Common use of Guaranty Clause in Contracts

Guaranty. (a) The Guarantor hereby unconditionally and irrevocably guarantees the full and punctual payment when due, as a guaranty of payment and not of collection, whether at the Stated Maturity, or earlier or later by acceleration or otherwise, of all obligations of the Issuer now or hereafter existing under the Indenture and the Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and the Guarantor agrees to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder in enforcing any rights under this Guaranty with respect to such Guaranteed Obligations. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Issuer to the Trustee or any Noteholder under the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuer. (b) In the event that the Issuer does not make payments to the Trustee of all or any portion of the Guaranteed Obligations, upon receipt of notice of such non-payment from the Trustee, the Guarantor will make immediate payment to the Trustee of any such amount or portion of the Guaranteed Obligations owing or payable under the Indenture and the Notes. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid on the date that such amounts were required to be paid under the terms of the Indenture and the Notes. (c) The obligation of the Guarantor under this Guaranty shall be absolute and unconditional upon receipt by it of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in respect of the Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business Day.

Guaranty. (a) The Guarantor hereby unconditionally and irrevocably guarantees the full and punctual payment when due, as a guaranty of payment and not of collection, whether at the Stated Maturity, or earlier or later by acceleration or otherwise, of all obligations of the Issuer now or hereafter existing under the Indenture and the Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and the Guarantor agrees to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder in enforcing any rights under this Guaranty with respect to such Guaranteed Obligations. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Issuer to the Trustee or any Noteholder under the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuer. (b) In the event that the Issuer does not make payments to the Trustee of all or any portion of the Guaranteed Obligations, upon receipt of notice of such non-payment from by the Trustee, the Guarantor will make immediate payment to the Trustee of any such amount or portion of the Guaranteed Obligations owing or payable under the Indenture and the Notes. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid on the date that such amounts were required to be paid under the terms of the Indenture and the Notes. (c) The obligation of the Guarantor under this Guaranty shall be absolute and unconditional upon receipt by it of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in respect of the Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 1:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business Day.

Guaranty. From and after the Execution Date (a) The as such term is defined under the Lease), Guarantor hereby absolutely, unconditionally and irrevocably guarantees the full and punctual payment when dueguarantees, as a guaranty of principal obligor and not merely as surety, to Landlord, the full, timely and unconditional payment and not of collectionperformance, whether at the Stated Maturity, or earlier or later by acceleration or otherwise, of all obligations of the Issuer now or hereafter existing under the Indenture and the Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and the Guarantor agrees to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder in enforcing any rights under this Guaranty with respect to such Guaranteed Obligations. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations strictly in accordance with the terms of the Lease, as such Guaranteed Obligations may be modified, amended, extended or renewed from time to time. This is a Guaranty of payment and would be owed by the Issuer to the Trustee or any Noteholder under the Indenture performance and the Notes but not merely of collection. Guarantor agrees that Guarantor is primarily liable for and responsible for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuer. (b) In the event that the Issuer does not make payments to the Trustee of all or any portion payment and performance of the Guaranteed Obligations. Guarantor shall be bound by all of the provisions, upon receipt terms, conditions, restrictions and limitations contained in the Lease which are to be observed or performed by Tenant, the same as if Guarantor was named therein as Tenant with joint and several liability with Tenant, and any remedies that Landlord has under the Lease against Tenant shall apply to Guarantor as well. If Tenant defaults in any Guaranteed Obligation under the Lease, Guarantor shall in lawful money of notice the United States, pay to Landlord on demand the amount due and owing under the Lease. Guarantor waives any rights to notices of acceptance, modifications, amendment, extension or breach of the Lease. If Guarantor is a natural person, it is expressly agreed that this guaranty shall survive the death of such non-payment from guarantor and shall continue in effect. The obligations of Guarantor under this Guaranty are independent of the Trustee, obligations of Tenant or any other guarantor. Guarantor acknowledges that this Guaranty and Guarantor's obligations and liabilities under this Guaranty are and shall at all times continue to be absolute and unconditional in all respects and shall be the separate and independent undertaking of Guarantor will make immediate payment without regard to the Trustee genuineness, validity, legality or enforceability of the Lease, and shall at all times be valid and enforceable irrespective of any such amount other agreements or portion circumstances of the Guaranteed Obligations owing or payable under the Indenture any nature whatsoever which might otherwise constitute a defense to this Guaranty and the Notesobligations and liabilities of Guarantor under this Guaranty or the obligations or liabilities of any other person or entity (including, without limitation, Tenant) relating to this Guaranty or the obligations or liabilities of Guarantor hereunder or otherwise with respect to the Lease or to Tenant. Such notice shall specify Guarantor hereby absolutely, unconditionally and irrevocably waives any and all rights it may have to assert any defense, set-off, counterclaim or cross-claim of any nature whatsoever with respect to this Guaranty or the amount obligations or amounts liabilities of Guarantor under this Guaranty or the Indenture obligations or liabilities of any other person or entity (including, without limitation, Tenant) relating to this Guaranty or the obligations or liabilities of Guarantor under this Guaranty or otherwise with respect to the Lease, in any action or proceeding brought by the holder hereof to enforce the obligations or liabilities of Guarantor under this Guaranty. This Guaranty sets forth the entire agreement and understanding of Landlord and Guarantor, and Guarantor acknowledges that no oral or other agreements, understandings, representations or warranties exist with respect to this Guaranty or with respect to the Notes that were not paid on the date that such amounts were required to be paid obligations or liabilities of Guarantor under the terms this Guaranty. The obligations of the Indenture and the Notes. (c) The obligation of the Guarantor under this Guaranty shall be absolute continuing and unconditional upon receipt by it irrevocable (a) during any period of time when the liability of Tenant under the Lease continues, and (b) until all of the notice contemplated herein absent manifest errorGuaranteed Obligations have been fully discharged by payment, performance or compliance. The If at any time all or any part of any payment received by Landlord from Tenant or Guarantor or any other person under or with respect to the Lease or this Guaranty has been refunded or rescinded pursuant to any court order, or declared to be fraudulent or preferential, or are set aside or otherwise are required to be repaid to Tenant, its estate, trustee, receiver or any other party, including as a result of the insolvency, bankruptcy or reorganization of Tenant or any other party (an "Invalidated Payment"), then Guarantor's obligations under the Guaranty shall, to the extent of such Invalidated Payment be reinstated and deemed to have continued in existence as of the date that the original payment occurred. This Guaranty shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to affected or limited in any manner by whether Tenant may be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been curedliable, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in with respect of the Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemedGuaranteed Obligations individually, for purposes of this Guarantyjointly with other primarily, to have been received by the Trustee on the next succeeding Business Dayor secondarily.

Guaranty. (a) The Guarantor Each Lender hereby unconditionally further authorizes Administrative Agent, on behalf of and irrevocably guarantees for the full and punctual payment when due, as a guaranty of payment and not of collection, whether at the Stated Maturity, or earlier or later by acceleration or otherwise, of all obligations benefit of the Issuer now or hereafter existing under Lenders, to be the Indenture agent for and representative of the Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and the Guarantor agrees to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder in enforcing any rights under this Guaranty Lenders with respect to such Guaranteed Obligations. Without limiting the generality of the foregoingHoldings Guaranty, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Issuer to the Trustee or any Noteholder under the Indenture Guaranty and the Notes but for other Loan Documents. Subject to Section 9.02, without further written consent or authorization from any Lender, Administrative Agent may execute any documents or instruments necessary to release any Guarantor from the fact that they are unenforceable Guaranty pursuant to Section 9.17 or not allowable due with respect to the existence of a bankruptcy, insolvency, reorganization which Required Lenders (or similar proceeding involving the Issuersuch other Lenders as may be required to give such consent under Section 9.02) have otherwise consented. (b) In Anything contained in any of the event that the Issuer does not make payments Loan Documents to the Trustee of all or any portion contrary notwithstanding, the Borrower, the Administrative Agent and each Lender hereby agree that none of the Guaranteed ObligationsLenders shall have any right individually to enforce the Holdings Guaranty or the Guaranty, upon receipt of notice of such non-payment from the Trusteeit being understood and agreed that all powers, the Guarantor will make immediate payment to the Trustee of rights and remedies hereunder and under any such amount or portion of the Guaranteed Obligations owing or payable under Loan Documents may be exercised solely by the Indenture and Administrative Agent, for the Notes. Such notice shall specify benefit of the amount or amounts under the Indenture and the Notes that were not paid on the date that such amounts were required to be paid under Lenders in accordance with the terms of the Indenture hereof and the Notesthereof. (c) The obligation Notwithstanding anything to the contrary contained herein or any other Loan Document, when all Obligations (other than contingent indemnification obligations not yet accrued and payable) have been paid in full and all Commitments have terminated or expired, upon request of the Guarantor under this Guaranty Borrower, Administrative Agent shall take such actions as shall be absolute and unconditional upon receipt by it of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to release all guarantee obligations provided for in any Loan Document. Any such release of guarantee obligations shall be paid by deemed subject to the Guarantor hereunder (and provision that such guarantee obligations shall be reinstated if after such release any Event portion of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following any payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in respect of the Notes and the Indenture. All amounts payable by the Guarantor hereunder Obligations guaranteed thereby shall be payable in U.S. dollars and in immediately available funds to rescinded or must otherwise be restored or returned upon the Trustee. All payments actually received by insolvency, bankruptcy, dissolution, liquidation or reorganization of the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on Borrower or any Business Day will be deemedGuarantor, for purposes or upon or as a result of this Guarantythe appointment of a receiver, to have intervenor or conservator of, or trustee or similar officer for, Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been received by the Trustee on the next succeeding Business Daymade.

Guaranty. Each Lender and each Issuing Bank hereby further authorizes Administrative Agent, on behalf of and for the benefit of the Lenders and the Issuing Banks, to be the agent for and representative of the Lenders with respect to the Holdings Guaranty, the Guaranty and the other Loan Documents. Subject to Section 9.02, without further written consent or authorization from any Lender or any Issuing Bank, Administrative Agent may execute any documents or instruments necessary to release any Guarantor from the Guaranty pursuant to Section 9.17 or with respect to which Required Lenders (or such other Lenders as may be required to give such consent under Section 9.02) have otherwise consented. (a) The Guarantor hereby unconditionally and irrevocably guarantees the full and punctual payment when due, as a guaranty of payment and not of collection, whether at the Stated Maturity, or earlier or later by acceleration or otherwise, of all obligations Anything contained in any of the Issuer now Loan Documents to the contrary notwithstanding, the Borrower, the Administrative Agent, each Issuing Bank and each Lender hereby agree that none of the Lenders or hereafter existing the Issuing Banks shall have any right individually to enforce the Holdings Guaranty or the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder and under any of the Indenture Loan Documents may be exercised solely by the Administrative Agent, for the benefit of the Lenders and the Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being Issuing Bank in accordance with the “Guaranteed Obligations”), terms hereof and the Guarantor agrees to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder in enforcing any rights under this Guaranty with respect to such Guaranteed Obligations. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Issuer to the Trustee or any Noteholder under the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuerthereof. (b) In the event that the Issuer does not make payments Notwithstanding anything to the Trustee contrary contained herein or any other Loan Document, when all Secured Obligations (other than Hedging Obligations in respect of any Secured Hedge Agreements and Cash Management Obligations in respect of any Secured Cash Management Agreements and contingent indemnification obligations not yet accrued and payable) have been paid in full and all Commitments have terminated or expired, upon request of the Borrower, Administrative Agent shall take such actions as shall be required to release all guarantee obligations provided for in any Loan Document. Any such release of guarantee obligations shall be deemed subject to the provision that such guarantee obligations shall be reinstated if after such release any portion of the Guaranteed Obligations, upon receipt of notice of such non-any payment from the Trustee, the Guarantor will make immediate payment to the Trustee of any such amount or portion of the Guaranteed Obligations owing or payable under the Indenture and the Notes. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid on the date that such amounts were required to be paid under the terms of the Indenture and the Notes. (c) The obligation of the Guarantor under this Guaranty shall be absolute and unconditional upon receipt by it of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in respect of the Notes and the Indenture. All amounts payable by the Guarantor hereunder Secured Obligations guaranteed thereby shall be payable in U.S. dollars and in immediately available funds to rescinded or must otherwise be restored or returned upon the Trustee. All payments actually received by insolvency, bankruptcy, dissolution, liquidation or reorganization of the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on Borrower or any Business Day will be deemedGuarantor, for purposes or upon or as a result of this Guarantythe appointment of a receiver, to have intervenor or conservator of, or trustee or similar officer for, Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been received by the Trustee on the next succeeding Business Daymade.

Guaranty. Guarantor understands and acknowledges that the Equipment is being leased by Lessor to Lessee with the understanding that the Equipment and/or its use will be furnished by the Lessee to Grace Semiconductor Manufacturing Corporation, an exempted company corporation of the Cayman Islands (a) The “Grace Parent”; Grace Parent is the Lessee’s parent company and is guarantying the obligations of Lessee under the Lease), and that the Equipment and/or its use will be further furnished by Grace Parent itself to Grace Parent’s subsidiary, Shanghai Grace Semiconductor Manufacturing Corporation (“Grace Shanghai”), and the Equipment will be located in Shanghai, China for the benefit of Grace Shanghai and Grace Parent and be used for production by Grace Parent/Grace Shanghai of goods under a contract with Cypress. Guarantor acknowledges that it will derive commercial benefit from Lessor’s extension of the Lease to Lessee and the giving of this Guaranty since without the benefit of this Guaranty Lessor would not be entering into the Lease, or acquiring the Equipment for lease thereunder. Accordingly, in order to induce Lessor to enter into the Lease and acquire the Equipment, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Guarantor unconditionally and irrevocably guarantees to Lessor the full and punctual payment prompt payment, observance, and performance when due, as a guaranty of payment and not of collection, whether at the Stated Maturity, or earlier or later by acceleration or otherwise, due of all obligations of the Issuer now or hereafter existing Lessee under the Indenture Lease to pay Rental Payments (as provided in the Lease, including, without limitation as referenced in Section 5 of the Master Lease, and pursuant to the NotesSchedule) (collectively, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”). Guarantor will pay any Guaranteed Obligations to Lessor within 10 days of Lessor’s written demand to Guarantor therefor (such demand, the “Demand Notice”; such period, the “Demand Period”), and Guarantor agrees to pay, and the Guarantor agrees Guaranteed Obligations shall also include, late interest accruing under the Lease to pay any the extent, and all expenses (including reasonable and documented counsel fees and expenses) incurred by only to the Trustee or any Noteholder in enforcing any rights under this Guaranty extent consistent with the following calculation: late interest accruing with respect to such Guaranteed Obligations at the rate of 9% per annum, such late interest to commence accruing after Guarantor has failed to pay any Guaranteed Obligations during the Demand Period. This Guaranty is absolute, continuing (for so long as the Guaranteed Obligations remain unsatisfied), limited only by the amount of Guaranteed Obligations. Without limiting , and independent, and shall not be affected, diminished or released for any reason (other than actual payment thereof), including, but not limited to, the generality following: (a) any invalidity or lack of enforceability of any of the foregoing, Guaranteed Obligations; or (b) the Guarantor’s liability shall extend absence of any attempt by the Lessor to all amounts that constitute part collect any of the Guaranteed Obligations from the Lessee or Grace Parent or any other guarantor, or the absence of any other action to enforce the same; or (c) the renewal, extension, acceleration or any other change (provided any such change is approved by Guarantor and is the subject of (and referenced in) an amendment to this Guaranty signed by Guarantor and Lessor; provided, however, and in the event such change is not approved by Guarantor, or no such amendment is entered into, Guarantor’s liability for the Guaranteed Obligations shall continue as provided above with respect to the Guaranteed Obligations as they existed prior to such change) in the time for payment of, or other terms relating to the Guaranteed Obligations respecting Rental Payments coming due during the Initial Term of the Lease, or any modification, amendment, waiver, or other change of the terms of any instrument evidencing the Guaranteed Obligations, provided, however, that if any one or more events of the kind referred to in this subsection (c) shall occur, and if such event(s) shall have the effect of increasing the total dollar amount of the Guaranteed Obligations, this Guaranty shall continue in full force and effect with respect to the Guaranteed Obligations, but only to the extent of the total dollar amount the Guaranteed Obligations would be owed have had if any such event(s) increasing the total dollar amount of the Guaranteed Obligations had not occurred; or (d) the failure by the Issuer Lessor to take any steps to perfect and maintain its security interest in, or to preserve its rights to, any security or collateral relating to the Trustee Guaranteed Obligations (including, without limitation, the Security Funds); or (e) any judicial or governmental action, including, without limitation, judicial or governmental action in the nature of any bankruptcy, receivership, insolvency or similar proceeding, that affects Lessee, the Equipment, or the Guaranteed Obligations, including, but not limited to, Lessee’s release from the Guaranteed Obligations or the rejection or disaffirmance of the Lease or any Noteholder under other agreement or any of the Indenture and the Notes but terms thereof, provided further that, for the fact avoidance of doubt, Lessor acknowledges that they are unenforceable Guarantor shall not be liable for any costs or not allowable due other damages associated with Lessor’s inability to recover possession of the Equipment; (f) any disability, defense or cessation of the liability of Lessee; or (g) any assignment or transfer by Lessor of any rights relating to the existence of a bankruptcy, insolvency, reorganization Guaranteed Obligations; or similar proceeding involving (h) the Issuer. (b) In the event that the Issuer does not make payments to the Trustee disallowance of all or any portion of the Guaranteed Obligations, upon receipt of notice of such non-payment from the Trustee, the Guarantor will make immediate payment to the Trustee of any such amount or portion Lessor’s claim(s) for repayment of the Guaranteed Obligations owing or payable under the Indenture and the Notes. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid on the date that such amounts were required to be paid under the terms Section 502 of Title 11 of the Indenture and the NotesUnited States Code. (c) The obligation of the Guarantor under this Guaranty shall be absolute and unconditional upon receipt by it of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in respect of the Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business Day.

Guaranty. (a) The Subject to the terms and conditions of this Guaranty, the Guarantor hereby unconditionally and irrevocably guarantees (collectively, the full “Guaranty Obligations”) (a) the prompt and punctual payment when of all amounts due and owing (whether at the stated maturity, by acceleration, or otherwise) in respect of Loans made by the Lenders to BFE under the Facility Agreement and the other Finance Documents and (b) to the extent not timely paid, all fees, costs, expenses and indemnifications of the Lenders and the Agent owed by BFE under the Facility Agreement and the other Finance Documents, in any case described in (a) or (b) above whether direct or indirect, absolute or contingent, due or to become due, as or now existing or hereafter incurred. This Guaranty is a guaranty of payment and not of collection, whether at the Stated Maturity, or earlier or later . All payments by acceleration or otherwise, of all obligations of the Issuer now or hereafter existing under the Indenture and the Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and the Guarantor agrees to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder in enforcing any rights under this Guaranty with respect to such Guaranteed Obligations. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Issuer to the Trustee or any Noteholder under the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuer. (b) In the event that the Issuer does not make payments to the Trustee of all or any portion of the Guaranteed Obligations, upon receipt of notice of such non-payment from the Trustee, the Guarantor will make immediate payment to the Trustee of any such amount or portion of the Guaranteed Obligations owing or payable under the Indenture and the Notes. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid on the date that such amounts were required to be paid under the terms of the Indenture and the Notes. (c) The obligation of the Guarantor under this Guaranty shall be absolute made in Dollars, and unconditional upon receipt by it of (i) with respect to Loans, shall be made to the notice contemplated herein absent manifest errorAgent for disbursement pro rata (determined at the time such payment is sought) to the Lenders in accordance with the proportion that each Lender’s respective Commitment bears to the Total Commitments (each such proportion constituting the respective Lender’s “Aggregate Exposure Percentage”), (ii) with respect to fees, costs, expenses and indemnifications owed to the Lenders, shall be made to the Agent for disbursement pro rata (determined at the time such payment is sought) to the Lenders in accordance with their respective Aggregate Exposure Percentages (except as otherwise provided in the Facility Agreement with respect to Defaulting Lenders) and (iii) with respect to fees, costs, expenses and indemnifications owed to the Agent, shall be made to the Agent. The Guarantor This Guaranty shall not be relieved of its obligations hereunder unless remain in full force and effect until the Trustee shall have indefeasibly received all amounts required Guaranty Obligations are irrevocably and unconditionally paid in full and the Commitments are terminated, notwithstanding that from time to time prior thereto BFE may be paid by the Guarantor hereunder (and free from any Event of Default payment obligations under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in respect of the Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business DayFinance Documents.

Guaranty. (a) The Guarantor hereby unconditionally and irrevocably guarantees the full and punctual payment when due, as a guaranty of payment and not of collection, whether at the Stated Maturity, or earlier or later by acceleration or otherwise, of all obligations of the Issuer now or hereafter existing under the Indenture and the Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and the Guarantor agrees to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder in enforcing any rights under this Amended and Restated Guaranty with respect to such Guaranteed Obligations. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Issuer to the Trustee or any Noteholder under the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuer. (b) In the event that the Issuer does not make payments to the Trustee of all or any portion of the Guaranteed Obligations, upon receipt of notice of such non-payment from by the Trustee, the Guarantor will make immediate payment to the Trustee of any such amount or portion of the Guaranteed Obligations owing or payable under the Indenture and the Notes. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid on the date that such amounts were required to be paid under the terms of the Indenture and the Notes. (c) The obligation of the Guarantor under this Amended and Restated Guaranty shall be absolute and unconditional upon receipt by it of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in respect of the Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 1:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Amended and Restated Guaranty, to have been received by the Trustee on the next succeeding Business Day.

Guaranty. (a) The Guarantor hereby unconditionally guarantees to Lender, upon written demand by Lender, at Lender’s option and irrevocably guarantees in its sole discretion, that Guarantor will (i) complete the full Project substantially in accordance with the plans and punctual payment when duespecifications for the Project, as a guaranty modified from time to time as allowed by the Loan Agreement (the “Plans and Specifications”) and in accordance with the terms and conditions of payment the Loan Agreement and not of collectionother Loan Documents if, whether at the Stated Maturityfor any reason, or earlier or later by acceleration or otherwiseunder any contingency, of all obligations Property Owner shall abandon construction of the Issuer now Project or hereafter existing under shall fail to complete the Indenture Project within the construction time set forth in the Loan Agreement and Loan Documents and (ii) pay all cost overruns for construction of the NotesProject to the extent Borrower or Property Owner fails to do so; provided that Lender shall reimburse Guarantor for all costs incurred by Guarantor in completing the Project (provided that such completion costs are included in the Project Budget (as defined below) to the extent such costs do not constitute cost overruns. In the preceding sentence, whether for principal“cost overruns” means costs of constructing the Project that, interestin the aggregate, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise exceed the amount provided in the budget attached hereto as Exhibit “A” (such obligations being the “Guaranteed ObligationsProject Budget”), and the . All amounts reimbursed to Guarantor agrees to pay any and all expenses (including reasonable and documented counsel fees and expensesby Lender in accordance with this Section 2(a) incurred by the Trustee or any Noteholder in enforcing any rights under this Guaranty with respect to such Guaranteed Obligations. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Issuer to the Trustee or any Noteholder under the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuer. (b) In the event that the Issuer does not make payments to the Trustee of all or any portion of the Guaranteed Obligations, upon receipt of notice of such non-payment from the Trustee, the Guarantor will make immediate payment to the Trustee of any such amount or portion of the Guaranteed Obligations owing or payable under the Indenture and the Notes. Such notice shall specify correspondingly increase the amount or amounts under the Indenture of Loan to Borrower and the Notes that were not paid on the date that such amounts were required shall be payable by Borrower to be paid under Lender in accordance with the terms of the Indenture Loan Agreement. The Project will be deemed substantially completed in accordance with the Plans and Specifications upon the issuance of the final certificate of occupancy, the issuance of a certificate of substantial completion from the Property Owner’s architect, receipt of a contractor’s release and the Notesreceipt of lien waivers or similar evidence of payment from the general contractor and all major subcontractors (i.e., subcontractors whose contract amount exceeds $100,000) to Lender’s reasonable satisfaction, provided, however, that if Senior Lender shall deem the Project substantially complete then Lender shall deem the Project substantially complete (“Completion”). (cb) The obligation Without limiting the rights and remedies of Lender, if after the Guarantor under this Guaranty shall be absolute and unconditional upon receipt by it occurrence of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder (and any an Event of Default under the Indenture and after Lender has been curedso requested, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor does not proceed with and diligently prosecute Completion of the entire Project in accordance with the Loan Agreement, then Lender may, at its option, without notice to Guarantor or anyone else, complete the Project either before or after commencement of foreclosure proceedings, and either on or before the exercise of any other right or remedy of Lender against Borrower or Guarantor, with such changes to the Plans and Specifications that Lender deems necessary or advisable to complete the Project and Guarantor waives any right to contest such necessary expenditures. The amount of any and all expenditures made by Lender for the foregoing purposes, to the extent they exceed the unexpended portion of the Project Budget shall bear interest from the date made until repaid to Lender, at a rate per annum equal to the interest rate provided for in the Note and, together with such interest, shall be due and payable by Guarantor to Lender upon demand. Lender does not have and shall never have any obligation to complete the Project or take such action. c) In addition to the foregoing, and notwithstanding anything to the contrary set forth herein or in any of the Loan Documents, Guarantor hereby further guarantees to Lender the full and prompt payment of all principal, all accrued interest and all other amounts due and owing in respect by Borrower under the Note, the Security Instrument and any other Loan Document from and after the filing of the Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds a voluntary bankruptcy or insolvency proceeding of Property Owner, or Borrower prior to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business DayCompletion.

Guaranty. (a) The Subject to the provisions of Sections 17 below, each Guarantor hereby irrevocably, absolutely and unconditionally guarantees to Lender the full, prompt and irrevocably guarantees the full and punctual complete payment when due, as a guaranty of payment and not of collection, whether at the Stated Maturity, or earlier or later by acceleration or otherwise, of all obligations of the Issuer now or hereafter existing under the Indenture and the Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and the Guarantor agrees to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder in enforcing any rights under this Guaranty with respect to such Guaranteed Obligations. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part due of the Guaranteed Obligations and would be owed by the Issuer to the Trustee or any Noteholder under the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the IssuerObligations. (b) In the event that the Issuer does not make payments All sums payable to Lender under this Guaranty shall be payable on demand and without reduction for any offset, claim, counterclaim or defense. (c) Subject to the Trustee provisions of Sections 17 below, each Guarantor hereby agrees to indemnify, defend and save harmless Lender from and against any and all costs, losses, liabilities, claims, causes of action, expenses and damages, including reasonable attorneys' fees and disbursements, which Lender may suffer or which otherwise may arise by reason of Borrower's failure to pay any of the Guaranteed Obligations when due, irrespective of whether such costs, losses, liabilities, claims, causes of action, expenses or damages are incurred by Lender prior or subsequent to (i) Lender's declaring the Principal, interest and other sums evidenced or secured by the Loan Documents to be due and payable, (ii) the commencement or completion of a judicial or non-judicial foreclosure of the Mortgage or (iii) the conveyance of all or any portion of the Guaranteed Obligations, upon receipt Property by deed-in-lieu of notice of such non-payment from the Trustee, the foreclosure. (d) Each Guarantor will make immediate payment to the Trustee agrees that no portion of any such amount sums applied (other than sums received from Guarantor in full or portion partial satisfaction of its obligations hereunder), from time to time, in reduction of the Debt shall be deemed to have been applied in reduction of the Guaranteed Obligations owing until such time as the Debt has been paid in full, or payable under the Indenture and the Notes. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid on the date that such amounts were required to be paid under the terms of the Indenture and the Notes. (c) The obligation of the Guarantor under this Guaranty shall be absolute and unconditional upon receipt by it of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved of its obligations hereunder unless and until the Trustee Guarantors shall have indefeasibly received all amounts made the full payment required to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been curedhereunder, it being understood the intention hereof that the Guarantor’s obligations hereunder Guaranteed Obligations shall terminate following payment by be the Issuer and/or the Guarantor last portion of the entire principal, all accrued interest and all other amounts due and owing in respect of the Notes and the Indenture. All amounts payable by the Guarantor hereunder shall Debt to be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business Daydeemed satisfied.

Guaranty. (a) The Guarantor Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees, as primary obligor and irrevocably guarantees not merely as a surety, to YRAPL the full prompt and punctual complete performance of each and all of the obligations of YCCL under the Agreement, including prompt payment when due, as a guaranty of payment and not of collection, whether at the Stated Maturitystated maturity, or earlier or later by acceleration required prepayment, upon acceleration, upon demand or otherwise, and at all times thereafter, of any and all obligations of the Issuer now or hereafter existing under the Indenture and the Notespayment obligations, whether for principal, interest, make-whole premium, Additional Amountspremiums, fees, indemnities, damages, costs, expenses or otherwise otherwise, of YCCL to YRAPL under the Agreement (each such obligations being obligation, a “Guarantee Obligation,” and collectively, the “Guaranteed Guarantee Obligations”). Upon failure by YCCL to perform any Guarantee Obligation, Guarantor shall forthwith without demand perform such obligation in the manner specified herein. Guarantor hereby agrees that its obligations hereunder shall be an absolute, irrevocable and unconditional guarantee of payment and performance and not merely a guaranty of collection. All payments made of a Guarantee Obligation will be paid free and clear of and without deduction or withholding for or on account of any Tax (as defined in the Tax Matters Agreement), except as may be required by Law. If Guarantor shall be required by Applicable Law to deduct or withhold any Taxes from such payments, then (i) Guarantor shall make such deductions or withholdings as are required by Applicable Law, (ii) Guarantor shall timely pay the full amount deducted or withheld to the applicable Tax Authority (as defined in the Tax Matters Agreement) and provide YRAPL with receipts or other proof of such payment promptly upon receipt, and (iii) if the amount received by YRAPL is less than the amount it would have received had the applicable payment been made by YCCL (after making any deductions or withholdings as YCCL would have been required to make under Applicable Law), Guarantor shall gross up the payment to YRAPL so that the net amount that YRAPL receives is the same as the amount it would have received (after making any deductions or withholdings) had the applicable payment been made by YCCL. Guarantor hereby agrees that its obligations hereunder shall not be released, diminished, impaired, reduced or affected by any renewal, extension, adjustment or modification of any of the Guarantee Obligations, including the time, place or manner of payment or performance thereof, and Guarantor hereby consents to any changes in the terms of any of the Guarantee Obligations as agreed to by YRAPL and YCCL, and to any settlement or adjustment with respect to any of the Guarantee Obligations entered into between YRAPL and YCCL. Guarantor hereby acknowledges that it will receive substantial benefits from the transactions contemplated by the Agreement, and this Guaranty, including the waivers set forth herein, is knowingly made in contemplation of such benefits. The Guarantee Obligations shall conclusively be deemed to have been created, contracted or incurred in reliance on this Guaranty. No failure or delay on the part of YRAPL in the exercise of any right or remedy with respect to any of the Guarantee Obligations shall operate as a waiver thereof or any obligations of Guarantor hereunder, and no single or partial exercise by YRAPL of any right or remedy with respect to any of the Guarantee Obligations shall preclude any other or further exercise thereof or the exercise of any other right or remedy. YRAPL shall not have any obligation to proceed at any time or in any manner against, or to exhaust any or all of YRAPL’s rights against, YCCL or any other Person liable for any of the Guarantee Obligations prior to proceeding against Guarantor hereunder. Without limiting the foregoing, YRAPL shall not be obligated to file any claim relating to the Guarantee Obligations in the event that YCCL becomes subject to a bankruptcy, reorganization or similar proceeding, and the Guarantor agrees failure of YRAPL to pay so file shall not affect the Guarantee Obligations or the obligations of Guarantor. Guarantor’s obligations hereunder shall remain in full force and effect until all Guarantee Obligations shall have been performed in full. If at any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee time any performance of any Guarantee Obligation is rescinded or any Noteholder in enforcing any rights under this Guaranty must be otherwise restored or returned upon YCCL’s insolvency, bankruptcy or reorganization or otherwise, Guarantor’s obligations hereunder with respect to such Guaranteed Obligationsperformance shall be reinstated as though such performance had been due but not made at such time. Without limiting the generality Guarantor hereby acknowledges and agrees that its obligations hereunder shall not be released, discharged or affected by (a) any change in corporate existence, structure or ownership of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Issuer to the Trustee YCCL or any Noteholder under the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a other Person, (b) any insolvency, bankruptcy, insolvency, reorganization or similar proceeding involving the Issuer. (b) In the event that the Issuer does not make payments to the Trustee of all affecting YCCL or any portion of the Guaranteed Obligationsother Person, upon receipt of notice of such non-payment from the Trustee, the Guarantor will make immediate payment to the Trustee of any such amount or portion of the Guaranteed Obligations owing or payable under the Indenture and the Notes. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid on the date that such amounts were required to be paid under the terms of the Indenture and the Notes. (c) The obligation the addition, substitution or release of any Person now or hereafter liable with respect to the Guarantee Obligations, (d) any rescission, waiver or amendment of the Agreement, (e) the existence of any claim, set-off or other right that Guarantor under this Guaranty shall be absolute and unconditional upon receipt by it may have against any Person, (f) the adequacy of any other means of YRAPL obtaining payment or performance related to any of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved Guarantee Obligations, (g) the validity or enforceability of its the Agreement, or (h) any other act or omission to act or delay of any kind by YRAPL, YCCL or any other Person or any other circumstance which might, but for the provisions hereof, constitute a legal or equitable discharge of or defense to Guarantor’s obligations hereunder (other than to the extent such act, omission, delay or circumstance gives rise to a defense available to YCCL under the Agreement to performance of the Guarantee Obligations). Guarantor hereby waives any and all rights or defenses which would otherwise require an election of remedies by YRAPL, and further waives promptness, diligence, presentment, demand for payment, default, dishonor and protest, notice of any Guarantee Obligations incurred and all other notices of any kind (other than those expressly required by the Agreement), all defenses that may be available by virtue of any valuation, stay, moratorium or similar Applicable Law now or hereafter in effect, any right to require the marshalling of assets of YCCL or any other Person and all suretyship defenses generally (other than fraud and defenses that are available to YCCL under the Agreement to performance of the Guarantee Obligations). Guarantor hereby waives and agrees not to exercise any rights that it may have or acquire against YCCL that arise from the existence, payment, performance or enforcement of the Guarantee Obligations (other than any such rights that YCCL has against YRAPL under the Agreement), including any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of YRAPL against YCCL, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including the right to take or receive from YCCL, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until the Trustee Guarantee Obligations shall have indefeasibly been performed in full (including, with respect to any payment obligations, all such amounts due having been paid to YRAPL in cash in full). If any amount shall be paid to Guarantor in violation of the immediately preceding sentence at any time prior to the performance in full of the Guarantee Obligations, such amount shall be received all amounts required and held in trust for the benefit of YRAPL, shall be segregated from other property and funds of Guarantor and shall forthwith be paid or delivered to YRAPL in the same form as so received (with any necessary endorsement or assignment) to be paid by credited and applied to the Guarantee Obligations. Guarantor hereunder hereby acknowledges and agrees that this Guaranty is a primary obligation of Guarantor, and that YRAPL shall be entitled to make a demand hereunder, and pursue all of its rights and remedies against Guarantor, whether or not YRAPL has made any demand or pursued any remedies, or during the pendency of any demand made or remedies pursued, against YCCL or any other Person. Guarantor represents and warrants to YRAPL that (a) Guarantor has the financial capacity to pay and any Event perform the Guarantee Obligations, (b) Guarantor has all requisite power and authority to execute, deliver and perform this Guaranty, (c) the execution, delivery and performance of Default under the Indenture this Guaranty has been curedduly authorized by all necessary action by Guarantor, it being understood that (d) this Guaranty constitutes the legal, valid and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms, (e) this Guaranty does not contravene any provision of Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the organizational documents or violate, in any material respect, any Applicable Laws or contractual restriction binding on Guarantor or any of the entire principalits assets and (f) all consents, all accrued interest approvals, authorizations and permits of, and all filings with and notifications to, any Governmental Authority necessary for the due execution, delivery and performance of this Guaranty by Guarantor have been obtained or made and all conditions thereof have been duly complied with, and no other amounts due action by, and owing no notice to or filing with, any Governmental Authority is required in respect of connection with the Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemedexecution, for purposes delivery or performance of this Guaranty, to have been received by the Trustee on the next succeeding Business Day.

Guaranty. (a) The Guarantor Guarantors hereby absolutely, unconditionally and irrevocably guarantees guarantee to the full Administrative Agent and punctual payment when duethe other Lenders and their respective successors, as a guaranty of indorsees, transferees and assigns, the prompt and complete payment and not of collection, performance when due (whether at the Stated Maturityscheduled maturity, or earlier or later by acceleration required prepayment, declaration, acceleration, demand or otherwise, ) of all obligations of the Issuer now or hereafter existing under the Indenture and the Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and the Guarantor agrees agree to pay any and all expenses (including including, without limitation, reasonable and documented counsel fees and expensesexpenses of counsel) incurred by the Trustee Administrative Agent or any Noteholder other Lender in enforcing any rights under this Guaranty with respect to such Guaranteed Obligationsor any other Loan Document. Without limiting the generality of the foregoing, the Guarantor’s liability of Guarantors shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Issuer Borrower to the Trustee or any Noteholder under the Indenture and the Notes Lender but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving Borrower. Each Guarantor is and shall be liable for the IssuerObligations as a primary obligor. (b) In Each Guarantor, and by its acceptance of this Guaranty, the event Administrative Agent and each other Lender, hereby confirms that it is the Issuer does intention of all such Persons that this Guaranty and the obligations of such Guarantor hereunder not make payments constitute a fraudulent transfer or conveyance for purposes of Debtor Relief Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the Trustee of all or any portion of extent applicable to this Guaranty and the Guaranteed Obligations, upon receipt of notice obligations of such non-payment from Guarantor hereunder. To effectuate the Trusteeforegoing intention, the Administrative Agent, the other Lenders and the Guarantors hereby irrevocably agree that, notwithstanding any term or provision herein or in any other Loan Document, the maximum liability of each Guarantor will make immediate payment under this Guaranty at any time shall be limited to the Trustee maximum amount as will result in the obligations of any such amount Guarantor under this Guaranty not constituting a fraudulent transfer or portion of the Guaranteed Obligations owing or payable under the Indenture and the Notes. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid on the date that such amounts were required to be paid under the terms of the Indenture and the Notesconveyance. (c) The obligation Each Guarantor agrees that the Obligations may at any time and from time to time exceed the maximum amount of liability of such Guarantor hereunder without impairing this Guaranty or affecting the obligations of such Guarantor or the rights and remedies of any Lender hereunder. (d) No payment made by Borrower, the Guarantors, any other guarantor or any other Person or received or collected by any Lender from Borrower, the Guarantors, any other guarantor or surety or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment or performance of the Guarantor under this Guaranty Obligations shall be absolute and unconditional upon receipt deemed to modify, reduce, release or otherwise affect the liability of Guarantors hereunder which shall, notwithstanding any such payment (other than any payment made by it of the notice contemplated herein absent manifest error. The any Guarantor shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in respect of the Notes Obligations or any payment received or collected from any Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of Guarantors hereunder until the Obligations are indefeasibly paid in full in cash and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business DayCommitments are terminated or expired.

Guaranty. From and after the Execution Date (a) The as such term is defined under the Lease), Guarantor hereby absolutely, unconditionally and irrevocably guarantees the full and punctual payment when dueguarantees, as a guaranty of principal obligor and not merely as surety, to Landlord, the full, timely and unconditional payment and not of collectionperformance, whether at the Stated Maturity, or earlier or later by acceleration or otherwise, of all obligations of the Issuer now or hereafter existing under the Indenture and the Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and the Guarantor agrees to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder in enforcing any rights under this Guaranty with respect to such Guaranteed Obligations. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations strictly in accordance with the terms of the Lease, as such Guaranteed Obligations may be modified, amended, extended or renewed from time to time. This is a Guaranty of payment and would be owed by the Issuer to the Trustee or any Noteholder under the Indenture performance and the Notes but not merely of collection. Guarantor agrees that Guarantor is primarily liable for and responsible for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuer. (b) In the event that the Issuer does not make payments to the Trustee of all or any portion payment and performance of the Guaranteed Obligations. Guarantor shall be bound by all of the provisions, upon receipt terms, conditions, restrictions and limitations contained in the Lease which are to be observed or performed by Tenant, the same as if Guarantor was named therein as Tenant with joint and several liability with Tenant, and any remedies that Landlord has under the Lease against Tenant shall apply to Guarantor as well. If Tenant defaults in any Guaranteed Obligation under the Lease, Guarantor shall in lawful money of notice the United States, pay to Landlord on demand the amount due and owing under the Lease. Guarantor waives any rights to notices of acceptance, modifications, amendment, extension or breach of the Lease. If Guarantor is a natural person, it is expressly agreed that this guaranty shall survive the death of such non-payment from guarantor and shall continue in effect. The obligations of Guarantor under this Guaranty are independent of the Trustee, obligations of Tenant or any other guarantor. Guarantor acknowledges that this Guaranty and Guarantor's obligations and liabilities under this Guaranty are and shall at all times continue to be absolute and unconditional in all respects and shall be the separate and independent undertaking of Guarantor will make immediate payment without regard to the Trustee genuineness, validity, legality or enforceability of the Lease, and shall at all times be valid and enforceable irrespective of any such amount other agreements or portion circumstances of any nature whatsoever which might otherwise constitute a defense to this Guaranty and the Guaranteed Obligations owing obligations and liabilities of Guarantor under this Guaranty or payable the obligations or liabilities of any other person or entity (including, without limitation, Tenant) relating to this Guaranty or the obligations or liabilities of Guarantor hereunder or otherwise with respect to the Lease or to Tenant. Guarantor hereby absolutely, unconditionally and irrevocably waives any and all rights it may have to assert any defense, set-off (except to the extent expressly provided for under the Indenture Lease), counterclaim or cross-claim of any nature whatsoever with respect to this Guaranty or the obligations or liabilities of Guarantor under this Guaranty or the obligations or liabilities of any other person or entity (including, without limitation, Tenant) relating to this Guaranty or the obligations or liabilities of Guarantor under this Guaranty or otherwise with respect to the Lease, in any action or proceeding brought by the holder hereof to enforce the obligations or liabilities of Guarantor under this Guaranty. This Guaranty sets forth the entire agreement and understanding of Landlord and Guarantor, and Guarantor acknowledges that no oral or other agreements, understandings, representations or warranties exist with respect to this Guaranty or with respect to the Notesobligations or liabilities of Guarantor under this Guaranty. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid on the date that such amounts were required to be paid under the terms The obligations of the Indenture and the Notes. (c) The obligation of the Guarantor under this Guaranty shall be absolute continuing and unconditional upon receipt by it irrevocable (a) during any period of time when the liability of Tenant under the Lease continues, and (b) until all of the notice contemplated herein absent manifest errorGuaranteed Obligations have been fully discharged by payment, performance or compliance. The If at any time all or any part of any payment received by Landlord from Tenant or Guarantor or any other person under or with respect to the Lease or this Guaranty has been refunded or rescinded pursuant to any court order, or declared to be fraudulent or preferential, or are set aside or otherwise are required to be repaid to Tenant, its estate, trustee, receiver or any other party, including as a result of the insolvency, bankruptcy or reorganization of Tenant or any other party (an "Invalidated Payment"), then Guarantor's obligations under the Guaranty shall, to the extent of such Invalidated Payment be reinstated and deemed to have continued in existence as of the date that the original payment occurred. This Guaranty shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to affected or limited in any manner by whether Tenant may be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been curedliable, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in with respect of the Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemedGuaranteed Obligations individually, for purposes of this Guarantyjointly with other primarily, to have been received by the Trustee on the next succeeding Business Dayor secondarily.

Guaranty. (a) The Performance Guarantor hereby unconditionally and irrevocably guarantees the full and punctual payment and performance when due, as a guaranty of payment and not of collection, whether at the Stated Maturitystated maturity, or earlier or later by acceleration or otherwise, of all obligations of the Issuer Servicer and each Originator in all capacities in which any such party acts under the Transaction Documents, now or hereafter existing under the Indenture Transaction Documents, and the Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise obligations of the Borrower to indemnify pursuant to Sections 6.1 and 6.3 (such obligations of the Servicer, the Originators and the Borrower being the “Guaranteed Obligations”), and the Guarantor agrees to pay any and all reasonable and properly documented out-of-pocket expenses (including reasonable and documented counsel fees and expensesAttorney Costs) incurred by the Trustee or any Noteholder in enforcing any rights under this Guaranty Performance Guaranty, together with respect interest on such expenses (from the time when such amounts were incurred, based on a three hundred and sixty-five (365) day year) at a rate per annum for each day equal to the Base Rate on such Guaranteed Obligationsday plus two percent (2.00%). Without limiting the generality of the foregoing, the Performance Guarantor’s liability shall extend to all amounts that which constitute part of the Guaranteed Obligations and would be owed by the Issuer any Person to the Trustee Borrowers or any Noteholder Beneficiary under the Indenture and the Notes any Transaction Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving such Person as debtor. Except for provisions which by their terms survive termination of this Agreement or another Transaction Document, the Issuer. (b) In the event that the Issuer does not make payments to the Trustee of all or any portion liability of the Guaranteed Obligations, upon receipt of notice of such non-payment from the Trustee, the Performance Guarantor will make immediate payment under this Performance Guaranty with respect to the Trustee of any such amount or portion of the Guaranteed Obligations owing or payable under the Indenture and the Notes. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid is subject to termination on the date that such amounts were required to be paid under Final Termination Date. Expiry of this Performance Guaranty shall not reduce or diminish the terms liability of the Indenture and Performance Guarantor to the Notes. (c) The obligation of the Guarantor under this Guaranty shall be absolute and unconditional upon receipt by it of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing Beneficiaries in respect of any Guaranteed Obligation incurred on before the Notes and the IndentureFacility Maturity Date. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemedNOTWITHSTANDING THE FOREGOING, for purposes of this GuarantyTHIS GUARANTEE IS NOT A GUARANTEE OF THE PAYMENT OR COLLECTION OF ANY OF THE POOL RECEIVABLES, to have been received by the Trustee on the next succeeding Business DayAND THE PERFORMANCE GUARANTOR SHALL NOT BE RESPONSIBLE FOR ANY GUARANTEED OBLIGATIONS TO THE EXTENT THE FAILURE TO PERFORM SUCH GUARANTEED OBLIGATIONS BY ANY ORIGINATOR OR SERVICER RESULTS FROM SUCH POOL RECEIVABLES BEING UNCOLLECTIBLE ON ACCOUNT OF THE INSOLVENCY, BANKRUPTCY OR LACK OF CREDITWORTHINESS OF THE RELATED OBLIGOR; PROVIDED THAT NOTHING HEREIN SHALL RELIEVE ANY ORIGINATOR OR SERVICER FROM PERFORMING IN FULL ITS GUARANTEED OBLIGATIONS OR RELIEVE THE PERFORMANCE GUARANTOR OF ITS UNDERTAKINGS HEREUNDER WITH RESPECT TO THE FULL PERFORMANCE OF SUCH DUTIES AS PROVIDED HEREIN.

Guaranty. (a) The Parent Guarantor hereby unconditionally and irrevocably irrevocably: (i) guarantees to the full Security Trustee for the account of the Finance Parties, as a primary obligor and not merely as a surety, punctual payment and performance by the Borrower of all its payment and performance obligations under the Loan Documents; (ii) undertakes that whenever the Borrower does not pay any amount (whether for principal, interest, fees, expenses or otherwise) when duedue (whether at stated maturity, by acceleration or otherwise) under or in connection with any Loan Document, the Parent Guarantor shall immediately on demand pay that amount as if it were the primary obligor; and (iii) agrees with the Security Trustee on behalf of the Finance Parties that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Loan Document on the date when it would have been due. The amount payable by such Parent Guarantor under this indemnity will not exceed the amount it would have had to pay under this Guaranty if the amount claimed had been recoverable on the basis of a guarantee (all obligations referred to in clauses (i) through (iii) above are herein referred to as the “Obligations”). (b) This Guaranty is a guaranty of payment and not of collectioncollection and the Parent Guarantor expressly agrees that it shall not be necessary or required that any of the Finance Parties exercise any right, whether at assert any claim or demand or enforce any remedy whatsoever against the Stated Maturity, Borrower or earlier any other Person before or later by acceleration or otherwise, of all as a condition to the obligations of the Issuer now Parent Guarantor hereunder. This Guaranty is a primary obligation of the Parent Guarantor and shall be an absolute, unconditional, present, and continuing obligation and shall not be subject to any counterclaim, setoff, deduction, diminution, abatement, recoupment, suspension, deferment, reduction, or hereafter existing defense based on any claim the Parent Guarantor or any other person may have against the Borrower or any other person, and shall not be released, discharged or affected by any circumstance whatsoever, including without limitation: (a) the unenforceability, invalidity, irregularity or lack of genuineness of the Credit Agreement, the Note, any other Loan Document or any of the obligations under the Indenture Credit Agreement, the Note and the Notesother Loan Documents; (b) any amendment, whether for principalmodification, interesttermination, make-whole premiumor removal of, Additional Amountsor addition or supplement to, feesthe Credit Agreement, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and the Guarantor agrees to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee Note or any Noteholder other Loan Document, or any change in enforcing time, manner, or place of payment or performance of any rights under this Guaranty with respect to such Guaranteed Obligations. Without limiting Obligation; (c) any assignment, mortgage, release, exchange, addition, or transfer of any Collateral; (d) any failure, refusal, omission or delay on the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Issuer to the Trustee Borrower or any Noteholder under other Person to conform or comply with any term of the Indenture and Credit Agreement, the Notes but for Note or any other Loan Document or any other agreement; (e) any waiver, consent, extension, indulgence, surrender, settlement, subordination, release, compromise, or other agreement, or the fact that they are unenforceable exercise or not allowable due to non-exercise of any right or remedy thereunder, with or without consideration; (f) the existence occurrence and/or continuance of a any bankruptcy, insolvency, reorganization reorganization, liquidation, arrangement, adjustment of debt, relief of debtors, dissolution, or similar proceeding involving the Issuer. (b) In the event that the Issuer does not make payments with respect to the Trustee of all Borrower, or any portion other Person, including without limitation any modification of the Guaranteed Obligations, upon receipt of notice of such non-payment from Borrower obligations under the TrusteeCredit Agreement, the Guarantor will make immediate payment Note or any other Loan Document in connection with any such proceeding; (g) any defect in the title, condition, compliance with specifications, design, operation, or fitness for use of, or any damage to or loss of, or governmental prohibition or restriction, condemnation, requisition, or seizure of, any Collateral for any reason; (h) any merger, consolidation, restructuring, termination of existence, sale of assets, or change in the Trustee ownership of any such amount membership interests or portion shares of capital stock of either of the Guaranteed Obligations owing Borrower or payable under the Indenture and Parent Guarantor; (i) any present or future law, regulation, or order in any jurisdiction (whether of right or in fact) or any agency thereof affecting any term of any Obligation or any rights of any of the Notes. Such notice shall specify the amount Finance Parties with respect thereto, including, without limitation, any law, regulation or amounts under the Indenture and the Notes that were not paid on the date that such amounts were required order purporting to be paid under vary the terms of payment or to restrict the Indenture and the Notes. (c) The obligation right or power of the Guarantor under this Guaranty shall be absolute and unconditional upon receipt by it Borrower or of the notice contemplated herein absent manifest error. The Parent Guarantor shall not be relieved to make payment of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in respect of the Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds Obligations to the Trustee. All payments actually received by Finance Parties; or (j) any other circumstances whatsoever which might otherwise constitute a defense available to, or a discharge of, the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by Borrower or the Trustee on the next succeeding Business DayParent Guarantor.

Guaranty. (a) The Guarantor hereby irrevocably and unconditionally guarantees as hereinafter provided to each Holder of a Security of any series authenticated and irrevocably guarantees delivered by the full Trustee, and to the Trustee, (i) the due and punctual payment of the principal of, premium, if any, and interest, if any, on such Security, when dueand as the same shall become due and payable, as a guaranty of payment and not of collectionsubject to any applicable grace period, whether at on the Stated Maturitydate of maturity, or earlier or later by acceleration or upon redemption pursuant to Article Ten or otherwise, according to the terms of such Security and this Indenture and (ii) all other obligations of the Issuer now hereunder. (b) The Guarantor hereby agrees that its obligations hereunder shall be as principal obligor and not merely as surety, and shall be unconditional, irrevocable and absolute, irrespective of the validity, regularity or hereafter existing under enforceability of the Indenture Securities of any series or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities of any series with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. (c) The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice with respect to the Security on which the Guaranty is endorsed or the indebtedness evidenced thereby, and all demands whatsoever and covenants that the Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses Guaranty not be discharged except by complete performance of the obligations of the Guarantor contained in the Securities and this Indenture. If any Securityholder or the Trustee is required by any court or otherwise to return to the Issuer, the Guarantor, any custodian, liquidator, trustee or other similar official acting in relation to the Issuer or the Guarantor, any amount paid by the Issuer or the Guarantor to the Trustee or such Securityholder, the Guaranty to the extent theretofore discharged, shall be reinstated in full force and effect. (such obligations being the “Guaranteed Obligations”), and the d) The Guarantor agrees to pay any and all costs and expenses (including reasonable and documented counsel attorneys' fees and expenses) incurred by the Trustee or any Noteholder Holders in enforcing any rights under this Guaranty with respect to such Guaranteed Obligations. Without limiting the generality Guaranty. (e) The Guarantor hereby waives, in favor of the foregoingHolders and the Trustee, any and all of its rights, protections, privileges and defenses provided by any applicable law to a guarantor and waives any right of set-off which the Guarantor’s liability shall extend to all Guarantor may have against the Holder of a Security in respect of any amounts that constitute part of the Guaranteed Obligations and would be owed which are or may become payable by the Issuer to the Trustee or any Noteholder under the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence Holder of a bankruptcy, insolvency, reorganization or similar proceeding involving Security to the Issuer. (b) In the event that the Issuer does not make payments to the Trustee of all or any portion of the Guaranteed Obligations, upon receipt of notice of such non-payment from the Trustee, the Guarantor will make immediate payment to the Trustee of any such amount or portion of the Guaranteed Obligations owing or payable under the Indenture and the Notes. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid on the date that such amounts were required to be paid under the terms of the Indenture and the Notes. (c) The obligation of the Guarantor under this Guaranty shall be absolute and unconditional upon receipt by it of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in respect of the Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business Day.

Guaranty. (a) The Parent Guarantor hereby unconditionally and irrevocably irrevocably: (i) guarantees to the full Security Trustee for the account of the Creditors, as a primary obligor and not merely as a surety, punctual payment and performance by the Borrowers of all their respective payment and performance obligations under the Transaction Documents; (ii) undertakes with the Security Trustee on behalf of the Creditors that whenever any of the Borrowers does not pay any amount (whether for principal, interest, fees, expenses or otherwise) when duedue (whether at stated maturity, by acceleration or otherwise) under or in connection with any Transaction Document, the Parent Guarantor shall immediately on demand pay that amount as if it were the primary obligor; and (iii) agrees with the Security Trustee on behalf of the Creditors that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Creditor immediately on demand against any cost, loss or liability it incurs as a result of the Borrowers not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Transaction Document on the date when it would have been due. The amount payable by such Parent Guarantor under this indemnity will not exceed the amount it would have had to pay under this Guaranty if the amount claimed had been recoverable on the basis of a guarantee (all obligations referred to in clauses (i) through (iii) above are herein referred to as the “Obligations”). (b) This Guaranty is a guaranty of payment and not of collectioncollection and the Parent Guarantor expressly agrees that it shall not be necessary or required that any of the Creditors exercise any right, whether at assert any claim or demand or enforce any remedy whatsoever against the Stated Maturity, Borrowers or earlier any other Person before or later by acceleration or otherwise, of all as a condition to the obligations of the Issuer now Parent Guarantor hereunder. This Guaranty is a primary obligation of the Parent Guarantor and shall be an absolute, unconditional, present, and continuing obligation and shall not be subject to any counterclaim, setoff, deduction, diminution, abatement, recoupment, suspension, deferment, reduction, or hereafter existing defense based on any claim the Parent Guarantor or any other person may have against the Borrowers or any other person, and shall not be released, discharged or affected by any circumstance whatsoever, including without limitation: (a) the unenforceability, invalidity, irregularity or lack of genuineness of the Credit Agreement, the Note, any other Transaction Document or any of the obligations under the Indenture Credit Agreement, the Note and the Notesother Transaction Documents; (b) any amendment, whether for principalmodification, interesttermination, make-whole premiumor removal of, Additional Amountsor addition or supplement to, feesthe Credit Agreement, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and the Guarantor agrees to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee Note or any Noteholder other Transaction Document, or any change in enforcing time, manner, or place of payment or performance of any rights under this Guaranty with respect to such Guaranteed Obligations. Without limiting Obligation; (c) any assignment, mortgage, release, exchange, addition, or transfer of any Collateral; (d) any failure, refusal, omission or delay on the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Issuer to the Trustee Borrowers or any Noteholder under other Person to conform or comply with any term of the Indenture and Credit Agreement, the Notes but for Note or any other Transaction Document or any other agreement; (e) any waiver, consent, extension, indulgence, surrender, settlement, subordination, release, compromise, or other agreement, or the fact that they are unenforceable exercise or not allowable due to non-exercise of any right or remedy thereunder, with or without consideration; (f) the existence occurrence and/or continuance of a any bankruptcy, insolvency, reorganization reorganization, liquidation, arrangement, adjustment of debt, relief of debtors, dissolution, or similar proceeding involving the Issuer. (b) In the event that the Issuer does not make payments with respect to the Trustee of all Borrowers, or any portion other Person, including without limitation any modification of the Guaranteed Obligations, upon receipt of notice of such non-payment from Borrowers’ obligations under the TrusteeCredit Agreement, the Guarantor will make immediate payment Note or any other Transaction Document in connection with any such proceeding; (g) any defect in the title, condition, compliance with specifications, design, operation, or fitness for use of, or any damage to or loss of, or governmental prohibition or restriction, condemnation, requisition, or seizure of, any Collateral for any reason; (h) any merger, consolidation, restructuring, termination of existence, sale of assets, or change in the Trustee ownership of any such amount membership interests or portion shares of capital stock of either of the Guaranteed Obligations owing Borrowers or payable under the Indenture and Parent Guarantor; (i) any present or future law, regulation, or order in any jurisdiction (whether of right or in fact) or any agency thereof affecting any term of any Obligation or any rights of any of the Notes. Such notice shall specify the amount Creditors with respect thereto, including, without limitation, any law, regulation or amounts under the Indenture and the Notes that were not paid on the date that such amounts were required order purporting to be paid under vary the terms of payment or to restrict the Indenture and the Notes. (c) The obligation right or power of the Guarantor under this Guaranty shall be absolute and unconditional upon receipt by it Borrowers or of the notice contemplated herein absent manifest error. The Parent Guarantor shall not be relieved to make payment of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in respect of the Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds Obligations to the Trustee. All payments actually received by Creditors; or (j) any other circumstances whatsoever which might otherwise constitute a defense available to, or a discharge of, the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by Borrowers or the Trustee on the next succeeding Business DayParent Guarantor.

Guaranty. (a) The Guarantor Company hereby unconditionally unconditionally, absolutely and irrevocably guarantees the full and punctual payment when dueguarantees, as primary obligor and not merely as surety, the repayment to each Relevant Bank, when due pursuant to the terms and conditions of this Agreement, of the amount of any Loan made pursuant to this Agreement to a Designated Subsidiary, together with accrued interest on such Loan; provided, however, that before any amount shall be deemed due and payable pursuant to this Section 12, the Relevant Bank must first give notice to the Company of the nonpayment by the Designated Subsidiary, and the Company shall have five Business Days from the receipt of such notice to cure or cause to be cured any and all such nonpayments. The Company's obligations hereunder constitute a guaranty of payment and not of collectioncollection merely. The Company hereby waives notice of, whether at and consents to, any extensions of time of payment, renewals, compromises, settlements, releases or other indulgences from time to time granted by the Stated MaturityRelevant Bank in respect of Loans made to Designated Subsidiaries. Except as otherwise provided in this Section 12, or earlier or later by acceleration or otherwisethe Company hereby waives presentment, protest, demand of payment, notice of dishonor and all notices and demands whatsoever. The obligations of the Issuer now or hereafter existing under the Indenture and the NotesCompany hereunder shall not be released, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses discharged or otherwise affected by (such obligations being i) any change in the “Guaranteed Obligations”)corporate existence or constitution, and structure or ownership of any Designated Subsidiary or the Guarantor agrees to pay Company, (ii) any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder in enforcing any rights under this Guaranty with respect to such Guaranteed Obligations. Without limiting the generality of the foregoinginsolvency, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Issuer to the Trustee or any Noteholder under the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving affecting the Issuer. Designated Subsidiary or its assets or the Company or (biii) In the event that existence of any claim, set-off or other rights which the Issuer does not make payments to Company may have at any time against the Trustee of all Relevant Bank or any portion other person. If at any time any payment of any obligation guaranteed hereunder is rescinded or must otherwise be restored or returned upon the Guaranteed Obligationsinsolvency, upon receipt bankruptcy or reorganization of notice of such non-payment from the Trusteea Designated Subsidiary or otherwise, the Guarantor will make immediate payment to the Trustee of any such amount or portion of the Guaranteed Obligations owing or payable under the Indenture and the Notes. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid on the date that such amounts were required to be paid under the terms of the Indenture and the Notes. (c) The obligation of the Guarantor Company's obligations under this Guaranty Section 12 with respect to such payment shall be absolute and unconditional upon receipt by it of the notice contemplated herein absent manifest errorreinstated at such time as though such payment had not been made. The Guarantor Company shall not be relieved exercise any of its obligations hereunder unless and until the Trustee shall have indefeasibly received all subrogation rights with respect to amounts required paid to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in respect of the Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee a Relevant Bank pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty, 12 until all amounts guaranteed hereunder payable to such Relevant Bank have been received paid in full. Following such payment in full with regard to a Relevant Bank, the Company shall be entitled to subrogation in the Relevant Bank's rights and, upon the reasonable request of the Company, the Relevant Bank agrees to cooperate with the Company in enforcement of the Company's subrogation rights, including the transfer and delivery by the Trustee on Relevant Bank to the next succeeding Business DayCompany of any and all evidence of indebtedness relating to such Loan within the possession or control of the Relevant Bank.

Guaranty. (a) The Guarantor hereby unconditionally and irrevocably guarantees the full and punctual payment when due, as a guaranty of payment and not of collection, whether at the Stated Maturity, or earlier or later by acceleration or otherwise, of all obligations of the Issuer now or hereafter existing under the Indenture and the 2018 Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and the Guarantor agrees to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder in enforcing any rights under this Guaranty with respect to such Guaranteed Obligations. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Issuer to the Trustee or any Noteholder under the Indenture and the 2018 Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuer. (b) In the event that the Issuer does not make payments to the Trustee of all or any portion of the Guaranteed Obligations, upon receipt of notice of such non-payment from the Trustee, the Guarantor will make immediate payment to the Trustee of any such amount or portion of the Guaranteed Obligations owing or payable under the Indenture and the 2018 Notes. Such notice shall specify the amount or amounts under the Indenture and the 2018 Notes that were not paid on the date that such amounts were required to be paid under the terms of the Indenture and the 2018 Notes. (c) The obligation of the Guarantor under this Guaranty shall be absolute and unconditional upon receipt by it of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in respect of the 2018 Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars euros and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York London time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business Day.

Guaranty. (a) The Guarantor hereby absolutely, irrevocably and unconditionally and irrevocably guarantees the full and punctual payment when due, as a guaranty of punctual and complete payment and not performance of collectioneach and every obligation of Purchaser under the Limited Notice to Proceed and work under and pursuant to the Contracts occurring on or before the Financial Close for the Project, whether at the Stated Maturitysuch obligation presently exists or is created, incurred or earlier or later by acceleration or otherwisearising from time to time hereafter, of all obligations of the Issuer now or hereafter existing as and when required to be performed under the Indenture Limited Notice to Proceed and the NotesContracts, whether for principalin all respects strictly in accordance with the terms, interestconditions and limitations contained in the Limited Notice to Proceed and the Contracts (collectively, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and agrees that if for any reason whatsoever Purchaser shall fail or be unable to duly, punctually and fully pay or perform any Guaranteed Obligation as and when due, Guarantor shall, in the Guarantor agrees event of a Purchaser Event of Default in performance of any of the Guaranteed Obligations by Purchaser under the Limited Notice to Proceed and the Contracts, upon written demand of IFCO, with prior written notice to Purchaser, forthwith pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder in enforcing any rights under this Guaranty with respect perform or cause to be performed such Guaranteed ObligationsObligation, without regard to any exercise or non-exercise by IFCO of any right, remedy, power or privilege under or in respect of the Limited Notice to Proceed and the Contracts against Purchaser. Without limiting the generality of the foregoingforegoing and notwithstanding anything herein to the contrary, a termination of the Limited Notice to Proceed and the Contracts by IFCO for an Event of Default by Purchaser occurring on or before the date of the Financial Close for the Project, if any, shall not impair, diminish, release or otherwise affect Guarantor’s liability obligations hereunder. This Guaranty is a guarantee of payment and performance and not of collection. All payments by Guarantor hereunder shall extend be made by deposit of immediately available funds to all amounts an account identified by IFCO. The Guarantor hereby guarantees that constitute part of payments hereunder shall be made in U.S. Dollars and in the Guaranteed Obligations and would be owed by manner required for the Issuer to the Trustee or any Noteholder relevant payment due from Purchaser under the Indenture Limited Notice to Proceed. This Guaranty shall continue in full force and effect until the Notes but earlier of (i) Financial Close for the fact that they are unenforceable Project or not allowable due to the existence of a bankruptcy, insolvency, reorganization (ii) Purchaser or similar proceeding involving the Issuer. (b) In the event that the Issuer does not make payments to the Trustee of Guarantor shall have satisfactorily performed or fully discharged all or any portion of the Guaranteed Obligations; provided, upon receipt however notwithstanding any provision in this Guaranty to the contrary, Guarantor shall have the full benefit of notice all defenses, setoffs, counterclaims, reductions, diminution or limitations of such non-payment any Guaranteed Obligations available to Purchaser pursuant to or arising from the Trustee, the Guarantor will make immediate payment Limited Notice to the Trustee of any such amount or portion of the Guaranteed Obligations owing or payable under the Indenture Proceed and the Notes. Such notice shall specify the amount Contracts or amounts under the Indenture otherwise and the Notes that were not paid on the date that such amounts were required to be paid under the terms of the Indenture Guarantor’s obligations and the Notes. (c) The obligation of the Guarantor under liability arising from this Guaranty shall be absolute no greater than that of Purchaser under the Limited Notice to Proceed and unconditional upon receipt by it the portions of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required Contracts to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in respect of the Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds performed prior to the Trustee. All payments actually received by Financial Close for the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business DayProject.

Guaranty. (a) The Guarantor Guarantors hereby absolutely, unconditionally and irrevocably guarantees guarantee to the full Administrative Agent and punctual payment when duethe other Lenders and their respective successors, as a guaranty of indorsees, transferees and assigns, the prompt and complete payment and not of collection, performance when due (whether at the Stated Maturityscheduled maturity, or earlier or later by acceleration required prepayment, declaration, acceleration, demand or otherwise, ) of all obligations of the Issuer now or hereafter existing under the Indenture and the Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and the Guarantor agrees agree to pay any and all expenses (including including, without limitation, reasonable and documented counsel fees and expensesexpenses of counsel) incurred by the Trustee Administrative Agent or any Noteholder other Lender in enforcing any rights under this Guaranty with respect to such Guaranteed Obligationsor any other Loan Document. Without limiting the generality of the foregoing, the Guarantor’s liability of Guarantors shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Issuer any Borrower to the Trustee or any Noteholder under the Indenture and the Notes Lender but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving such Borrower. Each Guarantor is and shall be liable for the IssuerObligations as a primary obligor. (b) In Each Guarantor, and by its acceptance of this Guaranty, the event Administrative Agent and each other Lender, hereby confirms that it is the Issuer does intention of all such Persons that this Guaranty and the obligations of such Guarantor hereunder not make payments constitute a fraudulent transfer or conveyance for purposes of Debtor Relief Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the Trustee of all or any portion of extent applicable to this Guaranty and the Guaranteed Obligations, upon receipt of notice obligations of such non-payment from Guarantor hereunder. To effectuate the Trusteeforegoing intention, the Administrative Agent, the other Lenders and the Guarantors hereby irrevocably agree that, notwithstanding any term or provision herein or in any other Loan Document, the maximum liability of each Guarantor will make immediate payment under this Guaranty at any time shall be limited to the Trustee maximum amount as will result in the obligations of any such amount Guarantor under this Guaranty not constituting a fraudulent transfer or portion of the Guaranteed Obligations owing or payable under the Indenture and the Notes. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid on the date that such amounts were required to be paid under the terms of the Indenture and the Notesconveyance. (c) The obligation Each Guarantor agrees that the Obligations may at any time and from time to time exceed the maximum amount of liability of such Guarantor hereunder without impairing this Guaranty or affecting the obligations of such Guarantor or the rights and remedies of any Lender hereunder. (d) No payment made by any Borrower, the Guarantors, any other guarantor or any other Person or received or collected by any Lender from any Borrower, the Guarantors, any other guarantor or surety or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment or performance of the Guarantor under this Guaranty Obligations shall be absolute and unconditional upon receipt deemed to modify, reduce, release or otherwise affect the liability of Guarantors hereunder which shall, notwithstanding any such payment (other than any payment made by it of the notice contemplated herein absent manifest error. The any Guarantor shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in respect of the Notes Obligations or any payment received or collected from any Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of Guarantors hereunder until the Obligations are indefeasibly paid in full in cash and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business DayCommitments are terminated or expired.

Guaranty. From and after the Execution Date (a) The as such term is defined under the Lease), Guarantor hereby absolutely, unconditionally and irrevocably guarantees the full and punctual payment when dueguarantees, as a guaranty of principal obligor and not merely as surety, to Landlord, the full, timely and unconditional payment and not of collectionperformance, whether at the Stated Maturity, or earlier or later by acceleration or otherwise, of all obligations of the Issuer now or hereafter existing under the Indenture and the Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and the Guarantor agrees to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder in enforcing any rights under this Guaranty with respect to such Guaranteed Obligations. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations strictly in accordance with the terms of the Lease, as such Guaranteed Obligations may be modified, amended, extended or renewed from time to time. This is a Guaranty of payment and would be owed by the Issuer to the Trustee or any Noteholder under the Indenture performance and the Notes but not merely of collection. Guarantor agrees that Guarantor is primarily liable for and responsible for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuer. (b) In the event that the Issuer does not make payments to the Trustee of all or any portion payment and performance of the Guaranteed Obligations. Guarantor shall be bound by all of the provisions, upon receipt terms, conditions, restrictions and limitations contained in the Lease which are to be observed or performed by Tenant, the same as if Guarantor was named therein as Tenant with joint and several liability with Tenant, and any remedies that Landlord has under the Lease against Tenant shall apply to Guarantor as well. If Tenant defaults in any Guaranteed Obligation under the Lease, Guarantor shall in lawful money of notice the United States, pay to Landlord on demand the amount due and owing under the Lease. Guarantor waives any rights to notices of acceptance, modifications, amendment, extension or breach of the Lease. If Guarantor is a natural person, it is expressly agreed that this guaranty shall survive the death of such non-payment from guarantor and shall continue in effect. The obligations of Guarantor under this Guaranty are independent of the Trustee, obligations of Tenant or any other guarantor. Guarantor acknowledges that this Guaranty and Guarantor’s obligations and liabilities under this Guaranty are and shall at all times continue to be absolute and unconditional in all respects and shall be the separate and independent undertaking of Guarantor will make immediate payment without regard to the Trustee genuineness, validity, legality or enforceability of the Lease, and shall at all times be valid and enforceable irrespective of any such amount other agreements or portion circumstances of any nature whatsoever which might otherwise constitute a defense to this Guaranty and the Guaranteed Obligations owing obligations and liabilities of Guarantor under this Guaranty or payable the obligations or liabilities of any other person or entity (including, without limitation, Tenant) relating to this Guaranty or the obligations or liabilities of Guarantor hereunder or otherwise with respect to the Lease or to Tenant. Guarantor hereby absolutely, unconditionally and irrevocably waives any and all rights it may have to assert any defense, set-off (except to the extent expressly provided for under the Indenture Lease), counterclaim or cross-claim of any nature whatsoever with respect to this Guaranty or the obligations or liabilities of Guarantor under this Guaranty or the obligations or liabilities of any other person or entity (including, without limitation, Tenant) relating to this Guaranty or the obligations or liabilities of Guarantor under this Guaranty or otherwise with respect to the Lease, in any action or proceeding brought by the holder hereof to enforce the obligations or liabilities of Guarantor under this Guaranty. This Guaranty sets forth the entire agreement and understanding of Landlord and Guarantor, and Guarantor acknowledges that no oral or other agreements, understandings, representations or warranties exist with respect to this Guaranty or with respect to the Notesobligations or liabilities of Guarantor under this Guaranty. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid on the date that such amounts were required to be paid under the terms The obligations of the Indenture and the Notes. (c) The obligation of the Guarantor under this Guaranty shall be absolute continuing and unconditional upon receipt by it irrevocable (a) during any period of time when the liability of Tenant under the Lease continues, and (b) until all of the notice contemplated herein absent manifest errorGuaranteed Obligations have been fully discharged by payment, performance or compliance. The If at any time all or any part of any payment received by Landlord from Tenant or Guarantor or any other person under or with respect to the Lease or this Guaranty has been refunded or rescinded pursuant to any court order, or declared to be fraudulent or preferential, or are set aside or otherwise are required to be repaid to Tenant, its estate, trustee, receiver or any other party, including as a result of the insolvency, bankruptcy or reorganization of Tenant or any other party (an “Invalidated Payment”), then Guarantor’s obligations under the Guaranty shall, to the extent of such Invalidated Payment be reinstated and deemed to have continued in existence as of the date that the original payment occurred. This Guaranty shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to affected or limited in any manner by whether Tenant may be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been curedliable, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in with respect of the Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemedGuaranteed Obligations individually, for purposes of this Guarantyjointly with other primarily, to have been received by the Trustee on the next succeeding Business Dayor secondarily.

Guaranty. (a) The Guarantor hereby absolutely, unconditionally and irrevocably guarantees the full due and punctual payment when due, as a guaranty of payment and not of collection, whether at the Stated MaturityMaturity Date, or earlier or later by acceleration or otherwise, of all obligations of the Issuer now or hereafter existing under the Indenture and the Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and the Guarantor agrees to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder in enforcing any rights under this Guaranty with respect to such Guaranteed Obligations. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Issuer to the Trustee or any Noteholder under the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuer. (b) In the event that the Issuer does not make payments to the Trustee of all or any portion of the Guaranteed Obligations, upon receipt of notice of such non-payment from by the TrusteeTrustee in substantially the form of Exhibit A hereto, the Guarantor will make immediate payment to the Trustee of any such amount or portion of the Guaranteed Obligations owing or payable under the Indenture and the Notes. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid on the date that such amounts were required to be paid under the terms of the Indenture and the Notes. (c) The obligation of the Guarantor under this Guaranty shall be absolute and unconditional upon receipt by it of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in respect of the Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business Day.

Guaranty. (a) The Guarantor hereby unconditionally and irrevocably guarantees the full and punctual payment when due, as a guaranty of payment and not of collection, whether at the Stated Maturity, or earlier or later by acceleration or otherwise, of all obligations of the Issuer now or hereafter existing under the Indenture and the 2021 Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and the Guarantor agrees to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder in enforcing any rights under this Guaranty with respect to such Guaranteed Obligations. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Issuer to the Trustee or any Noteholder under the Indenture and the 2021 Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuer. (b) In the event that the Issuer does not make payments to the Trustee of all or any portion of the Guaranteed Obligations, upon receipt of notice of such non-payment from the Trustee, the Guarantor will make immediate payment to the Trustee of any such amount or portion of the Guaranteed Obligations owing or payable under the Indenture and the 2021 Notes. Such notice shall specify the amount or amounts under the Indenture and the 2021 Notes that were not paid on the date that such amounts were required to be paid under the terms of the Indenture and the 2021 Notes. (c) The obligation of the Guarantor under this Guaranty shall be absolute and unconditional upon receipt by it of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in respect of the 2021 Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business Day.

Guaranty. The undersigned Guarantors (a) The Guarantor herein, so called, whether one or more, jointly and severally), for and in consideration of the premises and other good and valuable consideration paid, the receipt of which is hereby acknowledged and for the further consideration of inducing Landlord to make, agree and execute this Lease, does hereby unconditionally guarantee to Landlord, its successors, heirs, legal representatives ancl assigns, during the initial and irrevocably guarantees extension terms hereof, the full full, punctual and punctual prompt payment when dueof all rental and construction or remodeling costs as hereinafter set forth, without limitation, and any other sums due by Tenant to Landlord required under said Lease, and further agrees to be bound by, perform and observe each and every covenant and obligation of Tenant un(ter this Lease, without limitation, with the same force and effect as if Guarantors were designated in and had executed this Lease as Tenant hereunder. This is a guaranty guarantee of payment and not a guarantee of collection, whether at the Stated Maturity, or earlier or later by acceleration or otherwise, . This guarantee shall terminate only upon payment to Landlord of all rental and other sums required under this Lease and the performance by Tenant of all of its obligation hereunder. The obligations of Guarantors herein shall be extensive with and remain in effect as long as Tenant's obligations hereunder, and all extensions and modifications thereof, and shall continue as long as Tenant shall be liable, and to the Issuer now same extent and manner as Tenant. Guarantors agree that this contract is performable in El Paso County, Texas, and Guarantors waive the right to be sued elsewhere. Guarantors further agree that Landlord may bring suit against the Guarantors separately without having to contemporaneously or hereafter existing under previously sue the Indenture other Guarantors or exhau▇▇ remedies against Tenant. Guarantors agree that Landlord and the NotesTenant may without notice to or consent by Guarantors at any time enter into codifications, whether for principalextensions, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses amendments or otherwise (such obligations being the “Guaranteed Obligations”)other covenants respecting this Lease, and the Guarantor agrees Guarantors will not be released thereby, it being intended that any joinder, waiver, consent or agreement by Tenant by its own operation shall be deemed to pay any be a joinder, consent, waiver or agreement by Guarantors with respect thereto, and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder in enforcing any rights under this Guaranty that Guarantors shall continue as Guarantors with respect to such Guaranteed Obligations. Without limiting the generality of the foregoingthis Lease as so modified, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Issuer to the Trustee extended, amended or any Noteholder under the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuerotherwise affected. (b) In the event that the Issuer does not make payments to the Trustee of all or any portion of the Guaranteed Obligations, upon receipt of notice of such non-payment from the Trustee, the Guarantor will make immediate payment to the Trustee of any such amount or portion of the Guaranteed Obligations owing or payable under the Indenture and the Notes. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid on the date that such amounts were required to be paid under the terms of the Indenture and the Notes. (c) The obligation of the Guarantor under this Guaranty shall be absolute and unconditional upon receipt by it of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in respect of the Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business Day.

Guaranty. FOR VALUE RECEIVED and in consideration for and as an inducement to NORMANDY ▇▇▇▇▇▇▇▇▇ ROAD, LLC, a Delaware limited liability company (a“Landlord”) The Guarantor to lease certain real property to OXFORD IMMUNOTEC, LIMITED, a Delaware corporation, as tenant (“Tenant”), pursuant to a lease dated as of March 1, 2013 (the “Lease”) by and between Landlord and Tenant, the undersigned, OXFORD IMMUNOTEC, LIMITED, a United Kingdom company (“Guarantor”), does hereby unconditionally and irrevocably guarantees guarantee to Landlord the full and punctual payment when due, as a guaranty of payment and not of collection, whether at the Stated Maturity, or earlier or later by acceleration or otherwise, of all obligations Rent (as such term is defined in the Lease) payable by Tenant under the Lease throughout the term of the Issuer now or hereafter existing under Lease and any and all renewals and extensions thereof in accordance with and subject to the Indenture and provisions of the Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”)Lease, and the Guarantor agrees full performance and observance of all other terms, covenants, conditions and agreements therein provided to be performed and observed by Tenant under the terms of the Lease, for which the undersigned shall be jointly and severally liable with Tenant. If any Default on the part of Tenant shall occur under the Lease, the undersigned does hereby covenant and agree to pay any to Landlord in each and all expenses (including reasonable every instance such sum or sums of money and documented counsel fees to perform each and expenses) every covenant, condition and agreement under the Lease as Tenant is and shall become liable for or obligated to pay or perform under the Lease, together with the costs reasonably incurred by Landlord in connection therewith, including, without limitation, reasonable attorneys’ fees. Such payments of Rent and other sums shall be made monthly or at such other intervals as the Trustee same shall or may become payable under the Lease, including any Noteholder in enforcing accelerations thereof, all without requiring any rights under this Guaranty with respect to such Guaranteed Obligations. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed notice from Landlord (other than any notice required by the Issuer to the Trustee or any Noteholder under the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuer. (bLease) In the event that the Issuer does not make payments to the Trustee of all or any portion of the Guaranteed Obligations, upon receipt of notice of such non-payment from or non performance, all of which the Trustee, the Guarantor will make immediate payment to the Trustee undersigned hereby expressly waives. The maintenance of any such amount action or portion proceeding by Landlord to recover any sum or sums that may be or become due under the Lease and to secure the performance of any of the Guaranteed Obligations owing other terms, covenants and conditions of the Lease shall not preclude Landlord from thereafter instituting and maintaining subsequent actions or payable proceedings for any subsequent Default or Defaults of Tenant under the Indenture and Lease. The undersigned does hereby consent that without affecting the Notes. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid on the date that such amounts were required to be paid under the terms liability of the Indenture and the Notes. (c) The obligation of the Guarantor undersigned under this Guaranty and without notice to the undersigned, time may be given by Landlord to Tenant for payment of Rent and such other sums and performance of said other terms, covenants and conditions, or any of them, and such time extended and indulgence granted, from time to time, or Tenant may be dispossessed or Landlord may avail itself of or exercise any or all of the rights and remedies against Tenant provided by law or by the Lease, and may proceed either against Tenant alone or jointly against Tenant and the undersigned or against the undersigned alone without first prosecuting or exhausting any remedy or claim against Tenant. The undersigned does hereby further consent to any subsequent change, modification or amendment of the Lease as agreed by the parties in any of its terms, covenants or conditions, or in the Rent payable thereunder, or in the premises demised thereby, or in the term thereof, and to any assignment or assignments of the Lease, and to any subletting or sublettings of the premises demised by the Lease, and to any renewals or extensions thereof, all of which may be made without notice to or consent of the undersigned and without in any manner releasing or relieving the undersigned from liability under this Guaranty. The undersigned does hereby agree that the bankruptcy of Tenant shall have no effect on the obligations of the undersigned hereunder. The undersigned does hereby further agree that in respect of any payments made by the undersigned hereunder, the undersigned shall not have any rights based on suretyship, subrogation or otherwise to stand in the place of Landlord so as to compete with Landlord as a creditor of Tenant, unless and until all claims of Landlord under the Lease shall have been fully paid and satisfied. Neither this Guaranty nor any of the provisions hereof can be modified, waived or terminated, except by a written instrument signed by Landlord. The provisions of this Guaranty shall apply to, bind and inure to the benefit of the undersigned and Landlord and their respective heirs, legal representatives, successors and assigns. The undersigned, if there be more than one, shall be absolute jointly and unconditional upon receipt by it severally liable hereunder, and for purposes of such several liability the word “undersigned” wherever used herein shall be construed to refer to each of the notice contemplated herein absent manifest error. The Guarantor undersigned parties separately, all in the same manner and with the same effect as if each of them had signed separate instruments, and this Guaranty shall not be relieved revoked or impaired as to any of its such parties by the death of another party or by revocation or release of any obligations hereunder unless and until the Trustee of any other party. If Landlord should retain counsel and/or institute any suit against Guarantor to enforce this Guaranty or any covenants or obligations hereunder, then Guarantor shall have indefeasibly received all amounts required pay to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been curedLandlord, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principalupon demand, all accrued interest reasonable attorneys’ fees, costs and expenses, including, without limitation, court costs, filing fees, recording costs, and all other costs and expenses incurred in connection therewith (all of which are referred to herein as “Enforcement Costs”), in addition to all other amounts due hereunder. This Guaranty shall be governed by and owing construed in respect accordance with the internal laws of the Notes and state where the Indenture. All amounts payable premises demised by the Guarantor Lease are located. For the purpose solely of litigating any dispute under this Guaranty, the undersigned submits to the jurisdiction of the courts of said state. Any notice or other communication to be given to Landlord or the undersigned hereunder shall be payable in U.S. dollars writing and sent in immediately available funds accordance with the notice provisions of the Lease. Notices to Landlord shall be delivered to Landlord’s address as set forth in the Lease. Notices to the Trustee. All payments actually received by the Trustee pursuant undersigned shall be addressed as follows: Oxford Immunotec, Limited, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, Abingdon, Oxfordshire, OX14 4RZ, U.K. If Guarantor’s notice address as set forth above changes, Guarantor agrees to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes provide written notice to Landlord of this Guaranty, to have been received by the Trustee on the next succeeding Business Daysuch change in address.

Guaranty. (a) The Guarantor hereby unconditionally and irrevocably guarantees the full and punctual payment when due, as a guaranty of payment and not of collection, whether at the Stated Maturity, or earlier or later by acceleration or otherwise, of all obligations of the Issuer now or hereafter existing under the Indenture and the 2041 Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and the Guarantor agrees to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder in enforcing any rights under this Amended and Restated Guaranty with respect to such Guaranteed Obligations. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Issuer to the Trustee or any Noteholder under the Indenture and the 2041 Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuer. (b) In the event that the Issuer does not make payments to the Trustee of all or any portion of the Guaranteed Obligations, upon receipt of notice of such non-payment from the Trustee, the Guarantor will make immediate payment to the Trustee of any such amount or portion of the Guaranteed Obligations owing or payable under the Indenture and the 2041 Notes. Such notice shall specify the amount or amounts under the Indenture and the 2041 Notes that were not paid on the date that such amounts were required to be paid under the terms of the Indenture and the 2041 Notes. (c) The obligation of the Guarantor under this Amended and Restated Guaranty shall be absolute and unconditional upon receipt by it of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in respect of the 2041 Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 1:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Amended and Restated Guaranty, to have been received by the Trustee on the next succeeding Business Day.

Guaranty. (a) The Subject to the provisions of Sections 17 below, Guarantor hereby irrevocably, absolutely and unconditionally guarantees to Lender the full, prompt and irrevocably guarantees the full and punctual complete payment when due, as a guaranty of payment and not of collection, whether at the Stated Maturity, or earlier or later by acceleration or otherwise, of all obligations of the Issuer now or hereafter existing under the Indenture and the Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and the Guarantor agrees to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder in enforcing any rights under this Guaranty with respect to such Guaranteed Obligations. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part due of the Guaranteed Obligations and would be owed by the Issuer to the Trustee or any Noteholder under the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the IssuerObligations. (b) In the event that the Issuer does not make payments All sums payable to Lender under this Guaranty shall be payable on demand and without reduction for any offset, claim, counterclaim or defense. (c) Subject to the Trustee provisions of Sections 17 below, Guarantor hereby agrees to indemnify, defend and save harmless Lender from and against any and all costs, losses, liabilities, claims, causes of action, expenses and damages, including reasonable attorneys' fees and disbursements, which Lender may suffer or which otherwise may arise by reason of Borrower's failure to pay any of the Guaranteed Obligations when due, irrespective of whether such costs, losses, liabilities, claims, causes of action, expenses or damages are incurred by Lender prior or subsequent to (i) Lender's declaring the Principal, interest and other sums evidenced or secured by the Loan Documents to be due and payable, (ii) the commencement or completion of a judicial or non-judicial foreclosure of the Mortgage or (iii) the conveyance of all or any portion of the Guaranteed Obligations, upon receipt Property by deed-in-lieu of notice of such non-payment from the Trustee, the foreclosure. (d) Guarantor will make immediate payment to the Trustee agrees that no portion of any such amount sums applied (other than sums received from Guarantor in full or portion partial satisfaction of its obligations hereunder), from time to time, in reduction of the Debt shall be deemed to have been applied in reduction of the Guaranteed Obligations owing until such time as the Debt has been paid in full, or payable under the Indenture and the Notes. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid on the date that such amounts were required to be paid under the terms of the Indenture and the Notes. (c) The obligation of the Guarantor under this Guaranty shall be absolute and unconditional upon receipt by it of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved of its obligations hereunder unless and until have made the Trustee shall have indefeasibly received all amounts full payment required to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been curedhereunder, it being understood the intention hereof that the Guarantor’s obligations hereunder Guaranteed Obligations shall terminate following payment by be the Issuer and/or the Guarantor last portion of the entire principal, all accrued interest and all other amounts due and owing in respect of the Notes and the Indenture. All amounts payable by the Guarantor hereunder shall Debt to be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business Daydeemed satisfied.

Guaranty. (a) The Guarantor hereby irrevocably and unconditionally guarantees, as primary obligor and irrevocably guarantees not merely as surety, the full due and punctual payment in full of all Guarantied Obligations (as hereinafter defined) when the same shall become due, as a guaranty of payment and not of collection, whether at stated maturity, by acceleration, demand or otherwise (including amounts that would become due but for the Stated Maturity, or earlier or later by acceleration or otherwise, operation of the automatic stay under Section 362(a) of the Bankruptcy Code). The term “Guarantied Obligations” means any and all Obligations of the Co-Borrower and all payment obligations of the Issuer Co-Borrower or the applicable Subsidiary of the Guarantor under Related Credit Arrangements, now or hereafter existing under the Indenture and the Notesmade, incurred or created, whether for principalabsolute or contingent, interestliquidated or unliquidated, make-whole premiumwhether due or not due, Additional Amountsand however arising under or in connection with the Credit Agreement, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”)Related Credit Arrangements, and the Guarantor agrees to pay any and all expenses (other Loan Documents, including reasonable and documented counsel fees and expenses) incurred by those arising under successive borrowing transactions under the Trustee or any Noteholder in enforcing any rights under this Guaranty with respect to Credit Agreement which shall either continue such Guaranteed Obligations. Without limiting the generality obligations of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part Co-Borrower or such Subsidiary of the Guaranteed Obligations and would be owed by Guarantor or from time to time renew them after they have been satisfied. The Guarantor acknowledges that a portion of the Issuer Loans made to the Trustee or any Noteholder under Co-Borrower may be advanced for its benefit, that Letters of Credit issued to the Indenture and the Notes but Co-Borrower may be issued for the fact benefit of its business and that they the Guarantied Obligations are unenforceable being incurred for and will inure to its benefit. Any interest on any portion of the Guarantied Obligations that accrues after the commencement of any proceeding, voluntary or not allowable due to involuntary, involving the existence of a bankruptcy, insolvency, reorganization receivership, reorganization, liquidation or similar arrangement of the Co-Borrower (or, if interest on any portion of the Guarantied Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guarantied Obligations if said proceeding involving had not been commenced) shall be included in the Issuer. (b) Guarantied Obligations because it is the intention of the Guarantor and the Administrative Agent that the Guarantied Obligations should be determined without regard to any rule of law or order that may relieve the Co-Borrower of any portion of such Guarantied Obligations. In the event that the Issuer does not make payments to the Trustee of all or any portion of the Guaranteed Guarantied Obligations is paid by the Co-Borrower, the obligations of the Guarantor hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) is rescinded or recovered directly or indirectly from any of the Lender Group as a preference, fraudulent transfer or otherwise, and any such payments that are so rescinded or recovered shall constitute Guarantied Obligations. Subject to the other provisions of this Section 1, upon receipt the failure of notice the Co-Borrower to pay any of such non-payment from the TrusteeGuarantied Obligations when and as the same shall become due, the Guarantor will make immediate payment upon demand pay, or cause to be paid, in cash, to the Trustee of any such amount or portion Administrative Agent for the ratable benefit of the Guaranteed Obligations owing or payable under the Indenture and the Notes. Such notice shall specify the Lender Group, an amount or amounts under the Indenture and the Notes that were not paid on the date that equal to such amounts were required to be paid under the terms of the Indenture and the Notesthat have become due. (c) The obligation of the Guarantor under this Guaranty shall be absolute and unconditional upon receipt by it of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in respect of the Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business Day.

Guaranty. THE CLOUD MINDERS, INC., a Delaware profit corporation (a) The Guarantor the “Guarantor”), does hereby absolutely, unconditionally and irrevocably guarantees the full and punctual payment when dueguarantee to Lessor, as a guaranty of payment if the Guarantor was the Lessee, the full, faithful and not of collection, whether at the Stated Maturity, or earlier or later by acceleration or otherwise, prompt performance of all obligations imposed on Lessee by the terms of the Issuer now or hereafter existing under the Indenture and the Notesthis Lease, whether for principalincluding, interestwithout limitation, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and the Guarantor agrees to pay i) payment of any and all expenses (including reasonable Monthly Rent Payments and documented counsel fees and expenses) incurred other amounts whatsoever payable by the Trustee or any Noteholder in enforcing any rights Lessee under this Guaranty with respect Lease and/or the Profit Share Agreement, and (ii) performance and observance of all the covenants, terms, conditions and agreements of this Lease and the Profit Share Agreement to such Guaranteed Obligationsbe performed and observed by Lessee hereunder and/or thereunder. Without limiting The guaranty created hereby shall be enforceable by Lessor in an action against Guarantor without the generality necessity of any suit, action or proceeding by Lessor of any kind or nature whatsoever against Lessee or other co-guarantor, if any, without the necessity of any notice to Guarantor of Lessee’s default or breach under this Lease or the Profit Share Agreement, and without the necessity of any other notice or demand to Guarantor to which Guarantor might otherwise be entitled, all of which notice Guarantor hereby expressly waives. Guarantor hereby agrees that the validity of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Issuer to the Trustee or any Noteholder under the Indenture guaranty created hereby and the Notes but for the fact that they are unenforceable or not allowable due to the existence obligations of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuer. (b) In the event that the Issuer does not make payments to the Trustee of all or any portion of the Guaranteed Obligations, upon receipt of notice of such non-payment from the Trustee, the Guarantor will make immediate payment to the Trustee of any such amount or portion of the Guaranteed Obligations owing or payable under the Indenture and the Notes. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid on the date that such amounts were required to be paid under the terms of the Indenture and the Notes. (c) The obligation of the Guarantor under this Guaranty shall be absolute and unconditional upon receipt by it of the notice contemplated herein absent manifest error. The Guarantor hereunder shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be paid terminated, affected, diminished or impaired by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor reason of the entire principalassertion or the failure to assert by Lessor against Lessor or other co-guarantor, all accrued interest and all other amounts due and owing in respect if any, any of the Notes and rights or remedies reserved to Lessor pursuant to the Indentureprovisions of this Lease or the Profit Share Agreement, or any other remedy or right that Lessee may have at law or in equity or otherwise. All amounts payable by the The obligations of Guarantor hereunder shall in no way be payable in U.S. dollars and in immediately available funds to affected, modified or diminished by reasons of any assignment, renewal, modification or extension of this Lease or the TrusteeProfit Share Agreement, none of which shall require the permission of Guarantor. All payments actually received by of ▇▇▇▇▇▇'s rights and remedies under this Lease (including the Trustee pursuant guaranty created hereby) or the Profit Share Agreement are intended to this Section 2 after 12:00 p.m. (New York time) on be distinct, separate and cumulative, and no such right or remedy herein or therein is intended to be the exclusion of or a waiver of any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business Dayother.

Guaranty. (a) The Guarantor hereby unconditionally and irrevocably guarantees the full and punctual payment when due, as a guaranty of payment and not of collection, whether at the Stated Maturity, or earlier or later by acceleration or otherwise, of all obligations of the Issuer now or hereafter existing under the Indenture and the 2115 Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and the Guarantor agrees to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder in enforcing any rights under this Guaranty with respect to such Guaranteed Obligations. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Issuer to the Trustee or any Noteholder under the Indenture and the 2115 Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuer. (b) In the event that the Issuer does not make payments to the Trustee of all or any portion of the Guaranteed Obligations, upon receipt of notice of such non-payment from the Trustee, the Guarantor will make immediate payment to the Trustee of any such amount or portion of the Guaranteed Obligations owing or payable under the Indenture and the 2115 Notes. Such notice shall specify the amount or amounts under the Indenture and the 2115 Notes that were not paid on the date that such amounts were required to be paid under the terms of the Indenture and the 2115 Notes. (c) The obligation of the Guarantor under this Guaranty shall be absolute and unconditional upon receipt by it of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in respect of the 2115 Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business Day.

Guaranty. Effective (aincluding retroactively) The for Guaranteed Obligations accruing before, on and after the Execution Date (as such term is defined under the Lease), Guarantor hereby absolutely, unconditionally and irrevocably guarantees the full and punctual payment when dueguarantees, as a guaranty of principal obligor and not merely as surety, to Landlord, the full, timely and unconditional payment and not of collectionperformance, whether at the Stated Maturity, or earlier or later by acceleration or otherwise, of all obligations of the Issuer now or hereafter existing under the Indenture and the Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and the Guarantor agrees to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder in enforcing any rights under this Guaranty with respect to such Guaranteed Obligations. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations strictly in accordance with the terms of the Lease, as such Guaranteed Obligations may be modified, amended, extended or renewed from time to time. This is a Guaranty of payment and would be owed by the Issuer to the Trustee or any Noteholder under the Indenture performance and the Notes but not merely of collection. Guarantor agrees that Guarantor is primarily liable for and responsible for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuer. (b) In the event that the Issuer does not make payments to the Trustee of all or any portion payment and performance of the Guaranteed Obligations. Guarantor shall be bound by all of the provisions, upon receipt terms, conditions, restrictions and limitations contained in the Lease which are to be observed or performed by Tenant, the same as if Guarantor was named therein as Tenant with joint and several liability with Tenant, and any remedies that Landlord has under the Lease against Tenant shall apply to Guarantor as well. If Tenant defaults in any Guaranteed Obligation under the Lease, Guarantor shall in lawful money of notice the United States, pay to Landlord on demand the amount due and owing under the Lease. Guarantor waives any rights to notices of acceptance, modifications, amendment, extension or breach of the Lease. If Guarantor is a natural person, it is expressly agreed that this guaranty shall survive the death of such non-payment from guarantor and shall continue in effect. The obligations of Guarantor under this Guaranty are independent of the Trustee, obligations of Tenant or any other guarantor. Guarantor acknowledges that this Guaranty and Guarantor’s obligations and liabilities under this Guaranty are and shall at all times continue to be absolute and unconditional in all respects and shall be the separate and independent undertaking of Guarantor will make immediate payment without regard to the Trustee genuineness, validity, legality or enforceability of the Lease, and shall at all times be valid and enforceable irrespective of any such amount other agreements or portion circumstances of the Guaranteed Obligations owing or payable under the Indenture any nature whatsoever which might otherwise constitute a defense to this Guaranty and the Notesobligations and liabilities of Guarantor under this Guaranty or the obligations or liabilities of any other person or entity (including, without limitation, Tenant) relating to this Guaranty or the obligations or liabilities of Guarantor hereunder or otherwise with respect to the Lease or to Tenant. Such notice shall specify Guarantor hereby absolutely, unconditionally and irrevocably waives any and all rights it may have to assert any defense, set-off, counterclaim or cross-claim of any nature whatsoever with respect to this Guaranty or the amount obligations or amounts liabilities of Guarantor under this Guaranty or the Indenture obligations or liabilities of any other person or entity (including, without limitation, Tenant) relating to this Guaranty or the obligations or liabilities of Guarantor under this Guaranty or otherwise with respect to the Lease, in any action or proceeding brought by the holder hereof to enforce the obligations or liabilities of Guarantor under this Guaranty. This Guaranty sets forth the entire agreement and understanding of Landlord and Guarantor, and Guarantor acknowledges that no oral or other agreements, understandings, representations or warranties exist with respect to this Guaranty or with respect to the Notes that were not paid on the date that such amounts were required to be paid obligations or liabilities of Guarantor under the terms this Guaranty. The obligations of the Indenture and the Notes. (c) The obligation of the Guarantor under this Guaranty shall be absolute continuing and unconditional upon receipt by it irrevocable (a) during any period of time when the liability of Tenant under the Lease continues, and (b) until all of the notice contemplated herein absent manifest errorGuaranteed Obligations have been fully discharged by payment, performance or compliance. The If at any time all or any part of any payment received by Landlord from Tenant or Guarantor or any other person under or with respect to the Lease or this Guaranty has been refunded or rescinded pursuant to any court order, or declared to be fraudulent or preferential, or are set aside or otherwise are required to be repaid to Tenant, its estate, trustee, receiver or any other party, including as a result of the insolvency, bankruptcy or reorganization of Tenant or any other party (an “Invalidated Payment”), then Guarantor’s obligations under the Guaranty shall, to the extent of such Invalidated Payment be reinstated and deemed to have continued in existence as of the date that the original payment occurred. This Guaranty shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to affected or limited in any manner by whether Tenant may be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been curedliable, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in with respect of the Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemedGuaranteed Obligations individually, for purposes of this Guarantyjointly with other primarily, to have been received by the Trustee on the next succeeding Business Dayor secondarily.

Guaranty. In order to induce Licensor to enter into this Agreement and grant the Licenses and rights granted to Licensee hereunder, Fresenius GmbH hereby unconditionally, irrevocably and absolutely guaranties, as primary obligor and not merely as surety, the due and punctual performance and payment in full of all Obligations (as hereinafter defined) when the same shall be required to be performed or become due hereunder. The term "Obligations" includes any an all obligations of Licensee now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, and however arising under or in connection with this Agreement. Fresenius GmbH waives any right to (a) The Guarantor hereby unconditionally and irrevocably guarantees the full and punctual payment when due, as a guaranty of payment and not of collection, whether at the Stated Maturity, require Licensor to proceed against Licensee; or earlier or later by acceleration or otherwise, of all obligations of the Issuer now or hereafter existing under the Indenture and the Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and the Guarantor b) pursue any other remedy Licensor may have whatsoever. Fresenius GmbH further agrees to pay any all costs and all expenses (including reasonable and documented counsel expenses, including, without limitation, attorneys' fees and expenses) related costs, at any time paid or incurred by Licensor in endeavoring to enforce this guaranty. This guaranty is absolute and unconditional and shall not be affected by any act or thing whatsoever, except as expressly provided herein. This guaranty is not an accommodation, but rather a material consideration bargained for by Licensor in agreeing to enter into the Trustee transactions contemplated by this Agreement. No modification or any Noteholder in enforcing any rights under this Guaranty with respect to such Guaranteed Obligations. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Issuer to the Trustee or any Noteholder under the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuer. (b) In the event that the Issuer does not make payments to the Trustee of all or any portion of the Guaranteed Obligations, upon receipt of notice of such non-payment from the Trustee, the Guarantor will make immediate payment to the Trustee amendment of any such amount provision of this guaranty shall be effective unless in writing and subscribed by a duly authorized officer of Licensor. If any provision of this guaranty or portion of such provision, or the Guaranteed Obligations owing application thereof to any person or payable under circumstance, shall, to any extent, be held invalid or unenforceable, the Indenture remainder of this guaranty or the remainder of such provision and the Notes. Such notice shall specify the amount application thereof to other persons or amounts under the Indenture and the Notes that were not paid on the date that such amounts were required circumstances, other than those as to be paid under the terms of the Indenture and the Notes. (c) The obligation of the Guarantor under this Guaranty shall be absolute and unconditional upon receipt by which it of the notice contemplated herein absent manifest error. The Guarantor is held invalid or unenforceable, shall not be relieved affected thereby, and each term and provision of its obligations hereunder unless this guaranty shall be valid and until enforced to the Trustee shall have indefeasibly received all amounts required to be paid fullest extent permitted by the Guarantor hereunder (law. Fresenius GmbH waives all defenses to payment or performance available to guarantors or sureties by virtue of being guarantors or sureties and any Event of Default under that are not otherwise available to the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor primary obligor. In its performance of the entire principalforegoing guaranty, Fresenius GmbH shall be subject to all accrued interest and all other amounts due and owing in respect of the Notes obligations of Licensee and the Indenture. All amounts payable by the Guarantor hereunder Fresenius GmbH shall be payable in U.S. dollars and in immediately available funds entitled to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on assert any Business Day will be deemed, for purposes facts or circumstances constituting a material breach of this GuarantyAgreement by Licensor or which would constitute a legal or equitable discharge of any Obligation of Licensee hereunder. The foregoing notwithstanding, to have been received Fresenius GmbH shall not be released or discharged from this guaranty by the Trustee on the next succeeding Business Dayreason of any sublicensing, subcontracting or assignment permitted by this Agreement and, upon any such event, this guaranty shall continue in full force and effect.

Guaranty. (a) The Guarantor hereby unconditionally and irrevocably guarantees the full and punctual payment when due, as a guaranty of payment and not of collection, whether at the Stated Maturity, or earlier or later by acceleration or otherwise, of all obligations of the Issuer now or hereafter existing under the Indenture Indenture, the Notes and the NotesExchange Securities, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and the Guarantor agrees to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder in enforcing any rights under this Guaranty with respect to such Guaranteed Obligations. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Issuer to the Trustee or any Noteholder under the Indenture Indenture, the Notes and the Notes Exchange Securities but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuer. (b) In the event that the Issuer does not make payments to the Trustee of all or any portion of the Guaranteed Obligations, upon receipt of notice of such non-payment from the Trustee, the Guarantor will make immediate payment to the Trustee of any such amount or portion of the Guaranteed Obligations owing or payable under the Indenture Indenture, the Notes and the NotesExchange Securities. Such notice shall specify the amount or amounts under the Indenture and Indenture, the Notes or the Exchange Securities that were not paid on the date that such amounts were required to be paid under the terms of the Indenture Indenture, the Notes and the NotesExchange Securities. (c) The obligation of the Guarantor under this Guaranty shall be absolute and unconditional upon receipt by it of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in respect of the Notes Notes, the Exchange Securities and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business Day.

Guaranty. (a) The Guarantor hereby unconditionally and irrevocably guarantees the full and punctual payment when due, as a guaranty guarantee of payment and not of collection, whether at the Stated Maturity, or earlier or later by acceleration or otherwise, of all obligations of the Issuer now or hereafter existing under the Indenture and the Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and the Guarantor agrees to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder in enforcing any rights under this Guaranty with respect to such Guaranteed Obligations. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Issuer to the Trustee or any Noteholder under the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuer. (b) In the event that the Issuer does not make payments to the Trustee of all or any portion of the Guaranteed Obligations, upon receipt of notice of such non-payment from by the Trustee, the Guarantor will make immediate payment to the Trustee of any such amount or portion of the Guaranteed Obligations owing or payable under the Indenture and the Notes. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid on the date that such amounts were required to be paid under the terms of the Indenture and the Notes. (c) The obligation of the Guarantor under this Guaranty shall be absolute and unconditional upon receipt by it of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in respect of the Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 1:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business Day.

Guaranty. (a) The Guarantor hereby irrevocably, absolutely and unconditionally guarantees to Lender the full, prompt and irrevocably guarantees the full and punctual complete payment when due, as a guaranty of payment and not of collection, whether at the Stated Maturity, or earlier or later by acceleration or otherwise, of all obligations of the Issuer now or hereafter existing under the Indenture and the Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and the Guarantor agrees to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder in enforcing any rights under this Guaranty with respect to such Guaranteed Obligations. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part due of the Guaranteed Obligations and would be owed by the Issuer to the Trustee or any Noteholder under the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the IssuerObligations. (b) In All sums payable to Lender under this Guaranty shall be payable on demand and without reduction for any offset, claim, counterclaim or defense. (c) Guarantor hereby agrees to indemnify, defend and save harmless Lender from and against any and all costs, losses, liabilities, claims, causes of action, expenses and damages, including reasonable attorneys' fees and disbursements, which Lender may suffer or which otherwise may arise by reason of Borrower's failure to pay any of the event that Guaranteed Obligations when due, irrespective of whether such costs, losses, liabilities, claims, causes of action, expenses or damages are incurred by Lender prior or subsequent to (i) Lender's declaring the Issuer does not make payments Principal, interest and other sums evidenced or secured by the Loan Documents to be due and payable, (ii) the Trustee commencement or completion of a judicial or non-judicial foreclosure of the Mortgage or (iii) the conveyance of all or any portion of the Guaranteed Obligations, upon receipt Property by deed-in-lieu of notice of such non-payment from the Trustee, the foreclosure. (d) Guarantor will make immediate payment to the Trustee agrees that no portion of any such amount sums applied (other than sums received from Guarantor in full or portion partial satisfaction of its obligations hereunder), from time to time, in reduction of the Debt shall be deemed to have been applied in reduction of the Guaranteed Obligations owing until such time as the Debt has been paid in full, or payable under the Indenture and the Notes. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid on the date that such amounts were required to be paid under the terms of the Indenture and the Notes. (c) The obligation of the Guarantor under this Guaranty shall be absolute and unconditional upon receipt by it of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved of its obligations hereunder unless and until have made the Trustee shall have indefeasibly received all amounts full payment required to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been curedhereunder, it being understood the intention hereof that the Guarantor’s obligations hereunder Guaranteed Obligations shall terminate following payment by be the Issuer and/or the Guarantor last portion of the entire principal, all accrued interest and all other amounts due and owing in respect of the Notes and the Indenture. All amounts payable by the Guarantor hereunder shall Debt to be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business Daydeemed satisfied.

Guaranty. (a) The Guarantor hereby unconditionally and irrevocably guarantees the full and punctual payment when due, as a guaranty of payment and not of collection, whether at the Stated Maturity, or earlier or later by acceleration or otherwise, of all obligations of the Issuer now or hereafter existing under the Indenture and the 2022 Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and the Guarantor agrees to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder in enforcing any rights under this Guaranty with respect to such Guaranteed Obligations. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Issuer to the Trustee or any Noteholder under the Indenture and the 2022 Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuer. (b) In the event that the Issuer does not make payments to the Trustee of all or any portion of the Guaranteed Obligations, upon receipt of notice of such non-payment from the Trustee, the Guarantor will make immediate payment to the Trustee of any such amount or portion of the Guaranteed Obligations owing or payable under the Indenture and the 2022 Notes. Such notice shall specify the amount or amounts under the Indenture and the 2022 Notes that were not paid on the date that such amounts were required to be paid under the terms of the Indenture and the 2022 Notes. (c) The obligation of the Guarantor under this Guaranty shall be absolute and unconditional upon receipt by it of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in respect of the 2022 Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business Day.

Guaranty. (a) The Affiliate Guarantor hereby absolutely, unconditionally and irrevocably guarantees to the Administrator, regardless of the validity, regularity or enforceability of the Matson Guaranteed Documents, or the obligations thereunder, and regardless of any present or future law or order of any government or any agency thereof purporting to reduce, amend or otherwise vary any obligation of the Shipowner or to vary the terms of payment, (i) that the Shipowner will promptly perform and observe every term and condition in the Matson Guaranteed Documents to be performed or observed by the Shipowner, and (ii) that all amounts stated to be payable or which become payable under the Matson Guaranteed Documents to the Administrator and other amounts which may be owing by the Shipowner to the Administrator under the Matson Guaranteed Documents now or hereafter, will be promptly paid in full and punctual payment when due whether at maturity or earlier by reason of acceleration or otherwise or, if now due, when payment thereof shall be demanded by the Administrator, together with interest and any and all legal and other costs and expenses paid or incurred in connection therewith by the Administrator as a guaranty provided for in the Matson Guaranteed Documents, and, in the case of an extension or renewal, in whole or in part, the same will be promptly paid in cash or performed when due according to such extension or renewal. This is an irrevocable, absolute, completed, and continuing guarantee of payment and performance, and not a guarantee of collection. The Affiliate Guarantor shall be required to make said payments and/or cause the Shipowner to perform such obligations upon receipt of a written notice from the Administrator which states that the Shipowner has not promptly, whether completely or effectively made said payments or performed such obligations and is in Default. The failure of the Affiliate Guarantor to receive such a written notice or the failure of the Administrator to send said notice shall not relieve the Affiliate Guarantor of its obligations under this Affiliate Guaranty. The Affiliate Guarantor shall immediately pay to the Administrator or its designee in immediately available funds such payments guaranteed herein. b) The Affiliate Guarantor hereby consents and agrees that its obligations under this Affiliate Guaranty will not be discharged by any act or omission to act of any kind by the Administrator or any other person or any other circumstances whatsoever (including, but not limited to, any extension, rearrangement or renewal with respect to any indebtedness or other obligation of the Shipowner with or without notice to the Affiliate Guarantor, any waiver of any right of the Administrator under the terms of the Administrator's Note, the Agreement, the Mortgage or this Affiliate Guaranty, any release of security, any transfer or assignment of rights or obligations accruing to the Administrator under the Administrator's Note, the Agreement, the Mortgage or this Affiliate Guaranty, any corporate reorganization, dissolution, merger, acquisition of or by or other alteration of the corporate existence or structure of the Shipowner or the Affiliate Guarantor, discharge of the Shipowner in bankruptcy, the invalidity, illegality or unenforceability of the Administrator's Note, the Agreement, the Mortgage or this Affiliate Guaranty or the absence of any action to enforce the obligations of the Shipowner) which might constitute a legal or equitable discharge of the Affiliate Guarantor; it being the intention of the Affiliate Guarantor that this Affiliate Guaranty be absolute, continuing and unconditional and the guarantee hereunder shall only be discharged by the payment in full of all sums or performance of the obligations so guaranteed hereunder. c) The Affiliate Guarantor hereby irrevocably and unconditionally waives, in each case to the extent permitted by law: (i) notice of any of the matters referred to in this Affiliate Guaranty and any action by the Administrator in reliance thereon; (ii) all notices which may be required by statute, rule of law or otherwise to preserve any rights against the Affiliate Guarantor hereunder, including without limitations, any demand, protest, proof of notice of non-payment of all sums payable under the Administrator's Note or any notice of any failure on the part of the Shipowner to perform or comply with any covenant, term or obligations of any Transaction Document or other agreement to which it is a party; (iii) any requirement for the enforcement, assertion or exercise of any right, remedy, power or privilege under or with respect to the Mortgage, the Agreement or the Administrator's Note; (iv) any requirement of diligence; (v) any requirement that the Shipowner be joined as a party to any proceedings for the enforcement of any provision of this Affiliate Guaranty or that the Administrator proceed against any other guarantor executing this Affiliate Guaranty or any other guaranty agreement; (vi) any and all defenses to payment hereunder, except the defense of payment or performance already made; (vii) presentment, demand, protest, notice of protest and dishonor, notice of intent to accelerate and notice of acceptance; and (viii) the right to require the Administrator to pursue any remedy in the Administrator's power whatsoever. d) The Affiliate Guarantor hereby agrees that this Affiliate Guaranty shall continue to be effective or shall be reinstated, as the case may be, if at any time payment of any sum hereby guaranteed is rescinded or must be otherwise restored or returned by the Stated MaturityAdministrator, upon the insolvency, bankruptcy or earlier or later by acceleration reorganization of the Shipowner, or otherwise, all as though such payment had not been made. The Affiliate Guarantor further agrees that if the maturity of any obligations guaranteed herein be accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this Affiliate Guaranty without demand or notice to the Affiliate Guarantor. e) Any amount payable hereunder shall not be subject to any reduction by reason of any counterclaim, set-off, deduction, abatement or otherwise. f) The Affiliate Guarantor shall pay all obligations of the Issuer now or hereafter existing under the Indenture reasonable costs and the Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and the Guarantor agrees to pay any and all expenses (including reasonable and documented counsel including, without limitation, attorneys' fees and expenses) incurred in connection with the enforcement of the obligations of the Affiliate Guarantor under this Affiliate Guaranty. g) The Administrator's Note, the Agreement, the Mortgage and the other Matson Guaranteed Documents may not, without the consent of the Affiliate Guarantor, be amended, modified or endorsed in a way that has the effect of increasing the obligations of the Affiliate Guarantor. h) The Administrator may enforce the Affiliate Guarantor’s obligations hereunder without in any way first pursuing or exhausting any other rights or remedies which the Administrator may have against the Shipowner or any other person, firm or corporation or against any security the Administrator may hold. i) After a Default by the Trustee Shipowner under the Matson Guaranteed Documents and during the continuation thereof or any Noteholder until all amounts payable to the Administrator pursuant to the Administrator’s Note and the other Matson Guaranteed Documents have been paid in enforcing any rights under this Guaranty with respect to such Guaranteed Obligations. Without limiting the generality of the foregoingfull, whichever occurs sooner, the Guarantor’s liability shall extend Affiliate Guarantor may not enforce any right to all amounts that constitute part receive payment and may not accept any payment from the Shipowner under any right of subrogation the Guaranteed Obligations and would Affiliate Guarantor may have or be owed by entitled to claim against the Issuer Shipowner pursuant to the Trustee or any Noteholder under the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuerthis Guarantee. (bj) In the event that any action by the Issuer does not make payments to Shipowner, the Trustee of all or any portion management of the Guaranteed ObligationsShipowner, upon receipt or by the Affiliate Guarantor results or would result in dissolution of notice of such non-payment from the TrusteeShipowner pursuant to its Organizational Documents or governing law, the Guarantor will make immediate payment to the Trustee of any such amount or portion of the Guaranteed Obligations owing or payable under the Indenture and the Notes. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid on the date that such amounts were required to be paid under the terms of the Indenture and the Notes. (c) The obligation of the Guarantor under this Guaranty shall be absolute and unconditional upon receipt by it of the notice contemplated herein absent manifest error. The Affiliate Guarantor shall not be relieved of its obligations hereunder unless forthwith take all steps necessary to reform and until reestablish the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in respect of the Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business DayShipowner.

Guaranty. (a) The Guarantor hereby unconditionally and irrevocably guarantees the full and punctual payment when dueLandlord may require, as a condition precedent of Landlord choosing to enter into this Lease with Tenant, a binding guaranty (the "Guaranty") of payment Tenant's parent or other sponsor (the "Guarantor"), who meets Landlord’s then-current Guarantor requirements, which will cause the Guarantor to be jointly and severally liable with Tenant for all of Tenant's obligations hereunder. Landlord reserves the right to terminate this Lease (but has no obligation to exercise such right), in the event such Guaranty is not fully executed and returned within seven (7) days from the date of collectionexecution of this Lease by Tenant, whether and may exercise such right at any time after such 7 day period through the Stated Maturity, or earlier or later by acceleration or otherwise, of all obligations date Tenant is scheduled to take possession of the Issuer now Leased Premises. Tenant acknowledges Landlord could deliver notice of its right to terminate the Lease as described herein in accordance with the Notice Section of this Lease and may exercise such right for any or hereafter existing under the Indenture and the Notesno reason, whether for principalincluding, interestwithout limitation, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses due to additional leases being received with guarantors provided. When Landlord has determined that one or otherwise (such obligations being the “Guaranteed Obligations”)more Guarantors are required, and the Guarantor agrees to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder in enforcing any rights under this Guaranty with respect to such Guaranteed Obligations. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Issuer to the Trustee or any Noteholder under the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuer. (b) In the event that the Issuer does not make payments to the Trustee of all or any portion of the Guaranteed Obligations, upon receipt of notice of such non-payment from the Trustee, the Guarantor will make immediate payment to the Trustee of any such amount or portion of the Guaranteed Obligations owing or payable under the Indenture and the Notes. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid Tenant appears on the date that Tenant is scheduled to take possession without having a valid, fully executed Guaranty Agreement, acceptable to Landlord, Landlord may, in its sole discretion, elect to: a) exercise Landlord’s right to terminate this Lease at such amounts were required time and not permit Tenant to be paid under move-in to the terms Dwelling; or b) waive such obligation, and permit Tenant to take possession of the Indenture Dwelling without such Guaranty Agreement; or c) permit Tenant to move-in to the Dwelling subject to additional conditions established by the Landlord from time to time; or d) enforce this Lease, including Tenant’s obligations to pay Rent hereunder and not provide Tenant possession of the Leased Premises until Tenant satisfies the condition precedent of providing a binding Guaranty from a Guarantor meeting Landlord’s requirements. Tenant hereby acknowledges that Landlord would suffer significant expenses to evict a tenant who fails to pay Rent after providing possession and recognizes that the condition precedent of having a Guaranty prior to being provided possession is reasonable. If Tenant enters this Lease without having a Guaranty, Tenant acknowledges Tenant will remain liable for the Rent even if Tenant is not permitted to possess the Leased Premises due to a failure of the condition precedent of providing a Guaranty, subject only to Landlord’s duties under Prevailing Law to mitigate damages. TENANT FURTHER ACKNOWLEDGES THAT TENANT SHALL HAVE NO RIGHT TO TERMINATE THIS LEASE AT ANY TIME AFTER SIGNING DUE TO TENANT’S FAILURE TO OBTAIN A GUARANTY. Tenant understands that the Guaranty must be obtained directly from the Guarantor and that Landlord reserves all rights, both civil and criminal, for any false execution or forgery of the Guaranty. Tenant acknowledges that this Lease is for an essential necessity of Tenant, and that Tenant shall be fully bound by all of the terms, conditions, covenants and provisions hereof irrespective of Tenant's age or legal status. Tenant further consents to Landlord sharing with Guarantor, any information regarding Tenant in Landlord’s possession, including but not limited to, breaches of the Lease, termination of the Lease and the Notes. reasons therefore, and any incidents involving Tenant within the Neighborhood (c) The the foregoing however does not create any obligation of the Guarantor under this Guaranty shall be absolute and unconditional upon receipt by it Landlord to do so). The execution of the notice contemplated herein absent manifest error. The Guarantor Guaranty constitutes an additional assurance to Landlord of the performance of the terms, conditions, covenants and provisions of this Lease and shall not be relieved construed as a release of its Tenant's responsibilities and obligations hereunder unless or from the legal and until binding nature of this contract. It is understood by Tenant that failure to return the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder (Guaranty document does not release Tenant from his or her responsibilities and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of for the entire principal, all accrued interest and all other amounts due and owing in respect of the Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes Term of this GuarantyLease. IF THIS LEASE IS RENEWED BY TENANT, to have been received by the Trustee on the next succeeding Business DayWHETHER IN THE DWELLING OR ELSEWHERE IN THE NEIGHBORHOOD, GUARANTOR SHALL REMAIN LIABLE UNDER ITS GUARANTY FOR ALL OF TENANT'S OBLIGATIONS UNDER THE RENEWED LEASE. ANY RENEWAL OF THE LEASE BY TENANT ON OR BEFORE AUGUST 1, 2021, SHALL RENEW THE OBLIGATIONS OF GUARANTOR SUBJECT TO ANY LIMITATIONS UNDER PREVAILING LAW. IF THE RENEWAL LEASE INCLUDES INCREASED MONTHLY RENTAL OR OTHER FINANCIAL TERMS, THEN GUARANTOR'S LIABILITY UNDER ITS GUARANTY SHALL LIKEWISE INCREASE, SUBJECT TO ANY LIMITATIONS UNDER PREVAILING LAW.

Guaranty. (a) The Guarantor hereby unconditionally and irrevocably guarantees the full and punctual payment when due, as a guaranty of payment and not of collection, whether at the Stated Maturity, or earlier or later by acceleration or otherwise, of all obligations of the Issuer now or hereafter existing under the Indenture Indenture, the 2025 Notes and the NotesExchange Securities, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and the Guarantor agrees to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder in enforcing any rights under this Guaranty with respect to such Guaranteed Obligations. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Issuer to the Trustee or any Noteholder under the Indenture Indenture, the 2025 Notes and the Notes Exchange Securities but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuer. (b) In the event that the Issuer does not make payments to the Trustee of all or any portion of the Guaranteed Obligations, upon receipt of notice of such non-payment from the Trustee, the Guarantor will make immediate payment to the Trustee of any such amount or portion of the Guaranteed Obligations owing or payable under the Indenture Indenture, the 2025 Notes and the NotesExchange Securities. Such notice shall specify the amount or amounts under the Indenture and Indenture, the 2025 Notes or the Exchange Securities that were not paid on the date that such amounts were required to be paid under the terms of the Indenture Indenture, the 2025 Notes and the NotesExchange Securities. (c) The obligation of the Guarantor under this Guaranty shall be absolute and unconditional upon receipt by it of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in respect of the Notes 2025 Notes, the Exchange Securities and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business Day.

Guaranty. (a) The This Guaranty shall inure to the benefit of Beneficiaries and their respective successors and assigns. ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY GUARANTOR ARISING OUT OF OR RELATING TO THIS GUARANTY MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS GUARANTY EACH GUARANTOR ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS GUARANTY. Each Guarantor hereby unconditionally and irrevocably guarantees the full and punctual payment when due, as a guaranty of payment and not of collection, whether at the Stated Maturity, or earlier or later by acceleration or otherwise, agrees that service of all obligations process in any such proceeding in any such court may be made by registered or certified mail, return receipt requested, to such Guarantor at its address set forth below its signature hereto, such service being acknowledged by such Guarantor to be sufficient for personal jurisdiction in any action against such Guarantor in any such court and to be otherwise effective and binding service in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of the Issuer now or hereafter existing under the Indenture and the Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and the Guarantor agrees to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee Guarantied Party or any Noteholder Beneficiary to bring proceedings against such Guarantor in enforcing the courts of any rights under this Guaranty with respect to such Guaranteed Obligationsother jurisdiction. Without limiting the generality of the foregoingEACH GUARANTOR AND, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Issuer to the Trustee or any Noteholder under the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcyBY ITS ACCEPTANCE OF THE BENEFITS HEREOF, insolvencyGUARANTIED PARTY EACH AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS GUARANTY. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, reorganization or similar proceeding involving the Issuer. INCLUDING WITHOUT LIMITATION CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH GUARANTOR AND, BY ITS ACCEPTANCE OF THE BENEFITS HEREOF, GUARANTIED PARTY EACH (bI) ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT FOR SUCH GUARANTOR AND GUARANTIED PARTY TO ENTER INTO A BUSINESS RELATIONSHIP, THAT SUCH GUARANTOR AND GUARANTIED PARTY HAVE ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS GUARANTY OR ACCEPTING THE BENEFITS THEREOF, AS THE CASE MAY BE, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN THEIR RELATED FUTURE DEALINGS, AND (II) FURTHER WARRANTS AND REPRESENTS THAT EACH HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS OF THIS GUARANTY. In the event that the Issuer does not make payments to the Trustee of all or any portion of the Guaranteed Obligationslitigation, upon receipt of notice of such non-payment from the Trustee, the Guarantor will make immediate payment to the Trustee of any such amount or portion of the Guaranteed Obligations owing or payable under the Indenture and the Notes. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid on the date that such amounts were required to be paid under the terms of the Indenture and the Notes. (c) The obligation of the Guarantor under this Guaranty shall may be absolute and unconditional upon receipt by it of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required filed as a written consent to be paid a trial by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in respect of the Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business Daycourt.

Guaranty. (a) The Subject to the provisions hereof, Guarantor hereby -------- irrevocably, absolutely and unconditionally and irrevocably guarantees the full timely payment of all financial obligations which become due and punctual payable by Debtor to Creditor under or in connection with the Contract (collectively, "Obligations" and individually, an "Obligation") such that, if Debtor fails, neglects or refuses to perform any Obligation, Guarantor shall make such payment when duewithin ten business days after Guarantor receives written notice thereof. Notwithstanding the foregoing, as to any Obligation which Guarantor is called upon to pay or cause payment to be made, Guarantor reserves to itself the right to assert any and all defenses under the Contract which Debtor could assert against Creditor with respect to such Obligation; provided, however, that such reservation shall not include any legal or equitable discharge or defense of a guarantor or surety arising out of any of the events described in Section 2 or Section 3 hereof. The guarantee of Guarantor pursuant to this Section 1 is limited to 50 percent of the Obligations ; provided, however, that in no event shall the maximum aggregate liability of Guarantor under this Guaranty exceed $10,000,000 (the "Guaranty Cap Amount") plus any amounts owed for collecting or enforcing this Guaranty pursuant to the next sentence hereof; provided further, that Guarantor's obligations hereunder are separate and independent obligations from those of Dominion under Dominion's Guaranty of even date herewith and neither Guarantor nor Dominion shall be liable for the obligations of the other under their respective guaranties by reason of joint and several liability or otherwise. In addition to Guarantor's liability for the Obligations set forth herein, Guarantor agrees to pay to Creditor such further amounts as shall be sufficient to cover the costs of collecting or enforcing this Guaranty (including reasonable fees, expenses and disbursements of counsel). This Guaranty is a guaranty of payment and not of collection, whether at the Stated Maturity, or earlier or later by acceleration or otherwise, of all obligations of the Issuer now or hereafter existing under the Indenture and the Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and the Guarantor agrees to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder in enforcing any rights under this Guaranty with respect to such Guaranteed Obligations. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Issuer to the Trustee or any Noteholder under the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuer. (b) In the event that the Issuer does not make payments to the Trustee of all or any portion of the Guaranteed Obligations, upon receipt of notice of such non-payment from the Trustee, the Guarantor will make immediate payment to the Trustee of any such amount or portion of the Guaranteed Obligations owing or payable under the Indenture and the Notes. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid on the date that such amounts were required to be paid under the terms of the Indenture and the Notes. (c) The obligation of the Guarantor under this Guaranty shall be absolute and unconditional upon receipt by it of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in respect of the Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business Day.

Guaranty. (a) The Guarantor hereby unconditionally unconditionally, absolutely and (subject to the express provisions hereof with respect to termination) irrevocably guarantees the full and punctual payment and performance when due, as a guaranty of payment and not of collectionwhether upon demand, whether at the Stated Maturitystated maturity, or earlier or later by upon acceleration or otherwise, of all Seller’s obligations arising under the Transaction Agreements (including any payment obligations arising on account of the indemnification obligations of the Issuer now or hereafter existing Seller under the Indenture Agreement), as the Transaction Agreements may be amended or modified by agreement in writing between Seller and the NotesBeneficiary from time to time (collectively, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and the Guarantor agrees to pay . Notwithstanding any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder in enforcing any rights under other provision of this Guaranty to the contrary, in no event shall Guarantor’s obligations and liabilities to Beneficiary hereunder exceed Seller’s obligations and liabilities to Beneficiary as set forth in the Transaction Agreements. (b) Guarantor shall reimburse the Beneficiary for all sums paid to the Beneficiary by Seller with respect to such Guaranteed Obligations. Without limiting Obligations which the generality Beneficiary is subsequently required to return to Seller or a representative of the foregoingSeller’s creditors as a result of Seller’s bankruptcy, the Guarantor’s liability insolvency, liquidation, or similar proceeding. (c) This Guaranty shall extend to be a continuing guaranty of all amounts that constitute part of the Guaranteed Obligations and would shall apply to and secure any ultimate balance due or remaining unpaid to the Beneficiary with respect to the Guaranteed Obligations; and this Guaranty shall not be owed considered as wholly or partially satisfied by the Issuer payment at any time of any sum of money if any Guaranteed Obligations remain unpaid to the Trustee or any Noteholder under the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the IssuerBeneficiary. (bd) In This Guaranty shall continue to be effective or be reinstated, as the event that the Issuer does not make payments to the Trustee of all or case may be, if at any portion of the Guaranteed Obligations, upon receipt of notice of such non-time any payment from the Trustee, the Guarantor will make immediate payment to the Trustee of any such amount or portion of the Guaranteed Obligations owing is rescinded or payable under must otherwise be returned by the Indenture and the Notes. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid Beneficiary on the date that insolvency, bankruptcy or reorganization of Seller or Guarantor or otherwise, all as though such amounts were required to be paid under the terms of the Indenture and the Notespayment had not been made. (cf) The obligation Subject to Section 2(g), if, after the closing of the transactions contemplated by the Agreement, Guarantor merges or consolidates with or into any other entity, or dissolves, liquidates, sells, assigns, transfers or otherwise disposes of all or substantially all of the assets owned by Guarantor, directly or indirectly, to any other entity, then such entity shall assume in writing all of Guarantor’s obligations under this Guaranty Guaranty, and shall be absolute deemed to have assumed all of Guarantor’s obligations under this Guaranty, and unconditional upon receipt by it shall be directly liable to Beneficiary hereunder with respect to same, from and after the date of any such merger, consolidation, sale, assignment, transfer or disposition. Promptly following the closing of any such merger, consolidation, sale, assignment transfer or disposition, Guarantor shall provide Beneficiary with notice of such merger, consolidation, sale, assignment, transfer or disposition together with a copy of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved assuming entity’s assumption of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by hereunder. (g) If a disposition of assets and distribution of proceeds would result in the Issuer and/or consolidated net worth of the Guarantor being less than three billion United States dollars ($3,000,000,000), Guarantor shall, at least ten (10) business days prior to such disposition and distribution, cause affiliates of Guarantor, which when combined with the entire principalremaining net worth of Guarantor, all accrued interest and all other amounts due and owing in respect will have a consolidated net worth of the Notes and the Indenture. All amounts payable by the at least three billion United States Dollars ($3,000,000,000), if such affiliates of Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guarantyexist, to have been received by the Trustee on the next succeeding Business Dayagree in writing to assume all of Guarantor’s obligations under this Guaranty and to be jointly and severally liable with Guarantor and directly liable to Beneficiary hereunder with respect to same.

Guaranty. TO: AEP Texas North Company and its successors and assigns (acollectively “Beneficiary”) The Guarantor FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, and to induce Beneficiary to enter into a Standard Generation Interconnection Agreement dated as of , as the same may be amended from time to time (the “Agreement”), with [Generator name], a (“Debtor”), the undersigned , a (“Guarantor”), hereby irrevocably and unconditionally and irrevocably guarantees the due punctual and full payment of any and punctual payment when dueall obligations of the Debtor to the Beneficiary now or hereafter due pursuant to the Agreement or pursuant to applicable law in connection with the activities of the parties under the Agreement (the “Guaranteed Obligations”). Upon any failure by the Debtor to pay any of the Guaranteed Obligations, as the Guarantor agrees that it will forthwith on demand pay any amounts which the Debtor has failed to pay the Beneficiary, at the place and in the manner specified in the Agreement. This Guaranty is a guaranty of payment and not merely a guaranty of collection. The Guarantor agrees that the Beneficiary may resort to the Guarantor for payment of any of the Guaranteed Obligations, whether at or not the Stated MaturityBeneficiary shall have resorted to any collateral security, or earlier shall have proceeded against any other obligor principally or later secondarily obligated with respect to any of the Guaranteed Obligations. Guarantor reserves the right to assert defenses which the Debtor may have to payment of any Guaranteed Obligations other than defenses based on lack of capacity, lack of authorization, lack of due execution, illegality, or limitations of actions, or arising from the bankruptcy, insolvency, or similar proceeding of the Debtor and other defenses expressly waived hereby. The Guarantor agrees that, in the event of the dissolution or bankruptcy of the Debtor, if such event shall occur at a time when any of the Guaranteed Obligations may not then be due and payable, the Guarantor will pay the Beneficiary forthwith the full amount which would be payable hereunder by acceleration or otherwise, of the Guarantor if all such Guaranteed Obligations were then due and payable and in default. The obligations of the Issuer now or hereafter existing under the Indenture Guarantor hereunder shall be unconditional and the Notesabsolute and, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and the Guarantor agrees to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder in enforcing any rights under this Guaranty with respect to such Guaranteed Obligations. Without without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Issuer to the Trustee or any Noteholder under the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuer. (b) In the event that the Issuer does not make payments to the Trustee of all or any portion of the Guaranteed Obligations, upon receipt of notice of such non-payment from the Trustee, the Guarantor will make immediate payment to the Trustee of any such amount or portion of the Guaranteed Obligations owing or payable under the Indenture and the Notes. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid on the date that such amounts were required to be paid under the terms of the Indenture and the Notes. (c) The obligation of the Guarantor under this Guaranty shall be absolute and unconditional upon receipt by it of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been curedreleased, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in respect of the Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business Day.discharged or otherwise affected by:

Guaranty. (a) The Guarantor hereby unconditionally and irrevocably guarantees the full and punctual payment when due, as a guaranty of payment and not of collection, whether at the Stated Maturity, or earlier or later by acceleration or otherwise, of all obligations of the Issuer now or hereafter existing under the Indenture and the 2021 Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and the Guarantor agrees to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder in enforcing any rights under this Guaranty with respect to such Guaranteed Obligations. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Issuer to the Trustee or any Noteholder under the Indenture and the 2021 Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuer. (b) In the event that the Issuer does not make payments to the Trustee of all or any portion of the Guaranteed Obligations, upon receipt of notice of such non-payment from by the Trustee, the Guarantor will make immediate payment to the Trustee of any such amount or portion of the Guaranteed Obligations owing or payable under the Indenture and the 2021 Notes. Such notice shall specify the amount or amounts under the Indenture and the 2021 Notes that were not paid on the date that such amounts were required to be paid under the terms of the Indenture and the 2021 Notes. (c) The obligation of the Guarantor under this Guaranty shall be absolute and unconditional upon receipt by it of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in respect of the 2021 Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 1:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business Day.

Guaranty. (a) The Guarantor hereby unconditionally and irrevocably guarantees the full and punctual payment when due, as a guaranty of payment and not of collection, whether at the Stated Maturity, or earlier or later by acceleration or otherwise, of all obligations of the Issuer now or hereafter existing under the Indenture and the 2016 Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and the Guarantor agrees to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder in enforcing any rights under this Guaranty with respect to such Guaranteed Obligations. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Issuer to the Trustee or any Noteholder under the Indenture and the 2016 Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuer. (b) In the event that the Issuer does not make payments to the Trustee of all or any portion of the Guaranteed Obligations, upon receipt of notice of such non-payment from by the Trustee, the Guarantor will make immediate payment to the Trustee of any such amount or portion of the Guaranteed Obligations owing or payable under the Indenture and the 2016 Notes. Such notice shall specify the amount or amounts under the Indenture and the 2016 Notes that were not paid on the date that such amounts were required to be paid under the terms of the Indenture and the 2016 Notes. (c) The obligation of the Guarantor under this Guaranty shall be absolute and unconditional upon receipt by it of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in respect of the 2016 Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 1:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business Day.

Guaranty. THE CLOUD MINDERS, INC., a Delaware profit corporation, and GLOBAL DIGITAL HOLDINGS, INC., a Georgia profit corporation (a) The Guarantor each, jointly and severally, the “Guarantor”), each does hereby absolutely, unconditionally and irrevocably guarantees the full and punctual payment when dueguarantee to Lessor, as a guaranty of payment if the Guarantor was the Lessee, the full, faithful and not of collection, whether at the Stated Maturity, or earlier or later by acceleration or otherwise, prompt performance of all obligations imposed on Lessee by the terms of the Issuer now or hereafter existing under the Indenture and the Notesthis Lease, whether for principalincluding, interestwithout limitation, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and the Guarantor agrees to pay i) payment of any and all expenses (including reasonable Monthly Rent Payments and documented counsel fees and expenses) incurred other amounts whatsoever payable by the Trustee or any Noteholder in enforcing any rights Lessee under this Guaranty with respect Lease and/or the Profit Share Agreement, and (ii) performance and observance of all the covenants, terms, conditions and agreements of this Lease and the Profit Share Agreement to such Guaranteed Obligationsbe performed and observed by Lessee hereunder and/or thereunder. Without limiting The guaranty created hereby shall be enforceable by Lessor in an action against Guarantor, jointly and severally, without the generality necessity of any suit, action or proceeding by Lessor of any kind or nature whatsoever against Lessee or other co-guarantor, without the necessity of any notice to Guarantor of Lessee’s default or breach under this Lease or the Profit Share Agreement, and without the necessity of any other notice or demand to Guarantor to which Guarantor might otherwise be entitled, all of which notice Guarantor hereby expressly waives. Guarantor hereby agrees that the validity of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Issuer to the Trustee or any Noteholder under the Indenture guaranty created hereby and the Notes but for the fact that they are unenforceable or not allowable due to the existence obligations of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuer. (b) In the event that the Issuer does not make payments to the Trustee of all or any portion of the Guaranteed Obligations, upon receipt of notice of such non-payment from the Trustee, the Guarantor will make immediate payment to the Trustee of any such amount or portion of the Guaranteed Obligations owing or payable under the Indenture and the Notes. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid on the date that such amounts were required to be paid under the terms of the Indenture and the Notes. (c) The obligation of the Guarantor under this Guaranty shall be absolute and unconditional upon receipt by it of the notice contemplated herein absent manifest error. The Guarantor hereunder shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be paid terminated, affected, diminished or impaired by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor reason of the entire principalassertion or the failure to assert by Lessor against Lessor or other co-guarantor, all accrued interest and all other amounts due and owing in respect if any, any of the Notes rights or remedies reserved to Lessor pursuant to the provisions of this Lease or the Profit Share Agreement, or any other remedy or right that Lessee may have at law or in equity or otherwise. The joint and the Indenture. All amounts payable by the several obligations of Guarantor hereunder shall in no way be payable in U.S. dollars and in immediately available funds to affected, modified or diminished by reasons of any assignment, renewal, modification or extension of this Lease or the TrusteeProfit Share Agreement, none of which shall require the permission of Guarantor. All payments actually received by of ▇▇▇▇▇▇'s rights and remedies under this Lease (including the Trustee pursuant guaranty created hereby) or the Profit Share Agreement are intended to this Section 2 after 12:00 p.m. (New York time) on be distinct, separate and cumulative, and no such right or remedy herein or therein is intended to be the exclusion of or a waiver of any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business Dayother.

Guaranty. From and after the Execution Date (a) The as such term is defined under the Lease), Guarantor hereby absolutely, unconditionally and irrevocably guarantees the full and punctual payment when dueguarantees, as a guaranty of principal obligor and not merely as surety, to Landlord, the full, timely and unconditional payment and not of collectionperformance, whether at the Stated Maturity, or earlier or later by acceleration or otherwise, of all obligations of the Issuer now or hereafter existing under the Indenture and the Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and the Guarantor agrees to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder in enforcing any rights under this Guaranty with respect to such Guaranteed Obligations. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations strictly in accordance with the terms of the Lease, as such Guaranteed Obligations may be modified, amended, extended or renewed from time to time. This is a Guaranty of payment and would be owed by the Issuer to the Trustee or any Noteholder under the Indenture performance and the Notes but not merely of collection. Guarantor agrees that Guarantor is primarily liable for and responsible for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuer. (b) In the event that the Issuer does not make payments to the Trustee of all or any portion payment and performance of the Guaranteed Obligations. Guarantor shall be bound by all of the provisions, upon receipt terms, conditions, restrictions and limitations contained in the Lease which are to be observed or performed by Tenant, the same as if Guarantor was named therein as Tenant with joint and several liability with Tenant, and any remedies that Landlord has under the Lease against Tenant shall apply to Guarantor as well. If Tenant defaults in any Guaranteed Obligation under the Lease, Guarantor shall in lawful money of notice the United States, pay to Landlord on demand the amount due and owing under the Lease. Guarantor waives any rights to notices of acceptance, modifications, amendment, extension or breach of the Lease. If Guarantor is a natural person, it is expressly agreed that this guaranty shall survive the death of such non-payment from guarantor and shall continue in effect. The obligations of Guarantor under this Guaranty are independent of the Trustee, obligations of Tenant or any other guarantor. Guarantor acknowledges that this Guaranty and Guarantor’s obligations and liabilities under this Guaranty are and shall at all times continue to be absolute and unconditional in all respects and shall be the separate and independent undertaking of Guarantor will make immediate payment without regard to the Trustee genuineness, validity, legality or enforceability of the Lease, and shall at all times be valid and enforceable irrespective of any such amount other agreements or portion circumstances of the Guaranteed Obligations owing or payable under the Indenture any nature whatsoever which might otherwise constitute a defense to this Guaranty and the Notesobligations and liabilities of Guarantor under this Guaranty or the obligations or liabilities of any other person or entity (including, without limitation, Tenant) relating to this Guaranty or the obligations or liabilities of Guarantor hereunder or otherwise with respect to the Lease or to Tenant. Such notice shall specify Guarantor hereby absolutely, unconditionally and irrevocably waives any and all rights it may have to assert any defense, set-off, counterclaim or cross-claim of any nature whatsoever with respect to this Guaranty or the amount obligations or amounts liabilities of Guarantor under this Guaranty or the Indenture obligations or liabilities of any other person or entity (including, without limitation, Tenant) relating to this Guaranty or the obligations or liabilities of Guarantor under this Guaranty or otherwise with respect to the Lease, in any action or proceeding brought by the holder hereof to enforce the obligations or liabilities of Guarantor under this Guaranty. This Guaranty sets forth the entire agreement and understanding of Landlord and Guarantor, and Guarantor acknowledges that no oral or other agreements, understandings, representations or warranties exist with respect to this Guaranty or with respect to the Notes that were not paid on the date that such amounts were required to be paid obligations or liabilities of Guarantor under the terms this Guaranty. The obligations of the Indenture and the Notes. (c) The obligation of the Guarantor under this Guaranty shall be absolute continuing and unconditional upon receipt by it irrevocable (a) during any period of time when the liability of Tenant under the Lease continues, and (b) until all of the notice contemplated herein absent manifest errorGuaranteed Obligations have been fully discharged by payment, performance or compliance. The If at any time all or any part of any payment received by Landlord from Tenant or Guarantor or any other person under or with respect to the Lease or this Guaranty has been refunded or rescinded pursuant to any court order, or declared to be fraudulent or preferential, or are set aside or otherwise are required to be repaid to Tenant, its estate, trustee, receiver or any other party, including as a result of the insolvency, bankruptcy or reorganization of Tenant or any other party (an “Invalidated Payment”), then Guarantor’s obligations under the Guaranty shall, to the extent of such Invalidated Payment be reinstated and deemed to have continued in existence as of the date that the original payment occurred. This Guaranty shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to affected or limited in any manner by whether Tenant may be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been curedliable, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in with respect of the Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemedGuaranteed Obligations individually, for purposes of this Guarantyjointly with other primarily, to have been received by the Trustee on the next succeeding Business Dayor secondarily.

Guaranty. (a) The Guarantor hereby Subject to the terms and conditions hereof, including but not limited to Section 1.08 below, Cannae Holdings, Inc. (the “Guarantor”) hereby, absolutely, unconditionally and irrevocably guarantees the full and punctual payment when due, as a guaranty of payment and not of collectionwhether by acceleration, whether at the Stated Maturity, or earlier or later by acceleration demand or otherwise, of all present and future obligations payable by Cannae Funding, LLC (the “Obligor”) to the Administrative Agent, for the benefit of the Issuer now or hereafter existing Lenders on a Pro Rata Basis (the “Beneficiary”), under the Indenture terms of that certain margin loan agreement, dated as of November 7, 2018 (the “Loan Agreement”), between the Obligor, Credit Suisse AG, Cayman Islands Branch, as administrative agent, Credit Suisse Securities (USA) LLC, as calculation agent, and the Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise lenders form time to time party thereto and the Security Agreement provided that such obligations become due and payable prior to the Guarantee Termination Date (such obligations being obligations, the “Guaranteed Obligations”). For the avoidance of doubt, amounts that may be paid-in-kind shall not be deemed due and the Guarantor agrees payable until they are required to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder be paid in enforcing any rights under this Guaranty with respect to such Guaranteed Obligationscash. Without limiting the generality of the foregoing, the Guarantor’s liability of the Guarantor shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed payable by the Issuer Obligor to the Trustee Beneficiary under or any Noteholder under in respect of the Indenture and Margin Loan Documentation giving rise to such Guaranteed Obligations (collectively, the Notes “Guaranteed Documents”) but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the IssuerObligor. This Guaranty is a guaranty of payment and not of collection. (b) In the event that the Issuer does not make payments to the Trustee of all or any portion Each of the Guaranteed ObligationsGuarantor, upon receipt and by its acceptance of notice of such non-payment from the Trusteethis Guaranty, the Guarantor will make immediate payment to Beneficiary, hereby confirm that it is the Trustee of any such amount or portion of intention that this Guaranty and the Guaranteed Obligations owing of the Guarantor hereunder not constitute a fraudulent transfer or payable under conveyance for purposes of the Indenture Debtor Relief Laws, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty and the NotesGuaranteed Obligations of the Guarantor hereunder. Such notice shall specify To effectuate the amount or amounts under foregoing intention, the Indenture Beneficiary and the Notes Guarantor hereby irrevocably agree that were not paid on the date that such amounts were required to be paid under the terms of the Indenture and the Notes. (c) The obligation Guaranteed Obligations of the Guarantor under this Guaranty at any time shall be absolute and unconditional upon receipt by it limited to the maximum amount as will result in the Guaranteed Obligations of the notice contemplated herein absent manifest error. The Guarantor shall under this Guaranty not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder (and any Event of Default constituting a fraudulent transfer or conveyance under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor Debtor Relief Laws or any comparable provision of the entire principal, all accrued interest and all other amounts due and owing in respect of the Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business Dayapplicable Law.

Guaranty. (a) The Guarantor Guarantor, as primary obligor and not merely as a surety, hereby unconditionally absolutely and irrevocably guarantees to Beneficiary the punctual payment and performance when due of the Guaranteed Obligations (as hereinafter defined). As used herein, “Guaranteed Obligations” means, collectively, (i) the full and prompt payment of all amounts, capital contributions, sums and charges payable by Guarantor-Affiliated Member under the Limited Liability Company Agreement, including, without limitation, all obligations of Guarantor-Affiliated Member to make Guaranty Equalization Payments and all indemnification obligations of Guarantor-Affiliated Member under the Limited Liability Company Agreement, (ii) the full and punctual payment when dueperformance and observance of all the terms, as a guaranty of payment covenants and not of collectionconditions provided to be performed, observed and complied with by Guarantor-Affiliated Member under the Limited Liability Company Agreement, or provided to be performed, observed and complied with by Guarantor-Affiliated Member or an affiliate or designee thereof (each, individually and collectively, “Obligor”) under any assumption agreement or other instrument delivered by it pursuant to the Limited Liability Company Agreement, whether at the Stated Maturity, or earlier or later by acceleration in respect of any Office Lease or otherwise, and (iii) the full and prompt payment of all obligations damages, costs and expenses which shall at any time be recoverable by Creditor Member from Guarantor-Affiliated Member or any other Obligor by virtue of the Issuer now or hereafter existing under the Indenture and Limited Liability Company Agreement or under any assumption agreement or other instrument delivered by it pursuant to the NotesLimited Liability Company Agreement, whether for principalincluding, interestwithout limitation, makeon account of any representations or warranties made by Guarantor-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and the Affiliated Member thereunder. Guarantor further agrees to pay any and all expenses Enforcement Costs (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder as hereinafter defined), in enforcing any rights addition to all other amounts due hereunder. Any amounts owed under this Guaranty (that are not accruing interest under the Limited Liability Company Agreement) which are not timely made by Guarantor in accordance with respect the terms of this Guaranty shall bear interest from the date payable at the rate of fifteen percent (15%) per annum until all such amounts are fully paid. Notwithstanding anything to such Guaranteed Obligations. Without limiting the generality contrary herein, (x) Guarantor shall have all of the foregoingsame rights, remedies and defenses as Guarantor-Affiliated Member, including, without limitation, the Guarantor’s liability shall extend right to all amounts that constitute part of exercise the Guaranteed Obligations dispute resolution procedures under and would be owed by the Issuer to the Trustee or any Noteholder under the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuer. (b) In the event that the Issuer does not make payments to the Trustee of all or any portion of the Guaranteed Obligations, upon receipt of notice of such non-payment from the Trustee, the Guarantor will make immediate payment to the Trustee of any such amount or portion of the Guaranteed Obligations owing or payable under the Indenture and the Notes. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid on the date that such amounts were required to be paid under in accordance with the terms of the Indenture Limited Liability Company Agreement, and (y) other than the Notes. (c) The obligation payment of Enforcement Costs, Guarantor shall have no greater liability than Guarantor-Affiliated Member or other Obligor under the Guarantor under this Guaranty shall be absolute and unconditional upon receipt Limited Liability Company Agreement or with respect to any assumption agreement or instrument delivered by it of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in respect of the Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business Daythereto.

Guaranty. (a) The Guarantor hereby unconditionally and irrevocably guarantees the full and punctual payment when due, as a guaranty of payment and not of collection, whether at the Stated Maturity, or earlier or later by acceleration or otherwise, of all obligations of the Issuer now or hereafter existing under the Indenture and the 2026 Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and the Guarantor agrees to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder in enforcing any rights under this Guaranty with respect to such Guaranteed Obligations. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Issuer to the Trustee or any Noteholder under the Indenture and the 2026 Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuer. (b) In the event that the Issuer does not make payments to the Trustee of all or any portion of the Guaranteed Obligations, upon receipt of notice of such non-payment from the Trustee, the Guarantor will make immediate payment to the Trustee of any such amount or portion of the Guaranteed Obligations owing or payable under the Indenture and the 2026 Notes. Such notice shall specify the amount or amounts under the Indenture and the 2026 Notes that were not paid on the date that such amounts were required to be paid under the terms of the Indenture and the 2026 Notes. (c) The obligation of the Guarantor under this Guaranty shall be absolute and unconditional upon receipt by it of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in respect of the 2026 Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business Day.

Guaranty. From and after the Execution Date (a) The as such term is defined under the Lease), Guarantor hereby absolutely, unconditionally and irrevocably guarantees the full and punctual payment when dueguarantees, as a guaranty of principal obligor and not merely as surety, to Landlord, the full, timely and unconditional payment and not of collectionperformance, whether at the Stated Maturity, or earlier or later by acceleration or otherwise, of all obligations of the Issuer now or hereafter existing under the Indenture and the Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and the Guarantor agrees to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder in enforcing any rights under this Guaranty with respect to such Guaranteed Obligations. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations strictly in accordance with the terms of the Lease, as such Guaranteed Obligations may be modified, amended, extended or renewed from time to time. This is a Guaranty of payment and would be owed by the Issuer to the Trustee or any Noteholder under the Indenture performance and the Notes but not merely of collection. Guarantor agrees that Guarantor is primarily liable for and responsible for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuer. (b) In the event that the Issuer does not make payments to the Trustee of all or any portion payment and performance of the Guaranteed Obligations. Guarantor shall be bound by all of the provisions, upon receipt of notice of such non-payment from terms, conditions, restrictions and limitations contained in the TrusteeLease which are to be observed or performed by Tenant, the same as if Guarantor will make immediate payment was named therein as Tenant with joint and several liability with Tenant, and any remedies that Landlord has under the Lease against Tenant shall apply to Guarantor as well. If Tenant defaults in any Guaranteed Obligation under the Lease, Guarantor shall in lawful money of the United States, pay to Landlord on demand the amount due and owing under the Lease. Guarantor waives any rights to notices of acceptance, modifications, amendment, extension or breach of the Lease. The obligations of Guarantor under this Guaranty are independent of the obligations of Tenant or any other guarantor. Guarantor acknowledges that this Guaranty and Guarantor's obligations and liabilities under this Guaranty are and shall at all times continue to be absolute and unconditional in all respects and shall be the separate and independent undertaking of Guarantor without regard to the Trustee genuineness, validity, legality or enforceability of the Lease, and shall at all times be valid and enforceable irrespective of any other agreements or circumstances of any nature whatsoever which might otherwise constitute a defense to this Guaranty and the obligations and liabilities of Guarantor under this Guaranty or the obligations or liabilities of any other person or entity (including, without limitation, Tenant) relating to this Guaranty or the obligations or liabilities of Guarantor hereunder or otherwise with respect to the Lease or to Tenant. Guarantor hereby absolutely, unconditionally and irrevocably waives any and all rights it may have to assert any defense, set-off, counterclaim or cross-claim of any nature whatsoever with respect to this Guaranty or the obligations or liabilities of Guarantor under this Guaranty or the obligations or liabilities of any other person or entity (including, without limitation, Tenant) relating to this Guaranty or the obligations or liabilities of Guarantor under this Guaranty or otherwise with respect to the Lease, in any action or proceeding brought by the holder hereof to enforce the obligations or liabilities of Guarantor under this Guaranty, but such amount waiver shall not extend to any defenses, set-offs, counterclaims or portion of the Guaranteed Obligations owing or payable cross-claims that Tenant may have against Landlord under the Indenture Lease. This Guaranty sets forth the entire agreement and understanding of Landlord and Guarantor, and Guarantor acknowledges that no oral or other agreements, understandings, representations or warranties exist with respect to this Guaranty or with respect to the Notesobligations or liabilities of Guarantor under this Guaranty. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid on the date that such amounts were required to be paid under the terms The obligations of the Indenture and the Notes. (c) The obligation of the Guarantor under this Guaranty shall be absolute continuing and unconditional upon receipt by it irrevocable (a) during any period of time when the liability of Tenant under the Lease continues, and (b) until all of the notice contemplated herein absent manifest errorGuaranteed Obligations have been fully discharged by payment, performance or compliance. The If at any time all or any part of any payment received by Landlord from Tenant or Guarantor or any other person under or with respect to the Lease or this Guaranty has been refunded or rescinded pursuant to any court order, or declared to be fraudulent or preferential, or are set aside or otherwise are required to be repaid to Tenant, its estate, trustee, receiver or any other party, including as a result of the insolvency, bankruptcy or reorganization of Tenant or any other party (an "Invalidated Payment"), then Guarantor's obligations under the Guaranty shall, to the extent of such Invalidated Payment be reinstated and deemed to have continued in existence as of the date that the original payment occurred. This Guaranty shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to affected or limited in any manner by whether Tenant may be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been curedliable, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in with respect of the Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemedGuaranteed Obligations individually, for purposes of this Guarantyjointly with other primarily, to have been received by the Trustee on the next succeeding Business Dayor secondarily.

Guaranty. (a) The Guarantor hereby unconditionally and irrevocably guarantees the full and punctual payment when due, as a guaranty of payment and not of collection, whether at the Stated Maturity, or earlier or later by acceleration or otherwise, of all obligations of the Issuer now or hereafter existing under the Indenture and the 2027 Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and the Guarantor agrees to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder in enforcing any rights under this Guaranty with respect to such Guaranteed Obligations. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Issuer to the Trustee or any Noteholder under the Indenture and the 2027 Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuer. (b) In the event that the Issuer does not make payments to the Trustee of all or any portion of the Guaranteed Obligations, upon receipt of notice of such non-payment from the Trustee, the Guarantor will make immediate payment to the Trustee of any such amount or portion of the Guaranteed Obligations owing or payable under the Indenture and the 2027 Notes. Such notice shall specify the amount or amounts under the Indenture and the 2027 Notes that were not paid on the date that such amounts were required to be paid under the terms of the Indenture and the 2027 Notes. (c) The obligation of the Guarantor under this Guaranty shall be absolute and unconditional upon receipt by it of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in respect of the 2027 Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business Day.

Guaranty. (a) The Guarantor Guarantor, as primary obligor and not merely as a surety, hereby unconditionally absolutely and irrevocably guarantees to Beneficiary the punctual payment and performance when due of the Guaranteed Obligations (as hereinafter defined). As used herein, “Guaranteed Obligations” means, collectively, (i) the full and prompt payment of all amounts, capital contributions, sums and charges payable by Guarantor-Affiliated Member under the Limited Liability Company Agreement, including, without limitation, all obligations of Guarantor-Affiliated Member to make Guaranty Equalization Payments and all indemnification obligations of Guarantor-Affiliated Member under the Limited Liability Company Agreement, (ii) the full and punctual payment when dueperformance and observance of all the terms, as a guaranty of payment covenants and not of collectionconditions provided to be performed, observed and complied with by Guarantor-Affiliated Member under the Limited Liability Company Agreement, or provided to be performed, observed and complied with by Guarantor-Affiliated Member or an affiliate or designee thereof (each, individually and collectively, “Obligor”) under any assumption agreement or other instrument delivered by it pursuant to the Limited Liability Company Agreement, whether at the Stated Maturityin respect of any Land Option, or earlier or later by acceleration Archstone Real Estate Asset, Office Lease or otherwise, and (iii) the full and prompt payment of all obligations damages, costs and expenses which shall at any time be recoverable by Creditor Member from Guarantor-Affiliated Member or any other Obligor by virtue of the Issuer now or hereafter existing under the Indenture and Limited Liability Company Agreement or under any assumption agreement or other instrument delivered by it pursuant to the NotesLimited Liability Company Agreement, whether for principalincluding, interestwithout limitation, makeon account of any representations or warranties made by Guarantor-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and the Affiliated Member thereunder. Guarantor further agrees to pay any and all expenses Enforcement Costs (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder as hereinafter defined), in enforcing any rights addition to all other amounts due hereunder. Any amounts owed under this Guaranty (that are not accruing interest under the Limited Liability Company Agreement) which are not timely made by Guarantor in accordance with respect the terms of this Guaranty shall bear interest from the date payable at the rate of fifteen percent (15%) per annum until all such amounts are fully paid. Notwithstanding anything to such Guaranteed Obligations. Without limiting the generality contrary herein, (x) Guarantor shall have all of the foregoingsame rights, remedies and defenses as Guarantor-Affiliated Member, including, without limitation, the Guarantor’s liability shall extend right to all amounts that constitute part of exercise the Guaranteed Obligations dispute resolution procedures under and would be owed by the Issuer to the Trustee or any Noteholder under the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuer. (b) In the event that the Issuer does not make payments to the Trustee of all or any portion of the Guaranteed Obligations, upon receipt of notice of such non-payment from the Trustee, the Guarantor will make immediate payment to the Trustee of any such amount or portion of the Guaranteed Obligations owing or payable under the Indenture and the Notes. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid on the date that such amounts were required to be paid under in accordance with the terms of the Indenture Limited Liability Company Agreement, and (y) other than the Notes. (c) The obligation payment of Enforcement Costs, Guarantor shall have no greater liability than Guarantor-Affiliated Member or other Obligor under the Guarantor under this Guaranty shall be absolute and unconditional upon receipt Limited Liability Company Agreement or with respect to any assumption agreement or instrument delivered by it of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in respect of the Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business Daythereto.

Guaranty. (a) The Guarantor hereby absolutely, unconditionally and irrevocably guarantees the full and punctual prompt payment when due, as a guaranty of payment and not of collection, whether at the Stated Maturitystated maturity, or earlier or later by acceleration or otherwise, of and at all obligations of the Issuer now or hereafter existing under the Indenture and the Notestimes thereafter, whether for all principal, interest, make-whole premiumfees and all other monetary obligations of the Trust owed to each of the Subordinate Certificate Holders relating to the Certificados Subordinados, Additional Amountshowsoever created, feesarising or evidenced, indemnitieswhether direct or indirect, costsabsolute or contingent, expenses now or otherwise hereafter existing, or due or to become due, which arise out of or in connection with the Trust Agreement (all such obligations being herein collectively called the “Guaranteed Obligations”). This Guaranty constitutes a guaranty by the Guarantor of payment when due and not of collection, and the Guarantor specifically agrees that it shall not be necessary or required that the Trustee or any Subordinate Certificate Holder or any other Person exercise any right, assert any claim or demand or enforce any remedy whatsoever against the Trustee (or any other Person) before or as a condition to the obligations of the Guarantor hereunder. In the event that any of the Guaranteed Obligations shall not be paid when due within any period provided for in the Certificados Subordinados, the Guarantor agrees to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder in enforcing any rights under this Guaranty with respect to such Guaranteed ObligationsObligations to the corresponding Subordinate Certificate Holder within 30 (thirty) calendar days after delivery of a written demand by any such Subordinate Certificate Holder to the Guarantor. Without limiting the generality of the foregoing, upon any default on the Guarantor’s liability shall extend to all amounts that constitute part payment of any of the Guaranteed Obligations and would be owed by Obligations, the Issuer Subordinate Certificate Holders may demand payment directly to the Trustee Guarantor, either prior to or concurrently with any Noteholder under requirement or lawsuit against, or without bringing requirement or suit against, the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the IssuerTrust. (b) In Any term or provision of this Guaranty or any other transaction document executed in connection with the event that the Issuer does not make payments Trust Agreement to the Trustee of all or any portion of the Guaranteed Obligations, upon receipt of notice of such non-payment from the Trusteecontrary notwithstanding, the Guarantor will make immediate payment to the Trustee of any such aggregate maximum amount or portion of the Guaranteed Obligations owing for which the Guarantor shall be liable shall not exceed the maximum amount for which the Guarantor can be liable without rendering this Guaranty or payable any other transaction document executed in connection with the Trust Agreement as it relates to the Guarantor, voidable under the Indenture and the Notes. Such notice shall specify the amount applicable law relating to fraudulent conveyance or amounts under the Indenture and the Notes that were not paid on the date that such amounts were required to be paid under the terms of the Indenture and the Notesfraudulent transfer. (c) The obligation Any term or provision of this Guaranty or the Trust Agreement or any other transaction document executed in connection therewith to the contrary notwithstanding, the aggregate maximum amount of the Guaranteed Obligations for which the Guarantor under this Guaranty shall be absolute and unconditional upon receipt by it liable with respect to the principal amount of the notice contemplated herein absent manifest error. The Certifcados Subordinados shall not exceed (x) USD$19,000,000 (nineteen million Dollars) minus (y) any principal amounts of the Certificados Subordinados indefeasibly paid in cash to the extent the Certifcados Subordinados have been permanently reduced with respect to such payment, or such higher amount as the Guarantor shall have agreed to in writing, provided, that the foregoing shall only limit Guarantor’s obligations for principal of the Certifcados Subordinados but shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that limit or impair the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all obligation with respect to any other amounts due and owing in respect of the Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business DayGuaranteed Obligation.

Guaranty. (a) The Guarantor hereby unconditionally and irrevocably guarantees the full and punctual payment when due, as a guaranty of payment and not of collection, whether at the Stated Maturity, or earlier or later by acceleration or otherwise, of all obligations of the Issuer now or hereafter existing under the Indenture and the 2041 Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and the Guarantor agrees to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder in enforcing any rights under this Guaranty with respect to such Guaranteed Obligations. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Issuer to the Trustee or any Noteholder under the Indenture and the 2041 Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuer. (b) In the event that the Issuer does not make payments to the Trustee of all or any portion of the Guaranteed Obligations, upon receipt of notice of such non-payment from by the Trustee, the Guarantor will make immediate payment to the Trustee of any such amount or portion of the Guaranteed Obligations owing or payable under the Indenture and the 2041 Notes. Such notice shall specify the amount or amounts under the Indenture and the 2041 Notes that were not paid on the date that such amounts were required to be paid under the terms of the Indenture and the 2041 Notes. (c) The obligation of the Guarantor under this Guaranty shall be absolute and unconditional upon receipt by it of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in respect of the 2041 Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 1:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business Day.

Guaranty. (a) The Guarantor hereby unconditionally and irrevocably guarantees the full and punctual payment when due, as a guaranty of payment and not of collection, whether at the Stated Maturity, or earlier or later by acceleration or otherwise, of all obligations of the Issuer now or hereafter existing under the Indenture and the 2040 Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and the Guarantor agrees to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder in enforcing any rights under this Guaranty with respect to such Guaranteed Obligations. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Issuer to the Trustee or any Noteholder under the Indenture and the 2040 Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuer. (b) In the event that the Issuer does not make payments to the Trustee of all or any portion of the Guaranteed Obligations, upon receipt of notice of such non-payment from by the Trustee, the Guarantor will make immediate payment to the Trustee of any such amount or portion of the Guaranteed Obligations owing or payable under the Indenture and the 2040 Notes. Such notice shall specify the amount or amounts under the Indenture and the 2040 Notes that were not paid on the date that such amounts were required to be paid under the terms of the Indenture and the 2040 Notes. (c) The obligation of the Guarantor under this Guaranty shall be absolute and unconditional upon receipt by it of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in respect of the 2040 Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 1:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business Day.

Guaranty. (a) The Guarantor Guarantor, as primary obligor and not merely as a surety, hereby unconditionally absolutely and irrevocably guarantees to Beneficiary the punctual payment and performance when due of the Guaranteed Obligations (as hereinafter defined). As used herein, “Guaranteed Obligations” means, collectively, (i) the full and prompt payment of all amounts, capital contributions, sums and charges payable by Guarantor-Affiliated Member under the Limited Liability Company Agreement, including, without limitation, all obligations of Guarantor-Affiliated Member to make Guaranty Equalization Payments and all indemnification obligations of Guarantor-Affiliated Member under the Limited Liability Company Agreement, (ii) the full and punctual payment when dueperformance and observance of all the terms, as a guaranty of payment covenants and not of collectionconditions provided to be performed, whether at observed and complied with by Guarantor-Affiliated Member under the Stated MaturityLimited Liability Company Agreement, or earlier provided to be performed, observed and complied with by Guarantor-Affiliated Member or later an affiliate or designee thereof (each, individually and collectively, “Obligor”) under any assumption agreement or other instrument delivered by acceleration or otherwiseit pursuant to the Limited Liability Company Agreement, and (iii) the full and prompt payment of all obligations damages, costs and expenses which shall at any time be recoverable by Creditor Member from Guarantor-Affiliated Member or any other Obligor by virtue of the Issuer now or hereafter existing under the Indenture and Limited Liability Company Agreement or under any assumption agreement or other instrument delivered by it pursuant to the NotesLimited Liability Company Agreement, whether for principalincluding, interestwithout limitation, makeon account of any representations or warranties made by Guarantor-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and the Affiliated Member thereunder. Guarantor further agrees to pay any and all expenses Enforcement Costs (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder as hereinafter defined), in enforcing any rights addition to all other amounts due hereunder. Any amounts owed under this Guaranty (that are not accruing interest under the Limited Liability Company Agreement) which are not timely made by Guarantor in accordance with respect the terms of this Guaranty shall bear interest from the date payable at the rate of fifteen percent (15%) per annum until all such amounts are fully paid. Notwithstanding anything to such Guaranteed Obligations. Without limiting the generality contrary herein, (x) Guarantor shall have all of the foregoingsame rights, remedies and defenses as Guarantor-Affiliated Member, including, without limitation, the Guarantor’s liability shall extend right to all amounts that constitute part of exercise the Guaranteed Obligations dispute resolution procedures under and would be owed by the Issuer to the Trustee or any Noteholder under the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuer. (b) In the event that the Issuer does not make payments to the Trustee of all or any portion of the Guaranteed Obligations, upon receipt of notice of such non-payment from the Trustee, the Guarantor will make immediate payment to the Trustee of any such amount or portion of the Guaranteed Obligations owing or payable under the Indenture and the Notes. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid on the date that such amounts were required to be paid under in accordance with the terms of the Indenture Limited Liability Company Agreement, and (y) other than the Notes. (c) The obligation payment of Enforcement Costs, Guarantor shall have no greater liability than Guarantor-Affiliated Member or other Obligor under the Guarantor under this Guaranty shall be absolute and unconditional upon receipt Limited Liability Company Agreement or with respect to any assumption agreement or instrument delivered by it of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in respect of the Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business Daythereto.

Guaranty. (a) The Guarantor To induce the Company to enter into this Agreement, Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally and irrevocably guarantees to the Company the full and punctual payment when dueand performance of Parent’s and Merger Sub’s (or their respective successors or assigns) obligations under this Agreement, as including any liabilities arising out of a guaranty of payment and not of collectionbreach thereof or non-compliance therewith (collectively, whether at the Stated Maturity, or earlier or later by acceleration or otherwise, of all obligations of the Issuer now or hereafter existing under the Indenture and the Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and agrees with the Company that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal as a result of the lack of legal capacity of Parent or Merger Sub or lack of authority of the party signing on behalf of Parent or Merger Sub, it will, as an independent and primary obligation, indemnify the Company on demand against any cost, loss or liability it incurs as a result of Parent and/or Merger Sub not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under this Agreement on the date when it would have been due. (b) The guaranty set forth in Section 9.14(a) (the “Guaranty”) is an absolute, unconditional and continuing guarantee of the payment and performance by Parent and Merger Sub of the Guaranteed Obligations and will extend to the ultimate balance of sums payable by Parent and Merger Sub under this Agreement. Should Parent or Merger Sub default in the payment or performance of any of the Guaranteed Obligations, Guarantor’s obligations hereunder shall become immediately due and payable and the Guarantor agrees to pay shall discharge them promptly on demand. Claims hereunder may be made on one or more occasions. If any and all expenses (payment in respect of any Guaranteed Obligation is rescinded or must otherwise be returned for any reason whatsoever, including reasonable and documented counsel fees and expenses) incurred by the Trustee in insolvency, liquidation or any Noteholder in enforcing any rights under this Guaranty administration, then Guarantor shall remain liable hereunder with respect to such Guaranteed Obligations. Without limiting Obligation as if such payment had not been made. (c) Guarantor agrees that the generality Guaranteed Obligations shall not be released or discharged, in whole or in part, or otherwise affected by: (i) any change in the time, place or manner of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part payment of the Guaranteed Obligations and would be owed by or rescission, waiver, compromise, consolidation or other amendment or modification of any of the Issuer to terms or provisions of this Agreement made in accordance with the Trustee terms of this Agreement or any Noteholder under agreement evidencing, securing or otherwise executed in connection with any of the Indenture and Guaranteed Obligations; (ii) the Notes but for addition, substitution or release of any Person interested in the fact that they are unenforceable Transactions; (iii) any change in the corporate existence, structure or not allowable due to the existence ownership of a Parent or Merger Sub or any assignment of any rights or obligations of Parent or Merger Sub; (iv) any insolvency, bankruptcy, insolvency, reorganization or other similar proceeding involving affecting Parent or Merger Sub or their assets; (v) the Issuer. (b) In adequacy of any means the event that the Issuer does not make payments Company may have of obtaining payment related to the Trustee of all Guaranteed Obligations; (vi) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, Parent, Merger Sub or any portion other Person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realize the full value of any security; or (vii) without prejudice to any defense that would be available to Guarantor if it had been the principal under this Agreement, or to any defense available to Parent or Merger Sub, any unenforceability, illegality or invalidity of any obligation of Parent, Merger Sub or any other Person under this Agreement or any agreement evidencing, securing or otherwise executed in connection with any of the Guaranteed Obligations. Guarantor absolutely, irrevocably and unconditionally waives: (1) promptness, diligence, notice of the acceptance of the Guaranty and of the Guaranteed Obligations, upon receipt of presentment, demand for payment, notice of such non-payment from the Trusteeperformance, the Guarantor will make immediate payment to the Trustee of any such amount or portion default, dishonor and protest, notice of the Guaranteed Obligations owing incurred and all other notices of any kind, all defenses that may be available by virtue of any valuation, stay, moratorium Law or payable other similar Law now or hereafter in effect, any right to require the marshalling of assets of Parent or Merger Sub or any other Person interested in the Transactions, and all suretyship defenses generally, defenses to the payment of the Guaranteed Obligations that are available to Parent or Merger Sub under this Agreement and defenses available to Guarantor under the Indenture Guaranty; (2) any right it may have of first requiring the Company to proceed against or enforce any other rights or security or claim payment from Parent, Merger Sub or any other Person before claiming from Guarantor under this Section 9.14; (3) all rights and the Notes. Such notice shall specify the amount or amounts defenses under the Indenture sections 4(b), 5, 6, 7(b), 8, 9, 10, 11, 12, 13, 15, 16 and the Notes that were not paid on the date that such amounts were required to be paid under the terms 17 of the Indenture Guarantee Law, 1967 (the “Guaranty Law”) and confirms that the Notesprovisions of the Guarantee Law affording such rights or defenses to a guarantor shall not apply to the guarantee granted under this Agreement; and (4) any right of set-off or counter-claims against the Company. Guarantor acknowledges that these waivers apply irrespective of any Law to the contrary and that it has received and will receive substantial direct and indirect benefits from the Transactions and that the waivers set forth in this Section 9.14 are knowingly made in contemplation of such benefits. (cd) The obligation This Guaranty may only be amended by a writing signed and delivered by Guarantor and the Company. Guarantor hereby covenants and agrees that it shall not institute, and shall cause its respective affiliates not to institute, any Action asserting that the Guaranty is illegal, invalid or unenforceable in accordance with its terms. (e) Guarantor represents and warrants to the Company that it is not a “single guarantor” or a “protected guarantor” within the meaning of such terms under the Guarantee Law and therefore the rights and protections under Chapter B of the Guarantee Law do not apply to it. (f) Guarantor represents and warrants to the Company as set forth in Section 4.3 (Authority Relative to this Agreement), Section 4.4 (No Conflict; Required Filings and Consents), Section 4.5 (Absence of Litigation), Section 4.7 (Ownership of Company Share Capital), Section 4.8 (Sufficient Funds) and Section 4.9 (Brokers and Expenses), in each case, mutatis mutandis, as applicable to Guarantor if any references to Parent are replaced with references to Guarantor. (g) For purposes of Section 6.2, all references to Parent or to a party shall include Guarantor and all references to Subsidiaries of Parent shall include references to Subsidiaries of Guarantor. (h) Nothing in this Section 9.14 shall waive any defenses, counterclaims or rights of setoff that Parent or Merger Sub may have under this Guaranty shall be absolute and unconditional upon receipt by it of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in respect of the Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business DayAgreement or applicable Law.

Guaranty. (a) The Guarantor hereby unconditionally and irrevocably guarantees the full and punctual payment when due, as a guaranty of payment and not of collection, whether at the Stated Maturity, or earlier or later by acceleration or otherwise, of all obligations of the Issuer now or hereafter existing under the Indenture and the 2020 Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and the Guarantor agrees to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder in enforcing any rights under this Guaranty with respect to such Guaranteed Obligations. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Issuer to the Trustee or any Noteholder under the Indenture and the 2020 Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuer. (b) In the event that the Issuer does not make payments to the Trustee of all or any portion of the Guaranteed Obligations, upon receipt of notice of such non-payment from by the Trustee, the Guarantor will make immediate payment to the Trustee of any such amount or portion of the Guaranteed Obligations owing or payable under the Indenture and the 2020 Notes. Such notice shall specify the amount or amounts under the Indenture and the 2020 Notes that were not paid on the date that such amounts were required to be paid under the terms of the Indenture and the 2020 Notes. (c) The obligation of the Guarantor under this Guaranty shall be absolute and unconditional upon receipt by it of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in respect of the 2020 Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 1:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business Day.

Guaranty. (a) The Guarantor hereby unconditionally and irrevocably guarantees (the “Guaranty”) the full and punctual payment when due, as a guaranty of prompt payment and performance (not just collection) by Purchaser of collection(a) all of Purchaser’s payment obligations under this Agreement, whether at (b) if the Stated MaturityClosing does not occur, all of Purchaser’s surviving obligations (including in respect of any damages or earlier reimbursement amounts that may be payable by Purchaser hereunder or later by acceleration or otherwisein connection herewith) under Section 10.3, and (c) all of all obligations of the Issuer now or hereafter existing under the Indenture and the Notes, whether for principal, interest, make-whole premium, Additional Amounts, Sellers’ fees, indemnities, costs, and expenses (including, without limitation, reasonable attorneys’ fees, costs, and expenses) incurred in connection with the enforcement of this Section 12.16 or otherwise Purchaser’s obligations under this Agreement (such the obligations being guaranteed in clauses (a), (b) and (c), collectively, the “Guaranteed Obligations”). If Purchaser does not perform a Guaranteed Obligation, Guarantor shall promptly pay and the Guarantor agrees to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder in enforcing any rights under this Guaranty with respect to perform such Guaranteed Obligations. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Issuer to the Trustee or any Noteholder under the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the IssuerObligation. (b) In the event that the Issuer does not make payments Subject to the Trustee terms and conditions of all or any portion this 12.16, the Guaranty is an absolute, irrevocable, primary, continuing, unconditional and unlimited guaranty of the due and punctual payment and performance in full of the Guaranteed Obligations, upon receipt not a guaranty of notice collection, and a separate action or actions may be brought and prosecuted against Guarantor to enforce the Guaranty, irrespective of such non-payment from the Trustee, the Guarantor will make immediate payment to the Trustee of whether any action is brought against Purchaser or whether Purchaser is joined in any such amount action or portion of the Guaranteed Obligations owing or payable under the Indenture and the Notes. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid on the date that such amounts were required to be paid under the terms of the Indenture and the Notesactions. (c) The obligation liability of the Guarantor under this the Guaranty shall shall, to the fullest extent permitted under applicable Law, be absolute and unconditional upon receipt by it irrespective of: (i) the value, genuineness, validity, regularity, illegality or enforceability of the other provisions of this Agreement; (ii) any release or discharge of any obligation of Purchaser contained in this Agreement resulting from any change in the corporate existence, structure or ownership of Purchaser, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting Purchaser or its assets; (iii) any amendment or modification of the other provisions of this Agreement, or any change in the manner, place or terms of payment or performance, or any change or extension of the time of payment or performance of, or renewal or alteration of, any Guaranteed Obligation, any escrow arrangement or other security therefor, any liability incurred directly or indirectly in respect thereof, or any amendment or waiver of or any consent to any departure from the terms of this Agreement or the documents entered into in connection therewith; (iv) the existence of any claim, set-off or other right which Guarantor may have at any time against Purchaser, whether in connection with the Guaranteed Obligations or otherwise; or (v) the adequacy of any other means the Sellers may have of obtaining repayment or performance of any of the Guaranteed Obligations. (d) Guarantor hereby waives any and all notice contemplated herein absent manifest errorof the renewal or extension of any of the Guaranteed Obligations and notice of or proof of reliance by the Sellers upon the Guaranty or acceptance of the Guaranty. The Guarantor shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder (Guaranteed Obligations, and any Event of Default under the Indenture has been curedthem, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in respect of the Notes and the Indenture. All amounts payable by the Guarantor hereunder shall conclusively be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty, deemed to have been received by created, contracted or incurred in reliance upon the Trustee Guaranty, and all dealings between Purchaser or Guarantor, on the next succeeding Business Dayone hand, and the Sellers, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon the Guaranty. When pursuing its rights and remedies hereunder against Guarantor, the Sellers shall be under no obligation to pursue such rights and remedies it may have against Purchaser or any other Person for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by Sellers to pursue such other rights or remedies or to collect any payments from Purchaser or any such other Person or to realize upon or to exercise any such right of offset, and any release by Sellers of Purchaser or any such other Person or any right of offset, shall not relieve Guarantor of any Liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of Law, of Sellers. (e) Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein. Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by this Agreement and that this Section 12.16 and the waivers set forth herein are knowingly made in contemplation of such benefits.

Guaranty. (a) The Guarantor hereby unconditionally guarantees to Lender, upon written demand by Lender, at Lender’s option and irrevocably guarantees in its sole discretion, that Guarantor will (i) complete the full Project substantially in accordance with the plans and punctual payment when duespecifications for the Project, as a guaranty modified from time to time as allowed by the Loan Agreement (the “Plans and Specifications”) and in accordance with the terms and conditions of payment the Loan Agreement and not of collectionother Loan Documents if, whether at the Stated Maturityfor any reason, or earlier or later by acceleration or otherwiseunder any contingency, of all obligations Property Owner shall abandon construction of the Issuer now Project or hereafter existing under shall fail to complete the Indenture Project within the construction time set forth in the Loan Agreement and Loan Documents and (ii) pay all cost overruns for construction of the NotesProject to the extent Borrower or Property Owner fails to do so; provided that Lender shall reimburse Guarantor for all costs incurred by Guarantor in completing the Project (provided that such completion costs are included in the Project Budget (as defined below) to the extent such costs do not constitute cost overruns. In the preceding sentence, whether for principal“cost overruns” means costs of constructing the Project that, interestin the aggregate, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise exceed the amount provided in the budget attached hereto as Exhibit “A” (such obligations being the “Guaranteed ObligationsProject Budget”), and the . All amounts reimbursed to Guarantor agrees to pay any and all expenses (including reasonable and documented counsel fees and expensesby Lender in accordance with this Section 2(a) incurred by the Trustee or any Noteholder in enforcing any rights under this Guaranty with respect to such Guaranteed Obligations. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Issuer to the Trustee or any Noteholder under the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuer. (b) In the event that the Issuer does not make payments to the Trustee of all or any portion of the Guaranteed Obligations, upon receipt of notice of such non-payment from the Trustee, the Guarantor will make immediate payment to the Trustee of any such amount or portion of the Guaranteed Obligations owing or payable under the Indenture and the Notes. Such notice shall specify correspondingly increase the amount or amounts under the Indenture of Loan to Borrower and the Notes that were not paid on the date that such amounts were required shall be payable by Borrower to be paid under Lender in accordance with the terms of the Indenture Loan Agreement. The Project will be deemed substantially completed in accordance with the Plans and Specifications upon the issuance of the final certificate of occupancy, the issuance of a certificate of substantial completion from the Property Owner’s architect, receipt of a contractor’s release and the Notes. (c) The obligation receipt of lien waivers or similar evidence of payment from the Guarantor under this Guaranty shall be absolute and unconditional upon receipt by it of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest general contractor and all other amounts due and owing in respect of major subcontractors (i.e., subcontractors whose contract amount exceeds $100,000) to Lender’s reasonable satisfaction, provided, however, that if Senior Lender shall deem the Notes and Project substantially complete then Lender shall deem the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. Project substantially complete (New York time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business Day“Completion”).

Guaranty. (a) The Guarantor hereby unconditionally and irrevocably guarantees the full and punctual payment when due, as a guaranty of payment and not of collection, whether at the Stated Maturity, or earlier or later by acceleration or otherwise, of all obligations of the Issuer now or hereafter existing under the Indenture and the 2043 Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and the Guarantor agrees to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder in enforcing any rights under this Guaranty with respect to such Guaranteed Obligations. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Issuer to the Trustee or any Noteholder under the Indenture and the 2043 Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuer. (b) In the event that the Issuer does not make payments to the Trustee of all or any portion of the Guaranteed Obligations, upon receipt of notice of such non-payment from the Trustee, the Guarantor will make immediate payment to the Trustee of any such amount or portion of the Guaranteed Obligations owing or payable under the Indenture and the 2043 Notes. Such notice shall specify the amount or amounts under the Indenture and the 2043 Notes that were not paid on the date that such amounts were required to be paid under the terms of the Indenture and the 2043 Notes. (c) The obligation of the Guarantor under this Guaranty shall be absolute and unconditional upon receipt by it of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in respect of the 2043 Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business Day.

Guaranty. To induce Lessor to enter into the within Agreement, the undersigned (ajointly and severally, if more than one) The Guarantor hereby unconditionally and irrevocably guarantees to Lessor the full and punctual prompt payment when due, as a guaranty of payment and not of collection, whether at the Stated Maturity, or earlier or later by acceleration or otherwise, due of all Lessee's obligations of the Issuer now or hereafter existing to Lessor under the Indenture Agreement including without limitation every rental installment, the accelerated balance of rents, administrative charges, collection charges and interest. Lessor shall not be required to proceed against Lessee or Equipment or to enforce any of its other remedies before proceeding against the Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and the Guarantor undersigned. The undersigned agrees to pay all reasonable attorney's fees, court costs and other expenses incurred by Lessor by reason of any default by L▇▇▇▇▇. The undersigned waives notice of acceptance hereof and all expenses (including reasonable the other notices or demands of any kind to which the undersigned may be entitled except demand for payment. The undersigned consents to any extensions of time or modification of amount of payment granted to Lessee and documented counsel fees and expenses) incurred by the Trustee release and/or compromise of any obligations of Lessee or any Noteholder other obligors and/or guarantors without in enforcing any rights under this way releasing the undersigned's obligations hereunder. This is a continuing Guaranty with respect and shall not be discharged or affected by your administrators, representatives, successors and assigns. Guarantor waives any right of subrogation, indemnity, reimbursement and contribution by L▇▇▇▇▇. This Guaranty shall continue to such Guaranteed Obligationsbe effective or reinstated, as applicable. Without limiting the generality If at any time payment of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute any part of the Guaranteed Obligations and would be owed by the Issuer to the Trustee or any Noteholder obligations under the Indenture and the Notes but for the fact that they are unenforceable Agreement is rescinded or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuer. (b) In the event that the Issuer does not make payments to the Trustee of all or any portion of the Guaranteed Obligations, upon receipt of notice of such non-payment from the Trustee, the Guarantor will make immediate payment to the Trustee of any such amount or portion of the Guaranteed Obligations owing or payable under the Indenture and the Notes. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid on the date that such amounts were otherwise required to be paid under returned by Lessor upon the terms insolvency, bankruptcy or reorganization of Lessee or upon the appointment of a receiver, trustee or similar officer for Lessee or its assets, all as though such payment to Lessor had not been made, regardless of whether L▇▇▇▇▇ contested the order requiring the return of such payment. This Guaranty may be enforced by or for the benefit of any assignee or successor of L▇▇▇▇▇. Nothing shall discharge or satisfy the undersigned's liability except the full performance and payment of all the Lessee's obligations to Lessor, with interest. THE UNDERSIGNED CONSENTS TO THE PERSONAL JURISDICTION OF THE COURTS OF THE STATE OF NEW JERSEY WITH RESPECT TO ANY ACTION ARISING OUT OF ANY LEASE GUARANTY SETTLEMENT AGREEMENT, PROMISSORY NOTE OR OTHER ACCOMMODATION OR AGREEMENT WITH LESSOR. THIS MEANS THAT ANY LEGAL ACTION FILED AGAINST THE LESSEE AND/OR GUARANTORS MAY BE FILED IN NEW JERSEY AND THAT LESSEE AND/OR ANY OTHER GUARANTORS MAY BE REQUIRED TO DEFEND AND LITIGATE ANY SUCH ACTION IN NEW JERSEY. Lessee and all Guarantors agree that service of process by certified mail, return receipt requested, shall be deemed the equivalent of personal service in such action. Any legal action concerning this Agreement shall be governed by and construed according to the laws of the Indenture and the Notes. (c) The obligation State of the Guarantor under this Guaranty shall be absolute and unconditional upon receipt by it of the notice contemplated herein absent manifest errorNew Jersey. The Guarantor shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in respect of the Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business Day.INDIVIDUALLY X _______________________________________ X _________________________________ WITNESS SIGNATURE DATE GUARANTOR SIGNATURE DATE ________________________________________ _________________________________ PRINT NAME PRINT NAME INDIVIDUALLY X _______________________________________ X _________________________________ WITNESS SIGNATURE DATE GUARANTOR SIGNATURE DATE _______________________________________ _________________________________ PRINT NAME PRINT NAME LEASE ORIGINAL TERMS AND CONDITIONS

Guaranty. (ab) The Guarantor hereby unconditionally and irrevocably guarantees the full and punctual payment when due, agrees that its obligations hereunder shall be as a guaranty of payment principal obligor and not merely as surety, and shall be unconditional, irrevocable and absolute, irrespective of collectionthe validity, whether at regularity or enforceability of the Stated MaturitySecurities of any series or this Indenture, the absence of any action to enforce the same, any waiver or earlier consent by any Holder of the Securities of any series with respect to any provisions hereof or later thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. (c) The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice with respect to the Security on which the Guaranty is endorsed or the indebtedness evidenced thereby, and all demands whatsoever and covenants that the Guaranty not be discharged except by acceleration or otherwise, complete performance of all the obligations of the Guarantor contained in the Securities and this Indenture. If any Securityholder or the Trustee is required by any court or otherwise to return to the Issuer, the Guarantor, any custodian or other similar official acting in relation to the Issuer now or hereafter existing under the Indenture Guarantor, any amount paid by the Issuer or the Guarantor to the Trustee or such Securityholder, the Guaranty to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor agrees that as between the Guarantor and the NotesHolders of the Securities or the Trustee, whether any payment made on the Securities or to the Trustee by the Issuer or out of its assets which, pursuant to Article Eleven, is required to be paid over to the Holders of the Issuer Senior Indebtedness, shall not constitute a payment on the Securities or to the Trustee but, instead, should be treated for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses all purposes of this Article as though such payment had not been made by the Issuer or otherwise out of its assets. (such obligations being the “Guaranteed Obligations”), and the d) The Guarantor agrees to pay any and all costs and expenses (including reasonable and documented counsel attorneys' fees and expenses) incurred by the Trustee or any Noteholder Holders in enforcing any rights under this Guaranty with respect to such Guaranteed Obligations. Without limiting the generality Guaranty. (e) The Guarantor hereby waives, in favor of the foregoingHolders and the Trustee, any and all of its rights, protections, privileges and defenses provided by any applicable law to a guarantor and waives any right of set-off which the Guarantor’s liability shall extend to all Guarantor may have against the Holder of a Security in respect of any amounts that constitute part of the Guaranteed Obligations and would be owed which are or may become payable by the Issuer to the Trustee or any Noteholder under the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence Holder of a bankruptcy, insolvency, reorganization or similar proceeding involving Security to the Issuer. (b) In the event that the Issuer does not make payments to the Trustee of all or any portion of the Guaranteed Obligations, upon receipt of notice of such non-payment from the Trustee, the Guarantor will make immediate payment to the Trustee of any such amount or portion of the Guaranteed Obligations owing or payable under the Indenture and the Notes. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid on the date that such amounts were required to be paid under the terms of the Indenture and the Notes. (c) The obligation of the Guarantor under this Guaranty shall be absolute and unconditional upon receipt by it of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in respect of the Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business Day.

Guaranty. (a) The Guarantor hereby unconditionally and irrevocably guarantees the full and punctual payment when due, as a guaranty of payment and not of collection, whether at the Stated Maturity, or earlier or later by acceleration or otherwise, of all obligations of the Issuer now or hereafter existing under the Indenture and the 2015 Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and the Guarantor agrees to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder in enforcing any rights under this Guaranty with respect to such Guaranteed Obligations. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Issuer to the Trustee or any Noteholder under the Indenture and the 2015 Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuer. (b) In the event that the Issuer does not make payments to the Trustee of all or any portion of the Guaranteed Obligations, upon receipt of notice of such non-payment from the Trustee, the Guarantor will make immediate payment to the Trustee of any such amount or portion of the Guaranteed Obligations owing or payable under the Indenture and the 2015 Notes. Such notice shall specify the amount or amounts under the Indenture and the 2015 Notes that were not paid on the date that such amounts were required to be paid under the terms of the Indenture and the 2015 Notes. (c) The obligation of the Guarantor under this Guaranty shall be absolute and unconditional upon receipt by it of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in respect of the 2015 Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 1:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business Day.

Guaranty. (a) The With effect as of the date hereof, the Guarantor hereby unconditionally irrevocably and irrevocably unconditionally, but subject to Section 3 hereof, guarantees to the full and punctual payment when dueBeneficiary, as primary obligor and not merely as surety, the payment by Seller of (i) its indemnification obligations under Article IX of the CA, (ii) post-closing adjustments under the CA, and (iii) in the event that the CA is terminated due to breach by Seller, damages arising from such breach and termination, in all cases to the extent such obligations accrue on or before the Termination Date, as defined in Section 5 hereof (collectively, the “Guaranteed Obligations”). Upon any failure by Seller to timely pay any Guaranteed Obligation, the Guarantor hereby agrees subject to Section 3 hereof, that it will forthwith, following written demand, pay or cause to be paid at the place and in the manner specified in the CA, such Guaranteed Obligation; provided, however, that subject to Section 5 hereof, any delay by the Beneficiary in giving such demand shall in no event affect the Guarantor’s obligations under this Guaranty. This Guaranty is a guaranty of payment and not merely a guaranty of collection, whether at the Stated Maturity, or earlier or later by acceleration or otherwise, of all . (b) The obligations of Guarantor hereunder are independent of the Issuer now or hereafter existing obligations of Seller under the Indenture and the Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and CA. Guarantor agrees that Beneficiary may resort to the Guarantor agrees to pay first and directly for payment of any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder in enforcing any rights under this Guaranty with respect to such Guaranteed Obligations. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations whether or not Beneficiary has proceeded against any other obligor principally or secondarily liable for any Guaranteed Obligations, including Seller, and would whether or not Beneficiary has pursued or exhausted any other remedy or security available to it. Beneficiary shall not be owed by the Issuer obligated to file any claim relating to the Trustee or Guaranteed Obligations, including any Noteholder under claim in the Indenture and the Notes but for the fact event that they are unenforceable or not allowable due Seller becomes subject to the existence of a bankruptcy, insolvency, reorganization reorganization, liquidation or similar proceeding involving proceeding, and the Issuer. failure of Beneficiary to file any such claim shall not affect Guarantor’s obligations hereunder. The liability of Guarantor hereunder is independent of any payment received by Beneficiary in connection with the CA and is not affected or impaired by (a) any partial payment by Seller or any other party acting under a separate guaranty or payment obligation or (b) In any indemnity agreement Seller may have from any party. The liability of the event Guarantor hereunder shall remain unaffected by: (i) any amendment or modification of the CA; (ii) any change in the company existence (including its constitution, laws, rules, regulations, or powers), structure, or ownership of Seller or the Guarantor, or any insolvency, bankruptcy, reorganization, or other similar proceeding affecting Seller or its assets; (iii) the existence of any claim, set-off, or other rights which the Guarantor may have at any time against Seller, Newco or the Beneficiary, whether in connection herewith or in connection with any unrelated transaction; provided that nothing herein shall prevent the Issuer does not make payments assertion of any such claim by separate suit or compulsory counterclaim; (iv) the rendering of any judgment against Seller or any action to enforce the Trustee same; (v) any other act or omission that may or might in any manner or to any extent vary the risk of the Guarantor or that may or might otherwise operate as a discharge of the Guarantor as a matter of law or equity, other than (1) the indefeasible payment in full in Dollars of all or any portion of the Guaranteed Obligations, upon receipt and (2) as set forth in Section 3; (vi) any bankruptcy or insolvency of notice Seller or any proceeding relating thereto; and (vii) any lack or limitation of such non-payment from the Trusteestatus or of power or authority of Seller, the Guarantor will make immediate payment to the Trustee or any incapacity or disability of any such amount signatory of Seller, or portion of any other guarantor or obligor in respect of any Guaranteed Obligation, or any change whatsoever in the Guaranteed Obligations owing objects, capital structure, or payable under the Indenture and the Notes. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid on the date that such amounts were required to be paid under the terms business of the Indenture and the NotesSeller. (c) The obligation Guarantor waives, to the maximum extent permitted by law, any defense based upon (i) any amendment, modification or extension of the Guaranteed Obligations; and (ii) any assertion or claim that the automatic stay provided by 11 U.S.C. §362 (arising upon the voluntary or involuntary bankruptcy proceeding of Seller or any permitted assignee), or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of the Beneficiary to enforce any rights, whether now existing or hereafter acquired, which the Beneficiary may have against the Guarantor. (d) This Guaranty shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Guaranteed Obligations is avoided, rescinded or must otherwise be restored or returned by the Beneficiary or Newco to Seller or its representative or to any other guarantor for any reason including as a result of any insolvency, bankruptcy or reorganization proceeding with respect to Seller or the Guarantor, all as though such payment had not been made. (e) The Guarantor under waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Beneficiary upon this Guaranty or acceptance of this Guaranty; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted, incurred, renewed, extended, amended or waived in reliance upon this Guaranty, and all dealings between the Guarantor and the Beneficiary shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. The Guarantor waives presentment, diligence demand, notice to Seller, and protest of all instruments included in or evidencing any of the Guaranteed Obligations and all other demands and notices in connection with the CA or this Guaranty, except for the notice of demand specified in Section 2(a), above. (f) Guarantor shall be absolute and unconditional upon receipt subrogated to all rights of Beneficiary against Seller in respect of any amounts paid by it of the notice contemplated herein absent manifest error. The Guarantor hereunder; provided that Guarantor shall not be relieved entitled to enforce or to receive any payments arising out of, or based upon, such right of its obligations hereunder unless and subrogation until the Trustee all Guaranteed Obligations to Beneficiary shall have indefeasibly been finally and irrevocably paid in full. If any payments are received all amounts required to by Guarantor in violation of the preceding sentence, such payments shall be received by such Guarantor as trustee for the Beneficiary and shall be paid by over to Beneficiary on account of the Guaranteed Obligations, but without reducing or affecting in any manner the liability of Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in respect of the Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes provisions of this Guaranty, to have been received by the Trustee on the next succeeding Business Day.

Guaranty. (a) The 2.1 Guarantor hereby unconditionally and irrevocably guarantees guarantees, as primary obligor and not merely as surety, the full and punctual payment when due, as a guaranty of payment and not of collection, (whether at the Stated Maturitystated maturity, or earlier or later by upon acceleration or otherwise, of all obligations ) of the Issuer now or hereafter existing principal of and interest (including, without limitation, interest which, but for the filing of a petition in bankruptcy with respect to Borrower, would accrue under the Indenture and Revolving Loan Agreement) on the Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”)Loans, and the Guarantor agrees full and punctual payment of all other amounts payable by Borrower under the Revolving Loan Agreement and the Notes (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code); PROVIDED that Guarantor's liability hereunder shall be limited to a portion of the principal amount of the Loans equal to the Guaranteed Loan Amount and the interest and other amounts payable under the Revolving Loan Agreement and/or the Notes and reasonably allocable to such principal, IT BEING UNDERSTOOD AND AGREED, however, that neither Administrative Agent nor Lenders shall be required to establish traceability of any particular principal or Tranches of the Loans to the Guaranteed Loan Amount, or of interest and other amounts payable under the Loan Agreement and Notes allocable thereto, and that the determinations by Administrative Agent of such principal and interest and other amounts allocable thereto shall be final and binding on Guarantor, Borrower, Principal Guarantors any other Additional Subsidiary Guarantors and Lenders, absent manifest error. Upon failure by Borrower to pay punctually any such principal, interest or other amount, Guarantor shall forthwith on demand by Administrative Agent pay the amount not so paid as if Guarantor instead of Borrower were expressed to be the principal obligor, subject, however, to the foregoing limit. Guarantor acknowledges that the giving by it of this guaranty is a condition precedent to the making of the Loans to Borrower and all expenses also acknowledges that the obligations guaranteed are being incurred for, and will inure to, its benefit. 2.2 The obligations of Guarantor hereunder shall be unconditional, irrevocable, direct and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by (including reasonable and documented counsel fees and expensesand, to the fullest extent permitted by law, Guarantor waives its rights in connection with): (i) incurred by the Trustee any extension, increase, renewal, settlement, compromise, waiver or release in respect of any obligation of Borrower or any Noteholder in enforcing guarantor (including, without limitation, Principal Guarantors or other any rights Additional Subsidiary Guarantor) under this Guaranty the Revolving Loan Agreement, any Note or any other Loan Document, by operation of law or otherwise; (ii) any modification or amendment of, supplement to or agreement or stipulation with respect to the Revolving Loan Agreement, any Note or any other Loan Document; (iii) any election of remedies, including, without limitation, any election of remedies which impairs or eliminates any subrogation or reimbursement rights Guarantor might otherwise have to proceed against Borrower or any guarantor (including, without limitation, Principal Guarantors or any other Additional Subsidiary Guarantor), including, without limitation, any limitation on any right Guarantor might have to exercise any rights of Lenders and the Loan Agents under the Loan Documents; (iv) any right Guarantor might have under applicable law to revoke this Agreement in whole or in part; (v) any Loan Agent's or Lender's waiver of or failure to enforce any of the terms, covenants or conditions contained in the Loan Documents or in any modification thereof; (vi) any discharge, release, exchange, subordination, impairment, non-perfection or invalidity of any direct or indirect security or Lien on any real or personal property then held by or for the benefit of Lenders as security for the Loan Documents; (vii) any additional security taken for the Loans, the Revolving Loan Agreement, the Notes or Borrower's or either Principal Guarantor's obligations under the Loan Documents; (viii) any foreclosure or other realization on any security for the Loans, the Revolving Loan Agreement, the Notes or the Loan Documents, regardless of the effect upon any subrogation, contribution or reimbursement rights Guarantor might have against Borrower, any other guarantor (including, without limitation, Principal Guarantors or any other Additional Subsidiary Guarantor) or any other Person; (ix) any change in the trust existence, structure or ownership of Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting Borrower or its assets or any resulting release or discharge of any obligation of Borrower contained in the Revolving Loan Agreement, any Note or any other Loan Document; (x) the existence of any claim, set-off or other rights which Guarantor may have at any time against Borrower, any Lender, any Loan Agent, any other guarantor (including without limitation, Principal Guarantors or any other Additional Subsidiary Guarantor) or any other Person, whether in connection herewith or any unrelated transactions; PROVIDED that nothing herein shall prevent the assertion of any such Guaranteed Obligationsclaim by separate suit or compulsory counterclaim; (xi) any invalidity or unenforceability relating to or against Borrower for any reason of the Revolving Loan Agreement, any Note or any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by Borrower of the principal of or interest on the Loans or any other amount payable by Borrower under the Revolving Loan Agreement, any Note or any other Loan Document; or (xii) any other act or omission to act or delay of any kind by Borrower, any Lender, any Loan Agent or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 2.2, constitute a legal or equitable discharge of or defense to Guarantor's obligations hereunder. Without limiting the generality of the foregoing, the Guarantor’s Guarantor agrees that its liability under this Agreement shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Issuer to the Trustee continue even if any Loan Agent or Lender alters any Noteholder obligations under the Indenture Loan Documents in any respect or Lenders' or Guarantor's remedies or rights against Borrower are in any way impaired or suspended without Guarantor's consent, and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcyGuarantor waives any and all rights, insolvency, reorganization or similar proceeding involving the Issuerbenefits and defenses it may have under applicable law with respect thereto. (b) In the event that the Issuer does not make payments to the Trustee 2.3 The liability of all or any portion of the Guaranteed Obligations, upon receipt of notice of such non-payment from the Trustee, the Guarantor will make immediate payment to the Trustee of any such amount or portion of the Guaranteed Obligations owing or payable under the Indenture and the Notes. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid on the date that such amounts were required to be paid under the terms of the Indenture and the Notes. (c) The obligation of the Guarantor under this Guaranty shall be absolute and unconditional Agreement is not conditioned or contingent upon receipt by it the genuineness, validity, regularity or enforceability of the notice contemplated herein absent manifest errorLoan Documents, at law, in equity or otherwise. The Guarantor's liability hereunder may be larger in amount and more burdensome than that of Borrower with respect to the Guaranteed Loan Amount, and Guarantor waives any and all rights, benefits and defenses it may have under applicable law with respect thereto. Guarantor's liability hereunder shall not be relieved limited or affected in any way by any impairment or any diminution or loss of its obligations hereunder unless and until value of any security, guaranty or collateral for the Trustee shall have indefeasibly received all amounts required Loan Documents, whether caused by hazardous substances or otherwise, any Loan Agent's or Lender's failure to be paid by the Guarantor hereunder perfect a security interest in such security or collateral or any disability or other defense of Borrower or any other guarantor (and including, without limitation, Principal Guarantors or any Event of Default under the Indenture has been cured, it being understood that the other Additional Subsidiary Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in respect of the Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business Day).

Guaranty. FOR VALUE RECEIVED, and in consideration of the execution of a certain Lease of even date herewith and concurrently herewith covering certain premises in the Orlando Vineland Premium Outlets, the creation of the tenancy under said Lease and the extension of credit by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ PO, L.P., a Florida limited partnership (aLandlord) The Guarantor to IMPOSSIBLE KICKS TWO, LLC, a Florida limited liability company (Tenant), and for the purpose of inducing Landlord to enter into such Lease, IMPOSSIBLE KICK HOLDING COMPANY INC., a Delaware corporation (Guarantor), does hereby absolutely and unconditionally guarantee to Landlord, its successors and irrevocably guarantees assigns, the full and punctual prompt payment when due, as a guaranty of payment and not of collection, whether at the Stated Maturity, or earlier or later by acceleration or otherwise, of all obligations rents, charges and additional sums coming due under said Lease, together with the performance of all covenants and agreements of the Issuer now Tenant therein contained and together with the full and prompt payment of all damages that may arise or hereafter existing under the Indenture be incurred by Landlord in consequence of Tenant’s failure to perform such covenants and the Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise agreements (all such obligations being the hereinafter collectively referred to as “Guaranteed ObligationsLiabilities”), and the Guarantor further agrees to pay any and all expenses (expenses, including reasonable and documented counsel attorneys’ fees and legal expenses) , paid or incurred by Landlord in endeavoring to collect or enforce the Trustee Liabilities or any Noteholder part thereof and in enforcing this guaranty, such payment and performance to be made or performed by Guarantor forthwith upon a default by Tenant. In the event of the death, incompetency, dissolution, bankruptcy or insolvency of Tenant, or the inability of Tenant to pay debts as they mature, or an assignment by Tenant for the benefit of creditors, or the institution of any rights bankruptcy or other proceedings by or against Tenant alleging that Tenant is insolvent or unable to pay debts as they mature, or Tenant’s default under this Lease, and if such event shall occur at a time when any of the Liabilities may not then be due and payable, ▇▇▇▇▇▇▇▇▇ agrees to pay to Landlord upon demand, the full amount which would be payable hereunder by Guarantor if all Liabilities were then due and payable. This Guaranty shall be an absolute and unconditional guaranty and shall remain in full force and effect as to Guarantor during the Lease Term, and any renewal or extension thereof, and thereafter so long as any Liabilities remain due and payable even though the Lease Term or any renewal or extension thereof shall have expired. An Assignment of said Lease or any subletting thereunder shall not release or relieve Guarantor from its liability hereunder. Landlord may, from time to time, without notice to Guarantor: (a) retain or obtain a security interest in any property to secure any of the Liabilities or any obligation hereunder, (b) retain or obtain the primary or secondary liability of any party or parties, in addition to Guarantor, with respect to such Guaranteed Obligations. Without limiting the generality any of the foregoingLiabilities, (c) extend or renew for any period (whether or not longer than the original period), alter or exchange said Lease or any of the Liabilities, (d) release, waive or compromise any liability of any of Guarantor hereunder or any liability of any other party or parties primarily or secondarily liable on any of the Liabilities, (e) release or impair any security interest or lien, if any, in all or any property securing any of the Liabilities or any obligation hereunder and permit any substitution or exchange for any such property, and (f) resort to Guarantor for payment of any of the Liabilities, whether or not Landlord shall have resorted to any property securing any of the Liabilities or any obligation hereunder or shall have proceeded against any other of Guarantor or against Tenant or any other party primarily or secondarily liable on any of the Liabilities. No such action or failure to act by Landlord shall affect Guarantor’s liability shall extend to all amounts that constitute part hereunder in any manner whatsoever. Any amount received by Landlord from whatsoever source and applied by it toward the payment of the Guaranteed Obligations and would Liabilities shall be owed by applied in such order of application as Landlord may from time to time elect. Guarantor hereby expressly waives: (a) notice of the Issuer to the Trustee or any Noteholder under the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence acceptance of a bankruptcythis Guaranty, insolvency, reorganization or similar proceeding involving the Issuer. (b) In notice of the event that existence, creation, amount, modification, amendment, alteration or extension of the Issuer does not make payments to the Trustee of Lease or all or any portion of the Guaranteed ObligationsLiabilities, upon receipt of whether or not such notice of such non-payment from the Trustee, the Guarantor will make immediate payment to the Trustee of any such amount or portion of the Guaranteed Obligations owing or payable under the Indenture and the Notes. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid on the date that such amounts were is required to be paid given to Tenant under the terms of the Indenture and the Notes. Lease, (c) The presentment, demand, notice of dishonor, protest, and all other notices whatsoever, (d) any benefit of valuation, appraisement, homestead or other exemption law, now or hereafter in effect in any jurisdiction in which enforcement of this Guaranty is sought, and (e) all diligence in collection, perfection or protection of or realization upon the Liabilities or any thereof, any obligation hereunder, or any security for any of the foregoing. No delay on the part of Landlord in the exercise of any right or remedy shall operate as a waiver thereof, and no final or partial exercise by Landlord of any right or remedy shall preclude other or further exercises thereof or the exercises of any other right or remedy. The validity of this Guaranty and the obligations of Guarantor under this hereunder shall not be terminated, affected or impaired by reason of any action which Landlord may take or fail to take against Tenant or by reason of any waiver of, or failure to enforce, any of the rights or remedies reserved to Landlord in said Lease, or otherwise, or by reason of the bankruptcy or insolvency of Tenant and whether or not the term of said Lease shall terminate by reason of said bankruptcy or insolvency. This Guaranty shall be absolute binding upon Guarantor, and unconditional upon receipt the heirs, legal representatives, successors and assigns of Guarantor and shall be governed by it the laws of the notice contemplated herein absent manifest errorState of Indiana. The Guarantor shall not be relieved If this Guaranty is executed by a corporation, association, partnership (general or limited), joint venture, syndicate, trust or any other type of its obligations hereunder unless organization other than individuals, the individual signatories hereto represent and until warrant that they, and each of them, are duly authorized to execute this Guaranty for and on behalf of such organization and that such organization is the Trustee shall have indefeasibly received sole owner of all amounts required to be paid by ownership interest in the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in respect of the Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business DayTenant.

Guaranty. (a) The undersigned Guarantor hereby unconditionally guarantees to Owner, Owner's successors and irrevocably guarantees assigns, the full performance and punctual payment when dueobservance of all the agreements to be performed and observed by Tenant in the attached Lease, including the "Rules and Regulation" as a guaranty therein provided, without requiring any notice to Guarantor of payment and not of collection, whether at the Stated Maturitynonpayment, or earlier nonperformance, or later by acceleration proof, or otherwisenotice of demand, to hold the undersigned responsible under this guaranty, all of all obligations which the undersigned hereby expressly waives and expressly agrees that the legality of the Issuer now or hereafter existing under the Indenture this agreement and the Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and the Guarantor agrees to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder in enforcing any rights under this Guaranty with respect to such Guaranteed Obligations. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Issuer to the Trustee or any Noteholder under the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuer. (b) In the event that the Issuer does not make payments to the Trustee of all or any portion of the Guaranteed Obligations, upon receipt of notice of such non-payment from the Trustee, the Guarantor will make immediate payment to the Trustee of any such amount or portion of the Guaranteed Obligations owing or payable under the Indenture and the Notes. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid on the date that such amounts were required to be paid under the terms of the Indenture and the Notes. (c) The obligation agreements of the Guarantor under this Guaranty agreement shall not be absolute and unconditional upon receipt ended, or changed by it reason of the notice contemplated herein absent manifest errorclaims to Owner against Tenant of any of the rights or remedies given to Owner as agreed in the attached Lease. The Guarantor further agrees that this guaranty shall remain and continue in full force and effect as to any renewal, change or extension of the Lease. As a further inducement to Owner to make the Lease Owner and Guarantor agree that in any action or proceeding brought by either Owner or the Guarantor against the other on any matters concerning the Lease of this guaranty that Owner and the undersigned shall and do waive trial by jury. Dated: 19 Guarantor Witness Guarantor's Residence Business Address Firm Name STATE OF NEW YORK ) ss.: COUNTY OF ) On this day of ,19 , before me personally came to me known and known to me to be the individual described in, and who executed the foregoing Guaranty and acknowledged to me that he executed the same. Notary IMPORTANT – PLEASE READ RULES AND REGULATIONS ATTACHED TO AND MADE A PART OF THIS LEASE IN ACCORDANCE WITH ARTICLE 35. The sidewalks, entrances, driveways, passages, courts, elevators, vestibules, stairways, corridors or halls shall not be relieved obstructed or encumbered by any Tenant or used for any purpose other than for ingress to and egress from the demised premises and for delivery of its obligations hereunder unless merchandise and until equipment in a prompt and efficient manner using elevators and passageways designated for such delivery by Owner. There shall not be used in any space, or in the Trustee public hall of the building, either by any tenant or by jobbers, or others in the delivery or receipt of merchandise, any hand trucks except those equipped with rubber tires and safeguards. If the premises are situated on the ground floor of the building, Tenant thereof shall further, at Tenant’s expense, keep the sidewalks and curb in front of said premises clean and free from ice, snow, etc. The water and wash closets and plumbing fixtures shall not be used for any purposes other than those for which they were designed or constructed. Tenant shall not use, keep or permit to be used or kept any foul or noxious gas or substance in the demised premises, or permit or suffer the demised premises to be occupied or used in a manner offensive or objectionable to Owner or other occupants of the building by reason of noise, odors and/or vibrations or interfere in any way with other Tenants or those having business therein. No sign, advertisement, notice or other lettering shall be exhibited, inscribed, painted or affixed by any Tenant on any part of the outside of the demised premises or the building or on the inside of the demised premises if the same is visible from the outside of the premises without the prior written consent of Owner, except that the name of Tenant may appear on the entrance door of the premises. In the event of the violation of the foregoing by any Tenant, Owner may remove same without any liability and may charge the expense incurred by such removal to Tenant or Tenants violating this rule. Signs or interior doors and directory tablet shall be inscribed, painted or affixed for each Tenant by Owner at the expense of such Tenant, and shall be of a size, color and style acceptable to Owner. No Tenant shall ▇▇▇▇, paint, drill into, or in any way deface any part of the demised premises or the building of which they form a part. No boring, cutting or stringing of wires shall be permitted, except with the prior written consent of Owner, and as Owner may direct. No Tenant shall lay linoleum, or other similar floor covering, so that the same shall come in direct contact with the floor of the demised premises, and, if linoleum or other similar floor covering is desired to be used an interlining of builder’s deadening felt shall be first affixed to the floor, by a paste or other material, soluble in water, the use of cement or other similar adhesive material being expressly prohibited. Freight, furniture, business equipment, merchandise and bulky matter of any description shall be delivered to and removed from the premises only on the freight elevators and through the service entrances and corridors, and only during hours and in a manner approved by Owner. Owner reserves the right to inspect all freight to be brought into the building and to exclude from the building all freight which violates any of these Rules and Regulations or the lease of which these Rules and Regulations are a part. Owner reserves the right to exclude from the building between the hours of 6 P.M. and 8 A.M. and at all hours on Sundays, and holidays all persons who do not present a pass to the building signed by Owner. Owner will furnish passes to persons for whom any Tenant requests same in writing. Each Tenant shall be responsible for all persons for whom he requests such pass and shall be liable to Owner for all acts of such person. Owner shall have indefeasibly received all amounts required the right to prohibit any advertising by any Tenant which, in Owner’s opinion, tends to impair the reputation of Owner or its desirablity as a building for stores or offices, and upon written notice from Owner, Tenant shall refrain from or discontinue such advertising. Tenant shall not bring or permit to be paid by brought or kept in or on the Guarantor hereunder (and demised premises, any Event inflammable, combustible, or explosive, or hazardous fluid, material, chemical or substance, or cause or permit any odors of Default under cooking or other processes, or any unusual or other objectionable odors to permeate in or emanate from the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder demised premises. Tenant shall terminate following payment by the Issuer and/or the Guarantor not place a load on any floor of the entire principaldemised premises exceeding the floor load per square foot area which it was designed to carry and which is allowed by law. Owner reserves the right to prescribe the weight and position of all safes, all accrued interest business machines and all other amounts due and owing in respect of the Notes and the Indenturemechanical equipment. All amounts payable by the Guarantor hereunder Such installations shall be payable placed and maintained by Tenant at Tenant’s expense in U.S. dollars setting sufficient in Owner’s judgement to absorb and in immediately available funds prevent vibration, noise and annoyance. Refuse and Trash - Tenant covenants and agrees, at its sole cost and expense, to comply with all present and future laws, orders and regulations of all state, federal, municipal and local governments, departments, commissions and boards regarding the Trusteecollection, sorting, separation and recycling of waste products, garbage, refuse and trash. All payments actually received Tenant shall pay all costs, expenses, fines, penalties or damages that may be imposed on Owner or Tenant by reason of Tenant’s failure to comply with the Trustee pursuant provisions of this Building Rule 12, and, at Tenant’s sole cost and expense, shall indemnify, defend and hold Owner harmless (including reasonable legal fees and expenses) from and against any actions, claims and suits arising from such non-compliance, utilizing counsel reasonably satisfactory to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemedOwner. FOOTNOTES TO PRINTED STANDARD FORM OF OFFICE LEASE Between 130 PRINCE LLC, Landlord and SWISS ARMY RETAIL, INC., a Delaware corporation, for purposes of this Guarantythe ground floor Store A and basement space at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, to have been received by the Trustee on the next succeeding Business Day▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇.

Guaranty. (a) The Each Guarantor hereby unconditionally and irrevocably guarantees to each Lender and its successors, endorsees, transferees and assigns, the full and punctual prompt payment when due, as a guaranty of payment and not of collection, due (whether at the Stated Maturitystated maturity, or earlier or later by acceleration required prepayment, declaration, acceleration, demand or otherwise, of all obligations ) and performance of the Issuer now Obligations. The Obligations and all other indebtedness, liabilities and obligations to be paid or hereafter existing under the Indenture and the Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being performed by Guarantors in connection with this Agreement shall hereinafter be collectively referred to as the “Guaranteed Obligations”), and the Guarantor agrees to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder in enforcing any rights .” Guarantors’ obligations under this Guaranty with respect to such Guaranteed Obligations. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations Agreement and would be owed by the Issuer to the Trustee or any Noteholder under the Indenture Loan Documents shall be joint and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuerseveral. (b) In the event that the Issuer does not make payments Each Guarantor agrees, without any Lender first having to the Trustee of all proceed against Borrower or any portion security held by such Lender (if any), (i) to pay on demand: (a) all sums due and to become due to such Lender from Borrower; and (b) all losses, costs, documented attorney’s fees or expenses which may be suffered by such Lender by reason of the Guaranteed Obligations, upon receipt Borrower’s default on its obligations or Guarantor’s default under this Agreement and (ii) to perform all Obligations of notice Borrower. Guarantor’s obligations under this Agreement are independent of such non-payment and separate from the Trustee, obligations of Borrower. Upon the Guarantor will make immediate payment to occurrence and during the Trustee continuance of any Default, any Lender may ▇▇▇ any Guarantor separately from any other Obligor, whether or not such amount Lender sues any other Obligor in such lawsuit and whether or portion not such Lender sues any Obligor in a separate lawsuit. If any Lender proceeds with any course of the Guaranteed Obligations owing action under this Agreement or payable under the Indenture and the Notes. Such notice against Borrower, that choice shall specify the amount or amounts under the Indenture and the Notes that were not paid on the date that preclude such amounts were required to be paid under the terms Lender from taking any other course of the Indenture and the Notesaction. (c) The obligation of the Guarantor Each Guarantor’s obligations under this Guaranty shall be absolute and unconditional upon receipt by it of the notice contemplated herein absent manifest error. The Guarantor Agreement shall not be relieved affected by the termination or change in the relationship between any Guarantor and Borrower. Each Guarantor assumes all responsibility for keeping informed of: (a) Borrower’s financial condition and assets; (b) all other circumstances bearing upon the risk of its nonpayment of Borrower’s obligations hereunder unless to any Lender; and until (c) the Trustee nature, scope and extent of the risks that such Guarantor assumes and incurs under this Agreement. Each Guarantor agrees that each Lender shall have indefeasibly received no duty to advise such Guarantor of information known to any Lender regarding such circumstances or risks. Each Guarantor waives notice of any Lender’s acceptance of this guaranty and of presentment, demand, protest and notice of non-payment or protest as to any note or obligation signed, accepted, endorsed or assigned to any Lender by Borrower. Each Guarantor also waives any other demands and notices required by law. Each Guarantor also waives all amounts required set-offs, counterclaims and rights of recoupment. To the fullest extent permitted by law, each Guarantor also waives any 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 Agreement. (d) Each Lender may at any time, without any Guarantor’s consent, without notice to be paid by the Guarantor hereunder (and without affecting or impairing any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor under this Agreement, do any of the entire principalfollowing: (i) renew, all accrued interest and all modify (including any increase or decrease in the rate of interest), or extend any obligations of Borrower, any other amounts due and owing in respect Obligor or of any other party at any time directly or contingently liable for the payment of any of the Notes Obligations; (ii) enter into additional extensions of credit to Borrower; (iii) accept partial payments of the Obligations; and (iv) settle, release (by operation of law or otherwise), compound, compromise, collect or liquidate any Obligations in any manner. (e) If at any time performance and payment of the Indenture. All amounts payable by the Guarantor hereunder Obligations is rescinded or reduced in amount, or if any Lender must return any payments received from Borrower, each Guarantor’s obligations under this Section 9 shall be payable in U.S. dollars and in immediately available funds reinstated as to such Guarantor for the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business Dayamount so reduced or returned.

Guaranty. (a) The Subject to the terms and provisions of this Guaranty, Guarantor hereby unconditionally guarantees to Landlord the full, complete, and irrevocably guarantees timely payment by Tenant of all Minimum Rent (as defined in each Lease) and Additional Rent (as defined in each Lease) (hereinafter collectively referred to as "Guaranteed Rent") due and payable under all of the full and punctual payment when dueLeases for the Guaranty Term, as a guaranty without deduction by reason of payment and not any set-off (except to the extent of collectionany set-offs to which Tenant is expressly entitled pursuant to the terms of the Lease), whether at the Stated Maturitydefense, or earlier counterclaim. For purposes hereof, it is expressly understood and agreed that "Guaranteed Rent" shall not include any sums for damages arising from an Event of Default or later by acceleration or otherwise, of all obligations termination of the Issuer now or hereafter existing Lease, specifically including damages relating to the acceleration of any rent due under the Indenture and the Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and the Guarantor agrees to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder Lease in enforcing any rights under this Guaranty with respect to such Guaranteed Obligations. Without limiting the generality excess of the foregoing, Minimum Rent and Additional Rent payable during the Guarantor’s liability shall extend to all amounts that constitute part Guaranty Term in accordance with the terms of the Guaranteed Obligations and would be owed by the Issuer to the Trustee or any Noteholder under the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuer. (b) Leases. In the event that the Issuer does not make payments there is an Event of Default by Tenant pursuant to the Trustee terms of a Lease, Landlord hereby agrees to use reasonable efforts to mitigate its damages. A. If during the Guaranty Term Tenant shall fail to pay all or any portion of the Guaranteed ObligationsRent when due, upon Guarantor shall pay (without first requiring the Landlord to proceed against Tenant, any other person, or any other security) to Landlord all Guaranteed Rent due and unpaid. Guarantor shall make payment of such Guaranteed Rent within four (4) Business Days of receipt by Guarantor of notice from Landlord of Tenant's failure to pay such non-payment from Guaranteed Rent. Interest at the TrusteeDisbursement Rate shall accrue and be owing and due by Guarantor to Landlord for any Guaranteed Rent not paid within such four (4) Business Day period. Notwithstanding the above, in the event that there is an Exercise of Rights by Landlord (as defined hereinafter in Section 6.B hereof), the above-referenced period of "four (4) Business Days" shall be "ten (10) Business Days." B. In the event Guarantor will make immediate payment and Tenant should each pay the same Guaranteed Rent, Landlord shall promptly return to the Trustee of any such amount or portion of Guarantor the Guaranteed Obligations owing or payable under the Indenture and the Notes. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid on the date that such amounts were required to be paid under the terms of the Indenture and the Notes. (c) The obligation of the Guarantor under this Guaranty shall be absolute and unconditional upon receipt by it of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be Rent paid by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in respect of the Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business Day.

Guaranty. A. CONTR guarantees to repair or replace to the reasonable satisfaction of OWNER any defect in materials, equipment or workmanship provided by CONTR or any defect resulting from Contractor–provided Designs, which is discovered within twelve (a12) months after such ▇▇▇▇▇▇ is delivered to OWNER, provided that OWNER shall within thirty (30) calendar days after discovery of such defect, provide written notice of claim for said defect to Contractor. The Guarantor hereby unconditionally and irrevocably guarantees the full and punctual payment when due, as Contract requirement of 12 months governs. OWNER’s failure to timely provide written notice of any defect to CONTR shall constitute a guaranty waiver of payment and not of collection, whether at the Stated Maturity, or earlier or later by acceleration or otherwise, of all obligations of the Issuer now or hereafter existing under the Indenture and the Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and the Guarantor agrees to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred claims arising out of such defect. With respect to CONTR’s guaranty as set forth in this Article, the term “defect” shall not include defects resulting from design of the Vessel provided by the Trustee OWNER in the Plans and Specifications or any Noteholder in enforcing any rights under this Guaranty with respect to such Guaranteed Obligations. Without limiting the generality following which may result from use of the foregoingVessel during said guaranty period: (1) ordinary wear and tear; (2) misuse; (3) improper stowage or loading; and (4) negligence of OWNER, its agents or employees or the Guarantor’s liability shall extend to all amounts that constitute part operator or crew of the Guaranteed Obligations and would be owed by Vessel. B. The liability of the Issuer CONTR to the Trustee OWNER hereunder on account of defects shall include the actual repair or any Noteholder under the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuer. (b) In the event that the Issuer does not make payments to the Trustee of all or any portion of the Guaranteed Obligations, upon receipt of notice of such non-payment from the Trustee, the Guarantor will make immediate payment to the Trustee of any such amount or portion of the Guaranteed Obligations owing or payable under the Indenture and the Notesreplacement thereof. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid on the date that such amounts were Any work required to be paid under performed pursuant to the terms provisions of this Section shall be carried out, if practicable, at the shipyard of the Indenture CONTR or by the CONTR’s own personnel at the Vessel's home port, or at a shipyard of the CONTR’s choosing. If this causes undue delays or is not practical in OWNER’s sole discretion, then the OWNER may have such work performed at any shipyard and in that event the NotesCONTR shall be liable to the OWNER for the documented expenses thereof at the commercial rate prevailing in such port area, including the cost of dockage of the Vessel, if necessary, with regard to the repair or correction of any defective workmanship or defective material, guaranteed hereunder. CONTR shall guarantee such repair or replacement for an additional period of ninety (90) days from the completion of such repair or replacement, unless such repair and replacement shall occur more than ninety (90) days prior to the expiration of the twelve (12) month guarantee period, in which case such repair or replacement shall be guaranteed until the end of said twelve (12) month period C. Prior to the expiration of the guaranty period, a final guaranty survey of the Vessel shall be conducted by OWNER or the OWNER’s Representative. At such survey, OWNER or the OWNER’s Representative shall inspect the Vessel for any defects. Such survey shall be held at such port as OWNER shall designate. All material, equipment and workmanship guaranteed hereunder, which are found to be defective as a result of said inspection shall be corrected, repaired or replaced by CONTR at its expense to the reasonable satisfaction of OWNER or the OWNER’s Representative. All corrections, repairs or replacements to be made pursuant to said final guaranty survey shall be performed as set forth in Section B of this Article. OWNER shall give seven (7) calendar days prior written notice to CONTR of the time and place of the final guaranty survey, and shall give CONTR an opportunity to have a representative present during the survey. (c) The obligation D. Any guaranties from subcontractors to CONTR in excess of the Guarantor under guaranty provisions of this Guaranty Article shall be absolute and unconditional upon receipt assigned by it CONTR to OWNER at the end of the notice contemplated herein absent manifest error. guaranty period. E. The Guarantor shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing remedies contained in respect of the Notes and the Indenture. All amounts payable by the Guarantor hereunder this Article 15 shall be payable in U.S. dollars OWNER’s sole and in immediately available funds to the Trustee. All payments actually received exclusive remedies for defects after delivery, whether under tort, contract, warranty or otherwise and no other guaranties or warranties, whether expressed or implied by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day law or otherwise are or will be deemed, for purposes of this Guaranty, deemed to have been received made by CONTR. All implied warranties, including warranties of merchantability or fitness for ordinary or intended use are specifically excluded. This guaranty is given in lieu of all other guaranties or warranties or actions in tort (including negligence or strict liability) or contract against CONTR. In no event shall CONTR’s aggregate liability (whether in warranty, tort or contract) exceed the Trustee on contract price. In no event shall CONTR be liable to OWNER for any incidental, punitive or consequential damages, including but not limited to, loss of use or loss of profits. Notwithstanding any provision contained herein, the next succeeding Business DayCONTR shall remain liable for Liquidated Damages.

Guaranty. Section 32.01 Guarantor shall guaranty Tenant’s obligations under this Lease pursuant to the Guaranty Agreement substantially in the form of Exhibit G, executed and delivered to Landlord as of the Commencement Date (the “Guaranty”). In the event Guarantor shall cease to own, directly or indirectly, substantially all of the assets of Tenant, Guarantor shall deliver a Replacement Guaranty, pursuant to Section 32.02 below. Section 32.02 Notwithstanding anything to the contrary contained herein, including, but not limited to, the fact that LSF9 Concrete Holdings Ltd is being set forth as the “Guarantor” on the Commencement Date of this Lease (LSF9 Concrete Holdings Ltd., in such capacity, the “Original Guarantor”), if at any time during the Lease Term, any change in the organizational structure of Original Guarantor or any Affiliate thereof shall occur or be contemplated, including, but not limited to, resulting from either (i) the transfer, merger, or other change of Control of Original Guarantor or any Affiliate thereof or (ii) any contemplated initial public offering of common stock in either the United States or the United Kingdom involving Original Guarantor or any Affiliate thereof,, then Tenant shall have the right to provide one or more replacement guarantors to replace the Original Guarantor with respect to all of the obligations of Original Guarantor in respect of any guaranty relating to this Lease (each such action, a “Replacement Guaranty”), subject to the terms and full satisfaction of all of the following conditions precedent: (a) The Guarantor hereby unconditionally Tenant has provided Landlord with not less than thirty (30) days prior written notice, which notice shall include the name and irrevocably guarantees the full and punctual payment when due, as a guaranty jurisdiction of payment and not of collection, whether at the Stated Maturity, or earlier or later by acceleration or otherwise, of all obligations of the Issuer now or hereafter existing under the Indenture and the Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and the Guarantor agrees to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder in enforcing any rights under this Guaranty with respect to such Guaranteed Obligations. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Issuer to the Trustee or any Noteholder under the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuer.each proposed replacement guarantor; (b) In the event that the Issuer does not make payments to the Trustee no Event of all or any portion of the Guaranteed Obligations, upon receipt of notice of such non-payment from the Trustee, the Guarantor will make immediate payment to the Trustee of any such amount or portion of the Guaranteed Obligations owing or payable under the Indenture Default has occurred and the Notes. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid on the date that such amounts were required to be paid under the terms of the Indenture and the Notes.is continuing; (c) the proposed replacement guarantor is an Approved Replacement Guarantor (as hereinafter defined); (d) each Approved Replacement Guarantor shall deliver to Landlord a guaranty (in the form attached as Exhibit G attached hereto), pursuant to which such Approved Replacement Guarantor agrees to be liable under such guaranty from and after the Commencement Date (and the Original Guarantor or any subsequent Approved Replacement Guarantor then being replaced shall be released from any further liability under the applicable guaranty) for all periods from and after the Commencement Date, and pursuant to which such Approved Replacement Guarantor shall be the “Guarantor” for all purposes set forth in this Lease); (e) Tenant shall submit to Landlord true, correct and complete copies of all documents reasonably requested by Landlord concerning the organization and existence of such Approved Replacement Guarantor; (f) Tenant shall pay all of Landlord’s reasonable out-of-pocket costs and expenses in connection with the Replacement Guaranty; and (g) The obligation change in organizational structure giving rise to such Replacement Guaranty is for a valid business purpose and not principally to avoid any obligations of the Guarantor under this the Guaranty. Notification of any proposed Replacement Guaranty shall may be absolute and unconditional upon receipt revoked by it of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required Tenant at any time prior to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has such Replacement Guaranty having been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in respect of the Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business Dayconsummated.

Guaranty. (a) The Guarantor Century hereby unconditionally and irrevocably guarantees to each Holder the full due and punctual payment when due, as a guaranty of payment and not of collection, whether at the Stated Maturity, or earlier or later by acceleration or otherwise, of all obligations of the Issuer now or hereafter existing under the Indenture principal of and the Notes, whether for principal, interest (including any additional interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses redemption premiums or otherwise (such obligations being the “Guaranteed Obligations”), and the Guarantor agrees to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder other amounts payable in enforcing any rights under this Guaranty accordance with respect to such Guaranteed Obligations. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Issuer to the Trustee or any Noteholder under the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuer. (b) In the event that the Issuer does not make payments to the Trustee of all or any portion of the Guaranteed Obligations, upon receipt of notice of such non-payment from the Trustee, the Guarantor will make immediate payment to the Trustee of any such amount or portion of the Guaranteed Obligations owing or payable under the Indenture and the Notes. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid on the date that such amounts were required to be paid under the terms of the Securities) on the Securities held by such Holder, when and as the same shall become due and payable, whether at maturity or by declaration of acceleration, call for redemption or otherwise, according to the terms of such Securities and of this Indenture. Century hereby unconditionally and irrevocably further guarantees to the Trustee the due and punctual payment of any sums due to the Trustee under Section 607 of this Indenture, when and as the same shall become due and payable, in accordance with the terms of this Indenture and (the Notes. (c) The obligation "Trustee Compensation"). In case of the Guarantor failure of the Company punctually to make any such payment of principal, interest (including any additional interest, redemption premiums or other amounts payable in accordance with the terms of the Securities) or Trustee Compensation, Century hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at maturity or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Company. Century hereby agrees that its obligations under this Guaranty Section 312 shall be absolute as if it were principal debtor and unconditional upon receipt by it not merely surety, and shall be absolute, irrevocable and unconditional, irrespective of the delay of any action to enforce the same or the recovery of any judgment against the Company. Except as provided in Section 502 of this Indenture, Century hereby waives diligence, presentment, demand for payment, filing of claims with the court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice contemplated herein absent manifest errorwith respect to any of the Securities or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guaranty will not be discharged except by complete performance of the obligations contained in such Securities, this Guaranty and this Indenture. The Guarantor Century shall be subrogated to all rights of the Holders of any Securities against the Company in respect of any amounts paid to such Holders by Century pursuant to the provisions of this Guaranty; provided, however, that Century shall not be relieved entitled to enforce, or to receive any payments arising out of its obligations hereunder unless and or based upon, such right of subrogation until the Trustee principal of, premium, if any, and interest on all of the Securities shall have indefeasibly received all amounts required to be been paid by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in respect of the Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business Dayfull.

Guaranty. Concurrently with the execution of this Lease, Tenant shall cause Guarantor or another creditworthy entity satisfactory to Landlord in its sole discretion to enter into the Guaranty in the form annexed hereto as Exhibit E, pursuant to which Guarantor guaranties to Landlord: (ai) The Guarantor hereby unconditionally the complete performance of all of Tenant’s obligations in this Lease necessary to achieve Final Completion; and irrevocably guarantees (ii) the full and punctual payment when due, as a guaranty of timely payment and not of collection, whether at the Stated Maturity, or earlier or later by acceleration or otherwise, performance of all of Tenant’s other obligations of the Issuer now or hereafter existing under the Indenture and the Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and the Guarantor agrees to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder in enforcing any rights under this Guaranty with respect to such Guaranteed ObligationsLease from the Commencement Date through Final Completion. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Issuer to the Trustee or any Noteholder under the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuer. (b) In the event that Guarantor fails to meet the Issuer does Guarantor Net Worth Requirement at any time prior to Final Completion, Tenant shall promptly replace such Guarantor with another creditworthy entity meeting the Guarantor Net Worth Requirement and cause such entity to enter into the Guaranty in the form annexed hereto as Exhibit E. CERTIFICATES BY LANDLORD AND TENANT Tenant Estoppels. At any time and from time to time upon not make payments less than ten (10) Business Days’ notice by Landlord, Tenant shall execute, acknowledge and deliver to Landlord or any other party specified by Landlord a statement certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same as modified, is in full force and effect and stating the modifications) and the date to which each obligation constituting Base Rent and Additional Costs have been paid, stating whether or not to the Trustee knowledge of all or any portion of the Guaranteed ObligationsTenant, upon receipt of notice of such non-payment from the Trustee, the Guarantor will make immediate payment to the Trustee Landlord is in default in performance of any covenant, agreement or condition contained in this Lease, and, if so, specifying each such amount or portion default of the Guaranteed Obligations owing or payable under the Indenture which Tenant may have knowledge, and the Notes. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid on the date that such amounts were required certifying as to be paid under the terms of the Indenture and the Notes. (c) The obligation of the Guarantor under this Guaranty shall be absolute and unconditional upon receipt by it of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in matter with respect of the Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business DayLease as Landlord or such other addressee may reasonably request.

Guaranty. (a) The Guarantor Guarantors hereby unconditionally and irrevocably guarantees the full irrevocably, jointly and punctual payment when dueseverally, guarantee, as a guaranty guarantee of payment and not of collection, the prompt performance and payment in full by the Borrower when due (whether at the Stated Maturitystated maturity, or earlier or later by acceleration or otherwise, ) of the following (the "Obligations"): (i) all payment obligations of the Issuer now or hereafter existing Borrower under the Indenture Credit Agreements, whether direct or indirect, absolute or contingent, and the Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, breakage costs, expenses expenses, indemnification or otherwise otherwise; and (such ii) all payment obligations being of the “Guaranteed Obligations”), and Borrower to the Guarantor agrees noteholders listed on Schedule A hereto arising under the Notes. The Guarantors further agree to pay any all costs, fees and all expenses (including including, without limitation, reasonable and documented counsel fees and expensesof outside counsel) incurred by the Trustee or any Noteholder Guaranteed Party in enforcing any rights under this Guaranty with respect Guaranty. If the Borrower fails to such Guaranteed Obligations. Without limiting the generality pay any of the foregoingObligations in full when due (whether at stated maturity, by acceleration or otherwise) and any grace period for payment of any such Obligation has expired, the Guarantor’s liability shall extend Guarantors, jointly and severally, agree to all amounts that constitute part pay the unpaid portion of such Obligation within 2 business days after receipt by each of them of written demand from the applicable Guaranteed Obligations and would be owed by the Issuer to the Trustee or any Noteholder under the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the IssuerParty. (b) In Each Guarantor, and by its acceptance of this Guaranty, each Guaranteed Party, hereby confirms that it is the event intention of all such persons that this Guaranty and the obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of any applicable law relating to bankruptcy, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty and the obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Guaranteed Parties and the Guarantors hereby irrevocably agree that the Issuer does not make payments obligations of each Guarantor under this Guaranty at any time shall be limited to the Trustee of all or any portion of maximum amount as will result in the Guaranteed Obligations, upon receipt of notice obligations of such non-payment from the Trustee, the Guarantor will make immediate payment to the Trustee of any such amount under this Guaranty not constituting a fraudulent transfer or portion of the Guaranteed Obligations owing or payable under the Indenture and the Notes. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid on the date that such amounts were required to be paid under the terms of the Indenture and the Notesconveyance. (c) The obligation of Each Guarantor hereby unconditionally and irrevocably agrees that in the Guarantor under this Guaranty event any payment shall be absolute and unconditional upon receipt by it of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder (and made to any Event of Default Guaranteed Party under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in respect of the Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty, such Guarantor will contribute, to have been received the maximum extent permitted by the Trustee on the next succeeding Business Daylaw, amounts to each other Guarantor with respect to any such payment.

Guaranty. (a) The Guarantor hereby Guarantors hereby, jointly and severally, irrevocably, absolutely, and unconditionally guarantee to Guaranty Trustee and irrevocably guarantees each Security Beneficiary the prompt, complete, and full and punctual payment when due, as a guaranty of payment and not of collection, whether at no matter how the Stated Maturity, or earlier or later by acceleration or otherwisesame shall become due, of all obligations of the Issuer now or hereafter existing sums payable under the Indenture and the NotesFinance Documents, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses fees or otherwise (such obligations being the “Guaranteed Obligations”), and the Guarantor agrees to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder in enforcing any rights under this Guaranty with respect to such Guaranteed Obligationsotherwise. Without limiting the generality of the foregoing, the Guarantor’s Guarantors’ liability hereunder shall extend to and include all amounts that constitute part post-petition interest, expenses, and other duties and liabilities of the Guaranteed Obligations and Borrower described above in this subsection (a), which would be owed by the Issuer to the Trustee or any Noteholder under the Indenture and the Notes Borrower but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvencyreorganization, reorganization or similar proceeding involving the IssuerBorrower. (b) In the event that the Issuer does not make payments If Borrower shall for any reason fail to the Trustee of all or pay any portion Obligation, as and when such Obligation shall become due and payable, whether at its stated maturity, as a result of the Guaranteed Obligationsexercise of any power to accelerate, or otherwise, Guarantors will, upon receipt written demand by Guaranty Trustee, pay such Obligation in full to Guaranty Trustee for the benefit of notice Guaranty Trustee or the Security Beneficiary to whom such Obligation is owed. If Borrower shall for any reason fail to perform promptly any Obligation, Guarantors will, upon written demand by Guaranty Trustee, cause such Obligation to be performed or, if specified by Guaranty Trustee, provide sufficient funds, in such amount and manner as Guaranty Trustee shall in good faith determine, for the prompt, full and faithful performance of such non-payment from the Trustee, the Guarantor will make immediate payment to the Obligation by Guaranty Trustee of any or such amount or portion of the Guaranteed Obligations owing or payable under the Indenture and the Notes. Such notice other Person as Guaranty Trustee shall specify the amount or amounts under the Indenture and the Notes that were not paid on the date that such amounts were required to be paid under the terms of the Indenture and the Notesdesignate. (c) The If either Borrower or a Guarantor fails to pay any Obligation as described in the immediately preceding subsections (a) or (b) Guarantors will incur the additional obligation to pay to Guaranty Trustee, and Guarantors will forthwith upon written demand by Guaranty Trustee, specifying the nature and amount of each expense, pay to Guaranty Trustee, the Guarantor under amount of any and all expenses, including fees and disbursements of Guaranty Trustee’s counsel and of any experts or agents retained by Guaranty Trustee, which Guaranty Trustee may incur as a result of such failure. (d) As between Guarantors and Guaranty Trustee or any Security Beneficiary, this Guaranty shall be absolute considered a primary and unconditional upon receipt by it liquidated liability of Guarantors. (e) It is the notice contemplated herein absent manifest error. The Guarantor shall not be relieved intention of its obligations hereunder unless each Guarantor, Guaranty Trustee and until Security Beneficiary that the Trustee shall have indefeasibly received all amounts required to be paid by the liability of each Guarantor hereunder (not constitute a fraudulent transfer or fraudulent conveyance under any state or federal law that may be applied hereto. Each Guarantor and, by their acceptance hereof, Guaranty Trustee and Security Beneficiary hereby acknowledges and agrees that, notwithstanding any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in respect of the Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes provision of this Guaranty, the indebtedness guaranteed hereby by such Guarantor shall be limited to the maximum amount of indebtedness that can be incurred or secured by such Guarantor without rendering this Guaranty subject to avoidance with respect to such Guarantor under Section 548 of the United States Bankruptcy Code or any comparable provisions of any applicable state or federal law. (f) The liability of each of Slough, TC and TOGC to pay any amount under this Guaranty may be discharged from, and the recourse of the Guaranty Trustee or any Security Beneficiary with respect to such Guarantor (in respect of such liability) is limited to, only the assets of such Guarantor described as “Collateral” under any of the Finance Documents, despite anything else to the contrary herein or in any of the Finance Documents and only subject to the terms of this Section (g). The Guaranty Trustee or any Security Beneficiary may (a) do anything necessary to enforce its rights in connection with the Collateral, and (b) take proceedings to obtain (i) an injunction or other order to restrain any breach of the Finance Documents by a Guarantor, or (ii) declaratory relief or some other similar judgment or order as to the obligations of a Guarantor under the Finance Documents. The Guaranty Trustee or any Security Beneficiary may not seek to recover any shortfall in the amounts owing to it under this Guaranty by applying to have a Guarantor wound up. Notwithstanding the foregoing, the Guaranty Trustee or any Security Beneficiary may take action against Slough or TOGC individually, beyond the Collateral, through any proceeding for all loss, damage, and expense suffered or incurred by the Guaranty Trustee or any Security Beneficiary as a result of any of the following: (i) such Guarantor’s fraud, gross negligence or wilful misconduct in connection with any Finance Document; or (ii) a representation or warranty by or on behalf of such Guarantor under any Finance Document being found to have been received incorrect or misleading when made or taken to be made; or (iii) such Guarantor’s failure to comply with its obligations (other than an obligation to pay money) under any Finance Document. Notwithstanding the foregoing, the Guaranty Trustee or any Security Beneficiary may take action against TC individually, beyond the Collateral, through any proceeding for all amounts payable by TC in the event of: (i) TC’s fraud, gross negligence or wilful misconduct in connection with any Finance Document; or (1) a representation or warranty by or on behalf of TC under any Finance Document being found to have been incorrect or misleading when made or taken to be made; or (2) TC’s failure to comply with its obligations (other than an obligation to pay money) under any Finance Document; where the Guaranty Trustee on or any Security Beneficiary determines (which it may do at its discretion) that the next succeeding Business Day.circumstance was a material factor in the determination by it or another Security Beneficiary to give an instruction to the Agent to act under clause 21-2 of the Facilities Agreement

Guaranty. Except as otherwise provided for herein (a) The including under Section 3.14), each Note Guarantor hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, and absolutely and unconditionally and irrevocably guarantees to the Noteholder, the full and punctual payment prompt payment, when and as the same become due, as a guaranty of payment and not of collection, whether at the Stated Maturitystated maturity, or earlier or later by upon acceleration or otherwise, of and at all obligations times thereafter, of the Issuer now or hereafter existing Obligations, including amounts that would become due but for the automatic stay under Section 362(a) of the Indenture Bankruptcy Code, 11 U.S.C. §362(a), together with any and all expenses which may be incurred by the NotesNoteholder in collecting any of the Obligations that are reimbursable in accordance with Section 5(c) of the Note Purchase Agreement (collectively, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and the . Each Note Guarantor further agrees to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder in enforcing any rights under this Guaranty with respect to such Guaranteed Obligations. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Issuer to the Trustee or any Noteholder under the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuer. (b) In the event that the Issuer does not make payments to the Trustee of all or any portion of the Guaranteed ObligationsObligations may be increased, extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon receipt of notice of such non-payment from the Trustee, the Guarantor will make immediate payment to the Trustee of its guarantee notwithstanding any such amount extension or portion renewal. In addition, if any or all of the Guaranteed Obligations owing become due and payable hereunder, each Note Guarantor, unconditionally and irrevocably, promises to pay such Guaranteed Obligations to the Noteholder, on demand. Each Note Guarantor unconditionally and irrevocably guarantees the payment of any and all of the Guaranteed Obligations whether or not due or payable under by the Indenture Issuer upon the occurrence of any of Bankruptcy Event of Default of the Note and thereafter irrevocably and unconditionally promises to pay such Guaranteed Obligations to the NotesNoteholder. Such notice This Note Guaranty is a continuing one and shall specify remain in full force and effect until the amount Specified Date (or, with respect to any Note Guarantor, until the release of such Note Guarantor from its obligations hereunder in accordance with Section 3.14 hereof), and all liabilities to which it applies or amounts under the Indenture and the Notes that were not paid on the date that such amounts were required to be paid may apply under the terms of the Indenture and the Notes. (c) The obligation of the Guarantor under this Guaranty hereof shall be absolute and unconditional upon receipt by it of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in respect of the Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty, conclusively presumed to have been received by the Trustee on the next succeeding Business Daycreated in reliance hereon.

Guaranty. (a) The Guarantor undersigned, as primary obligor and not merely as surety, hereby unconditionally unconditionally, absolutely and irrevocably guarantees guarantees, and agrees to cause Parent and Merger Sub to effect, the full due and punctual payment when duepayment, performance and observation of each and all of Parent’s and Merger Sub’s obligations and liabilities (including without limitation losses or damages payable to Company) under, with respect to, in connection with or otherwise arising out of or relating to the Merger Agreement in accordance with the terms thereof, as a guaranty of payment and not of collectionin effect on September 28, whether at 2018 or as thereafter amended in accordance with the Stated MaturityMerger Agreement, or earlier or later by acceleration or otherwiseincluding without limitation the Closing Consideration (collectively, of all obligations of the Issuer now or hereafter existing under the Indenture and the Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”). In the event that Parent or Merger Sub fails in any manner whatsoever to pay, and perform or observe any of the Guarantor agrees to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by Obligations, the Trustee undersigned will duly pay, perform or any Noteholder observe, as the case may be, such Obligations in enforcing any rights under this Guaranty accordance with the Merger Agreement as if the undersigned were itself Parent or Merger Sub with respect to such Guaranteed Obligations. Without limiting the generality of the foregoing, the Guarantor’s undersigned agrees that it will not permit Parent or Merger Sub to liquidate or dissolve or to take any similar action which would impair the ability of Parent or Merger Sub to fulfill its obligations pursuant to the Merger Agreement. The undersigned hereby agrees that Company shall be entitled to specific performance to cause the undersigned to effect its obligations pursuant to this Guaranty. For the avoidance of doubt, the undersigned does not have any liability shall extend or obligation to all amounts any party pursuant to this Guaranty that constitute part Parent or Merger Sub does not have under the Merger Agreement. For the avoidance of doubt, no consent of the Guaranteed Obligations undersigned shall be required with respect to any amendment or waiver of the Merger Agreement that is effected in accordance with the terms thereof, and would this Guaranty shall apply to Parent’s and Merger Sub’s obligations under the Merger Agreement, as so amended or waived. The undersigned hereby acknowledges and agrees that this Guaranty is being delivered and accepted as a material inducement to Company to enter into the Merger Agreement and that Company is the express beneficiary of this Guaranty and shall be owed entitled to enforce this Guaranty against the undersigned. In no event shall Company be obligated to take any action, obtain any judgment or file any action prior to enforcing this Guaranty, and the undersigned hereby waives as to itself promptness, diligence, notice of the acceptance of this Guaranty and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, all defenses that may be available by the Issuer virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, and all suretyship defenses. This Guaranty (i) is a guaranty of payment and performance, and not of collectability, (ii) shall be construed as a continuing, absolute, irrevocable and unconditional guaranty without regard to any right of offset with respect to the Trustee or Obligations at any Noteholder under time and (iii) shall be enforceable against the Indenture undersigned to the same extent as if the undersigned were the primary obligor (and not merely a surety) with respect to the Obligations. The undersigned hereby acknowledges that the validity of this Guaranty and the Notes but for the fact that they are unenforceable undersigned’s obligations under this Guaranty shall not be affected or not allowable due to the existence impaired by reason of a any bankruptcy, insolvency, reorganization receivership or similar other such proceeding involving the Issuer. (b) In the event that the Issuer does not make payments relating to the Trustee of all undersigned or any portion of its Affiliates. The undersigned agrees that neither this Guaranty nor the Obligations shall be discharged except by complete payment and performance of the Guaranteed Obligations, upon receipt and that neither this Guaranty nor the Obligations shall be released or discharged, in whole or in part, or otherwise affected by (v) the failure or delay on the part of notice Company to assert any claim or demand or to enforce any right or remedy against Parent or Merger Sub, (w) any change in the time, place or manner of such non-payment from or performance of the TrusteeObligations or any waiver, the Guarantor will make immediate payment to the Trustee compromise, consolidation or other amendment or modification of any such amount or portion of the Guaranteed Obligations owing or payable under the Indenture and the Notes. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid on the date that such amounts were required to be paid under the terms of the Indenture and Merger Agreement or the Notes. Obligations, (cx) The obligation any change in the corporate existence, structure or ownership of Parent or Merger Sub, or any other Person interested in the transactions contemplated hereby, (y) the adequacy of any other means Company may have of obtaining payment or performance of the Guarantor under this Guaranty shall be absolute and unconditional upon receipt by it Obligations or (z) any other circumstance that might constitute a defense to, or a legal or equitable discharge of, Parent, Merger Sub or the undersigned. If at any time payment of the notice contemplated herein absent manifest error. The Guarantor shall not Obligations is rescinded or must be relieved otherwise restored or returned by Company upon the insolvency, bankruptcy or reorganization of its obligations hereunder unless and until Parent, Merger Sub or the Trustee shall have indefeasibly received all amounts required to be paid by undersigned, the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantorundersigned’s obligations hereunder with respect to such payment shall terminate following payment be reinstated upon such restoration or return being made by the Issuer and/or the Guarantor of the entire principalCompany, all accrued interest as though such payment had not been made. The rights, powers, remedies and all other amounts due privileges provided for Company in this Guaranty are cumulative and owing in respect not exclusive of the Notes any rights, powers, remedies and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes privileges of this Guaranty, to have been received by the Trustee on the next succeeding Business DayCompany.

Guaranty. (a) The Guarantor hereby unconditionally and irrevocably guarantees the full Tenant's performance of each and punctual payment when due, as a every covenant of this Lease. This is an absolute and continuing guaranty of payment and performance, and not solely a guaranty of collection. The Guarantor shall promptly perform or make payment upon receiving written notice from Landlord of Tenant's failure to comply with this Lease. If the Guarantor fails to perform or make payment after notice from Landlord, whether at the Stated Maturityand if any legal action (including, without limitation, negotiations, civil action, arbitration, mediation, or earlier or later by acceleration or otherwiseadministrative proceeding) is necessary as a result such failure, of then Landlord shall be entitled to receive from the Guarantor all obligations of the Issuer now or hereafter existing under the Indenture costs and the Notesfees incurred in connection with enforcing this Guaranty, whether for principalincluding, interestwithout limitation, make-whole premium, Additional Amounts, reasonable attorneys' fees, indemnitiesexpert witness fees and consulting fees. The Guarantor hereby expressly waives any right to require Landlord to first proceed against Tenant; have Tenant joined with Guarantor in any suit arising out of this Lease; or pursue or exhaust any other rights in Landlord's power whatsoever. The Guarantor hereby waives any defense arising by reason of disability, costslack of authority or power, expenses or otherwise (such obligations being the “Guaranteed Obligations”)other defense of Tenant, and the Guarantor agrees to pay shall remain liable hereon regardless of whether Tenant is found not liable thereon for any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder in enforcing any rights under this Guaranty with respect to such Guaranteed Obligations. Without limiting the generality of the foregoingreason including, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Issuer to the Trustee or any Noteholder under the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a without limitation, disability, bankruptcy, insolvency, reorganization reorganization, dissolution, or similar proceeding involving the Issuer. (b) In the event operation of law. It is expressly agreed that the Issuer does liability of Guarantor shall be primary and not make payments to the Trustee of all or any portion of the Guaranteed Obligations, secondary. Guarantor recognizes that Landlord is relying upon receipt of notice of such non-payment from the Trustee, the Guarantor will make immediate payment to the Trustee of any such amount or portion of the Guaranteed Obligations owing or payable under the Indenture this Guaranty and the Notes. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid on the date that such amounts were required to be paid under the terms of the Indenture and the Notes. (c) The obligation undertakings of the Guarantor under hereunder in executing this Lease with Tenant, and further recognizes that this Guaranty shall be absolute and unconditional upon receipt by it of the notice contemplated herein absent manifest erroris a material inducement to Landlord in executing this Lease. The Guarantor shall not be relieved represents and warrants that it will benefit from Tenant's Lease with Landlord; that Guarantor has the authority and power to unconditionally Guaranty each and every covenant of this Lease, and that this Guaranty constitutes valid and binding obligations of Guarantor, enforceable in accordance with its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor terms. Dated as of the entire principaldate first above written. LANDLORD: LAKESIDE HOLDINGS, all accrued interest and all other amounts due and owing in respect of the Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemedL.L.C., for purposes of this Guarantya Delaware limited liability company BY: Silverbrae Holdings, to have been received by the Trustee on the next succeeding Business Day.Inc., a Colorado corporation, Agent

Guaranty. (a) The Guarantor hereby unconditionally and irrevocably guarantees the full and punctual payment when dueLandlord may require, as a condition precedent of Landlord choosing to enter into this Lease with Tenant, a binding guaranty (the "Guaranty") of payment Tenant's parent or other sponsor (the "Guarantor"), which will cause the Guarantor to be jointly and not severally liable with Tenant for all of collection, whether at Tenant's obligations hereunder. Landlord reserves the Stated Maturityright to terminate this Lease, or earlier or later by acceleration or otherwise, of all obligations terminate Tenant's possession of the Issuer now or hereafter existing under Dwelling, in the Indenture event such Guaranty is not fully executed and returned within seven (7) days from the Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”)date of execution of this Lease by Tenant, and in any event, before Tenant takes possession of the Leased Premises. Landlord will not, under any circumstances, permit Tenant to take possession of the Leased Premises, when Landlord has determined that one or more Guarantors are required, without first having a valid, fully executed Guaranty Agreement, acceptable to Landlord, in hand. Tenant understands that the Guaranty must be obtained directly from the Guarantor agrees to pay and that Landlord reserves all rights, both civil and criminal, for any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee false execution or any Noteholder in enforcing any rights under this Guaranty with respect to such Guaranteed Obligations. Without limiting the generality forgery of the foregoingGuaranty. Tenant acknowledges that this Lease is for an essential necessity of Tenant, the Guarantor’s liability and that Tenant shall extend to be fully bound by all amounts that constitute part of the Guaranteed Obligations terms, conditions, covenants and would be owed by the Issuer to the Trustee provisions hereof irrespective of Tenant's age or any Noteholder under the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuer. (b) In the event that the Issuer does not make payments to the Trustee of all or any portion legal status. The execution of the Guaranteed Obligations, upon receipt of notice of such non-payment from the Trustee, the Guarantor will make immediate payment Guaranty constitutes an additional insurance to the Trustee of any such amount or portion Landlord of the Guaranteed Obligations owing or payable under the Indenture and the Notes. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid on the date that such amounts were required to be paid under the terms performance of the Indenture terms, conditions, covenants and the Notes. (c) The obligation provisions of the Guarantor under this Guaranty shall be absolute Lease and unconditional upon receipt by it of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved construed as a release of its Tenant's responsibilities and obligations hereunder unless or from the legal and until the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in respect of the Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes binding nature of this Guarantycontract. It is understood by Tenant that failure to return the Parental Guaranty IF THIS LEASE IS RENEWED BY TENANT, to have been received by the Trustee on the next succeeding Business DayGUARANTOR SHALL REMAIN LIABLE UNDER ITS GUARANTY FOR ALL OF TENANT'S OBLIGATIONS UNDER THE RENEWED LEASE. ANY RENEWAL OF THE LEASE BY TENANT ON OR BEFORE AUGUST 1, 2013, SHALL RENEW THE OBLIGATIONS OF GUARANTOR. IF THE RENEWAL LEASE INCLUDES INCREASED MONTHLY RENTAL OR OTHER FINANCIAL TERMS, THEN GUARANTOR'S LIABILITY UNDER ITS GUARANTY SHALL BE DETERMINED BY REFERENCE TO THE ORIGINAL RENTAL AMOUNT AND FINANCIAL TERMS.

Guaranty. (a) The Guarantor hereby unconditionally and irrevocably guarantees the full and punctual payment when due, as a guaranty of payment and not of collection, whether at the Stated Maturity, or earlier or later by acceleration or otherwise, of all obligations of the Issuer now or hereafter existing under the Indenture and the 2019 Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and the Guarantor agrees to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder in enforcing any rights under this Guaranty with respect to such Guaranteed Obligations. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Issuer to the Trustee or any Noteholder under the Indenture and the 2019 Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuer. (b) In the event that the Issuer does not make payments to the Trustee of all or any portion of the Guaranteed Obligations, upon receipt of notice of such non-payment from the Trustee, the Guarantor will make immediate payment to the Trustee of any such amount or portion of the Guaranteed Obligations owing or payable under the Indenture and the 2019 Notes. Such notice shall specify the amount or amounts under the Indenture and the 2019 Notes that were not paid on the date that such amounts were required to be paid under the terms of the Indenture and the 2019 Notes. (c) The obligation of the Guarantor under this Guaranty shall be absolute and unconditional upon receipt by it of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in respect of the 2019 Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars euros and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York London time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business Day.

Guaranty. (a) The Guarantor hereby unconditionally and irrevocably guarantees the full and punctual payment when due, as a guaranty of payment and not of collection, whether at the Stated Maturity, or earlier or later by acceleration or otherwise, of all obligations of the Issuer now or hereafter existing under the Indenture and the Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and the Guarantor agrees to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder in enforcing any rights under this Guaranty In accordance with respect to such Guaranteed Obligations. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Issuer to the Trustee or any Noteholder under the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuer. (b) In the event that the Issuer does not make payments to the Trustee of all or any portion of the Guaranteed Obligations, upon receipt of notice of such non-payment from the Trustee, the Guarantor will make immediate payment to the Trustee of any such amount or portion of the Guaranteed Obligations owing or payable under the Indenture and the Notes. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid on the date that such amounts were required to be paid under the terms of the Indenture contract for the in the City of Bell, California approved between THE CITY OF ▇▇▇▇, a public body, corporate and politic (“Agency”) and the Notes. (c) The obligation undersigned, under which contract the undersigned shall complete work as described in the contract documents, the following guarantee of said work is hereby made. Should any of the Guarantor under this Guaranty items installed pursuant to said contract, prove defective or should the item as a whole prove defective, due to faulty workmanship, material furnished or methods of installation, or should the said item or any part thereof fail to operate properly, as planned, due to any of the above causes, all within one (1) year after date on which the work is accepted by the City Council, the undersigned agrees that the repairs shall be absolute made and unconditional upon such materials as are necessary shall be furnished and installed within 10 days after the receipt of demand from the Agency. In the event repairs are not made within 10 days, the Agency shall have the unqualified option to make any needed repairs or replacements itself or by it of the notice contemplated herein absent manifest errorany other Contractor. The Guarantor shall not be relieved undersigned agrees to reimburse the Agency, upon demand, of its obligations hereunder unless and until expenses incurred in restoring said items to the Trustee shall have indefeasibly received all amounts required to be paid condition contemplated in said contract, including the cost of any equipment or materials replaced, or upon demand by the Guarantor hereunder (Agency, to replace any such equipment and any Event of Default under repair said items completely without cost to the Indenture has been cured, it being understood Agency so that the Guarantor’s obligations hereunder shall terminate following payment they will operate successfully as originally contemplated. Emergency repairs must necessarily be made by the Issuer and/or Agency the Guarantor Agency; therefore, when defective material or workmanship results in emergency repairs, the undersigned agrees to reimburse the Agency, upon demand, expenses incurred. Said items will be deemed defective within the meaning of this guaranty in the event that they fail to operate as originally intended thereof and in accordance with the plans and specifications included in said contract. The Faithful Performance Bond for this project shall remain in full force and effect for the entire principalguarantee period as required in the specifications and contract documents. Date Contract California, all accrued interest this day of , by and all other amounts due between THE CITY OF ▇▇▇▇, hereinafter referred to as “AGENCY”; and owing in respect of the Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds SOUTHERN CALIFORNIA PRECISION CONCRETE INC., dba PRECISION CONCRETE CUTTING, a California Corporation, hereinafter referred to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business Dayas “CONTRACTOR”.

Guaranty. (a) The Guarantor hereby absolutely and unconditionally guarantees to the Administrative Agent for the ratable benefit of the Lenders (and irrevocably guarantees their applicable Affiliates) and their respective successors and permitted assigns, as primary obligor and not merely as surety, the full and punctual payment when due, whether upon maturity, scheduled payment date, by acceleration, early termination or otherwise, of all Secured Obligations under the Credit Agreement. If any Borrower fails to pay any Secured Obligation in full when due (whether at stated maturity, scheduled payment date, by acceleration, early termination or otherwise) strictly in accordance with the terms of the Credit Agreement, including in the amounts, in the currency and at the place expressly agreed to thereunder, irrespective of and without giving effect to any law, order, decree or regulation in effect from time to time of the jurisdiction where such Borrower or any other person or entity obligated on such Secured Obligation is located, the Guarantor will promptly pay the same to the Administrative Agent. The Administrative Agent shall deliver a written notice to the Guarantor identifying this Guaranty and identifying the Guarantor Event of Default and the precise amount due and payable by such Borrower (provided that (x) no such notice shall be required upon the occurrence of a Guarantor Bankruptcy Event of Default and (y) such notice shall be deemed to have been given immediately upon the occurrence of a Guarantor Bankruptcy Event of Default). The Guarantor shall promptly thereafter pay such amounts to the Administrative Agent. The failure of the Administrative Agent to provide the foregoing written notice to the Guarantor shall not reduce, excuse or invalidate the Guarantor’s obligations hereunder; provided that, for the avoidance of doubt, it is understood that the Guarantor’s payment obligations hereunder shall only commence after receipt (or deemed receipt, in the case of any Guarantor Bankruptcy Event of Default) of such written notice. Notwithstanding anything to the contrary in this Guaranty, for the avoidance of doubt, the Secured Obligations guaranteed by the Guarantor hereunder shall (a) in no event be broader than the Secured Obligations of the Borrowers under and as defined in the Credit Agreement, assuming the enforceability of the Credit Agreement against the Borrowers (which enforceability shall be conclusively presumed) in accordance with the terms thereof (regardless of whether the Credit Agreement is in fact so enforceable), and (b) not include any special, indirect, consequential or punitive damages (including, without limitation, any opportunity costs or lost profits) suffered by the Administrative Agent or any Lender in connection with, arising out of, or in any way related to this Guaranty, the Credit Agreement and/or any Secured Obligations (provided that this clause (b) shall not apply to any such damages that constitute Secured Obligations). This Guaranty is a guaranty of payment and performance and is not merely a guaranty of collection, whether at the Stated Maturity, or earlier or later by acceleration or otherwise, of all obligations of the Issuer now or hereafter existing under the Indenture and the Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and the Guarantor agrees to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder in enforcing any rights under this Guaranty with respect to such Guaranteed Obligations. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Issuer to the Trustee or any Noteholder under the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuer. (b) In the event that the Issuer does not make payments to the Trustee of all or any portion of the Guaranteed Obligations, upon receipt of notice of such non-payment from the Trustee, the Guarantor will make immediate payment to the Trustee of any such amount or portion of the Guaranteed Obligations owing or payable under the Indenture and the Notes. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid on the date that such amounts were required to be paid under the terms of the Indenture and the Notes. (c) The obligation of the Guarantor under this Guaranty shall be absolute and unconditional upon receipt by it of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in respect of the Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business Day.

Guaranty. For value received, and in consideration for and as an inducement to OAKHURST PROPERTIES LLC (a“Landlord”) The to enter into a Commercial Lease with Maine Realty Partners d/b/a Portside Realty (“Tenant”) for certain premises located at Forest Avenue, Portland, Maine, ▇▇▇▇ ▇▇▇▇▇ (“Guarantor”) does hereby unconditionally guaranty to Landlord the complete and due performance of each and every agreement, covenant, term and condition of the Lease to be performed by ▇▇▇▇▇▇ and ▇▇▇▇▇▇’s successors and assigns, including (without limitation) the payment of all sums of money stated in the Lease to be payable by ▇▇▇▇▇▇. Guarantor hereby unconditionally waives notice of default in the punctual and irrevocably guarantees full payment of rent and any other charges due under the Lease, and of default in the full and punctual payment when dueperformance and observance of any of Tenant's covenants, conditions and agreements contained in said Lease, and waives all suretyship and guarantorship defenses generally. Failure of Landlord to insist upon strict performance or observance of any of the terms, provisions or covenants of the aforesaid Lease or to exercise any right therein contained shall not be construed as a guaranty waiver or relinquishment or the failure of payment and not of collectionany such term, whether at the Stated Maturityprovision, covenant, or earlier or later by acceleration or otherwise, of all obligations of the Issuer now or hereafter existing under the Indenture and the Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”)rights, and the same shall continue and remain in full force and effect. Receipt by Landlord of rent with knowledge of the breach of any provision of the aforesaid Lease shall not be termed a waiver of such breach. Further, Guarantor covenants and agrees that he shall not be released from the obligations of this Guaranty, nor shall said obligations be diminished or otherwise affected: (i) by an extension of time or other favor or indulgence granted to pay Tenant under said Lease or by any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder in enforcing any rights under this Guaranty waiver with respect to such Guaranteed Obligations. Without limiting the generality payment of the foregoingrents, the Guarantor’s liability shall extend additional rents and other charges to all amounts that constitute part of the Guaranteed Obligations and would be owed paid by the Issuer Tenant or with respect to the Trustee performance and observance of any other Tenant obligations under said Lease; (ii) by any assignment of said Lease or any Noteholder under the Indenture and the Notes but for the fact that they are unenforceable licensing or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuer. (b) In the event that the Issuer does not make payments to the Trustee subletting of all or any portion of the Guaranteed Obligationsleased premises; (iii) by the acceptance by Landlord of any security for the punctual and full payment of said rents or the punctual and full performance and observance of said Tenant obligations, upon receipt or the release, surrender, substitution or modification of any security from time to time held by Landlord, or by any act or omission to act by Landlord with respect to any such security; or (iv) by any amendment or modification of said ▇▇▇▇▇; it being the intent hereof that Guarantor shall at all times be and remain liable to Landlord to the same extent as if she was jointly and severally liable with Tenant to Landlord for the performance of all the terms, conditions and provisions in said Lease contained on the part of Tenant to be performed. The liability of Guarantor hereby shall be primary, and in any right of action which may accrue to Landlord under the Lease, Landlord may, at Landlord's option, proceed against Guarantor and Tenant, or may proceed against either Guarantor or Tenant without having commenced any action against or having obtained any judgment against the other. Guarantor further waives notice of such non-payment acceptance of this Guaranty by Landlord and diligence on its part in the enforcement of the obligations of Guarantor hereunder. The liability of Guarantor hereunder shall in no way be affected by (a) the release or discharge of Tenant or any creditors', receivership, bankruptcy, or other proceedings; (b) the impairment, limitation, or modification of the liability of Tenant, or the estate of Tenant in bankruptcy, or any remedy for the enforcement of Tenant's said liability under the Lease, resulting from the Trustee, the Guarantor will make immediate payment to the Trustee operation of any such amount present or portion future provision of any bankruptcy or insolvency law, or other statute, or from the Guaranteed Obligations owing or payable under the Indenture and the Notes. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid on the date that such amounts were required to be paid under the terms decision of the Indenture and the Notes. any court; (c) The obligation the rejection or disaffirmance of the Lease in any such proceedings; (d) the assignment or the transfer of the Lease by ▇▇▇▇▇▇; (e) any disability or other defense of Tenant; or (f) the cessation from any cause whatsoever of the liability of Tenant. Guarantor under further agrees to pay all reasonable costs, legal expenses and attorneys' fees incurred or paid by Landlord in the enforcement of this Guaranty. This Guaranty may not be changed, modified, discharged, or terminated orally, or in any manner other than by an agreement in writing signed by Guarantor and Landlord. Guarantor hereby agrees that if any of his obligations hereunder shall be held to be unenforceable, the remainder of this Guaranty and its application to all obligations other than those with respect to which it is held unenforceable shall not be affected thereby and shall remain in full force and effect. All terms and provisions of this Guaranty shall inure to the benefit of Landlord, its successors and assigns, and shall be absolute binding upon Guarantor, his heirs, successors and unconditional assigns. Guarantor agrees that any notice or demand upon receipt by it of the notice contemplated herein absent manifest error. The Guarantor him shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required deemed to be paid sufficiently given or served if in writing and mailed by the Guarantor hereunder (and any Event of Default under the Indenture has been curedregistered or certified mail, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principalreturn receipt requested, all accrued interest and all other amounts due and owing in respect of the Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds postage prepaid, addressed to the Trusteeattention of ▇▇▇▇ ▇. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed▇▇▇▇▇, for purposes of this Guaranty▇▇▇▇▇▇/Owner, to have been received by the Trustee on the next succeeding Business DayPortside Realty Group, ▇▇▇ ▇.▇. ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or such other address as Guarantor may designate in writing.

Guaranty. (a) The In consideration for the purchase of the Property by Obligee and the assumption by Obligee of the Lease on the terms provided for in the Assignment and Assumption Agreement, Guarantor does hereby unconditionally and irrevocably guarantees the guarantee to Obligee Obligor’s full and punctual payment when dueprompt performance of Obligor’s obligations under the Lease (the “Guaranteed Obligations”) pursuant to the terms and conditions established therein. The liability of Guarantor under this Agreement shall be absolute, as unconditional and irrevocable. This Agreement is absolute and continuing and is a guaranty guarantee of payment and not of collection, whether at the Stated Maturity, or earlier or later by acceleration or otherwise, of all obligations of the Issuer now or hereafter existing under the Indenture collection and the Notesliability of Guarantor is primary and unconditional. Accordingly, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and the Guarantor agrees to pay the Guaranteed Obligations to Obligee automatically and without written demand therefor, without any withholding, deduction, counterclaim (unless a compulsory counterclaim) or set-off for any reason or on any account whatsoever, subject to the terms hereof and provided that Guarantor shall make payment of the Guaranteed Obligations in the event that Obligor has failed or will fail to fully pay the Guaranteed Obligations in accordance with the provisions of the Lease such that payment to Obligee shall be made on the due date thereof, without delay, either from Obligor or Guarantor. This Agreement is in no way conditional upon any requirement that Obligee first attempt to collect the Guaranteed Obligations from Obligor or resort to any security or other means of obtaining payment of the Guaranteed Obligations. Guarantor hereby waives notice of acceptance of this Agreement, notices of default, non-performance, partial performance, non-payment or partial payments in protest, notice of protest, and all other notices or formalities to which Obligor or Guarantor might otherwise be entitled pursuant to the Lease or by law. Additionally, Guarantor hereby waives all rights, defenses and benefits accruing from time to time to sureties under applicable law (including, without limitation, all rights under the Texas Business and Commerce Code). No failure or delay on Obligee’s part in exercising any power, right or privilege hereunder shall impair any such power, right or privilege or be construed as a waiver of or acquiescence therein. Guarantor expressly waives any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee rights of subrogation, reimbursement, indemnity, exoneration, contribution or any Noteholder in enforcing other claim which it may now or hereafter have against Obligor or any rights under this Guaranty other person directly or contingently liable for the obligations and liabilities guaranteed hereunder, or against or with respect to such Obligor’s property (including, without limitation, property collateralizing Obligor’s obligations and liabilities to Obligees) arising from the existence or performance of this Agreement until the full and indefeasible payment and performance of the obligations and liabilities under the Lease and the termination of the Lease. Obligee may, without notice to Guarantor, and without eliminating or in any way impairing the validity of Guarantor’s obligations to Obligee under this Agreement, grant modifications, additions or changes to the Lease, make amendments or modifications to the Guaranteed Obligations, extend time for performance, and take any such other appropriate acts related to Obligor’s performance of its obligations under the Lease as Obligee deems necessary or appropriate. Guarantor hereby waives their right to require Obligee to (a) proceed against Obligor or any other sublessee, assignee or other transferee of Obligor, (b) proceed against or exhaust any security or collateral Obligee may hold, or (c) pursue any other right or remedy for Obligee’s benefit, before proceeding against Guarantor for the obligations guaranteed herein. Guarantor hereby agrees that Obligee may unqualifiedly exercise in its sole discretion any or all rights and remedies available to it against Obligor or any other person without impairing Obligee’s rights and remedies under this Agreement, and Guarantor’s liabilities and obligations under this Agreement will remain independent and unconditional. Without limiting the generality foregoing, this Agreement shall be a continuing guarantee, and (whether or not Guarantor shall have notice or knowledge of any of the foregoing, following) the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Issuer to the Trustee or any Noteholder under the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuer. (b) In the event that the Issuer does not make payments to the Trustee of all or any portion of the Guaranteed Obligations, upon receipt of notice of such non-payment from the Trustee, the Guarantor will make immediate payment to the Trustee of any such amount or portion of the Guaranteed Obligations owing or payable under the Indenture and the Notes. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid on the date that such amounts were required to be paid under the terms of the Indenture and the Notes. (c) The obligation of the Guarantor under this Guaranty hereunder shall be absolute and unconditional upon receipt by it of the notice contemplated herein absent manifest error. The Guarantor irrespective of, and shall not be relieved released or otherwise affected by (a) the release or impairment of any security given to secure the Guaranteed Obligations; (b) any lack of validity or enforceability of the Lease, or any other agreement or instrument relating thereto; (c) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition or liquidation or similar proceedings relating to Obligor, or its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder properties or creditors; (and d) any Event impairment, modification, change, release or limitation of Default liability or obligation under the Indenture has been curedLease resulting from the operation of any present or future provision of the Bankruptcy Reform Act of 1978 or any other similar federal or state statute, it being understood or from the decisions of any court; or (e) any other circumstances which might otherwise constitute a defense available to, or a discharge of, any person or entity in respect of the Lease, or Guarantor in respect of this Agreement. To the extent that the Obligor makes any payment which Obligee is required by any applicable legal requirement to return to Obligor, its trustee, its receiver or any other party, this Agreement and Guarantor’s obligations hereunder shall terminate following be revived and shall continue in full force and effect as if the payment had not been made. Guarantor agrees that one or more successive or concurrent actions may be brought herein against Guarantor, either in the same action in which Obligor is sued, or in separate actions as often as deemed advisable. The prevailing party in any such action shall be entitled to recover its costs including reasonable expenses and attorneys’ fees. In the event any claim or action, or action on any judgment, based on this Agreement, is made or brought against Guarantor, Guarantor agrees not to assert against Obligee any set-off, defense or counterclaim (other than compulsory counterclaims) which Obligor may have, and, further, Guarantor agrees not to deduct, set-off, or seek to counterclaim for or recoup, any amounts which are or may be owed by Obligee to Guarantor, or for any loss of contribution from any other guarantor, if any. All rights and claims of Guarantor now or hereafter existing including, without limitation, rights to any payments, distributions or dividends from Obligor (collectively the Issuer and/or the “Guarantor Claims”) against Obligor or any of the entire principal, all accrued interest Obligor’s property shall be subordinate and all other amounts due and owing subject in respect right of payment to the prior payment in full of the Notes and the IndentureGuaranteed Obligations to Obligee. All amounts payable by the Guarantor hereunder shall No Guarantor’s Claims shall, in any event, be payable in U.S. dollars from Obligor to Guarantor while any amount owed to Obligee by Obligor or Guarantor is due, unpaid and in immediately available funds to outstanding. In addition, Guarantor hereby covenants and agrees that, until the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty, to Guaranteed Obligations have been received by the Trustee on the next succeeding Business Day.paid or performed in full under this Agreement, Guarantor will:

Guaranty. (a) The Guarantor hereby absolutely, unconditionally and irrevocably guarantees guarantees, as primary obligor and not merely as surety, the full and punctual payment when due and in the currency due, whether at stated maturity or earlier, by reason of acceleration, mandatory prepayment or otherwise in accordance herewith or the Note of the Guarantor’s Allocated Portion of all principal, interest (including all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of the Issuer at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding), expenses, indemnities or other amounts required to be paid by Issuer under the Note (the “Obligations”), whether or not from time to time reduced or extinguished or hereafter increased or incurred, whether or not recovery may be or hereafter may become barred by any statute of limitations, whether or not enforceable as against the Issuer, whether now or hereafter existing, and whether due or to become due. This Guaranty constitutes a guaranty of payment and not of collection. (b) The Guarantor further agrees that, whether at the Stated Maturity, or earlier or later if any payment made by acceleration or otherwise, of all obligations of the Issuer now or hereafter existing under any other Person and applied to the Indenture and the NotesObligations is at any time annulled, whether for principalavoided, interestset aside, make-whole premiumrescinded, Additional Amountsinvalidated, fees, indemnities, costs, expenses declared to be fraudulent or preferential or otherwise (required to be refunded or repaid, then, to the extent of such obligations being the “Guaranteed Obligations”), and the Guarantor agrees to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee payment or any Noteholder in enforcing any rights under this Guaranty with respect to such Guaranteed Obligations. Without limiting the generality of the foregoingrepayment, the Guarantor’s liability hereunder shall extend be and remain in full force and effect, as fully as if such payment had never been made. If, prior to all amounts that constitute part any of the Guaranteed Obligations foregoing, this Guaranty shall have been cancelled or surrendered, this Guaranty shall be reinstated in full force and would be owed by effect, and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the Issuer to the Trustee or any Noteholder under the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuer. (b) In the event that the Issuer does not make payments to the Trustee of all or any portion obligations of the Guaranteed Obligations, upon receipt Guarantor in respect of notice the amount of such non-payment from the Trustee, the Guarantor will make immediate payment to the Trustee of any such amount or portion of the Guaranteed Obligations owing or payable under the Indenture and the Notes. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid on the date that such amounts were required to be paid under the terms of the Indenture and the Notespayment. (c) The obligation For purposes of this Guaranty, the “Guarantor’s Allocated Portion” is that percentage of the Guarantor Obligations of the Issuer under this Guaranty shall be absolute and unconditional upon receipt by it of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required Note equal to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations percentage ownership interest in the Issuer as of the date this Guaranty is called upon by the Holder. Notwithstanding anything to the contrary contained herein, the Guarantor’s liability hereunder shall terminate following payment by be limited to the Issuer and/or the Guarantor Guarantor’s Allocated Portion of the entire principal, all accrued interest Obligations and all other amounts due and owing in respect of the Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this under Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business Day15.

Guaranty. (a) The Guarantor hereby unconditionally and irrevocably guarantees the full and punctual payment when due, as a guaranty of payment and not of collection, whether at the Stated Maturity, or earlier or later by acceleration or otherwise, of all obligations of the Issuer now or hereafter existing under the Indenture and the 2019 Floating Rate Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and the Guarantor agrees to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder in enforcing any rights under this Guaranty with respect to such Guaranteed Obligations. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Issuer to the Trustee or any Noteholder under the Indenture and the 2019 Floating Rate Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuer. (b) In the event that the Issuer does not make payments to the Trustee of all or any portion of the Guaranteed Obligations, upon receipt of notice of such non-payment from the Trustee, the Guarantor will make immediate payment to the Trustee of any such amount or portion of the Guaranteed Obligations owing or payable under the Indenture and the 2019 Floating Rate Notes. Such notice shall specify the amount or amounts under the Indenture and the 2019 Floating Rate Notes that were not paid on the date that such amounts were required to be paid under the terms of the Indenture and the 2019 Floating Rate Notes. (c) The obligation of the Guarantor under this Guaranty shall be absolute and unconditional upon receipt by it of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in respect of the 2019 Floating Rate Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business Day.

Guaranty. (a) The Guarantor Parent hereby unconditionally and irrevocably guarantees to ▇▇▇▇▇▇ Mae the full prompt and punctual payment when due, as a guaranty unconditional performance of payment and not of collection, whether at the Stated Maturity, or earlier or later by acceleration or otherwise, of all obligations of the Issuer now or hereafter existing Subsidiary under the Indenture and MBS program in accordance with the Notesrequirements of the ▇▇▇▇▇▇ ▇▇▇ Mortgage Backed Securities Guide 5500.3, whether for principalRev.1, interestas amended, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses modified or otherwise supplemented from time to time (such obligations being the “Guaranteed ObligationsGuide”)) and related Guaranty Agreements. Except to the extent that actions taken by ▇▇▇▇▇▇ Mae against the Subsidiary cause the obligations guaranteed by Parent with respect to the Subsidiary to be satisfied, and in the Guarantor event ▇▇▇▇▇▇ ▇▇▇ terminates the Subsidiary’s approval to participate in the MBS program, the Parent hereby agrees to pay reimburse ▇▇▇▇▇▇ Mae for any and all actual and direct losses, damages, costs and expenses (including including, without limitation, reasonable and documented counsel fees and expensesattorney’s fees) incurred by resulting from the Trustee non-performance or any Noteholder in enforcing any rights under this Guaranty with respect to such Guaranteed Obligations. Without limiting the generality non-fulfillment of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part Subsidiary of the Guaranteed Obligations MBS program requirements, and would be owed by the Issuer to the Trustee all legal and other expenses of or any Noteholder under the Indenture and the Notes but for the fact that they are unenforceable or not allowable collection of payments due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuer. (b) Subsidiary. In the event that the Issuer does not make payments to the Trustee of all or any portion of the Guaranteed Obligations, upon receipt of notice of such non-payment from the Trustee, the Guarantor will make immediate payment to the Trustee of any such amount or portion of the Guaranteed Obligations owing or payable under the Indenture and the Notes. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid on the date that such amounts were required to be paid under the terms of the Indenture and the Notes. (c) The obligation of the Guarantor under this Guaranty shall be absolute and unconditional upon receipt by it of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing ▇▇▇▇▇▇ ▇▇▇ in respect of the Notes and the Indenture. All amounts payable obligations guaranteed by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee Parent pursuant to this Section 2 after 12:00 p.m. (New York time) on Corporate Guaranty is rescinded or must otherwise be returned for any Business Day will be deemedreason whatsoever, for purposes the Parent shall remain liable with respect of such obligations as if such payment had not been made. During the term of this Corporate Guaranty, to have been received the Parent shall not be discharged or released hereunder by reason of the discharge or release of the Subsidiary from its obligations under the Guide and related Guaranty Agreements for any reason, including surrender by the Trustee on Subsidiary of its ▇▇▇▇▇▇ Mae Issuer approval, a discharge in bankruptcy, receivership or other proceeding, a stay or other enforcement restriction, or any other reduction, modification, impairment or limitation of the next succeeding Business Dayliability of the Subsidiary. ▇▇▇▇▇▇ ▇▇▇ shall not be obligated to file any claim relating to the obligations guaranteed by the Parent pursuant to this Corporate Guaranty in the event that the Subsidiary becomes subject to a bankruptcy, or reorganization or similar proceeding, and the failure of ▇▇▇▇▇▇ Mae to so file shall not affect the Parent’s obligations hereunder.

Guaranty. (ai) The Except as expressly set forth herein Guarantor hereby absolutely, irrevocably and unconditionally agrees to and irrevocably guarantees hereby does guarantee to ARC the full full, prompt and punctual complete performance and payment when dueby Associate Branch of all of its obligations under the ARA (all such obligations, as collectively, the “Obligations”). Subject to the terms hereof, ▇▇▇▇▇▇▇▇▇ agrees that this Guaranty is a guaranty of performance and payment and not NOT of collectioncollection and that the liability of Guarantor is primary and unconditional. Accordingly, whether at the Stated Maturity, or earlier or later by acceleration or otherwise, of all obligations of the Issuer now or hereafter existing under the Indenture and the Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and the Guarantor agrees to pay the Obligations to ARC upon receipt of a written demand therefor, without any withholding, deduction, counterclaim (unless a compulsory counterclaim) or set-off for any reason or on any account whatsoever, subject to the terms hereof and all expenses provided that ARC shall not demand any of the Obligations until there has been a default by Associate Branch on such Obligations and notice of such default has been received by Guarantor and any applicable time and grace periods (including reasonable as set forth in paragraph (v) of this Section III) have expired. Except for the notice and documented counsel fees time and expensesgrace period requirements set forth in the preceding sentence, this guaranty is in no way conditional upon any requirement that ARC first attempt to collect any of the Obligations from Associate Branch or resort to any security or other means of obtaining payment of the Obligations. (ii) incurred by Guarantor hereby waives each and every defense that under principles of guarantee, suretyship or other similar law would otherwise operate to impair, delay or diminish Guarantor’s obligations hereunder; provided, however, that the Trustee foregoing waiver shall not in any way waive or prejudice any Noteholder right or defense otherwise assertable in enforcing respect of any claimed Obligation. (iii) No delay on the part of ARC in exercising any of its options, powers or rights under this Guaranty shall constitute a waiver thereof. Upon making any payment or performance with respect to any Obligations hereunder, Guarantor shall be subrogated to the right of ARC against Associate Branch with respect to such Guaranteed Obligations. Without limiting payment; provided that Guarantor shall not enforce any payment right by way of subrogation until the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Issuer to the Trustee or any Noteholder under the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuerunderlying Obligation has been paid in full. (biv) In the event that the Issuer does not make payments to the Trustee of all or any portion of the Guaranteed Obligations, upon receipt of notice of such non-payment from the Trustee, the Guarantor will make immediate payment to the Trustee of any such amount or portion of the Guaranteed Obligations owing or payable under the Indenture and the Notes. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid on the date that such amounts were required to be paid under the terms of the Indenture and the Notes. (c) The obligation of the Guarantor under this Guaranty shall be absolute and unconditional upon receipt by it of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following remain in full force and effect until all of the Obligations have been completely performed and paid in full. (v) Guarantor hereby waives acceptance hereof, presentment, demand, protest, and any notice not provided for herein, as well as any requirement that at any time any action be taken by any corporation or person against Associate Branch or any other corporation or person, except that no payment shall be sought from Guarantor under this Guaranty unless a notice of default has been served to Guarantor providing for a minimum cure period of 30 calendar days to remedy such default and indicating ARC’s intention to claim under this Guaranty in the absence of remedy within such cure period. (vi) Guarantor represents, warrants and covenants to ARC that this Guaranty (i) has been duly authorized, executed and delivered by Guarantor, (ii) constitutes a legal, valid and binding obligation of Guarantor enforceable in accordance with its terms, except as the enforceability may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally and by equitable principles relating to the availability of equitable remedies, (iii) does not and will not violate or conflict with any of Guarantor’s organizational documents, and will not violate or conflict with any material agreement by which it is bound, or any law to which Guarantor is subject, nor is any consent or approval required that has not been received or that will not be obtained in connection with the execution, delivery or performance, validity or enforceability of thisguaranty. (vii) Any and all disputes regarding the obligations of the Guarantor to ARC shall be resolved by the Issuer and/or Travel Agent Arbiter, an arbitration forum established as an independent entity, in accordance with the rules promulgated and published by the Travel Agent Arbiter, and the decision shall be final and binding; provided, however, that neither ARC nor Guarantor is precluded from seeking judicial relief to enforce a decision of the entire principalTravel Agent Arbiter, all accrued interest or to compel compliance with this Guaranty prior to the filing of an answer in a proceeding concerning such requirement before the Travel Agent Arbiter. (viii) This Guaranty shall be construed and all other amounts due and owing in respect interpreted according to the internal laws of the Notes Commonwealth of Virginia, excluding any choice of law rules that may direct the application of the laws of another jurisdiction. Any suit, action, or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Guaranty may only be brought in the United States District Court for the Eastern District of Virginia, Alexandria Division (or, if jurisdiction is there lacking, in a state court of cognizant jurisdiction in the County of Arlington, Commonwealth of Virginia). Guarantor consents and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds submits to the Trustee. All payments actually received by jurisdiction of such courts (and of the Trustee pursuant to this Section 2 after 12:00 p.m. (New York timeappropriate appellate court therefrom) on in any Business Day will be deemedsuch suit, for purposes of this Guarantyaction or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, actions or proceeding which is brought in any such court has been received by brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on Guarantor anywhere in the Trustee on world, whether within or without the next succeeding Business Dayjurisdiction of any suchcourt.

Guaranty. (a) The Subject to the provisions of Section 1(b) and (c), Guarantor hereby unconditionally and irrevocably guarantees to Vitro the full due and punctual payment when dueperformance, as a guaranty of payment and not of collectionincluding payment, whether at the Stated Maturity, or earlier or later by acceleration or otherwiseVitrocrisa, of all obligations of the Issuer now or hereafter existing under obligations and covenants guaranteed by Vitro pursuant to the Indenture and terms of the Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise Vitro/Stiva Guaranty (collectively such obligations being and covenants, as may from time to time be amended, altered or modified, are hereinafter referred to as the “Guaranteed "Performance Obligations”)", and the Guarantor agrees such guarantee to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder in enforcing any rights under this Guaranty with respect to such Guaranteed Obligations. Without limiting the generality Vitro of the foregoingPerformance Obligations is hereinafter referred to as the "Guaranty"). The Guaranty may be satisfied by Guarantor performing, or by Guarantor causing the Guarantor’s liability Performance Obligations to be performed. Guarantor shall extend to all amounts that constitute part forthwith, upon the request of the Guaranteed Obligations Party, pay such additional amounts as may be necessary to reimburse the Guaranteed Party for all reasonable costs and would be owed by the Issuer expenses (including, without limitation, reasonable legal fees) incurred to the Trustee enforce this Agreement as a result of any failure or any Noteholder inability of Guarantor to duly and punctually perform its obligations under the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuerthis Agreement. (b) In the event that the Issuer does not make payments Notwithstanding any provision to the Trustee of all or any portion of contrary contained in this Agreement, (i) Guarantor shall not be obligated to perform the Guaranty until 10 (ten) Business Days after the date Guarantor has received written notice from the Guaranteed Party of a failure by Vitrocrisa to perform any of its Performance Obligations; and (ii) except for defenses arising from the proceedings described in Section 2(vi), Guarantor shall have the right to assert any setoff, claim, counterclaim or other defense otherwise available to Vitrocrisa with respect to the Performance Obligations, upon receipt of notice of such non-payment from the Trusteeprovided that Guarantor must immediately pay all amounts and obligations that are not subject to a setoff, the Guarantor will make immediate payment to the Trustee of any such amount claim, counterclaim or portion of the Guaranteed Obligations owing or payable under the Indenture and the Notes. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid on the date that such amounts were required to be paid under the terms of the Indenture and the Notesother defense. (c) The obligation foregoing limitations shall not imply any specification of which Performance Obligations are guaranteed, and the Guaranteed Party may request from the Guarantor under this Guaranty shall be absolute and unconditional upon receipt by it the payment or performance of the notice contemplated herein absent manifest errorany Performance Obligations. The Guarantor shall not be relieved of its obligations hereunder unless and until Guaranteed Party may apply all payments received for application to the Trustee shall have indefeasibly received all amounts required to be paid Performance Obligations in the order determined by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in respect of the Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business DayGuaranteed Party.

Guaranty. Subject to the terms and conditions set forth in this Agreement (including this Section 2.5), the Limited Guarantors, jointly and severally, hereby irrevocably guarantee (the “Limited Guarantee”) to the Sellers (a) The Guarantor hereby unconditionally all of the obligations and irrevocably guarantees liabilities of the full Purchaser that are to be performed by the Purchaser under this Agreement from the date of this Agreement through the Closing, including any of Sellers’ Losses and remedies (including specific performance and injunctive relief) resulting or arising from any breaches thereof, and (b) the punctual payment payment, when and as due, as a guaranty of payment and not of collectionthe Purchase Price, whether at including any payments due under the Stated MaturityDUS Note, the Dynex ▇▇▇▇▇▇ ▇▇▇ Note, the Dynex ▇▇▇▇▇▇▇ Mac Note, or earlier or later by acceleration or otherwisethe Holdback Note, of all obligations of any Adjustment Amount due to the Issuer now or hereafter existing under the Indenture Sellers pursuant to Section 2.4, and the NotesPurchaser Termination Fee (collectively, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and the . Each Limited Guarantor agrees to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by that the Trustee or any Noteholder Sellers may enforce the Limited Guarantee without the necessity of first exhausting remedies against the Purchaser in enforcing any rights under this Guaranty with respect to such of the Guaranteed Obligations. Without limiting Notwithstanding anything to the generality of the foregoingcontrary, the Guarantor’s liability shall extend to all amounts Limited Guarantors do not waive rights, setoffs, counterclaims and other defenses that constitute part the Purchaser may have in respect of the Guaranteed Obligations (including failure of any condition in Section 6.1 to be satisfied) and would be owed by the Issuer to the Trustee or if Purchaser is relieved of any Noteholder under the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuer. (b) In the event that the Issuer does not make payments to the Trustee of all or any portion of the Guaranteed Obligations, upon receipt the Limited Guarantors shall be similarly relieved of notice their obligations with respect thereto (except any legal discharge or defense arising from bankruptcy, insolvency, dissolution or liquidation of such non-payment from the TrusteePurchaser). Notwithstanding anything to the contrary, the Guarantor will make immediate payment to the Trustee Limited Guarantee shall terminate and be of any such amount no further force or portion of the Guaranteed Obligations owing or payable under the Indenture and the Notes. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid on effect upon the date that such amounts were required to be paid under the terms of the Indenture and the Notes. (c) The obligation of the Guarantor under this Guaranty shall be absolute and unconditional upon receipt by it of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the a Limited Guarantor’s obligations hereunder shall terminate following payment by under the Issuer and/or the Guarantor of the entire principal, all accrued interest Limited Guarantee are irrevocably satisfied and all other amounts due and owing paid in respect of the Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business Dayfull.

Guaranty. (a) The Guarantor hereby unconditionally and irrevocably guarantees the full and punctual payment when dueLandlord may require, as a condition precedent of Landlord choosing to enter into this Lease with Tenant, a binding guaranty (the "Guaranty") of payment Tenant's parent or other sponsor (the "Guarantor"), who meets Landlord’s then-current Guarantor requirements, which will cause the Guarantor to be jointly and severally liable with Tenant for all of Tenant's obligations hereunder. Landlord reserves the right to terminate this Lease (but has no obligation to exercise such right), in the event such Guaranty is not fully executed and returned within seven (7) days from the date of collectionexecution of this Lease by Tenant, whether and may exercise such right at any time after such 7 day period through the Stated Maturity, or earlier or later by acceleration or otherwise, of all obligations date Tenant is scheduled to take possession of the Issuer now Leased Premises. Tenant acknowledges Landlord could deliver notice of its right to terminate the Lease as described herein in accordance with the Notice Section of this Lease and may exercise such right for any or hereafter existing under the Indenture and the Notesno reason, whether for principalincluding, interestwithout limitation, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses due to additional leases being received with guarantors provided. When Landlord has determined that one or otherwise (such obligations being the “Guaranteed Obligations”)more Guarantors are required, and the Guarantor agrees to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder in enforcing any rights under this Guaranty with respect to such Guaranteed Obligations. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Issuer to the Trustee or any Noteholder under the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuer. (b) In the event that the Issuer does not make payments to the Trustee of all or any portion of the Guaranteed Obligations, upon receipt of notice of such non-payment from the Trustee, the Guarantor will make immediate payment to the Trustee of any such amount or portion of the Guaranteed Obligations owing or payable under the Indenture and the Notes. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid Tenant appears on the date that Tenant is scheduled to take possession without having a valid, fully executed Guaranty Agreement, acceptable to Landlord, Landlord may, in its sole discretion, elect to: a) exercise Landlord’s right to terminate this Lease at such amounts were required time and not permit Tenant to be paid under move-in to the terms Dwelling; or b) waive such obligation, and permit Tenant to take possession of the Indenture Dwelling without such Guaranty Agreement; or c) permit Tenant to move-in to the Dwelling subject to additional conditions established by the Landlord from time to time; or d) enforce this Lease, including Tenant’s obligations to pay Rent hereunder and not provide Tenant possession of the Leased Premises until Tenant satisfies the condition precedent of providing a binding Guaranty from a Guarantor meeting Landlord’s requirements. Tenant hereby acknowledges that Landlord would suffer significant expenses to evict a tenant who fails to pay Rent after providing possession and recognizes that the condition precedent of having a Guaranty prior to being provided possession is reasonable. If Tenant enters this Lease without having a Guaranty, Tenant acknowledges Tenant will remain liable for the Rent even if Tenant is not permitted to possess the Leased Premises due to a failure of the condition precedent of providing a Guaranty, subject only to Landlord’s duties under Prevailing Law to mitigate damages. TENANT FURTHER ACKNOWLEDGES THAT TENANT SHALL HAVE NO RIGHT TO TERMINATE THIS LEASE AT ANY TIME AFTER SIGNING DUE TO TENANT’S FAILURE TO OBTAIN A GUARANTY. Tenant understands that the Guaranty must be obtained directly from the Guarantor and that Landlord reserves all rights, both civil and criminal, for any false execution or forgery of the Guaranty. Tenant acknowledges that this Lease is for an essential necessity of Tenant, and that Tenant shall be fully bound by all of the terms, conditions, covenants and provisions hereof irrespective of Tenant's age or legal status. Tenant further consents to Landlord sharing with Guarantor, any information regarding Tenant in Landlord’s possession, including but not limited to, breaches of the Lease, termination of the Lease and the Notes. reasons therefore, and any incidents involving Tenant within the Neighborhood (c) The the foregoing however does not create any obligation of the Guarantor under this Guaranty shall be absolute and unconditional upon receipt by it Landlord to do so). The execution of the notice contemplated herein absent manifest error. The Guarantor Guaranty constitutes an additional assurance to Landlord of the performance of the terms, conditions, covenants and provisions of this Lease and shall not be relieved construed as a release of its Tenant's responsibilities and obligations hereunder unless or from the legal and until the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in respect of the Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes binding nature of this Guarantycontract. It is IF THIS LEASE IS RENEWED BY TENANT, to have been received by the Trustee on the next succeeding Business DayWHETHER IN THE DWELLING OR ELSEWHERE IN THE NEIGHBORHOOD, GUARANTOR SHALL REMAIN LIABLE UNDER ITS GUARANTY FOR ALL OF TENANT'S OBLIGATIONS UNDER THE RENEWED LEASE. ANY RENEWAL OF THE LEASE BY TENANT ON OR BEFORE AUGUST 1, 2021, SHALL RENEW THE OBLIGATIONS OF GUARANTOR SUBJECT TO ANY LIMITATIONS UNDER PREVAILING LAW. IF THE RENEWAL LEASE INCLUDES INCREASED MONTHLY RENTAL OR OTHER FINANCIAL TERMS, THEN GUARANTOR'S LIABILITY UNDER ITS GUARANTY SHALL LIKEWISE INCREASE, SUBJECT TO ANY LIMITATIONS UNDER PREVAILING LAW.

Guaranty. (a) The Each Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees guarantees, as a primary obligor and not as a surety to each Secured Party and their respective permitted successors and assigns, the full and punctual payment in cash when due, as a guaranty of payment and not of collectionwithout any demand or notice whatsoever, whether at the Stated Maturitystated maturity, or earlier or later by acceleration or otherwise, of all obligations Obligations of the Issuer Borrowers now or hereafter existing under the Indenture and the Notesany Loan Document, whether for principal, interestinterest (including, makewithout limitation, all interest that accrues after the commencement of any Insolvency Proceeding of any Borrower, whether or not a claim for post-whole premium, Additional Amountsfiling interest is allowed in such Insolvency Proceeding), fees, indemnitiescommissions, costsexpense reimbursements, expenses indemnifications or otherwise (such obligations obligations, to the extent not paid by the Borrowers, being the “Guaranteed Obligations”), and the Guarantor agrees to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder Secured Parties in enforcing any rights under the guaranty set forth in this Guaranty with respect Article XI. The Guarantors hereby jointly and severally agree that if the Borrowers or other Guarantors shall fail to such pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Without limiting the generality of the foregoing, the each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Issuer Borrowers to the Trustee or Secured Parties under any Noteholder under the Indenture and the Notes Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding an Insolvency Proceeding involving the Issuer. (b) In the event that the Issuer does not make payments to the Trustee of all or any portion Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations, upon receipt of notice of such non-payment from . In no event shall the Trustee, the Guarantor will make immediate payment to the Trustee obligation of any Guarantor hereunder exceed the maximum amount such amount or portion of the Guaranteed Obligations owing or payable Guarantor could guarantee under the Indenture and the Notesany Debtor Relief Law. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid on the date that such amounts were required to be paid under Without derogating from the terms of the Indenture and the Notes. (c) The obligation of this Agreement or from any defenses or rights available to the Guarantor under the laws governing this Guaranty shall be absolute and unconditional upon receipt by it Agreement, each Guarantor incorporated under the laws of the notice contemplated herein absent manifest error. The Guarantor State of Israel hereby agrees that the Israeli Guarantee Law (including any rights and defenses thereunder) shall not apply to the Guaranty and that should the Israeli Guarantee Law for any reason be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required deemed to be paid by the applicable to this Agreement, each such Guarantor hereunder (hereby irrevocably and any Event of Default unconditionally waives all rights and defenses that may have been available to it under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in respect of the Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business DayIsraeli Guarantee Law.

Guaranty. (a) The Subject to the terms and provisions hereof, from and after the Effective Date through the Termination Date, Guarantor hereby absolutely, unconditionally and irrevocably guarantees the full timely and punctual complete payment and performance, when due, as a guaranty of payment and not of collection, whether at the Stated Maturity, or earlier or later by acceleration or otherwisewithout duplication, of all obligations of owing by Obligor to Seller pursuant to the Issuer now or hereafter existing under the Indenture and the Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise Agreement (such obligations being the “Guaranteed Obligations”), . This Guaranty shall constitute a continuing guarantee of payment and the Guarantor agrees to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder in enforcing any rights under this Guaranty with respect to such Guaranteed Obligations. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part performance of the Guaranteed Obligations and would be owed by the Issuer to the Trustee or any Noteholder under the Indenture and the Notes Obligations, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuercollection. (b) In Guarantor is liable for the timely and complete (i) payment and (ii) performance of the Guaranteed Obligations, as set forth in this Guaranty, as a primary obligor. Without waiving any of Guarantor’s rights hereunder, this Guaranty is effective as a waiver of, and Guarantor hereby expressly waives, any and all defenses and other rights to which Guarantor may otherwise have been entitled under any applicable suretyship laws. (c) No exculpatory language contained in any of the other Transaction Documents shall in any event that or under any circumstances modify, qualify or affect the Issuer does not make payments obligations and liabilities of Guarantor hereunder, except to the Trustee extent expressly set forth herein. This Guaranty may not be revoked by Guarantor and shall continue to be effective with respect to the Guaranteed Obligations arising or created after any attempted revocation by Guarantor. It is the intent of Guarantor and Seller that, subject to the terms of this Guaranty, including Section 2, (i) the obligations and liabilities of Guarantor hereunder are absolute and unconditional under any and all or circumstances and (ii) so long as any portion of the Guaranteed Obligations, upon receipt of notice of such non-payment from the TrusteeObligations shall be outstanding, the obligations and liabilities of Guarantor will make immediate payment hereunder shall not be discharged or released in whole or in part, by any act or occurrence (including the fact that at any time or from time to time the Guaranteed Obligations may be increased or reduced) that might, but for the provisions of this Guaranty, be deemed a legal or equitable discharge or release of Guarantor. (d) Except as provided in Section 2(b) or to the Trustee extent of any such amount set-off, offset, claim or portion defense expressly provided for in this Guaranty, the Guaranteed Obligations and the liabilities and obligations of Guarantor to Seller hereunder shall not be reduced, discharged or released because or by reason of any existing or future set-off, offset, claim or defense of any kind or nature that any of Obligor, Guarantor or any other Person has or may hereafter have against Seller or against payment of the Guaranteed Obligations owing or payable under the Indenture and the Notes. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid on the date that such amounts were required to be paid under the terms of the Indenture and the NotesObligations. (ce) The obligation obligations of the Guarantor under this Guaranty shall be absolute and unconditional upon receipt by it are independent of the notice contemplated herein absent manifest error. The Guaranteed Obligations, and a separate Action or Actions may be brought and prosecuted against Guarantor shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in respect of the Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes of enforce this Guaranty, to have been received by the Trustee on the next succeeding Business Dayirrespective of whether any Action is brought against Obligor or whether Obligor is joined in any such Action or Actions.

Guaranty. For and in consideration of the sum of Ten Dollars and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, ▇▇▇▇ ▇. ▇▇▇▇ (a"Guarantor") The Guarantor hereby unconditionally and irrevocably guarantees to Wespac Holdings, L.C., a Utah limited liability company ("Wespac"), the full due and punctual payment when duepayment, performance and observance by United Support Association, Inc., a Nevada corporation ("United") of each and every obligation, covenant and condition to be performed and observed by United, to the same extent as if Guarantor had directly entered into those transactions with Wespac, under that certain Limited Liability Company Interest Purchase Agreement and Promissory Note dated of even date herewith, between Wespac and United, as the same may hereafter be extended or amended (collectively, the "Obligations"), together with all costs and expenses (including reasonable attorneys' fees) incurred by Wespac in enforcing its rights hereunder. This Guaranty is a guaranty guarantee of payment and performance and not of collection. Guarantor waives notice of any extension, whether at the Stated Maturitymodification, indulgence, amendment, or earlier variation of the terms of any such obligation or later agreement of United with Wespac, and the liability of Guarantor hereunder shall not be affected by acceleration the insolvency, bankruptcy, or receivership of United. Notice of any default of United shall, however, be promptly provided to Guarantor but the failure to give such notice shall not affect Wespac's rights hereunder. Guarantor shall not exercise any rights that it may acquire by way of subrogation, by any payment made under this Guaranty or otherwise, of until all obligations of the Issuer now or hereafter existing under the Indenture and the Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and Obligations have been paid in full. If any amount is paid to the Guarantor agrees to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder in enforcing any on account of subrogation rights under this Guaranty with respect to such Guaranteed Obligations. Without limiting at any time when all the generality of the foregoingObligations have not been paid in full, the Guarantor’s liability amount shall extend be held in trust for the benefit of Wespac and shall be promptly paid to all amounts that constitute part of the Guaranteed Obligations Wespac to be credited and would be owed by the Issuer applied to the Trustee or any Noteholder under Obligations when due. If the Indenture and the Notes but for the fact that they are unenforceable or not allowable due Guarantor makes payment to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuer. (b) In the event that the Issuer does not make payments to the Trustee Wespac of all or any portion part of the Guaranteed Obligations and all the Obligations are paid in full, and so long as no other sums are owing hereunder or in connection with the Obligations, upon receipt Wespac shall, at the request of notice Guarantor, execute and deliver to Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to the Guarantor of such non-payment an interest in the Obligations resulting from the Trusteepayment. This Guaranty shall continue to be effective or be reinstated, as the Guarantor will make immediate case may be, if at any time any payment to the Trustee of any Obligation is rescinded or must otherwise be returned by Wespac upon the insolvency, bankruptcy or reorganization of United or otherwise, all as though such amount payment had not been made. Absent the prior written consent of Guarantor, Wespac shall not assign or portion transfer in whole or in part, any of the Guaranteed Obligations owing or payable under the Indenture its rights herein. The construction and the Notes. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid on the date that such amounts were required to be paid under the terms enforcement of the Indenture and the Notes. (c) The obligation of the Guarantor under this Guaranty shall be absolute and unconditional upon receipt governed by it the internal laws of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved State of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in respect of the Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business DayUtah.

Guaranty. (a) The Guarantor For good and valuable consideration, the receipt and sufficiency of which are hereby unconditionally and irrevocably guarantees the full and punctual payment when due, as a guaranty of payment and not of collection, whether at the Stated Maturity, or earlier or later by acceleration or otherwise, of all obligations of the Issuer now or hereafter existing under the Indenture and the Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”)acknowledged, and in consideration for, and as an inducement to Landlord to make the Guarantor agrees to pay any attached Lease with Tenant dated September _3__, 2003 by and all expenses (including reasonable between Tomorrow 33 Convention, LP and documented counsel fees and expenses) incurred by the Trustee or any Noteholder in enforcing any rights under this Guaranty with respect to such Guaranteed Obligations. Without limiting the generality of the foregoingTelco Billing, Inc, the Guarantor’s liability shall extend undersigned does hereby guarantee to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Issuer to the Trustee Landlord, without condition or any Noteholder under the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuer. (b) In the event that the Issuer does not make payments to the Trustee of all or any portion of the Guaranteed Obligations, upon receipt of notice of such non-payment from the Trusteelimitations except as hereinafter provided, the Guarantor will make immediate payment to the Trustee of any such amount or portion of the Guaranteed Obligations owing or payable under the Indenture Rent and the Notes. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid on the date that such amounts were required to be paid under the terms of the Indenture and the Notes. (c) The obligation of the Guarantor under this Guaranty shall be absolute and unconditional upon receipt by it of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required Additional Rent to be paid by the Guarantor Tenant and the full performance and observance of all the terms, covenants and conditions therein provided to be performed, observed or complied with by Tenant, including the Rules and Regulations as therein provided, without requiring any notice of non-payment, non-performance or non-observance, or proof, or notice, or demand, whereby to charge the undersigned therefor, all of which the undersigned hereby expressly waives and expressly agrees that the validity of this guaranty and the obligations of the guarantor hereunder (shall in no way be terminated, affected or impaired by reason of the assertion by Landlord against Tenant of any of the rights or remedies reserved to Landlord pursuant to the provisions of the attached Lease. Landlord may grant extensions of time and other indulgences and may modify, amend or waive any Event of Default the terms, covenants or conditions of the attached lease, and discharge or release any party or parties thereto, all without notice to the undersigned and without in any way impairing, releasing or affecting the liability or obligation of the undersigned. Each of the undersigned agrees that Landlord may proceed directly against the undersigned without taking any action under the Indenture has been curedattached Lease and without exhausting Landlord remedies against Tenant; and no discharge of Tenant in bankruptcy or in any other insolvency proceedings shall in any way or to any extent discharge or release the undersigned from any liability or obligation hereunder. The undersigned further covenants and agrees that this guaranty shall remain and continue in full force and effect as to any renewal, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor modification or extension of the entire principalattached Lease, all accrued interest and all other amounts due that no subletting and owing in respect no assignment of the Notes within Lease, with or without Landlord's consent thereto, shall release or discharge the undersigned. As a further inducement to Landlord to make the within Lease and in consideration therefor, the Indentureundersigned agrees that in any action or proceeding brought by either Landlord or the undersigned against the other on any matter whatsoever arising out of, under, or by virtue of any of the terms, covenants or conditions of the attached Lease or of this guaranty, the undersigned shall pay, in addition to any damages which a court of competent jurisdiction may award, such amount or amounts as the court may determine to be reasonable attorneys' fees incurred by Landlord or its successors or assigns in the enforcement of this guaranty. All amounts payable by the Guarantor hereunder rights under this guaranty shall be payable in U.S. dollars and in immediately available funds inure to the Trusteebenefit of any successors or assigns of Landlord. All payments actually received by the Trustee pursuant This Guaranty relates to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemedthat certain Lease, for purposes of this Guarantydated _Sept 3__, to have been received by the Trustee on the next succeeding Business Day2003, covering Premises located at 101 Convention Center, Suite 1001/1002, Las Vegas, Nevada 89109.

Guaranty. (a) The Guarantor hereby unconditionally and irrevocably guarantees each and every obligation and Liability of the Transferors hereunder, including the Transferors’ indemnity obligations hereunder, and the full and punctual payment when due, as timely performance of the Transferors’ obligations under this Agreement. This is a guaranty guarantee of payment and performance, and not merely of collection, whether at the Stated Maturity, or earlier or later by acceleration or otherwise, of all obligations of the Issuer now or hereafter existing under the Indenture and the Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and the Guarantor acknowledges and agrees that this guarantee is full and unconditional, and no release or extinguishment of the Transferors’ obligations or Liabilities under this Agreement, whether by decree in any bankruptcy proceeding or otherwise, shall affect the continuing validity and enforceability of this guarantee. The Guarantor hereby waives, for the benefit of American, (a) any right to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred require American, as a condition of payment or performance by the Trustee Guarantor, to proceed against the Transferors or pursue any Noteholder other remedies whatsoever and (b) to the fullest extent permitted by Law, any defenses or benefits that may be derived from or afforded by Law that limit the Liability of or exonerate guarantors or sureties. The Guarantor understands that American is relying on this guarantee in enforcing any rights under entering into this Guaranty with respect Agreement. The Guarantor has full corporate power and authority to such Guaranteed Obligationsenter into this Agreement and to perform its obligations hereunder. Without limiting The execution and delivery by the generality Guarantor of this Agreement has been duly authorized by all necessary corporate action and no other proceedings are necessary to authorize the foregoingexecution and delivery of this Agreement. This Agreement, when executed and delivered by the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations , will be duly and would be owed validly executed and delivered by the Issuer Guarantor and will constitute a legal, valid and binding agreement, enforceable against the Guarantor in accordance with its terms, except that such enforcement may be subject to the Trustee or any Noteholder under the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a (i) bankruptcy, insolvency, reorganization reorganization, moratorium or other similar proceeding involving Laws affecting or relating to enforcement of creditors’ rights generally and (ii) general equitable principles. The foregoing guarantee shall expire upon the Issuer. (b) In second anniversary of the event that Closing Date; provided, however, the Issuer does foregoing guarantee shall not make payments expire with respect to Claims for which any Inland Party or the Guarantor has received a Claim Notice on or prior to the Trustee of all or any portion second anniversary of the Guaranteed Obligations, upon receipt of notice of Closing Date by American against any Inland Party or the Guarantor to enforce obligations hereunder until any such Claims are resolved by binding settlement among the parties thereto or final non-payment from the Trustee, the Guarantor will make immediate payment to the Trustee appealable order by a court of any such amount or portion of the Guaranteed Obligations owing or payable under the Indenture and the Notes. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid on the date that such amounts were required to be paid under the terms of the Indenture and the Notescompetent jurisdiction. (c) The obligation of the Guarantor under this Guaranty shall be absolute and unconditional upon receipt by it of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in respect of the Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business Day.

Guaranty. (a) The Guarantor Parent, as primary obligor and not merely as surety, hereby irrevocably, absolutely and unconditionally and irrevocably guarantees the full and punctual payment when due, as a guaranty of punctual and complete performance and payment (and not of merely collection, whether at the Stated Maturity, or earlier or later by acceleration or otherwise, ) in full of all obligations and Liabilities of Boxlight and its Affiliates incurred under, arising out of or in connection with this Agreement, the Confidentiality Agreement and each of the Issuer now Transaction Documents (to the extent Parent is not already directly obligated hereunder or hereafter existing under thereunder), as and when due and payable or required to be performed pursuant to any provisions of this Agreement, the Indenture and Confidentiality Agreement or the NotesTransaction Documents, whether for principalas from time to time amended, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses modified or otherwise supplemented in accordance with their terms (such obligations being the “Guaranteed Obligations”). Parent acknowledges and agrees that each Seller shall be entitled to enforce directly against Parent any of the Guaranteed Obligations. To the fullest extent permitted by applicable Law, Parent waives presentment to, demand of payment from and protest to any other Person of any of the Guaranteed Obligations, and also waives promptness, diligence, notice of acceptance of this guarantee and of the Guarantor Guaranteed Obligations and notice of protest for nonpayment. The Guaranteed Obligations shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations, or otherwise, and shall be joint and several obligations of Parent and Boxlight. Neither Seller shall be obligated to file any claim related to the Guaranteed Obligations in the event Boxlight becomes subject to a bankruptcy, reorganization or similar proceeding and the failure of either Seller to so file shall not affect Parent’s obligations hereunder. In the event that any payment to either Seller hereunder is rescinded or must otherwise be returned for any reason whatsoever, Parent shall remain liable hereunder as if such payment had not been made. (b) Parent further agrees that the Guaranteed Obligations hereunder shall not be discharged except by complete performance or payment of the amounts payable under this Agreement, the Confidentiality Agreements and the Transaction Documents, as applicable, and that the obligations of Parent hereunder shall not be released or discharged, in whole or in part, or otherwise affected by (i) the failure of either Seller to pay assert any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee claim or demand or enforce any right or remedy against Boxlight or any Noteholder other Person; (ii) insolvency, bankruptcy, reorganization or similar proceeding affecting Boxlight or any related party, or the dissolution, liquidation, merger, or winding up of any such entity; (iii) waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of this Agreement, the Confidentiality Agreement or any of the Transaction Documents, as applicable, made in enforcing accordance with the terms thereof or any rights under this Guaranty agreement evidencing, securing or otherwise executed in connection with respect to such any of the Guaranteed Obligations; (iv) any change in corporate existence, structure or ownership of Parent, Boxlight, or any other Person interested in the transactions contemplated by this Agreement or any of the Transaction Documents, as applicable; (v) the existence of any claim, setoff or other right that Parent may have against either Seller or any other entity; or (vi) the adequacy of any other means either Seller may have of obtaining payment related to the Guaranteed Obligations. Parent acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by this Agreement, the Confidentiality Agreement and the Transaction Documents. (c) This guarantee shall be binding upon the successors and assigns of Parent and shall inure to the benefit of each Seller and its respective successors and assigns. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Issuer to the Trustee or any Noteholder under the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuer. (b) In in the event that Parent or any of its successors or assigns (i) consolidates with or merges into any other Person and is not the Issuer does not make payments to the Trustee continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys in one transaction or a series of transactions all or substantially all of its properties and other assets to any portion of the Guaranteed ObligationsPerson, upon receipt of notice of then, and in each such non-payment from the Trusteecase, the Guarantor will make immediate payment Parent shall cause proper provision to the Trustee of any such amount or portion of the Guaranteed Obligations owing or payable under the Indenture and the Notes. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid on the date be made so that such amounts were required to be paid under successor or assign shall expressly assume the terms of the Indenture and the Notes. (c) The obligation of the Guarantor under this Guaranty shall be absolute and unconditional upon receipt by it of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing set forth in respect of the Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business Day10.16.