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

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

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

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

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

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

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

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

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

Guaranty. (a) The Guarantor Each Lender hereby unconditionally further authorizes the Administrative Agent, on behalf of and irrevocably guarantees for the full and punctual payment when due, as a guaranty of payment and not of collection, whether at the Stated Maturity, or earlier or later by acceleration or otherwise, of all obligations benefit of the Issuer now or hereafter existing under Lenders, to be the Indenture agent for and representative of the Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and the Guarantor agrees to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder in enforcing any rights under this Guaranty Lenders with respect to such Guaranteed Obligationsthe Guaranty and the Loan Documents. Without limiting the generality of the foregoingSubject to Section 9.02, without further written consent or authorization from any Lender, the Guarantor’s liability shall extend Administrative Agent may execute any documents or instruments necessary to all amounts that constitute part of release any Guarantor from the Guaranteed Obligations and would Guaranty pursuant to Section 9.17 or with respect to which Required Lenders (or such other Lenders as may be owed by the Issuer required to the Trustee or any Noteholder give such consent under the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the IssuerSection 9.02) have otherwise consented. (b) In Anything contained in any of the event that the Issuer does not make payments Loan Documents to the Trustee of contrary notwithstanding, the Borrower, the Administrative Agent and each Lender hereby agree that no Lender shall have any right individually to enforce the Guaranty, it being understood and agreed that all or powers, rights and remedies hereunder and under any portion of the Guaranteed ObligationsLoan Documents may be exercised solely by the Administrative Agent, upon receipt of notice of such non-payment from for the Trustee, the Guarantor will make immediate payment to the Trustee of any such amount or portion benefit of the Guaranteed Obligations owing or payable under the Indenture and the Notes. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid on the date that such amounts were required to be paid under Lenders in accordance with the terms of the Indenture hereof and the Notesthereof. (c) The obligation Notwithstanding anything to the contrary contained herein or any other Loan Document, when all Obligations (other than obligations under or in respect of Specified Swap Agreements or Specified Cash Management Agreements) have been paid in full and all Commitments have terminated or expired and no Letter of Credit shall be outstanding or subject to any pending draw, upon request of the Guarantor under this Guaranty Borrower, the Administrative Agent shall take such actions as shall be absolute and unconditional upon receipt by it of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to release all guarantee obligations provided for in any Loan Document. Any such release of guarantee obligations shall be paid by deemed subject to the Guarantor hereunder (and provision that such guarantee obligations shall be reinstated if after such release any Event portion of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following any payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in respect of the Notes and the Indenture. All amounts payable by the Guarantor hereunder Obligations guaranteed thereby shall be payable in U.S. dollars and in immediately available funds to rescinded or must otherwise be restored or returned upon the Trustee. All payments actually received by insolvency, bankruptcy, dissolution, liquidation or reorganization of the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on Borrower or any Business Day will be deemedGuarantor, for purposes or upon or as a result of this Guarantythe appointment of a receiver, to have intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been received by the Trustee on the next succeeding Business Daymade.

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

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

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

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

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

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

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

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

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

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

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

Guaranty. (a) The 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. 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 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 In order to induce Lender to make the loan evidenced by this note, 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 part of the Issuer now or hereafter existing under the Indenture consideration for making such loan, Guarantor does hereby pledge to Lender a first lien security interest on all of her personal properties and the Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise assets (such obligations being the “Guaranteed ObligationsCollaterals”), without limitation, up to the time the loan evidenced by this note is paid in full and the Guarantor agrees to pay Option is satisfied in full. Upon 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 default under the terms of this note, in addition to Lender’s other remedies at law or in equity, Lender may take any such action as Lender deems advisable with respect to any of Guarantor’s personal properties or assets, including without limitation selling those pledged properties or assets at public or private sale on such terms as Lender deems appropriate; and Lender is authorized to act as Borrower’s attorney in fact to endorse or otherwise effect the Indenture transfer of any of these personal properties or assets or other Collaterals referenced in this note. At any such sale, Lender may be the purchaser. Lender agrees to give Borrower only such notice of sale as is required by applicable law, and in any event Borrower agrees that ten (10) days prior notice of a public or private sale is reasonable notice to Borrower. Lender may determine the Notes. (c) The obligation order of Lender’s pursuit of its remedies under this note. Borrower will, at its expense, take or cause to be taken such other action and execute and deliver or cause to be executed and delivered such additional agreements, documents and things as Lender may request in connection with this Note or the Collaterals, including without limitation the execution and filing of any financing and other statements under the Uniform Commercial Code in effect in any applicable state, and Lender is hereby authorized to sign any such agreement or document or thing or statement on Borrower’s behalf and to file any such statement with or without Borrower’s signature. Notwithstanding the above, the Lender’s action should be limited to the extent that Lender can reasonably expect to recover the sum total of defaulted amount under this Note, including principal, interests and collection costs. In case that the action of Lender generates more than the sum total of defaulted amount, Lender should give the excess amount back to 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 a reasonable time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business Day.

Guaranty. (a) The Guarantor hereby Guarantors jointly and severally irrevocably and unconditionally guaranty, as primary obligors and irrevocably guarantees not merely as sureties, the full due and punctual payment in full of all Guarantied Obligations (as hereinafter defined) when the same shall become due, as a guaranty of payment and not of collection, whether at stated maturity, by acceleration, demand or otherwise (including amounts that would become due but for the Stated Maturity, or earlier or later by acceleration or otherwise, operation of the automatic stay under Section 362(a) of the Bankruptcy Code). The term “Guarantied Obligations” is used herein in its most comprehensive sense and includes any and all obligations of the Parent Issuer now or hereafter existing under the Indenture and the Notesin respect of notes, whether for principaladvances, borrowings, loans, debts, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”including, without limitation, legal fees), indemnities and liabilities of whatsoever nature, now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, whether due or not due, and however arising under or in connection with the Exchange Agreement, the Notes, this Guaranty and the other Note Documents. Each Guarantor agrees to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder in enforcing any rights under this Guaranty with respect to such Guaranteed Obligations. Without limiting the generality acknowledges that a portion of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part proceeds of the Guaranteed Notes may be advanced to it and that the Guarantied Obligations are being incurred for and would be owed by will inure to its benefit. Any interest on any portion of the Issuer to Guarantied Obligations that accrues after the Trustee commencement of any proceeding, voluntary or any Noteholder under involuntary, involving the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization receivership, reorganization, liquidation or similar arrangement of Parent Issuer (or, if interest on any portion of the Guarantied Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guarantied Obligations if said proceeding involving had not been commenced) shall be included in the Issuer. (b) Guarantied Obligations because it is the intention of each Guarantor and Guarantied Party that the Guarantied Obligations should be determined without regard to any rule of law or order that may relieve Parent Issuer of any portion of such Guarantied Obligations. In the event that the Issuer does not make payments to the Trustee of all or any portion of the Guaranteed Obligations, upon receipt of notice of such non-payment from the TrusteeGuarantied Obligations is paid by Parent Issuer, the Guarantor will make immediate payment to the Trustee obligations of any such amount or portion of the Guaranteed Obligations owing or payable under the Indenture and the Notes. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid on the date that such amounts were required to be paid under the terms of the Indenture and the Notes. (c) The obligation of the Guarantor under this Guaranty shall be absolute and unconditional upon receipt by it of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in respect of the Notes and the Indenture. All amounts payable by the each Guarantor hereunder shall continue and remain in full force and effect or be payable reinstated, as the case may be, in U.S. dollars the event that all or any part of such payment(s) is rescinded or recovered directly or indirectly from Guarantied Party or any other Beneficiary as a preference, fraudulent transfer or otherwise, and in immediately available funds any such payments that are so rescinded or recovered shall constitute Guarantied Obligations. Subject to the Trustee. All payments actually received by the Trustee pursuant to other provisions of this Section 2 after 12:00 p.m. (New York time) on 1, upon the failure of Parent Issuer to pay any Business Day of the Guarantied Obligations when and as the same shall become due, each Guarantor will upon demand pay, or cause to be deemedpaid, for purposes of this Guarantyin cash, to have been received by Guarantied Party for the Trustee on ratable benefit of Beneficiaries, an amount equal to the next succeeding Business Dayaggregate of the unpaid Guarantied Obligations.

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

Guaranty. 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 the event a Guarantor is listed in Section 1(n) hereof and such Guarantor executes this Lease, the Guarantor, in consideration of the leasing of the Demised Premises to Tenant, and other good and valuable consideration, does hereby covenant and agree that: (a) The Guarantor does hereby absolutely, unconditionally and irrevocably guarantees guarantee to Landlord the full and punctual complete performance of all of Tenant's covenants and obligations under this Lease and the full payment when dueby Tenant of all rentals, as a guaranty of payment additional charges and other charges and amounts required to be paid hereunder during the entire Term. Guarantor's obligations hereunder shall be primary and not secondary and are independent 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 IssuerTenant. (b) In the event that the Issuer does A corporate action or actions may be brought and prosecuted against Guarantor, whether or not make payments to the Trustee of all action is brought against Tenant or whether Tenant shall be joined in any portion of the Guaranteed Obligations, upon receipt of notice of such non-payment from the Trusteeaction or actions. At Landlord' option, the Guarantor will make immediate payment to may be joined in nay action or proceeding commenced by landlord against Tenant in connection with and based upon any covenants and obligations of this Lease, and the Trustee Guarantor hereby waives any demand by landlord and//or prior action by Landlord 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 Notesnature whatsoever against Tenant. (c) The Guarantor consents to forbearance, indulgences and extensions of time on the part of Landlord being afforded to tenant, the waiver from time to time by Landlord of any right or remedy on its part as against Tenant. The Guarantor hereby agrees that no act or omission on the part of Landlord, shall affect or modify the obligation and liability of the Guarantor under this hereunder. (d) This Guaranty shall be absolute remain and unconditional upon receipt continue in full force and effect, notwithstanding (i) any alteration of this lease by it the parties thereto, whether prior or subsequent to the execution hereof; (ii) any renewal, extension, modification or amendment of this Lease; (iii) any subletting of the notice contemplated herein absent manifest errorDemised Premises or assignment of Tenant's interest in this Lease. The Guarantor shall not be relieved does hereby waive notice of its obligations hereunder unless any of the foregoing 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 agrees that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor liability 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 abased upon the obligations set forth in U.S. dollars this Lease as the same bay be altered, renewed, extended, modified, amended or assigned. The Guarantor further waives all notice of the acceptance of this Guaranty and notice of breach, default or nonperformance by Tenant of its obligations under this Lease. (e) The Guarantor's obligations hereunder shall remain fully binding although Landlord may have waived one or more defaults by Tenant, extended the time of performance by Tenant, released, returned, or misapplied other collateral given later as additional security (including other guaranties) and released Tenant from the performance of its obligations under this Lease. (f) In the event any action or preceding be brought by Landlord to enforce this Guaranty, or Landlord appears 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 action or preceding in any way connected with or growing out of this Guaranty, then and in any such event, the Guarantor shall pay to have been received Landlord reasonable attorneys' fees, but only if Landlord ins successful in obtaining judgment. The Guarantor in any suit brought under this Guaranty does hereby submit to the jurisdiction of the courts of the State of Michigan and to venue in the circuit court of Oakland, Michigan. (g) This Guaranty shall remain in full force and effect notwithstanding the institution by or against Tenant or bankruptcy, reorganization, readjustment, receivership or insolvency proceedings of any nature, or the Trustee on disaffirmance of this Lease in any such proceedings or otherwise. (h) This Guaranty shall be applicable to and binding upon the next succeeding Business Dayheirs, representatives, successors and assigns of Landlord, Tenant and the Guarantors.

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 2024 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 2024 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 2024 Notes. Such notice shall specify the amount or amounts under the Indenture and the 2024 Notes that were not paid on the date that such amounts were required to be paid under the terms of the Indenture and the 2024 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 2024 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 to the Beneficiary: (a) the prompt and full payment of any and punctual all amounts payable by the Lessee under the Lease including, but not limited to, payment when due, of Basic Rent and Additional Rent under and as a guaranty defined by the Lease and of payment other debts 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 Lessee to the Beneficiary under the Indenture Lease including for taxes, due to loss or damage of the Equipment and for default by the NotesLessee under the Lease, as and when the same shall be due and payable (whether on a date fixed for payment, by acceleration, upon any renewal, expiration, termination or cancellation of the Lease Term (as defined in the Lease), or at any other time) in accordance with the provisions of the Lease, and any amounts payable to the Beneficiary by reason of any progress payments to suppliers of the Equipment together with any time charges or interest on the progress payments; and (b) the prompt, full and faithful performance and discharge of all obligations, undertakings (which term as used in this Guaranty shall include, without limitation, covenants, commitments and duties to indemnify) and liabilities of the Lessee under the Lease, whether for principalor not liquidated in amount, interestin accordance with the terms thereof. If the Lessee shall fail to pay any such amount when and as the same shall be due in accordance with the terms of the Lease, make-whole premiumor if the Lessee fails to perform and discharge any such obligation, Additional Amountsundertaking or liability in accordance with the terms of the Lease, feesthe Guarantor will forthwith pay such amount or perform and discharge such obligation, indemnitiesundertaking or liability, costsas the case may be, expenses not paid, performed or otherwise (such obligations being discharged by the “Guaranteed Obligations”)Lessee, and the Guarantor agrees to will further pay any and all expenses (damages that may be payable by the Lessee in consequence thereof and all reasonable expenses, including reasonable and documented counsel fees and expenses) attorneys' fees, that are incurred by the Trustee or any Noteholder Beneficiary in enforcing any rights under such obligations and liabilities of the Lessee. In addition, the Guarantor shall pay all reasonable expenses, including attorneys' fees, that may be incurred by the Beneficiary in enforcing the covenants and agreements of the Guarantor in this Guaranty Guaranty. The Guarantor further guarantees that all payments made by the Lessee to the Beneficiary with respect to any liabilities hereby guaranteed will, when made, be final and agrees that if any such Guaranteed Obligations. Without limiting the generality of the foregoingpayment is recovered from, or repaid by, the Guarantor’s liability shall extend to all amounts that constitute Beneficiary in whole or in part of the Guaranteed Obligations and would be owed by the Issuer to the Trustee or in 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, insolvencyinsolvency or other proceeding instituted by or against the Lessee, 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 continue 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 fully applicable to such liabilities to the Trustee. All payments actually received by same extent as though 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 payment so recovered or repaid had never been received by the Trustee on the next succeeding Business Daymade.

Guaranty. (a) The Guarantor hereby unconditionally rights, powers and irrevocably guarantees the full remedies given to Beneficiaries by this Guaranty are cumulative and punctual payment when due, as a guaranty of payment shall be in addition to and not of collection, whether at the Stated Maturity, or earlier or later by acceleration or otherwise, independent of all obligations rights, powers and remedies given to Beneficiaries by virtue of any statute or rule of law or in any of the Issuer now Loan Documents or hereafter existing under the Indenture Lender Swap Agreements or any agreement between one or more Guarantors and the Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses one or otherwise (such obligations being the “Guaranteed Obligations”)more Beneficiaries or between Company and one or more Beneficiaries. Any forbearance or failure to exercise, and any delay by any Beneficiary in exercising, any right, power or remedy hereunder shall not impair any such right, power or remedy or be construed to be a waiver thereof, nor shall it preclude 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 further exercise of any such amount right, power or portion of the Guaranteed Obligations owing remedy. In case any provision in 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 invalid, illegal or unenforceable in any jurisdiction, the validity, legality and unconditional upon receipt by it enforceability of the notice contemplated herein absent manifest error. The Guarantor remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be relieved affected or impaired thereby. 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 agrees that service of all 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 obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required address set forth below its signature hereto, such service being acknowledged by such Guarantor to be paid 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 Guarantied Party or any Beneficiary to bring proceedings against such Guarantor in the courts of any other jurisdiction. 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, 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 (I) 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 of litigation, this Guaranty may be filed as a written consent to 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 Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees the full and punctual payment and performance, when due, as a guaranty of payment and not of collection, whether at the Stated Maturitystated maturity, or earlier or later by acceleration or otherwise, of all obligations of the Issuer now Secured Obligations, whether absolute or hereafter existing under the Indenture contingent and the Notes, whether for principal, interestinterest (including, make-whole premiumwithout Exhibit C - Form of Amended and Restated Guaranty Agreement limitation, Additional Amountsinterest that but for the existence of a bankruptcy, reorganization or similar proceeding would accrue), fees, amounts owing in respect of Letter of Credit Obligations, amounts required to be provided as collateral, indemnities, costs, expenses or otherwise (such obligations being collectively, 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 each Guarantor’s 's liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Issuer Borrower or any Subsidiary of the Borrower to the Trustee Administrative Agent, the Issuing Lender or any Noteholder Lender under the Indenture Credit Documents and by the Notes Borrower or any Subsidiary of the Borrower to the Swap Counterparty but for the fact that they are unenforceable or not allowable due to insolvency or the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the IssuerBorrower or any Subsidiary of the Borrower. (b) In order to provide for just and equitable contribution among the Guarantors, the Guarantors agree that in the event that a payment shall be made on any date under this Guaranty by any Guarantor (the Issuer does not make payments "Funding Guarantor"), each other Guarantor (each a "Contributing Guarantor") shall indemnify the Funding Guarantor in an amount equal to the Trustee amount of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth of the Contributing Guarantor as of such date and the denominator of which shall be the aggregate net worth of all or any portion the Contributing Guarantors together with the net worth of the Guaranteed Obligations, upon receipt of notice Funding Guarantor as of such non-payment from the Trustee, the date. Any Contributing Guarantor will make immediate making any payment to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the Trustee rights of any such amount or portion Funding Guarantor to the extent of the Guaranteed Obligations owing or payable under the Indenture and the Notes. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid on the date that such amounts were required to be paid under the terms of the Indenture and the Notespayment. (c) The obligation Anything contained in this Guaranty to the contrary notwithstanding, the obligations of the each Guarantor under this Guaranty on any date shall be absolute and unconditional upon receipt by it of limited to a maximum aggregate amount equal to the notice contemplated herein absent manifest error. The Guarantor shall not be relieved of largest amount that would not, on such date, render its obligations hereunder unless and until subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Trustee shall have indefeasibly received all amounts required Bankruptcy Code of the United States or any applicable provisions of comparable laws relating to bankruptcy, insolvency, or reorganization, or relief of debtors (collectively, the "Fraudulent Transfer Laws"), but only to the extent that any Fraudulent Transfer Law has been found in a final non-appealable judgment of a court of competent jurisdiction to be paid by the Guarantor hereunder applicable to such obligations as of such date, in each case: (and any Event i) after giving effect to all liabilities of Default such Guarantor, contingent or otherwise, that are relevant under the Indenture has been curedFraudulent Transfer Laws, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the but specifically excluding: (A) any liabilities of such 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 intercompany indebtedness to the Trustee. All payments actually received Borrower or other Credit Parties to the extent that such indebtedness would be discharged in an amount equal to the amount paid by such Guarantor hereunder; (B) any liabilities of such Guarantor under this Guaranty; and (C) any liabilities of such Guarantor under each of its other guarantees of and joint and several co-borrowings of Debt, in each case entered into on the Trustee pursuant date this Guaranty becomes effective, which contain a limitation as to maximum amount substantially similar to that set forth in this Section 2(c) (each such other guarantee and joint and several co-borrowing entered into on the date this Guaranty becomes effective, a "Competing Guaranty") to the extent such Guarantor's liabilities under such Competing Guaranty exceed an amount equal to (1) the aggregate principal amount of such Guarantor's obligations under such Competing Guaranty (notwithstanding the operation of that limitation contained in such Competing Guaranty that is substantially similar to this Section 2 after 12:00 p.m. 2(c)), multiplied by (New York time2) on any Business Day will be deemeda fraction (i) the numerator of which is the aggregate principal amount of such Guarantor's obligations under such Competing Guaranty (notwithstanding the operation of that limitation Exhibit C – Form of Amended and Restated Guaranty Agreement contained in such Competing Guaranty that is substantially similar to this Section 2(c)), for purposes and (ii) the denominator of which is the sum of (x) the aggregate principal amount of the obligations of such Guarantor under all other Competing Guaranties (notwithstanding the operation of those limitations contained in such other Competing Guaranties that are substantially similar to this Section 2(c)), (y) the aggregate principal amount of the obligations of such Guarantor under this Guaranty (notwithstanding the operation of this GuarantySection 2(c)), and (z) the aggregate principal amount of the obligations of such Guarantor under such Competing Guaranty (notwithstanding the operation of that limitation contained in such Competing Guaranty that is substantially similar to have been received by this Section 2(c)); and (ii) after giving effect as assets to the Trustee on value (as determined under the next succeeding Business Dayapplicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation, reimbursement, indemnification or contribution of such Guarantor pursuant to applicable law or pursuant to the terms of any agreement (including any such right of contribution under Section 2(b)).

Guaranty. (a) The Guarantor In consideration of, and in order to induce the Banks to make the Loans and the Issuing Bank to issue Letters of Credit hereunder, the Guarantors hereby absolutely, unconditionally and irrevocably guarantees irrevocably, jointly and severally, guarantee the full and punctual payment and performance when due, as whether at stated maturity, by acceleration or otherwise, of the Obligations, and all other obligations and covenants of the Company now or hereafter existing under this Agreement, the Notes and the other Loan Documents whether for principal, interest (including interest accruing or becoming owing both prior to and subsequent to the commencement of any proceeding against or with respect to the Company under any chapter of the Bankruptcy Code), Fees, commissions, expenses (including reasonable attorneys' fees and expenses) or otherwise, and all reasonable costs and expenses, if any, incurred by the Administrative Agent or any Bank in connection with enforcing any rights under this Guaranty (all such obligations being the "GUARANTEED OBLIGATIONS",) and agree to pay any and all reasonable expenses incurred by each Bank and the Administrative Agent in enforcing this Guaranty; PROVIDED that notwithstanding anything contained herein or in any of the Loan Documents to the contrary, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed such Guarantor's Maximum Guaranteed Amount, PROVIDED FURTHER, each Guarantor shall be unconditionally required to pay all amounts demanded of it hereunder prior to any determination of such Maximum Guaranteed Amount and the recipient of such payment, if so required by a final non-appealable order of a court of competent jurisdiction. shall then be liable for the refund of any excess amounts. If any such rebate or refund is ever required, all other Guarantors (and the Company) shall be fully liable for the repayment thereof to the maximum extent allowed by applicable law. This Guaranty is an absolute, unconditional, present and continuing guaranty of payment and not of collectioncollectibility and is in no way conditioned upon any attempt to collect from the Company or any other action, whether at the Stated Maturity, occurrence 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 circumstance whatsoever. 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 of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations may at any time and would be owed by from time to time exceed the Issuer to Maximum Guaranteed Amount of such Guarantor without impairing this Guaranty or affecting the Trustee or any Noteholder under the Indenture rights 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 remedies 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 NotesBanks hereunder. (c) The obligation of the Guarantor under this Guaranty shall be absolute and unconditional upon receipt by it of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in respect of the Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business Day.

Guaranty. (a) The Guarantor hereby Guarantors jointly and severally irrevocably and unconditionally guaranty, as primary obligors and irrevocably guarantees not merely as sureties, the full due and punctual payment in full of all Guarantied Obligations (as hereinafter defined) when the same shall become due, as a guaranty of payment and not of collection, whether at stated maturity, by acceleration, demand or otherwise (including amounts that would become due but for the Stated Maturity, or earlier or later by acceleration or otherwise, operation of the automatic stay under Section 362(a) of the Bankruptcy Code). The term Guarantied Obligations is used herein in its most comprehensive sense and includes any and all obligations of the Parent Issuer now or hereafter existing under the Indenture and the Notesin respect of notes, whether for principaladvances, borrowings, loans, debts, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”including, without limitation, legal fees), indemnities and liabilities of whatsoever nature, now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, whether due or not due, and however arising under or in connection with the Exchange Agreement, the Notes, this Guaranty and the other Note Documents. Each Guarantor agrees to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder in enforcing any rights under this Guaranty with respect to such Guaranteed Obligations. Without limiting the generality acknowledges that a portion of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part proceeds of the Guaranteed Notes may be advanced to it and that the Guarantied Obligations are being incurred for and would be owed by will inure to its benefit. Any interest on any portion of the Issuer to Guarantied Obligations that accrues after the Trustee commencement of any proceeding, voluntary or any Noteholder under involuntary, involving the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization receivership, reorganization, liquidation or similar arrangement of Parent Issuer (or, if interest on any portion of the Guarantied Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guarantied Obligations if said proceeding involving had not been commenced) shall be included in the Issuer. (b) Guarantied Obligations because it is the intention of each Guarantor and Guarantied Party that the Guarantied Obligations should be determined without regard to any rule of law or order that may relieve Parent Issuer of any portion of such Guarantied Obligations. In the event that the Issuer does not make payments to the Trustee of all or any portion of the Guaranteed Guarantied Obligations is paid by Parent Issuer, 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 Parent Issuer 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 Parent Issuer or other affiliates of Parent Issuer 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 Parent Issuer under the Exchange 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. (a) The Guarantor For good and valuable consideration, the receipt and sufficiency of which are hereby unconditionally and irrevocably guarantees the full and punctual payment when due, as a guaranty of payment and not of collection, whether at the Stated Maturity, or earlier or later by acceleration or otherwise, of all obligations of the Issuer now or hereafter existing under the Indenture and the Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”)acknowledged, and in consideration for, and as an inducement to Landlord to make the Guarantor agrees to pay any attached Lease with Tenant dated September _3__, 2003 by and all expenses (including reasonable between Tomorrow 33 Convention, LP and documented counsel fees and expenses) incurred by the Trustee or any Noteholder in enforcing any rights under this Guaranty with respect to such Guaranteed Obligations. Without limiting the generality of the foregoingTelco Billing, Inc, the Guarantor’s liability shall extend undersigned does hereby guarantee to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Issuer to the Trustee Landlord, without condition or any Noteholder under the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuer. (b) In the event that the Issuer does not make payments to the Trustee of all or any portion of the Guaranteed Obligations, upon receipt of notice of such non-payment from the Trusteelimitations except as hereinafter provided, the Guarantor will make immediate payment to the Trustee of any such amount or portion of the Guaranteed Obligations owing or payable under the Indenture Rent and the Notes. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid on the date that such amounts were required to be paid under the terms of the Indenture and the Notes. (c) The obligation of the Guarantor under this Guaranty shall be absolute and unconditional upon receipt by it of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required Additional Rent to be paid by the Guarantor Tenant and the full performance and observance of all the terms, covenants and conditions therein provided to be performed, observed or complied with by Tenant, including the Rules and Regulations as therein provided, without requiring any notice of non-payment, non-performance or non-observance, or proof, or notice, or demand, whereby to charge the undersigned therefor, all of which the undersigned hereby expressly waives and expressly agrees that the validity of this guaranty and the obligations of the guarantor hereunder (shall in no way be terminated, affected or impaired by reason of the assertion by Landlord against Tenant of any of the rights or remedies reserved to Landlord pursuant to the provisions of the attached Lease. Landlord may grant extensions of time and other indulgences and may modify, amend or waive any Event of Default the terms, covenants or conditions of the attached lease, and discharge or release any party or parties thereto, all without notice to the undersigned and without in any way impairing, releasing or affecting the liability or obligation of the undersigned. Each of the undersigned agrees that Landlord may proceed directly against the undersigned without taking any action under the Indenture has been curedattached Lease and without exhausting Landlord remedies against Tenant; and no discharge of Tenant in bankruptcy or in any other insolvency proceedings shall in any way or to any extent discharge or release the undersigned from any liability or obligation hereunder. The undersigned further covenants and agrees that this guaranty shall remain and continue in full force and effect as to any renewal, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor modification or extension of the entire principalattached Lease, all accrued interest and all other amounts due that no subletting and owing in respect no assignment of the Notes within Lease, with or without Landlord's consent thereto, shall release or discharge the undersigned. As a further inducement to Landlord to make the within Lease and in consideration therefor, the Indentureundersigned agrees that in any action or proceeding brought by either Landlord or the undersigned against the other on any matter whatsoever arising out of, under, or by virtue of any of the terms, covenants or conditions of the attached Lease or of this guaranty, the undersigned shall pay, in addition to any damages which a court of competent jurisdiction may award, such amount or amounts as the court may determine to be reasonable attorneys' fees incurred by Landlord or its successors or assigns in the enforcement of this guaranty. All amounts payable by the Guarantor hereunder rights under this guaranty shall be payable in U.S. dollars and in immediately available funds inure to the Trusteebenefit of any successors or assigns of Landlord. All payments actually received by the Trustee pursuant This Guaranty relates to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemedthat certain Lease, for purposes of this Guarantydated _Sept 3__, to have been received by the Trustee on the next succeeding Business Day2003, covering Premises located at 101 Convention Center, Suite 1001/1002, Las Vegas, Nevada 89109.

Guaranty. Guarantor does hereby absolutely and unconditionally guarantee to Landlord the prompt payment of all amounts that Tenant, or any assignee of the Lease, may at any time owe under the Lease, any extensions, renewals or modifications thereof, and further guarantees to Landlord the full, prompt and faithful performance by Tenant, or any assignee of the Lease, of each and all of the covenants, terms, and conditions of the Lease, or any extensions, modifications or renewals thereof and any holdover term following the term granted thereby, to be hereafter performed and kept by Tenant, or any assignee of the Lease (a) The Guarantor hereby unconditionally and irrevocably guarantees all such obligations of Tenant under the full and punctual payment when due, Lease are referred to as “Tenant’s Obligations”). This is a guaranty Guaranty of payment and performance and not merely of collection. This Guaranty shall include any liability of Tenant which shall accrue under the Lease for any period proceeding as well as any period following the term specified in the Lease, whether at including, without limitation, any rent or other amounts payable pursuant to the Stated Maturityterms of the Lease as a result of Tenant’s holding over. If Tenant or any assignee of the Lease fails to make any payment when due under the Lease or to perform any duties, obligations or covenants contained in the Lease to be performed by Tenant, or earlier or later by acceleration or otherwise, of all obligations any assignee of the Issuer now or hereafter existing under the Indenture and the NotesLease, 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 immediately and unconditionally pay to the Trustee Landlord such amounts and perform such duties, obligations and covenants after expiration of any such amount applicable grace or portion of cure periods in 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 Lease; provided, however that such amounts were required grace and cure periods shall be contemporaneous with and not in addition to be paid any grace or cure period available to Tenant 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 errorLease. The Guarantor shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required pay to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principalLandlord on demand, all accrued interest expenses (including, without limitation, attorneys’ fees and all other amounts due and owing in respect costs) arising out 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 or relating 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 enforcement or protection of this Guaranty, to have been received by the Trustee on the next succeeding Business DayLandlord’s rights hereunder.

Guaranty. (a) The Guarantor hereby unconditionally and irrevocably guarantees the full and punctual payment when due, as a guaranty of payment and not of collection, whether at the Stated Maturity, or earlier or later by acceleration or otherwise, of all obligations of the Issuer now or hereafter existing under the Indenture Indenture, the 2028 Notes and the NotesExchange Securities, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and the Guarantor agrees to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder in enforcing any rights under this Guaranty with respect to such Guaranteed Obligations. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Issuer to the Trustee or any Noteholder under the Indenture Indenture, the 2028 Notes and the Notes Exchange Securities but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuer. (b) In the event that the Issuer does not make payments to the Trustee of all or any portion of the Guaranteed Obligations, upon receipt of notice of such non-payment from the Trustee, the Guarantor will make immediate payment to the Trustee of any such amount or portion of the Guaranteed Obligations owing or payable under the Indenture Indenture, the 2028 Notes and the NotesExchange Securities. Such notice shall specify the amount or amounts under the Indenture and Indenture, the 2028 Notes or the Exchange Securities that were not paid on the date that such amounts were required to be paid under the terms of the Indenture Indenture, the 2028 Notes and the NotesExchange Securities. (c) The obligation of the Guarantor under this Guaranty shall be absolute and unconditional upon receipt by it of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in respect of the Notes 2028 Notes, the Exchange Securities and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business Day.

Guaranty. (a) The Guarantor hereby unconditionally guarantees, and irrevocably guarantees promises to perform, each Obligation (as defined below) of Obligor under the full Contract on demand by Creditor, provided, however, that nothing herein shall require Guarantor to make any payment to Creditor in excess of that which Obligor was liable for under the Contract. For purposes of this Guaranty, "Obligation" shall include all payments, liabilities and punctual obligations owed by Obligor to Creditor for the payment when due, as a guaranty of payment and not of collection, whether at money now existing or hereafter arising pursuant to the Stated Maturity, or earlier or later by acceleration or otherwise, of all obligations terms of the Issuer now or hereafter existing under Contract. Notwithstanding anything to the Indenture and the Notescontrary in this Guaranty, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and the Guarantor agrees to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder in enforcing any rights no event shall Guarantor’s liability under this Guaranty with respect to such Guaranteed Obligations. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed for defaulted Obligations and would be owed by the Issuer to the Trustee or at any Noteholder under the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuertime exceed MNOK 11,5. (b) In Guarantor’s obligations under this Guaranty are continuing obligations and are not satisfied or discharged in full by an intermediate payment or settlement of account by Obligor. This Guaranty constitutes an independent guaranty of payment, and is not conditioned on or contingent upon any attempt to enforce in whole or in part any Obligations of Obligor to Creditor, the event that existence or continuance of Obligor as a legal entity, the Issuer does not make payments to consolidation or merger of Obligor with or into any other entity, the Trustee sale, lease or disposition by Obligor of all or substantially all of its assets to any portion other entity, or the bankruptcy or insolvency of the Guaranteed Obligations, upon receipt of notice of such non-payment from the TrusteeObligor, the Guarantor will make immediate payment admission by Obligor of its inability to perform any obligation, or the Trustee making by Obligor of any such amount or portion a general assignment for the benefit of the Guaranteed Obligations owing or payable under the Indenture and the Notes. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid on the date that such amounts were required to be paid under the terms of the Indenture and the Notescreditors. (c) The obligation of the Guarantor under this Guaranty shall be absolute and unconditional upon receipt by it of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment are primary obligations and not those of mere sureties. The obligations of Guarantor may be enforced by the Issuer and/or the Creditor against Guarantor without first having recourse to any of the entire principal, all accrued interest and all its rights against Obligor or any other amounts due and owing in respect of the Notes and the Indenture. All amounts payable by the person. (d) Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes of may revoke this Guaranty, and terminate its obligations hereunder, at any time upon written notice to have been received Creditor if (i) Obligor replaces this Guaranty with either a bank guaranty or standby letter of credit or (ii) Obligor replaces this Guaranty with one issued by the Trustee a new guarantor who has credit worthiness of at least BBB- according to Standard & Poor's or Baa3 according to Moody's; (e) This Guaranty shall terminate on the next succeeding Business Dayearliest to occur of (i) July 1, 2028 or (ii) the date Obligor has fully paid and performed its obligations under the Contract.

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

Guaranty. (a) The In consideration of, and in order to induce the Bank to issue Letters of Credit hereunder, each Guarantor hereby absolutely, unconditionally and irrevocably irrevocably, jointly and severally 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 and covenants of the Issuer each Borrower now or hereafter existing under this Agreement, the Indenture and Notes and/or any of the Notes, other Loan Documents to which such Borrower is a party whether for principal, interest, make-whole premium, Additional Amountsinterest (including interest accruing or becoming owing both prior to and subsequent to the commencement of any proceeding against or with respect to a Borrower under any chapter of the Bankruptcy Code of the United States (11 U.S.C. ss. 101 ET SEQ.) or any other Debtor Relief Law, fees, indemnitiescommissions, 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) or otherwise, and all reasonable costs and expenses, if any, incurred by the Trustee or any Noteholder Bank in connection with enforcing any rights under this Guaranty with respect (all such obligations being the "GUARANTEED OBLIGATIONS"). This Guaranty is an absolute, unconditional, present and continuing guaranty of payment and not of collectibility and is in no way conditioned upon any attempt to such Guaranteed Obligations. Without limiting collect from 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 the Indenture and the Notes other action, occurrence or circumstance whatsoever. Nothing herein is intended to provide that a Borrower shall be liable as a Guarantor for any Obligations for which such Borrower is primarily liable, but each Borrower shall be liable as a Guarantor for the fact that they are unenforceable or any Obligations for which such Borrower is not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuerprimarily liable. (b) In Each Guarantor hereby, jointly and severally, agrees to pay and to indemnify the event Bank harmless from and against any damage, loss, cost or expense (including reasonable attorneys' fees) that the Issuer does not make payments Bank may incur or be subject to the Trustee as a consequence, direct or indirect, of all (i) any breach by such Guarantor or any portion other Credit Party of any warranty, covenant, term or condition in, or the Guaranteed Obligationsoccurrence of any default under, upon receipt of notice of such non-payment this Guaranty, this Agreement or any other Loan Document, together with all reasonable expenses resulting from the Trustee, the Guarantor will make immediate payment to the Trustee compromise or defense of any claims or liabilities arising as a result of any such amount breach or portion of default and (ii) any legal action commenced to challenge 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 validity of this Guaranty, to have been received by the Trustee on the next succeeding Business Daythis Agreement or any other Loan Document.

Guaranty. In consideration of AXIS CAPITAL INC, its succe▇▇▇▇▇ ▇▇▇ ▇▇signs (a“Secured Party”), enteri▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇nancing Agreement (“Agreement”), the part(ies) The Guarantor hereby or individual(s) executing this Guaranty (“Guarantor,” whether one or more) unconditionally and irrevocably guarantees guaranty to Secured Party, the full prompt payment and punctual payment when due, as performance of all obligations of the Debtor. Guarantor agrees that this is a guaranty of payment and not of collection, whether at and that Secured Party can proceed directly against Guarantor without first proceeding against Debtor or against the Stated MaturityCollateral covered by the Agreement. Guarantor waives all defenses and notices, including those of protest, presentment and demand. Guarantor agrees that Secured Party can renew, extend or earlier or later otherwise modify the terms of the Agreement and Guarantor will be bound by acceleration or otherwisesuch changes. If Debtor defaults under the Agreement, of Guarantor will immediately perform all obligations of the Issuer now or hereafter existing Debtor under the Indenture and Agreement, including, but not limited to, paying all amounts due under 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 Agreement. Guarantor agrees will pay to pay any and Secured Party all expenses (including reasonable and documented counsel fees and expensesattorneys’ fees) incurred by the Trustee or any Noteholder Secured Party in enforcing any Secured Party’s rights under this against Guarantor. This Guaranty with respect to such Guaranteed Obligations. Without limiting will not be discharged or affected by the generality death, dissolution, termination, bankruptcy or insolvency of the foregoing, the Debtor or Guarantor and will bind Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations heirs, personal representatives, successors 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 assigns. If more than one 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 signed this Guaranty, each Guarantor agrees that his/her liability is joint and several. Guarantor authorizes Secured Party or any of Secured Party’s designees to obtain and share with others credit bureau reports regarding Guarantor’s personal credit, and make other credit inquiries that Secured Party determines are necessary. THIS GUARANTY IS GOVERNED BY THE LAWS OF THE STATE OF NEBRASKA. GUARANTOR CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN NEBRASKA OR IN ANY OTHER STATE WHERE SECURED PARTY HAS AN OFFICE. GUARANTOR EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY. /s/ Wayne Hoovestol Certificate of acceptance: The undersigned Debtor certifies to Secured Party that all ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇eral referred to above or on the attachment(s) hereto have been received and irrevocably accepted by the Trustee Debtor and were at the time of receipt in good order and condition and acceptable to use. Debtor approves payment by Secured Party to the Supplier. Debtor hereby certifies that Secured Party has fully and satisfactorily performed all covenants and conditions to be performed by it under the Agreement. Debtor agrees to enforce, in its own name, all warranties, agreements or representations, if any, which may be made by the Supplier in respect to the Collateral. March 31, 2008 Date S /s/ Wayne Hoovestol WAYNE HOOVESTOL, PRESIDENT REQUEST FOR ELECTRONIC PAYMENT Please attach a voided check from the account to be debited The undersig▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇or▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇s Secured Party to initiate electronic debit entries (and credit entries and adjustments for any debit entries in error) or affect a charge by any other commercially accepted practice to the account indicated below in the financial institution named below (“Depository”). The undersigned hereby authorizes and requests the Depository to honor the debit and/or credit entries initiated by Secured Party. This authorization is for payments due under the referenced Agreement. This authority is to remain in force until such time as all amounts due under the Agreement are paid in full or until Secured Party and Depository have received written notification from the undersigned terminating this authorization in such time and manner as to afford Secured Party and Depository a reasonable opportunity to act on the next succeeding Business Day.it. Customer Name Printed: GREEN PLAINS GRAIN COMPANY LLC Agreement Number: Depository Name and Branch:________________________________________________________ Account Number: ___________________________________________________________ Depository Address (city & state): ____________________________________________________ Depository Telephone Number: _______________________________________________________ Customer Signature: S _________/s/ Wayne Hoovestol____________________ TERMS AND CONDITIONS Agreement Number: _______________________________

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

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

Guaranty. (a) The Guarantor hereby unconditionally 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 date when 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 (or cash collateralized or backstopped in a banner acceptable to the Administrative Agent and the applicable L/C Issuer) (such date being referred to as the "Termination Date"), and all Swap Contracts with any Lender or any Affiliate of any Lender have expired or terminated; 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 Indenture. All amounts payable by obligations of any other obligor for the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business DayGuaranteed Debt.

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

Guaranty. (a) The In order to induce Lessor to enter into the Lease, Guarantor hereby unconditionally unconditionally, absolutely, and irrevocably guarantees the and promises to Lessor full and punctual complete payment by Lessee of all amounts due under the Lease, as the same may hereafter be modified, amended, extended or renewed, including but not limited to payment when due, as due of rent and other sums due under the Lease and all damages to which Lessor is or may be entitled whether under California Civil Code Section 1951.2 upon a termination of the Lease or otherwise. This is a continuing guaranty of payment and not of collectioncollectibility, whether at which shall remain in full force and effect during the Stated Maturity, or earlier or later by acceleration or otherwise, of all obligations term of the Issuer now Lease, as renewed or hereafter existing extended, and thereafter until Lessee’s obligations are fully satisfied. This Guaranty shall be effective only as to those matters which constitute a default beyond the applicable cure period by Lessee under the Indenture Lease of any payment or contractual monetary obligation for which Guarantor has been given written notice of Lessee’s default and no later than the Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (date when such obligations being the “Guaranteed Obligations”), and the Guarantor agrees notice is required 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 be given 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 Lessee 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 Lease. If 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 obligations guaranteed are paid on the date that such amounts were required to be paid under the terms of the Indenture and the Notes. (c) The obligation of the Guarantor under this Guaranty shall be absolute continue in full force and unconditional effect in the event that all or any part of such payment or performance is avoided or recovered directly or indirectly from Lessor as a preference, fraudulent transfer or otherwise. Guarantor’s liability is not conditioned or contingent upon receipt by it the genuineness, validity, regularity or enforceability of the notice contemplated herein absent manifest error. The Lease, and Guarantor shall not be relieved waives any and all benefits and defenses under California Civil Code 2810 and agree that by doing so Guarantor is liable even if Lessee had no liability at the time of its obligations hereunder unless and until execution of the Trustee shall have indefeasibly received all amounts required Lease or thereafter ceases to be paid by the 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 liable. Subject to all of the entire principal, all accrued interest and all other amounts due and owing in respect of the Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes provisions of this Guaranty, Guarantor hereby guarantees unto Lessor the full and timely payment of any contractual monetary obligation which may be due to Lessor from Lessee under the provisions of the Lease (hereinafter referred to as the “Indebtedness”) as and when the same shall be due and payable. It is understood that Guarantor shall not undertake any nonmonetary covenants or obligations whatsoever other than to make payment in accordance with the terms under the Lease, and this Guaranty does not cover expressly or implied by any of the other obligations of Lessee under the Lease which are not of a payment or monetary nature. Notwithstanding anything contained herein, if Guarantor is required pursuant to this Guaranty to satisfy any obligation of Lessee under the Lease, Guarantor shall be entitled to the same defenses under the Lease as if Guarantor were the Lessee under the Lease. In the event that Lessor brings an action for the enforcement of the Guaranty or brings Guarantor into any action against the Lessee for any payment or contractual monetary obligation under the Lease, Guarantor shall have been received the right to raise any defense, off-set, counter claim or action the Lessee may have against Lessor under the Lease. Guarantor agrees to pay the Lessor within twenty (20) days from the date Lessor notifies Guarantor, in writing, of a failure by Lessee to pay any Indebtedness (or portion thereof) which has resulted in the Trustee on occurrence of a default (beyond any applicable cure period under the next succeeding Business DayLease).

Guaranty. (a) The To induce the Counterparty to enter into the Amended and Restated Loan Agreement, subject to the terms and provisions hereof, Guarantor hereby absolutely, unconditionally and irrevocably guarantees to the full Counterparty and punctual its respective successors and permitted assigns (i) the prompt payment when due, as a guaranty of payment and not of collection, whether at the Stated Maturity, subject to any applicable grace or earlier or later by acceleration or otherwisedeferral period, of all the present and future payment obligations of NSBC pursuant to the Issuer now or hereafter existing under Amended and Restated Loan Agreement (collectively, the Indenture "Amended and the Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Restated Loan Agreement Obligations”"), and (ii) the Guarantor agrees prompt payment when due, subject to pay any applicable grace or deferral period of the present and all expenses future payment obligations of NSBC or its affiliates pursuant to the Loan Documents (including reasonable the "Loan Document Obligations," and documented counsel fees together with the Amended and expenses) incurred by Restated Loan Agreement Obligation, the Trustee or any Noteholder in enforcing any rights under this Guaranty with respect to such "Guaranteed Obligations"). Without limiting This Guaranty does not extend to the generality payment of any damages assertable against NSBC that are excluded or limited by any provision of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations Amended 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 IssuerRestated Loan Agreement. (b) In the event The Guarantor acknowledges and agrees 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 are a guarantee of payment, and not collection, and that the Counterparty shall have no duty or payable under obligation to proceed or exhaust any remedy against NSBC, or to give any notice whatsoever to the Indenture and Guarantor, prior to collecting amounts due from or exercising other remedies against 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 NotesGuarantor hereunder. (c) The obligation obligations of the Guarantor under this Guaranty are independent of the obligations of NSBC, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against NSBC or whether NSBC is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be absolute and unconditional upon receipt unconditional, and, to the fullest extent permitted by it applicable law, irrespective of the notice contemplated herein absent manifest error. any other circumstances whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. (d) The Guarantor shall will not be relieved exercise any rights that it may acquire by way 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 subrogation 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 by any payment made hereunder or otherwise, until all Guaranteed Obligations shall have been received by satisfied in full or paid in full in cash. If any amount shall be paid to the Trustee Guarantor on account of such subrogation rights at any time when all the next succeeding Business DayGuaranteed Obligations of NSBC shall not have been satisfied in full or paid in full in cash, such amount shall be held in trust for the benefit of the Counterparty and shall forthwith be paid to the Counterparty to be credited and applied upon the Guaranteed Obligations of NSBC. (e) Notwithstanding anything in this Guaranty to the contrary, the Guaranteed Obligations are only those undertakings specifically described above.

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

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

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

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

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

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

Guaranty. (a) The As an inducement to the Landlord for entering into this Lease, Guarantor hereby unconditionally guarantees to the Landlord, its successors and irrevocably guarantees assigns, jointly and severally, the full prompt and punctual payment when dueperformance and observance of each and every covenant, as condition and agreement of this Lease, and any amendments, extensions, renewals, or replacements of the original lease to be performed and observed by the Tenant, its successors and assigns, including without limitation any and all payments and charges due by Tenant due hereunder, and expressly agrees that the validity of this Guaranty and the obligations of the Guarantor hereunder shall not be terminated, affected or impaired by the Landlord pursuing any of rights or remedies for a guaranty default by Tenant reserved to the Landlord pursuant to the provisions of payment this Lease, or by waiver by the Landlord of, or the failure of the Landlord to, enforce and not indulgence or extension of collectiontime to the Tenant, all of which may be given action or actions for payment, damages or performance against Grantor, or make demand upon Guarantor, whether at the Stated Maturity, or earlier not an action is brought against Tenant and without exhausting all other remedies available to Landlord hereunder against Tenant or later by acceleration or otherwise, Guarantor. The undersigned further covenants and agrees that this is a continuing and unlimited Guaranty of all obligations of the Issuer now or hereafter existing under Tenant to the Indenture Landlord and the Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), shall remain and the Guarantor agrees continue in full force and effect as to pay any and all expenses (including reasonable amendments, modifications, renewals, extensions or replacements of this Lease, without regard to whether there are any material changes in the Tenant’s obligations to the Landlord thereunder, to all of which the Guarantor hereby consents in advance and documented counsel fees and expenses) incurred by the Trustee waives notice thereof. No assignment or transfer of this Lease, or any Noteholder in enforcing any rights under this Guaranty with respect to such Guaranteed Obligations. Without limiting the generality other obligation 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 Tenant to the Trustee Landlord, unless agreed to by Landlord shall operate to extinguish or any Noteholder under diminish 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 liability of the Guarantor under this Guaranty. This Guaranty shall be absolute and unconditional upon receipt by it of the notice contemplated herein absent manifest error. The Guarantor shall may not be relieved of its obligations hereunder unless revoked, and until the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder (is binding on Guarantor, and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principalheirs, all accrued interest executors, administrators, 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 Dayassigns.

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

Guaranty. (a) The Guarantor hereby Guarantors jointly and severally irrevocably and unconditionally guaranty, as primary obligors and irrevocably guarantees not merely as sureties, the full due and punctual payment in full of all Guarantied Obligations (as hereinafter defined) when the same shall become due, as a guaranty of payment and not of collection, whether at stated maturity, by acceleration, demand or otherwise (including amounts that would become due but for the Stated Maturity, or earlier or later by acceleration or otherwise, operation of the automatic stay under Section 362(a) of the Bankruptcy Code). The term "GUARANTIED OBLIGATIONS" is used herein in its most comprehensive sense and includes any and all obligations of the Issuer now or hereafter existing under the Indenture and the NotesCompany in respect of notes, whether for principaladvances, borrowings, loans, debts, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”including, without limitation, legal fees), indemnities and liabilities of whatsoever nature, now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, whether due or not due, and however arising under or in connection with the Purchase Agreement, the Notes, this Guaranty and the other Note Documents. Each Guarantor agrees to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder in enforcing any rights under this Guaranty with respect to such Guaranteed Obligations. Without limiting the generality acknowledges that a portion of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part proceeds of the Guaranteed Notes may be advanced to it and that the Guarantied Obligations are being incurred for and would be owed by will inure to its benefit. Any interest on any portion of the Issuer to Guarantied Obligations that accrues after the Trustee commencement of any proceeding, voluntary or any Noteholder under involuntary, involving the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization receivership, reorganization, liquidation or similar arrangement of Company (or, if interest on any portion of the Guarantied Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guarantied Obligations if said proceeding involving had not been commenced) shall be included in the Issuer. (b) Guarantied Obligations because it is the intention of each Guarantor and Guarantied Party that the Guarantied Obligations should be determined without regard to any rule of law or order that may relieve Company of any portion of such Guarantied Obligations. In the event that the Issuer does not make payments to the Trustee of all or any portion of the Guaranteed Obligations, upon receipt of notice of such non-payment from the TrusteeGuarantied Obligations is paid by Company, the Guarantor will make immediate payment to the Trustee obligations of any such amount or portion of the Guaranteed Obligations owing or payable under the Indenture and the Notes. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid on the date that such amounts were required to be paid under the terms of the Indenture and the Notes. (c) The obligation of the Guarantor under this Guaranty shall be absolute and unconditional upon receipt by it of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in respect of the Notes and the Indenture. All amounts payable by the each Guarantor hereunder shall continue and remain in full force and effect or be payable reinstated, as the case may be, in U.S. dollars the event that all or any part of such payment(s) is rescinded or recovered directly or indirectly from Guarantied Party or any other Beneficiary as a preference, fraudulent transfer or otherwise, and in immediately available funds any such payments that are so rescinded or recovered shall constitute Guarantied Obligations. Subject to the Trustee. All payments actually received by the Trustee pursuant to other provisions of this Section 2 after 12:00 p.m. (New York time) on 1, upon the failure of Company to pay any Business Day of the Guarantied Obligations when and as the same shall become due, each Guarantor will upon demand pay, or cause to be deemedpaid, for purposes of this Guarantyin cash, to have been received by Guarantied Party for the Trustee on ratable benefit of Beneficiaries, an amount equal to the next succeeding Business Dayaggregate of the unpaid Guarantied Obligations.

Guaranty. (a) The Guarantor, jointly and severally, hereby absolutely and unconditionally guarantees to Licensor, subject to the terms of this Guaranty and to the limitations set forth herein, (i) the full, prompt and complete payment of the License Fee and all other sums due and payable by Licensee under the License Agreement and all costs incurred by Licensor in collecting such sums or in enforcing its rights hereunder, including but not limited to attorneys’ fees due Licensor under the License Agreement, and (ii) the full, prompt and complete performance by Licensee of all covenants, conditions and provisions in the License Agreement required to be performed by Licensee (collectively, the “Liabilities”). If Licensee fails to pay or perform any of the Liabilities, Guarantor hereby unconditionally shall pay or perform such Liabilities within fifteen (15) days after written notice of such failure from Licensor. Licensor agrees that if Licensee fails to satisfy any of its obligations under the License, Licensor may pursue Licensee and irrevocably guarantees Guarantor jointly and severally for any and all remedies available to it under the full License. Provided that Licensee is not in default under any provision of the License Agreement and punctual payment when due, as a guaranty of payment and not of collection, whether at the Stated Maturity, or earlier or later by acceleration or otherwise, of all obligations of Guarantor as set forth in this Guaranty have been fully performed, upon the Issuer now or hereafter existing under expiration of the Indenture and the NotesLicense Agreement Term, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such Licensor shall release Guarantor from his obligations being the “Guaranteed Obligations”), and the Guarantor agrees to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder in enforcing any rights under this Guaranty with respect Guaranty, such release to such Guaranteed Obligations. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed evidenced by the Issuer to the Trustee or any Noteholder under the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuerwriting signed by Licensor. (b) In The duties and obligations of Guarantor hereunder shall not be affected by, and Guarantor hereby waives, any defense based on Licensee’s becoming insolvent or being adjudicated a bankrupt, or filing a petition for reorganization, liquidation, or for the event that adjustment of debts or for similar relief under any present or future provision of the Issuer does not make payments to Bankruptcy Code, or the Trustee issuance by a court of an order for relief in the case of a petition being filed by a creditor or creditors of Licensee, or the seeking by Licensee of a judicial readjustment of the rights of its creditors under any present or future federal or state law, or the appointment of a receiver or trustee of all or part of Licensee’s property and assets by any portion of the Guaranteed Obligations, upon receipt of notice of such non-payment from the Trustee, the Guarantor will make immediate payment to the Trustee of any such amount state or portion of the Guaranteed Obligations owing or payable under the Indenture and the Notes. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid on the date that such amounts were required to be paid under the terms of the Indenture and the Notesfederal court. (c) The obligation If the Licensee exercises its early termination, without cause, rights pursuant to Section II(b) of the Guarantor under this Guaranty shall be absolute and unconditional upon receipt by it of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been curedLicense Agreement, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor as of the entire principalEarly Termination Date (as described in the License Agreement), all accrued interest and all other amounts due and owing unless the Licensee is in respect default as of the Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business DayEarly Termination Date.

Guaranty. Guarantor, in consideration of Lender entering into the Loan Documents and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and for the purpose of inducing Lender to enter into the Loan Documents, hereby (if more than one, jointly and severally,) irrevocably and unconditionally guarantees to Lender (a) The Guarantor hereby unconditionally the full, punctual and irrevocably guarantees prompt payment of all sums payable under the full and punctual payment when dueterms of the Note, as a guaranty of payment and not of collectionand/or the other Loan Documents, whether at the Stated Maturity, maturity or earlier or later by acceleration or otherwise, in immediately available coin and currency of the United States which is legal tender for the payment of all public and private debts, and (b) all other obligations of the Issuer every kind and description now existing or hereafter existing under the Indenture and the Notesarising, whether for principaldirect or indirect, interestabsolute or contingent, make-whole premiumsecured or unsecured, Additional Amountsmatured or unmatured, feesprimary or secondary, indemnitiesof Borrower to Lender (collectively, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and . The liability of the Guarantor agrees hereunder shall be limited to pay the amount which remains outstanding under the Loan Documents, including any and all expenses (including reasonable and documented counsel fees and expenses) costs of collection incurred against Borrower, after liquidation by Lender of all Collateral given by Borrower to Lender as defined in the Trustee or any Noteholder Security Agreement. Notwithstanding anything to the contrary in enforcing any rights under this Guaranty with respect to such Guaranteed Obligations. Without limiting the generality of the foregoingGuaranty, 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 is hereby limited to (i) the repayment of no more than $500,000.00 towards 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 outstanding Guarantied Obligations, (ii) interest on all amounts required due hereunder from the date of demand by Lender until payment by Guarantor in full at a rate equal to be paid the Prime Rate (as announced by Lender from time to time) per annum, and (iii) any and all collection costs or expenses incurred by Lender against the Guarantor, including reasonable attorneys fees and expenses, in the event the Guarantor hereunder does not make prompt payment under this Guaranty after demand for such payment by Lender. Furthermore, this Guaranty shall expire and be deemed automatically released by Lender and of no further force and effect two (and any Event 2) years after the date of Default under this Guaranty (the Indenture “Expiration Date”), provided that prior to the Expiration Date Borrower has not failed to repay the Loan after demand has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment made for repayment 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 IndentureLender. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars Lender hereby agrees to proceed diligently and in immediately available funds a commercially reasonable manner in the event Lender pursues the liquidation of Borrower’s assets upon Borrower’s failure to repay the Trustee. All payments actually received Loan after demand for such repayment 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 DayLender.