demand for payment, protest, notice of dishonor, non-payment or non-performance of any such obligation, suit or the commencement taking of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding)other action by Beneficiary against, and any other amounts due undernotice to, Obligor, Guarantor or others. Beneficiary may at any time and from time to time without notice or consent of Guarantor (a) agree with Obligor to make any change in, or amend, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and terms of any Guaranteed Obligation, (b) take or fail to take any expensesaction in respect of any security for any Guaranteed Obligation, indemnities (c) exercise or refrain from exercising any rights against Obligor or others under the Agreement, or (d) compromise or subordinate any Guaranteed Obligation, including any security therefor, with the assurance that the obligation of Guarantor to Beneficiary will not be impaired or compromised beyond that which is ultimately agreed to between Beneficiary and other sums Obligor. This guaranty shall continue in full force and effect until the date of termination of the Guaranteed Obligation. It is understood, however, that notwithstanding any such expiration or termination taking effect, this Guaranty shall continue in full force and effect with respect to any Guaranteed Obligation guaranteed hereunder which have been incurred, arise or otherwise relate to any period prior to such expiration or termination becoming effective. Guarantor further agrees that this Guaranty shall continue to be effective or be reinstated, as the case may become be, if at any time the payment, or any part thereof, of any Guaranteed Obligation is rescinded or must otherwise be reinstated or returned due to the holders bankruptcy or the Collateral Agent under the terms and provisions of the Notes, the Note Agreement, the Collateral Agreement insolvency laws or any other Note Document (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”)otherwise. The guaranty in the preceding sentence This Guaranty is an absolute, present and continuing guaranty one of payment and not one of collectability collection. Beneficiary may make written demand directly on Guarantor for such payment upon default by Obligor of any Guaranteed Obligation. In addition, Guarantor, upon demand, will reimburse Beneficiary for reasonable attorney fees necessarily incurred by Beneficiary in collection of payments or enforcement of performance hereunder. Except as to applicable statutes of limitation, delay by Beneficiary in making demand will not alter Guarantor’s obligation under this Guaranty and is Beneficiary will not be required to exhaust any remedies it may have against Obligor. Notices and demands are to be made (i) via personal delivery, express courier or certified mail, postage prepaid and return receipt requested, with such method of delivery effective upon receipt, or (ii) via electronic mail, with such method of delivery effective upon confirmation of receipt (but only if followed by transmittal by personal delivery or express courier for delivery on the next business day). Any notice to Guarantor or demand on Guarantor must be made to the following address, to the attention of Vice President, Chief Risk Officer: Xxxx Corporation, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000, XxxxXxxxx@xxxx.xxx. TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**). THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN CONFORMITY WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY CONFLICT OF LAWS DOCTRINE WHICH WOULD APPLY THE LAWS OF ANOTHER JURISDICTION. GUARANTOR HEREBY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND TO FEDERAL COURTS LOCATED WITHIN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK. EACH OF GUARANTOR AND BENEFICIARY HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS GUARANTY OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY. EACH OF GUARANTOR AND BENEFICIARY (A) CERTIFIES THAT NO AGENT, ATTORNEY, REPRESENTATIVE OR ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, AND (B) ACKNOWLEDGES THAT GUARANTOR AND BENEFICIARY, AS APPLICABLE, HAVE BEEN INDUCED TO ENTER INTO THIS GUARANTY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH. No term of provision of this Guaranty may be waived, amended, supplemented or otherwise modified except in no way conditional or contingent upon any attempt to collect from a writing signed by Guarantor and Beneficiary. This Guaranty embodies the Company or any other guarantor entire terms of the Notes or other Guaranteed Obligations or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail guaranty of payment by Guarantor to pay any of such Guaranteed Obligations, the Guarantor agrees to pay the same when due to the Collateral Agent and/or holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements Beneficiary for payment specified in the Notes, the Note Agreement, the Collateral Agreement and the other Note Documents. Each default in payment of any of the Guaranteed Obligations shall give rise Obligation, superseding any related prior understandings or agreements. This Guaranty is executed effective as of , 2014. XXXX CORPORATION TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**). EXHIBIT L NOTICE INFORMATION If to Provider: Hess North Dakota Export Logistics LLC 0000 XxXxxxxx Xxxxxx Houston, Texas 77010 Attn: Senior Commercial Manager Fax: (000) 000-0000 Email: xxxx.xxxxx@xxxx.xxx with a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. The Guarantor agrees that the Notes issued pursuant copy to: Hess North Dakota Export Logistics LLC 0000 XxXxxxxx Xxxxxx Houston, Texas 77010 Attn: Operations Director Fax: (000) 000-0000 Email: xxxxxxxxxx@xxxx.xxx If to the Note Agreement may Customer: Hess Trading Corporation 0000 XxXxxxxx Xxxxxx Houston, Texas 77010 Attn: US Crude Oil Marketing Fax: (but need not000) make reference to this Guaranty Agreement. The Guarantor hereby acknowledges and agrees that the Guarantor’s liability hereunder is joint and several 000-0000 Email: xxxxxxx@xxxx.xxx with any other Person(scopies to: Hess Trading Corporation 0000 XxXxxxxx Xxxxxx Houston, Texas 77010 Attn: HTC Pipeline Scheduler Fax: (000) who may guarantee the Guaranteed Obligations.000-0000 Email: xxxxxx@xxxx.xxx Hess Trading Corporation 0000 XxXxxxxx Xxxxxx Houston, Texas 77010 Attn: HTC Legal Fax: (000) 000-0000 Email: xxxxxxxx@xxxx.xxx

Guaranty. The Except as otherwise provided for herein (including under Section 3.14), each Note Guarantor hereby irrevocably agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, and absolutely and unconditionally and irrevocably guarantees to each holderthe Collateral Agent (for the set-off of the Secured Parties), the due full and punctual payment in full of (a) the principal ofprompt payment, Make-Whole Amount, if any, and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (due, whether at stated maturity or by required or optional prepayment or by maturity, upon acceleration or otherwise, and at all times thereafter, of the Obligations, including amounts that would become due but for the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. §362(a), together with any and (b) any expenses, indemnities and other sums all expenses which may become due to the holders or be incurred by the Collateral Agent under the terms and provisions other Secured Parties in collecting any of the Notes, Obligations that are reimbursable in accordance with Section 5(a) of the Note AgreementPurchase Agreement (collectively, the Collateral Agreement or any other Note Document (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectability and is in no way conditional or contingent upon any attempt to collect from the Company Each Note Guarantor further agrees that all or any other guarantor portion of the Notes or other Guaranteed Obligations may be increased, extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any other action, occurrence such extension or circumstance whatsoeverrenewal. In addition, if any or all of the event that the Company shall fail Guaranteed Obligations become due and payable hereunder, each Note Guarantor, unconditionally and irrevocably, promises to pay any of such Guaranteed Obligations, the Guarantor agrees to pay the same when due Obligations to the Collateral Agent and/or holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money for the benefit of the United States of AmericaSecured Parties, pursuant to the requirements for payment specified in the Notes, the Note Agreement, the Collateral Agreement and the other Note Documentson demand. Each default in Note Guarantor unconditionally and irrevocably guarantees the payment of any and all of the Guaranteed Obligations shall give rise whether or not due or payable by the Issuer upon the occurrence of any of Bankruptcy Event of Default of the Note and thereafter irrevocably and unconditionally promises to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. The Guarantor agrees that the Notes issued pursuant pay such Guaranteed Obligations to the Collateral Agent for the benefit of the Secured Parties. This Note Agreement Guaranty is a continuing one and shall remain in full force and effect until the Reference Date (or, with respect to any Note Guarantor, until the release of such Note Guarantor from its obligations hereunder in accordance with Section 3.14 hereof), and all liabilities to which it applies or may (but need not) make reference apply under the terms hereof shall be conclusively presumed to this Guaranty Agreement. The Guarantor hereby acknowledges and agrees that the Guarantor’s liability hereunder is joint and several with any other Person(s) who may guarantee the Guaranteed Obligationshave been created in reliance hereon.

Guaranty. The Each Subsidiary Guarantor hereby irrevocably irrevocably, unconditionally and unconditionally jointly and severally with the other Subsidiary Guarantors guarantees to each holder, the due and punctual payment in full of (a) the principal of, Make-Whole Amount, if any, and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any expenses, indemnities and other sums which may become due to the holders or the Collateral Agent under the terms and provisions of the Notes, the Note Agreement, the Collateral Agreement or any other Note Document instrument referred to therein (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectability collectibility and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes or (including, without limitation, any other Guaranteed Obligations Subsidiary Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, the each Subsidiary Guarantor agrees to pay the same when due to the Collateral Agent and/or holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes, Notes and the Note Agreement, the Collateral Agreement and the other Note Documents. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. The Each Subsidiary Guarantor agrees that the Notes issued pursuant to in connection with the Note Agreement may (but need not) make reference to this Subsidiary Guaranty Agreement. The Each Subsidiary Guarantor agrees to pay and to indemnify and save each holder harmless from and against any damage, loss, cost or expense (including attorneys’ fees) which such holder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Subsidiary Guarantor, by any other Subsidiary Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Subsidiary Guaranty Agreement, the Notes, the Note Agreement or any other instrument referred to therein, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Subsidiary Guaranty Agreement, the Notes, the Note Agreement or any other instrument referred to therein and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Subsidiary Guaranty Agreement. Each Subsidiary Guarantor hereby acknowledges and agrees that the such Subsidiary Guarantor’s liability hereunder is joint and several with the other Subsidiary Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness under and in respect of the Notes and the Note Agreement. Notwithstanding the foregoing provisions or any other provision of this Subsidiary Guaranty Agreement, each Subsidiary Guarantor hereby agrees that if at any time the Guaranteed Obligations.Obligations exceed the Maximum Guaranteed Amount determined as of such time with regard to such Subsidiary Guarantor, then this Subsidiary Guaranty Agreement shall be automatically amended to reduce the Guaranteed Obligations to the Maximum Guaranteed Amount. Such amendment shall not require the written consent of any Subsidiary Guarantor or any holder and shall be deemed to have been automatically consented to by each Subsidiary Guarantor and each

Guaranty. Guarantor hereby acknowledges and agrees that it is executing this Agreement to guaranty the prompt and complete payment by Buyer to Sellers and performance of the obligations of the Buyer under this Agreement and each Ancillary Agreement. Guarantor hereby irrevocably, absolutely and unconditionally guarantees, as a primary obligation, that the Buyer shall fully, completely and timely pay and perform each and every one of its obligations. Guarantor’s guarantee set forth in this Section 9(r) (the “Guaranty”) is one of payment, not collection, and a separate Proceeding or Proceedings to enforce the Guaranty may be brought and prosecuted against Guarantor irrespective of whether any Proceeding is brought against the Buyer or any other Person or whether the Buyer and/or any other Person is joined in any such Proceeding or Proceedings. The liability of Guarantor under the Guaranty shall, to the fullest extent permitted under applicable Law, be absolute and unconditional, irrespective of: (i) the validity, legality or enforceability of this Agreement against the Buyer; (ii) any release or discharge of any obligation of the Buyer under this Agreement resulting from any change in the corporate existence, structure or ownership of the Buyer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Buyer or any of its assets; (iii) any amendment or modification of this Agreement, or any change in the manner, place or terms of payment or performance of any obligation of the Buyer under this Agreement, or any change or extension of the time of payment or performance of, or alteration of, any obligation of the Buyer under this Agreement, any liability incurred directly or indirectly in respect thereof, or any amendment or waiver of, or any consent to any departure from, the terms of this Agreement or the documents entered into in connection therewith; (iv) the existence of any claim, setoff or other right that the Buyer or Guarantor may have at any time against any of the Sellers; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of Guarantor or otherwise operate as a discharge of Guarantor as a matter of Law or equity. Notwithstanding anything the contrary set forth in this Agreement, the Sellers and the Sellers’ Representative hereby agree that to the extent that Buyer is relieved from its payment and performance obligations under this Agreement by satisfaction thereof, the Guarantor shall be similarly relieved, to such extent, of its obligations under this Section 9(r). This Agreement shall conclusively be deemed to have been entered into and contracted in reliance upon the Guaranty, and all dealings between the Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon the Guaranty. When the Sellers’ Representative, on behalf of the Sellers, or any of the Sellers is pursuing its rights and remedies hereunder against Guarantor, neither the Sellers’ Representative nor any Seller, as applicable shall be under an obligation to pursue any rights and remedies it may have against the Buyer or any other Person, and any failure by the Sellers’ Representative, on behalf of the Sellers, or of any Seller, as applicable, to pursue such other rights or remedies or to collect any payments from the Buyer or any other Person, and any release by any Party or any other Person, shall not relieve Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies of the Sellers’ Representative or any of the Sellers, whether express, implied or available as a matter of Law. None of the Sellers’ Representative, on behalf of the Sellers, or any of the Sellers, shall be obligated to file any claim in the event that the Buyer becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of Sellers’ Representative to so file shall not affect Guarantor’s obligations hereunder. In the event that any payment by the Buyer under this Agreement is rescinded or must otherwise be returned for any reason whatsoever, Guarantor shall remain liable hereunder as if such payment had not been made. Guarantor hereby irrevocably waives acceptance, presentment, demand, protest and unconditionally guarantees any notice in connection with the performance of its obligations set forth in this Section 9(r) (other than notices required to each holderbe provided by to Buyer pursuant to this Agreement); provided, however, that the Guarantor does not waive any defense which may be available in the case of fraud by the Sellers, the due and punctual Sellers’ Representative or the Company or any defense to the payment in full or performance of (a) the principal ofobligations under this Agreement that are available to Buyer). Guarantor may not exercise any rights of subrogation or contribution, Make-Whole Amount, if any, and interest on whether arising by contract or operation of law (including, without limitation, interest accruing after the filing any such right arising under bankruptcy or insolvency Laws) or otherwise, by reason of any petition payment by it in bankruptcyrespect of the Guaranty. No failure on the part of Sellers’ Representative, on behalf of the Sellers, or any Seller to exercise, and no delay in exercising, any right, remedy or power with respect to the Guaranty shall operate as a waiver thereof, nor shall any single or partial exercise by the Sellers’ Representative, on behalf of the Sellers, or any Seller of any right, remedy or power with respect to the Guaranty preclude any other or future exercise of any right, remedy or power. Each and every right, remedy and power hereby granted to the Sellers’ Representative, on behalf of the Sellers, or to the Sellers or allowed to the Sellers by Law or other agreement shall be cumulative and not exclusive of any other, and may be exercised by the Sellers’ Representative, on behalf of the Sellers, or the commencement of Sellers at any insolvency, reorganization time or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any expenses, indemnities and other sums which may become due from time to the holders or the Collateral Agent under the terms and provisions of the Notes, the Note Agreement, the Collateral Agreement or any other Note Document (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectability and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes or other Guaranteed Obligations or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail to pay any of such Guaranteed Obligations, the Guarantor agrees to pay the same when due to the Collateral Agent and/or holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes, the Note Agreement, the Collateral Agreement and the other Note Documents. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. The Guarantor agrees that the Notes issued pursuant to the Note Agreement may (but need not) make reference to this Guaranty Agreement. The Guarantor hereby acknowledges and agrees that the Guarantor’s liability hereunder is joint and several with any other Person(s) who may guarantee the Guaranteed Obligationstime.

Guaranty. The Guarantor hereby irrevocably and unconditionally guarantees to each holder, the due and punctual payment in full of (a) the principal of, Make-Whole Amount, if any, and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any expenses, indemnities and other sums which may become due to the holders or the Collateral Agent under the terms and provisions of the Notes, the Note Agreement, the Collateral Agreement or any other Note Document (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectability and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes or other Guaranteed Obligations or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail to pay any of such Guaranteed Obligations, the Guarantor agrees to pay the same when due to the Collateral Agent and/or holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes, the Note Agreement, the Collateral Agreement and the other Note Documents. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. The Guarantor agrees that the Notes issued pursuant to in connection with the Note Agreement may (but need not) make reference to this Guaranty Agreement. The Guarantor hereby acknowledges and agrees that the Guarantor’s liability hereunder is joint and several with any other Person(s) who may guarantee the Guaranteed Obligationsobligations and Indebtedness under and in respect of the Notes, the Note Agreement and other Note Documents.

Guaranty. The Guarantor Parent Borrower hereby absolutely, irrevocably and unconditionally guarantees the full and prompt payment when due in the applicable Currency, whether at stated maturity, by acceleration, by mandatory prepayment, by notice of intention to prepay or otherwise, of all of the obligations and liabilities of each holderSubsidiary Borrower under the Loan Documents, the due and punctual payment in full of (a) the principal ofeach case whether fixed, Make-Whole Amountcontingent, if anynow existing or hereafter arising, created or assumed, incurred or acquired, and interest on (including, without limitation, interest accruing whether before or after the filing occurrence of any petition Event of Default under Sections 9.1(g) or (h), including any obligation or liability in bankruptcy, or the commencement respect of any insolvencybreach of any representation or warranty, reorganization or like proceedingand all post-petition interest, funding losses and make-whole premiums, whether or not allowed as a claim for post-filing in any proceeding arising in connection with any Event of Default under Sections 9.1(g) or post-petition interest is allowed in such proceeding(h) (collectively, the "Borrower Obligations"). This Section 11 constitutes a guaranty of payment, and none of the Agents or the Lenders shall have any other amounts due underobligation to enforce any Loan Document or exercise any right or remedy with respect to any collateral security thereunder by any action, including making or perfecting any claim against any Person or any collateral security for any of the Borrower Obligations prior to being entitled to the benefits of this Section 11. The Administrative Agent may, at its option, proceed against the Parent Borrower, in the first instance, to enforce any of the obligations and liabilities of the Parent Borrower under this Section 11, whether fixed, contingent, now existing or hereafter arising, created, assumed, incurred or acquired (collectively, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise"Guarantor Obligations") and (b) without first proceeding against any expenses, indemnities and other sums which may become due to the holders or the Collateral Agent under the terms and provisions of the Notes, the Note Agreement, the Collateral Agreement Subsidiary Borrower or any other Note Document (all Person, and without first resorting to any other rights or remedies, as the Administrative Agent may deem advisable. In furtherance hereof, if either Agent or any Lender is prevented by law from collecting or otherwise hindered from collecting or otherwise enforcing any Obligation in accordance with its terms, such obligations described in clauses (a) and (b) above are herein called Agent or such Lender, as the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolutecase may be, present and continuing guaranty of payment and not of collectability and is in no way conditional or contingent upon any attempt shall be entitled to collect receive hereunder from the Company or any other guarantor of the Notes or other Guaranteed Obligations or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail to pay any of such Guaranteed ObligationsParent Borrower after demand therefor, the Guarantor agrees to pay the same when sums which would have been otherwise due to the Collateral Agent and/or holders entitled thereto, without demand, presentment, protest had such collection or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes, the Note Agreement, the Collateral Agreement and the other Note Documentsenforcement not been prevented or hindered. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. The Guarantor agrees that the Notes issued pursuant to the Note Agreement may (but need not) make reference to this Guaranty Agreement. The Guarantor hereby acknowledges and agrees that the Guarantor’s liability hereunder is joint and several with any other Person(s) who may guarantee the Guaranteed Obligations.-77- 84

Guaranty. The Each Subsidiary Guarantor hereby irrevocably irrevocably, unconditionally and unconditionally jointly and severally with the other Subsidiary Guarantors guarantees to each holder, the due and punctual payment in full of (a) the principal of, Make-Whole Make‑Whole Amount, if any, and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing post‑filing or post-petition post‑petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any expenses, indemnities and other sums which may become due to the holders or the Collateral Agent under the terms and provisions of the Notes, Notes or the Note Agreement, the Collateral Agreement or any other Note Document (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”) up to the Maximum Guaranteed Amount (as defined below). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectability and is in no way conditional or contingent upon any attempt to collect from the Company any Obligor or any other guarantor Subsidiary Guarantor of the Notes or (including, without limitation, any other Guaranteed Obligations Subsidiary Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, the each Subsidiary Guarantor agrees to pay any unpaid amount of the same Guaranteed Obligations when due to the Collateral Agent and/or holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes, Notes and the Note Agreement, the Collateral Agreement and the other Note Documents. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. The Each Subsidiary Guarantor agrees that the Notes issued pursuant to in connection with the Note Agreement may (but need not) make reference to this Subsidiary Guaranty Agreement. The Each Subsidiary Guarantor agrees to pay and to indemnify and save each holder harmless from and against any damage, loss, cost or expense (including reasonable attorneys’ fees) which such holder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Subsidiary Guarantor, by any other Subsidiary Guarantor or by any Obligor of any warranty, covenant, term or condition in, or the occurrence of any default under, this Subsidiary Guaranty Agreement, the Notes, or the Note Agreement, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Subsidiary Guaranty Agreement, the Notes, or the Note Agreement, and (z) enforcing or defending the provisions of this Subsidiary Guaranty Agreement. Each Subsidiary Guarantor hereby acknowledges and agrees that the such Subsidiary Guarantor’s liability hereunder is joint and several with the other Subsidiary Guarantors, the Parent and any other Person(s) who may guarantee the Guaranteed Obligationsobligations and Indebtedness under and in respect of the Notes and the Note Agreement.

Guaranty. The From and after the Effective Date, Guarantor hereby irrevocably and unconditionally guarantees to each holderthe full, the due and punctual payment in full of (a) the principal of, Make-Whole Amount, if anyunconditional, and interest on (prompt payment and performance of all of Licensee’s obligations and liabilities under the Agreement, including, without limitation, interest accruing after the filing payment of all rent and other charges due thereunder. Guarantor’s guarantee of such obligations and liabilities is subject to all of the provisions of the Agreement applicable thereto and all other matters affecting the enforcement thereof. This is a guaranty of payment and performance and not of collection. The liability of Guarantor under this Guaranty shall be direct and immediate and not conditioned on the pursuit of any petition remedy against Licensee or any other person or against any lien available to Licensor, its successors or assigns. Guarantor hereby waives any right to require that an action be brought against Licensee or any other person (provided, however, Licensor agrees to undertake reasonable collection efforts against Licensee before demanding payment from Guarantor under this Guaranty). In the event of a default by Licensee under the Agreement, Licensor shall have the right to enforce its rights, powers and remedies thereunder or hereunder in any order, and all rights, powers and remedies available to Licensor in such event shall be nonexclusive and cumulative of all other rights, powers and remedies provided thereunder or hereunder or by law or in equity. This Guaranty shall be enforceable according to its terms against Guarantor, his or her heirs, personal representatives, successors and assigns, without the necessity for any suit or proceedings against Licensee on Licensor’s part of any kind or nature whatsoever and without the necessity of any notice of non-payment, non-performance, or non-observance or of any notice of acceptance of this Guaranty or of any other notice or demand to which Guarantor might otherwise be entitled, all of which Guarantor hereby expressly waives. This Guaranty shall be a continuing Guaranty and the liability of Guarantor hereunder shall in no way be affected, modified, or diminished by reason of any assignment of the Agreement by Licensee or any renewal, modification or extension of the Agreement or by reason of any modification or waiver of or change in any of the terms, covenants, conditions or provisions of the Agreement by Licensor and Licensee, or by reason of any extension of time that may be granted by Licensor to Licensee, or by reason of any dealings or transactions or matter or thing occurring between Licensor and Licensee, or by reason of any bankruptcy, or the commencement of any insolvency, reorganization reorganization, arrangement, assignment for the benefit of creditors, receivership or like proceedingtrusteeship affecting Licensee or any of Licensee’s property, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any expenses, indemnities and other sums which may become due to the holders or the Collateral Agent under the terms and provisions of the Notes, the Note Agreement, the Collateral Agreement or any other Note Document (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectability and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes or other Guaranteed Obligations or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail to pay any of such Guaranteed Obligations, the Guarantor agrees to pay the same when due to the Collateral Agent and/or holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant same shall be given to the requirements for payment specified in the Notes, the Note Agreement, the Collateral Agreement and the other Note Documents. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. The Guarantor agrees that the Notes issued pursuant to the Note Agreement may (but need not) make reference to this Guaranty Agreement. The Guarantor hereby acknowledges and agrees that the Guarantor’s liability hereunder is joint and several with any other Person(s) who may guarantee the Guaranteed Obligations.

Guaranty. The Guarantor hereby irrevocably and unconditionally guarantees to each holder, holder the due and punctual payment in full of (a) the principal of, Make-Whole Amount, if any, and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and ), (b) any expenses, indemnities and other sums which may become due to the holders or the Collateral Agent under the terms and provisions of the Notes, Notes or the Note Agreement, Purchase Agreement and (c) the Collateral performance of all other obligations of the Company under the Note Purchase Agreement or any other Note Document (all such obligations described in clauses (a), (b) and (bc) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectability collectibility and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes or other Guaranteed Obligations or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed ObligationsObligations when due, the Guarantor agrees to pay the same when due to the Collateral Agent and/or holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes, Notes and the Note Purchase Agreement, the Collateral Agreement and the other Note Documents. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. The Guarantor agrees that the Notes issued pursuant to in connection with the Note Purchase Agreement may (but need not) make reference to this Guaranty Agreement. The Guarantor agrees to pay all reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees of one special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holders, one local counsel in each applicable jurisdiction and/or one specialty counsel in each applicable specialty, for the holders, taken as a whole) incurred by the holders of the Notes in connection with enforcing or defending (or determining whether or how to enforce or defend) the provisions of the Note Purchase Agreement, the Notes and this Guaranty Agreement. The Guarantor hereby acknowledges and agrees that the Guarantor’s liability hereunder is joint and several with any other Person(s) who may guarantee the Guaranteed Obligationsobligations and Debt under and in respect of the Notes and the Note Purchase Agreement.

Guaranty. The Subject to the provisions hereof, Guarantor hereby irrevocably -------- irrevocably, absolutely and unconditionally guarantees to each holder, the due and punctual timely payment in full of (a) the principal of, Make-Whole Amount, if any, and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall all financial obligations which become due and payable by Debtor to Creditor under or in connection with the Contract (whether at stated maturity collectively, "Obligations" and individually, an "Obligation") such that, if Debtor fails, neglects or refuses to perform any Obligation, Guarantor shall make such payment within ten business days after Guarantor receives written notice thereof. Notwithstanding the foregoing, as to any Obligation which Guarantor is called upon to pay or cause payment to be made, Guarantor reserves to itself the right to assert any and all defenses under the Contract which Debtor could assert against Creditor with respect to such Obligation; provided, however, that such reservation shall not include any legal or equitable discharge or defense of a guarantor or surety arising out of any of the events described in Section 2 or Section 3 hereof. The guarantee of Guarantor pursuant to this Section 1 is limited to 50 percent of the Obligations; provided, however, that in no event shall the maximum aggregate liability of Guarantor under this Guaranty exceed $10,000,000 (the "Guaranty Cap Amount") plus any amounts owed for collecting or enforcing this Guaranty pursuant to the next sentence hereof; provided further, that Guarantor's obligations hereunder are separate and independent obligations from those of Peoples under Peoples' Guaranty of even date herewith and neither Guarantor nor Peoples shall be liable for the obligations of the other under their respective guaranties by required or optional prepayment or by acceleration reason of joint and several liability or otherwise) . In addition to Guarantor's liability for the Obligations set forth herein, Guarantor agrees to pay to Creditor such further amounts as shall be sufficient to cover the costs of collecting or enforcing this Guaranty (including reasonable fees, expenses and (b) any expenses, indemnities and other sums which may become due to the holders or the Collateral Agent under the terms and provisions disbursements of the Notes, the Note Agreement, the Collateral Agreement or any other Note Document (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”counsel). The guaranty in the preceding sentence This Guaranty is an absolute, present and continuing a guaranty of payment and not of collectability and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes or other Guaranteed Obligations or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail to pay any of such Guaranteed Obligations, the Guarantor agrees to pay the same when due to the Collateral Agent and/or holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes, the Note Agreement, the Collateral Agreement and the other Note Documents. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. The Guarantor agrees that the Notes issued pursuant to the Note Agreement may (but need not) make reference to this Guaranty Agreement. The Guarantor hereby acknowledges and agrees that the Guarantor’s liability hereunder is joint and several with any other Person(s) who may guarantee the Guaranteed Obligationscollection.

Guaranty. The Guarantor hereby Each Guarantor, jointly and severally with each other Guarantor, unconditionally and irrevocably and unconditionally guarantees to each holderthe Holders the due, prompt and complete payment by the due and punctual payment in full Company of (a) the principal of, Make-Whole Amount, if any, and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding)on, and any each other amounts amount due under, the Notes or the Note Purchase Agreement, when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration declaration or otherwise) in accordance with the terms of the Notes and the Note Purchase Agreement (b) any expenses, indemnities the Notes and other sums which may become due the Note Purchase Agreement being sometimes hereinafter collectively referred to as the holders or “Note Documents” and the Collateral Agent amounts payable by the Company under the terms Note Documents (including any attorneys’ fees and provisions of the Notesexpenses), the Note Agreement, the Collateral Agreement or any other Note Document (all such obligations described in clauses (a) and (b) above are herein called being sometimes collectively hereinafter referred to as the “Guaranteed Obligations”). The guaranty in the preceding sentence This Guaranty is an absolute, present and continuing a guaranty of payment and not just of collectability collectibility and is in no way conditional conditioned or contingent upon any attempt to collect from the Company or any other guarantor of the Notes or other Guaranteed Obligations or upon any other actionevent, occurrence contingency or circumstance whatsoever. In the event that If for any reason whatsoever the Company shall fail or be unable duly, punctually and fully to pay any of such Guaranteed Obligations, the Guarantor agrees to pay amounts as and when the same when shall become due to the Collateral Agent and/or holders entitled theretoand payable, each Guarantor, without demand, presentment, notice of acceleration, notice of intent to accelerate, protest or notice of any kind, will forthwith pay or cause to be paid such amounts to the Holders under the terms of such Note Documents, in lawful money of the United States of AmericaStates, pursuant to at the requirements for payment place specified in the NotesNote Purchase Agreement, or perform or comply with the same or cause the same to be performed or complied with, together with interest (to the extent provided for under such Note Documents) on any amount due and owing from the Company. Each Guarantor, promptly after demand, will pay to the Holders the reasonable costs and expenses of collecting such amounts or otherwise enforcing this Guaranty, including, without limitation, the Note Agreementreasonable fees and expenses of counsel. Notwithstanding the foregoing, the Collateral Agreement and right of recovery against each Guarantor under this Guaranty is limited to the other Note Documents. Each default in payment extent it is judicially determined with respect to any Guarantor that entering into this Guaranty would violate Section 548 of the United States Bankruptcy Code or any comparable provisions of any state law, in which case such Guarantor shall be liable under this Guaranty only for amounts aggregating up to the largest amount that would not render such Guarantor’s obligations hereunder subject to avoidance under Section 548 of the Guaranteed Obligations shall give rise to a separate cause United States Bankruptcy Code or any comparable provisions of action hereunder and separate suits may be brought hereunder as each cause of action arises. The Guarantor agrees that the Notes issued pursuant to the Note Agreement may (but need not) make reference to this Guaranty Agreement. The Guarantor hereby acknowledges and agrees that the Guarantor’s liability hereunder is joint and several with any other Person(s) who may guarantee the Guaranteed Obligationsstate law.

Guaranty. The Subject to Section 2.21 of the Credit Agreement, each Guarantor hereby irrevocably and unconditionally guarantees to each holder, the due Lenders and the Administrative Agent the full and punctual payment in full of (a) the principal of, Make-Whole Amount, if any, and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts when due under, the Notes when and as the same shall become due and payable (whether at stated maturity or maturity, by required or optional prepayment or pre-payment, by acceleration or otherwise) of all of the obligations of the Borrower under the Credit Agreement and the other Loan Documents (b) any including, but not limited to, the principal of the Loans advanced to the Borrower, all Reimbursement Obligations of the Borrower in respect of Letters of Credit, and all interest, fees, expenses, indemnities and other sums amounts payable by the Borrower under the Credit Agreement), including all such which may would become due to but for the holders or the Collateral Agent under the terms and provisions operation of the Notesautomatic stay pursuant to §362(a) of the Federal Bankruptcy Code (Title 11, the Note Agreement, the Collateral Agreement or any other Note Document (all such obligations described in clauses (aUnited States Code) and the operation of §502(b) of the Federal Bankruptcy Code (b) above are herein called collectively, the “Guaranteed Obligations”). The guaranty in the preceding sentence This Guaranty is an absolute, present unconditional and continuing guaranty of the full and punctual payment and performance of all such Guaranteed Obligations, and not of collectability their collectibility only and is in no way conditional or contingent conditioned upon any requirement that the Administrative Agent or any Lender first attempt to collect from the Company or any other guarantor of the Notes or other Guaranteed Obligations or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail to pay any of such Guaranteed Obligations, the Guarantor agrees to pay the same when due to the Collateral Agent and/or holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes, the Note Agreement, the Collateral Agreement and the other Note Documents. Each default in payment of any of the Guaranteed Obligations shall give rise from the Borrower or resort to a separate cause any other means of action hereunder obtaining payment. Should an Event of Default occur with respect to the payment or performance of any such Guaranteed Obligations of the Borrower, the obligations of the Guarantors under this Guaranty with respect to such Guaranteed Obligations in default shall, upon demand by the Administrative Agent, become immediately due and separate suits payable to the Administrative Agent, for the benefit of the Lenders and the Administrative Agent, without demand or notice of any nature, all of which are expressly waived by each Guarantor. Payments by any Guarantor in respect of this Guaranty may be brought hereunder as each cause required by the Administrative Agent on any number of action arisesoccasions. The All payments by any Guarantor agrees that the Notes issued pursuant in respect of this Guaranty shall be made to the Note Agreement may (but need not) make reference Administrative Agent, in the manner and at the place of payment specified in the Credit Agreement, for the account of the Lenders and the Administrative Agent. Anything contained herein to this Guaranty Agreement. The the contrary notwithstanding, the obligations of each Guarantor hereby acknowledges and agrees hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under §548 of the Guarantor’s liability hereunder is joint and several with Federal Bankruptcy Code or any other Person(s) who may guarantee the Guaranteed Obligationscomparable provisions of any similar federal or state Law.

Guaranty. The Guarantor hereby irrevocably (a) Each Guarantor, jointly and severally, irrevocably, absolutely and unconditionally guarantees as a primary obligor and not merely as surety: (i) to each holderthe Lender Creditors the full and prompt payment when due (whether at the stated maturity, the due and punctual payment in full by required prepayment, declaration, acceleration, demand or otherwise) of (ax) the principal of, Make-Whole Amountpremium, if any, and interest on the Notes issued by, and the Loans made to, the European Borrower under the Credit Agreement, and all reimbursement obligations and Unpaid Drawings with respect to Letters of Credit issued for the account of European Borrower and (y) all other Obligations (including, without limitation, obligations which, but for the commencement of any insolvency proceeding, would become due), liabilities and indebtedness owing by the European Borrower to the Lender Creditors under the Credit Agreement (including without limitation all obligations of the European Borrower to the Administrative Agent under Section 13.22 of the Credit Agreement) and each other Credit Document to which the European Borrower is a party (including, without limitation, indemnities, Fees and interest thereon (including, without limitation, in each case, any interest accruing after the filing of any petition in bankruptcy, or the commencement of any bankruptcy, insolvency, reorganization receivership or like proceedingsimilar proceeding at the rate provided for in the Credit Agreement, whether or not a claim for post-filing or post-petition such interest is an allowed claim in any such proceeding)), and any other amounts due whether now existing or hereafter incurred under, arising out of, or in connection with, the Notes Credit Agreement and each such other Credit Document (all such principal, premium, interest, reimbursement obligations, Unpaid Drawings, liabilities, indebtedness and obligations under this clause (i), except to the extent consisting of obligations or liabilities with respect to Secured Hedging Agreements and Treasury Services Agreements, being herein collectively called the “Credit Document Obligations”); (ii) to each Specified Creditor the full and prompt payment when and as the same shall become due and payable (whether at the stated maturity or by required or optional prepayment or maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the commencement of any insolvency proceeding, would become due), liabilities and indebtedness (bincluding, in each case, any interest accruing after the commencement of any bankruptcy, insolvency, receivership or similar proceeding at the rate provided for in the respective Secured Hedging Agreements, whether or not such interest is an allowed claim in any such proceeding) owing by the European Borrower and its Subsidiaries under any expenses, indemnities and other sums which may become due to the holders or the Collateral Agent under the terms and provisions of the Notes, the Note Secured Hedging Agreement, the Collateral Agreement whether now in existence or any other Note Document hereafter arising (all such obligations obligations, liabilities and indebtedness described in clauses this clause (aii) being herein collectively called the “Other Obligations”); and (biii) above to each Treasury Services Creditor the full and prompt payment when due (whether at the stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding at the rate provided for in the respective documentation, whether or not such interest is allowed in any such proceeding) owing by the European Borrower or any of its Subsidiaries to the Treasury Services Creditors with respect to Treasury Services, whether now in existence or hereafter arising in each case under any Treasury Services Agreement (all such obligations, liabilities and indebtedness described in this clause (iii) being herein collectively called the “Treasury Services Obligations” and, together with the Credit Document Obligations and the Other Obligations are herein collectively called the “Guaranteed Obligations”). The guaranty in As used herein, the preceding sentence term “Guaranteed Party” shall mean the European Borrower, and each of its Subsidiaries that is party to any Secured Hedging Agreement with an absoluteSpecified Creditor or a Treasury Services Agreement with a Treasury Services Creditor. Each Guarantor understands, present agrees and continuing guaranty of payment and not of collectability and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes or other Guaranteed Obligations or upon any other action, occurrence or circumstance whatsoever. In the event confirms that the Company shall fail to pay any of such Guaranteed Obligations, the Guarantor agrees to pay the same when due Secured Creditors may enforce this Guaranty up to the Collateral Agent and/or holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes, the Note Agreement, the Collateral Agreement and the other Note Documents. Each default in payment of any full amount of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. The against such Guarantor agrees that the Notes issued pursuant to the Note Agreement may (but need not) make reference to this Guaranty Agreement. The Guarantor hereby acknowledges and agrees that the Guarantor’s liability hereunder is joint and several with without proceeding against any other Person(s) who may guarantee Guarantor, the Borrowers, any other Guaranteed Party, against any security for the Guaranteed Obligations, or under any other guaranty covering all or a portion of the Guaranteed Obligations.

Guaranty. The To induce the Guaranteed Parties to enter into the Agreement and Plan of Merger, dated as of the date hereof (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Agreement”) entered into concurrently herewith by and among the Guaranteed Parties, Eagle Parent Holdings L.P., a Delaware limited partnership, (“Parent”), Eagle Merger Sub 1 Corporation, a Delaware corporation (“MergerCo 1”), and Eagle Merger Sub 2 Corporation, a Delaware corporation (“MergerCo 2”), the Guarantor hereby absolutely, irrevocably and unconditionally guarantees to each holderthe Guaranteed Parties, on the terms and subject to the conditions set forth herein, the due and punctual payment in full observance, performance and discharge of 50% of (a) the principal ofpayment obligations of Parent with respect to the Parent Termination Fee, Make-Whole Amount, if any, and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any expensesthe payment obligations of Parent under Section 7.17 of the Agreement, indemnities (c) the payment obligations of Parent under the last sentence of Section 7.11(d) of the Agreement, and other sums which may become due (d) the payment obligations of Parent under the final sentence of Section 9.2(d) of the Agreement, in each case, subject to the holders or the Collateral Agent under the terms and provisions limitations of the NotesAgreement (collectively, the Note Agreement, the Collateral Agreement or any other Note Document (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). In no event shall the Guarantor’s aggregate liability under this Guaranty exceed the sum of (i) $150,000,000.00 and (ii) the amount of all costs and expenses provided under Section 4 hereof (collectively, the “Cap”). The guaranty in parties agree that this Guaranty may not be enforced against the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectability and is Guarantor without giving effect to the Cap. The Guaranteed Parties agree that in no way conditional or contingent upon any attempt to collect from event shall the Company or any other guarantor of the Notes or other Guaranteed Obligations or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail Guarantor be required to pay any of such Guaranteed Obligations, the Guarantor agrees to pay the same when due to the Collateral Agent and/or holders entitled theretoGuaranteed Parties under, without demandin respect of, presentment, protest or notice of in connection with this Guaranty or the Agreement or the transactions contemplated thereby any kind, amounts other than as expressly set forth herein. All payments hereunder shall be made in lawful money of the United States of AmericaStates, pursuant in immediately available funds. Each capitalized term used and not defined herein and the terms “affiliate” and “person” shall have the meanings ascribed to the requirements for payment specified them in the NotesAgreement. If Parent fails to discharge any of the Obligations when due (whether or not any bankruptcy, insolvency or similar proceeding shall have stayed the Note Agreement, the Collateral Agreement and the other Note Documents. Each default in payment accrual or collection of any of such obligations or operated as a discharge thereof), the Guaranteed Obligations shall give rise Parties may at any time and from time to time until the termination of this Guaranty pursuant to Section 9 hereof, at the Guaranteed Parties’ option, and so long as Parent has failed to perform any of such Obligations, take any and all actions available hereunder to enforce the Obligations, subject to the Cap. In furtherance of the foregoing, the Guarantor acknowledges that the Guaranteed Parties may, in their sole discretion, bring and prosecute a separate cause action or actions against the Guarantor for the full amount of action hereunder and separate suits may be brought hereunder as each cause of action arises. The Guarantor agrees that the Notes issued pursuant to the Note Agreement may (but need not) make reference to this Guaranty Agreement. The Guarantor hereby acknowledges and agrees that the Guarantor’s liability liabilities hereunder in respect of the Obligations (subject to the Cap), regardless of whether an action is joint and several with brought against Parent or whether Parent is joined in any other Person(s) who may guarantee the Guaranteed Obligationssuch action or actions.

Guaranty. The Guarantor hereby irrevocably and unconditionally guarantees to each holder, the due and punctual payment in full of (a) The undersigned Completion Guarantor, as primary obligor and not merely as surety, unconditionally and irrevocably guarantees to (i) the principal of, Make-Whole Amount, if anyBank Agent acting on behalf of the Bank Lenders, and interest (ii) the Indenture Trustee acting on behalf of the Second Mortgage Note Holder(s), (A) the performance by the Company of its obligation under the Disbursement Agreement to achieve Completion on or before the Scheduled Completion Date and thereafter to achieve Final Completion, (B) payment and performance when due, whether by acceleration or otherwise, of the full amount of any and all obligations and liabilities of the Company under Sections 5.8.1, 5.8.3 and the last sentence of Section 5.21 of the Disbursement Agreement (the "Relevant Provisions"), and (C) the payment or performance when due of all other "Obligations" (as defined in the Disbursement Agreement) of the Loan Parties under the Credit Agreement and the Second Mortgage Notes Indenture, whether by acceleration or otherwise, together with all expenses incurred by the Disbursement Agent or the Lender Beneficiaries in enforcing any of such obligations and liabilities or the terms hereof, including, without limitation, interest accruing after reasonable fees and expenses of legal counsel (collectively, the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding"Obligations"), and agrees that if for any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any expenses, indemnities and other sums which may become due to the holders or the Collateral Agent under the terms and provisions of the Notes, the Note Agreement, the Collateral Agreement or any other Note Document (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectability and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes or other Guaranteed Obligations or upon any other action, occurrence or circumstance whatsoever. In the event that reason the Company shall fail to pay or perform when due any of such Guaranteed Obligations, the Completion Guarantor agrees to will pay or perform the same when due forthwith. Notwithstanding any other provision hereof, Completion Guarantor's aggregate liability under this Section 1(a), excluding any amounts payable under Section 18 below and any amounts transferred from the Completion Guaranty Deposit Account to the Collateral Agent and/or holders entitled theretoCompany Funds Account pursuant to Section 2(e) below, without demandshall in no event exceed Fifty Million Dollars ($50,000,000) (the "Liability Cap"). Amounts payable by Completion Guarantor under Section 18 below and amounts transferred from the Completion Guaranty Deposit to the Company's Funds Account shall be disregarded for purposes of the Liability Cap. Completion Guarantor waives notice of acceptance of this Guaranty and of any obligation to which it applies or may apply under the terms hereof, and waives diligence, presentment, protest or demand of payment, notice of dishonor or non-payment, protest, notice of protest, of any kindsuch obligations, in lawful money of suit or taking other action by the United States of America, pursuant to the requirements for payment specified in the NotesDisbursement Agent, the Note AgreementLender Beneficiaries or Lenders against, the Collateral Agreement and the giving any notice of default or other Note Documents. Each default in payment of notice to, or making any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. The Guarantor agrees that the Notes issued pursuant to the Note Agreement may demand on, any party liable thereon (but need not) make reference to this Guaranty Agreement. The Guarantor hereby acknowledges and agrees that the including Completion Guarantor’s liability hereunder is joint and several with any other Person(s) who may guarantee the Guaranteed Obligations).

Guaranty. The Guarantor hereby irrevocably and unconditionally guarantees to each holder, the due and punctual payment in full of (a) Guarantor hereby guarantees to the principal ofGNC Parties the full and timely payment and performance by Buyer of all of Buyer’s obligations hereunder, Make-Whole Amountsubject to the limitations herein, if any, and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in when such proceeding), payments and any other amounts due under, the Notes when and as the same shall obligations become due and payable in accordance herewith (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any expenses, indemnities and other sums which may become due to the holders or the Collateral Agent under the terms and provisions of the Notes, the Note Agreement, the Collateral Agreement or any other Note Document (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an Guaranteed Obligations are primary, absolute, present unconditional and continuing guaranty irrevocable, and such obligations shall continue in full force and effect until the payment of payment all of the Guaranteed Obligations and are not of collectability and is in no way conditional conditioned upon any event or contingent contingency or upon any attempt first to collect obtain payment from the Company Buyer under this Agreement, or pursuit of any other guarantor right or remedy against Buyer through the commencement of the Notes an Action or other Guaranteed Obligations or upon any other actionotherwise. With respect to its obligations hereunder, occurrence or circumstance whatsoever. In the event that the Company shall fail to pay any of such Guaranteed Obligations, the Guarantor agrees to pay the same when due to the Collateral Agent and/or holders entitled thereto, without demandexpressly waives diligence, presentment, demand of payment, protest or notice and all notices whatsoever, all defenses which may be available by virtue of any kindvaluation, stay, moratorium law or other similar applicable Law now or hereafter in effect, any right to require the marshalling of assets of Buyer, and all suretyship defenses generally. Guarantor acknowledges and agrees that its obligations hereunder shall continue in full force and effect, without notice from any other party in the event the obligations of Buyer or Guarantor under this Agreement are amended or in any way modified, and that the Guaranteed Obligations shall continue and shall apply in full to such amended obligations of Buyer or Guarantor as though the amended terms had been part of this Agreement from the original date of execution thereof. Guarantor acknowledges and agrees that its obligations hereunder shall not be released or discharged, in lawful money whole or in part, or otherwise affected by (a) the failure or delay on the part of the United States of America, pursuant any GNC Party or Seller Indemnitee to the requirements for payment specified assert any claim or demand or to enforce any right or remedy against Buyer; (b) any change in the Notestime, the Note Agreement, the Collateral Agreement and the other Note Documents. Each default in place or manner of payment or performance of any of the Guaranteed Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of this Agreement; (c) any change in the corporate existence, structure or ownership of Buyer; (d) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Buyer; (e) the existence of any claim, set-off or other right which Guarantor may have at any time against Buyer, whether in connection with the Guaranteed Obligations or otherwise; or (f) the adequacy of any means the GNC Parties or other Seller Indemnitees may have of obtaining payment or performance related to the Guaranteed Obligations. Notwithstanding anything to the contrary herein, the GNC Parties hereby agree that Guarantor shall give rise have all defenses, claims, and rights of set-off, deduction or release with respect to a separate cause the payment or performance of action hereunder and separate suits may be brought hereunder as each cause of action arises. The Guarantor agrees the Guaranteed Obligations that are available to the Notes issued Buyer pursuant to the Note Agreement may (but need not) make reference to this Guaranty terms of the Agreement. The Guarantor hereby acknowledges and agrees that the Guarantor’s liability hereunder is joint and several with any other Person(s) who may guarantee the Guaranteed Obligations.

Guaranty. The Guarantor In order to induce the Secured Parties to extend credit to the Borrower hereunder, the Pledgor hereby irrevocably irrevocably, absolutely and unconditionally guarantees to each holderguarantees, as a primary obligor and not merely as a surety, the payment when and as due of the Obligations. The Pledgor agrees that the due and punctual payment of the Obligations may be extended or renewed, in full whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee hereunder notwithstanding any such extension or renewal of any Obligation. The Pledgor waives presentment to, demand of payment from and protest to it of any of the Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of the Pledgor hereunder shall not be affected by (a) the principal failure of any Secured Party to assert any claim or demand or to enforce any right or remedy against the Borrower or any other Guarantor under the provisions of this Agreement, any other Loan Document or otherwise; (b) any extension or renewal of any of the Obligations; (c) any rescission, waiver, amendment or modification of, Make-Whole Amountor release from, any of the terms or provisions of this Agreement, or any other Loan Document or agreement; (d) any default, failure or delay, willful or otherwise, in the performance of any of the Obligations; (e) the failure of any Secured Party to take any steps to perfect and maintain any Lien in, or to preserve any rights to, any security or collateral for the Obligations, if any; (f) any change in the corporate, and interest on partnership or other existence, structure or ownership of the Borrower or any Guarantor; (includingg) the enforceability or validity of the Obligations or any part thereof or the genuineness, without limitation, interest accruing after the filing enforceability or validity of any petition in bankruptcyagreement relating thereto or with respect to any collateral securing the Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the commencement Borrower or any Guarantor of any insolvencyof the Obligations, reorganization for any reason related to this Agreement, any other Loan Document, or like proceedingany provision of applicable Law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by the Borrower or any Guarantor of the Obligations, of any of the Obligations or otherwise affecting any term of any of the Obligations; or (h) any other act, omission or delay to do any other act which may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any other Guarantor as a matter of law or equity or which would impair or eliminate any right of any Guarantor to subrogation. The Pledgor further agrees that its agreement hereunder constitutes a guarantee of payment when due (whether or not any bankruptcy or similar proceeding shall have stayed the accrual or collection of any of the Obligations or operated as a claim for post-filing or post-petition interest is allowed in such proceeding)discharge thereof) and not merely of collection, and waives any right to require that any resort be had by any Secured Party to any balance of any deposit account or credit on the books of such Secured Party in favor of the Borrower, any Guarantor or any other amounts due underPerson. The obligations of the Pledgor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever, by reason of the Notes invalidity, illegality or unenforceability of any of the Obligations, any impossibility in the performance of any of the Obligations or otherwise. The Pledgor further agrees that its obligations hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by any Secured Party upon the bankruptcy or reorganization of the Borrower or any Guarantor or otherwise (including pursuant to any settlement entered into by any Secured Party in its discretion). In furtherance of the foregoing and not in limitation of any other right which any Secured Party may have at law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower or such Guarantor to pay any Obligation when and as the same shall become due and payable (due, whether at stated maturity or maturity, by required or optional acceleration, after notice of prepayment or otherwise, the Pledgor hereby promises to and will, upon receipt of written demand by acceleration any Secured Party, forthwith pay, or otherwise) and (b) any expensescause to be paid, indemnities and other sums which may become due to such Secured Party in cash an amount equal to the holders or the Collateral Agent under the terms and provisions unpaid principal amount of the NotesObligations then due, together with accrued and unpaid interest thereon. Upon payment by the Note AgreementPledgor of any sums as provided above, all rights of the Collateral Agreement Pledgor against the Borrower arising as a result thereof by way of right of subrogation or otherwise shall in all respects be subordinated and junior in right of payment to the prior indefeasible payment in full in cash of all the Obligations owed by the Borrower to the Secured Parties. Nothing shall discharge or satisfy the liability of the Pledgor hereunder except the full payment in immediately available funds of the Obligations. In furtherance and not in limitation of the foregoing, no release of a Pledged Asset or any other Note Document (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectability and is in no way conditional or contingent upon any attempt to collect Collateral from the Company Administrative Agent’s Lien, shall release or any other guarantor be construed as a release of the Notes Pledgor from this Guaranty nor shall the release of Holdco from the Holdco Guaranty release or other Guaranteed Obligations or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail to pay any of such Guaranteed Obligations, the Guarantor agrees to pay the same when due to the Collateral Agent and/or holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money be construed as a release of the United States of America, pursuant to the requirements for payment specified in the Notes, the Note Agreement, the Collateral Agreement and the other Note Documents. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. The Guarantor agrees that the Notes issued pursuant to the Note Agreement may (but need not) make reference to Pledgor from this Guaranty Agreement. The Guarantor hereby acknowledges and agrees that the Guarantor’s liability hereunder is joint and several with any other Person(s) who may guarantee the Guaranteed ObligationsGuaranty.

Guaranty. The Guarantor As an inducement to Days Inns of America, Inc. (the "Company") to execute the foregoing Assignment and Assumption Agreement, the undersigned, jointly and severally, hereby irrevocably and unconditionally guarantees (i) warrant to each holderthe Company and its successors and assigns that all of Assignee's representations and warranties in the Assignment and Assumption Agreement are true and correct as stated, and (ii) guaranty that all of Assignee's obligations as the substituted Licensee (hereinafter referred to as "Licensee") under the License Agreement, including any amendments thereto whenever made (the "Agreement"), will be punctually paid and performed. Upon default by Licensee and notice from the Company, the due undersigned will immediately make each payment and punctual payment in full perform or cause Franchisee to perform, each obligation required of (a) Franchisee under the principal ofAgreement. Without affecting the obligations of the undersigned under this Guaranty, Make-Whole Amountthe Company may without notice to the undersigned extend, if any, and interest on (including, without limitation, interest accruing after the filing modify or release any indebtedness or obligation of any petition in bankruptcyFranchisee, or the commencement settle, adjust or compromise any claims against Franchisee. The undersigned waive notice of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any expenses, indemnities and other sums which may become due to the holders or the Collateral Agent under the terms and provisions amendment of the Notes, the Note Agreement, the Collateral Agreement giving of notice or any demand by the Company for payment or performance by Franchisee, which also applies to this Guaranty. Upon the death of an individual guarantor, the estate of such guarantor will be bound by this guaranty but only for defaults and obligations hereunder existing at the time of death, and the obligations of all other Note Document (all such obligations described guarantors will continue in clauses (a) full force and (b) above are herein called the “Guaranteed Obligations”)effect. The guaranty in the preceding sentence is an absoluteundersigned will not seek or accept indemnity, present reimbursement or subrogation against Licensee for any amount paid under this instrument unless and continuing guaranty of payment and not of collectability and is in no way conditional or contingent upon any attempt to collect until 367 days have elapsed from the Company or any other guarantor of the Notes or other Guaranteed Obligations or upon any other action, occurrence or circumstance whatsoever. In the event that date the Company shall fail to pay any receives payment of such Guaranteed Obligations, the Guarantor agrees to pay the same when due to the Collateral Agent and/or holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes, the Note Agreement, the Collateral Agreement and the other Note Documents. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. The Guarantor agrees that the Notes issued pursuant to the Note Agreement may (but need not) make reference to this Guaranty Agreement. The Guarantor hereby acknowledges and agrees that the Guarantor’s liability hereunder is joint and several with any other Person(s) who may guarantee the Guaranteed Obligationsamount.

Guaranty. The For Value Received, CONN APPLIANCES, INC., a Texas corporation, hereinafter called "Guarantor", in consideration of the premises and of the benefits that will accrue (whether directly or indirectly) to Tenant and Guarantor from that certain Shopping Center Lease Agreement, as amended, between Fiesta Mart, Inc. as "Landlord", and C.A.I., L.P. as "Tenant", covering approximately 88,293 square feet in the Beaumont Shopping Center ("Center"), 0000 Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxx Xxxxxx, Xxxxx, (the "Original Lease"), which consideration is acknowledged by Guarantor to be new, independent and sufficient, and as a material inducement to Landlord to enter that certain First Amendment to Lease Agreement ("First Amendment") pertaining to Tenant leasing an additional 18,500 square feet in the Center, Guarantor does hereby irrevocably unconditionally, fully and unconditionally guarantees to each holderabsolutely guarantee without offset or deduction, the prompt payment when due of all sums payable by Tenant under the Original Lease and punctual payment in full of First Amendment (a) the principal of, Make-Whole Amount, if anyOriginal Lease and First Amendment being hereafter collectively referred to as the "Lease"), and interest on to do or cause to be done, or perform or cause to be performed, all duties, covenants and obligations of Tenant under the Lease, for the full Lease Term and any renewals thereof, this Guaranty constituting an absolute and unconditional guaranty (1) of full payment, and not of collection of all sums due under the Lease, and (2) that Tenant will perform punctually and faithfully under and in accordance with the terms of the Lease. Guarantor further agrees to indemnify and hold harmless Landlord from any and all losses, damages, costs, and expenses (including, without limitation, interest accruing after costs of court and attorney's fees incurred by Landlord) in the filing event of any petition in bankruptcydefault or breach by Guarantor of its obligations under this Guaranty. Guarantor hereby agree that Guarantor, as principal obligor, will pay or otherwise provide for or bring about promptly when due all payments required of Tenant under the Lease and the timely and full performance of all duties, covenants and obligations of Tenant under the Lease, notwithstanding any fact or circumstance, including, but not limited to, (1) the liquidation, dissolution, receivership, insolvency or bankruptcy of Tenant, (2) the making by Tenant of an assignment for the benefit of its creditors, (3) the reorganization, arrangement, composition or readjustment of Tenant, or (4) any proceeding affecting the commencement status, existence or assets of any insolvencyTenant. Without limiting the foregoing, reorganization Guarantor expressly and specifically agrees that it will not be necessary or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding)required, and any other amounts due underGuarantor shall not be entitled to require, the Notes when and as the same that Landlord shall become due and payable (whether at stated maturity file suit or by required proceed to or optional prepayment or by acceleration or otherwise) and (b) any expenses, indemnities and other sums which may become due to the holders or the Collateral Agent under the terms and provisions of the Notes, the Note Agreement, the Collateral Agreement obtain a judgment against Tenant or any other Note Document (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absoluteparty, present and continuing guaranty or make any effort of payment and not of collectability and is in no way conditional or contingent upon any attempt to collect collection from the Company Tenant or any other guarantor party, or exercise any remedy or remedies provided in the Lease or by law before, or as a condition precedent to, enforcing the liability of Guarantor hereunder; and Guarantor, knowingly and with the Notes express intention of extinguishing legal rights (if any may exist), hereby waives any and all rights, whether existing by rule, statute, general law, equity or other Guaranteed Obligations otherwise, to assert or upon require that (1) Landlord previously seek or obtain judgment against Tenant or any other actionparty prior to Landlord's suing Guarantor for the enforcement of this Guaranty, occurrence or circumstance whatsoever. In the event that the Company shall fail to pay any of such Guaranteed Obligations, the Guarantor agrees to pay the same when due to the Collateral Agent and/or holders entitled thereto, without demand, presentment, protest (2) Landlord joins Tenant or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes, the Note Agreement, the Collateral Agreement and the other Note Documents. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. The Guarantor agrees that the Notes issued pursuant to the Note Agreement may (but need not) make reference to this Guaranty Agreement. The Guarantor hereby acknowledges and agrees that the Guarantor’s liability hereunder is joint and several with any other Person(s) who may guarantee party in any suit against Guarantor for the Guaranteed Obligationsenforcement of this Guaranty.

Guaranty. The In consideration of Green Plains Ethanol Storage LLC (“Beneficiary”) agreeing at the request of Green Plains Inc., 000 Xxxxxxx Xxxxxxx, Xxxxx 000, Xxxxx, Xxxxxxxx 00000 (“Guarantor”) to enter into and execute that certain Ethanol Storage and Throughput Agreement, dated , 2015 (the “Agreement”) with Green Plains Trade Group LLC (“Obligor”), Guarantor does hereby guarantee to Beneficiary, irrevocably and unconditionally, except as set forth in this Guaranty, the payment, upon Beneficiary’s demand, by Obligor of all obligations of Obligor to Beneficiary under the Agreement, whether now in existence or hereafter arising (the “Guaranteed Obligation”). Guarantor hereby irrevocably waives notice of acceptance of this Guaranty and unconditionally guarantees to each holder, the due and punctual payment in full of (a) the principal of, Make-Whole Amount, if any, and interest on (including, without limitation, interest accruing after the filing notice of any petition obligation to which it may apply, and, except as provided in bankruptcythis Guaranty, waives presentment, demand for payment, protest, notice of dishonor, non-payment or non-performance of any such obligation, suit or the commencement taking of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding)other action by Beneficiary against, and any other amounts due undernotice to, Obligor, Guarantor or others. Beneficiary may at any time and from time to time without notice or consent of Guarantor (a) agree with Obligor to make any change in, or amend, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and terms of any Guaranteed Obligation, (b) take or fail to take any expensesaction in respect of any security for any Guaranteed Obligation, indemnities (c) exercise or refrain from exercising any rights against Obligor or others under the Agreement, or (d) compromise or subordinate any Guaranteed Obligation, including any security therefor, with the assurance that the obligation of Guarantor to Beneficiary will not be impaired or compromised beyond that which is ultimately agreed to between Beneficiary and other sums Obligor. This guaranty shall continue in full force and effect until the date of termination of the Guaranteed Obligation. It is understood, however, that notwithstanding any such expiration or termination taking effect, this Guaranty shall continue in full force and effect with respect to any Guaranteed Obligation guaranteed hereunder which have been incurred, arise or otherwise relate to any period prior to such expiration or termination becoming effective. Guarantor further agrees that this Guaranty shall continue to be effective or be reinstated, as the case may become be, if at any time the payment, or any part thereof, of any Guaranteed Obligation is rescinded or must otherwise be reinstated or returned due to the holders bankruptcy or the Collateral Agent under the terms and provisions of the Notes, the Note Agreement, the Collateral Agreement insolvency laws or any other Note Document (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”)otherwise. The guaranty in the preceding sentence This Guaranty is an absolute, present and continuing guaranty one of payment and not one of collectability collection. Beneficiary may make written demand directly on Guarantor for such payment upon default by Obligor of any Guaranteed Obligation. In addition, Guarantor, upon demand, will reimburse Beneficiary for reasonable attorney fees necessarily incurred by Beneficiary in collection of payments or enforcement of performance hereunder. Except as to applicable statutes of limitation, delay by Beneficiary in making demand will not alter Guarantor’s obligation under this Guaranty and is Beneficiary will not be required to exhaust any remedies it may have against Obligor. Notices and demands are to be made (i) via personal delivery, express courier or certified mail, postage prepaid and return receipt requested, with such method of delivery effective upon receipt, or (ii) via electronic mail, with such method of delivery effective upon confirmation of receipt (but only if followed by transmittal by personal delivery or express courier for delivery on the next business day). Any notice to Guarantor or demand on Guarantor must be made to the following address, to the attention of General Counsel; Green Plains Inc., 000 Xxxxxxx Xxxxxxx, Xxxxx 000, Xxxxx, Xxxxxxxx 00000, xxxxxxxx.xxxxx@xxxxxxx.xxx. THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN CONFORMITY WITH THE LAWS OF THE STATE OF NEBRASKA WITHOUT REGARD TO ANY CONFLICT OF LAWS DOCTRINE WHICH WOULD APPLY THE LAWS OF ANOTHER JURISDICTION. GUARANTOR HEREBY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEBRASKA AND TO FEDERAL COURTS LOCATED WITHIN THE COUNTY OF XXXXXXX IN THE CITY OF OMAHA. EACH OF GUARANTOR AND BENEFICIARY HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS GUARANTY OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY. EACH OF GUARANTOR AND BENEFICIARY (A) CERTIFIES THAT NO AGENT, ATTORNEY, REPRESENTATIVE OR ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, AND (B) ACKNOWLEDGES THAT GUARANTOR AND BENEFICIARY, AS APPLICABLE, HAVE BEEN INDUCED TO ENTER INTO THIS GUARANTY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH. No term of provision of this Guaranty may be waived, amended, supplemented or otherwise modified except in no way conditional or contingent upon any attempt to collect from a writing signed by Guarantor and Beneficiary. This Guaranty embodies the Company or any other guarantor entire terms of the Notes or other Guaranteed Obligations or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail guaranty of payment by Guarantor to pay any of such Guaranteed Obligations, the Guarantor agrees to pay the same when due to the Collateral Agent and/or holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements Beneficiary for payment specified in the Notes, the Note Agreement, the Collateral Agreement and the other Note Documents. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause Obligation, superseding any related prior understandings or agreements. This Guaranty is executed effective as of action hereunder and separate suits may be brought hereunder as each cause of action arises, 2015. The Guarantor agrees that the Notes issued pursuant to the Note Agreement may GREEN PLAINS INC. EXHIBIT G TERMINAL DESCRIPTION Location/Terminals Minimum Throughput (but need notmmg per calendar quarter) make reference to this Guaranty Agreement. The Guarantor hereby acknowledges and agrees that the Guarantor’s liability hereunder is joint and several with any other Person(sEthanol Storage Capacity (mmg) who may guarantee the Guaranteed Obligations.Tank Bottoms (in gallons) Atkinson, Nebraska 9.38 2.074 363,000 Bluffton, Indiana 27.90 3.000 000,000 Xxxxxxx Xxxx, Xxxxxxxx 22.75 2.250 300,000 Fairmont, Minnesota 21.56 3.124 275,000 Lakota, Iowa 18.75 2.500 300,000 Obion, Tennessee 27.96 3.000 000,000 Xxx, Xxxxxxxx 11.00 1.550 150,000 Otter Tail, Minnesota 9.75 2.000 250,000 Riga, Michigan 13.95 1.239 190,000 Shenandoah, Iowa 15.11 1.524 150,000 Superior, Iowa 11.10 1.238 000,000 Xxxx Xxxxx, Xxxxxxxx 23.29 3.124 280,000 EXHIBIT H ETHANOL PRODUCTION FACILITIES Ethanol Production Plant Location Xxxxxxxx, Nebraska Bluffton, Indiana Central City, Nebraska Fairmont, Minnesota Lakota, Iowa Obion, Tennessee Ord, Nebraska Otter Trail, Minnesota Riga, Michigan Shenandoah, Iowa Superior, Iowa Wood River, Nebraska

Guaranty. The Guarantor hereby irrevocably Each Guarantor, jointly and severally with each other Guarantor, unconditionally guarantees guaranties all obligations of Borrower under the Note, whether now existing or hereafter incurred or created, joint or several, direct or indirect, absolute or contingent, due or to each holderbecome due, the due and punctual payment in full matured or unmatured, liquidated or unliquidated, arising by contract, operation of law or otherwise, including (a) the all principal of, Make-Whole Amount, if any, and interest (including any interest on (including, without limitation, interest accruing the Note) which accrues after the filing of any petition in bankruptcy, or the commencement of any insolvencycase, proceeding or other action relating to the bankruptcy, insolvency or reorganization of the Company or like proceedingwould have accrued but for the application of provisions of the Bankruptcy Reform Act of 1978 (11 U.S.C. Sections 101-1330), whether as amended or not a claim for post-filing or post-petition interest is allowed in such proceeding)supplemented from time to time, and any other amounts due undersuccessor statute, the Notes when and as the same shall become due any and payable all rules issued or promulgated in connection therewith (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and “Bankruptcy Code”); (b) all other amounts (including any fees or expenses, indemnities and other sums which may become due to ) payable by Borrower under the holders Note or the Collateral Agent under the terms Loan Agreement and provisions (c) any renewals, refinancings or extensions of any of the Notesforegoing (collectively, the Note Agreement, the Collateral Agreement or any other Note Document (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”), when due and at the place specified therefor. The This guaranty in the preceding sentence by each Guarantor is an absolute, present unconditional and continuing guaranty of the full and punctual payment and performance by Borrower of the Obligations and not of collectability their collectibility only and is in no way conditional or contingent conditioned upon any requirement that SNH first attempt to collect any of the Obligations from the Company Borrower or any other guarantor of the Notes Guarantor or resort to any security or other Guaranteed Obligations or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail to pay any means of such Guaranteed Obligations, the Guarantor agrees to pay the same when due to the Collateral Agent and/or holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes, the Note Agreement, the Collateral Agreement and the other Note Documents. Each default in obtaining payment of any of the Guaranteed Obligations which SNH now has or may acquire after the date hereof, or upon any other contingency whatsoever, and the obligations of each Guarantor hereunder shall give rise not be subject to a separate any counterclaim, setoff, recoupment or defense based upon any claim such Guarantor may have against SNH, Borrower or any other Guarantor. Upon any default by Borrower in the full and punctual payment and performance of the Obligations or any part thereof, the Guarantors will promptly pay or cause to be paid to SNH, the amount of action such Obligations which is then due and payable. Payments by the Guarantors hereunder and separate suits may be brought hereunder as each cause required to be made on any number of action arises. The Guarantor agrees that the Notes issued pursuant to the Note Agreement may (but need not) make reference to this Guaranty Agreement. The Guarantor hereby acknowledges and agrees that the Guarantor’s liability hereunder is joint and several with any other Person(s) who may guarantee the Guaranteed Obligationsoccasions.

Guaranty. The Guarantor hereby irrevocably and unconditionally guarantees to each holder, holder the due and punctual payment in full of (a) the principal of, Make-Whole Make‑Whole Amount, if any, and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing post‑filing or post-petition post‑petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and ), (b) any expenses, indemnities and other sums which may become due to the holders or the Collateral Agent under the terms and provisions of the Notes, Notes or the Note Agreement, Purchase Agreement and (c) the Collateral performance of all other obligations of the Company under the Note Purchase Agreement or any other Note Document (all such obligations described in clauses (a), (b) and (bc) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectability collectibility and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes or other Guaranteed Obligations or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed ObligationsObligations when due, the Guarantor agrees to pay the same when due to the Collateral Agent and/or holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes, Notes and the Note Purchase Agreement, the Collateral Agreement and the other Note Documents. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. The Guarantor agrees that the Notes issued pursuant to in connection with the Note Purchase Agreement may (but need not) make reference to this Guaranty Agreement. The Guarantor agrees to pay all reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees of one special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holders, one local counsel in each applicable jurisdiction and/or one specialty counsel in each applicable specialty, for the holders, taken as a whole) incurred by the holders of the Notes in connection with enforcing or defending (or determining whether or how to enforce or defend) the provisions of the Note Purchase Agreement, the Notes and this Guaranty Agreement. The Guarantor hereby acknowledges and agrees that the Guarantor’s liability hereunder is joint and several with any other Person(s) who may guarantee the Guaranteed Obligationsobligations and Debt under and in respect of the Notes and the Note Purchase Agreement.

Guaranty. The undersigned, deCODE Genetics, Inc. and MediChem Life Sciences, Inc. (collectively “Guarantor”), to induce Woodridge Holdings LLC and Big T Investments LLC (“Landlord”) to execute that certain Lease Agreement between Landlord and deCODE Chemistry, Inc. (“Tenant”) dated as of June 8, 2007 (the “Lease”) and as a material consideration and inducement therefore (recognizing that without execution of this guaranty, Landlord would not be wiling to enter into or make the Lease with Tenant and recognizing that since Tenant is affliated with Guarantor, the Lease is of direct benefit to Guarantor) hereby unconditionally guarantees the performance and observance by Tenant of all the obligations, covenants and agreements provided in the Lease, as same may be amended from time to time, to be performed or observed by Tenant during the term of the Lease (including specifically and without limiting the generality of the foregoing, payment by Tenant of all rent and other amounts which may be or become due from Tenant under the Lease). This Guaranty is an absolute and unconditional Guaranty of payment and performance. It shall be enforceable against the Guarantor without the necessity for any suit or proceedings on the Landlord’s part of any kind or nature whatsoever against the Tenant and without the necessity of any notice of non-payment, non-performance or non-observance or of any notice of acceptance of this Guaranty or of any other notice or demand to which the Guarantor might otherwise be entitled, all of which the Guarantor hereby expressly waives. The Guarantor hereby irrevocably expressly agrees that the validity of this Guaranty and unconditionally guarantees to each holderthe obligations of the Guarantor hereunder shall in no manner be terminated, affected, diminished or impaired by reason of the due and punctual payment in full of (a) the principal of, Make-Whole Amount, if any, and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, assertion or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, failure to assert by the Notes when and as Landlord against the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any expenses, indemnities and other sums which may become due to the holders or the Collateral Agent under the terms and provisions of the Notes, the Note Agreement, the Collateral Agreement or any other Note Document (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectability and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes or other Guaranteed Obligations or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail to pay any of such Guaranteed Obligations, the Guarantor agrees to pay the same when due to the Collateral Agent and/or holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes, the Note Agreement, the Collateral Agreement and the other Note Documents. Each default in payment Tenant of any of the Guaranteed Obligations shall give rise rights or remedies reserved to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. The Guarantor agrees that the Notes issued Landlord pursuant to the Note Agreement provisions of the Lease. This Guaranty shall be a continuing Guaranty, and the liability of the Guarantor hereunder shall in no way be affected, modified or diminished by reason of any assignment, renewal, modification or waiver of or change in any of the terms, covenants, conditions or provisions of the Lease, or the reason of any extension of time that may (but need not) make reference be granted by the Landlord to the Tenant or by reason of any dealings or transactions or matter or thing occurring between the Landlord and the Tenant whether or not notice thereof is given to the Guarantor. Furthermore, this Guaranty Agreementshall not be revoked by the bankruptcy or insolvency of the Tenant. The Guarantor hereby acknowledges All of the Landlord’s rights and agrees that remedies under the Lease and under this Guaranty are intended to be distinct, separate and cumulative and no such right and remedy therein or herein mentioned is intended to be in exclusion of or a waiver of any of the others. This Guaranty shall inure to the benefit of the Landlord, its successors and assigns and shall be binding on the successors and assigns of the Guarantor’s liability hereunder . If there is more than one guarantor included within the definition of Guarantor as that term is used herein, all obligations and terms imposed upon Guarantor by this guaranty agreement shall be joint and several with any other Person(s) who may guarantee as to all of such guarantors. This Guaranty shall be governed by, and construed in accordance with, the Guaranteed Obligations.laws of the State of Ilinois. Dated: June 8, 2007. GUARANTOR: deCODE Genetics, Inc., By: Title: CFO and Treasurer MediChem Life Sciences, Inc. By: Title: US Controller EXHIBIT F INSURANCE STANDARDS

Guaranty. The Guarantor hereby Borrower unconditionally and irrevocably and unconditionally guarantees to each holderthe Bank the punctual payment of all sums now owing or which may in the future be owing by any Foreign Subsidiary under the Foreign Subsidiary Credit Lines, when the same are due and punctual payment in full of (a) the principal ofpayable, Make-Whole Amountwhether on demand, if anyat stated maturity, by acceleration or otherwise, and interest on whether for principal, interest, fees, expenses, indemnification or otherwise (includingall of the foregoing sums being the “Guaranteed Liabilities”). The Guaranteed Liabilities include, without limitation, interest accruing after the filing commencement of a proceeding under bankruptcy, insolvency or similar laws of any petition jurisdiction at the rate or rates provided in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed documents executed in such proceeding), and any other amounts due under, connection with the Notes when and as the same shall become due and payable Foreign Subsidiary Credit Lines (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any expenses, indemnities and other sums which may become due to the holders or the Collateral Agent under the terms and provisions of the Notes, the Note Agreement, the Collateral Agreement or any other Note Document (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed ObligationsForeign Credit Documents”). The guaranty in the preceding sentence This is an absolute, present and continuing a guaranty of payment and not of collectability and is in no way conditional collection. The Bank shall not be required to exhaust any right or contingent upon remedy or take any attempt to collect from the Company action against any Foreign Subsidiary or any other guarantor Person or any collateral. The Borrower agrees that, as between the Borrower and the Bank, the Guaranteed Liabilities may be declared to be due and payable for the purposes of this guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards any Foreign Subsidiary and that in the event of a declaration or attempted declaration, the Guaranteed Liabilities shall immediately become due and payable by the Borrower for the purposes of this guaranty. (i) The Borrower guarantees that the Guaranteed Liabilities shall be paid strictly in accordance with the terms of the Notes Foreign Subsidiary Credit Lines. The liability of the Borrower under this Section 1.5 is absolute and unconditional irrespective of: (a) any change in the time, manner or other Guaranteed Obligations place of payment of, or upon in any other actionterm of, occurrence all or circumstance whatsoever. In the event that the Company shall fail to pay any of such Guaranteed Obligations, the Guarantor agrees to pay the same when due to the Collateral Agent and/or holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes, the Note Agreement, the Collateral Agreement and the other Note Documents. Each default in payment of any of the Foreign Credit Documents or Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. The Guarantor agrees that the Notes issued pursuant to the Note Agreement may (but need not) make reference to this Guaranty Agreement. The Guarantor hereby acknowledges and agrees that the Guarantor’s liability hereunder is joint and several with Liabilities, or any other Person(samendment or waiver of or any consent to departure from any of the terms of any Foreign Credit Document or Guaranteed Liability, including any increase or decrease in the rate of interest thereon; (b) who may guarantee any release or amendment or waiver of, or consent to departure from, any other guaranty or support document, or any exchange, release or non-perfection of any collateral, for all or any of the Foreign Credit Documents or Guaranteed Obligations.Liabilities; (c) any present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any Foreign Credit Document or Guaranteed Liability; (d) without being limited by the foregoing, any lack of validity or enforceability of any Foreign Credit Documents or Guaranteed Liabilities; and (e) any other setoff, defense or counterclaim whatsoever (in any case, whether based on contract, tort or any

Guaranty. The If after the Effective Date Great American and/or any Affiliate or Subsidiary thereof obtains a Parent Working Capital Facility, each Guarantor hereby irrevocably absolutely and unconditionally guarantees unconditionally, jointly and severally, as a primary guarantor and not merely as a surety guarantees, agrees to each holderbe liable for, the due and punctual payment in full of (a) the principal of, Make-Whole Amount, if any, and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable performance (whether at the stated maturity or maturity, by required or optional prepayment or prepayment, by acceleration or otherwise) and (b) any expenses, indemnities and other sums which may become due to the holders or the Collateral Agent under the terms and provisions by each of the Notes, Borrowers of the Note Agreement, the Collateral Agreement or any other Note Document Guaranteed Amount (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed ObligationsPWCF Guaranty Obligation”). The guaranty However, at all times during which such Parent Working Capital Facility is not in place, either because it has not yet been obtained or because it has expired or is terminated for any reason, each Guarantor absolutely and unconditionally, jointly and severally, as a primary guarantor and not merely as a surety guarantees, agrees to be liable for, the preceding sentence due and punctual payment and performance (whether at the stated maturity, by required prepayment, by acceleration or otherwise) by each of the Borrowers of the Guaranteed Amount on or after the occurrence of the Key Date (the “Non-PWCF Guaranty Obligation”). Notwithstanding anything to the contrary set forth in Section 2, and for the sake of clarity, if, after Great American and/or any Affiliate or Subsidiary thereof obtains a Parent Working Capital Facility, such Parent Working Capital Facility expires or is an absoluteterminated for any reason, present (A) any then-existing PWCF Guaranty Obligations will remain in effect and continuing shall not become Non-PWCF Guaranty Obligations as a result of such Expiration or termination of the Parent Working Capital Facility, but (B) any new obligations which arise under the Guaranty after such expiration or termination will be Non-PWCF Guaranty Obligations. Each Guarantor further agrees that the Obligations and other Liabilities may be extended or reviewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon this Guaranty notwithstanding any extension or renewal of any such obligations or other Liabilities. This is a guaranty of payment and not of collectability and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes or other Guaranteed Obligations or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail to pay any of such Guaranteed Obligations, the Guarantor agrees to pay the same when due to the Collateral Agent and/or holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes, the Note Agreement, the Collateral Agreement and the other Note Documents. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. The Guarantor agrees that the Notes issued pursuant to the Note Agreement may (but need not) make reference to this Guaranty Agreement. The Guarantor hereby acknowledges and agrees that the Guarantor’s liability hereunder is joint and several with any other Person(s) who may guarantee the Guaranteed Obligationscollection.

Guaranty. The Guarantor hereby irrevocably and unconditionally guarantees to each holder, the due and punctual payment in full of (a) the principal of, Make-Whole Amount, if any, and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any expenses, indemnities and other sums which may become due to the holders or the Collateral Agent under the terms and provisions of the Notes, the Note Agreement, the Collateral Agreement or any other Note Document (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence This is an absolute, present unconditional, irrevocable, and continuing guaranty of payment and performance, and not merely of collectability collection, and the circumstance that at any time or from time to time any Guaranteed Debt may be paid in full does not affect the obligation of each Guarantor with respect to any Guaranteed Debt thereafter incurred. This Guaranty shall remain in effect until the Guaranteed Debt is fully paid and performed, all commitments to extend any credit under the Loan Documents have terminated, all Letters of Credit have expired or been terminated, and all Swap Contracts with any Lender or any Affiliate of any Lender have expired; provided that this Guaranty shall continue in no way conditional full force and effect or contingent upon be revived, as the case may be, if any attempt to collect from payment by or on behalf of the Company Borrower or any other guarantor obligor on any Guaranteed Debt is made, or any Benefitted Party exercises its right of setoff, in respect of any Guaranteed Debt and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any Benefitted Party) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred. No Guarantor may rescind or revoke its obligations with respect to any Guaranteed Debt. Notwithstanding any contrary provision, it is the intention of each Guarantor and each Benefitted Party that the amount of the Notes Guaranteed Debt guaranteed by each Guarantor under this Guaranty shall be in, but not in excess of, the maximum amount permitted by fraudulent conveyance, fraudulent transfer, or other Guaranteed Obligations similar insolvency Laws applicable to such Guarantor. Accordingly, notwithstanding anything to the contrary contained in this Guaranty or upon any other action, occurrence agreement or circumstance whatsoever. In instrument executed in connection with the event that the Company shall fail to pay any of such Guaranteed Obligations, the Guarantor agrees to pay the same when due to the Collateral Agent and/or holders entitled thereto, without demand, presentment, protest payment or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes, the Note Agreement, the Collateral Agreement and the other Note Documents. Each default in payment performance of any of the Guaranteed Obligations Debt, the amount of the Guaranteed Debt guaranteed by each Guarantor under this Guaranty shall give rise be limited to a separate cause an aggregate amount equal to the largest amount that would not render such Guarantor’s obligations hereunder subject to avoidance under Section 548 of action hereunder and separate suits may be brought hereunder as each cause the United States Bankruptcy Code or any comparable provision of action arisesany applicable state Law. The obligations of each Guarantor agrees that hereunder are those F-2 Form of Guaranty of primary obligor, and not merely as surety, and are independent of the Notes issued pursuant to Guaranteed Debt and the Note Agreement may (but need not) make reference to this Guaranty Agreement. The Guarantor hereby acknowledges and agrees that the Guarantor’s liability hereunder is joint and several with obligations of any other Person(s) who may guarantee obligor for the Guaranteed ObligationsDebt.

Guaranty. The Guarantor hereby unconditionally and irrevocably and unconditionally guarantees to each holderthe Holders the due, prompt and complete payment by the due and punctual payment in full Issuer of (a) the principal of, Make-Whole Amountbreakage costs, if any, and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding)on, and any each other amounts amount due under, the Notes or the Note Purchase Agreement, when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) in accordance with the terms of the Notes and the Note Purchase Agreement (b) any expenses, indemnities the Notes and other sums which may become due the Note Purchase Agreement being sometimes hereinafter collectively referred to as the holders or “Note Documents” and the Collateral Agent amounts payable by the Issuer under the terms Note Documents, and provisions all other monetary obligations of the NotesIssuer thereunder (including any attorneys’ fees and expenses), the Note Agreement, the Collateral Agreement or any other Note Document (all such obligations described in clauses (a) and (b) above are herein called being sometimes collectively hereinafter referred to as the “Guaranteed Obligations”). The guaranty in the preceding sentence This Guaranty is an absolute, present and continuing a guaranty of payment and not just of collectability and is in no way conditional conditioned or contingent upon any attempt to collect from the Company or any other guarantor of the Notes or other Guaranteed Obligations Issuer or upon any other actionevent, occurrence contingency or circumstance whatsoever. In If for any reason whatsoever the event that the Company Issuer shall fail or be unable duly, punctually and fully to pay any of such Guaranteed Obligationsamounts as and when the same shall become due and payable, the Guarantor agrees to pay the same when due to the Collateral Agent and/or holders entitled theretoGuarantor, without demand, presentment, protest or notice of any kind, will forthwith pay or cause to be paid such amounts to the Holders under the terms of such Note Documents, in lawful money of the United States of AmericaStates, pursuant to at the requirements for payment place specified in the NotesNote Purchase Agreement, or perform or comply with the same or cause the same to be performed or complied with, together with interest (to the extent provided for under such Note Documents) on any amount due and owing from the Issuer. The Guarantor, promptly after demand, will pay to the Holders the reasonable costs and expenses of collecting such amounts or otherwise enforcing this Guaranty, including, without limitation, the Note Agreementreasonable fees and expenses of counsel. Notwithstanding the foregoing, the Collateral Agreement and right of recovery against the other Note Documents. Each default in payment Guarantor under this Guaranty is limited to the extent it is judicially determined with respect to any Guarantor that entering into this Guaranty would violate Section 548 of the United States Bankruptcy Code or any comparable provisions of any state law, in which case such Guarantor shall be liable under this Guaranty only for amounts aggregating up to the largest amount that would not render such Guarantor’s obligations hereunder subject to avoidance under Section 548 of the Guaranteed Obligations shall give rise to a separate cause United States Bankruptcy Code or any comparable provisions of action hereunder and separate suits may be brought hereunder as each cause of action arisesany state law. The Guarantor agrees that the Notes issued pursuant to the Note Agreement may (but need not) make reference to this Guaranty Agreement. The Guarantor hereby acknowledges and agrees that the Guarantor’s liability hereunder is joint and several with any other Person(s) who may guarantee the Guaranteed Obligations.EXHIBIT C Exhibit 1.3(a)

Guaranty. The Guarantor hereby Averx xxxeby unconditionally and irrevocably and unconditionally guarantees to each holderthe Seller the payment and performance by Buyer of all of its obligations and duties as set forth in this Agreement and the Related Agreements, the due and punctual payment in full of (a) the principal of, Make-Whole Amount, if any, and interest on (including, including without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any expenses, indemnities and other sums which may become due to the holders or the Collateral Agent limitation it obligations under the terms and provisions of the NotesSublease, the Note and the Security Agreement, and its obligation to indemnify Seller in accordance with the Collateral Agreement or any other Note Document (provisions of Article 9 of this Agreement. Averx xxxnowledges and agrees that, with respect to all obligations to pay money, such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing shall be a guaranty of payment and not of collectability collection. Averx xxxees that Corsair shall be entitled to enforce all of the terms of this Agreement against Averx xx if Averx xxxe the Buyer defined hereunder, and is that Corsair, in no way conditional its sole discretion, may proceed directly against Averx xx exercise any right or contingent upon remedy that it may have under this Agreement against Buyer, without pursuing or exhausting its rights or remedies against Buyer. Averx xxxeby waives any attempt right, whether legal or equitable, statutory or non-statutory, to collect from the Company require Seller to proceed against or take any action against or pursue any remedy with respect to Buyer or any other guarantor person or make presentment or demand for performance or give any notice of nonperformance before Seller may enforce rights against Averx xxxeunder and, to the Notes or other Guaranteed Obligations or upon fullest extent permitted by law, any other action, occurrence defenses or circumstance whatsoever. In the event benefits that the Company shall fail to pay any of such Guaranteed Obligations, the Guarantor agrees to pay the same when due to the Collateral Agent and/or holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes, the Note Agreement, the Collateral Agreement and the other Note Documents. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause derived from or afforded by applicable law limiting the liability of action arisesor exonerating guarantors or sureties, or which may conflict with the terms of this Section 11.1. The Guarantor agrees that the Notes issued pursuant to the Note Agreement may unconditional obligation of Averx xxxeunder will not be affected, impaired or released by any extension, waiver, amendment or thing whatsoever which would release a guarantor or surety (but need not) make reference to this Guaranty Agreementother than performance). The Guarantor hereby acknowledges Averx xxxther represents and agrees that the Guarantor’s liability hereunder this Section 11.1 is joint both a present and several with any other Person(s) who may guarantee the Guaranteed Obligationscontinuing guaranty and that this guaranty shall be binding upon Averx xxx its successors and assigns and shall inure to and shall be enforceable by Seller and its successors, transferees and assigns.

Guaranty. The Guarantor hereby absolutely, irrevocably and unconditionally guarantees the due, punctual and complete payment and performance of each and every obligation of Purchaser under the Limited Notice to each holder, Proceed and work under and pursuant to the due and punctual payment in full of (a) Contracts occurring on or before the principal of, Make-Whole Amount, if any, and interest on (including, without limitation, interest accruing after Financial Close for the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceedingProject, whether such obligation presently exists or not a claim for post-filing is created, incurred or post-petition interest is allowed in such proceeding)arising from time to time hereafter, all as and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any expenses, indemnities and other sums which may become due to the holders or the Collateral Agent be performed under the terms Limited Notice to Proceed and provisions of the NotesContracts, in all respects strictly in accordance with the Note Agreementterms, conditions and limitations contained in the Collateral Agreement or any other Note Document Limited Notice to Proceed and the Contracts (all such obligations described in clauses (a) and (b) above are herein called collectively, the “Guaranteed Obligations”). The guaranty , and agrees that if for any reason whatsoever Purchaser shall fail or be unable to duly, punctually and fully pay or perform any Guaranteed Obligation as and when due, Guarantor shall, in the preceding sentence is an absolute, present and continuing guaranty event of payment and not a Purchaser Event of collectability and is Default in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes or other Guaranteed Obligations or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail to pay any of such Guaranteed Obligations, the Guarantor agrees to pay the same when due to the Collateral Agent and/or holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes, the Note Agreement, the Collateral Agreement and the other Note Documents. Each default in payment performance of any of the Guaranteed Obligations shall give rise by Purchaser under the Limited Notice to a separate Proceed and the Contracts, upon written demand of IFCO, with prior written notice to Purchaser, forthwith pay or perform or cause to be performed such Guaranteed Obligation, without regard to any exercise or non-exercise by IFCO of action hereunder any right, remedy, power or privilege under or in respect of the Limited Notice to Proceed and separate suits may be brought hereunder as each cause the Contracts against Purchaser. Without limiting the generality of action arises. The Guarantor agrees that the Notes issued pursuant foregoing and notwithstanding anything herein to the Note Agreement may (but need not) make reference contrary, a termination of the Limited Notice to this Proceed and the Contracts by IFCO for an Event of Default by Purchaser occurring on or before the date of the Financial Close for the Project, if any, shall not impair, diminish, release or otherwise affect Guarantor’s obligations hereunder. This Guaranty Agreementis a guarantee of payment and performance and not of collection. All payments by Guarantor hereunder shall be made by deposit of immediately available funds to an account identified by IFCO. The Guarantor hereby acknowledges guarantees that payments hereunder shall be made in U.S. dollars and agrees that in the Guarantor’s liability hereunder is joint manner required for the relevant payment due from Purchaser under the Limited Notice to Proceed. This Guaranty shall continue in full force and several with any other Person(seffect until the earlier of (i) who may guarantee Financial Close for the Project or (ii) Purchaser or Guarantor shall have satisfactorily performed or fully discharged all of the Guaranteed Obligations; provided, however notwithstanding any provision in this Guaranty to the contrary, Guarantor shall have the full benefit of all defenses, setoffs, counterclaims, reductions, diminution or limitations of any Guaranteed Obligations available to Purchaser pursuant to or arising from the Limited Notice to Proceed and the Contracts or otherwise and Guarantor’s obligations and liability arising from this Guaranty shall be no greater than that of Purchaser under the Limited Notice to Proceed and the portions of the Contracts to be performed prior to the Financial Close for the Project.

Guaranty. The [Each][The] Guarantor hereby irrevocably irrevocably, unconditionally [and unconditionally jointly and severally with the other Guarantors] guarantees to each holder, the due and punctual payment in full of (a) the principal of, Make-Whole Amount, if any, and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any expenses, indemnities and other sums which may become due to the holders or the Collateral Agent under the terms and provisions of the Notes, the Note Agreement, the Collateral Agreement or any other Note Document instrument referred to therein (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectability collectibility and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes or (including, without limitation, any other Guaranteed Obligations Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, the [each][the] Guarantor agrees to pay the same when due to the Collateral Agent and/or holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes, Notes and the Note Agreement, the Collateral Agreement and the other Note Documents. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. The [Each][The] Guarantor agrees that the Notes issued pursuant to in connection with the Note Agreement may (but need not) make reference to this Subsidiary Guaranty Agreement. The [Each][The] Guarantor agrees to pay and to indemnify and save each holder harmless from and against any damage, loss, cost or expense (including attorneys’ fees) which such holder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor[, by any other Guarantor] or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Subsidiary Guaranty Agreement, the Notes or the Note Agreement or any other instrument referred to therein, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Subsidiary Guaranty Agreement, the Notes, the Note Agreement or any other instrument referred to therein and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Subsidiary Guaranty Agreement. [Each][The] Guarantor hereby acknowledges and agrees that the such Guarantor’s liability hereunder is joint and several with [the other Guarantors and] any other Person(s) who may guarantee the obligations and Indebtedness under and in respect of the Notes and the Note Agreement. Notwithstanding the foregoing provisions or any other provision of this Subsidiary Guaranty Agreement, the Purchasers (on behalf of themselves and their successors and assigns) and [each][the] Guarantor hereby agree that if at any time the Guaranteed Obligations.Obligations exceed the Maximum Guaranteed Amount determined as of such time with regard to such Guarantor, then this Subsidiary Guaranty Agreement shall be automatically amended to reduce the Guaranteed Obligations to the Maximum Guaranteed Amount. Such amendment shall not require the written consent of [any][the] Guarantor or any holder and shall be deemed to have been automatically consented to by [each][the] Guarantor and each holder. [Each][The] Guarantor agrees that the

Guaranty. To induce The Guarantor Terminal Marketing Company, Inc., as lessor ("Lessor"), to enter into and accept a lease (the "Lease"), with SMA Video Inc. ("Lessee") and for valuable consideration, the receipt and sufficiency of which is hereby irrevocably acknowledged, the undersigned hereby jointly, severally, and unconditionally guarantees guarantee to each holderLessor, its successors and assigns, the prompt and due payment and punctual payment performance by Lessee of all of Lessee's obligations pursuant to the Lease and all other documents and agreements entered into by Lessee in full connection therewith (the "Obligations"). Notice of (a) acceptance of this guaranty, as well as all demands, presentments and notices of every kind and nature are hereby waived by the principal ofundersigned. Upon any default by Xxxxxx, Make-Whole Amount, if any, Lessor may proceed directly and interest on (includingimmediately, without limitationnotice, interest accruing after the filing of against any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any expenses, indemnities and other sums which may become due to the holders or the Collateral Agent under the terms and provisions all of the Notesundersigned to enforce all rights and remedies against the undersigned, the Note Agreement, the Collateral Agreement without proceeding against Lessee or any other Note Document person and without exercising any other rights which Lessor might then possess. The undersigned hereby waive (all such obligations described in clauses (ai) the right to require Lessor to proceed against Lessee or to pursue any other remedy prior to proceeding against the undersigned, and (bii) above are herein called any right to the “Guaranteed Obligations”)benefit of any modification of the Obligations which occur as the result of any bankruptcy or insolvency of Xxxxxx. The guaranty in undersigned assume the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectability and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor responsibility for keeping informed of the Notes financial condition and circumstances of Xxxxxx, and Xxxxxx shall have no duty to advise the undersigned of information known to it regarding such condition or other Guaranteed Obligations or upon any other action, occurrence or circumstance whatsoevercircumstances. In the event that the Company shall fail to pay any of such Guaranteed Obligations, the Guarantor agrees to pay the same when due to the Collateral Agent and/or holders entitled theretoThe undersigned hereby agree, without demand, presentment, protest immediately to reimburse Lessor for all costs and expenses including reasonable attorney's fees incurred in the enforcement of this guaranty. This guaranty shall be constrained in accordance with the laws of the State of New York or notice any Federal court in such state in any action related to this guaranty. In any such action the undersigned waives personal service of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes, the Note Agreement, the Collateral Agreement summons and the other Note Documents. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. The Guarantor agrees that the Notes issued pursuant to the Note Agreement may (but need not) make reference to this Guaranty Agreement. The Guarantor hereby acknowledges complaint and agrees that service may be made by certified or registered mail at the Guarantor’s liability hereunder is joint and several with any other Person(s) who may guarantee the Guaranteed Obligations.address set forth below. Dated: 6/26, 1996 /s/ Xxxxxxx X. Xxxxxxxxx ------------------------------------- Signature Name Xxxxxxx X. Xxxxxxxxx Address 000 Xxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 /s/ illegible ------------------------------------ Witness

Guaranty. The Guarantor Each of the Guarantors hereby irrevocably and unconditionally --------- unconditionally, severally but not jointly, guarantees to each holder, the due and punctual payment in full and performance of (a) the principal of, Make-Whole Amount, if any, each and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any expenses, indemnities and other sums which may become due to the holders or the Collateral Agent under the terms and provisions every obligation of the Notes, the Note Agreement, the Collateral Vendor under this Agreement or any other Note Document (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectability and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes or other Guaranteed Obligations or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail to pay any of such Guaranteed Obligations, the Guarantor agrees to pay the same when due to the Collateral Agent and/or holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes, the Note Agreement, the Collateral Agreement and the other Note Documents. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. The Guarantor agrees that the Notes issued pursuant to the Note Agreement may (but need not) make reference to this Guaranty Agreement. The Guarantor hereby acknowledges and agrees that if for any reason whatsoever the Vendor will fail or be unable duly, punctually and fully to perform any such obligation under this Agreement, either of the Guarantors will forthwith perform each and every such obligation, or cause each such obligation to be performed, without regard to any exercise or nonexercise by the Owner of any right, remedy, power or privilege under or in respect of the Agreement against the Vendor. The obligations of each of the Guarantors will be subject to the Owner providing each of the Guarantors written notice (unless the giving of such notice is prevented by Applicable Law or court order) of any default of the Vendor in performing any obligation for which the Owner is seeking the guaranty of either Guarantor’s liability hereunder is joint . The Guarantors will cure such default within fifteen (15) Business Days after receipt by the Guarantors of written notice thereof specifying the nature of such default. In addition, the Guarantors agree to reimburse the Owner on demand for any and several with all expenses (including counsel fees and expenses) reasonably incurred by the Owner in enforcing or attempting to enforce any other Person(srights under this guaranty. Notwithstanding anything to the contrary stated in this Section 14, QUALCOMM will only be liable for up to fifty one percent (51%) who may guarantee of the Guaranteed Obligationsobligations under this Section 14, including, but not limited, to all payment obligations under this Section 14 and Sony will only be liable for up to forty nine percent (49%) of the obligations under this Section 14, including, but not limited to, all payment obligations under this Section 14.

Guaranty. (a) The Guarantor hereby absolutely, unconditionally and irrevocably and unconditionally guarantees to guarantees, for the benefit of each holderBeneficiary, the due prompt, punctual and punctual complete payment in full to or on behalf of (a) the principal ofrelevant Beneficiary, Make-Whole Amount, if any, and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or maturity, by required or optional prepayment or by prepayment, acceleration or otherwise) and (b) , of each Obligation payable by such Beneficiary, whether for principal, interest, premiums, margin, indemnity obligations of the relevant Beneficiary or otherwise, as determined in accordance with the terms of such Obligation in existence on the date hereof, without regard to any expenses, indemnities and other sums which may become due amendments or modifications to the holders or terms of such Obligations occurring after the Collateral Agent under Date of Issuance to which the terms and provisions Guarantor has not given its prior written consent (unless the consent of the Notesrelevant Beneficiary was not required for such amendments or modifications) plus interest at the Late Funding Rate on such Obligation from the date on which payment is required by the Guarantor hereunder to the date of payment hereunder, whether before or after any judgment and including interest that accrues after the Note Agreement, commencement by or against the Collateral Agreement or Guarantor of any other Note Document (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”)proceeding under any Debtor Relief Laws. The guaranty in the preceding sentence is an absolute, present and continuing This Guaranty constitutes a guaranty of payment when due and not of collectability collection, and is in no way the obligations of the Guarantor under this Guaranty shall be primary, direct and immediate and not conditional or contingent upon any attempt request or demand made upon, or notice given to collect from the Company Guarantor (other than as set forth in Section 2.1(b) below), or the pursuit by the relevant Beneficiary of any other guarantor right, claim, demand or remedies they may have against any Person under any of the Notes or other Guaranteed Obligations or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail to pay any of such Guaranteed Obligations, the Guarantor agrees to pay the same when due to the Collateral Agent and/or holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, (whether pursuant to the requirements for terms thereof or otherwise). Each and every default in any payment specified guaranteed hereby of any term, covenant or condition contained in the Notes, the Note Agreement, the Collateral Agreement and the other Note Documents. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder by the relevant Beneficiary and separate suits may be brought hereunder as each such cause of action arises. The Guarantor agrees that the Notes issued pursuant to the Note Agreement may (but need not) make reference to this Guaranty Agreement. The Guarantor hereby acknowledges and agrees that the Guarantor’s liability hereunder is joint and several with any other Person(s) who may guarantee the Guaranteed Obligations.

Guaranty. The Subject to the rights of Maker under the Promissory Note and the Purchase Agreement, Guarantor hereby irrevocably and unconditionally guarantees to each holderSeller full payment of this Note as and when due as well as all renewals, the due rearrangements, extensions and punctual payment in full of (a) the principal of, Make-Whole Amount, if any, and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), modifications thereof and any other amounts sums due under, the Notes when and as the same shall or to become due pursuant to any instruments which secure the payment of this Note (the "Obligations"). Any ----------- dispute between Guarantor and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any expenses, indemnities and other sums which may become due Seller shall be subject to the holders or the Collateral Agent under the terms and provisions dispute resolution requirements of the NotesPurchase Agreements, the provided that Seller shall not be required to (i) proceed against Maker in any manner or make any effort at collection of this Note Agreementfrom Maker, the Collateral Agreement (ii) proceed against or exhaust any security held from Maker or any other person, (iii) have Maker joined with Guarantor, to the full extent not legally mandated, in any suit arising out of this guaranty or this Note, or (iv) pursue any other remedy in Seller's power whatsoever. Guarantor waives presentment, grace, demand, protest and notice of protest and dishonor on any and all forms of this Note, notice of intent to accelerate, notice of acceleration, and notice of disposition of collateral, and waives notice of the amount of the Note Document (all such obligations described in clauses (a) outstanding at any time, and (b) above also notice of acceptance of this guaranty. Acceptance on the part of Seller is presumed by its request for this guaranty and delivery of this guaranty to Seller. Guarantor's guaranty herein reasonably may be expected to benefit Guarantor, directly or indirectly, and the entry into, and performance of, the provisions of this guaranty are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence best interests of Guarantor. Guarantor recognizes that Seller is relying upon this guaranty and the undertakings of Guarantor herein in making an absoluteextension of credit to Maker, present and continuing guaranty of payment and not of collectability and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes or other Guaranteed Obligations or upon any other action, occurrence or circumstance whatsoever. In the event acknowledges that the Company shall fail execution and delivery of this guaranty by Guarantor are material inducements to pay any of such Guaranteed Obligations, the Guarantor agrees to pay the same when due to the Collateral Agent and/or holders entitled thereto, without demand, presentment, protest or notice of any kind, Seller in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes, the Note Agreement, the Collateral Agreement and the other Note Documents. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. The Guarantor agrees that the Notes issued pursuant to the Note Agreement may (but need not) make reference to entering into this Guaranty Agreement. The Guarantor hereby acknowledges and agrees that the Guarantor’s liability hereunder is joint and several with any other Person(s) who may guarantee the Guaranteed Obligationstransaction.

Guaranty. The undersigned Guarantor hereby irrevocably absolutely and unconditionally guarantees only the timely payment of the Purchase Price (the “Obligations”) of Buyer and no other obligations of Buyer under the Agreement set forth above. Seller under the Agreement shall not be bound to each holderexhaust its recourse or take any action against Buyer or others before being entitled to performance of the Obligations by Guarantor, but Seller may make such demands and take such actions as it deems advisable. Guarantor waives (a) with respect to the due Obligations, grace, demand, presentment, notice of dishonor and punctual payment in full protest, and (b) notice of (i) nonperformance or other default, and (ii) any other matter regarding the Obligations. Guarantor consents to and waives notice of (a) the principal of, Make-Whole Amount, if any, and interest on (including, without limitation, interest accruing after the filing extension of time for performance of any petition in bankruptcyof the Obligations, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) amendment or termination of any expenses, indemnities and other sums which may become due to the holders or the Collateral Agent under the terms and provisions of the Notes, Agreement and waiver by Seller of any provision of the Note Agreement, (d) release of Buyer or other person liable for any of the Collateral Agreement Obligations, and (e) cancellation or withdrawal of any other Note Document (all such obligations described in clauses guaranty of any of the Obligations. Guarantor represents and warrants that (a) Guarantor is financially interested in Buyer and will receive economic benefit from the making of the Agreement, (b) above are herein called Guarantor is adequately informed of the “Guaranteed Obligations”). The guaranty financial condition of Buyer, and (c) Guarantor has not relied on any financial information about Buyer furnished by Seller and does not expect Seller to provide any such information in the preceding sentence is an absolutefuture. Guarantor hereby authorizes Seller to exercise, present and continuing guaranty of payment and not of collectability and is in no way conditional its sole discretion, any right or contingent upon any attempt to collect from the Company remedy it may have, or any other guarantor combination thereof, it being the intent hereof that Guarantor be absolutely, independently, and unconditionally liable to Seller for performance of the Notes or other Guaranteed Obligations or upon under any other action, occurrence or circumstance whatsoeverand all circumstances. In This Guaranty is governed by the event that laws of the Company shall fail to pay any State of such Guaranteed Obligations, the Washington. Guarantor agrees to pay the same when due all costs and expenses, including legal fees, that Seller may incur to enforce this Guaranty by judicial proceedings or otherwise. Guarantor submits irrevocably to the Collateral Agent and/or holders entitled thereto, without demand, presentment, protest or notice nonexclusive jurisdiction and venue of any kind, in lawful money the Superior Court of the State of Washington for King County and the United States Federal District Court for the Western District of AmericaWashington at Seattle in any action to enforce this Guaranty and agrees irrevocably not to assert in any such action the doctrine of forum non conveniens. The provisions of this Guaranty constitute the entire agreement between Seller and Guarantor. No provisions of this Guaranty may be waived except in writing, pursuant to the requirements for payment specified and then only in the Notes, specific instance and for the Note Agreement, the Collateral Agreement and the other Note Documentsspecific purpose for which given. Each default in payment of any GUARANTOR: Xxxxx X. Xxxxxxx EXHIBITS: A- Photographs of the Guaranteed Obligations shall give rise Timber B- Drawing C- Legal Description of the Property EXHIBIT A PHOTOGRAPHS OF THE TIMBER Original Tree in 1892 Xxxxx as it Exists Today Log Section of XxXxxxxx Fir Combined Picture of Log & Xxxxx 1of the 3 Additional Stumps (Red Cedar) 2nd of the 3 Additional Stumps (Red Cedar) EXHIBIT B LOCATION Site of Stumps (best guess) 2 Cedar stumps are within 100 yards of the XxXxxxxx Fir Xxxxx & Log Practice xxxxx will be randomly selected with Guidance from Tree Farm management. EXHIBIT C LEGAL DESCRIPTION OF THE PROPERTY EXHIBIT D Contractors & Employees Involved It is planned that employees of the Church and Learning Center, engaged in a joint venture in the creation of Xxxxxxxxxx Botanical Gardens, will use those contractors with whom they have been working the last 3 years for: crane, logging/cutting, and trucking. All are “from the neighborhood” and believed known to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. The Guarantor agrees that the Notes issued pursuant to the Note Agreement may (but need not) make reference to this Guaranty Agreement. The Guarantor hereby acknowledges and agrees that the Guarantor’s liability hereunder is joint and several with any other Person(s) who may guarantee the Guaranteed ObligationsTree Farm management.

Guaranty. The Each Guarantor hereby irrevocably irrevocably, unconditionally and unconditionally jointly and severally with the other Guarantors guarantees to each holder, the due and punctual payment in full of (a) the principal of, Make-Whole Amount, if any, and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any expenses, indemnities and other sums which may become due to the holders or the Collateral Agent under the terms and provisions of the Notes, the Note Agreement, the Collateral Agreement or any other Note Document document, instrument or agreement executed in connection therewith (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectability and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes or (including, without limitation, any other Guaranteed Obligations Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, the each Guarantor agrees to pay the same when due to the Collateral Agent and/or holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes, Notes and the Note Agreement, the Collateral Agreement and the other Note Documents. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. The Each Guarantor agrees that the Notes issued pursuant to in connection with the Note Agreement may (but need not) make reference to this Guaranty Agreement. The Each Guarantor agrees to pay and to indemnify and save each holder harmless from and against any damage, loss, cost or expense (including attorneys’ fees) which such holder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor, by any other Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes, the Note Agreement or any other instrument referred to therein, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the Note Agreement or any other document, instrument or agreement executed in connection therewith (collectively, the “Financing Documents”) and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees that the such Guarantor’s liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the Guaranteed Obligationsobligations and Indebtedness under and in respect of the Notes and the Note Agreement.

Guaranty. The Guarantor Lessor shall be liable for the complete and -------- satisfactory payment and performance of each and every obligation of Lessee as "Lessee" under the Management Agreement (the "Guarantied Obligations"). Lessor hereby irrevocably absolutely, irrevocably, and unconditionally guarantees guaranties that the Guarantied Obligations which are monetary obligations shall be paid when due and payable and that the Guarantied Obligations which are performance obligations shall be fully performed at the times and in the manner such performance is required by the Management Agreement. This guaranty is an absolute, irrevocable, and unconditional guaranty of payment and performance and the liability of Lessor hereunder shall be absolute and unconditional irrespective of: (i) any lack of validity, irregularity or enforceability of the Management Agreement or this Agreement; (ii) any change in the time, manner, place or any other term or condition of payments due under the Management Agreement or this Agreement, or any other amendment or waiver of, or consent to, any departure from the Management Agreement or this Agreement; (iii) any failure of Manager to each holderenforce the provisions of the Management Agreement or this Agreement against Lessee; or (iv) any other circumstances which might otherwise constitute a defense available to, or a discharge of, of any of the Guarantied Obligations (other than because, or to the extent, the same have been previously discharged in accordance with the terms of the Management Agreement). If all or any part of the Guarantied Obligations shall not have been paid when due and punctual payment in full of payable or performed at the time performance is required, Lessor (awithout first requiring the Manager to proceed against Lessee or any other party or any other security) shall pay or cause to be paid to Manager the principal of, Make-Whole Amountamount thereof as is then due and payable and unpaid (including interest and other charges, if any, and interest on (including, without limitation, interest accruing after due thereon through the filing date of any petition payment in bankruptcy, or accordance with the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any expenses, indemnities and other sums which may become due to the holders or the Collateral Agent under the terms and applicable provisions of the Notes, Management Agreement) or perform or cause to be performed such obligations in accordance with the Note Management Agreement, within ten (10) Business Days after receipt of written notice from the Collateral Agreement Manager of the failure by Lessee to make such payment or any other Note Document (all render such obligations described performance; provided, however, that, notwithstanding the foregoing, Lessor shall have the right, in clauses (a) and (b) above are herein called the “connection with a demand by Manager for payment by Lessor of Guaranteed Obligations”), to assert any defenses or claim of Lessee under the Management Agreement with respect to such Guaranteed Obligations. If for any reason Lessor fails to perform or cause to be performed such obligations, Manager shall have the right to exercise any and all of the remedies available at law or in equity and Lessor hereby agrees to pay any and all reasonable expenses (including counsel fees and expenses) incurred by Manager in enforcing its rights under this Agreement. The guaranty contained in the preceding sentence this Agreement: (i) is an absolute, present and a continuing guaranty and shall remain in full force and effect until the indefeasible satisfaction and discharge in full of Lessee's obligations as "Lessee" under the Management Agreement and Lessor's and Lessee's obligations under this Agreement, and (ii) shall continue to be effective or shall be reinstated, as the case may be, if at any time any payment and not under the Management Agreement or this Agreement becomes unrecoverable from Lessee by operation of collectability and is in no way conditional law or contingent upon any attempt to collect from the Company or for any other guarantor reason or must otherwise be returned by Manager upon the insolvency, bankruptcy or reorganization of the Notes Lessor or other Guaranteed Obligations or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail to pay any of such Guaranteed Obligations, the Guarantor agrees to pay the same when due to the Collateral Agent and/or holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes, the Note Agreement, the Collateral Agreement and the other Note Documents. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. The Guarantor agrees that the Notes issued pursuant to the Note Agreement may (but need not) make reference to this Guaranty Agreement. The Guarantor hereby acknowledges and agrees that the Guarantor’s liability hereunder is joint and several with any other Person(s) who may guarantee the Guaranteed ObligationsLessee.

Guaranty. The Guarantor hereby irrevocably and unconditionally guarantees to each holderthe Lender full and prompt collection of up to the principal amount due under the Note and all accrued and unpaid interest thereon. This Guaranty is a guaranty of collection only, and not a guaranty of payment. As such, the Lender in accepting this Guaranty acknowledges that upon (i) the Borrower’s failure to make a payment when the same shall be due and punctual payment owing to the Lender in full respect of the Indebtedness and (ii) lawful acceleration of the Indebtedness, the Lender will (a) resort first directly against the principal ofBorrower and fully exhaust any and all legal remedies existing or available and shall have failed to collect the full amount of the  Indebtedness before proceeding against Guarantor; and (b) give notice of the terms, Make-Whole Amounttime, and place of any public or private sale of collateral held, if any, by the Lender and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and comply with any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any expenses, indemnities and other sums which may become due to the holders or the Collateral Agent under the terms and applicable provisions of the NotesUniform Commercial Code as adopted in Vermont, the Note Agreement, the Collateral Agreement or any other Note Document applicable law. This Guaranty will take effect when received by the Lender without the necessity of any acceptance by the Lender, or any notice to the Guarantor or to the Borrower, and will continue in full force until all Indebtedness incurred or contracted before receipt by the Lender of any notice of revocation shall have been fully and finally paid and satisfied and all other obligations of the Guarantor under this Guaranty shall have been performed in full. Guarantor hereby agrees that it shall provide to Xxxxxxx Xxxxxxx, 00 Xxxxx Xxxxxx Xxx, XX Xxx 0000 Xxxx Xxxxx, XX 00000, as agent of the limited partners of the Lender (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed ObligationsAgent”). The guaranty in , such quarterly and annual financial statements and operational reports as it may provide to its principal lender as promptly as reasonably practicable following the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectability and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes or other Guaranteed Obligations or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail to pay any of such Guaranteed Obligations, the Guarantor agrees to pay the same when due to the Collateral Agent and/or holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes, the Note Agreement, the Collateral Agreement and the other Note Documents. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. The Guarantor agrees that the Notes issued pursuant to the Note Agreement may (but need not) make reference to this Guaranty Agreement. The Guarantor hereby acknowledges and agrees that the Guarantor’s liability hereunder is joint and several with any other Person(s) who may guarantee the Guaranteed Obligationspreparation thereof.

Guaranty. The Guarantor hereby Each Guarantor, jointly and severally with each other Guarantor, unconditionally and irrevocably and unconditionally guarantees to each holderthe Holders the due, prompt and complete payment by the due and punctual payment in full Company of (a) the principal of, Makeany make-Whole Amountwhole amount, if anyprepayment premium, breakage amount and interest on, and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any each other amounts amount due under, the Notes or the Note Purchase Agreement, when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration declaration or otherwise) in accordance with the terms of the Notes and the Note Purchase Agreement (b) any expenses, indemnities the Notes and other sums which may become due the Note Purchase Agreement being sometimes hereinafter collectively referred to as the holders or “Note Documents” and the Collateral Agent amounts payable by the Company under the terms Note Documents, and provisions all other monetary obligations of the NotesCompany thereunder (including reasonable attorneys’ fees and expenses), the Note Agreement, the Collateral Agreement or any other Note Document (all such obligations described in clauses (a) and (b) above are herein called being sometimes collectively hereinafter referred to as the “Guaranteed Obligations”). The guaranty in the preceding sentence This Guaranty is an absolute, present and continuing a guaranty of payment and not just of collectability collectibility and is in no way conditional conditioned or contingent upon any attempt to collect from the Company or any other guarantor of the Notes or other Guaranteed Obligations or upon any other actionevent, occurrence contingency or circumstance whatsoever. In the event that If for any reason whatsoever the Company shall fail or be unable duly, punctually and fully to pay any of such Guaranteed Obligations, the Guarantor agrees to pay amounts as and when the same when shall become due to the Collateral Agent and/or holders entitled theretoand payable, each Guarantor, without demand, presentment, protest or notice of any kind, will forthwith pay or cause to be paid such amounts to the Holders under the terms of such Note Documents, in lawful money of the United States of AmericaStates, pursuant to at the requirements for payment place specified in the NotesNote Purchase Agreement, or perform or comply with the same or cause the same to be performed or complied with, together with interest (to the extent provided for under such Note Documents) on any amount due and owing from the Company. Each Guarantor, promptly after demand, will pay to the Holders the reasonable costs and expenses of collecting such amounts or otherwise enforcing this Guaranty, including, without limitation, the Note Agreementreasonable fees and expenses of counsel. Notwithstanding the foregoing, the Collateral Agreement and right of recovery against each Guarantor under this Guaranty is limited to the other Note Documents. Each default in payment extent it is judicially determined with respect to any Guarantor that entering into this Guaranty would violate Section 548 of the United States Bankruptcy Code or any comparable provisions of any state law, in which case such Guarantor shall be liable under this Guaranty only for amounts aggregating up to the largest amount that would not render such Guarantor’s obligations hereunder subject to avoidance under Section 548 of the Guaranteed Obligations shall give rise to a separate cause United States Bankruptcy Code or any comparable provisions of action hereunder and separate suits may be brought hereunder as each cause of action arises. The Guarantor agrees that the Notes issued pursuant to the Note Agreement may (but need not) make reference to this Guaranty Agreement. The Guarantor hereby acknowledges and agrees that the Guarantor’s liability hereunder is joint and several with any other Person(s) who may guarantee the Guaranteed Obligationsstate law.

Guaranty. The Guarantor hereby Each Guarantor, jointly and severally with each other Guarantor, unconditionally and irrevocably and unconditionally guarantees to each holderthe Holders the due, prompt and complete payment by the due and punctual payment in full Company of (a) the principal of, Make-Whole Amount, if any, LIBOR Breakage Amount, if any, and interest on (including, without limitation, including interest accruing after the filing of any petition in bankruptcy, or becoming owing subsequent to the commencement of any insolvencybankruptcy, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceedingsimilar proceeding involving the Company), and any each other amounts amount due under, the Notes or the Note Purchase Agreement, when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration declaration or otherwise) in accordance with the terms of the Notes and the Note Purchase Agreement (b) any expenses, indemnities the Notes and other sums which may become due the Note Purchase Agreement being sometimes hereinafter collectively referred to as the holders or “Note Documents” and the Collateral Agent amounts payable by the Company under the terms Note Documents (including any attorneys’ fees and provisions of the Notesexpenses), the Note Agreement, the Collateral Agreement or any other Note Document (all such obligations described in clauses (a) and (b) above are herein called being sometimes collectively hereinafter referred to as the “Guaranteed Obligations”). The guaranty in the preceding sentence This Guaranty is an absolute, present and continuing a guaranty of payment and not just of collectability collectibility and is in no way conditional conditioned or contingent upon any attempt to collect from the Company or any other guarantor of the Notes or other Guaranteed Obligations or upon any other actionevent, occurrence contingency or circumstance whatsoever. In the event that If for any reason whatsoever the Company shall fail or be unable duly, punctually and fully to pay any of such Guaranteed Obligations, the Guarantor agrees to pay amounts as and when the same when shall become due to the Collateral Agent and/or holders entitled theretoand payable, each Guarantor, without demand, presentment, notice of acceleration, notice of intent to accelerate, protest or notice of any kind, will forthwith pay or cause to be paid such amounts to the Holders under the terms of such Note Documents, in lawful money of the United States of AmericaStates, pursuant to at the requirements for payment place specified in the NotesNote Purchase Agreement, or perform or comply with the same or cause the same to be performed or complied with, together with interest (to the extent provided for under such Note Documents) on any amount due and owing from the Company. Each Guarantor, promptly after demand, will pay to the Holders the reasonable costs and expenses of collecting such amounts or otherwise enforcing this Guaranty, including, without limitation, the Note Agreementreasonable fees and expenses of counsel. Notwithstanding the foregoing, the Collateral Agreement and right of recovery against each Guarantor under this Guaranty is limited to the other Note Documents. Each default in payment extent it is judicially determined with respect to any Guarantor that entering into this Guaranty would violate Section 548 of the United States Bankruptcy Code or any comparable provisions of any state law, in which case such Guarantor shall be liable under this Guaranty only for amounts aggregating up to the largest amount that would not render such Guarantor’s obligations hereunder subject to avoidance under Section 548 of the Guaranteed Obligations shall give rise to a separate cause United States Bankruptcy Code or any comparable provisions of action hereunder and separate suits may be brought hereunder as each cause of action arises. The Guarantor agrees that the Notes issued pursuant to the Note Agreement may (but need not) make reference to this Guaranty Agreement. The Guarantor hereby acknowledges and agrees that the Guarantor’s liability hereunder is joint and several with any other Person(s) who may guarantee the Guaranteed Obligationsstate law.

Guaranty. The In consideration of Green Plains Ethanol Storage LLC (“Beneficiary”) agreeing at the request of Green Plains Inc., 000 Xxxxxxx Xxxxxxx, Xxxxx 000, Xxxxx, Xxxxxxxx 00000 (“Guarantor”) to enter into and execute that certain Ethanol Storage and Throughput Agreement, dated , 2015 (the “Agreement”) with Green Plains Trade Group LLC (“Obligor”), Guarantor does hereby guarantee to Beneficiary, irrevocably and unconditionally, except as set forth in this Guaranty, the payment, upon Beneficiary’s demand, by Obligor of all obligations of Obligor to Beneficiary under the Agreement, whether now in existence or hereafter arising (the “Guaranteed Obligation”). Guarantor hereby irrevocably waives notice of acceptance of this Guaranty and unconditionally guarantees to each holder, the due and punctual payment in full of (a) the principal of, Make-Whole Amount, if any, and interest on (including, without limitation, interest accruing after the filing notice of any petition obligation to which it may apply, and, except as provided in bankruptcythis Guaranty, waives presentment, demand for payment, protest, notice of dishonor, non-payment or non-performance of any such obligation, suit or the commencement taking of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding)other action by Beneficiary against, and any other amounts due undernotice to, Obligor, Guarantor or others. Beneficiary may at any time and from time to time without notice or consent of Guarantor (a) agree with Obligor to make any change in, or amend, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and terms of any Guaranteed Obligation, (b) take or fail to take any expensesaction in respect of any security for any Guaranteed Obligation, indemnities (c) exercise or refrain from exercising any rights against Obligor or others under the Agreement, or (d) compromise or subordinate any Guaranteed Obligation, including any security therefor, with the assurance that the obligation of Guarantor to Beneficiary will not be impaired or compromised beyond that which is ultimately agreed to between Beneficiary and other sums Obligor. This guaranty shall continue in full force and effect until the date of termination of the Guaranteed Obligation. It is understood, however, that notwithstanding any such expiration or termination taking effect, this Guaranty shall continue in full force and effect with respect to any Guaranteed Obligation guaranteed hereunder which have been incurred, arise or otherwise relate to any period prior to such expiration or termination becoming effective. Guarantor further agrees that this Guaranty shall continue to be effective or be reinstated, as the case may become be, if at any time the payment, or any part thereof, of any Guaranteed Obligation is rescinded or must otherwise be reinstated or returned due to the holders bankruptcy or the Collateral Agent under the terms and provisions of the Notes, the Note Agreement, the Collateral Agreement insolvency laws or any other Note Document (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”)otherwise. The guaranty in the preceding sentence This Guaranty is an absolute, present and continuing guaranty one of payment and not one of collectability collection. Beneficiary may make written demand directly on Guarantor for such payment upon default by Obligor of any Guaranteed Obligation. In addition, Guarantor, upon demand, will reimburse Beneficiary for reasonable attorney fees necessarily incurred by Beneficiary in collection of payments or enforcement of performance hereunder. Except as to applicable statutes of limitation, delay by Beneficiary in making demand will not alter Guarantor’s obligation under this Guaranty and is Beneficiary will not be required to exhaust any remedies it may have against Obligor. Notices and demands are to be made (i) via personal delivery, express courier or certified mail, postage prepaid and return receipt requested, with such method of delivery effective upon receipt, or (ii) via electronic mail, with such method of delivery effective upon confirmation of receipt (but only if followed by transmittal by personal delivery or express courier for delivery on the next business day). Any notice to Guarantor or demand on Guarantor must be made to the following address, to the attention of General Counsel; Green Plains Inc., 000 Xxxxxxx Xxxxxxx, Xxxxx 000, Xxxxx, Xxxxxxxx 00000, xxxxxxxx.xxxxx@xxxxxxx.xxx. THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN CONFORMITY WITH THE LAWS OF THE STATE OF NEBRASKA WITHOUT REGARD TO ANY CONFLICT OF LAWS DOCTRINE WHICH WOULD APPLY THE LAWS OF ANOTHER JURISDICTION. GUARANTOR HEREBY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEBRASKA AND TO FEDERAL COURTS LOCATED WITHIN THE COUNTY OF XXXXXXX IN THE CITY OF OMAHA. EACH OF GUARANTOR AND BENEFICIARY HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS GUARANTY OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY. EACH OF GUARANTOR AND BENEFICIARY (A) CERTIFIES THAT NO AGENT, ATTORNEY, REPRESENTATIVE OR ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, AND (B) ACKNOWLEDGES THAT GUARANTOR AND BENEFICIARY, AS APPLICABLE, HAVE BEEN INDUCED TO ENTER INTO THIS GUARANTY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH. No term of provision of this Guaranty may be waived, amended, supplemented or otherwise modified except in no way conditional or contingent upon any attempt to collect from a writing signed by Guarantor and Beneficiary. This Guaranty embodies the Company or any other guarantor entire terms of the Notes or other Guaranteed Obligations or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail guaranty of payment by Guarantor to pay any of such Guaranteed Obligations, the Guarantor agrees to pay the same when due to the Collateral Agent and/or holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements Beneficiary for payment specified in the Notes, the Note Agreement, the Collateral Agreement and the other Note Documents. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause Obligation, superseding any related prior understandings or agreements. This Guaranty is executed effective as of action hereunder and separate suits may be brought hereunder as each cause of action arises, 2015. The Guarantor agrees that the Notes issued pursuant to the Note Agreement may GREEN PLAINS INC. Exhibit G Terminal Description Location/Terminals Minimum Throughput (but need notmmg per calendar quarter) make reference to this Guaranty Agreement. The Guarantor hereby acknowledges and agrees that the Guarantor’s liability hereunder is joint and several with any other Person(sEthanol Storage Capacity (mmg) who may guarantee the Guaranteed Obligations.Tank Bottoms (in gallons) Atkinson & O’Neill, Nebraska 9.38 2.074 363,000 Bluffton, Indiana 27.90 3.000 000,000 Xxxxxxx Xxxx, Xxxxxxxx 22.75 2.250 300,000 Fairmont, Minnesota 21.56 3.124 275,000 Lakota, Iowa 18.75 2.500 300,000 Obion, Tennessee 27.96 3.000 000,000 Xxx, Xxxxxxxx 11.00 1.550 150,000 Otter Tail, Minnesota 9.75 2.000 250,000 Riga, Michigan 13.95 1.239 190,000 Shenandoah, Iowa 15.11 1.524 150,000 Superior, Iowa 11.10 1.238 000,000 Xxxx Xxxxx, Xxxxxxxx 23.29 3.124 280,000

Guaranty. The Guarantor hereby irrevocably and unconditionally guarantees to each holder, the due and punctual payment in full of (a) absolutely, unconditionally and irrevocably guarantees to the principal ofCounterparty the full, Make-Whole Amount, if any, punctual and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts prompt payment when due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or maturity, by acceleration or required prepayment or otherwise) of the Guaranteed Obligations, and (b) any expensesindemnifies and holds harmless the Counterparty from, indemnities and other sums which may become due agrees to pay the Counterparty (subject to the holders or last sentence of this Section 2.01), all reasonable costs and expenses (including reasonable counsel fees and expenses) incurred by the Collateral Agent Counterparty in enforcing any of its rights under the terms and provisions of the Notesthis Guaranty; provided, however, the Note AgreementGuarantor shall not be obligated to make any payment under this Section 2.01 until five (5) Business Days after the Guarantor has received written demand therefor from the Counterparty, which demand shall set forth in reasonable detail the Collateral Agreement or any other Note Document (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”)amount for which demand is being made. The guaranty in the preceding sentence this Section 2.01 is an absolutea continuing guaranty, present and continuing guaranty of payment and not of collectability and is in no way conditional or contingent upon any attempt shall apply to collect from the Company or any other guarantor of the Notes or other all Guaranteed Obligations or upon any other actionwhenever arising and shall remain in full force and effect, occurrence or circumstance whatsoever. In the event that the Company and shall fail to pay any of such Guaranteed Obligationsnot be terminated, the Guarantor agrees to pay the same when due to the Collateral Agent and/or holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes, the Note Agreement, the Collateral Agreement and the other Note Documents. Each default in payment of any of the until all Guaranteed Obligations shall give rise to a separate cause of action hereunder under the Contract, and separate suits may be brought hereunder as each cause of action arisesall costs and expenses referenced in Section 2.01(b), have been paid in full. The Guarantor agrees that notwithstanding any stay, injunction or other prohibition preventing the Notes issued pursuant payment by the the Company of all or any portion of the Guaranteed Obligations, such Guaranteed Obligations shall nevertheless be due and payable by the Guarantor for the purposes of this Guaranty at the time such Guaranteed Obligations are payable by the Company under the provisions of the Contract, subject to the Note Agreement may requirement of demand for payment set forth above in this Section 2.01. Notwithstanding the foregoing, (but need notx) make reference all payments due by the Guarantor pursuant to this Guaranty Agreementshall be made by the Guarantor to the Counterparty at its office (as indicated in Section 6.01 hereof) in same day funds, and such payment shall discharge the liability of the Guarantor hereunder to the extent of the amounts so paid. The Notwithstanding any provision hereof to the contrary, the aggregate amount that shall be required to be paid by the Guarantor hereby acknowledges and agrees that the Guarantor’s liability hereunder is joint and several with any other Person(s) who may guarantee the Guaranteed Obligationsunder this Guaranty shall not exceed CDN$400,000,000 (Four Hundred Million Canadian Dollars).

Guaranty. The FOR VALUE RECEIVED, and in consideration of, and in order to induce , a (“Operator”), to execute that certain Operating Agreement (the “Operating Agreement), dated , between Operator and , a limited liability company (“Owner”), the undersigned (hereinafter referred to as the “Guarantor”) hereby guarantees to Operator all of the all of the contractual duties, obligations and liabilities on the part of Owner to be performed under or pursuant to Operating Agreement (collectively referred to herein as the “Obligations”). Guarantor hereby irrevocably covenants that if Owner shall default in the payment or performance of any of the Obligations, Guarantor shall immediately pay the amount due to Operator (including any interest due for late payment) and unconditionally guarantees perform all of the other obligations with respect to each holderwhich Owner is then in default. Guarantor further covenants to pay to Operator on demand by Operator all damages, the due costs and punctual payment expenses that may arise in full consequence of (a) the principal ofany default by Owner or that are incurred in enforcing this Guaranty, Make-Whole Amount, if any, and interest on (including, without limitation, interest accruing after reasonable attorneys’ fees. This Guaranty is an absolute and unconditional guaranty of payment and of performance. It shall be enforceable against Guarantor without the filing necessity of (i) any suit instigated by Operator or it affiliates against Owner, (ii) the exhaustion of Operator’s remedies with respect to Owner under the Agreement, or (iii) the enforcement of Operator’s or it affiliates’ rights with respect to any security which has ever been given to secure the payment and performance of the Obligations. This Guaranty shall also be enforceable without the necessity of any petition notice of Owner’s nonpayment, nonperformance or nonobservance, notice of acceptance of this Guaranty or any other notice or demand to which Guarantor might otherwise be entitled, all of which Guarantor hereby expressly waives. The obligations of Guarantor shall be irrevocable and unconditional, irrespective of validity, regularity or enforceability of the Agreement or any security given for the Obligations or any circumstance which might otherwise constitute a legal or equitable discharge of a surety or guarantor, and Guarantor waives the benefit of all principles or provisions of law, statutory or otherwise, which are, or might be, in conflict with the terms of this Guaranty, and agrees that the obligations of Guarantor hereunder shall not be affected by any circumstances, whether or not referred to in this Guaranty, which might otherwise constitute a legal or equitable discharge of a surety or guarantor. Without limiting the generality of the foregoing, Guarantor agrees that the occurrence of the following events (or any thereof), whether they occur with or without notice or consent by Guarantor, will in no way release or impair any liability or obligation of Guarantor hereunder: (i) Operator or it affiliates, in their discretion, waives compliance by Owner with any of its Obligations or covenants under the Agreement or waives any default thereunder, or grants any indulgence with respect to the Agreement, (ii) Operator or it affiliates compromise, modify, amend or change any provisions of the Agreement, (iii) Operator or it affiliates grant extensions or renewals of the Agreement or the Obligations, (iv) Operator or it affiliates transfer its rights under this Guaranty, (v) Operator or it affiliates consent to the assignment by Owner of its rights under any of the Agreement, (vi) Operator or it affiliates deal in any respect with Owner and the Obligations as if this Guaranty were not in effect, (vii) Owner is released from its Obligations by benefit of an exculpation clause in any of the Agreement, (viii) the release or discharge of Owner in a creditor’s proceedings, receivership, bankruptcy or other proceeding, (ix) the impairment, limitation or modification of the liability of Owner or the estate of Owner in bankruptcy, or the commencement of any insolvencyremedy for the enforcement of Owner’s liability under the Agreement, reorganization resulting from the operation of any present or like proceeding, whether future provision of the federal Bankruptcy Act or not a claim for post-filing other statute or post-petition interest is allowed from the decision in such proceeding)any court, and any other amounts due under, (x) the Notes when and as the same shall become due and payable (whether at stated maturity rejection or by required or optional prepayment or by acceleration or otherwise) and (b) any expenses, indemnities and other sums which may become due to the holders or the Collateral Agent under the terms and provisions of the Notes, the Note Agreement, the Collateral Agreement or any other Note Document (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectability and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes or other Guaranteed Obligations or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail to pay any of such Guaranteed Obligations, the Guarantor agrees to pay the same when due to the Collateral Agent and/or holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes, the Note Agreement, the Collateral Agreement and the other Note Documents. Each default in payment disaffirmance of any of the Guaranteed Agreement in any such proceedings. If, as a result of such proceedings, Operator or it affiliates are forced to refund any payment made by Owner to Operator or it affiliates because it is found to be a preference or for any other reason, Guarantor hereby covenants to pay such amount to Operator upon demand. All of Operator’s and it affiliates’ rights and remedies under the Agreement and/or under this Guaranty are intended to be distinct, separate and cumulative, and no such right or remedy therein mentioned is intended to be in exclusion of or a waiver of any of the others. Specifically, the obligation of Guarantor hereunder shall not be released by Operator’s or it affiliates’ receipt, application or release of security given for performance and observance of covenants and conditions required to be performed and observed by Owner under the Agreement. Until the Obligations have been paid in full, Guarantor shall give rise not have any right of subrogation unless such right is expressly granted in writing by Operator and any rights of subrogation of Guarantor are hereby expressly waived. Any indebtedness of Owner held by Guarantor is hereby subordinated to a separate cause this Guaranty; and such indebtedness of action Owner to Guarantor, if Operator so requests, shall be collected, enforced and received by Guarantor as trustee for Operator and shall be paid over to Operator in order to satisfy the Obligations guaranteed hereunder. This Guaranty and all other obligations hereunder shall be binding on the undersigned and separate suits its respective successors and assigns. Suit may be brought hereunder and maintained against Guarantor without the joinder of Owner or any other person. Guarantor hereby represents and warrants to Operator and it affiliates, as each cause a material inducement, that Guarantor currently has, and Guarantor covenants that it shall maintain at all times that this Guaranty is in effect, a tangible net worth in excess of action arises$ [NOTE: such amount to be determined by Operator, in its sole but reasonable discretion, at the time the Guaranty is required to be executed and delivered]. The On or prior to the date hereof, Guarantor agrees to provide Operator with a letter addressed to Operator from a nationally recognized banking institution which states that Guarantor meets the Notes issued pursuant to foregoing net worth requirements. This instrument may not be changed, modified, discharged or terminated orally or in any manner other than by an agreement in writing signed by Guarantor and Operator. As used herein, the Note Agreement may (but need not) make reference to this Guaranty term “Owner” shall include any successor or assignee of Owner, the term “Operator” shall include any successor or assignee of Operator, the term “Operating Agreement” shall include any amendment, extension or renewal of the Operating Agreement. The This Guaranty shall be of no further force or effect, and shall be surrendered by Operator to Guarantor hereby acknowledges on the termination of the Operating Agreement (except with respect to Obligations arising prior to or in connection with such termination or which survive such termination), and agrees that the Guarantor’s liability hereunder is joint and several with any other Person(s) who no Obligations shall or may guarantee the Guaranteed Obligationsbe created following such termination. THIS GUARANTY SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE IN WHICH THE PREMISES IS LOCATED AND THE LAWS OF THE UNITED STATES APPLICABLE TO TRANSACTIONS IN THAT STATE. GUARANTOR HEREBY IRREVOCABLY AGREES THAT ANY LEGAL ACTION OR PROCEEDING AGAINST IT WITH RESPECT TO THIS GUARANTY MAY BE MAINTAINED IN THE COURTS OF THE COUNTY IN WHICH THE PREMISES IS LOCATED AND GUARANTOR HEREBY CONSENTS TO THE JURISDICTION AND VENUE OF SUCH COURTS. EXECUTED this day of , 200 . GUARANTOR: By: Name: Title: EXHIBIT G TO OPERATING AGREEMENT RESTRICTED AREA [See Attached.]

Guaranty. The Each Guarantor hereby irrevocably irrevocably, unconditionally and unconditionally jointly and severally with the other Guarantors guarantees to each holder, the due and punctual payment in full of (a) the principal of, Make-Whole Amount, if any, [Modified Make-Whole Amount, if any,]9 and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any expenses, indemnities and other sums which may become due to the holders or the Collateral Agent under the terms and provisions of the Notes, the Note Agreement, the Collateral Agreement or any other Note Document (instrument referred to therein)10 all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectability collectibility and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes or (including, without limitation, any other Guaranteed Obligations Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, the each Guarantor agrees to pay the same when due to the Collateral Agent and/or holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes, Notes and the Note Agreement, the Collateral Agreement and the other Note Documents. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. The Each Guarantor agrees that the Notes issued pursuant to in connection with the Note Agreement may (but need not) make reference to this Guaranty Agreement. The Each Guarantor agrees to pay and to indemnify and save each holder harmless from and against any damage, loss, cost or expense (including attorneys’ fees) which such holder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor, by any other Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes, the Note Agreement or any other instrument referred to therein, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the Note Agreement or any other instrument referred to therein and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees that the such Guarantor’s liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the Guaranteed Obligationsobligations and Indebtedness under and in respect of the Notes and the Note Agreement.

Guaranty. The To induce the Guaranteed Party to enter into the Arrangement Agreement, dated as of the date hereof (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), entered into concurrently herewith by and between the Guaranteed Party and Creedence Acquisition ULC, an unlimited liability company organized under the Laws of the Province of British Columbia (the “Purchaser”), the Guarantor hereby absolutely, irrevocably and unconditionally guarantees to each holderthe Guaranteed Party, on the terms and subject to the conditions set forth herein, the due and punctual payment in full observance, performance and discharge of 88.75% of (a) the principal ofpayment obligations of the Purchaser with respect to the Purchaser Termination Fee, Make-Whole Amount, if any, and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any expensesthe payment obligations of the Purchaser under the last sentence of Section 4.12 of the Agreement, indemnities (c) the payment obligations of the Purchaser under Section 4.13(b) of the Agreement and other sums which may become due (d) the payment obligations of the Purchaser under the last sentence of Section 4.14(a) of the Agreement, in each case, subject to the holders or the Collateral Agent under the terms and provisions limitations of the NotesAgreement (collectively, the Note Agreement, the Collateral Agreement or any other Note Document (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). In no event shall the Guarantor’s aggregate liability under this Guaranty exceed the sum of (i) US$466,843,000 and (ii) the amount of all costs and expenses provided under Section 4 hereof (collectively, the “Cap”). The guaranty in parties agree that this Guaranty may not be enforced against the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectability and is Guarantor without giving effect to the Cap. The Guaranteed Party agrees that in no way conditional or contingent upon any attempt to collect from event shall the Company or any other guarantor of the Notes or other Guaranteed Obligations or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail Guarantor be required to pay any of such Guaranteed Obligations, the Guarantor agrees to pay the same when due to the Collateral Agent and/or holders entitled theretoGuaranteed Party under, without demandin respect of, presentment, protest or notice of in connection with this Guaranty or the Agreement or the transactions contemplated thereby any kind, amounts other than as expressly set forth herein. All payments hereunder shall be made in lawful money of the United States of AmericaStates, pursuant to the requirements for payment specified in the Notes, the Note Agreement, the Collateral Agreement and the other Note Documents. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. The Guarantor agrees that the Notes issued pursuant to the Note Agreement may (but need not) make reference to this Guaranty Agreementimmediately available funds. The Guarantor hereby acknowledges and agrees that, in the absence of this Guaranty, the Guaranteed Party would not enter into the Agreement. Each capitalized term used and not defined herein and the term “affiliate” shall have the meanings ascribed to them in the Agreement. If the Purchaser fails to discharge any of (a) its payment obligations with respect to the Purchaser Termination Fee, (b) its payment obligations under the last sentence of Section 4.12 of the Agreement, (c) its payment obligations under Section 4.13(b) of the Agreement or (d) its payment obligations under the last sentence of Section 4.14(a) of the Agreement, in each case when due (whether or not any bankruptcy, insolvency or similar proceeding shall have stayed the accrual or collection of any of such obligations or operated as a discharge thereof), the Guaranteed Party may at any time and from time to time until the termination of the Obligations pursuant to Section 9 hereof, at the Guaranteed Party’s option, and so long as the Purchaser has failed to perform any of such Obligations, take any and all actions available hereunder to enforce the Obligations, subject to the Cap. In furtherance of the foregoing, the Guarantor acknowledges that the Guaranteed Party may, in its sole discretion, bring and prosecute a separate action against the Guarantor for the full amount of the Guarantor’s liability liabilities hereunder in respect of the Obligations (subject to the Cap), regardless of whether an action is joint and several with brought against the Purchaser or whether the Purchaser is joined in any other Person(s) who may guarantee the Guaranteed Obligationssuch action or actions.

Guaranty. The Guarantor hereby irrevocably absolutely and unconditionally guarantees to each holderBuyer and Issuer the payment and performance by Seller and any permitted assignee of its rights or obligations hereunder as well as of any permitted transferee of Seller’s membership interests in the Company and units representing the same (including, for the avoidance of doubt, any party that has executed a joinder to this Agreement in accordance with Section 6.2(b) or Section 12.5) (collectively, the due “Guaranteed Parties”) of all of its and punctual their payment as well as performance obligations under this Agreement to the same extent as a Guaranteed Party has such obligations and liabilities. This is a guarantee of performance and payment and not of collectability. The liability of Guarantor under this guaranty is independent of the obligations of the Guaranteed Parties in this Agreement, and a separate action or separate actions may be brought and prosecuted against Guarantor whether or not any action is brought or prosecuted against a Guaranteed Party and whether or not a Guaranteed Party is joined in any such action or actions. Guarantor waives the right to require Buyer and/or Issuer to proceed first against a Guaranteed Party or to pursue first any other remedy available to them. Guarantor also hereby waives any defense to its obligation as a surety and its right to claim the effect of any event, fact or circumstance that would exonerate it of its obligations hereunder. All payments made under this guaranty shall be made without reduction, whether by offset, payment in full of (a) the principal ofescrow or otherwise, Make-Whole Amount, if any, and interest on (including, without limitation, interest accruing after as a result of (a) any change in the filing corporate existence, structure or ownership of any petition in bankruptcy, a Guaranteed Party (including its potential future dissolution) or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any expensesinsolvency, indemnities and other sums which may become due to the holders or the Collateral Agent under the terms and provisions of the Notesbankruptcy, the Note Agreement, the Collateral Agreement or any other Note Document (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectability and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes reorganization or other Guaranteed Obligations or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail to pay any of such Guaranteed Obligations, the Guarantor agrees to pay the same when due to the Collateral Agent and/or holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes, the Note Agreement, the Collateral Agreement and the other Note Documents. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. The Guarantor agrees that the Notes issued pursuant to the Note Agreement may (but need not) make reference to this Guaranty Agreement. The Guarantor hereby acknowledges and agrees that the Guarantor’s liability hereunder is joint and several with any other Person(s) who may guarantee the Guaranteed Obligations.similar proceeding affecting a

Guaranty. The Subject to the limitation set forth in Section 2.09, Guarantor hereby irrevocably and unconditionally guarantees to each holder, the due and punctual City the timely payment in full of (a) the principal of, Make-Whole Amount, if any, and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts when due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or maturity, by acceleration or otherwise) of the Guarantied Obligations in each case strictly in accordance with their terms. Guarantor hereby further agrees that if the Tribe shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) all or any part of the Guarantied Obligations and (b) any expenses, indemnities and other sums which may become due written notice of such failure has been provided to the holders Guarantor, then Guarantor will immediately pay in full such Guarantied Obligations; provided, however, that after notice of a failure by the Tribe to pay regularly scheduled principal and interest on the Note, Guarantor shall have five (5) days to cure such amounts then due and without acceleration. In the case of any extension of time of payment or renewal of all or any part of the Collateral Agent under Guarantied Obligations, the same will be timely paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms and provisions of the Notes, the Note Agreement, the Collateral Agreement such extension or any other Note Document (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”)renewal. The guaranty in the preceding sentence This Guaranty is an absolute, present irrevocable and continuing guaranty unconditional in nature and is made with respect to any and all Guarantied Obligations. Guarantor’s liability under this Guaranty shall continue until full satisfaction of all Guarantied Obligations, or until release of Guarantor’s obligations hereunder pursuant to Section 2.11. This Guaranty is a guarantee of due and punctual payment and not of collectability collectibility. Notwithstanding anything to the contrary herein or in the Note, the Note and this Guaranty may not be amended by written agreement of the respective parties without notice to, and the express written consent of, the Guarantor, at its sole discretion. The intent of this Section is that the guaranteed amount may not be increased above $30,000,000, subject to additions for late fees, costs of collection and interest payments, all as arising solely under the Note, but less any principal reduction payments made in no way conditional or contingent upon any attempt accordance with such Note, without notice to collect and express consent of Guarantor. The Note and this Guaranty are separate and apart from the Company or any other guarantor of the Notes or other Guaranteed Obligations or upon any other actionterms, occurrence or circumstance whatsoever. In the event that the Company shall fail to pay any of such Guaranteed Obligations, the Guarantor agrees to pay the same when obligations and payments due to the Collateral Agent City under the LDA and/or holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to Services Agreement dated between the requirements for payment specified in the Notes, the Note Agreement, the Collateral Agreement Tribe and the other Note Documents. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. The Guarantor agrees that the Notes issued pursuant to the Note Agreement may (but need not) make reference to this Guaranty Agreement. The Guarantor hereby acknowledges and agrees that the Guarantor’s liability hereunder is joint and several with any other Person(s) who may guarantee the Guaranteed ObligationsCity.

Guaranty. The Guarantor hereby irrevocably and unconditionally guarantees to each holder, the due and punctual payment in full of (a) the principal of, Make-Whole Amount, if any, and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any expenses, indemnities and other sums which may become due to the holders or the Collateral Agent under the terms and provisions of the Notes, the Note Agreement, the Collateral Agreement or any other Note Document (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence This is an absolute, present unconditional, irrevocable, and continuing guaranty of payment and performance, and not merely of collectability collection, and the circumstance that at any time or from time to time any Guaranteed Debt may be paid in full does not affect the obligation of each Guarantor with respect to any Guaranteed Debt thereafter incurred. This Guaranty shall remain in effect until the Guaranteed Debt is fully paid and performed, all commitments to extend any credit under the Loan Documents have terminated, all Letters of Credit have expired or been terminated, and all Swap Contracts with any Lender or any Affiliate of any Lender have expired; provided that this Guaranty shall continue in no way conditional full force and effect or contingent upon be revived, as the case may be, if any attempt to collect from payment by or on behalf of the Company Borrower or any other guarantor obligor on any Guaranteed Debt is made, or any Benefitted Party exercises its right of setoff, in respect of any Guaranteed Debt and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any Benefitted Party) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred. No Guarantor may rescind or revoke its obligations with respect to any Guaranteed Debt. Notwithstanding any contrary provision, it is the intention of each Guarantor and each Benefitted Party that the amount of the Notes Guaranteed Debt guaranteed by each Guarantor under this Guaranty shall be in, but not in excess of, the maximum amount permitted by fraudulent conveyance, fraudulent transfer, or other Guaranteed Obligations similar insolvency Laws applicable to such Guarantor. Accordingly, notwithstanding anything to the contrary contained in this Guaranty or upon any other action, occurrence agreement or circumstance whatsoever. In instrument executed in connection with the event that the Company shall fail to pay any of such Guaranteed Obligations, the Guarantor agrees to pay the same when due to the Collateral Agent and/or holders entitled thereto, without demand, presentment, protest payment or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes, the Note Agreement, the Collateral Agreement and the other Note Documents. Each default in payment performance of any of the Guaranteed Obligations Debt, the amount of the Guaranteed Debt guaranteed by each Guarantor under this Guaranty shall give rise be limited to a separate cause an aggregate amount equal to the largest amount that would not render such Guarantor’s obligations hereunder subject to avoidance under Section 548 of action hereunder and separate suits may be brought hereunder as each cause the United States Bankruptcy Code or any comparable provision of action arisesany applicable state Law. The obligations of each Guarantor agrees that hereunder are those of primary obligor, and not merely as surety, and are independent of the Notes issued pursuant to Guaranteed Debt and the Note Agreement may (but need not) make reference to this Guaranty Agreement. The Guarantor hereby acknowledges and agrees that the Guarantor’s liability hereunder is joint and several with obligations of any other Person(s) who may guarantee obligor for the Guaranteed Obligations.Debt. F-2 Form of Guaranty

Guaranty. The Guarantor GNC Holdings hereby irrevocably guarantees the due, prompt and unconditionally guarantees to each holder, the full payment when due and punctual payment in full of (a) the principal of, Make-Whole Amount, if any, and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any expenses, indemnities and other sums which may become due to the holders or the Collateral Agent under the terms and provisions all of the Notesobligations of GNC under this Agreement in accordance with the express terms thereof (such obligations, the Note Agreement, the Collateral Agreement or any other Note Document (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”)) and shall have no other obligations hereunder. The guaranty in the preceding sentence is an Guaranteed Obligations are primary, absolute, present unconditional and continuing guaranty irrevocable, and such obligations shall continue in full force and effect until the payment of payment all of the Guaranteed Obligations and are not of collectability and is in no way conditional conditioned upon any event or contingent contingency or upon any attempt first to collect obtain payment from the Company GNC under this Agreement, or pursuit of any other guarantor right or remedy against GNC through the commencement of the Notes an Action or other Guaranteed Obligations or upon any other actionotherwise. With respect to its obligations hereunder, occurrence or circumstance whatsoever. In the event that the Company shall fail to pay any of such Guaranteed Obligations, the Guarantor agrees to pay the same when due to the Collateral Agent and/or holders entitled thereto, without demandGNC Holdings expressly waives diligence, presentment, demand of payment, protest or notice and all notices whatsoever, all defenses which may be available by virtue of any kindvaluation, stay, moratorium law or other similar applicable Law now or hereafter in effect, any right to require the marshalling of assets of GNC, and all suretyship defenses generally. GNC Holdings acknowledges and agrees that its obligations hereunder shall continue in full force and effect, without notice from any other party in the event the obligations of GNC or GNC Holdings under this Agreement are amended or in any way modified, and that the Guaranteed Obligations shall continue and shall apply in full to such amended obligations of GNC or GNC Holdings as though the amended terms had been part of this Agreement from the original date of execution thereof. GNC Holdings acknowledges and agrees that its obligations hereunder shall not be released or discharged, in lawful money whole or in part, or otherwise affected by (a) the failure or delay on the part of the United States of AmericaXxxxx, pursuant Xxxxx Parent or any Xxxxx Indemnified Party to the requirements for payment specified assert any claim or demand or to enforce any right or remedy against GNC; (b) any change in the Notestime, the Note Agreement, the Collateral Agreement and the other Note Documents. Each default in place or manner of payment or performance of any of the Guaranteed Obligations shall give rise or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of this Agreement; (c) any change in the corporate existence, structure or ownership of GNC; (d) any insolvency, bankruptcy, reorganization or other similar proceeding affecting GNC; (e) the existence of any claim, set-off or other right which GNC Holdings may have at any time against GNC, whether in connection with the Guaranteed Obligations or otherwise; or (f) the adequacy of any means the Xxxxx, Xxxxx Parent or other Xxxxx Indemnified Party may have of obtaining payment or performance related to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. The Guarantor agrees that the Notes issued pursuant to the Note Agreement may (but need not) make reference to this Guaranty Agreement. The Guarantor hereby acknowledges and agrees that the Guarantor’s liability hereunder is joint and several with any other Person(s) who may guarantee the Guaranteed Obligations. GNC Holdings is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization. GNC Holdings possesses all requisite power and authority necessary to enter into this Agreement and the other agreements, documents or certificates contemplated hereby to which GNC Holdings is or will be a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by GNC Holdings, and (assuming due authorization, execution, and delivery by each other party hereto (other than GNC)) this Agreement constitutes a legal, valid, and binding obligation of GNC Holdings enforceable against GNC Holdings in accordance with its terms, subject to enforceability, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights. When each agreement, document or certificate contemplated hereby to which GNC Holdings is or will be a party has been duly executed and delivered by GNC Holdings, such agreement, document or certificate will (assuming due authorization, execution, and delivery by each other party thereto (other than GNC)) constitute a legal and binding obligation of GNC Holdings enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights generally and by general principles of equity. Notwithstanding anything in this Section to the contrary, nothing in this Section shall be deemed to amend or otherwise modify any of the rights or obligations of GNC under this Agreement and, in performing the Guaranteed Obligations, GNC Holdings shall be entitled to rely on the rights of GNC under this Agreement or arising out of any breach of this Agreement or fraud by Xxxxx or Xxxxx Parent.

Guaranty. The Guarantor hereby irrevocably irrevocably, absolutely and unconditionally guarantees to each holder, unto the due and punctual payment in full of Note Holders (a) the full and prompt payment of the principal of, MakeYield-Whole Maintenance Amount, if any, and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding)) and all other amounts due with respect to the Notes from time to time outstanding, as and when such amounts shall become due and payable, whether by lapse of time, upon redemption, prepayment or purchase, by extension or by acceleration or declaration or otherwise (including (to the extent legally enforceable) interest due on overdue payments of principal, Yield-Maintenance Amount, if any, or interest at the rate set forth in the Notes or any other amounts due underthereunder) in coin or currency of the United States of America which at the time of payment or demand therefor shall be legal tender for the payment of public and private debts, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) the full and prompt payment, performance and observance by the ESOP and any expenses, indemnities and other sums which may become due to Person (other than the holders Note Holders or the Collateral Agent Trustee) of all obligations, covenants, conditions and agreements contained in any Note Document (including, without limitation, the payment, performance and observance by the ESOP of its obligations under paragraph 7 of the terms Note Agreement), and provisions (c) the full and prompt payment, upon demand by any Note Holder or the Collateral Trustee of all costs and expenses (including reasonable attorneys' fees), if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Notes, the Note Agreement, the Collateral Agreement or any of the other Note Document Documents or in the protection or enforcement of any rights, privileges or liabilities under this Guaranty or in any consultation or action in connection therewith or herewith (all such obligations obligations, covenants, conditions and agreements described in the foregoing clauses (a), (b) and (bc) above are herein called being hereinafter collectively referred to as the “Guaranteed Obligations”"OBLIGATIONS"). The guaranty in Guarantor acknowledges that (i) from and after the preceding sentence is an absoluteDate of Closing, present the ESOP will continue to own 100% of the issued and continuing guaranty outstanding capital stock of payment the Guarantor, (ii) the ESOP exists for the benefit of the employees of the Guarantor (together with certain other Persons), and not of collectability the Guarantor will receive material direct and is in no way conditional or contingent upon any attempt to collect indirect benefits from the Company or any other guarantor of financing arrangements contemplated by the Notes or other Guaranteed Obligations or upon any other action, occurrence or circumstance whatsoever. In Note Documents and (iii) the event that the Company shall fail to pay any agreements set forth in this Guaranty are knowingly made in contemplation of such Guaranteed Obligations, the Guarantor agrees to pay the same when due to the Collateral Agent and/or holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes, the Note Agreement, the Collateral Agreement and the other Note Documents. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. The Guarantor agrees that the Notes issued pursuant to the Note Agreement may (but need not) make reference to this Guaranty Agreement. The Guarantor hereby acknowledges and agrees that the Guarantor’s liability hereunder is joint and several with any other Person(s) who may guarantee the Guaranteed Obligationsbenefits.

Guaranty. The Subject to Section 23 below, the Guarantor hereby irrevocably and unconditionally unconditionally, guarantees to each holder, the due and punctual payment in full of (a) the principal of, Make-Whole Amount, if any, and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any expenses, indemnities and other sums which may become due to the holders or the Collateral Agent under the terms and provisions of the Notes, the Note Agreement, the Collateral Agreement or any other Note Document (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectability and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes or other Guaranteed Obligations or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail to pay any of such Guaranteed Obligations, the Guarantor agrees to pay the same when due to the Collateral Agent and/or holders entitled thereto, without demand, presentment, protest or notice of any kinddue, in lawful money of the United States of AmericaAmerica or in another currency as provided for in Section 3.2(a) of the Credit Agreement (the “Obligation Currency”), pursuant whether at stated maturity, by acceleration or otherwise, of the Loans, L/C Obligations, and all other Obligations owing by the Company to the requirements for payment specified in Lenders, the Administrative Agent, the Swingline Leader, the Issuing Banks and Other Agents, or any of them, under the Credit Agreement, the Notes, the Note Agreement, the Collateral Agreement and the other Note Credit Documents, including all renewals, extensions, modifications and refinancings thereof, now or hereafter owing, whether for principal, interest, fees, expenses or otherwise, and any and all reasonable out-of-pocket expenses (including reasonable attorneys’ fees and expenses) incurred by the Lenders or the Administrative Agent in enforcing any rights under this Guaranty (collectively, the “Guaranteed Obligations”), including without limitation, all interest which, but for the filing of a petition in bankruptcy, would accrue on any principal portion of the Guaranteed Obligations. Each default Any and all payments by the Guarantor hereunder shall be made in the Obligation Currency free and clear of and without deduction for any set-off, counterclaim, or withholding so that, in each case, each Guaranteed Party will receive, after giving effect to any Indemnified Taxes (as such term is defined in the Credit Agreement), the full amount, in the Obligation Currency, that it would otherwise be entitled to receive with respect to the Guaranteed Obligations (but without duplication of amounts for Indemnified Taxes already included in the Guaranteed Obligations). The Guarantor acknowledges and agrees that this is a guarantee of payment when due, and not of any collection, and that this Guaranty may be enforced up to the full amount of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. The Guarantor agrees that without proceeding against the Notes issued pursuant to Company, against any security for the Note Agreement may (but need not) make reference to this Guaranty Agreement. The Guarantor hereby acknowledges and agrees that the Guarantor’s liability hereunder is joint and several with Guaranteed Obligations, against any other Person(s) who may guarantee Guarantor or under any other guaranty covering any portion of the Guaranteed Obligations.

Guaranty. The Guarantor hereby irrevocably and unconditionally guarantees Guaranty or any provision thereof shall cease to each holder, the due and punctual payment -------- be in full of (a) the principal of, Make-Whole Amount, if any, and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcyforce or effect, or the commencement Guarantor or any Person acting by or on behalf of the Guarantor shall deny or disaffirm the Guarantor's obligations under the Guaranty or the Guarantor shall default in the due performance or observance of any insolvencyterm, reorganization covenant or like proceeding, whether agreement on its part to be performed or not a claim for post-filing or post-petition interest is allowed in such proceeding)observed pursuant to the Guaranty; then, and in any other amounts due undersuch event, and at any time thereafter, if any Event of Default shall then be continuing, any Senior Managing Agent shall, upon the written request of the Required Banks, by written notice to Holdings and the Borrower, take any or all of the following actions, without prejudice to the rights of any Senior Managing Agent or any Bank to enforce its claims against the Borrower, except as otherwise specifically provided for in this Agreement (provided that -------- if an Event of Default specified in Section 9.05 shall occur with respect to the Borrower, the Notes when result which would occur upon the giving of written notice by any Senior Managing Agent as specified in clauses (i) and as (ii) below shall occur automatically without the same giving of any such notice): (i) declare the Total Commitment terminated, whereupon the Commitment of each Bank shall forthwith terminate immediately and any Facility Fee and Utilization Fee theretofore accrued shall forthwith become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) without any other notice of any kind and (bii) declare the principal of and any expensesaccrued interest in respect of all Loans and all Obligations owing hereunder and thereunder to be, indemnities and other sums which may become due to the holders or the Collateral Agent under the terms and provisions of the Notes, the Note Agreement, the Collateral Agreement or any other Note Document (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectability and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes or other Guaranteed Obligations or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail to pay any of such Guaranteed Obligations, the Guarantor agrees to pay whereupon the same when shall become, forthwith due to the Collateral Agent and/or holders entitled theretoand payable without presentment, without demand, presentment, protest or other notice of any kind, all of which are hereby waived by Holdings and the Borrower. Notwithstanding anything contained in lawful money the foregoing paragraph, if at any time within 60 days after an acceleration of the United States of America, Loans pursuant to the requirements for payment preceding paragraph, the Borrower shall pay all arrears of interest and all pay- ments on account of principal which shall have become due otherwise than by acceleration (with interest on principal and, to the extent permitted by law, on overdue interest, at the rates specified in this Agreement) and all Events of Default and Defaults (other than non-payment of the Notesprincipal of and accrued interest on the Loans, in each case which is due and payable solely by virtue of acceleration) shall be remedied or waived pursuant to Section 12.11, then Non- Defaulting Banks holding at least 66-2/3% of the Note AgreementAdjusted Total Commitment (which Banks shall include in any event the Majority SMA), the Collateral Agreement by written notice to Holdings and the other Note DocumentsBorrower, may at their option rescind and annul the acceleration and its consequences; but such action shall not affect any subse- quent Event of Default or Default or impair any right consequent thereon. Each default in payment The provisions of any this paragraph are intended merely to bind the Banks to a decision which may be made at the election of the Guaranteed Obligations shall give rise aforesaid percentage of the Banks and are not intended to a separate cause of action hereunder benefit the Borrower and separate suits may be brought hereunder as each cause of action arises. The Guarantor agrees that do not grant the Notes issued pursuant Borrower the right to require the Note Agreement may (but need not) make reference Banks to this Guaranty Agreement. The Guarantor hereby acknowledges and agrees that rescind or annul any acceleration hereunder, even if the Guarantor’s liability hereunder is joint and several with any other Person(s) who may guarantee the Guaranteed Obligationsconditions set forth herein are met.

Guaranty. The Each Guarantor hereby irrevocably irrevocably, unconditionally and unconditionally jointly and severally with the other Guarantors guarantees to each holder, the due and punctual payment in full of (a) the principal of, Make-Whole Amount, if any, and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any expenses, indemnities and other sums which may become due to the holders or the Collateral Agent under the terms and provisions of the Notes, the Note Agreement, the Collateral Agreement or any other Note Document instrument referred to therein, (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectability collectibility and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes or (including, without limitation, any other Guaranteed Obligations Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, the each Guarantor agrees to pay the same when due to the Collateral Agent and/or holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes, Notes and the Note Agreement, the Collateral Agreement and the other Note Documents. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. The Each Guarantor agrees that the Notes issued pursuant to in connection with the Note Agreement may (but need not) make reference to this Guaranty Agreement. The Each Guarantor agrees to pay and to indemnify and save each holder harmless from and against any damage, loss, cost or expense (including attorneys’ fees) which such holder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor, by any other Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes, the Note Agreement or any other instrument referred to therein, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the Note Agreement or any other instrument referred to therein and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees that the such Guarantor’s liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the Guaranteed Obligationsobligations and Indebtedness under and in respect of the Notes and the Note Agreement.

Guaranty. The Guarantor hereby acknowledges that it is fully aware of the terms and conditions, and has received a copy of, the Lease (including the Lease Supplement dated the First Funding Date), Participation Agreement and the other Operative Documents to which Lessee has become a party (as the same may be amended, modified or supplemented from time to time, collectively, the "Guaranteed Documents") and the transactions contemplated thereby, and hereby absolutely, irrevocably and unconditionally guarantees guarantees, as primary obligor and not as surety, without set-off or deduction, to each holder, the Guaranteed Party or Guaranteed Parties entitled thereto under the term of the Operative Documents (i) the due punctual and punctual full payment in full by th Lessee of (a) all payment obligations of the principal ofLessee under the Guaranteed Documents, Make-Whole Amount, if any, and interest on (including, without limitation, interest accruing after all Basic Rent, Renewal Rent Supplemental Rent, Casualty Value and Termination Value when due, whether by acceleration or otherwise (including without limitation, wh due by virtue of a Termination Event or a Lease Event of Default) , i accordance with the filing terms thereof; and (ii) the performance of each and every other covenant, agreement and obligation to be performed or observed by the Lessee under the Guaranteed Documents (collectively, t "Obligations"). The Guarantor hereby agrees that, in the event that the Lessee fails to pay any Obligation for any reason on the date on which such Obligation is required to be paid, the Guarantor will pay or cause be paid such Obligation at the time specified in the Guaranteed Documents, whether by acceleration or otherwise, and that in the case o any extension of time of payment or renewal of any petition in bankruptcy, or of the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due underObligations, the Notes same will be promptly paid in full when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or extended maturity, by acceleration or otherwise) and in accordance with the terms of such extension or renewal (b) any expensesit being the intention hereof that Guarantor shall promptly pay to each Guaranteed Party, indemnities and other sums which may become as a payment obligation directly due from Guarantor to such Guaranteed Party, amounts equal to all amounts due to the holders or the Collateral Agent such Guaranteed Party which Lessee shall fail to faithfully and properly pay when due under the terms and provisions of the NotesGuaranteed Documents, the Note Agreement, the Collateral Agreement whether by acceleration or any other Note Document (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”otherwise). The guaranty Guarantor hereby agrees that, in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectability and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes or other Guaranteed Obligations or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail Lessee fails to pay perform any of other Obligation for any reason on the date which such Guaranteed ObligationsObligation is required to be performed, the Guarantor agrees will cause such Obligation to pay the same be performed when due to be performed by the Collateral Agent and/or holders entitled theretoLessee under the Guaranteed Documents, without demand, presentment, protest or notice and that in the case of any kind, in lawful money extension of the United States time of America, pursuant to the requirements for payment specified in the Notes, the Note Agreement, the Collateral Agreement and the other Note Documents. Each default in payment performance or renewal of any of the Guaranteed Obligations shall give rise to a separate cause Obligations, the same will be promptly performed on the date performance is due (whether by extension or otherwise) in accordance with the terms of action hereunder and separate suits may be brought hereunder as each cause of action arises. The Guarantor agrees that the Notes issued pursuant to the Note Agreement may (but need not) make reference to this Guaranty Agreement. The Guarantor hereby acknowledges and agrees that the Guarantor’s liability hereunder is joint and several with any other Person(s) who may guarantee the Guaranteed Obligationssuc extension or renewal.

Guaranty. (a) The Guarantor hereby irrevocably absolutely and unconditionally guarantees to each holderguarantees, the due as a guaranty of payment and punctual performance and not merely as a guaranty of collection, prompt payment in full at all times of (a) the principal ofall Obligations, Make-Whole Amount, if any, and interest on (including, without limitation, (i) any outstanding Delayed Draw Term Loans (including all renewals, extensions, amendments, restatements and other modifications thereof) and earned interest accruing after and fees in relation thereto as set forth in the filing Reimbursement Agreement (including any interest paid-in-kind or deferred, any commitment fees, the prepayment premium set forth in Section 3.4 of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), Reimbursement Agreement and any other amounts due underconsent or amendment fees), (ii) indemnification obligations in favor of the Notes when and as Guaranteed Parties relating to any losses or other claims of the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) Guaranteed Parties in connection with providing the Cash Collateral to the Issuer, and (biii) any expenses, indemnities and other sums which may become due the obligation to provide replacement cash collateral to the holders Agent in an amount equal to the Cash Collateral that is in the Cash Collateral Accounts, and in each case whether recovery upon such indebtedness and liabilities may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Collateral Agent under the terms and provisions of the Notes, the Note Agreement, the Collateral Agreement Borrower or any other Note Document Guarantor under any Insolvency Law, and including interest that accrues after the commencement by or against the Borrower or any Guarantor of any proceeding under any Insolvency Law (all such obligations described in clauses (a) and (b) above are herein called collectively, the “Guaranteed Obligations”). The guaranty in ; provided that the preceding sentence Guarantor shall have no liability to make any payment under this Section 2(a) until the occurrence of a Guarantee Event; provided further that if the only Guarantee Event that has occurred is an absolute, present and continuing guaranty of payment and not of collectability and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor a Guarantee Event under clause (b) of the Notes or other Guaranteed Obligations or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail to pay any of such Guaranteed Obligationsdefinition thereof, the Guarantor agrees shall only be required to pay the same when due to the Collateral Agent and/or holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes, the Note Agreement, the Collateral Agreement and the other Note Documents. Each default in payment of any make payments of the Guaranteed Obligations shall give rise to a separate cause of action hereunder under the Reimbursement Agreement and separate suits may be brought hereunder as each cause of action arises. The Guarantor agrees that the Notes issued pursuant to the Note Agreement may (but need not) make reference to this Guaranty Agreement. The Guarantor hereby acknowledges and agrees that the Guarantor’s liability hereunder is joint and several with any other Person(s) who may guarantee the Guaranteed ObligationsOther Documents when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise.

Guaranty. The Guarantor For value received, Mobile Energy hereby irrevocably and unconditionally guarantees to each holder, the Holder of this Security upon which this Guaranty is endorsed and to the Trustee for its own benefit and the benefit of the Holders from time to time the due and punctual payment payment, observance and performance of all of the Guaranteed Obligations in full of (a) the principal of, Make-Whole Amount, if any, accordance with their respective terms and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or maturity, by required or optional prepayment or by reason of acceleration or otherwise), or deemed to be due hereunder, and agrees so to pay, observe or perform the same when so due, or deemed to be due, upon demand. Mobile Energy's obligations above (i) are absolute and unconditional, (bii) any expenses, indemnities and other sums which may become due to the holders or the Collateral Agent under the terms and provisions are unlimited in amount (except as provided in Article XIV of the NotesIndenture), the Note Agreement, the Collateral Agreement or any other Note Document (all such obligations described in clauses (aiii) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing constitute a guaranty of payment and performance and not a guaranty of collectability collection, (iv) are as primary obligor and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor not as a surety only, (v) shall be a continuing guaranty of the Notes or other all present and future Guaranteed Obligations and all promissory notes and other documentation given in extension or upon any other action, occurrence renewal or circumstance whatsoever. In the event that the Company shall fail to pay any of such Guaranteed Obligations, the Guarantor agrees to pay the same when due to the Collateral Agent and/or holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements substitution for payment specified in the Notes, the Note Agreement, the Collateral Agreement and the other Note Documents. Each default in payment of any of the Guaranteed Obligations and (vi) shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arisesirrevocable. The Guarantor agrees that the Notes issued pursuant to the Note Agreement may (but need not) make reference to obligations of Mobile Energy under this Guaranty Agreement. The Guarantor hereby acknowledges shall continue in full force and agrees that effect until the Guarantor’s liability hereunder is joint payment, observance and several with any other Person(s) who may guarantee performance in full of the Guaranteed Obligations.. The rights and obligations of Mobile Energy and the Trustee shall survive the repayment in full of all principal of and interest on the Securities. This Guaranty is given for the benefit of the Trustee and, subject to the terms and conditions set forth herein, the Holders from time to time of the Securities of this series, all of whom shall be entitled in the same manner as set forth herein to enforce performance and observance of this Guaranty. Reference is made to Article XIV of the Indenture for further provisions with respect to this Guaranty. THIS GUARANTY SHALL, PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW, BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO THE CHOICE OF LAW PROVISIONS THEREOF (OTHER THAN SUCH SECTION 5- 1401). Schedule A-8

Guaranty. The Each Guarantor hereby irrevocably irrevocably, unconditionally and unconditionally jointly and severally with the other Guarantors guarantees to each holder, the due and punctual payment in full of (a) the principal of, Make-Whole Make‑Whole Amount, if any, and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing post‑filing or post-petition post‑petition interest (to Note Purchase Agreement) is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any expenses, indemnities and other sums which may become due to the holders or the Collateral Agent under the terms and provisions of the Notes, the Note Agreement, the Collateral Purchase Agreement or any other Note Document (instrument referred to therein) all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectability collectibility and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes or (including, without limitation, any other Guaranteed Obligations Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, the each Guarantor agrees to pay the same when due to the Collateral Agent and/or holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes, Notes and the Note Purchase Agreement, the Collateral Agreement and the other Note Documents. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. The Each Guarantor agrees that the Notes issued pursuant to in connection with the Note Purchase Agreement may (but need not) make reference to this Guaranty Agreement. The Each Guarantor agrees to pay and to indemnify and save each holder harmless from and against any damage, loss, cost or expense (including attorneys’ fees) which such holder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor, by any other Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other instrument referred to therein, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the Note Purchase Agreement or any other instrument referred to therein and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees that the such Guarantor’s liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the Guaranteed Obligationsobligations and Indebtedness under and in respect of the Notes and the Note Purchase Agreement.

Guaranty. The Guarantor Lessor shall be liable for the complete and satisfactory payment and performance of each and every obligation of Lessee as “Lessee” under the Management Agreement (the “Guarantied Obligations”). Lessor hereby irrevocably absolutely, irrevocably, and unconditionally guarantees guaranties that the Guarantied Obligations which are monetary obligations shall be paid when due and payable and that the Guarantied Obligations which are performance obligations shall be fully performed at the times and in the manner such performance is required by the Management Agreement. This guaranty is an absolute, irrevocable, and unconditional guaranty of payment and performance and the liability of the Lessor hereunder shall be absolute and unconditional irrespective of: (i) any lack of validity, irregularity or enforceability of the Management Agreement or the Owner Agreement; (ii) any change in the time, manner, place or any other term or condition of payments due under the Management Agreement or the Owner Agreement, or any other amendment or waiver of, or consent to, any departure from the Management Agreement or the Owner Agreement; (iii) any failure of Manager to each holderenforce the provisions of the Management Agreement or the Owner Agreement against Lessee; or (iv) any other circumstances which might otherwise constitute a defense available to, or a discharge of, of any of the Guarantied Obligations (other than because, or to the extent, the same have been previously discharged in accordance with the terms of the Management Agreement). If all or any part of the Guarantied Obligations shall not have been paid when due and punctual payment in full of payable or performed at the time performance is required, Lessor (awithout first requiring the Manager to proceed against Lessee, Lessor or any other party or any other security) shall pay or cause to be paid to Manager the principal of, Make-Whole Amountamount thereof as is then due and payable and unpaid (including interest and other charges, if any, and interest on (including, without limitation, interest accruing after due thereon through the filing date of any petition payment in bankruptcy, or accordance with the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any expenses, indemnities and other sums which may become due to the holders or the Collateral Agent under the terms and applicable provisions of the Notes, Management Agreement) or perform or cause to be performed such obligations in accordance with the Note Management Agreement, within ten (10) Business Days after receipt of written notice from the Collateral Agreement Manager of the failure by Lessee to make such payment or any other Note Document (all render such obligations described performance; provided, however, that, notwithstanding the foregoing, Lessor shall have the right, in clauses (a) and (b) above are herein called the “connection with a demand by Manager for payment by Lessor of Guaranteed Obligations”), to assert any defenses or claim of Lessee under the Management Agreement with respect to such Guaranteed Obligations. If for any reason Lessor fails to perform or cause to be performed such obligations, Manager shall have the right to exercise any and all of the remedies available at law or in equity and Lessor hereby agrees to pay any and all reasonable expenses (including counsel fees and expenses) incurred by Manager in enforcing its rights under the Owner Agreement. The guaranty contained in the preceding sentence Owner Agreement: (i) is an absolute, present and a continuing guaranty and shall remain in full force and effect until the indefeasible satisfaction and discharge in full of Lessee’s obligations as “Lessee” under the Management Agreement and Lessor’s and Lessee’s obligations under the Owner Agreement, and (ii) shall continue to be effective or shall be reinstated, as the case may be, if at any time any payment and not under the Management Agreement or the Owner Agreement becomes unrecoverable from Lessee by operation of collectability and is in no way conditional law or contingent upon any attempt to collect from the Company or for any other guarantor reason or must otherwise be returned by Manager upon the insolvency, bankruptcy or reorganization of the Notes Lessor or other Guaranteed Obligations or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail to pay any of such Guaranteed Obligations, the Guarantor agrees to pay the same when due to the Collateral Agent and/or holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes, the Note Agreement, the Collateral Agreement and the other Note Documents. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. The Guarantor agrees that the Notes issued pursuant to the Note Agreement may (but need not) make reference to this Guaranty Agreement. The Guarantor hereby acknowledges and agrees that the Guarantor’s liability hereunder is joint and several with any other Person(s) who may guarantee the Guaranteed ObligationsLessee.

Guaranty. The Guarantor Guarantor, as primary obligor and not as surety, hereby unconditionally and irrevocably and unconditionally guarantees to Trustee and each holderother Indemnitee and their respective successors and permitted assigns (individually, a "BENEFICIARY" and, collectively, the due and punctual payment in full of "BENEFICIARIES") as their respective interests may appear: (a) the principal ofdue, Make-Whole Amount, if any, punctual and interest on full payment by Lessee of all amounts (including, without limitation, interest accruing after amounts payable as damages in case of default and all such amounts which would become due but for the filing operation of any petition the automatic stay under Section 362(a) of the United States Bankruptcy Code, 11 U.S.C. Section 362(a) and the operation of Sections 502(b) and 506(b) of the United States Bankruptcy Code, 11 U.S.C. 502(b) and Section 506(b)) to be paid by Lessee in bankruptcy, or accordance with the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and Lease and/or any other amounts due underOperative Document to which Lessee is or is to be a party whether such obligations now exist or arise hereafter, the Notes as and when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) in accordance with the terms thereof; and (b) the due, prompt and faithful performance when due of, and compliance with, all other obligations, covenants, terms, conditions and undertakings of Lessee contained in the Lease or any expenses, indemnities and all other sums Operative Documents to which may become due Lessee is or is to the holders or the Collateral Agent under be a party in accordance with the terms and provisions of the Notes, the Note Agreement, the Collateral Agreement or any other Note Document thereof (all such obligations described referred to in clauses (a) and (b) above are herein being hereinafter called the “Guaranteed Obligations”"OBLIGATIONS"). Guarantor further agrees to pay any and all reasonable costs and expenses (including reasonable fees and disbursements of counsel) that may be paid or incurred by any Beneficiary in collecting any Obligations and/or in preserving or enforcing any rights under this Guaranty or under the Obligations. The guaranty in the preceding sentence Guaranty is an absolute, present and continuing a guaranty of payment payment, performance and compliance and not of collectability and collectability, is in no way conditional conditioned or contingent upon any attempt to collect from the Company or any other guarantor of the Notes enforce performance or other Guaranteed Obligations compliance by Lessee or upon any other actionevent, occurrence contingency or circumstance whatsoever, and shall be binding upon and against Guarantor without regard to the validity or enforceability of the Lease or any other Operative Document. In the event that the Company If for any reason whatsoever Lessee shall fail or be unable duly, punctually and fully to pay any of such Guaranteed Obligations, the Guarantor agrees to pay amounts as and when the same shall become due and payable or to perform or comply with any such obligation, covenant, term, condition or undertaking when due to the Collateral Agent and/or holders entitled thereto, without demand, presentment, protest be performed or notice of any kindobserved, in lawful money each case, in accordance with the Operative Documents, Guarantor will immediately pay or cause to be paid such amounts to the Person or Persons entitled to receive the same (according to their respective interests) under the terms of the United States of AmericaOperative Documents, pursuant as appropriate, or perform or comply with any such obligation, covenant, term, condition or undertaking or cause the same to be performed or complied with, together with interest on any amount due and owing from the date the same shall have become due and payable to the requirements for payment specified in the Notes, the Note Agreement, the Collateral Agreement and the other Note Documents. Each default in payment date of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. The Guarantor agrees that the Notes issued pursuant to the Note Agreement may (but need not) make reference to this Guaranty Agreement. The Guarantor hereby acknowledges and agrees that the Guarantor’s liability hereunder is joint and several with any other Person(s) who may guarantee the Guaranteed Obligationspayment.

Guaranty. The Guarantor Company hereby absolutely, irrevocably and unconditionally guarantees to each holder, Bank and the due Agent and punctual their respective successors and assigns the prompt payment in full of (a) the principal of, Make-Whole Amount, if any, and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts when due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or maturity, by acceleration or otherwise) of the principal of and (b) any expensesinterest on the Loans made by the Banks to, indemnities and the Notes held by each Bank of, PM and all other sums which may become due amounts from time to time owing to the holders Banks or the Collateral Agent by PM under the terms this Agreement and provisions of under the Notes, in each case strictly in accordance with the Note Agreement, the Collateral Agreement or any other Note Document terms thereof (all such obligations described in clauses (a) and (b) above are being herein collectively called the “"Guaranteed Obligations”"). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectability and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes or other Guaranteed Obligations or upon any other action, occurrence or circumstance whatsoever. In the event hereby further agrees that the Company if PM shall fail to pay in full when due (whether by stated maturity, by acceleration or otherwise) any of such the Guaranteed Obligations, the Guarantor agrees to Company will promptly pay the same when due to the Collateral Agent and/or holders entitled theretosame, without demand, presentment, protest any demand or notice whatsoever, and that in the case of any kind, in lawful money extension of the United States time of America, pursuant to the requirements for payment specified in the Notes, the Note Agreement, the Collateral Agreement and the other Note Documents. Each default in payment or renewal of any of the Guaranteed Obligations Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. This Section 8.1 constitutes a guaranty of payment, and neither the Agent nor any Bank shall give rise have any obligation to a separate cause enforce its rights under this Agreement or any Note by any action, including making or perfecting any claim against any Person prior to being entitled to the benefits of action hereunder and separate suits may be brought hereunder as each cause of action arisesthis Section 8.1. The Guarantor agrees that Agent and/or any Bank, as appropriate, may, at its option, proceed against the Notes issued pursuant Company in the first instance to enforce the Note Agreement may (but need not) make reference to this Guaranty Agreement. The Guarantor hereby acknowledges and agrees that the Guarantor’s liability hereunder is joint and several with Guaranteed Obligations without first proceeding against PM or any other Person(s) who Person, and without first resorting to any other rights or remedies, as the Agent or such Bank, as the case may guarantee be, may deem advisable. In furtherance hereof, if the Agent or any Bank is prevented by law from collecting or otherwise hindered from collecting or otherwise enforcing any Guaranteed ObligationsObligation in accordance with its terms, the Agent or such Bank, as the case may be, shall be entitled to receive hereunder from the Company after demand therefor, the sums which would have been otherwise due had such collection or enforcement not been prevented or hindered.

Guaranty. The In consideration of Hess Mentor Storage LLC (“Beneficiary”) agreeing at the request of Xxxx Corporation, 1100 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000 (“Guarantor”) to enter into and execute that certain Storage Services Agreement, dated , 2014 (the “Agreement”) with Solar Gas, Inc., a Nevada Corporation (“Obligor”), Guarantor does hereby guarantee to Beneficiary, irrevocably and unconditionally, except as set forth in this Guaranty, the payment, upon Beneficiary’s demand, by Obligor of all obligations of Obligor to Beneficiary under the Agreement, whether now in existence or hereafter arising (the “Guaranteed Obligation”). Guarantor hereby irrevocably waives notice of acceptance of this Guaranty and unconditionally guarantees to each holder, the due and punctual payment in full of (a) the principal of, Make-Whole Amount, if any, and interest on (including, without limitation, interest accruing after the filing notice of any petition obligation to which it may apply, and, except as provided in bankruptcythis Guaranty, waives presentment, demand for payment, protest, notice of dishonor, non-payment or non-performance of any such obligation, suit or the commencement taking of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding)other action by Beneficiary against, and any other amounts due undernotice to, Obligor, Guarantor or others. Beneficiary may at any time and from time to time without notice or consent of Guarantor (a) agree with Obligor to make any change in, or amend, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and terms of any Guaranteed Obligation, (b) take or fail to take any expensesaction in respect of any security for any Guaranteed Obligation, indemnities (c) exercise or refrain from exercising any rights against Obligor or others under the Agreement, or (d) compromise or subordinate any Guaranteed Obligation, including any security therefor, with the assurance that the obligation of Guarantor to Beneficiary will not be impaired or compromised beyond that which is ultimately agreed to between Beneficiary and other sums Obligor. This guaranty shall continue in full force and effect until the date of termination of the Guaranteed Obligation. It is understood, however, that notwithstanding any such expiration or termination taking effect, this Guaranty shall continue in full force and effect with respect to any Guaranteed Obligation guaranteed hereunder which have been incurred, arise or otherwise relate to any period prior to such expiration or termination becoming effective. Guarantor further agrees that this Guaranty shall continue to be effective or be reinstated, as the case may become be, if at any time the payment, or any part thereof, of any Guaranteed Obligation is rescinded or must otherwise be reinstated or returned due to the holders bankruptcy or the Collateral Agent under the terms and provisions of the Notes, the Note Agreement, the Collateral Agreement insolvency laws or any other Note Document (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”)otherwise. The guaranty in the preceding sentence This Guaranty is an absolute, present and continuing guaranty one of payment and not one of collectability collection. Beneficiary may make written demand directly on Guarantor for such payment upon default by Obligor of any Guaranteed Obligation. In addition, Guarantor, upon demand, will reimburse Beneficiary for reasonable attorney fees necessarily incurred by Beneficiary in collection of payments or enforcement of performance hereunder. Except as to applicable statutes of limitation, delay by Beneficiary in making demand will not alter Guarantor’s obligation under this Guaranty and is Beneficiary will not be required to exhaust any remedies it may have against Obligor. Notices and demands are to be made (i) via personal delivery, express courier or certified mail, postage prepaid and return receipt requested, with such method of delivery effective upon receipt, or (ii) via electronic mail, with such method of delivery effective upon confirmation of receipt (but only if followed by transmittal by personal delivery or express courier for delivery on the next business day). Any notice to Guarantor or demand on Guarantor must be made to the following address, to the attention of Vice President, Chief Risk Officer: Xxxx Corporation, 1100 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000, XxxxXxxxx@xxxx.xxx. TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**). THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN CONFORMITY WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY CONFLICT OF LAWS DOCTRINE WHICH WOULD APPLY THE LAWS OF ANOTHER JURISDICTION. GUARANTOR HEREBY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND TO FEDERAL COURTS LOCATED WITHIN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK. EACH OF GUARANTOR AND BENEFICIARY HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS GUARANTY OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY. EACH OF GUARANTOR AND BENEFICIARY (A) CERTIFIES THAT NO AGENT, ATTORNEY, REPRESENTATIVE OR ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, AND (B) ACKNOWLEDGES THAT GUARANTOR AND BENEFICIARY, AS APPLICABLE, HAVE BEEN INDUCED TO ENTER INTO THIS GUARANTY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH. No term of provision of this Guaranty may be waived, amended, supplemented or otherwise modified except in no way conditional or contingent upon any attempt to collect from a writing signed by Guarantor and Beneficiary. This Guaranty embodies the Company or any other guarantor entire terms of the Notes or other Guaranteed Obligations or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail guaranty of payment by Guarantor to pay any of such Guaranteed Obligations, the Guarantor agrees to pay the same when due to the Collateral Agent and/or holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements Beneficiary for payment specified in the Notes, the Note Agreement, the Collateral Agreement and the other Note Documents. Each default in payment of any of the Guaranteed Obligations shall give rise Obligation, superseding any related prior understandings or agreements. This Guaranty is executed effective as of , 2014. XXXX CORPORATION TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**). EXHIBIT F NOTICE INFORMATION If to Provider: Hess Mentor Storage LLC 0000 XxXxxxxx Xxxxxx Houston, Texas 77010 Attn: Senior Commercial Manager Fax: 713) 000-0000 Email: xxxx.xxxxx@xxxx.xxx with a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arisescopy to: Hess Mentor Storage LLC 0000 XxXxxxxx Xxxxxx Houston, Texas 77010 Attn: Operations Director Fax: (000) 000-0000 Email: xxxxxxxxxx@xxxx.xxx If to Customer: Solar Gas, Inc. 0000 XxXxxxxx Xxxxxx Houston, Texas 77010 Attn: Director NGL Marketing Fax: (000) 000-0000 Email: xxxxxxxxx@xxxx.xxx with copies to: Solar Gas, Inc. 0000 XxXxxxxx Xxxxxx Houston, Texas 77010 Attn: Operations Scheduler Fax: (000) 000-0000 Email: xxxxxx@xxxx.xxx Solar Gas, Inc. 0000 XxXxxxxx Xxxxxx Houston, Texas 77010 Attn: Supervisor Operations – Solar Fax: (000) 000-0000 Email: xxxxxxx@xxxx.xxx TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. The Guarantor agrees that the Notes issued pursuant to the Note Agreement may THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (but need not) make reference to this Guaranty Agreement**). The Guarantor hereby acknowledges and agrees that the Guarantor’s liability hereunder is joint and several with any other Person(s) who may guarantee the Guaranteed Obligations.EXHIBIT G FEES FEE TYPE: FEE AMOUNT: Storage Fee $**/Gallon Delivery Fee $**/Gallon

Guaranty. The Each Guarantor hereby irrevocably irrevocably, unconditionally and unconditionally jointly and severally with the other Guarantors guarantees to each holder, the due and punctual payment in full of (a) the principal of, Make-Whole Amount, if any, and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any expenses, indemnities and other sums which may become due to the holders or the Collateral Agent under the terms and provisions of the Notes, the Note Agreement, the Collateral Agreement or any other Note Document instrument referred to therein (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectability collectibility and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes or (including, without limitation, any other Guaranteed Obligations Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, the each Guarantor agrees to pay the same when due to the Collateral Agent and/or holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes, Notes and the Note Agreement, the Collateral Agreement and the other Note Documents. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. The Each Guarantor agrees that the Notes issued pursuant to in connection with the Note Agreement may (but need not) make reference to this Guaranty Agreement. The Each Guarantor agrees to pay each holder’s costs and expenses (including attorneys’ fees) which such holder may incur as a consequence of enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees that the such Guarantor’s liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the Guaranteed Obligationsobligations and Indebtedness under and in respect of the Notes and the Note Agreement.

Guaranty. The Each Subsidiary Guarantor hereby irrevocably irrevocably, unconditionally and unconditionally jointly and severally with the other Subsidiary Guarantors guarantees to each holder, the due and punctual payment in full of (a) the principal of, Make-Whole Amount, if any, and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any expenses, indemnities and other sums which may become due to the holders or the Collateral Agent under the terms and provisions of the Notes, the Note Agreement, the Collateral Agreement or any other Note Document instrument referred to therein (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectability and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes or (including, without limitation, any other Guaranteed Obligations Subsidiary Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, the each Subsidiary Guarantor agrees to pay the same when due to the Collateral Agent and/or holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes, Notes and the Note Agreement, the Collateral Agreement and the other Note Documents. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. The Each Subsidiary Guarantor agrees that the Notes issued pursuant to in connection with the Note Agreement may (but need not) make reference to this Subsidiary Guaranty Agreement. The Each Subsidiary Guarantor agrees to pay and to indemnify and save each holder harmless from and against any damage, loss, cost or expense (including attorneys’ fees) which such holder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Subsidiary Guarantor, by any other Subsidiary Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Subsidiary Guaranty Agreement, the Notes, the Note Agreement or any other instrument referred to therein, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Subsidiary Guaranty Agreement, the Notes, the Note Agreement or any other instrument referred to therein and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Subsidiary Guaranty Agreement. Each Subsidiary Guarantor hereby acknowledges and agrees that the such Subsidiary Guarantor’s liability hereunder is joint and several with the other Subsidiary Guarantors and any other Person(s) who may guarantee the Guaranteed Obligationsobligations and Indebtedness under and in respect of the Notes and the Note Agreement.

Guaranty. The Guarantor hereby absolutely, irrevocably and unconditionally guarantees to each holder, the due and punctual payment in full of all obligations of the Lessee now or hereafter existing under the Lease and the Assignment of Lease (acollectively, the "LEASE DOCUMENTS") for the principal ofpayment of Basic Rent, Make-Whole Amount, if any, Additional Rent and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any all other amounts due under, under the Notes when Lease Documents and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) punctual observance and (b) any expenses, indemnities performance of all covenants and other sums which may become due to the holders or the Collateral Agent under the terms and provisions agreements of the Notes, Lessee contained in the Note Agreement, Lease Documents (the Collateral Agreement or any other Note Document (all such payment and performance obligations described in clauses (a) and (b) referred to above are herein called the “Guaranteed Obligations”"OBLIGATIONS"). With respect to the Lessee's obligations under Articles 8 and 9 of the Lease, the Guarantor further guarantees the performance of such obligations to First Security Bank, N.A. in its individual capacity. The guaranty Guarantor guarantees that the Obligations will be paid and performed strictly in accordance with the preceding sentence terms of the Lease Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Obligee with respect thereto. This Guaranty is an absolute, present and a continuing guaranty of payment and not of collectability and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor performance of the Notes Obligations and not a guaranty of collection. The Guarantor will perform its obligations hereunder at the place specified for the Lessee's performance of the Obligations unless otherwise specified. Each and every default in any payment or other Guaranteed Obligations or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail to pay any of such Guaranteed Obligations, the Guarantor agrees to pay the same when due to the Collateral Agent and/or holders entitled thereto, without demand, presentment, protest or notice performance of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes, the Note Agreement, the Collateral Agreement and the other Note Documents. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate claim and cause of action hereunder and separate claims or suits may be brought made and brought, as the case may be, hereunder as each cause such default occurs. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of action arisesany of the Obligations is rescinded or must otherwise be returned by any Obligee upon the insolvency, bankruptcy or reorganization of the Lessee or otherwise, all as though such payment has not been made. The Guarantor agrees that Notwithstanding the Notes issued pursuant to the Note Agreement may (but need not) make reference to foregoing, this Guaranty Agreement. The Guarantor hereby acknowledges and agrees that is not a guaranty of the Guarantor’s liability hereunder is joint and several with any other Person(s) who may guarantee the Guaranteed ObligationsNotes.

Guaranty. The Guarantor, as the owner, directly or indirectly, of all of the outstanding membership interests of the Seller, acknowledges and agrees that it derives benefit from the purchase of Receivables from the Seller by the Purchaser pursuant to this Agreement. The Guarantor hereby unconditionally and irrevocably and unconditionally guarantees to each holderthe Purchaser, as primary obligor and not merely as surety, the due complete and punctual timely payment in full and performance on demand (after notice thereof by the Purchaser) of (a) all obligations of the principal ofSeller arising under or pursuant to this Agreement, Make-Whole Amount, if any, and interest on (including, without limitation, interest accruing after the filing obligations of the Seller to make any payment to the Purchaser required hereby, regardless of the nature of the transactions contemplated hereby, the obligations set forth in Section 2.2(d), Section 2.5 (Aggregate Unreimbursed Purchase Discount), Section 2.6 (Payment Amount), Section 5.2 (Servicing Covenants), Section 11.2 (Repurchase), Section 12.1 (Taxes), Section 13.1 (Indemnity) and Section 13.2 (Expenses); provided, however, that the Guarantor shall have no obligations hereunder with respect to any non-payment of any petition in bankruptcy, Purchased Receivable resulting solely from an Insolvency Event of the applicable Approved Obligor or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any expenses, indemnities and other sums which may become due to the holders or the Collateral Agent under the terms and provisions financial inability of the Notes, Obligor to pay such Purchased Receivable on the Note Agreement, the Collateral Agreement or any other Note Document (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”)applicable Maturity Date. The This guaranty in the preceding sentence is an irrevocable, absolute, present and continuing guaranty of prompt payment and not of collectability performance, and is in no way conditional or contingent upon any attempt to collect from or bring action against the Company Seller, or perfect or enforce any other guarantor of the Notes or other Guaranteed Obligations security or upon any other action, occurrence or circumstance whatsoever. In The liability of the event that Guarantor hereunder is independent of and not in consideration of or contingent upon the Company liability of any other person under this or any similar instrument and the release of, or cancellation by, any party to this or a similar instrument shall fail not act to pay release or otherwise affect the liability of the Guarantor hereunder. It shall not be necessary for the Purchaser (and the Guarantor hereby waives any rights which the Guarantor may have to require the Purchaser), in order to enforce the obligations of such Guaranteed Obligationsthe Guarantor hereunder, first to (i) institute suit or exhaust its remedies against the Seller or any other person, (ii) enforce the Purchaser’s rights against any collateral which shall ever have been given to secure performance under this Agreement, (iii) exhaust any remedies available to the Purchaser against any collateral which shall ever have been given to secure performance under this Agreement, or (iv) resort to any other means of obtaining payment of the obligations of the Seller hereunder. The liability of the Guarantor hereunder shall be absolute and unconditional irrespective of: (i) any lack of validity or enforceability of any obligation of the Seller hereunder or of this Agreement or any other Purchase Document as against the Seller; (ii) any amendment or waiver of this Agreement or any other Purchase Document executed by the Seller; or (iii) any challenge to, or lack of validity of, the Guarantor agrees Seller’s ownership interest (immediately prior to pay the same when due to the Collateral Agent and/or holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified each purchase hereunder) in the Notes, the Note Agreement, the Collateral Agreement and the other Note Documents. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. The Guarantor agrees that the Notes issued pursuant to the Note Agreement may (but need not) make reference to this Guaranty Agreement. The Guarantor hereby acknowledges and agrees that the Guarantor’s liability hereunder is joint and several with any other Person(s) who may guarantee the Guaranteed ObligationsPurchased Receivables.

Guaranty. The Guarantor In order to induce QCTAP to accept Agent P.O.s, Buyer hereby unconditionally and irrevocably guarantees the prompt and unconditionally guarantees complete performance and payment of all obligations of the Agents under this Agreement. If any Agent fails to each holderperform any of its obligations in accordance with this Agreement, the due and punctual payment in full of (a) the principal of, Make-Whole Amount, if any, and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim Buyer shall immediately pay for post-filing or post-petition interest is allowed in such proceeding), and any other all amounts due under, the Notes when from any such Agent and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any expenses, indemnities and other sums which may become due to the holders or the Collateral Agent otherwise perform all of such Agent’s obligations under the terms and provisions of the Notes, the Note this Agreement, the Collateral Agreement or any other Note Document (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty set forth in this Section is absolute and unconditional and shall survive the preceding sentence termination or expiration of this Agreement. This is an absolute, present and continuing absolute guaranty of payment and performance and not a guaranty of collectability and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes or other Guaranteed Obligations or upon any other action, occurrence or circumstance whatsoevercollection. In the event that the Company shall fail to pay of breach of this Agreement by any of such Guaranteed ObligationsAgent, the Guarantor agrees to pay the same when due to the Collateral Agent and/or holders entitled thereto, QCTAP may suspend performance under this Agreement without demand, presentment, protest or notice liability of any kind, in lawful money and may terminate this Agreement immediately upon written notice. The obligations hereunder are independent of the United States obligations of Americaany Agent, pursuant and a separate action or actions may be brought against Buyer whether or not action is brought against any such Agent or whether or not any such Agent may be joined in any such action. With respect to this Section (Buyer’s Agent), Buyer waives any right to require QCTAP to (a) proceed against any Agent or other person: or (b) pursue any other remedy in QCTAP’s power whatsoever. The liability of Buyer under this Section shall not be deemed to be waived, released, discharged, impaired or affected by any alteration, amendment, acceleration, extension, modification, waiver or change of the requirements for amount of lime or manner of payment specified in the Notes, the Note Agreement, the Collateral Agreement and the other Note Documents. Each default in payment or performance of any of the Guaranteed Obligations obligations of any Agent. Buyer’s liability shall give rise to a separate not be affected by the insolvency or bankruptcy of any Agent and liability will be re-instated against Buyer if any payment by any Agent must be returned by QCTAP upon the insolvency or bankruptcy of any Agent. Buyer waives any defense of any Agent, including by reason of the cessation from any cause whatsoever of action hereunder the liability of any such Agent. Buyer waives any setoff, defense or counterclaim that any Agent may have against QCTAP. Buyer waives any defense arising out of the absence, impairment or loss of any right of reimbursement or subrogation or any other rights against any Agent. Buyer waives all presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor, and separate suits may notices of acceptance of the guaranty set forth in this Section and of the existence, creation, or incurring of new or additional indebtedness. All Agent’s P.O.s must be brought hereunder as each cause in accordance with the terms and conditions of action arises. The Guarantor agrees that the Notes issued pursuant to the Note Agreement may (but need not) make reference to this Guaranty Agreement. The Guarantor hereby acknowledges and agrees that In addition, each Agent P.O. must contain the Guarantor’s liability hereunder is joint and several with any other Person(s) who may guarantee the Guaranteed Obligations.following language:

Guaranty. The Each Guarantor hereby irrevocably irrevocably, unconditionally and unconditionally jointly and severally with the other Guarantors guarantees to each holder, the due and punctual payment in full of (a) the principal of, Make-Whole Amount, if any, and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any expenses, indemnities and other sums which may become due to the holders or the Collateral Agent under the terms and provisions of the Notes, the Note Agreement, the Collateral Agreement or any other Note Document document, instrument or agreement executed in connection therewith (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectability collectibility and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes or (including, without limitation, any other Guaranteed Obligations Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, the each Guarantor agrees to pay the same when due to the Collateral Agent and/or holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes, Notes and the Note Agreement, the Collateral Agreement and the other Note Documents. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. The Each Guarantor agrees that the Notes issued pursuant to in connection with the Note Agreement may (but need not) make reference to this Guaranty Agreement. The Each Guarantor agrees to pay and to indemnify and save each holder harmless from and against any damage, loss, cost or expense (including attorneys’ fees) which such holder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor, by any other Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes, the Note Agreement or any other instrument referred to therein, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the Note Agreement or any other document, instrument or agreement executed in connection therewith (collectively, the “Financing Documents”) and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guaranty Agreement. Each Guarantor hereby acknowledges and agrees that the such Guarantor’s liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the Guaranteed Obligationsobligations and Indebtedness under and in respect of the Notes and the Note Agreement.

Guaranty. The Guarantor hereby unconditionally and irrevocably guarantees the punctual payment, as and unconditionally guarantees when due and payable, by stated maturity or otherwise, of all obligations of the Parent from time to each holdertime owing by it in respect of the Securities Purchase Agreement, the due Notes and punctual payment in full of (a) the principal ofother Transaction Documents, Make-Whole Amount, if any, and interest on (including, without limitation, all interest accruing that accrues after the filing of any petition in bankruptcy, or the commencement of any insolvencyproceeding commenced by or against such Person under any provision of the United States Bankruptcy Code (11 U.S.C. Section 101, reorganization et seq.), as amended, and any successor statute or like proceedingunder any other bankruptcy or insolvency law, assignments for the benefit of creditors, formal or informal moratoria, compositions, or extensions generally with creditors, or proceedings seeking reorganization, arrangement, or other similar relief (an "INSOLVENCY PROCEEDING") of the Parent or the Guarantor, whether or not a claim for post-filing or post-petition the payment of such interest is allowed in unenforceable or is not allowable due to the existence of such proceedingInsolvency Proceeding), and any all fees, commissions, expense reimbursements, indemnifications and all other amounts due under, the Notes when and as the same shall or to become due and payable under any of the Transaction Documents (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any expensessuch obligations, indemnities and other sums which may become due to the holders or extent not paid by the Collateral Agent under Parent, being the terms "GUARANTEED OBLIGATIONS"), and provisions of the Notes, the Note Agreement, the Collateral Agreement or any other Note Document (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectability and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes or other Guaranteed Obligations or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail agrees to pay any and all expenses (including reasonable counsel fees and expenses) reasonably incurred by the Buyers in enforcing any rights under this Guaranty. Without limiting the generality of such Guaranteed Obligationsthe foregoing, the Guarantor agrees Guarantor's liability hereunder shall extend to pay the same when due to the Collateral Agent and/or holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes, the Note Agreement, the Collateral Agreement and the other Note Documents. Each default in payment of any all amounts that constitute part of the Guaranteed Obligations shall give rise and would be owed by the Parent to a separate cause of action hereunder the Buyers under the Securities Purchase Agreement and separate suits may be brought hereunder as each cause of action arises. The Guarantor agrees that the Notes issued pursuant but for the fact that they are unenforceable or not allowable due to the Note Agreement may existence of an Insolvency Proceeding involving the Guarantor or the Parent (but need not) make reference to this Guaranty Agreement. The Guarantor hereby acknowledges and agrees that the Guarantor’s liability hereunder is joint and several with any other Person(s) who may guarantee the Guaranteed Obligationseach, a "TRANSACTION PARTY").

Guaranty. The Guarantor Aspen Technology, Inc., a Delaware corporation (the “Guarantor”), hereby unconditionally and irrevocably and unconditionally guarantees to each holderthe Sellers, and their successors and permitted assigns, the due and punctual payment in full of (a) and performance by the principal of, Make-Whole Amount, if any, and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any expenses, indemnities and other sums which may become due to the holders or the Collateral Agent under the terms and provisions Purchaser of the Notes, payment and performance of the Note Agreement, the Collateral Agreement or any other Note Document obligations of Purchaser under Section 2.7 (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”); provided, however, that Guarantor shall have no obligation to make payment with respect to or otherwise perform a Guaranteed Obligation unless and until such Guaranteed Obligation has become due, written demand for payment or performance has been made to Purchaser, and Purchaser has failed to make payment or otherwise perform within ten (10) days of such demand. The guaranty Except as set forth above, (i) Guarantor waives all rights it may have now or in the preceding sentence is an absolutefuture under any statute, present and continuing guaranty of payment and not of collectability and is or at common law, or at law or in no way conditional equity, or contingent upon any attempt otherwise, to collect from compel the Company or any other guarantor of the Notes or other Guaranteed Obligations or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail Sellers to pay any of such Guaranteed Obligations, the Guarantor agrees to pay the same when due to the Collateral Agent and/or holders entitled thereto, without demand, presentment, protest or notice of any kind, proceed in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes, the Note Agreement, the Collateral Agreement and the other Note Documents. Each default in payment of any respect of the Guaranteed Obligations against Purchaser or any other party or against any security for the payment and performance of the Guaranteed Obligations before proceeding against, or as a condition to proceeding against, Guarantor; (ii) the Sellers shall give rise not be obligated (although it is entitled, at its option) to a separate cause proceed against Purchaser before seeking satisfaction from Guarantor; and (iii) Guarantor unconditionally waives, to the fullest extent permitted by law, (w) notice of action hereunder and separate suits any matters described herein, (x) all notices which may be brought hereunder required by statute, rule or law to preserve intact any rights against Guarantor, including any demand, presentment and protest, proof of notice of nonpayment under this Agreement and notice of default or any failure of Purchaser to perform or comply with any term, covenant or condition of this Agreement, (y) any requirement of diligence or, except as each cause specifically provided in this Agreement, to exhaust any remedies or to mitigate damages resulting from Purchaser’s default under this Agreement, and (z) any defense based on any statute of action ariseslimitations. The Guarantor agrees that the Notes issued pursuant hereby represents and warrants to the Note Sellers as of the date hereof that: (I) it possesses full corporate power and authority to execute and deliver this Agreement may (but need not) make reference and to this Guaranty Agreement. The Guarantor hereby acknowledges and agrees that the Guarantor’s liability hereunder is joint and several with any other Person(s) who may guarantee the Guaranteed ObligationsObligations in accordance with the provisions hereof; (II) the execution and delivery of this Agreement has been duly authorized by all requisite corporate action on the part of it; and (III) this Agreement has been duly and validly executed and delivered by it and constitutes the valid and binding obligation of it, enforceable against it in accordance with its terms except as enforceability may be limited by bankruptcy, insolvency or other similar laws relating to the enforcement of creditors’ rights generally and by general equitable principles.

Guaranty. The Each Guarantor hereby irrevocably unconditionally and unconditionally irrevocably, and jointly and severally with the other Guarantors, guarantees to each holderthe holders of Notes, the due full and punctual prompt payment in full of (a) the principal ofwhen due, Make-Whole Amountwhether at stated maturity, if anyby required prepayment, upon acceleration, demand or otherwise, and interest on at all times thereafter, of the Guaranteed Obligations (as hereafter defined) and the punctual performance of all of the terms contained in the documents executed by the Company in connection with the Guaranteed Obligations. This Guaranty is a guaranty of payment and performance and is not merely a guaranty of collection. As used herein, the term “Guaranteed Obligations” means any and all existing and future indebtedness, obligations, and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for postMake-filing or post-petition interest is allowed in such proceedingWhole Amount), and any other amounts due underfees, indemnities, damages, costs, expenses or otherwise, of the Company to the holders of Notes arising under the Agreement, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any expenses, indemnities and other sums which may become due to the holders or the Collateral Agent under the terms and provisions of the Notes, the Note Agreement, the Collateral Agreement or any other Note Document (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectability and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes or other Guaranteed Obligations or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail to pay any of such Guaranteed Obligations, the Guarantor agrees to pay the same when due to the Collateral Agent and/or holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes, the Note Agreement, the Collateral Agreement and the other Note Documents. Each default in payment , and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement, the Notes and the other Note Documents (including all renewals, extensions, amendments, restatements and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the holders of Notes in connection with the collection or enforcement thereof). Without limiting the generality of the foregoing, the Guaranteed Obligations shall give rise include any such indebtedness, obligations, and liabilities of the Company to a separate cause the holders of action hereunder Notes arising under the Agreement, the Notes and separate suits the other Note Documents, and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement, the Notes and the other Note Documents (including all renewals, extensions, amendments, restatements and other modifications thereof) which may be brought hereunder as each cause or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against any Guarantor or the Company under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of action arisescreditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and shall include interest that accrues after the commencement by or against the Company of any proceeding under any Debtor Relief Laws. The Guarantor agrees that the Notes issued pursuant Anything contained herein to the Note Agreement may contrary notwithstanding, the obligations of any Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (but need notTitle 11, United States Code) make reference to this Guaranty Agreementor any comparable provisions of any similar federal or state law. The Guarantor hereby acknowledges and agrees that the Guarantor’s liability hereunder is joint and several with any other Person(s) who may guarantee the Guaranteed Obligations.​ ​

Guaranty. The Guarantor hereby absolutely, irrevocably and unconditionally guarantees the due, punctual and complete payment and performance of each and every obligation of Purchaser under the Limited Notice to each holder, Proceed and work under and pursuant to the due and punctual payment in full of (a) Contracts occurring on or before the principal of, Make-Whole Amount, if any, and interest on (including, without limitation, interest accruing after Financial Close for the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceedingProject, whether such obligation presently exists or not a claim for post-filing is created, incurred or post-petition interest is allowed in such proceeding)arising from time to time hereafter, all as and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any expenses, indemnities and other sums which may become due to the holders or the Collateral Agent be performed under the terms Limited Notice to Proceed and provisions of the NotesContracts, in all respects strictly in accordance with the Note Agreementterms, conditions and limitations contained in the Collateral Agreement or any other Note Document Limited Notice to Proceed and the Contracts (all such obligations described in clauses (a) and (b) above are herein called collectively, the “Guaranteed Obligations”). The guaranty , and agrees that if for any reason whatsoever Purchaser shall fail or be unable to duly, punctually and fully pay or perform any Guaranteed Obligation as and when due, Guarantor shall, in the preceding sentence is an absolute, present and continuing guaranty event of payment and not a Purchaser Event of collectability and is Default in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes or other Guaranteed Obligations or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail to pay any of such Guaranteed Obligations, the Guarantor agrees to pay the same when due to the Collateral Agent and/or holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes, the Note Agreement, the Collateral Agreement and the other Note Documents. Each default in payment performance of any of the Guaranteed Obligations shall give rise by Purchaser under the Limited Notice to a separate Proceed and the Contracts, upon written demand of IFCO, with prior written notice to Purchaser, forthwith pay or perform or cause to be performed Exhibit 10.50(c) to Form 10-Q for the Quarter Ended September 30, 2008 filed by ADA-ES, Inc. (File No. 000-50216) on November 7, 2008 such Guaranteed Obligation, without regard to any exercise or non-exercise by IFCO of action hereunder any right, remedy, power or privilege under or in respect of the Limited Notice to Proceed and separate suits may be brought hereunder as each cause the Contracts against Purchaser. Without limiting the generality of action arises. The Guarantor agrees that the Notes issued pursuant foregoing and notwithstanding anything herein to the Note Agreement may (but need not) make reference contrary, a termination of the Limited Notice to this Proceed and the Contracts by IFCO for an Event of Default by Purchaser occurring on or before the date of the Financial Close for the Project, if any, shall not impair, diminish, release or otherwise affect Guarantor’s obligations hereunder. This Guaranty Agreementis a guarantee of payment and performance and not of collection. All payments by Guarantor hereunder shall be made by deposit of immediately available funds to an account identified by IFCO. The Guarantor hereby acknowledges guarantees that payments hereunder shall be made in U.S. Dollars and agrees that in the Guarantor’s liability hereunder is joint manner required for the relevant payment due from Purchaser under the Limited Notice to Proceed. This Guaranty shall continue in full force and several with any other Person(seffect until the earlier of (i) who may guarantee Financial Close for the Project or (ii) Purchaser or Guarantor shall have satisfactorily performed or fully discharged all of the Guaranteed Obligations; provided, however notwithstanding any provision in this Guaranty to the contrary, Guarantor shall have the full benefit of all defenses, setoffs, counterclaims, reductions, diminution or limitations of any Guaranteed Obligations available to Purchaser pursuant to or arising from the Limited Notice to Proceed and the Contracts or otherwise and Guarantor’s obligations and liability arising from this Guaranty shall be no greater than that of Purchaser under the Limited Notice to Proceed and the portions of the Contracts to be performed prior to the Financial Close for the Project.

Guaranty. The Guarantor shall be responsible for and hereby irrevocably guarantees the full, complete and unconditionally guarantees timely compliance with and performance, subject to each holderthe terms and conditions applicable to the Sellers hereunder, of all of the due agreements, covenants and punctual payment in full obligations of (a) the principal of, Make-Whole Amount, if anySellers under this Agreement, and interest on agrees to be subject to the terms and conditions of this Agreement applicable to the Sellers (including, without limitationbut not limited to, interest accruing after Sections 9.9 and 9.10). The guaranty described in this Section 9.2 shall be deemed to include, but shall not be limited to, Guarantor’s obligation to satisfy any and all present and future payment obligations of the filing of any petition Sellers arising in bankruptcyconnection with this Agreement and the Ancillary Agreements, or the commencement of any insolvencyin each case, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as to the extent that, any of the same shall become due and payable (whether at stated maturity or performance of or compliance with any of the same shall be required. The guaranty described in this Section 9.2 shall remain in full and effect and shall be binding on Guarantor and its successor and assigns until all of the obligations of the Sellers hereunder and under any Ancillary Agreements have been satisfied in full. Guarantor unconditionally waives all notices and demands that may be required by required applicable law or optional prepayment or by acceleration or otherwise) and (b) otherwise to preserve any expenses, indemnities and other sums which may become due to rights against the holders or the Collateral Agent Guarantor under the terms and provisions guaranty described in this Section 9.2, including notice of the Notes, the Note acceptance of this Agreement, the Collateral Agreement Ancillary Agreements or any other Note Document (all such obligations described in clauses (a) guaranty and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty right of payment and not of collectability and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes or other Guaranteed Obligations or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail to pay any of such Guaranteed Obligations, the Guarantor agrees to pay the same when due to the Collateral Agent and/or holders entitled thereto, without demanddiligence, presentment, protest or demand, notice of any kinddishonor, in lawful money of the United States of Americaprotest, pursuant to the requirements for payment specified in the Notes, the Note Agreement, the Collateral Agreement and the other Note Documents. Each default in payment filing of any claim, notice of the Guaranteed Obligations shall give rise to a separate cause of action hereunder nonpayment and separate suits may be brought hereunder as each cause of action arisesall other notices and demands. The Guarantor agrees that neither Acquirer nor any Indemnified Party shall be required first to proceed against the Notes issued pursuant Sellers or first to realize upon or exhaust any or all remedies that Acquirer or any such Indemnified Party may have against the Note Sellers in seeking enforcement of the obligations of Acquirer under this Agreement may (but need not) make reference to or the Ancillary Agreements, or in seeking enforcement of the obligations of Guarantor under this Guaranty Agreement. The Guarantor hereby acknowledges and agrees that the Guarantor’s liability hereunder is joint and several with any other Person(s) who may guarantee the Guaranteed ObligationsSection 9.2.

Guaranty. The Guarantor hereby Each Guarantor, jointly and severally with each other Guarantor, unconditionally and irrevocably and unconditionally guarantees to each holderthe Holders the due, prompt and complete payment by the due and punctual payment in full Company of (a) the principal of, Make-Whole Amount, if any, and interest on (including, without limitation, including interest accruing after the filing of any petition in bankruptcy, or EXHIBIT 1.2(a)(ii) (to Note Purchase Agreement) becoming owing subsequent to the commencement of any insolvencybankruptcy, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceedingsimilar proceeding involving the Company), and any each other amounts amount due under, the Notes and the Note Purchase Agreement, when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration declaration or otherwise) in accordance with the terms of the Notes and the Note Purchase Agreement (b) any expenses, indemnities the Notes and other sums which may become due the Note Purchase Agreement being sometimes hereinafter collectively referred to as the holders or “Note Documents” and the Collateral Agent amounts payable by the Company under the terms Note Documents (including any reasonable attorneys’ fees and provisions of the Notesexpenses), the Note Agreement, the Collateral Agreement or any other Note Document (all such obligations described in clauses (a) and (b) above are herein called being sometimes collectively hereinafter referred to as the “Guaranteed Obligations”). The guaranty in the preceding sentence This Guaranty is an absolute, present and continuing a guaranty of payment and not just of collectability collectibility and is in no way conditional conditioned or contingent upon any attempt to collect from the Company or any other guarantor of the Notes or other Guaranteed Obligations or upon any other actionevent, occurrence contingency or circumstance whatsoever. In the event that If for any reason whatsoever the Company shall fail or be unable duly, punctually and fully to pay any of such Guaranteed Obligations, the Guarantor agrees to pay amounts as and when the same when shall become due to the Collateral Agent and/or holders entitled theretoand payable, each Guarantor, without demand, presentment, notice of acceleration, notice of intent to accelerate, protest or notice of any kind, will forthwith pay or cause to be paid such amounts to the Holders under the terms of such Note Documents, in lawful money of the United States of AmericaStates, pursuant to at the requirements for payment place specified in the NotesNote Purchase Agreement, or perform or comply with the same or cause the same to be performed or complied with, together with interest (to the extent provided for under such Note Documents) on any amount due and owing from the Company. Each Guarantor, promptly after demand, will pay to the Holders the reasonable costs and expenses of collecting such amounts or otherwise enforcing this Guaranty, including, without limitation, the Note Agreementreasonable fees and expenses of counsel. Notwithstanding the foregoing, the Collateral Agreement and right of recovery against each Guarantor under this Guaranty is limited to the other Note Documents. Each default in payment extent it is judicially determined with respect to any Guarantor that entering into this Guaranty would violate Section 548 of the United States Bankruptcy Code or any comparable provisions of any state law, in which case such Guarantor shall be liable under this Guaranty only for amounts aggregating up to the largest amount that would not render such Guarantor’s obligations hereunder subject to avoidance under Section 548 of the Guaranteed Obligations shall give rise to a separate cause United States Bankruptcy Code or any comparable provisions of action hereunder and separate suits may be brought hereunder as each cause of action arises. The Guarantor agrees that the Notes issued pursuant to the Note Agreement may (but need not) make reference to this Guaranty Agreement. The Guarantor hereby acknowledges and agrees that the Guarantor’s liability hereunder is joint and several with any other Person(s) who may guarantee the Guaranteed Obligationsstate law.

Guaranty. The Each Subsidiary Guarantor hereby irrevocably irrevocably, unconditionally and unconditionally jointly and severally with the other Subsidiary Guarantors guarantees to each holder, the due and punctual payment in full of (a) the principal of, Make-Whole Make‑Whole Amount, if any, and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing post‑filing or post-petition post‑petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any expenses, indemnities and other sums which may become due to the holders or the Collateral Agent under the terms and provisions of the Notes, the Note Agreement, the Collateral Agreement or any other Note Document instrument referred to therein (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectability and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes or (including, without limitation, any other Guaranteed Obligations Subsidiary Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, the each Subsidiary Guarantor agrees to pay the same when due to the Collateral Agent and/or holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes, Notes and the Note Agreement, the Collateral Agreement and the other Note Documents. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. The Each Subsidiary Guarantor agrees that the Notes issued pursuant to in connection with the Note Agreement may (but need not) make reference to this Subsidiary Guaranty Agreement. The Each Subsidiary Guarantor agrees to pay and to indemnify and save each holder harmless from and against any damage, loss, cost or expense (including attorneys’ fees) which such holder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Subsidiary Guarantor, by any other Subsidiary Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Subsidiary Guaranty Agreement, the Notes, the Note Agreement or any other instrument referred to therein, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Subsidiary Guaranty Agreement, the Notes, the Note Agreement or any other instrument referred to therein and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Subsidiary Guaranty Agreement. Each Subsidiary Guarantor hereby acknowledges and agrees that the such Subsidiary Guarantor’s liability hereunder is joint and several with the other Subsidiary Guarantors and any other Person(s) who may guarantee the Guaranteed Obligationsobligations and Indebtedness under and in respect of the Notes and the Note Agreement.