Common use of Guarantied Obligations Clause in Contracts

Guarantied Obligations. The first full paragraph of the Guaranty is deleted and the following inserted in lieu thereof: The undersigned Station Casinos, Inc., a Nevada corporation (“Guarantor”), and an affiliate of GV Ranch Station, Inc. (“Station”), a Nevada corporation, hereby irrevocably and unconditionally guarantees the payment and performance (A) by Station pursuant to Section 4.2 of the Operating Agreement, dated March 10, 2000 (the “Agreement”), as amended by the First Amendment to Operating Agreement, dated September 17, 2001, and the Second Amendment to Operating Agreement, dated December 19, 2003 (as amended, the “Agreement”) of Green Valley Ranch Gaming, LLC (the “Company”), to the same extent that Station is bound thereby, (B) by Station and Guarantor of their obligations under the Pledge/Guaranty Documents, (C) by Station to pay any Default Loan and any Default Loan Interest arising from a failure by Station to make a Required Guaranty Payment, (D) by Station of the Twenty-Five Percent Payment (to the extent that the same is owing under the Agreement) for the period commencing on the date on which Station’s payment obligation begins and ending on the earlier to occur of (a) one year from such date, and (b) the date on which such payment obligation which Station fails to make in breach of Section 4.2 of the Agreement has been satisfied, and (E) of all costs (including reasonable attorney’s fees and costs of in-house counsel) incurred in enforcing this Guaranty resulting from a default by Station or Guarantor under any of the Pledge/Guaranty Agreements or this Agreement. (Any term with its initial letter capitalized and not otherwise defined herein shall have the meaning ascribed to it in the Agreement.) This Guaranty is for the benefit of (i) the Company with respect to subparagraphs (A), (B), (D) and (E) above, and (ii) GCR with respect to subparagraphs (A), (B), (C), (D) and (E) above. The amounts guaranteed by this Guaranty shall be limited as follows: (i) so long as any monetary obligations under the Construction Financing or Expansion Financing (if any) remain outstanding or liens securing the same are in effect, $21,400,000.00, and (ii) from and after the payment in full of the Construction Financing and Expansion Financing (and the release of all liens securing the same and termination of all agreements related thereto), the obligations guaranteed hereby shall be limited to those set forth in Sections 4.2(b) and 4.2(c) of the Agreement and subparagraph (E) above and shall be limited to $15,000,000.00 in aggregate; provided, however, that the amounts guarantied hereby shall not be reduced as set forth in this sentence until all Default Loans, Default Loan Interest and Twenty-Five Percent Payment owing to GCR are paid in full. Notwithstanding the foregoing paragraph, the undersigned irrevocably and unconditionally guarantees, without dollar limitation, the payment and performance of Station’s obligations, including indemnity obligations, set forth in Section 4.2(f) of the Agreement.

Guarantied Obligations. The first full paragraph Subject only to the specific limitations contained in this Section 1, Guarantor hereby unconditionally, absolutely and irrevocably, as a primary obligor and not merely as a surety, guaranties to the Lender the punctual and complete payment when due, whether at or after maturity, upon acceleration or otherwise of (and indemnifies and holds the Lender harmless against any loss resulting from the failure of such complete and punctual payment when due to occur): (i) Operating Expenses for the Mortgaged Property; (ii) any Holdover Damages (as such term is defined in Section 1(B)(ii) of that certain Lease Agreement, dated July 13, 2000, between the Property Owner, as landlord, and Holland & Knight, LLP, as tenant) [TO BE DELETED UPON REVIEW OF H & k ESTOPPEL]; (iii) any amounts which are payable pursuant to Section 37(d)(ii) of the Bank One Lease; (iv) any Make-Whole Amount, IRR Amount, Exit Fee and Breakage Fee payable under the Loan Documents and (v) all interest payable under the Loan Documents, including, without limitation, all interest accruing after maturity, acceleration or the realization upon any collateral, including, without limitation, interest that would otherwise be owed by Borrower under the Loan Documents but the payment of which is unenforceable or not allowable due to the existence or a bankruptcy, reorganization or similar proceeding involving Borrower or the Property Owner, at the rate or rates, including the applicable Default Rate, set forth in the Loan Agreement, and any late charges, fees or other amounts due by reason of any late payment of interest (all obligations under clauses (i) through (v) of this Section 1(a), without duplication of and except for any amounts paid by Guarantor pursuant to that certain Guaranty is deleted of Interest and Operating Costs by and between Guarantor and the following inserted in lieu thereof: The undersigned Station CasinosSenior Lender, Inc.the "Guarantied Obligations"); provided, a Nevada corporation however, that Guarantor shall not be liable (“Guarantor”), and an affiliate of GV Ranch Station, Inc. (“Station”), a Nevada corporation, hereby irrevocably and unconditionally guarantees the payment and performance but Borrower shall remain liable) for any (A) by Station pursuant to Section 4.2 of interest payable under the Operating Agreement, dated March 10, 2000 Loan Documents that first accrues (the “Agreement”), as amended by the First Amendment to Operating Agreement, dated September 17, 2001, and the Second Amendment to Operating Agreement, dated December 19, 2003 (as amended, the “Agreement”) of Green Valley Ranch Gaming, LLC (the “Company”), to the same extent that Station is bound thereby, (B) by Station and but without relieving Guarantor of their obligations under the Pledge/Guaranty Documents, (Cits responsibility for any such interest theretofore accrued) by Station to pay any Default Loan and any Default Loan Interest arising from a failure by Station to make a Required Guaranty Payment, (D) by Station of the Twenty-Five Percent Payment (to the extent that the same is owing under the Agreement) for the period commencing on the date on which Station’s payment obligation begins and ending on after the earlier to occur of (a) one year from such date, and (b1) the date on which such payment obligation which Station fails of transfer to make the Lender or any third party of title to the Collateral pursuant to a transfer in breach lieu of Section 4.2 foreclosure thereof and (2) the date that is six (6) months after the transfer to the Lender or any Affiliate of the Agreement has been satisfied, and Lender of title to the Collateral pursuant to a foreclosure or UCC sale thereof (E) of all costs (including reasonable attorney’s fees and costs of in-house counsel) incurred in enforcing this Guaranty resulting from a default by Station or Guarantor under any of the Pledge/Guaranty Agreements or this Agreement. (Any term with its initial letter capitalized and not otherwise defined herein shall have the meaning ascribed to it in the Agreement.) This Guaranty is for the benefit of (i) the Company with respect to subparagraphs (A), (B), (D) and (E) above, and (ii) GCR with respect to subparagraphs (A), (B), (C), (D) and (E) above. The amounts guaranteed by this Guaranty shall be limited as follows: (i) so long as any monetary obligations under the Construction Financing or Expansion Financing (if any) remain outstanding or liens securing the same are in effect, $21,400,000.00, and (ii) from and after the payment in full of the Construction Financing and Expansion Financing (and the release of all liens securing the same and termination of all agreements related thereto), the obligations guaranteed hereby shall be limited to those set forth in Sections 4.2(b) and 4.2(c) of the Agreement and subparagraph (E) above and shall be limited to $15,000,000.00 in aggregate; provided, however, that the amounts guarantied hereby shall not be reduced as set forth in this sentence until all Default Loans, Default Loan Interest and Twenty-Five Percent Payment owing to GCR are paid in full. Notwithstanding the foregoing paragraph, the undersigned irrevocably and unconditionally guarantees, without dollar limitation, the payment and performance of Station’s obligations, including indemnity obligations, set forth in Section 4.2(f) Guarantor's unsatisfied obligations under each of the Agreementother Guaranties and the Environmental Indemnity shall continue to accrue interest to the extent provided in such other documents until satisfied) and (B) Operating Expenses for the Mortgaged Property that accrue after the earliest to occur of (1) the date of transfer to the Lender or any third party of title to the Collateral pursuant to a transfer in lieu of foreclosure thereof, (2) the date that is six (6) months after the transfer to the Lender or any Affiliate of the Lender of title to the Collateral, pursuant to a foreclosure or UCC sale thereof and (3) the date that the Lender or any Affiliate of the Lender sells or conveys the Collateral to a third party after obtaining title to the Collateral pursuant to the completion of a foreclosure or UCC sale thereof.

Guarantied Obligations. The first full paragraph of the Guaranty is deleted and the following inserted in lieu thereof: The undersigned Station CasinosGCR Gaming Guarantor, Inc.LLC, a Nevada corporation limited liability company (“"Guarantor”"), and an affiliate of GV Ranch StationGCR Gaming, Inc. LLC (“Station”"GCR"), a Nevada corporationlimited liability company, hereby irrevocably and unconditionally guarantees the payment and performance (A) by Station GCR pursuant to Section Sections 4.1(a) and 4.2 of the Operating Agreement, dated March 10, 2000 (the “"Agreement”"), as amended by the that certain First Amendment to Operating Agreement, dated September 17, 2001, and 2001 (the Second Amendment to "First Operating Agreement, dated December 19, 2003 Agreement Amendment") (as amended, the “"Agreement”") of Green Valley Ranch Gaming, LLC (the “"Company”"), to the same extent that Station GCR is bound thereby, (B) by Station GCR and Guarantor of their obligations under the Pledge/Guaranty DocumentsAgreements, (C) by Station GCR to pay any Default Loan and any Default Loan Interest arising from a failure by Station GCR to make a Required Guaranty Payment, (D) by Station GCR of the Twenty-Five Percent Payment (to the extent that the same is owing under the Agreement) for the period commencing on the date on which Station’s GCR's payment obligation begins and ending on the earlier to occur of (a) one year from such date, and (b) the date on which such payment obligation which Station GCR fails to make in breach of Section Sections 4.1(a) and 4.2 of the Agreement has been satisfied, and (E) of all costs (including reasonable attorney’s 's fees and costs of in-house counsel) incurred in enforcing this Guaranty resulting from a default by Station GCR or Guarantor under any of the Pledge/Guaranty Agreements or this Agreement. (Any term with its initial letter capitalized and not otherwise defined herein shall have the meaning ascribed to it in the Agreement.) This Guaranty is for the benefit of (i) the Company with respect to subparagraphs (A), (B), (D) and (E) above, and (ii) GCR Station with respect to subparagraphs (A), (B), (C), (D) and (E) above. The amounts guaranteed by this Guaranty shall be limited as follows: (i) until the earlier of the execution of the Construction Loan Documents or Permanent Loan Documents, $155,000,000.00, (ii) if Construction Loan Documents or Permanent Loan Documents are executed, then from such execution until ninety (90) days after the Opening of the Project, $33,000,000.00, (iii) if Construction Loan Documents have been executed, then from ninety (90) days after the Opening of the Project and so long as any monetary obligations under the Construction Financing or Expansion Financing (if any) remain outstanding or liens securing the same are in effect, $21,400,000.0022,000,000.00, and (iiiv) from and after the later to occur of the ninety (90) days after the Opening of the Project or payment in full of the Construction Financing and Expansion Financing (and the release of all liens securing the same and termination of all agreements related thereto), the obligations guaranteed hereby shall be limited to those set forth in Sections 4.2(b) and 4.2(c) of the Agreement and subparagraph (E) above and shall be limited to $15,000,000.00 in aggregate; provided, however, that the amounts guarantied hereby shall not be reduced as set forth in this sentence until all Default Loans, Default Loan Interest and Twenty-Five Percent Payment owing to GCR Station are paid in full. Notwithstanding the foregoing paragraph, the undersigned irrevocably and unconditionally guarantees, without dollar limitation, the payment and performance of Station’s GCR's obligations, including indemnity obligations, set forth in Section 4.2(f) 11 of the AgreementFirst Operating Agreement Amendment.

Guarantied Obligations. The first full paragraph (a) Subject only to the specific limitations contained in Sections 1(b) and (c) hereof, Guarantor hereby unconditionally, absolutely and irrevocably, as a primary obligor and not merely as a surety, guaranties to Lender and, in the case of clause (ii) below, indemnifies and holds harmless the Guaranty is deleted and the following inserted in lieu thereofLender against: The undersigned Station Casinos, Inc., a Nevada corporation (“Guarantor”), and an affiliate of GV Ranch Station, Inc. (“Station”), a Nevada corporation, hereby irrevocably and unconditionally guarantees the payment and performance i) (A) by Station the punctual and complete payment when due, whether at or after maturity, upon acceleration or otherwise, of the principal amount of the Loan outstanding from time to time (the obligation set forth in this clause (i) (A), the “Guarantied Principal Obligation”) and (B) so long as and provided that (1) a Casualty (as defined in the Bank One Lease) or condemnation (as described in Article 13 of the Bank One Lease) has occurred, (2) the Bank One Lease is in full force and effect at the time the first advance of Net Proceeds is made, (3) the initial Segment Commencement Date (as defined in the Bank One Lease) has occurred, (4) Agent is not otherwise obligated, under the Credit Agreement, to make Net Proceeds, available to Borrower, and (5) Borrower has not, prior to the first advance of Net Proceeds, delivered to Agent an agreement of Bank One, in form and substance reasonably satisfactory to Agent, subordinating Articles 12 and 13 of the Bank One Lease to the Mortgage, payment of any Net Proceeds Deficiency pursuant to Section 4.2 8.1.4(e) of the Operating Credit Agreement; and (ii) any out-of-pocket loss, dated March 10cost, 2000 damage or expense incurred by or on behalf of Lender by reason of (the “Agreement”), as amended A) any fraud or material misrepresentation committed by the First Amendment to Operating Agreement, dated September 17, 2001, and the Second Amendment to Operating Agreement, dated December 19, 2003 (as amended, the “Agreement”) any Borrower Party or any of Green Valley Ranch Gaming, LLC (the “Company”), to the same extent that Station is bound therebyits Affiliates, (B) any physical waste by Station and Guarantor the Property Manager, the Borrower or any of their obligations under its respective Affiliates of any portion of the Pledge/Guaranty DocumentsMortgaged Property, (C) by Station any misappropriation or misapplication of Rents, security deposits, Insurance Proceeds or Condemnation Proceeds relating to pay any Default the Mortgaged Property in violation of the Loan Documents, and any Default Loan Interest arising from a failure by Station to make a Required Guaranty Payment, (D) any distributions or other payments made by Station Borrower after the occurrence and during the continuance of an Event of Default (the Twenty-Five Percent Payment (to the extent that the same is owing under the Agreement) for the period commencing on the date on which Station’s payment obligation begins and ending on the earlier to occur of (a) one year from such date, and (b) the date on which such payment obligation which Station fails to make obligations in breach of Section 4.2 of the Agreement has been satisfied, and (E) of all costs (including reasonable attorney’s fees and costs of in-house counsel) incurred in enforcing this Guaranty resulting from a default by Station or Guarantor under any of the Pledge/Guaranty Agreements or this Agreement. (Any term with its initial letter capitalized and not otherwise defined herein shall have the meaning ascribed to it in the Agreement.) This Guaranty is for the benefit of clauses (i) the Company with respect to subparagraphs (A), (B), (D) and (E) above, and (ii) GCR with respect to subparagraphs (A), (B), (C), (D) and (E) above. The amounts guaranteed by of this Guaranty shall be limited as follows: (i) so long as any monetary obligations under the Construction Financing or Expansion Financing (if any) remain outstanding or liens securing the same are in effect, $21,400,000.00, and (ii) from and after the payment in full of the Construction Financing and Expansion Financing (and the release of all liens securing the same and termination of all agreements related theretoSection 1(a), the obligations guaranteed hereby shall be limited to those set forth in Sections 4.2(b) and 4.2(c) of the Agreement and subparagraph (E) above and shall be limited to $15,000,000.00 in aggregate; provided, however, that the amounts guarantied hereby shall not be reduced as set forth in this sentence until all Default Loans, Default Loan Interest and Twenty-Five Percent Payment owing to GCR are paid in full. Notwithstanding the foregoing paragraph, the undersigned irrevocably and unconditionally guarantees, without dollar limitation, the payment and performance of Station’s obligations, including indemnity obligations, set forth in Section 4.2(f) of the Agreement“Guarantied Obligations”).

Guarantied Obligations. The first full paragraph of the Guaranty is deleted and the following inserted in lieu thereof: The undersigned Station CasinosGCR Gaming Guarantor, Inc.LLC, a Nevada corporation limited liability company (“Guarantor”), and an affiliate of GV Ranch StationGCR Gaming, Inc. LLC (“StationGCR”), a Nevada corporationlimited liability company, hereby irrevocably and unconditionally guarantees the payment and performance (A) by Station GCR pursuant to Section 4.2 of the Operating Agreement, dated March 10, 2000 (the “Agreement”), as amended by the First Amendment to Operating Agreement, dated September 17, 2001, and the Second Amendment to Operating Agreement, dated December 19, 2003 (as amended, the “Agreement”) of Green Valley Ranch Gaming, LLC (the “Company”), to the same extent that Station GCR is bound thereby, (B) by Station GCR and Guarantor of their obligations under the Pledge/Guaranty Documents, (C) by Station GCR to pay any Default Loan and any Default Loan Interest arising from a failure by Station GCR to make a Required Guaranty Payment, (D) by Station GCR of the Twenty-Five Percent Payment (to the extent that the same is owing under the Agreement) for the period commencing on the date on which StationGCR’s payment obligation begins and ending on the earlier to occur of (a) one year from such date, and (b) the date on which such payment obligation which Station GCR fails to make in breach of Section 4.2 of the Agreement has been satisfied, and (E) of all costs (including reasonable attorney’s fees and costs of in-house counsel) incurred in enforcing this Guaranty resulting from a default by Station GCR or Guarantor under any of the Pledge/Guaranty Agreements or this Agreement. (Any term with its initial letter capitalized and not otherwise defined herein shall have the meaning ascribed to it in the Agreement.) This Guaranty is for the benefit of (i) the Company with respect to subparagraphs (A), (B), (D) and (E) above, and (ii) GCR with respect to subparagraphs (A), (B), (C), (D) and (E) above. The amounts guaranteed by this Guaranty shall be limited as follows: (i) so long as any monetary obligations under the Construction Financing or Expansion Financing (if any) remain outstanding or liens securing the same are in effect, $21,400,000.00, and (ii) from and after the payment in full of the Construction Financing and Expansion Financing (and the release of all liens securing the same and termination of all agreements related thereto), the obligations guaranteed hereby shall be limited to those set forth in Sections 4.2(b) and 4.2(c) of the Agreement and subparagraph (E) above and shall be limited to $15,000,000.00 in aggregate; provided, however, that the amounts guarantied hereby shall not be reduced as set forth in this sentence until all Default Loans, Default Loan Interest and Twenty-Five Percent Payment owing to GCR are paid in full. Notwithstanding the foregoing paragraph, the undersigned irrevocably and unconditionally guarantees, without dollar limitation, the payment and performance of Station’s obligations, including indemnity obligations, set forth in Section 4.2(f) of the Agreement.the

Guarantied Obligations. The first full paragraph of the Guaranty is deleted and the following inserted in lieu thereof: The undersigned Station CasinosGuarantor hereby absolutely, Inc., a Nevada corporation (“Guarantor”), and an affiliate of GV Ranch Station, Inc. (“Station”), a Nevada corporation, hereby irrevocably and unconditionally guarantees guaranties to Lender and its successors and assigns (i) the payment and performance in full of the Debt (as defined in the Note) upon (A) by Station pursuant to Section 4.2 the occurrence of the Operating Agreement, dated March 10, 2000 a Voluntary Act of Insolvency (the “Agreement”hereinafter defined), as amended by the First Amendment to Operating Agreement, dated September 17, 2001, and the Second Amendment to Operating Agreement, dated December 19, 2003 (as amended, the “Agreement”) of Green Valley Ranch Gaming, LLC (the “Company”), to the same extent that Station is bound thereby, (B) the occurrence of a Change of Control, unless Lender shall have theretofore consented thereto and (C) the violation of the special purpose covenants set forth in Section 4.07 of the Mortgage, if such violation results in the substantive consolidation of the assets of Borrower with the assets of any other Person and (ii) any loss or damage suffered by Station and Guarantor Lender (including, without limitation, reasonable attorneys’ fees) by reason of their obligations under (A) fraud or material misrepresentation or physical waste of the Pledge/Guaranty Premises by Borrower, (B) the application of the proceeds of casualty insurance or any award made on account of any taking or condemnation in a manner which violates the terms of the terms of the Loan Documents, (C) by Station to pay any Default Loan and any Default Loan Interest arising from Borrower’s collection of rents under leases for a failure by Station to make a Required Guaranty Paymentperiod in excess of thirty (30) days, (D) by Station the misapplication of the Twenty-Five Percent Payment (to the extent that the same is owing under the Agreement) for the period commencing on the date on which Station’s payment obligation begins and ending on the earlier to occur of (a) one year from such datetenant security deposits, and (b) the date on which such payment obligation which Station fails to make in breach of Section 4.2 of the Agreement has been satisfied, and (E) any breach of the provisions of the Environmental Indemnity or the provisions of the Mortgage relating to Hazardous Materials, (E) the failure to comply with the provisions of Section 3.01 of the Mortgage, (F) the failure to comply with the provisions of Section 2.04 of the Mortgage, (G) Borrower’s failure to apply all costs rents and other proceeds of the Premises to the Obligations in accordance with the terms of the Loan Documents or to the maintenance and repair of the Premises during the continuance of an Event of Default and (including reasonable attorney’s fees and costs of in-house counselH) incurred in enforcing this Guaranty resulting from a default any bad faith attempt by Station Borrower or Guarantor under or any of the Pledge/Guaranty Agreements principals or Affiliates thereof to impede, delay, interfere or otherwise frustrate Lender’s enforcement of its rights under the Loan Documents. For purposes of this Agreement. (Any , the term with its initial letter capitalized and not otherwise defined herein “Voluntary Act of Insolvency” shall have the meaning ascribed to it in the Agreement.) This Guaranty is for the benefit of (i) the Company mean, with respect to subparagraphs (A)Borrower or either Guarantor, (B)the commencement by such Person, (D) and (E) aboveas debtor, and (ii) GCR with respect to subparagraphs (A)of any case or proceeding under any bankruptcy, (B)insolvency, (C)reorganization, (D) and (E) aboveliquidation, moratorium, dissolution, delinquency or similar law or the commencement of an involuntary case or proceeding under any bankruptcy or analogous law, which case or proceeding was coordinated, facilitated or otherwise directed by Borrower, either Guarantor or any of their respective Affiliates. The amounts guaranteed obligations guarantied by this Guaranty shall be limited Section 1.1 are hereinafter referred to as follows: (i) so long as any monetary obligations under the Construction Financing or Expansion Financing (if any) remain outstanding or liens securing the same are in effect, $21,400,000.00, and (ii) from and after the payment in full of the Construction Financing and Expansion Financing (and the release of all liens securing the same and termination of all agreements related thereto), the obligations guaranteed hereby shall be limited to those set forth in Sections 4.2(b) and 4.2(c) of the Agreement and subparagraph (E) above and shall be limited to $15,000,000.00 in aggregate; provided, however, that the amounts guarantied hereby shall not be reduced as set forth in this sentence until all Default Loans, Default Loan Interest and Twenty-Five Percent Payment owing to GCR are paid in full. Notwithstanding the foregoing paragraph, the undersigned irrevocably and unconditionally guarantees, without dollar limitation, the payment and performance of Station’s obligations, including indemnity obligations, set forth in Section 4.2(f) of the Agreement“Guarantied Obligations”.

Guarantied Obligations. The first full paragraph Subject only to the specific limitations contained in this Section 1, Guarantor hereby unconditionally, absolutely and irrevocably, as a primary obligor and not merely as a surety, guaranties to the Lenders the punctual and complete payment when due, whether at or after maturity, upon acceleration or otherwise of (and indemnifies and holds the Lenders harmless against any loss resulting from the failure of such complete and punctual payment when due to occur): (i) Operating Expenses for the Mortgaged Property; (ii) any Holdover Damages (as such term is defined in Section 1(B)(ii) of that certain Lease Agreement, dated July 13, 2000, between the Property Owner, as landlord, and Holland & Knight, LLP, as tenant); (iii) any amounts which are payable pursuant to Section 37(d)(ii) of the Bank One Lease; (iv) any Make-Whole Amount payable under the Loan Documents and (v) all interest payable under the Loan Documents, including, without limitation, all IRR Amounts and interest accruing after maturity, acceleration or the realization upon any collateral, including, without limitation, interest that would otherwise be owed by Borrower under the Loan Documents but the payment of which is unenforceable or not allowable due to the existence or a bankruptcy, reorganization or similar proceeding involving Borrower or the Property Owner, at the rate or rates, including the applicable Default Rate, set forth in the Construction Loan Agreement, and any late charges, fees or other amounts due by reason of any late payment of interest (all obligations under clauses (i) through (v) of this Section 1(a), without duplication of and except for any amounts paid by Guarantor pursuant to that certain Guaranty is deleted of Interest and Operating Costs by and between Guarantor and the following inserted in lieu thereof: The undersigned Station CasinosSenior Lender, Inc., a Nevada corporation (the “GuarantorGuarantied Obligations”); provided, and an affiliate of GV Ranch Stationhowever, Inc. that Guarantor shall not be liable (“Station”), a Nevada corporation, hereby irrevocably and unconditionally guarantees the payment and performance but Borrower shall remain liable) for any (A) by Station pursuant to Section 4.2 of interest payable under the Operating Agreement, dated March 10, 2000 Loan Documents that first accrues (the “Agreement”), as amended by the First Amendment to Operating Agreement, dated September 17, 2001, and the Second Amendment to Operating Agreement, dated December 19, 2003 (as amended, the “Agreement”) of Green Valley Ranch Gaming, LLC (the “Company”), to the same extent that Station is bound thereby, (B) by Station and but without relieving Guarantor of their obligations under the Pledge/Guaranty Documents, (Cits responsibility for any such interest theretofore accrued) by Station to pay any Default Loan and any Default Loan Interest arising from a failure by Station to make a Required Guaranty Payment, (D) by Station of the Twenty-Five Percent Payment (to the extent that the same is owing under the Agreement) for the period commencing on the date on which Station’s payment obligation begins and ending on after the earlier to occur of (a) one year from such date, and (b1) the date on which such payment obligation which Station fails of transfer to make Agent, the Lenders (or any of them) or any third party of title to the Collateral pursuant to a transfer in breach lieu of Section 4.2 of the Agreement has been satisfied, foreclosure thereof and (E2) of all costs the date that is six (including reasonable attorney’s fees and costs of in-house counsel6) incurred in enforcing this Guaranty resulting from a default by Station months after the transfer to Agent, the Lenders (or Guarantor under any of them) or any Affiliate of Agent or the Pledge/Guaranty Agreements Lenders of title to the Collateral pursuant to a foreclosure or this Agreement. UCC sale thereof (Any term with its initial letter capitalized and not otherwise defined herein shall have the meaning ascribed to it in the Agreement.) This Guaranty is for the benefit of (i) the Company with respect to subparagraphs (A), (B), (D) and (E) above, and (ii) GCR with respect to subparagraphs (A), (B), (C), (D) and (E) above. The amounts guaranteed by this Guaranty shall be limited as follows: (i) so long as any monetary obligations under the Construction Financing or Expansion Financing (if any) remain outstanding or liens securing the same are in effect, $21,400,000.00, and (ii) from and after the payment in full of the Construction Financing and Expansion Financing (and the release of all liens securing the same and termination of all agreements related thereto), the obligations guaranteed hereby shall be limited to those set forth in Sections 4.2(b) and 4.2(c) of the Agreement and subparagraph (E) above and shall be limited to $15,000,000.00 in aggregate; provided, however, that Guarantor’s unsatisfied obligations under each of the amounts guarantied hereby other Guaranties and the Environmental Indemnity shall not be reduced as set forth continue to accrue interest to the extent provided in this sentence such other documents until all Default Loans, Default Loan Interest satisfied) and Twenty-Five Percent Payment owing (B) Operating Expenses for the Mortgaged Property that accrue after the earliest to GCR are paid in full. Notwithstanding occur of (1) the foregoing paragraphdate of transfer to Agent, the undersigned irrevocably and unconditionally guaranteesLenders (or any of them) or any third party of title to the Collateral pursuant to a transfer in lieu of foreclosure thereof, without dollar limitation(2) the date that is six (6) months after the transfer to Agent, the payment and performance Lenders (or any of Station’s obligations, including indemnity obligations, set forth in Section 4.2(fthem) or any Affiliate of Agent or the Lenders (or any of them) of title to the AgreementCollateral, pursuant to a foreclosure or UCC sale thereof and (3) the date that Agent, the Lenders (or any of them) or any Affiliate of Agent or the Lenders sells or conveys the Collateral to a third party after obtaining title to the Collateral pursuant to the completion of a foreclosure or UCC sale thereof.

Guarantied Obligations. The first full paragraph of the Guaranty is deleted and the following inserted in lieu thereof: The undersigned Station Casinos, Inc., a Nevada corporation (“"Guarantor”"), and an affiliate of GV Ranch Station, Inc. (“"Station”"), a Nevada corporation, hereby irrevocably and unconditionally guarantees the payment and performance (A) by Station pursuant to Section Sections 4.1(b) and 4.2 of the Operating Agreement, dated March 10, 2000 (the “"Agreement”"), as amended by the that certain First Amendment to Operating Agreement, dated September 17, 2001, and 2001 (the Second Amendment to "First Operating Agreement, dated December 19, 2003 Agreement Amendment") (as amended, the “"Agreement”") of Green Valley Ranch Gaming, LLC (the “"Company”"), to the same extent that Station is bound thereby, (B) by Station and Guarantor of their obligations under the Pledge/Guaranty DocumentsAgreements, (C) by Station to pay any Default Loan and any Default Loan Interest arising from a failure by Station to make a Required Guaranty Payment, (D) by Station of the Twenty-Five Percent Payment (to the extent that the same is owing under the Agreement) for the period commencing on the date on which Station’s 's payment obligation begins and ending on the earlier to occur of (a) one year from such date, and (b) the date on which such payment obligation which Station fails to make in breach of Section Sections 4.1(b) and 4.2 of the Agreement has been satisfied, and (E) of all costs (including reasonable attorney’s 's fees and costs of in-house counsel) incurred in enforcing this Guaranty resulting from a default by Station or Guarantor under any of the Pledge/Guaranty Agreements or this Agreement. (Any term with its initial letter capitalized and not otherwise defined herein shall have the meaning ascribed to it in the Agreement.) This Guaranty is for the benefit of (i) the Company with respect to subparagraphs (A), (B), (D) and (E) above, and (ii) GCR with respect to subparagraphs (A), (B), (C), (D) and (E) above. The amounts guaranteed by this Guaranty shall be limited as follows: (i) until the earlier of the execution of the Construction Loan Documents or Permanent Loan Documents, $155,000,000.00, (ii) if Construction Loan Documents or Permanent Loan Documents are executed, then from such execution until ninety (90) days after the Opening of the Project, $33,000,000.00, (iii) if Construction Loan Documents have been executed, then from ninety (90) days after the Opening of the Project and so long as any monetary obligations under the Construction Financing or Expansion Financing (if any) remain outstanding or liens securing the same are in effect, $21,400,000.0022,000,000.00, and (iiiv) from and after the payment in full later to occur of the Construction Financing and Expansion Financing (and the release of all liens securing the same and termination of all agreements related thereto), the obligations guaranteed hereby shall be limited to those set forth in Sections 4.2(b) and 4.2(c) of the Agreement and subparagraph (E) above and shall be limited to $15,000,000.00 in aggregate; provided, however, that the amounts guarantied hereby shall not be reduced as set forth in this sentence until all Default Loans, Default Loan Interest and Twenty-Five Percent Payment owing to GCR are paid in full. Notwithstanding the foregoing paragraph, the undersigned irrevocably and unconditionally guarantees, without dollar limitation, the payment and performance of Station’s obligations, including indemnity obligations, set forth in Section 4.2(f) of the Agreement.ninety

Guarantied Obligations. The first full paragraph of the Guaranty is deleted Each Guarantor, jointly and the following inserted in lieu thereof: The undersigned Station Casinos, Inc., a Nevada corporation (“Guarantor”), and an affiliate of GV Ranch Station, Inc. (“Station”), a Nevada corporationseverally, hereby irrevocably and unconditionally guarantees guaranties to the Beneficiaries, as and for its own debt, until final payment thereof has been made, the due and punctual payment of the Guarantied Obligations, in each case when and as the same shall become due and payable, whether at maturity, by acceleration, or otherwise; it being the intent of each Guarantor that the guaranty set forth herein shall be a guaranty of payment and performance (A) by Station pursuant to Section 4.2 not a guaranty of the Operating Agreement, dated March 10, 2000 (the “Agreement”), as amended by the First Amendment to Operating Agreement, dated September 17, 2001, and the Second Amendment to Operating Agreement, dated December 19, 2003 (as amended, the “Agreement”) of Green Valley Ranch Gaming, LLC (the “Company”), to the same extent that Station is bound thereby, (B) by Station and Guarantor of their obligations under the Pledge/Guaranty Documents, (C) by Station to pay any Default Loan and any Default Loan Interest arising from a failure by Station to make a Required Guaranty Payment, (D) by Station of the Twenty-Five Percent Payment (to the extent that the same is owing under the Agreement) for the period commencing on the date on which Station’s payment obligation begins and ending on the earlier to occur of (a) one year from such date, and (b) the date on which such payment obligation which Station fails to make in breach of Section 4.2 of the Agreement has been satisfied, and (E) of all costs (including reasonable attorney’s fees and costs of in-house counsel) incurred in enforcing this Guaranty resulting from a default by Station or Guarantor under any of the Pledge/Guaranty Agreements or this Agreement. (Any term with its initial letter capitalized and not otherwise defined herein shall have the meaning ascribed to it in the Agreement.) This Guaranty is for the benefit of (i) the Company with respect to subparagraphs (A), (B), (D) and (E) above, and (ii) GCR with respect to subparagraphs (A), (B), (C), (D) and (E) above. The amounts guaranteed by this Guaranty shall be limited as follows: (i) so long as any monetary obligations under the Construction Financing or Expansion Financing (if any) remain outstanding or liens securing the same are in effect, $21,400,000.00, and (ii) from and after the payment in full of the Construction Financing and Expansion Financing (and the release of all liens securing the same and termination of all agreements related thereto), the obligations guaranteed hereby shall be limited to those set forth in Sections 4.2(b) and 4.2(c) of the Agreement and subparagraph (E) above and shall be limited to $15,000,000.00 in aggregatecollection; provided, however, that each Guarantor shall be liable under this Guaranty for the amounts guarantied hereby 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 that (i) neither this Guaranty nor any collateral security therefor has been given with an intent to hinder, delay or defraud any creditor of such Guarantor; (ii) the present fair saleable value of the assets of the Top Borrower and its Subsidiaries (including such Guarantor), on a consolidated basis, is greater than the total amount of liabilities, including contingent liabilities, of the Top Borrower and its Subsidiaries (including such Guarantor), on a consolidated basis (it being understood that the amount of contingent liabilities at any time shall not be reduced computed as set forth the amount that, in this sentence until light of all Default Loansthe facts and circumstances existing at such time, Default Loan Interest represents the amount that can reasonably be expected to become an actual or matured liability); and Twenty-Five Percent Payment owing (iii) the Top Borrower and its other Subsidiaries (including such Guarantor), on a consolidated basis, are able to GCR are paid in full. Notwithstanding the foregoing paragraph, the undersigned irrevocably pay their debts and unconditionally guaranteesliabilities (including, without dollar limitation, contingent and subordinated liabilities) as they become absolute and mature in the payment ordinary course of business on their respective stated maturities and performance of Station’s obligations, including indemnity obligations, set forth in Section 4.2(f) of are otherwise “solvent” within the Agreementmeaning given that term and similar terms under applicable laws relating to fraudulent transfers and conveyances.