Common use of Guaranty Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Guaranty. (a) The Guarantor hereby Guarantors jointly and severally irrevocably and unconditionally guaranty, as primary obligors and irrevocably guarantees not merely as sureties, the full due and punctual payment in full of all Guarantied Obligations (as hereinafter defined) when the same shall become due, as a guaranty of payment and not of collection, whether at stated maturity, by acceleration, demand or otherwise (including amounts that would become due but for the Stated Maturity, or earlier or later by acceleration or otherwise, operation of the automatic stay under Section 362(a) of the Bankruptcy Code). The term “Guarantied Obligations” is used herein in its most comprehensive sense and includes any and all obligations of the 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 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 2041 Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and the Guarantor agrees to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder in enforcing any rights under this Guaranty with respect to such Guaranteed Obligations. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Issuer to the Trustee or any Noteholder under the Indenture and the 2041 Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuer. (b) In the event that the Issuer does not make payments to the Trustee of all or any portion of the Guaranteed Obligations, upon receipt of notice of such non-payment from by the Trustee, the Guarantor will make immediate payment to the Trustee of any such amount or portion of the Guaranteed Obligations owing or payable under the Indenture and the 2041 Notes. Such notice shall specify the amount or amounts under the Indenture and the 2041 Notes that were not paid on the date that such amounts were required to be paid under the terms of the Indenture and the 2041 Notes. (c) The obligation of the Guarantor under this Guaranty shall be absolute and unconditional upon receipt by it of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in respect of the 2041 Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 1:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business Day.

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

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

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

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

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

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

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

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

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

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

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

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

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

Guaranty. IN CONSIDERATION of credit and financial accommodations extended, to be extended or continued to TRONCO ENERGY CORPORATION, a Delaware corporation, hereinafter called "Borrower," by ACF PROPERTY MANAGEMENT, INC., a California corporation (aas Assignee from FORTUNA ASSET MANAGEMENT, L.L.C.). hereinafter called "Lender" and for other good and valuable considerations, I, we, and each of us have jointly, severally and unconditionally guaranteed and do hereby jointly, severally and unconditionally guarantee to Lender, the payment and collection of each and every claim, demand, indebtedness, right or canse of action of every nature whatsoever against said Borrower now or hereafter existing, due or to become due to, or held by Lender as shown upon the accounts and business records of Lender to the extent of that one certain AMENDED AND RESTATED PROMISSORY NOTE of even date herewith in the amount of NINE MILLION TWO HUNDRED EIGHTY FOUR THOUSAND THREE HUNDRED SEVENTY EIGHT AND 34/100 DOLLARS ($9,284,378.34) (“Note"), together with interest as it may accrue and if this Guaranty is placed with an attorney for collection or if collected by suit or through any probate, bankruptcy, or other court, to pay all court costs and attorney's fees in the amount of $50,000.00 or such other amount as the court enforcing this Guaranty finds to be reasonable, customary and necessary, which the undersigned agree is a reasonable fee, together with any and all expenses incurred by Lender in enforcing this Guaranty. This is a continuing guaranty and all extensions of credit and financial accommodation concurrently herewith or hereafter made by Lender to Borrower shall be conclusively presumed to have been made in acceptance hereof, and this Guaranty shall continue in full force and effect for any and all renewals, extensions and/or modifications of the Note and/or indebtedness herein described. All indebtedness of Borrower to the undersigned, whether now existing or hereafter arising (including indebtedness resulting from this Guaranty) is hereby assigned to Lender to the extent of the amount of this Guaranty as security for the payment of all liability or liabilities of Borrower to Lender. To the extent such indebtedness of Borrower is to the undersigned (whether now existing or hereafter arising) exceeds the amount of this Guaranty, such indebtedness is hereby subordinated to all liability or liabilities of Borrower to Lender. The Guarantor hereby unconditionally undersigned acknowledge and irrevocably guarantees agree that possession of this Guaranty by Lender constitutes true and correct execution and actual and proper delivery of same to Lender and the full undersigned waive notice of acceptance of this Guaranty and punctual of any liability to which it applies or may apply, and waive presentment and demand for payment when duethereof, as a guaranty notice of dishonor or non-payment thereof, collection or instigation of suit or any other action by Lender in collection thereof including any notice of default in payment thereof or other notice to, or demand of payment and not of collectiontherefore on, whether any party. Payment by the undersigned shall be made at the Stated Maturityoffice of Lender at 1▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇ ▇▇▇▇, , ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇. Lender may, at its option, at any time without the consent of, or earlier notice to the undersigned, without incurring responsibility to the undersigned, without impairing or later by acceleration or otherwise, of all releasing the obligations of the Issuer now undersigned, upon or hereafter without any terms or conditions and in whole or in part, (1) change the manner, place or terms of payment or change or extend the time of payment of, renew, or alter any liability of Borrower hereby guaranteed, or any liabilities incurred directly or indirectly hereunder, and the guaranty herein made shall apply to the liabilities of the Borrower, changed, extended, renewed or altered in any manner, (2) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order any property at any time pledged or mortgaged to secure or securing the liabilities hereby guaranteed or any liabilities incurred directly or indirectly hereunder or any offset against any said liabilities, (3) exercise or refrain from exercising any rights against Borrower or others, or otherwise act or refrain from acting, (4) settle or compromise any liabilities hereby guaranteed or hereby incurred, and may subordinate the payment of ah or any part of such liabilities to the payment of any liabilities which may be due to Lender or others, and, (5) apply any sums paid, to any liability or liabilities of Borrower to Lender regardless of what liability or liabilities of Borrower to Lender remain unpaid. Lender may, at its option, without the consent of or notice to the undersigned, apply to the payment of the liability created by this Guaranty, at any time after such liability becomes payable, any monies, property, or other assets belonging to the undersigned in the possession, care, custody and control of Lender. and the sole effect of revocation or termination shall be to exclude from this Guaranty liabilities thereafter arising which are unconnected with liabilities theretofore existing or transactions theretofore entered into. The undersigned, if more than one, shall be jointly severally liable hereunder and the term "undersigned" shall mean the undersigned or any one or more of them. Any one signing this Guaranty shall be bound hereby, whether or not any other party signs this Guaranty or is released therefrom at any time. Any married woman who signs this Guaranty hereby expressly agrees that recourse may be had against her separate property for all her obligations under this Guaranty. This Guaranty shall bind and inure to the benefit of the respective heirs, executors, administrators, successors and assigns of Lender and the undersigned. This Guaranty in the possession of the Lender will be presumed that same has been executed and delivered, by each of the undersigned for a valuable consideration. This Guaranty may be executed in multiple original counterparts each being of equal weight and dignity. This Guaranty is an addition to, and not in lieu of that certain GUARANTY dated August 10, 2007 executed and delivered by T▇▇▇ ▇▇▇▇▇. WITNESS our hands at Vernal, Uintah County, Utah, on this the 15 day of June, 2009. /s/ G. T▇▇▇ ▇▇▇▇▇ G. T▇▇▇ ▇▇▇▇▇ SS# ###-##-#### UTAH Drivers License #7▇▇▇▇▇▇ SUBSCRIBED AND SWORN TO BEFORE ME, by G. T▇▇▇ ▇▇▇▇▇ on this the 15 day of June 2009. /s/ DEL R. ▇▇▇▇▇ NOTARY PUBLIC FOR STATE OF UTAH Commission Expires: 8/10/2009 /s/ A▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ A▇▇▇▇▇▇ ▇▇▇▇▇ M▇▇▇▇ ▇▇# ###-##-#### UTAH Drivers License # 12809850 SUBSCRIBED AND SWORN TO BEFORE ME, A▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ on this the 15th day of June, 2009. G▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ TRUST (as established under the Indenture REVOCABLE TRUST AGREEMENT OF G▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ dated October 28, 1999, as amended) BY: /s/ G▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, TRUSTEE G▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, TRUSTEE /s/ A▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, TRUSTEE A▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, TRUSTEE SUBSCRIBED AND SWORN TO BEFORE ME, by G▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, TRUSTEE and A▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, TRUSTEE who signatures appear above on this the Notes15 day of June, whether for principal2009. /s/ DEL R. ▇▇▇▇▇ NOTARY PUBLIC FOR STATE OF UTAH A▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ TRUST (as established under the REVOCABLE TRUST AGREEMENT OF A▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ dated October 28, interest1999, make-whole premiumas amended) BY: /s/ G▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Additional AmountsTRUSTEE G▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, feesTRUSTEE /s/ A▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, indemnitiesTRUSTEE A▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, costsTRUSTEE SUBSCRIBED AND SWORN TO BEFORE ME, expenses G▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, TRUSTEE and A▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, TRUSTEE who signatures appear above on this the 15th day of June, 2009. /s/ DEL R. ▇▇▇▇▇ NOT ARY PUBLIC FOR STATE OF UTAH M▇▇▇▇ MANAGEMENT COMPANY, LLC BY: /s/ A▇▇▇▇▇▇ ▇▇▇▇▇ M▇▇▇▇ ▇▇▇▇▇▇▇ D▇▇▇▇ ▇▇▇▇▇, MANAGER SUBSCRIBED AND SWORN TO BEFORE ME, A▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, MANAGER who signatures appear above on this the 15th day of June, 2009. SUPERIOR DRILLING PRODUCTS, LLC BY: /s/ A▇▇▇▇▇▇ ▇. ▇▇▇▇▇ A▇▇▇▇▇▇ ▇. ▇▇▇▇▇, MANAGER SUBSCRIBED AND SWORN TO BEFORE ME, A▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ MANAGER who signatures appear above on this the 15th day of June, 2009. /s/ DEL R. ▇▇▇▇▇ NOTARY PUBLIC FOR STATE OF UTAH This THIRD AMENDMENT TO LOAN AGREEMENT (“Third Amendment”) is entered into on this ____ day of December, 2013 to be effective as of January 1, 2014 (“Effective Date”) by and between TRONCO ENERGY CORPORATION, a Delaware Corporation (“Borrower” or otherwise “Tronco”), PHILCO EXPLORATION, LLC, a Utah Limited Liability Company (such obligations being the “Guaranteed ObligationsPhilco” or “Subsidiary”) and ACF PROPERTY MANAGEMENT, INC., a California Corporation (“ACF”) or (“Lender”) (as “Assignee” from FORTUNA ASSET MANAGEMENT, LLC, a California Limited Liability Company (“Fortuna”)), hereby amending, modifying and supplementing that certain LOAN AGREEMENT dated August 10, 2007 (“Loan Agreement”), that certain FIRST AMENDMENT TO LOAN AGREEMENT AUGUST 10, 2007 dated December 10, 2007 (“First Amendment”), and that certain SECOND AMENDMENT TO LOAN AGREEMENT AUGUST 10, 2007 dated June 15, 2009 (the Guarantor agrees said Loan Agreement, First Amendment and Second Amendment hereinafter referred to pay any as the “Current Loan Agreement”) upon the terms, conditions, stipulations and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder in enforcing any rights under this Guaranty with respect to such Guaranteed Obligations. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Issuer to the Trustee or any Noteholder under the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuer. (b) In the event that the Issuer does not make payments to the Trustee of all or any portion of the Guaranteed Obligations, upon receipt of notice of such non-payment from the Trustee, the Guarantor will make immediate payment to the Trustee of any such amount or portion of the Guaranteed Obligations owing or payable under the Indenture and the Notes. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid on the date that such amounts were required to be paid under the terms of the Indenture and the Notes. (c) The obligation of the Guarantor under this Guaranty shall be absolute and unconditional upon receipt by it of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in respect of the Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business Day.agreements as follows:

Guaranty. (a) The Guarantor hereby unconditionally and irrevocably guarantees the full and punctual payment when due, as a guaranty of payment and not of collection, whether at the Stated Maturity, or earlier or later by acceleration or otherwise, of all obligations of the Issuer now or hereafter existing under the Indenture and the 2017 Floating Rate Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and the Guarantor agrees to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder in enforcing any rights under this Guaranty with respect to such Guaranteed Obligations. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Issuer to the Trustee or any Noteholder under the Indenture and the 2017 Floating Rate Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuer. (b) In the event that the Issuer does not make payments to the Trustee of all or any portion of the Guaranteed Obligations, upon receipt of notice of such non-payment from the Trustee, the Guarantor will make immediate payment to the Trustee of any such amount or portion of the Guaranteed Obligations owing or payable under the Indenture and the 2017 Floating Rate Notes. Such notice shall specify the amount or amounts under the Indenture and the 2017 Floating Rate Notes that were not paid on the date that such amounts were required to be paid under the terms of the Indenture and the 2017 Floating Rate Notes. (c) The obligation of the Guarantor under this Guaranty shall be absolute and unconditional upon receipt by it of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in respect of the 2017 Floating Rate Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business Day.

Guaranty. (a) The Guarantor hereby unconditionally Each Guarantor, jointly and irrevocably severally, irrevocably, absolutely and un-conditionally guarantees as a primary obligor and not merely as surety to the Lender Creditors the full and punctual payment when due, as a guaranty of payment and not of collection, due (whether at the Stated Maturitystated maturity, or earlier or later by acceleration or otherwise, ) of all obligations of the Issuer now or hereafter existing under the Indenture obligations, liabilities and the Notesindebtedness (including, whether for without limitation, principal, interest, make-whole premium, Additional Amountsinterest (including, feeswithout limitation, indemnitiesall interest that accrues after the commencement of any case, costs, expenses proceeding 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 other action relating 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 of the IssuerBorrower or any Guarantor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding), fees, costs, expenses and indemnities) of the Borrower or such Guarantor to the Lender Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with, each Credit Document to which the Borrower or such Guarantor is a party (including, without limitation, all such obligations, liabilities and indebtedness of such Guarantor under this Guaranty) and the due performance and compliance by the Borrower or such Guarantor with all of the terms, conditions and agreements contained in each such Credit Document (all such obligations, liabilities and indebtedness being herein collectively called the "Guaranteed Obligations"). Each Guarantor understands, agrees and confirms that the Lender Creditors may enforce this Guaranty up to the full amount of the Guaranteed Obligations against such Guarantor without proceeding against any other Guarantor or the Borrower for the Guaranteed Obligations, or under any other guaranty covering all or a portion of the Guaranteed Obligations. This Guaranty is a guaranty of prompt payment and not of collection. (b) In Additionally, each Guarantor, jointly and severally, unconditionally, absolutely and irrevocably, guarantees 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 and all Guaranteed Obligations owing whether or not due 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 Borrower upon the Indenture 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 occurrence in respect of the Notes Borrower of any of the events specified in Section 10.05 of the Credit Agreement, and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars unconditionally, absolutely and in immediately available funds irrevocably, jointly and severally, promises to pay such Guaranteed Obligations to the Trustee. All payments actually received by Lender Creditors, or to the Trustee pursuant to this Section 2 order of the Lender Creditors, promptly 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 Daywritten demand.

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

Guaranty. 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. Subject to the terms and conditions hereof, from and after the Effective Date until the Termination Date (aas defined below) The Guarantor hereby absolutely, unconditionally and irrevocably guarantees the full and punctual payment when due, as a guaranty of timely payment and not of collection, whether at the Stated Maturity, or earlier or later by acceleration or otherwise, performance when due of all obligations to achieve Substantial Completion of the Issuer now or hereafter existing under Landlord’s Installations and satisfaction of the Indenture Commencement Date Conditions in accordance with the terms and provisions of the Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise Lease Agreement (such obligations being the “Guaranteed Obligations”). For the avoidance of doubt, 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 shall not include any Delay Credits, liquidated damages, or other monetary remedies payable by the Issuer to the Trustee or any Noteholder Landlord under the Indenture Lease Agreement as a consequence of delayed completion. This Guaranty shall constitute a guarantee of payment and the Notes but for the fact that they are unenforceable or performance and 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 collection. The liability of all or any portion of the Guaranteed Obligations, upon receipt of notice of such non-payment from the Trustee, the Guarantor will make immediate payment to the Trustee of any such amount or portion of the Guaranteed Obligations owing or payable under the Indenture and the Notes. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid on the date that such amounts were required to be paid under the terms of the Indenture and the Notes. (c) The obligation of the Guarantor under this Guaranty shall be absolute and unconditional upon receipt by it subject to the following limitations: (a) [***] (b) In no event shall Guarantor have any liability under this Guaranty (or otherwise) with respect to the Guaranteed Obligations in an amount exceeding the amount specified in Section 1 (a). Notwithstanding anything herein or in the Lease Agreement to the contrary, with the exception 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 Guaranteed Obligations, the Guarantor hereunder is not guaranteeing or providing support for any other obligations, duties and/or liabilities of Landlord or any other Person (and any Event of Default under the Indenture 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 as defined below) 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, regardless of whether such obligations, duties and/or liabilities are currently owed to or may in the future become due and payable to Tenant. Guarantor shall have no liability for any injury to or interference with ▇▇▇▇▇▇’s business or any punitive, incidental or consequential damages (of any type), whether foreseeable or not, whether arising from or relating to the making of or failure to make any Landlord’s Installations regardless of the form of the action or the theory of recovery, and even if Guarantor has been received by advised of the Trustee on the next succeeding Business Daypossibility of such damages.

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 irrevocably, absolutely and unconditionally guarantees to Lender the full, prompt and irrevocably guarantees the full and punctual complete payment when duedue hereunder of the Guaranteed Obligations. All sums payable to Lender under this Guaranty shall be payable on demand and without reduction for any offset, as a guaranty of payment and not of collectionclaim, counterclaim or defense. Guarantor hereby further agrees that if Borrower shall fail to pay in full when due (whether at the Stated Maturitystated maturity, or earlier or later by acceleration or otherwise, of all obligations ) any of the Issuer now or hereafter existing under Guaranteed Obligations, Guarantor will immediately pay the Indenture same upon demand. All payments by Guarantor on account of this Guaranty shall be paid in Dollars. Guarantor hereby agrees to indemnify, defend and the Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, save harmless Lender from and against any and all costs, losses, liabilities, claims, causes of action, expenses or otherwise and damages (such obligations being the “Guaranteed Obligations”excluding, however consequential and punitive damages other than consequential and/or punitive damages required to be paid by Lender to a third party in connection with a third party claim against Lender), including reasonable attorneys’ fees and the Guarantor agrees disbursements, which Lender may suffer or which otherwise may arise by reason of Borrower’s failure 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 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 would be owed other sums evidenced or secured by the Issuer Loan Documents to be due and payable, (ii) the Trustee commencement or any Noteholder under the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence completion of a bankruptcy, insolvency, reorganization judicial or similar proceeding involving non-judicial foreclosure of any Mortgage or (iii) the Issuer. (b) In the event that the Issuer does not make payments to the Trustee conveyance of all or any portion of the Guaranteed Obligations, upon receipt of notice of such non-payment from the Trusteeany property subject to any Mortgage (individually and collectively, the “Property”) by deed-in-lieu of foreclosure. 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. THIS GUARANTY (athe “Guaranty”) The Guarantor is made and entered into as of this 26th day of August, 1998, by the undersigned (the “Guarantor”) who, having received a copy of that certain Office Lease dated June 30, 1998 and the amendment thereof of even date with this Guaranty (said Office Lease, as amended by such amendment, being herein referred to as the “lease”) between 303 W▇▇▇▇▇ REALTY L.L.C., a Delaware limited liability company (“Landlord”), and PROMOTIONAL MARKETING, L.L.C., an Illinois limited liability company d/b/a UPSHOT (“Tenant”), has examined the Lease and is familiar with all the terms, covenants and provisions contained therein, and as an inducement to Landlord to enter into the Lease, does hereby unconditionally and irrevocably guarantees guarantee to Landlord: (i) the full and punctual prompt payment when dueof all Base Rent, as Additional Rent and other items of Rent and all other sums and charges payable by Tenant under the Lease; (ii) the full and timely performance and observance of all the covenants, terms, conditions, and agreements therein provided to be performed and observed by Tenant; (iii) the full and prompt payment of all costs, expenses and reasonable attorneys’ fees incurred by Landlord in enforcing the Lease and/or this Guaranty; and (iv) the full and prompt payment to Landlord of the amount of any payments made to Landlord which are recovered from Landlord by a trustee, receiver or creditor of the Guarantor or Tenant pursuant to applicable law; and the Guarantor hereby covenants and agrees to and with Landlord that if default shall at any time be made by Tenant in the payment of any Base Rent, Additional Rent, other items of Rent, or any other sum or charge payable by Tenant under said Lease, or if Tenant should default in the performance and observance of any of the covenants, terms, conditions, or agreements contained in said Lease, the Guarantor will forthwith pay such rent and such other sums and charges to Landlord, and any arrears thereof, and shall forthwith faithfully perform and fulfill all of such terms, covenants, conditions, and agreements. This Guaranty is an absolute and unconditional guaranty of payment and of performance, and not of collection. It shall be enforceable against the Guarantor without the necessity of any suit or proceedings on Landlord’s part of any kind or nature whatsoever against Tenant and without the necessity of any notice of nonpayment, whether at nonperformance or nonobservance or of any notice of acceptance of this Guaranty or of any other notice or demand to which the Stated MaturityGuarantor might otherwise be entitled, all of which the Guarantor hereby expressly waives; and the Guarantor hereby expressly agrees that the validity of this Guaranty and the obligations of the Guarantor hereunder shall in no way be terminated, affected, diminished, or earlier impaired by reason of the assertion or later the failure to assert by acceleration Landlord against Tenant, or against Tenant’s successors and assigns, any of the rights or remedies reserved to Landlord pursuant to the provisions of said Lease or by relief of Tenant from any of Tenant’s obligations under the Lease or otherwise, including, but not by way of all obligations limitation, the rejection of said Lease in connection with proceedings under the Issuer bankruptcy laws now or hereafter existing under the Indenture in effect. This Guaranty shall be a continuing guaranty and the Notesliability of the Guarantor hereunder shall in no way be affected, modified or diminished by reason of any assignment, renewal, further modification, or extension of the Lease or by reason of any modification or waiver of or change in any of the terms, covenants, conditions, or provisions of the Lease, or by reason of any extension of time that may be granted by Landlord to Tenant, or a changed or different use of the Leased Premises, or by reason of any dealings or transactions or matters or things occurring between Landlord and Tenant, whether or not notice thereof is given to the Guarantor. It is agreed that the failure of Landlord to insist in any one or more instances upon strict performance or observance of any of the terms, provisions or covenants of the Lease or to exercise any right therein contained shall not be construed or deemed to be a waiver or relinquishment for principalthe future of such term, interestprovision, make-covenant or right, but the same shall continue and remain in full force and effect. No assignment or other transfer of the Lease, or any interest therein, shall operate to extinguish or diminish the liability of the undersigned hereunder. This Guaranty shall continue to be effective, or be reinstated, as the case may be, if at anytime any whole premiumor partial payment of the rental or other lease obligations guaranteed hereunder is or is sought to be rescinded or must otherwise be disgorged, Additional Amountsrestored or returned by Landlord upon the insolvency, feesbankruptcy, indemnitiesdissolution, costsliquidation or reorganization of Tenant or the undersigned (or any other guarantor) or upon or as a result of the appointment of a receiver, expenses intervenor or conservator of, or trustee or similar officer for, Tenant or the undersigned (or any other guarantor) or of or for any substantial pan of the property owned by Tenant, all as though such payments or performance, to the extent so rescinded or otherwise (such obligations being the “Guaranteed Obligations”)disgorged, and the Guarantor agrees to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee restored or any Noteholder in enforcing any rights under this Guaranty with respect to such Guaranteed Obligationsreturned, had not been made. Without limiting the generality of the foregoing, this Guaranty shall remain in full force and effect until one (1) full calendar year has elapsed since the Guarantor’s liability shall extend full payment of all rental and other guaranteed lease obligations (or, in the event of a determination by Landlord that the “reachback” or preference period under the Federal Bankruptcy Code is extended for a period longer than one (1) year, such applicable longer period as may be required by notice to the undersigned from Landlord), and, in such case, thereafter if and for so long as there is pending at the end of such one year (or longer) period against either of Tenant or the undersigned (or any other guarantor) a proceeding under any federal or state bankruptcy or insolvency laws. The Guarantor hereby unconditionally waives (a) presentment, notice of dishonor, protest, demand for payment, and all amounts that constitute part notices of any kind, including, without limitation, notice of acceptance hereof; notice of nonpayment, non-performance, or other default under the Lease; and notice of any action taken to collect upon or enforce any of the Guaranteed Obligations terms and would be owed by provisions of the Issuer to the Trustee or any Noteholder under the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuer. Lease; (b) In the event that the Issuer does not make payments any subrogation to the Trustee rights of Landlord against Tenant until all or any portion of the Guaranteed Obligations, upon receipt obligations of notice of Tenant under the Lease have been fully complied with and the Lease has expired or terminated and such non-payment from the Trustee, payments made by the Guarantor will make immediate payment are not subject to the Trustee a right of any such amount or portion of the Guaranteed Obligations owing or payable under the Indenture recovery; 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) any setoffs or counterclaims against Landlord (except for any setoffs or counterclaims which may be expressly provided for in the Lease) which would otherwise impair Landlord’s rights against the Guarantor hereunder. The obligation assignment by Landlord of the Lease and/or the rents, profits, avails, and/or proceeds thereof made either with or without notice to the Guarantor shall in no manner whatsoever release the Guarantor from any liability as Guarantor. All of Landlord’s rights and remedies under the Lease or under this Guaranty are intended to be distinct, separate and cumulative and no such right or remedy therein or herein mentioned is intended to be in exclusion of or a waiver of any of the others. Notice of acceptance of this Guaranty and any obligations or liabilities contracted or incurred by Tenant are all hereby waived by the Guarantor. This Guaranty shall be governed by and construed in accordance with the laws of the State of Illinois. All of the provisions of this Guaranty shall inure to the benefit of Landlord and its grantees, successors and assigns and shall inure to the benefit of any future owner of the fee title of which the Premises are a part, and all the provisions of this Guaranty shall be absolute and unconditional binding 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 its legal representatives, successors, and assigns. Initially capitalized terms used but not otherwise defined herein have the Indenture has been cured, it being understood that same meanings given them in the Guarantor’s obligations hereunder shall terminate 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 DayLease.

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 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 2044 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 2044 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 2044 Notes. Such notice shall specify the amount or amounts under the Indenture and the 2044 Notes that were not paid on the date that such amounts were required to be paid under the terms of the Indenture and the 2044 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 2044 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 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 (i) all obligations of the Issuer now Obligations, whether absolute or hereafter existing under the Indenture contingent and the Notes, whether for principal, interestinterest (including, make-whole premiumwithout limitation, Additional Amountsinterest that but for the existence of a bankruptcy, reorganization or similar proceeding would accrue), fees, amounts required to be provided as collateral, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”)otherwise, and all other amounts owing in respect of the Guarantor agrees to pay any Obligations and (ii) all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder in enforcing any rights obligations under this Guaranty with respect to such (collectively, the "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 of its Subsidiaries to the Trustee Administrative Agent, the Issuing Lender or any Noteholder Lender under the Indenture Loan Documents and by the Notes Borrower or any of its Subsidiaries to any 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 Issuerany Person. (b) In order to provide for just and equitable contribution among the Guarantors, the Guarantors agree that in the event a payment shall be made on any date under this Guaranty by any Guarantor (the "Funding Guarantor"), each other Guarantor (each a "Contributing Guarantor") shall indemnify the Funding Guarantor in an amount equal to the 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 the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the rights of such Funding Guarantor to the extent of such payment. (c) It is the intention of the Guarantors and each Beneficiary that the Issuer does amount of the Guaranteed Obligations guaranteed by each Guarantor shall not make payments be in excess of the maximum amount permitted by fraudulent conveyance, fraudulent transfer or similar Legal Requirements applicable to such Guarantor. Accordingly, notwithstanding anything to the Trustee contrary contained in this Guaranty or in any other agreement or instrument executed in connection with the payment 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 guaranteed by a Guarantor under this Guaranty shall be absolute and unconditional upon receipt by it limited to an aggregate amount equal to the largest amount that would not render such Guarantor's obligations hereunder subject to avoidance under Section 548 of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved United States Bankruptcy Code or any comparable provision of its obligations hereunder unless and until any other applicable law (collectively, the Trustee shall have indefeasibly received all amounts required "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 affiliates of the Borrower 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 guaranties 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 guaranty 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 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 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 Floating Rate Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and the Guarantor agrees to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder in enforcing any rights under this Guaranty with respect to such Guaranteed Obligations. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Issuer to the Trustee or any Noteholder under the Indenture and the 2020 Floating Rate Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuer. (b) In the event that the Issuer does not make payments to the Trustee of all or any portion of the Guaranteed Obligations, upon receipt of notice of such non-payment from the Trustee, the Guarantor will make immediate payment to the Trustee of any such amount or portion of the Guaranteed Obligations owing or payable under the Indenture and the 2020 Floating Rate Notes. Such notice shall specify the amount or amounts under the Indenture and the 2020 Floating Rate Notes that were not paid on the date that such amounts were required to be paid under the terms of the Indenture and the 2020 Floating Rate Notes. (c) The obligation of the Guarantor under this Guaranty shall be absolute and unconditional upon receipt by it of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in respect of the 2020 Floating Rate Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business Day.

Guaranty. (a) The Guarantor hereby Guarantors jointly and severally irrevocably and unconditionally guaranty, as primary obligors and irrevocably guarantees not merely as sureties, the full due and punctual payment in full of all Guarantied Obligations (as hereinafter defined) when the same shall become due, as a guaranty of payment and not of collection, whether at stated maturity, by acceleration, demand or otherwise (including amounts that would become due but for the Stated Maturity, or earlier or later by acceleration or otherwise, operation of the automatic stay under Section 362(a) of the Bankruptcy Code). The term Guarantied Obligations is used herein in its most comprehensive sense and includes any and all obligations of the Issuer now or hereafter existing under the Indenture and the NotesCompany in respect of notes, whether for principaladvances, borrowings, loans, debts, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”including, without limitation, legal fees), indemnities and liabilities of whatsoever nature, now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, whether due or not due, and however arising under or in connection with the Purchase Agreement, the Notes, this Guaranty and the other Note Documents. Each Guarantor agrees to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder in enforcing any rights under this Guaranty with respect to such Guaranteed Obligations. Without limiting the generality acknowledges that a portion of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part proceeds of the Guaranteed Notes may be advanced to it and that the Guarantied Obligations are being incurred for and would be owed by will inure to its benefit. Any interest on any portion of the Issuer to Guarantied Obligations that accrues after the Trustee commencement of any proceeding, voluntary or any Noteholder under involuntary, involving the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization receivership, reorganization, liquidation or similar arrangement of Company (or, if interest on any portion of the Guarantied Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guarantied Obligations if said proceeding involving had not been commenced) shall be included in the Issuer. (b) Guarantied Obligations because it is the intention of each Guarantor and Guarantied Party that the Guarantied Obligations should be determined without regard to any rule of law or order that may relieve Company of any portion of such Guarantied Obligations. In the event that the Issuer does not make payments to the Trustee of all or any portion of the Guaranteed Guarantied Obligations is paid by Company, the obligations of each Guarantor hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) is rescinded or recovered directly or indirectly from Guarantied Party or any other Beneficiary as a preference, fraudulent transfer or otherwise, and any such payments that are so rescinded or recovered shall constitute Guarantied Obligations. Subject to the other provisions of this Section 1, upon receipt the failure of notice Company to pay any of the Guarantied Obligations when and as the same shall become due, each Guarantor will upon demand pay, or cause to be paid, in cash, to Guarantied Party for the ratable benefit of Beneficiaries, an amount equal to the aggregate of the unpaid Guarantied Obligations. (b) Anything contained in this Guaranty to the contrary notwithstanding, the obligations of each Guarantor under this Guaranty and the other Note Documents shall be limited to a maximum aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any applicable provisions of comparable state law (collectively, the Fraudulent Transfer Laws), in each case after giving effect to all other liabilities of such non-payment from Guarantor, contingent or otherwise, that are relevant under the TrusteeFraudulent Transfer Laws (specifically excluding, the however, any liabilities of such Guarantor will make immediate payment (x) in respect of intercompany indebtedness to Company or other affiliates of Company to the Trustee extent that such indebtedness would be discharged in an amount equal to the amount paid by such Guarantor hereunder and (y) under any guaranty of subordinated Indebtedness which guaranty contains a limitation as to maximum amount similar to that set forth in this Section 1(b), pursuant to which the liability of such Guarantor hereunder is included in the liabilities taken into account in determining such maximum amount) and after giving effect as assets to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation, reimbursement, indemnification or contribution of such amount Guarantor pursuant to applicable law or portion of the Guaranteed Obligations owing or payable under the Indenture and the Notes. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid on the date that such amounts were required pursuant to be paid under the terms of the Indenture and the Notesany agreement. (c) The obligation Each Guarantor under this Guaranty, and each guarantor under any other guaranties of the Obligations of the Company under the Purchase Agreement and the Notes (the Related Guaranties) that contain a contribution provision similar to that set forth in this Section 1(c), together desire to allocate among themselves (collectively, the Contributing Guarantors), in a fair and equitable manner, their obligations arising under this Guaranty and the Related Guaranties. Accordingly, in the event any payment or distribution is made on any date by a Guarantor under this Guaranty or a guarantor under a Related Guaranty, each such Guarantor or such other guarantor shall be absolute and unconditional upon receipt by it entitled to a contribution from each of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved of its obligations hereunder unless and until other Contributing Guarantors in the Trustee shall have indefeasibly received all amounts required maximum amount permitted by law so as to be paid by maximize the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor aggregate amount of the entire principal, all accrued interest and all other amounts due and owing in respect of the Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds Guarantied Obligations paid to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business DayBeneficiaries.

Guaranty. For good and valuable consideration, the receipt and sufficiency of which are acknowledged, the undersigned (athe “Guarantors”) The Guarantor hereby jointly, severally and unconditionally guarantee, in accordance with the terms hereof and irrevocably guarantees without any prior written notice, the full and punctual payment and performance of all of the Liabilities (as defined herein) when due, as a guaranty of payment and not of collectiondue (the “Guaranty”), whether at the Stated Maturity, or earlier or later required by acceleration or otherwiseotherwise of XO COMMUNICATIONS, LLC, a Delaware limited liability company (the “Company”), to the Lender (as defined herein) pursuant to that certain US$50,000,000 Revolving Promissory Note issued by the Company in favor of the Lender as of October 8, 2010 (the “Note”). This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment as well as performance of all of the Liabilities whether now outstanding or arising in the future. Should the Company default in the payment or performance of any of the Liabilities, the obligations of the Issuer now or hereafter existing under the Indenture and the Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and the Guarantor agrees to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder in enforcing any rights under this Guaranty Guarantors hereunder with respect to such Guaranteed Obligations. Without limiting the generality of the foregoingLiabilities in default shall, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed upon demand by the Issuer to the Trustee Lender, become immediately due and payable, without further demand or any Noteholder under the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuer. (b) In the event that the Issuer does not make payments to the Trustee of all or any portion of the Guaranteed Obligations, upon receipt of notice of such non-payment any nature from the TrusteeLender, all of which are expressly waived by the Guarantor will make immediate payment Guarantors. Payments by the Guarantors hereunder may be required by the Lender on any number of occasions. Capitalized terms used herein but not defined shall have the same meanings ascribed to them in the Trustee Note. The Guarantors have agreed to execute and deliver each provision of any such amount or portion of this Guaranty jointly and severally in order to induce the Guaranteed Obligations owing or payable under the Indenture and the Notes. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid Lender on the date that such amounts were required hereof to be paid under countersign the terms of the Indenture Note and the Notes. (c) The obligation of the Guarantor under this Guaranty shall be absolute and unconditional upon receipt by it of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required thereby agree to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in respect of the Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available advance funds to the TrusteeCompany from time to time pursuant thereto. All payments actually received Borrowings by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by Company under the Trustee Note confers a substantial direct benefit on the next succeeding Business DayGuarantors. The Guarantors hereby acknowledge and agree that the foregoing constitutes full and fair consideration and reasonably equivalent value for the obligations, covenants and agreements of the Guarantors hereunder.

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

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

Guaranty. (a) The Guarantor Borrower hereby irrevocably, absolutely, and unconditionally guarantees to Lender the prompt, complete, and irrevocably guarantees the full and punctual payment when due, as a guaranty of payment and not of collection, whether at no matter how the Stated Maturity, or earlier or later by acceleration or otherwisesame shall become due, of all obligations of the Issuer now or hereafter existing under the Indenture and the Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and the Guarantor agrees to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder in enforcing any rights under this Guaranty with respect to such Guaranteed ObligationsManchester SPE Indebtedness. Without limiting the generality of the foregoing, the GuarantorBorrower’s liability under this Section 2.15 shall extend to and include all amounts that constitute part post-petition interest, expenses, and other duties and liabilities of the Guaranteed Obligations and any Manchester SPE to Lender, which would be owed by the Issuer to the Trustee or any Noteholder under the Indenture and the Notes Manchester SPE but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvencyreorganization, reorganization or similar proceeding involving any Manchester SPE. If any Manchester SPE shall for any reason fail to pay any Manchester SPE Indebtedness, as and when such Manchester SPE Indebtedness shall become due and payable, whether at its stated maturity, as a result of the Issuer. (b) In exercise of any power to accelerate, or otherwise, Borrower will forthwith, upon demand by Lender, pay such Manchester SPE Indebtedness in full to Lender. As between Borrower and Lender, the event that the Issuer does not make payments obligations of Borrower under this Section 2.15 shall be considered a primary and liquidated liability of Borrower. The obligations of Borrower under this Section 2.15 are a continuing guaranty and shall apply to the Trustee of and cover all Manchester SPE Indebtedness and renewals and extensions thereof and substitutions therefor from time to time. No action which Lender may take or omit to take in connection with any Manchester SPE Indebtedness or any portion security therefor shall release or diminish the Borrower’s obligations under this Section 2.15, regardless of whether any such action or inaction may increase the Manchester SPE Indebtedness. Lender may invoke the benefits of the Guaranteed Obligations, upon receipt obligations of Borrower under this Section 2.15 before pursuing any remedies against any Manchester SPE or any other Person and before proceeding against any security now or hereafter existing for the payment or performance of any Manchester SPE Indebtedness. Borrower hereby waives (i) notice of such non-payment from the Trustee, the Guarantor will make immediate payment to the Trustee incurrence of any such amount Manchester SPE Indebtedness by any Manchester SPE; (ii) notice that Lender, any Manchester SPE or portion any other Person has taken or omitted to take any action relating to any Manchester SPE Indebtedness; (iii) default, demand, presentment for payment, and notice of the Guaranteed Obligations owing default, demand, dishonor, nonpayment, or payable under the Indenture nonperformance; (iv) notice of intention to accelerate, notice of acceleration, protest, notice of protest, notice of any exercise of remedies; and the Notes. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid on the date that such amounts were required to be paid under the terms of the Indenture and the Notes. (civ) The obligation of the Guarantor under this Guaranty shall be absolute and unconditional upon receipt by it of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in respect notices of the Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business Daykind whatsoever.

Guaranty. As an inducement for Lessor to enter into this Lease and as a part of the consideration of this Contract, Roller Bearing Company of America, Inc. (a) The Guarantor Guarantor), hereby unconditionally and irrevocably guarantees the full prompt and punctual payment when due, as a guaranty of payment and not of collection, whether at the Stated Maturity, or earlier or later complete performance by acceleration or otherwise, BBI of all obligations the terms and conditions of the Issuer now or hereafter existing under the Indenture this Lease to be performed by BBI hereunder and the Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and the Guarantor agrees to pay indemnify and hold Lessor or its legal representatives, harmless from and against any and all expenses (liability, loss, damage or expense, including reasonable attorney fees, which Lessor may incur or sustain by reason of the failure of BBI to fully perform and documented counsel fees comply with all of the terms and expenses) incurred by the Trustee or any Noteholder in enforcing any rights under obligations of this Lease; and Guarantor hereby understand and agree that this Guaranty with respect to such Guaranteed Obligations. Without limiting the generality shall continue until all of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Issuer to the Trustee or any Noteholder under the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuer. (b) In the event that the Issuer does not make payments to the Trustee of all or any portion of the Guaranteed Obligations, upon receipt of notice of such non-payment from the Trustee, the Guarantor will make immediate payment to the Trustee of any such amount or portion of the Guaranteed Obligations owing or payable under the Indenture and the Notes. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid on the date that such amounts were required to be paid under the terms of the Indenture this Lease have been satisfactorily performed or otherwise discharged by BBI and the Notes. (c) The obligation of the Guarantor under this Guaranty shall be absolute and unconditional upon receipt by it of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved released of its obligations hereunder unless so long as any claim of Lessor against BBI arising out of this Lease is not settled or discharged in full. Guarantor hereby waives notice of acceptance hereof, and until of non-performance or non-payment by BBI of any of its obligations or liabilities under this Lease and Guarantor hereby waives all rights which it has or may have by statute or otherwise to require the Trustee Lessor to institute suit against the BBI or to exhaust its rights or remedies against the BBI, Guarantor, being bound to all of the terms, conditions and obligations of payment and all indebtedness of the BBI to the Lessor, whether now existing or hereafter accruing. Forbearance of the part of the Lessor to take steps to enforce the payment of any indebtedness held by it against BBI, arising from its default in any respect whatever, or the giving of further time to BBI shall have indefeasibly received in no way release Guarantor, but rather, Guarantor shall remain liable hereunder for the prompt payment and performance of all amounts required to be paid terms and conditions by the Guarantor hereunder (BBI and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in respect of the Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds made to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business DayLessor.

Guaranty. (a) The Each Guarantor hereby unconditionally and irrevocably guarantees the full and punctual payment when due, as a guaranty of payment and not of collection, whether at the Stated Maturitystated maturity, or earlier or later by acceleration or otherwise, of all obligations of the Issuer each other Loan Party now or hereafter existing under or in respect of the Indenture Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligations), whether direct or indirect, absolute or contingent, and the Notes, whether for principal, interest, make-whole premium, Additional Amountspremiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such obligations being the “"Guaranteed Obligations”"), and the Guarantor agrees to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee Agent or any Noteholder the Lenders in enforcing any rights under this Guaranty with respect to such Guaranteed ObligationsGuaranty. Without limiting the generality of the foregoing, the each Guarantor’s 's liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Issuer any Loan Party to the Trustee or any Noteholder under the Indenture and the Notes Lender but for the fact that they are unenforceable or not allowable due 106 to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuersuch Loan Party. (b) In Each Guarantor, and by its acceptance of this Guaranty, the event Agent and each Lender, hereby confirms that it is the intention of all such Persons that this Guaranty and the obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law (as hereinafter defined), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty and the obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Agent, the Lenders and the Guarantors hereby irrevocably agree that the Issuer does not make payments to the Trustee obligations of all or any portion of the Guaranteed Obligations, upon receipt of notice of such non-payment from the Trustee, the Guarantor will make immediate payment to the Trustee of any such amount or portion of the Guaranteed Obligations owing or payable under the Indenture and the Notes. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid on the date that such amounts were required to be paid under the terms of the Indenture and the Notes. (c) The obligation of the each Guarantor under this Guaranty at any time shall be absolute and unconditional upon receipt by it limited to the maximum amount as will result in the obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. For purposes hereof, "Bankruptcy Law" means any proceeding of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved of its obligations hereunder unless type referred to in Section 6.1(f) and until the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor g) of the entire principalCredit Agreement or Title 11, all accrued interest and all other amounts due and owing in respect U.S. Code, or any similar foreign, federal or state law for the relief of the Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business Daydebtors.

Guaranty. (a) The 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 In order to induce the Lenders to extend credit to the Borrower pursuant to the Credit Agreement, the 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, of all obligations operation of the Issuer automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. ss. 362(a)). The term "GUARANTIED OBLIGATIONS" is used herein in its most comprehensive sense and includes any and all Obligations of the Borrower, 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 Indenture Credit Agreement, this Guaranty and the Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being other Loan Documents. Each Guarantor acknowledges that a portion of the “Guaranteed Obligations”)Borrowings may be advanced to it, and that the Guarantor agrees Guarantied Obligations are being incurred for and will inure to pay 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 the Borrower or any of its Subsidiaries (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 the Guarantied Party that the Guarantied Obligations should be determined without regard to any rule of law or order that may relieve the Borrower or any of its Subsidiaries 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, 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 the 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 the Borrower or any of such non-payment from its Subsidiaries to pay any of the TrusteeGuarantied Obligations when and as the same shall become due, the each Guarantor will make immediate payment upon demand pay, or cause to be paid, in cash, to the Trustee of any such amount or portion Guarantied Party for the ratable benefit of the Guaranteed Obligations owing or payable under Beneficiaries, an amount equal to 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 aggregate of the Indenture and the Notesunpaid Guarantied Obligations. (cb) The obligation Anything contained in this Guaranty to the contrary notwithstanding, the obligations of the each Guarantor under this Guaranty 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 largest amount that would not be relieved of render its obligations hereunder unless and until subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the Trustee shall have indefeasibly received United States Code or any applicable provisions of comparable state law (collectively, the "FRAUDULENT TRANSFER LAWS"), in each case after giving effect to all amounts required to be paid by the Guarantor hereunder (and any Event other liabilities of Default such Guarantor, contingent or otherwise, that are relevant under the Indenture has been curedFraudulent Transfer Laws (specifically excluding, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the however, any liabilities of such Guarantor of the entire principal, all accrued interest and all other amounts due and owing (i) in respect of intercompany indebtedness to the Notes Borrower or other affiliates of the Borrower to the extent that such indebtedness would be discharged in an amount equal to the amount paid by such Guarantor hereunder and (ii) under any guaranty which 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 Guarantor pursuant to applicable law or pursuant to the terms of any agreement. (c) Each Guarantor under this Guaranty and each guarantor under other guaranties, if any, relating to the Credit Agreement (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 IndentureRelated Guaranties. All amounts payable Accordingly, in the event any payment or distribution is made on any date by the a Guarantor hereunder under this Guaranty or a guarantor under a Related Guaranty, each such Guarantor or such other guarantor shall be payable entitled to a contribution from each of the other Contributing Guarantors in U.S. dollars and in immediately available funds the maximum amount permitted by law so as to maximize the aggregate amount of the 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 Parent, as primary obligor and not merely as surety, hereby irrevocably, absolutely and unconditionally and irrevocably guarantees the full and punctual payment when due, as a guaranty of punctual and complete performance and payment (and not of merely collection, whether at the Stated Maturity, or earlier or later by acceleration or otherwise, ) in full of all obligations and Liabilities of Boxlight and its Affiliates incurred under, arising out of or in connection with this Agreement, the Confidentiality Agreement and each of the Issuer now Transaction Documents (to the extent Parent is not already directly obligated hereunder or hereafter existing under thereunder), as and when due and payable or required to be performed pursuant to any provisions of this Agreement, the Indenture and Confidentiality Agreement or the NotesTransaction Documents, whether for principalas from time to time amended, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses modified or otherwise supplemented in accordance with their terms (such obligations being the “Guaranteed Obligations”). Parent acknowledges and agrees that each Seller shall be entitled to enforce directly against Parent any of the Guaranteed Obligations. To the fullest extent permitted by applicable Law, Parent waives presentment to, demand of payment from and protest to any other Person of any of the Guaranteed Obligations, and also waives promptness, diligence, notice of acceptance of this guarantee and of the Guarantor Guaranteed Obligations and notice of protest for nonpayment. The Guaranteed Obligations shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations, or otherwise, and shall be joint and several obligations of Parent and Boxlight. Neither Seller shall be obligated to file any claim related to the Guaranteed Obligations in the event Boxlight becomes subject to a bankruptcy, reorganization or similar proceeding and the failure of either Seller to so file shall not affect Parent’s obligations hereunder. In the event that any payment to either Seller hereunder is rescinded or must otherwise be returned for any reason whatsoever, Parent shall remain liable hereunder as if such payment had not been made. (b) Parent further agrees that the Guaranteed Obligations hereunder shall not be discharged except by complete performance or payment of the amounts payable under this Agreement, the Confidentiality Agreements and the Transaction Documents, as applicable, and that the obligations of Parent hereunder shall not be released or discharged, in whole or in part, or otherwise affected by (i) the failure of either Seller to pay assert any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee claim or demand or enforce any right or remedy against Boxlight or any Noteholder other Person; (ii) insolvency, bankruptcy, reorganization or similar proceeding affecting Boxlight or any related party, or the dissolution, liquidation, merger, or winding up of any such entity; (iii) waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of this Agreement, the Confidentiality Agreement or any of the Transaction Documents, as applicable, made in enforcing accordance with the terms thereof or any rights under this Guaranty agreement evidencing, securing or otherwise executed in connection with respect to such any of the Guaranteed Obligations; (iv) any change in corporate existence, structure or ownership of Parent, Boxlight, or any other Person interested in the transactions contemplated by this Agreement or any of the Transaction Documents, as applicable; (v) the existence of any claim, setoff or other right that Parent may have against either Seller or any other entity; or (vi) the adequacy of any other means either Seller may have of obtaining payment related to the Guaranteed Obligations. Parent acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by this Agreement, the Confidentiality Agreement and the Transaction Documents. (c) This guarantee shall be binding upon the successors and assigns of Parent and shall inure to the benefit of each Seller and its respective successors and assigns. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Issuer to the Trustee or any Noteholder under the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuer. (b) In in the event that Parent or any of its successors or assigns (i) consolidates with or merges into any other Person and is not the Issuer does not make payments to the Trustee continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys in one transaction or a series of transactions all or substantially all of its properties and other assets to any portion of the Guaranteed ObligationsPerson, upon receipt of notice of then, and in each such non-payment from the Trusteecase, the Guarantor will make immediate payment Parent shall cause proper provision to the Trustee of any such amount or portion of the Guaranteed Obligations owing or payable under the Indenture and the Notes. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid on the date be made so that such amounts were required to be paid under successor or assign shall expressly assume the terms of the Indenture and the Notes. (c) The obligation of the Guarantor under this Guaranty shall be absolute and unconditional upon receipt by it of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing set forth in respect of the Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business Day10.16.

Guaranty. (a) LANDLORD: The Guarantor Park Place Tempe Intending to be legally bound, and in consideration of the above Lease agreement between Landlord and RESIDENT(s), the undersigned Guarantor(s), hereby unconditionally guarantee(s) the faithful performance of all the terms, covenants, and irrevocably guarantees conditions of the full Lease agreement by RESIDENT, and punctual payment when dueguarantee(s) payment, as a guaranty of payment and not of collection, whether at the Stated Maturity, or earlier or later by acceleration or otherwisein full, of all sums that may become due and owing to Landlord by RESIDENT. The undersigned Guarantor(s) fully understand(s) that this is an unconditional personal guarantee of all obligations owed by RESIDENT, including those obligations and liabilities which arise because of the Issuer now actions of RESIDENT’s guests. As permitted by law, this Guaranty shall remain in effect throughout the Term of the Lease and any continuation or hereafter existing under renewal thereof and so long as RESIDENT may owe any sum to the Indenture and Landlord. The liability of the Notesundersigned Guarantor(s) shall be continuing, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”)absolute, and unconditional and Landlord shall not be required to exercise remedies against RESIDENT before proceeding against the Guarantor agrees to pay any and all expenses (including reasonable and documented counsel fees and expensesundersigned Guarantor(s). The undersigned agree(s) 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 of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute is part of the Guaranteed Obligations and would original lease. Any notice or demand to RESIDENT concerning any default or the exercise of any remedy of Landlord shall ipso facto be owed by the Issuer notice to the Trustee or any Noteholder under the Indenture and the Notes but for the fact that they are unenforceable or undersigned Guarantor(s). Landlord is not allowable due to the existence of a bankruptcyobligated, 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 seek or exhaust its remedies for default against RESIDENT before recovering hereunder from the undersigned Guarantor(s), and neither the release of any guarantor or release of any security for RESIDENT's obligations under the Lease shall constitute a defense to Landlord's recovery hereunder as to any party not expressly released. The undersigned Guarantor(s) acknowledge(s) full knowledge of the terms and provisions of this Lease. This Guaranty shall be binding upon the heirs, personal representatives, and assigns of the undersigned, and inure to the benefit of Landlord's successors and assigns. The undersigned Guarantor(s) hereby irrevocably appoint(s) RESIDENT as Guarantor(s)'s agent for service of process related to this Guaranty. ▇▇▇▇▇▇▇▇ has no obligation to pursue remedies against the Tenant first or exclusively, nor to give Guarantor any notice or information regarding the Lease. This form must be signed by the Trustee on Guarantor(s) of each RESIDENT and be notarized, unless the next succeeding Business Day.Guarantor(s) sign(s) in the presence of an agent of the Landlord and presents a Photo ID at the time of signing Or Notarized: Notary Public County, State My Commission Expires: LANDLORD: Park Place Tempe AS IS STATED IN YOUR LEASE, WATER AND SEWER ARE INCLUDED IN YOUR RENT. THE RESIDENTS PAY FOR ELECTRICITY TO THE PREMISES:

Guaranty. (a) The Guarantor Guarantor, hereby unconditionally and irrevocably irrevocably, guarantees to the full and Lender, the punctual payment when duepayment, as a guaranty of payment and not of collectionwhen due and payable, whether at the Stated Maturityby stated maturity, or earlier or later by acceleration or otherwise, of all obligations Obligations including, without limitation, all interest, and other amounts that accrue after the commencement of the Issuer now any Insolvency Proceeding of Borrower or hereafter existing under the Indenture and the NotesGuarantor, whether for or not the payment of such principal, interest, make-whole premiumwhole, Additional Amountsredemption and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, feesinterest, indemnitiespremiums, penalties, causes of actions, costs, expenses commissions, expense reimbursements, indemnifications and all other amounts due or otherwise to become due under the Credit Notes and the other Loan Documents and (such obligations all of the foregoing collectively being the “Guaranteed Obligations”), and the Guarantor agrees to pay any and all costs and expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder 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 Guarantors’ liability hereunder 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 Lender under the Indenture Credit Agreement, the Credit Notes and the Notes any other Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding an Insolvency Proceeding involving the Issuerany Transaction Party. (b) In Guarantor, and by its acceptance of this Guaranty, the event Lender, hereby confirm that it is the Issuer does not make payments to the Trustee intention of all or any portion of the Guaranteed Obligations, upon receipt of notice of such non-payment from the Trustee, the Guarantor will make immediate payment to the Trustee of any such amount or portion of Persons that this Guaranty and the Guaranteed Obligations owing of Guarantor hereunder not constitute a fraudulent transfer or payable under conveyance for purposes of the Indenture Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable to this Guaranty and the NotesGuaranteed Obligations of Guarantor hereunder. Such notice shall specify To effectuate the amount or amounts under foregoing intention, the Indenture Lender and the Notes Guarantor hereby irrevocably agree that were not paid on the date that such amounts were required to be paid under the terms Guaranteed Obligations of the Indenture and the Notes. (c) The obligation of the Guarantor under this Guaranty at any time shall be absolute and unconditional upon receipt by it of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in respect of the Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds limited to the Trustee. All payments actually received by maximum amount as will result in the Trustee pursuant to Guaranteed Obligations of such Guarantor under this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business DayGuaranty not constituting a fraudulent transfer or conveyance.

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

Guaranty. (a) The 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 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 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 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 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 Amended and Restated 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. In order to induce Lender to enter into the above Loan Agreement and make the Loan, Jubilant Life Sciences Holdings, Inc., a Delaware corporation (a) The Guarantor “Guarantor”), hereby unconditionally guaranties the full, prompt and irrevocably guarantees the full and punctual unconditional payment when due, of each and every liability and obligation of Borrower owing to the to the Lender under this Loan Agreement and/or the Note, when and as the same shall become due, whether at the stated maturity date, by acceleration, on demand or otherwise, and the full, prompt, and unconditional performance of each and every term and condition of any covenant to be performed by Borrower under this Agreement and/or the Note (all liabilities, obligations and covenants of Borrower under this Loan Agreement and the Note are collectively referred to as the “Loan Obligations”). This guaranty is absolute, continuing and unconditional and irrevocable and is a guaranty of payment and performance as a primary obligor, not a guaranty of collection. Guarantor waives any right to require Lender, whether at as a condition of payment or performance Guarantor hereunder to proceed against Borrower or any other person or entity or to pursue any other remedy or enforce any other right. To the Stated Maturityextent permitted by applicable law, Guarantor unconditionally waives diligence, demand or notice of any kind whatsoever with respect to this guaranty or the Loan Obligations or with respect to any condition or circumstance whatsoever that might otherwise constitute a legal or equitable discharge, release or defense of a guarantor or surety or that might otherwise limit recourse against Guarantor. Until such time as the Loan Obligations and all liabilities, obligations and covenants of Borrower under the 2011 Loan Agreement and the promissory note executed in connection therewith have been fully and indefeasibly been repaid to Lender, Guarantor hereby irrevocably and unconditionally waives and relinquishes any and all statutory, contractual, common law, equitable or other rights and claims the Guarantor may have against Borrower in connection with the Loan Obligations, including, without limitation, any claim (i) to seek reimbursement, contribution, indemnification, set-off or other recourse from or against Borrower in connection with any payment by Guarantor pursuant to this Guaranty, or earlier (ii) to be subrogated to the Lender’s rights under this Loan Agreement and/or the Note upon the Guarantor’s performance under this Guranty. Guarantor shall not have the right to consent to, or later by acceleration receive any notice of, any supplement to or otherwiseamendment, of all obligations waiver or modification of the Issuer now terms of this Loan Agreement or hereafter existing the Note, and no notice or demand on Guarantor shall entitle Guarantor to any other notice or demand in the same, similar or any other circumstances. Borrower and Lender may renew, extend, change or modify the time, manner, place or terms of payment, performance or observance of any or all of the Loan Obligations and settle or compromise any or all of such Loan Obligations all in such manner and upon such terms as the Borrower and Lender may deem proper, without notice to or further assent of Guarantor. Guarantor shall remain bound under this Guaranty notwithstanding such renewal, extension, change, modification, release, settlement or compromise. No failure on the Indenture part of Lender, or delay by Lender, in exercising any right under or with respect to this Guaranty shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any other further exercise thereof or the exercise of any other right of the Lender with respect to this Guaranty. The terms and provisions of Paragraphs 19, 22, 24, 27 and 29 of the NotesLoan Agreement shall apply mutatis mutandis to this Guaranty, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being as if this Guaranty were the “Guaranteed Obligations”), Loan Agreement and the Guarantor agrees was a party to pay the Loan Agreement as Borrower. For the avoidance of doubt, any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder capitalized term used 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 is 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 otherwise defined in this Guaranty shall be absolute and unconditional upon receipt by have the meaning ascribed to it of in the notice contemplated herein absent manifest errorabove Loan Agreement. 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 curedBy: /s/ R▇▇▇▇ ▇▇▇▇▇▇▇ Name: R▇▇▇▇ ▇▇▇▇▇▇▇ Title: Treasurer Date: January 30, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal2013 January 30, 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.2013

Guaranty. (a) The Guarantor hereby Ralcorp Holdings, Inc., a Missouri corporation, irrevocably and unconditionally and irrevocably guarantees the full prompt, complete and punctual performance, compliance and payment when dueof all the obligations of the Buyer under this Agreement. Ralcorp further agrees that its obligations under the Agreement shall not be affected by any event, as condition or circumstance whatsoever (with or without notice to, or knowledge of, the Buyer or Ralcorp) including without limitation any which constitutes, or might be construed to constitute, a legal or equitable discharge of the Buyer for its obligations under the Agreement or of Ralcorp of its guaranty hereunder. In furtherance of the foregoing and without limiting the generality thereof, Ralcorp agrees that (i) its guaranty hereunder (this "Guaranty") is a guaranty of payment and performance when due and not collectability; (ii) this Guaranty is a primary obligation of collectionRalcorp and not merely a contract of surety; and (iii) payment or performance by Ralcorp of a portion, whether at the Stated Maturity, or earlier or later by acceleration or otherwisebut not all, of all the obligations under this Agreement shall in no way limit, affect, modify or abridge any liability of Ralcorp for any portion of the Issuer now obligations which have not been paid or hereafter existing under the Indenture and the Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and the Guarantor agrees to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder in enforcing any rights under this Guaranty with respect to such Guaranteed Obligations. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Issuer to the Trustee or any Noteholder under the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuerperformed. (b) In Ralcorp waives all diligence, presentment, protest and demand, and also notice of dishonor, demand, protest and nonpayment. No failure by the event that the Issuer does not make payments Holders to assert any right or pursue any remedy with respect to the Trustee of all Buyer or any portion of the Guaranteed Obligations, upon receipt of notice of such non-payment under this Guaranty shall relieve Ralcorp from the Trustee, the Guarantor will make immediate payment to the Trustee of any such amount or portion of the Guaranteed Obligations owing or payable under the Indenture and the Notes. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid on the date that such amounts were required to be paid under the terms of the Indenture and the Notesits obligations hereunder. (c) The obligation of the Guarantor under Ralcorp agrees that this Guaranty shall not be absolute and unconditional upon receipt diminished or affected, in any way, by it any bankruptcy, reorganization, arrangement, liquidation or similar proceeding with respect to the Buyer or by dissolution of the notice contemplated herein absent manifest errorBuyer. The Guarantor This Guaranty shall not be relieved continue in full force and effect, notwithstanding any merger, consolidation, sale of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be paid assets or any other similar transaction by the Guarantor hereunder Buyer or Ralcorp. (d) Ralcorp further agrees to pay all reasonable costs and expenses, including without limitation, reasonable attorneys' fees, at any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment time paid or incurred by the Issuer and/or the Guarantor or on behalf of the entire principal, all accrued interest and all other amounts due and owing Holders or the Seller Representative in respect of the Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes of enforcing this Guaranty, to have been received by the Trustee on the next succeeding Business Day.

Guaranty. (a) The Guarantor hereby unconditionally is a beneficial owner of Seller and/or an Affiliate of Seller and irrevocably guarantees the full execution of the Repurchase Agreement and/or the discretionary purchase by Buyers of the Purchased Assets subject to the terms and punctual payment when dueconditions of the Repurchase Agreement is a substantial and direct benefit to Guarantor. Subject to clause (b) below, as a guaranty of an inducement to Agent and Buyers to extend financial accommodations to Seller, Guarantor, for value received does hereby unconditionally, irrevocably and absolutely guarantee to the Agent and Buyers and their permitted successors, indorsees, transferees and assigns, the prompt and full payment and not of collection, whether at performance by the Stated Maturity, or earlier or later by acceleration or otherwise, of all obligations Seller of the Issuer now Repurchase Obligations when due or hereafter existing under declared to be due and at all times thereafter. (b) Subject to clause (c) below, 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 maximum aggregate recourse liability of the Guarantor agrees hereunder as of any date on which Guarantor shall be obligated 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 make payment to Agent under this Guaranty with respect shall not exceed twenty percent (20%) of the then current Repurchase Obligation payable from any Seller Party to Agent under the Repurchase Agreement as of such Guaranteed Obligations. Without limiting the generality of date. (c) Notwithstanding the foregoing, the Guarantor’s limitation on recourse liability as set forth in clause (b) above SHALL BECOME NULL AND VOID and shall extend be of no further force and effect and the total amount of the Guaranteed Obligations shall become fully recourse to Guarantor in the event of any Bad Act (d) Guarantor shall promptly pay any amounts payable under this Guaranty to Agent without notice or demand, of any kind or nature, in lawful money of the United States of America. Guarantor acknowledges and agrees that Guarantor may be required to pay and perform the Guaranteed Obligations in full without assistance or support from Seller or any other party in accordance with the terms hereof. Guarantor agrees that if all amounts that constitute or any part of the Guaranteed Obligations and would shall not be owed punctually paid when due, whether on the scheduled payment date, by lapse of time, by acceleration of maturity or otherwise, Guarantor shall immediately pay the Issuer amount due on the Guaranteed Obligations to the Trustee or any Noteholder under the Indenture and the Notes but Agent, for the fact that they are unenforceable or not allowable due to benefit of the existence of a bankruptcyBuyers, insolvency, reorganization or similar proceeding involving at Agent’s address as set forth in the IssuerRepurchase Agreement. (be) In the event that the Issuer does not make No payment or payments to the Trustee of all made by any Seller Party, any other guarantor or any portion of the Guaranteed Obligations, upon receipt of notice of such non-payment other Person or received or collected by Agent or any Buyer from the Trustee, the Guarantor will make immediate payment to the Trustee any Seller Party or any other Person by virtue of any such amount action or portion proceeding or any set-off or appropriation or application, at any time or from time to time, in reduction of or in payment of the Guaranteed Obligations owing shall be deemed to modify, reduce, release or payable under otherwise affect 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 liability of the Indenture and the NotesGuarantor hereunder. (cf) The obligation Guarantor agrees that whenever, at any time, or from time to time, Guarantor shall make any payment to Agent or any Buyer on account of the Guarantor’s liability hereunder, Guarantor will notify Agent in writing that such payment is made 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 Daysuch purpose.

Guaranty. In order to induce Saraland Industrial, LLC, an Alabama limited liability company (a“Landlord”), to enter into that certain Lease Agreement dated ______________, 2019 (the “Lease”), between Landlord and TDG Operations LLC (“Tenant”), and in consideration of the benefits inuring to the undersigned (the “Guarantor”) The under said Lease, the receipt and sufficiency of which are represented by Guarantor to Landlord to be sufficient and adequate, Guarantor hereby unconditionally and irrevocably guarantees the performance of all of Tenant’s obligations under the Lease, including, without limitation, the payment of rental as provided therein. This Guaranty shall remain in full and punctual payment when due, as force throughout the original 20-year Lease term. This Guaranty is a guaranty of payment and performance, and not of collection. Guarantor hereby waives notice of acceptance of this Guaranty agreement and all other notices in connection herewith or in connection with the liabilities, whether at obligations and duties guaranteed hereby, including notices to it of default by Tenant under the Stated MaturityLease, and hereby waives diligence, presentment, protest and suit on the part of Landlord in the enforcement of any liability, obligation or duty guaranteed hereby. Guarantor further agrees that Landlord shall not be first or concurrently required to enforce against Tenant or any other person, any liability, obligation or duty guaranteed hereby before seeking enforcement thereof against Guarantor. The liability of Guarantor shall not be affected by any indulgence, compromise, settlement or variation of terms which may be extended to Tenant by Landlord, or earlier agreed upon by Landlord or later Tenant, and shall not be affected by acceleration any assignment or otherwiseLease by Tenant of its interest in the Lease, nor shall the liability of Guarantor be affected by the insolvency, bankruptcy (voluntary or involuntary) or reorganization of Tenant, nor by the voluntary or involuntary liquidation, sale or other disposition of all or substantially all of the assets of Tenant, or by the release of any other guarantor. Landlord and Tenant, without notice to or consent by Guarantor, may at any time or times enter into such modifications, extensions, amendments or other covenants respecting the Lease as they may deem appropriate and Guarantor shall not be released thereby, but shall continue to be fully liable for the performance of all obligations and duties of the Issuer now or hereafter existing Tenant under the Indenture Lease as so modified, extended or amended. Guarantor further agrees (1) to indemnify and the Noteshold harmless Landlord from and against any claims, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costsdamages, expenses or otherwise (such losses, including to the extent permitted by law, the reasonable fees of an attorney, resulting from or arising out of any breach of the Lease by Tenant or by reason of Tenant’s failure to perform any of its obligations being the “Guaranteed Obligations”)thereunder, and (2) to the Guarantor agrees extent permitted by law, to pay any costs or expenses, including the reasonable fees of an attorney, incurred by Landlord in enforcing this Guaranty. Guarantor acknowledges that Landlord may assign its rights under the Lease to an institutional investor as security for a loan to be made by such institutional investor to Landlord, and as long as any indebtedness of Landlord shall be outstanding and such assignment of the Lease shall exist, such institutional investor assignee shall be entitled to bring any suit, action or proceeding against the undersigned for the enforcement of any provision of this Guaranty and it shall not be necessary in any such suit, action or proceeding to make Landlord a party thereto. This Guaranty may not be modified or amended without the prior written consent of such assignee of Landlord’s interest in the Lease, and any attempted modification or amendment without such consent shall be void. This Guaranty shall be binding upon Guarantor and Guarantor’s heirs, legal representatives, successors and assigns and shall inure to the benefit of Landlord and its successors and assigns. This Guaranty shall be governed by and construed and enforced in accordance with the laws of the State where the Leased Premises are located. If there is more than one Guarantor, the liability of each Guarantor shall be joint and several. All existing and future advances by Guarantor to Tenant, and all expenses (including existing and future debts of Tenant to any Guarantor, shall be subordinated to all obligations owed to Landlord under the Lease and this Guaranty; provided that as long as Tenant is not in default under the Lease, Tenant may pay such amounts owed to Guarantor in accordance with the terms thereof and in the ordinary course of business. Guarantor assumes the responsibility to remain informed of the financial condition of Tenant and of all other circumstances bearing upon the risk of Tenant’s default, which reasonable inquiry would reveal, and documented counsel fees and expenses) incurred by the Trustee agrees that Landlord shall have no duty to advise Guarantor of information known to it regarding such condition or any Noteholder such circumstance. Landlord shall not be required to inquire into the powers of Tenant or the officers, employees, partners or agents acting or purporting to act on its behalf, and any indebtedness made or created in enforcing any rights reliance upon the professed exercise of such powers shall be guaranteed under this Guaranty with respect Guaranty. Each Guarantor hereby represents and warrants to Landlord that such Guaranteed Obligations. Without limiting the generality Guarantor has received a copy of the foregoingLease, has read or had the Guarantor’s liability shall extend opportunity to all amounts that constitute part of read the Guaranteed Obligations Lease and would be owed by the Issuer to the Trustee or any Noteholder under the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuer. (b) In the event that the Issuer does not make payments to the Trustee of all or any portion of the Guaranteed Obligations, upon receipt of notice of such non-payment from the Trustee, the Guarantor will make immediate payment to the Trustee of any such amount or portion of the Guaranteed Obligations owing or payable under the Indenture and the Notes. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid on the date that such amounts were required to be paid under understands the terms of the Indenture Lease. The provisions in the Lease relating to the execution of additional documents, legal proceedings by Landlord against Tenant, severability of the provisions of the Lease, interpretation of the Lease, notices, waivers, the applicable laws which govern the interpretation of the Lease and the Notes. (c) The obligation authority of Tenant to execute the Guarantor under Lease are incorporated herein in their entirety by this Guaranty reference and made a part thereof. Any reference in those provisions to “Tenant” shall be absolute and unconditional upon receipt by it of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder (mean each Guarantor, and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing reference in respect of the Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds those provisions to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes of “Lease” shall mean this Guaranty, to have been received by the Trustee on the next succeeding Business Day.

Guaranty. Location: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, SW, Atlanta-Galleria/Cumberland, Georgia --------------------------------------------------------------------- As an inducement to Promus Hotels, Inc. (a"Licensor") The Guarantor to execute the above License Agreement, the undersigned, jointly and severally, hereby unconditionally warrant to Licensor and irrevocably guarantees its successors and assigns that all of Licensee's representations in the License Agreement and the application submitted by Licensee to obtain the License Agreement are true and guarantee that all of Licensee's obligations under the above License Agreement, including any amendments thereto whenever made (the "Agreement"), will be punctually paid and performed. Upon default by Licensee or notice from Licensor, the undersigned will immediately make each payment required of Licensee under the Agreement. Without affecting the obligations of the undersigned under this Guaranty, Licensor may without notice to the undersigned extend, modify or release any indebtedness or obligation of Licensee, or settle, adjust or compromise any claims against Licensee. The undersigned waive notice of amendment of the Agreement and notice of demand for payment or performance by Licensee. Upon the death of an individual guarantor, the estate of such guarantor will be bound by this Guaranty but only for defaults and obligations hereunder existing at the time of death, and the obligations of the other guarantors will continue in full force and punctual payment when due, as effect. The Guaranty constitutes a guaranty of payment and not of collection, whether at and each of the Stated Maturityguarantors specifically waives any obligation of Licensor to proceed against Licensee on any money or property held by Licensee or by any other person or entity as collateral security, or earlier or later by acceleration way of set off 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 The undersigned further agree that constitute part of the Guaranteed Obligations and would be owed by the Issuer to the Trustee or any Noteholder under the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuer. (b) In the event that the Issuer does not make payments to the Trustee of all or any portion of the Guaranteed Obligations, upon receipt of notice of such non-payment from the Trustee, the Guarantor will make immediate payment to the Trustee of any such amount or portion of the Guaranteed Obligations owing or payable under the Indenture and the Notes. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid on the date that such amounts were required to be paid under the terms of the Indenture and the Notes. (c) The obligation of the Guarantor under this Guaranty shall continue to be absolute and unconditional upon receipt by it effective or be reinstated as the case may be, if at any time payment or any of the notice contemplated herein absent manifest error. The Guarantor shall not guaranteed obligations is rescinded or must otherwise be relieved restored or returned by Licensor upon the insolvency, bankruptcy or reorganization of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder (and Licensee or any Event of Default under the Indenture 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 principalundersigned, all accrued interest as though such payment has not been made. This Guaranty shall be governed and all other amounts due construed under and owing in respect accordance with the laws 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 State of this Guaranty, to have been received by the Trustee on the next succeeding Business DayTennessee.

Guaranty. (a) The To induce the Lenders to make the Term Loan, each Guarantor hereby absolutely, unconditionally and irrevocably guarantees guarantees, as primary obligor and not merely as surety, the full and punctual payment when due, whether at stated maturity or earlier, by reason of acceleration, mandatory prepayment or otherwise in accordance herewith or any other Loan Document, of all 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 Borrower, whether now or hereafter existing, and whether due or to become due, including principal, interest (including interest at the contract rate applicable upon default accrued or accruing after the commencement of any proceeding under the Bankruptcy Code, whether or not such interest is an allowed claim in such proceeding), fees and costs of collection. This Guaranty constitutes a guaranty of payment and not of collection. GUARANTY AMKOR TECHNOLOGY, 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 IssuerINC. (b) In the event that the Issuer does not make payments Each Guarantor further agrees that, if (i) any payment made by Borrower or any other person and applied to the Trustee of all Obligations is at any time annulled, avoided, set aside, rescinded, invalidated, declared to be fraudulent 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 preferential 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 refunded or repaid, or (ii) the terms proceeds 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 Collateral are required to be paid returned by any Guarantied Party to the Guarantor Borrower, its estate, trustee, receiver or any other party, including any Guarantor, under any bankruptcy law, equitable cause or any other Requirement of Law, then, to the extent of such payment or repayment, any such Guarantor's liability hereunder (and any Event Lien or other Collateral securing such liability) shall be and remain in full force and effect, as fully as if such payment had never been made. If, prior to any of Default under the Indenture has foregoing, this Guaranty shall have been cured, it being understood that the cancelled or surrendered (and if any Lien or other Collateral securing such Guarantor’s obligations 's liability hereunder shall terminate following payment have been released or terminated by virtue of such cancellation or surrender), this Guaranty (and such Lien or other Collateral) shall be reinstated in full force and effect, and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the Issuer and/or the obligations of any 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 to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. amount of such payment (New York time) on or any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business DayLien or other Collateral securing such obligation).

Guaranty. (a) The Guarantor hereby unconditionally and irrevocably guarantees the full and punctual payment when due, as a guaranty of payment and not of collection, whether at the Stated Maturity, or earlier or later by acceleration or otherwise, of all obligations of the Issuer now or hereafter existing under the Indenture and the 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 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 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 A. Subject to the terms, provisions and limitations of this Guaranty, Guarantor hereby absolutely, unconditionally and irrevocably guarantees to Landlord the full full, complete and punctual timely 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, to Landlord of all obligations of the Issuer now or hereafter existing under the Indenture Minimum Rent, Percentage Rent, and the Notesapplicable Late Charges (collectively, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed ObligationsRent”)) as and when such amounts become due and payable in accordance with the Hotel Lease during the Guaranty Term, and the Guarantor agrees to pay without deduction, reduction or credit by reason of any and all expenses set-off (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 except 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 extent 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 set-offs to be paid under which Tenant is expressly entitled pursuant to the terms of the Indenture Hotel Lease); provided, however, that the Aggregate Amount Funded shall in no event exceed the Guaranty Funding Limit. Subject to the terms, provisions and the Notes. (c) The obligation limitations of the Guarantor under this Guaranty, this Guaranty shall be absolute is an absolute, irrevocable and unconditional upon receipt by guaranty of payment. For purposes hereof, and notwithstanding anything to the contrary contained in the Hotel Lease, it of is expressly understood and agreed that the notice contemplated herein absent manifest error. The Guarantor Guaranteed Rent guaranteed hereunder 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 include any sums for damages arising from an Event of Default or termination of the Hotel Lease, specifically including damages computed on the basis of the acceleration of any Rent due under the Indenture has been curedHotel Lease, it being understood and agreed that the Guarantor’s obligations agreement to pay Guaranteed Rent hereunder shall terminate following payment not exceed the amount of Minimum Rent, Percentage Rent and applicable Late Charges payable during the Guaranty Term in accordance with the Hotel Lease. Any defense, claim, counterclaim or offset that would be available to Tenant under the Hotel Lease or applicable law arising as a result of Landlord’s failure to mitigate damages pursuant to the terms of Section 12.2 of the Hotel Lease shall, notwithstanding anything to the contrary contained in Section 16.A hereof, likewise be available to and for the benefit of Guarantor (but Landlord’s failure to mitigate damages will not serve as a basis, standing alone, for termination of this Guaranty). B. Guarantor shall pay the Guaranteed Rent, in amounts required hereunder, within ten (10) Business Days after Landlord provides notice hereunder to Guarantor of Tenant’s failure to pay such amounts; provided, however, that in the event of an Exercise of Rights or Repossession, the above-referenced period of “ten (10) Business Days” shall be “twenty (20) Business Days.” During the course of each Fiscal Year, the Guaranteed Rent and the Amount Funded will be calculated for each Accounting Period within such Fiscal Year (on a cumulative basis for all Accounting Periods then elapsed during such Fiscal Year). The actual Guaranteed Rent and Amount Funded shall be trued-up and adjusted after each Accounting Period (and after each Fiscal Year), based on the actual cumulative Minimum Rent, Percentage Rent, Late Charges and Cash Available for Lease Payments through such Accounting Period (or through the end of such Fiscal Year, as the case may be). Guarantor and Landlord shall cooperate with respect to each such true-up calculation and shall promptly share all calculations and determinations relating thereto or resulting therefrom. 1. If any such true-up calculation demonstrates that Guarantor overfunded the Guaranteed Rent during the applicable period, Landlord shall repay to Guarantor the amount of such overfunding (any such repaid amount, or offset and reduced amount, as provided herein, the “Repaid Amount”) within five (5) Business Days after the first to occur of (i) Landlord’s actual knowledge of the occurrence of such overfunding and the amount thereof, or (ii) Landlord’s receipt of notice from Guarantor identifying the amount of such overfunding; provided, however, in lieu of such payment, Guarantor may, at its election, upon notice to Landlord, offset and reduce (or cause Tenant to offset and reduce) the amount of Guaranteed Rent otherwise payable by Guarantor hereunder (or by Tenant under the Lease, as the case may be) by the Issuer and/or amount of such overfunding or any portion thereof. The parties agree that (a) the Guarantor total 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 Amount Funded shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received reduced by the Trustee pursuant to this Section 2 after 12:00 p.m. any such Repaid Amount; (New York timeb) on any Business Day will such Repaid Amount shall be deemedtreated, for purposes of this Guaranty, as if it was never funded by Guarantor; and (c) such Repaid Amount shall not be included in the calculation of Aggregate Amount Funded for purposes of determining whether the Guaranty Funding Limit has been reached pursuant to have Section 3.A.1 hereof. 2. If any such true-up calculation demonstrates that Guarantor underfunded the Guaranteed Rent during the applicable period, Guarantor shall pay to Landlord the amount of any such underfunding (any such additional payment, the “Additional Funded Amount”) within five (5) Business Days after the first to occur of (i) Guarantor’s or (except in the case of an Exercise of Rights or a Repossession) Tenant’s actual knowledge of the occurrence of such underfunding and the amount thereof, or (ii) Guarantor’s receipt of notice from Landlord identifying the amount of such underfunding. Landlord’s failure to provide such notice with respect to Additional Funded Amounts within any specific time period shall not be a waiver of Landlord’s rights under this Guaranty. The parties agree that any amounts funded by Guarantor as Additional Funded Amounts shall be added to, and shall be treated for all purposes hereunder as, Amount Funded. 3. Notwithstanding anything in this Section 2.B to the contrary, nothing herein shall require (or be deemed to require) Guarantor to pay any Percentage Rent prior to the time such Percentage Rent is payable in accordance with the provisions of the Hotel Lease. C. In the event Guarantor and Tenant should each pay the same Guaranteed Rent to Landlord (i.e., Guarantor funds a portion of the Guaranteed Rent pursuant to the provisions hereof and Tenant funds the same amounts from the Hotel Property), (i) Landlord shall return to Guarantor the amounts that were paid by Guarantor within five (5) Business Days after the first to occur of (a) Landlord’s actual knowledge of the occurrence of such payment and the amount thereof, or (b) Landlord’s receipt of notice from Guarantor identifying the amount of such payment; (ii) the total amount of the Amount Funded shall be reduced by any such repaid amounts; (iii) such repaid amounts shall be treated, for purposes of this Guaranty, as if they were never funded by Guarantor; and (iv) such repaid amounts shall not be included in the calculation of Aggregate Amount Funded for purposes of determining whether the Guaranty Funding Limit has been received by reached pursuant to Section 3.A.1 hereof. D. Subject to the Trustee on terms, provisions and limitations of this Guaranty, this Guaranty is a continuing Guaranty and shall remain in full force and effect until the next succeeding Business Dayindefeasible satisfaction and discharge in full of Guarantor’s obligations hereunder.