Common use of Guaranteed Obligations Clause in Contracts

Guaranteed Obligations. The Company, jointly and severally with any other guarantors, hereby absolutely, unconditionally and irrevocably guarantees to the Agent and the Lenders on a continuing basis the full, complete and punctual payment when due, whether at stated maturity, by acceleration or otherwise, of any and all sums due from, and any and all Obligations of the Borrower to the Agent and the Lenders now or hereafter existing under the Notes, the Letters of Credit, the Secured Hedging Obligations and the Amended and Restated Credit Agreement, without regard to the Borrower's use of the proceeds of the Loans, the Letters of Credit or the Secured Hedging Obligations, whether for principal, premium, interest, fees, costs, expenses or otherwise, including, without prejudice to the generality of the foregoing, the prompt payment of the Notes and payment of interest and premium thereon at the times and in the manner specified in the Notes and the Amended and Restated Credit Agreement, prompt payment of amounts owing pursuant to the issuance of the Letters of Credit, prompt payment of the Secured Hedging Obligations at the times and in the manner specified in the documentation therefor and the payment of any and all expenses (including reasonable counsel fees and expenses) incurred by the Agent and the Lenders in enforcing any rights under the Notes, the Letters of Credit, the Secured Hedging Obligations, the Amended and Restated Credit Agreement and this Agreement. Without limiting the generality of the foregoing, the Company's liability shall extend to all amounts that would be owed by the Borrower to the Agent and the Lenders under the Amended and Restated Credit Agreement but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower. Each of the obligations guaranteed as set forth in this Section 2.1 is hereinafter referred to severally as a "Guaranteed Obligation" and collectively as the "Guaranteed Obligations".

Guaranteed Obligations. The Company, jointly and severally with any other guarantors, Guarantor hereby absolutely, unconditionally ---------------------- and irrevocably guarantees to the Agent and the Lenders on a continuing basis the full, complete full and punctual payment when due, due (whether at stated maturity, by upon acceleration or otherwise) of the obligations of the Company to the Holders arising under the Notes of every kind and description, direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, including without limitation all principal, premium (if any), and interest (including interest accruing on or after the filing of any and all sums due from, and any and all Obligations of the Borrower to the Agent and the Lenders now or hereafter existing under the Notes, the Letters of Credit, the Secured Hedging Obligations and the Amended and Restated Credit Agreement, without regard to the Borrower's use of the proceeds of the Loans, the Letters of Credit petition in bankruptcy or the Secured Hedging Obligationscommencement of any insolvency, reorganization or like proceeding, relating to either Issuer, whether or not a claim for principal, premium, interest, fees, costs, expenses such post-filing or otherwise, including, without prejudice to the generality of the foregoing, the prompt payment of post-petition interest is allowed) on the Notes and all reasonable costs of collection and enforcement thereof, and all taxes, charges, expenses, attorneys fees and accountant fees chargeable to the Issuers or payable by the Issuers thereunder (collectively, the "Guaranteed Obligations"). This Guarantee is a guarantee of payment and not of interest and premium thereon collection. All payments made by the Guarantor under this Guarantee shall be paid at the times place and in the manner specified in the Notes Indenture and the Amended and Restated Credit Agreement, prompt payment of amounts owing pursuant to the issuance Notes. The obligations of the Letters of Credit, prompt payment Guarantor under this Guarantee shall be unconditional and primary (as though the Guarantor were the maker of the Secured Hedging Guaranteed Obligations), irrespective of the validity, regularity or enforceability of any Guaranteed Obligation or the Indenture, and shall not be affected by any action taken under the Guaranteed Obligations at or the times and Indenture in the exercise of any right or remedy therein conferred, or by any failure or omission on the part of the Trustee or any Holder to enforce any right given thereunder or hereunder or any remedy conferred thereby or hereby, or by any waiver of any term, covenant, agreement or condition of the Guaranteed Obligations, this Guarantee or the Indenture, or by any release of any security or any other guaranty at any time existing for the benefit of the Guaranteed Obligations, or by the merger or consolidation of either of the Issuers, or by sale, lease or transfer by either of the Issuers to any person of any or all of its properties, or by any action of the Trustee or any Holder granting indulgence or extension to, or waiving or acquiescing in any default by either of the Issuers, or any successor to either Issuer or by any other party which shall have assumed the obligations of either Issuer, or by reason of any disability or other defense of either Issuer or any successor to either Issuer, or by any modification, alteration, or circumstance whatsoever (with or without notice to or knowledge of the Guarantor) which may or might in any manner specified in or to any extent vary the documentation therefor risk of the Guarantor hereunder, it being the purpose and intent of the payment Guarantor that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all expenses circumstances and shall not be discharged except by payment or performance or by release as herein provided, and then only to the extent of such payment, performance or release. The Guarantor further agrees that if at any time all or any part of any payment theretofore applied by the Trustee to any of the Guaranteed Obligations is or must be rescinded or returned by the Trustee or Holders of Notes for any reason whatsoever (including reasonable counsel fees and expenses) incurred the insolvency, bankruptcy or reorganization of either of the Issuers or the undersigned), such Guaranteed Obligations shall, for the purposes of this Guarantee, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence, notwithstanding such application by the Agent Trustee, and this Guarantee shall continue to be effective or be reinstated, as the Lenders in enforcing any rights under the Notescase may be, the Letters of Credit, the Secured Hedging as to such Guaranteed Obligations, the Amended and Restated Credit Agreement and this Agreement. Without limiting the generality of the foregoing, the Company's liability shall extend to all amounts that would be owed as though such application by the Borrower to the Agent and the Lenders under the Amended and Restated Credit Agreement but for the fact that they are unenforceable or Trustee had not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower. Each of the obligations guaranteed as set forth in this Section 2.1 is hereinafter referred to severally as a "Guaranteed Obligation" and collectively as the "Guaranteed Obligations"been made.

Guaranteed Obligations. The Company, jointly and severally with any other guarantors, hereby Guarantor absolutely, irrevocably, and unconditionally and irrevocably guarantees to the Agent Beneficiary, its successors and the Lenders on endorsees and assignees, as primary obligor and not merely as a continuing basis the fullsurety, complete and punctual payment when due, whether at stated maturity, by acceleration or otherwise, of any and all sums due from, and any and all Obligations of the Borrower to the Agent and the Lenders now or hereafter existing under the Notes, the Letters of Credit, the Secured Hedging Obligations and the Amended and Restated Credit Agreement, without regard to the Borrower's use of the proceeds of the Loans, the Letters of Credit or the Secured Hedging Obligations, whether for principal, premium, interest, fees, costs, expenses or otherwise, including, without prejudice to the generality of the foregoing, the prompt payment of the Notes and payment of interest and premium thereon at the times and in the manner specified in the Notes and the Amended and Restated Credit Agreement, prompt payment of amounts owing pursuant to the issuance of the Letters of Credit, prompt payment of the Secured Hedging Obligations at the times and in the manner specified in the documentation therefor and (i) the payment of all present and future amounts owed by HQSub to the Beneficiary under the Agreement (excluding HQSub’s obligation to pay Net Decommissioning Costs, but including payment of HQSub’s indemnification obligations, other than as may relate to Net Decommissioning Costs), not later than the date that is thirty (30) days after a written demand by the Beneficiary upon the Guarantor stating that HQSub has failed to pay any and such amount when due under the Agreement after demand therefor in accordance with the Agreement; provided, that the aggregate liability of the Guarantor under this Section 1(a) shall not exceed [*** U.S. Dollars (U.S. $***)] (the “Stated Cap”), plus (ii) payment of all Decommissioning Liquidated Damages, as provided in Section 1(b) of this Guaranty, plus (iii) payment of all third-party, out-of-pocket costs or expenses (including reasonable counsel fees and expenses) reasonably incurred by the Agent Beneficiary to enforce its rights against the Guarantor under this Guaranty including reasonable attorneys’ fees, court costs and similar costs (such amounts and such costs and expenses hereinafter collectively called “Guaranteed Obligations”); provided, further, that it shall be a condition precedent to the Lenders in enforcing any rights Guarantor’s obligations under this Guaranty that the Construction Phase shall have commenced under the NotesAgreement; provided, the Letters further, that, subject to Section 8 of Creditthis Guaranty, the Secured Hedging Obligations, the Amended this Guaranty shall terminate when and Restated Credit Agreement and as provided in Section 9 of this Agreement. Without limiting the generality of the foregoing, the Company's liability shall extend to all amounts that would be owed by the Borrower to the Agent and the Lenders under the Amended and Restated Credit Agreement but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower. Each of the obligations guaranteed as set forth in this Section 2.1 is hereinafter referred to severally as a "Guaranteed Obligation" and collectively as the "Guaranteed Obligations"Guaranty.

Guaranteed Obligations. The CompanyGuarantor hereby absolutely, irrevocably, unconditionally, jointly and severally with any other guarantorsseverally, hereby absolutely, unconditionally and irrevocably guarantees to District (a) the Agent full and the Lenders on a continuing basis the full, complete and punctual payment when due, whether at stated maturity, by acceleration or otherwise, performance of any and all sums due fromof Developer’s agreements, obligations, and any covenants as set forth in the PDA, Construction and all Obligations of the Borrower to the Agent Use Covenant, and the Lenders now or hereafter existing under the Notes, the Letters of Credit, the Secured Hedging Obligations and the Amended and Restated Credit Agreement, without regard to the Borrower's use of the proceeds of the Loans, the Letters of Credit or the Secured Hedging Obligations, whether for principal, premium, interest, fees, costs, expenses or otherwiseAffordability Covenant, including, without prejudice to the generality of the foregoinglimitation, the prompt payment of the Notes and payment of interest and premium thereon at the times and in the manner specified in the Notes and the Amended and Restated Credit Agreement, prompt payment of amounts owing pursuant to the issuance of the Letters of Credit, prompt payment of the Secured Hedging Obligations at the times and in the manner specified in the documentation therefor and the payment of all amounts required of Developer and performance of all obligations of Developer set forth therein, including the satisfaction of all indemnification obligations of Developer under the same for the benefit of District; (b) that Commencement of Construction of the Project shall occur within thirty (30) days following the Effective Date of the Construction and Use Covenant; (c) Developer’s obligations to cause the Project to be completed in accordance with the Approved Plans and Specifications, as required in the PDA, Construction and Use Covenant, and Affordability Covenant; (d) that all costs for labor, materials, and services in connection with the design, development, and construction of the Project shall be paid when due (including, without limitation, costs and fees of all architects and engineers, every general contractor and subcontractors and suppliers and in connection with construction of the Project); (e) that the Property shall be free and clear of all liens in favor of any persons furnishing labor, materials, or services in connection with the design, development, or construction of the Project; and (f) the truth, accuracy, and completeness of all of Developer’s representations and warranties as set forth in the PDA. Further, Guarantor absolutely, irrevocably, unconditionally, jointly and severally, agrees to the fullest extent permitted by law, to indemnify, defend, and hold harmless District from any and all expenses loss, cost, liability, and expense arising out of or in connection with (including reasonable counsel fees i) the failure of Developer to perform fully and expenses) incurred by timely its agreements, covenants, and obligations under the Agent PDA, Construction and Use Covenant, and the Lenders in enforcing Affordability Covenant and (ii) the enforcement of this Guaranty by District (including, without limitation, reasonable attorneys’ fees). Upon the occurrence of any rights failure of Developer to fully and timely perform its agreements, covenants, and obligations under the NotesPDA, the Letters Construction and Use Covenant, and Affordability Covenant, upon request by District, Guarantors shall, at Guarantor’s sole cost and expense, cure such default by or failure of Credit, the Secured Hedging Obligations, the Amended and Restated Credit Agreement and this AgreementDeveloper. Without limiting the generality The obligations of the foregoing, the Company's liability shall extend to all amounts that would be owed by the Borrower to the Agent and the Lenders under the Amended and Restated Credit Agreement but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower. Each of the obligations guaranteed as Guarantor set forth in this Section 2.1 is 3 shall hereinafter be collectively referred to severally as a "Guaranteed Obligation" and collectively herein as the "“Guaranteed Obligations"”. Following Final Completion and the issuance of the District’s Certificate of Final Completion, this Guaranty shall terminate and the Guarantor shall have no further obligations hereunder.

Guaranteed Obligations. The CompanyGuarantors, jointly and severally with any other guarantorsseverally, hereby absolutelyunconditionally, unconditionally absolutely and irrevocably guarantees guarantee to Landlord the Agent timely payment and the Lenders on a continuing basis the full, complete performance by Tenant of each and punctual payment when due, whether at stated maturity, by acceleration or otherwise, every obligation of any and all sums due from, and any and all Obligations of the Borrower to the Agent and the Lenders now or hereafter existing Tenant under the Notes, the Letters of Credit, the Secured Hedging Obligations and the Amended and Restated Credit Agreement, without regard to the Borrower's use of the proceeds of the Loans, the Letters of Credit or the Secured Hedging Obligations, whether for principal, premium, interest, fees, costs, expenses or otherwiseMaster Lease, including, without prejudice to limitation, payment of all Base Rent, all other rent, and all other amounts now or hereafter due under the generality Master Lease, and all indemnification and other obligations of Tenant under the Master Lease, whether arising during the Initial Term or any renewals or extensions thereof, in strict accordance with the terms of the foregoingMaster Lease (collectively, the prompt payment of the Notes “Contract Obligations”). In addition, Guarantors, jointly and payment of interest severally, hereby unconditionally, absolutely and premium thereon at the times and in the manner specified in the Notes and the Amended and Restated Credit Agreement, prompt payment of amounts owing pursuant irrevocably agree to the issuance of the Letters of Credit, prompt payment of the Secured Hedging Obligations at the times and in the manner specified in the documentation therefor and the payment of pay on demand any and all costs, expenses (including reasonable counsel and fees and expenses) of any type whatsoever including, without limitation, attorneys’ fees incurred by the Agent and the Lenders Landlord in enforcing any rights under this Guaranty or under the NotesMaster Lease (collectively, the Letters of Credit, “Expenses”). The Contract Obligations and the Secured Hedging Expenses are collectively referred to as the “Guaranteed Obligations, the Amended and Restated Credit Agreement and this Agreement”. Without limiting the generality of the foregoing, the Company's Guarantors' liability shall extend to all amounts that would be constitute part of the Guaranteed Obligations and that are owed by the Borrower Tenant to the Agent and the Lenders Landlord under the Amended and Restated Credit Agreement but for the fact Master Lease, including those that they are may be unenforceable or not allowable due to the existence of a any bankruptcy, reorganization or similar proceeding involving Tenant; provided, however, that the Borrower. Each Guaranteed Obligations shall not exceed an amount equal to the next thirty (30) months of then-current Rent payable by Tenant to Landlord under the Lease at the time of the obligations guaranteed as set forth in this Section 2.1 is hereinafter referred notice of default from Landlord to severally as a "Guaranteed Obligation" and collectively as the "Guaranteed Obligations"Tenant.

Guaranteed Obligations. The CompanyGuarantor does hereby irrevocably and unconditionally guarantee as primary obligor and not as surety to each of the Lessee, jointly the Owner Lessor, the Indenture Trustee and severally with any other guarantors, hereby absolutely, unconditionally the Noteholders and irrevocably guarantees their respective successors and permitted assigns (each a "Guaranteed Party" and collectively the "Guaranteed Parties") (a) the punctual payment to the Agent and Person entitled to receive such payment from the Lenders on a continuing basis the fullEquity Investor, complete and punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all amounts payable at any time by the Equity Investor Transferee under and all sums due fromin accordance with the Operative Documents to which the Equity Investor Transferee is a party (each a "Guaranteed Agreement" and collectively, the "Guaranteed Agreements"), however created, arising or evidenced, whether direct or indirect, primary or secondary, absolute Exhibit G to Participation Agreement or contingent, joint or several, and any and all Obligations of the Borrower to the Agent and the Lenders whether now or hereafter existing or due or to become due, and (b) the full and prompt performance by the Equity Investor Transferee of each and every duty, agreement, covenant, undertaking, indemnity and obligation of the Equity Investor Transferee under and in accordance with the Notesterms of the Guaranteed Agreements, however created, arising or evidenced, whether direct or indirect, primary or secondary, absolute or contingent, joint or several, and whether now or hereafter existing or due or to become due, taking into account applicable notice and grace periods. The Guarantor hereby agrees that if for any reason the Letters of Credit, the Secured Hedging Obligations Equity Investor Transferee shall fail to pay fully and the Amended and Restated Credit promptly any amount payable under any Guaranteed Agreement, without regard as and when the same shall become due and payable, or if the Equity Investor Transferee shall fail to the Borrower's use perform and discharge any duty, agreement, covenant, undertaking or obligation of the proceeds of Equity Investor Transferee under any Guaranteed Agreement, then the Loans, the Letters of Credit or the Secured Hedging Obligations, whether for principal, premium, interest, fees, costs, expenses or otherwise, including, without prejudice to the generality of the foregoing, the prompt payment of the Notes and payment of interest and premium thereon at the times and Guarantor (i) in the manner specified in the Notes and the Amended and Restated Credit Agreement, prompt payment event of amounts owing pursuant any such failure to the issuance of the Letters of Credit, prompt payment of the Secured Hedging Obligations at the times and in the manner specified in the documentation therefor and the make payment of any amount, shall promptly upon demand by any Guaranteed Party pay such amount to the Person entitled thereto, and all expenses (including reasonable counsel fees ii) in the event of any failure to perform and expenses) incurred by discharge any such other duty, agreement, covenant, undertaking or obligation, shall cause the Agent same to be promptly performed and discharged. The amounts payable by, and the Lenders in enforcing any rights under the Notesduties, agreements, covenants, undertakings and obligations of, the Letters of Credit, the Secured Hedging Obligations, the Amended and Restated Credit Agreement and this Agreement. Without limiting the generality of the foregoing, the Company's liability shall extend to all amounts that would be owed by the Borrower to the Agent and the Lenders under the Amended and Restated Credit Agreement but for the fact that they Equity Investor Transferee hereby guaranteed are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower. Each of the obligations guaranteed as set forth in this Section 2.1 is hereinafter referred to severally as a "Guaranteed Obligation" and collectively as the "Guaranteed Obligations" and individually as a "Guaranteed Obligation".

Guaranteed Obligations. The Company, jointly Guarantor hereby irrevocably and severally with any other guarantors, hereby absolutely, unconditionally and irrevocably guarantees to Agent that after a Borrower has commenced construction of the Agent applicable Project, if for any reason such Borrower fails to perform its Guaranteed Obligations with respect to the Project in accordance with the Loan Documents, in each case after delivery of any notices to the applicable Borrower and the Lenders on a continuing basis the full, complete and punctual payment when due, whether at stated maturity, by acceleration or otherwise, expiration of any and all sums due fromapplicable cure periods provided under the Loan Documents, and any and all Obligations then, within [thirty (30)] days after written demand by Agent, Guarantor will, at Guarantor’s option, either (a) immediately undertake to perform and/or pay the portion of the applicable Guaranteed Obligations that have not been performed or paid by such Borrower in accordance with the Loan Documents, in each case subject to the Agent and applicable Maximum Amount, or (b) deposit into the Lenders now or hereafter existing under Company Account (as defined in the NotesDisbursement Agreement), the Letters of Creditin immediately available funds, the Secured Hedging Obligations and the Amended and Restated Credit Agreement, without regard to the Borrower's use such portion of the proceeds of the Loans, the Letters of Credit applicable Maximum Amount reasonably necessary to complete performance or the Secured Hedging Obligations, whether for principal, premium, interest, fees, costs, expenses or otherwise, including, without prejudice to the generality of the foregoing, the prompt payment of the Notes and unperformed or unpaid Guaranteed Obligations for the applicable Project (in calculating such amount, the cost to complete such performance or payment shall be net of interest and premium thereon at the times and any funds then held in the manner specified Company Account, the Loan Proceeds Account, the Construction Disbursement Account and the Draw Account (as such terms are defined in the Notes Disbursement Agreement)), which deposit shall be deemed to satisfy Guarantor’s obligations hereunder with respect to the unperformed or unpaid Guaranteed Obligations covered by such deposit, unless the actual cost of completing such unperformed Guaranteed Obligations exceeds the amount of the deposit in which case Guarantor shall have the obligation to deposit such additional amount as may be necessary to pay such costs, subject to Guarantor’s maximum liability hereunder. For avoidance of doubt, upon the satisfaction of Guarantor’s Guaranteed Obligations with respect to a Project, Guarantor’s Guaranteed Obligations shall continue with respect to the other Project until such time as Guarantor’s Guaranteed Obligations with respect to the other Project are satisfied in full under this Guaranty. If Guarantor elects to proceed under clause (a) of this Paragraph, then Guarantor shall have the right, so long as it is diligently performing its obligations under this Guaranty, to draw any remaining funds in the Company Account, the Loan Proceeds Account, the Construction Disbursement Account and the Amended and Restated Credit Agreement, prompt payment of amounts owing pursuant to Draw Account in accordance with the issuance terms of the Letters of Credit, prompt payment of the Secured Hedging Obligations at the times and in the manner specified in the documentation therefor and the payment of any and all expenses (including reasonable counsel fees and expenses) incurred by the Agent and the Lenders in enforcing any rights under the Notes, the Letters of Credit, the Secured Hedging Obligations, the Amended and Restated Credit Agreement and this Agreement. Without limiting the generality of the foregoing, the Company's liability shall extend to all amounts that would be owed by Loan Documents as if it were the Borrower to the Agent thereunder and the Lenders under the Amended and Restated Credit Agreement but for the fact that they are unenforceable or not allowable due to the existence no Event of a bankruptcy, reorganization or similar proceeding involving the Borrower. Each of the obligations guaranteed as set forth in this Section 2.1 is hereinafter referred to severally as a "Guaranteed Obligation" and collectively as the "Guaranteed Obligations"Default existed.

Guaranteed Obligations. The CompanyIt is understood and agreed, jointly for the avoidance of doubt, that (a) annuities, guaranteed investment contracts, funding agreements, Federal Home Loan Bank Advances and severally similar instruments and agreements, (b) obligations (including without limitation trust obligations) under reinsurance, coinsurance, modified coinsurance agreements or similar agreements and related trust agreements, and (c) obligations and liabilities arising under insurance products created or entered into in the normal course of business shall not constitute “Indebtedness.” Notwithstanding the foregoing, Indebtedness shall not include: (1) the following obligations issued in connection with the funding or financing of statutory reserves with respect to which such Person has no obligation to repay: (A) Surplus Notes or other obligations of Subsidiaries of such Person, (B) any securities backed by such Surplus Notes, (C) letters of credit issued for the account of Subsidiaries of such Person that are not issued under this Agreement, (D) any guarantees by the issuers of the obligations described in (A), (B) and (C) above, and (E) any guarantee of a parent of the obligations of a Subsidiary in connection with any other guarantorssuch funding or financing of statutory reserves, hereby absolutelyincluding guarantees of the obligations described in (A) and (B) above, unconditionally and irrevocably guarantees to provided that any such guarantee is either approved or not disapproved, as the Agent and the Lenders on a continuing basis the full, complete and punctual payment when due, whether at stated maturitycase may be, by acceleration or otherwisethe applicable Governmental Authority; (2) the sale and issuance of $800 million of senior notes of PLC during the fourth quarter of 2009, the proceeds of which were used to purchase Reserve Financing Notes in connection with the funding of statutory reserves, including any and all sums due fromrefinancing thereof from time to time, and any and all Obligations of the Borrower to the Agent and the Lenders now or hereafter existing under the Notes, the Letters of Credit, the Secured Hedging Obligations and the Amended and Restated Credit Agreement, without regard to the Borrower's use of the proceeds of the Loans, the Letters of Credit or the Secured Hedging Obligations, whether for principal, premium, interest, fees, costs, expenses or otherwise, including, without prejudice to the generality of the foregoing, the prompt payment of the Notes and payment of interest and premium thereon at the times and in the manner specified in the Notes and the Amended and Restated Credit Agreement, prompt payment of amounts owing subsequent reserve financing transaction approved pursuant to the issuance Credit Agreement; (3) any Short-Term Indebtedness incurred for the pre-funding of anticipated policy obligations or anticipated investment cash flow; (4) obligations that are not otherwise included in items (i) through (viii) of the Letters definition of CreditIndebtedness, prompt payment of the Secured Hedging Obligations at the times and in the manner specified in the documentation therefor and the payment of any and all expenses (including reasonable counsel fees and expenses) incurred by the Agent and the Lenders in enforcing any rights under the Notes, the Letters of Credit, the Secured Hedging Obligations, the Amended and Restated Credit Agreement and this Agreement. Without limiting the generality of the foregoing, the Company's liability shall extend to all amounts that but which would be owed classified as a liability on such Person’s financial statements only by the Borrower reason of FASB ASC 810 or a subsequent accounting pronouncement having a substantially similar impact so long as such obligations remain nonrecourse; (5) any indebtedness of a separate account maintained by a Subsidiary for which there is no recourse to the Agent and Company or the Lenders under the Amended and Restated Credit Agreement but for the fact that they are unenforceable Guarantor; or not allowable due (6) any indebtedness consisting of obligations owed to the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower. Each of the obligations guaranteed as set forth bank in this Section 2.1 is hereinafter referred to severally as a "Guaranteed Obligation" and collectively as the "Guaranteed Obligations"connection with cash management services.

Guaranteed Obligations. The Company(a) Subject to the terms and conditions hereof, jointly and severally with any other guarantors, Guarantor hereby absolutely, irrevocably and unconditionally and irrevocably guarantees to the Administrative Agent and the Lenders on Lenders, the construction, development and completion of the Tenant Improvement Work as required pursuant to the DCAS Lease and, to the extent Borrower has commenced any Capital Expenditures Work or Other Tenant Improvement Work, construct, develop and complete the Capital Expenditures Work or Other Tenant Improvement Work, as applicable, to completion, in each case, in a continuing basis good and workmanlike manner and in accordance with Legal Requirements in all material respects and in accordance with the full, complete terms and punctual payment when due, whether at stated maturity, by acceleration or otherwise, conditions of the Loan Agreement free and clear of any and all sums due fromLiens other than Permitted Encumbrances, and any and all Obligations of the Borrower other work contemplated or required to the Agent and the Lenders now or hereafter existing under the Notes, the Letters of Credit, the Secured Hedging Obligations and the Amended and Restated Credit Agreement, without regard to the Borrower's use of the proceeds of the Loans, the Letters of Credit or the Secured Hedging Obligations, whether for principal, premium, interest, fees, costs, expenses or otherwise, including, without prejudice to the generality of the foregoing, the prompt payment of the Notes and payment of interest and premium thereon at the times and in the manner specified in the Notes and the Amended and Restated Credit Agreement, prompt payment of amounts owing be completed pursuant to the issuance of Loan Documents and Legal Requirements (collectively, the Letters of Credit, prompt payment of the Secured Hedging Obligations at the times and “Guaranteed Work”); provided that amounts set forth in the manner specified Project Budget shall not be a limitation on any obligation to complete the Guaranteed Work in the documentation therefor accordance with this Guaranty, regardless of cost. Furthermore, Guarantor shall: (i) perform, construct, erect, install and the payment of any fully complete, or cause to be performed, constructed, erected, installed and all expenses (including reasonable counsel fees and expenses) incurred by the Agent and the Lenders in enforcing any rights under the Notesfully completed, the Letters of Credit, the Secured Hedging Obligations, the Amended and Restated Credit Agreement and this AgreementGuaranteed Work. Without limiting the generality of the foregoing, Guarantor guarantees that with respect to such Guaranteed Work: (A) performance of the Company's liability Guaranteed Work shall extend commence and be completed within the time limits set forth in the Loan Agreement, the Leases and the applicable schedule set forth in any Project Budget submitted to Administrative Agent in connection with any Future Advance; (B) the Guaranteed Work shall be performed and completed in accordance with the Loan Documents, the Leases and any documents submitted to Administrative Agent in connection with an Advance, without deviation therefrom unless approved by Administrative Agent in writing; and (C) all out-of-pocket costs and expenses of performing the Guaranteed Work, including, without limitation, all Capital Expenditure Work, TI/LC Costs and Other TI/LC Costs, shall be paid as and when due, including without limitation, all claims and demands for labor, materials, tools, equipment, supplies and/or services incurred or used to construct and complete the Guaranteed Work; (ii) cause the Property at all times to be free and clear of any Liens of any nature connected with or arising from the performance and completion of the Guaranteed Work, whether equal or prior in lien or other priority or subordinate to the lien of the Mortgage, and fully reimburse Administrative Agent, the Lenders, Construction Consultant and their respective Affiliates (each, a “Lender Party”, and collectively, the “Lender Parties”), for any and all reasonable out-of-pocket sums expended or incurred by any Lender Party to pay or discharge any Liens entered or filed against the Property, subject to the right to contest same as set forth in the Loan Agreement, including, without limitation, any and all damages, reasonable out-of- pocket costs and expenses and reasonable attorneys’ fees that any Lender Party may actually incur by reason thereof; (iii) fully reimburse Lender Parties for any and all reasonable out-of- pocket amounts expended or incurred by any Lender Party for or toward the performance and completion of the Guaranteed Work as a result of (and after notice to Guarantor of) the failure by Borrower or Guarantor to prosecute the Guaranteed Work diligently and complete the same in accordance with the terms and conditions of the Loan Agreement and the Leases; and (iv) fully indemnify, defend and hold the Lender Parties harmless from and against any and all costs, claims, actions, causes of action, losses, liabilities or reasonable out-of-pocket expenses, including, without limitation, diminution in value of the collateral for the Loan as well as reasonable attorney’s fees and court costs and damages related to or resulting or arising from any failure by Borrower or Guarantor to fully perform and complete the Guaranteed Work as and when required under the Loan Agreement and the Leases (giving effect to applicable grace, notice and cure periods) but excluding any direct or indirect consequential damages and any punitive or special damages (except to the extent any of the foregoing result in amounts that would are actually paid to a third party). (b) Guarantor, hereby absolutely and unconditionally guarantees to Administrative Agent payment of any TI/LC Costs and Other TI/LC Costs that will be owed incurred pursuant to the DCAS Lease and any other Lease (excluding the DCAS Lease), respectively, executed by Borrower on or before the date Administrative Agent commences exercise of its remedies under the Loan Documents, and, for the avoidance of doubt, neither Administrative Agent nor any Lender shall be required to demonstrate a loss or other impairment under the Loan in order to enforce the obligation in this clause (b). (c) Guarantor shall comply with all of the requirements of the Loan Agreement and this Guaranty relating to the Guaranteed Work. If Guarantor fails to comply with such requirements, and then if Administrative Agent (on behalf of the Lenders) exercises its right under the Loan Agreement and the other Loan Documents to take possession of the Property and complete the Guaranteed Work, the provisions of Section 1(d) of this Guaranty shall apply. Any out-of-pocket amounts reasonably expended by Administrative Agent or the Lenders and not reimbursed within five (5) Business Days of demand therefor shall accrue interest at the Default Rate until paid in full. (d) If Administrative Agent (on behalf of the Lenders) exercises its right under the Loan Agreement and the other Loan Documents to take possession of the Property and complete the Guaranteed Work upon Guarantor’s failure to comply with the provisions of Section 1(a)(i) above, Guarantor shall not have the right to complete the Guaranteed Work, but shall remain liable for all other obligations under this Guaranty. (e) The payment, compliance and performance obligations guaranteed by Guarantor pursuant to this Section 1 are hereinafter collectively referred to as the “Guaranteed Obligations”. The liabilities of Guarantor under this Section 1 shall not be limited by the Borrower to amount of the Agent Loan, but shall be determined solely by the cost of performance and completion of the Guaranteed Work and the Lenders under the Amended and Restated Credit Agreement but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower. Each performance of the obligations guaranteed as other undertakings set forth in this Section 2.1 is hereinafter referred 1. Notwithstanding anything to severally as a "Guaranteed Obligation" and collectively as the "Guaranteed Obligations".contrary contained in this Guaranty, (i) in no event shall the liability of Guarantor hereunder include any special, consequential or punitive damages (except to the extent any of the

Guaranteed Obligations. The Company, jointly and severally with any other guarantors, Guarantor hereby absolutely, unconditionally and irrevocably guarantees to any Purchaser Indemnitee the Agent and the Lenders on a continuing basis the full, complete and punctual payment when due, whether at stated maturity, by acceleration or otherwise, of any and all sums due from, and any and all Obligations of the Borrower to the Agent and the Lenders now or hereafter existing under the Notes, the Letters of Credit, the Secured Hedging Obligations and the Amended and Restated Credit Agreement, without regard to the Borrower's use of the proceeds of the Loans, the Letters of Credit or the Secured Hedging Obligations, whether for principal, premium, interest, fees, costs, expenses or otherwise, including, without prejudice to the generality of the foregoing, the prompt payment of the Notes full performance and payment of interest all obligations of Seller to any Purchaser Indemnitee under Section 7.3 (the “Guaranteed Obligations”). Guarantor acknowledges and premium thereon at the times agrees that, with respect to all obligations to pay money, such guaranty shall be a guaranty of payment and in the manner specified in the Notes and the Amended and Restated Credit Agreement, prompt payment not of amounts owing pursuant collection. If Seller shall fail to the issuance perform any of the Letters of Credit, prompt payment of Guaranteed Obligations or the Secured Hedging Obligations at the times full and in the manner specified in the documentation therefor and the timely payment of any and all expenses (including reasonable counsel fees and expenses) incurred by amount owed with respect to the Agent and the Lenders in enforcing any rights under the Notes, the Letters of Credit, the Secured Hedging Guaranteed Obligations, Guarantor, within ten days of receiving written notice from Purchaser of such failure, shall perform or cause to be performed such Guaranteed Obligations and will make full payment of any amount due with respect thereto at its sole cost and expense. The liabilities and obligations of Guarantor to any Purchaser Indemnitee pursuant to this Section 7.8 shall be unconditional and irrevocable and shall not be conditioned or contingent upon the Amended and Restated Credit Agreement and this Agreementpursuit of any remedies against Seller or any other Person. Without Guarantor hereby waives any right, whether legal or equitable, statutory or non-statutory, to require any Purchaser Indemnitee to proceed against or take action against or pursue any remedy with respect to Seller or any other Person before such Purchaser Indemnitee may enforce rights against Guarantor hereunder and, to the fullest extent permitted by Law, any other defenses or benefits that may be derived from or afforded by applicable Law limiting the generality liability of or exonerating guarantors or sureties, or which may conflict with the terms of this Section 7.8. The unconditional obligation of Guarantor hereunder will not be affected, impaired or released by any extension, waiver, amendment or thing whatsoever which would release a guarantor or surety (other than satisfaction in full of the foregoing, the Company's liability shall extend to all amounts that would be owed by the Borrower to the Agent and the Lenders under the Amended and Restated Credit Agreement but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower. Each of the obligations guaranteed as set forth in this Section 2.1 is hereinafter referred to severally as a "Guaranteed Obligation" and collectively as the "Guaranteed Obligations").

Guaranteed Obligations. The CompanyGuarantor absolutely and unconditionally guarantees the punctual and complete payment and performance when due of all indebtedness and obligations of Borrower under that certain Environmental Indemnification Agreement #1 dated of even date herewith and that certain Environmental Indemnification Agreement #2 dated of even date herewith, jointly each executed by Borrower (hereinafter, as they may be from time to time amended, modified, extended, renewed, refinanced, substituted and/or supplemented, collectively referred to as the "Environmental Indemnification Agreements"), and severally with any all other guarantorsindebtedness and obligations under the Loan Documents for which Borrower has personal liability to Lender, hereby absolutelyas the same may be limited under Section 26 of Note A or Section 26 of Note B; in each case as such indebtedness and obligations may from time to time be supplemented, unconditionally modified, amended, renewed and irrevocably guarantees to the Agent and the Lenders on a continuing basis the full, complete and punctual payment when dueextended, whether at stated maturityevidenced by new or additional instruments, by acceleration documents or otherwiseagreements or otherwise (collectively, of any and all sums due from, and any and all Obligations of the Borrower to the Agent and the Lenders now or hereafter existing under the Notes, the Letters of Credit, the Secured Hedging Obligations and the Amended and Restated Credit Agreement, without regard to the Borrower's use of the proceeds of the Loans, the Letters of Credit or the Secured Hedging Obligations, whether for principal, premium, interest, fees, costs, expenses or otherwise, including, without prejudice to the generality of the foregoing, the prompt payment of the Notes and payment of interest and premium thereon at the times and in the manner specified in the Notes and the Amended and Restated Credit Agreement, prompt payment of amounts owing pursuant to the issuance of the Letters of Credit, prompt payment of the Secured Hedging Obligations at the times and in the manner specified in the documentation therefor and the payment of any and all expenses (including reasonable counsel fees and expenses) incurred by the Agent and the Lenders in enforcing any rights under the Notes, the Letters of Credit, the Secured Hedging Obligations, the Amended and Restated Credit Agreement and this Agreement. Without limiting the generality of the foregoing, the Company's liability shall extend to all amounts that would be owed by the Borrower to the Agent and the Lenders under the Amended and Restated Credit Agreement but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower. Each of the obligations guaranteed as set forth in this Section 2.1 is hereinafter referred to severally as a "Guaranteed Obligation" and collectively as the "Guaranteed Obligations"). Without limiting the foregoing, upon the occurrence of any of the events described in Subsections 26(j) and 26(l) of Note A and Subsections 26(j) and 26(l) of Note B, the limitation on the recourse of Lender against Borrower shall be null and void and Lender shall have full recourse against Borrower for, and the Guarantor shall jointly and severally guaranty the payment and performance by Borrower of, Loan A, Loan B and all principal, interest and other sums owing under Note A, Note B or any of the other Loan Documents (as defined in the Agreement) (all such documents, collectively, the "Loan Documents"). Upon the occurrence of any Event of Default, all Guaranteed Obligations shall, at the option of Collateral Agent, immediately become due and payable by the Guarantor without protest, presentment, notice of dishonor, demand or further notice of any kind, all of which are expressly waived by the Guarantor, and irrespective of whether any Guaranteed Obligations have then become due and payable by the Borrower or any other Person (each of the Borrower and any such other Person other than Guarantor being referred to in this Guaranty as an "other Borrower Party").

Guaranteed Obligations. The CompanyEach Guarantor, jointly and severally with any other guarantorsseverally, hereby absolutely, irrevocably and unconditionally and irrevocably guarantees guaranties to the Agent Beneficiaries, as and for its own debt, until final and indefeasible payment thereof has been made, the Lenders on a continuing basis the full, complete due and punctual payment of the Guaranteed Obligations, in each case when dueand as the same shall become due and payable, whether at stated maturity, by acceleration acceleration, or otherwise; it being the intent of each Guarantor that the guaranty set forth herein shall be a guaranty of payment and not a guaranty of collection; provided, however, that each Guarantor shall be liable under this Guaranty for the maximum amount of any and all sums due fromsuch liability that can be incurred without rendering this Guaranty, as it relates to such Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount. Each Guarantor represents and all Obligations of the Borrower warrants to the Agent Beneficiaries that (i) neither this Guaranty nor any collateral security therefor has been given with an intent to hinder, delay or defraud any creditor of such Guarantor; (ii) such Guarantor is not engaged, or about to engage, in any business or transaction for which its assets (other than those necessary to satisfy its obligations under this Guaranty or those given as collateral security for such obligations) are unreasonably small in relation to the business or transaction, nor does such Guarantor intend to incur, or believe or reasonably should believe that it will incur, debts beyond its ability to pay as they become due; and (iii) such Guarantor is not insolvent at the time it gives this Guaranty, and the Lenders now or hereafter existing under the Notes, the Letters giving of Credit, the Secured Hedging Obligations this Guaranty and the Amended and Restated Credit Agreement, without regard to the Borrower's use of the proceeds of the Loans, the Letters of Credit or the Secured Hedging Obligations, whether for principal, premium, interest, fees, costs, expenses or otherwise, including, without prejudice to the generality of the foregoing, the prompt payment of the Notes and payment of interest and premium thereon at the times and any collateral security provided in the manner specified connection herewith will not result in the Notes and the Amended and Restated Credit Agreement, prompt payment of amounts owing pursuant to the issuance of the Letters of Credit, prompt payment of the Secured Hedging Obligations at the times and in the manner specified in the documentation therefor and the payment of any and all expenses (including reasonable counsel fees and expenses) incurred by the Agent and the Lenders in enforcing any rights under the Notes, the Letters of Credit, the Secured Hedging Obligations, the Amended and Restated Credit Agreement and this Agreement. Without limiting the generality of the foregoing, the Company's liability shall extend to all amounts that would be owed by the Borrower to the Agent and the Lenders under the Amended and Restated Credit Agreement but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Borrowersuch Guarantor becoming insolvent. Each of Guarantor hereby covenants and agrees that, as long as this Guaranty remains in effect, such Guarantor (i) shall incur no indebtedness beyond its ability to repay the obligations guaranteed as same in full in accordance with the terms thereof and (ii) shall not take any action, or suffer to occur any omission, which could give rise to a claim by any third party to set forth aside this Guaranty or any collateral given in this Section 2.1 is hereinafter referred to severally as a "Guaranteed Obligation" connection herewith, or in any manner impair the Beneficiaries’ rights and collectively as the "Guaranteed Obligations"privileges hereunder or thereunder.

Guaranteed Obligations. The CompanyIndividual Guarantor, jointly in consideration of the execution and severally with any other guarantorsdelivery of the Credit Agreement by the Lenders and the Administrative Agent, hereby absolutely, irrevocably and unconditionally and irrevocably guarantees to the Agent Administrative Agent, for the benefit of the Lenders, as and for the Lenders on a continuing basis Individual Guarantor's own debt, until final payment has been made, the full, complete due and punctual payment in full in cash of the Obligations in (a) the sum of (i) the principal amount of Loans and Letter of Credit Obligations incurred in excess of the lesser of (A) the Borrowing Base and (B) $10,000,000, plus (ii) if, at any time, after giving effect to clause (i), the principal amount of the outstanding Loans and Letter of Credit Obligations is greater than $7,500,000 and was equal to or less than the Borrowing Base when dueincurred, the amount by which such principal amount exceeds the Borrowing Base at such time up to a maximum of $2,500,000; provided that in no event shall the aggregate amount of Guarantied Obligations under this clause (a) exceed $12,500,000; (b) all unpaid interest thereon (including interest accruing on or after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding); and (c) all unpaid fees, indemnities, costs and expenses relating to the collection thereof (including, without limitation, all fees and disbursements of counsel to the Administrative Agent or any Lender) (collectively, the "Guarantied Obligations"), in each case when and as the same shall become due and payable, whether at stated maturity, pursuant to mandatory or optional prepayment, by acceleration or otherwise, of any all in accordance with the terms and all sums due from, and any and all Obligations provisions of the Borrower to the Agent and the Lenders now or hereafter existing under the Notes, the Letters of Credit, the Secured Hedging Obligations and the Amended and Restated Credit Agreement, without regard to the Borrower's use of the proceeds of the Loans, the Letters of Credit or the Secured Hedging Obligations, whether for principal, premium, interest, fees, costs, expenses or otherwise, including, without prejudice to the generality of the foregoing, the prompt payment of the Notes and payment of interest and premium thereon at the times and in the manner specified in the Notes and the Amended and Restated Credit Agreement, prompt payment of amounts owing pursuant to the issuance of the Letters of Credit, prompt payment of the Secured Hedging Obligations at the times and in the manner specified in the documentation therefor and the payment of any and all expenses (including reasonable counsel fees and expenses) incurred by the Agent and the Lenders in enforcing any rights under the Notes, the Letters of Credit, the Secured Hedging Obligations, the Amended and Restated Credit Agreement and this Agreement. Without limiting the generality other Facility Documents, it being the intent of the foregoing, Individual Guarantor that the Company's liability shall extend to all amounts that would be owed by the Borrower to the Agent and the Lenders under the Amended and Restated Credit Agreement but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower. Each of the obligations guaranteed as guaranty set forth in this Section 2.1 is hereinafter referred to severally as a "Guaranteed Obligation" and collectively as 1 (the "Guaranteed Unconditional Guaranty") shall be a guaranty of payment and not a guaranty of collection. The examples set forth in the definition of "Guarantied Obligations"" contained in the Credit Agreement are hereby incorporated by reference.

Guaranteed Obligations. The CompanyEach Guarantor hereby irrevocably, unconditionally and jointly and severally with any the other guarantors, hereby absolutely, unconditionally and irrevocably Guarantors guarantees to each holder, the Agent and the Lenders on a continuing basis the full, complete due and punctual payment and performance in full of (a) the principal of, Make-Whole Amount, if any, and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when due, and as the same shall become due and payable (whether at stated maturity, maturity or by required or optional prepayment or by acceleration or otherwise), (b) all Indebtedness, obligations, covenants, agreements and liabilities of the Co-Issuers or any other Guarantor to the holders under or in connection with or evidenced by the Guaranteed Agreements, in each case whether now existing or hereafter arising (and whether arising before or after the filing of a petition in bankruptcy), due or to become due, direct or indirect, absolute or contingent, and howsoever evidenced, held or acquired and (c) any and all sums due fromreasonable expenses and charges, and legal or otherwise, suffered or incurred by any and all Obligations of the Borrower to the Agent and the Lenders now or hereafter existing under the Notes, the Letters of Credit, the Secured Hedging Obligations and the Amended and Restated Credit Agreement, without regard to the Borrower's use of the proceeds of the Loans, the Letters of Credit Party or the Secured Hedging ObligationsTrustee in collecting or enforcing any of such indebtedness, whether for principalobligations, premiumcovenants, interest, fees, costs, expenses agreements and liabilities or otherwisein realizing on or protecting or preserving any security therefor, including, without prejudice to limitation, the generality lien and security interests granted by the Security Documents (all of the foregoingindebtedness, obligations, covenants, agreements, liabilities, expenses and charges described in clauses (a) through (c), inclusive, above being referred to herein as the prompt “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and performance and not of collectability and is in no way conditional or contingent upon any attempt to collect from the Co-Issuers or any other guarantor of the Notes and payment of interest and premium thereon (including, without limitation, any other Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. Any holder may, at the times and its option, proceed hereunder against each Guarantor in the manner specified in the Notes and the Amended and Restated Credit Agreementfirst instance to collect monies when due, prompt payment of amounts owing pursuant to the issuance of the Letters of Credit, prompt payment of the Secured Hedging Obligations at the times and in the manner specified in the documentation therefor and the payment of which is guaranteed hereby, without first proceeding against the Co-Issuers or any other Person and all expenses (including reasonable counsel fees and expenses) incurred by the Agent and the Lenders in enforcing without first resorting to any rights under direct or indirect security for the Notes, the Letters of Creditthis Agreement, the Secured Hedging Obligations, NPPA Series Supplements or the Amended and Restated Credit Agreement and this Agreement. Without limiting the generality of the foregoing, the Company's liability shall extend to all amounts that would be owed by the Borrower to the Agent and the Lenders under the Amended and Restated Credit Agreement but for the fact that they are unenforceable other Transaction Documents or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower. Each of the obligations guaranteed as set forth in this Section 2.1 is hereinafter referred to severally as a "Guaranteed Obligation" and collectively as the "Guaranteed Obligations"any other remedy.

Guaranteed Obligations. The CompanyTo induce the Lenders to make loans and grant other financial accommodations to the Borrower under the Credit Agreement, each Guarantor hereby jointly and severally with any other guarantorsseverally, hereby absolutelyunconditionally, unconditionally and irrevocably guarantees irrevocably, guaranties to the Administrative Agent and each Lender; and becomes surety, as though it was a primary obligor for, the Lenders on a continuing basis the full, complete full and punctual payment and performance when duedue (whether on demand, whether at stated maturity, by acceleration acceleration, or otherwise, otherwise and including any amounts which would become due but for the operation of an automatic stay under the federal bankruptcy code of the United States or any similar Laws of any country or jurisdiction) of all Obligations, and all sums extensions, modifications, substitutions, amendments or renewals thereof, whether such Obligations are direct or indirect, secured or unsecured, joint or several, absolute or contingent, due from, and any and all Obligations of the Borrower or to the Agent and the Lenders now or hereafter existing under the Notes, the Letters of Credit, the Secured Hedging Obligations and the Amended and Restated Credit Agreement, without regard to the Borrower's use of the proceeds of the Loans, the Letters of Credit or the Secured Hedging Obligationsbecome due, whether for principalpayment or performance, premiumnow existing or hereafter arising (and including Obligations arising or accruing after the commencement of any bankruptcy, interestinsolvency, feesreorganization, costs, expenses or otherwise, including, without prejudice similar proceeding with respect to the generality Borrower or any Guarantor or which would have arisen or accrued but for the commencement of such proceeding, even if the claim for such Obligation is not enforceable or allowable in such proceeding, and including all Obligations arising from any extensions of credit under or in connection with the Loan Documents from time to time, regardless whether any such Obligations are in excess of the amount committed under or contemplated by the Loan Documents or are made in circumstances in which any condition to extension of credit is not satisfied) (all such Obligations are referred to, collectively, as the “Guaranteed Obligations” and each, as a “Guaranteed Obligation”). Without limitation of the foregoing, the prompt payment any of the Notes Guaranteed Obligations shall be and payment remain Guaranteed Obligations entitled to the benefit of interest this Guaranty if the Administrative Agent or any of the Lenders (or any one or more assignees or transferees thereof) from time to time assign or otherwise transfer all or any portion of their respective rights and premium thereon at obligations under the times and Loan Documents, or any other Guaranteed Obligations, to any other Person, in accordance with the manner specified in terms of the Notes and the Amended and Restated Credit Agreement, prompt payment of amounts owing pursuant to the issuance of the Letters of Credit, prompt payment of the Secured Hedging Obligations at the times and in the manner specified in the documentation therefor and the payment of any and all expenses (including reasonable counsel fees and expenses) incurred by the Agent and the Lenders in enforcing any rights under the Notes, the Letters of Credit, the Secured Hedging Obligations, the Amended and Restated Credit Agreement and this Agreement. Without limiting the generality In furtherance of the foregoing, the Company's liability shall extend to all amounts that would be owed by the Borrower to the Agent each Guarantor jointly and the Lenders under the Amended and Restated Credit Agreement but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower. Each of the obligations guaranteed severally agrees as set forth in this Section 2.1 is hereinafter referred to severally as a "Guaranteed Obligation" and collectively as the "Guaranteed Obligations"follows.

Guaranteed Obligations. The CompanyGuarantor, jointly and severally with any other guarantors, hereby absolutely, unconditionally and irrevocably guarantees to the Agent and the Lenders on a continuing basis the full, complete and punctual payment when due, whether at stated maturity, by acceleration or otherwise, of any and all sums due from, and any and all Obligations of the Borrower Company to the Agent and the Lenders now or hereafter existing under the Notes, the Letters of Credit, the Secured Hedging Obligations and the Amended and Restated Credit Agreement, without regard to the BorrowerCompany's use of the proceeds of the Loans, the Letters of Credit or the Secured Hedging Obligations, whether for principal, premium, interest, fees, costs, expenses or otherwise, including, without prejudice to the generality of the foregoing, the prompt payment of the Notes and payment of interest and premium thereon at the times and in the manner specified in the Notes and the Amended and Restated Credit Agreement, prompt payment of amounts owing pursuant to the issuance of the Letters of Credit, prompt payment of the Secured Hedging Obligations at the times and in the manner specified in the documentation therefor and the payment of any and all expenses (including reasonable counsel fees and expenses) incurred by the Agent and the Lenders in enforcing any rights under the Notes, the Letters of Credit, the Secured Hedging Obligations, the Amended and Restated Credit Agreement and this Agreement. Without limiting the generality of the foregoing, the CompanyGuarantor's liability shall extend to all amounts that would be owed by the Borrower Company to the Agent and the Lenders under the Amended and Restated Credit Agreement but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the BorrowerCompany. Each of the obligations guaranteed as set forth in this Section 2.1 is hereinafter referred to severally as a "Guaranteed Obligation" and collectively as the "Guaranteed Obligations".

Guaranteed Obligations. The CompanyExcept as limited by the third to last sentence of this Section 3.1, jointly the Guarantor does hereby irrevocably and severally unconditionally guarantee, as primary obligor and not merely as surety, in solido with any other guarantorsthe Lessee, hereby absolutelyto each Beneficiary (a) until final and indefeasible payment thereof has been made, unconditionally and irrevocably guarantees to the Agent and the Lenders on a continuing basis the full, complete due and punctual payment to the Person entitled to receive such payment from the Lessee, when due, whether at stated maturity, by acceleration or otherwise, of all amounts payable at any time by the Lessee under the agreements set forth on Schedule 3.1 hereto and all sums due fromany other Operative Document to which it is or is to become a party (the “Guaranteed Agreements”), however created, arising or evidenced, whether direct or indirect, primary or secondary, absolute or contingent, joint or several, and any and all Obligations of the Borrower to the Agent and the Lenders whether now or hereafter existing or due or to become due, and (b) the full and prompt performance by the Lessee of each and every duty, agreement, covenant, undertaking, indemnity and obligation of the Lessee under and in accordance with the Notesterms of any Guaranteed Agreement however created, arising or evidenced, whether direct or indirect, primary or secondary, absolute or contingent, joint, solidary or several, and whether now or hereafter existing or due or to become due, taking into account applicable notice and grace periods. The Guarantor hereby agrees that if for any reason (including, without limitation, the Letters liquidation, winding-up, dissolution, receivership, insolvency, bankruptcy, assignment for the benefit of Creditcreditors, reorganization, composition or readjustment of, or other similar proceedings affecting the status, existence, assets or obligations of, the Secured Hedging Obligations Lessee) the Lessee shall fail fully and promptly to pay any amount payable at any time under any Guaranteed Agreement as and when the same shall become due and payable, or if the Lessee shall fail to perform and discharge any duty, agreement, covenant, undertaking or obligation of the Lessee under any Guaranteed Agreement, then the Guarantor (i) in the event of any such failure to make payment of any amount, shall pay such amount (together with interest on such amount, after the due date, at the Overdue Rate) to the Person entitled thereto on or before the fifth Business Day following demand therefor by a Beneficiary (provided that no such demand shall be required, and such amount shall automatically become due, if demand is prohibited by applicable Governmental Rules), and (ii) in the event of any failure to perform and discharge any such other duty, agreement, covenant, undertaking or obligation, shall cause the same to be performed and discharged promptly following demand for such performance or discharge by a Beneficiary but in any event before the fifth Business day following such demand. The amounts payable by, and the Amended duties, agreements, covenants, undertakings and Restated Credit Agreementobligations of, without regard the Lessee hereby guaranteed (including, but not limited to, any amounts payable by the Lessee on account of any of the Lessee’s representations and warranties not being true and accurate when made) are hereinafter referred to collectively as the “Guaranteed Obligations” and individually as a “Guaranteed Obligation”. The provisions of this Section 3.1 and the term “Guaranteed Obligations” shall include any payment due by the Lessee as a result of the exercise by Lessor or, so long as the Lien of the Indenture is in effect, the Indenture Trustee, of remedies to the Borrower's use extent provided in the Operative Documents following the occurrence of the proceeds a Lease Event of the Loans, the Letters of Credit or the Secured Hedging Obligations, whether for principal, premium, interest, fees, costs, expenses or otherwiseDefault, including, without prejudice to the generality of the foregoinglimitation, the prompt payment of the Notes and payment of interest and premium thereon at the times and in the manner specified in the Notes and the Amended and Restated Credit Agreement, prompt payment of amounts owing pursuant to the issuance of the Letters of Credit, prompt payment of the Secured Hedging Obligations at the times and in the manner specified in the documentation therefor and the payment of any Base Rent or Supplemental Rent owing on or prior to the date such payment is due, but, notwithstanding the foregoing, shall specifically exclude the payment of Base Termination Value and Termination Value unless an Event of Loss has occurred (in each case less (i) any current Base Rent and (ii) any Lessee Section 467 Loan Balance then payable as part thereof). For purposes of clarity, the Guaranteed Obligations shall include all expenses (including reasonable counsel fees Supplemental Rent, including, without limitation, the Swap Breakage Amount, indemnification payments, payment of insurance premiums with respect to insurance required to be maintained under Section 13 of the Lease and expenses) incurred any other amounts due and owing by Lessee under Section 18.1 of the Lease, which in each case shall be included as part of the Guaranteed Obligations. Any act by the Agent and the Lenders in enforcing any rights under the NotesOwner Participant, the Letters Lessor or any Person claiming by or through any such Person, to declare a Lease Event of Default under Section 16.1 of the Lease or to demand payment of Base Termination Value or Termination Value (together with any Section 467 Loan Balance payable by reference thereto) upon a Lease Event of Default, in each case in order to draw on any Acceptable Letter of Credit, shall not affect the Secured Hedging Obligations, the Amended and Restated Credit Agreement and this Agreement. Without limiting the generality obligations of the foregoing, the Company's liability shall extend to all amounts that would be owed by the Borrower to the Agent and the Lenders Guarantor under the Amended and Restated Credit Agreement but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower. Each of the obligations guaranteed as set forth in this Section 2.1 is hereinafter referred to severally as a "Guaranteed Obligation" and collectively as the "Guaranteed Obligations"Guaranty.

Guaranteed Obligations. The CompanyEach Guarantor hereby irrevocably and unconditionally guarantees, jointly as and severally with any other guarantorsfor its own debt, hereby absolutelyuntil final and indefeasible payment has been made, unconditionally and irrevocably guarantees to the Agent and the Lenders on a continuing basis the full, complete due and punctual payment of the principal and interest and Make-Whole Amount, if any, on all Notes at any time outstanding and the due and punctual payment of all moneys payable, and all other indebtedness owing, by the Company under the Note Purchase Agreement (collectively, the "Guaranteed Obligations") in each case when dueand as the same shall become due and payable, whether at stated maturity, pursuant to optional prepayment, by acceleration or otherwise, of any all in accordance with the terms and all sums due from, and any and all Obligations provisions thereof; it being the intent of the Borrower to Guarantors that the Agent and the Lenders now or hereafter existing under the Notes, the Letters of Credit, the Secured Hedging Obligations and the Amended and Restated Credit Agreement, without regard to the Borrower's use of the proceeds of the Loans, the Letters of Credit or the Secured Hedging Obligations, whether for principal, premium, interest, fees, costs, expenses or otherwise, including, without prejudice to the generality of the foregoing, the prompt payment of the Notes and payment of interest and premium thereon at the times and in the manner specified in the Notes and the Amended and Restated Credit Agreement, prompt payment of amounts owing pursuant to the issuance of the Letters of Credit, prompt payment of the Secured Hedging Obligations at the times and in the manner specified in the documentation therefor and the payment of any and all expenses (including reasonable counsel fees and expenses) incurred by the Agent and the Lenders in enforcing any rights under the Notes, the Letters of Credit, the Secured Hedging Obligations, the Amended and Restated Credit Agreement and this Agreement. Without limiting the generality of the foregoing, the Company's liability shall extend to all amounts that would be owed by the Borrower to the Agent and the Lenders under the Amended and Restated Credit Agreement but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower. Each of the obligations guaranteed as guaranty set forth in this Section 2.1 is hereinafter referred 10 shall be a guaranty of payment and not a guaranty of collection. Each Guarantor hereby further unconditionally guarantees the punctual and faithful performance, keeping, observance and fulfillment by the Company of all duties, agreements, covenants and obligations of the Company contained in the Notes and in the Note Purchase Agreement. In the event the Company fails to severally make, on or before the due date thereof, any payment to be made of any principal amount of, or interest or Make-Whole Amount (if any) on, or in respect of, the Notes or of any other amounts due under the Notes and/or the Note Purchase Agreement or if the Company shall fail to perform, keep, observe or fulfill any such obligation as a "Guaranteed Obligation" aforesaid in the manner provided in any one or more of the Notes and/or the Note Purchase Agreement, each Guarantor shall cause forthwith to be paid the moneys to be paid and collectively shall cause to be performed, kept, observed or fulfilled the obligations to be performed, kept, observed or fulfilled as if such payment or performance, as the "Guaranteed Obligations"case may be, were being made under the Notes or the Note Purchase Agreement, as appropriate.

Guaranteed Obligations. The CompanyTo induce the Purchasers to purchase the Notes from the Company pursuant to the Note Agreement, each Guarantor hereby jointly and severally with any other guarantors, hereby absolutelyseverally, unconditionally and irrevocably guarantees guaranties to the Noteholders, and to the Collateral Agent on behalf of the Noteholders, as a primary obligor and not merely as a surety, the Lenders on a continuing basis the full, complete full and punctual payment and performance when duedue (whether on demand, whether at stated maturity, by acceleration acceleration, or otherwise, and including any amounts which would become due but for the operation of an automatic stay under the United States Bankruptcy Code or any similar laws of any and country or jurisdiction) of all sums due from, and any and all Obligations of the Borrower to the Agent and the Lenders now or hereafter existing under the Notes, the Letters of Credit, the Secured Hedging Obligations and the Amended and Restated Credit Agreement, without regard to the Borrower's use of the proceeds of the Loans, the Letters of Credit or the Secured Hedging Obligations, whether for principal, premium, interest, fees, costs, expenses or otherwise, including, without prejudice to the generality of the foregoing, the prompt payment of the Notes and payment of interest and premium thereon at the times and in the manner specified in the Notes and the Amended and Restated Credit Agreement, prompt payment of amounts owing pursuant to the issuance of the Letters of Credit, prompt payment of the Secured Hedging Obligations at the times and in the manner specified in the documentation therefor and the payment of any and all expenses (including reasonable counsel fees and expenses) incurred by the Agent and the Lenders in enforcing any rights under the Notes, the Letters of Credit, the Secured Hedging Obligations, the Amended and Restated Credit Agreement and this Agreement. Without limiting the generality of the foregoing, all obligations, liabilities, and indebtedness from time to time of the Company's liability shall extend to all amounts that would be owed by the Borrower Company or any other Obligor to the Agent Noteholders under or in connection with the Notes, the Note Agreement or any other Financing Document, whether for principal, interest, Make-Whole Amount, fees, indemnities, expenses, or otherwise, and all refinancings or refundings thereof, whether such obligations, liabilities, or indebtedness are direct or indirect, secured or unsecured, joint or several, absolute or contingent, due or to become due, whether for payment or performance, now existing or hereafter arising (and including obligations, liabilities, and indebtedness arising or accruing after the Lenders under commencement of any bankruptcy, insolvency, reorganization, or similar proceeding with respect to the Amended and Restated Credit Agreement Company or any other Obligor or which would have arisen or accrued but for the fact that they commencement of any such proceeding, even if the claim for such obligation, liability, or indebtedness is not enforceable or allowable in such proceeding, and including all Obligations, liabilities, and indebtedness arising from any extensions of credit under or in connection with the Financing Documents from time to time, regardless whether any such extensions of credit are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower. Each in excess of the obligations guaranteed as set forth amount committed under or contemplated by the Financing Documents or are made in this Section 2.1 circumstances in which any condition to extension of credit is hereinafter not satisfied) (all of the foregoing obligations, liabilities and indebtedness are referred to severally as a "Guaranteed Obligation" and herein collectively as the "“Guaranteed Obligations"” and each as a “Guaranteed Obligation”). Without limitation of the foregoing, all of the Guaranteed Obligations shall be and remain Guaranteed Obligations entitled to the benefit of this Guaranty notwithstanding that the Collateral Agent or any Noteholder or Noteholders (or any one or more assignees or transferees thereof) from time to time assign or otherwise transfer all or any portion of their respective rights and obligations under or in respect of the Notes, the Note Agreement or the other Financing Documents, or any other Guaranteed Obligations, to any other Person in accordance therewith.

Guaranteed Obligations. The CompanySubject to Section 8.01, jointly and severally with any other guarantors, each Guarantor hereby absolutely, unconditionally and irrevocably guarantees to the Agent punctual performance and the Lenders on a continuing basis the full, complete and punctual payment when due, whether at stated maturityscheduled maturity or on any date of a required prepayment or delivery or by acceleration, by acceleration demand or otherwise, of any and all sums due from, and any and all Obligations obligations of the Borrower to the Agent and the Lenders now or hereafter existing under or in respect of the Notes, the Letters of Credit, the Secured Hedging Obligations Credit Agreement and the Amended and Restated Credit Agreementother Loan Documents (the “Guaranteed Documents”) (including any extensions, without regard to the Borrower's use modifications, substitutions, amendments or renewals of any or all of the proceeds of the Loansforegoing Secured Obligations), the Letters of Credit whether direct or the Secured Hedging Obligationsindirect, absolute or contingent, and whether for principal, premium, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwiseotherwise (such obligations being the “Guaranteed Obligations”), including, without prejudice and agrees to the generality of the foregoing, the prompt payment of the Notes and payment of interest and premium thereon at the times and in the manner specified in the Notes and the Amended and Restated Credit Agreement, prompt payment of amounts owing pursuant to the issuance of the Letters of Credit, prompt payment of the Secured Hedging Obligations at the times and in the manner specified in the documentation therefor and the payment of pay any and all expenses (including reasonable counsel fees and expensesexpenses of counsel in accordance with Section 8.03) incurred by the Administrative Agent and the Lenders or any other Secured Party in enforcing any rights under the Notes, the Letters of Credit, the Secured Hedging Obligations, the Amended and Restated Credit this Agreement and this Agreementor any other Guaranteed Document in accordance with Section 8.03. Without limiting the generality of the foregoing, the Company's each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to any Secured Party under or in respect of the Agent and the Lenders under the Amended and Restated Credit Agreement Guaranteed Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding any Insolvency Proceeding involving the Borrower. Guaranty Absolute Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Guaranteed Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party with respect thereto. The obligations guaranteed as set forth of each Guarantor under or in respect of this Section 2.1 Agreement are independent of the Guaranteed Obligations or any other obligations of any other Loan Party under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against such Guarantor to enforce this Agreement, irrespective of whether any action is hereinafter referred to severally as a "Guaranteed Obligation" brought against any other Loan Party or whether any other Loan Party is joined in any such action or actions. The liability of each Guarantor under this Agreement shall be irrevocable, absolute and collectively as unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the "Guaranteed Obligations".following:

Guaranteed Obligations. The CompanySubject to the terms and conditions hereof, jointly and severally with any other guarantors, (a) Guarantor hereby absolutely, unconditionally and irrevocably guarantees to the Administrative Agent and the Lenders on a continuing basis the full, complete and punctual payment when due, and not merely the collectability, whether at stated maturityby lapse of time, by acceleration of maturity, or otherwise, and at all times thereafter the payment of the Guaranteed Obligations (as hereinafter defined) first arising from and after the date hereof. (b) As used herein, the term “Guaranteed Obligations” means, without duplication of any amounts paid pursuant to the Other Guaranties (or amounts paid by Borrower or Guarantor under any other Loan Documents) (A) Borrower’s obligation to pay all Carry Costs as and all sums when the same become due fromand payable and prior to delinquency and Borrower’s obligation to pay Debt Service, and any (B) Borrower’s obligation to make deposits into the Interest/Carrying Cost Account as and all Obligations when due and/or payable in accordance with the Loan Agreement (regardless of whether the Maturity Date has occurred or there has been an acceleration of the Borrower Loan). For the avoidance of doubt, Xxxxxxx shall not be required to demonstrate a loss, liability 3 or other impairment under the Loan in order to enforce Guarantor’s obligations under this Guaranty. Notwithstanding anything to the Agent contrary herein, to the extent proceeds of the Loan, cash flow from the Property or amounts held in any Reserve Fund intended to pay the costs comprising the Guaranteed Obligations are available for payment of the Guaranteed Obligations, Guarantor’s liability hereunder shall be reduced by the un-advanced proceeds of the Loan, available cash flow from the Mortgaged Property and the Lenders now or hereafter existing under the Notesamounts held in in any Reserve Fund, the Letters of Credit, the Secured Hedging Obligations and the Amended and Restated Credit Agreementin each case, without regard to whether Lender makes such amounts available for such Guaranteed Obligations. (c) Notwithstanding anything to the Borrower's use contrary in this Guaranty or in any of the proceeds other Loan Documents, Lender shall not be deemed to have waived any right which Lender may have under Section 506(a), 506(b), 1111(b) or any other provisions of the LoansBankruptcy Code to file a claim for the full amount of the Obligations or to require that all collateral shall continue to secure all of the Obligations owing to Lenders in accordance with the Loan Documents. Guarantor expressly waives any defense or benefits arising out of any voluntary or involuntary filing by or on behalf of Borrower for protection under any federal or state bankruptcy, the Letters of Credit insolvency, or the Secured Hedging Obligations, whether for principal, premium, interest, fees, costs, expenses or otherwisedebtor relief laws, including, without prejudice to the generality limitation, under Section 364 or 1111(b)(2) of the foregoing, the prompt payment of the Notes and payment of interest and premium thereon at the times and in the manner specified in the Notes and the Amended and Restated Credit Agreement, prompt payment of amounts owing pursuant to the issuance of the Letters of Credit, prompt payment of the Secured Hedging Obligations at the times and in the manner specified in the documentation therefor and the payment of any and all expenses (including reasonable counsel fees and expenses) incurred by the Agent and the Lenders in enforcing any rights under the Notes, the Letters of Credit, the Secured Hedging Obligations, the Amended and Restated Credit Agreement and this AgreementBankruptcy Code. Without limiting the generality of the foregoing, the Company's liability shall extend to all amounts that would be owed by the Borrower to the Agent and the Lenders under the Amended and Restated Credit Agreement but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower. Each of the obligations guaranteed as set forth in this Section 2.1 is hereinafter referred to severally as a "Guaranteed Obligation" and collectively as the "Guaranteed Obligations"2.

Guaranteed Obligations. The Company, jointly and severally with any other guarantors, hereby absolutely, unconditionally and irrevocably guarantees to To induce the Administrative Agent and the Lenders on to make loans and grant other financial accommodations to the Borrowers under the Credit Agreement, each Guarantor hereby jointly and severally (subject to Section 18, if applicable) unconditionally, and irrevocably, guaranties to the Administrative Agent, each Lender and any provider of a continuing basis Lender-Provided Interest Rate Hedge or Other Lender-Provided Financial Service Product; and becomes surety, as though it was a primary obligor for, the full, complete full and punctual payment and performance when duedue (whether on demand, whether at stated maturity, by acceleration acceleration, or otherwise, otherwise and including any amounts which would become due but for the operation of an automatic stay under the federal bankruptcy code of the United States or any similar laws of any country or jurisdiction) of all Obligations, and all sums extensions, modifications, substitutions, amendments or renewals thereof, whether such Obligations are direct or indirect, secured or unsecured, joint or several, absolute or contingent, due from, and any and all Obligations of the Borrower or to the Agent and the Lenders now or hereafter existing under the Notes, the Letters of Credit, the Secured Hedging Obligations and the Amended and Restated Credit Agreement, without regard to the Borrower's use of the proceeds of the Loans, the Letters of Credit or the Secured Hedging Obligationsbecome due, whether for principalpayment or performance, premiumnow existing or hereafter arising (and including Obligations arising or accruing after the commencement of any bankruptcy, interestinsolvency, feesreorganization, costs, expenses or otherwise, including, without prejudice similar proceeding with respect to the generality Borrower or any Guarantor or which would have arisen or accrued but for the commencement of such proceeding, even if the claim for such Obligation is not enforceable or allowable in such proceeding, and including all Obligations arising from any extensions of credit under or in connection with the Loan Documents from time to time, regardless whether any such Obligations are in excess of the amount committed under or contemplated by the Loan Documents or are made in circumstances in which any condition to extension of credit is not satisfied) (all such Obligations are referred to, collectively, as the “Guaranteed Obligations” and each as a “Guaranteed Obligation”). Without limitation of the foregoing, the prompt payment any of the Notes Guaranteed Obligations shall be and payment remain Guaranteed Obligations entitled to the benefit of interest this Guaranty if the Administrative Agent or any of the Lenders (or any one or more assignees or transferees thereof) from time to time assign or otherwise transfer all or any portion of their respective rights and premium thereon at obligations under the times and Loan Documents, or any other Guaranteed Obligations, to any other Person, in accordance with the manner specified in terms of the Notes and the Amended and Restated Credit Agreement, prompt payment of amounts owing pursuant to the issuance of the Letters of Credit, prompt payment of the Secured Hedging Obligations at the times and in the manner specified in the documentation therefor and the payment of any and all expenses (including reasonable counsel fees and expenses) incurred by the Agent and the Lenders in enforcing any rights under the Notes, the Letters of Credit, the Secured Hedging Obligations, the Amended and Restated Credit Agreement and this Agreement. Without limiting the generality In furtherance of the foregoing, the Company's liability shall extend each Guarantor jointly and severally (subject to all amounts that would be owed by the Borrower to the Agent and the Lenders under the Amended and Restated Credit Agreement but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcySection 18, reorganization or similar proceeding involving the Borrower. Each of the obligations guaranteed if applicable) agrees as set forth in this Section 2.1 is hereinafter referred to severally as a "Guaranteed Obligation" and collectively as the "Guaranteed Obligations"follows.

Guaranteed Obligations. The Company(i) Each 2011 Notes Guarantor, jointly and severally with any other guarantorsseverally, hereby absolutelyirrevocably, absolutely and unconditionally and irrevocably guarantees to the Agent and the Lenders on a continuing basis the full, complete and punctual payment when due, whether at stated maturity, by acceleration or otherwise, of any and all sums due from, and any and all Obligations holders from time to time of the Borrower to Series 2011 Notes: (A) the Agent full and the Lenders now or hereafter existing under the Notes, the Letters of Credit, the Secured Hedging Obligations and the Amended and Restated Credit Agreement, without regard to the Borrower's use prompt payment on demand of the proceeds principal of all of the Loans, Series 2011 Notes and of the Letters of Credit or interest thereon at the Secured Hedging Obligations, whether for principal, premium, interest, fees, costs, expenses or otherwise, rate therein stipulated (including, without prejudice limitation, to the generality of the foregoingextent legally enforceable, the prompt payment of the Notes interest on any overdue principal, Make-Whole Amount, if any, and payment of interest and premium thereon at the times and in the manner rates specified in the Series 2011 Notes and the Amended interest accruing or becoming owing both prior to and Restated Credit Agreement, prompt payment of amounts owing pursuant subsequent to the issuance of the Letters of Credit, prompt payment of the Secured Hedging Obligations at the times and in the manner specified in the documentation therefor and the payment commencement of any and all expenses (including reasonable counsel fees and expenses) incurred by the Agent and the Lenders in enforcing any rights under the Notes, the Letters of Credit, the Secured Hedging Obligations, the Amended and Restated Credit Agreement and this Agreement. Without limiting the generality of the foregoing, the Company's liability shall extend to all amounts that would be owed by the Borrower to the Agent and the Lenders under the Amended and Restated Credit Agreement but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving a 2011 Notes Obligor) and the BorrowerMake-Whole Amount, if any, and all other amounts owing to the holders from time to time under the Series 2011 Notes and the Financing Northeast Ohio Natural Gas Corp., et. Each al. Omnibus Third Amendment, Supplement and Joinder to Note Purchase Agreement and Collateral Documents Agreements when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise, (B) the full and prompt performance and observance by the 2011 Notes Obligors of each and all of the covenants and agreements required to be performed or observed by such Persons under the terms of the Financing Agreements, and (C) payment, upon demand by any holder of the Series 2011 Notes, of all costs and expenses, legal or otherwise (including reasonable attorneys fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Financing Agreements or this Guarantee Agreement or in any consultation or action in connection therewith, and in each and every case irrespective of the validity, regularity, or enforcement of any of the Financing Agreements or any of the terms thereof or of any other like circumstance or circumstances (all of the obligations guaranteed as set forth described in this Section 2.1 is hereinafter the foregoing clause (A), clause (B) and clause (C) being referred to severally as a "Guaranteed Obligation" and collectively herein as the "“2011 Notes Guaranteed Obligations"”).

Guaranteed Obligations. The Company, jointly (a) Guarantor hereby irrevocably and severally with any other guarantors, hereby absolutely, unconditionally and irrevocably guarantees to Beneficiary the Agent prompt payment of all amounts payable as and when the same shall become due and payable at any time by Obligor under, and the Lenders on a continuing basis full and prompt performance by the fullObligor of each and every agreement, complete covenant, indemnity and punctual payment when dueobligation of Obligor under and in accordance with the terms of, the Guaranteed Agreements, in each case however created, arising or evidenced, whether at stated maturitydirect or indirect, by acceleration primary or otherwisesecondary, of any and all sums due fromabsolute or contingent, joint or several, and any and all Obligations of the Borrower to the Agent and the Lenders whether now or hereafter existing under the Notes, the Letters of Credit, the Secured Hedging Obligations and the Amended and Restated Credit Agreement, without regard or due or to the Borrower's use of the proceeds of the Loans, the Letters of Credit or the Secured Hedging Obligations, whether become due. (b) Guarantor hereby agrees that if for principal, premium, interest, fees, costs, expenses or otherwise, any reason (including, without prejudice limitation, the liquidation, dissolution, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, composition or readjustment of, or other similar proceedings affecting the status, existence, assets or obligations of, Obligor) Obligor shall fail fully and promptly to the generality pay any amount payable at any time under any of the foregoingGuaranteed Agreements as and when the same shall become due and payable, the prompt payment or if Obligor shall fail to perform and discharge any agreement, covenant, indemnity or obligation of Obligor under any of the Notes and payment of interest and premium thereon at the times and Guaranteed Agreements, then Guarantor (i) in the manner specified in the Notes and the Amended and Restated Credit Agreement, prompt payment event of amounts owing pursuant any such failure to the issuance of the Letters of Credit, prompt payment of the Secured Hedging Obligations at the times and in the manner specified in the documentation therefor and the make payment of any amount, shall promptly pay such amount to Beneficiary and all expenses (including reasonable counsel fees ii) in the event of any failure to perform and expensesdischarge any such agreement, covenant, indemnity or obligation, shall promptly cause the same to be performed and discharged. (c) incurred The amounts payable by the Agent (including, without limitation, any penalties or default amounts), and the Lenders in enforcing any rights under the Notesagreements, the Letters of Creditcovenants, the Secured Hedging Obligationsindemnities and obligations of, the Amended and Restated Credit Agreement and this Agreement. Without limiting the generality of the foregoing, the Company's liability shall extend to all amounts that would be owed by the Borrower to the Agent and the Lenders under the Amended and Restated Credit Agreement but for the fact that they Obligor hereby guaranteed are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower. Each of the obligations guaranteed as set forth in this Section 2.1 is hereinafter referred to severally as a "Guaranteed Obligation" and collectively as the "Guaranteed Obligations" and individually as a "Guaranteed Obligation." 2.2

Guaranteed Obligations. The Company, jointly and severally with any other guarantors, (a) Guarantor hereby absolutely, unconditionally and irrevocably guarantees to the Administrative Agent and (on behalf of the Lenders on a continuing basis Lenders) the full, complete and punctual payment when due, whether at stated maturity, by acceleration or otherwise, due of any and all sums due from, and any and all Obligations a portion of the Borrower principal balance of the Loan in an amount equal to Twenty-Four Million Dollars ($24,000,000), which amount shall be paid, if not sooner paid, on the earlier of the Maturity Date (as the same may be extended in accordance with the Loan Agreement), or the date on which the Loans are accelerated or become automatically due and payable in accordance with the Loan Documents) (the foregoing amount is referred to herein as the “Guaranteed Principal Amount”). Guarantor acknowledges and agrees that Guarantor’s obligations on account of the Guaranteed Principal Amount shall not be reduced by any payment applied to the Agent and the Lenders now or hereafter existing under the Notes, the Letters of Credit, the Secured Hedging Obligations and the Amended and Restated Credit Agreement, without regard to the Borrower's use principal balance of the proceeds of the Loans, the Letters of Credit Loans or the Secured Hedging Obligations, whether for principal, premium, interest, fees, costs, expenses or otherwise, any such advances from any source (including, without prejudice limitation, any proceeds from the foreclosure sale of all or any portion of the collateral for the Loans), except to the generality extent that such payment is indefeasible (as hereinafter described) and either (i) is made by Guarantor and Guarantor has elected, pursuant to written instructions given to the Administrative Agent concurrently with such payment and prior to the occurrence and continuance of an “Event of Default” by Guarantor hereunder or under the foregoing, the prompt payment of the Notes and payment of interest and premium thereon at the times other Guarantor Documents (as such term is defined herein and in the manner specified other Guarantor Documents), to apply such payment to its obligations hereunder on account of the Guaranteed Principal Amount or (ii) is from another source and results in the Notes and the Amended and Restated Credit Agreement, prompt payment of amounts owing pursuant to the issuance reduction of the Letters of Credit, prompt payment outstanding balance of the Secured Hedging Obligations at Loans and such advances to a sum that is less than the times and in the manner specified in the documentation therefor and the payment maximum dollar liability of any and all expenses (including reasonable counsel fees and expenses) incurred by the Agent and the Lenders in enforcing any rights under the Notes, the Letters of Credit, the Secured Hedging Obligations, the Amended and Restated Credit Agreement and this Agreement. Without limiting the generality Guarantor on account of the foregoing, the Company's liability shall extend to all amounts that would be owed by the Borrower to the Agent and the Lenders under the Amended and Restated Credit Agreement but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower. Each of the obligations guaranteed Guaranteed Principal Amount as expressly set forth in this Section 2.1 is hereinafter referred to severally as a "Guaranteed Obligation" and collectively as the "Guaranteed Obligations"above.

Guaranteed Obligations. The Company(a) Subject to the express limitations set forth in subsection 2.2, jointly Guarantor irrevocably, absolutely and severally with any other guarantors, hereby absolutely, unconditionally and irrevocably guarantees to the Agent Fannxx Xxx, xx primary obligor and the Lenders on a continuing basis not merely as surety, the full, complete due and punctual payment of all obligations of each of the Borrowers to Fannxx Xxx when due, the same shall become due (whether at stated maturity, by acceleration required prepayment, declaration, acceleration, demand or otherwise, of any and all sums including amounts that would become due from, and any and all Obligations but for the operation of the Borrower to automatic stay under Section 362(a) of the Agent and United States Bankruptcy Code (the Lenders "BANKRUPTCY CODE"), 11 U.S.C. Section 362(a)), now or hereafter existing made, incurred or created, whether absolute or contingent, liquidated or unliquidated and however arising under or in connection with the Notesrespective Transaction Documents to which such Borrower is a party (collectively, the Letters "BORROWER OBLIGATIONS"), including (i) those obligations arising under successive transactions under such Transaction Documents which shall either continue the respective Borrower Obligations or from time to time renew them after they have been satisfied and (ii) interest which, but for the filing of Credit, the Secured Hedging Obligations and the Amended and Restated Credit Agreement, without regard a petition in bankruptcy with respect to the respective Borrower's use of the proceeds of the Loans, the Letters of Credit or the Secured Hedging would have accrued on such Borrower Obligations, whether or not a claim is allowed against such Borrower for principalsuch interest in the related bankruptcy proceeding. This Guaranty is an unconditional guaranty of payment and not of collection, premiumand is in no way conditioned upon any attempt by Fannxx Xxx xx collect from Borrowers or any of them. This Guaranty is a continuing guaranty which shall remain in full force and effect during and until the expiration of the Guaranty Period, interest, fees, costs, expenses or otherwise, including, without prejudice and Guarantor shall not be released from any obligations to Fannxx Xxx under this Guaranty prior to the generality expiration of the foregoing, the prompt payment of the Notes and payment of interest and premium thereon at the times and in the manner specified in the Notes and the Amended and Restated Credit Agreement, prompt payment of amounts owing pursuant to the issuance of the Letters of Credit, prompt payment of the Secured Hedging Obligations at the times and in the manner specified in the documentation therefor and the payment of any and all expenses (including reasonable counsel fees and expenses) incurred by the Agent and the Lenders in enforcing any rights under the Notes, the Letters of Credit, the Secured Hedging Obligations, the Amended and Restated Credit Agreement and this Agreement. Without limiting the generality of the foregoing, the Company's liability shall extend to all amounts that would be owed by the Borrower to the Agent and the Lenders under the Amended and Restated Credit Agreement but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower. Each of the obligations guaranteed as set forth in this Section 2.1 is hereinafter referred to severally as a "Guaranteed Obligation" and collectively as the "Guaranteed Obligations".the

Guaranteed Obligations. The Company, jointly Guarantor absolutely and severally with any other guarantors, hereby absolutely, unconditionally guarantees the punctual and irrevocably guarantees to the Agent complete performance when due of all present and the Lenders on a continuing basis the full, complete and punctual payment when due, whether at stated maturity, by acceleration or otherwise, of any and all sums due from, and any and all Obligations future obligations of the Borrower under the Agreement to (a) construct and complete the Improvements in accordance with the requirements of the Agreement free and clear of all Lien Claims, (b) pay all costs and expenses relating to such construction, and (d) discharge all Lien Claims arising in connection with the Project or otherwise affecting any of the Collateral, in each case as such obligations may from time to time be supplemented, modified, amended, renewed and extended, whether evidenced by new or additional Documents or otherwise (the “Guaranteed Obligations”). Without limiting any other obligation of the Guarantor or Remedy of the Lender under this Guaranty, if the Borrower defaults in the performance of any Guaranteed Obligations or any Event of Default occurs and is continuing, then: (i) the Lender may, with or without notice or demand, (A) enter into such contracts and take such other action as the Lender deems appropriate to complete or partially construct all or any part of the Improvements, subject to such modifications and other changes in the Project or the plan of development as the Lender may deem appropriate, (B) pay any costs and expenses deemed necessary or desirable by the Lender in connection with any such action and any unpaid costs or expenses incurred by the Borrower relating to construction of the Improvements (in each case whether or not such costs and expenses are contemplated by, or in excess of amounts set forth in, the Project Budget or any applicable Line Item Budget delivered to the Agent Lender), and (C) pay such other amounts and take such other action as the Lender may deem appropriate to discharge any Lien Claims arising in connection with the Project or otherwise affecting any of the Collateral (the Lender reserving the right to suspend or terminate any such action at any time), and the Lenders now Guarantor shall pay to the Lender, on demand, all costs and expenses of the Lender in taking any such action (whether or hereafter existing under not the NotesLender has suspended or terminated such action), together with interest at the Alternate Rate from the date of expenditure until the date of repayment to the Lender; and (ii) whether or not the Lender has previously taken any such action or has suspended or terminated such action, the Letters Guarantor shall, upon demand by the Lender, cause all Guaranteed Obligations to be promptly performed at the sole cost and expense of Creditthe Guarantor, the Secured Hedging Obligations and Lender reserving the Amended and Restated Credit Agreement, without regard right to proceed under clause (i) above if the Borrower's use Guarantor shall at any time after any such demand default in such obligations. Subject to compliance by the Guarantor with all of the proceeds of the Loans, the Letters of Credit or the Secured Hedging Obligations, whether for principal, premium, interest, fees, costs, expenses or otherwise, including, without prejudice to the generality of the foregoing, the prompt payment of the Notes and payment of interest and premium thereon at the times and in the manner specified in the Notes and the Amended and Restated Credit Agreement, prompt payment of amounts owing pursuant to the issuance of the Letters of Credit, prompt payment of the Secured Hedging Obligations at the times and in the manner specified in the documentation therefor its obligations under this Guaranty and the payment of any all costs and all expenses (including reasonable counsel fees of construction not otherwise provided for below, and expenses) incurred by further subject to such additional terms, conditions and procedures as the Agent and the Lenders in enforcing any rights under the NotesLender may reasonably require, the Letters Lender shall make available for payment of Credit, the Secured Hedging Obligations, the Amended costs and Restated Credit Agreement and this Agreement. Without limiting the generality expenses of the foregoing, the Company's liability shall extend to all amounts that would be owed by the Borrower to the Agent and the Lenders under the Amended and Restated Credit Agreement but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower. Each of the obligations guaranteed as construction set forth in this Section 2.1 the Project Budget or any applicable Line Item Budget delivered to the Lender an amount equal to any additional funds that the Lender may otherwise have been required to disburse for such costs and expenses under the terms of the Agreement as determined by the Lender in its sole discretion (but in no event to exceed an amount equal to the undisbursed proceeds of the Loan and any Borrower’s Funds held by the Lender to the extent that the same would otherwise have been available for disbursement for such purposes), provided that the Lien of the Trust Deed (if not previously foreclosed) is hereinafter referred a first priority Lien with respect to severally as a "Guaranteed Obligation" and collectively as the "Guaranteed Obligations"such amounts, subject only to Permitted Prior Exceptions.

Guaranteed Obligations. The CompanyPerformance Guarantor does hereby irrevocably and unconditionally guarantee, jointly as primary obligor and severally with any other guarantorsnot as a surety to each of the Beneficiaries, hereby absolutely, unconditionally the full and irrevocably guarantees to prompt performance by each of the Agent Seller and the Lenders on Servicer (collectively, the "Primary Obligors", and each individually, a continuing basis "Primary Obligor") of each and every duty, agreement, covenant, undertaking, indemnity and obligation required to be performed or discharged by any Primary Obligor under and in strict accordance with the full, complete and punctual payment when due, whether at stated maturity, by acceleration or otherwise, terms of any and all sums due fromthe Receivables Purchase Agreement, and any and all Obligations of the Borrower other agreement, instrument or other document executed by any Primary Obligor pursuant thereto or pursuant to the Agent transactions contemplated thereby (collectively, the "Guaranteed Agreements") however created, arising or evidenced, whether direct or indirect, primary or secondary, absolute or contingent, joint or several, and the Lenders whether now or hereafter existing or due or to become due. The Performance Guarantor hereby agrees that if for any reason any Primary Obligor shall fail to perform and discharge any duty, agreement, covenant, undertaking or obligation of such Primary Obligor under any Guaranteed Agreement, then the NotesPerformance Guarantor shall promptly perform such duty, agreement, covenant, undertaking or obligation or cause the Letters of Creditsame to be promptly performed and discharged, the Secured Hedging Obligations and the Amended and Restated Credit Agreementin each case, without regard to any exercise or nonexercise by any Beneficiary of any right, remedy, power or privilege under or in respect of any Guaranteed Agreement against any Primary Obligor. The Performance Guarantor also agrees to indemnify the Borrower's use Beneficiaries against any loss, cost, expense or other damage arising from the failure of the proceeds Primary Obligors to duly perform or discharge any duty, agreement, covenant, undertaking or obligation under any Guaranteed Agreement or from the failure of the LoansPerformance Guarantor to perform or discharge any duty, agreement, covenant, undertaking or obligation hereunder, or arising from the Letters failure of Credit the Servicer to maintain a perfected security interest in the Mutual Fund Shares or the Secured Hedging Obligationsfailure of the Agent (for the benefit of the Beneficiaries) to receive and maintain a perfected security interest in each Receivable (and related Collections) and to maintain a security interest in the Mutual Fund Shares, whether for principal, premium, interest, fees, costs, expenses or otherwise, including, without prejudice in each case purported to be transferred and assigned to the generality of the foregoing, the prompt payment of the Notes and payment of interest and premium thereon at the times and in the manner specified in the Notes and the Amended and Restated Credit Agreement, prompt payment of amounts owing Agent pursuant to the issuance Guaranteed Agreements provided however, the Agent shall not be indemnified for -------- ------- the failure to have such a perfected security interest maintained in favor of the Letters of Credit, prompt payment Agent (for the benefit of the Secured Hedging Obligations at Beneficiaries) to the times extent such failure results solely from the gross negligence or willful misconduct of the Agent. The duties, agreements, covenants, undertakings and in obligations required to be performed or discharged by the manner specified in Primary Obligors hereby guaranteed are hereinafter referred to collectively as the documentation therefor "Guaranteed Obligations" and the payment of individually as a "Guaranteed Obligation". The Performance Guarantor agrees to reimburse each Beneficiary on demand for any and all expenses (including reasonable counsel fees and expenses) incurred by such Beneficiary in attempting to obtain the Agent and the Lenders in enforcing performance by any rights Primary Obligor of any of their respective obligations under the NotesGuaranteed Agreements, the Letters of Credit, the Secured Hedging Obligations, the Amended and Restated Credit Agreement and this Agreement. Without limiting the generality of the foregoing, the Company's liability shall extend to all amounts that would be owed by the Borrower to the Agent and the Lenders under the Amended and Restated Credit Agreement but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower. Each Performance Guarantor of the obligations guaranteed as set forth hereunder or in enforcing or attempting to enforce any other rights under this Section 2.1 is hereinafter referred to severally as a "Guaranteed Obligation" and collectively as the "Guaranteed Obligations"Performance Guaranty.

Guaranteed Obligations. The Company, jointly and severally with any other guarantors, hereby absolutely, unconditionally and irrevocably guarantees to To induce the Administrative Agent and the Lenders on to make loans and grant other financial accommodations to the Borrowers under the Credit Agreement, each Guarantor hereby jointly and severally (subject to Section 20, if applicable) unconditionally, and irrevocably, guaranties to the Administrative Agent, each Lender and any provider of a continuing basis Lender Provided Hedge or Other Lender‑Provided Financial Service Products; and becomes surety, as though it was a primary obligor for, the full, complete full and punctual payment and performance when duedue (whether on demand, whether at stated maturity, by acceleration acceleration, or otherwise, otherwise and including any amounts which would become due but for the operation of an automatic stay under the federal bankruptcy code of the United States or any similar Laws of any country or jurisdiction) of all Obligations, and all sums extensions, modifications, substitutions, amendments or renewals thereof, whether such Obligations are direct or indirect, secured or unsecured, joint or several, absolute or contingent, due from, and any and all Obligations of the Borrower or to the Agent and the Lenders now or hereafter existing under the Notes, the Letters of Credit, the Secured Hedging Obligations and the Amended and Restated Credit Agreement, without regard to the Borrower's use of the proceeds of the Loans, the Letters of Credit or the Secured Hedging Obligationsbecome due, whether for principalpayment or performance, premium, interest, fees, costs, expenses now existing or otherwise, including, without prejudice to hereafter arising (and including Obligations arising or accruing after the generality of the foregoing, the prompt payment of the Notes and payment of interest and premium thereon at the times and in the manner specified in the Notes and the Amended and Restated Credit Agreement, prompt payment of amounts owing pursuant to the issuance of the Letters of Credit, prompt payment of the Secured Hedging Obligations at the times and in the manner specified in the documentation therefor and the payment commencement of any and all expenses (including reasonable counsel fees and expenses) incurred by the Agent and the Lenders in enforcing bankruptcy, insolvency, reorganization, or similar proceeding with respect to any rights under the Notes, the Letters of Credit, the Secured Hedging Obligations, the Amended and Restated Credit Agreement and this Agreement. Without limiting the generality of the foregoing, the Company's liability shall extend to all amounts that Borrower or any Guarantor or which would be owed by the Borrower to the Agent and the Lenders under the Amended and Restated Credit Agreement have arisen or accrued but for the fact that they commencement of such proceeding, even if the claim for such Obligation is not enforceable or allowable in such proceeding, and including all Obligations arising from any extensions of credit under or in connection with the Loan Documents from time to time, regardless whether any such Obligations are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower. Each in excess of the obligations guaranteed amount committed under or contemplated by the Loan Documents or are made in circumstances in which any condition to extension of credit is not satisfied) (all such Obligations are referred to, collectively, as set forth in this Section 2.1 is hereinafter referred to severally the "Guaranteed Obligations" and each, as a "Guaranteed Obligation" "). Notwithstanding anything to the contrary contained herein, Guaranteed Obligations shall specifically exclude any and collectively as all Excluded Hedge Liabilities. Without limitation of the "foregoing, any of the Guaranteed Obligations shall be and remain Guaranteed Obligations entitled to the benefit of this Guaranty if the Administrative Agent or any of the Lenders (or any one or more assignees or transferees thereof) from time to time assign or otherwise transfer all or any portion of their respective rights and obligations under the Loan Documents, or any other Guaranteed Obligations", to any other Person, in accordance with the terms of the Credit Agreement. In furtherance of the foregoing, each Guarantor jointly and severally (subject to Section 20, if applicable) agrees as follows.

Guaranteed Obligations. The CompanyWeld hereby irrevocably and unconditionally guarantees as primary obligor, jointly and severally with any other guarantorsnot merely as surety, hereby absolutely, unconditionally and irrevocably guarantees to the Agent and the Lenders on a continuing basis the full, complete and punctual payment when due, whether at stated maturity, by acceleration or otherwise, of any and all sums due fromobligations, liabilities, damages, losses, amounts payable and any and all Obligations of the Borrower to the Agent and the Lenders now or hereafter existing under the Notes, the Letters of Credit, the Secured Hedging Obligations and the Amended and Restated Credit Agreement, without regard to the Borrower's use of the proceeds of the Loans, the Letters of Credit or the Secured Hedging Obligations, whether for principal, premium, interest, fees, costs, expenses or otherwise, (including, without prejudice limitation, attorneys’ and accountants’ fees) arising out of or related to any breach, default, action or inaction of Seller and/or any of its Subsidiaries arising out of or relating to this Agreement or any Transaction Documents to which the Seller is a party (collectively, the “Guaranteed Obligations”). For avoidance of doubt, limitations applicable to Losses under Article VIII shall be applicable, and if there is any change in the time, manner or place of payment or performance of the Guaranteed Obligations, or in any other term of, or any other amendment or waiver of any term of, or any consent to departure from any requirement of, this Agreement or any of the Transaction Documents which affects the Guaranteed Obligations and which is agreed to by the parties or by the party granting the waiver or consent, the Guaranteed Obligations for purposes of Weld’s guarantees under this Article VI shall be those Guaranteed Obligations, as so changed. The liability of Weld under this Article VI shall not be affected or impaired by (a) any other continuing or other guaranty, undertaking or liability of Weld or of any other party as to any Guaranteed Obligations; or (b) any payment on or in reduction of any other guaranty or undertaking (other than payment in full of the Guaranteed Obligations). Notwithstanding anything to the generality contrary herein or in any other Transaction Document, including this Article VI, Weld shall be entitled to assert any of the foregoing, the prompt payment of the Notes and payment of interest and premium thereon at the times and in the manner specified in the Notes and the Amended and Restated Credit Agreement, prompt payment of amounts owing pursuant defenses to the issuance obligations, liabilities, damages, losses, amounts payable and expenses arising out of the Letters or related to any breach, default, action or inaction of CreditSeller and/or any of its Subsidiaries arising out of or relating to this Agreement or any other Transaction Document that Seller and/or any of its Subsidiaries may assert under this Agreement or any other Transaction Document to which Seller and/or such Subsidiary is a party, prompt payment other than any defense described in clauses (a), (b), (c), (d), (e), (f) or (h) of the Secured Hedging Obligations at the times and in the manner specified in the documentation therefor and the payment of any and all expenses (including reasonable counsel fees and expenses) incurred by the Agent and the Lenders in enforcing any rights under the Notes, the Letters of Credit, the Secured Hedging Obligations, the Amended and Restated Credit Agreement and this Agreement. Without limiting the generality of the foregoing, the Company's liability shall extend to all amounts that would be owed by the Borrower to the Agent and the Lenders under the Amended and Restated Credit Agreement but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower. Each of the obligations guaranteed as set forth in this Section 2.1 is hereinafter referred to severally as a "Guaranteed Obligation" and collectively as the "Guaranteed Obligations"6.2.

Guaranteed Obligations. The Company, jointly and severally with any other guarantors, hereby absolutely, unconditionally and irrevocably guarantees to To induce the Administrative Agent and the Lenders on to make loans and grant other financial accommodations to the Borrowers under the Credit Agreement, each Guarantor hereby jointly and severally (subject to Section 20, if applicable) unconditionally, and irrevocably, guaranties to the Administrative Agent, each Lender and any provider of a continuing basis Lender Provided Hedge or Other Lender-Provided Financial Service Products; and becomes surety, as though it was a primary obligor for, the full, complete full and punctual payment and performance when duedue (whether on demand, whether at stated maturity, by acceleration acceleration, or otherwiseotherwise and including any amounts which would become due but for the operation of an automatic stay under the federal bankruptcy code of the United States or any similar Laws of any country or jurisdiction) of all Obligations, and all extensions, modifications, substitutions, amendments or renewals thereof, whether such Obligations are direct or indirect, secured or unsecured, joint or several, absolute or contingent, due or to become due, whether for payment or performance, now existing or hereafter arising (and including Obligations arising or accruing after the commencement of any bankruptcy, insolvency, reorganization, or similar proceeding with respect to any Borrower or any Guarantor or which would have arisen or accrued but for the commencement of such proceeding, even if the claim for such Obligation is not enforceable or allowable in such proceeding, and including all Obligations arising from any extensions of credit under or in connection with the Loan Documents from time to time, regardless whether any such Obligations are in excess of the amount committed under or contemplated by the Loan Documents or are made in circumstances in which any condition to extension of credit is not satisfied) (all such Obligations are referred to, collectively, as the “Guaranteed Obligations” and each, as a “Guaranteed Obligation”). Notwithstanding anything to the contrary contained herein, Guaranteed Obligations shall specifically exclude any and all sums due from, and any and all Obligations of the Borrower to the Agent and the Lenders now or hereafter existing under the Notes, the Letters of Credit, the Secured Hedging Obligations and the Amended and Restated Credit Agreement, without regard to the Borrower's use of the proceeds of the Loans, the Letters of Credit or the Secured Hedging Obligations, whether for principal, premium, interest, fees, costs, expenses or otherwise, including, without prejudice to the generality Excluded Hedge Liabilities. Without limitation of the foregoing, the prompt payment any of the Notes Guaranteed Obligations shall be and payment remain Guaranteed Obligations entitled to the benefit of interest this Guaranty if the Administrative Agent or any of the Lenders (or any one or more assignees or transferees thereof) from time to time assign or otherwise transfer all or any portion of their respective rights and premium thereon at obligations under the times and Loan Documents, or any other Guaranteed Obligations, to any other Person, in accordance with the manner specified in terms of the Notes and the Amended and Restated Credit Agreement, prompt payment of amounts owing pursuant to the issuance of the Letters of Credit, prompt payment of the Secured Hedging Obligations at the times and in the manner specified in the documentation therefor and the payment of any and all expenses (including reasonable counsel fees and expenses) incurred by the Agent and the Lenders in enforcing any rights under the Notes, the Letters of Credit, the Secured Hedging Obligations, the Amended and Restated Credit Agreement and this Agreement. Without limiting the generality In furtherance of the foregoing, the Company's liability shall extend each Guarantor jointly and severally (subject to all amounts that would be owed by the Borrower to the Agent and the Lenders under the Amended and Restated Credit Agreement but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcySection 20, reorganization or similar proceeding involving the Borrower. Each of the obligations guaranteed if applicable) agrees as set forth in this Section 2.1 is hereinafter referred to severally as a "Guaranteed Obligation" and collectively as the "Guaranteed Obligations"follows.

Guaranteed Obligations. The Company, jointly and severally with any other guarantors, hereby absolutely, unconditionally and irrevocably guarantees to To induce the Agent and the Lenders on Banks to make loans and grant other financial accommodations to the Borrowers under the Credit Agreement, each Guarantor hereby jointly and severally unconditionally, and irrevocably, guaranties to the Agent, each Bank and any IRH Provider; and becomes surety, as though it was a continuing basis primary obligor for, the full, complete full and punctual payment and performance when duedue (whether on demand, whether at stated maturity, by acceleration acceleration, or otherwise, otherwise and including any amounts which would become due but for the operation of an automatic stay under the federal bankruptcy code of the United States or any similar laws of any country or jurisdiction) of all Obligations, and all sums extensions, modifications, renewals, refinancings or refundings thereof, whether such obligations, liabilities, or indebtedness are direct or indirect, secured or unsecured, joint or several, absolute or contingent, due from, and any and all Obligations of the Borrower or to the Agent and the Lenders now or hereafter existing under the Notes, the Letters of Credit, the Secured Hedging Obligations and the Amended and Restated Credit Agreement, without regard to the Borrower's use of the proceeds of the Loans, the Letters of Credit or the Secured Hedging Obligationsbecome due, whether for principalpayment or performance, premiumnow existing or hereafter arising (and including obligations, interestliabilities, feesand indebtedness arising or accruing after the commencement of any bankruptcy, costsinsolvency, expenses reorganization, or otherwise, including, without prejudice similar proceeding with respect to the generality of the foregoing, the prompt payment of the Notes and payment of interest and premium thereon at the times and in the manner specified in the Notes and the Amended and Restated Credit Agreement, prompt payment of amounts owing pursuant to the issuance of the Letters of Credit, prompt payment of the Secured Hedging Obligations at the times and in the manner specified in the documentation therefor and the payment of Borrower or any and all expenses (including reasonable counsel fees and expenses) incurred by the Agent and the Lenders in enforcing any rights under the Notes, the Letters of Credit, the Secured Hedging Obligations, the Amended and Restated Credit Agreement and this Agreement. Without limiting the generality of the foregoing, the Company's liability shall extend to all amounts that Guarantor or which would be owed by the Borrower to the Agent and the Lenders under the Amended and Restated Credit Agreement have arisen or accrued but for the fact that they commencement of such proceeding, even if the claim for such obligation, liability, or indebtedness is not enforceable or allowable in such proceeding, and including all Obligations, liabilities, and indebtedness arising from any extensions of credit under or in connection with the Loan Documents from time to time, regardless whether any such Obligations are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower. Each in excess of the obligations guaranteed amount committed under or contemplated by the Loan Documents or are made in circumstances in which any condition to extension of credit is not satisfied) (all such obligations, liabilities and indebtedness are referred to, collectively, as set forth in this Section 2.1 is hereinafter referred to severally the "Guaranteed Obligations" and each as a "Guaranteed Obligation" "). Without limitation of the foregoing, any of the Guaranteed Obligations shall be and collectively as remain Guaranteed Obligations entitled to the "benefit of this Guaranty if the Agent or any of the Banks (or any one or more assignees or transferees thereof) from time to time assign or otherwise transfer all or any portion of their respective rights and obligations under the Loan Documents, or any other Guaranteed Obligations", to any other Person, in accordance with the terms of the Credit Agreement. In furtherance of the foregoing, each Guarantor jointly and severally agrees as follows.

Guaranteed Obligations. The Company, jointly and severally with any other guarantors, hereby absolutely, unconditionally and irrevocably guarantees to To induce the Administrative Agent and the Lenders on to make loans and grant other financial accommodations to the Borrowers under the Credit Agreement, each Guarantor hereby jointly and severally (subject to Section 18, if applicable) unconditionally, and irrevocably, guaranties to the Administrative Agent, each Lender and any provider of a continuing basis Lender-Provided Interest Rate Hedge; and becomes surety, as though it was a primary obligor for, the full, complete full and punctual payment and performance when duedue (whether on demand, whether at stated maturity, by acceleration acceleration, or otherwise, otherwise and including any amounts which would become due but for the operation of an automatic stay under the federal bankruptcy code of the United States or any similar laws of any country or jurisdiction) of all Obligations, and all sums extensions, modifications, substitutions, amendments or renewals thereof, whether such Obligations are direct or indirect, secured or unsecured, joint or several, absolute or contingent, due from, and any and all Obligations of the Borrower or to the Agent and the Lenders now or hereafter existing under the Notes, the Letters of Credit, the Secured Hedging Obligations and the Amended and Restated Credit Agreement, without regard to the Borrower's use of the proceeds of the Loans, the Letters of Credit or the Secured Hedging Obligationsbecome due, whether for principalpayment or performance, premiumnow existing or hereafter arising (and including Obligations arising or accruing after the commencement of any bankruptcy, interestinsolvency, feesreorganization, costs, expenses or otherwise, including, without prejudice similar proceeding with respect to the generality of the foregoing, the prompt payment of the Notes and payment of interest and premium thereon at the times and in the manner specified in the Notes and the Amended and Restated Credit Agreement, prompt payment of amounts owing pursuant to the issuance of the Letters of Credit, prompt payment of the Secured Hedging Obligations at the times and in the manner specified in the documentation therefor and the payment of Borrower or any and all expenses (including reasonable counsel fees and expenses) incurred by the Agent and the Lenders in enforcing any rights under the Notes, the Letters of Credit, the Secured Hedging Obligations, the Amended and Restated Credit Agreement and this Agreement. Without limiting the generality of the foregoing, the Company's liability shall extend to all amounts that Guarantor or which would be owed by the Borrower to the Agent and the Lenders under the Amended and Restated Credit Agreement have arisen or accrued but for the fact that they commencement of such proceeding, even if the claim for such Obligation is not enforceable or allowable in such proceeding, and including all Obligations arising from any extensions of credit under or in connection with the Loan Documents from time to time, regardless whether any such Obligations are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower. Each in excess of the obligations guaranteed amount committed under or contemplated by the Loan Documents or are made in circumstances in which any condition to extension of credit is not satisfied) (all such Obligations are referred to, collectively, as set forth in this Section 2.1 is hereinafter referred to severally the "Guaranteed Obligations" and each as a "Guaranteed Obligation" "). Without limitation of the foregoing, any of the Guaranteed Obligations shall be and collectively as remain Guaranteed Obligations entitled to the "benefit of this Guaranty if the Administrative Agent or any of the Lenders (or any one or more assignees or transferees thereof) from time to time assign or otherwise transfer all or any portion of their respective rights and obligations under the Loan Documents, or any other Guaranteed Obligations", to any other Person, in accordance with the terms of the Credit Agreement. In furtherance of the foregoing, each Guarantor jointly and severally (subject to Section 18, if applicable) agrees as follows.

Guaranteed Obligations. The Company, jointly Guarantor absolutely and severally with any other guarantors, hereby absolutely, unconditionally guarantees the punctual and irrevocably guarantees to the Agent complete performance when due of all present and the Lenders on a continuing basis the full, complete and punctual payment when due, whether at stated maturity, by acceleration or otherwise, of any and all sums due from, and any and all Obligations future obligations of the Borrower under the Agreement to (a) construct and complete the Improvements in accordance with the requirements of the Agreement free and clear of all Lien Claims, (b) pay all costs and expenses relating to such construction, and (c) discharge all Lien Claims arising in connection with the Project or otherwise affecting any of the Collateral, in each case as such obligations may from time to time be supplemented, modified, amended, renewed and extended, whether evidenced by new or additional Documents or otherwise (the “Guaranteed Obligations”). Without limiting any other obligation of the Guarantor or Remedy of the Bank under this Guarantee, if the Borrower defaults in the performance of any Guaranteed Obligations or any Event of Default occurs and is continuing, then: (i) the Bank may, with or without notice or demand, (A) enter into such contracts and take such other action as the Bank deems appropriate to complete or partially construct all or any part of the Improvements, subject to such modifications and other changes in the Project or the plan of development as the Bank may deem appropriate, (B) pay any costs and expenses deemed necessary or desirable by the Bank in connection with any such action and any unpaid costs or expenses incurred by the Borrower relating to construction of the Improvements (in each case whether or not such costs and expenses are contemplated by, or in excess of amounts set forth in, the Project Budget or any applicable Line Item Budget delivered to the Agent Bank), and (C) pay such other amounts and take such other action as the Bank may deem appropriate to discharge any Lien Claims arising in connection with the Project or otherwise affecting any of the Collateral (the Bank reserving the right to suspend or terminate any such action at any time), and the Lenders now Guarantor shall pay to the Bank, on demand, all costs and expenses of the Bank in taking any such action (whether or hereafter existing under not the NotesBank has suspended or terminated such action), together with interest at the Alternate Rate from the date of expenditure until the date of repayment to the Bank; and (ii) whether or not the Bank has previously taken any such action or has suspended or terminated such action, the Letters Guarantor shall, upon demand by the Bank, cause all Guaranteed Obligations to be promptly performed at the sole cost and expense of Creditthe Guarantor, the Secured Hedging Obligations and Bank reserving the Amended and Restated Credit Agreement, without regard right to proceed under clause (i) above if the Borrower's use Guarantor shall at any time after any such demand default in such obligations. Subject to compliance by the Guarantor with all of the proceeds of the Loans, the Letters of Credit or the Secured Hedging Obligations, whether for principal, premium, interest, fees, costs, expenses or otherwise, including, without prejudice to the generality of the foregoing, the prompt payment of the Notes and payment of interest and premium thereon at the times and in the manner specified in the Notes and the Amended and Restated Credit Agreement, prompt payment of amounts owing pursuant to the issuance of the Letters of Credit, prompt payment of the Secured Hedging Obligations at the times and in the manner specified in the documentation therefor its obligations under this Guarantee and the payment of any all costs and expenses of construction not otherwise provided for below, and further subject to satisfaction of all expenses (including reasonable counsel fees terms and expenses) incurred by the Agent and the Lenders in enforcing any rights under the Notes, the Letters of Credit, the Secured Hedging Obligations, the Amended and Restated Credit Agreement and this Agreement. Without limiting the generality of the foregoing, the Company's liability shall extend conditions to all amounts that would be owed by the Borrower to the Agent and the Lenders under the Amended and Restated Credit Agreement but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower. Each of the obligations guaranteed as Disbursements set forth in this Section 2.1 is hereinafter referred to severally as a "Guaranteed Obligation" the Agreement and collectively other Loan Documents and such additional terms, conditions and procedures as the "Guaranteed Obligations"Bank may reasonably require, the Bank shall make available for payment of costs and expenses of construction set forth in the Project Budget or any applicable Line Item Budget delivered to the Bank an amount equal to any additional funds that the Bank may otherwise have been required to disburse for such costs and expenses under the terms of the Agreement as determined by the Bank in its sole discretion (but in no event to exceed an amount equal to the undisbursed proceeds of the Loan and any Borrower’s Funds held by the Bank to the extent that the same would otherwise have been available for disbursement for such purposes), provided that the Lien of the Trust Deed (if not previously foreclosed) is a first priority Lien with respect to such amounts, subject only to Permitted Prior Exceptions.