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. (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. 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 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 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. (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 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 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. 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 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 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 Each Lender hereby unconditionally further authorizes the 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 Obligationsthe Guaranty and the Loan Documents. Without limiting the generality of the foregoingSubject to Section 9.02, without further written consent or authorization from any Lender, the Guarantor’s liability shall extend Administrative Agent may execute any documents or instruments necessary to all amounts that constitute part of release any Guarantor from the Guaranteed Obligations and would Guaranty pursuant to Section 9.17 or with respect to which Required Lenders (or such other Lenders as may be owed by the Issuer required to the Trustee or any Noteholder give such consent 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 IssuerSection 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 contrary notwithstanding, the Borrower, the Administrative Agent and each Lender hereby agree that no Lender shall have any right individually to enforce the Guaranty, it being understood and agreed that all or powers, rights and remedies hereunder and under any portion of the Guaranteed ObligationsLoan Documents may be exercised solely by the Administrative Agent, upon receipt of notice of such non-payment from for the Trustee, the Guarantor will make immediate payment to the Trustee of any such amount or portion benefit 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 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 obligations under or in respect of Specified Swap Agreements or Specified Cash Management Agreements) have been paid in full and all Commitments have terminated or expired and no Letter of Credit shall be outstanding or subject to any pending draw, upon request of the Guarantor under this Guaranty Borrower, the 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, the 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. 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 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 Borrower and each other Credit Party 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 the Borrower or any other Credit Party 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 Borrower or any other Credit Party 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, Borrower or earlier any of the other Credit Parties or later by acceleration any other Person before 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, any of the Credit Parties 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 Borrower, any of the Issuer to the Trustee Credit Parties 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 Borrower, any of all the Credit Parties, or any portion other Person, including without limitation any modification of the Guaranteed Obligations, upon receipt of notice of such non-payment from Borrower’s 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 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 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 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 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 Borrower or the Trustee on the next succeeding Business DayParent Guarantor.

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 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. (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 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 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 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 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 Guarantor hereby unconditionally guaranties, 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 is used herein in its most comprehensive sense and includes any and all obligations of the Issuer now or hereafter existing under the Indenture and the NotesCompany in respect of notes, whether for principaladvances, borrowings, loans, debts, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”including, without limitation, legal fees), indemnities and liabilities of whatsoever nature, now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, whether due or not due, and however arising under or in connection with the Purchase Agreement, the Notes and the other Note Documents. Guarantor agrees to pay acknowledges that the Guarantied Obligations have been and are being incurred for, and will inure to, its benefit. Any interest on 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 portion of the foregoingGuarantied Obligations that accrues after the commencement of any proceeding, voluntary or involuntary, involving 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 receivership, reorganization, liquidation or similar arrangement of Company (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 Guarantor and Guarantied Party that the Guarantied Obligations should be determined without regard to any rule of law or order that may relieve Company 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 Obligations, upon receipt of notice of such non-payment from the TrusteeGuarantied Obligations is paid by Company, the Guarantor will make immediate payment to the Trustee obligations 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 continue and remain in full force and effect or be payable reinstated, as the case may be, in U.S. dollars the event that all or any part of such payment(s) is rescinded or recovered directly or indirectly from Guarantied Party or any other Beneficiary as a preference, fraudulent transfer or otherwise, and in immediately available funds any such payments that are so rescinded or recovered shall constitute Guarantied Obligations. Subject to the Trustee. All payments actually received by the Trustee pursuant to other provisions of this Section 2 after 12:00 p.m. (New York time) on 1, upon the failure of Company to pay any Business Day of the Guarantied Obligations when and as the same shall become due, Guarantor will upon demand pay, or cause to be deemedpaid, for purposes of this Guarantyin cash, to have been received by Guarantied Party for the Trustee on ratable benefit of Beneficiaries, an amount equal to the next succeeding Business Dayaggregate of the unpaid Guarantied Obligations.

Guaranty. (a) The In order to induce the Lenders to extend credit to the Company and the Designated Borrowers, the Cash Management Banks to enter into Guaranteed Cash Management Agreements and the Hedge Banks to enter into Guaranteed Hedge Agreements, the Guarantor hereby absolutely and unconditionally and irrevocably guarantees the full and punctual payment when dueguarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at the Stated Maturitystated maturity, or earlier or later by acceleration required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all obligations existing and future Obligations of any Designated Borrower to the Issuer Beneficiaries, in each case, now or hereafter existing made, incurred or created, whether absolute or contingent, liquidated or unliquidated, whether due or not due, and however arising under or in connection with the Credit Agreement, the other Loan Documents (including those arising under successive borrowing transactions under the Indenture Credit Agreement and the Notesall renewals, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, extensions and modifications thereof and all costs, attorneys’ fees and expenses incurred by the Beneficiaries in connection with the collection or otherwise enforcement thereof payable in accordance with, and to the extent provided in, Section 10.04 of the Credit Agreement) and any Guaranteed Cash Management Agreement or Guaranteed Hedge Agreement and whether recovery upon such Indebtedness and liabilities may be or hereafter becomes unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or any Designated Borrower under any Debtor Relief Law (such obligations being collectively, the “Guaranteed Guarantied Obligations”). In furtherance of the foregoing and without limiting the generality thereof, and the Guarantor agrees to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by that the Trustee or any Noteholder in enforcing any rights under this Guaranty with respect to such Guaranteed Obligations. Without limiting the generality Guarantor’s payment of a portion, but not all, of the foregoingGuarantied Obligations shall in no way limit, affect, modify or abridge 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 Guarantied Obligations that has not been paid. The books and records of each Beneficiary showing the amount of the Guarantied Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guarantied Obligations absent manifest error. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guarantied Obligations or any instrument or agreement evidencing any Guarantied Obligations, upon receipt of notice of such or by the existence, validity, enforceability, perfection, non-payment from the Trusteeperfection or extent of any collateral therefor, the Guarantor will make immediate payment or by any fact or circumstance relating to the Trustee of any such amount or portion of Guarantied Obligations which might otherwise constitute a defense to 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 obligations of the Guarantor under this Guaranty Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Notwithstanding the foregoing, the liability of the Guarantor with respect to the Guarantied Obligations shall be absolute and unconditional upon receipt by it of limited to an aggregate amount equal to the notice contemplated herein absent manifest error. The Guarantor shall largest amount that would not be relieved of render its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required subject to be paid by the Guarantor hereunder (and any Event of Default avoidance 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 Section 548 of the entire principal, all accrued interest and all other amounts due and owing in respect United States Bankruptcy Code or any comparable provisions 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 state 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 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. 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. 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. (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 For valuable consideration, the receipt of which is hereby acknowledged, and to induce the Lenders to make advances to the Borrower, the Parent Guarantor hereby absolutely and 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 upon acceleration or otherwise, and at all times thereafter, of any and all obligations existing and future Obligations of the Issuer now Borrower to the Administrative Agent, the Lenders, or hereafter existing any of them, under or with respect to the Indenture and the NotesLoan Documents, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise otherwise, and all Hedging Obligations of the Borrower owing to any Lender or any Affiliate of any Lender under any Designated Hedging Agreement (such obligations being collectively, the “Guaranteed Obligations”), and the Guarantor agrees to pay ; provided that Guaranteed Obligations of a Loan Party shall exclude 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 Excluded Swap Obligations with respect to such Guaranteed Obligations. Loan Party. (b) Without limiting the generality of the foregoing, the Parent Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Loan Party to any Lender under or in respect of the Issuer to the Trustee or any Noteholder under the Indenture and the Notes Loan 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 such other Loan Party. The Parent Guarantor, and by its acceptance of this Guaranty, the Issuer. (b) In Administrative Agent and each other Lender Party, hereby confirms that it is the event intention of all such Persons that this Guaranty and the Obligations of the Parent Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of 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 Obligations of the Parent Guarantor hereunder. To effectuate the foregoing intention, the Administrative Agent, the Lenders and the Parent Guarantor hereby irrevocably agree that the Issuer does not make payments to the Trustee of all or any portion Obligations 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 Parent 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 Obligations of the notice contemplated herein absent manifest errorParent Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. The Parent Guarantor hereby unconditionally and irrevocably agrees that in the event any payment shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be made to any Lender under this Guaranty or any other guaranty, the Parent Guarantor will contribute, to the maximum extent permitted by law, such amounts to each other Guarantor so as to maximize the aggregate amount paid by to the Guarantor hereunder (and any Event of Default Lenders 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 or 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 DayLoan Documents.

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. (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 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. 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. (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 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. (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 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 For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in consideration for, and as an inducement to Landlord to make the foregoing lease with Tenant, the undersigned absolutely and unconditionally guarantees, to Landlord and irrevocably guarantees its successors, the full and punctual payment when due, as a guaranty of payment and not performance and observation of collectionall of the terms, whether at the Stated Maturitycovenants, conditions, provisions and agreements therein provided to be performed or observed by Tenant, without requiring any notice of nonpayment, non-performance or non-observance, or earlier proof, or later by acceleration notice, or otherwisedemand, all of all which the undersigned expressly waives. The undersigned expressly agrees that the validity of this guaranty and the obligations of the Issuer now undersigned as guarantor hereunder will in no way be terminated, affected or hereafter existing 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 lease. Landlord may grant extensions of time and other indulgences and may modify, amend and waive any of the terms, covenants, conditions, provisions or agreements of the lease, and discharge or release any party or parties to the lease, all without notice to the undersigned and without in any way impairing, releasing or affecting the liability or obligation of the undersigned. The undersigned agrees that Landlord may proceed directly against the undersigned without taking any action under the Indenture lease and without exhausting Landlord's remedies against Tenant; and no discharge of Tenant in bankruptcy or in any other insolvency proceedings will in any way or to any extent discharge or release the undersigned from any liability or obligation under this guaranty. The undersigned further covenants and agrees that this guaranty will remain and continue in full force and effect as to any renewal, modification or extension of the lease, and that no subletting and no assignment of the lease, with or without Landlord's consent, will release or discharge the undersigned. As a further inducement to Landlord to make the lease and in consideration of the lease, Landlord and the Notesundersigned covenant and agree that in any action or proceeding brought by either Landlord or the undersigned against the other on any matter whatsoever arising out of, whether for principalunder, interestor by virtue of any of the terms, make-whole premiumcovenants, Additional Amountsconditions, feesprovisions or agreements of the lease or of this guaranty, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), Landlord and the Guarantor undersigned will and do hereby waive trial by jury. The undersigned agrees to pay pay, in addition to any and all expenses (including damages which a court of competent jurisdiction may award, such amount or amounts as the court may determine to be reasonable and documented counsel attorneys' fees and expenses) costs incurred by Landlord or its successors or assigns in the Trustee enforcement of this guaranty. In the event Landlord or the undersigned institute any Noteholder action or proceeding against the other relating to this guaranty, the unsuccessful party in enforcing any such action or proceeding shall reimburse the successful party for reasonable attorneys' fees and other costs and expenses incurred therein by the successful party. All 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 guaranty will inure 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 benefit of any such amount successors or portion assigns 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 NotesLandlord. (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 Guarantors jointly and severally irrevocably and unconditionally guaranty, as primary obligors and irrevocably guarantees not merely as sureties, 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” is used herein in its most comprehensive sense and includes any and all obligations of the Parent Issuer now or hereafter existing under the Indenture and the Notesin respect of notes, whether for principaladvances, borrowings, loans, debts, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”including, without limitation, legal fees), indemnities and liabilities of whatsoever nature, now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, whether due or not due, and however arising under or in connection with the Exchange Agreement, the Notes, this Guaranty and the other Note Documents. Each 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 acknowledges that a portion of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part proceeds of the Guaranteed Notes may be advanced to it and that the Guarantied Obligations are being incurred for and would be owed by will inure to its benefit. Any interest on any portion of the Issuer to Guarantied Obligations that accrues after the Trustee commencement of any proceeding, voluntary or any Noteholder under involuntary, involving 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 receivership, reorganization, liquidation or similar arrangement of Parent Issuer (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 each Guarantor and Guarantied Party that the Guarantied Obligations should be determined without regard to any rule of law or order that may relieve Parent Issuer 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 Obligations, upon receipt of notice of such non-payment from the TrusteeGuarantied Obligations is paid by Parent Issuer, the Guarantor will make immediate payment to the Trustee obligations 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 each Guarantor hereunder shall continue and remain in full force and effect or be payable reinstated, as the case may be, in U.S. dollars the event that all or any part of such payment(s) is rescinded or recovered directly or indirectly from Guarantied Party or any other Beneficiary as a preference, fraudulent transfer or otherwise, and in immediately available funds any such payments that are so rescinded or recovered shall constitute Guarantied Obligations. Subject to the Trustee. All payments actually received by the Trustee pursuant to other provisions of this Section 2 after 12:00 p.m. (New York time) on 1, upon the failure of Parent Issuer to pay any Business Day of the Guarantied Obligations when and as the same shall become due, each Guarantor will upon demand pay, or cause to be deemedpaid, for purposes of this Guarantyin cash, to have been received by Guarantied Party for the Trustee on ratable benefit of Beneficiaries, an amount equal to the next succeeding Business Dayaggregate of the unpaid Guarantied Obligations.

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. (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 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 Maturitystated maturity, or earlier or later by acceleration or otherwise, of all obligations of the Issuer each other Loan Party now or hereafter existing under or in respect of the Indenture Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligations), whether direct or indirect, absolute or contingent, and the Notes, whether for principal, interest, make-whole premium, Additional Amountspremiums, fees, indemnities, contract causes of action, 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 Agent or any Noteholder the Lenders in enforcing any rights under this Guaranty with respect to such Guaranteed ObligationsGuaranty. Without limiting the generality of the foregoing, the each Guarantor’s 's liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Issuer any Loan Party 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 the Issuersuch Loan Party. (b) In Each Guarantor, and by its acceptance of this Guaranty, the event Agent and each Lender, hereby confirms that it is the 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 Bankruptcy Law (as hereinafter defined), 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 Agent, the Lenders and the Guarantors hereby irrevocably agree that the Issuer does not make payments to the Trustee obligations 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 each 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 obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. For purposes hereof, "Bankruptcy Law" means any proceeding of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved of its obligations hereunder unless type referred to in Section 6.1(f) 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 g) of the entire principalCredit Agreement or Title 11, all accrued interest and all other amounts due and owing in respect U.S. Code, or any similar foreign, federal or state law for the relief 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 Daydebtors.

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. 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 Guarantors jointly and severally irrevocably and unconditionally guaranty, as primary obligors and irrevocably guarantees not merely as sureties, 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” is used herein in its most comprehensive sense and includes any and all obligations of the Issuer now or hereafter existing under the Indenture and the Notesin respect of notes, whether for principaladvances, borrowings, loans, debts, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”including, without limitation, legal fees), indemnities and liabilities of whatsoever nature, now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, whether due or not due, and however arising under or in connection with the Exchange Agreement, the Notes, this Guaranty and the other Note Documents. Each 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 acknowledges that a portion of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part proceeds of the Guaranteed Notes may be advanced to it and that the Guarantied Obligations are being incurred for and would be owed by will inure to its benefit. Any interest on any portion of the Issuer to Guarantied Obligations that accrues after the Trustee commencement of any proceeding, voluntary or any Noteholder under involuntary, involving 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 receivership, reorganization, liquidation or similar arrangement of Issuer (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 each Guarantor and Guarantied Party that the Guarantied Obligations should be determined without regard to any rule of law or order that may relieve Issuer 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 Obligations, upon receipt of notice of such non-payment from the TrusteeGuarantied Obligations is paid by Issuer, the Guarantor will make immediate payment to the Trustee obligations 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 each Guarantor hereunder shall continue and remain in full force and effect or be payable reinstated, as the case may be, in U.S. dollars the event that all or any part of such payment(s) is rescinded or recovered directly or indirectly from Guarantied Party or any other Beneficiary as a preference, fraudulent transfer or otherwise, and in immediately available funds any such payments that are so rescinded or recovered shall constitute Guarantied Obligations. Subject to the Trustee. All payments actually received by the Trustee pursuant to other provisions of this Section 2 after 12:00 p.m. (New York time) on 1, upon the failure of Issuer to pay any Business Day of the Guarantied Obligations when and as the same shall become due, each Guarantor will upon demand pay, or cause to be deemedpaid, for purposes of this Guarantyin cash, to have been received by Guarantied Party for the Trustee on ratable benefit of Beneficiaries, an amount equal to the next succeeding Business Dayaggregate of the unpaid Guarantied Obligations.

Guaranty. (a) The Guarantor Until the Release Date, each Guarantor, jointly and severally, hereby absolutely, unconditionally and irrevocably guarantees guarantees, as primary obligor and not as surety, to the Secured Parties the full and punctual payment when due, as a guaranty of prompt payment and not performance of collection, all Note Obligations (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 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 Issuerexisting. (b) In the event that the Issuer does not make Any and all payments by any Guarantor hereunder shall be made free and clear of, and without withholding or deduction for, any and all Taxes and all liabilities with respect thereto, except to the Trustee extent required by Applicable Law. If any Guarantor shall be required by Applicable Law to withhold or deduct any Taxes from or in respect of any sum payable hereunder, (i) the sum payable shall be increased as may be necessary so that after making all such required withholdings or any portion of the Guaranteed Obligations, upon receipt of notice of such non-payment from the Trusteedeductions (including withholdings or deductions applicable to additional sums payable under this Section 11.01), the Guarantor will make immediate payment recipient receives an amount equal to the Trustee of any sum it would have received had no such withholdings or deductions been made, (ii) such Guarantor shall make such withholdings or deductions and (iii) Guarantors shall pay the full amount withheld or portion of deducted to the Guaranteed Obligations owing relevant taxation authority or payable under the Indenture other authority on a timely basis 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 Notesin accordance with all Applicable Laws. (c) The obligation If the obligations of the any Guarantor under this Guaranty shall Article XI would otherwise be absolute and unconditional upon receipt by it rendered to be subject to avoidance or subordination under Debtor Relief Laws or any comparable provisions of any Applicable Law on account of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved amount of its obligations hereunder unless liability under this Section 11.01 (including amounts owed under this Agreement and until the Trustee shall have indefeasibly received all amounts required other Financing Documents) then, notwithstanding any other provision to the contrary, the amount of such liability of such Guarantor shall, without any further action by such Guarantor, any Secured Party or any other Person, be paid by automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.06 (Contribution)) for which such Guarantor hereunder (and any Event of Default can be liable without rendering this guarantee subject to avoidance or subordination 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 provisions 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 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 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. Exhibit C – Form of Guaranty Agreement (a) The Each Guarantor hereby absolutely, 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 now or hereafter existing under the Indenture and the NotesSecured Obligations other than any thereof for which it is primarily liable (collectively, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”); provided, and however, that as used herein “Guaranteed Obligations” shall not include 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 Excluded Swap Obligations. 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 any other Credit Party to the Trustee Administrative Agent, the Issuing Lender or any Noteholder Lender under the Indenture Credit Documents and the Notes by any other Credit Party to a Swap Counterparty, Banking Services Provider, or any other Secured Party but for the fact that they are unenforceable or not allowable due to insolvency or the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving any other Credit Party. Notwithstanding the Issuerforegoing, the Guaranteed Obligations of any Guarantor shall not include the Excluded Swap Obligations of such Guarantor. (b) In order to provide for just and equitable contribution among the Guarantors, the Guarantors agree that in the event that a payment shall be made on any date under this Guaranty by any Guarantor (the Issuer does not make payments “Funding Guarantor”), each other Guarantor (each a “Contributing Guarantor”) shall indemnify the Funding Guarantor in an amount equal to the Trustee amount of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth of the Contributing Guarantor as of such date and the denominator of which shall be the aggregate net worth of all or any portion the Contributing Guarantors together with the net worth of the Guaranteed Obligations, upon receipt of notice Funding Guarantor as of such non-payment from the Trustee, the date. Any Contributing Guarantor will make immediate making any payment to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the Trustee rights of any such amount or portion Funding Guarantor to the extent 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 Anything contained in this Guaranty to the contrary notwithstanding, the obligations of the each Guarantor under this Guaranty on any date shall be absolute and unconditional upon receipt by it of limited to a maximum aggregate amount equal to the notice contemplated herein absent manifest error. The Guarantor shall not be relieved of largest amount that would not, on such date, render its obligations hereunder unless and until subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Trustee shall have indefeasibly received all amounts required Bankruptcy Code of the United States or any applicable provisions of comparable laws relating to bankruptcy, insolvency, or reorganization, or relief of debtors (collectively, the “Fraudulent Transfer Laws”), but only to the extent that any Fraudulent Transfer Law has been found in a final non-appealable judgment of a court of competent jurisdiction to be paid by the Guarantor hereunder (and any Event applicable to such obligations as of Default under the Indenture has been curedsuch date, 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.each case:

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 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. 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 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 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 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 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 Guarantors, jointly and severally, hereby unconditionally and irrevocably guarantees irrevocably, guaranty to the full and Secured Party, the punctual payment when duepayment, as a guaranty of payment and not of collectionwhen due and payable, whether at the Stated Maturity, or earlier or later by acceleration stated maturity or otherwise, of all obligations Obligations, including, without limitation, all interest, make- whole and other amounts that accrue after the commencement of any Insolvency Proceeding of the Issuer now Company or hereafter existing under the Indenture and the Notesany Guarantor, whether for principal, or not the payment of such interest, make-whole premiumand/or other amounts are enforceable or are allowable in such Insolvency Proceeding, Additional Amounts, and all fees, indemnitiesinterest, premiums, penalties, causes of actions, costs, expenses commissions, expense reimbursements, indemnifications and all other amounts due or otherwise to become due under the Note (such obligations all of the foregoing collectively being the “Guaranteed Obligations”), and the Guarantor agrees to pay any and all costs and expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder Secured Party in enforcing any rights under this Guaranty with respect to such Guaranteed Obligationsor the Note or the Security Agreement (collectively, the “Transaction Documents”). Without limiting the generality of the foregoing, the each Guarantor’s liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Issuer Company to the Trustee or any Noteholder Secured Party under the Indenture and the Notes Note 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 Issuerany Transaction Party. (b) In Each Guarantor, and by its acceptance of this Guaranty, the event Secured Party, hereby confirms that it is the Issuer does not make payments to the Trustee intention 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 Persons that this Guaranty and the Guaranteed Obligations owing of each Guarantor hereunder not constitute a fraudulent transfer or payable under conveyance for purposes of the Indenture Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable to this Guaranty and the NotesGuaranteed Obligations of each Guarantor hereunder. Such notice shall specify To effectuate the amount or amounts under foregoing intention, the Indenture Secured Party and the Notes Guarantors hereby irrevocably agree that were not paid on the date that such amounts were required to be paid under the terms Guaranteed Obligations of the Indenture and the Notes. (c) The obligation of the each Guarantor under this Guaranty at any time 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 limited to the Trustee. All payments actually received by maximum amount as will result in the Trustee pursuant to Guaranteed Obligations of such Guarantor under 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 DayGuaranty not constituting a fraudulent transfer or conveyance.

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. 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. For good and valuable consideration, the receipt and sufficiency of which are acknowledged, the undersigned (athe “Guarantors”) The Guarantor hereby jointly, severally and unconditionally guarantee, in accordance with the terms hereof and irrevocably guarantees without any prior written notice, the full and punctual payment and performance of all of the Liabilities (as defined herein) when due, as a guaranty of payment and not of collectiondue (the “Guaranty”), whether at the Stated Maturity, or earlier or later required by acceleration or otherwiseotherwise of XO COMMUNICATIONS, LLC, a Delaware limited liability company (the “Company”), to the Lender (as defined herein) pursuant to that certain US$50,000,000 Revolving Promissory Note issued by the Company in favor of the Lender as of October 8, 2010 (the “Note”). This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment as well as performance of all of the Liabilities whether now outstanding or arising in the future. Should the Company default in the payment or performance of any of the Liabilities, the 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 Guarantors hereunder with respect to such Guaranteed Obligations. Without limiting the generality of the foregoingLiabilities in default shall, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed upon demand by the Issuer to the Trustee Lender, become immediately due and payable, without further demand 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 any nature from the TrusteeLender, all of which are expressly waived by the Guarantor will make immediate payment Guarantors. Payments by the Guarantors hereunder may be required by the Lender on any number of occasions. Capitalized terms used herein but not defined shall have the same meanings ascribed to them in the Trustee Note. The Guarantors have agreed to execute and deliver each provision of any such amount or portion of this Guaranty jointly and severally in order to induce 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 Lender on the date that such amounts were required hereof to be paid under countersign the terms of the Indenture Note 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 thereby agree 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 advance funds to the TrusteeCompany from time to time pursuant thereto. All payments actually received Borrowings 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 Company under the Trustee Note confers a substantial direct benefit on the next succeeding Business DayGuarantors. The Guarantors hereby acknowledge and agree that the foregoing constitutes full and fair consideration and reasonably equivalent value for the obligations, covenants and agreements of the Guarantors hereunder.

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 setoff (except to the extent of collectionany set-offs to which Tenant is expressly entitled pursuant to the terms of the Leases), 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 termination of any Lease, specifically including damages relating to the acceleration or otherwise, of all obligations any rent due under any Lease in excess of the Issuer now or hereafter existing under Minimum Rent and Additional Rent payable during the Indenture and Guaranty Term in accordance with 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 terms 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) 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) 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 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 (Parental Guaranty document does not release Tenant from his/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 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 , 201 , 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 LIMITED TO GUARANTOR'S POTENTIAL FINANCIAL OBLIGATION UNDER THE ORIGINAL TERMS OF THE LEASE.

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 Maturitystated maturity, or earlier or later by acceleration or otherwise, of all obligations the Guaranteed Obligations (defined below). For purposes of this Guaranty, 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 term “Guaranteed Obligations”), and the Guarantor agrees to pay any and ” shall mean collectively (a) all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder in enforcing any rights obligations under this Guaranty with respect and (b) all Obligations (as such term is defined by the Credit Agreement) of MLP including, without limitation, the principal of and interest on all Revolving Credit Advances made to MLP, all reimbursement obligations for draws on Letters of Credit issued at the request of MLP, and all cash collateralization obligations for such Letters of Credit, all accrued but unpaid interest thereon under the Credit Documents for which MLP is at any time liable, all premiums, if any, for which MLP is at any time liable in connection therewith under the Credit Documents, all fees in connection therewith under the Credit Documents for which MLP is at any time liable, and all other reimbursement, indemnification, and other payment obligations of MLP in connection therewith under the Credit Documents; provided that Guaranteed ObligationsObligations shall not include any increases in the principal amount of the obligations under the Credit Documents or Commitments that result from any amendment, executed by the Majority Banks after the date hereof, of any Credit Document (other than increases in the principal amount of such obligations that are provided for as of the date of the execution of this Guaranty but not yet funded). Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that which 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 even if such Guaranteed Obligations are declared unenforceable or not allowable due to the existence of in a bankruptcy, insolvencyreorganization, reorganization or similar proceeding involving the Issuer. (b) In the event that the Issuer does not make payments to the Trustee MLP or any guarantor of all or any portion of the Guaranteed Obligations, upon receipt of notice of Obligations (collectively such non-payment from the Trustee, guarantors together with the Guarantor will make immediate and the Borrowers are referred to herein as the “Obligors”). This Guaranty is a guarantee of payment, and Guarantor is primarily liable for the payment to the Trustee of any such amount or portion of the Guaranteed Obligations owing or payable under Obligations. In the Indenture and event that Agent wishes to enforce the Notes. Such notice guarantee contained in this Section 1 hereof against Guarantor, it shall specify the amount or amounts under the Indenture and the Notes make written demand for payment from Guarantor, provided that were not paid on the date that no 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 demand shall be absolute required if Guarantor is in bankruptcy, liquidation, or other insolvency proceedings of if doing so would otherwise violate any stay, order or law, and unconditional upon receipt provided further that failure by it of the notice contemplated herein absent manifest error. The Guarantor Agent to make such demand 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 affect Guarantor’s obligations under this Guaranty. Guarantor shall make each payment to be made by it hereunder shall terminate promptly 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 Indenturedemand therefor. All amounts payable by the Guarantor hereunder Such payments shall be payable made in U.S. dollars and Dollars in immediately available same day funds to the Trustee. All payments actually received by Agent at its office at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other office as 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 DayAgent may designate in writing.

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 B 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 Subject to the following provisions of this Section 2, Guarantor hereby absolutely, unconditionally and irrevocably guarantees to Landlord the full full, complete and punctual timely payment when dueto Landlord of all Rent, as up to a maximum amount equal to the Guaranteed Funding Limit (collectively, "Guaranteed Rent"). Subject to the terms, provisions and limitations of this Guaranty, this Guaranty is an absolute, irrevocable and unconditional guaranty of payment payment. For purposes hereof, and notwithstanding anything to the contrary contained in the Leases, it is expressly understood and agreed that the Guaranteed Rent guaranteed hereunder shall not include any additional amounts, including, without limitation, any sums for damages arising from an Event of collection, whether at the Stated Maturity, Default or earlier or later by acceleration or otherwise, of all obligations termination of the Issuer now or hereafter existing Leases, specifically including damages computed on the basis of the acceleration of any Rent due under the Indenture Leases, it being understood 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 agreed that Guarantor's agreement to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by Guaranteed Rent hereunder shall not exceed the Trustee or any Noteholder amount of Rent payable during the Guaranty Term in enforcing any rights under this Guaranty accordance with respect to such Guaranteed Obligationsthe Leases. 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 The parties hereto agree 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.following: (b) A. In the event that Tenant shall fail to pay when due (taking into account any applicable cure period) any Rent (the Issuer does not make payments to "Rent Due") under the Trustee of all or any portion of the Guaranteed ObligationsLease (a "Default"), upon receipt of Landlords shall deliver written notice of such non-payment Default by Tenant to Guarantor and to PARC Guarantors (the "Rent Default Notice"). In the event that PARC Guarantors fail to pay to Landlords any portion or all of the Rent Due within ten (10) calendar days after the Rent Default Notice, the Landlords shall provide Guarantor with written notice of any Rent Due (the "PARC Guarantor Unfunded Rent Due") that PARC Guarantors have failed or refused to pay (the "PARC Guarantor Default Notice"). Guarantor shall pay to Landlords, the PARC Guarantor Unfunded Rent Due, within ten (10) calendar days following Guarantor's receipt of the PARC Guarantor Default Notice (the "Guarantee Payment Date"). B. Subject to the terms, provisions and limitations of this Guaranty, this Guaranty is a continuing Guaranty and shall remain in full force and effect until the termination or expiration of the Guaranty Term. C. Guarantor also agrees, as principal obligor and not as a guarantor only, to pay to Landlord, in immediately available funds, all interest on amounts recoverable under this Guaranty, from the Trusteedate of Guarantee Payment Date until payment, at 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 NotesOverdue Rate. (c) The obligation F. Any payment of the Guarantor under Rent made to Landlord in accordance with 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 deemed to be paid by the Guarantor hereunder (and cure any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following Lease with respect solely as to an Event of Default with respect to payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest Rent 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 only to the Trustee. All payments extent of Rent 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 Daypaid hereunder.

Guaranty. (a) 6.1 The Guarantor hereby unconditionally and irrevocably guarantees guaranties the full and punctual payment when due, as a guaranty of prompt payment and not of collection, whether at the Stated Maturity, or earlier or later by acceleration or otherwise, performance of all debts, liabilities and obligations of ColorTyme to Bank arising out of or in any way related to this Agreement (collectively, the Issuer now or hereafter existing under "Obligations"). The Guarantor represents and warrants to Bank that it will receive a substantial economic benefit from the Indenture financing provided by Bank pursuant to this Agreement. The Guarantor acknowledges that Bank would not provide such financing if it did not receive this Guaranty. The Guarantor hereby waives promptness, diligence, notice of acceptance 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 other notice with respect to such Guaranteed Obligations. Without limiting the generality Obligations of the foregoingthis Guaranty, the Guarantor’s liability shall extend to all amounts and any requirement that constitute part of the Guaranteed Obligations and would be owed by the Issuer to the Trustee Bank protect, secure, perfect or insure any security interest or lien or any Noteholder under the Indenture and the Notes but for the fact that they are unenforceable property subject thereto, or not allowable due to the existence of a bankruptcy, insolvency, reorganization exhaust any right or similar proceeding involving the Issuer. (b) In the event that the Issuer does not make payments to the Trustee of all take any action against ColorTyme 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 other person or entity or any such amount or portion of the Guaranteed Obligations owing or payable under the Indenture and the NotesCollateral. 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 liability of the Guarantor under this Guaranty shall be absolute absolute, unconditional, irrevocable and unconditional upon receipt by it continuing, irrespective of any change in the time, manner or place of payment of, or in any other term of, all or any of the notice contemplated herein absent manifest errorObligations, or any other amendment or waiver of or any consent to departure from the terms of the Obligations. The Guarantor shall not be relieved hereby consents to any and all extensions or other indulgences granted by Bank to any Franchisee or ColorTyme and consents to the release or substitution of its obligations hereunder unless any or all collateral securing the Obligations. The Guarantor hereby irrevocably waives any and until all rights it may now or hereafter have under any agreement or at law or in equity (including, without limitation, any law subrogating them to the Trustee shall have indefeasibly received all amounts required rights of Bank) to be paid assert any claim or seek contribution, indemnification or any other form of reimbursement from ColorTyme for any payment made by the Guarantor hereunder (and under or in connection with this Guaranty. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any Event time any payment 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 any of the entire principalObligations is rescinded or must otherwise be returned by Bank upon the insolvency, bankruptcy or reorganization of ColorTyme or otherwise, 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 as though such payment had not been received by the Trustee on the next succeeding Business Daymade.

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 Obligations under the Loan Agreement shall be deemed to have been applied in reduction of the Guaranteed Obligations owing or payable until such time as the Obligations under the Indenture and Loan Agreement has been paid in full, or Guarantor shall have made the Notes. Such notice full payment required hereunder, it being the intention hereof that the Guaranteed Obligations shall specify be the amount or amounts last portion of the Obligations under the Indenture and the Notes that were not paid on the date that such amounts were required Loan Agreement to be paid under the terms of the Indenture and the Notesdeemed satisfied. (ce) The obligation Nothwithstanding any provision of this Guarantee to the Guarantor under this Guaranty shall be absolute and unconditional upon receipt by it contrary, however, the obligations 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 cease if, during the term of the Loan 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 otherwise-effective period of this GuarantyGuarantee, to have been received by the Trustee on following shall occur: (i) the next succeeding Business Dayvolume weighted average price of the Common Shares of the Borrower for 90 consecutive trading days is at or above $4.50 per share (as adjusted for periods after the date of the Loan Agreement for any share splits, stock dividends, recapitalizations and other capital adjustments) and (ii) the volume of trading of such shares during each day during that period is at or above 3 percent of the then-outstanding number of shares of the Borrower in the float(without adjustment for any share splits, stock dividends, recapitalizations or other capital adjustments).

Guaranty. In order to induce Licensor to enter into this Agreement and grant the Licenses and rights granted to Licensee hereunder, Fresenius AG 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 AG 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 AG 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 AG 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 AG 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 AG 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 AG 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 Guarantors jointly and severally irrevocably and unconditionally guaranty, as primary obligors and irrevocably guarantees not merely as sureties, 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" is used herein in its most comprehensive sense and includes any and all obligations of the Issuer now or hereafter existing under the Indenture and the NotesCompany in respect of notes, whether for principaladvances, borrowings, loans, debts, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”including, without limitation, legal fees), indemnities and liabilities of whatsoever nature, now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, whether due or not due, and however arising under or in connection with the Purchase Agreement, the Notes, this Guaranty and the other Note Documents. Each 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 acknowledges that a portion of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part proceeds of the Guaranteed Notes may be advanced to it and that the Guarantied Obligations are being incurred for and would be owed by will inure to its benefit. Any interest on any portion of the Issuer to Guarantied Obligations that accrues after the Trustee commencement of any proceeding, voluntary or any Noteholder under involuntary, involving 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 receivership, reorganization, liquidation or similar arrangement of Company (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 each Guarantor and Guarantied Party that the Guarantied Obligations should be determined without regard to any rule of law or order that may relieve Company 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 Obligations, upon receipt of notice of such non-payment from the TrusteeGuarantied Obligations is paid by Company, the Guarantor will make immediate payment to the Trustee obligations 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 each Guarantor hereunder shall continue and remain in full force and effect or be payable reinstated, as the case may be, in U.S. dollars the event that all or any part of such payment(s) is rescinded or recovered directly or indirectly from Guarantied Party or any other Beneficiary as a preference, fraudulent transfer or otherwise, and in immediately available funds any such payments that are so rescinded or recovered shall constitute Guarantied Obligations. Subject to the Trustee. All payments actually received by the Trustee pursuant to other provisions of this Section 2 after 12:00 p.m. (New York time) on 1, upon the failure of Company to pay any Business Day of the Guarantied Obligations when and as the same shall become due, each Guarantor will upon demand pay, or cause to be deemedpaid, for purposes of this Guarantyin cash, to have been received by Guarantied Party for the Trustee on ratable benefit of Beneficiaries, an amount equal to the next succeeding Business Dayaggregate of the unpaid Guarantied Obligations.

Guaranty. (a) The Guarantor, jointly and severally, hereby absolutely and unconditionally guarantees to Licensor, subject to the terms of this Guaranty and to the limitations set forth herein, (i) the full, prompt and complete payment of the License Fee and all other sums due and payable by Licensee under the License Agreement and all costs incurred by Licensor in collecting such sums or in enforcing its rights hereunder, including but not limited to attorneys’ fees due Licensor under the License Agreement, and (ii) the full, prompt and complete performance by Licensee of all covenants, conditions and provisions in the License Agreement required to be performed by Licensee (collectively, the “Liabilities”). If Licensee fails to pay or perform any of the Liabilities, Guarantor hereby unconditionally shall pay or perform such Liabilities within fifteen (15) days after written notice of such failure from Licensor. Licensor agrees that if Licensee fails to satisfy any of its obligations under the License, Licensor may pursue Licensee and irrevocably guarantees Guarantor jointly and severally for any and all remedies available to it under the full License. Provided that Licensee is not in default under any provision of the License Agreement 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 Guarantor as set forth in this Guaranty have been fully performed, upon the Issuer now or hereafter existing under expiration of the Indenture and the NotesLicense Agreement Term, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such Licensor shall release Guarantor from his 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 Guaranty, such release 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 evidenced 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 Issuerwriting signed by Licensor. (b) In The duties and obligations of Guarantor hereunder shall not be affected by, and Guarantor hereby waives, any defense based on Licensee’s becoming insolvent or being adjudicated a bankrupt, or filing a petition for reorganization, liquidation, or for the event that adjustment of debts or for similar relief under any present or future provision of the Issuer does not make payments to Bankruptcy Code, or the Trustee issuance by a court of an order for relief in the case of a petition being filed by a creditor or creditors of Licensee, or the seeking by Licensee of a judicial readjustment of the rights of its creditors under any present or future federal or state law, or the appointment of a receiver or trustee of all or part of Licensee’s property and assets by 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 state 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 Notesfederal court. (c) The obligation If the Licensee exercises its early termination, without cause, rights pursuant to Section II(b) 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 curedLicense Agreement, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor as of the entire principalEarly Termination Date (as described in the License Agreement), all accrued interest and all other amounts due and owing unless the Licensee is in respect default as 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 DayEarly Termination Date.

Guaranty. (a) The In order to induce Landlord to enter into the Lease, Guarantor hereby unconditionally unconditionally, absolutely, and irrevocably guarantees the and promises to Landlord, full and punctual complete payment and performance by Tenant of all covenants, terms and conditions of the Lease, as the same may hereafter be modified, amended, extended or renewed, including, but not limited to, payment when duedue of rent and other sums due under the Lease and all damages to which Landlord is or may be entitled whether under Illinois law upon a termination of the Lease or otherwise, as indemnification payments and payment of any and all legal fees, court costs and litigation expenses incurred by Landlord in endeavoring to collect or enforce any of the foregoing against Tenant, Guarantor, or any other person liable thereon (whether or not suit be brought), or in connection with any property securing any or all of the foregoing or this Guaranty. All sums due under this Guaranty shall bear interest from the date due until the date paid at the maximum contract rate permitted by law. This is a continuing guaranty of payment and performance and not of collectioncollectibility, whether at which shall remain in full force and effect during the Stated Maturity, or earlier or later by acceleration or otherwise, of all obligations term of the Issuer now Lease, as renewed 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”)extended, 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 Obligationsthereafter until Tenant's obligations are fully satisfied. 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 If all or any portion of the Guaranteed Obligationsobligations guaranteed are paid or performed, 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 continue in full force and unconditional effect in the event that all or any part of such payment or performance is avoided by Tenant or recovered directly or indirectly by Landlord as a preference, fraudulent transfer or otherwise. Guarantor's liability is not conditioned or contingent upon receipt by it the genuineness, validity, regularity or enforceability of the notice contemplated herein absent manifest error. The Lease, and Guarantor shall not be relieved waives any and all benefits and defenses under Illinois law or otherwise, and agrees that by doing so Guarantor is liable even if Tenant had no liability at the time of its obligations hereunder unless and until execution of the Trustee shall have indefeasibly received all amounts required Lease or thereafter ceases to be paid by the liable. Guarantor hereunder (and waives 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 benefits and owing defenses under Illinois law or otherwise and agrees that by doing so its liability may be larger in respect amount and more burdensome than that 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 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 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 MaturityExpected Maturity Date (as the same may be extended as permitted in the Indenture), 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 '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); provided, it being understood however that the Guarantor’s 's payment obligations to the Trustee hereunder shall terminate following payment not be satisfied as a result of any transfer of funds (as provided under the Indenture) to the Payment Account from funds on deposit in the Reserve Account or amounts paid by the Issuer and/or Insurer under the Guarantor of Insurance Policy, to the entire principal, all accrued interest and all other extent that the Insurer is or may be subrogated to any right to receive such amounts due and owing or any such payment obligations in respect of connection with a claim for such amounts under the Notes and the IndentureInsurance Policy. 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. In order to induce Saraland Industrial, LLC, an Alabama limited liability company (a“Landlord”), to enter into that certain Lease Agreement dated ______________, 2019 (the “Lease”), between Landlord and TDG Operations LLC (“Tenant”), and in consideration of the benefits inuring to the undersigned (the “Guarantor”) The under said Lease, the receipt and sufficiency of which are represented by Guarantor to Landlord to be sufficient and adequate, Guarantor hereby unconditionally and irrevocably guarantees the performance of all of Tenant’s obligations under the Lease, including, without limitation, the payment of rental as provided therein. This Guaranty shall remain in full and punctual payment when due, as force throughout the original 20-year Lease term. This Guaranty is a guaranty of payment and performance, and not of collection. Guarantor hereby waives notice of acceptance of this Guaranty agreement and all other notices in connection herewith or in connection with the liabilities, whether at obligations and duties guaranteed hereby, including notices to it of default by Tenant under the Stated MaturityLease, and hereby waives diligence, presentment, protest and suit on the part of Landlord in the enforcement of any liability, obligation or duty guaranteed hereby. Guarantor further agrees that Landlord shall not be first or concurrently required to enforce against Tenant or any other person, any liability, obligation or duty guaranteed hereby before seeking enforcement thereof against Guarantor. The liability of Guarantor shall not be affected by any indulgence, compromise, settlement or variation of terms which may be extended to Tenant by Landlord, or earlier agreed upon by Landlord or later Tenant, and shall not be affected by acceleration any assignment or otherwiseLease by Tenant of its interest in the Lease, nor shall the liability of Guarantor be affected by the insolvency, bankruptcy (voluntary or involuntary) or reorganization of Tenant, nor by the voluntary or involuntary liquidation, sale or other disposition of all or substantially all of the assets of Tenant, or by the release of any other guarantor. Landlord and Tenant, without notice to or consent by Guarantor, may at any time or times enter into such modifications, extensions, amendments or other covenants respecting the Lease as they may deem appropriate and Guarantor shall not be released thereby, but shall continue to be fully liable for the performance of all obligations and duties of the Issuer now or hereafter existing Tenant under the Indenture Lease as so modified, extended or amended. Guarantor further agrees (1) to indemnify and the Noteshold harmless Landlord from and against any claims, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costsdamages, expenses or otherwise (such losses, including to the extent permitted by law, the reasonable fees of an attorney, resulting from or arising out of any breach of the Lease by Tenant or by reason of Tenant’s failure to perform any of its obligations being the “Guaranteed Obligations”)thereunder, and (2) to the Guarantor agrees extent permitted by law, to pay any costs or expenses, including the reasonable fees of an attorney, incurred by Landlord in enforcing this Guaranty. Guarantor acknowledges that Landlord may assign its rights under the Lease to an institutional investor as security for a loan to be made by such institutional investor to Landlord, and as long as any indebtedness of Landlord shall be outstanding and such assignment of the Lease shall exist, such institutional investor assignee shall be entitled to bring any suit, action or proceeding against the undersigned for the enforcement of any provision of this Guaranty and it shall not be necessary in any such suit, action or proceeding to make Landlord a party thereto. This Guaranty may not be modified or amended without the prior written consent of such assignee of Landlord’s interest in the Lease, and any attempted modification or amendment without such consent shall be void. This Guaranty shall be binding upon Guarantor and Guarantor’s heirs, legal representatives, successors and assigns and shall inure to the benefit of Landlord and its successors and assigns. This Guaranty shall be governed by and construed and enforced in accordance with the laws of the State where the Leased Premises are located. If there is more than one Guarantor, the liability of each Guarantor shall be joint and several. All existing and future advances by Guarantor to Tenant, and all expenses (including existing and future debts of Tenant to any Guarantor, shall be subordinated to all obligations owed to Landlord under the Lease and this Guaranty; provided that as long as Tenant is not in default under the Lease, Tenant may pay such amounts owed to Guarantor in accordance with the terms thereof and in the ordinary course of business. Guarantor assumes the responsibility to remain informed of the financial condition of Tenant and of all other circumstances bearing upon the risk of Tenant’s default, which reasonable inquiry would reveal, and documented counsel fees and expenses) incurred by the Trustee agrees that Landlord shall have no duty to advise Guarantor of information known to it regarding such condition or any Noteholder such circumstance. Landlord shall not be required to inquire into the powers of Tenant or the officers, employees, partners or agents acting or purporting to act on its behalf, and any indebtedness made or created in enforcing any rights reliance upon the professed exercise of such powers shall be guaranteed under this Guaranty with respect Guaranty. Each Guarantor hereby represents and warrants to Landlord that such Guaranteed Obligations. Without limiting the generality Guarantor has received a copy of the foregoingLease, has read or had the Guarantor’s liability shall extend opportunity to all amounts that constitute part of read the Guaranteed Obligations Lease 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 understands the terms of the Indenture Lease. The provisions in the Lease relating to the execution of additional documents, legal proceedings by Landlord against Tenant, severability of the provisions of the Lease, interpretation of the Lease, notices, waivers, the applicable laws which govern the interpretation of the Lease and the Notes. (c) The obligation authority of Tenant to execute the Guarantor under Lease are incorporated herein in their entirety by this Guaranty reference and made a part thereof. Any reference in those provisions to “Tenant” 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 (mean each Guarantor, 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 reference 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 those provisions 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 “Lease” shall mean this Guaranty, to have been received by the Trustee on the next succeeding Business Day.

Guaranty. Seller Guarantor hereby irrevocably and unconditionally guarantees (a) The Guarantor hereby unconditionally the full, complete, and irrevocably guarantees timely performance by Seller of all of the full Seller's obligations under the Purchase and punctual payment when dueSale Agreement, as a guaranty the Consent and Agreement, and the other documents executed and delivered by Seller in connection with the Closing of payment and not of collectionthe transactions contemplated thereunder (collectively, the "Closing Documents"), whether at for the Stated Maturitypayment of money, or earlier or later by acceleration the making of representations and warranties or otherwise, and (b) the payment 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 damages arising under the Closing Documents together with all reasonable out-of-pocket expenses (including reasonable and documented counsel attorneys' fees and expenses) incurred by the Trustee or any Noteholder Purchaser in enforcing this Guaranty. Seller Guarantor agrees that in the event that Seller fails to pay or perform any rights of its obligations to Purchaser under this Guaranty with respect the Closing Documents, as each may from time to time be amended (the "Guaranteed Obligations"), then Seller Guarantor will pay or perform such Guaranteed Obligations in the place and stead of Seller and to the full extent that Seller is obligated to pay or perform such Guaranteed Obligations. Without limiting In the generality of the foregoing, the Guarantor’s liability shall extend event Seller becomes obligated to all amounts that constitute part of the pay or perform any Guaranteed Obligations and would be owed by the Issuer fails to the Trustee timely pay 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 perform 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 obligations in accordance with the terms of the Indenture Purchase Agreement and the Notes. (c) The obligation Closing Documents, then Purchaser may provide written notice to Seller Guarantor demanding that Seller Guarantor either cause Seller to pay or perform the Guaranteed Obligations or to pay or perform such Guaranteed Obligations in the place and stead of Seller. Seller Guarantor's aggregate liability hereunder shall not exceed U.S. $5,000,000; provided, however, that Seller Guarantor's aggregate liability hereunder with respect to Sections 2.1 and 4.3 of the Guarantor under this Guaranty Purchase and Sale Agreement 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 Dayunlimited.

Guaranty. (a) The Guarantor hereby unconditionally guarantees, and irrevocably guarantees promises to perform, each Obligation (as defined below) of Obligor under the full Contract on demand by Creditor, provided, however, that nothing herein shall require Guarantor to make any payment to Creditor in excess of that which Obligor was liable for under the Contract. For purposes of this Guaranty, "Obligation" shall include all payments, liabilities and punctual obligations owed by Obligor to Creditor for the payment when due, as a guaranty of payment and not of collection, whether at money now existing or hereafter arising pursuant to the Stated Maturity, or earlier or later by acceleration or otherwise, of all obligations terms of the Issuer now or hereafter existing under Contract. Notwithstanding anything to the Indenture and the Notescontrary in this Guaranty, 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 no event shall Guarantor’s liability 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 for defaulted Obligations and would be owed by the Issuer to the Trustee or at 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 Issuertime exceed MNOK 11,5. (b) In Guarantor’s obligations under this Guaranty are continuing obligations and are not satisfied or discharged in full by an intermediate payment or settlement of account by Obligor. This Guaranty constitutes an independent guaranty of payment, and is not conditioned on or contingent upon any attempt to enforce in whole or in part any Obligations of Obligor to Creditor, the event that existence or continuance of Obligor as a legal entity, the Issuer does not make payments to consolidation or merger of Obligor with or into any other entity, the Trustee sale, lease or disposition by Obligor of all or substantially all of its assets to any portion other entity, or the bankruptcy or insolvency of the Guaranteed Obligations, upon receipt of notice of such non-payment from the TrusteeObligor, the Guarantor will make immediate payment admission by Obligor of its inability to perform any obligation, or the Trustee making by Obligor of any such amount or portion a general assignment for the benefit 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 Notescreditors. (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 are primary obligations and not those of mere sureties. The obligations of Guarantor may be enforced by the Issuer and/or the Creditor against Guarantor without first having recourse to any of the entire principal, all accrued interest and all its rights against Obligor or any other amounts due and owing in respect of the Notes and the Indenture. All amounts payable by the person. (d) 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 may revoke this Guaranty, and terminate its obligations hereunder, at any time upon written notice to have been received Creditor if (i) Obligor replaces this Guaranty with either a bank guaranty or standby letter of credit or (ii) Obligor replaces this Guaranty with one issued by the Trustee a new guarantor who has credit worthiness of at least BBB- according to Standard & Poor's or Baa3 according to Moody's; (e) This Guaranty shall terminate on the next succeeding Business Dayearliest to occur of (i) July 1, 2028 or (ii) the date Obligor has fully paid and performed its obligations under the Contract.

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 obligations of the Issuer now or hereafter existing to Lessor under the Indenture and Agreement including without limitation every rental installment, the Notesaccumulated balance of rents, whether for principaladministrative charges, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”)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 Guarantor undersigned. The undersigned agrees to pay all reasonable attorney's fees, court costs and other expenses required by Lessor by reason of any default by Lessee. The undersigned waives notice of acceptance hereof and all expenses (including reasonable the other notices of 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 Lessee. This Guaranty shall continue to such Guaranteed Obligations. Without limiting the generality be effective or reinstated, as applicable, 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 as assets, all as though such payment to Lessor has not been made, regardless of whether Lessor contested the order requiring the return of such payment. The Guaranty may be enforced by or for the benefit of any assignee or successor of Lessor. Nothing shall discharge or satisfy the undersigned's liability except the full performance and payment of all the Lessee's obligation 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 OF THE 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 any such action. Any legal action concerning this Agreement shall be governed by and construed according to the laws of the Indenture and the Notes. State of New Jersey. X /s/ G eorge ▇▇▇▇▇▇▇▇▇ ------------------------------ --------------------- ----------- Witness Signature Date Guarantor Signature Date (cindividually) The obligation of the -------------------------- --------------------- Print Name Print Name X -------------------- ----------- 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 Signature Date (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 timeindividually) 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.--------------------- Print Name

Guaranty. As a material inducement to Landlord to enter into the Lease, the undersigned (a“Guarantor”) The Guarantor hereby unconditionally and irrevocably guarantees the full complete and punctual payment when duetimely performance of each obligation of Tenant under the Lease and any extensions or renewals of and amendments to the Lease. The amount of the Guaranty shall equal the accrued but unpaid obligations of Tenant under Sections 4, as 7, 9, 10(c), 16(a), 20 and 23(a) of the Lease, limited to an aggregate guaranteed amount of $1.4 million. The Guaranty shall remain in effect until Tenant maintains a tangible net worth of $10 million for two (2) consecutive quarterly reporting periods following the initial twelve (12) months of occupancy. This Guaranty is an absolute, primary, continuing, and general guaranty of payment and performance and is independent of Tenant’s obligations under the Lease. Guarantor waives any right to require Landlord to (a) join Tenant with Guarantor in any suit arising under this Guaranty, (b) proceed against or exhaust any security given to secure Tenant’s obligations under the Lease, or (c) pursue or exhaust any other remedy in Landlord’s power. Landlord may, without notice or demand and without affecting Guarantor’s liability hereunder, from time to time, compromise, extend or otherwise modify any or all of the terms of the Lease. Guarantor hereby waives all demands for performance, notices of performance, and notices of acceptance of this Guaranty. The liability of Guarantor under this Guaranty will not be affected by (1) the release or discharge of collectionTenant from, or impairment, limitation or modification of, Tenant’s obligations under the Lease in any bankruptcy, receivership, or other debtor relief proceeding, whether at state or federal and whether voluntary or involuntary; (2) the Stated Maturity, rejection or earlier or later by acceleration or otherwise, of all obligations disaffirmance of the Issuer now Lease in any such proceeding; or hereafter existing (3) the cessation from any cause whatsoever of the liability of Tenant under the Indenture and the NotesLease. Guarantor shall pay to Landlord all costs incurred by Landlord in enforcing this Guaranty (including, whether for principalwithout limitation, 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 attorneys’ 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 Notwithstanding the foregoing, the Guarantor’s maximum aggregate liability shall extend to all amounts that constitute part of Guarantor hereunder is $1.4 million, and upon the Guaranteed Obligations and would be owed payment 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 Guarantor of such non-payment from the Trustee, the Guarantor will make immediate payment amount to the Trustee of any such amount or portion of the Guaranteed Obligations owing or payable Landlord 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, the liability of Guarantor shall terminate and Guarantor shall have no further liability to have been received by Landlord. By: Name: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ This Standard Brokers Commission Agreement (this “Agreement”) is entered into effective as of , 1999 between CB Parkway Business Center V, Ltd. (“Owner”) the Trustee Owner of International Business Park (the “Project”) such project being further described on the next succeeding Business Daylegal description attached hereto as Exhibit “B”, and ▇▇▇ ▇▇▇▇▇▇ Company (“Broker”) with reference to Broker’s efforts in procuring prospective tenants for the Project.

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 2028 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 2028 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 2028 Notes and the NotesExchange Securities. Such notice shall specify the amount or amounts under the Indenture and Indenture, the 2028 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 2028 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 2028 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 is the indirect owner of Client through Guarantor's wholly owned subsidiary that owns the sole membership interest in Client. Guarantor hereby unconditionally and irrevocably guarantees to BANA the full due and punctual payment, performance and observance by Client and Servicer of all of the terms, covenants, conditions, agreements and undertakings on the part of Client and Servicer to be performed or observed under this Agreement, including, without limitation, the 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, due of all obligations of the Issuer Client and Servicer now or hereafter existing under the Indenture and the Notesthis Agreement, whether for principal, interest, make-whole premium, Additional Amountsindemnification payments, fees, indemnitiesexpenses, costs, expenses repurchase obligations 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, foregoing being collectively referred to as 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) "Obligations"). In the event that the Issuer does not make payments Client or Servicer shall fail in any manner whatsoever to the Trustee of all perform or observe any portion of the Guaranteed Obligations, upon receipt of notice of such non-payment from Obligations when 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 same shall specify the amount or amounts under the Indenture and the Notes that were not paid on the date that such amounts were be required to be paid performed or observed under this Agreement, then upon either actual knowledge of an officer of Guarantor or demand of BANA, Guarantor shall perform, cause to be performed or make payment to allow such Obligations to be performed and shall fully indemnify and hold harmless BANA from and against any and all damages, losses, claims, liabilities and costs and expenses, including attorney's fees and disbursements awarded against or incurred by them or any of them relating to such failure of Client or Servicer. Guarantor further agrees that nothing contained herein shall prevent BANA from foreclosing on its security interest in or lien on any asset, if any, or from exercising any other rights available to it under this Agreement or any other instrument of security, if any, and the terms exercise of any of the Indenture aforesaid rights and the Notes. (c) The obligation completion of any foreclosure proceedings shall not constitute a discharge of any of Guarantor's obligations hereunder; it being the purpose and intent of Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither Guarantor's obligations hereunder nor any remedy for the enforcement thereof shall be impaired, modified, changed, released or limited in any manner whatsoever by an impairment, modification, change, release or limitation of the liability of Client or Servicer or by reason of the bankruptcy or insolvency of Client or Servicer. The Guarantor waives any and all notice of the creation, renewal, extension or accrual of or increase in any of the Obligations and notice of or proof of reliance by BANA upon this Section 21 or acceptance of this Section 21. This Agreement shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Section 21. All dealings between Client, Servicer and Guarantor, on the one hand, and BANA, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Section 21. Guarantor hereby waives any and all presentments, demands, notices, and protests against Guarantor, and any requirement that BANA commence or exhaust any remedies against Client or Servicer or any collateral securing the Obligations. Guarantor's liability hereunder shall be unconditional irrespective of (i) any lack of enforceability of the Obligations, (ii) any law, regulation or order of any jurisdiction affecting any term of the Obligations or BANA's rights with respect thereto, and (iii) any other circumstance which might otherwise constitute a defense available to, or discharge of, Client, Servicer or Guarantor. This guarantee is a guarantee of payment and performance and not of collection and shall remain in full force and effect until payment in full of the Obligations. The obligations of Guarantor under this Guaranty Section 21 do rank and will rank pari passu in priority of payment with all other unsecured and unsubordinated obligations for borrowed money of Guarantor. Notwithstanding any provision to the contrary contained herein, to the extent the obligations of Guarantor 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 adjudicated to be paid by invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the Guarantor hereunder (and any Event obligations 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 limited to the Trustee. All payments actually received by maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, 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 DayUnited States Bankruptcy Code).

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 In order to induce Lenders to extend credit to Company pursuant to the Credit Agreement and the entry by Interest Rate Exchangers into the Lender Interest Rate Agreements, Guarantors jointly and severally irrevocably and unconditionally guaranty, as primary obligors and irrevocably guarantees not merely as sureties, 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 Maturityoperation of the automatic stay under Section 362(a) of the Bankruptcy Code, or earlier or later by acceleration or otherwise, 11 U.S.C. Section 362(a)). The term "GUARANTIED OBLIGATIONS" is used herein in its most comprehensive sense and includes any and all Obligations of Company and all obligations of the Issuer Company under Lender Interest Rate Agreements, now or hereafter existing made, incurred or created, whether absolute or contingent, liquidated or unliquidated, whether due or not due, and however arising under or in connection with the Credit Agreement, the Lender Interest Rate Agreements, this Guaranty and the other Loan Documents, including those arising under successive borrowing transactions under the Indenture and Credit Agreement which shall either continue the Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses Obligations of Company or otherwise (such obligations being the “Guaranteed Obligations”), and the from time to time renew them after they have been satisfied. Each 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 acknowledges that a portion of the foregoingLoans may be advanced to it, that Letters of Credit may be issued for the Guarantor’s liability shall extend benefit of its business and that the Guarantied Obligations are being incurred for and will inure to all amounts that constitute part its benefit. Any interest on any portion of the Guaranteed Guarantied Obligations and would be owed by that accrues after the Issuer to commencement of any proceeding, voluntary or involuntary, involving 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 receivership, reorganization, liquidation or similar arrangement of Company (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 each Guarantor and Guarantied Party that the Guarantied Obligations should be determined without regard to any rule of law or order that may relieve Company 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 Obligations, upon receipt of notice of such non-payment from the TrusteeGuarantied Obligations is paid by Company, the Guarantor will make immediate payment to the Trustee obligations 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 each Guarantor hereunder shall continue and remain in full force and effect or be payable reinstated, as the case may be, in U.S. dollars the event that all or any part of such payment(s) is rescinded or recovered directly or indirectly from Guarantied Party or any other Beneficiary as a preference, fraudulent transfer or otherwise, and in immediately available funds any such payments that are so rescinded or recovered shall constitute Guarantied Obligations. Subject to the Trustee. All payments actually received by the Trustee pursuant to other provisions of this Section 2 after 12:00 p.m. (New York time) on 1, upon the failure of Company to pay any Business Day of the Guarantied Obligations when and as the same shall become due, each Guarantor will upon demand pay, or cause to be deemedpaid, for purposes of this Guarantyin cash, to have been received by Guarantied Party for the Trustee on ratable benefit of Beneficiaries, an amount equal to the next succeeding Business Dayaggregate of the unpaid Guarantied Obligations.

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 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 Israel hereby agrees 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. Israeli Guarantee Law (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.including any

Guaranty. (a) The Guarantor In addition to EHA's obligations under this Agreement, EHA hereby unconditionally and irrevocably guarantees the full and punctual payment when due, as a guaranty performance of payment and not of collection, whether at the Stated Maturity, or earlier or later by acceleration or otherwise, of all Purchaser's obligations under this Agreement (the "OBLIGATIONS"). The obligations of EHA hereunder are independent 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 a separate action or actions may be brought 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 prosecuted against EHA with respect to the Obligations whether action is brought against the Purchaser or whether the Purchaser is joined in any such Guaranteed Obligationsaction or actions. Without limiting EHA waives the generality benefit of any statute of limitations affecting his liability hereunder. EHA agrees that, subject to the rights of a guarantor to raise defenses that would have been available to such guarantor had it been named as the sole obligor with respect to the Obligations rather than as a guarantor, EHA's obligations hereunder are absolute and unconditional, irrespective of the foregoingvalue, genuineness, validity, regularity or enforceability of this Agreement and, to the Guarantor’s liability shall extend to all amounts that constitute part fullest extent permitted by applicable Law, irrespective of any other circumstance whatsoever (including, without limitation, personal defenses of the Guaranteed Obligations Purchaser or any other obligor) that might otherwise constitute a legal or equitable discharge or defense of a surety, guarantor or co-obligor. The obligations of EHA under this guaranty will be automatically reinstated if and would be owed by the Issuer to the Trustee extent that for any reason any payment by 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 on behalf 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 person in respect of the Notes Obligations is rescinded or must be otherwise restored by any beneficiary under this Agreement, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, and the Indenture. All amounts payable EHA shall reimburse Roadway on demand for all reasonable out-of-pocket losses, liabilities, costs and expenses (including, without limitation, fees of counsel) incurred by the Guarantor hereunder shall be payable Roadway or any of its Affiliates in U.S. dollars connection with such rescission or restoration, including any losses, liabilities, costs and expenses 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 defending against any Business Day will be deemedclaim alleging that such payment constituted a preference, for purposes of this Guarantyfraudulent transfer or similar payment under any bankruptcy, to have been received by the Trustee on the next succeeding Business Dayinsolvency or similar law.

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 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 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 (Parental Guaranty document does not release Tenant from his/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 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 LIMITED TO GUARANTOR'S POTENTIAL FINANCIAL OBLIGATION UNDER THE ORIGINAL TERMS OF THE LEASE.

Guaranty. (a) The Guarantor hereby Ralcorp Holdings, Inc., a Missouri corporation, irrevocably and unconditionally and irrevocably guarantees the full prompt, complete and punctual performance, compliance and payment when dueof all the obligations of the Buyer under this Agreement. Ralcorp further agrees that its obligations under the Agreement shall not be affected by any event, as condition or circumstance whatsoever (with or without notice to, or knowledge of, the Buyer or Ralcorp) including without limitation any which constitutes, or might be construed to constitute, a legal or equitable discharge of the Buyer for its obligations under the Agreement or of Ralcorp of its guaranty hereunder. In furtherance of the foregoing and without limiting the generality thereof, Ralcorp agrees that (i) its guaranty hereunder (this "Guaranty") is a guaranty of payment and performance when due and not collectability; (ii) this Guaranty is a primary obligation of collectionRalcorp and not merely a contract of surety; and (iii) payment or performance by Ralcorp of a portion, whether at the Stated Maturity, or earlier or later by acceleration or otherwisebut not all, of all the obligations under this Agreement shall in no way limit, affect, modify or abridge any liability of Ralcorp for any portion of the Issuer now obligations which have not been 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 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 Issuerperformed. (b) In Ralcorp waives all diligence, presentment, protest and demand, and also notice of dishonor, demand, protest and nonpayment. No failure by the event that the Issuer does not make payments Holders to assert any right or pursue any remedy with respect to the Trustee of all Buyer or any portion of the Guaranteed Obligations, upon receipt of notice of such non-payment under this Guaranty shall relieve Ralcorp 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 Notesits obligations hereunder. (c) The obligation of the Guarantor under Ralcorp agrees that this Guaranty shall not be absolute and unconditional upon receipt diminished or affected, in any way, by it any bankruptcy, reorganization, arrangement, liquidation or similar proceeding with respect to the Buyer or by dissolution of the notice contemplated herein absent manifest errorBuyer. The Guarantor This Guaranty shall not be relieved continue in full force and effect, notwithstanding any merger, consolidation, sale of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be paid assets or any other similar transaction by the Guarantor hereunder Buyer or Ralcorp. (d) Ralcorp further agrees to pay all reasonable costs and expenses, including without limitation, reasonable attorneys' fees, at any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment time paid or incurred by the Issuer and/or the Guarantor or on behalf of the entire principal, all accrued interest and all other amounts due and owing Holders or the Seller Representative 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 enforcing this Guaranty, to have been received by the Trustee on the next succeeding Business Day.

Guaranty. (a) The Guarantor hereby absolutely, unconditionally and irrevocably guarantees to the full Trustee the prompt and punctual payment complete performance and payments when due, as of all present and future obligations of the Issuer to the Trustee, or to any successor or transferee of the Trustee, including, without limitation, the interest and principal of the Notes and fees, costs and expenses of the Trustee and the Initial Owner, in accordance with the terms of the Indenture, whether said obligations are liquidated or unliquidated, secured or unsecured, contingent or otherwise, whether now existing or hereafter arising (the “Obligations”) and under and pursuant to all amendments, supplements, renewals and restatements of the Indenture. The guaranty provided for in this Agreement is a present, absolute, unconditional, irrevocable and continuing guaranty of payment performance and payment, not of collection. If the Issuer fails to pay any Obligations for which it is liable, when and as the same shall become due and payable (whether at the Stated Maturity, or earlier or later by acceleration or otherwise), of all obligations the Guarantor shall on demand pay the same to the Trustee, in immediately available funds, in lawful money of the United States of America, at its address specified in or pursuant to the Indenture. In order to ensure timely payment of principal and interest on the Notes by 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 on each Interest Payment Date and/or Principal Payment Date (such obligations being the collectively “Guaranteed ObligationsPayment Date”), and the Guarantor hereby agrees that to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred the extent the Issuer shall have failed to deposit, or cause to be deposited, to the Revenue Fund maintained by the Trustee or any Noteholder in enforcing any rights under this Guaranty with respect pursuant to such Guaranteed Obligations. Without limiting the generality Indenture, by 10:00 A.M. Eastern time on the Payment Date, an amount sufficient to pay the principal of and interest due and owing on the foregoingNotes on the Payment Date, the Guarantor’s liability Trustee shall extend have the right to all amounts that constitute part demand payment of the Guaranteed Obligations and would be owed by the Issuer an amount equal 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 insufficiency 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 and the Guarantor shall deposit, or cause to be absolute and unconditional upon receipt by it deposited, to the Revenue Fund or to the Trustee under the Indenture, the amount of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved insufficiency no later than 10:00 A.M., Eastern time, on the next business day, as set forth in Section 5.16 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 Nothing in this Agreement shall be payable in U.S. dollars and in immediately available funds deemed to guaranty any obligation of the Trustee. All payments actually received by Issuer other than the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes Issuer’s obligations or liabilities arising out of this Guaranty, to have been received by the Trustee on the next succeeding Business DayIndenture.

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. (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.