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

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

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

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

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

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

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

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

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

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

Guaranty. (a) The Guarantor 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, 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 hereby unconditionally and irrevocably guarantees (i) the full and punctual prompt payment when due, as a guaranty of payment and not of collection, whether at the Stated Maturity, or earlier or later by acceleration or otherwise, of all Brookdale Rent Payments and other sums required to be paid by BLC Holdings under the Agreement Regarding Leases, (ii) the full and timely performance of all other terms, conditions, covenants and obligations of the Issuer now or hereafter existing BLC Holdings under the Indenture and the NotesAgreement Regarding Leases (as same may be amended, whether for principalrenewed, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses extended or otherwise (such obligations being the “Guaranteed Obligations”modified), and the Guarantor agrees to pay (iii) any and all expenses (including reasonable and documented counsel attorneys' fees and expenses) incurred by the Trustee or any Noteholder PSLT-BLC Holdings in enforcing any rights under the Agreement Regarding Leases or this Guaranty with respect and Agreement (such obligations, collectively, are referred to such as the "Guaranteed Obligations"). Guarantor agrees that this Guaranty and Agreement is a guarantee of payment and performance, not collection, and that Guarantor is primarily liable and responsible for the payment and performance of the Guaranteed Obligations. Without limiting the generality of the foregoingIt is not necessary for PSLT-BLC Holdings, the Guarantor’s liability shall extend in order to all amounts that constitute part enforce payment and performance by Guarantor under this Guaranty and Agreement, first or contemporaneously to institute suit or exhaust remedies against BLC Holdings or others liable for any of the Guaranteed Obligations and would be owed by or to enforce rights against any collateral securing any of it. With 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 exception of the Guaranteed Obligationsdefense of prior payment, upon receipt of notice of such non-payment from the Trusteeperformance, the or compliance by BLC Holdings or Guarantor will make immediate payment to the Trustee of any such amount or portion of the Guaranteed Obligations owing which Guarantor is called upon to pay, or payable under the Indenture and defense that PSLT-BLC Holdings' claim against Guarantor hereunder is barred by 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 applicable statute of limitations, all defenses of the Indenture law of guaranty or suretyship, including, without limitation, substantive defenses and procedural defenses, are waived and released by Guarantor to the Notes. (c) The obligation extent permitted by law. Except as provided in the preceding sentence, under no circumstances will the liability of the Guarantor under this Guaranty shall and Agreement be absolute and unconditional upon receipt by it terminated either with respect to any period of time when the notice contemplated herein absent manifest error. The Guarantor shall not be relieved liability 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 BLC Holdings under the Indenture has Agreement Regarding Leases continues, or with respect to any circumstances as to which the Guaranteed Obligations have not been curedfully discharged by payment, 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 Dayperformance or compliance.

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

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

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

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

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

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

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

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

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

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

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

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

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

Guaranty. THE 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 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 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 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 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 unconditionally, absolutely and irrevocably guarantees to Lender the full and punctual payment when due, as a guaranty of prompt payment and not of collection, performance when due (whether at the Stated Maturity, or earlier or later maturity by acceleration or otherwise, ) of all obligations of the Issuer now or hereafter existing Borrower 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 Note 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 IssuerLoan Documents. (b) This Guaranty is a continuing guaranty of payment, and not merely of collection, that shall remain in full force and effect until expressly terminated in writing by Lender, notwithstanding the fact that no Obligations may be outstanding from time to time. Such termination by Lender shall be applicable only to transactions having their inception after the effective date thereof, and shall not affect the enforceability of this Guaranty with regard to any Obligations arising out of transactions having their inception prior to such effective date, even if such Obligations shall have been modified, renewed, compromised, extended, otherwise amended or performed by Lender subsequent to such termination. In the event absence of any termination of this Guaranty as provided above, Guarantor agrees that Guarantor’s obligations hereunder shall not be deemed discharged or satisfied until the Issuer does not make Obligations are fully paid and performed, and no such payments or performance with regard to the Trustee Obligations is subject to any right on the part of all or any portion person whomsoever, including but not limited to any trustee in bankruptcy, to recover any of such payments; provided, however, that upon payment in full of the Guaranteed ObligationsObligations and the expiration of the recovery period set forth in this sentence, Lender agrees to deliver to Guarantor (upon receipt Guarantor’s request) a written release and termination of notice of such non-payment from the Trustee, the Guarantor will make immediate payment to the Trustee of this Guaranty. If any such payments are so set aside or settled without litigation, all of which is within Lender’s discretion, Guarantor shall be liable for the full 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 Lender is required to repay, plus costs, interest, reasonable attorneys’ fees and any and all expenses that Lender paid or incurred in connection therewith. A successor of Borrower, including Borrower in its capacity as debtor in a bankruptcy reorganization case, shall not be paid under the terms of the Indenture considered to be a different person than Borrower; and the Notesthis Guaranty shall apply to all Obligations incurred by such successor. (c) Guarantor agrees that Guarantor is directly and primarily liable to Lender and that the Obligations hereunder are independent of the Obligations of Borrower and, moreover, that any payment by Borrower or Guarantor shall not reduce the liability of Guarantor to Lender under this Guaranty. The obligation liability of Guarantor hereunder shall survive discharge or compromise of any Obligation of Borrower in bankruptcy or otherwise. Lender shall not be required to prosecute or seek to enforce any remedies against Borrower on account of the Obligations, or to seek to enforce or resort to any remedies with respect to any collateral granted to Lender by Borrower or any other party on account of the Obligations, as a condition to payment or performance by Guarantor under this Guaranty. (d) Lender may, without notice or demand and without affecting its rights hereunder, from time to time: (i) renew, extend, accelerate or otherwise change the amount of, the time for payment of, or other terms relating to, any or all of the Obligations, or otherwise modify, amend or change the terms of the Loan Documents or any other document or instrument evidencing, securing or otherwise relating to the Obligations, (ii) take and hold collateral for the payment of the Obligations guaranteed hereby, and exchange, enforce, waive, and release any such collateral, and apply such collateral and direct the order or manner of sale thereof as Lender in its discretion may determine. Accordingly, Guarantor hereby waives notice of any and all of the foregoing. (e) Guarantor hereby waives all defenses, counterclaims and off-sets of any kind or nature, whether legal or equitable, that may arise: (i) directly or indirectly from the present or future lack of validity, binding effect or enforceability of the Loan Documents or any other document or instrument evidencing, securing or otherwise relating to the Obligations, (ii) from Lender’s impairment of any collateral, including the failure to record or perfect the Lender’s interest in the collateral, or (iii) by reason of any claim or defense based upon an election of remedies by Lender in the event such election may, in any manner, impair, affect, reduce, release, destroy or extinguish any right of contribution or reimbursement of Guarantor, or any other rights of the Guarantor under to proceed against any other guarantor, or against any other person or any collateral. (f) Guarantor hereby waives all presentments, demands for performance or payment, notices of nonperformance, protests, notices of protest, notices of dishonor, notices of default or nonpayment, notice of acceptance of this Guaranty shall be absolute Guaranty, and unconditional upon receipt by it notices of the notice contemplated herein absent manifest error. The existence, creation, or incurring of new or additional Obligations, and all other notices or formalities to which Guarantor shall may be entitled, and Guarantor hereby waives all suretyship defenses, including but not be relieved limited to all defenses set forth in the Delaware Uniform Commercial Code, as revised from time to time (the “UCC”) to the full extent such a waiver is permitted thereby. (g) Guarantor hereby irrevocably subordinates to the rights and remedies of its obligations hereunder unless Lender for the payment and until the Trustee shall have indefeasibly received performance of such Obligations, all amounts required of Guarantor’s legal and equitable rights to be recover from Borrower any sums 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 terms of this Guaranty, including without limitation all rights of subrogation and all other rights that would result in Guarantor being deemed a creditor of Borrower under the federal Bankruptcy Code or any other law, and Guarantor hereby waives any right to assert in any manner against Lender any claim, defense, counterclaim and offset of any kind or nature, whether legal or equitable, that Guarantor may now or at any time hereafter have been received against Borrower or any other party liable to Lender; provided, however, that nothing set forth herein shall be deemed to subordinate or impair Guarantor’s legal and equitable rights to recover any management fees owed by Borrower to Guarantor. Guarantor hereby waives any right to assert in any manner against Lender any claim, defense, counterclaim and offset of any kind or nature, whether legal or equitable, that Guarantor may now or at any time hereafter have against Borrower other than payment of the Trustee on the next succeeding Business DayObligations.

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 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 Guarantor Borrower hereby irrevocably, absolutely, and unconditionally guarantees to Lender the prompt, complete, and irrevocably guarantees the full and punctual payment when due, as a guaranty of payment and not of collection, whether at no matter how the Stated Maturity, or earlier or later by acceleration or otherwisesame shall become due, of all obligations of the Issuer now or hereafter existing 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 ObligationsManchester SPE Indebtedness. Without limiting the generality of the foregoing, the GuarantorBorrower’s liability under this Section 2.15 shall extend to and include all amounts that constitute part post-petition interest, expenses, and other duties and liabilities of the Guaranteed Obligations and any Manchester SPE to Lender, which would be owed by the Issuer to the Trustee or any Noteholder under the Indenture and the Notes Manchester SPE but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvencyreorganization, reorganization or similar proceeding involving any Manchester SPE. If any Manchester SPE shall for any reason fail to pay any Manchester SPE Indebtedness, as and when such Manchester SPE Indebtedness shall become due and payable, whether at its stated maturity, as a result of the Issuer. (b) In exercise of any power to accelerate, or otherwise, Borrower will forthwith, upon demand by Lender, pay such Manchester SPE Indebtedness in full to Lender. As between Borrower and Lender, the event that the Issuer does not make payments obligations of Borrower under this Section 2.15 shall be considered a primary and liquidated liability of Borrower. The obligations of Borrower under this Section 2.15 are a continuing guaranty and shall apply to the Trustee of and cover all Manchester SPE Indebtedness and renewals and extensions thereof and substitutions therefor from time to time. No action which Lender may take or omit to take in connection with any Manchester SPE Indebtedness or any portion security therefor shall release or diminish the Borrower’s obligations under this Section 2.15, regardless of whether any such action or inaction may increase the Manchester SPE Indebtedness. Lender may invoke the benefits of the Guaranteed Obligations, upon receipt obligations of Borrower under this Section 2.15 before pursuing any remedies against any Manchester SPE or any other Person and before proceeding against any security now or hereafter existing for the payment or performance of any Manchester SPE Indebtedness. Borrower hereby waives (i) notice of such non-payment from the Trustee, the Guarantor will make immediate payment to the Trustee incurrence of any such amount Manchester SPE Indebtedness by any Manchester SPE; (ii) notice that Lender, any Manchester SPE or portion any other Person has taken or omitted to take any action relating to any Manchester SPE Indebtedness; (iii) default, demand, presentment for payment, and notice of the Guaranteed Obligations owing default, demand, dishonor, nonpayment, or payable under the Indenture nonperformance; (iv) notice of intention to accelerate, notice of acceleration, protest, notice of protest, notice of any exercise of remedies; 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. (civ) 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 notices 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 Daykind whatsoever.

Guaranty. As an inducement for Lessor to enter into this Lease and as a part of the consideration of this Contract, Roller Bearing Company of America, Inc. (a) The Guarantor Guarantor), hereby unconditionally and irrevocably guarantees the full prompt and punctual payment when due, as a guaranty of payment and not of collection, whether at the Stated Maturity, or earlier or later complete performance by acceleration or otherwise, BBI of all obligations the terms and conditions of the Issuer now or hereafter existing under the Indenture this Lease to be performed by BBI hereunder 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 indemnify and hold Lessor or its legal representatives, harmless from and against any and all expenses (liability, loss, damage or expense, including reasonable attorney fees, which Lessor may incur or sustain by reason of the failure of BBI to fully perform and documented counsel fees comply with all of the terms and expenses) incurred by the Trustee or any Noteholder in enforcing any rights under obligations of this Lease; and Guarantor hereby understand and agree that this Guaranty with respect to such Guaranteed Obligations. Without limiting the generality shall continue until all 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 this Lease have been satisfactorily performed or otherwise discharged by BBI 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 released of its obligations hereunder unless so long as any claim of Lessor against BBI arising out of this Lease is not settled or discharged in full. Guarantor hereby waives notice of acceptance hereof, and until of non-performance or non-payment by BBI of any of its obligations or liabilities under this Lease and Guarantor hereby waives all rights which it has or may have by statute or otherwise to require the Trustee Lessor to institute suit against the BBI or to exhaust its rights or remedies against the BBI, Guarantor, being bound to all of the terms, conditions and obligations of payment and all indebtedness of the BBI to the Lessor, whether now existing or hereafter accruing. Forbearance of the part of the Lessor to take steps to enforce the payment of any indebtedness held by it against BBI, arising from its default in any respect whatever, or the giving of further time to BBI shall have indefeasibly received in no way release Guarantor, but rather, Guarantor shall remain liable hereunder for the prompt payment and performance of all amounts required to be paid terms and conditions by the Guarantor hereunder (BBI 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 made 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 DayLessor.

Guaranty. IN CONSIDERATION of credit and financial accommodations extended, to be extended or continued to TRONCO ENERGY CORPORATION, a Delaware corporation, hereinafter called "Borrower," by ACF PROPERTY MANAGEMENT, INC., a California corporation (aas Assignee from FORTUNA ASSET MANAGEMENT, L.L.C.). hereinafter called "Lender" and for other good and valuable considerations, I, we, and each of us have jointly, severally and unconditionally guaranteed and do hereby jointly, severally and unconditionally guarantee to Lender, the payment and collection of each and every claim, demand, indebtedness, right or canse of action of every nature whatsoever against said Borrower now or hereafter existing, due or to become due to, or held by Lender as shown upon the accounts and business records of Lender to the extent of that one certain AMENDED AND RESTATED PROMISSORY NOTE of even date herewith in the amount of NINE MILLION TWO HUNDRED EIGHTY FOUR THOUSAND THREE HUNDRED SEVENTY EIGHT AND 34/100 DOLLARS ($9,284,378.34) (“Note"), together with interest as it may accrue and if this Guaranty is placed with an attorney for collection or if collected by suit or through any probate, bankruptcy, or other court, to pay all court costs and attorney's fees in the amount of $50,000.00 or such other amount as the court enforcing this Guaranty finds to be reasonable, customary and necessary, which the undersigned agree is a reasonable fee, together with any and all expenses incurred by Lender in enforcing this Guaranty. This is a continuing guaranty and all extensions of credit and financial accommodation concurrently herewith or hereafter made by Lender to Borrower shall be conclusively presumed to have been made in acceptance hereof, and this Guaranty shall continue in full force and effect for any and all renewals, extensions and/or modifications of the Note and/or indebtedness herein described. All indebtedness of Borrower to the undersigned, whether now existing or hereafter arising (including indebtedness resulting from this Guaranty) is hereby assigned to Lender to the extent of the amount of this Guaranty as security for the payment of all liability or liabilities of Borrower to Lender. To the extent such indebtedness of Borrower is to the undersigned (whether now existing or hereafter arising) exceeds the amount of this Guaranty, such indebtedness is hereby subordinated to all liability or liabilities of Borrower to Lender. The Guarantor hereby unconditionally undersigned acknowledge and irrevocably guarantees agree that possession of this Guaranty by Lender constitutes true and correct execution and actual and proper delivery of same to Lender and the full undersigned waive notice of acceptance of this Guaranty and punctual of any liability to which it applies or may apply, and waive presentment and demand for payment when duethereof, as a guaranty notice of dishonor or non-payment thereof, collection or instigation of suit or any other action by Lender in collection thereof including any notice of default in payment thereof or other notice to, or demand of payment and not of collectiontherefore on, whether any party. Payment by the undersigned shall be made at the Stated Maturityoffice of Lender at 1▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇ ▇▇▇▇, , ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇. Lender may, at its option, at any time without the consent of, or earlier notice to the undersigned, without incurring responsibility to the undersigned, without impairing or later by acceleration or otherwise, of all releasing the obligations of the Issuer now undersigned, upon or hereafter without any terms or conditions and in whole or in part, (1) change the manner, place or terms of payment or change or extend the time of payment of, renew, or alter any liability of Borrower hereby guaranteed, or any liabilities incurred directly or indirectly hereunder, and the guaranty herein made shall apply to the liabilities of the Borrower, changed, extended, renewed or altered in any manner, (2) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order any property at any time pledged or mortgaged to secure or securing the liabilities hereby guaranteed or any liabilities incurred directly or indirectly hereunder or any offset against any said liabilities, (3) exercise or refrain from exercising any rights against Borrower or others, or otherwise act or refrain from acting, (4) settle or compromise any liabilities hereby guaranteed or hereby incurred, and may subordinate the payment of ah or any part of such liabilities to the payment of any liabilities which may be due to Lender or others, and, (5) apply any sums paid, to any liability or liabilities of Borrower to Lender regardless of what liability or liabilities of Borrower to Lender remain unpaid. Lender may, at its option, without the consent of or notice to the undersigned, apply to the payment of the liability created by this Guaranty, at any time after such liability becomes payable, any monies, property, or other assets belonging to the undersigned in the possession, care, custody and control of Lender. and the sole effect of revocation or termination shall be to exclude from this Guaranty liabilities thereafter arising which are unconnected with liabilities theretofore existing or transactions theretofore entered into. The undersigned, if more than one, shall be jointly severally liable hereunder and the term "undersigned" shall mean the undersigned or any one or more of them. Any one signing this Guaranty shall be bound hereby, whether or not any other party signs this Guaranty or is released therefrom at any time. Any married woman who signs this Guaranty hereby expressly agrees that recourse may be had against her separate property for all her obligations under this Guaranty. This Guaranty shall bind and inure to the benefit of the respective heirs, executors, administrators, successors and assigns of Lender and the undersigned. This Guaranty in the possession of the Lender will be presumed that same has been executed and delivered, by each of the undersigned for a valuable consideration. This Guaranty may be executed in multiple original counterparts each being of equal weight and dignity. This Guaranty is an addition to, and not in lieu of that certain GUARANTY dated August 10, 2007 executed and delivered by T▇▇▇ ▇▇▇▇▇. WITNESS our hands at Vernal, Uintah County, Utah, on this the 15 day of June, 2009. /s/ G. T▇▇▇ ▇▇▇▇▇ G. T▇▇▇ ▇▇▇▇▇ SS# ###-##-#### UTAH Drivers License #7▇▇▇▇▇▇ SUBSCRIBED AND SWORN TO BEFORE ME, by G. T▇▇▇ ▇▇▇▇▇ on this the 15 day of June 2009. /s/ DEL R. ▇▇▇▇▇ NOTARY PUBLIC FOR STATE OF UTAH Commission Expires: 8/10/2009 /s/ A▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ A▇▇▇▇▇▇ ▇▇▇▇▇ M▇▇▇▇ ▇▇# ###-##-#### UTAH Drivers License # 12809850 SUBSCRIBED AND SWORN TO BEFORE ME, A▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ on this the 15th day of June, 2009. G▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ TRUST (as established under the Indenture REVOCABLE TRUST AGREEMENT OF G▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ dated October 28, 1999, as amended) BY: /s/ G▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, TRUSTEE G▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, TRUSTEE /s/ A▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, TRUSTEE A▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, TRUSTEE SUBSCRIBED AND SWORN TO BEFORE ME, by G▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, TRUSTEE and A▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, TRUSTEE who signatures appear above on this the Notes15 day of June, whether for principal2009. /s/ DEL R. ▇▇▇▇▇ NOTARY PUBLIC FOR STATE OF UTAH A▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ TRUST (as established under the REVOCABLE TRUST AGREEMENT OF A▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ dated October 28, interest1999, make-whole premiumas amended) BY: /s/ G▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Additional AmountsTRUSTEE G▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, feesTRUSTEE /s/ A▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, indemnitiesTRUSTEE A▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, costsTRUSTEE SUBSCRIBED AND SWORN TO BEFORE ME, expenses G▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, TRUSTEE and A▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, TRUSTEE who signatures appear above on this the 15th day of June, 2009. /s/ DEL R. ▇▇▇▇▇ NOT ARY PUBLIC FOR STATE OF UTAH M▇▇▇▇ MANAGEMENT COMPANY, LLC BY: /s/ A▇▇▇▇▇▇ ▇▇▇▇▇ M▇▇▇▇ ▇▇▇▇▇▇▇ D▇▇▇▇ ▇▇▇▇▇, MANAGER SUBSCRIBED AND SWORN TO BEFORE ME, A▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, MANAGER who signatures appear above on this the 15th day of June, 2009. SUPERIOR DRILLING PRODUCTS, LLC BY: /s/ A▇▇▇▇▇▇ ▇. ▇▇▇▇▇ A▇▇▇▇▇▇ ▇. ▇▇▇▇▇, MANAGER SUBSCRIBED AND SWORN TO BEFORE ME, A▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ MANAGER who signatures appear above on this the 15th day of June, 2009. /s/ DEL R. ▇▇▇▇▇ NOTARY PUBLIC FOR STATE OF UTAH This THIRD AMENDMENT TO LOAN AGREEMENT (“Third Amendment”) is entered into on this ____ day of December, 2013 to be effective as of January 1, 2014 (“Effective Date”) by and between TRONCO ENERGY CORPORATION, a Delaware Corporation (“Borrower” or otherwise “Tronco”), PHILCO EXPLORATION, LLC, a Utah Limited Liability Company (such obligations being the “Guaranteed ObligationsPhilco” or “Subsidiary”) and ACF PROPERTY MANAGEMENT, INC., a California Corporation (“ACF”) or (“Lender”) (as “Assignee” from FORTUNA ASSET MANAGEMENT, LLC, a California Limited Liability Company (“Fortuna”)), hereby amending, modifying and supplementing that certain LOAN AGREEMENT dated August 10, 2007 (“Loan Agreement”), that certain FIRST AMENDMENT TO LOAN AGREEMENT AUGUST 10, 2007 dated December 10, 2007 (“First Amendment”), and that certain SECOND AMENDMENT TO LOAN AGREEMENT AUGUST 10, 2007 dated June 15, 2009 (the Guarantor agrees said Loan Agreement, First Amendment and Second Amendment hereinafter referred to pay any as the “Current Loan Agreement”) upon the terms, conditions, stipulations 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.agreements as follows:

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

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

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

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

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

Guaranty. THIS IS A GUARANTY by each of the undersigned (ahereinafter referred to as "Guarantor") The to B & K Investment company (hereinafter referred to as "Lessor"). Negotiations between Specialty Extrusions Limited (hereinafter referred to as "Lessee"), and Lessor have culminated in the execution concurrently herewith, of a Lease dated September 1, 1993 by and between Lessor and Lessee (hereinafter referred to as the "Lease"). In consideration of Lessor entering into the Lease, each Guarantor hereby unconditionally and irrevocably guarantees to Lessor the full and punctual prompt payment when dueby Lessee of all sums to be paid, as a guaranty expended and disbursed by Lessee and the full and prompt performance of payment any of the other covenants and not conditions of collection, whether the Lease at the Stated Maturitytimes and in the manner and mode as provided by the Lease. This is a continuing Guaranty, and shall not be affected by any change, modification, alteration, assignment, renewal, compromise, extension, acceleration or supplement of the Lease or any part thereof. This Guaranty shall be irrevocable throughout the term of the Lease and any extension thereof. No act or omission on the part of Lessor and no agreement of any kind between Lessor and Lessee shall in any manner or to any extent releases or change or modify or affect the obligation and liability of each Guarantor. This Guaranty shall be an independent obligation of each Guarantor and is independent of the obligation and liability of each Guarantor. This Guaranty shall be an independent obligation of each Guarantor and is independent of the obligation and liabilities of Lessee. A separate action or actions may be brought against Lessee and whether Lessee be joined in any such action or actions. Each Guarantor waives all statutes of limitations affecting his obligations or liabilities hereunder or the enforcement thereof. Each Guarantor expressly waives any and all demands and notices of every type, nature, kind and description whatsoever to which such Guarantor might otherwise be entitled by law, including, but not limited to, notice of acceptance hereof, protests, presentment, notice of protest, notice of the incurring by Lessee of obligations or liabilities, defaults, notice of default, or earlier or later by acceleration or otherwise, breach 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 non- payment. Each Guarantor agrees to pay any and all expenses (including reasonable and documented counsel attorneys' fees and expenses) costs incurred by the Trustee or any Noteholder Lessor in enforcing any rights under this Guaranty with respect to such Guaranteed Obligationswhether or not suit is brought. Without limiting the generality of the foregoing, the Guarantor’s liability This Guaranty shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Issuer inure to the Trustee or any Noteholder under the Indenture benefit of Lessor 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 binding upon each Guarantor and unconditional upon receipt by it of the notice contemplated herein absent manifest errortheir respective heirs, administrators, executors, successors and assigns. The Guarantor shall not be relieved of its obligations hereunder unless Dated: March 11, 1994. Guarantor: ____________________________________ ▇▇▇▇▇▇ Safer /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ------------------------------------ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ------------------------------------ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ADDENDUM TO STANDARD INDUSTRIAL LEASE Dated September 1, 1993 By and until the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder (Between B & K Investment Company 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.Specialty Extrusions Limited

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 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 Subject 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 Guarantee Requirement, the Borrower will, and will cause each Loan Party to, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Guarantee Requirement continues to be satisfied, including upon (i) the formation or acquisition after the Restatement Date of any Restricted Subsidiary that is a Material Subsidiary, (ii) the designation of any Unrestricted Subsidiary that is a Material Subsidiary as a Restricted Subsidiary, (iii) any Restricted Subsidiary ceasing to be an Immaterial Subsidiary or (iv) any Restricted Subsidiary that is a Domestic Subsidiary ceasing to be an Excluded Subsidiary, on or before the date that is thirty (30) days after the relevant formation, acquisition, designation or cessation occurred (or such longer period as the Administrative Agent may reasonably agree in its sole discretion), the Borrower shall (A) cause such Restricted Subsidiary (other than any Excluded Subsidiary) to comply with the applicable requirements set forth in the definition of “Guarantee Requirement” and (B) upon the reasonable request of the Administrative Agent, cause the relevant Restricted Subsidiary to deliver to the Administrative Agent a customary opinion of counsel for such Restricted Subsidiary, addressed to the Administrative Agent and the Notes. Lenders. For the avoidance of doubt, (ca) 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 Borrower shall have indefeasibly received all amounts the option to cause any wholly-owned Restricted Subsidiary to become a Guarantor even if such Restricted Subsidiary is not otherwise required to become a Guarantor pursuant to the terms of this Agreement or any other Loan Document and (b) to the extent any such Restricted Subsidiary is an Excluded Subsidiary, such Restricted Subsidiary shall no longer be paid by an Excluded Subsidiary from and after the date such Restricted Subsidiary becomes a Guarantor. Upon any such election, such Restricted Subsidiary shall only become a Guarantor hereunder (upon execution and any Event delivery 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 a Guaranty Joinder Agreement and upon satisfaction of the entire principal, all accrued interest and all other amounts due applicable terms and owing conditions set forth in respect of the Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business DayGuarantee Requirement.

Guaranty. Guarantor, as primary obligor and not merely as surety, absolutely, irrevocably, and unconditionally guarantees to the Sellers the due and punctual observance, payment, performance, and discharge of all obligations and liabilities of Purchaser pursuant to this Agreement and any Purchaser Ancillary Document (collectively, the “Guarantied Obligations”). Guarantor hereby represents and warrants to the Sellers that (a) The Guarantor hereby unconditionally is a corporation duly incorporated and irrevocably guarantees validly existing under the laws of Delaware, (b) Guarantor has all requisite corporate power to execute and deliver this Guaranty and to perform its obligations hereunder, (c) all necessary corporate action required to be taken under applicable Law for the due authorization of the execution and delivery by Guarantor of this Guaranty and the performance of its obligations hereunder has been duly taken by Guarantor, (d) this Guaranty has been duly executed and delivered by Guarantor and, assuming the due execution and delivery of this Agreement by the other Parties, constitutes a valid and binding obligation of Guarantor. If any Guarantied Obligation is not paid when due or is not otherwise performed or discharged according to its terms, or upon any breach or default by Purchaser of or under this Agreement or any Purchaser Ancillary Document in connection with the transactions contemplated hereby, the Sellers shall be entitled to proceed directly and at once against Guarantor to enforce such Guarantied Obligation or to collect and recover the full and punctual payment when amount or any portion of such Guarantied Obligations then due, as a without first proceeding against Purchaser and without joining Purchaser in any proceeding against Guarantor. This guaranty is an absolute and unconditional guarantee of payment and performance and not of collection, whether at collection and is not in any way conditioned or contingent upon any attempt to collect from or enforce performance by Purchaser or upon any other event or condition whatsoever. Guarantor will be liable to the Stated Maturity, or earlier or later by acceleration or otherwise, of Sellers for all obligations of the Issuer now or hereafter existing under the Indenture reasonable and the Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), documented costs and the Guarantor agrees to pay any and all expenses (including reasonable and documented counsel attorneys’ fees and expensesexpenses (including those for reasonable appellate proceedings)) incurred by the Trustee or any Noteholder Sellers in enforcing any rights under performance of or collection of this Guaranty with respect to such Guaranteed ObligationsGuaranty. Without limiting the generality The liability 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 not be absolute and unconditional upon receipt released, suspended, discharged, terminated, modified or otherwise affected by it any circumstances or occurrence whatsoever, including any of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved following: (w) any bankruptcy, insolvency, reorganization, merger, consolidation, dissolution, liquidation or other like proceeding or occurrence relating to Purchaser; (x) the assignment of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder this Agreement; (and y) a change in control of Purchaser; or (z) any Event of Default under the Indenture has been curedother circumstance that might otherwise constitute a defense against, it being understood that the or a legal or equitable discharge of, Guarantor’s obligations hereunder shall terminate following payment by liability under this Guaranty. This Guaranty is not subject to any lack of consideration or similar defense, and Guarantor hereby waives any suretyship defenses which it otherwise might have or assert in the Issuer and/or event of enforcement hereof. Notwithstanding the Guarantor foregoing provisions of this Section 12.23, (i) the entire principal, all accrued interest and all other amounts due and owing in respect total liability of the Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable not exceed the total liability of Purchaser hereunder and is limited in U.S. dollars and in immediately available funds the aggregate to the Trustee. All payments actually received Cap, and (ii) Guarantor shall be entitled to assert any and all defenses that would be available to Purchaser in an action brought by the Trustee pursuant Sellers against Purchaser 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 enforce the Trustee on the next succeeding Business DayGuaranteed Obligations. [SIGNATURE PAGES IMMEDIATELY FOLLOW.]

Guaranty. In consideration of Landlord entering into the Lease with Tenant (awhich it would not have done but for execution of this Guaranty) The Guarantor and other good and valuable consideration, the undersigned guarantor(s), jointly and severally do hereby unconditionally guaranty to the Landlord, to any mortgagee holding a mortgage on the property of which the Leased premises is a part and irrevocably guarantees the their successors and assigns, full prompt and punctual payment when due, as a guaranty of complete payment and not performance by Tenant of collectioneach and every covenant, whether at condition and provision contained in the Stated Maturity, or earlier or later by acceleration or otherwise, of all obligations of Lease with no less force and effect than if the Issuer now or hereafter existing under guarantor(s) were named as 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”)Tenant in said Lease, and the Guarantor agrees to guarantor(s) jointly and severally will on demand pay all such amounts at any time in arrears and will make good any and all expenses (including reasonable defaults occurring under said Lease. This Guaranty shall be absolute, continuing and documented counsel fees unlimited and expensesthe Landlord shall not be required to take any proceedings against the Tenant or give any notice to the guarantor(s) incurred before the Landlord has a right to demand payment or performance by the Trustee or any Noteholder in enforcing any rights under this Guaranty with respect to such Guaranteed Obligationsguarantor(s) hereunder. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts The undersigned guarantor(s) further agree 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 remain and unconditional upon receipt by it continue in full force and effect as to any renewal, modification or extension of the notice contemplated herein absent manifest error. The Guarantor Lease and that this guaranty and the liability created thereunder shall not be relieved of its obligations hereunder unless and until impaired by Landlord taking any action against the Trustee shall have indefeasibly received all amounts Tenant. If Landlord is required to be paid by the Guarantor hereunder (and take any Event of Default action 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 guarantor(s) shall be liable for any and all attorney's fees and costs incurred as a result thereof.. Notwithstanding anything in this guaranty to have been received by the Trustee on contrary, in the next succeeding Business Dayevent tenant at the end of the 24th month of the term of this lease is not in default or otherwise in breach thereof, the guarantor's liability under this guaranty shall be limited to those matters arising or accruing during the first 24 months of this leas only; otherwise this guaranty shall remain in full force and effect for the entire lease period.

Guaranty. As additional consideration for Landlord to enter into this Lease, Tenant shall cause Heritage Global Inc., a Florida corporation (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 ObligationsGuarantor”), to execute the guaranty attached hereto as Exhibit I and Tenant shall deliver same to Landlord contemporaneously with Tenant’s execution hereof. Tenant’s failure to deliver such guaranty as required in 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 preceding sentence 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 an automatic Event of Default under the Indenture this Lease, with no notice being necessary to Tenant, and Landlord shall be entitled to exercise any and all rights and remedies available to it hereunder, as well as at law or in equity. OSHA Regulations. Tenant acknowledges that it has been cured, it being understood that notified of the Guarantor’s obligations hereunder shall terminate following payment presence or potential presence of asbestos-containing materials (“ACM”) and materials designated by the Issuer and/or Occupational Safety and Health Administration (“OSHA”) as presumed asbestos-containing materials (“PACM”) located in the Guarantor Premises, the Building or the Complex. The following materials must, in accordance with OSHA regulations, be treated as PACM: any thermal system insulation and surfacing material that is sprayed on, troweled on, or applied in some other manner, 42 as well as any resilient flooring material installed in 1980 or earlier. Upon written request by Tenant, Landlord shall provide Tenant with copies of the entire principalany information pertaining to ACM or PACM in Landlord’s files. . LANDLORD AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE PREMISES ARE SUITABLE FOR TENANT’S INTENDED COMMERCIAL PURPOSE, 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 deemedAND TENANT’S OBLIGATION TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE CONDITION OF THE PREMISES OR THE PERFORMANCE BY LANDLORD OF ITS OBLIGATIONS HEREUNDER, for purposes of this GuarantyAND, to have been received by the Trustee on the next succeeding Business DayEXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, TENANT SHALL PAY THE RENT, WITHOUT ABATEMENT, DEMAND, SETOFF OR DEDUCTION, NOTWITHSTANDING ANY BREACH BY LANDLORD OF ITS DUTIES OR OBLIGATIONS HEREUNDER, WHETHER EXPRESS OR IMPLIED.

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 Guarantied Obligations is paid by Company, the obligations of each 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 Guarantied Party or any other Beneficiary 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 Company to pay any of the Guarantied Obligations when and as the same shall become due, each Guarantor will upon demand pay, or cause to be paid, in cash, to Guarantied Party for the ratable benefit of Beneficiaries, an amount equal to the aggregate of the unpaid Guarantied Obligations. (b) Anything contained in this Guaranty to the contrary notwithstanding, the obligations of each Guarantor under this Guaranty and the other Note Documents shall be limited to a maximum aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any applicable provisions of comparable state law (collectively, the Fraudulent Transfer Laws), in each case after giving effect to all other liabilities of such non-payment from Guarantor, contingent or otherwise, that are relevant under the TrusteeFraudulent Transfer Laws (specifically excluding, the however, any liabilities of such Guarantor will make immediate payment (x) in respect of intercompany indebtedness to Company or other affiliates of Company to the Trustee extent that such indebtedness would be discharged in an amount equal to the amount paid by such Guarantor hereunder and (y) under any guaranty of subordinated Indebtedness which guaranty contains a limitation as to maximum amount similar to that set forth in this Section 1(b), pursuant to which the liability of such Guarantor hereunder is included in the liabilities taken into account in determining such maximum amount) and after giving effect as assets to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation, reimbursement, indemnification or contribution of such amount Guarantor pursuant to applicable law 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 pursuant to be paid under the terms of the Indenture and the Notesany agreement. (c) The obligation Each Guarantor under this Guaranty, and each guarantor under any other guaranties of the Obligations of the Company under the Purchase Agreement and the Notes (the Related Guaranties) that contain a contribution provision similar to that set forth in this Section 1(c), together desire to allocate among themselves (collectively, the Contributing Guarantors), in a fair and equitable manner, their obligations arising under this Guaranty and the Related Guaranties. Accordingly, in the event any payment or distribution is made on any date by a Guarantor under this Guaranty or a guarantor under a Related Guaranty, each such Guarantor or such other guarantor shall be absolute and unconditional upon receipt by it entitled to a contribution from each of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved of its obligations hereunder unless and until other Contributing Guarantors in the Trustee shall have indefeasibly received all amounts required maximum amount permitted by law so as to be paid by maximize 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 aggregate amount 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 Guarantied Obligations paid 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 DayBeneficiaries.

Guaranty. Guarantor hereby (a) The Guarantor hereby unconditionally and irrevocably guarantees unto Lender the full and punctual timely payment when of the amounts due, or to become due, to Lender under the Recourse Obligations and (b) agrees with Lender to pay to Lender (i) the amounts due under the Recourse Obligations within five (5) days from the date Lender notifies Guarantor of Borrower’s failure to pay the same, if and when the same becomes due, and at the place specified in the Note for payment and (ii) Lender’s reasonable attorneys’ fees and all court costs incurred by Lender in enforcing or protecting any of Lender’s rights, remedies or recourses hereunder. 2. Guarantor’s Representations and Warranties. Guarantor hereby warrants and represents unto Lender as follows: 114250603.5 (a) that this Guaranty constitutes the legal, valid and binding obligation of Guarantor and is fully enforceable against Guarantor in accordance with its terms; (b) Guarantor is solvent and the execution of this Guaranty Agreement does not render Guarantor insolvent. Any and all financial statements, balance sheets, net worth statements and other financial data which have heretofore been furnished to Lender with respect to Guarantor fairly and accurately present the financial condition of Guarantor as of the date they were furnished to Lender and, since that date, there has been no material adverse change in the financial condition of Guarantor; (c) that there are no legal proceedings or material claims or demands pending against or, to the best of Guarantor's knowledge threatened against, Guarantor or any of its assets which would materially adversely impact Guarantor’s ability to repay its obligations hereunder; (d)that the execution and delivery of this Guaranty and the assumption of liability hereunder have been in all respects authorized and approved by Guarantor and its general partner; Guarantor has full authority and power to execute this Guaranty and to perform its obligations hereunder; and (e) that neither the execution nor the delivery of this Guaranty nor the fulfillment and compliance with the provisions hereof will conflict with, result in a breach of, constitute a default under or result in the creation of any lien, charge, or encumbrance upon any property or assets of Guarantor under any agreement or instrument to which Guarantor is now a party or by which it may be bound. 3. Waiver. Guarantor hereby waives (a) all notices of acceptance hereof, protest, demand and dishonor, presentment, notice of nonpayment, notice of intention to accelerate maturity, notice of acceleration of maturity and all notices and demands of any kind now or hereafter provided for by any statute or rule of law other than the five (5) day notice referred to in Paragraph 1 above, (b) any and all requirements that Lender institute any action or proceeding, or exhaust or attempt to enforce any or all of Lender’s right, remedies or recourses against Borrower or anyone else or in respect of any mortgaged property or collateral covered by any Loan Documents (as defined in the Mortgage), or join Borrower or any other persons liable on the Recourse Obligations in any action to enforce this Guaranty as a condition precedent to bringing an action against Guarantor upon this Guaranty, it being expressly agreed that the liability of Guarantor hereunder shall be primary and not secondary, (c) any defense arising by reason of any disability, insolvency, lack of authority or power, death, insanity, minority, dissolution or any other defense of Borrower, or any other surety, co-maker, endorser or guarantor of the Recourse Obligations (even though rendering same void, unenforceable or otherwise uncollectible), it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other such person be found not liable thereon for any reason, (d) all suretyship defenses of every kind and nature and (e) any claim Guarantor might otherwise have against Lender by virtue of Lender’s invocation of any right, remedy or recourse permitted it hereunder or under the Loan Documents. This is a guaranty of payment and not a guaranty of collection, whether at the Stated Maturity, or earlier or later by acceleration or otherwise, of all obligations of the Issuer now or hereafter existing under the Indenture and the Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and the Guarantor agrees to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder in enforcing any rights under this Guaranty with respect to such Guaranteed Obligations. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Issuer to the Trustee or any Noteholder under the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuer. (b) In the event that the Issuer does not make payments to the Trustee of all or any portion of the Guaranteed Obligations, upon receipt of notice of such non-payment from the Trustee, the Guarantor will make immediate payment to the Trustee of any such amount or portion of the Guaranteed Obligations owing or payable under the Indenture and the Notes. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid on the date that such amounts were required to be paid under the terms of the Indenture and the Notes. (c) The obligation of the Guarantor under this Guaranty shall be absolute and unconditional upon receipt by it of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in respect of the Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business Day.114250603.5

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 2029 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 2029 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 2029 Notes. Such notice shall specify the amount or amounts under the Indenture and the 2029 Notes that were not paid on the date that such amounts were required to be paid under the terms of the Indenture and the 2029 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 2029 Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars pounds sterling and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York London time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business Day.

Guaranty. (a) The Guarantor hereby unconditionally and irrevocably guarantees the full and punctual payment when due, as a guaranty of payment and not of collection, whether at the Stated Maturity, or earlier or later by acceleration or otherwise, of all obligations of the Issuer now or hereafter existing under the Indenture and the 2017 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 2017 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 2017 Notes. Such notice shall specify the amount or amounts under the Indenture and the 2017 Notes that were not paid on the date that such amounts were required to be paid under the terms of the Indenture and the 2017 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 2017 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 FOR VALUE RECEIVED and irrevocably guarantees the full in consideration for and punctual payment when dueas an inducement to Landlord granting, as a guaranty of payment and not of collectionexecuting, whether at the Stated Maturity, or earlier or later by acceleration or otherwise, of all obligations delivering that certain lease of the Issuer now or hereafter existing under Premises referenced in the Indenture and annexed lease for the Notesproperty located at L▇▇ ▇, whether for principal▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, interest▇▇▇▇▇▇, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (such obligations being the “Guaranteed ObligationsLease”), by PW CO CanRE JAB LLC the Landlord (hereinafter called “Landlord”) to JAB Industries LTD, the Tenant therein named (hereinafter called “Tenant”), and in further consideration of the Guarantor agrees sum of Ten Dollars ($10.00) and other good and valuable consideration paid by Landlord to the undersigned (the receipt and sufficiency thereof being mutually acknowledged), the undersigned does hereby absolutely and unconditionally guarantee to Landlord the full and timely payment of the rent, additional rents and other charges (hereinafter collectively called “rents”) and the full and timely performance of all other terms, covenants and conditions contained in the Lease on the part of the tenant under the Lease to be paid and/or to be performed thereunder, and if any default shall be made by the tenant under the Lease, the undersigned does hereby covenant and agree to pay to Landlord in each and every instance such sum or sums of money such tenant is or shall become liable for and/or obliged to pay under the Lease and/or fully to satisfy and perform any and all such other terms, covenants and conditions of the Lease on the part of the tenant thereunder to be paid or performed and also to pay any and all damages, expenses and attorneys’ fees including those incurred at all pre-trial, trial and appellate levels, and including attorneys’ fees in any bankruptcy proceedings, in any case whether suit be instituted or not (including reasonable and documented counsel fees and expenseshereinafter collectively called “damages”) that may be suffered or incurred by Landlord in consequence of the Trustee non-payment, partial payment or late payment of said rents or the non-performance, partial performance or late performance of any Noteholder such other terms, covenants and conditions of the Lease; such payments or rents to be made monthly or at such other intervals as the same shall or may become payable under the Lease, including any accelerations thereof; such performance of said other terms, covenants and conditions to be made when due under the Lease and such damages to be paid when incurred by Landlord, all without requiring any notice from Landlord or proof of notice or demand, all of which the undersigned hereby expressly waives. The undersigned hereby waives notice of the acceptance of this Guaranty and any notice to or demand upon the undersigned which Landlord might otherwise be required to give or make in enforcing connection with any rights matter relating to this Guaranty. This Guaranty is absolute and is not conditioned upon the genuineness, validity, regularity or enforceability of the Lease. The maintenance of any action or proceeding by Landlord to recover any sum or sums that may be or become due under the Lease or to secure the performance of any of the other terms, covenants and conditions of the Lease or to recover damages, shall not preclude Landlord from thereafter instituting and maintaining subsequent actions or proceedings for any subsequent default or defaults of the tenant under the Lease. The undersigned does hereby consent that without affecting the liability of the undersigned under this Guaranty with respect and without notice to the undersigned, time may be given by Landlord to the tenant under the Lease for payment of rents and performance of said other terms, covenants and conditions, or any of them, and such Guaranteed Obligations. Without limiting time extended and indulgences granted, from time to time, shall not diminish or affect the generality obligations of the foregoingundersigned or relieve the undersigned from any liability under this Guaranty. The undersigned agrees that the tenant may be dispossessed and/or Landlord may avail itself of or exercise any or all of the rights and/or remedies against the tenant provided by law or by the Lease, and may proceed either against the tenant alone or jointly against the tenant and the undersigned or against the undersigned alone without proceeding against the tenant. The undersigned does hereby further consent to any subsequent changes, modifications and/or amendments of the Lease and any of its terms, covenants and conditions, or in the rents payable thereunder, and/or to any assignment or assignments or subleases of the Lease, and/or to any renewals or extensions thereof, all of which may be made without notice to or consent of the undersigned and without in any manner releasing or relieving the undersigned from liability under this Guaranty. The undersigned does hereby further agree that in respect of any payments made by the undersigned hereunder, the Guarantor’s liability undersigned shall extend not have any rights based on suretyship or otherwise to stand in the place of Landlord so as to compete with Landlord as a creditor of Tenant or any co-guarantor, irrespective of any lien subordination otherwise granted by Landlord, unless and until all amounts claims of Landlord under the Lease shall have been fully paid and satisfied. The undersigned further agrees that constitute part the bankruptcy of Tenant or the filing by or against Tenant for relief or remedy under the Federal Bankruptcy Code or any foreign, state or local laws of similar import shall have no effect on the obligations of the Guaranteed Obligations undersigned hereunder notwithstanding that the Lease may have been disaffirmed or otherwise impaired. This Guaranty and would any of the provisions hereof cannot be owed modified, waived or terminated, unless in writing, signed by the Issuer Landlord. All losses, damages, attorneys’ fees through all levels of proceedings, whether or not suit be instituted, and other costs and expenses of whatsoever nature which Landlord incurs in connection with or incidental 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 enforcement 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 payable immediately by the undersigned to Landlord. If the undersigned fails to pay any amount payable under this Guaranty when due, interest on such amount shall accrue at the highest legal rate per annum chargeable to the undersigned in the State wherein the Demised Premises are situate. The provisions of this Guaranty shall apply to and unconditional bind and inure to the benefit of the undersigned and Landlord and their respective heirs, legal representatives, successors and assigns; and if there is more than one (1) Guarantor, the liability hereunder shall be joint and several. The undersigned further represents to Landlord, as an inducement for Landlord to make the Lease, that the undersigned (or either of them, alone) owns all of the entire outstanding capital (and/or other) stock (or evidence of ownership interests) of the Tenant, that the execution and delivery of this Guaranty is not in contravention of the charter or by-laws or applicable state laws governing such Tenant (or the undersigned where the undersigned is an entity), and has been duly authorized by the Board of Directors and/or managing member, if required, its shareholders or other ownership interest holders of Tenant (and the undersigned where the undersigned is an entity). During the Term of the Lease which this Guaranty is related to, Guarantor covenants and agree that they will not invest in or build or operate a facility that is reasonably likely to have a negative impact on the performance of the Property during the Term of the Lease and that Tenant and Guarantor will not operate, invest in or build such a competitive facility unless the status of the operations at the Premises and the net operating income actually support the need for additional facilities. Guarantor covenants and agrees to focus a sufficient and appropriate amount their professional acumen and time and attention on Tenant’s activities and Tenant’s ability to service its debt and pay its Rent to Landlord on a consistent and timely basis. Upon request of Landlord (or any successor thereto), the undersigned agrees to deliver (i) a Secretary’s certification and resolution authorizing the execution and delivery of the Lease and/or, (ii) from time to time, a written estoppel statement assuring the recipient that this Guaranty remains in full force and effect and is fully enforceable in accordance with its terms, and including any other reasonable statement relating hereto as the requesting party may require. The undersigned hereby irrevocably consents and submits to the jurisdiction of any federal, state, county or municipal court sitting in the State of Colorado in respect to any action or proceeding brought therein by Landlord against the undersigned concerning any matters arising out of or in any way relating to the Lease or this Guaranty. The undersigned hereby irrevocably consents to the service upon receipt by it of process in any such action or proceeding by the notice contemplated herein absent manifest errormailing of such process to the undersigned at the Premises or at such other address as the undersigned may specify in a writing sent to Landlord by certified or registered mail, return receipt requested, and hereby agrees that such service shall be deemed sufficient. The Guarantor undersigned agrees that any final judgment rendered against it in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. The undersigned further agrees that any action or proceeding by the undersigned against Landlord in respect to any matters arising out of or in any way relating to the Lease or this Guaranty shall be brought only in the State Court having jurisdiction over the County and/or municipality or local political subdivision (as applicable) where the Property covered by the Lease is located, and that the undersigned shall not object in any proceeding to the jurisdiction and venue thereof. This Guaranty shall be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be paid governed by the Guarantor hereunder (and any Event internal laws of Default the State of Colorado without regard to conflicts of laws principles. Notwithstanding anything to the contrary contained herein, so long as there is not an existing default under the Indenture has been curedLease or an event of default which is ongoing on the fifteenth (15th) anniversary of the Commencement Date of the Lease, it being understood that this Guaranty and the Guarantor’s obligations hereunder shall terminate following payment by thereafter be of no further force or effect and this Guaranty shall terminate. If an event of default exists on the Issuer and/or the Guarantor fifteenth (15th) anniversary of the entire principal, all accrued interest and all other amounts due and owing in respect Commencement Date of the Notes Lease, this Guaranty shall remain in full force and effect for the Indentureremainder of the Term of the Lease. All amounts payable Undersigned guarantors who indicate accordingly, represent and warrant that they are married to each other as husband and wife. AS A FURTHER INDUCEMENT TO LANDLORD TO MAKE THE LEASE AND IN CONSIDERATION THEREFOR, LANDLORD AND THE UNDERSIGNED HEREBY AGREE THAT IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER LANDLORD OR THE UNDERSIGNED AGAINST THE OTHER IN RESPECT TO ANY MATTERS WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE LEASE OR THIS GUARANTY, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THAT LANDLORD AND THE UNDERSIGNED SHALL AND DO HEREBY WAIVE TRIAL BY JURY; AND THE PARTIES FURTHER HEREBY WAIVE THE RIGHT TO CONSOLIDATE ANY ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL HAS NOT BEEN WAIVED. THE FOREGOING WAIVERS ARE IRREVOCABLE AND MUTUALLY, KNOWINGLY, WILLINGLY, INTENTIONALLY AND VOLUNTARILY MADE AFTER EACH PARTY HAS HAD THE BENEFIT OF OR OPPORTUNITY TO GAIN LEGAL ADVICE AND COUNSEL. EACH PARTY REPRESENTS, WARRANTS AND AFFIRMS TO THE OTHER THAT NO PARTY HAS IN ANY WAY AGREED, REPRESENTED OR OTHERWISE SUGGESTED OR IMPLIED THAT IT WILL NOT FULLY ENFORCE THE FOREGOING WAIVERS IN ALL INSTANCES. LANDLORD IS DEEMED TO HAVE JOINED IN THE WAIVERS OF JURY TRIAL AND RELATED PROVISIONS OF THIS CAPITALIZED PARAGRAPH BY ITS ACCEPTANCE OF THIS GUARANTY. NOTWITHSTANDING THE FOREGOING IN THE EVENT ANY PROVISION OF THIS GUARANTY IS PROHIBITED, UNENFORCEABLE OR INVALID UNDER THE LAWS OF ANY JURISDICTION, INCLUDING THOSE OF THE STATE INDICATED ABOVE, SUCH PROHIBITION, UNENFORCEABLE OR INVALID PROVISION SHALL NOT IN ANY FASHION AFFECT THE ENFORCEABILITY OR VALIDITY OF THE REMAINING PROVISIONS HEREOF. Dated _________________, 2019 WITNESSES: [Each Witness as to both Guarantor executions] GUARANTORS: __________________________ Name: Social Sec. no. xxx-xx- __ __ __ __ _______________________________ [Witness Sign & Print Above] __________________________ Name: J▇▇▇ ▇▇▇ _______________________________ [Witness Sign & Print Above] Social Sec. no. xxx-xx- __ __ __ __ HOME ADDRESS: FACSIMILE OR CELL NO.: HOME TELEPHONE: STATE OF ________________ ) ) ss: COUNTY OF ______________ ) The foregoing instrument was sworn to and acknowledged before me this _____ day of _____, 2019, by the Guarantor hereunder shall be payable in U.S. dollars _____ and in immediately available funds ___, husband and wife, who are each personally known 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 deemedme or who produced as identification, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business Dayand who did each take an oath.

Guaranty. (a) The Guarantor hereby unconditionally This is an absolute, unconditional, irrevocable, and irrevocably guarantees the full and punctual payment when due, as a continuing guaranty of payment and performance, and not merely of collection, whether and the circumstance that at any time or from time to time any Guaranteed Debt may be paid in full does not affect the Stated Maturityobligation of each Guarantor with respect to any Guaranteed Debt thereafter incurred. This Guaranty shall remain in effect until the Guaranteed Debt is fully paid and performed, all commitments to extend any credit under the Loan Documents have terminated, all Letters of Credit have expired or been terminated, and all Swap Contracts with any Lender or any Affiliate of any Lender have expired; provided that this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any other obligor on any Guaranteed Debt is made, or earlier any Benefitted Party exercises its right of setoff, in respect of any Guaranteed Debt and such payment or later the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by acceleration any Benefitted Party) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, of all as if such payment had not been made or such setoff had not occurred. No Guarantor may rescind or revoke its 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 any Guaranteed ObligationsDebt. Without limiting Notwithstanding any contrary provision, it is the generality intention of each Guarantor and each Benefitted Party that the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part amount of the Guaranteed Obligations and would be owed Debt guaranteed 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 each Guarantor under this Guaranty shall be absolute and unconditional upon receipt in, but not in excess of, the maximum amount permitted by it fraudulent conveyance, fraudulent transfer, or similar insolvency Laws applicable to such Guarantor. Accordingly, notwithstanding anything to the contrary contained in this Guaranty or any other agreement or instrument executed in connection with the payment or performance of any of the notice contemplated herein absent manifest error. The Guaranteed Debt, the amount of the Guaranteed Debt guaranteed by each Guarantor under this Guaranty shall be limited to an aggregate amount equal to the largest amount that would 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 render such Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor subject to avoidance under Section 548 of the entire principalUnited States Bankruptcy Code or any comparable provision of any applicable state Law. The obligations of each Guarantor hereunder are those of primary obligor, all accrued interest and all other amounts due not merely as surety, and owing in respect are independent of the Notes Guaranteed Debt and the Indentureobligations of any other obligor for the Guaranteed Debt. 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 F-2 Form 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 euros and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York London time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business Day.

Guaranty. (a) The Guarantor hereby absolutely, 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”"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 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. (a) The Guarantor hereby irrevocably and 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 Maturityoperation of the automatic stay under Section 362(a) of the Bankruptcy Code, or earlier or later by acceleration or otherwise, of 11 U.S.C. (S) 362(a)). The term "Guarantied Obligations" means any and all obligations of the Issuer Subsidiaries, now or hereafter existing under incurred and however arising in connection with 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 Selected Revolving Lender Cash Management Services. 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 any Subsidiary (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 any Subsidiary 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 any Subsidiary, 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 any Business Day Subsidiary to pay any 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 Guarantor Company requests the Banks to extend credit or to permit credit to remain outstanding to the Eligible Subsidiaries under this Agreement and, in consideration thereof, the Company 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, of and at all obligations times thereafter, of the Issuer now Subsidiary Obligations incurred by Eligible Subsidiaries. Company waives notice of the acceptance of this Parent Guaranty and of the extension or hereafter existing under continuation of the Indenture and Subsidiary Obligations or any part thereof. Company further waives presentment, protest, notice, demand or action on delinquency in respect of the NotesSubsidiary Obligations of Eligible Subsidiaries or any part thereof, whether including any right to require the Banks to ▇▇▇ the applicable Eligible Subsidiary or require the Banks to make demand upon the applicable Eligible Subsidiary for principalpayment, interestany other guarantor or any other person obligated with respect to the Subsidiary Obligations of Eligible Subsidiaries or any part thereof, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (to enforce payment thereof against any collateral securing 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 Subsidiary Obligations or any Noteholder in enforcing part thereof and provided further that if at any rights under this Guaranty time any payment of any portion of such Subsidiary Obligations is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy or reorganization of the Eligible Subsidiary or otherwise, Company's obligations hereunder with respect to such Guaranteed Obligationspayment shall be reinstated at such time as though such payment had not been made. Without limiting the generality The validity and enforceability of this Parent Guaranty shall not be impaired or affected by any of the foregoingfollowing: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guarantor’s liability shall extend to all amounts that constitute part Subsidiary Obligations of the Guaranteed Obligations and would be owed by the Issuer to the Trustee Eligible Subsidiaries or any Noteholder under the Indenture and the Notes but for the fact that they are unenforceable part thereof or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuer. any agreement relating thereto at any time; (b) In any failure or omission to enforce any right, power or remedy with respect to the event that Subsidiary Obligations of Eligible Subsidiaries or any part thereof or any agreement relating thereto, or any collateral securing the Issuer does Subsidiary Obligations of Eligible Subsidiaries or any part thereof; (c) any waiver of any right, power or remedy or of any default with respect to the Subsidiary Obligations of Eligible Subsidiaries or any part thereof or any agreement relating thereto or with respect to any collateral securing the Subsidiary Obligations of Eligible Subsidiaries or any part thereof; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Subsidiary Obligations of Eligible Subsidiaries or any part thereof, any other guaranties with respect to the Subsidiary Obligations of Eligible Subsidiaries or any part thereof, or any other obligation of any person or entity with respect to the Subsidiary Obligations of Eligible Subsidiaries or any part thereof; (e) the enforceability or validity of the Subsidiary Obligations of Eligible Subsidiaries or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Subsidiary Obligations of Eligible Subsidiaries or any part thereof; or (f) the application of payments received from any source to the payment of indebtedness of the Company or an Eligible Subsidiary other than the Subsidiary Obligations of Eligible Subsidiaries, any part thereof or amounts which are not make covered by this Parent Guaranty even though the Bank might lawfully have elected to apply such payments to any part or all of the Trustee Subsidiary Obligations of Eligible Subsidiaries or to amounts which are covered by this Guaranty, all whether or not the Company shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (f) of this paragraph. It is agreed that Company's liability hereunder is several and independent of any other guaranties or other obligations at any time in effect with respect to the Subsidiary Obligations or any portion part thereof and that Company's liability hereunder may be enforced regardless of the Guaranteed Obligationsexistence, upon receipt of notice of such validity, enforcement or non-payment from the Trustee, the Guarantor will make immediate payment to the Trustee enforcement of any such amount other guaranties or portion other obligations. Credit may be granted or continued under this Agreement from time to time by the Banks to the Eligible Subsidiaries without notice to or authorization from Company regardless of the Guaranteed Obligations owing Eligible Subsidiaries' financial or payable under other condition at the Indenture and the Notestime of any such grant or continuation. Such notice The Bank shall specify the amount have no obligation to disclose 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 discuss with Company its assessment of the Indenture and the Notes. (c) The obligation financial condition of the Guarantor under this Guaranty shall be absolute and unconditional upon receipt by it of Eligible Subsidiaries. Until the notice contemplated herein absent manifest error. The Guarantor Subsidiary Obligations are paid in full, the Company shall not be relieved exercise any right of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required subrogation with respect to be paid payments made 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 Company pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Parent 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 Guarantor hereby absolutely, unconditionally and irrevocably guarantees guarantees, as primary obligor and not merely as surety, the full and punctual payment when due and in the currency due, whether at stated maturity or earlier, by reason of acceleration, mandatory prepayment or otherwise in accordance herewith or the Note of the Guarantor’s Allocated Portion of all principal, interest (including all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of the Issuer at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding), expenses, indemnities or other amounts required to be paid by Issuer under the Note (the “Obligations”), whether or not from time to time reduced or extinguished or hereafter increased or incurred, whether or not recovery may be or hereafter may become barred by any statute of limitations, whether or not enforceable as against the Issuer, whether now or hereafter existing, and whether due or to become due. This Guaranty constitutes a guaranty of payment and not of collection. (b) The Guarantor further agrees that, whether at the Stated Maturity, or earlier or later if any payment made by acceleration or otherwise, of all obligations of the Issuer now or hereafter existing under any other Person and applied to the Indenture and the NotesObligations is at any time annulled, whether for principalavoided, interestset aside, make-whole premiumrescinded, Additional Amountsinvalidated, fees, indemnities, costs, expenses declared to be fraudulent or preferential or otherwise (required to be refunded or repaid, then, to the extent of such obligations being the “Guaranteed Obligations”), and the Guarantor agrees to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee payment or any Noteholder in enforcing any rights under this Guaranty with respect to such Guaranteed Obligations. Without limiting the generality of the foregoingrepayment, the Guarantor’s liability hereunder shall extend be and remain in full force and effect, as fully as if such payment had never been made. If, prior to all amounts that constitute part any of the Guaranteed Obligations foregoing, this Guaranty shall have been cancelled or surrendered, this Guaranty shall be reinstated in full force and would be owed by effect, and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the Issuer to the Trustee or any Noteholder under the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuer. (b) In the event that the Issuer does not make payments to the Trustee of all or any portion obligations of the Guaranteed Obligations, upon receipt Guarantor in respect of notice the amount of such non-payment from the Trustee, the Guarantor will make immediate payment to the Trustee of any such amount or portion of the Guaranteed Obligations owing or payable under the Indenture and the Notes. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid on the date that such amounts were required to be paid under the terms of the Indenture and the Notespayment. (c) The obligation For purposes of this Guaranty, the “Guarantor’s Allocated Portion” is that percentage of the Guarantor obligations of the Issuer under this Guaranty shall be absolute and unconditional upon receipt by it of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required Note equal to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations percentage ownership interest in the Issuer as of the date this Guaranty is called upon by the Holder. Notwithstanding anything to the contrary contained herein, the Guarantor’s liability hereunder shall terminate following payment by be limited to the Issuer and/or the Guarantor Guarantor’s Allocated Portion of the entire principal, all accrued interest Obligations and all other amounts due and owing in respect of the Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this under Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business Day15.

Guaranty. (a) The Guarantor hereby guarantees and agrees to be personally liable for any and all sums payable under the Sublease by Tenant and for the full performance and observance of each and every covenant and agreement of Tenant contained in the Sublease (including all exhibits thereto) to the same extent as if Guarantor were the tenant under the Sublease and had executed and delivered the Sublease (including all exhibits attached thereto). Guarantor unconditionally and irrevocably guarantees that all sums stated in the Sublease to be payable by Tenant will be promptly paid in full when due in accordance with the Sublease and punctual payment that Tenant will perform and observe each and every covenant and agreement in the Sublease required to be performed and observed by Tenant. This Guaranty is irrevocable, unconditional and absolute, and if for any reason any such sums shall not be paid promptly when due, Guarantor will promptly after notice thereof and within the time period set forth in the Sublease for the making of payment of any such sums, pay the same to the person entitled thereto pursuant to the Sublease regardless of (a) whether Landlord shall have taken any steps to enforce any rights against Tenant or any other person liable therefor to collect such sum or any part thereof, (b) the termination of the Sublease as a guaranty result of payment and not the default of collection, whether at the Stated MaturityTenant thereunder, or earlier (c) any other condition or later by acceleration or otherwise, of all obligations of the Issuer now or hereafter existing contingency which would not exonerate Guarantor from liability under the Indenture and Sublease if it were 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 tenant thereunder. Guarantor also agrees to pay any to Landlord such further amounts as shall be sufficient to cover the cost and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee expense of collecting such sums or any Noteholder in part thereof or of otherwise 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 Dayincluding, without limitation, reasonable attorneys' fees.

Guaranty. (a) The Replacement 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) Replacement 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 Assuming 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) Replacement Guarantor will make immediate payment to the Trustee agrees that no portion of any such amount sums applied (other than sums received from Replacement 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 Replacement 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 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.