Common use of Guaranteed Obligations Clause in Contracts

Guaranteed Obligations. The Guarantor, in consideration of the execution and delivery of the Note Purchase Agreement and the purchase of the Notes by the Purchasers, hereby irrevocably, unconditionally and absolutely guarantees, on a continuing basis, to each Noteholder as and for the Guarantor’s own debt, until final and indefeasible payment of the amounts referred to in clause (a) below has been made: (a) the due and punctual payment by the Company of the principal of, and the Make-Whole Amount (if any) and interest on, the Notes at any time outstanding and the due and punctual payment of all other amounts payable, and all other Indebtedness owing, by the Company to the Noteholders under the Note Purchase Agreement and the Notes (including, without limitation, any monetary obligations incurred during the pendency of any bankruptcy, insolvency, winding-up, receivership or other similar proceeding regardless of whether allowed or allowable in such proceeding including, without limitation, interest accrued on the Notes during any such proceeding), in each case when and as the same shall become due and payable, whether at maturity, pursuant to mandatory or optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof; it being the intent of the Guarantor that the guarantee set forth herein shall be a continuing guarantee of payment and not a guarantee of collection; and (b) 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 Note Purchase Agreement and the Notes. All of the obligations set forth in clause (a) and clause (b) of this Section 2.1 are referred to herein as the “Guaranteed Obligations.”

Guaranteed Obligations. The GuarantorSubject to the limitations in Section 1.8 hereof, in consideration of the execution and delivery of the Note Purchase Agreement and the purchase of the Notes by the Purchasers, Guarantor hereby irrevocably, unconditionally and absolutely guaranteesirrevocably guaranties to Lender the due, on a continuing basis, to each Noteholder as punctual and for the Guarantor’s own debt, until final full payment and indefeasible payment of the amounts referred to in clause (a) below has been made: (a) the due and punctual payment by the Company of the principal performance of, and the Make-Whole Amount (if any) covenants with Lender to duly, punctually and interest onfully pay and perform, and to be fully liable to Lender for, the Notes at any time outstanding following as and the due and punctual when such payment of all other amounts payable, and all other Indebtedness owing, by the Company to the Noteholders under the Note Purchase Agreement and the Notes (including, without limitation, any monetary obligations incurred during the pendency of any bankruptcy, insolvency, winding-up, receivership or other similar proceeding regardless of whether allowed or allowable in such proceeding including, without limitation, interest accrued on the Notes during any such proceeding), in each case when and as the same shall become due and payable, (whether at maturity, pursuant to mandatory or optional prepayment, by acceleration or otherwise, all ) in accordance with the terms and provisions hereof and thereof; it being the intent of the Guarantor that Loan Documents (including without limitation attorney’s fees and disbursements and collection costs incurred in connection therewith) (collectively, the guarantee set forth herein shall be a continuing guarantee “Guaranteed Obligations”): (a) all indebtedness of payment Borrower to Lender evidenced by the Note, both principal and not a guarantee interest, and any refinancing or refunding of collectionany thereof, and all other amounts due or to become due under the Note, Mortgage and the other Loan Documents, and any refinancing or refunding of any thereof, whether now existing or hereafter arising, contracted or incurred; and (b) the punctual and faithful performance, keeping, observance, and fulfillment by the Company of all dutiescovenants, agreements, covenants obligations and obligations liabilities of Borrower under the Note and the other Loan Documents and the Environmental Indemnification Agreement dated of even date herewith from Borrower and Hxxxxxx Short Term Income Properties XX, Inc., a Maryland corporation, in favor of Lender (the “Environmental Indemnity”), whether now existing or hereafter arising, contracted or incurred. This Guaranty and the Guaranteed Obligations are to be secured by, inter alia, Deeds of Trust, Security Agreements, Financing Statements and Fixture Filings (Second Priority) executed and delivered by each Guarantor (collectively, as the same may be amended, modified or supplemented from time to time, the “Guarantor Second Mortgages”), and Assignments of Rents and Leases (Second Priority) executed and delivered by each Guarantor (collectively, as the same may be amended, modified or supplemented from time to time, the “Guarantor Second Assignments of Rents”), each of even date herewith and each such instrument intended to be recorded in the real estate records of the Company contained in the Note Purchase Agreement county and the Notes. All of the obligations set forth in clause (a) and clause (b) of this Section 2.1 are referred to herein as state where the “Guaranteed Obligations.”Premises” described in such instrument is located;

Guaranteed Obligations. The GuarantorCompany, in consideration of the execution jointly and delivery of the Note Purchase Agreement and the purchase of the Notes by the Purchasersseverally with any other guarantors, hereby irrevocablyabsolutely, unconditionally and absolutely guarantees, irrevocably guarantees to the Agent and the Lenders on a continuing basisbasis the full, to each Noteholder as and for the Guarantor’s own debt, until final and indefeasible payment of the amounts referred to in clause (a) below has been made: (a) the due complete and punctual payment by the Company of the principal of, and the Make-Whole Amount (if any) and interest on, the Notes at any time outstanding and the due and punctual payment of all other amounts payable, and all other Indebtedness owing, by the Company to the Noteholders under the Note Purchase Agreement and the Notes (including, without limitation, any monetary obligations incurred during the pendency of any bankruptcy, insolvency, winding-up, receivership or other similar proceeding regardless of whether allowed or allowable in such proceeding including, without limitation, interest accrued on the Notes during any such proceeding), in each case when and as the same shall become due and payabledue, whether at stated maturity, pursuant to mandatory or optional prepayment, by acceleration or otherwise, of any and all in accordance with the terms sums due from, and provisions hereof any and thereof; it being the intent all Obligations of the Guarantor that Borrower to the guarantee set forth herein shall be a continuing guarantee 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 not a guarantee payment of collection; and 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 (bincluding reasonable counsel fees and expenses) the punctual and faithful performance, keeping, observance, and fulfillment incurred by the Company Agent and the Lenders in enforcing any rights under the Notes, the Letters of all dutiesCredit, agreementsthe Secured Hedging Obligations, covenants the Amended and obligations Restated Credit Agreement and this Agreement. Without limiting the generality of the Company contained in foregoing, the Note Purchase Agreement Company's liability shall extend to all amounts that would be owed by the Borrower to the Agent and the NotesLenders 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. All Each of the obligations guaranteed as set forth in clause (a) and clause (b) of this Section 2.1 are is hereinafter referred to herein severally as a "Guaranteed Obligation" and collectively as the “"Guaranteed Obligations".”

Guaranteed Obligations. The Guarantor, in consideration of the execution and delivery of the Note Purchase Agreement and the purchase of the Notes by the Purchasers, hereby irrevocably, unconditionally and absolutely guarantees, on a continuing basis, to each Noteholder as and for the Guarantor’s own debt, until final and indefeasible payment of the amounts referred to in clause (a) below has been made: (a) the due and punctual Guarantor hereby assumes liability as a primary obligor for, hereby unconditionally guarantees payment by the Company of the principal to Lender of, hereby agrees to pay, protect, defend and the Make-Whole Amount (if any) save Lender harmless from and interest on, the Notes at any time outstanding and the due and punctual payment of all other amounts payableagainst, and all other Indebtedness owinghereby indemnifies Lender from and against any loss, by the Company to the Noteholders under the Note Purchase Agreement and the Notes damage (including, without limitation, any monetary obligations incurred during those resulting from the pendency diminution in value of any bankruptcyProperty), insolvencycost, winding-up, receivership or other similar proceeding regardless of whether allowed or allowable in such proceeding expense (including, without limitation, interest accrued on the Notes during any such proceedingattorneys’ fees and costs), liability, claim, obligation, cause of action, suit, demand and judgment, of any nature or description whatsoever, which may at any time be imposed upon, incurred by or awarded against Lender as a result of or arising from the following: (i) fraud or material misrepresentation by or on behalf of any Borrower, Operating Lessee, Guarantor or the Other Guarantor or any of their respective agents or representatives in each case when connection with the Loan, including, without limitation, by reason of any claim under the Racketeer Influenced and as the same shall become due Corrupt Organizations Act (“RICO”) and payableincluding, whether at maturitywithout limitation, any misrepresentation by any Borrower pursuant to mandatory any of the Loan Documents or optional prepaymentotherwise to induce Lender to make the Loan, or any advance thereof, or to release monies from any account held by acceleration Lender (including any reserve or otherwiseescrow) or to take other action with respect to any of the collateral for the Loan; (ii) the gross negligence or willful misconduct by or on behalf of any Borrower, Operating Lessee, Guarantor or the Other Guarantor or any of their respective authorized agents or representatives in connection with the Loan; (iii) the breach of any representation, warranty, covenant or indemnification provision in the Environmental Indemnity or in any other Loan Document concerning environmental laws, hazardous substances and/or asbestos and any indemnification of Lender with respect thereto in any document; (iv) wrongful removal or destruction of any portion of any Property after the occurrence of an Event of Default; (v) any intentional, physical waste of any Property resulting from the action or inaction of any Borrower, Operating Lessee or any Manager which adversely affects the value of such Property; (vi) any Legal Requirement (including RICO) resulting in the forfeiture by any Borrower of its Property, or any portion thereof, because of the conduct or purported conduct of criminal activity by any Borrower, Operating Lessee, Guarantor or the Other Guarantor or any of their respective agents or representatives in connection therewith; (vii) the misappropriation or conversion by or on behalf of any Borrower or Operating Lessee of (A) any Insurance Proceeds paid by reason of any loss, damage or destruction to any Property, (B) any Awards or other amounts received in connection with the Condemnation of all or a portion of any Property, or (C) any Gross Revenues (including Rents, security deposits, advance deposits or any other deposits); (viii) failure to pay charges for labor or materials or other charges that create Liens on any portion of any Property, to the extent (A) such Liens are not bonded over or discharged in accordance with Section 3.6 of the applicable Security Instrument and (B) Gross Revenue is sufficient for the payment of the same; (ix) any security deposits, advance deposits or any other deposits collected with respect to the Properties which are not delivered to Lender in accordance with the provisions of the Loan Documents; (x) failure to pay Taxes to the extent Gross Revenue is sufficient for the payment of the same; (xi) failure to obtain and maintain the fully paid for Policies in accordance with Section 5.1.1 of the Loan Agreement; (xii) Borrowers’ indemnification of Lender set forth in Section 9.2 of the Loan Agreement; (xiii) any delay in Lender’s right, or inability of Lender, upon the occurrence of an Event of Default to foreclose upon any Property or other collateral for the Loan, obtain a receiver for any Property or otherwise exercise any of its remedies or rights under the Loan Documents, which delay or inability would not have occurred but for the interference by any Borrower, Operating Lessee or any of their Affiliates with Lender’s rights under the Loan Documents; (xiv) any Borrower or Operating Lessee fails to permit on-site inspections of any Property or fails to provide financial information as required by, and in accordance with the terms and provisions hereof of, the Loan Agreement and thereof; it being the intent Security Instruments; (xv) the failure of any Borrower to maintain its status as a single purpose entity prior to the Closing Date, as required by, and in accordance with the terms and provisions of, Sections 3.1.24 and 3.1.43 of the Guarantor that Loan Agreement; (xvi) the guarantee set forth herein shall be failure by any Borrower, SPE Party or Operating Lessee to maintain its status as a continuing guarantee single purpose entity, as required by, and in accordance with the terms and provisions of, clauses (c), (e), (g), (h), (i), (j), (v), (w) and (x) of payment and not a guarantee Section 3.1.24 of collectionthe Loan Agreement; andand/or (xvii) if any Borrower or Operating Lessee initiates any wire transfer or ACH authorization with respect to any Clearing Account, closes any Clearing Account or performs any other transaction with respect to any Clearing Account, or authorizes any Manager or any other Person to do so, or adds the right to do so under the Clearing Bank’s electronic information reporting system. (b) the punctual and faithful performance, keeping, observanceIn addition to, and fulfillment by without limiting the Company of all dutiesgenerality of, agreementsthe foregoing clause (a), covenants and obligations of notwithstanding anything to the Company contained in the Note Purchase Agreement and the Notes. All of the obligations contrary set forth in clause this Guaranty or in any of the other Loan Documents, Guarantor hereby acknowledges and agrees that the Obligations shall be fully recourse to Guarantor in the event that: (i) the first full monthly payment of interest under the Note is not paid when due; (ii) any Borrower, SPE Party or Operating Lessee fails to maintain its status as a single purpose entity as required by, and in accordance with the terms and provisions of, the Loan Agreement (except with respect to the terms and provisions of clauses (c), (e), (g), (h), (i), (j), (v), (w) and (x) of Section 3.1.24 of the Loan Agreement); (iii) any Borrower fails to obtain Lender’s prior consent to any subordinate financing or other voluntary Lien encumbering any Property; (iv) Borrowers fail to obtain Lender’s prior consent to any Transfer of any Property or any interest therein or any Transfer of any direct or indirect interest in any Borrower, SPE Party or Operating Lessee, in any such case as required by the Security Instruments or the Loan Agreement; (v) any Borrower, SPE Party, the sole member of SPE Party, Operating Lessee, Guarantor or the Other Guarantor files a voluntary petition under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law; (vi) an Affiliate, officer, director or representative which controls, directly or indirectly, any Borrower, SPE Party, the sole member of SPE Party, Operating Lessee, Guarantor or the Other Guarantor files, or joins in the filing of, an involuntary petition against any Borrower, SPE Party, the sole member of SPE Party, Operating Lessee, Guarantor or the Other Guarantor under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law, or solicits or causes to be solicited petitioning creditors for any involuntary petition against any Borrower, SPE Party, the sole member of SPE Party, Operating Lessee, Guarantor or the Other Guarantor from any Person; (vii) any Borrower, SPE Party, the sole member of SPE Party, Operating Lessee, Guarantor or the Other Guarantor files an answer consenting to, or otherwise acquiescing in, or joining in, any involuntary petition filed against it by any other Person under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law, or solicits or causes to be solicited petitioning creditors for any involuntary petition from any Person; (viii) any Affiliate, officer, director or representative which controls any Borrower or Operating Lessee consents to, or acquiesces in, or joins in, an application for the appointment of a custodian, receiver, trustee or examiner for any Borrower, Operating Lessee or any portion of any Property; (ix) any Borrower, SPE Party, the sole member of SPE Party, Operating Lessee, Guarantor or the Other Guarantor makes an assignment for the benefit of creditors or admits, in writing or in any legal proceeding, its insolvency or inability to pay its debts as they become due; or (x) Guarantor (or any Person comprising Guarantor), the Other Guarantor, any Borrower, Operating Lessee or any Affiliate of any of the foregoing, in connection with any enforcement action or exercise or assertion of any right or remedy by or on behalf of Lender under or in connection with this Guaranty, the Note, the Security Instruments or any other Loan Document, seeks a defense, judicial intervention or injunctive or other equitable relief of any kind, or asserts in a pleading filed in connection with a judicial proceeding any defense against Lender or any right in connection with any security for the Loan, which the court in any such action or proceeding determines is without merit (in the case of a defense) or is unwarranted (in the case of a request for judicial intervention or injunctive or other equitable relief). (c) In addition to, and without limiting the generality of, the foregoing clauses (a) and (b), and notwithstanding anything to the contrary set forth in this Guaranty or in any of the other Loan Documents, Guarantor hereby acknowledges and agrees that if the Franchise Agreement for any Property is terminated and the applicable Borrower or Operating Lessee has not entered into a replacement franchise agreement acceptable to Lender in its sole discretion with a comparable franchisor acceptable to Lender in its sole discretion prior to or concurrently with such termination then the Obligations shall be fully recourse to Guarantor in an amount not to exceed the Allocated Loan Amount applicable to such Property, provided that the Obligations shall cease to be fully recourse to Guarantor as a result of the operation of this clause (c) at such time as the applicable Borrower or Operating Lessee has entered into a replacement franchise agreement acceptable to Lender in its sole discretion with a comparable franchisor acceptable to Lender in its sole discretion so long as such event occurs prior to the date that is one (1) year after the termination of the aforesaid Franchise Agreement. (d) The obligations of Guarantor set forth in clauses (a), (b) and (c) of this Section 2.1 1.2, as and to the extent set forth in said clauses (a), (b) and (c) of this Section 1.2, are hereinafter collectively referred to herein as the “Guaranteed Obligations”.” (e) Notwithstanding anything to the contrary contained in this Guaranty or in any of the 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 Bankruptcy 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 Lender in accordance with the Loan Documents.

Guaranteed Obligations. The GuarantorSubject to Section 17.2.1.2 and Section 17.2.2.2, Lease Guarantor hereby unconditionally and irrevocably guarantees to Landlord, as primary obligor and not merely as surety, the prompt and complete payment and performance in consideration full in cash of, without duplication, (i) all monetary obligations of Tenant under the Lease (and, without duplication, all monetary obligations of the execution tenant under any New Lease obtained pursuant to and delivery in accordance with Section 17.1(f) of the Note Purchase Agreement Lease in connection with which the applicable Leasehold Lender has elected to retain CEC as Lease Guarantor and the purchase proceed in accordance with Section 22.2(i)(1)(B) of the Notes by the Purchasers, hereby irrevocably, unconditionally and absolutely guarantees, on a continuing basis, to each Noteholder as and for the Guarantor’s own debt, until final and indefeasible payment Lease) of the amounts referred to in clause (a) below has been made: (a) the due and punctual payment by the Company of the principal of, and the Make-Whole Amount (if any) and interest on, the Notes at any time outstanding and the due and punctual payment of all other amounts payable, and all other Indebtedness owing, by the Company to the Noteholders under the Note Purchase Agreement and the Notes nature (including, without limitation, during any Transition Period), including, without limitation, (x) Tenant’s rent and other payment obligations of any nature under the Lease (including all Rent and Additional Charges (as each such term is defined in the Lease)), (y) Tenant’s obligation to expend the Required Capital Expenditures (as defined in the Lease) in accordance with the Lease and any other expenditures required of Tenant by the terms of the Lease and (z) Tenant’s obligation to pay monetary damages in connection with any breach of the Lease and to pay indemnification obligations incurred in each case as provided under the Lease, (ii) all Guaranty Termination Obligations (without duplication of amounts otherwise already included under clause (i)) and (iii) any sums payable to Landlord pursuant to Section 17.2.4 hereof (clauses (i), (ii) and (iii) collectively, the “Guaranteed Obligations”), in each case including (a) amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code or similar laws and (b) any late charges and interest provided for under the Lease (including interest accruing during the pendency of any bankruptcy, insolvency, winding-up, receivership or other similar proceeding regardless of proceeding, whether or not a claim for such interest is allowed or allowable in such proceeding including, without limitation, interest accrued on the Notes during any such proceeding). Lease Guarantor shall be jointly and severally liable with Tenant for the payment and performance of the Guaranteed Obligations. For the avoidance of doubt, although as a matter of process and procedure, Section 17.2 hereof sets forth a process by which Landlord may issue notice to Lease Guarantor in respect of certain Guaranteed Obligations, such process is not intended to be a predicate to the existence or accrual of Lease Guarantor’s liability for any of the Guaranteed Obligations, it being understood that all of Lease Guarantor’s obligations hereunder in respect of the Guaranteed Obligations are unconditional and irrevocable in all respects, irrespective of whether the process set forth in Section 17.2 has been commenced, completed or otherwise satisfied (but, in each case when and as the same shall become due and payablecase, whether at maturity, pursuant subject to mandatory or optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof; it being the intent of the Guarantor that the guarantee set forth herein shall be a continuing guarantee of payment and not a guarantee of collection; and (b) 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 Note Purchase Agreement and the Notes. All of the obligations set forth in clause (a) and clause (b) conditions of this Section 2.1 are referred to herein as Agreement, including the “Guaranteed Obligationsoccurrence of any Guaranty Release Date).”

Guaranteed Obligations. The GuarantorLease Guarantor hereby unconditionally and irrevocably guarantees to Landlord, as primary obligor and not merely as surety, the prompt and complete payment and performance in consideration full in cash of, without duplication, (i) all monetary obligations of Tenant under the Lease (and, without duplication, all monetary obligations of the execution tenant under any New Lease obtained pursuant to and delivery in accordance with Section 17.1(f) of the Note Purchase Agreement Lease in connection with which the applicable Leasehold Lender has elected to retain CEC as Lease Guarantor and the purchase proceed in accordance with Section 22.2(i)(1)(B) of the Notes by the Purchasers, hereby irrevocably, unconditionally and absolutely guarantees, on a continuing basis, to each Noteholder as and for the Guarantor’s own debt, until final and indefeasible payment Lease) of the amounts referred to in clause (a) below has been made: (a) the due and punctual payment by the Company of the principal of, and the Make-Whole Amount (if any) and interest on, the Notes at any time outstanding and the due and punctual payment of all other amounts payable, and all other Indebtedness owing, by the Company to the Noteholders under the Note Purchase Agreement and the Notes nature (including, without limitation, during any Transition Period), including, without limitation, (x) Tenant’s rent and other payment obligations of any nature under the Lease (including all Rent and Additional Charges (as each such term is defined in the Lease)), (y) Tenant’s obligation to expend the Required Capital Expenditures (as defined in the Lease) in accordance with the Lease and any other expenditures required of Tenant by the terms of the Lease, including, but not limited to, the completion of the New Tower (as defined in the Lease) and the payment of all costs and expenses incurred in connection with the construction thereof, in each case to the extent required under the Lease, and (z) Tenant’s obligation to pay monetary damages in connection with any breach of the Lease and to pay indemnification obligations incurred in each case as provided under the Lease, (ii) all Guaranty Termination Obligations (without duplication of amounts otherwise already included under clause (i)) and (iii) any sums payable to Landlord pursuant to Section 17.2.4 hereof (clauses (i), (ii) and (iii) collectively, the “Guaranteed Obligations”), in each case including (a) amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code or similar laws and (b) any late charges and interest provided for under the Lease (including interest accruing during the pendency of any bankruptcy, insolvency, winding-up, receivership or other similar proceeding regardless of proceeding, whether or not a claim for such interest is allowed or allowable in such proceeding including, without limitation, interest accrued on the Notes during any such proceeding). Lease Guarantor shall be jointly and severally liable with Tenant for the payment and performance of the Guaranteed Obligations. For the avoidance of doubt, although as a matter of process and procedure, Section 17.2 hereof sets forth a process by which Landlord may issue notice to Lease Guarantor in respect of certain Guaranteed Obligations, such process is not intended to be a predicate to the existence or accrual of Lease Guarantor’s liability for any of the Guaranteed Obligations, it being understood that all of Lease Guarantor’s obligations hereunder in respect of the Guaranteed Obligations are unconditional and irrevocable in all respects, irrespective of whether the process set forth in Section 17.2 has been commenced, completed or otherwise satisfied (but, in each case when and as the same shall become due and payablecase, whether at maturity, pursuant subject to mandatory or optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof; it being the intent of the Guarantor that the guarantee set forth herein shall be a continuing guarantee of payment and not a guarantee of collection; and (b) 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 Note Purchase Agreement and the Notes. All of the obligations set forth in clause (a) and clause (b) conditions of this Section 2.1 are referred to herein as Agreement, including the “Guaranteed Obligationsoccurrence of any Guaranty Release Date).”

Guaranteed Obligations. The Guarantor, in consideration of the execution and delivery of the Note Purchase Agreement and the purchase of the Notes by the Purchasers, hereby irrevocably, unconditionally and absolutely guarantees, on a continuing basis, to each Noteholder as and for the Guarantor’s own debt, until final and indefeasible payment of the amounts referred to in clause (a) below has been made: (a) The Guarantor hereby, irrevocably and unconditionally and as a primary obligation, guarantees, subject to the due terms and punctual conditions set forth in this Agreement, the payment by the Company Purchaser of the principal ofits obligations for payment under this Agreement if, and the Make-Whole Amount (if any) and interest on, the Notes at any time outstanding and the due and punctual payment of all other amounts payable, and all other Indebtedness owing, by the Company to the Noteholders under the Note Purchase Agreement and the Notes (including, without limitation, any monetary obligations incurred during the pendency of any bankruptcy, insolvency, winding-up, receivership or other similar proceeding regardless of whether allowed or allowable in such proceeding including, without limitation, interest accrued on the Notes during any such proceeding), in each case when and as due by the same shall become Purchaser at the Closing under Sections 2.01 and 2.02 (the “Guaranteed Obligations”). If the Purchaser fails to pay any such Guaranteed Obligations if, when and as due under Sections 2.01 and payableSection 2.02, whether at maturitythe Guarantor shall, upon the written request of the Company, promptly pay, such Guaranteed Obligations. The guarantee made by the Guarantor pursuant to mandatory or optional prepayment, by acceleration or otherwise, all in accordance with this Section 4.24 (the terms and provisions hereof and thereof; it being the intent of the Guarantor that the guarantee set forth herein shall be “Guarantee”) is a continuing guarantee of payment and not a guarantee of collection; and. The Guarantor’s maximum aggregate liability under this Section 4.24 shall not exceed the Purchase Price. The Company hereby agrees that in no event shall the Guarantor be required to pay any amount to the Company or any other Person under this Agreement other than as expressly set forth in this Section 4.24. (b) This Guarantee and all of the punctual Guarantor’s obligations under this Section 4.24 shall terminate and faithful performance, keeping, observance, expire on the earlier of (i) the date this Agreement is validly terminated in accordance with Section 2.03 and fulfillment (ii) upon the Closing. No claims may be made under this Guarantee (x) after the Closing or the date on which the Company (y) brings any Action against the Guarantor for any amounts in excess of the Guaranteed Obligations or (z) commences any Action against the Guarantor other than for enforcement of this Guarantee pursuant and subject to the terms of to this Section 4.24 (c) This Guarantee may not be amended or modified except by an instrument in writing signed by the Company of all duties, agreements, covenants and obligations the Guarantor. This Guarantee constitutes the entire agreement and understanding of the Company contained in the Note Purchase Agreement Guarantor and the NotesCompany relating to the subject matter hereof. All Any waiver of any term or condition of this Guarantee must be in writing and signed by the Party against whom such waiver is sought to be enforced. Any waiver of any term or condition of this Guarantee shall not be construed as a waiver of any subsequent breach or a subsequent waiver of the obligations set forth in clause (a) and clause (b) same term or condition, or a waiver of any other term or condition of this Guarantee. (d) This Guarantee may only be enforced against the Guarantor and no Specified Person shall have any liability for any obligation under this Section 2.1 are referred to herein as the “Guaranteed Obligations4.24.”

Guaranteed Obligations. The Guarantor, in consideration of the execution and delivery of the Note Purchase Agreement and the purchase of the Notes by the Purchasers, hereby irrevocably, unconditionally and absolutely guarantees, on a continuing basis, to each Noteholder as and for the Guarantor’s own debt, until final and indefeasible payment of the amounts referred to in clause (a) below has been made: The Guarantor unconditionally and irrevocably guarantees to the Agent and Lenders, and their successors and assigns, the payment when due (awhether by acceleration or otherwise) the due and punctual payment by the Company of all Obligations of the principal of, and Borrowers (the Make-Whole Amount (if any“Guaranteed Obligations”) and interest on, the Notes at any time outstanding and the due and punctual payment of all other amounts payable, and all other Indebtedness owing, by the Company to the Noteholders under the Note Purchase Agreement and the Notes (including, without limitation, any monetary obligations incurred during (i) the pendency aggregate unpaid principal balance of any all Loans made under the Loan Agreement, (ii) all interest accrued thereon and all fees payable under the Loan Agreement and the other Loan Documents (including all interest accrued from the commencement of a case under the Federal Bankruptcy Code by or against the Borrowers or other bankruptcy, insolvency, winding-up, receivership insolvency or other similar reorganization proceeding for the Borrowers regardless of whether such interest or fees are an allowed or allowable claim in such proceeding including, without limitation, interest accrued on the Notes during any such case or proceeding)) and (iii) all other amounts now or hereafter payable by the Borrowers under the Loan Agreement, in each case any promissory notes issued thereunder (the “Notes”) or any other Loan Document to which the Borrowers is a party, when and as the same shall become due and payabledue, whether at maturity, pursuant to mandatory the stated date or optional prepaymentdates for payment, by acceleration or otherwise, all in accordance with according to the terms of the Loan Agreement, the Notes or any other applicable Loan Document, without regard to any defense, setoff or counterclaim that may at any time be asserted by or available to the Borrowers and provisions hereof notwithstanding any discharge of the Borrowers from the Guaranteed Obligations. (b) The Guarantor hereby agrees that if any amount of the Guaranteed Obligations shall not be paid promptly when due, the Guarantor shall pay such amount to the Agent immediately after written demand is made therefor by the Agent. All payments by the Guarantor under this Guaranty shall be paid in Dollars and thereof; it being in immediately available funds at the intent office of the Agent at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 or at such other office or to such account of the Agent as the Agent shall designate in writing from time to time. (c) It is the intention of the Guarantor that the guarantee set forth herein shall be a continuing guarantee of payment and not a guarantee of collection; and (b) the punctual and faithful performance, keeping, observance, and fulfillment by the Company of all duties, agreements, covenants and obligations of the Company Guarantor hereunder shall be in, but not in excess of, the maximum amount permitted by applicable law. To that end, but only to the extent such obligations would otherwise be avoidable, notwithstanding anything to the contrary contained herein or in any other Loan Documents, the obligations of the Guarantor hereunder shall be reduced to that amount which after giving effect thereto and to all other liabilities of the Guarantor (absolute or contingent) would not render the Guarantor insolvent or unable to pay its debts and liabilities as they mature or leave the Guarantor with an unreasonably small capital. For purposes of the foregoing, “insolvent” or “unreasonably small capital” and the effective time of reductions required by this paragraph 1.1(c) shall be determined in accordance with applicable law. (d) Notwithstanding anything to the contrary contained herein or in any other agreement, document or instrument, until the Obligations are paid in full, the Guarantor hereby irrevocably waives to the extent permitted by law all rights of subrogation (whether such rights arise under common law, contract or Federal law (including, without limitation, Section 509 or the U.S. Bankruptcy Code) to the claims of the Agent or any Lender against the Borrowers, and waives all contractual, statutory and common law rights of contribution, reimbursement, indemnification and similar rights and claims (as such term is defined in the Note Purchase Agreement and U.S. Bankruptcy Code) against the Notes. All of the obligations set forth Borrowers which may arise in clause (a) and clause (b) of connection with, or as a result of, this Section 2.1 are referred to herein as the “Guaranteed ObligationsGuaranty.”

Guaranteed Obligations. The Guarantor(a) Each Guarantor hereby jointly and severally, in consideration irrevocably, absolutely and unconditionally guarantees to Lender the full, complete and punctual payment, performance and satisfaction of all of the execution obligations, duties, covenants and delivery agreements of Mortgage Borrowers under the Mortgage Loan Agreement relating to each project contemplated by the Initial Renovations, as shown on Schedule XIII to the Mortgage Loan Agreement, as the same may be modified with the reasonable consent of Mortgage Lender, if and when Mortgage Borrowers shall begin physical construction thereof (each such project, as and when Borrowers have elected to commence, and have commenced, physical construction thereof, an “Initial Renovations Project”), substantially in compliance with the applicable plans and specifications, the applicable portions of the Note Purchase Initial Renovations Loan Budget (as such term is defined in the Mortgage Loan Agreement), the applicable construction progress schedule and all applicable Legal Requirements, including, without limitation: (i) to diligently commence, perform and complete (or cause to be commenced, performed and completed) the construction of each Initial Renovations Project in accordance with the terms of the Mortgage Loan Agreement and the purchase of the Notes by the Purchasers, hereby irrevocably, unconditionally and absolutely guarantees, on a continuing basis, to each Noteholder as and for the Guarantor’s own debt, until final and indefeasible payment of the amounts referred to in clause (a) below has been made:Loan Agreement; (aii) the due and punctual payment by the Company of the principal ofto pay all costs associated with each Initial Renovations Project, and the Make-Whole Amount (if any) and interest on, the Notes at any time outstanding and the due and punctual payment of all other amounts payable, and all other Indebtedness owing, by the Company to the Noteholders under the Note Purchase Agreement and the Notes (including, without limitation, all hard costs, soft costs and other obligations, liabilities, costs and expenses incurred in connection with the completion of each Initial Renovations Project, as the same may become due and payable; (iii) to keep the Properties free and clear of all Liens or claims of Liens arising or incurred in connection with the completion of each Initial Renovations Project, other than Permitted Encumbrances and any monetary obligations incurred such Liens being contested pursuant to, and in accordance with, Section 3.6(b) of the Mortgage, and if any Liens should be filed, or should attach, with respect to any Property by reason of the carrying out of each Initial Renovations Project, within fifteen (15) Business Days after obtaining notice thereof (but in any event prior to the date on which such Property or any part thereof or interest therein may be in imminent danger of being sold, forfeited, foreclosed, terminated, cancelled or lost), other than any such Liens being contested pursuant to, and in accordance with, Section 3.6(b) of the Mortgage, to either (A) cause the removal of such Liens or (B) post security against the consequences of their possible foreclosure and procure an endorsement to the Title Insurance Policy (as such term is defined in the Mortgage Loan Agreement) insuring Mortgage Lender against the consequences of the foreclosure or enforcement of such Liens; (iv) to pay the premiums for all policies of insurance required to be furnished by Borrowers pursuant to the Loan Agreement, or Mortgage Borrowers pursuant to the Mortgage Loan Agreement, during the pendency performance of each Initial Renovations Project if such premiums are not paid by Borrowers or Mortgage Borrowers; (v) if Lender (subject to the prior rights of Mortgage Lender under the Mortgage Loan Documents) exercises its rights to complete any bankruptcyInitial Renovations Project pursuant to this Guaranty or any of the other Loan Documents, insolvencyto pay or reimburse Lender for any and all costs and expenses incurred by Lender in completing such Initial Renovations Project; (vi) to pay all claims relating to the foregoing before they become delinquent; (vii) to correct or cause to be corrected any material defect in any Initial Renovations Project, winding-upas reasonably determined by the applicable architect and the Construction Consultant (as such term is defined in the Mortgage Loan Agreement), receivership or, if the applicable architect and the Construction Consultant cannot reasonably agree, then as determined pursuant to the most expedited form of arbitration available for such disagreement under the rules of the American Arbitration Association, such arbitration to be held in New York, New York; and (viii) to pay any and all costs, expenses, liabilities, claims and amounts required to be paid by Guarantors pursuant to Section 1.7 or any other similar proceeding regardless provision hereof (the “Enforcement Costs”). (b) Each Guarantor hereby jointly and severally, irrevocably, absolutely and unconditionally guarantees to Lender the full, complete and punctual payment, performance and satisfaction of whether allowed all of the obligations, duties, covenants and agreements of Mortgage Borrowers under Section 3.18 of the Mortgage Loan Agreement relating to restoration of the Properties in the event that any of (i) the Qualification Conditions have not been satisfied on or allowable prior to the Construction Qualification Date, (ii) Mortgage Borrowers have delivered the Relinquishment Notice (as such term is defined in the Mortgage Loan Agreement) to Mortgage Lender, or (iii) Mortgage Borrowers have delivered a Stop Notice (as such proceeding term is defined in the Mortgage Loan Agreement) to Mortgage Lender, substantially in compliance with all applicable Legal Requirements and to the reasonable satisfaction of the Construction Consultant, including, without limitation: (i) to diligently commence, perform and complete (or cause to be commenced, performed and completed) the restoration of the Properties to the extent required under, and in accordance with the terms of, the Mortgage Loan Agreement; (ii) to pay all costs associated with such restoration, including, without limitation, interest accrued on all hard costs, soft costs and other obligations, liabilities, costs and expenses incurred in connection with the Notes during any completion of such proceeding)restoration, in each case when and as the same shall may become due and payable; (iii) to keep the Properties free and clear of all Liens or claims of Liens arising or incurred in connection with such restoration, whether at maturityother than Permitted Encumbrances and any such Liens being contested pursuant to, and in accordance with, Section 3.6(b) of the Mortgage, and if any Liens should be filed, or should attach, with respect to any Property by reason of the carrying out of such restoration, within fifteen (15) Business Days after obtaining notice thereof (but in any event prior to the date on which such Property or any part thereof or interest therein may be in imminent danger of being sold, forfeited, foreclosed, terminated, cancelled or lost), other than any such Liens being contested pursuant to, and in accordance with, Section 3.6(b) of the Mortgage, to either (A) cause the removal of such Liens or (B) post security against the consequences of their possible foreclosure and procure an endorsement to the Title Insurance Policy insuring Mortgage Lender against the consequences of the foreclosure or enforcement of such Liens; (iv) to pay the premiums for all policies of insurance required to be furnished by Borrowers pursuant to mandatory the Loan Agreement, or optional prepaymentMortgage Borrowers pursuant to the Mortgage Loan Agreement, by acceleration or otherwise, all in accordance with during the terms and provisions hereof and thereof; it being the intent performance of the Guarantor that restorations if such premiums are not paid by Borrowers or Mortgage Borrowers; (v) if Lender (subject to the guarantee set forth herein shall be a continuing guarantee prior rights of payment Mortgage Lender under the Mortgage Loan Documents) exercises its rights to complete any of the restoration pursuant this Guaranty or any of the other Loan Documents, to pay or reimburse Lender for any and not a guarantee of collectionall costs and expenses incurred by Lender in completing the restoration; and (bvi) to pay all claims relating to the punctual foregoing before they become delinquent. The obligations and faithful performance, keeping, observance, and fulfillment by the Company of all duties, agreements, covenants and obligations of the Company contained in the Note Purchase Agreement and the Notes. All of the obligations liabilities set forth in clause (athe foregoing Sections 1.1(a) and clause (b1.1(b) of this Section 2.1 are collectively referred to herein as the “Guaranteed Obligations”; provided, however, that in no event shall the aggregate obligations and liabilities of Guarantors under this Guaranty and the Other Guarantees exceed the Guaranteed Obligations; and the completion obligations with respect to completion of any Initial Renovations Project or restoration from any Pre-Construction Work shall be referred herein as the “Guaranteed Work”. Each Guarantor hereby acknowledges having received, reviewed and approved a true and complete copy of the Loan Agreement and the Mortgage Loan Agreement. Each Guarantor hereby irrevocably and unconditionally covenants and agrees that it is liable for the Guaranteed Obligations as a primary obligor and not merely as a surety.”

Guaranteed Obligations. The Guarantor, in In consideration of any extension of credit whether heretofore or hereafter made by Bank to Borrower, any forbearance of demand or suit, or agreement for such forbearance with respect to any Indebtedness or otherwise, or cancellation of any existing guaranty, or any other valuable consideration, Guarantor hereby guarantees the execution full and delivery prompt payment to Bank when due, whether by acceleration or otherwise, of: (i) all real estate taxes on the Property which accrue or become due during the term of the Note Purchase Agreement Loan, plus (ii) all Costs and the purchase Expenses (as defined in Section 15 hereof), plus (iii) any and all losses, damages, costs or expenses of Bank, which arise in consequence of any of the Notes by the Purchasers, hereby irrevocably, unconditionally and absolutely guarantees, on a continuing basis, to each Noteholder as and for the Guarantor’s own debt, until final and indefeasible payment of the amounts referred to in clause (a) below has been madefollowing: (a) Borrower’s failure to insure the due and punctual payment by Property in compliance with the Company provisions of the principal ofLoan Documents; (b) nonpayment of taxes and assessments, for the Property and the Make-Whole Amount any penalty or late charge associated with nonpayment thereof; (if anyc) and interest on, the Notes at application of any time outstanding and the due and punctual rents or other income regardless of type or source of payment of all or other amounts payable, and all other Indebtedness owing, by the Company to the Noteholders under the Note Purchase Agreement and the Notes considerations in lieu thereof (including, without limitationbut not limited to, any monetary obligations incurred during the pendency common area maintenance charges, lease termination payments, refunds of any bankruptcytype, insolvencyprepayment of rents, winding-upsettlements of litigation, receivership or settlements of past due rents) from the Property that Borrower has received or will receive after an Event of Default under the Loan Documents other similar proceeding regardless than to (A) payment of whether allowed or allowable in such proceeding including, without limitationprincipal, interest accrued on and other charges when due under the Notes during any such proceeding)Loan Documents or (B) payment of expenses for the operation, maintenance, taxes, assessments, utility charges and insurance of the Property, including payment of ordinary course management fees in each case when arrears, and as including sufficient reserves for the same or replacements or renewals thereof (“Operation Expense(s)”) provided that (x) Borrower has furnished Bank with evidence reasonably satisfactory to Bank of the Operation Expenses and payment thereof, and (y) any payments to parties related to Borrower shall become due and payable, whether at maturity, pursuant be considered an Operation Expense only to mandatory or optional prepayment, by acceleration or otherwise, all the extent that the amount expended for the Operation Expense does not exceed the then current market rate for such Operation Expense; (d) application of any security deposits of tenants not in accordance with the terms and provisions hereof and thereof; it being the intent of the Guarantor that Leases, together with any interest on such security deposits required by law or the guarantee set forth herein shall Leases, and any security deposits which are not turned over to Bank upon conveyance of the Premises to Bank pursuant to foreclosure or power of sale or by a deed acceptable to Bank in form and content; (e) misapplication or misappropriation of tax reserve accounts, tenant improvement reserve accounts, security deposits, prepaid rents or other similar sums paid to or held by Borrower or any other entity or person in connection with the operation of the Property; (f) failure to pay for labor and materials provided for or to the Property; (g) removal or disposal of any property which is part of the Property or is otherwise property of Borrower following an Event of Default; (h) transfer of the Property or any direct or indirect interest in the Premises (except for those Permitted Transfers described in Section 6.19 of the Loan Agreement) or entering into subordinate financing in violation of the Loan Documents; (i) failure of Borrower to be and remain a continuing guarantee Limited-Asset Entity or comply with any of payment and not the Limited-Asset Entity covenants in the Loan Documents; (j) the occurrence of any Event of Default arising under Section 4.1(B) or 4.1(C) of the Loan Agreement; (k) application of any insurance or condemnation proceeds or other similar funds or payments by Borrower in a guarantee of collectionmanner other than as expressly provided in the Loan Documents; and (bl) any fraud or willful misrepresentation by or on behalf of Borrower or any guarantor regarding the punctual and faithful performanceProperty, keeping, observance, and fulfillment by the Company making or delivery of all duties, agreements, covenants and obligations any of the Company contained Loan Documents or in any materials or information provided by or on behalf of Borrower or any guarantor, if any, in connection with the Note Purchase Agreement and the Notes. All of the obligations set forth in clause (a) and clause (b) of this Section 2.1 are referred to herein as the “Guaranteed ObligationsLoan.”

Guaranteed Obligations. The Guarantor, in consideration of the execution and delivery of the Note Purchase Agreement and the purchase of the Notes by the Purchasers, hereby irrevocably, unconditionally and absolutely guarantees, on a continuing basis, to each Noteholder as and for the Guarantor’s own debt, until final and indefeasible payment of the amounts referred to in clause (a) below has been made: (a) Guarantor hereby irrevocably and unconditionally guarantees to Beneficiary the prompt payment of all amounts payable as and when the same shall become due and punctual payment payable at any time by the Company of the principal ofObligor under, and the Make-Whole Amount (if any) full and interest onprompt performance by the Obligor of each and every agreement, covenant, indemnity and obligation of Obligor under and in accordance with the terms of, the Notes at any time outstanding and the due and punctual payment of all other amounts payableGuaranteed Agreements, in each case however created, arising or evidenced, whether direct or indirect, primary or secondary, absolute or contingent, joint or several, and all other Indebtedness owing, by the Company whether now or hereafter existing or due or to the Noteholders under the Note Purchase Agreement and the Notes become due. (b) Guarantor hereby agrees that if for any reason (including, without limitation, any monetary obligations incurred during the pendency of any bankruptcyliquidation, dissolution, receivership, insolvency, winding-upbankruptcy, receivership assignment for the benefit of creditors, reorganization, composition or readjustment of, or other similar proceeding regardless proceedings affecting the status, existence, assets or obligations of, Obligor) Obligor shall fail fully and promptly to pay any amount payable at any time under any of whether allowed or allowable in such proceeding including, without limitation, interest accrued on the Notes during any such proceeding), in each case Guaranteed Agreements as and when and as the same shall become due and payable, whether at maturityor if Obligor shall fail to perform and discharge any agreement, pursuant to mandatory covenant, indemnity or optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof; it being the intent obligation of Obligor under any of the Guaranteed Agreements, then Guarantor that (i) in the guarantee set forth herein event of any such failure to make payment of any amount, shall promptly pay such amount to Beneficiary and (ii) in the event of any failure to perform and discharge any such agreement, covenant, indemnity or obligation, shall promptly cause the same to be a continuing guarantee of payment performed and not a guarantee of collection; anddischarged. (bc) the punctual and faithful performanceThe amounts payable by (including, keepingwithout limitation, observanceany penalties or default amounts), and fulfillment by the Company of all duties, agreements, covenants covenants, indemnities and obligations of the Company contained in the Note Purchase Agreement and the Notes. All of the obligations set forth in clause (a) and clause (b) of this Section 2.1 of, Obligor hereby guaranteed are hereinafter referred to herein collectively as the “"Guaranteed Obligations" and individually as a "Guaranteed Obligation.”"

Guaranteed Obligations. The Guarantor, in consideration of the execution Guarantor hereby absolutely guarantees to Lender and delivery of the Note Purchase Agreement and the purchase of the Notes by the Purchasers, hereby irrevocably, unconditionally and absolutely guarantees, on a continuing basis, to each Noteholder shall stand as and surety for the Guarantor’s own debt, until final and indefeasible payment of the amounts referred to in clause (a) below has been made: (a) the due and punctual payment (and not merely collection), when due and/or at maturity, whether by acceleration or otherwise, and at all times thereafter, of each of the following (hereinafter referred to collectively as the "Guaranteed Obligations"): (a) principal, interest, late charges, costs, expenses (including reasonable attorneys' fees) and all other charges or advancements due or to become due (whether by acceleration or otherwise) in respect of the Note and/or under the Deed of Trust or any of the other Loan Documents; (b) all sums relating to the Loan which may be or may become secured by the Company lien of the principal ofDeed of Trust, and the Make-Whole Amount (if any) and interest on, the Notes at any time outstanding and the due and punctual payment of all other amounts payabletaxes, assessments and insurance premiums, and all other Indebtedness owingsums and charges required by, and the due and punctual performance and observance by Borrower of all of the Company terms, covenants and conditions of the Note, whether according to the Noteholders under the Note Purchase Agreement and the Notes (includingpresent terms thereof, without limitationat any earlier or accelerated date or dates as provided therein, any monetary obligations incurred during the pendency of any bankruptcy, insolvency, winding-up, receivership or other similar proceeding regardless of whether allowed or allowable in such proceeding including, without limitation, interest accrued on the Notes during any such proceeding), in each case when and as the same shall become due and payable, whether at maturity, pursuant to mandatory any extension of time or optional prepaymentto any change or changes in the terms, covenants and conditions thereof, now or at any time hereafter made or granted by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof; it being the intent of the Guarantor that the guarantee set forth herein shall be a continuing guarantee of payment and not a guarantee of collectionLender; and (bc) the punctual payment of all other sums which may be advanced by or otherwise be due to Lender under any provision of the Deed of Trust or under any of the other Loan Documents, with interest thereon at the rate provided herein or therein; (d) the performance of each and faithful every covenant and agreement of Guarantor or Borrower contained (1) in any note evidencing a Future Advance (as defined in the Deed of Trust), and (2) in any of the Loan Documents; (e) all costs, expenses, losses, damages and other charges sustained or incurred by Lender because of: (1) the default by Guarantor or Borrower in payment or performance, keepingas the case may be, observance, and fulfillment by the Company of all duties, agreements, covenants and obligations any provision contained in any of the Company contained Loan Documents; (2) defense of actions instituted by Guarantor or Borrower or a third party against Lender arising out of or related to the Loan or in the Note Purchase Agreement and realizing upon, protecting, perfecting or defending the NotesProperty or the Collateral described in the Deed of Trust; or (3) actions brought or defended by Lender in enforcing its security interest in the Property or the Collateral described in the Deed of Trust. All of these costs and expenses include reasonable attorneys' fees and paralegals' fees, whether incurred with respect to collection, litigation, bankruptcy proceedings, interpretation, dispute, negotiation, trial, appeal, defensive actions instituted by a third party against mortgagee, or enforcement or any judgment based upon any of the obligations set forth Loan Documents, whether or not suit is brought to collect such amounts or to enforce such rights or, if brought, is prosecuted to judgment; (f) all costs, expenses, and amounts arising under or pursuant to any indemnity contained within any of the Loan Documents, or in clause any separate agreement executed by Guarantor or Borrower in favor of Lender; (ag) and clause the repayment of any other loans or advances, with interest thereon, hereafter made to Borrower (b) of this Section 2.1 are referred or any successor in interest to herein Borrower, as the “case may be) by Lender when the promissory note evidencing the loan or advance specifically states that said note is secured by this Guaranty, together with all extensions, renewals, modifications, amendments and replacements thereof (herein and in the Loan Documents, "Future Advance"); and (h) the payment on demand of all Enforcement Costs (as hereinafter defined). The obligation of Guarantor hereunder shall in no way be released, impaired, affected, extinguished or diminished by any actions Lender may take or fail to take with respect to the Loan Documents or any collateral security therefor, including, but not limited to, a foreclosure of any such collateral. The obligation of Guarantor to pay Lender shall continue without regard to the number of advances or the amount of any advance made to Borrower or to amounts applied by Lender for the account of Borrower on the Loan from the proceeds of any enforcement action under the Loan Documents, whether by foreclosure or otherwise. Lender shall have the right to determine how, when and what application of payments and credits, if any, derived from the security for this Guaranty or the Loan, shall be made on the Guaranteed Obligations, and this Guaranty shall apply to and secure any ultimate balance of the Guaranteed Obligations that shall remain owing to Lender. Anything in this Guaranty to the contrary notwithstanding, Guarantor's liability hereunder shall be conditioned on, and shall arise immediately and automatically upon, the occurrence of an Event of Default.”

Guaranteed Obligations. The GuarantorGuarantor absolutely, in consideration of the execution and delivery of the Note Purchase Agreement and the purchase of the Notes by the Purchasers, hereby irrevocably, and unconditionally guarantees to the Beneficiary, its successors and absolutely guaranteesendorsees and assignees, on as primary obligor and not merely as a continuing basissurety, to each Noteholder as and for the Guarantor’s own debt, until final and indefeasible payment of the amounts referred to in clause (a) below has been made: (ai) the due and punctual payment by the Company of the principal of, and the Make-Whole Amount (if any) and interest on, the Notes at any time outstanding and the due and punctual 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 amounts payablethan as may relate to Net Decommissioning Costs), and all other Indebtedness owing, not later than the date that is thirty (30) days after a written demand by the Company Beneficiary upon the Guarantor stating that HQSub has failed to the Noteholders pay any such amount when due under the Note Purchase Agreement and the Notes (including, without limitation, any monetary obligations incurred during the pendency of any bankruptcy, insolvency, winding-up, receivership or other similar proceeding regardless of whether allowed or allowable in such proceeding including, without limitation, interest accrued on the Notes during any such proceeding), in each case when and as the same shall become due and payable, whether at maturity, pursuant to mandatory or optional prepayment, by acceleration or otherwise, all after demand therefor in accordance with the terms and provisions hereof and thereofAgreement; it being provided, that the intent 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 reasonably incurred by the 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 the guarantee set forth herein it shall be a continuing guarantee of payment and not a guarantee of collectioncondition precedent to the Guarantor’s obligations under this Guaranty that the Construction Phase shall have commenced under the Agreement; and (b) the punctual and faithful performanceprovided, keepingfurther, observancethat, and fulfillment by the Company of all duties, agreements, covenants and obligations of the Company contained in the Note Purchase Agreement and the Notes. All of the obligations set forth in clause (a) and clause (b) subject to Section 8 of this Guaranty, this Guaranty shall terminate when and as provided in Section 2.1 are referred to herein as the “Guaranteed Obligations9 of this Guaranty.”

Guaranteed Obligations. The Guarantor, in consideration Each of the execution and delivery of the Note Purchase Agreement and the purchase of the Notes by the Purchasers, Guarantors hereby irrevocably, unconditionally unconditionally, absolutely, jointly and absolutely guarantees, on a continuing basis, severally guarantees to each Noteholder holder of Notes, as and for the each such Guarantor’s 's own debt, until final and indefeasible payment of the amounts referred to in clause Guaranteed Obligations (aas defined below) below has been made: (a) the due and punctual payment by the Company of the principal of, and interest (including default interest and post-petition interest), and the Make-Whole Amount (if any) and interest on, the Notes at any time outstanding and the due and punctual payment of all other amounts payable, and all other Indebtedness indebtedness owing, by the Company to the Noteholders holders of the Notes under this Agreement, the Note Purchase Agreement Other Agreement, the Notes and the Notes other Financing Documents (including, without limitation, any monetary all such obligations incurred during so guarantied are herein collectively referred to as the pendency of any bankruptcy, insolvency, winding-up, receivership or other similar proceeding regardless of whether allowed or allowable in such proceeding including, without limitation, interest accrued on the Notes during any such proceeding"Guaranteed Obligations"), in each case when and as the same shall become due and payable, whether at maturity, pursuant to mandatory or optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof; it being the intent of each of the Guarantor Guarantors that the guarantee set forth herein in this Section 23 (the "Guarantee") shall be a continuing guarantee of payment and not a guarantee of collection; and (b) the punctual and faithful performance, keeping, observance, and fulfillment by the Company of all duties, agreements, covenants and obligations of the Company contained in this Agreement, the Note Purchase Agreement Other Agreement, the Notes and the Notes. All of other Financing Documents, including, without limitation, each undertaking by the obligations set forth in clause (a) and clause (b) of this Section 2.1 are referred Company herein or therein to herein as the “Guaranteed Obligationscause a Subsidiary to perform or discharge a particular undertaking or covenant.”

Guaranteed Obligations. The Guarantor, in consideration of the execution and delivery of the Note Purchase Agreement and the purchase of the Notes by the Purchasers, Guarantor hereby irrevocably, unconditionally and absolutely guaranteesirrevocably guaranties to Lender the due, on a continuing basispunctual and full payment and performance of, and covenants with Lender to each Noteholder as duly, punctually and for fully pay and perform, and to be fully liable to Lender for, the Guarantorfollowing (including without limitation attorney’s own debtfees and disbursements and collections costs incurred in connection therewith) (collectively, until final the “Guaranteed Obligations”): (i) the application of rents, security deposits, or other income, issues, profits, and indefeasible payment revenues derived from the Premises during an uncured Event of Default to the amounts referred extent applied to in clause anything other than (a) below has been made: (a) the due normal and punctual payment by the Company necessary operating expenses of the principal of, and the Make-Whole Amount (if any) and interest on, the Notes at any time outstanding and the due and punctual payment of all other amounts payable, and all other Indebtedness owing, by the Company to the Noteholders under the Note Purchase Agreement and the Notes (including, without limitation, any monetary obligations incurred during the pendency of any bankruptcy, insolvency, winding-up, receivership Premises or other similar proceeding regardless of whether allowed or allowable in such proceeding including, without limitation, interest accrued on the Notes during any such proceeding), in each case when and as the same shall become due and payable, whether at maturity, pursuant to mandatory or optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof; it being the intent of the Guarantor that the guarantee set forth herein shall be a continuing guarantee of payment and not a guarantee of collection; and (b) the punctual and faithful performance, keeping, observance, and fulfillment Indebtedness evidenced by the Company of all duties, agreements, covenants and obligations Note. It is understood that any rents collected more than one month in advance as of the Company contained in the Note Purchase Agreement and the Notes. All time of the obligations Event of Default shall be considered to have been collected after the Event of Default; (ii) any loss, cost or damages arising out of or in connection with fraud or material misrepresentations to Lender by Borrower (or by any of its general partners, officers, shareholders, members, or their agents, if applicable); (iii) any loss, cost or damages arising out of or in connection with Borrower’s use or misapplication of (a) any proceeds paid under any insurance policies by reason of damage, loss or destruction to any portion of the Premises, or (b) proceeds or awards resulting from the condemnation or other taking in lieu of condemnation of any portion of the Premises, for purposes other than those set forth in clause the Mortgage; (iv) any loss, cost or damages arising out of or in connection with any material physical waste of the Premises or any portion thereof and all reasonable costs incurred by Lender in order to protect the Premises; (v) any taxes, assessments and insurance premiums for which Borrower is liable under the Note, the Mortgage or any of the other Loan Documents and which are paid by Lender (but not the proportionate amount of any such taxes, assessments and insurance premiums which accrue following the date of foreclosure plus any applicable redemption period or acceptance of a deed in lieu of foreclosure); (vi) any loss, costs or damages arising out of or in connection with Borrower’s covenants, obligations and liabilities contained in Paragraph 31 of the Mortgage and under the Environmental Indemnification Agreement dated of even date herewith executed by Borrower and Guarantor in favor of Lender; (vii) any loss, cost or damages arising out of or in connection with any construction lien, mechanic’s lien, materialman’s lien or similar lien against the Premises arising out of acts or omissions of Borrower; (viii) any and all loss, costs or damages arising out of or incurred in order to cause the Improvements to comply with the accessibility provisions of The Americans with Disabilities Act and each of the regulations promulgated thereunder, as the same may be amended from time to time which are required by any governmental authority; (ix) the total Indebtedness (as defined in the Note) in the event that (a) and clause Lender is prevented from acquiring title to the Premises after any Event of Default because of failure of Borrower’s title under federal, state or local laws, less any recovery received by Lender from any title insurance policy it holds in connection with the Premises, or (b) Borrower or Guarantor or any general partner, beneficiary, trustee or member of this Section 2.1 are referred to herein the foregoing voluntarily files a petition in bankruptcy or commences a case or insolvency proceeding under any provision or chapter of the Federal Bankruptcy Code; (x) any loss, damage, cost, expense and liability, including, but not limited to, reasonable attorneys’ fees and costs, resulting from any act of Borrower or its general partners, members, shareholders, officers, directors, beneficiaries, and/or trustees, as the “Guaranteed Obligationscase may be, to obstruct, delay or impede Lender from exercising any of its rights or remedies under the Loan Documents; (xi) the total Indebtedness (as defined in the Note) in the event that (a) Borrower makes an unpermitted transfer of an interest in the Borrower or in the Premises without the prior written approval of Lender, or (b) Borrower makes an unpermitted encumbrance on the Premises or the holder of an ownership interest in Borrower encumbers such interest, without the prior written approval of Lender; (xii) all costs and fees, including without limitation reasonable attorney fees and costs, incurred by Lender in the enforcement of subparagraphs (i) through (xi) above.”

Guaranteed Obligations. The Guarantor, in consideration of the execution and delivery of the Note Purchase Agreement and the purchase of the Notes by the Purchasers, Guarantor hereby irrevocablyabsolutely, unconditionally ---------------------- and absolutely guarantees, on a continuing basis, to each Noteholder as and for irrevocably guarantees the Guarantor’s own debt, until final and indefeasible payment of the amounts referred to in clause (a) below has been made: (a) the due full and punctual payment by the Company when due (whether at stated maturity, upon acceleration or otherwise) of the principal of, and the Make-Whole Amount (if any) and interest on, the Notes at any time outstanding and the due and punctual payment obligations of all other amounts payable, and all other Indebtedness owing, by the Company to the Noteholders Holders arising under the Note Purchase Agreement 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 Notes (including, without limitation, any monetary obligations incurred during the pendency filing of any bankruptcy, petition in bankruptcy or the commencement of any insolvency, windingreorganization or like proceeding, relating to either Issuer, whether or not a claim for such post-up, receivership filing or other similar proceeding regardless of whether allowed or allowable in such proceeding including, without limitation, post-petition interest accrued is allowed) on the Notes during any such proceedingand 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 collection. All payments made by the Guarantor under this Guarantee shall be paid at the place and in the manner specified in the Indenture and the Notes. The obligations of the Guarantor under this Guarantee shall be unconditional and primary (as though the Guarantor were the maker of the 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 or the Indenture in each case when and as the same 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 become due and payablehave assumed the obligations of either Issuer, whether at maturityor by reason of any disability or other defense of either Issuer or any successor to either Issuer, pursuant or by any modification, alteration, or circumstance whatsoever (with or without notice to mandatory or optional prepaymentknowledge of the Guarantor) which may or might in any manner or to any extent vary the risk of the Guarantor hereunder, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof; it being the purpose and intent of the Guarantor that the guarantee set forth herein shall be a continuing guarantee of payment and not a guarantee of collection; and (b) the punctual and faithful performance, keeping, observance, and fulfillment by the Company of all duties, agreements, covenants and obligations of the Company contained in Guarantor hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment or performance or by release as herein provided, and then only to the Note Purchase Agreement and 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 Notes. All Trustee to any of the obligations set forth in clause Guaranteed Obligations is or must be rescinded or returned by the Trustee or Holders of Notes for any reason whatsoever (a) and clause (b) including the insolvency, bankruptcy or reorganization of either of the Issuers or the undersigned), such Guaranteed Obligations shall, for the purposes of this Section 2.1 are referred Guarantee, to herein the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence, notwithstanding such application by the Trustee, and this Guarantee shall continue to be effective or be reinstated, as the “case may be, as to such Guaranteed Obligations, all as though such application by the Trustee had not been made.”

Guaranteed Obligations. The Each Guarantor, in consideration of the execution and delivery of the Note Purchase Agreement and Agreement, the purchase of the Notes by the PurchasersPurchasers and other consideration, hereby irrevocably, unconditionally unconditionally, absolutely, jointly and absolutely severally guarantees, on a continuing basis, to each Noteholder holder of Notes (each such holder being referred to herein as a “Noteholder” and, collectively, as the “Noteholders”), as a primary obligor and for the Guarantor’s own debtnot merely as a surety, until final and indefeasible payment of the amounts referred to in clause (a) below has been mademade in cash: (a) the due and punctual payment of Obligations, including, without limitation, overdue interest, indemnification payments and all reasonable, out-of-pocket costs and expenses incurred by the Company Noteholders in connection with enforcing any obligations of the principal of, and the Make-Whole Amount (if any) and interest on, the Notes at any time outstanding and the due and punctual payment of all other amounts payable, and all other Indebtedness owing, by the Company to the Noteholders Authority under the Note Purchase Agreement and the Notes (including, without limitation, any monetary obligations incurred during the pendency of any bankruptcy, insolvency, winding-up, receivership or other similar proceeding regardless of whether allowed or allowable in such proceeding including, without limitation, interest accrued on the Notes during any such proceeding), in each case when and as the same shall become due and payable, whether at maturity, pursuant to mandatory or optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereofNotes; it being the intent of the each Guarantor that the guarantee guaranty set forth herein shall be a continuing guarantee guaranty of payment and not a guarantee guaranty of collection; and (b) the punctual prompt and faithful performancecomplete payment, keepingon demand, observanceof any and all reasonable, out-of-pocket costs and fulfillment expenses incurred by the Company of all duties, agreements, covenants and Noteholders in connection with enforcing the obligations of such Guarantor hereunder, including, without limitation, the Company contained in reasonable fees and disbursements of the Note Purchase Agreement and the NotesNoteholders’ counsel. All of the obligations set forth in clause clauses (a) and clause (b) of this Section 2.1 are referred to herein as the “Guaranteed Obligations” and the guaranty thereof contained herein is referred to herein as the “Unconditional Guarantee.”” The Unconditional Guarantee is an absolute, unconditional, continuing and irrevocable guaranty of payment and performance and shall remain in full force and effect until the full, final and indefeasible payment in cash of the Guaranteed Obligations.

Guaranteed Obligations. The Guarantor, in consideration of the execution and delivery of the Note Purchase Agreement and the purchase of the Notes by the Purchasers, Guarantor hereby irrevocably, unconditionally and absolutely guaranteesirrevocably guarantees to, on a continuing basis, to each Noteholder as and agrees with and for the Guarantor’s own debt, until final and indefeasible payment benefit of the amounts referred to in clause (a) below has been madeGuaranteed Parties that: (ai) The Fixed Rent, Additional Rent, Additional Costs, Residual Value Amount, Termination Value, indemnification payments and all other amounts payable by each Relevant Subsidiary under the Operative Documents will be promptly paid in full when due in accordance with the provisions thereof; (ii) Each Relevant Subsidiary will perform, comply with and punctual payment observe (or cause to be performed, complied with or observed) all obligations, covenants, terms, conditions, indemnities and undertakings required under the Operative Documents in accordance with the provisions thereof; (iii) All representations, warranties, certifications or statements made by the Company each Relevant Subsidiary, and their respective officers, pursuant to each of the Operative Documents are true and correct as of the date made (or, if made or delivered after the date hereof, will be true and correct when made or delivered); (iv) All amounts due in respect of the Guaranteed Instruments (including all principal or stated amount of, and the Make-Whole Amount (if any) and interest or yield on, as applicable, the Notes at Guaranteed Instruments, together with any time outstanding and the other sums which may become due and punctual payment of all other amounts payable, and all other Indebtedness owing, by the Company pursuant to any Operative Document with respect to the Noteholders under the Note Purchase Agreement and the Notes Guaranteed Instruments) will be promptly paid in full (including, without limitation, any monetary obligations incurred during the pendency of any bankruptcy, insolvency, winding-up, receivership or other similar proceeding regardless of whether allowed or allowable in such proceeding including, without limitation, interest accrued on the Notes during any such proceeding), in each case A) when and as the same shall become due and payabledue, whether at stated maturity, pursuant to mandatory or optional prepayment, by acceleration or otherwise, all in accordance with the terms provisions of such Guaranteed Instruments and provisions hereof and thereof; it being the intent of the Guarantor that Operative Documents and (B) upon the guarantee set forth herein shall be a continuing guarantee occurrence of payment and not a guarantee an Event of collectionDefault; and (bv) the punctual and faithful performance, keeping, observance, and fulfillment by the Company All amounts due in respect of all duties, agreements, covenants and obligations of the Company contained any Guaranteed Obligations or Guaranteed Instruments (each as defined in the Note Purchase Agreement Original Guaranty), to the extent such Guaranteed Obligations arose on or prior to the date hereof and remain unpaid or unsatisfied on or after the Notes. All of date hereof or such Guaranteed Instruments remaining outstanding and unpaid on or after the obligations set forth in clause (a) and clause (b) of this Section 2.1 are referred to herein as the “Guaranteed Obligationsdate hereof.”

Guaranteed Obligations. The Guarantor, in consideration of the execution and delivery of the Note Purchase Agreement and the purchase of the Notes by the Purchasers, Guarantor hereby irrevocablyabsolutely, unconditionally and absolutely guaranteesirrevocably guarantees to, on a continuing basisand becomes surety for, to each Noteholder as Landlord and its successors and assigns for the Guarantor’s own debtdue, until final punctual, and indefeasible payment of full payment, performance, and observance of, and covenants with Landlord to duly, punctually, and fully pay and perform, the amounts referred to in clause following (a) below has been made:collectively, the “Guaranteed Obligations”): (a) the due full and punctual payment by the Company of the principal of, and the Make-Whole Amount (if any) and interest on, the Notes at any time outstanding and the due and punctual timely payment of all other amounts payable, Rent (as defined in each Lease) and all other Indebtedness owing, by the Company amounts due or to the Noteholders under the Note Purchase Agreement and the Notes (including, without limitation, any monetary obligations incurred during the pendency of any bankruptcy, insolvency, winding-up, receivership or other similar proceeding regardless of whether allowed or allowable in such proceeding including, without limitation, interest accrued on the Notes during any such proceeding), in each case when and as the same shall become due and payableto Landlord from the applicable Tenant under each Lease or any other agreement or instrument executed in connection therewith, whether at maturitynow existing or hereafter arising, pursuant to mandatory contracted, or optional prepaymentincurred (collectively, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof; it being the intent of the Guarantor that the guarantee set forth herein shall be a continuing guarantee of payment and not a guarantee of collection“Monetary Obligations”); and (b) the punctual and faithful performance, keeping, observance, and fulfillment by the Company of all dutiescovenants, agreements, covenants terms, obligations and obligations conditions, undertakings, and duties contained in each Lease to be observed, performed by, or imposed upon by the applicable Tenant under such Lease, whether now existing or hereafter arising, contracted, or incurred (collectively, the “Performance Obligations”), as and when such payment, performance, or observance shall become due (whether by acceleration or otherwise) in accordance with the terms of the Company contained each Lease, which terms are incorporated herein by reference. The Guaranteed Obligations shall not be affected by either Tenant’s voluntary or involuntary bankruptcy, assignment for the benefit of creditors, reorganization, or similar proceeding affecting either Tenant. If for any reason any Monetary Obligation shall not be paid promptly when due, Guarantor shall, immediately upon demand, pay the same to Landlord when due under the terms of the applicable Lease. If for any reason either Tenant shall fail to perform or observe any Performance Obligation, Guarantor shall, immediately upon demand, perform and observe the same or cause the same to be performed or observed. If, by reason of any bankruptcy, insolvency or similar laws affecting the rights of creditors, Landlord shall be prohibited from exercising any of Landlord’s rights and remedies, including, but not limited to, enforcement of the terms of either Lease against the applicable Tenant, then as to Guarantor such prohibition shall be of no force and effect, and Landlord shall have the right to make demand upon, and receive payment and/or performance from, Guarantor of all Guaranteed obligations and Guarantor’s obligation in this respect shall be primary and not secondary. Guarantor acknowledges and agrees that the Monetary Obligations include, without limitation, Rent and other sums accruing and/or becoming due under the either Lease following the commencement by or against either Tenant of any action under the United States Bankruptcy Code or other similar statute. Guarantor shall pay all Monetary Obligations to Landlord at the address and in the Note Purchase Agreement and the Notes. All of the obligations manner set forth in clause (a) and clause (b) each Lease or at such other address as Landlord shall notify Guarantor of this Section 2.1 are referred to herein as the “Guaranteed Obligationsin writing.”

Guaranteed Obligations. The GuarantorGuarantor absolutely and unconditionally guarantees to Bank, in consideration and its successors and assigns, the performance of all covenants made by each Initial Retailer Subsidiary and by each other entity hereafter becoming a “Retailer” pursuant to Section 13.01 of the execution and delivery of Program Agreement (collectively, with the Note Purchase Agreement Initial Retailer Subsidiaries, the “Retailers”) and the purchase compliance by each Retailer with all obligations and liabilities undertaken under the Program Agreement, including, without limitation, all payment and indemnification obligations of each Retailer thereunder (collectively, the Notes “Guaranteed Obligations”), without setoff, counterclaim, recoupment or deduction of any amounts owing or alleged to be owing by Bank to any Retailer. Without limiting the Purchasersforegoing, hereby irrevocably, unconditionally and absolutely guarantees, on a continuing basis, to each Noteholder as and for the Guarantor’s own debt, until final and indefeasible Guarantor specifically guarantees payment of the amounts referred to any judgment entered against any Retailer and any damages that may be awarded in clause (a) below has been madeany action brought against any Retailer by Bank. This Agreement is a guaranty of payment and not merely of collection. Guarantor acknowledges and agrees that its obligations under this Agreement shall be absolute and unconditional, irrespective of, and unaffected by: (a) the due and punctual payment by the Company genuineness, validity, regularity, enforceability of the principal Program Agreement or any future amendment, restatement or renewal of, and the Make-Whole Amount (if any) and interest onor change in, the Notes at Program Agreement or any time outstanding and the due and punctual payment of all other amounts payableagreement, and all other Indebtedness owing, by the Company document or instrument to the Noteholders under the Note Purchase Agreement and the Notes (including, without limitation, which any monetary obligations incurred during the pendency of any bankruptcy, insolvency, winding-up, receivership Retailer is or other similar proceeding regardless of whether allowed or allowable in such proceeding including, without limitation, interest accrued on the Notes during any such proceeding), in each case when and as the same shall may become due and payable, whether at maturity, pursuant to mandatory or optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof; it being the intent of the Guarantor that the guarantee set forth herein shall be a continuing guarantee of payment and not a guarantee of collection; andparty; (b) the punctual and faithful performanceexistence, keepingvalue or condition of, observanceor failure to perfect any security interest in, and fulfillment any collateral, if any, for the Guaranteed Obligations or any action, or the absence of any action, by the Company Bank in respect thereof; or (c) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of all duties, agreements, covenants and obligations of the Company contained in the Note Purchase Agreement and the Notes. All of the obligations set forth in clause (a) and clause (b) of this Section 2.1 are referred to herein as the “Guaranteed Obligationsa surety or guarantor.”

Guaranteed Obligations. The Guarantor, in consideration of the execution and delivery of the Note Purchase Agreement and the purchase of the Notes by the Purchasers, Guarantors hereby irrevocablyabsolutely, unconditionally and absolutely guaranteesirrevocably, on a continuing basisjointly and severally, guarantee to each Noteholder as and become surety for Landlord and its successors and assigns for the Guarantor’s own debtdue, until final punctual and indefeasible payment of full payment, performance and observance of, and covenants with Landlord to duly, punctually and fully pay and perform, the amounts referred to in clause following (a) below has been made:collectively, the “Guaranteed Obligations”): (a) the due full and punctual payment by the Company of the principal of, and the Make-Whole Amount (if any) and interest on, the Notes at any time outstanding and the due and punctual timely payment of all other amounts payable, Rent and all other Indebtedness owing, by the Company amounts due or to the Noteholders become due to Landlord from Tenant under the Note Purchase Agreement and Lease or any other agreement or instrument executed in connection therewith, including without limitation the Notes (including, without limitation, any monetary obligations incurred during the pendency Seller/Lessee’s Certificate of any bankruptcy, insolvency, winding-up, receivership or other similar proceeding regardless even date therewith in favor of whether allowed or allowable in such proceeding including, without limitation, interest accrued on the Notes during any such proceeding), in each case when and as the same shall become due and payableLandlord, whether at maturitynow existing or hereafter arising, pursuant to mandatory contracted or optional prepaymentincurred (collectively, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof; it being the intent of the Guarantor that the guarantee set forth herein shall be a continuing guarantee of payment and not a guarantee of collection“Monetary Obligations”); and (b) the punctual and faithful performance, keeping, observance, and fulfillment by the Company of all dutiescovenants, agreements, covenants terms, obligations and obligations of the Company conditions, undertakings and duties contained in the Note Purchase Agreement Lease to be observed, performed by or imposed upon Tenant under the Lease, whether now existing or hereafter arising, contracted or incurred (collectively, the “Performance Obligations”), as and when such payment, performance or observance shall become due (whether by acceleration or otherwise) in accordance with the Notes. All terms of the obligations Lease, which terms are incorporated herein by reference. If for any reason any Monetary Obligation shall not be paid promptly when due, Guarantors shall, immediately upon demand, pay the same to Landlord. If for any reason Tenant shall fail to perform or observe any Performance Obligation, Guarantors shall, immediately upon demand, perform and observe the same or cause the same to be performed or observed. Each Guarantor acknowledges and agrees that the Monetary Obligations include, without limitation, Rent and other sums accruing and/or becoming due under the Lease following the commencement by or against Tenant of any action under the United States Bankruptcy Code or other similar statute. Guarantors shall pay all Monetary Obligations to Landlord at the address and in the manner set forth in clause (a) and clause (b) of this Section 2.1 are referred to herein the Lease or at such other address as the “Guaranteed ObligationsLandlord shall notify Guarantors in writing.”

Guaranteed Obligations. The GuarantorGuarantors, in consideration of the execution jointly and delivery of the Note Purchase Agreement and the purchase of the Notes by the Purchasersseverally, hereby irrevocablyunconditionally, unconditionally absolutely and absolutely guarantees, on a continuing basis, irrevocably guarantee to Landlord the timely payment and performance by Tenant of each Noteholder as and for the Guarantor’s own debt, until final and indefeasible payment every obligation of the amounts referred to in clause (a) below has been made: (a) the due and punctual payment by the Company of the principal of, and the Make-Whole Amount (if any) and interest on, the Notes at any time outstanding and the due and punctual payment of all other amounts payable, and all other Indebtedness owing, by the Company to the Noteholders Tenant under the Note Purchase Agreement and the Notes (Master Lease, including, without limitation, any monetary payment of all Base Rent, all other rent, and all other amounts now or hereafter due under the Master Lease, and all indemnification and other obligations incurred of Tenant under the Master Lease, whether arising during the pendency Initial Term or any renewals or extensions thereof, in strict accordance with the terms of the Master Lease (collectively, the “Contract Obligations”). In addition, Guarantors, jointly and severally, hereby unconditionally, absolutely and irrevocably agree to pay on demand any and all costs, expenses and fees of any bankruptcy, insolvency, winding-up, receivership or other similar proceeding regardless of whether allowed or allowable in such proceeding type whatsoever including, without limitation, interest accrued on attorneys’ fees incurred by Landlord in enforcing any rights under this Guaranty or under the Notes during any such proceedingMaster Lease (collectively, the “Expenses”), in each case when and as the same shall become due and payable, whether at maturity, pursuant to mandatory or optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof; it being the intent of the Guarantor that the guarantee set forth herein shall be a continuing guarantee of payment and not a guarantee of collection; and (b) 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 Note Purchase Agreement . The Contract Obligations and the Notes. All of the obligations set forth in clause (a) and clause (b) of this Section 2.1 Expenses are collectively referred to herein as the “Guaranteed Obligations”. Without limiting the generality of the foregoing, the Guarantors' liability shall extend to all amounts that constitute part of the Guaranteed Obligations and that are owed by Tenant to Landlord under the Master Lease, including those that may be unenforceable or not allowable due to any bankruptcy, reorganization or similar proceeding involving Tenant; provided, however, that the 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 notice of default from Landlord to Tenant.”

Guaranteed Obligations. The Guarantor, in consideration of the execution and delivery of the Note Purchase Agreement and the purchase of the Notes by the Purchasers, hereby irrevocably, unconditionally and absolutely guarantees, on a continuing basis, to each Noteholder as and for the Guarantor’s own debt, until final and indefeasible payment of the amounts referred to in clause (a) below has been made: (a) the due and punctual Guarantor hereby assumes liability as a primary obligor for, hereby unconditionally guarantees payment by the Company of the principal to Lender of, hereby agrees to pay, protect, defend and the Make-Whole Amount (if any) save Lender harmless from and interest on, the Notes at any time outstanding and the due and punctual payment of all other amounts payableagainst, and all other Indebtedness owinghereby indemnifies Lender from and against any loss, by the Company to the Noteholders under the Note Purchase Agreement and the Notes damage (including, without limitation, any monetary obligations incurred during those resulting from the pendency diminution in value of any bankruptcyProperty), insolvencycost, winding-up, receivership or other similar proceeding regardless of whether allowed or allowable in such proceeding expense (including, without limitation, interest accrued on the Notes during any such proceedingattorneys’ fees and costs), liability, claim, obligation, cause of action, suit, demand and judgment, of any nature or description whatsoever, which may at any time be imposed upon, incurred by or awarded against Lender as a result of or arising from the following: (i) fraud or material misrepresentation by or on behalf of any Borrower, Operating Lessee, Guarantor or the Other Guarantor or any of their respective agents or representatives in each case when connection with the Loan, including, without limitation, by reason of any claim under the Racketeer Influenced and as the same shall become due Corrupt Organizations Act (“RICO”) and payableincluding, whether at maturitywithout limitation, any misrepresentation by any Borrower pursuant to mandatory any of the Loan Documents or optional prepaymentotherwise to induce Lender to make the Loan, or any advance thereof, or to release monies from any account held by acceleration Lender (including any reserve or otherwiseescrow) or to take other action with respect to any of the collateral for the Loan; (ii) the gross negligence or willful misconduct by or on behalf of any Borrower, Operating Lessee, Guarantor or the Other Guarantor or any of their respective authorized agents or representatives in connection with the Loan; (iii) the breach of any representation, warranty, covenant or indemnification provision in the Environmental Indemnity or in any other Loan Pool 2 Document concerning environmental laws, hazardous substances and/or asbestos and any indemnification of Lender with respect thereto in any document; (iv) wrongful removal or destruction of any portion of any Property after the occurrence of an Event of Default; (v) any intentional, physical waste of any Property resulting from the action or inaction of any Borrower, Operating Lessee or any Manager which adversely affects the value of such Property; (vi) any Legal Requirement (including RICO) resulting in the forfeiture by any Borrower of its Property, or any portion thereof, because of the conduct or purported conduct of criminal activity by any Borrower, Operating Lessee, Guarantor or the Other Guarantor or any of their respective agents or representatives in connection therewith; (vii) the misappropriation or conversion by or on behalf of any Borrower or Operating Lessee of (A) any Insurance Proceeds paid by reason of any loss, damage or destruction to any Property, (B) any Awards or other amounts received in connection with the Condemnation of all or a portion of any Property, or (C) any Gross Revenues (including Rents, security deposits, advance deposits or any other deposits); (viii) failure to pay charges for labor or materials or other charges that create Liens on any portion of any Property, to the extent (A) such Liens are not bonded over or discharged in accordance with Section 3.6 of the applicable Security Instrument and (B) Gross Revenue is sufficient for the payment of the same; (ix) any security deposits, advance deposits or any other deposits collected with respect to the Properties which are not delivered to Lender in accordance with the provisions of the Loan Documents; (x) failure to pay Taxes to the extent Gross Revenue is sufficient for the payment of the same; (xi) failure to obtain and maintain the fully paid for Policies in accordance with Section 5.1.1 of the Loan Agreement; (xii) Borrowers’ indemnification of Lender set forth in Section 9.2 of the Loan Agreement; (xiii) any delay in Lender’s right, or inability of Lender, upon the occurrence of an Event of Default to foreclose upon any Property or other collateral for the Loan, obtain a receiver for any Property or otherwise exercise any of its remedies or rights under the Loan Documents, which delay or inability would not have occurred but for the interference by any Borrower, Operating Lessee or any of their Affiliates with Lender’s rights under the Loan Documents; (xiv) any Borrower or Operating Lessee fails to permit on-site inspections of any Property or fails to provide financial information as required by, and in accordance with the terms and provisions hereof of, the Loan Agreement and thereof; it being the intent Security Instruments; (xv) the failure of any Borrower to maintain its status as a single purpose entity prior to the Closing Date, as required by, and in accordance with the terms and provisions of, Sections 3.1.24 and 3.1.43 of the Guarantor that Loan Agreement; (xvi) the guarantee set forth herein shall be failure by any Borrower, SPE Party or Operating Lessee to maintain its status as a continuing guarantee single purpose entity, as required by, and in accordance with the terms and provisions of, clauses (c), (e), (g), (h), (i), (j), (v), (w) and (x) of payment and not a guarantee Section 3.1.24 of collectionthe Loan Agreement; andand/or (xvii) if any Borrower or Operating Lessee initiates any wire transfer or ACH authorization with respect to any Clearing Account, closes any Clearing Account or performs any other transaction with respect to any Clearing Account, or authorizes any Manager or any other Person to do so, or adds the right to do so under the Clearing Bank’s electronic information reporting system. (b) the punctual and faithful performance, keeping, observanceIn addition to, and fulfillment by without limiting the Company of all dutiesgenerality of, agreementsthe foregoing clause (a), covenants and obligations of notwithstanding anything to the Company contained in the Note Purchase Agreement and the Notes. All of the obligations contrary set forth in clause this Guaranty or in any of the other Loan Documents, Guarantor hereby acknowledges and agrees that the Obligations shall be fully recourse to Guarantor in the event that: (i) the first full monthly payment of interest under the Note is not paid when due; (ii) any Borrower, SPE Party or Operating Lessee fails to maintain its status as a single purpose entity as required by, and in accordance with the terms and provisions of, the Loan Agreement (except with respect to the terms and provisions of clauses (c), (e), (g), (h), (i), (j), (v), (w) and (x) of Section 3.1.24 of the Loan Agreement); (iii) any Borrower fails to obtain Lender’s prior consent to any subordinate financing or other voluntary Lien encumbering any Property; (iv) Borrowers fail to obtain Lender’s prior consent to any Transfer of any Property or any interest therein or any Transfer of any direct or indirect interest in any Borrower, SPE Party or Operating Lessee, in any such case as required by the Security Instruments or the Loan Agreement; (v) any Borrower, SPE Party, the sole member of SPE Party, Operating Lessee, Guarantor or the Other Guarantor files a voluntary petition under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law; (vi) an Affiliate, officer, director or representative which controls, directly or indirectly, any Borrower, SPE Party, the sole member of SPE Party, Operating Lessee, Guarantor or the Other Guarantor files, or joins in the filing of, an involuntary petition against any Borrower, SPE Party, the sole member of SPE Party, Operating Lessee, Guarantor or the Other Guarantor under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law, or solicits or causes to be solicited petitioning creditors for any involuntary petition against any Borrower, SPE Party, the sole member of SPE Party, Operating Lessee, Guarantor or the Other Guarantor from any Person; (vii) any Borrower, SPE Party, the sole member of SPE Party, Operating Lessee, Guarantor or the Other Guarantor files an answer consenting to, or otherwise acquiescing in, or joining in, any involuntary petition filed against it by any other Person under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law, or solicits or causes to be solicited petitioning creditors for any involuntary petition from any Person; (viii) any Affiliate, officer, director or representative which controls any Borrower or Operating Lessee consents to, or acquiesces in, or joins in, an application for the appointment of a custodian, receiver, trustee or examiner for any Borrower, Operating Lessee or any portion of any Property; (ix) any Borrower, SPE Party, the sole member of SPE Party, Operating Lessee, Guarantor or the Other Guarantor makes an assignment for the benefit of creditors or admits, in writing or in any legal proceeding, its insolvency or inability to pay its debts as they become due; or (x) Guarantor (or any Person comprising Guarantor), the Other Guarantor, any Borrower, Operating Lessee or any Affiliate of any of the foregoing, in connection with any enforcement action or exercise or assertion of any right or remedy by or on behalf of Lender under or in connection with this Guaranty, the Note, the Security Instruments or any other Loan Document, seeks a defense, judicial intervention or injunctive or other equitable relief of any kind, or asserts in a pleading filed in connection with a judicial proceeding any defense against Lender or any right in connection with any security for the Loan, which the court in any such action or proceeding determines is without merit (in the case of a defense) or is unwarranted (in the case of a request for judicial intervention or injunctive or other equitable relief). (c) In addition to, and without limiting the generality of, the foregoing clauses (a) and (b), and notwithstanding anything to the contrary set forth in this Guaranty or in any of the other Loan Documents, Guarantor hereby acknowledges and agrees that if the Franchise Agreement for any Property is terminated and the applicable Borrower or Operating Lessee has not entered into a replacement franchise agreement acceptable to Lender in its sole discretion with a comparable franchisor acceptable to Lender in its sole discretion prior to or concurrently with such termination then the Obligations shall be fully recourse to Guarantor in an amount not to exceed the Allocated Loan Amount applicable to such Property, provided that Pool 2 the Obligations shall cease to be fully recourse to Guarantor as a result of the operation of this clause (c) at such time as the applicable Borrower or Operating Lessee has entered into a replacement franchise agreement acceptable to Lender in its sole discretion with a comparable franchisor acceptable to Lender in its sole discretion so long as such event occurs prior to the date that is one (1) year after the termination of the aforesaid Franchise Agreement. (d) The obligations of Guarantor set forth in clauses (a), (b) and (c) of this Section 2.1 1.2, as and to the extent set forth in said clauses (a), (b) and (c) of this Section 1.2, are hereinafter collectively referred to herein as the “Guaranteed Obligations”.” (e) Notwithstanding anything to the contrary contained in this Guaranty or in any of the 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 Bankruptcy 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 Lender in accordance with the Loan Documents.

Guaranteed Obligations. The Guarantor(a) Each Guarantor hereby irrevocably and unconditionally, in consideration jointly and severally, guaranties to the Administrative Agent, for the benefit of the execution and delivery of the Note Purchase Agreement Lender Creditors and the purchase of the Notes by the PurchasersHedging Creditors, hereby irrevocably, unconditionally and absolutely guarantees, on a continuing basis, to each Noteholder as and for the Guarantor’s its own debtdebt as primary obligor and not merely as a surety, until the final and indefeasible payment in full of the amounts referred to in clause (a) below Guaranteed Obligations has been made: (a) made in accordance with the due and punctual payment by the Company terms of the principal of, Credit Agreement and the Make-Whole Amount (if any) and interest onapplicable Term Secured Hedging Agreements, the Notes at any time outstanding and the due and punctual payment of all other amounts payablethe Guaranteed Obligations, and all other Indebtedness owing, by the Company to the Noteholders under the Note Purchase Agreement and the Notes (including, without limitation, any monetary obligations incurred during the pendency of any bankruptcy, insolvency, winding-up, receivership or other similar proceeding regardless of whether allowed or allowable in such proceeding including, without limitation, interest accrued existing on the Notes during any such proceeding)date hereof or hereinafter incurred or created, in each case when and as the same shall become due and payable, whether at maturity, pursuant to a mandatory or optional prepaymentprepayment requirement, by acceleration acceleration, declaration, demand, or otherwise, all in accordance with the terms and provisions hereof and thereof; it being the intent of the each Guarantor that the guarantee guaranty set forth herein shall be a continuing guarantee guaranty of payment and not a guarantee guaranty of collection; and. (b) Anything contained in this Guaranty to the punctual and faithful performancecontrary notwithstanding, keeping, observance, and fulfillment by the Company of all duties, agreements, covenants and obligations of the Company contained in the Note Purchase Agreement each Guarantor under this Guaranty and the Notes. All other Credit Documents shall be limited to a maximum aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the obligations United States Code or any applicable provisions of comparable state law (collectively, the “Fraudulent Transfer Laws”), in each case after giving effect to all other liabilities of such Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Guarantor (x) in respect of intercompany indebtedness to Borrower or other affiliates of Borrower to the extent that such indebtedness would be discharged in an amount equal to the amount paid by such Guarantor hereunder and (y) under any guaranty of Subordinated Indebtedness which guaranty contains a limitation as to maximum amount similar to that set forth in clause (athis Section 2(b), pursuant to which the liability of such Guarantor hereunder is included in the liabilities taken into account in determining such maximum amount) and clause after giving effect as assets to the value (bas determined under the applicable provisions of the Fraudulent Transfer Laws) of this Section 2.1 are referred any rights to herein as subrogation, reimbursement, indemnification or contribution of such Guarantor pursuant to applicable law or pursuant to the “Guaranteed Obligationsterms of any agreement.”

Guaranteed Obligations. The Guarantor, in consideration of the execution and delivery of the Note Purchase Agreement and the purchase of the Notes by the Purchasers, hereby irrevocably, unconditionally and absolutely guarantees, on a continuing basis, to each Noteholder as and for the Guarantor’s own debt, until final and indefeasible payment of the amounts referred to in clause (a) below has been made: (a) the due and punctual Guarantor hereby assumes liability as a primary obligor for, hereby unconditionally guarantees payment by the Company of the principal to Lender of, hereby agrees to pay, protect, defend and the Make-Whole Amount (if any) save Lender harmless from and interest on, the Notes at any time outstanding and the due and punctual payment of all other amounts payableagainst, and all other Indebtedness owinghereby indemnifies Lender from and against any loss, by the Company to the Noteholders under the Note Purchase Agreement and the Notes damage (including, without limitation, any monetary obligations incurred during those resulting from the pendency diminution in value of any bankruptcyProperty), insolvencycost, winding-up, receivership or other similar proceeding regardless of whether allowed or allowable in such proceeding expense (including, without limitation, interest accrued on the Notes during any such proceedingattorneys’ fees and costs), liability, claim, obligation, cause of action, suit, demand and judgment, of any nature or description whatsoever, which may at any time be imposed upon, incurred by or awarded against Lender as a result of or arising from the following: (i) fraud or material misrepresentation by or on behalf of any Borrower, Operating Lessee, Guarantor or the Other Guarantor or any of their respective agents or representatives in each case when connection with the Loan, including, without limitation, by reason of any claim under the Racketeer Influenced and as the same shall become due Corrupt Organizations Act (“RICO”) and payableincluding, whether at maturitywithout limitation, any misrepresentation by any Borrower pursuant to mandatory any of the Loan Documents or optional prepaymentotherwise to induce Lender to make the Loan, or any advance thereof, or to release monies from any account held by acceleration Lender (including any reserve or otherwiseescrow) or to take other action with respect to any of the collateral for the Loan; (ii) the gross negligence or willful misconduct by or on behalf of any Borrower, Operating Lessee, Guarantor or the Other Guarantor or any of their respective authorized agents or representatives in connection with the Loan; (iii) the breach of any representation, warranty, covenant or indemnification provision in the Environmental Indemnity or in any other Loan Pool 1 Document concerning environmental laws, hazardous substances and/or asbestos and any indemnification of Lender with respect thereto in any document; (iv) wrongful removal or destruction of any portion of any Property after the occurrence of an Event of Default; (v) any intentional, physical waste of any Property resulting from the action or inaction of any Borrower, Operating Lessee or any Manager which adversely affects the value of such Property; (vi) any Legal Requirement (including RICO) resulting in the forfeiture by any Borrower of its Property, or any portion thereof, because of the conduct or purported conduct of criminal activity by any Borrower, Operating Lessee, Guarantor or the Other Guarantor or any of their respective agents or representatives in connection therewith; (vii) the misappropriation or conversion by or on behalf of any Borrower or Operating Lessee of (A) any Insurance Proceeds paid by reason of any loss, damage or destruction to any Property, (B) any Awards or other amounts received in connection with the Condemnation of all or a portion of any Property, or (C) any Gross Revenues (including Rents, security deposits, advance deposits or any other deposits); (viii) failure to pay charges for labor or materials or other charges that create Liens on any portion of any Property, to the extent (A) such Liens are not bonded over or discharged in accordance with Section 3.6 of the applicable Security Instrument and (B) Gross Revenue is sufficient for the payment of the same; (ix) any security deposits, advance deposits or any other deposits collected with respect to the Properties which are not delivered to Lender in accordance with the provisions of the Loan Documents; (x) failure to pay Taxes to the extent Gross Revenue is sufficient for the payment of the same; (xi) failure to obtain and maintain the fully paid for Policies in accordance with Section 5.1.1 of the Loan Agreement; (xii) Borrowers’ indemnification of Lender set forth in Section 9.2 of the Loan Agreement; (xiii) any delay in Lender’s right, or inability of Lender, upon the occurrence of an Event of Default to foreclose upon any Property or other collateral for the Loan, obtain a receiver for any Property or otherwise exercise any of its remedies or rights under the Loan Documents, which delay or inability would not have occurred but for the interference by any Borrower, Operating Lessee or any of their Affiliates with Lender’s rights under the Loan Documents; (xiv) any Borrower or Operating Lessee fails to permit on-site inspections of any Property or fails to provide financial information as required by, and in accordance with the terms and provisions hereof of, the Loan Agreement and thereof; it being the intent Security Instruments; (xv) the failure of any Borrower to maintain its status as a single purpose entity prior to the Closing Date, as required by, and in accordance with the terms and provisions of, Sections 3.1.24 and 3.1.43 of the Guarantor that Loan Agreement; (xvi) the guarantee set forth herein shall be failure by any Borrower, SPE Party or Operating Lessee to maintain its status as a continuing guarantee single purpose entity, as required by, and in accordance with the terms and provisions of, clauses (c), (e), (g), (h), (i), (j), (v), (w) and (x) of payment and not a guarantee Section 3.1.24 of collectionthe Loan Agreement; andand/or (xvii) if any Borrower or Operating Lessee initiates any wire transfer or ACH authorization with respect to any Clearing Account, closes any Clearing Account or performs any other transaction with respect to any Clearing Account, or authorizes any Manager or any other Person to do so, or adds the right to do so under the Clearing Bank’s electronic information reporting system. (b) the punctual and faithful performance, keeping, observanceIn addition to, and fulfillment by without limiting the Company of all dutiesgenerality of, agreementsthe foregoing clause (a), covenants and obligations of notwithstanding anything to the Company contained in the Note Purchase Agreement and the Notes. All of the obligations contrary set forth in clause this Guaranty or in any of the other Loan Documents, Guarantor hereby acknowledges and agrees that the Obligations shall be fully recourse to Guarantor in the event that: (i) the first full monthly payment of interest under the Note is not paid when due; (ii) any Borrower, SPE Party or Operating Lessee fails to maintain its status as a single purpose entity as required by, and in accordance with the terms and provisions of, the Loan Agreement (except with respect to the terms and provisions of clauses (c), (e), (g), (h), (i), (j), (v), (w) and (x) of Section 3.1.24 of the Loan Agreement); (iii) any Borrower fails to obtain Lender’s prior consent to any subordinate financing or other voluntary Lien encumbering any Property; (iv) Borrowers fail to obtain Lender’s prior consent to any Transfer of any Property or any interest therein or any Transfer of any direct or indirect interest in any Borrower, SPE Party or Operating Lessee, in any such case as required by the Security Instruments or the Loan Agreement; (v) any Borrower, SPE Party, the sole member of SPE Party, Operating Lessee, Guarantor or the Other Guarantor files a voluntary petition under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law; Pool 1 (vi) an Affiliate, officer, director or representative which controls, directly or indirectly, any Borrower, SPE Party, the sole member of SPE Party, Operating Lessee, Guarantor or the Other Guarantor files, or joins in the filing of, an involuntary petition against any Borrower, SPE Party, the sole member of SPE Party, Operating Lessee, Guarantor or the Other Guarantor under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law, or solicits or causes to be solicited petitioning creditors for any involuntary petition against any Borrower, SPE Party, the sole member of SPE Party, Operating Lessee, Guarantor or the Other Guarantor from any Person; (vii) any Borrower, SPE Party, the sole member of SPE Party, Operating Lessee, Guarantor or the Other Guarantor files an answer consenting to, or otherwise acquiescing in, or joining in, any involuntary petition filed against it by any other Person under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law, or solicits or causes to be solicited petitioning creditors for any involuntary petition from any Person; (viii) any Affiliate, officer, director or representative which controls any Borrower or Operating Lessee consents to, or acquiesces in, or joins in, an application for the appointment of a custodian, receiver, trustee or examiner for any Borrower, Operating Lessee or any portion of any Property; (ix) any Borrower, SPE Party, the sole member of SPE Party, Operating Lessee, Guarantor or the Other Guarantor makes an assignment for the benefit of creditors or admits, in writing or in any legal proceeding, its insolvency or inability to pay its debts as they become due; or (x) Guarantor (or any Person comprising Guarantor), the Other Guarantor, any Borrower, Operating Lessee or any Affiliate of any of the foregoing, in connection with any enforcement action or exercise or assertion of any right or remedy by or on behalf of Lender under or in connection with this Guaranty, the Note, the Security Instruments or any other Loan Document, seeks a defense, judicial intervention or injunctive or other equitable relief of any kind, or asserts in a pleading filed in connection with a judicial proceeding any defense against Lender or any right in connection with any security for the Loan, which the court in any such action or proceeding determines is without merit (in the case of a defense) or is unwarranted (in the case of a request for judicial intervention or injunctive or other equitable relief). (c) In addition to, and without limiting the generality of, the foregoing clauses (a) and (b), and notwithstanding anything to the contrary set forth in this Guaranty or in any of the other Loan Documents, Guarantor hereby acknowledges and agrees that if the Franchise Agreement for any Property is terminated and the applicable Borrower or Operating Lessee has not entered into a replacement franchise agreement acceptable to Lender in its sole discretion with a comparable franchisor acceptable to Lender in its sole discretion prior to or concurrently with such termination then the Obligations shall be fully recourse to Guarantor in an amount not to exceed the Allocated Loan Amount applicable to such Property, provided that Pool 1 the Obligations shall cease to be fully recourse to Guarantor as a result of the operation of this clause (c) at such time as the applicable Borrower or Operating Lessee has entered into a replacement franchise agreement acceptable to Lender in its sole discretion with a comparable franchisor acceptable to Lender in its sole discretion so long as such event occurs prior to the date that is one (1) year after the termination of the aforesaid Franchise Agreement. (d) The obligations of Guarantor set forth in clauses (a), (b) and (c) of this Section 2.1 1.2, as and to the extent set forth in said clauses (a), (b) and (c) of this Section 1.2, are hereinafter collectively referred to herein as the “Guaranteed Obligations”.” (e) Notwithstanding anything to the contrary contained in this Guaranty or in any of the 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 Bankruptcy 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 Lender in accordance with the Loan Documents.

Guaranteed Obligations. The GuarantorIt is understood and agreed, in consideration of the execution and delivery of the Note Purchase Agreement and the purchase of the Notes by the Purchasers, hereby irrevocably, unconditionally and absolutely guarantees, on a continuing basis, to each Noteholder as and for the Guarantor’s own debtavoidance of doubt, until final and indefeasible payment of the amounts referred to in clause that (a) below has been made: annuities, guaranteed investment contracts, funding agreements, Federal Home Loan Bank Advances and similar instruments and agreements, (ab) 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 due and punctual payment 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 Company issuers of the principal ofobligations described in (A), (B) and (C) above, and (E) any guarantee of a parent of the Make-Whole Amount obligations of a Subsidiary in connection with any such funding or financing of statutory reserves, including guarantees of the obligations described in (if anyA) and interest on(B) above, provided that any such guarantee is either approved or not disapproved, as the Notes at any time outstanding and the due and punctual payment of all other amounts payable, and all other Indebtedness owingcase may be, by the Company 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 refinancing thereof from time to time, and any subsequent reserve financing transaction approved pursuant to the Noteholders under Credit Agreement; (3) any Short-Term Indebtedness incurred for the Note Purchase Agreement and the Notes pre-funding of anticipated policy obligations or anticipated investment cash flow; (including, without limitation, any monetary 4) obligations incurred during the pendency of any bankruptcy, insolvency, winding-up, receivership or other similar proceeding regardless of whether allowed or allowable that are not otherwise included in such proceeding including, without limitation, interest accrued on the Notes during any such proceeding), in each case when and as the same shall become due and payable, whether at maturity, pursuant to mandatory or optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof; it being the intent items (i) through (viii) of the Guarantor that the guarantee set forth herein shall definition of Indebtedness, but which would be classified as a continuing guarantee liability on such Person’s financial statements only by reason of payment and not FASB ASC 810 or a guarantee subsequent accounting pronouncement having a substantially similar impact so long as such obligations remain nonrecourse; (5) any indebtedness of collection; and (b) the punctual and faithful performance, keeping, observance, and fulfillment a separate account maintained by a Subsidiary for which there is no recourse to the Company or the Guarantor; or (6) any indebtedness consisting of all duties, agreements, covenants and obligations of the Company contained owed to a bank in the Note Purchase Agreement and the Notes. All of the obligations set forth in clause (a) and clause (b) of this Section 2.1 are referred to herein as the “Guaranteed Obligationsconnection with cash management services.”

Guaranteed Obligations. The Guarantor, in consideration of the execution and delivery of the Note Purchase Agreement and the purchase of the Notes by the Purchasers, Guarantor hereby irrevocably, absolutely unconditionally and absolutely guarantees, on a continuing basis, irrevocably guarantees to each Noteholder as and becomes surety for Landlord and its successors and assigns for the Guarantor’s own debtdue, until final punctual and indefeasible payment of full payment, performance and observance of, and covenants with Landlord to duly, punctually and fully pay and perform, the amounts referred to in clause following (a) below has been made:collectively, the "Guaranteed Obligations"): (a) the due full and punctual payment by the Company of the principal of, and the Make-Whole Amount (if any) and interest on, the Notes at any time outstanding and the due and punctual timely payment of all other amounts payable, Rent and all other Indebtedness owing, by the Company amounts due or to the Noteholders become due to Landlord from Tenant under the Note Purchase Agreement and Lease or any other agreement or instrument executed in connection therewith, including without limitation the Notes (including, without limitation, any monetary obligations incurred during the pendency Seller/Lessee's Certificate of any bankruptcy, insolvency, winding-up, receivership or other similar proceeding regardless even date therewith in favor of whether allowed or allowable in such proceeding including, without limitation, interest accrued on the Notes during any such proceeding), in each case when and as the same shall become due and payableLandlord, whether at maturitynow existing or hereafter arising, pursuant to mandatory contracted or optional prepaymentincurred (collectively, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof; it being the intent of the Guarantor that the guarantee set forth herein shall be a continuing guarantee of payment and not a guarantee of collection"Monetary Obligations"); and (b) the punctual and faithful performance, keeping, observance, and fulfillment by the Company of all dutiescovenants, agreements, covenants terms, obligations and obligations of the Company conditions, undertakings and duties contained in the Note Purchase Agreement Lease to be observed, performed by or imposed upon Tenant under the Lease, whether now existing or hereafter arising, contracted or incurred (collectively, the "Performance Obligations"), as and when such payment, performance or observance shall become due (whether by acceleration or otherwise) in accordance with the Notes. All terms of the Lease, which terms are incorporated herein by reference. The Guaranteed Obligations shall not be affected by the Tenant's voluntary or involuntary bankruptcy, assignment for the benefit of creditors reorganization or similar proceeding affecting the Tenant. If for any reason any Monetary Obligation shall not be paid promptly when due, Guarantor shall, immediately upon demand, pay the same to Landlord when due under the terms of the Lease. If for any reason Tenant shall fail to perform or observe any Performance Obligation, Guarantor shall, immediately upon demand, perform and observe the same or cause the same to be performed or observed. If, by reason of any bankruptcy, insolvency or similar laws affecting the rights of creditors, Landlord shall be prohibited from exercising any of Landlord's rights and remedies, including, but not limited to, enforcement of the terrns of the Lease against the Tenant, then as to Guarantor such prohibition shall be of no force and effect, and Landlord shall have the right to make demand upon, and receive payment and/or performance from Guarantor of all Guaranteed obligations and Guarantor's obligation in this respect shall be primary and not secondary. Guarantor shall pay all Monetary Obligations to Landlord at the address and in the manner set forth in clause (a) and clause (b) of this Section 2.1 are referred to herein the Lease or at such other address as the “Guaranteed ObligationsLandlord shall notify Guarantor in writing.”

Guaranteed Obligations. The Guarantor, in consideration of the execution (a) Affiliated Guarantor hereby irrevocably and delivery of the Note Purchase Agreement and the purchase of the Notes by the Purchasers, hereby irrevocably, unconditionally and absolutely guarantees, on a continuing basis, guarantees to each Noteholder as and for the Guarantor’s own debtLender, until final and indefeasible payment of the amounts referred to in clause (a) below thereof has been made: (a) the due and punctual , payment by the Company of the principal of, and the Make-Whole Amount Guaranteed Obligations (if anyas hereinafter defined in 2(b) and interest on, the Notes at any time outstanding and the due and punctual payment of all other amounts payable, and all other Indebtedness owing, by the Company to the Noteholders under the Note Purchase Agreement and the Notes (including, without limitation, any monetary obligations incurred during the pendency of any bankruptcy, insolvency, winding-up, receivership or other similar proceeding regardless of whether allowed or allowable in such proceeding including, without limitation, interest accrued on the Notes during any such proceedingbelow), in each case when and as the same shall become due and payable, whether at maturity, pursuant to mandatory or optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof; it being the intent of the Affiliated Guarantor that the guarantee guaranty set forth herein shall be a continuing guarantee guaranty of payment and not a guarantee guaranty of collection; and. (b) As used in this Agreement, “Guaranteed Obligations” means any and all obligations, indebtedness, or liabilities of any kind or character owed by Borrower to Lender under the punctual and faithful performanceNote, keeping, observancethe Deed of Trust, and fulfillment the Loan Documents, including, without limitation, the unpaid principal sum evidenced by the Company Note, all accrued and unpaid interest, late charges, default interest, prepayment fees and any and all other sums evidenced by this Note or secured by the Deed of Trust and/or any other Loan Documents as well as any future advances under the Deed of Trust that may be made to or on behalf of Borrower by Xxxxxx following the Execution Date and including interest accruing following the filing of a bankruptcy petition by or against the Borrower, at the rate specified in the Note, whether or not such interest is allowed as a claim in bankruptcy plus all dutiescosts, agreementsincluding, covenants without limitation, all attorney’s fees and obligations expenses incurred by Xxxxxx in connection with collection of the Company contained in the Note Purchase Guaranteed Obligations. (c) This Agreement and the Notes. All obligation of Affiliated Guarantor to pay the obligations set forth in clause (a) and clause (b) of this Section 2.1 Guaranteed Obligations are referred to herein as secured by the “Guaranteed ObligationsAffiliated Subordinate Mortgage.”

Guaranteed Obligations. The Guarantor, in consideration of To induce the execution and delivery of the Note Purchase Agreement Administrative Agent and the purchase of Lenders to make loans and grant other financial accommodations to the Notes by Borrowers under the PurchasersCredit Agreement, each Guarantor hereby jointly and severally (subject to Section 20, if applicable) unconditionally, and irrevocably, unconditionally guaranties to the Administrative Agent, each Lender and absolutely guaranteesany provider of a Lender Provided Hedge or Other Lender‑Provided Financial Service Products; and becomes surety, on as though it was a continuing basisprimary obligor for, to each Noteholder as and for the Guarantor’s own debt, until final and indefeasible payment of the amounts referred to in clause (a) below has been made: (a) the due full and punctual payment and performance when due (whether on demand, at stated maturity, by acceleration, or otherwise and including any amounts which would become due but for the Company operation of an automatic stay under the federal bankruptcy code of the principal of, and the Make-Whole Amount (if anyUnited States or any similar Laws of any country or jurisdiction) and interest on, the Notes at any time outstanding and the due and punctual payment of all other amounts payableObligations, and all other Indebtedness owingextensions, by 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 Company to the Noteholders under the Note Purchase Agreement and the Notes (including, without limitation, any monetary obligations incurred during the pendency commencement of any bankruptcy, insolvency, winding-upreorganization, receivership or other similar proceeding regardless with respect to any Borrower or any Guarantor or which would have arisen or accrued but for the commencement of whether allowed such proceeding, even if the claim for such Obligation is not enforceable or allowable in such proceeding includingproceeding, without limitationand including all Obligations arising from any extensions of credit under or in connection with the Loan Documents from time to time, interest accrued on the Notes during regardless whether any such proceeding)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, in each case when and collectively, as the same "Guaranteed Obligations" and each, as a "Guaranteed Obligation"). Notwithstanding anything to the contrary contained herein, Guaranteed Obligations shall become due specifically exclude any and payableall Excluded Hedge Liabilities. Without limitation of the foregoing, whether at maturityany 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, pursuant or any other Guaranteed Obligations, to mandatory or optional prepaymentany other Person, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof; it being the intent of the Guarantor that the guarantee set forth herein shall be a continuing guarantee of payment and not a guarantee of collection; and (b) the punctual and faithful performance, keeping, observance, and fulfillment by the Company of all duties, agreements, covenants and obligations Credit Agreement. In furtherance of the Company contained in the Note Purchase Agreement foregoing, each Guarantor jointly and the Notes. All of the obligations set forth in clause severally (asubject to Section 20, if applicable) and clause (b) of this Section 2.1 are referred to herein agrees as the “Guaranteed Obligationsfollows.”

Guaranteed Obligations. The GuarantorGuarantor hereby irrevocably and unconditionally guarantees to Foothill, in consideration of the execution and delivery of the Note Purchase Agreement and the purchase of the Notes by the Purchasers, hereby irrevocably, unconditionally and absolutely guarantees, on a continuing basis, to each Noteholder as and for the Guarantor’s its own debt, until final and indefeasible payment of the amounts referred to in clause thereof has been made, (a) below has been made: (a) the due and punctual payment by the Company of the principal of, and the Make-Whole Amount (if any) and interest on, the Notes at any time outstanding and the due and punctual payment of all other amounts payable, and all other Indebtedness owing, by the Company to the Noteholders under the Note Purchase Agreement and the Notes (including, without limitation, any monetary obligations incurred during the pendency of any bankruptcy, insolvency, winding-up, receivership or other similar proceeding regardless of whether allowed or allowable in such proceeding including, without limitation, interest accrued on the Notes during any such proceeding)Guaranteed Obligations, in each case when and as the same shall become due and payable, whether at maturity, pursuant to a mandatory or optional prepaymentprepayment requirement, by acceleration acceleration, or otherwise, all in accordance with the terms and provisions hereof and thereof; it being the intent of the Guarantor that the guarantee guaranty set forth herein shall be a continuing guarantee guaranty of payment and not a guarantee guaranty of collection; and and (b) the punctual and faithful performance, keeping, observance, and fulfillment by the Company Borrower of all duties, of the agreements, covenants conditions, covenants, and obligations of the Company Borrower contained in the Note Purchase Agreement and Loan Documents. Notwithstanding anything to the Notescontrary contained herein, the liability of Guarantor under this Guaranty shall not exceed One Million Dollars ($1,000,000) (exclusive of liability under any other guaranties executed by Guarantor) (the "Guaranty Ceiling"). All Notwithstanding the Guaranty Ceiling, Foothill may permit the indebtedness of Borrower to Foothill to exceed the obligations set forth in clause (a) and clause (b) Guaranty Ceiling. Any payments by Guarantor of this Section 2.1 are referred any indebtedness of Borrower to herein as Foothill shall not reduce Guarantor's maximum liability hereunder, unless written notice to that effect is received by Lender at or prior to the “time of payment. Any payments by Borrower on the Guaranteed ObligationsObligations shall not reduce Guarantor's maximum liability hereunder.”

Guaranteed Obligations. The Guarantor, in consideration of Subject to the execution and delivery of the Note Purchase Agreement and the purchase of the Notes by the Purchasers, hereby irrevocably, unconditionally and absolutely guarantees, on a continuing basis, to each Noteholder as and for the Guarantor’s own debt, until final and indefeasible payment of the amounts referred to in clause (a) below has been made: (a) the due and punctual payment by the Company of the principal of, and the Make-Whole Amount (if any) and interest onlimitations set forth below, the Notes at any time outstanding Guarantor absolutely and unconditionally guarantees the punctual and complete payment when due and punctual payment of all other amounts payable, and all other Indebtedness owing, by the Company to the Noteholders under the Note Purchase Agreement and the Notes (including, without limitation, any monetary obligations incurred during the pendency of any bankruptcy, insolvency, winding-up, receivership or other similar proceeding regardless of whether allowed or allowable in such proceeding including, without limitation, interest accrued on the Notes during any such proceeding), in each case when and as the same shall become due and payable, whether at the stated maturity, pursuant to mandatory or optional prepayment, by acceleration or otherwise) of the following (the "GUARANTEED OBLIGATIONS"): (1) all present and future indebtedness evidenced by the Promissory Note dated as of even date herewith in the principal amount of $352,600,000.00, executed by the Borrower in favor of Lender, including principal, interest and all in accordance with other amounts payable under the terms and provisions hereof and thereof; it being the intent of the Guarantor that Note, upon Borrower's default in the guarantee set forth herein shall be a continuing guarantee performance of payment and not a guarantee of collectionthe same; and (b2) the punctual all other present and faithful performance, keeping, observance, and fulfillment by the Company of all duties, agreements, covenants and future obligations of the Company contained Borrower to Lender under the Loan Documents, upon Borrower's default in the performance of the same; in each case as such indebtedness and other obligations may from time to time be supplemented, modified, amended, renewed and extended, whether evidenced by new or additional instruments, documents or agreements or resulting in a change in the interest rate on any indebtedness or otherwise. Upon the occurrence of any Event of Default, all Guaranteed Obligations shall, at the option of Lender, 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 Borrower Party (each of the Borrower and any other party obligated under the Agreement or Note Purchase Agreement other than the Guarantor and the NotesLender being referred to in this Guaranty as an "OTHER BORROWER PARTY"). All The foregoing notwithstanding, Guarantor's total aggregate liability under this Guaranty for the Guaranteed Obligations shall not exceed the sum of the following amounts (without duplication or overlap): (1) an amount equal to Guarantor's net worth as of the Closing Date (such net worth to be calculated without regard to Guarantor's obligations set forth in clause under this Guaranty); plus (a2) and clause an amount equal to (bA) the fair market value of this Section 2.1 are referred to herein the Gateway Tower Property as of the “Guaranteed ObligationsApplicable Determination Date, minus (B) the fair market value of the Gateway Tower Property as of the Closing Date, but only if the difference is a positive number.”

Guaranteed Obligations. The Guarantor, in consideration Guarantor absolutely and unconditionally guarantees the punctual and complete performance when due of all present and future obligations of the execution and delivery of Borrower under the Note Purchase Agreement and the purchase of the Notes by the Purchasers, hereby irrevocably, unconditionally and absolutely guarantees, on a continuing basis, to each Noteholder as and for the Guarantor’s own debt, until final and indefeasible payment of the amounts referred to in clause (a) below has been made: (a) construct and complete the due and punctual payment by Improvements in accordance with the Company requirements of the principal ofAgreement 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 Make-Whole Amount (if any) and interest on, Project or otherwise affecting any of the Notes at any time outstanding and the due and punctual payment of all other amounts payable, and all other Indebtedness owing, by the Company to the Noteholders under the Note Purchase Agreement and the Notes (including, without limitation, any monetary obligations incurred during the pendency of any bankruptcy, insolvency, winding-up, receivership or other similar proceeding regardless of whether allowed or allowable in such proceeding including, without limitation, interest accrued on the Notes during any such proceeding)Collateral, in each case when as such obligations may from time to time be supplemented, modified, amended, renewed and as the same shall become due and payableextended, whether at maturity, pursuant to mandatory evidenced by new or optional prepayment, by acceleration additional Documents or otherwise, all in accordance with the terms and provisions hereof and thereof; it being the intent of the Guarantor that the guarantee set forth herein shall be a continuing guarantee of payment and not a guarantee of collection; and otherwise (b) 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 Note Purchase Agreement and the Notes. All of the obligations set forth in clause (a) and clause (b) of this Section 2.1 are referred to herein as 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 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 Guarantor shall pay to the Bank, on demand, all costs and expenses of the Bank in taking any such action (whether or not the Bank 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 Guarantor shall, upon demand by the Bank, cause all Guaranteed Obligations to be promptly performed at the sole cost and expense of the Guarantor, the Bank reserving the right to proceed under clause (i) above if the Guarantor shall at any time after any such demand default in such obligations. Subject to compliance by the Guarantor with all of its obligations under this Guarantee and the payment of all costs and expenses of construction not otherwise provided for below, and further subject to satisfaction of all terms and conditions to Disbursements set forth in the Agreement and other Loan Documents and such additional terms, conditions and procedures as the 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.”

Guaranteed Obligations. The Guarantor, in consideration of the execution and delivery of the Note Purchase Agreement and the purchase of the Notes by the Purchasers, hereby irrevocably, unconditionally and absolutely guarantees, on a continuing basis, to each Noteholder as and for the Guarantor’s 's own debt, until final and indefeasible payment of the amounts referred to in clause (a) below has been made: (a) the due and punctual payment by the Company of the principal of, and the Make-Whole Amount (if any) and interest on, the Notes at any time outstanding and the due and punctual payment of all other amounts payable, and all other Indebtedness owing, by the Company to the Noteholders under the Note Purchase Agreement and the Notes (including, without limitation, any monetary obligations incurred during the pendency of any bankruptcy, insolvency, winding-up, receivership or other similar proceeding regardless of whether allowed or allowable in such proceeding including, without limitation, interest accrued on the Notes during any such proceeding), in each case when and as the same shall become due and payable, whether at maturity, pursuant to mandatory or optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof; it being the intent of the Guarantor that the guarantee set forth herein shall be a continuing guarantee of payment and not a guarantee of collection; and (b) 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 Note Purchase Agreement and the Notes. All of the obligations set forth in clause (a) and clause (b) of this Section 2.1 are referred to herein as the “Guaranteed Obligations"GUARANTEED OBLIGATIONS.”"

Guaranteed Obligations. The Guarantor, in consideration of the execution (a) Affiliated Guarantor hereby irrevocably and delivery of the Note Purchase Agreement and the purchase of the Notes by the Purchasers, hereby irrevocably, unconditionally and absolutely guarantees, on a continuing basis, guarantees to each Noteholder as and for the Guarantor’s own debtLender, until final and indefeasible payment of the amounts referred to in clause (a) below thereof has been made: (a) the due and punctual , payment by the Company of the principal of, and the Make-Whole Amount Guaranteed Obligations (if anyas hereinafter defined in 2(b) and interest on, the Notes at any time outstanding and the due and punctual payment of all other amounts payable, and all other Indebtedness owing, by the Company to the Noteholders under the Note Purchase Agreement and the Notes (including, without limitation, any monetary obligations incurred during the pendency of any bankruptcy, insolvency, winding-up, receivership or other similar proceeding regardless of whether allowed or allowable in such proceeding including, without limitation, interest accrued on the Notes during any such proceedingbelow), in each case when and as the same shall become due and payable, whether at maturity, pursuant to mandatory or optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof; it being the intent of the Affiliated Guarantor that the guarantee guaranty set forth herein shall be a continuing guarantee guaranty of payment and not a guarantee guaranty of collection; and. (b) As used in this Agreement, “Guaranteed Obligations” means any and all obligations, indebtedness, or liabilities of any kind or character owed by Borrower to Lender under the punctual and faithful performanceNote, keeping, observancethe Mortgage, and fulfillment the Loan Documents, including, without limitation, the unpaid principal sum evidenced by the Company Note, all accrued and unpaid interest, late charges, default interest, prepayment fees and any and all other sums evidenced by this Note or secured by the Mortgage and/or any other Loan Documents as well as any future advances under the Mortgage that may be made to or on behalf of Borrower by Xxxxxx following the Execution Date and including interest accruing following the filing of a bankruptcy petition by or against the Borrower, at the rate specified in the Note, whether or not such interest is allowed as a claim in bankruptcy plus all dutiescosts, agreementsincluding, covenants without limitation, all attorney’s fees and obligations expenses incurred by Xxxxxx in connection with collection of the Company contained in the Note Purchase Guaranteed Obligations. (c) This Agreement and the Notes. All obligation of Affiliated Guarantor to pay the obligations set forth in clause (a) and clause (b) Guaranteed Obligations are secured by the Affiliated Subordinate Deed of this Section 2.1 are referred to herein as the “Guaranteed ObligationsTrust.”

Guaranteed Obligations. The GuarantorExcept as limited by the third to last sentence of this Section 3.1, the Guarantor does hereby irrevocably and unconditionally guarantee, as primary obligor and not merely as surety, in consideration of solido with the execution and delivery of the Note Purchase Agreement and the purchase of the Notes by the Purchasers, hereby irrevocably, unconditionally and absolutely guarantees, on a continuing basisLessee, to each Noteholder as and for the Guarantor’s own debt, Beneficiary (a) until final and indefeasible payment of the amounts referred to in clause (a) below thereof has been made: (a) , the due and punctual payment to the Person entitled to receive such payment from the Lessee, when due, whether by the Company acceleration or otherwise, of the principal of, and the Make-Whole Amount (if any) and interest on, the Notes all amounts payable at any time outstanding by the Lessee under the agreements set forth on Schedule 3.1 hereto and any other Operative Document to which it is or is to become a party (the due and punctual payment of all other amounts payable“Guaranteed Agreements”), however created, arising or evidenced, whether direct or indirect, primary or secondary, absolute or contingent, joint or several, and all other Indebtedness owingwhether now or hereafter existing or due or to become due, and (b) the full and prompt performance by the Company Lessee of each and every duty, agreement, covenant, undertaking, indemnity and obligation of the Lessee under and in accordance with the terms 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 the Noteholders under the Note Purchase Agreement become due, taking into account applicable notice and the Notes grace periods. The Guarantor hereby agrees that if for any reason (including, without limitation, any monetary obligations incurred during the pendency of any bankruptcy, insolvencyliquidation, winding-up, receivership dissolution, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, composition or readjustment of, or other similar proceeding regardless of whether allowed proceedings affecting the status, existence, assets or allowable in such proceeding includingobligations of, without limitation, interest accrued on the Notes during Lessee) the Lessee shall fail fully and promptly to pay any such proceeding), in each case amount payable at any time under any Guaranteed Agreement as and when and as the same shall become due and payable, whether at maturityor if the Lessee shall fail to perform and discharge any duty, pursuant to mandatory agreement, covenant, undertaking or optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof; it being the intent 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 the guarantee set forth herein no such demand shall be a continuing guarantee of payment and not a guarantee of collection; and (b) the punctual and faithful performance, keeping, observancerequired, and fulfillment such amount shall automatically become due, if demand is prohibited by applicable Governmental Rules), and (ii) in the Company event of all 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 duties, agreements, covenants covenants, undertakings and obligations of, the Lessee hereby guaranteed (including, but not limited to, any amounts payable by the Lessee on account of any of the Company contained in the Note Purchase Agreement Lessee’s representations and the Notes. All of the obligations set forth in clause (awarranties not being true and accurate when made) and clause (b) of this Section 2.1 are hereinafter referred to herein 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 extent provided in the Operative Documents following the occurrence of a Lease Event of Default, including, without limitation, 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 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 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 Owner Participant, the 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 obligations of the Guarantor under this Guaranty.”

Guaranteed Obligations. The Guarantor, in consideration of the execution and delivery of the Note Purchase Agreement and the purchase of the Notes by the Purchasers, hereby irrevocably, unconditionally and absolutely guarantees, on a continuing basis, to each Noteholder as and for the Guarantor’s own debt, until final and indefeasible payment of the amounts referred to in clause (a) below has been made: (a) Guarantor hereby unconditionally, absolutely and irrevocably guarantees to Beneficiary, as primary obligor and not merely as surety, the full, prompt and complete payment, as when due and punctual payment by the Company payable, of the principal of, and the Make-Whole Amount (if any) and interest on, the Notes at any time outstanding all monetary obligations and the due and punctual payment performance, as and when due, of all covenants, agreements, obligations and liabilities of Obligor due to Beneficiary, whether owed jointly or severally (with Guarantor or with any other amounts payable, Person) and all whether owed as principal or surety or in any other Indebtedness owing, by the Company to the Noteholders under the Note Purchase Agreement and the Notes (including, without limitation, any monetary obligations incurred during the pendency of any bankruptcy, insolvency, winding-up, receivership or other similar proceeding regardless of whether allowed or allowable in such proceeding including, without limitation, interest accrued on the Notes during any such proceeding)capacity, in each case when arising under and in accordance with or in respect of the Master Lease Agreement which are novated, assigned or transferred to such Obligor or as it applies to and with respect to any Site for which such Obligor is designated as lessee, or an SLA is novated, assigned or transferred to such Obligor, and any SLA to which such Obligor is a party or otherwise relating to such Site and each Joinder Agreement under which Obligor agrees to be bound by the same shall become due applicable terms and payableconditions of the Master Lease Agreement (collectively, the “Relevant Documents”), as if Guarantor were party thereto, now or hereafter existing or arising, whether at maturityfor any payment obligations, pursuant reimbursement obligations, interest, fees, expenses or otherwise and whether direct or indirect, absolute, actual or contingent (collectively, the “Guaranteed Obligations”). (b) The obligations of Guarantor hereunder shall be an absolute and unconditional guarantee of payment and performance to mandatory be made or optional prepayment, by acceleration or otherwise, all performed strictly in accordance with the terms and provisions hereof and thereof; hereof. Guarantor further agrees that this Guarantee, to the extent it being the intent requires payment of the Guarantor that the guarantee set forth herein shall be monies, constitutes a continuing guarantee of payment when due and not a guarantee of collection; andcollection and is in no way conditional or contingent upon any attempt to collect from Obligor. (bc) 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 Note Purchase Agreement and the Notes. All of the obligations Except as set forth in clause Section 1.1(d), Guarantor hereby unconditionally waives any requirement that Beneficiary proceeds against Obligor or otherwise exhausts any right, power or remedy under the Relevant Documents, before requesting payment or performance by Guarantor hereunder or that Beneficiary protects, secures, perfects or insures any security interest or lien or any property subject thereto or exhausts any other right to take any action against Obligor or any collateral. (ad) Beneficiary agrees that it will not make a demand against Guarantor under this Guarantee with respect to a Guaranteed Obligation unless (i) Beneficiary shall have first made a demand against Obligor with respect to such Guaranteed Obligation and clause (bii) such Guaranteed Obligation is not paid or performed in full within five (5) business days of such demand against Obligor. The provisions of this Section 2.1 are referred 1.1(d) shall not apply at any time that an “Insolvency Event” (as such term is defined in Section 1.1(g)) shall have occurred or is imminent. (e) For the avoidance of doubt, despite any other provision of this Guarantee, Guarantor shall be entitled to herein assert as a defence to its obligations under this Guarantee the “same contractual defences arising under the terms of the Relevant Documents (including limitations on liability and limitations on remedies) with respect to the Guaranteed ObligationsObligations as Obligor is entitled to assert under and in accordance with the terms of the Relevant Documents.” (f) Until all Guaranteed Obligations have been irrevocably discharged in full and unless Beneficiary otherwise directs in writing, Guarantor shall not exercise any rights of subrogation against Obligor with respect to any performance by Guarantor of its obligations under this Guarantee. (g) If an Insolvency Event shall have occurred or is imminent, until all Guaranteed Obligations have been irrevocably paid, performed and discharged in full and Beneficiary is of the opinion that no such payment or performance or discharge is or is likely to become void, voidable or otherwise unenforceable or refundable, unless Beneficiary otherwise directs in writing, Guarantor shall not (i) exercise any rights which it may have by reason of performance by it on its obligations under this Guarantee or any other Relevant Document: (x) to be indemnified by Obligor; (y) to claim any contribution from any other guarantor of or provider of security for Obligor’s obligations under any of the Relevant Documents; and/or (z) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of Beneficiary under the Relevant Documents or any other guarantee or security taken pursuant to, or in connection with, the Relevant Documents by Beneficiary or (ii) directly or indirectly claim or receive the benefit of any distribution, dividend or payment or prove or claim for any distribution, dividend or payment in competition with Beneficiary, so as to diminish any distribution, dividend or payment which, but for that claim or proof, Beneficiary would be entitled to receive. (h) In this Guarantee:

Guaranteed Obligations. The Guarantor, in consideration of the execution Guarantor hereby absolutely unconditionally and delivery of the Note Purchase Agreement and the purchase of the Notes by the Purchasers, hereby irrevocably, unconditionally jointly and absolutely guaranteesseverally, on a continuing basis, guarantees to each Noteholder as and becomes surety for Landlord and its successors and assigns for the Guarantor’s own debtdue, until final punctual and indefeasible payment of full payment, performance and observance of, the amounts referred to in clause following (a) below has been made:collectively, the "Guaranteed Obligations"): (a) the due full and punctual payment by the Company of the principal of, and the Make-Whole Amount (if any) and interest on, the Notes at any time outstanding and the due and punctual timely payment of all other amounts payable, Rent and all other Indebtedness owing, by the Company amounts due or to the Noteholders become due to Landlord from Tenant under the Note Purchase Agreement and Lease or any other agreement or instrument executed by Tenant in connection therewith whether now existing or hereafter arising, contracted or incurred (collectively, the Notes (including, without limitation, any monetary obligations incurred during the pendency of any bankruptcy, insolvency, winding-up, receivership or other similar proceeding regardless of whether allowed or allowable in such proceeding including, without limitation, interest accrued on the Notes during any such proceeding"Monetary Obligations"), in each case when and as the same shall become due and payable, whether at maturity, pursuant to mandatory or optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof; it being the intent of the Guarantor that the guarantee set forth herein shall be a continuing guarantee of payment and not a guarantee of collection; and (b) the punctual and faithful performance, keeping, observance, and fulfillment by the Company of all dutiescovenants, agreements, covenants terms, obligations and obligations of the Company conditions, undertakings and duties contained in the Note Purchase Agreement Lease to be observed, performed by or imposed upon Tenant under the Lease, whether now existing or hereafter arising, contracted or incurred (collectively, the "Performance Obligations"), as and when such payment, performance or observance shall become due (whether by acceleration or otherwise) in accordance with the Notes. All terms of the obligations Lease. If for any reason any Monetary Obligation shall not be paid promptly when due, Guarantor shall, promptly upon written demand, pay the same to Landlord. If for any reason Tenant shall fail to perform or observe any Performance Obligation, Guarantor shall, promptly upon demand, perform and observe the same or cause the same to be performed or observed. Guarantor acknowledges and agrees that the Monetary Obligations include, without limitation, Rent and other sums accruing and/or becoming due under the Lease following the commencement by or against Tenant of any action under the United States Bankruptcy Code or other similar statute. Guarantor shall pay all Monetary Obligations to Landlord at the address and in the manner set forth in clause (a) and clause (b) of this Section 2.1 are referred to herein the Lease or at such other address as the “Guaranteed ObligationsLandlord shall notify Guarantor in writing.”

Guaranteed Obligations. The (a) Each Guarantor hereby, irrevocably, unconditionally, absolutely, jointly and severally with each other Guarantor, in consideration of the execution and delivery of the Note Purchase Agreement and the purchase of the Notes by the Purchasers, hereby irrevocably, unconditionally and absolutely guarantees, on a continuing basis, guarantees to each Noteholder holder of Notes, as and for the such Guarantor’s 's own debt, until final and indefeasible payment of the amounts referred to in clause (a) below has been made: (a) made the due and punctual payment by the Company of the principal of, and interest (including default interest and post-petition interest), and the Make-Whole Amount (if any) and interest or any other premium on, the Notes at any time outstanding and the due and punctual payment of all other amounts payable, and all other Indebtedness owing, by the Company to the Noteholders holders of the Notes under this Agreement, the Note Purchase Agreement Notes and the Notes other Financing Agreements (including, without limitation, any monetary all such obligations incurred during so guaranteed are herein collectively referred to as the pendency of any bankruptcy, insolvency, winding-up, receivership or other similar proceeding regardless of whether allowed or allowable in such proceeding including, without limitation, interest accrued on the Notes during any such proceeding"Guaranteed Obligations"), in each case when and as the same shall become due and payable, whether at maturity, pursuant to mandatory or optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof; it being the intent of the Guarantor that the guarantee set forth herein shall be a continuing guarantee of payment and not a guarantee of collection; and. eFUNDS CORPORATION NOTE PURCHASE AGREEMENT (b) In addition to and without limiting the punctual and faithful performanceforegoing, keepingeach of the Guarantors covenants that, observanceso long as any Guaranteed Obligations shall remain unpaid, and fulfillment by it will, and, if necessary, will enable the Company of all dutiesto, agreements, fully comply with those covenants and obligations agreements of the Company contained and such Guarantor applicable to such Guarantor set forth in the Note Purchase this Agreement and the Notes. All of the obligations set forth in clause (a) and clause (b) of this Section 2.1 are referred to herein as the “Guaranteed Obligationsother Financing Agreements.”

Guaranteed Obligations. The Individual Guarantor, in consideration of the execution and delivery of the Note Purchase Credit Agreement by the Lenders and the purchase Administrative Agent, hereby irrevocably and unconditionally guarantees to the Administrative Agent, for the benefit of the Notes by the PurchasersLenders, hereby irrevocably, unconditionally and absolutely guarantees, on a continuing basis, to each Noteholder as and for the Individual Guarantor’s 's own debt, until final and indefeasible payment of the amounts referred to in clause (a) below has been made: (a) , the due and punctual payment by the Company in full in cash of the Obligations in (a) the sum of (i) the principal ofamount of Loans and Letter of Credit Obligations incurred in excess of the lesser of (A) the Borrowing Base and (B) $10,000,000, and the Make-Whole Amount plus (if anyii) and interest onif, at any time, after giving effect to clause (i), the Notes 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 incurred, 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 time outstanding 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 the due (c) all unpaid fees, indemnities, costs and punctual payment of all other amounts payable, and all other Indebtedness owing, by the Company expenses relating to the Noteholders under the Note Purchase Agreement and the Notes collection thereof (including, without limitation, all fees and disbursements of counsel to the Administrative Agent or any monetary obligations incurred during Lender) (collectively, the pendency of any bankruptcy, insolvency, winding-up, receivership or other similar proceeding regardless of whether allowed or allowable in such proceeding including, without limitation, interest accrued on the Notes during any such proceeding"Guarantied Obligations"), in each case when and as the same shall become due and payable, whether at maturity, pursuant to mandatory or optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof of the Credit Agreement and thereof; the other Facility Documents, it being the intent of the Individual Guarantor that the guarantee guaranty set forth herein in this Section 1 (the "Unconditional Guaranty") shall be a continuing guarantee guaranty of payment and not a guarantee guaranty of collection; and (b) . The examples set forth in the punctual and faithful performance, keeping, observance, and fulfillment by the Company definition of all duties, agreements, covenants and obligations of the Company "Guarantied Obligations" contained in the Note Purchase Credit Agreement and the Notes. All of the obligations set forth in clause (a) and clause (b) of this Section 2.1 are referred to herein as the “Guaranteed Obligationshereby incorporated by reference.”

Guaranteed Obligations. The (i) Each holder of equity interests in Seller as of the date hereof (a “Guarantor”) shall severally, and not jointly, in consideration proportion to its equity interest, if any, in the Seller as of the execution and delivery of the Note Purchase Agreement and the purchase of the Notes by the Purchasersdate hereof (its “Pro Rata Share”) assume liability for, hereby irrevocably, unconditionally and absolutely guarantees, on a continuing basis, guarantee payment to each Noteholder as and for the Guarantor’s own debt, until final and indefeasible payment of the amounts referred to in clause (a) below has been made: (a) the due and punctual payment by the Company of the principal Counterparty of, agree to pay, protect, defend and the Make-Whole Amount (if any) save Counterparty harmless from and interest onagainst, the Notes and indemnify Counterparty from and against, any and all Costs which may at any time outstanding and the due and punctual payment of all other amounts payablebe imposed upon, and all other Indebtedness owing, incurred by the Company to the Noteholders under the Note Purchase Agreement and the Notes (including, without limitation, any monetary obligations incurred during the pendency or awarded against Counterparty as a result of any bankruptcyof the following (collectively, insolvency, winding-up, receivership or other similar proceeding regardless of whether allowed or allowable in such proceeding including, without limitation, interest accrued on the Notes during any such proceeding“Guaranteed Obligations”), in each case when and as case, solely with respect to its Pro Rata Share of any such Guaranteed Obligations: a. the misapplication, misappropriation or conversion by Seller of any Shares or monies to the extent such was or is to be delivered to Counterparty pursuant to the terms of this Transaction but were not; b. any intentional misrepresentation, intentional miscertification or intentional breach of a warranty by Seller with respect to any representation, warranty or certification contained in this Confirmation or in any document, certificate or report pursuant to this transaction or in connection therewith, whether or not the same shall become due and payable, whether at maturity, pursuant to mandatory or optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof; it being the intent of the Guarantor that the guarantee set forth herein shall be a continuing guarantee of payment and not a guarantee of collectionconstitutes fraud; and c. any transfer of any interest or change in control, direct or indirect, in the Seller. (bii) Seller represents and warrants that each holder of equity interests in Seller as of the date hereof shall become a Guarantor by executing and delivering concurrently herewith a separate agreement to reflect the guarantees set forth above (a “Guarantee”). Seller further covenants that each person who becomes a holder of equity interests in Seller on the Prepayment Date shall become a Guarantor promptly after becoming such a holder by executing and delivering a Guarantee. (iii) Each Guarantor absolutely, unconditionally, and irrevocably shall guarantee, severally and not jointly, and only with respect to its Pro Rata Share of such obligations, the full and prompt payment and/or performance of the Guaranteed Obligations and direct tender by Guarantor to Counterparty of such payment or performance. Each Guarantor’s Pro Rata Share shall be reduced to reflect any transfer of such Guarantor’s equity interest in Seller, provided that (i) the punctual transferee of such equity interest promptly executes and faithful performance, keeping, observance, delivers a Guarantee and fulfillment either (i) is one of the entities set forth on a list of potential members previously provided to the Counterparty or (ii) is an entity approved by the Company of all duties, agreements, covenants and obligations of Counterparty after the Company contained in the Note Purchase Agreement and the Notes. All of the obligations set forth in clause (a) and clause (b) of this Section 2.1 are referred to herein as the “Guaranteed Obligationsdate hereof.”

Guaranteed Obligations. The Guarantor, in consideration of the execution jointly and delivery of the Note Purchase Agreement and the purchase of the Notes by the Purchasersseverally with any other guarantors, hereby irrevocablyabsolutely, unconditionally and absolutely guarantees, irrevocably guarantees to the Agent and the Lenders on a continuing basisbasis the full, to each Noteholder as and for the Guarantor’s own debt, until final and indefeasible payment of the amounts referred to in clause (a) below has been made: (a) the due complete and punctual payment by the Company of the principal of, and the Make-Whole Amount (if any) and interest on, the Notes at any time outstanding and the due and punctual payment of all other amounts payable, and all other Indebtedness owing, by the Company to the Noteholders under the Note Purchase Agreement and the Notes (including, without limitation, any monetary obligations incurred during the pendency of any bankruptcy, insolvency, winding-up, receivership or other similar proceeding regardless of whether allowed or allowable in such proceeding including, without limitation, interest accrued on the Notes during any such proceeding), in each case when and as the same shall become due and payabledue, whether at stated maturity, pursuant to mandatory or optional prepayment, by acceleration or otherwise, of any and all in accordance with the terms sums due from, and provisions hereof any and thereof; it being the intent all Obligations of the Guarantor 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 Company'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 Guarantor's liability shall extend to all amounts that the guarantee set forth herein shall would be a continuing guarantee of payment and not a guarantee of collection; and (b) the punctual and faithful performance, keeping, observance, and fulfillment owed by the Company of all duties, agreements, covenants and obligations of to the Company contained in the Note Purchase Agreement Agent and the NotesLenders 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 Company. All Each of the obligations guaranteed as set forth in clause (a) and clause (b) of this Section 2.1 are is hereinafter referred to herein severally as a "Guaranteed Obligation" and collectively as the “"Guaranteed Obligations".”

Guaranteed Obligations. The Guarantor(a) In order to induce Lenders to make the Loan to Borrower, in consideration of the execution and delivery of the Note Purchase Agreement and the purchase of the Notes by the Purchasers, hereby irrevocablyGuarantors absolutely, unconditionally and absolutely guaranteesirrevocably guarantee and agree to pay to Agent, for the benefit of Lenders, on a continuing basisdemand, to each Noteholder as and for the Guarantor’s own debt, until final and indefeasible payment in lawful money of the amounts referred United States of America, in immediately available funds, or to in clause perform, as the case may be, the Guaranteed Obligations (a) below has been made: (a) the due and punctual payment by the Company of the principal ofagree to defend, indemnify and hold harmless Agent and Lenders, and the Make-Whole Amount (if any) their respective directors, officers, employees, successors and interest on, the Notes at assigns from and against any time outstanding and the due and punctual payment of all other amounts payable, and all other Indebtedness owingclaims, by the Company to the Noteholders under the Note Purchase Agreement and the Notes suits, liabilities (including, without limitation, strict liabilities and any monetary obligations incurred during impairment of Agent’s and Lenders’ security for the pendency of any bankruptcyLoan), insolvencyobligations, winding-updebts, receivership damages, losses, costs, expenses, fines, penalties, charges, fees, judgments, awards, court costs, and legal or other similar proceeding regardless of whether allowed or allowable in such proceeding expenses (including, without limitation, interest accrued on the Notes during attorneys’ fees and expenses and amounts paid in settlement of whatever kind or nature) which Agent and/or Lenders may incur as a result of any such proceeding), in each case when and as the same shall become due and payable, whether at maturity, pursuant to mandatory or optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof; it being the intent of the Guarantor that the guarantee set forth herein shall be a continuing guarantee of payment and not a guarantee of collection; andGuaranteed Obligations). (b) Upon foreclosure by Agent under the punctual Security Instrument or the sale of the Property pursuant to a receivership, bankruptcy or other debtor relief action (a “Transfer Event”) and faithful performanceapplication of the proceeds of such Transfer Event to the outstanding principal balance of the Notes, keepingthe Guarantors’ liability for payment of the Principal Amount shall be the lesser of (i) that portion of the Principal Amount for which Guarantors were liable under this Guaranty immediately prior to the Transfer Event or (ii) the unpaid principal balance of the Notes after completion of the Transfer Event and application of the proceeds to the outstanding principal balance of the Notes, observanceit being the intention of Agent and Lenders that the application of proceeds of any Transfer Event shall be in such a manner as not to extinguish or reduce the Guarantors’ liability until all of the Principal Amount for which Guarantors are not liable has been paid in full. After a Transfer Event and application of the proceeds thereof, Guarantors shall also remain liable for the payment of Interest (unless Guarantor’s liability for Interest was previously reduced to zero in accordance with this Guaranty), Enforcement Costs and the Recourse Amounts. (c) Notwithstanding the definition of Guaranteed Obligations set forth above and the limitations set forth therein, the Guaranteed Obligations will be expanded to include all Indebtedness and Obligations of Borrower under the Loan Documents (in addition to (but without duplication of) the Recourse Amounts and the Enforcement Costs), and fulfillment Guarantor shall be fully liable for all of the Indebtedness and Obligations, if (but only if): (i) there shall be an Event of Default under Section 7.1(p) (Unauthorized Transfer) or 7.1(s) (Change in Constituency or Control) of the Loan Agreement; (ii) there shall be an Event of Default under Section 7.1(q) (Unauthorized Liens) of the Loan Agreement with respect to any lien voluntarily granted by Borrower; or (iii) the Property, or any part thereof, shall become an asset in a voluntary bankruptcy or insolvency proceeding filed by Borrower, any Guarantor or any Affiliate of Borrower or any Guarantor. (d) If the Guarantors perform the Completion Obligations under this Guaranty, then the Guarantors will be entitled to requisition and draw all of the undisbursed Loan proceeds intended to be used for the construction of the Improvements pursuant to the Project Budget (but not in excess of the committed amount of the Loan), together with any Borrower’s Deposit then being held by Agent. Agent shall disburse such funds for the purpose of, and to the extent necessary for, performance of the Completion Obligations, provided that: (i) Guarantors shall be performing the Completion Obligations or causing the performance of the same with due diligence; (ii) Guarantors shall have made all required deposits into the Borrower’s Deposit and all other deposits required under the Loan Agreement; (iii) all disbursements of Loan proceeds to the Guarantors shall be secured by the Company Loan Documents with the same priority as all previous advances of Loan proceeds to Borrower; (iv) Guarantors shall have cured all dutiescontinuing Events of Default, agreementsprovided, covenants that Guarantor shall have an additional period of time as reasonably necessary to complete the Improvements, not to exceed 120 days from the Completion Date, subject to Force Majeure Events as provided in the Loan Agreement, provided that Guarantors diligently perform the Completion Obligations; provided, however, that the Guarantors shall not be required to cure any non-monetary Event of Default which is personal to Borrower and obligations therefore not susceptible to cure by the Guarantors; and (v) the Guarantors shall otherwise comply with the provisions of the Company contained in Loan Agreement concerning the Note Purchase Agreement and the Notes. All performance of the obligations set forth in clause (a) Completion Obligations including the requirements for Advance Requests and clause (b) disbursement of this Section 2.1 are referred to herein as proceeds of the “Guaranteed ObligationsLoan.”

Guaranteed Obligations. The Guarantor, in consideration of the execution and delivery of the Note Purchase Agreement and the purchase of the Notes by the Purchasers, Guarantor hereby irrevocably, absolutely ----------------------- unconditionally and absolutely guarantees, on a continuing basis, irrevocably guarantees to each Noteholder as and becomes surety for Landlord and its successors and assigns for the Guarantor’s own debtdue, until final punctual and indefeasible payment of full payment, performance and observance of, and covenants with Landlord to duly, punctually and fully pay and perform, the amounts referred to in clause following (a) below has been made:collectively, the "Guaranteed Obligations"): (a) the due full and punctual payment by the Company of the principal of, and the Make-Whole Amount (if any) and interest on, the Notes at any time outstanding and the due and punctual timely payment of all other amounts payable, Rent (as defined in the Lease) and all other Indebtedness owing, by the Company amounts due or to the Noteholders become due to Landlord from Tenant under the Note Purchase Agreement and Lease or any other agreement or instrument executed in connection therewith, including without limitation the Notes Seller/Lessee's Certificate of even date therewith in favor of Landlord (includingcollectively, without limitation, any monetary obligations incurred during the pendency of any bankruptcy, insolvency, winding-up, receivership or other similar proceeding regardless of whether allowed or allowable in such proceeding including, without limitation, interest accrued on the Notes during any such proceeding"Monetary Obligations"), in each case when and as the same shall become due and payable, whether at maturity, pursuant to mandatory or optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof; it being the intent of the Guarantor that the guarantee set forth herein shall be a continuing guarantee of payment and not a guarantee of collection; and (b) the punctual and faithful performance, keeping, observance, and fulfillment by the Company of all dutiescovenants, agreements, covenants terms, obligations and obligations of the Company conditions, undertakings and duties contained in the Note Purchase Agreement Lease to be observed, performed by or imposed upon Tenant under the Lease, whether now existing or hereafter arising, contracted or incurred (collectively, the "Performance Obligations"), as and when such payment, performance or observance shall become due (whether by acceleration or otherwise) in accordance with the Notes. All terms of the obligations Lease, which terms are incorporated herein by reference. If for any reason any Monetary Obligation shall not be paid promptly when due, Guarantor shall, immediately upon demand, pay the same to Landlord. If for any reason Tenant shall fail to perform or observe any Performance Obligation, Guarantor shall, immediately upon demand, perform and observe the same or cause the same to be performed or observed. Guarantor acknowledges and agrees that the Monetary Obligations include, without limitation, Rent and other sums accruing and/or becoming due under the Lease following the commencement by or against Tenant of any action under the United States Bankruptcy Code or other similar statute. Guarantor shall pay all Monetary Obligations to Landlord at the address and in the manner set forth in clause (a) and clause (b) of this Section 2.1 are referred to herein the Lease or at such other address as the “Guaranteed ObligationsLandlord shall notify Guarantor in writing.”

Guaranteed Obligations. The Guarantor, in consideration of the execution and delivery of the Note Purchase Agreement and the purchase of the Notes by the Purchasers, Each Guarantor hereby irrevocably, absolutely and unconditionally and absolutely guarantees, on jointly with the other Guarantors and severally, as a continuing basisprimary obligor and not merely as a surety, the full and punctual payment to each Noteholder as the Lenders and for the Guarantor’s own debtAgent (or any of them) when due (whether by scheduled maturity, until final required prepayment, acceleration, demand or otherwise), and indefeasible payment at all times thereafter, without set off, counterclaim, recoupment or deduction of any amounts owing or alleged to be owing by the Lenders and the Agent (or any of them) to the Borrower, all of the amounts referred to in clause following debts, liabilities, obligations, covenants and duties (a) below has been made:collectively, the “Guaranteed Obligations”): (a) the due all debts, liabilities, obligations, covenants and punctual payment by the Company duties of the principal of, Borrower owing to the Lenders and the Make-Whole Amount Agent (if anyor any of them) now or hereafter existing, whether joint or several, direct or indirect, absolute or contingent or due or to become due, arising under or in connection with the Loan Agreement or any other Loan Document or any of the transactions contemplated thereby and interest on, the Notes at any time outstanding and the due and punctual payment of all other amounts payable, and all other Indebtedness owing, by the Company to the Noteholders under the Note Purchase Agreement and the Notes (including, without limitation, any monetary obligations interest due thereon, all fees, costs, and expenses incurred during by the pendency Lenders and the Agent (or any of them) in connection therewith; (b) all debts, liabilities, obligations, covenants and duties of the Borrower owing to the Lenders and the Agent (or any of them) now or hereafter existing, whether joint or several, direct or indirect, absolute or contingent or due or to become due, arising under or in connection with any agreement (including any master agreement and any agreement relating to any single transaction) that is an interest rate swap agreement, credit derivative agreement, forward rate contract, commodity swap, commodity option, forward commodity contract, interest rate option, forward foreign exchange contract, cap, floor or collar agreement, currency swap contract, cross-currency rate swap contract, currency option, spot contract, or any other similar agreement, contract, transaction or any combination of any bankruptcyof the foregoing, insolvencyincluding all schedules thereto, winding-upconfirmations of transactions thereunder, receivership and documents, definitions, and agreements incorporated therein by reference or other similar proceeding regardless of whether allowed or allowable in such proceeding relating thereto and including, without limitation, any interest accrued due thereon, all fees, costs, and expenses incurred by the Lenders and the Agent (or any of them) in connection therewith, and termination payments and indemnifications relating thereto; (c) all debts, liabilities, obligations, covenants and duties of the Borrower owing to the Lenders and the Agent (or any of them) now or hereafter existing, whether joint or several, direct or indirect, absolute or contingent or due or to become due, arising under or in connection with any agreement (including all schedules thereto, confirmations of transactions thereunder, and documents, definitions, and agreements incorporated therein by reference or relating thereto) pursuant to which any Lender or the Agent has agreed to permit daylight overdrafts to occur on accounts maintained by the Notes Borrower with such Lender or the Agent, provide remote disbursement services for the Borrower, process automated clearing house (ACH) transactions for the account of the Borrower or extend credit to the Borrower, in the form of credit card accounts, including, without limitation, any interest due thereon, all fees, costs, and expenses incurred by the Lenders and the Agent (or any of them) in connection therewith, and termination payments and indemnifications relating thereto; (d) all debts, liabilities, obligations, covenants and duties of the Borrower to pay or reimburse the Lenders and the Agent (or any of them) for all expenses including, without limitation, attorneys’ fees (including allocated charges of internal legal counsel), incurred by the Lenders and the Agent (or any of them) in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under any of the documents, instruments and agreements referred to in subsections (a) through (c) above, including, without limitation, all such costs and expenses incurred during any “workout” or restructuring in respect of the loans made under the Loan Agreement and during any legal proceeding, including, without limitation, any proceeding under any applicable international, foreign, Federal, state or local bankruptcy, insolvency or other similar debtor relief laws; and (e) all interest and fees on any of the foregoing, whether accruing prior to or after the commencement by or against the Borrower of any proceeding under any applicable bankruptcy, insolvency or other similar debtor relief laws naming the Borrower as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding. Without limiting the foregoing, each Guarantor specifically guarantees payment of any judgment entered against the Borrower and any damages that may be awarded in any action brought against the Borrower by the Lenders or the Agent (or any of them), in each case when and as the same shall become due and payable, whether at maturity, pursuant to mandatory or optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof; it being the intent of the Guarantor that the guarantee set forth herein shall be . This Guaranty is a continuing guarantee guaranty of payment and not a guarantee merely of collection; and (b) the punctual and faithful performance, keeping, observance. Each Guarantor agrees that its obligations hereunder are, and fulfillment by the Company of shall be absolute, independent and unconditional under any and all duties, agreements, covenants and obligations of the Company contained in the Note Purchase Agreement and the Notes. All of the obligations set forth in clause (a) and clause (b) of this Section 2.1 are referred to herein as the “Guaranteed Obligationscircumstances.”

Guaranteed Obligations. The Each Subsidiary Guarantor, in consideration of the execution and delivery of the Note Purchase Agreement and the purchase of the Notes by the Purchasers, hereby irrevocably, unconditionally and absolutely guarantees, on a joint and several and continuing basisbasis with each other Subsidiary Guarantor, to each Noteholder as and for the such Subsidiary Guarantor’s own debt, until final and indefeasible payment of the amounts referred to in clause (a) below has been made: (a) the due and punctual payment by the Company of the principal of, and the MakeYield-Whole Amount (Maintenance Amount, if any) , and interest on, the Notes at any time outstanding and the due and punctual payment of all other amounts payable, and all other Indebtedness owing, by the Company to the Noteholders under the Note Purchase Agreement and the Notes (including, without limitation, any monetary obligations incurred during the pendency of any bankruptcy, insolvency, winding-up, receivership or other similar proceeding regardless of whether allowed or allowable in such proceeding including, without limitation, interest accrued on the Notes during any such proceeding), in each case when and as the same shall become due and payable, whether at maturity, pursuant to mandatory or optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof; it being the intent of the each Subsidiary Guarantor that the guarantee set forth herein shall be a continuing guarantee of payment and not a guarantee of collection; and (b) 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 Note Purchase Agreement and the Notes. All of the obligations set forth in clause (a) and clause (b) of this Section 2.1 are referred to herein as the “Guaranteed Obligations”.”

Guaranteed Obligations. The Guarantor, in consideration of the execution and delivery of the Note Purchase Agreement and the purchase of the Notes by the Purchasers, hereby irrevocably, unconditionally and absolutely guarantees, on a continuing basis, to each Noteholder as and for the Guarantor’s own debt, until final and indefeasible payment of the amounts referred to in clause (a) below has been madeSubject to Section 1.1(b) hereof, each Guarantor hereby jointly and severally, irrevocably, absolutely and unconditionally guarantees to Lender the full, complete and punctual payment, performance and satisfaction of all of the obligations, duties, covenants and agreements of Borrowers under the Loan Agreement relating to the Project, substantially in compliance with the Plans and Specifications, the Loan Budget, the Construction Schedule and all applicable Legal Requirements, within the time frame required by the Loan Agreement, including, without limitation: (ai) to diligently commence, perform and complete (or cause to be commenced, performed and completed) the due and punctual payment by the Company construction of the principal ofProject in accordance with the terms of the Loan Agreement; (ii) to pay all Project Costs associated with the Project, and the Make-Whole Amount (if any) and interest on, the Notes at any time outstanding and the due and punctual payment of all other amounts payable, and all other Indebtedness owing, by the Company to the Noteholders under the Note Purchase Agreement and the Notes (including, without limitation, all Hard Costs, Soft Costs and other obligations, liabilities, costs and expenses incurred in connection with the completion of the Project, as the same may become due and payable (excluding Operating Expenses and interest on the Loan); (iii) to keep the Properties free and clear of all Liens or claims of Liens arising or incurred in connection with the completion of the Project, other than Permitted Encumbrances and any monetary obligations incurred such Liens being contested pursuant to, and in accordance with, Section 3.6(b) of the Security Instrument, and if any Liens should be filed, or should attach, with respect to any Property by reason of the carrying out of the Project, within fifteen (15) Business Days after obtaining notice thereof (but in any event prior to the date on which such Property or any part thereof or interest therein may be in imminent danger of being sold, forfeited, foreclosed, terminated, cancelled or lost), other than any such Liens being contested pursuant to, and in accordance with, Section 3.6(b) of the Security Instrument, to either (A) cause the removal of such Liens or (B) post security against the consequences of their possible foreclosure and procure an endorsement to the Title Insurance Policy insuring Lender against the consequences of the foreclosure or enforcement of such Liens; (iv) to pay the premiums for all policies of insurance required to be furnished by Borrowers pursuant to the Loan Agreement during the pendency performance of the Project if such premiums are not paid by Borrowers; (v) if Lender exercises its rights to complete any bankruptcyof the Project pursuant to the Loan Agreement, insolvencythis Guaranty or any of the other Loan Documents, winding-upto pay or reimburse Lender for any and all costs and expenses incurred by Lender in completing the Project; (vi) to pay all claims relating to the foregoing before they become delinquent; (vii) to correct or cause to be corrected any material defect in the Project, receivership as reasonably determined by the Architect and the Construction Consultant or, if the Architect and the Construction Consultant cannot reasonably agree, then as determined pursuant to the most expedited form of arbitration available for such disagreement under the rules of the American Arbitration Association, such arbitration to be held in New York, New York; and (viii) to pay any and all costs, expenses, liabilities, claims and amounts required to be paid by Guarantors pursuant to Section 1.7 or any other similar proceeding regardless provision hereof (the “Enforcement Costs”). (b) Notwithstanding anything contained herein to the contrary, the maximum aggregate liability of whether allowed Guarantors under the foregoing Section 1.1(a) (excluding Enforcement Costs with respect to which there shall be no limit hereunder), shall not exceed an amount equal to 22.5% of the total Loan Budget less the amount of the interest Line Item (the “Guaranteed Obligations Cap”). (c) Each Guarantor hereby jointly and severally, irrevocably, absolutely and unconditionally guarantees to Lender the full, complete and punctual payment, performance and satisfaction of all of the obligations, duties, covenants and agreements of Borrowers under Section 3.22 of the Loan Agreement relating to restoration of the Properties following Borrowers election to terminate construction of the Project, substantially in compliance with all applicable Legal Requirements and to the reasonable satisfaction of the Construction Consultant, including, without limitation: (i) to diligently commence, perform and complete (or allowable cause to be commenced, performed and completed) the restoration of the Properties to the extent required under, and in accordance with the terms of, the Loan Agreement; (ii) to pay all costs associated with such proceeding restoration, including, without limitation, interest accrued on all hard costs, soft costs and other obligations, liabilities, costs and expenses incurred in connection with the Notes during any completion of such proceeding)restoration, in each case when and as the same shall may become due and payable; (iii) to keep the Properties free and clear of all Liens or claims of Liens arising or incurred in connection with such restoration, whether at maturityother than Permitted Encumbrances and any such Liens being contested pursuant to, and in accordance with, Section 3.6(b) of the Security Instrument, and if any Liens should be filed, or should attach, with respect to any Property by reason of the carrying out of such restoration, within fifteen (15) Business Days after obtaining notice thereof (but in any event prior to the date on which such Property or any part thereof or interest therein may be in imminent danger of being sold, forfeited, foreclosed, terminated, cancelled or lost), other than any such Liens being contested pursuant to, and in accordance with, Section 3.6(b) of the Security Instrument, to either (A) cause the removal of such Liens or (B) post security against the consequences of their possible foreclosure and procure an endorsement to the Title Insurance Policy insuring Lender against the consequences of the foreclosure or enforcement of such Liens; (iv) to pay the premiums for all policies of insurance required to be furnished by Borrowers pursuant to mandatory or optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof; it being Loan Agreement during the intent performance of the Guarantor that restorations if such premiums are not paid by Borrowers; (v) if Lender exercises its rights to complete any of the guarantee set forth herein shall be a continuing guarantee restoration pursuant to the Loan Agreement, this Guaranty or any of payment the other Loan Documents, to pay or reimburse Lender for any and not a guarantee of collectionall costs and expenses incurred by Lender in completing the restoration; and (bvi) to pay all claims relating to the punctual and faithful performanceforegoing before they become delinquent; provided, keepinghowever, observance, and fulfillment by that the Company of all duties, agreements, covenants and obligations of foregoing shall not include the Company contained in the Note Purchase Agreement and the Notes. All of the prepayment obligations set forth in clause (a) and clause (bSection 3.22(a)(iii) of this the Loan Agreement or the interest reserve obligations set forth in Section 2.1 3.22(a)(iv) of the Loan Agreement. The obligations and liabilities set forth in the foregoing Section 1.1(a), as limited pursuant to the foregoing Section 1.1(b), and the foregoing Section 1.1(c), are collectively referred to herein as the “Guaranteed Obligations”; and the completion obligations with respect to completion of the Project or restoration from any construction of the Project shall be referred herein as the “Guaranteed Work”. Each Guarantor hereby acknowledges having received, reviewed and approved a true and complete copy of the Loan Agreement. Each Guarantor hereby irrevocably and unconditionally covenants and agrees that it is liable for the Guaranteed Obligations as a primary obligor and not merely as a surety.”

Guaranteed Obligations. The Guarantor(a) Guarantor absolutely, in consideration of the execution and delivery of the Note Purchase Agreement and the purchase of the Notes by the Purchasersunconditionally, hereby irrevocably, unconditionally and absolutely jointly and severally guarantees, on a continuing basis, to each Noteholder as : (i) the full and for the Guarantor’s own debt, until final and indefeasible prompt payment of the amounts referred to in clause (a) below has been made: (a) principal of and interest on the due and punctual payment by the Company of the principal ofNote when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, as well as the Make-Whole Amount (if any) full and interest on, the Notes at any time outstanding and the due and punctual prompt payment of any and all other amounts payableof Borrower’s liabilities, obligations, and all other Indebtedness owingdebts to Lender, by the Company to the Noteholders under the Note Purchase Agreement and the Notes (now existing or hereinafter incurred or created, including, without limitation, all loans, advances, interest, costs, debts, lease obligations, liabilities arising under Hedging Contracts (as defined in the Loan Agreement), commercial card indebtedness, and any monetary other obligations incurred during the pendency and liabilities of Borrower to Lender; whether any bankruptcysuch indebtedness is due or not due, insolvencyabsolute or contingent, winding-upliquidated or unliquidated, receivership determined or other similar proceeding regardless of undetermined; whether allowed or allowable in such proceeding including, without limitation, interest accrued recovery on the Notes during indebtedness may be or may become barred or unenforceable against Borrower for any such proceedingreason whatsoever (collectively, the “Indebtedness”); (ii) the prompt, full and complete performance of all of Borrower’s payment obligations under each and every covenant contained in each case when and as the same shall become due and payable, whether at maturity, pursuant to mandatory or optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof; it being the intent of the Guarantor that the guarantee set forth herein shall be a continuing guarantee of payment and not a guarantee of collectionLoan Documents; and (iii) the full and prompt payment of any Enforcement Costs (as hereinafter defined in Section 9 hereof). (b) the punctual All amounts due, debts, liabilities and faithful performance, keeping, observance, and fulfillment by the Company of all duties, agreements, covenants and payment obligations of the Company contained described in the Note Purchase Agreement and the Notes. All of the obligations set forth in clause subsection (a) and clause (b) of this Section 2.1 are 1 shall be hereinafter collectively referred to herein as the “Guaranteed Obligations.” (c) Notwithstanding anything to the contrary contained herein, the definition of “Guaranteed Obligations” shall specifically exclude any and all Excluded Swap Obligations. The foregoing limitation of the definition of Guaranteed Obligations shall only be deemed applicable to the obligations of the Guarantor (or solely any particular Guarantor(s) if there is more than one Guarantor) under the particular Swap (or Swaps), or, if arising under a master agreement governing more than one Swap, the portion thereof, that constitute Excluded Swap Obligations. As used herein: (i) “Excluded Swap Obligations” means, with respect to Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a Swap if, and to the extent that, all or any portion of this Guaranty that relates to the obligations under such Swap is or becomes illegal as to such Guarantor under the Commodity Exchange Act (7 U.S.C.§1 et seq.), as amended from time to time, and any successor statute (the “CEA”), or any rule, regulation, or order of the Commodity Futures Trading Commission (the “CFTC”), by virtue of such Guarantor’s failure for any reason to qualify as an “eligible contract participant” (as defined in the CEA and regulations promulgated thereunder) on the Eligibility Date for such Swap; (ii) “Eligibility Date” means the date on which this Guaranty becomes effective with respect to the particular Swap (for the avoidance of doubt, the Eligibility Date shall be the date of the execution of the particular Swap if this Guaranty is then in effect, and otherwise it shall be the date of execution and delivery of this Guaranty); and (iii) “Swap” means any “swap” as defined in Section 1a(47) of the CEA and regulations thereunder between the Borrower and the Lender, other than (A) a swap entered into on, or subject to the rules of, a board of trade designated as a contract market under Section 5 of the CEA, or (B) a commodity option entered into pursuant to CFTC Regulation 32.3(a).

Guaranteed Obligations. The Guarantor, in consideration of the execution and delivery of the Note Purchase Agreement and the purchase of the Notes by the Purchasers, Guarantor hereby irrevocably, unconditionally and absolutely guarantees, on a continuing basis, irrevocably guarantees and becomes surety to each Noteholder as Landlord and its successors and assigns for the Guarantor’s own debtdue, until final punctual and indefeasible full payment of and performance of, and covenants with Landlord to duly, punctually and fully pay and perform, the amounts referred to in clause following (a) below has been made:collectively, the "Guaranteed Obligations"): (a) all Rent (as defined in the due and punctual payment by the Company of the principal of, and the Make-Whole Amount (if anyLease) and interest on, the Notes at any time outstanding and the due and punctual payment of all other amounts payable, and all other Indebtedness owing, by the Company due or to the Noteholders become due to Landlord from Tenant under the Note Purchase Agreement and Lease or any other agreement or instrument executed in connection therewith, including without limitation the Notes (including, without limitation, any monetary obligations incurred during the pendency Seller's/Lessee's Certificate of any bankruptcy, insolvency, winding-up, receivership or other similar proceeding regardless even date therewith in favor of whether allowed or allowable in such proceeding including, without limitation, interest accrued on the Notes during any such proceeding), in each case when and as the same shall become due and payableLandlord, whether at maturitynow existing or hereafter 2 arising, pursuant to mandatory contracted or optional prepaymentincurred (collectively, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof; it being the intent of the Guarantor that the guarantee set forth herein shall be a continuing guarantee of payment and not a guarantee of collection"Payment Obligations"); and (b) the punctual and faithful performance, keeping, observance, and fulfillment by the Company of all dutiescovenants, agreements, covenants terms, obligations and obligations conditions of Tenant under the Lease, whether now existing or hereafter arising, contracted or incurred (collectively, the "Performance Obligations"), as and when such payment or performance shall become due (whether by acceleration or otherwise) in accordance with the terms of the Company contained in Lease, which terms are incorporated herein by reference. If for any reason any Monetary Obligation shall not be paid promptly when due, Guarantor shall, immediately upon demand, pay the Note Purchase Agreement same to Landlord. If for any reason Tenant shall fail to perform or observe any Performance Obligation, Guarantor shall, immediately upon demand, perform and observe the Notessame or cause the same to be performed or observed. All Guarantor acknowledges and agrees that the Payment Obligations include, without limitation, Rent and other sums accruing and/or becoming due under the Lease following the commencement by or against Tenant of any action under the obligations set forth in clause (a) and clause (b) of this Section 2.1 are referred to herein as the “Guaranteed ObligationsUnited States Bankruptcy Code or other similar statute.”

Guaranteed Obligations. The Guarantor, in consideration For the term of the execution Lease, each Guarantor hereby absolutely unconditionally and delivery of the Note Purchase Agreement and the purchase of the Notes by the Purchasers, hereby irrevocably, unconditionally jointly and absolutely guaranteesseverally, on a continuing basis, guarantees to each Noteholder as and becomes surety for Landlord and its successors and assigns for the Guarantor’s own debtdue, until final punctual and indefeasible payment full payment, performance and observance of, and covenants (beyond the expiration of any cure or grace period as provided for under the amounts referred Lease) with Landlord to in clause duly, punctually and fully pay and perform, the following (a) below has been made:collectively, the “Guaranteed Obligations”): (a) the due full and punctual payment by the Company of the principal of, and the Make-Whole Amount (if any) and interest on, the Notes at any time outstanding and the due and punctual timely payment of all other amounts payable, Rent and all other Indebtedness owing, by the Company amounts due or to the Noteholders become due to Landlord from Tenant under the Note Purchase Agreement and the Notes (including, without limitation, any monetary obligations incurred during the pendency of any bankruptcy, insolvency, winding-up, receivership or other similar proceeding regardless of whether allowed or allowable in such proceeding including, without limitation, interest accrued on the Notes during any such proceeding), in each case when and as the same shall become due and payableLease, whether at maturitynow existing or hereafter arising, pursuant to mandatory contracted or optional prepaymentincurred (collectively, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof; it being the intent of the Guarantor that the guarantee set forth herein shall be a continuing guarantee of payment and not a guarantee of collection“Monetary Obligations”); and (b) the punctual and faithful performance, keeping, observance, and fulfillment by the Company of all dutiescovenants, agreements, covenants terms, obligations and obligations of the Company conditions, undertakings and duties contained in the Note Purchase Agreement Lease to be observed, performed by or imposed upon Tenant under the Lease, whether now existing or hereafter arising, contracted or incurred (collectively, the “Performance Obligations”), as and when such payment, performance or observance shall become due (whether by acceleration or otherwise) in accordance with the Notes. All terms of the obligations Lease, which terms are incorporated herein by reference. If for any reason any Monetary Obligation shall not be paid promptly when due, but beyond the expiration of any cure or grace period as provided for under the Lease, Guarantor shall, promptly upon demand, pay the same to Landlord. If for any reason Tenant shall fail to perform or observe any Performance Obligation, Guarantor shall, promptly upon demand, perform and observe the same or cause the same to be performed or observed. Guarantor acknowledges and agrees that the Monetary Obligations include, without limitation, Rent and other sums accruing and/or becoming due under the Lease following the commencement by or against Tenant of any action under the United States Bankruptcy Code or other similar statute. Guarantor shall pay all Monetary Obligations to Landlord at the address and in the manner set forth in clause (a) and clause (b) of this Section 2.1 are referred to herein the Lease or at such other address as the “Guaranteed ObligationsLandlord shall notify Guarantor in writing.”

Guaranteed Obligations. The Guarantor, in consideration of the execution (a) Guarantor hereby irrevocably and delivery of the Note Purchase Agreement and the purchase of the Notes by the Purchasers, hereby irrevocably, unconditionally and absolutely guarantees, on a continuing basis, guarantees to each Noteholder as and for the Guarantor’s own debtLender, until final and indefeasible payment of the amounts referred to in clause (a) below thereof has been made: (a) the due and punctual , payment by the Company of the principal of, and the Make-Whole Amount (if any) and interest on, the Notes at any time outstanding and the due and punctual payment of all other amounts payable, and all other Indebtedness owing, by the Company to the Noteholders under the Note Purchase Agreement and the Notes (including, without limitation, any monetary obligations incurred during the pendency of any bankruptcy, insolvency, winding-up, receivership or other similar proceeding regardless of whether allowed or allowable in such proceeding including, without limitation, interest accrued on the Notes during any such proceeding)Guaranteed Obligations, in each case when and as the same shall become due and payable, whether at maturity, pursuant to mandatory or optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof; it being the intent of the Guarantor that the guarantee guaranty set forth herein shall be a continuing guarantee guaranty of payment and not a guarantee guaranty of collection; and. (b) the punctual and faithful performanceAs used in this Agreement, keeping, observance, and fulfillment by the Company of all duties, agreements, covenants and obligations of the Company contained in the Note Purchase Agreement and the Notes. All of the obligations set forth in clause (a) and clause (b) of this Section 2.1 are referred to herein as the “Guaranteed Obligations” means (i) any and all obligations, indebtedness, or liabilities of any kind or character owed by Xxxxxxxx to Lender under Section 11 of the Note and Article IX of the Deed of Trust (except to the extent the liability of Guarantor is expressly limited or otherwise restricted by the provisions of Section 11 of the Note or Article IX of the Deed of Trust), including interest accruing following the filing of a bankruptcy petition by or against the Borrower, at the rate specified in the Note, whether or not such interest is allowed as a claim in bankruptcy, and all costs, including, without limitation, all attorney’s fees and expenses incurred by Xxxxxx in connection with collection of the Guaranteed Obligations; (ii) any and all obligations, indebtedness, or liabilities of any kind or character owed by Operating Lessee to Manager under the Fifth Amendment, including interest accruing following the filing of a bankruptcy petition by or against the Borrower, at the rate specified in the Note, whether or not such interest is allowed as a claim in bankruptcy, and all costs, including, without limitation, all attorney’s fees and expenses incurred by Lender in connection with collection of the Guaranteed Obligations.” (iii) Guarantor’s obligations under Section 9 of this Agreement.

Guaranteed Obligations. The Guarantor(a) Guarantor unconditionally guarantees, in consideration as a primary obligor, and becomes surety for the prompt payment and performance of (i) all Interest Obligations, (ii) all Loan Document Obligations, (iii) all Expense Obligations, (iv) the Carrying Cost Obligations, (v) the Principal Amount, (vi) interest on each of the execution foregoing including, if applicable, interest at the Default Rate; provided, however, that (vii) following the occurrence of a Carveout Event, Guarantor's liability under this Guaranty shall also include all Carveout Obligations, and delivery (viii) following the occurrence of a Recourse Event, Guarantor's liability under this Guaranty shall include all Obligations of Borrower for which Borrower is, or shall become, personally liable pursuant to the Note Purchase Loan Agreement and the purchase of other Loan Documents (collectively, the Notes by the Purchasers, hereby irrevocably, unconditionally and absolutely guarantees, on a continuing basis, to each Noteholder as and for the Guarantor’s own debt, until final and indefeasible payment of the amounts referred to in clause (a) below has been made:"Guaranteed Obligations"). (ab) Upon the due and punctual payment by occurrence of an Event of Default, Guarantor will pay the Company of Guaranteed Obligations to Lender upon demand. Until the principal ofObligations are indefeasibly paid in full, and the Make-Whole Amount (if any) and interest on, the Notes at any time outstanding and the due and punctual payment of all other amounts payableobligations hereunder have been performed and discharged, and all other Indebtedness owing, by the Company commitments to the Noteholders lend under the Note Purchase Loan Agreement and (the Notes (including“Commitment”) have terminated or expired, without limitation, the Guaranteed Obligations will not be reduced in any monetary obligations incurred during manner whatsoever by any amounts which Lender realizes before or after maturity of the pendency of any bankruptcy, insolvency, winding-up, receivership or other similar proceeding regardless of whether allowed or allowable in such proceeding including, without limitation, interest accrued on the Notes during any such proceeding), in each case when and as the same shall become due and payable, whether at maturity, pursuant to mandatory or optional prepaymentObligations, by acceleration or otherwise, all as a result of payments made by or on behalf of Borrower or by or on behalf of any other person or entity primarily or secondarily liable for the Obligations or any part thereof (other than direct payments by Guarantor to Lender as described in Section 2(c) below), or otherwise credited to Borrower or such person or entity, or as a result of the exercise of Lender's rights with respect to the Collateral. (c) Subject to the Lender's right to apply payments and collateral proceeds received by it in accordance with the terms Loan Agreement, the Guaranteed Obligations shall only be reduced by payments made directly by the Guarantors to the Lender after acceleration of the Obligations and provisions hereof shall not include any amounts received by Lender from any other party or source or realized as a result of the exercise of the rights in collateral furnished by any other party or source, including, without limitation, the Borrower. In order for a payment to be construed as having been made directly by the Guarantor, the Guarantor shall cause such payment to be delivered in person or by mail, to any Vice President of the Lender's Real Estate Finance Department or by wire with written confirmation to any Vice President of the Lender's Real Estate Finance Department and thereof; it being the intent of such payment shall contain a written statement by the Guarantor that such payment applies to the guarantee set forth herein shall be a continuing guarantee of payment and not a guarantee of collection; and (b) 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 Note Purchase Agreement and the Notes. All of the obligations set forth in clause (a) and clause (b) of this Section 2.1 are referred to herein as the “Guaranteed Obligations.”

Guaranteed Obligations. The Guarantor, in consideration of the execution and delivery of the Note Purchase Agreement and the purchase of the Notes by the Purchasers, hereby irrevocably, unconditionally and absolutely guarantees, on a continuing basis, to each Noteholder as and for the Guarantor’s own debt, until final and indefeasible payment of the amounts referred to in clause (a) below has been made: (a) Guarantor hereby unconditionally, absolutely and irrevocably guarantees to Beneficiary, as a surety, the full, prompt and complete payment, as when due and punctual payment by the Company payable, of the principal of, and the Make-Whole Amount (if any) and interest on, the Notes at any time outstanding all monetary obligations and the due and punctual payment performance, as and when due, of all covenants, agreements, obligations and liabilities of Obligor due to Beneficiary, whether owed jointly or severally (with Guarantor or with any other amounts payable, and all other Indebtedness owing, by the Company to the Noteholders under the Note Purchase Agreement and the Notes (including, without limitation, any monetary obligations incurred during the pendency of any bankruptcy, insolvency, winding-up, receivership or other similar proceeding regardless of whether allowed or allowable in such proceeding including, without limitation, interest accrued on the Notes during any such proceedingPerson), in each case when arising under and in accordance with or in respect of the Master Lease Agreement as it applies to and with respect to any Site for which an SLA is assigned or transferred to such Obligor, and any SLA relating to such Site and each Joinder Agreement under which Obligor agrees to be bound by the same shall become due applicable terms and payableconditions of the Master Lease Agreement (collectively, the “Relevant Documents”), now or hereafter existing or arising, whether at maturityfor any payment obligations, pursuant reimbursement obligations, interest, fees, expenses or otherwise and whether direct or indirect, absolute, actual or contingent (collectively, the “Guaranteed Obligations”). The obligations of Guarantor hereunder shall be an absolute and unconditional guarantee of payment and performance to mandatory be made or optional prepayment, by acceleration or otherwise, all performed strictly in accordance with the terms and provisions hereof and thereof; hereof. Guarantor further agrees that, subject to Section 1.1(d), this Guarantee, to the extent it being the intent requires payment of the Guarantor that the guarantee set forth herein shall be monies, constitutes a continuing guarantee of payment when due and not a guarantee of collection; andcollection and is in no way conditional or contingent upon any attempt to collect from Obligor. (b) 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 Note Purchase Agreement and the Notes. All of the obligations Except as set forth in clause Section 1.1(d), Guarantor hereby unconditionally waives any requirement that Beneficiary proceeds against Obligor or otherwise exhausts any right, power or remedy under the Relevant Documents, before requesting payment or performance by Guarantor hereunder or that Beneficiary protects, secures, perfects or insures any security interest or lien or any property subject thereto or exhausts any other right to take any action against Obligor or any collateral. (ac) Beneficiary agrees that it will not make a demand against Guarantor under this Guarantee with respect to a Guaranteed Obligation unless (i) Beneficiary shall have first made a demand against Obligor with respect to such Guaranteed Obligation and clause (bii) such Guaranteed Obligation is not paid or performed in full within sixty (60) days of such demand against Obligor. (d) For the avoidance of doubt, despite any other provision of this Guarantee, Guarantor shall be entitled to assert as a defence to its obligations under this Guarantee the same contractual defences arising under the terms of the Relevant Documents (including limitations on liability and limitations on remedies) with respect to the Guaranteed Obligations as Obligor is entitled to assert under and in accordance with the terms of the Relevant Documents. (e) There shall not be any limitation whatsoever on Guarantor exercising any right of subrogation against Obligor with respect to any performance by Guarantor of its obligations under this Guarantee. (f) There shall not be any limitation whatsoever on Guarantor exercising any right which it may have by reason of performance by it on its obligations under this Guarantee or any other Relevant Document: (x) to be indemnified by Obligor; (y) to claim any contribution from any other guarantor of or provider of security for Obligor’s obligations under any of the Relevant Documents; and/or (z) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of this Section 2.1 are referred to herein as any rights of Beneficiary under the “Guaranteed ObligationsRelevant Documents or any other guarantee or security taken pursuant to, or in connection with, the Relevant Documents by Beneficiary.”

Guaranteed Obligations. The Guarantor, in consideration of To induce the execution and delivery of the Note Purchase Agreement Administrative Agent and the purchase of Lenders to make loans and grant other financial accommodations to the Notes by Borrowers under the PurchasersCredit Agreement, each Guarantor hereby jointly and severally (subject to Section 20, if applicable) unconditionally, and irrevocably, unconditionally guaranties to the Administrative Agent, each Lender and absolutely guaranteesany provider of a Lender Provided Hedge or Other Lender-Provided Financial Service Products; and becomes surety, on as though it was a continuing basisprimary obligor for, to each Noteholder as and for the Guarantor’s own debt, until final and indefeasible payment of the amounts referred to in clause (a) below has been made: (a) the due full and punctual payment and performance when due (whether on demand, at stated maturity, by acceleration, or otherwise and including any amounts which would become due but for the Company operation of an automatic stay under the federal bankruptcy code of the principal of, and the Make-Whole Amount (if anyUnited States or any similar Laws of any country or jurisdiction) and interest on, the Notes at any time outstanding and the due and punctual payment of all other amounts payableObligations, and all other Indebtedness owingextensions, by 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 Company to the Noteholders under the Note Purchase Agreement and the Notes (including, without limitation, any monetary obligations incurred during the pendency commencement of any bankruptcy, insolvency, winding-upreorganization, receivership or other similar proceeding regardless with respect to any Borrower or any Guarantor or which would have arisen or accrued but for the commencement of whether allowed such proceeding, even if the claim for such Obligation is not enforceable or allowable in such proceeding includingproceeding, without limitationand including all Obligations arising from any extensions of credit under or in connection with the Loan Documents from time to time, interest accrued on the Notes during regardless whether any such proceeding)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, in each case when and collectively, as the same “Guaranteed Obligations” and each, as a “Guaranteed Obligation”). Notwithstanding anything to the contrary contained herein, Guaranteed Obligations shall become due specifically exclude any and payableall Excluded Hedge Liabilities. Without limitation of the foregoing, whether at maturityany 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, pursuant or any other Guaranteed Obligations, to mandatory or optional prepaymentany other Person, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof; it being the intent of the Guarantor that the guarantee set forth herein shall be a continuing guarantee of payment and not a guarantee of collection; and (b) the punctual and faithful performance, keeping, observance, and fulfillment by the Company of all duties, agreements, covenants and obligations Credit Agreement. In furtherance of the Company contained in the Note Purchase Agreement foregoing, each Guarantor jointly and the Notes. All of the obligations set forth in clause severally (asubject to Section 20, if applicable) and clause (b) of this Section 2.1 are referred to herein agrees as the “Guaranteed Obligationsfollows.”

Guaranteed Obligations. The GuarantorLease Guarantor hereby unconditionally and irrevocably guarantees to Landlord, as primary obligor and not merely as surety, the prompt and complete payment and performance in consideration full in cash of, without duplication, (i) all monetary obligations of Tenant under the execution and delivery of the Note Purchase Agreement Master Lease and the purchase Golf Course Use Agreement of the Notes by the Purchasersany nature, hereby irrevocably, unconditionally and absolutely guarantees, on a continuing basis, to each Noteholder as and for the Guarantor’s own debt, until final and indefeasible payment of the amounts referred to in clause (a) below has been made: (a) the due and punctual payment by the Company of the principal of, and the Make-Whole Amount (if any) and interest on, the Notes at any time outstanding and the due and punctual payment of all other amounts payable, and all other Indebtedness owing, by the Company to the Noteholders under the Note Purchase Agreement and the Notes (including, without limitation, during any Transition Period) including, without limitation, (x) Tenant’s rent and other payment obligations of any nature under the Master Lease, (y) Tenant’s obligation to expend the Required Capital Expenditures (as defined in the Master Lease) in accordance with the Master Lease and any other expenditures required of Tenant by the terms of the Master Lease and (z) Tenant’s obligation to pay monetary damages in connection with any breach of the Master Lease or the Golf Course Use Agreement and to pay indemnification obligations incurred in each case as provided under the Master Lease and under the Golf Course Use Agreement, (ii) all Guaranty Termination Obligations (without duplication of amounts otherwise already included under clause (i)) and (iii) any sums payable to Landlord pursuant to Section 17.2.4 hereof (clauses (i), (ii) and (iii) collectively, the “Guaranteed Obligations”), in each case including (a) amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code or similar laws and (b) any late charges and interest provided for under the Master Lease (including interest accruing during the pendency of any bankruptcy, insolvency, winding-up, receivership or other similar proceeding regardless of proceeding, whether or not a claim for such interest is allowed or allowable in such proceeding including, without limitation, interest accrued on the Notes during any such proceeding). Lease Guarantor shall be jointly and severally liable with Tenant for the payment and performance of the Guaranteed Obligations. For the avoidance of doubt, although as a matter of process and procedure, Section 17.2 hereof sets forth a process by which Landlord may issue notice to Lease Guarantor in respect of certain Guaranteed Obligations, such process is not intended to be a predicate to the existence or accrual of Lease Guarantor’s liability for any of the Guaranteed Obligations, it being understood that all of Lease Guarantor’s obligations hereunder in respect of the Guaranteed Obligations are unconditional and irrevocable in all respects, irrespective of whether the process set forth in Section 17.2 has been commenced, completed or otherwise satisfied (but, in each case when and as the same shall become due and payablecase, whether at maturity, pursuant subject to mandatory or optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof; it being the intent of the Guarantor that the guarantee set forth herein shall be a continuing guarantee of payment and not a guarantee of collection; and (b) 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 Note Purchase Agreement and the Notes. All of the obligations set forth in clause (a) and clause (b) conditions of this Section 2.1 are referred to herein as Agreement, including the “Guaranteed Obligationsoccurrence of any Guaranty Release Date).”

Guaranteed Obligations. The Guarantor, in consideration of the execution and delivery of the Note Purchase Agreement and the purchase of the Notes by the Purchasers, hereby irrevocably, unconditionally and absolutely guarantees, on a continuing basis, to each Noteholder as and for the Guarantor’s own debt, until final and indefeasible payment of the amounts referred to in clause (a) below has been made: (a) Subject to the due express limitations set forth in subsection 2.2, Guarantor irrevocably, absolutely and punctual payment by the Company of the principal ofunconditionally guarantees to Fannxx Xxx, xx primary obligor and the Make-Whole Amount (if any) and interest onnot merely as surety, the Notes at any time outstanding and the full, due and punctual payment of all other amounts payable, and all other Indebtedness owing, by obligations of each of the Company Borrowers to the Noteholders under the Note Purchase Agreement and the Notes (including, without limitation, any monetary obligations incurred during the pendency of any bankruptcy, insolvency, winding-up, receivership or other similar proceeding regardless of whether allowed or allowable in such proceeding including, without limitation, interest accrued on the Notes during any such proceeding), in each case Fannxx Xxx when and as the same shall become due and payable, (whether at stated maturity, pursuant to mandatory or optional by required prepayment, by acceleration declaration, acceleration, demand or otherwise, all including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code (the "BANKRUPTCY CODE"), 11 U.S.C. Section 362(a)), now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated and however arising under or in accordance connection with the terms respective Transaction Documents to which such Borrower is a party (collectively, the "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 provisions hereof and thereof; it being (ii) interest which, but for the intent filing of a petition in bankruptcy with respect to the Guarantor that respective Borrower, would have accrued on such Borrower Obligations, whether or not a claim is allowed against such Borrower for such interest in the guarantee set forth herein shall be a continuing guarantee related bankruptcy proceeding. This Guaranty is an unconditional guaranty of payment and not a guarantee of collection; and (b) the punctual and faithful performance, keeping, observance, and fulfillment 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 Company of all duties, agreements, covenants and obligations expiration of the Company contained in Guaranty Period, and Guarantor shall not be released from any obligations to Fannxx Xxx under this Guaranty prior to the Note Purchase Agreement and the Notes. All expiration of the obligations set forth in clause (a) and clause (b) of this Section 2.1 are referred to herein as the “Guaranteed Obligations.”the

Guaranteed Obligations. The GuarantorTo induce the Lenders to make loans and grant other financial accommodations to the Borrower under the Credit Agreement, in consideration of the execution each Guarantor hereby jointly and delivery of the Note Purchase Agreement severally, unconditionally, and the purchase of the Notes by the Purchasers, hereby irrevocably, unconditionally guaranties to the Administrative Agent and absolutely guaranteeseach Lender; and becomes surety, on as though it was a continuing basisprimary obligor for, to each Noteholder as and for the Guarantor’s own debt, until final and indefeasible payment of the amounts referred to in clause (a) below has been made: (a) the due full and punctual payment and performance when due (whether on demand, at stated maturity, by acceleration, or otherwise and including any amounts which would become due but for the Company operation of an automatic stay under the federal bankruptcy code of the principal of, and the Make-Whole Amount (if anyUnited States or any similar Laws of any country or jurisdiction) and interest on, the Notes at any time outstanding and the due and punctual payment of all other amounts payableObligations, and all other Indebtedness owingextensions, by 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 Company to the Noteholders under the Note Purchase Agreement and the Notes (including, without limitation, any monetary obligations incurred during the pendency commencement of any bankruptcy, insolvency, winding-upreorganization, receivership or other similar proceeding regardless with respect to the Borrower or any Guarantor or which would have arisen or accrued but for the commencement of whether allowed such proceeding, even if the claim for such Obligation is not enforceable or allowable in such proceeding includingproceeding, without limitationand including all Obligations arising from any extensions of credit under or in connection with the Loan Documents from time to time, interest accrued on the Notes during regardless whether any such proceeding)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, in each case when and collectively, as the same “Guaranteed Obligations” and each, as a “Guaranteed Obligation”). Without limitation of the foregoing, any of the Guaranteed Obligations shall become due be and payableremain 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, whether at maturityor any other Guaranteed Obligations, pursuant to mandatory or optional prepaymentany other Person, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof; it being the intent of the Guarantor that the guarantee set forth herein shall be a continuing guarantee of payment and not a guarantee of collection; and (b) the punctual and faithful performance, keeping, observance, and fulfillment by the Company of all duties, agreements, covenants and obligations Credit Agreement. In furtherance of the Company contained in the Note Purchase Agreement foregoing, each Guarantor jointly and the Notes. All of the obligations set forth in clause (a) and clause (b) of this Section 2.1 are referred to herein severally agrees as the “Guaranteed Obligationsfollows.”

Guaranteed Obligations. The GuarantorGuarantor 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, in consideration of the execution and delivery of the Note Purchase Agreement and the purchase of the Notes each executed by the PurchasersBorrower (hereinafter, hereby irrevocablyas they may be from time to time amended, unconditionally and absolutely guaranteesmodified, on a continuing basisextended, to each Noteholder as and for the Guarantor’s own debtrenewed, until final and indefeasible payment of the amounts refinanced, substituted and/or supplemented, collectively referred to in clause (a) below has been made: (a) as the due and punctual payment by the Company of the principal of, and the Make-Whole Amount (if any) and interest on, the Notes at any time outstanding and the due and punctual payment of all other amounts payable"Environmental Indemnification Agreements"), and all other Indebtedness owing, by the Company to the Noteholders indebtedness and obligations under the Loan Documents for which Borrower has personal liability to Lender, as the same may be limited under Section 26 of Note Purchase Agreement and the Notes (including, without limitation, any monetary obligations incurred during the pendency A or Section 26 of any bankruptcy, insolvency, winding-up, receivership or other similar proceeding regardless of whether allowed or allowable in such proceeding including, without limitation, interest accrued on the Notes during any such proceeding), Note B; in each case when as such indebtedness and obligations may from time to time be supplemented, modified, amended, renewed and extended, whether evidenced by new or additional instruments, documents or agreements or otherwise (collectively, 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 same shall 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 payablepayable by the Guarantor without protest, whether at maturitypresentment, pursuant to mandatory notice of dishonor, demand or optional prepayment, by acceleration or otherwisefurther notice of any kind, all in accordance with of which are expressly waived by the terms Guarantor, and provisions hereof irrespective of whether any Guaranteed Obligations have then become due and thereof; it being payable by the intent Borrower or any other Person (each of the Borrower and any such other Person other than Guarantor that the guarantee set forth herein shall be a continuing guarantee of payment and not a guarantee of collection; and (b) 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 Note Purchase Agreement and the Notes. All of the obligations set forth in clause (a) and clause (b) of this Section 2.1 are being referred to herein in this Guaranty as the “Guaranteed Obligationsan "other Borrower Party").”

Guaranteed Obligations. The Guarantor, in consideration of To induce the execution and delivery of Purchasers to purchase the Notes from the Company pursuant to the Note Purchase Agreement Agreement, each Guarantor hereby jointly and the purchase of the Notes by the Purchasers, hereby irrevocablyseverally, unconditionally and absolutely guaranteesirrevocably guaranties to the Noteholders, and to the Collateral Agent on a continuing basis, to each Noteholder as and for the Guarantor’s own debt, until final and indefeasible payment behalf of the amounts referred to in clause (a) below has been made: (a) Noteholders, as a primary obligor and not merely as a surety, the due full and punctual payment and performance when due (whether on demand, at stated maturity, by 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 country or jurisdiction) of all Obligations, including, without limiting the generality of the foregoing, all obligations, liabilities, and indebtedness from time to time of the Company of the principal of, and the Make-Whole Amount (if any) and interest on, the Notes at or any time outstanding and the due and punctual payment of all other amounts payable, and all other Indebtedness owing, by the Company Obligor to the Noteholders under or in connection with the Notes, the Note Purchase 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 Notes (including, without limitation, any monetary obligations incurred during the pendency commencement of any bankruptcy, insolvency, winding-upreorganization, receivership or other similar proceeding regardless with respect to the Company or any other Obligor or which would have arisen or accrued but for the commencement of whether allowed any such proceeding, even if the claim for such obligation, liability, or indebtedness is not enforceable or allowable in such proceeding includingproceeding, without limitationand including all Obligations, interest accrued on liabilities, and indebtedness arising from any extensions of credit under or in connection with the Notes during Financing Documents from time to time, regardless whether any such proceeding), extensions of credit are in each case when and as the same shall become due and payable, whether at maturity, pursuant to mandatory or optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof; it being the intent excess of the Guarantor that the guarantee set forth herein shall be a continuing guarantee of payment and not a guarantee of collection; and (b) the punctual and faithful performance, keeping, observance, and fulfillment amount committed under or contemplated by the Company Financing Documents or are made in circumstances in which any condition to extension of credit is not satisfied) (all duties, agreements, covenants and obligations of the Company contained in the Note Purchase Agreement foregoing obligations, liabilities and the Notes. All of the obligations set forth in clause (a) and clause (b) of this Section 2.1 indebtedness are referred to 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 Guarantor, in consideration of the execution and delivery of the Note Purchase Agreement and the purchase of the Notes by the Purchasers, Guarantor hereby irrevocably, absolutely unconditionally and absolutely guarantees, on a continuing basis, irrevocably guarantees to each Noteholder as and becomes surety for Landlord and its successors and assigns for the Guarantor’s own debtdue, until final punctual and indefeasible payment of full payment, performance and observance of, and covenants with Landlord to duly, punctually and fully pay and perform, the amounts referred to in clause following (a) below has been made:collectively, the “Guaranteed Obligations”): (a) the due full and punctual payment by the Company of the principal of, and the Make-Whole Amount (if any) and interest on, the Notes at any time outstanding and the due and punctual timely payment of all other amounts payable, Rent and all other Indebtedness owing, by the Company amounts due or to the Noteholders become due to Landlord from Tenant under the Note Purchase Agreement and the Notes (including, without limitation, Lease or any monetary obligations incurred during the pendency of any bankruptcy, insolvency, winding-up, receivership other agreement or other similar proceeding regardless of whether allowed or allowable instrument executed in such proceeding including, without limitation, interest accrued on the Notes during any such proceeding), in each case when and as the same shall become due and payableconnection therewith, whether at maturitynow existing or hereafter arising, pursuant to mandatory contracted or optional prepaymentincurred (collectively, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof; it being the intent of the Guarantor that the guarantee set forth herein shall be a continuing guarantee of payment and not a guarantee of collection“Monetary Obligations”); and (b) the punctual and faithful performance, keeping, observance, and fulfillment by the Company of all dutiescovenants, agreements, covenants terms, obligations and obligations of the Company conditions, undertakings, duties representations and warranties contained in the Note Purchase Agreement Lease to be observed, performed by or imposed upon Tenant under the Lease, whether now existing or hereafter arising, contracted or incurred (collectively, the “Performance Obligations”), as and when such payment, performance or observance shall become due (whether by acceleration or otherwise) in accordance with the Notes. All terms of the obligations Lease, which terms are incorporated herein by reference. The Guaranteed Obligations shall not be affected by the Tenant’s voluntary or involuntary bankruptcy, assignment for the benefit of creditors reorganization or similar proceeding affecting the Tenant. If for any reason any Monetary Obligation shall not be paid promptly when due, Guarantor shall, immediately upon demand, pay the same to Landlord when due under the terms of the Lease. If for any reason Tenant shall fail to perform or observe any Performance Obligation, Guarantor shall, immediately upon demand, perform and observe the same or cause the same to be performed or observed. If, by reason of any bankruptcy, insolvency or similar laws affecting the rights of creditors, Landlord shall be prohibited from exercising any of Landlord’s rights and remedies, including, but not limited to, enforcement of the terms of the Lease against the Tenant, then as to Guarantor such prohibition shall be of no force and effect, and Landlord shall have the right to make demand upon, and receive payment and/or performance from Guarantor of all Guaranteed Obligations and Guarantor’s obligation in this respect shall be primary and not secondary. Guarantor acknowledges and agrees that the Monetary Obligations include, without limitation, Rent and other sums accruing and/or becoming due under the Lease following the commencement by or against Tenant of any action under the United States Bankruptcy Code or other similar statute. Guarantor shall pay all Monetary Obligations to Landlord at the address and in the manner set forth in clause (a) and clause (b) of this Section 2.1 are referred to herein the Lease or at such other address as the “Guaranteed ObligationsLandlord shall notify Guarantor in writing.”

Guaranteed Obligations. The Guarantor, in consideration of the execution and delivery of the Note Purchase Agreement and the purchase of the Notes by the Purchasers, hereby irrevocably, unconditionally and absolutely guarantees, on a continuing basis, to each Noteholder as and for the Guarantor’s own debt, until final and indefeasible payment of the amounts referred to in clause (a) below has been made: (a) Guarantor hereby unconditionally, absolutely and irrevocably guarantees to Beneficiary, as primary obligor and not merely as surety, the full, prompt and complete payment, as when due and punctual payment by the Company payable, of the principal of, and the Make-Whole Amount (if any) and interest on, the Notes at any time outstanding all monetary obligations and the due and punctual payment performance, as and when due, of all covenants, agreements, obligations and liabilities of Obligor due to Beneficiary, whether owed jointly or severally (with Guarantor or with any other amounts payable, Person) and all whether owed as principal or surety or in any other Indebtedness owing, by the Company to the Noteholders under the Note Purchase Agreement and the Notes (including, without limitation, any monetary obligations incurred during the pendency of any bankruptcy, insolvency, winding-up, receivership or other similar proceeding regardless of whether allowed or allowable in such proceeding including, without limitation, interest accrued on the Notes during any such proceeding)capacity, in each case when arising under and in accordance with or in respect of any of the Master Lease Agreement and each SLA thereunder to which Obligor is a party (an “Obligor SLA”) and each Obligor Joinder Agreement (such Master Lease Agreement, Obligor SLA(s), Obligor Joinder Agreement and any other joinder agreement under which Obligor agrees to be bound by the applicable terms and conditions of the Master Lease Agreement collectively, the “Relevant Documents”), as the same shall become due and payableif Guarantor were party thereto, now or hereafter existing or arising, whether at maturityfor any payment obligations, pursuant reimbursement obligations, interest, fees, expenses or otherwise and whether direct or indirect, absolute, actual or contingent (collectively, the “Guaranteed Obligations”). (b) The obligations of Guarantor hereunder shall be an absolute and unconditional guarantee of payment and performance to mandatory be made or optional prepayment, by acceleration or otherwise, all performed strictly in accordance with the terms and provisions hereof and thereof; hereof. Guarantor further agrees that this Guarantee, to the extent it being the intent requires payment of the Guarantor that the guarantee set forth herein shall be monies, constitutes a continuing guarantee of payment when due and not a guarantee of collection; andcollection and is in no way conditional or contingent upon any attempt to collect from Obligor. (bc) 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 Note Purchase Agreement and the Notes. All of the obligations Except as set forth in clause Section 1.1(d), Guarantor hereby unconditionally waives any requirement that Beneficiary proceeds against Obligor or otherwise exhausts any right, power or remedy under the Relevant Documents, before requesting payment or performance by Guarantor hereunder or that Beneficiary protects, secures, perfects or insures any security interest or lien or any property subject thereto or exhausts any other right to take any action against Obligor or any collateral. (ad) Beneficiary agrees that it will not make a demand against Guarantor under this Guarantee with respect to a Guaranteed Obligation unless (i) Beneficiary shall have first made a demand against Obligor with respect to such Guaranteed Obligation and clause (bii) such Guaranteed Obligation is not paid or performed in full within five (5) business days of such demand against Obligor. The provisions of this Section 2.1 are referred 1.1(d) shall not apply at any time that an “Insolvency Event” (as such term is defined in Section 1.1(g)) shall have occurred or is imminent. (e) For the avoidance of doubt, despite any other provision of this Guarantee, Guarantor shall be entitled to herein assert as a defence to its obligations under this Guarantee the “same contractual defences arising under the terms of the Relevant Documents (including limitations on liability and limitations on remedies) with respect to the Guaranteed ObligationsObligations as Obligor is entitled to assert under and in accordance with the terms of the Relevant Documents.” (f) Until all Guaranteed Obligations have been irrevocably discharged in full and unless Beneficiary otherwise directs in writing, Guarantor shall not exercise any rights of subrogation against Obligor with respect to any performance by Guarantor of its obligations under this Guarantee. (g) If an Insolvency Event shall have occurred or is imminent, until all Guaranteed Obligations have been irrevocably paid, performed and discharged in full and Beneficiary is of the opinion that no such payment or performance or discharge is or is likely to become void, voidable or otherwise unenforceable or refundable, unless Beneficiary otherwise directs in writing, Guarantor shall not (i) exercise any rights which it may have by reason of performance by it on its obligations under this Guarantee or any other Relevant Document: (x) to be indemnified by Obligor; (y) to claim any contribution from any other guarantor of or provider of security for Obligor’s obligations under any of the Relevant Documents; and/or (z) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of Beneficiary under the Relevant Documents or any other guarantee or security taken pursuant to, or in connection with, the Relevant Documents by Beneficiary or (ii) directly or indirectly claim or receive the benefit of any distribution, dividend or payment or prove or claim for any distribution, dividend or payment in competition with Beneficiary, so as to diminish any distribution, dividend or payment which, but for that claim or proof, Beneficiary would be entitled to receive. (h) In this Guarantee:

Guaranteed Obligations. The a. Guarantor, in consideration of as a primary obligor, hereby: (i) unconditionally guarantees the execution prompt, punctual and delivery of the Note Purchase Agreement and the purchase of the Notes by the Purchasers, hereby irrevocably, unconditionally and absolutely guarantees, on a continuing basis, to each Noteholder as and for the Guarantor’s own debt, until final and indefeasible full payment of the amounts referred to in clause (a) below has been made: (a) the due and punctual payment by the Company of the principal of, and the Make-Whole Amount (if any) and interest on, the Notes at any time outstanding and the due and punctual payment of all other amounts payable, rent and all other Indebtedness owing, by the Company to the Noteholders sums due under the Note Purchase Agreement and Leases executed by each of the Notes (including, without limitation, any monetary obligations incurred during the pendency of any bankruptcy, insolvency, winding-up, receivership or other similar proceeding regardless of whether allowed or allowable in such proceeding including, without limitation, interest accrued on the Notes during any such proceeding), in each case when and as the same shall become due and payable, whether at maturity, pursuant to mandatory or optional prepayment, by acceleration or otherwise, all Tenants in accordance with the terms and provisions hereof tenor thereof as completely and thereofeffectually as if such guarantee had been made by Guarantor on the face of each Lease; it being (ii) unconditionally guarantees the intent prompt, punctual and full performance by each of the Tenants of any and all of the agreements, covenants, terms, obligations and conditions agreed to be performed by the Tenants under the Leases; and (iii) covenants and agrees that in the event of default in payments or any default in the performance of any of the agreements, covenants, terms, obligations or conditions thereof, Guarantor that will promptly make or cause such payment to be made or will perform or cause to be performed all such agreements, covenants, terms, obligations and conditions, irrespective of the guarantee set forth herein insufficiency, invalidity or unenforceability of any security therefor. The obligations guaranteed by Purchaser pursuant to this Section 2.a. shall be a continuing guarantee of payment and not a guarantee of collection; andreferred to as the “Lease Obligations.” b. In addition to the Lease Obligations, Guarantor, as primary obligor, hereby (bi) unconditionally guarantees the prompt, punctual and faithful performancefull performance by the Tenants of any and all of the agreements, keepingcovenants, observanceterms, obligations and conditions agreed to be performed by the Tenants under the Master Property Agreement in accordance with the terms and tenor thereof as completely and effectually as if such guarantee had been made by Guarantor on the face of the Master Property Agreement, and fulfillment by (ii) covenants and agrees that in the Company event of all duties, default in payment or any default in the performance of any of the agreements, covenants covenants, terms, obligations or conditions under the Master Property Agreement, Guarantor will promptly make or cause such payment to be made or will perform or cause to be performed all such agreements, covenants, terms, obligations and obligations conditions, irrespective of the Company contained in insufficiency, invalidity or unenforceability of any security therefor. The obligations guaranteed by Guarantor pursuant to this Section 2.b. shall be referred to as the Note Purchase “Master Property Agreement Obligations.” c. The Lease Obligations and the Notes. All of the obligations set forth in clause (a) and clause (b) of this Section 2.1 are Master Property Agreement Obligations shall be collectively referred to herein as the “Guaranteed Obligations.”” For avoidance of doubt, the Guaranteed Obligations includes, without limitation, all obligations of the Tenants under the Leases and the Master Property Agreement that arose or accrued at any time prior to the date of this Guaranty.

Guaranteed Obligations. The Guarantor, in consideration of the execution and delivery of the Note Purchase Agreement and the purchase of the Notes by the Purchasers, hereby irrevocably, unconditionally and absolutely guarantees, on a continuing basis, to each Noteholder as and for the Guarantor’s own debt, until final and indefeasible payment of the amounts referred to in clause (a) below has been made: Guarantor hereby agrees that it absolutely, irrevocably and unconditionally guarantees to The City, as a direct obligation, (ai) the due full and punctual prompt payment by the Company of the principal ofwhen due, and the Make-Whole Amount (if any) and interest on, the Notes at any time outstanding and the due and punctual payment of all other amounts payable, and all other Indebtedness owing, by the Company to the Noteholders due under the Note Purchase Agreement and the Notes (Event Centre Agreements, or any of them, including, without limitation, any monetary obligations incurred during the pendency interest, charges and other amounts of any bankruptcykind whatsoever payable under the Event Centre Agreements by CSERELP; and (ii) the full and prompt observance and performance of all other covenants, insolvencyprovisions, winding-up, receivership undertakings and obligations of whatsoever kind contained in or other similar proceeding regardless of whether allowed or allowable in such proceeding including, without limitation, interest accrued on the Notes during any such proceeding), in each case when and as the same shall become due and payable, whether at maturity, pursuant to mandatory or optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof; it being the intent arising out of the Guarantor that Event Centre Agreements, or any of them, which are to be observed and performed by CSERELP under the guarantee set forth herein shall be a continuing guarantee of payment and not a guarantee of collection; andEvent Centre Agreements (collectively the “Guaranteed Obligations”). (b) If any or all of the punctual Guaranteed Obligations are not duly paid or performed by CSERELP under the terms of the Event Centre Agreements for any reason whatsoever, Guarantor shall, as a separate and faithful distinct obligation, (i) make good in the place and stead of CSERELP each and every Guaranteed Obligation in respect of which CSERELP failed to perform or breached, perform the Guaranteed Obligations which are unfulfilled at the time of such event, and pay the Guaranteed Obligations which are unpaid at the time of such event; and (ii) indemnify and save harmless The City from and against all losses resulting from the failure of CSERELP to pay or perform such Guaranteed Obligations, other than any Guaranteed Obligations for which CSERELP has a defence or is otherwise unenforceable against CSERELP unless, in any such case, such defence or unenforceability results from an Event of Insolvency in respect of CSERELP; provided that in no event shall the Guarantor be liable for consequential or punitive damages excepting those arising from fraud, fraudulent misrepresentations or wilful misconduct on the part of the Guarantor. (c) Each and every default in performance, keeping, observanceobservance or payment of any of the Guaranteed Obligations by CSERELP shall give rise to a separate claim and cause of action hereunder, and fulfillment by the Company of all dutiesseparate claims or suits may be made and brought, agreements, covenants and obligations of the Company contained in the Note Purchase Agreement and the Notes. All of the obligations set forth in clause (a) and clause (b) of this Section 2.1 are referred to herein as the “Guaranteed Obligationscase may be, hereunder as each such default occurs.”

Guaranteed Obligations. The Guarantor, in consideration of the execution and delivery of the Note Purchase Agreement and the purchase of the Notes by the Purchasers, hereby irrevocably, unconditionally and absolutely guarantees, on a continuing basis, to each Noteholder as and for the Guarantor’s own debt, until final and indefeasible payment of the amounts referred to in clause (a) below has been made:Guarantors unconditionally guarantee, as a primary obligor, and become surety for the prompt payment and performance by Borrower of the following (collectively, the "Guaranteed Obligations"): (ai) that the due and punctual payment by the Company construction of the principal ofImprovements will be fully completed pursuant to and in accordance with the Loan Agreement and substantially in accordance with the Plans and the Leases on or before the Required Completion Date, free and clear of all claims and liens (including but not limited to mechanics’ liens, or if subject to liens, such liens have been bonded in accordance with applicable law) against the Project and that Guarantor will make available any and all funds necessary to pay for the completion of construction of the Project as set forth above and will indemnify Lender, and defend and hold Lender harmless against the Makeclaims of any unpaid contractors, sub-Whole Amount contractors, laborers, materialmen, suppliers and all Persons and entities performing labor or furnishing materials, or both, with respect to the Improvements; (if anyii) that all costs and interest onexpenses shall be paid and all liabilities shall be discharged with respect to the construction and completion of the Improvements, including all expenses incurred by or on behalf of Lender and all monies advanced by Lender at its option, to secure, protect, partially complete or complete in full the Notes at any time outstanding and Improvements in accordance with Section 10.2(d) of the due and punctual payment Loan Agreement; and (iii) all Expense Obligations. (b) Upon the occurrence of an Event of Default, Guarantors will pay or otherwise cause the Guaranteed Obligations to be performed upon demand by Lender. Until the Guaranteed Obligations are indefeasibly paid in full, all other amounts payableobligations hereunder have been performed and discharged, and all other Indebtedness owingCommitments have terminated or expired, the Guaranteed Obligations will not be reduced in any manner whatsoever by any amounts which Lender realizes before or after maturity of the Company to the Noteholders under the Note Purchase Agreement and the Notes (including, without limitation, any monetary obligations incurred during the pendency of any bankruptcy, insolvency, winding-up, receivership or other similar proceeding regardless of whether allowed or allowable in such proceeding including, without limitation, interest accrued on the Notes during any such proceeding), in each case when and as the same shall become due and payable, whether at maturity, pursuant to mandatory or optional prepaymentGuaranteed Obligations, by acceleration or otherwise, all as a result of payments made by or on behalf of Borrower or by or on behalf of any other person or entity primarily or secondarily liable for the Guaranteed Obligations or any part thereof (other than direct payments by Guarantors to Lender as described in Section 2(c) below), or otherwise credited to Borrower or such person or entity, or as a result of the exercise of Lender's rights with respect to the Collateral. The Guaranteed Obligations shall not be affected by any errors or omissions of Borrower, any other Guarantor, the Architect, any Contractor, or any agent or employee of any of them in design, supervision or performance of the construction, it being understood that such risk is assumed by Guarantors. (c) Subject to Lender's right to apply payments and collateral proceeds received by it in accordance with the terms and provisions hereof and thereof; it being Loan Agreement, the intent Guaranteed Obligations shall only be reduced by payments made directly by Guarantors to Lender after acceleration of the Guarantor that the guarantee set forth herein Indebtedness and shall be not include any amounts received by Lender from any other party or source or realized as a continuing guarantee of payment and not a guarantee of collection; and (b) the punctual and faithful performance, keeping, observance, and fulfillment by the Company of all duties, agreements, covenants and obligations result of the Company contained in the Note Purchase Agreement and the Notes. All exercise of the obligations set forth rights in clause (a) collateral furnished by any other party or source, including, without limitation, the Borrower. In order for a payment to be construed as having been made directly by Guarantors, Guarantors shall cause such payment to be delivered in person or by mail, to any Vice President of Lender's Real Estate Finance Department or by wire with written confirmation to any Vice President of Lender's Real Estate Finance Department and clause (b) of this Section 2.1 are referred such payment shall contain a written statement by Guarantors that such payment applies to herein as the “Guaranteed Obligations.”

Guaranteed Obligations. The Guarantor, in consideration of To induce the execution and delivery of the Note Purchase Agreement Administrative Agent and the purchase of Lenders to make loans and grant other financial accommodations to the Notes by Borrowers under the PurchasersCredit Agreement, each Guarantor hereby jointly and severally (subject to Section 18, if applicable) unconditionally, and irrevocably, unconditionally guaranties to the Administrative Agent, each Lender and absolutely guaranteesany provider of a Lender-Provided Interest Rate Hedge or Other Lender-Provided Financial Service Product; and becomes surety, on as though it was a continuing basisprimary obligor for, to each Noteholder as and for the Guarantor’s own debt, until final and indefeasible payment of the amounts referred to in clause (a) below has been made: (a) the due full and punctual payment and performance when due (whether on demand, at stated maturity, by acceleration, or otherwise and including any amounts which would become due but for the Company operation of an automatic stay under the federal bankruptcy code of the principal of, and the Make-Whole Amount (if anyUnited States or any similar laws of any country or jurisdiction) and interest on, the Notes at any time outstanding and the due and punctual payment of all other amounts payableObligations, and all other Indebtedness owingextensions, by 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 Company to the Noteholders under the Note Purchase Agreement and the Notes (including, without limitation, any monetary obligations incurred during the pendency commencement of any bankruptcy, insolvency, winding-upreorganization, receivership or other similar proceeding regardless with respect to the Borrower or any Guarantor or which would have arisen or accrued but for the commencement of whether allowed such proceeding, even if the claim for such Obligation is not enforceable or allowable in such proceeding includingproceeding, without limitationand including all Obligations arising from any extensions of credit under or in connection with the Loan Documents from time to time, interest accrued on the Notes during regardless whether any such proceeding)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, in each case when and collectively, as the same “Guaranteed Obligations” and each as a “Guaranteed Obligation”). Without limitation of the foregoing, any of the Guaranteed Obligations shall become due be and payableremain 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, whether at maturityor any other Guaranteed Obligations, pursuant to mandatory or optional prepaymentany other Person, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof; it being the intent of the Guarantor that the guarantee set forth herein shall be a continuing guarantee of payment and not a guarantee of collection; and (b) the punctual and faithful performance, keeping, observance, and fulfillment by the Company of all duties, agreements, covenants and obligations Credit Agreement. In furtherance of the Company contained in the Note Purchase Agreement foregoing, each Guarantor jointly and the Notes. All of the obligations set forth in clause severally (asubject to Section 18, if applicable) and clause (b) of this Section 2.1 are referred to herein agrees as the “Guaranteed Obligationsfollows.”

Guaranteed Obligations. The Guarantor, in consideration of the execution and delivery of the Note Purchase Agreement and the purchase of the Notes by the Purchasers, Guarantor hereby irrevocably, absolutely unconditionally and absolutely guarantees, on a continuing basis, irrevocably guarantees to each Noteholder as and becomes surety for Landlord and its successors and assigns for the Guarantor’s own debtdue, until final punctual and indefeasible payment of full payment, performance and observance of, and covenants with Landlord to duly, punctually and fully pay and perform, the amounts referred to in clause following (a) below has been made:collectively, the “Guaranteed Obligations”): (a) the due full and punctual payment by the Company of the principal of, and the Make-Whole Amount (if any) and interest on, the Notes at any time outstanding and the due and punctual timely payment of all other amounts payable, Rent and all other Indebtedness owing, by the Company amounts due or to the Noteholders become due to Landlord from Tenant under the Note Purchase Agreement and the Notes (including, without limitation, Lease or any monetary obligations incurred during the pendency of any bankruptcy, insolvency, winding-up, receivership other agreement or other similar proceeding regardless of whether allowed or allowable instrument executed in such proceeding including, without limitation, interest accrued on the Notes during any such proceeding), in each case when and as the same shall become due and payableconnection therewith, whether at maturitynow existing or hereafter arising, pursuant to mandatory contracted or optional prepaymentincurred (collectively, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof; it being the intent of the Guarantor that the guarantee set forth herein shall be a continuing guarantee of payment and not a guarantee of collection“Monetary Obligations”); and (b) the punctual and faithful performance, keeping, observance, and fulfillment by the Company of all dutiescovenants, agreements, covenants terms, obligations and obligations of the Company conditions, undertakings, duties, representations and warranties contained in the Note Purchase Agreement Lease to be observed, performed by or imposed upon Tenant under the Lease, whether now existing or hereafter arising, contracted or incurred (collectively, the “Performance Obligations”), as and when such payment, performance or observance shall become due (whether by acceleration or otherwise) in accordance with the Notes. All terms of the obligations Lease, which terms are incorporated herein by reference. The Guaranteed Obligations shall not be affected by Tenant’s voluntary or involuntary bankruptcy, assignment for the benefit of creditors, reorganization or similar proceeding affecting Tenant. If for any reason any Monetary Obligation shall not be paid promptly when due, Guarantor shall, immediately upon demand, pay the same to Landlord when due under the terms of the Lease. If for any reason Tenant shall fail to perform or observe any Performance Obligation, Guarantor shall, immediately upon demand, perform and observe the same or cause the same to be performed or observed. If, by reason of any bankruptcy, insolvency or similar laws affecting the rights of creditors, Landlord shall be prohibited from exercising any of Landlord’s rights and remedies, including, but not limited to, enforcement of the terms of the Lease against Tenant, then as to Guarantor such prohibition shall be of no force and effect, and Landlord shall have the right to make demand upon, and receive payment and/or performance from Guarantor of all Guaranteed Obligations and Guarantor’s obligation in this respect shall be primary and not secondary. Guarantor acknowledges and agrees that the Monetary Obligations include, without limitation, Rent and other sums accruing and/or becoming due under the Lease following the commencement by or against Tenant of any action under the United States Bankruptcy Code or other similar statute. Guarantor shall pay all Monetary Obligations to Landlord at the address and in the manner set forth in clause (a) and clause (b) of this Section 2.1 are referred to herein the Lease or at such other address as the “Guaranteed ObligationsLandlord shall notify Guarantor in writing.”

Guaranteed Obligations. The Guarantor, in consideration Guarantor (and each of the execution them individually) hereby jointly and delivery of the Note Purchase Agreement and the purchase of the Notes by the Purchasers, hereby irrevocably, severally absolutely unconditionally and absolutely guarantees, on a continuing basis, irrevocably guarantees to each Noteholder as and becomes surety for Landlord and its successors and assigns for the Guarantor’s own debtdue, until final punctual and indefeasible payment of full payment, performance and observance of, and covenants with Landlord to duly, punctually and fully pay and perform, the amounts referred to in clause following (a) below has been made:collectively, the “Guaranteed Obligations”): (a) the due full and punctual payment by the Company of the principal of, and the Make-Whole Amount (if any) and interest on, the Notes at any time outstanding and the due and punctual timely payment of all other amounts payable, Rent and all other Indebtedness owing, by the Company amounts due or to the Noteholders become due to Landlord from Tenant under the Note Purchase Agreement and Lease or any other agreement or instrument executed in connection therewith, including without limitation the Notes Seller/Lessee’s Certificate (including, without limitation, any monetary obligations incurred during the pendency a copy of any bankruptcy, insolvency, winding-up, receivership or other similar proceeding regardless which is attached hereto as Exhibit A) of whether allowed or allowable even date therewith in such proceeding including, without limitation, interest accrued on the Notes during any such proceedingfavor of Landlord (“Guarantor’s Certificate”), in each case when and as whether now existing or hereafter arising, contracted or incurred (collectively, the same shall become due and payable, whether at maturity, pursuant to mandatory or optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof; it being the intent of the Guarantor that the guarantee set forth herein shall be a continuing guarantee of payment and not a guarantee of collection“Monetary Obligations”); and (b) the punctual and faithful performance, keeping, observance, and fulfillment by the Company of all dutiescovenants, agreements, covenants terms, obligations and obligations of the Company conditions, undertakings, duties representations and warranties contained in the Note Purchase Agreement Lease to be observed, performed by or imposed upon Tenant under the Lease, whether now existing or hereafter arising, contracted or incurred (collectively, the “Performance Obligations”), as and when such payment, performance or observance shall become due (whether by acceleration or otherwise) in accordance with the Notes. All terms of the obligations Lease, which terms are incorporated herein by reference. The Guaranteed Obligations shall not be affected by the Tenant’s voluntary or involuntary bankruptcy, assignment for the benefit of creditors, reorganization or similar proceeding affecting the Tenant. If for any reason any Monetary Obligation shall not be paid promptly when due prior to the expiration of any applicable notice and cure period set forth in clause (a) the Lease, Guarantor shall, immediately upon demand, pay the same to Landlord when due under the terms of the Lease. If for any reason Tenant shall fail to perform or observe any Performance Obligation prior to the expiration of any applicable notice and clause (b) cure period set forth in the Lease, Guarantor shall, immediately upon demand, perform and observe the same or cause the same to be performed or observed. If, by reason of any bankruptcy, insolvency or similar laws affecting the rights of creditors, Landlord shall be prohibited from exercising any of Landlord’s rights and remedies, including, but not limited to, enforcement of the terms of the Lease against the Tenant, then as to Guarantor such prohibition shall be of no force and effect, and Landlord shall have the right to make demand upon, and receive payment and/or performance from Guarantor of all Guaranteed Obligations and Guarantor’s obligation in this Section 2.1 are referred respect shall be primary and not secondary. Guarantor acknowledges and agrees that the Monetary Obligations include, without limitation, Rent and other sums accruing and/or becoming due under the Lease following the commencement by or against Tenant of any action under the United States Bankruptcy Code or other similar statute. Guarantor, upon such demand by Landlord, shall pay all Monetary Obligations to herein Landlord at the address and in the manner set forth in the Lease or at such other address as the “Guaranteed ObligationsLandlord shall notify Guarantor in writing.”

Guaranteed Obligations. The Guarantor, in consideration of the execution and delivery of the Note Purchase Agreement and the purchase of the Notes by the Purchasers, hereby irrevocably, unconditionally and absolutely guarantees, on a continuing basis, to each Noteholder as and for the Guarantor’s own debt, until final and indefeasible payment of the amounts referred to in clause (a) below has been madeSubject to Sections 2(b), 2(c) and 2(d) below, Guarantor hereby unconditionally and irrevocably guarantees to Buyer the prompt and complete payment and performance by Seller when due (whether at the stated maturity, by acceleration or otherwise) of the Guaranteed Obligations. All assets and property of Guarantor shall be subject to recourse if Guarantor fails to pay and perform any Guaranteed Obligation(s) when and as required to be paid and performed pursuant to the Transaction Documents. (b) Sections 2(b), 2(c), 2(d) and 2(e) of the Guaranty are hereby re-lettered as Sections 2(e), 2(f), 2(g) and 2(h). (c) The following new Sections 2(b), 2(c) and 2(d) are hereby added in their appropriate numerical and alphabetical location: (ab) Notwithstanding anything herein to the contrary, but subject to Sections 2(c) and 2(d) below, the maximum aggregate liability of Guarantor hereunder and under the Repurchase Agreement shall in no event exceed an amount equal to the product of (x) twenty-five percent (25%) and (y) the then currently unpaid aggregate Repurchase Price of all Purchased Assets. (c) In addition to the foregoing, and notwithstanding the limitation on recourse liability set forth in Section 2(b) above, Guarantor hereby irrevocably and unconditionally guarantees and promises to Buyer and its successors and assigns, the prompt and complete payment and performance when due, whether at stated maturity, by acceleration or otherwise, of all actual losses, damages and costs that are incurred by Buyer as a direct or indirect consequence of any of the following events: (1) any fraud, intentional misrepresentation, illegal acts or willful misconduct by Seller or Guarantor (collectively, “Obligor(s)”) or any of their respective Affiliates, in connection with the Repurchase Agreement, the Transaction Documents, any Purchased Asset or any certificate, report, financial statement or other instrument or document furnished to Buyer at the time of the closing of the Repurchase Agreement or during the term of the Repurchase Agreement; (2) any Obligor’s or any of its Affiliates’ misapplication or misappropriation of any Income or other amounts received from any Purchased Asset; (3) either Obligor or any of its Affiliates seeks judicial intervention or injunctive or other equitable relief of any kind or asserts in a pleading filed in connection with a judicial proceeding against Buyer, a defense against the existence of any Event of Default or any remedies pursued by Buyer due and punctual payment to such Event of Default, which is determined by the Company final judgment of a court of competent jurisdiction, not subject to further appeal, to be unwarranted, in the case of a request for judicial intervention or injunctive or other equitable relief or frivolous, brought in bad faith or without merit, in the case of a defense; (4) either Obligor or any of its Affiliates voluntarily grants, creates, or consents in writing to the grant or creation of, any Lien, encumbrance or security interest in or on any Purchased Asset or any Collateral, other than, in each case, liens that are permitted by the Transaction Documents; and (5) any material breach by Obligor, or any of their respective Affiliates, of any representations and warranties contained in any Transaction Document relating to Environmental Laws, or any indemnity for costs incurred by Buyer in connection with the violation of any Environmental Law, the correction of any environmental condition, or the removal of any hazardous, toxic or harmful substances, materials, wastes, pollutants or contaminants defined as such in or regulated under any Environmental Law, in each case in any way affecting any or all of the principal Purchased Assets. (d) Notwithstanding anything to the contrary herein, the limitation on recourse liability as set forth under Section 2(b) hereof shall be of no further force and effect and Guarantor irrevocably and unconditionally guarantees and promises to pay to Buyer and its successors and assigns, in lawful money of the United States, in immediately available funds, the entire Repurchase Price immediately upon the occurrence of: (1) with respect to any Obligor: (A) the commencement by such Person as debtor of any case or proceeding under any bankruptcy, insolvency, reorganization, liquidation, moratorium, dissolution or similar law, or such Person seeking the appointment or election of a receiver, conservator, trustee, custodian or similar official for such Person or all or substantially all of the property of and assets of such Person (unless consented to by Buyer); (B) the Make-Whole Amount commencement of any such case or proceeding against such Person, seeking such an appointment or election, that arose from any collusive action or assistance of any such Person or its Affiliates or their agents (if anyor, as to which, any such Person files a petition seeking to join as a party); or (C) the making by such Person of a general assignment for the benefit of creditors; (2) any Obligor, or any Affiliate thereof attempts at any time, in any court proceeding or otherwise, to (A) recharacterize any of the Transactions or any of the Transaction Documents as a loan, as a debt or any financing arrangement between or among any Obligor and Buyer, rather than a “securities contract” as that term is defined in Section 741 of Title 11 of the United States Code, as amended, or (B) assert in writing or in a court proceeding that any of the Transactions is not a “master netting agreement” as such term is defined in Section 101 of Title 11 of the United States Code, as amended, or a “securities contract” as that term is defined in Section 741 of Title 11 of the United States Code, as amended; or (3) any material breach of the separateness covenants contained in the Repurchase Agreement. (d) Sections 2(f) and interest on, 2(g) of the Notes at Guaranty (i.e. previously Sections 2(c) and (d) which have been modified to Sections 2(f) and (g) pursuant to clause (b) above in this Amendment) are hereby deleted in their entirety and replaced by the versions below: (f) Guarantor further agrees to pay any time outstanding and the due and punctual payment of all other amounts payable, and all other Indebtedness owing, by the Company to the Noteholders under the Note Purchase Agreement and the Notes out-of-pocket expenses (including, without limitation, all out-of-pocket fees and disbursements of counsel) which may be paid or actually incurred by Buyer in enforcing, or obtaining advice of counsel in respect of, any monetary obligations incurred during rights with respect to, or collecting, any or all of the pendency of any bankruptcyGuaranteed Obligations, insolvency, winding-up, receivership or other similar proceeding regardless of whether allowed or allowable in such proceeding including, without limitation, interest accrued on the Notes during any such proceedingsubject to Sections 2(b), in each case when and as the same shall become due and payable, whether at maturity, pursuant to mandatory or optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof; it being the intent of the Guarantor that the guarantee set forth herein shall be a continuing guarantee of payment and not a guarantee of collection; and (b) 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 Note Purchase Agreement and the Notes. All of the obligations set forth in clause (a2(c) and clause (b2(d) of above, and/or enforcing any rights with respect to, or collecting against, Guarantor under this Section 2.1 Guaranty. This Guaranty shall remain in full force and effect until the Guaranteed Obligations, subject to Sections 2(b), 2(c) and 2(d) above, are referred paid in full, notwithstanding that from time to herein as the “time prior thereto Seller may be free from any Guaranteed Obligations.” (g) Notwithstanding any payment or payments made by Seller or any other Person nor any set-off or appropriation or application, at any time or from time to time, in reduction of or in payment of the Guaranteed Obligations, Guarantor shall remain liable for the amount of the Guaranteed Obligations, subject to Sections 2(b), 2(c) and 2(d) above, until the Guaranteed Obligations, subject to Sections 2(b), 2(c) and 2(d) above, are paid in full.

Guaranteed Obligations. The Guarantor, in consideration of To induce the execution and delivery of the Note Purchase Agreement Agent and the purchase of Banks to make loans and grant other financial accommodations to the Notes by Borrowers under the PurchasersCredit Agreement, each Guarantor hereby jointly and severally unconditionally, and irrevocably, unconditionally guaranties to the Agent, each Bank and absolutely guaranteesany IRH Provider; and becomes surety, on as though it was a continuing basisprimary obligor for, to each Noteholder as and for the Guarantor’s own debt, until final and indefeasible payment of the amounts referred to in clause (a) below has been made: (a) the due full and punctual payment and performance when due (whether on demand, at stated maturity, by acceleration, or otherwise and including any amounts which would become due but for the Company operation of an automatic stay under the federal bankruptcy code of the principal of, and the Make-Whole Amount (if anyUnited States or any similar laws of any country or jurisdiction) and interest on, the Notes at any time outstanding and the due and punctual payment of all other amounts payableObligations, and all other Indebtedness owingextensions, by 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 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 Company to the Noteholders under the Note Purchase Agreement and the Notes (including, without limitation, any monetary obligations incurred during the pendency commencement of any bankruptcy, insolvency, winding-upreorganization, receivership or other similar proceeding regardless with respect to the Borrower or any Guarantor or which would have arisen or accrued but for the commencement of whether allowed such proceeding, even if the claim for such obligation, liability, or indebtedness is not enforceable or allowable in such proceeding includingproceeding, without limitationand including all Obligations, interest accrued on liabilities, and indebtedness arising from any extensions of credit under or in connection with the Notes during Loan Documents from time to time, regardless whether any such proceeding)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, in each case when liabilities and indebtedness are referred to, collectively, as the same "Guaranteed Obligations" and each as a "Guaranteed Obligation"). Without limitation of the foregoing, any of the Guaranteed Obligations shall become due be and payableremain 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, whether at maturityor any other Guaranteed Obligations, pursuant to mandatory or optional prepaymentany other Person, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof; it being the intent of the Guarantor that the guarantee set forth herein shall be a continuing guarantee of payment and not a guarantee of collection; and (b) the punctual and faithful performance, keeping, observance, and fulfillment by the Company of all duties, agreements, covenants and obligations Credit Agreement. In furtherance of the Company contained in the Note Purchase Agreement foregoing, each Guarantor jointly and the Notes. All of the obligations set forth in clause (a) and clause (b) of this Section 2.1 are referred to herein severally agrees as the “Guaranteed Obligationsfollows.”

Guaranteed Obligations. The Guarantor, in consideration Guarantor absolutely and unconditionally guarantees the punctual and complete performance when due of all present and future obligations of the execution and delivery of Borrower under the Note Purchase Agreement and the purchase of the Notes by the Purchasers, hereby irrevocably, unconditionally and absolutely guarantees, on a continuing basis, to each Noteholder as and for the Guarantor’s own debt, until final and indefeasible payment of the amounts referred to in clause (a) below has been made: (a) construct and complete the due and punctual payment by Improvements in accordance with the Company requirements of the principal ofAgreement 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 Make-Whole Amount (if any) and interest on, Project or otherwise affecting any of the Notes at any time outstanding and the due and punctual payment of all other amounts payable, and all other Indebtedness owing, by the Company to the Noteholders under the Note Purchase Agreement and the Notes (including, without limitation, any monetary obligations incurred during the pendency of any bankruptcy, insolvency, winding-up, receivership or other similar proceeding regardless of whether allowed or allowable in such proceeding including, without limitation, interest accrued on the Notes during any such proceeding)Collateral, in each case when as such obligations may from time to time be supplemented, modified, amended, renewed and as the same shall become due and payableextended, whether at maturity, pursuant to mandatory evidenced by new or optional prepayment, by acceleration additional Documents or otherwise, all in accordance with the terms and provisions hereof and thereof; it being the intent of the Guarantor that the guarantee set forth herein shall be a continuing guarantee of payment and not a guarantee of collection; and otherwise (b) 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 Note Purchase Agreement and the Notes. All of the obligations set forth in clause (a) and clause (b) of this Section 2.1 are referred to herein as 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 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 Guarantor shall pay to the Lender, on demand, all costs and expenses of the Lender in taking any such action (whether or not the Lender 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 Guarantor shall, upon demand by the Lender, cause all Guaranteed Obligations to be promptly performed at the sole cost and expense of the Guarantor, the Lender reserving the right to proceed under clause (i) above if the Guarantor shall at any time after any such demand default in such obligations. Subject to compliance by the Guarantor with all of its obligations under this Guaranty and the payment of all costs and expenses of construction not otherwise provided for below, and further subject to such additional terms, conditions and procedures as the Lender may reasonably require, the Lender 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 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 a first priority Lien with respect to such amounts, subject only to Permitted Prior Exceptions.”

Guaranteed Obligations. The Guarantor, in consideration of the execution and delivery of the Note Purchase Agreement and the purchase of the Notes by the Purchasers, Each Guarantor hereby irrevocably, unconditionally and absolutely guarantees, on a continuing basis, jointly and severally with the other Guarantors guarantees to each Noteholder as and for the Guarantor’s own debtholder, until final and indefeasible payment of the amounts referred to in clause (a) below has been made: (a) the due and punctual payment by the Company and performance in full of (a) the principal of, and the Make-Whole Amount (Amount, if any) , and interest onon (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 at any time outstanding when and as the same shall become due and punctual payment payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise), (b) all Indebtedness, obligations, covenants, agreements and liabilities of all the Co-Issuers or any other amounts payableGuarantor 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 other Indebtedness owingreasonable expenses and charges, legal or otherwise, suffered or incurred by any Secured Party or the Trustee in collecting or enforcing any of such indebtedness, obligations, covenants, agreements and liabilities or in realizing on or protecting or preserving any security therefor, including, without limitation, the lien and security interests granted by the Company Security Documents (all of the indebtedness, obligations, covenants, agreements, liabilities, expenses and charges described in clauses (a) through (c), inclusive, above being referred to herein as the Noteholders under “Guaranteed Obligations”). The guaranty in the Note Purchase Agreement 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 (including, without limitation, any monetary obligations incurred during other Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. Any holder may, at its option, proceed hereunder against each Guarantor in the pendency first instance to collect monies when due, the payment of any bankruptcy, insolvency, winding-up, receivership or other similar proceeding regardless of whether allowed or allowable in such proceeding includingwhich is guaranteed hereby, without limitation, interest accrued on first proceeding against the Notes during Co-Issuers or any such proceeding), in each case when other Person and as the same shall become due and payable, whether at maturity, pursuant without first resorting to mandatory any direct or optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof; it being the intent of the Guarantor that the guarantee set forth herein shall be a continuing guarantee of payment and not a guarantee of collection; and (b) 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 Note Purchase Agreement and indirect security for the Notes. All of , this Agreement, the obligations set forth in clause (a) and clause (b) of this Section 2.1 are referred to herein as NPPA Series Supplements or the “Guaranteed Obligationsother Transaction Documents or any other remedy.”

Guaranteed Obligations. The Guarantor, in consideration of the execution Weld hereby irrevocably and delivery of the Note Purchase Agreement and the purchase of the Notes by the Purchasers, hereby irrevocably, unconditionally and absolutely guarantees, on a continuing basis, to each Noteholder guarantees as and for the Guarantor’s own debt, until final and indefeasible payment of the amounts referred to in clause (a) below has been made: (a) the due and punctual payment by the Company of the principal ofprimary obligor, and the Make-Whole Amount (if any) and interest onnot merely as surety, the Notes at any time outstanding and the due and punctual payment of all other amounts payable, and all other Indebtedness owingobligations, by the Company to the Noteholders under the Note Purchase Agreement liabilities, damages, losses, amounts payable and the Notes expenses (including, without limitation, attorneys’ and accountants’ fees) arising out of or related to any monetary obligations incurred during 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 pendency of any bankruptcySeller is a party (collectively, insolvency, winding-up, receivership or other similar proceeding regardless of whether allowed or allowable in such proceeding including, without limitation, interest accrued on the Notes during any such proceeding), in each case when and as the same shall become due and payable, whether at maturity, pursuant to mandatory or optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof; it being the intent of the Guarantor that the guarantee set forth herein shall be a continuing guarantee of payment and not a guarantee of collection; and (b) 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 Note Purchase Agreement and the Notes. All of the obligations set forth in clause (a) and clause (b) of this Section 2.1 are referred to herein as 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 contrary herein or in any other Transaction Document, including this Article VI, Weld shall be entitled to assert any of the defenses to the obligations, liabilities, damages, losses, amounts payable and expenses 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 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, other than any defense described in clauses (a), (b), (c), (d), (e), (f) or (h) of Section 6.2.”

Guaranteed Obligations. The Guarantor, in consideration of To induce the execution and delivery of the Note Purchase Agreement Administrative Agent and the purchase of Lenders to make loans and grant other financial accommodations to the Notes by Borrowers under the PurchasersCredit Agreement, each Guarantor hereby jointly and severally (subject to Section 18, if applicable) unconditionally, and irrevocably, unconditionally guaranties to the Administrative Agent, each Lender and absolutely guaranteesany provider of a Lender-Provided Interest Rate Hedge; and becomes surety, on as though it was a continuing basisprimary obligor for, to each Noteholder as and for the Guarantor’s own debt, until final and indefeasible payment of the amounts referred to in clause (a) below has been made: (a) the due full and punctual payment and performance when due (whether on demand, at stated maturity, by acceleration, or otherwise and including any amounts which would become due but for the Company operation of an automatic stay under the federal bankruptcy code of the principal of, and the Make-Whole Amount (if anyUnited States or any similar laws of any country or jurisdiction) and interest on, the Notes at any time outstanding and the due and punctual payment of all other amounts payableObligations, and all other Indebtedness owingextensions, by 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 Company to the Noteholders under the Note Purchase Agreement and the Notes (including, without limitation, any monetary obligations incurred during the pendency commencement of any bankruptcy, insolvency, winding-upreorganization, receivership or other similar proceeding regardless with respect to the Borrower or any Guarantor or which would have arisen or accrued but for the commencement of whether allowed such proceeding, even if the claim for such Obligation is not enforceable or allowable in such proceeding includingproceeding, without limitationand including all Obligations arising from any extensions of credit under or in connection with the Loan Documents from time to time, interest accrued on the Notes during regardless whether any such proceeding)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, in each case when and collectively, as the same "Guaranteed Obligations" and each as a "Guaranteed Obligation"). Without limitation of the foregoing, any of the Guaranteed Obligations shall become due be and payableremain 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, whether at maturityor any other Guaranteed Obligations, pursuant to mandatory or optional prepaymentany other Person, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof; it being the intent of the Guarantor that the guarantee set forth herein shall be a continuing guarantee of payment and not a guarantee of collection; and (b) the punctual and faithful performance, keeping, observance, and fulfillment by the Company of all duties, agreements, covenants and obligations Credit Agreement. In furtherance of the Company contained in the Note Purchase Agreement foregoing, each Guarantor jointly and the Notes. All of the obligations set forth in clause severally (asubject to Section 18, if applicable) and clause (b) of this Section 2.1 are referred to herein agrees as the “Guaranteed Obligationsfollows.”

Guaranteed Obligations. The GuarantorCompany and the Subsidiary Guarantors hereby designate the Series 2006 Bonds as Guaranteed Obligations. The Company may, in consideration from time to time while no Default exists, designate additional Obligations as constituting Guaranteed Obligations under this Agreement and the other Security Documents upon written notice to the Collateral Trustee from an Authorized Officer of the Company (a “Notice of Guaranteed Debt”), which Notice of Guaranteed Debt shall be delivered to the Collateral Trustee and each Secured Debt Representative simultaneously with Grantor’s execution and delivery of the Note Purchase Agreement and Security Documents to the purchase Trustee and, thereafter, at least three (3) Business Days prior to the date of the Notes proposed addition of any additional Guaranteed Obligations (unless a shorter period of time has been approved in writing by the Purchasers, hereby irrevocably, unconditionally Collateral Trustee and absolutely guarantees, on a continuing basis, to each Noteholder as Secured Debt Representative) and for the Guarantor’s own debt, until final and indefeasible payment such Notice of the amounts referred to in clause (a) below has been madeSecured Debt shall: (a) specify the due and punctual payment by the Company of the principal of, and the Make-Whole Amount (if any) and interest on, the Notes at any time outstanding and the due and punctual payment of all other amounts payable, and all other Indebtedness owing, by the Company Obligations that are to the Noteholders become Guaranteed Obligations under the Note Purchase this Agreement and the Notes (includingproposed date of such addition, without limitation, any monetary obligations incurred during the pendency of any bankruptcy, insolvency, winding-up, receivership or other similar proceeding regardless of whether allowed or allowable in such proceeding including, without limitation, interest accrued on the Notes during any such proceeding), in each case when and as the same shall become due and payable, whether at maturity, pursuant to mandatory or optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof; it being the intent of the Guarantor that the guarantee set forth herein shall be a continuing guarantee of payment and not a guarantee of collection; and (b) certify that (i) the punctual incurrence or existence of such additional Guaranteed Obligations is in compliance with the terms of each of the Secured Debt Documents and faithful performance, keeping, observanceArticle III of the Guaranty Agreement, and fulfillment (ii) the Company is not, and after giving effect to such incurrence of, or as a result of the existence of, such additional Guaranteed Obligations, would not be, in default under any of the Secured Debt Documents or the Guarantee Agreement, and (c) provide the name and address for notices under this Agreement of the Secured Debt Representative for such Guaranteed Obligations. If a Notice of Secured Debt is received by the Collateral Trustee in accordance with the immediately preceding sentence, then the Guaranteed Obligations specified in such Notice of Guaranteed Obligations, shall become Guaranteed Obligations for purposes hereof upon the date specified in such Notice of Guaranteed Debt. Upon such effective date, the Company will deliver to each Secured Debt Representative a certificate of all duties, agreements, covenants and obligations an Authorized Officer of the Company contained in reflecting such additional Guaranteed Obligations and that such additional Guaranteed Obligations are now entitled to the Note Purchase Agreement and the Notes. All of the obligations set forth in clause (a) and clause (b) benefits of this Section 2.1 are referred to herein as the “Guaranteed ObligationsAgreement.”

Guaranteed Obligations. The Guarantor, in consideration of the execution Guarantor hereby jointly and delivery of the Note Purchase Agreement and the purchase of the Notes by the Purchasers, hereby irrevocably, severally absolutely unconditionally and absolutely guarantees, on a continuing basis, irrevocably guarantees to each Noteholder as and becomes surety for Landlord and its successors and assigns for the Guarantor’s own debtdue, until final punctual and indefeasible payment of full payment, performance and observance of, and covenants with Landlord to duly, punctually and fully pay and perform, the amounts referred to in clause following (a) below has been made:collectively, the “Guaranteed Obligations”): (a) the due full and punctual payment by the Company of the principal of, and the Make-Whole Amount (if any) and interest on, the Notes at any time outstanding and the due and punctual timely payment of all other amounts payable, Rent and all other Indebtedness owing, by the Company amounts due or to the Noteholders become due to Landlord from Tenant under the Note Purchase Agreement and Lease or any other agreement or instrument executed in connection therewith, including without limitation the Notes (including, without limitation, any monetary obligations incurred during the pendency Seller/Lessee’s Certificate of any bankruptcy, insolvency, winding-up, receivership or other similar proceeding regardless even date therewith in favor of whether allowed or allowable in such proceeding including, without limitation, interest accrued on the Notes during any such proceeding), in each case when and as the same shall become due and payableLandlord, whether at maturitynow existing or hereafter arising, pursuant to mandatory contracted or optional prepaymentincurred (collectively, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof; it being the intent of the Guarantor that the guarantee set forth herein shall be a continuing guarantee of payment and not a guarantee of collection“Monetary Obligations”); and (b) the punctual and faithful performance, keeping, observance, and fulfillment by the Company of all dutiescovenants, agreements, covenants terms, obligations and obligations of the Company conditions, undertakings, duties, representations and warranties contained in the Note Purchase Agreement Lease to be observed, performed by or imposed upon Tenant under the Lease, whether now existing or hereafter arising, contracted or incurred (collectively, the “Performance Obligations”), as and when such payment, performance or observance shall become due (whether by acceleration or otherwise) in accordance with the Notes. All terms of the obligations Lease, which terms are incorporated herein by reference. The Guaranteed Obligations shall not be affected by the Tenant’s voluntary or involuntary bankruptcy, assignment for the benefit of creditors reorganization or similar proceeding affecting the Tenant. If for any reason any Monetary Obligation shall not be paid promptly when due, Guarantor shall, immediately upon demand, pay the same to Landlord when due under the terms of the Lease. If for any reason Tenant shall fail to perform or observe any Performance Obligation, Guarantor shall, immediately upon demand, perform and observe the same or cause the same to be performed or observed. If, by reason of any bankruptcy, insolvency or similar laws affecting the rights of creditors, Landlord shall be prohibited from exercising any of Landlord’s rights and remedies, including, but not limited to, enforcement of the terms of the Lease against the Tenant, then as to Guarantor such prohibition shall be of no force and effect, and Landlord shall have the right to make demand upon, and receive payment and/or performance from Guarantor of all Guaranteed Obligations and Guarantor’s obligation in this respect shall be primary and not secondary. Guarantor acknowledges and agrees that the Monetary Obligations include, without limitation, Rent and other sums accruing and/or becoming due under the Lease following the commencement by or against Tenant of any action under the United States Bankruptcy Code or other similar statute. Guarantor shall pay all Monetary Obligations to Landlord at the address and in the manner set forth in clause (a) and clause (b) of this Section 2.1 are referred to herein the Lease or at such other address as the “Guaranteed ObligationsLandlord shall notify Guarantor in writing.”

Guaranteed Obligations. The Guarantor, in consideration Guarantor hereby guarantees to the Administrative Agent and each of the execution and delivery holders of the Note Purchase Agreement and the purchase of the Notes by the PurchasersGuaranteed Obligations, hereby irrevocablyabsolutely, unconditionally and absolutely guaranteesirrevocably, on the prompt performance and payment when due (whether at a continuing basis, to each Noteholder as and for the Guarantor’s own debt, until final and indefeasible payment stated maturity or earlier by reason of acceleration or otherwise) of the amounts following liabilities, obligations and indebtedness (hereinafter collectively referred to in clause as the "Guaranteed Obligations"): (a) below has been made: any and all obligations, liabilities and indebtedness of the Borrowers to the Administrative Agent and the Lenders, whether now existing or hereafter arising under or in connection with the Loan Agreement and whether for principal, interest, fees and other loan charges, indemnities, reimbursement obligations, or otherwise, (ab) the due and punctual payment all indebtedness evidenced by any promissory note or notes from time to time made or issued by the Company Borrowers pursuant to the Loan Agreement, or by any promissory note taken in renewal, amendment, exchange or substitution thereof or therefor, including interest on all of the principal offoregoing, (c) all reasonable costs and the Make-Whole Amount expenses of collection, including reasonable attorneys’ fees, (if anyd) interest and interest on, the Notes at any time outstanding and the due and punctual payment of all other amounts payable, and all other Indebtedness owing, by the Company to the Noteholders under the Note Purchase Agreement and the Notes (including, without limitation, any monetary obligations incurred accruing during the pendency of any bankruptcy, insolvency, winding-up, receivership or other similar proceeding involving the Borrowers, regardless of whether allowed or allowable in such proceeding including, without limitation, interest accrued on the Notes during any such proceeding), in each case when and (e) all other "Obligations" as the same shall become due and payable, whether at maturity, pursuant to mandatory or optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof; it being the intent of the Guarantor that the guarantee set forth herein shall be a continuing guarantee of payment and not a guarantee of collection; and (b) the punctual and faithful performance, keeping, observance, and fulfillment by the Company of all duties, agreements, covenants and obligations of the Company contained defined in the Note Purchase Agreement and the NotesLoan Agreement. All of the obligations set forth in clause (a) and clause (b) of this Section 2.1 are referred to herein as the “The Guaranteed Obligations shall not include any Excluded Swap Obligations.”

Guaranteed Obligations. The Guarantor, in consideration of the execution and delivery of the Note Purchase Agreement and the purchase of the Notes by the Purchasers, Guarantor hereby irrevocably, absolutely unconditionally and absolutely guarantees, on a continuing basis, irrevocably guarantees to each Noteholder as and becomes surety for Landlord and its successors and assigns for the Guarantor’s own debtdue, until final punctual and indefeasible payment of full payment, performance and observance of, and covenants with Landlord to duly, punctually and fully pay and perform, the amounts referred to in clause following (a) below has been made:collectively, the “Guaranteed Obligations”): (a) the due full and punctual payment by the Company of the principal of, and the Make-Whole Amount (if any) and interest on, the Notes at any time outstanding and the due and punctual timely payment of all other amounts payable, Rent and all other Indebtedness owing, by the Company amounts due or to the Noteholders become due to Landlord from Tenant under the Note Purchase Agreement and the Notes (including, without limitation, Lease or any monetary obligations incurred during the pendency of any bankruptcy, insolvency, winding-up, receivership other agreement or other similar proceeding regardless of whether allowed or allowable instrument executed in such proceeding including, without limitation, interest accrued on the Notes during any such proceeding), in each case when and as the same shall become due and payableconnection therewith, whether at maturitynow existing or hereafter arising, pursuant to mandatory contracted or optional prepaymentincurred (collectively, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof; it being the intent of the Guarantor that the guarantee set forth herein shall be a continuing guarantee of payment and not a guarantee of collection“Monetary Obligations”); and (b) the punctual and faithful performance, keeping, observance, and fulfillment by the Company of all dutiescovenants, agreements, covenants terms, obligations and obligations of the Company conditions, undertakings and duties contained in the Note Purchase Agreement Lease to be observed, performed by or imposed upon Tenant under the Lease, whether now existing or hereafter arising, contracted or incurred (collectively, the “Performance Obligations”), as and when such payment, performance or observance shall become due (whether by acceleration or otherwise) in accordance with the Notes. All terms of the Lease, which terms are incorporated herein by reference. The Guaranteed Obligations shall not be affected by the Tenant’s voluntary or involuntary bankruptcy, assignment for the benefit of creditors reorganization or similar proceeding affecting the Tenant. If for any reason any Monetary Obligation shall not be paid promptly when due, Guarantor shall, immediately upon demand, pay the same to Landlord when due under the terms of the Lease. If for any reason Tenant shall fail to perform or observe any Performance Obligation, Guarantor shall, immediately upon demand, perform and observe the same or cause the same to be performed or observed. If, by reason of any bankruptcy, insolvency or similar laws affecting the rights of creditors, Landlord shall be prohibited from exercising any of Landlord’s rights and remedies, including, but not limited to, enforcement of the terms of the Lease against the Tenant, then as to Guarantor such prohibition shall be of no force and effect, and Landlord shall have the right to make demand upon, and receive payment and/or performance from Guarantor of all Guaranteed obligations and Guarantor’s obligation in this respect shall be primary and not secondary. Guarantor acknowledges and agrees that the Monetary Obligations include, without limitation, Rent and other sums accruing and/or becoming due under the Lease following the commencement by or against Tenant of any action under the United States Bankruptcy Code or other similar statute. Guarantor shall pay all Monetary Obligations to Landlord at the address and in the manner set forth in clause (a) and clause (b) of this Section 2.1 are referred to herein the Lease or at such other address as the “Guaranteed ObligationsLandlord shall notify Guarantor in writing.”

Guaranteed Obligations. The Guarantor, in consideration Guarantor (and each of the execution them individually) hereby jointly and delivery of the Note Purchase Agreement and the purchase of the Notes by the Purchasers, hereby irrevocably, severally absolutely unconditionally and absolutely guarantees, on a continuing basis, irrevocably guarantees to each Noteholder as and becomes surety for Landlord and its successors and assigns for the Guarantor’s own debtdue, until final punctual and indefeasible payment of full payment, performance and observance of, and covenants with Landlord to duly, punctually and fully pay and perform, the amounts referred to in clause following (a) below has been made:collectively, the "Guaranteed Obligations"): (a) the due full and punctual payment by the Company of the principal of, and the Make-Whole Amount (if any) and interest on, the Notes at any time outstanding and the due and punctual timely payment of all other amounts payable, Rent and all other Indebtedness owing, by the Company amounts due or to the Noteholders become due to Landlord from Tenant under the Note Purchase Agreement and Lease or any other agreement or instrument executed in connection therewith, including without limitation the Notes Seller/Lessee's Certificate (including, without limitation, any monetary obligations incurred during the pendency a copy of any bankruptcy, insolvency, winding-up, receivership or other similar proceeding regardless which is attached hereto as Exhibit A) of whether allowed or allowable even date therewith in such proceeding including, without limitation, interest accrued on the Notes during any such proceedingfavor of Landlord ("Guarantor's Certificate"), in each case when and as whether now existing or hereafter arising, contracted or incurred (collectively, the same shall become due and payable, whether at maturity, pursuant to mandatory or optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof; it being the intent of the Guarantor that the guarantee set forth herein shall be a continuing guarantee of payment and not a guarantee of collection"Monetary Obligations"); and (b) the punctual and faithful performance, keeping, observance, and fulfillment by the Company of all dutiescovenants, agreements, covenants terms, obligations and obligations of the Company conditions, undertakings, duties representations and warranties contained in the Note Purchase Agreement Lease to be observed, performed by or imposed upon Tenant under the Lease, whether now existing or hereafter arising, contracted or incurred (collectively, the "Performance Obligations"), as and when such payment, performance or observance shall become due (whether by acceleration or otherwise) in accordance with the Notes. All terms of the obligations Lease, which terms are incorporated herein by reference. The Guaranteed Obligations shall not be affected by the Tenant's voluntary or involuntary bankruptcy, assignment for the benefit of creditors, reorganization or similar proceeding affecting the Tenant. If for any reason any Monetary Obligation shall not be paid promptly when due prior to the expiration of any applicable notice and cure period set forth in clause (a) the Lease, Guarantor shall, immediately upon demand, pay the same to Landlord when due under the terms of the Lease. If for any reason Tenant shall fail to perform or observe any Performance Obligation prior to the expiration of any applicable notice and clause (b) cure period set forth in the Lease, Guarantor shall, immediately upon demand, perform and observe the same or cause the same to be performed or observed. If, by reason of any bankruptcy, insolvency or similar laws affecting the rights of creditors, Landlord shall be prohibited from exercising any of Landlord's rights and remedies, including, but not limited to, enforcement of the terms of the Lease against the Tenant, then as to Guarantor such prohibition shall be of no force and effect, and Landlord shall have the right to make demand upon, and receive payment and/or performance from Guarantor of all Guaranteed Obligations and Guarantor's obligation in this Section 2.1 are referred respect shall be primary and not secondary. Guarantor acknowledges and agrees that the Monetary Obligations include, without limitation, Rent and other sums accruing and/or becoming due under the Lease following the commencement by or against Tenant of any action under the United States Bankruptcy Code or other similar statute. Guarantor, upon such demand by Landlord, shall pay all Monetary Obligations to herein Landlord at the address and in the manner set forth in the Lease or at such other address as the “Guaranteed ObligationsLandlord shall notify Guarantor in writing.”

Guaranteed Obligations. The (i) Each 2011 Notes Guarantor, in consideration of the execution jointly and delivery of the Note Purchase Agreement and the purchase of the Notes by the Purchasersseverally, hereby irrevocably, absolutely and unconditionally and absolutely guarantees, on a continuing basis, guarantees to each Noteholder as and for the Guarantor’s own debt, until final and indefeasible payment holders from time to time of the amounts referred to in clause Series 2011 Notes: (a) below has been made: (aA) the due full and punctual prompt payment by the Company on demand of the principal of, and the Make-Whole Amount (if any) and interest on, the Notes at any time outstanding and the due and punctual payment of all other amounts payable, of the Series 2011 Notes and all other Indebtedness owing, by of the Company to interest thereon at the Noteholders under the Note Purchase Agreement and the Notes rate therein stipulated (including, without limitation, to the extent legally enforceable, interest on any monetary obligations incurred during overdue principal, Make-Whole Amount, if any, and interest at the pendency rates specified in the Series 2011 Notes and interest accruing or becoming owing both prior to and subsequent to the commencement of any bankruptcy, insolvency, winding-up, receivership reorganization or other similar proceeding regardless of whether allowed or allowable in such proceeding includinginvolving a 2011 Notes Obligor) and the Make-Whole Amount, without limitationif any, interest accrued on and all other amounts owing to the holders from time to time under the Series 2011 Notes during any such proceeding)and the Financing Northeast Ohio Natural Gas Corp., in each case et. al. Omnibus Third Amendment, Supplement and Agreements when and as the same shall become due and payable, whether at maturityby lapse of time, pursuant to mandatory upon redemption or optional 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 in accordance with of the covenants and agreements required to be performed or observed by such Persons under the terms and provisions hereof and thereof; it being the intent of the Guarantor that the guarantee set forth herein shall be a continuing guarantee of payment and not a guarantee of collection; and (b) the punctual and faithful performance, keeping, observanceFinancing Agreements, and fulfillment (C) payment, upon demand by any holder of the Company Series 2011 Notes, of all dutiescosts and expenses, agreementslegal or otherwise (including reasonable attorneys fees) and such expenses, covenants 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 obligations in each and every case irrespective of the Company contained in validity, regularity, or enforcement of any of the Note Purchase Agreement and Financing Agreements or any of the Notes. All terms thereof or of any other like circumstance or circumstances (all of the obligations set forth described in the foregoing clause (aA), clause (B) and clause (bC) of this Section 2.1 are being referred to herein as the “2011 Notes Guaranteed Obligations”). (ii) Each 2012 Notes Guarantor, jointly and severally, hereby irrevocably, absolutely and unconditionally guarantees to the holders from time to time of the Series 2012 Notes: (A) the full and prompt payment on demand of the principal of all of the Series 2012 Notes and of the interest thereon at the rate therein stipulated (including, without limitation, to the extent legally enforceable, interest on any overdue principal, Make-Whole Amount, if any, and interest at the rates specified in the Series 2012 Notes and interest accruing or becoming owing both prior to and subsequent to the commencement of any bankruptcy, reorganization or similar proceeding involving a 2012 Notes Obligor) and the Make-Whole Amount, if any, and all other amounts owing to the holders from time to time under the Series 2012 Notes and the Financing 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 2012 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 2012 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 Northeast Ohio Natural Gas Corp., et. al. Omnibus Third Amendment, Supplement and 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 described in the foregoing clause (A), clause (B) and clause (C) being referred to herein as the “2012 Notes Guaranteed Obligations”; and the 2012 Notes Guaranteed Obligations together with the 2011 Notes Guaranteed Obligations, as applicable, the “Guaranteed Obligations”). (iii) The guaranty of the Guaranteed Obligations herein provided for is a guaranty of the immediate and timely payment of the principal, interest and Make-Whole Amount, if any, on the Notes as and when the same are due and payable and shall not be deemed to be a guaranty only of the collectability of such payments and that in consequence thereof each holder of the Notes may xxx any Guarantor directly upon such Guaranteed Obligations. Each Guarantor agrees as a primary obligation to indemnify each Noteholder from time to time on demand from and against any loss incurred by it as a result of any Financing Agreement being or becoming void, voidable or unenforceable for any reason whatsoever, whether or not known to such Noteholder, the amount of such loss being the amount which such Noteholder would otherwise have been entitled to recover from the Guarantor.

Guaranteed Obligations. The GuarantorSubject to Section 17.2.1.2 and Section 17.2.2.2, in consideration of the execution and delivery of the Note Purchase Agreement and the purchase of the Notes by the Purchasers, Lease Guarantor hereby irrevocably, unconditionally and absolutely guaranteesirrevocably guarantees to Landlord, on a continuing basisas primary obligor and not merely as surety, to each Noteholder as the prompt and for the Guarantor’s own debt, until final complete payment and indefeasible payment of the amounts referred to performance in clause (a) below has been made: (a) the due and punctual payment by the Company of the principal full in cash of, and the Make-Whole Amount without duplication, (if anyi) and interest on, the Notes at any time outstanding and the due and punctual payment all monetary obligations of all other amounts payable, and all other Indebtedness owing, by the Company to the Noteholders Tenant under the Note Purchase Agreement and the Notes Lease of any nature (including, without limitation, during any Transition Period), including, without limitation, (x) Tenant’s rent and other payment obligations of any nature under the Lease (including all Rent and Additional Charges (as each such term is defined in the Lease)), (y) Tenant’s obligation to expend the Required Capital Expenditures (as defined in the Lease) in accordance with the Lease and any other expenditures required of Tenant by the terms of the Lease and (z) Tenant’s obligation to pay monetary damages in connection with any breach of the Lease and to pay indemnification obligations incurred in each case as provided under the Lease, (ii) all Guaranty Termination Obligations (without duplication of amounts otherwise already included under clause (i)) and (iii) any sums payable to Landlord pursuant to Section 17.2.4 hereof (clauses (i), (ii) and (iii) collectively, the “Guaranteed Obligations”), in each case including (a) amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code or similar laws and (b) any late charges and interest provided for under the Lease (including interest accruing during the pendency of any bankruptcy, insolvency, winding-up, receivership or other similar proceeding regardless of proceeding, whether or not a claim for such interest is allowed or allowable in such proceeding including, without limitation, interest accrued on the Notes during any such proceeding). Lease Guarantor shall be jointly and severally liable with Tenant for the payment and performance of the Guaranteed Obligations. For the avoidance of doubt, although as a matter of process and procedure, Section 17.2 hereof sets forth a process by which Landlord may issue notice to Lease Guarantor in respect of certain Guaranteed Obligations, such process is not intended to be a predicate to the existence or accrual of Lease Guarantor’s liability for any of the Guaranteed Obligations, it being understood that all of Lease Guarantor’s obligations hereunder in respect of the Guaranteed Obligations are unconditional and irrevocable in all respects, irrespective of whether the process set forth in Section 17.2 has been commenced, completed or otherwise satisfied (but, in each case when and as the same shall become due and payablecase, whether at maturity, pursuant subject to mandatory or optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof; it being the intent of the Guarantor that the guarantee set forth herein shall be a continuing guarantee of payment and not a guarantee of collection; and (b) 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 Note Purchase Agreement and the Notes. All of the obligations set forth in clause (a) and clause (b) conditions of this Section 2.1 are referred to herein as Agreement, including the “Guaranteed Obligationsoccurrence of any Guaranty Release Date).”

Guaranteed Obligations. The Guarantor, in consideration of the execution and delivery of the Note Purchase Agreement and the purchase of the Notes by the Purchasers, Guarantors hereby irrevocablyabsolutely, unconditionally and absolutely guaranteesirrevocably, on a continuing basisjointly and severally, guarantee to each Noteholder as and become surety for Landlord and its successors and assigns for the Guarantor’s own debtdue, until final punctual and indefeasible payment of full payment, performance and observance of, and covenants with Landlord to duly, punctually and fully pay and perform, the amounts referred to in clause following (a) below has been made:collectively, the "GUARANTEED OBLIGATIONS"): (a) the due full and punctual payment by the Company of the principal of, and the Make-Whole Amount (if any) and interest on, the Notes at any time outstanding and the due and punctual timely payment of all other amounts payable, Rent and all other Indebtedness owing, by the Company amounts due or to the Noteholders become due to Landlord from Tenant under the Note Purchase Agreement and Lease or any other agreement or instrument executed in connection therewith, including without limitation the Notes (including, without limitation, any monetary obligations incurred during the pendency Seller/Lessee's Certificate of any bankruptcy, insolvency, winding-up, receivership or other similar proceeding regardless even date therewith in favor of whether allowed or allowable in such proceeding including, without limitation, interest accrued on the Notes during any such proceeding), in each case when and as the same shall become due and payableLandlord, whether at maturitynow existing or hereafter arising, pursuant to mandatory contracted or optional prepaymentincurred (collectively, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof; it being the intent of the Guarantor that the guarantee set forth herein shall be a continuing guarantee of payment and not a guarantee of collection"MONETARY OBLIGATIONS"); and (b) the punctual and faithful performance, keeping, observance, and fulfillment by the Company of all dutiescovenants, agreements, covenants terms, obligations and obligations of the Company conditions, undertakings and duties contained in the Note Purchase Agreement Lease to be observed, performed by or imposed upon Tenant under the Lease, whether now existing or hereafter arising, contracted or incurred (collectively, the "PERFORMANCE OBLIGATIONS"), as and when such payment, performance or observance shall become due (whether by acceleration or otherwise) in accordance with the Notes. All terms of the obligations Lease, which terms are incorporated herein by reference. If for any reason any Monetary Obligation shall not be paid promptly when due, Guarantors shall, immediately upon demand, pay the same to Landlord. If for any reason Tenant shall fail to perform or observe any Performance Obligation, Guarantors shall, immediately upon demand, perform and observe the same or cause the same to be performed or observed. Each Guarantor acknowledges and agrees that the Monetary Obligations include, without limitation, Rent and other sums accruing and/or becoming due under the Lease following the commencement by or against Tenant of any action under the United States Bankruptcy Code or other similar statute. Guarantors shall pay all Monetary Obligations to Landlord at the address and in the manner set forth in clause (a) and clause (b) of this Section 2.1 are referred to herein the Lease or at such other address as the “Guaranteed ObligationsLandlord shall notify Guarantors in writing.”

Guaranteed Obligations. The Guarantor(a) In order to induce Lenders to make the Loan to Borrower, in consideration of the execution and delivery of the Note Purchase Agreement and the purchase of the Notes by the Purchasers, hereby irrevocablyGuarantors absolutely, unconditionally and absolutely guaranteesirrevocably guarantee and agree to pay to Agent, for the benefit of Lenders, on a continuing basisdemand, to each Noteholder as and for the Guarantor’s own debt, until final and indefeasible payment in lawful money of the amounts referred United States of America, in immediately available funds, or to in clause perform, as the case may be, the Guaranteed Obligations (a) below has been made: (a) the due and punctual payment by the Company of the principal ofagree to defend, indemnify and hold harmless Agent and Lenders, and the Make-Whole Amount (if any) their respective directors, officers, employees, successors and interest on, the Notes at assigns from and against any time outstanding and the due and punctual payment of all other amounts payable, and all other Indebtedness owingclaims, by the Company to the Noteholders under the Note Purchase Agreement and the Notes suits, liabilities (including, without limitation, strict liabilities and any monetary obligations incurred during impairment of Agent's and Lenders' security for the pendency of any bankruptcyLoan), insolvencyobligations, winding-updebts, receivership damages, losses, costs, expenses, fines, penalties, charges, fees, judgments, awards, court costs, and legal or other similar proceeding regardless of whether allowed or allowable in such proceeding expenses (including, without limitation, interest accrued on the Notes during attorneys' fees and expenses and amounts paid in settlement of whatever kind or nature) which Agent and/or Lenders may incur as a result of any such proceeding), in each case when and as the same shall become due and payable, whether at maturity, pursuant to mandatory or optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof; it being the intent of the Guarantor that the guarantee set forth herein shall be a continuing guarantee of payment and not a guarantee of collection; andGuaranteed Obligations). (b) Upon foreclosure by Agent under the punctual Security Instrument or the sale of the Property pursuant to a receivership, bankruptcy or other debtor relief action (a "Transfer Event") and faithful performanceapplication of the proceeds of such Transfer Event to the outstanding principal balance of the Notes, keepingthe Guarantors' liability for payment of the Principal Amount shall be the lesser of (i) that portion of the Principal Amount for which Guarantors were liable under this Guaranty immediately prior to the Transfer Event or (ii ) the unpaid principal balance of the Notes after completion of the Transfer Event and application of the proceeds to the outstanding principal balance of the Notes, observanceit being the intention of Agent and Lenders that the application of proceeds of any Transfer Event shall be in such a manner as not to extinguish or reduce the Guarantors' liability until all of the Principal Amount for which Guarantors are not liable has been paid in full. After a Transfer Event and application of the proceeds thereof, Guarantors shall also remain liable for the payment of Interest (unless Guarantor's liability for Interest was previously reduced to zero in accordance with this Guaranty), Enforcement Costs and the Recourse Amounts. (c) Notwithstanding the definition of Guaranteed Obligations set forth above and the limitations set forth therein, the Guaranteed Obligations will be expanded to include all Indebtedness and Obligations of Borrower under the Loan Documents (in addition to (but without duplication of) the Recourse Amounts and the Enforcement Costs), and fulfillment Guarantor shall be fully liable for all of the Indebtedness and Obligations, if (but only if): (i) there shall be an Event of Default under Section 7.1 (p) (Unauthorized Transfer) or 7.1 (s) (Change in Constituency or Control) of the Loan Agreement; (ii) there shall be an Event of Default under Section 7. l (q) (Unauthorized Liens) of the Loan Agreement with respect to any lien voluntarily granted by Borrower; or (iii) the Property, or any part thereof, shall become an asset in a voluntary bankruptcy or insolvency proceeding filed by Borrower, any Guarantor or any Affiliate of Borrower or any Guarantor. (d) If the Guarantors perform the Completion Obligations under this Guaranty, then the Guarantors will be entitled to requisition and draw all of the undisbursed Loan proceeds intended to be used for the construction of the Improvements pursuant to the Project Budget (but not in excess of the committed amount of the Loan), together with any Borrower's Deposit then being held by Agent. Agent shall disburse such funds for the purpose of, and to the extent necessary for, performance of the Completion Obligations, provided that: (i) Guarantors shall be performing the Completion Obligations or causing the performance of the same with due diligence; (ii) Guarantors shall have made all required deposits into the Borrower's Deposit and all other deposits required under the Loan Agreement; (iii) all disbursements of Loan proceeds to the Guarantors shall be secured by the Company Loan Documents with the same priority as all previous advances of Loan proceeds to Borrower; (iv) Guarantors shall have cured all dutiescontinuing Events of Default, agreementsprovided, covenants that Guarantor shall have an additional period of time as reasonably necessary to complete the Improvements, not to exceed 120 days from the Completion Date, subject to Force Majeure Events as provided in the Loan Agreement, provided that Guarantors diligently perform the Completion Obligations; provided, however, that the Guarantors shall not be required to cure any non-monetary Event of Default which is personal to Borrower and obligations therefore not susceptible to cure by the Guarantors; and (v) the Guarantors shall otherwise comply with the provisions of the Company contained in Loan Agreement concerning the Note Purchase Agreement and the Notes. All performance of the obligations set forth in clause (a) Completion Obligations including the requirements for Advance Requests and clause (b) disbursement of this Section 2.1 are referred to herein as proceeds of the “Guaranteed ObligationsLoan.”

Guaranteed Obligations. The GuarantorGuarantor hereby absolutely, in consideration irrevocably and unconditionally guarantees to Administrative Agent for the benefit of Lenders the payment and/or performance, as applicable, of the execution and delivery of the Note Purchase Agreement and the purchase of the Notes by the Purchasers, hereby irrevocably, unconditionally and absolutely guarantees, on a continuing basis, to each Noteholder as and for the Guarantor’s own debt, until final and indefeasible payment of the amounts referred to in clause (a) below has been madefollowing: (a) the due performance and punctual payment by the Company completion of all of the principal ofPermitted Alterations, which such work shall be completed, in all material respects, in accordance with (x) the applicable terms and conditions of the Make-Whole Amount Loan Agreement, (y) the plans, specifications and budget for the Permitted Alterations delivered to and, if anyapplicable, approved by, Administrative Agent, in each case in accordance with Section 4.21 of the Loan Agreement and (z) and interest on, applicable Legal Requirements (the Notes at any time outstanding and “Work”); (b) the due and punctual payment of all other amounts payablecosts associated with the Work, and all other Indebtedness owing, by the Company to the Noteholders under the Note Purchase Agreement and the Notes (including, without limitation, any monetary obligations incurred during all building and project costs and other out-of-pocket expenses in connection with the pendency completion of any bankruptcythe Work, insolvency, winding-up, receivership or other similar proceeding regardless of whether allowed or allowable in such proceeding including, without limitation, interest accrued on the Notes during any such proceeding), in each case when and as the same shall may become due and payable, whether at maturity, pursuant to mandatory or optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof; it being the intent of the Guarantor that the guarantee set forth herein shall be a continuing guarantee of payment and not a guarantee of collection; and (bc) keeping the punctual Property free and faithful performance, keeping, observanceclear of all liens or claims of liens arising or incurred in connection with the completion of the Work, and fulfillment if any liens should be filed, or should attach, with respect to the Property by the Company of all duties, agreements, covenants and obligations reason of the Company contained in the Note Purchase Agreement and the Notes. All carrying out of the Work, within twenty-five (25) days after obtaining notice thereof (but in any event prior to the date on which the Property or any part thereof or interest therein is or would be in imminent danger of being sold, forfeited, foreclosed, terminated, cancelled or lost), either (A) causing the removal of such liens (which removal may be effectuated by bonding) or (B) procuring an endorsement to the Title Insurance Policy issued with respect to the Property insuring Lender against the consequences of the foreclosure or enforcement of such liens. The obligations and liabilities set forth in clause clauses (a) and clause though (bd) of this Section 2.1 above are collectively referred to herein as the “Guaranteed Obligations.”. Notwithstanding anything to the contrary contained herein, Guarantor shall not be liable for (i) special, consequential or indirect or punitive damaged, except to the extent actually paid to third parties, (ii) any lien or claim of lien arising from any portion of the Permitted Alterations that was commenced following the Trigger Date unless such lien or claim of lien arises from any portion of the Permitted Alteration commenced following the Trigger Date at the direction or with the approval of Original Borrower or its Affiliates, (iii) unless necessary in order to comply with any applicable law, any changes or modifications to the plans, specifications or budget for the Permitted Alterations to be delivered to and, if applicable, approved by Administrative Agent, in each case, pursuant to Section 4.21 of the Loan Agreement made following the Trigger Date, unless such change or modification is made by or at the direction of Original Borrower or its Affiliates and/or (iv) any gross negligence or willful misconduct of Administrative Agent or Lenders. Guarantor hereby acknowledges having received, reviewed and approved a true and complete copy of each of the Loan Documents. As used herein, the following terms shall have the following meaning:

Guaranteed Obligations. The Guarantor, in consideration obligations of the execution and delivery of the Note Purchase Agreement and the purchase of the Notes each Guarantor hereunder shall not be affected by the Purchasers, hereby irrevocably, unconditionally and absolutely guarantees, on a continuing basis, to each Noteholder as and for the Guarantor’s own debt, until final and indefeasible payment of the amounts referred to in clause (a) below has been made: (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Securities or any other agreement or otherwise; (b) any extension or renewal of any Guaranteed Obligations; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or Trustee to exercise any right or remedy against any other Guarantor of the Guaranteed Obligations; or (f) any change in the ownership of such Guarantor, except as provided in Section 11.02(b). Each Guarantor further agrees that its Security Guarantee herein constitutes a Guarantee of payment, performance and compliance when due (and punctual not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the Company failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the principal ofGuaranteed Obligations, and or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the Make-Whole Amount (risk of any Guarantor or would otherwise operate as a discharge of any Guarantor as a matter of law or equity. Each Guarantor further agrees that its Security Guarantee herein shall continue to be effective or be reinstated, as the case may be, if any) and interest on, the Notes at any time outstanding payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the due and punctual payment Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of all other amounts payable, and all other Indebtedness owing, by the Company to pay the Noteholders under the Note Purchase Agreement and the Notes (includingprincipal of or interest, without limitationpremium or Liquidated Damages, if any, on any monetary obligations incurred during the pendency of any bankruptcy, insolvency, winding-up, receivership or other similar proceeding regardless of whether allowed or allowable in such proceeding including, without limitation, interest accrued on the Notes during any such proceeding), in each case Guaranteed Obligation when and as the same shall become due and payabledue, whether at maturity, pursuant to mandatory or optional prepaymentby acceleration, by acceleration redemption or otherwise, all or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in accordance with cash, to the terms and provisions hereof and thereof; it being Holders or the intent Trustee an amount equal to the sum of the Guarantor that the guarantee set forth herein shall be a continuing guarantee of payment and not a guarantee of collection; and (bi) the punctual unpaid principal amount of such Guaranteed Obligations, (ii) accrued and faithful performanceunpaid interest, keepingpremium and Liquidated Damages, observanceif any, on such Guaranteed Obligations (but only to the extent not prohibited by law) and fulfillment by the Company of (iii) all duties, agreements, covenants and obligations other monetary Guaranteed Obligations of the Company contained to the Holders and the Trustee. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article VI for the purposes of any Security Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (y) in the Note Purchase Agreement event of any declaration of acceleration of such Guaranteed Obligations as provided in Article VI, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the Notes. All of the obligations set forth in clause (a) and clause (b) purposes of this Section 2.1 are referred Section. Each Guarantor also agrees to herein as pay any and all costs and expenses (including reasonable attorneys' fees and expenses) Incurred by the “Guaranteed ObligationsTrustee or any Holder in enforcing any rights under this Section.”

Guaranteed Obligations. The Guarantor, in consideration of the execution and delivery of the Note Purchase Agreement and the purchase of the Notes by the Purchasers, Guarantor hereby irrevocably, absolutely unconditionally and absolutely guarantees, on a continuing basis, irrevocably guarantees to each Noteholder as and becomes surety for Landlord and its successors and assigns for the Guarantor’s own debtdue, until final punctual and indefeasible payment of full payment, performance and observance of, and covenants with Landlord to duly, punctually and fully pay and perform, the amounts referred to in clause following (a) below has been made:collectively, the “Guaranteed Obligations”): (a) the due full and punctual payment by the Company of the principal of, and the Make-Whole Amount (if any) and interest on, the Notes at any time outstanding and the due and punctual timely payment of all other amounts payable, Rent and all other Indebtedness owing, by the Company amounts due or to the Noteholders become due to Landlord from Tenant under the Note Purchase Agreement and the Notes (including, without limitation, Lease or any monetary obligations incurred during the pendency of any bankruptcy, insolvency, winding-up, receivership other agreement or other similar proceeding regardless of whether allowed or allowable instrument executed in such proceeding including, without limitation, interest accrued on the Notes during any such proceeding), in each case when and as the same shall become due and payableconnection therewith, whether at maturitynow existing or hereafter arising, pursuant to mandatory contracted or optional prepaymentincurred (collectively, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof; it being the intent of the Guarantor that the guarantee set forth herein shall be a continuing guarantee of payment and not a guarantee of collection“Monetary Obligations”); and (b) the punctual and faithful performance, keeping, observance, and fulfillment by the Company of all dutiescovenants, agreements, covenants terms, obligations and obligations of the Company conditions, undertaking and duties contained in the Note Purchase Agreement Lease to be observed, performed by or imposed by or imposed upon Tenant under the Lease, whether now existing or hereafter arising, contracted or incurred (collectively, the “Performance Obligations”), as and when such payment, performance or observance shall become due (whether by acceleration or otherwise) in accordance with the Notes. All terms of the obligations Lease, which terms are incorporated herein by reference. If for any reason any Monetary Obligation shall not be paid promptly when due, Guarantor shall, immediately upon demand, pay the same to Landlord. If for any reason Tenant shall fail to perform or observe any Performance Obligation, Guarantor shall, immediately upon demand, perform and observe the same or cause the same to be performed or observed. Guarantor acknowledges and agrees that the Monetary Obligations include, without limitation, Rent and other sums accruing and/or becoming due under the Lease following the commencement by or against Tenant of any action under the United States Bankruptcy Code or other similar statute. Guarantor shall pay all Monetary Obligations to Landlord at the address and in the manner set forth in clause (a) and clause (b) of this Section 2.1 are referred to herein the Lease or at such other address as the “Guaranteed ObligationsLandlord shall notify Guarantor in writing.”