Common use of Guaranteed Obligations Clause in Contracts

Guaranteed Obligations. Lease Guarantor hereby unconditionally and irrevocably guarantees to Landlord, as primary obligor and not merely as surety, the prompt and complete payment and performance in full in cash of, without duplication, (i) all monetary obligations of Tenant under the Lease (and, without duplication, all monetary obligations of the tenant under any New Lease obtained pursuant to and in accordance with Section 17.1(f) of the Lease in connection with which the applicable Leasehold Lender has elected to retain CEC as Lease Guarantor and proceed in accordance with Section 22.2(i)(1)(B) of the Lease) of any nature (including, without limitation, during any Transition Period), including, without limitation, (x) Tenant’s rent and other payment obligations of any nature under the Lease (including all Rent and Additional Charges (as each such term is defined in the Lease)), (y) Tenant’s obligation to expend the Required Capital Expenditures (as defined in the Lease) in accordance with the Lease and any other expenditures required of Tenant by the terms of the Lease, including, but not limited to, the completion of the New Tower (as defined in the Lease) and the payment of all costs and expenses incurred in connection with the construction thereof, in each case to the extent required under the Lease, and (z) Tenant’s obligation to pay monetary damages in connection with any breach of the Lease and to pay indemnification obligations in each case as provided under the Lease, (ii) all Guaranty Termination Obligations (without duplication of amounts otherwise already included under clause (i)) and (iii) any sums payable to Landlord pursuant to Section 17.2.4 hereof (clauses (i), (ii) and (iii) collectively, the “Guaranteed Obligations”), in each case including (a) amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code or similar laws and (b) any late charges and interest provided for under the Lease (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, whether or not a claim for such interest is allowed or allowable in such proceeding). Lease Guarantor shall be jointly and severally liable with Tenant for the payment and performance of the Guaranteed Obligations. For the avoidance of doubt, although as a matter of process and procedure, Section 17.2 hereof sets forth a process by which Landlord may issue notice to Lease Guarantor in respect of certain Guaranteed Obligations, such process is not intended to be a predicate to the existence or accrual of Lease Guarantor’s liability for any of the Guaranteed Obligations, it being understood that all of Lease Guarantor’s obligations hereunder in respect of the Guaranteed Obligations are unconditional and irrevocable in all respects, irrespective of whether the process set forth in Section 17.2 has been commenced, completed or otherwise satisfied (but, in each case, subject to the terms and conditions of this Agreement, including the occurrence of any Guaranty Release Date).

Guaranteed Obligations. Lease Guarantor The Company, jointly and severally with any other guarantors, hereby absolutely, unconditionally and irrevocably guarantees to Landlordthe Agent and the Lenders on a continuing basis the full, as primary obligor complete and not merely as suretypunctual payment when due, whether at stated maturity, by acceleration or otherwise, of any and all sums due from, and any and all Obligations of the Borrower to the Agent and the Lenders now or hereafter existing under the Notes, the prompt Letters of Credit, the Secured Hedging Obligations and complete payment the Amended and performance in full in cash ofRestated Credit Agreement, without duplication, (i) all monetary obligations of Tenant under regard to the Lease (and, without duplication, all monetary obligations Borrower's use of the tenant under any New Lease obtained pursuant to and in accordance with Section 17.1(f) proceeds of the Lease in connection with which Loans, the applicable Leasehold Lender has elected to retain CEC as Lease Guarantor and proceed in accordance with Section 22.2(i)(1)(B) Letters of Credit or the Lease) of any nature (includingSecured Hedging Obligations, without limitationwhether for principal, during any Transition Period)premium, interest, fees, costs, expenses or otherwise, including, without limitationprejudice to the generality of the foregoing, (x) Tenant’s rent the prompt payment of the Notes and other payment obligations of any nature under interest and premium thereon at the Lease (including all Rent times and Additional Charges (as each such term is defined in the Lease)), (y) Tenant’s obligation to expend the Required Capital Expenditures (as defined manner specified in the Lease) in accordance with Notes and the Lease Amended and any other expenditures required Restated Credit Agreement, prompt payment of Tenant by amounts owing pursuant to the terms issuance of the LeaseLetters of Credit, including, but not limited to, the completion prompt payment of the New Tower (as defined Secured Hedging Obligations at the times and in the Lease) manner specified in the documentation therefor and the payment of any and all costs expenses (including reasonable counsel fees and expenses expenses) incurred by the Agent and the Lenders in connection with the construction thereof, in each case to the extent required enforcing any rights under the LeaseNotes, the Letters of Credit, the Secured Hedging Obligations, the Amended and (z) Tenant’s obligation to pay monetary damages in connection with any breach Restated Credit Agreement and this Agreement. Without limiting the generality of the Lease and to pay indemnification obligations in each case as provided under the Lease, (ii) all Guaranty Termination Obligations (without duplication of amounts otherwise already included under clause (i)) and (iii) any sums payable to Landlord pursuant to Section 17.2.4 hereof (clauses (i), (ii) and (iii) collectivelyforegoing, the “Guaranteed Obligations”), in each case including (a) Company's liability shall extend to all amounts that would become due be owed by the Borrower to the Agent and the Lenders under the Amended and Restated Credit Agreement but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code or similar laws and (b) any late charges and interest provided for under the Lease (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, whether fact that they are unenforceable or not a claim for such interest is allowed or allowable in such proceeding). Lease Guarantor shall be jointly and severally liable with Tenant for the payment and performance of the Guaranteed Obligations. For the avoidance of doubt, although as a matter of process and procedure, Section 17.2 hereof sets forth a process by which Landlord may issue notice to Lease Guarantor in respect of certain Guaranteed Obligations, such process is not intended to be a predicate due to the existence of a bankruptcy, reorganization or accrual of Lease Guarantor’s liability for any similar proceeding involving the Borrower. Each of the Guaranteed Obligations, it being understood that all of Lease Guarantor’s obligations hereunder in respect of the Guaranteed Obligations are unconditional and irrevocable in all respects, irrespective of whether the process guaranteed as set forth in this Section 17.2 has been commenced, completed or otherwise satisfied (but, in each case, subject 2.1 is hereinafter referred to severally as a "Guaranteed Obligation" and collectively as the terms and conditions of this Agreement, including the occurrence of any Guaranty Release Date)"Guaranteed Obligations".

Guaranteed Obligations. Lease The Guarantor hereby absolutely, unconditionally ---------------------- and irrevocably guarantees to Landlordthe full and punctual payment when due (whether at stated maturity, as primary obligor and not merely as surety, upon acceleration or otherwise) of the prompt and complete payment and performance in full in cash of, without duplication, (i) all monetary obligations of Tenant under the Lease (and, without duplication, all monetary obligations of the tenant Company to the Holders arising under any New Lease obtained pursuant the Notes of every kind and description, direct or indirect, absolute or contingent, due or to and in accordance with Section 17.1(f) of the Lease in connection with which the applicable Leasehold Lender has elected to retain CEC as Lease Guarantor and proceed in accordance with Section 22.2(i)(1)(B) of the Lease) of any nature become due, now existing or hereafter arising, including without limitation all principal, premium (including, without limitation, during any Transition Periodif any), including, without limitation, (x) Tenant’s rent and other payment obligations of any nature under the Lease (including all Rent and Additional Charges (as each such term is defined in the Lease)), (y) Tenant’s obligation to expend the Required Capital Expenditures (as defined in the Lease) in accordance with the Lease and any other expenditures required of Tenant by the terms of the Lease, including, but not limited to, the completion of the New Tower (as defined in the Lease) and the payment of all costs and expenses incurred in connection with the construction thereof, in each case to the extent required under the Lease, and (z) Tenant’s obligation to pay monetary damages in connection with any breach of the Lease and to pay indemnification obligations in each case as provided under the Lease, (ii) all Guaranty Termination Obligations (without duplication of amounts otherwise already included under clause (i)) and (iii) any sums payable to Landlord pursuant to Section 17.2.4 hereof (clauses (i), (ii) and (iii) collectively, the “Guaranteed Obligations”), in each case including (a) amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code or similar laws and (b) any late charges and interest provided for under the Lease (including interest accruing during on or after the pendency filing of any bankruptcy, petition in bankruptcy or the commencement of any insolvency, receivership reorganization or other similar like proceeding, relating to either Issuer, whether or not a claim for such post-filing or post-petition interest is allowed allowed) on the Notes and all reasonable costs of collection and enforcement thereof, and all taxes, charges, expenses, attorneys fees and accountant fees chargeable to the Issuers or allowable in such proceedingpayable by the Issuers thereunder (collectively, the "Guaranteed Obligations"). Lease This Guarantee is a guarantee of payment and not of collection. All payments made by the Guarantor under this Guarantee shall be jointly paid at the place and severally liable with Tenant for in the payment manner specified in the Indenture and performance the Notes. The obligations of the Guarantor under this Guarantee shall be unconditional and primary (as though the Guarantor were the maker of the Guaranteed Obligations. For ), irrespective of the avoidance validity, regularity or enforceability of doubtany Guaranteed Obligation or the Indenture, although as a matter and shall not be affected by any action taken under the Guaranteed Obligations or the Indenture in the exercise of process and procedureany right or remedy therein conferred, Section 17.2 hereof sets forth a process or by which Landlord may issue notice any failure or omission on the part of the Trustee or any Holder to Lease Guarantor in respect enforce any right given thereunder or hereunder or any remedy conferred thereby or hereby, or by any waiver of certain Guaranteed Obligationsany term, such process is not intended to be a predicate to the existence covenant, agreement or accrual of Lease Guarantor’s liability for any condition of the Guaranteed Obligations, this Guarantee or the Indenture, or by any release of any security or any other guaranty at any time existing for the benefit of the Guaranteed Obligations, or by the merger or consolidation of either of the Issuers, or by sale, lease or transfer by either of the Issuers to any person of any or all of its properties, or by any action of the Trustee or any Holder granting indulgence or extension to, or waiving or acquiescing in any default by either of the Issuers, or any successor to either Issuer or by any other party which shall have assumed the obligations of either Issuer, or by reason of any disability or other defense of either Issuer or any successor to either Issuer, or by any modification, alteration, or circumstance whatsoever (with or without notice to or knowledge of the Guarantor) which may or might in any manner or to any extent vary the risk of the Guarantor hereunder, it being understood the purpose and intent of the Guarantor that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment or performance or by release as herein provided, and then only to the extent of Lease Guarantor’s obligations hereunder in respect such payment, performance or release. The Guarantor further agrees that if at any time all or any part of any payment theretofore applied by the Trustee to any of the Guaranteed Obligations are unconditional and irrevocable in all respectsis or must be rescinded or returned by the Trustee or Holders of Notes for any reason whatsoever (including the insolvency, irrespective bankruptcy or reorganization of whether either of the process set forth in Section 17.2 has been commencedIssuers or the undersigned), completed or otherwise satisfied (butsuch Guaranteed Obligations shall, in each casefor the purposes of this Guarantee, subject to the terms extent that such payment is or must be rescinded or returned, be deemed to have continued in existence, notwithstanding such application by the Trustee, and conditions of this AgreementGuarantee shall continue to be effective or be reinstated, including as the occurrence of any Guaranty Release Date)case may be, as to such Guaranteed Obligations, all as though such application by the Trustee had not been made.

Guaranteed Obligations. Lease The Guarantor hereby absolutely, irrevocably, and unconditionally and irrevocably guarantees to Landlordthe Beneficiary, its successors and endorsees and assignees, as primary obligor and not merely as a surety, the prompt and complete payment and performance in full in cash of, without duplication, (i) the payment of all monetary obligations of Tenant present and future amounts owed by HQSub to the Beneficiary under the Lease Agreement (and, without duplication, all monetary obligations of the tenant under any New Lease obtained pursuant to and in accordance with Section 17.1(f) of the Lease in connection with which the applicable Leasehold Lender has elected to retain CEC as Lease Guarantor and proceed in accordance with Section 22.2(i)(1)(B) of the Lease) of any nature (including, without limitation, during any Transition Period), including, without limitation, (x) Tenant’s rent and other payment obligations of any nature under the Lease (including all Rent and Additional Charges (as each such term is defined in the Lease)), (y) Tenantexcluding HQSub’s obligation to expend pay Net Decommissioning Costs, but including payment of HQSub’s indemnification obligations, other than as may relate to Net Decommissioning Costs), not later than the Required Capital Expenditures date that is thirty (as defined in 30) days after a written demand by the Lease) Beneficiary upon the Guarantor stating that HQSub has failed to pay any such amount when due under the Agreement after demand therefor in accordance with the Lease and any other expenditures required of Tenant by Agreement; provided, that the terms aggregate liability of the LeaseGuarantor under this Section 1(a) shall not exceed [*** U.S. Dollars (U.S. $***)] (the “Stated Cap”), including, but not limited to, the completion of the New Tower plus (as defined in the Leaseii) and the payment of all Decommissioning Liquidated Damages, as provided in Section 1(b) of this Guaranty, plus (iii) payment of all third-party, out-of-pocket costs or expenses reasonably incurred by the Beneficiary to enforce its rights against the Guarantor under this Guaranty including reasonable attorneys’ fees, court costs and similar costs (such amounts and such costs and expenses incurred in connection with the construction thereof, in each case to the extent required under the Lease, and (z) Tenant’s obligation to pay monetary damages in connection with any breach of the Lease and to pay indemnification obligations in each case as provided under the Lease, (ii) all Guaranty Termination Obligations (without duplication of amounts otherwise already included under clause (i)) and (iii) any sums payable to Landlord pursuant to Section 17.2.4 hereof (clauses (i), (ii) and (iii) collectively, the hereinafter collectively called “Guaranteed Obligations”); provided, in each case including (a) amounts further, that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code or similar laws and (b) any late charges and interest provided for under the Lease (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, whether or not a claim for such interest is allowed or allowable in such proceeding). Lease Guarantor it shall be jointly and severally liable with Tenant for the payment and performance of the Guaranteed Obligations. For the avoidance of doubt, although as a matter of process and procedure, Section 17.2 hereof sets forth a process by which Landlord may issue notice to Lease Guarantor in respect of certain Guaranteed Obligations, such process is not intended to be a predicate condition precedent to the existence or accrual of Lease Guarantor’s liability for any of the Guaranteed Obligations, it being understood that all of Lease Guarantor’s obligations hereunder in respect of under this Guaranty that the Guaranteed Obligations are unconditional and irrevocable in all respectsConstruction Phase shall have commenced under the Agreement; provided, irrespective of whether the process set forth in Section 17.2 has been commencedfurther, completed or otherwise satisfied (but, in each casethat, subject to the terms and conditions Section 8 of this AgreementGuaranty, including the occurrence this Guaranty shall terminate when and as provided in Section 9 of any Guaranty Release Date)this Guaranty.

Guaranteed Obligations. Lease The Guarantor does hereby irrevocably and unconditionally and irrevocably guarantees to Landlord, guarantee as primary obligor and not merely as suretysurety to each of the Lessee, the prompt Owner Lessor, the Indenture Trustee and complete the Noteholders and their respective successors and permitted assigns (each a "Guaranteed Party" and collectively the "Guaranteed Parties") (a) the punctual payment and performance in full in cash ofto the Person entitled to receive such payment from the Equity Investor, without duplicationwhen due, (i) whether by acceleration or otherwise, of all monetary obligations of Tenant amounts payable at any time by the Equity Investor Transferee under the Lease (and, without duplication, all monetary obligations of the tenant under any New Lease obtained pursuant to and in accordance with Section 17.1(fthe Operative Documents to which the Equity Investor Transferee is a party (each a "Guaranteed Agreement" and collectively, the "Guaranteed Agreements"), however created, arising or evidenced, whether direct or indirect, primary or secondary, absolute Exhibit G to Participation Agreement or contingent, joint or several, and whether now or hereafter existing or due or to become due, and (b) the full and prompt performance by the Equity Investor Transferee of each and every duty, agreement, covenant, undertaking, indemnity and obligation of the Lease in connection with which the applicable Leasehold Lender has elected to retain CEC as Lease Guarantor Equity Investor Transferee under and proceed in accordance with Section 22.2(i)(1)(B) of the Lease) of any nature (including, without limitation, during any Transition Period), including, without limitation, (x) Tenant’s rent and other payment obligations of any nature under the Lease (including all Rent and Additional Charges (as each such term is defined in the Lease)), (y) Tenant’s obligation to expend the Required Capital Expenditures (as defined in the Lease) in accordance with the Lease and any other expenditures required of Tenant by the terms of the LeaseGuaranteed Agreements, includinghowever created, but not limited toarising or evidenced, whether direct or indirect, primary or secondary, absolute or contingent, joint or several, and whether now or hereafter existing or due or to become due, taking into account applicable notice and grace periods. The Guarantor hereby agrees that if for any reason the completion Equity Investor Transferee shall fail to pay fully and promptly any amount payable under any Guaranteed Agreement, as and when the same shall become due and payable, or if the Equity Investor Transferee shall fail to perform and discharge any duty, agreement, covenant, undertaking or obligation of the New Tower Equity Investor Transferee under any Guaranteed Agreement, then the Guarantor (as defined i) in the Lease) and the event of any such failure to make payment of all costs and expenses incurred in connection with the construction thereofany amount, in each case shall promptly upon demand by any Guaranteed Party pay such amount to the extent required under the LeasePerson entitled thereto, and (z) Tenant’s obligation to pay monetary damages in connection with any breach of the Lease and to pay indemnification obligations in each case as provided under the Lease, (ii) all Guaranty Termination Obligations (without duplication in the event of any failure to perform and discharge any such other duty, agreement, covenant, undertaking or obligation, shall cause the same to be promptly performed and discharged. The amounts otherwise already included under clause (i)) payable by, and (iii) any sums payable to Landlord pursuant to Section 17.2.4 hereof (clauses (i)the duties, (ii) agreements, covenants, undertakings and (iii) collectivelyobligations of, the “Equity Investor Transferee hereby guaranteed are hereinafter referred to collectively as the "Guaranteed Obligations”), in each case including (a) amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code or similar laws " and (b) any late charges and interest provided for under the Lease (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, whether or not a claim for such interest is allowed or allowable in such proceeding). Lease Guarantor shall be jointly and severally liable with Tenant for the payment and performance of the Guaranteed Obligations. For the avoidance of doubt, although individually as a matter of process and procedure, Section 17.2 hereof sets forth a process by which Landlord may issue notice to Lease Guarantor in respect of certain "Guaranteed Obligations, such process is not intended to be a predicate to the existence or accrual of Lease Guarantor’s liability for any of the Guaranteed Obligations, it being understood that all of Lease Guarantor’s obligations hereunder in respect of the Guaranteed Obligations are unconditional and irrevocable in all respects, irrespective of whether the process set forth in Section 17.2 has been commenced, completed or otherwise satisfied (but, in each case, subject to the terms and conditions of this Agreement, including the occurrence of any Guaranty Release Date)Obligation".

Guaranteed Obligations. Lease Guarantor hereby unconditionally absolutely, irrevocably, unconditionally, jointly and irrevocably severally, guarantees to LandlordDistrict (a) the full and complete performance of any and all of Developer’s agreements, obligations, and covenants as primary obligor set forth in the PDA, Construction and not merely as suretyUse Covenant, and Affordability Covenant, including, without limitation, the prompt and complete payment of all amounts required of Developer and performance in full in cash of, without duplication, (i) of all monetary obligations of Tenant Developer set forth therein, including the satisfaction of all indemnification obligations of Developer under the Lease same for the benefit of District; (and, without duplication, all monetary obligations b) that Commencement of Construction of the tenant under any New Lease obtained pursuant Project shall occur within thirty (30) days following the Effective Date of the Construction and Use Covenant; (c) Developer’s obligations to and cause the Project to be completed in accordance with Section 17.1(fthe Approved Plans and Specifications, as required in the PDA, Construction and Use Covenant, and Affordability Covenant; (d) of the Lease that all costs for labor, materials, and services in connection with which the applicable Leasehold Lender has elected to retain CEC as Lease Guarantor design, development, and proceed in accordance with Section 22.2(i)(1)(B) construction of the Lease) of any nature Project shall be paid when due (including, without limitation, during costs and fees of all architects and engineers, every general contractor and subcontractors and suppliers and in connection with construction of the Project); (e) that the Property shall be free and clear of all liens in favor of any Transition Period)persons furnishing labor, materials, or services in connection with the design, development, or construction of the Project; and (f) the truth, accuracy, and completeness of all of Developer’s representations and warranties as set forth in the PDA. Further, Guarantor absolutely, irrevocably, unconditionally, jointly and severally, agrees to the fullest extent permitted by law, to indemnify, defend, and hold harmless District from any and all loss, cost, liability, and expense arising out of or in connection with (i) the failure of Developer to perform fully and timely its agreements, covenants, and obligations under the PDA, Construction and Use Covenant, and the Affordability Covenant and (ii) the enforcement of this Guaranty by District (including, without limitation, (x) Tenantreasonable attorneys’ fees). Upon the occurrence of any failure of Developer to fully and timely perform its agreements, covenants, and obligations under the PDA, Construction and Use Covenant, and Affordability Covenant, upon request by District, Guarantors shall, at Guarantor’s rent sole cost and other payment expense, cure such default by or failure of Developer. The obligations of any nature under the Lease (including all Rent and Additional Charges (Guarantor set forth in this Section 3 shall hereinafter be collectively referred to herein as each such term is defined in the Lease)), (y) Tenant’s obligation to expend the Required Capital Expenditures (as defined in the Lease) in accordance with the Lease and any other expenditures required of Tenant by the terms of the Lease, including, but not limited to, the completion of the New Tower (as defined in the Lease) and the payment of all costs and expenses incurred in connection with the construction thereof, in each case to the extent required under the Lease, and (z) Tenant’s obligation to pay monetary damages in connection with any breach of the Lease and to pay indemnification obligations in each case as provided under the Lease, (ii) all Guaranty Termination Obligations (without duplication of amounts otherwise already included under clause (i)) and (iii) any sums payable to Landlord pursuant to Section 17.2.4 hereof (clauses (i), (ii) and (iii) collectively, the “Guaranteed Obligations”), in each case including (a) amounts that would become due but for . Following Final Completion and the operation issuance of the automatic stay under Section 362(a) District’s Certificate of Final Completion, this Guaranty shall terminate and the Bankruptcy Code or similar laws and (b) any late charges and interest provided for under the Lease (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, whether or not a claim for such interest is allowed or allowable in such proceeding). Lease Guarantor shall be jointly and severally liable with Tenant for the payment and performance of the Guaranteed Obligations. For the avoidance of doubt, although as a matter of process and procedure, Section 17.2 hereof sets forth a process by which Landlord may issue notice to Lease Guarantor in respect of certain Guaranteed Obligations, such process is not intended to be a predicate to the existence or accrual of Lease Guarantor’s liability for any of the Guaranteed Obligations, it being understood that all of Lease Guarantor’s have no further obligations hereunder in respect of the Guaranteed Obligations are unconditional and irrevocable in all respects, irrespective of whether the process set forth in Section 17.2 has been commenced, completed or otherwise satisfied (but, in each case, subject to the terms and conditions of this Agreement, including the occurrence of any Guaranty Release Date)hereunder.

Guaranteed Obligations. Lease Guarantor hereby unconditionally It is understood and irrevocably guarantees to Landlordagreed, as primary obligor and not merely as surety, the prompt and complete payment and performance in full in cash of, without duplication, (i) all monetary obligations of Tenant under the Lease (and, without duplication, all monetary obligations of the tenant under any New Lease obtained pursuant to and in accordance with Section 17.1(f) of the Lease in connection with which the applicable Leasehold Lender has elected to retain CEC as Lease Guarantor and proceed in accordance with Section 22.2(i)(1)(B) of the Lease) of any nature (including, without limitation, during any Transition Period), including, without limitation, (x) Tenant’s rent and other payment obligations of any nature under the Lease (including all Rent and Additional Charges (as each such term is defined in the Lease)), (y) Tenant’s obligation to expend the Required Capital Expenditures (as defined in the Lease) in accordance with the Lease and any other expenditures required of Tenant by the terms of the Lease, including, but not limited to, the completion of the New Tower (as defined in the Lease) and the payment of all costs and expenses incurred in connection with the construction thereof, in each case to the extent required under the Lease, and (z) Tenant’s obligation to pay monetary damages in connection with any breach of the Lease and to pay indemnification obligations in each case as provided under the Lease, (ii) all Guaranty Termination Obligations (without duplication of amounts otherwise already included under clause (i)) and (iii) any sums payable to Landlord pursuant to Section 17.2.4 hereof (clauses (i), (ii) and (iii) collectively, the “Guaranteed Obligations”), in each case including (a) amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code or similar laws and (b) any late charges and interest provided for under the Lease (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, whether or not a claim for such interest is allowed or allowable in such proceeding). Lease Guarantor shall be jointly and severally liable with Tenant for the payment and performance of the Guaranteed Obligations. For the avoidance of doubt, although as a matter that (a) annuities, guaranteed investment contracts, funding agreements, Federal Home Loan Bank Advances and similar instruments and agreements, (b) obligations (including without limitation trust obligations) under reinsurance, coinsurance, modified coinsurance agreements or similar agreements and related trust agreements, and (c) obligations and liabilities arising under insurance products created or entered into in the normal course of process and procedurebusiness shall not constitute “Indebtedness.” Notwithstanding the foregoing, Section 17.2 hereof sets forth a process Indebtedness shall not include: (1) the following obligations issued in connection with the funding or financing of statutory reserves with respect to which such Person has no obligation to repay: (A) Surplus Notes or other obligations of Subsidiaries of such Person, (B) any securities backed by which Landlord may issue notice to Lease Guarantor in respect such Surplus Notes, (C) letters of certain Guaranteed Obligations, credit issued for the account of Subsidiaries of such process is Person that are not intended to be a predicate to the existence or accrual of Lease Guarantor’s liability for any of the Guaranteed Obligations, it being understood that all of Lease Guarantor’s obligations hereunder in respect of the Guaranteed Obligations are unconditional and irrevocable in all respects, irrespective of whether the process set forth in Section 17.2 has been commenced, completed or otherwise satisfied (but, in each case, subject to the terms and conditions of issued under this Agreement, (D) any guarantees by the issuers of the obligations described in (A), (B) and (C) above, and (E) any guarantee of a parent of the obligations of a Subsidiary in connection with any such funding or financing of statutory reserves, including guarantees of the occurrence obligations described in (A) and (B) above, provided that any such guarantee is either approved or not disapproved, as the case may be, by the applicable Governmental Authority; (2) the sale and issuance of $800 million of senior notes of PLC during the fourth quarter of 2009, the proceeds of which were used to purchase Reserve Financing Notes in connection with the funding of statutory reserves, including any Guaranty Release Date)refinancing thereof from time to time, and any subsequent reserve financing transaction approved pursuant to the Credit Agreement; (3) any Short-Term Indebtedness incurred for the pre-funding of anticipated policy obligations or anticipated investment cash flow; (4) obligations that are not otherwise included in items (i) through (viii) of the definition of Indebtedness, but which would be classified as a liability on such Person’s financial statements only by reason of FASB ASC 810 or a subsequent accounting pronouncement having a substantially similar impact so long as such obligations remain nonrecourse; (5) any indebtedness of a separate account maintained by a Subsidiary for which there is no recourse to the Company or the Guarantor; or (6) any indebtedness consisting of obligations owed to a bank in connection with cash management services.

Guaranteed Obligations. Lease Guarantor Guarantors, jointly and severally, hereby unconditionally unconditionally, absolutely and irrevocably guarantees guarantee to Landlord, as primary obligor and not merely as surety, Landlord the prompt and complete timely payment and performance in full in cash of, without duplication, (i) all monetary obligations by Tenant of each and every obligation of Tenant under the Lease (and, without duplication, all monetary obligations of the tenant under any New Lease obtained pursuant to and in accordance with Section 17.1(f) of the Lease in connection with which the applicable Leasehold Lender has elected to retain CEC as Lease Guarantor and proceed in accordance with Section 22.2(i)(1)(B) of the Master Lease) of any nature (including, without limitation, during any Transition Period), including, without limitation, (x) Tenant’s rent payment of all Base Rent, all other rent, and all other amounts now or hereafter due under the Master Lease, and all indemnification and other payment obligations of any nature Tenant under the Lease (including all Rent and Additional Charges (as each such term is defined Master Lease, whether arising during the Initial Term or any renewals or extensions thereof, in the Lease)), (y) Tenant’s obligation to expend the Required Capital Expenditures (as defined in the Lease) in strict accordance with the Lease and any other expenditures required of Tenant by the terms of the LeaseMaster Lease (collectively, the “Contract Obligations”). In addition, Guarantors, jointly and severally, hereby unconditionally, absolutely and irrevocably agree to pay on demand any and all costs, expenses and fees of any type whatsoever including, but not limited towithout limitation, attorneys’ fees incurred by Landlord in enforcing any rights under this Guaranty or under the Master Lease (collectively, the completion of the New Tower (as defined in the Lease) “Expenses”). The Contract Obligations and the payment of all costs and expenses incurred in connection with the construction thereof, in each case Expenses are collectively referred to the extent required under the Lease, and (z) Tenant’s obligation to pay monetary damages in connection with any breach of the Lease and to pay indemnification obligations in each case as provided under the Lease, (ii) all Guaranty Termination Obligations (without duplication of amounts otherwise already included under clause (i)) and (iii) any sums payable to Landlord pursuant to Section 17.2.4 hereof (clauses (i), (ii) and (iii) collectively, the “Guaranteed Obligations”). Without limiting the generality of the foregoing, in each case including (a) the Guarantors' liability shall extend to all amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code or similar laws and (b) any late charges and interest provided for under the Lease (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, whether or not a claim for such interest is allowed or allowable in such proceeding). Lease Guarantor shall be jointly and severally liable with Tenant for the payment and performance of the Guaranteed Obligations. For the avoidance of doubt, although as a matter of process and procedure, Section 17.2 hereof sets forth a process by which Landlord may issue notice to Lease Guarantor in respect of certain Guaranteed Obligations, such process is not intended to be a predicate to the existence or accrual of Lease Guarantor’s liability for any of the Guaranteed Obligations, it being understood that all of Lease Guarantor’s obligations hereunder in respect constitute part of the Guaranteed Obligations and that are unconditional and irrevocable in all respectsowed by Tenant to Landlord under the Master Lease, irrespective of whether including those that may be unenforceable or not allowable due to any bankruptcy, reorganization or similar proceeding involving Tenant; provided, however, that the process set forth in Section 17.2 has been commenced, completed or otherwise satisfied (but, in each case, subject Guaranteed Obligations shall not exceed an amount equal to the terms and conditions next thirty (30) months of this Agreement, including then-current Rent payable by Tenant to Landlord under the occurrence Lease at the time of any Guaranty Release Date)the notice of default from Landlord to Tenant.

Guaranteed Obligations. Lease Guarantor The Individual Guarantor, in consideration of the execution and delivery of the Credit Agreement by the Lenders and the Administrative Agent, hereby irrevocably and unconditionally and irrevocably guarantees to Landlordthe Administrative Agent, for the benefit of the Lenders, as primary obligor and not merely as suretyfor the Individual Guarantor's own debt, until final payment has been made, the prompt due and complete punctual payment and performance in full in cash of, without duplication, of the Obligations in (a) the sum of (i) all monetary obligations the principal amount of Tenant under the Lease (and, without duplication, all monetary obligations Loans and Letter of Credit Obligations incurred in excess of the tenant under any New Lease obtained pursuant to and in accordance with Section 17.1(flesser of (A) of the Lease in connection with which the applicable Leasehold Lender has elected to retain CEC as Lease Guarantor and proceed in accordance with Section 22.2(i)(1)(B) of the Lease) of any nature (including, without limitation, during any Transition Period), including, without limitation, (x) Tenant’s rent and other payment obligations of any nature under the Lease (including all Rent and Additional Charges (as each such term is defined in the Lease)), (y) Tenant’s obligation to expend the Required Capital Expenditures (as defined in the Lease) in accordance with the Lease and any other expenditures required of Tenant by the terms of the Lease, including, but not limited to, the completion of the New Tower (as defined in the Lease) and the payment of all costs and expenses incurred in connection with the construction thereof, in each case to the extent required under the Lease, Borrowing Base and (zB) Tenant’s obligation to pay monetary damages in connection with any breach of the Lease and to pay indemnification obligations in each case as provided under the Lease$10,000,000, plus (ii) all Guaranty Termination Obligations (without duplication of amounts otherwise already included under if, at any time, after giving effect to clause (i)) and (iii) any sums payable to Landlord pursuant to Section 17.2.4 hereof (clauses (i), (ii) and (iii) collectively, the “Guaranteed Obligations”)principal amount of the outstanding Loans and Letter of Credit Obligations is greater than $7,500,000 and was equal to or less than the Borrowing Base when incurred, the amount by which such principal amount exceeds the Borrowing Base at such time up to a maximum of $2,500,000; provided that in each case including no event shall the aggregate amount of Guarantied Obligations under this clause (a) amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code or similar laws and exceed $12,500,000; (b) any late charges and all unpaid interest provided for under the Lease thereon (including interest accruing during on or after the pendency filing of any petition in bankruptcy, or the commencement of any insolvency, receivership reorganization or other similar like proceeding, whether or not a claim for such post-filing or post-petition interest is allowed or allowable in such proceeding). Lease Guarantor ; and (c) all unpaid fees, indemnities, costs and expenses relating to the collection thereof (including, without limitation, all fees and disbursements of counsel to the Administrative Agent or any Lender) (collectively, the "Guarantied Obligations"), in each case when and as the same shall be jointly become due and severally liable payable, whether at maturity, pursuant to mandatory or optional prepayment, by acceleration or otherwise, all in accordance with Tenant for the payment terms and performance provisions of the Guaranteed Obligations. For Credit Agreement and the avoidance of doubt, although as a matter of process and procedure, Section 17.2 hereof sets forth a process by which Landlord may issue notice to Lease Guarantor in respect of certain Guaranteed Obligations, such process is not intended to be a predicate to the existence or accrual of Lease Guarantor’s liability for any of the Guaranteed Obligationsother Facility Documents, it being understood that all of Lease Guarantor’s obligations hereunder in respect the intent of the Guaranteed Obligations are unconditional and irrevocable in all respects, irrespective of whether Individual Guarantor that the process guaranty set forth in this Section 17.2 has been commenced, completed or otherwise satisfied 1 (but, the "Unconditional Guaranty") shall be a guaranty of payment and not a guaranty of collection. The examples set forth in each case, subject to the terms and conditions definition of this Agreement, including "Guarantied Obligations" contained in the occurrence of any Guaranty Release Date)Credit Agreement are hereby incorporated by reference.

Guaranteed Obligations. Lease Guarantor Weld hereby irrevocably and unconditionally and irrevocably guarantees to Landlord, as primary obligor obligor, and not merely as surety, the prompt any and complete payment all obligations, liabilities, damages, losses, amounts payable and performance in full in cash of, without duplication, (i) all monetary obligations of Tenant under the Lease (and, without duplication, all monetary obligations of the tenant under any New Lease obtained pursuant to and in accordance with Section 17.1(f) of the Lease in connection with which the applicable Leasehold Lender has elected to retain CEC as Lease Guarantor and proceed in accordance with Section 22.2(i)(1)(B) of the Lease) of any nature expenses (including, without limitation, during attorneys’ and accountants’ fees) arising out of or related to any Transition Period)breach, includingdefault, without limitation, action or inaction of Seller and/or any of its Subsidiaries arising out of or relating to this Agreement or any Transaction Documents to which the Seller is a party (x) Tenant’s rent and other payment obligations of any nature under the Lease (including all Rent and Additional Charges (as each such term is defined in the Lease)), (y) Tenant’s obligation to expend the Required Capital Expenditures (as defined in the Lease) in accordance with the Lease and any other expenditures required of Tenant by the terms of the Lease, including, but not limited to, the completion of the New Tower (as defined in the Lease) and the payment of all costs and expenses incurred in connection with the construction thereof, in each case to the extent required under the Lease, and (z) Tenant’s obligation to pay monetary damages in connection with any breach of the Lease and to pay indemnification obligations in each case as provided under the Lease, (ii) all Guaranty Termination Obligations (without duplication of amounts otherwise already included under clause (i)) and (iii) any sums payable to Landlord pursuant to Section 17.2.4 hereof (clauses (i), (ii) and (iii) collectively, the “Guaranteed Obligations”). For avoidance of doubt, in each case including (a) amounts that would become due but for the operation of the automatic stay limitations applicable to Losses under Section 362(a) of the Bankruptcy Code or similar laws and (b) any late charges and interest provided for under the Lease (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, whether or not a claim for such interest is allowed or allowable in such proceeding). Lease Guarantor Article VIII shall be jointly applicable, and severally liable with Tenant for if there is any change in the time, manner or place of payment and or performance of the Guaranteed Obligations. For , or in any other term of, or any other amendment or waiver of any term of, or any consent to departure from any requirement of, this Agreement or any of the avoidance Transaction Documents which affects the Guaranteed Obligations and which is agreed to by the parties or by the party granting the waiver or consent, the Guaranteed Obligations for purposes of doubt, although as a matter of process and procedure, Section 17.2 hereof sets forth a process by which Landlord may issue notice to Lease Guarantor in respect of certain Weld’s guarantees under this Article VI shall be those Guaranteed Obligations, such process is as so changed. The liability of Weld under this Article VI shall not intended be affected or impaired by (a) any other continuing or other guaranty, undertaking or liability of Weld or of any other party as to be a predicate to the existence any Guaranteed Obligations; or accrual (b) any payment on or in reduction of Lease Guarantor’s liability for any other guaranty or undertaking (other than payment in full of the Guaranteed Obligations). Notwithstanding anything to the contrary herein or in any other Transaction Document, it being understood that all of Lease Guarantor’s obligations hereunder in respect including this Article VI, Weld shall be entitled to assert any of the Guaranteed Obligations are unconditional and irrevocable in all respects, irrespective of whether the process set forth in Section 17.2 has been commenced, completed or otherwise satisfied (but, in each case, subject defenses to the terms obligations, liabilities, damages, losses, amounts payable and conditions expenses arising out of or related to any breach, default, action or inaction of Seller and/or any of its Subsidiaries arising out of or relating to this AgreementAgreement or any other Transaction Document that Seller and/or any of its Subsidiaries may assert under this Agreement or any other Transaction Document to which Seller and/or such Subsidiary is a party, including the occurrence other than any defense described in clauses (a), (b), (c), (d), (e), (f) or (h) of any Guaranty Release Date)Section 6.2.

Guaranteed Obligations. Lease Guarantor The Guarantor, jointly and severally with any other guarantors, hereby absolutely, unconditionally and irrevocably guarantees to Landlordthe Agent and the Lenders on a continuing basis the full, as primary obligor complete and not merely as suretypunctual payment when due, whether at stated maturity, by acceleration or otherwise, of any and all sums due from, and any and all Obligations of the Company to the Agent and the Lenders now or hereafter existing under the Notes, the prompt Letters of Credit, the Secured Hedging Obligations and complete payment the Amended and performance in full in cash ofRestated Credit Agreement, without duplication, (i) all monetary obligations of Tenant under regard to the Lease (and, without duplication, all monetary obligations Company's use of the tenant under any New Lease obtained pursuant to and in accordance with Section 17.1(f) proceeds of the Lease in connection with which Loans, the applicable Leasehold Lender has elected to retain CEC as Lease Guarantor and proceed in accordance with Section 22.2(i)(1)(B) Letters of Credit or the Lease) of any nature (includingSecured Hedging Obligations, without limitationwhether for principal, during any Transition Period)premium, interest, fees, costs, expenses or otherwise, including, without limitationprejudice to the generality of the foregoing, (x) Tenant’s rent the prompt payment of the Notes and other payment obligations of any nature under interest and premium thereon at the Lease (including all Rent times and Additional Charges (as each such term is defined in the Lease)), (y) Tenant’s obligation to expend the Required Capital Expenditures (as defined manner specified in the Lease) in accordance with Notes and the Lease Amended and any other expenditures required Restated Credit Agreement, prompt payment of Tenant by amounts owing pursuant to the terms issuance of the LeaseLetters of Credit, including, but not limited to, the completion prompt payment of the New Tower (as defined Secured Hedging Obligations at the times and in the Lease) manner specified in the documentation therefor and the payment of any and all costs expenses (including reasonable counsel fees and expenses expenses) incurred by the Agent and the Lenders in connection with the construction thereof, in each case to the extent required enforcing any rights under the LeaseNotes, the Letters of Credit, the Secured Hedging Obligations, the Amended and (z) Tenant’s obligation to pay monetary damages in connection with any breach Restated Credit Agreement and this Agreement. Without limiting the generality of the Lease and to pay indemnification obligations in each case as provided under the Lease, (ii) all Guaranty Termination Obligations (without duplication of amounts otherwise already included under clause (i)) and (iii) any sums payable to Landlord pursuant to Section 17.2.4 hereof (clauses (i), (ii) and (iii) collectivelyforegoing, the “Guaranteed Obligations”), in each case including (a) Guarantor's liability shall extend to all amounts that would become due be owed by the Company to the Agent and the Lenders under the Amended and Restated Credit Agreement but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code or similar laws and (b) any late charges and interest provided for under the Lease (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, whether fact that they are unenforceable or not a claim for such interest is allowed or allowable in such proceeding). Lease Guarantor shall be jointly and severally liable with Tenant for the payment and performance of the Guaranteed Obligations. For the avoidance of doubt, although as a matter of process and procedure, Section 17.2 hereof sets forth a process by which Landlord may issue notice to Lease Guarantor in respect of certain Guaranteed Obligations, such process is not intended to be a predicate due to the existence of a bankruptcy, reorganization or accrual of Lease Guarantor’s liability for any similar proceeding involving the Company. Each of the Guaranteed Obligations, it being understood that all of Lease Guarantor’s obligations hereunder in respect of the Guaranteed Obligations are unconditional and irrevocable in all respects, irrespective of whether the process guaranteed as set forth in this Section 17.2 has been commenced, completed or otherwise satisfied (but, in each case, subject 2.1 is hereinafter referred to severally as a "Guaranteed Obligation" and collectively as the terms and conditions of this Agreement, including the occurrence of any Guaranty Release Date)"Guaranteed Obligations".

Guaranteed Obligations. Lease The Guarantor hereby absolutely and unconditionally and irrevocably guarantees to Landlord, as primary obligor and not merely as surety, the prompt punctual and complete payment performance when due of all present and performance in full in cash of, without duplication, (i) all monetary obligations of Tenant under the Lease (and, without duplication, all monetary future obligations of the tenant under any New Lease obtained pursuant to and in accordance with Section 17.1(f) of the Lease in connection with which the applicable Leasehold Lender has elected to retain CEC as Lease Guarantor and proceed in accordance with Section 22.2(i)(1)(B) of the Lease) of any nature (including, without limitation, during any Transition Period), including, without limitation, (x) Tenant’s rent and other payment obligations of any nature Borrower under the Lease Agreement to (including all Rent a) construct and Additional Charges (as each such term is defined in complete the Lease)), (y) Tenant’s obligation to expend the Required Capital Expenditures (as defined in the Lease) Improvements in accordance with the Lease requirements of the Agreement free and clear of all Lien Claims, (b) pay all costs and expenses relating to such construction, and (d) discharge all Lien Claims arising in connection with the Project or otherwise affecting any of the Collateral, in each case as such obligations may from time to time be supplemented, modified, amended, renewed and extended, whether evidenced by new or additional Documents or otherwise (the “Guaranteed Obligations”). Without limiting any other obligation of the Guarantor or Remedy of the Lender under this Guaranty, if the Borrower defaults in the performance of any Guaranteed Obligations or any Event of Default occurs and is continuing, then: (i) the Lender may, with or without notice or demand, (A) enter into such contracts and take such other action as the Lender deems appropriate to complete or partially construct all or any part of the Improvements, subject to such modifications and other changes in the Project or the plan of development as the Lender may deem appropriate, (B) pay any costs and expenses deemed necessary or desirable by the Lender in connection with any such action and any other expenditures required of Tenant unpaid costs or expenses incurred by the terms Borrower relating to construction of the LeaseImprovements (in each case whether or not such costs and expenses are contemplated by, including, but not limited toor in excess of amounts set forth in, the completion Project Budget or any applicable Line Item Budget delivered to the Lender), and (C) pay such other amounts and take such other action as the Lender may deem appropriate to discharge any Lien Claims arising in connection with the Project or otherwise affecting any of the New Tower Collateral (as defined the Lender reserving the right to suspend or terminate any such action at any time), and the Guarantor shall pay to the Lender, on demand, all costs and expenses of the Lender in taking any such action (whether or not the LeaseLender has suspended or terminated such action), together with interest at the Alternate Rate from the date of expenditure until the date of repayment to the Lender; and (ii) whether or not the Lender has previously taken any such action or has suspended or terminated such action, the Guarantor shall, upon demand by the Lender, cause all Guaranteed Obligations to be promptly performed at the sole cost and expense of the Guarantor, the Lender reserving the right to proceed under clause (i) above if the Guarantor shall at any time after any such demand default in such obligations. Subject to compliance by the Guarantor with all of its obligations under this Guaranty and the payment of all costs and expenses incurred of construction not otherwise provided for below, and further subject to such additional terms, conditions and procedures as the Lender may reasonably require, the Lender shall make available for payment of costs and expenses of construction set forth in connection with the construction thereof, Project Budget or any applicable Line Item Budget delivered to the Lender an amount equal to any additional funds that the Lender may otherwise have been required to disburse for such costs and expenses under the terms of the Agreement as determined by the Lender in each case its sole discretion (but in no event to exceed an amount equal to the undisbursed proceeds of the Loan and any Borrower’s Funds held by the Lender to the extent required under that the Leasesame would otherwise have been available for disbursement for such purposes), and (z) Tenant’s obligation to pay monetary damages in connection with any breach provided that the Lien of the Lease and Trust Deed (if not previously foreclosed) is a first priority Lien with respect to pay indemnification obligations in each case as provided under the Lease, (ii) all Guaranty Termination Obligations (without duplication of amounts otherwise already included under clause (i)) and (iii) any sums payable to Landlord pursuant to Section 17.2.4 hereof (clauses (i), (ii) and (iii) collectively, the “Guaranteed Obligations”), in each case including (a) amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code or similar laws and (b) any late charges and interest provided for under the Lease (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, whether or not a claim for such interest is allowed or allowable in such proceeding). Lease Guarantor shall be jointly and severally liable with Tenant for the payment and performance of the Guaranteed Obligations. For the avoidance of doubt, although as a matter of process and procedure, Section 17.2 hereof sets forth a process by which Landlord may issue notice to Lease Guarantor in respect of certain Guaranteed Obligations, such process is not intended to be a predicate to the existence or accrual of Lease Guarantor’s liability for any of the Guaranteed Obligations, it being understood that all of Lease Guarantor’s obligations hereunder in respect of the Guaranteed Obligations are unconditional and irrevocable in all respects, irrespective of whether the process set forth in Section 17.2 has been commenced, completed or otherwise satisfied (but, in each caseamounts, subject only to the terms and conditions of this Agreement, including the occurrence of any Guaranty Release Date)Permitted Prior Exceptions.

Guaranteed Obligations. Lease Guarantor hereby unconditionally and irrevocably guarantees to Landlord, as primary obligor and not merely as surety, the prompt and complete payment and performance in full in cash of, without duplication, (i) all monetary obligations of Tenant under Each 2011 Notes Guarantor, jointly and severally, hereby irrevocably, absolutely and unconditionally guarantees to the Lease (and, without duplication, all monetary obligations holders from time to time of the tenant under any New Lease obtained pursuant to Series 2011 Notes: (A) the full and in accordance with Section 17.1(f) prompt payment on demand of the Lease in connection with which the applicable Leasehold Lender has elected to retain CEC as Lease Guarantor and proceed in accordance with Section 22.2(i)(1)(B) principal of all of the Lease) Series 2011 Notes and of any nature the interest thereon at the rate therein stipulated (including, without limitation, during to the extent legally enforceable, interest on any Transition Period)overdue principal, includingMake-Whole Amount, without limitationif any, and interest at the rates specified in the Series 2011 Notes and interest accruing or becoming owing both prior to and subsequent to the commencement of any bankruptcy, reorganization or similar proceeding involving a 2011 Notes Obligor) and the Make-Whole Amount, if any, and all other amounts owing to the holders from time to time under the Series 2011 Notes and the Financing Northeast Ohio Natural Gas Corp., et. al. Omnibus Third Amendment, Supplement and Joinder to Note Purchase Agreement and Collateral Documents Agreements when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise, (xB) Tenant’s rent the full and other payment obligations prompt performance and observance by the 2011 Notes Obligors of any nature each and all of the covenants and agreements required to be performed or observed by such Persons under the Lease (including all Rent and Additional Charges (as each such term is defined in the Lease)), (y) Tenant’s obligation to expend the Required Capital Expenditures (as defined in the Lease) in accordance with the Lease and any other expenditures required of Tenant by the terms of the LeaseFinancing Agreements, includingand (C) payment, but not limited to, the completion upon demand by any holder of the New Tower (as defined in the Lease) and the payment Series 2011 Notes, of all costs and expenses expenses, legal or otherwise (including reasonable 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 Financing Agreements or this Guarantee Agreement or in any consultation or action in connection with the construction thereoftherewith, and in each and every case to the extent required under the Lease, and (z) Tenant’s obligation to pay monetary damages in connection with any breach irrespective of the Lease and to pay indemnification validity, regularity, or enforcement of any of the Financing Agreements or any of the terms thereof or of any other like circumstance or circumstances (all of the obligations described in each case as provided under the Lease, (ii) all Guaranty Termination Obligations (without duplication of amounts otherwise already included under foregoing clause (iA), clause (B) and clause (iiiC) any sums payable being referred to Landlord pursuant to Section 17.2.4 hereof (clauses (i), (ii) and (iii) collectively, herein as the “2011 Notes Guaranteed Obligations”), in each case including (a) amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code or similar laws and (b) any late charges and interest provided for under the Lease (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, whether or not a claim for such interest is allowed or allowable in such proceeding). Lease Guarantor shall be jointly and severally liable with Tenant for the payment and performance of the Guaranteed Obligations. For the avoidance of doubt, although as a matter of process and procedure, Section 17.2 hereof sets forth a process by which Landlord may issue notice to Lease Guarantor in respect of certain Guaranteed Obligations, such process is not intended to be a predicate to the existence or accrual of Lease Guarantor’s liability for any of the Guaranteed Obligations, it being understood that all of Lease Guarantor’s obligations hereunder in respect of the Guaranteed Obligations are unconditional and irrevocable in all respects, irrespective of whether the process set forth in Section 17.2 has been commenced, completed or otherwise satisfied (but, in each case, subject to the terms and conditions of this Agreement, including the occurrence of any Guaranty Release Date).

Guaranteed Obligations. Lease Each Guarantor hereby irrevocably, unconditionally and irrevocably jointly and severally with the other Guarantors guarantees to Landlord, as primary obligor and not merely as suretyeach holder, the prompt due and complete punctual payment and performance in full in cash of (a) the principal of, without duplicationMake-Whole Amount, (i) all monetary obligations of Tenant under the Lease (andif any, without duplication, all monetary obligations of the tenant under any New Lease obtained pursuant to and in accordance with Section 17.1(f) of the Lease in connection with which the applicable Leasehold Lender has elected to retain CEC as Lease Guarantor and proceed in accordance with Section 22.2(i)(1)(B) of the Lease) of any nature interest on (including, without limitation, during any Transition Period), including, without limitation, (x) Tenant’s rent and other payment obligations interest accruing after the filing of any nature under petition in bankruptcy, or the Lease (including all Rent and Additional Charges (as each such term is defined in the Lease)), (y) Tenant’s obligation to expend the Required Capital Expenditures (as defined in the Lease) in accordance with the Lease and any other expenditures required of Tenant by the terms of the Lease, including, but not limited to, the completion of the New Tower (as defined in the Lease) and the payment of all costs and expenses incurred in connection with the construction thereof, in each case to the extent required under the Lease, and (z) Tenant’s obligation to pay monetary damages in connection with any breach of the Lease and to pay indemnification obligations in each case as provided under the Lease, (ii) all Guaranty Termination Obligations (without duplication of amounts otherwise already included under clause (i)) and (iii) any sums payable to Landlord pursuant to Section 17.2.4 hereof (clauses (i), (ii) and (iii) collectively, the “Guaranteed Obligations”), in each case including (a) amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code or similar laws and (b) any late charges and interest provided for under the Lease (including interest accruing during the pendency commencement of any bankruptcy, insolvency, receivership reorganization or other similar like proceeding, whether or not a claim for such post-filing or post-petition interest is allowed or allowable 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), (b) all Indebtedness, obligations, covenants, agreements and liabilities of the Co-Issuers or any other Guarantor to the holders under or in connection with or evidenced by the Guaranteed Agreements, in each case whether now existing or hereafter arising (and whether arising before or after the filing of a petition in bankruptcy), due or to become due, direct or indirect, absolute or contingent, and howsoever evidenced, held or acquired and (c) any and all reasonable expenses and charges, legal or otherwise, suffered or incurred by any Secured Party or the Trustee in collecting or enforcing any of such indebtedness, obligations, covenants, agreements and liabilities or in realizing on or protecting or preserving any security therefor, including, without limitation, the lien and security interests granted by the Security Documents (all of the indebtedness, obligations, covenants, agreements, liabilities, expenses and charges described in clauses (a) through (c), inclusive, above being referred to herein as the “Guaranteed Obligations”). Lease Guarantor shall be jointly The guaranty in the preceding sentence is an absolute, present and severally liable with Tenant for the continuing guaranty of payment and performance and not of collectability and is in no way conditional or contingent upon any attempt to collect from the Co-Issuers or any other guarantor of the Guaranteed ObligationsNotes (including, without limitation, any other Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. For the avoidance of doubtAny holder may, although as a matter of process and procedureat its option, Section 17.2 hereof sets forth a process by which Landlord may issue notice to Lease proceed hereunder against each Guarantor in respect the first instance to collect monies when due, the payment of certain Guaranteed Obligationswhich is guaranteed hereby, such process is not intended without first proceeding against the Co-Issuers or any other Person and without first resorting to be a predicate to any direct or indirect security for the existence or accrual of Lease Guarantor’s liability for any of the Guaranteed ObligationsNotes, it being understood that all of Lease Guarantor’s obligations hereunder in respect of the Guaranteed Obligations are unconditional and irrevocable in all respects, irrespective of whether the process set forth in Section 17.2 has been commenced, completed or otherwise satisfied (but, in each case, subject to the terms and conditions of this Agreement, including the occurrence of NPPA Series Supplements or the other Transaction Documents or any Guaranty Release Date)other remedy.

Guaranteed Obligations. Lease To induce the Administrative Agent and the Lenders to make loans and grant other financial accommodations to the Borrowers under the Credit Agreement, each Guarantor hereby unconditionally jointly and irrevocably guarantees severally (subject to LandlordSection 20, if applicable) unconditionally, and irrevocably, guaranties to the Administrative Agent, each Lender and any provider of a Lender Provided Hedge or Other Lender‑Provided Financial Service Products; and becomes surety, as though it was a primary obligor and not merely as suretyfor, the prompt full and complete punctual payment and performance in full in cash ofwhen due (whether on demand, without duplicationat stated maturity, (i) all monetary obligations of Tenant under the Lease (andby acceleration, without duplication, all monetary obligations of the tenant under or otherwise and including any New Lease obtained pursuant to and in accordance with Section 17.1(f) of the Lease in connection with amounts which the applicable Leasehold Lender has elected to retain CEC as Lease Guarantor and proceed in accordance with Section 22.2(i)(1)(B) of the Lease) of any nature (including, without limitation, during any Transition Period), including, without limitation, (x) Tenant’s rent and other payment obligations of any nature under the Lease (including all Rent and Additional Charges (as each such term is defined in the Lease)), (y) Tenant’s obligation to expend the Required Capital Expenditures (as defined in the Lease) in accordance with the Lease and any other expenditures required of Tenant by the terms of the Lease, including, but not limited to, the completion of the New Tower (as defined in the Lease) and the payment of all costs and expenses incurred in connection with the construction thereof, in each case to the extent required under the Lease, and (z) Tenant’s obligation to pay monetary damages in connection with any breach of the Lease and to pay indemnification obligations in each case as provided under the Lease, (ii) all Guaranty Termination Obligations (without duplication of amounts otherwise already included under clause (i)) and (iii) any sums payable to Landlord pursuant to Section 17.2.4 hereof (clauses (i), (ii) and (iii) collectively, the “Guaranteed Obligations”), in each case including (a) amounts that would become due but for the operation of the an automatic stay under Section 362(athe federal bankruptcy code of the United States or any similar Laws of any country or jurisdiction) of all Obligations, and all extensions, modifications, substitutions, amendments or renewals thereof, whether such Obligations are direct or indirect, secured or unsecured, joint or several, absolute or contingent, due or to become due, whether for payment or performance, now existing or hereafter arising (and including Obligations arising or accruing after the Bankruptcy Code or similar laws and (b) any late charges and interest provided for under the Lease (including interest accruing during the pendency commencement of any bankruptcy, insolvency, receivership reorganization, or other similar proceeding with respect to any Borrower or any Guarantor or which would have arisen or accrued but for the commencement of such proceeding, whether or not a even if the claim for such interest Obligation is allowed not enforceable or allowable in such proceeding, and including all Obligations arising from any extensions of credit under or in connection with the Loan Documents from time to time, regardless whether any such Obligations are in excess of the amount committed under or contemplated by the Loan Documents or are made in circumstances in which any condition to extension of credit is not satisfied) (all such Obligations are referred to, collectively, as the "Guaranteed Obligations" and each, as a "Guaranteed Obligation"). Lease Guarantor Notwithstanding anything to the contrary contained herein, Guaranteed Obligations shall be jointly specifically exclude any and severally liable with Tenant for the payment and performance all Excluded Hedge Liabilities. Without limitation of the Guaranteed Obligations. For the avoidance of doubtforegoing, although as a matter of process and procedure, Section 17.2 hereof sets forth a process by which Landlord may issue notice to Lease Guarantor in respect of certain Guaranteed Obligations, such process is not intended to be a predicate to the existence or accrual of Lease Guarantor’s liability for any of the Guaranteed Obligations shall be and remain Guaranteed Obligations entitled to the benefit of this Guaranty if the Administrative Agent or any of the Lenders (or any one or more assignees or transferees thereof) from time to time assign or otherwise transfer all or any portion of their respective rights and obligations under the Loan Documents, or any other Guaranteed Obligations, it being understood that all of Lease Guarantor’s obligations hereunder to any other Person, in respect accordance with the terms of the Guaranteed Obligations are unconditional Credit Agreement. In furtherance of the foregoing, each Guarantor jointly and irrevocable in all respects, irrespective of whether the process set forth in Section 17.2 has been commenced, completed or otherwise satisfied severally (but, in each case, subject to the terms and conditions of this AgreementSection 20, including the occurrence of any Guaranty Release Date)if applicable) agrees as follows.

Guaranteed Obligations. Lease To induce the Lenders to make loans and grant other financial accommodations to the Borrower under the Credit Agreement, each Guarantor hereby unconditionally jointly and irrevocably guarantees severally, unconditionally, and irrevocably, guaranties to Landlordthe Administrative Agent and each Lender; and becomes surety, as though it was a primary obligor and not merely as suretyfor, the prompt full and complete punctual payment and performance in full in cash ofwhen due (whether on demand, without duplicationat stated maturity, (i) all monetary obligations of Tenant under the Lease (andby acceleration, without duplication, all monetary obligations of the tenant under or otherwise and including any New Lease obtained pursuant to and in accordance with Section 17.1(f) of the Lease in connection with amounts which the applicable Leasehold Lender has elected to retain CEC as Lease Guarantor and proceed in accordance with Section 22.2(i)(1)(B) of the Lease) of any nature (including, without limitation, during any Transition Period), including, without limitation, (x) Tenant’s rent and other payment obligations of any nature under the Lease (including all Rent and Additional Charges (as each such term is defined in the Lease)), (y) Tenant’s obligation to expend the Required Capital Expenditures (as defined in the Lease) in accordance with the Lease and any other expenditures required of Tenant by the terms of the Lease, including, but not limited to, the completion of the New Tower (as defined in the Lease) and the payment of all costs and expenses incurred in connection with the construction thereof, in each case to the extent required under the Lease, and (z) Tenant’s obligation to pay monetary damages in connection with any breach of the Lease and to pay indemnification obligations in each case as provided under the Lease, (ii) all Guaranty Termination Obligations (without duplication of amounts otherwise already included under clause (i)) and (iii) any sums payable to Landlord pursuant to Section 17.2.4 hereof (clauses (i), (ii) and (iii) collectively, the “Guaranteed Obligations”), in each case including (a) amounts that would become due but for the operation of the an automatic stay under Section 362(athe federal bankruptcy code of the United States or any similar Laws of any country or jurisdiction) of all Obligations, and all extensions, modifications, substitutions, amendments or renewals thereof, whether such Obligations are direct or indirect, secured or unsecured, joint or several, absolute or contingent, due or to become due, whether for payment or performance, now existing or hereafter arising (and including Obligations arising or accruing after the Bankruptcy Code or similar laws and (b) any late charges and interest provided for under the Lease (including interest accruing during the pendency commencement of any bankruptcy, insolvency, receivership reorganization, or other similar proceeding with respect to the Borrower or any Guarantor or which would have arisen or accrued but for the commencement of such proceeding, whether or not a even if the claim for such interest Obligation is allowed not enforceable or allowable in such proceeding, and including all Obligations arising from any extensions of credit under or in connection with the Loan Documents from time to time, regardless whether any such Obligations are in excess of the amount committed under or contemplated by the Loan Documents or are made in circumstances in which any condition to extension of credit is not satisfied) (all such Obligations are referred to, collectively, as the “Guaranteed Obligations” and each, as a “Guaranteed Obligation”). Lease Guarantor shall be jointly and severally liable with Tenant for the payment and performance Without limitation of the Guaranteed Obligations. For the avoidance of doubtforegoing, although as a matter of process and procedure, Section 17.2 hereof sets forth a process by which Landlord may issue notice to Lease Guarantor in respect of certain Guaranteed Obligations, such process is not intended to be a predicate to the existence or accrual of Lease Guarantor’s liability for any of the Guaranteed Obligations shall be and remain Guaranteed Obligations entitled to the benefit of this Guaranty if the Administrative Agent or any of the Lenders (or any one or more assignees or transferees thereof) from time to time assign or otherwise transfer all or any portion of their respective rights and obligations under the Loan Documents, or any other Guaranteed Obligations, it being understood that all of Lease Guarantor’s obligations hereunder to any other Person, in respect accordance with the terms of the Guaranteed Obligations are unconditional Credit Agreement. In furtherance of the foregoing, each Guarantor jointly and irrevocable in all respects, irrespective of whether the process set forth in Section 17.2 has been commenced, completed or otherwise satisfied (but, in each case, subject to the terms and conditions of this Agreement, including the occurrence of any Guaranty Release Date)severally agrees as follows.

Guaranteed Obligations. Lease To induce the Purchasers to purchase the Notes from the Company pursuant to the Note Agreement, each Guarantor hereby jointly and severally, unconditionally and irrevocably guarantees guaranties to Landlordthe Noteholders, and to the Collateral Agent on behalf of the Noteholders, as a primary obligor and not merely as a surety, the prompt full and complete punctual payment and performance in full in cash ofwhen due (whether on demand, without duplicationat stated maturity, (i) all monetary obligations of Tenant under the Lease (andby acceleration, without duplication, all monetary obligations of the tenant under any New Lease obtained pursuant to and in accordance with Section 17.1(f) of the Lease in connection with which the applicable Leasehold Lender has elected to retain CEC as Lease Guarantor and proceed in accordance with Section 22.2(i)(1)(B) of the Lease) of any nature (including, without limitation, during any Transition Period), including, without limitation, (x) Tenant’s rent and other payment obligations of any nature under the Lease (including all Rent and Additional Charges (as each such term is defined in the Lease)), (y) Tenant’s obligation to expend the Required Capital Expenditures (as defined in the Lease) in accordance with the Lease and any other expenditures required of Tenant by the terms of the Lease, including, but not limited to, the completion of the New Tower (as defined in the Lease) and the payment of all costs and expenses incurred in connection with the construction thereof, in each case to the extent required under the Leaseor otherwise, and (z) Tenant’s obligation to pay monetary damages in connection with including any breach of the Lease and to pay indemnification obligations in each case as provided under the Lease, (ii) all Guaranty Termination Obligations (without duplication of amounts otherwise already included under clause (i)) and (iii) any sums payable to Landlord pursuant to Section 17.2.4 hereof (clauses (i), (ii) and (iii) collectively, the “Guaranteed Obligations”), in each case including (a) amounts that which would become due but for the operation of the an automatic stay under Section 362(a) of the United States Bankruptcy Code or any similar laws of any country or jurisdiction) of all Obligations, including, without limiting the generality of the foregoing, all obligations, liabilities, and indebtedness from time to time of the Company or any other Obligor to the Noteholders under or in connection with the Notes, the Note Agreement or any other Financing Document, whether for principal, interest, Make-Whole Amount, fees, indemnities, expenses, or otherwise, and all refinancings or refundings thereof, whether such obligations, liabilities, or indebtedness are direct or indirect, secured or unsecured, joint or several, absolute or contingent, due or to become due, whether for payment or performance, now existing or hereafter arising (b) any late charges and interest provided for under including obligations, liabilities, and indebtedness arising or accruing after the Lease (including interest accruing during the pendency commencement of any bankruptcy, insolvency, receivership reorganization, or similar proceeding with respect to the Company or any other similar Obligor or which would have arisen or accrued but for the commencement of any such proceeding, whether or not a even if the claim for such interest obligation, liability, or indebtedness is allowed not enforceable or allowable in such proceeding, and including all Obligations, liabilities, and indebtedness arising from any extensions of credit under or in connection with the Financing Documents from time to time, regardless whether any such extensions of credit are in excess of the amount committed under or contemplated by the Financing Documents or are made in circumstances in which any condition to extension of credit is not satisfied) (all of the foregoing obligations, liabilities and indebtedness are referred to herein collectively as the “Guaranteed Obligations” and each as a “Guaranteed Obligation”). Lease Guarantor shall be jointly and severally liable with Tenant for Without limitation of the payment and performance foregoing, all of the Guaranteed Obligations. For the avoidance of doubt, although as a matter of process Obligations shall be and procedure, Section 17.2 hereof sets forth a process by which Landlord may issue notice to Lease Guarantor in respect of certain remain Guaranteed Obligations, such process is not intended to be a predicate Obligations entitled to the existence benefit of this Guaranty notwithstanding that the Collateral Agent or accrual any Noteholder or Noteholders (or any one or more assignees or transferees thereof) from time to time assign or otherwise transfer all or any portion of Lease Guarantor’s liability for any of the Guaranteed Obligations, it being understood that all of Lease Guarantor’s their respective rights and obligations hereunder under or in respect of the Notes, the Note Agreement or the other Financing Documents, or any other Guaranteed Obligations are unconditional and irrevocable Obligations, to any other Person in all respects, irrespective of whether the process set forth in Section 17.2 has been commenced, completed or otherwise satisfied (but, in each case, subject to the terms and conditions of this Agreement, including the occurrence of any Guaranty Release Date)accordance therewith.

Guaranteed Obligations. Lease Subject to the terms and conditions hereof, (a) Guarantor hereby unconditionally and irrevocably guarantees to LandlordAdministrative Agent and the Lenders the punctual payment when due, as primary obligor and not merely the collectability, whether by lapse of time, by acceleration of maturity, or otherwise, and at all times thereafter the payment of the Guaranteed Obligations (as suretyhereinafter defined) first arising from and after the date hereof. (b) As used herein, the prompt and complete payment and performance in full in cash ofterm “Guaranteed Obligations” means, without duplication, duplication of any amounts paid pursuant to the Other Guaranties (i) all monetary obligations of Tenant under the Lease (and, without duplication, all monetary obligations of the tenant or amounts paid by Borrower or Guarantor under any New Lease obtained pursuant to and in accordance with Section 17.1(fother Loan Documents) of the Lease in connection with which the applicable Leasehold Lender has elected to retain CEC as Lease Guarantor and proceed in accordance with Section 22.2(i)(1)(B(A) of the Lease) of any nature (including, without limitation, during any Transition Period), including, without limitation, (x) Tenant’s rent and other payment obligations of any nature under the Lease (including all Rent and Additional Charges (as each such term is defined in the Lease)), (y) TenantBorrower’s obligation to expend pay all Carry Costs as and when the Required Capital Expenditures same become due and payable and prior to delinquency and Borrower’s obligation to pay Debt Service, and (B) Borrower’s obligation to make deposits into the Interest/Carrying Cost Account as defined in the Lease) and when due and/or payable in accordance with the Lease and any other expenditures required Loan Agreement (regardless of Tenant by whether the terms Maturity Date has occurred or there has been an acceleration of the Lease, including, but not limited to, the completion of the New Tower (as defined in the Lease) and the payment of all costs and expenses incurred in connection with the construction thereof, in each case to the extent required under the Lease, and (z) Tenant’s obligation to pay monetary damages in connection with any breach of the Lease and to pay indemnification obligations in each case as provided under the Lease, (ii) all Guaranty Termination Obligations (without duplication of amounts otherwise already included under clause (iLoan)) and (iii) any sums payable to Landlord pursuant to Section 17.2.4 hereof (clauses (i), (ii) and (iii) collectively, the “Guaranteed Obligations”), in each case including (a) amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code or similar laws and (b) any late charges and interest provided for under the Lease (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, whether or not a claim for such interest is allowed or allowable in such proceeding). Lease Guarantor shall be jointly and severally liable with Tenant for the payment and performance of the Guaranteed Obligations. For the avoidance of doubt, although as Xxxxxxx shall not be required to demonstrate a matter loss, liability 3 or other impairment under the Loan in order to enforce Guarantor’s obligations under this Guaranty. Notwithstanding anything to the contrary herein, to the extent proceeds of process and procedurethe Loan, Section 17.2 hereof sets forth a process by which Landlord may issue notice to Lease Guarantor cash flow from the Property or amounts held in respect of certain Guaranteed Obligations, such process is not any Reserve Fund intended to be a predicate to pay the existence or accrual of Lease Guarantor’s liability costs comprising the Guaranteed Obligations are available for any payment of the Guaranteed Obligations, it being understood that all of Lease Guarantor’s obligations liability hereunder in respect shall be reduced by the un-advanced proceeds of the Guaranteed Obligations are unconditional Loan, available cash flow from the Mortgaged Property and irrevocable amounts held in all respects, irrespective of whether the process set forth in Section 17.2 has been commenced, completed or otherwise satisfied (butany Reserve Fund, in each case, subject without regard to whether Lender makes such amounts available for such Guaranteed Obligations. (c) Notwithstanding anything to the terms and conditions contrary in this Guaranty or in any of this Agreementthe other Loan Documents, including Lender shall not be deemed to have waived any right which Lender may have under Section 506(a), 506(b), 1111(b) or any other provisions of the occurrence Bankruptcy Code to file a claim for the full amount of the Obligations or to require that all collateral shall continue to secure all of the Obligations owing to Lenders in accordance with the Loan Documents. Guarantor expressly waives any defense or benefits arising out of any Guaranty Release Date)voluntary or involuntary filing by or on behalf of Borrower for protection under any federal or state bankruptcy, insolvency, or debtor relief laws, including, without limitation, under Section 364 or 1111(b)(2) of the Bankruptcy Code. 2.

Guaranteed Obligations. Lease The Guarantor hereby absolutely and unconditionally and irrevocably guarantees to Landlord, as primary obligor and not merely as surety, the prompt punctual and complete payment and performance when due of all indebtedness and obligations of Borrower under that certain Environmental Indemnification Agreement #1 dated of even date herewith and that certain Environmental Indemnification Agreement #2 dated of even date herewith, each executed by Borrower (hereinafter, as they may be from time to time amended, modified, extended, renewed, refinanced, substituted and/or supplemented, collectively referred to as the "Environmental Indemnification Agreements"), and all other indebtedness and obligations under the Loan Documents for which Borrower has personal liability to Lender, as the same may be limited under Section 26 of Note A or Section 26 of Note B; in each case as such indebtedness and obligations may from time to time be supplemented, modified, amended, renewed and extended, whether evidenced by new or additional instruments, documents or agreements or otherwise (collectively, the "Guaranteed Obligations"). Without limiting the foregoing, upon the occurrence of any of the events described in Subsections 26(j) and 26(l) of Note A and Subsections 26(j) and 26(l) of Note B, the limitation on the recourse of Lender against Borrower shall be null and void and Lender shall have full in cash recourse against Borrower for, and the Guarantor shall jointly and severally guaranty the payment and performance by Borrower of, without duplicationLoan A, (i) Loan B and all monetary obligations of Tenant principal, interest and other sums owing under the Lease (andNote A, without duplication, all monetary obligations Note B or any of the tenant under any New Lease obtained pursuant to and in accordance with Section 17.1(f) of the Lease in connection with which the applicable Leasehold Lender has elected to retain CEC as Lease Guarantor and proceed in accordance with Section 22.2(i)(1)(B) of the Lease) of any nature (including, without limitation, during any Transition Period), including, without limitation, (x) Tenant’s rent and other payment obligations of any nature under the Lease (including all Rent and Additional Charges (as each such term is defined in the Lease)), (y) Tenant’s obligation to expend the Required Capital Expenditures Loan Documents (as defined in the LeaseAgreement) in accordance with the Lease and any other expenditures required of Tenant by the terms of the Lease(all such documents, including, but not limited to, the completion of the New Tower (as defined in the Lease) and the payment of all costs and expenses incurred in connection with the construction thereof, in each case to the extent required under the Lease, and (z) Tenant’s obligation to pay monetary damages in connection with any breach of the Lease and to pay indemnification obligations in each case as provided under the Lease, (ii) all Guaranty Termination Obligations (without duplication of amounts otherwise already included under clause (i)) and (iii) any sums payable to Landlord pursuant to Section 17.2.4 hereof (clauses (i), (ii) and (iii) collectively, the “Guaranteed Obligations”), in each case including (a) amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code or similar laws and (b) any late charges and interest provided for under the Lease (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, whether or not a claim for such interest is allowed or allowable in such proceeding"Loan Documents"). Lease Guarantor shall be jointly and severally liable with Tenant for the payment and performance of the Guaranteed Obligations. For the avoidance of doubt, although as a matter of process and procedure, Section 17.2 hereof sets forth a process by which Landlord may issue notice to Lease Guarantor in respect of certain Guaranteed Obligations, such process is not intended to be a predicate to the existence or accrual of Lease Guarantor’s liability for any of the Guaranteed Obligations, it being understood that all of Lease Guarantor’s obligations hereunder in respect of the Guaranteed Obligations are unconditional and irrevocable in all respects, irrespective of whether the process set forth in Section 17.2 has been commenced, completed or otherwise satisfied (but, in each case, subject to the terms and conditions of this Agreement, including Upon the occurrence of any Event of Default, all Guaranteed Obligations shall, at the option of Collateral Agent, immediately become due and payable by the Guarantor without protest, presentment, notice of dishonor, demand or further notice of any kind, all of which are expressly waived by the Guarantor, and irrespective of whether any Guaranteed Obligations have then become due and payable by the Borrower or any other Person (each of the Borrower and any such other Person other than Guarantor being referred to in this Guaranty Release Dateas an "other Borrower Party").

Guaranteed Obligations. Lease Guarantor hereby unconditionally and irrevocably guarantees to Landlord, as primary obligor any Purchaser Indemnitee the full performance and not merely as surety, the prompt and complete payment and performance in full in cash of, without duplication, (i) all monetary obligations of Tenant under the Lease (and, without duplication, all monetary obligations of the tenant under any New Lease obtained pursuant to and in accordance with Section 17.1(f) of the Lease in connection with which the applicable Leasehold Lender has elected to retain CEC as Lease Guarantor and proceed in accordance with Section 22.2(i)(1)(B) of the Lease) of any nature (including, without limitation, during any Transition Period), including, without limitation, (x) Tenant’s rent and other payment obligations of any nature under the Lease (including all Rent and Additional Charges (as each such term is defined in the Lease)), (y) Tenant’s obligation to expend the Required Capital Expenditures (as defined in the Lease) in accordance with the Lease and any other expenditures required of Tenant by the terms of the Lease, including, but not limited to, the completion of the New Tower (as defined in the Lease) and the payment of all costs and expenses incurred in connection with the construction thereof, in each case obligations of Seller to the extent required any Purchaser Indemnitee under the Lease, and Section 7.3 (z) Tenant’s obligation to pay monetary damages in connection with any breach of the Lease and to pay indemnification obligations in each case as provided under the Lease, (ii) all Guaranty Termination Obligations (without duplication of amounts otherwise already included under clause (i)) and (iii) any sums payable to Landlord pursuant to Section 17.2.4 hereof (clauses (i), (ii) and (iii) collectively, the “Guaranteed Obligations”). Guarantor acknowledges and agrees that, in each case including (a) amounts that would become due but for the operation with respect to all obligations to pay money, such guaranty shall be a guaranty of payment and not of collection. If Seller shall fail to perform any of the automatic stay under Section 362(a) of Guaranteed Obligations or the Bankruptcy Code or similar laws full and (b) any late charges and interest provided for under the Lease (including interest accruing during the pendency timely payment of any bankruptcyamount owed with respect to the Guaranteed Obligations, insolvencyGuarantor, receivership within ten days of receiving written notice from Purchaser of such failure, shall perform or cause to be performed such Guaranteed Obligations and will make full payment of any amount due with respect thereto at its sole cost and expense. The liabilities and obligations of Guarantor to any Purchaser Indemnitee pursuant to this Section 7.8 shall be unconditional and irrevocable and shall not be conditioned or contingent upon the pursuit of any remedies against Seller or any other similar proceedingPerson. Guarantor hereby waives any right, whether legal or equitable, statutory or non-statutory, to require any Purchaser Indemnitee to proceed against or take action against or pursue any remedy with respect to Seller or any other Person before such Purchaser Indemnitee may enforce rights against Guarantor hereunder and, to the fullest extent permitted by Law, any other defenses or benefits that may be derived from or afforded by applicable Law limiting the liability of or exonerating guarantors or sureties, or which may conflict with the terms of this Section 7.8. The unconditional obligation of Guarantor hereunder will not be affected, impaired or released by any extension, waiver, amendment or thing whatsoever which would release a claim for such interest is allowed guarantor or allowable surety (other than satisfaction in such proceeding). Lease Guarantor shall be jointly and severally liable with Tenant for the payment and performance full of the Guaranteed Obligations. For the avoidance of doubt, although as a matter of process and procedure, Section 17.2 hereof sets forth a process by which Landlord may issue notice to Lease Guarantor in respect of certain Guaranteed Obligations, such process is not intended to be a predicate to the existence or accrual of Lease Guarantor’s liability for any of the Guaranteed Obligations, it being understood that all of Lease Guarantor’s obligations hereunder in respect of the Guaranteed Obligations are unconditional and irrevocable in all respects, irrespective of whether the process set forth in Section 17.2 has been commenced, completed or otherwise satisfied (but, in each case, subject to the terms and conditions of this Agreement, including the occurrence of any Guaranty Release Date).

Guaranteed Obligations. Lease (a) Subject to the terms and conditions hereof, Guarantor hereby absolutely, irrevocably and unconditionally and irrevocably guarantees to LandlordAdministrative Agent and the Lenders, the construction, development and completion of the Tenant Improvement Work as required pursuant to the DCAS Lease and, to the extent Borrower has commenced any Capital Expenditures Work or Other Tenant Improvement Work, construct, develop and complete the Capital Expenditures Work or Other Tenant Improvement Work, as primary obligor applicable, to completion, in each case, in a good and not merely as surety, the prompt and complete payment and performance in full in cash of, without duplication, (i) all monetary obligations of Tenant under the Lease (and, without duplication, all monetary obligations of the tenant under any New Lease obtained pursuant to workmanlike manner and in accordance with Section 17.1(f) Legal Requirements in all material respects and in accordance with the terms and conditions of the Lease Loan Agreement free and clear of any and all Liens other than Permitted Encumbrances, and all other work contemplated or required to be completed pursuant to the Loan Documents and Legal Requirements (collectively, the “Guaranteed Work”); provided that amounts set forth in the Project Budget shall not be a limitation on any obligation to complete the Guaranteed Work in accordance with this Guaranty, regardless of cost. Furthermore, Guarantor shall: (i) perform, construct, erect, install and fully complete, or cause to be performed, constructed, erected, installed and fully completed, the Guaranteed Work. Without limiting the generality of the foregoing, Guarantor guarantees that with respect to such Guaranteed Work: (A) performance of the Guaranteed Work shall commence and be completed within the time limits set forth in the Loan Agreement, the Leases and the applicable schedule set forth in any Project Budget submitted to Administrative Agent in connection with which any Future Advance; (B) the applicable Leasehold Lender has elected to retain CEC as Lease Guarantor Guaranteed Work shall be performed and proceed completed in accordance with Section 22.2(i)(1)(B) of the Lease) of Loan Documents, the Leases and any nature (includingdocuments submitted to Administrative Agent in connection with an Advance, without limitation, during any Transition Period)deviation therefrom unless approved by Administrative Agent in writing; and (C) all out-of-pocket costs and expenses of performing the Guaranteed Work, including, without limitation, all Capital Expenditure Work, TI/LC Costs and Other TI/LC Costs, shall be paid as and when due, including without limitation, all claims and demands for labor, materials, tools, equipment, supplies and/or services incurred or used to construct and complete the Guaranteed Work; (xii) Tenant’s rent cause the Property at all times to be free and other payment obligations clear of any Liens of any nature under connected with or arising from the Lease performance and completion of the Guaranteed Work, whether equal or prior in lien or other priority or subordinate to the lien of the Mortgage, and fully reimburse Administrative Agent, the Lenders, Construction Consultant and their respective Affiliates (including each, a “Lender Party”, and collectively, the “Lender Parties”), for any and all Rent and Additional Charges (reasonable out-of-pocket sums expended or incurred by any Lender Party to pay or discharge any Liens entered or filed against the Property, subject to the right to contest same as each such term is defined set forth in the Lease))Loan Agreement, including, without limitation, any and all damages, reasonable out-of- pocket costs and expenses and reasonable attorneys’ fees that any Lender Party may actually incur by reason thereof; (yiii) Tenant’s obligation fully reimburse Lender Parties for any and all reasonable out-of- pocket amounts expended or incurred by any Lender Party for or toward the performance and completion of the Guaranteed Work as a result of (and after notice to expend Guarantor of) the Required Capital Expenditures (as defined in failure by Borrower or Guarantor to prosecute the Lease) Guaranteed Work diligently and complete the same in accordance with the terms and conditions of the Loan Agreement and the Leases; and (iv) fully indemnify, defend and hold the Lender Parties harmless from and against any and all costs, claims, actions, causes of action, losses, liabilities or reasonable out-of-pocket expenses, including, without limitation, diminution in value of the collateral for the Loan as well as reasonable attorney’s fees and court costs and damages related to or resulting or arising from any failure by Borrower or Guarantor to fully perform and complete the Guaranteed Work as and when required under the Loan Agreement and the Leases (giving effect to applicable grace, notice and cure periods) but excluding any direct or indirect consequential damages and any punitive or special damages (except to the extent any of the foregoing result in amounts that are actually paid to a third party). (b) Guarantor, hereby absolutely and unconditionally guarantees to Administrative Agent payment of any TI/LC Costs and Other TI/LC Costs that will be incurred pursuant to the DCAS Lease and any other expenditures Lease (excluding the DCAS Lease), respectively, executed by Borrower on or before the date Administrative Agent commences exercise of its remedies under the Loan Documents, and, for the avoidance of doubt, neither Administrative Agent nor any Lender shall be required of Tenant by to demonstrate a loss or other impairment under the terms Loan in order to enforce the obligation in this clause (b). (c) Guarantor shall comply with all of the Leaserequirements of the Loan Agreement and this Guaranty relating to the Guaranteed Work. If Guarantor fails to comply with such requirements, includingand then if Administrative Agent (on behalf of the Lenders) exercises its right under the Loan Agreement and the other Loan Documents to take possession of the Property and complete the Guaranteed Work, the provisions of Section 1(d) of this Guaranty shall apply. Any out-of-pocket amounts reasonably expended by Administrative Agent or the Lenders and not reimbursed within five (5) Business Days of demand therefor shall accrue interest at the Default Rate until paid in full. (d) If Administrative Agent (on behalf of the Lenders) exercises its right under the Loan Agreement and the other Loan Documents to take possession of the Property and complete the Guaranteed Work upon Guarantor’s failure to comply with the provisions of Section 1(a)(i) above, Guarantor shall not have the right to complete the Guaranteed Work, but not limited toshall remain liable for all other obligations under this Guaranty. (e) The payment, the completion of the New Tower (as defined in the Lease) compliance and the payment of all costs and expenses incurred in connection with the construction thereof, in each case to the extent required under the Lease, and (z) Tenant’s obligation to pay monetary damages in connection with any breach of the Lease and to pay indemnification performance obligations in each case as provided under the Lease, (ii) all Guaranty Termination Obligations (without duplication of amounts otherwise already included under clause (i)) and (iii) any sums payable to Landlord guaranteed by Guarantor pursuant to this Section 17.2.4 hereof (clauses (i), (ii) and (iii) collectively, 1 are hereinafter collectively referred to as the “Guaranteed Obligations”), in each case including (a) amounts that would become due but for . The liabilities of Guarantor under this Section 1 shall not be limited by the operation amount of the automatic stay under Section 362(a) Loan, but shall be determined solely by the cost of performance and completion of the Bankruptcy Code or similar laws Guaranteed Work and (b) any late charges and interest provided for under the Lease (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, whether or not a claim for such interest is allowed or allowable in such proceeding). Lease Guarantor shall be jointly and severally liable with Tenant for the payment and performance of the Guaranteed Obligations. For the avoidance of doubt, although as a matter of process and procedure, Section 17.2 hereof sets forth a process by which Landlord may issue notice to Lease Guarantor in respect of certain Guaranteed Obligations, such process is not intended to be a predicate to the existence or accrual of Lease Guarantor’s liability for any of the Guaranteed Obligations, it being understood that all of Lease Guarantor’s obligations hereunder in respect of the Guaranteed Obligations are unconditional and irrevocable in all respects, irrespective of whether the process other undertakings set forth in this Section 17.2 has been commenced, completed or otherwise satisfied (but, in each case, subject 1. Notwithstanding anything to the terms and conditions contrary contained in this Guaranty, (i) in no event shall the liability of this AgreementGuarantor hereunder include any special, including consequential or punitive damages (except to the occurrence extent any of any Guaranty Release Date).the

Guaranteed Obligations. Lease To induce the Administrative Agent and the Lenders to make loans and grant other financial accommodations to the Borrowers under the Credit Agreement, each Guarantor hereby unconditionally jointly and irrevocably guarantees severally (subject to LandlordSection 20, if applicable) unconditionally, and irrevocably, guaranties to the Administrative Agent, each Lender and any provider of a Lender Provided Hedge or Other Lender-Provided Financial Service Products; and becomes surety, as though it was a primary obligor and not merely as suretyfor, the prompt full and complete punctual payment and performance in full in cash ofwhen due (whether on demand, without duplicationat stated maturity, (i) all monetary obligations of Tenant under the Lease (andby acceleration, without duplication, all monetary obligations of the tenant under or otherwise and including any New Lease obtained pursuant to and in accordance with Section 17.1(f) of the Lease in connection with amounts which the applicable Leasehold Lender has elected to retain CEC as Lease Guarantor and proceed in accordance with Section 22.2(i)(1)(B) of the Lease) of any nature (including, without limitation, during any Transition Period), including, without limitation, (x) Tenant’s rent and other payment obligations of any nature under the Lease (including all Rent and Additional Charges (as each such term is defined in the Lease)), (y) Tenant’s obligation to expend the Required Capital Expenditures (as defined in the Lease) in accordance with the Lease and any other expenditures required of Tenant by the terms of the Lease, including, but not limited to, the completion of the New Tower (as defined in the Lease) and the payment of all costs and expenses incurred in connection with the construction thereof, in each case to the extent required under the Lease, and (z) Tenant’s obligation to pay monetary damages in connection with any breach of the Lease and to pay indemnification obligations in each case as provided under the Lease, (ii) all Guaranty Termination Obligations (without duplication of amounts otherwise already included under clause (i)) and (iii) any sums payable to Landlord pursuant to Section 17.2.4 hereof (clauses (i), (ii) and (iii) collectively, the “Guaranteed Obligations”), in each case including (a) amounts that would become due but for the operation of the an automatic stay under Section 362(athe federal bankruptcy code of the United States or any similar Laws of any country or jurisdiction) of all Obligations, and all extensions, modifications, substitutions, amendments or renewals thereof, whether such Obligations are direct or indirect, secured or unsecured, joint or several, absolute or contingent, due or to become due, whether for payment or performance, now existing or hereafter arising (and including Obligations arising or accruing after the Bankruptcy Code or similar laws and (b) any late charges and interest provided for under the Lease (including interest accruing during the pendency commencement of any bankruptcy, insolvency, receivership reorganization, or other similar proceeding with respect to any Borrower or any Guarantor or which would have arisen or accrued but for the commencement of such proceeding, whether or not a even if the claim for such interest Obligation is allowed not enforceable or allowable in such proceeding, and including all Obligations arising from any extensions of credit under or in connection with the Loan Documents from time to time, regardless whether any such Obligations are in excess of the amount committed under or contemplated by the Loan Documents or are made in circumstances in which any condition to extension of credit is not satisfied) (all such Obligations are referred to, collectively, as the “Guaranteed Obligations” and each, as a “Guaranteed Obligation”). Lease Guarantor Notwithstanding anything to the contrary contained herein, Guaranteed Obligations shall be jointly specifically exclude any and severally liable with Tenant for the payment and performance all Excluded Hedge Liabilities. Without limitation of the Guaranteed Obligations. For the avoidance of doubtforegoing, although as a matter of process and procedure, Section 17.2 hereof sets forth a process by which Landlord may issue notice to Lease Guarantor in respect of certain Guaranteed Obligations, such process is not intended to be a predicate to the existence or accrual of Lease Guarantor’s liability for any of the Guaranteed Obligations shall be and remain Guaranteed Obligations entitled to the benefit of this Guaranty if the Administrative Agent or any of the Lenders (or any one or more assignees or transferees thereof) from time to time assign or otherwise transfer all or any portion of their respective rights and obligations under the Loan Documents, or any other Guaranteed Obligations, it being understood that all of Lease Guarantor’s obligations hereunder to any other Person, in respect accordance with the terms of the Guaranteed Obligations are unconditional Credit Agreement. In furtherance of the foregoing, each Guarantor jointly and irrevocable in all respects, irrespective of whether the process set forth in Section 17.2 has been commenced, completed or otherwise satisfied severally (but, in each case, subject to the terms and conditions of this AgreementSection 20, including the occurrence of any Guaranty Release Date)if applicable) agrees as follows.

Guaranteed Obligations. Lease Subject to Section 8.01, each Guarantor hereby absolutely, unconditionally and irrevocably guarantees to Landlordthe punctual performance and payment when due, as primary obligor and not merely as suretywhether at scheduled maturity or on any date of a required prepayment or delivery or by acceleration, the prompt and complete payment and performance in full in cash ofdemand or otherwise, without duplication, (i) of all monetary obligations of Tenant under the Lease (and, without duplication, all monetary obligations of the tenant Borrower now or hereafter existing under any New Lease obtained pursuant to and or in accordance with Section 17.1(f) respect of the Lease in connection with which Credit Agreement and the applicable Leasehold Lender has elected to retain CEC as Lease Guarantor and proceed in accordance with Section 22.2(i)(1)(Bother Loan Documents (the “Guaranteed Documents”) (including any extensions, modifications, substitutions, amendments or renewals of any or all of the Lease) of any nature (including, without limitation, during any Transition Periodforegoing Secured Obligations), includingwhether direct or indirect, without limitation, (x) Tenant’s rent and other payment obligations of any nature under the Lease (including all Rent and Additional Charges (as each such term is defined in the Lease)), (y) Tenant’s obligation to expend the Required Capital Expenditures (as defined in the Lease) in accordance with the Lease and any other expenditures required of Tenant by the terms of the Lease, including, but not limited to, the completion of the New Tower (as defined in the Lease) and the payment of all costs and expenses incurred in connection with the construction thereof, in each case to the extent required under the Leaseabsolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (z) Tenant’s obligation to pay monetary damages in connection with any breach of the Lease and to pay indemnification such obligations in each case as provided under the Lease, (ii) all Guaranty Termination Obligations (without duplication of amounts otherwise already included under clause (i)) and (iii) any sums payable to Landlord pursuant to Section 17.2.4 hereof (clauses (i), (ii) and (iii) collectively, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including fees and expenses of counsel in accordance with Section 8.03) incurred by the Administrative Agent or any other Secured Party in enforcing any rights under this Agreement or any other Guaranteed Document in accordance with Section 8.03. Without limiting the generality of the foregoing, each case including (a) Guarantor’s liability shall extend to all amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code or similar laws and (b) any late charges and interest provided for under the Lease (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, whether or not a claim for such interest is allowed or allowable in such proceeding). Lease Guarantor shall be jointly and severally liable with Tenant for the payment and performance constitute part of the Guaranteed Obligations. For Obligations and would be owed by the avoidance of doubt, although as a matter of process and procedure, Section 17.2 hereof sets forth a process by which Landlord may issue notice Borrower to Lease Guarantor in respect of certain Guaranteed Obligations, such process is not intended to be a predicate to the existence any Secured Party under or accrual of Lease Guarantor’s liability for any of the Guaranteed Obligations, it being understood that all of Lease Guarantor’s obligations hereunder in respect of the Guaranteed Documents but for the fact that they are unenforceable or not allowable due to the existence of any Insolvency Proceeding involving the Borrower. Guaranty Absolute Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Guaranteed 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 Secured Party with respect thereto. The obligations of each Guarantor under or in respect of this Agreement are unconditional independent of the Guaranteed Obligations or any other obligations of any other Loan Party under or in respect of the Loan Documents, and irrevocable in all respectsa separate action or actions may be brought and prosecuted against such Guarantor to enforce this Agreement, irrespective of whether any action is brought against any other Loan Party or whether any other Loan Party is joined in any such action or actions. The liability of each Guarantor under this Agreement shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the process set forth in Section 17.2 has been commenced, completed or otherwise satisfied (but, in each case, subject to the terms and conditions of this Agreement, including the occurrence of any Guaranty Release Date).following:

Guaranteed Obligations. Lease The Guarantor hereby absolutely and unconditionally and irrevocably guarantees to Landlord, as primary obligor and not merely as surety, the prompt punctual and complete payment performance when due of all present and performance in full in cash of, without duplication, (i) all monetary obligations of Tenant under the Lease (and, without duplication, all monetary future obligations of the tenant under any New Lease obtained pursuant to and in accordance with Section 17.1(f) of the Lease in connection with which the applicable Leasehold Lender has elected to retain CEC as Lease Guarantor and proceed in accordance with Section 22.2(i)(1)(B) of the Lease) of any nature (including, without limitation, during any Transition Period), including, without limitation, (x) Tenant’s rent and other payment obligations of any nature Borrower under the Lease Agreement to (including all Rent a) construct and Additional Charges (as each such term is defined in complete the Lease)), (y) Tenant’s obligation to expend the Required Capital Expenditures (as defined in the Lease) Improvements in accordance with the Lease requirements of the Agreement free and clear of all Lien Claims, (b) pay all costs and expenses relating to such construction, and (c) discharge all Lien Claims arising in connection with the Project or otherwise affecting any of the Collateral, in each case as such obligations may from time to time be supplemented, modified, amended, renewed and extended, whether evidenced by new or additional Documents or otherwise (the “Guaranteed Obligations”). Without limiting any other obligation of the Guarantor or Remedy of the Bank under this Guarantee, if the Borrower defaults in the performance of any Guaranteed Obligations or any Event of Default occurs and is continuing, then: (i) the Bank may, with or without notice or demand, (A) enter into such contracts and take such other action as the Bank deems appropriate to complete or partially construct all or any part of the Improvements, subject to such modifications and other changes in the Project or the plan of development as the Bank may deem appropriate, (B) pay any costs and expenses deemed necessary or desirable by the Bank in connection with any such action and any other expenditures required of Tenant unpaid costs or expenses incurred by the terms Borrower relating to construction of the LeaseImprovements (in each case whether or not such costs and expenses are contemplated by, including, but not limited toor in excess of amounts set forth in, the completion Project Budget or any applicable Line Item Budget delivered to the Bank), and (C) pay such other amounts and take such other action as the Bank may deem appropriate to discharge any Lien Claims arising in connection with the Project or otherwise affecting any of the New Tower Collateral (as defined the Bank reserving the right to suspend or terminate any such action at any time), and the Guarantor shall pay to the Bank, on demand, all costs and expenses of the Bank in taking any such action (whether or not the LeaseBank has suspended or terminated such action), together with interest at the Alternate Rate from the date of expenditure until the date of repayment to the Bank; and (ii) whether or not the Bank has previously taken any such action or has suspended or terminated such action, the Guarantor shall, upon demand by the Bank, cause all Guaranteed Obligations to be promptly performed at the sole cost and expense of the Guarantor, the Bank reserving the right to proceed under clause (i) above if the Guarantor shall at any time after any such demand default in such obligations. Subject to compliance by the Guarantor with all of its obligations under this Guarantee and the payment of all costs and expenses incurred of construction not otherwise provided for below, and further subject to satisfaction of all terms and conditions to Disbursements set forth in connection with the Agreement and other Loan Documents and such additional terms, conditions and procedures as the Bank may reasonably require, the Bank shall make available for payment of costs and expenses of construction thereof, set forth in each case the Project Budget or any applicable Line Item Budget delivered to the Bank an amount equal to any additional funds that the Bank may otherwise have been required to disburse for such costs and expenses under the terms of the Agreement as determined by the Bank in its sole discretion (but in no event to exceed an amount equal to the undisbursed proceeds of the Loan and any Borrower’s Funds held by the Bank to the extent required under that the Leasesame would otherwise have been available for disbursement for such purposes), and (z) Tenant’s obligation to pay monetary damages in connection with any breach provided that the Lien of the Lease and Trust Deed (if not previously foreclosed) is a first priority Lien with respect to pay indemnification obligations in each case as provided under the Lease, (ii) all Guaranty Termination Obligations (without duplication of amounts otherwise already included under clause (i)) and (iii) any sums payable to Landlord pursuant to Section 17.2.4 hereof (clauses (i), (ii) and (iii) collectively, the “Guaranteed Obligations”), in each case including (a) amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code or similar laws and (b) any late charges and interest provided for under the Lease (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, whether or not a claim for such interest is allowed or allowable in such proceeding). Lease Guarantor shall be jointly and severally liable with Tenant for the payment and performance of the Guaranteed Obligations. For the avoidance of doubt, although as a matter of process and procedure, Section 17.2 hereof sets forth a process by which Landlord may issue notice to Lease Guarantor in respect of certain Guaranteed Obligations, such process is not intended to be a predicate to the existence or accrual of Lease Guarantor’s liability for any of the Guaranteed Obligations, it being understood that all of Lease Guarantor’s obligations hereunder in respect of the Guaranteed Obligations are unconditional and irrevocable in all respects, irrespective of whether the process set forth in Section 17.2 has been commenced, completed or otherwise satisfied (but, in each caseamounts, subject only to the terms and conditions of this Agreement, including the occurrence of any Guaranty Release Date)Permitted Prior Exceptions.

Guaranteed Obligations. Lease To induce the Administrative Agent and the Lenders to make loans and grant other financial accommodations to the Borrowers under the Credit Agreement, each Guarantor hereby unconditionally jointly and irrevocably guarantees severally (subject to LandlordSection 18, if applicable) unconditionally, and irrevocably, guaranties to the Administrative Agent, each Lender and any provider of a Lender-Provided Interest Rate Hedge or Other Lender-Provided Financial Service Product; and becomes surety, as though it was a primary obligor and not merely as suretyfor, the prompt full and complete punctual payment and performance in full in cash ofwhen due (whether on demand, without duplicationat stated maturity, (i) all monetary obligations of Tenant under the Lease (andby acceleration, without duplication, all monetary obligations of the tenant under or otherwise and including any New Lease obtained pursuant to and in accordance with Section 17.1(f) of the Lease in connection with amounts which the applicable Leasehold Lender has elected to retain CEC as Lease Guarantor and proceed in accordance with Section 22.2(i)(1)(B) of the Lease) of any nature (including, without limitation, during any Transition Period), including, without limitation, (x) Tenant’s rent and other payment obligations of any nature under the Lease (including all Rent and Additional Charges (as each such term is defined in the Lease)), (y) Tenant’s obligation to expend the Required Capital Expenditures (as defined in the Lease) in accordance with the Lease and any other expenditures required of Tenant by the terms of the Lease, including, but not limited to, the completion of the New Tower (as defined in the Lease) and the payment of all costs and expenses incurred in connection with the construction thereof, in each case to the extent required under the Lease, and (z) Tenant’s obligation to pay monetary damages in connection with any breach of the Lease and to pay indemnification obligations in each case as provided under the Lease, (ii) all Guaranty Termination Obligations (without duplication of amounts otherwise already included under clause (i)) and (iii) any sums payable to Landlord pursuant to Section 17.2.4 hereof (clauses (i), (ii) and (iii) collectively, the “Guaranteed Obligations”), in each case including (a) amounts that would become due but for the operation of the an automatic stay under Section 362(athe federal bankruptcy code of the United States or any similar laws of any country or jurisdiction) of all Obligations, and all extensions, modifications, substitutions, amendments or renewals thereof, whether such Obligations are direct or indirect, secured or unsecured, joint or several, absolute or contingent, due or to become due, whether for payment or performance, now existing or hereafter arising (and including Obligations arising or accruing after the Bankruptcy Code or similar laws and (b) any late charges and interest provided for under the Lease (including interest accruing during the pendency commencement of any bankruptcy, insolvency, receivership reorganization, or other similar proceeding with respect to the Borrower or any Guarantor or which would have arisen or accrued but for the commencement of such proceeding, whether or not a even if the claim for such interest Obligation is allowed not enforceable or allowable in such proceeding, and including all Obligations arising from any extensions of credit under or in connection with the Loan Documents from time to time, regardless whether any such Obligations are in excess of the amount committed under or contemplated by the Loan Documents or are made in circumstances in which any condition to extension of credit is not satisfied) (all such Obligations are referred to, collectively, as the “Guaranteed Obligations” and each as a “Guaranteed Obligation”). Lease Guarantor shall be jointly and severally liable with Tenant for the payment and performance Without limitation of the Guaranteed Obligations. For the avoidance of doubtforegoing, although as a matter of process and procedure, Section 17.2 hereof sets forth a process by which Landlord may issue notice to Lease Guarantor in respect of certain Guaranteed Obligations, such process is not intended to be a predicate to the existence or accrual of Lease Guarantor’s liability for any of the Guaranteed Obligations shall be and remain Guaranteed Obligations entitled to the benefit of this Guaranty if the Administrative Agent or any of the Lenders (or any one or more assignees or transferees thereof) from time to time assign or otherwise transfer all or any portion of their respective rights and obligations under the Loan Documents, or any other Guaranteed Obligations, it being understood that all of Lease Guarantor’s obligations hereunder to any other Person, in respect accordance with the terms of the Guaranteed Obligations are unconditional Credit Agreement. In furtherance of the foregoing, each Guarantor jointly and irrevocable in all respects, irrespective of whether the process set forth in Section 17.2 has been commenced, completed or otherwise satisfied severally (but, in each case, subject to the terms and conditions of this AgreementSection 18, including the occurrence of any Guaranty Release Date)if applicable) agrees as follows.

Guaranteed Obligations. Lease (a) Subject to the express limitations set forth in subsection 2.2, Guarantor hereby irrevocably, absolutely and unconditionally and irrevocably guarantees to LandlordFannxx Xxx, as xx primary obligor and not merely as surety, the prompt full, due and complete payment and performance in full in cash of, without duplication, (i) all monetary obligations of Tenant under the Lease (and, without duplication, all monetary obligations of the tenant under any New Lease obtained pursuant to and in accordance with Section 17.1(f) of the Lease in connection with which the applicable Leasehold Lender has elected to retain CEC as Lease Guarantor and proceed in accordance with Section 22.2(i)(1)(B) of the Lease) of any nature (including, without limitation, during any Transition Period), including, without limitation, (x) Tenant’s rent and other payment obligations of any nature under the Lease (including all Rent and Additional Charges (as each such term is defined in the Lease)), (y) Tenant’s obligation to expend the Required Capital Expenditures (as defined in the Lease) in accordance with the Lease and any other expenditures required of Tenant by the terms of the Lease, including, but not limited to, the completion of the New Tower (as defined in the Lease) and the punctual payment of all costs and expenses incurred in connection with the construction thereof, in obligations of each case to the extent required under the Lease, and (z) Tenant’s obligation to pay monetary damages in connection with any breach of the Lease and Borrowers to pay indemnification obligations in each case as provided under Fannxx Xxx when the Leasesame shall become due (whether at stated maturity, (ii) all Guaranty Termination Obligations (without duplication of amounts otherwise already included under clause (i)) and (iii) any sums payable to Landlord pursuant to Section 17.2.4 hereof (clauses (i)by required prepayment, (ii) and (iii) collectivelydeclaration, the “Guaranteed Obligations”)acceleration, in each case demand or otherwise, including (a) amounts that would become due but for the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code (the "BANKRUPTCY CODE"), 11 U.S.C. Section 362(a)), now or similar laws hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated and however arising under or in connection with the respective Transaction Documents to which such Borrower is a party (collectively, the "BORROWER OBLIGATIONS"), including (i) those obligations arising under successive transactions under such Transaction Documents which shall either continue the respective Borrower Obligations or from time to time renew them after they have been satisfied and (bii) any late charges and interest provided which, but for under the Lease (including interest accruing during filing of a petition in bankruptcy with respect to the pendency of any bankruptcyrespective Borrower, insolvency, receivership or other similar proceedingwould have accrued on such Borrower Obligations, whether or not a claim is allowed against such Borrower for such interest in the related bankruptcy proceeding. This Guaranty is allowed an unconditional guaranty of payment and not of collection, and is in no way conditioned upon any attempt by Fannxx Xxx xx collect from Borrowers or allowable any of them. This Guaranty is a continuing guaranty which shall remain in such proceeding). Lease full force and effect during and until the expiration of the Guaranty Period, and Guarantor shall not be jointly and severally liable with Tenant for the payment and performance of the Guaranteed Obligations. For the avoidance of doubt, although as a matter of process and procedure, Section 17.2 hereof sets forth a process by which Landlord may issue notice released from any obligations to Lease Guarantor in respect of certain Guaranteed Obligations, such process is not intended to be a predicate Fannxx Xxx under this Guaranty prior to the existence or accrual expiration of Lease Guarantor’s liability for any of the Guaranteed Obligations, it being understood that all of Lease Guarantor’s obligations hereunder in respect of the Guaranteed Obligations are unconditional and irrevocable in all respects, irrespective of whether the process set forth in Section 17.2 has been commenced, completed or otherwise satisfied (but, in each case, subject to the terms and conditions of this Agreement, including the occurrence of any Guaranty Release Date).the

Guaranteed Obligations. Lease Except as limited by the third to last sentence of this Section 3.1, the Guarantor does hereby irrevocably and unconditionally and irrevocably guarantees to Landlordguarantee, as primary obligor and not merely as surety, in solido with the prompt Lessee, to each Beneficiary (a) until final and complete indefeasible payment thereof has been made, the due and performance in full in cash ofpunctual payment to the Person entitled to receive such payment from the Lessee, without duplicationwhen due, (i) whether by acceleration or otherwise, of all monetary obligations of Tenant amounts payable at any time by the Lessee under the Lease agreements set forth on Schedule 3.1 hereto and any other Operative Document to which it is or is to become a party (andthe “Guaranteed Agreements”), without duplicationhowever created, all monetary obligations arising or evidenced, whether direct or indirect, primary or secondary, absolute or contingent, joint or several, and whether now or hereafter existing or due or to become due, and (b) the full and prompt performance by the Lessee of each and every duty, agreement, covenant, undertaking, indemnity and obligation of the tenant Lessee under any New Lease obtained pursuant to and in accordance with Section 17.1(f) of the Lease in connection with which the applicable Leasehold Lender has elected to retain CEC as Lease Guarantor and proceed in accordance with Section 22.2(i)(1)(B) of the Lease) terms of any nature Guaranteed Agreement however created, arising or evidenced, whether direct or indirect, primary or secondary, absolute or contingent, joint, solidary or several, and whether now or hereafter existing or due or to become due, taking into account applicable notice and grace periods. The Guarantor hereby agrees that if for any reason (including, without limitation, during the liquidation, winding-up, dissolution, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, composition or readjustment of, or other similar proceedings affecting the status, existence, assets or obligations of, the Lessee) the Lessee shall fail fully and promptly to pay any Transition Periodamount payable at any time under any Guaranteed Agreement as and when the same shall become due and payable, or if the Lessee shall fail to perform and discharge any duty, agreement, covenant, undertaking or obligation of the Lessee under any Guaranteed Agreement, then the Guarantor (i) in the event of any such failure to make payment of any amount, shall pay such amount (together with interest on such amount, after the due date, at the Overdue Rate) to the Person entitled thereto on or before the fifth Business Day following demand therefor by a Beneficiary (provided that no such demand shall be required, and such amount shall automatically become due, if demand is prohibited by applicable Governmental Rules), including, without limitation, and (xii) Tenant’s rent and other payment obligations in the event of any nature under failure to perform and discharge any such other duty, agreement, covenant, undertaking or obligation, shall cause the Lease same to be performed and discharged promptly following demand for such performance or discharge by a Beneficiary but in any event before the fifth Business day following such demand. The amounts payable by, and the duties, agreements, covenants, undertakings and obligations of, the Lessee hereby guaranteed (including all Rent and Additional Charges (as each such term is defined in the Lease)), (y) Tenant’s obligation to expend the Required Capital Expenditures (as defined in the Lease) in accordance with the Lease and any other expenditures required of Tenant by the terms of the Lease, including, but not limited to, any amounts payable by the completion Lessee on account of any of the New Tower (Lessee’s representations and warranties not being true and accurate when made) are hereinafter referred to collectively as defined the “Guaranteed Obligations” and individually as a “Guaranteed Obligation”. The provisions of this Section 3.1 and the term “Guaranteed Obligations” shall include any payment due by the Lessee as a result of the exercise by Lessor or, so long as the Lien of the Indenture is in effect, the Indenture Trustee, of remedies to the extent provided in the Lease) and Operative Documents following the occurrence of a Lease Event of Default, including, without limitation, the payment of all costs any Base Rent or Supplemental Rent owing on or prior to the date such payment is due, but, notwithstanding the foregoing, shall specifically exclude the payment of Base Termination Value and expenses incurred in connection with the construction thereof, Termination Value unless an Event of Loss has occurred (in each case to the extent required under the Lease, less (i) any current Base Rent and (zii) Tenant’s obligation any Lessee Section 467 Loan Balance then payable as part thereof). For purposes of clarity, the Guaranteed Obligations shall include all Supplemental Rent, including, without limitation, the Swap Breakage Amount, indemnification payments, payment of insurance premiums with respect to pay monetary damages in connection with any breach insurance required to be maintained under Section 13 of the Lease and to pay indemnification obligations any other amounts due and owing by Lessee under Section 18.1 of the Lease, which in each case as provided under the Lease, (ii) all Guaranty Termination Obligations (without duplication of amounts otherwise already included under clause (i)) and (iii) any sums payable to Landlord pursuant to Section 17.2.4 hereof (clauses (i), (ii) and (iii) collectively, the “Guaranteed Obligations”), in each case including (a) amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code or similar laws and (b) any late charges and interest provided for under the Lease (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, whether or not a claim for such interest is allowed or allowable in such proceeding). Lease Guarantor shall be jointly and severally liable with Tenant for the payment and performance included as part of the Guaranteed Obligations. For Any act by the avoidance Owner Participant, the Lessor or any Person claiming by or through any such Person, to declare a Lease Event of doubt, although as a matter of process and procedure, Default under Section 17.2 hereof sets forth a process by which Landlord may issue notice to Lease Guarantor in respect of certain Guaranteed Obligations, such process is not intended to be a predicate to the existence or accrual of Lease Guarantor’s liability for any 16.1 of the Guaranteed Obligations, it being understood that all Lease or to demand payment of Base Termination Value or Termination Value (together with any Section 467 Loan Balance payable by reference thereto) upon a Lease Guarantor’s obligations hereunder in respect Event of the Guaranteed Obligations are unconditional and irrevocable in all respects, irrespective of whether the process set forth in Section 17.2 has been commenced, completed or otherwise satisfied (butDefault, in each casecase in order to draw on any Acceptable Letter of Credit, subject to shall not affect the terms and conditions obligations of the Guarantor under this Agreement, including the occurrence of any Guaranty Release Date)Guaranty.

Guaranteed Obligations. Lease Each Guarantor hereby irrevocably and unconditionally and irrevocably guarantees to Landlordguarantees, as primary obligor and not merely as suretyfor its own debt, until final and indefeasible payment has been made, the prompt due and complete punctual payment of the principal and performance in full in cash ofinterest and Make-Whole Amount, without duplicationif any, (i) on all monetary obligations Notes at any time outstanding and the due and punctual payment of Tenant all moneys payable, and all other indebtedness owing, by the Company under the Lease Note Purchase Agreement (andcollectively, without duplicationthe "Guaranteed Obligations") in each case when and as the same shall become due and payable, whether at maturity, pursuant to optional prepayment, by acceleration or otherwise, all monetary obligations of the tenant under any New Lease obtained pursuant to and in accordance with Section 17.1(f) of the Lease in connection with which the applicable Leasehold Lender has elected to retain CEC as Lease Guarantor and proceed in accordance with Section 22.2(i)(1)(B) of the Lease) of any nature (including, without limitation, during any Transition Period), including, without limitation, (x) Tenant’s rent and other payment obligations of any nature under the Lease (including all Rent and Additional Charges (as each such term is defined in the Lease)), (y) Tenant’s obligation to expend the Required Capital Expenditures (as defined in the Lease) in accordance with the Lease terms and any other expenditures required of Tenant by provisions thereof; it being the terms intent of the Lease, including, but not limited to, Guarantors that the completion of the New Tower (as defined in the Lease) and the payment of all costs and expenses incurred in connection with the construction thereof, in each case to the extent required under the Lease, and (z) Tenant’s obligation to pay monetary damages in connection with any breach of the Lease and to pay indemnification obligations in each case as provided under the Lease, (ii) all Guaranty Termination Obligations (without duplication of amounts otherwise already included under clause (i)) and (iii) any sums payable to Landlord pursuant to Section 17.2.4 hereof (clauses (i), (ii) and (iii) collectively, the “Guaranteed Obligations”), in each case including (a) amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code or similar laws and (b) any late charges and interest provided for under the Lease (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, whether or not a claim for such interest is allowed or allowable in such proceeding). Lease Guarantor shall be jointly and severally liable with Tenant for the payment and performance of the Guaranteed Obligations. For the avoidance of doubt, although as a matter of process and procedure, Section 17.2 hereof sets forth a process by which Landlord may issue notice to Lease Guarantor in respect of certain Guaranteed Obligations, such process is not intended to be a predicate to the existence or accrual of Lease Guarantor’s liability for any of the Guaranteed Obligations, it being understood that all of Lease Guarantor’s obligations hereunder in respect of the Guaranteed Obligations are unconditional and irrevocable in all respects, irrespective of whether the process guaranty set forth in this Section 17.2 has been commenced10 shall be a guaranty of payment and not a guaranty of collection. Each Guarantor hereby further unconditionally guarantees the punctual and faithful performance, completed keeping, observance and fulfillment by the Company of all duties, agreements, covenants and obligations of the Company contained in the Notes and in the Note Purchase Agreement. In the event the Company fails to make, on or otherwise satisfied before the due date thereof, any payment to be made of any principal amount of, or interest or Make-Whole Amount (butif any) on, or in each caserespect of, subject the Notes or of any other amounts due under the Notes and/or the Note Purchase Agreement or if the Company shall fail to perform, keep, observe or fulfill any such obligation as aforesaid in the terms and conditions manner provided in any one or more of this the Notes and/or the Note Purchase Agreement, including each Guarantor shall cause forthwith to be paid the occurrence of any Guaranty Release Date)moneys to be paid and shall cause to be performed, kept, observed or fulfilled the obligations to be performed, kept, observed or fulfilled as if such payment or performance, as the case may be, were being made under the Notes or the Note Purchase Agreement, as appropriate.

Guaranteed Obligations. Lease Guarantor Each Guarantor, jointly and severally, hereby irrevocably and unconditionally and irrevocably guarantees guaranties to Landlordthe Beneficiaries, as primary obligor and not merely as suretyfor its own debt, until final and indefeasible payment thereof has been made, the prompt due and complete punctual payment and performance in full in cash of, without duplication, (i) all monetary obligations of Tenant under the Lease (and, without duplication, all monetary obligations of the tenant under any New Lease obtained pursuant to and in accordance with Section 17.1(f) of the Lease in connection with which the applicable Leasehold Lender has elected to retain CEC as Lease Guarantor and proceed in accordance with Section 22.2(i)(1)(B) of the Lease) of any nature (including, without limitation, during any Transition Period), including, without limitation, (x) Tenant’s rent and other payment obligations of any nature under the Lease (including all Rent and Additional Charges (as each such term is defined in the Lease)), (y) Tenant’s obligation to expend the Required Capital Expenditures (as defined in the Lease) in accordance with the Lease and any other expenditures required of Tenant by the terms of the Lease, including, but not limited to, the completion of the New Tower (as defined in the Lease) and the payment of all costs and expenses incurred in connection with the construction thereof, in each case to the extent required under the Lease, and (z) Tenant’s obligation to pay monetary damages in connection with any breach of the Lease and to pay indemnification obligations in each case as provided under the Lease, (ii) all Guaranty Termination Obligations (without duplication of amounts otherwise already included under clause (i)) and (iii) any sums payable to Landlord pursuant to Section 17.2.4 hereof (clauses (i), (ii) and (iii) collectively, the “Guaranteed Obligations”), in each case including (a) amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code or similar laws and (b) any late charges and interest provided for under the Lease (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, whether or not a claim for such interest is allowed or allowable in such proceeding). Lease Guarantor shall be jointly and severally liable with Tenant for the payment and performance of the Guaranteed Obligations. For the avoidance of doubt, although as a matter of process and procedure, Section 17.2 hereof sets forth a process by which Landlord may issue notice to Lease Guarantor in respect of certain Guaranteed Obligations, such process is not intended to be a predicate to the existence or accrual of Lease Guarantor’s liability for any of the Guaranteed Obligations, in each case when and as the same shall become due and payable, whether at maturity, by acceleration, or otherwise; it being understood the intent of each Guarantor that all of Lease Guarantor’s obligations hereunder in respect of the Guaranteed Obligations are unconditional and irrevocable in all respects, irrespective of whether the process guaranty set forth in Section 17.2 herein shall be a guaranty of payment and not a guaranty of collection; provided, however, that each Guarantor shall be liable under this Guaranty for the maximum amount of such liability that can be incurred without rendering this Guaranty, as it relates to such Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount. Each Guarantor represents and warrants to the Beneficiaries that (i) neither this Guaranty nor any collateral security therefor has been commencedgiven with an intent to hinder, completed delay or otherwise satisfied defraud any creditor of such Guarantor; (butii) such Guarantor is not engaged, or about to engage, in each case, subject any business or transaction for which its assets (other than those necessary to satisfy its obligations under this Guaranty or those given as collateral security for such obligations) are unreasonably small in relation to the terms business or transaction, nor does such Guarantor intend to incur, or believe or reasonably should believe that it will incur, debts beyond its ability to pay as they become due; and conditions (iii) such Guarantor is not insolvent at the time it gives this Guaranty, and the giving of this AgreementGuaranty and any collateral security provided in connection herewith will not result in such Guarantor becoming insolvent. Each Guarantor hereby covenants and agrees that, including as long as this Guaranty remains in effect, such Guarantor (i) shall incur no indebtedness beyond its ability to repay the occurrence of same in full in accordance with the terms thereof and (ii) shall not take any action, or suffer to occur any omission, which could give rise to a claim by any third party to set aside this Guaranty Release Date)or any collateral given in connection herewith, or in any manner impair the Beneficiaries’ rights and privileges hereunder or thereunder.

Guaranteed Obligations. Lease To induce the Agent and the Banks to make loans and grant other financial accommodations to the Borrowers under the Credit Agreement, each Guarantor hereby unconditionally jointly and irrevocably guarantees severally unconditionally, and irrevocably, guaranties to Landlordthe Agent, each Bank and any IRH Provider; and becomes surety, as though it was a primary obligor and not merely as suretyfor, the prompt full and complete punctual payment and performance in full in cash ofwhen due (whether on demand, without duplicationat stated maturity, (i) all monetary obligations of Tenant under the Lease (andby acceleration, without duplication, all monetary obligations of the tenant under or otherwise and including any New Lease obtained pursuant to and in accordance with Section 17.1(f) of the Lease in connection with amounts which the applicable Leasehold Lender has elected to retain CEC as Lease Guarantor and proceed in accordance with Section 22.2(i)(1)(B) of the Lease) of any nature (including, without limitation, during any Transition Period), including, without limitation, (x) Tenant’s rent and other payment obligations of any nature under the Lease (including all Rent and Additional Charges (as each such term is defined in the Lease)), (y) Tenant’s obligation to expend the Required Capital Expenditures (as defined in the Lease) in accordance with the Lease and any other expenditures required of Tenant by the terms of the Lease, including, but not limited to, the completion of the New Tower (as defined in the Lease) and the payment of all costs and expenses incurred in connection with the construction thereof, in each case to the extent required under the Lease, and (z) Tenant’s obligation to pay monetary damages in connection with any breach of the Lease and to pay indemnification obligations in each case as provided under the Lease, (ii) all Guaranty Termination Obligations (without duplication of amounts otherwise already included under clause (i)) and (iii) any sums payable to Landlord pursuant to Section 17.2.4 hereof (clauses (i), (ii) and (iii) collectively, the “Guaranteed Obligations”), in each case including (a) amounts that would become due but for the operation of the an automatic stay under Section 362(athe federal bankruptcy code of the United States or any similar laws of any country or jurisdiction) of all Obligations, and all extensions, modifications, renewals, refinancings or refundings thereof, whether such obligations, liabilities, or indebtedness are direct or indirect, secured or unsecured, joint or several, absolute or contingent, due or to become due, whether for payment or performance, now existing or hereafter arising (and including obligations, liabilities, and indebtedness arising or accruing after the Bankruptcy Code or similar laws and (b) any late charges and interest provided for under the Lease (including interest accruing during the pendency commencement of any bankruptcy, insolvency, receivership reorganization, or other similar proceeding with respect to the Borrower or any Guarantor or which would have arisen or accrued but for the commencement of such proceeding, whether or not a even if the claim for such interest obligation, liability, or indebtedness is allowed not enforceable or allowable in such proceeding, and including all Obligations, liabilities, and indebtedness arising from any extensions of credit under or in connection with the Loan Documents from time to time, regardless whether any such Obligations are in excess of the amount committed under or contemplated by the Loan Documents or are made in circumstances in which any condition to extension of credit is not satisfied) (all such obligations, liabilities and indebtedness are referred to, collectively, as the "Guaranteed Obligations" and each as a "Guaranteed Obligation"). Lease Guarantor shall be jointly and severally liable with Tenant for the payment and performance Without limitation of the Guaranteed Obligations. For the avoidance of doubtforegoing, although as a matter of process and procedure, Section 17.2 hereof sets forth a process by which Landlord may issue notice to Lease Guarantor in respect of certain Guaranteed Obligations, such process is not intended to be a predicate to the existence or accrual of Lease Guarantor’s liability for any of the Guaranteed Obligations shall be and remain Guaranteed Obligations entitled to the benefit of this Guaranty if the Agent or any of the Banks (or any one or more assignees or transferees thereof) from time to time assign or otherwise transfer all or any portion of their respective rights and obligations under the Loan Documents, or any other Guaranteed Obligations, it being understood that all of Lease Guarantor’s obligations hereunder to any other Person, in respect accordance with the terms of the Guaranteed Obligations are unconditional Credit Agreement. In furtherance of the foregoing, each Guarantor jointly and irrevocable in all respects, irrespective of whether the process set forth in Section 17.2 has been commenced, completed or otherwise satisfied (but, in each case, subject to the terms and conditions of this Agreement, including the occurrence of any Guaranty Release Date)severally agrees as follows.

Guaranteed Obligations. Lease To induce the Administrative Agent and the Lenders to make loans and grant other financial accommodations to the Borrowers under the Credit Agreement, each Guarantor hereby unconditionally jointly and irrevocably guarantees severally (subject to LandlordSection 18, if applicable) unconditionally, and irrevocably, guaranties to the Administrative Agent, each Lender and any provider of a Lender-Provided Interest Rate Hedge; and becomes surety, as though it was a primary obligor and not merely as suretyfor, the prompt full and complete punctual payment and performance in full in cash ofwhen due (whether on demand, without duplicationat stated maturity, (i) all monetary obligations of Tenant under the Lease (andby acceleration, without duplication, all monetary obligations of the tenant under or otherwise and including any New Lease obtained pursuant to and in accordance with Section 17.1(f) of the Lease in connection with amounts which the applicable Leasehold Lender has elected to retain CEC as Lease Guarantor and proceed in accordance with Section 22.2(i)(1)(B) of the Lease) of any nature (including, without limitation, during any Transition Period), including, without limitation, (x) Tenant’s rent and other payment obligations of any nature under the Lease (including all Rent and Additional Charges (as each such term is defined in the Lease)), (y) Tenant’s obligation to expend the Required Capital Expenditures (as defined in the Lease) in accordance with the Lease and any other expenditures required of Tenant by the terms of the Lease, including, but not limited to, the completion of the New Tower (as defined in the Lease) and the payment of all costs and expenses incurred in connection with the construction thereof, in each case to the extent required under the Lease, and (z) Tenant’s obligation to pay monetary damages in connection with any breach of the Lease and to pay indemnification obligations in each case as provided under the Lease, (ii) all Guaranty Termination Obligations (without duplication of amounts otherwise already included under clause (i)) and (iii) any sums payable to Landlord pursuant to Section 17.2.4 hereof (clauses (i), (ii) and (iii) collectively, the “Guaranteed Obligations”), in each case including (a) amounts that would become due but for the operation of the an automatic stay under Section 362(athe federal bankruptcy code of the United States or any similar laws of any country or jurisdiction) of all Obligations, and all extensions, modifications, substitutions, amendments or renewals thereof, whether such Obligations are direct or indirect, secured or unsecured, joint or several, absolute or contingent, due or to become due, whether for payment or performance, now existing or hereafter arising (and including Obligations arising or accruing after the Bankruptcy Code or similar laws and (b) any late charges and interest provided for under the Lease (including interest accruing during the pendency commencement of any bankruptcy, insolvency, receivership reorganization, or other similar proceeding with respect to the Borrower or any Guarantor or which would have arisen or accrued but for the commencement of such proceeding, whether or not a even if the claim for such interest Obligation is allowed not enforceable or allowable in such proceeding, and including all Obligations arising from any extensions of credit under or in connection with the Loan Documents from time to time, regardless whether any such Obligations are in excess of the amount committed under or contemplated by the Loan Documents or are made in circumstances in which any condition to extension of credit is not satisfied) (all such Obligations are referred to, collectively, as the "Guaranteed Obligations" and each as a "Guaranteed Obligation"). Lease Guarantor shall be jointly and severally liable with Tenant for the payment and performance Without limitation of the Guaranteed Obligations. For the avoidance of doubtforegoing, although as a matter of process and procedure, Section 17.2 hereof sets forth a process by which Landlord may issue notice to Lease Guarantor in respect of certain Guaranteed Obligations, such process is not intended to be a predicate to the existence or accrual of Lease Guarantor’s liability for any of the Guaranteed Obligations shall be and remain Guaranteed Obligations entitled to the benefit of this Guaranty if the Administrative Agent or any of the Lenders (or any one or more assignees or transferees thereof) from time to time assign or otherwise transfer all or any portion of their respective rights and obligations under the Loan Documents, or any other Guaranteed Obligations, it being understood that all of Lease Guarantor’s obligations hereunder to any other Person, in respect accordance with the terms of the Guaranteed Obligations are unconditional Credit Agreement. In furtherance of the foregoing, each Guarantor jointly and irrevocable in all respects, irrespective of whether the process set forth in Section 17.2 has been commenced, completed or otherwise satisfied severally (but, in each case, subject to the terms and conditions of this AgreementSection 18, including the occurrence of any Guaranty Release Date)if applicable) agrees as follows.

Guaranteed Obligations. Lease The Performance Guarantor does hereby irrevocably and unconditionally and irrevocably guarantees to Landlordguarantee, as primary obligor and not merely as suretya surety to each of the Beneficiaries, the full and prompt and complete payment and performance in full in cash of, without duplication, (i) all monetary obligations of Tenant under the Lease (and, without duplication, all monetary obligations by each of the tenant Seller and the Servicer (collectively, the "Primary Obligors", and each individually, a "Primary Obligor") of each and every duty, agreement, covenant, undertaking, indemnity and obligation required to be performed or discharged by any Primary Obligor under any New Lease obtained pursuant to and in strict accordance with Section 17.1(f) of the Lease in connection with which the applicable Leasehold Lender has elected to retain CEC as Lease Guarantor and proceed in accordance with Section 22.2(i)(1)(B) of the Lease) of any nature (including, without limitation, during any Transition Period), including, without limitation, (x) Tenant’s rent and other payment obligations of any nature under the Lease (including all Rent and Additional Charges (as each such term is defined in the Lease)), (y) Tenant’s obligation to expend the Required Capital Expenditures (as defined in the Lease) in accordance with the Lease and any other expenditures required of Tenant by the terms of the LeaseReceivables Purchase Agreement, includingand any other agreement, but not limited to, the completion of the New Tower (as defined in the Lease) and the payment of all costs and expenses incurred in connection with the construction thereof, in each case instrument or other document executed by any Primary Obligor pursuant thereto or pursuant to the extent required under the Lease, and transactions contemplated thereby (z) Tenant’s obligation to pay monetary damages in connection with any breach of the Lease and to pay indemnification obligations in each case as provided under the Lease, (ii) all Guaranty Termination Obligations (without duplication of amounts otherwise already included under clause (i)) and (iii) any sums payable to Landlord pursuant to Section 17.2.4 hereof (clauses (i), (ii) and (iii) collectively, the “"Guaranteed Obligations”)Agreements") however created, in each case including (a) amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code arising or similar laws and (b) any late charges and interest provided for under the Lease (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceedingevidenced, whether direct or not a claim indirect, primary or secondary, absolute or contingent, joint or several, and whether now or hereafter existing or due or to become due. The Performance Guarantor hereby agrees that if for any reason any Primary Obligor shall fail to perform and discharge any duty, agreement, covenant, undertaking or obligation of such interest is allowed or allowable in such proceeding). Lease Primary Obligor under any Guaranteed Agreement, then the Performance Guarantor shall be jointly and severally liable with Tenant for promptly perform such duty, agreement, covenant, undertaking or obligation or cause the payment and performance of the Guaranteed Obligations. For the avoidance of doubt, although as a matter of process and procedure, Section 17.2 hereof sets forth a process by which Landlord may issue notice to Lease Guarantor in respect of certain Guaranteed Obligations, such process is not intended same to be a predicate to the existence or accrual of Lease Guarantor’s liability for any of the Guaranteed Obligations, it being understood that all of Lease Guarantor’s obligations hereunder in respect of the Guaranteed Obligations are unconditional promptly performed and irrevocable in all respects, irrespective of whether the process set forth in Section 17.2 has been commenced, completed or otherwise satisfied (butdischarged, in each case, subject without regard to any exercise or nonexercise by any Beneficiary of any right, remedy, power or privilege under or in respect of any Guaranteed Agreement against any Primary Obligor. The Performance Guarantor also agrees to indemnify the Beneficiaries against any loss, cost, expense or other damage arising from the failure of the Primary Obligors to duly perform or discharge any duty, agreement, covenant, undertaking or obligation under any Guaranteed Agreement or from the failure of the Performance Guarantor to perform or discharge any duty, agreement, covenant, undertaking or obligation hereunder, or arising from the failure of the Servicer to maintain a perfected security interest in the Mutual Fund Shares or the failure of the Agent (for the benefit of the Beneficiaries) to receive and maintain a perfected security interest in each Receivable (and related Collections) and to maintain a security interest in the Mutual Fund Shares, in each case purported to be transferred and assigned to the terms Agent pursuant to the Guaranteed Agreements provided however, the Agent shall not be indemnified for -------- ------- the failure to have such a perfected security interest maintained in favor of the Agent (for the benefit of the Beneficiaries) to the extent such failure results solely from the gross negligence or willful misconduct of the Agent. The duties, agreements, covenants, undertakings and conditions of this Agreement, obligations required to be performed or discharged by the Primary Obligors hereby guaranteed are hereinafter referred to collectively as the "Guaranteed Obligations" and individually as a "Guaranteed Obligation". The Performance Guarantor agrees to reimburse each Beneficiary on demand for any and all expenses (including reasonable counsel fees and expenses) incurred by such Beneficiary in attempting to obtain the occurrence performance by any Primary Obligor of any Guaranty Release Date)of their respective obligations under the Guaranteed Agreements, by the Performance Guarantor of the obligations hereunder or in enforcing or attempting to enforce any other rights under this Performance Guaranty.