Common use of Guarantied Obligations Clause in Contracts

Guarantied Obligations. Each Guarantor, in consideration of the execution and delivery of the Note Purchase Agreement, the purchase of the Notes by the Purchasers and other consideration, hereby irrevocably, unconditionally, absolutely, jointly and severally guarantees, on a continuing basis, to each holder of Notes (each such holder being referred to herein as a "Noteholder" and, collectively, as the "Noteholders"), whether such Note has been issued, is being issued on the date hereof or is hereafter issued in compliance with the provisions of the Note Purchase Agreement, as and for each Guarantor's own debt, until final and indefeasible payment has been made in cash (a) the due and punctual payment of the principal of and accrued and unpaid interest (including, without limitation, interest which otherwise may cease to accrue by operation of any insolvency law, rule, regulation or interpretation thereof) and Make-Whole Amount, if any, and any other fees and expenses, 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, in each case when and as the same shall become due and payable, whether at maturity, pursuant to optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof, including, without limitation, overdue interest, indemnification payments and all reasonable costs and expenses incurred by the Noteholders in connection with enforcing any obligations of the Company under the Note Purchase Agreement and the Notes; it being the intent of each Guarantor that the guaranty set forth herein shall be a continuing guaranty of payment and not a guaranty of collection; and (b) the prompt and complete payment, on demand, of any and all reasonable costs and expenses incurred by the Noteholders in connection with enforcing the obligations of such Guarantor hereunder, including, without limitation, the reasonable fees and disbursements of the Noteholders' special counsel.

Guarantied Obligations. Each Guarantor, in consideration of the execution jointly and delivery of the Note Purchase Agreement, the purchase of the Notes by the Purchasers and other considerationseverally, hereby irrevocably, unconditionally, absolutely, jointly irrevocably and severally guarantees, on a continuing basis, unconditionally guaranties to each holder of Notes (each such holder being referred to herein as a "Noteholder" and, collectively, as the "Noteholders"), whether such Note has been issued, is being issued on the date hereof or is hereafter issued in compliance with the provisions of the Note Purchase AgreementBeneficiaries, as and for each Guarantor's its own debt, until final and indefeasible payment thereof has been made in cash (a) made, the due and punctual payment of the principal of and accrued and unpaid interest (including, without limitation, interest which otherwise may cease to accrue by operation of any insolvency law, rule, regulation or interpretation thereof) and Make-Whole Amount, if any, and any other fees and expenses, 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 NotesGuarantied Obligations, in each case when and as the same shall become due and payable, whether at maturity, pursuant to optional prepaymentby acceleration, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof, including, without limitation, overdue interest, indemnification payments and all reasonable costs and expenses incurred by the Noteholders in connection with enforcing any obligations of the Company under the Note Purchase Agreement and the Notes; it being the intent of each Guarantor that the guaranty set forth herein shall be a continuing guaranty of payment and not a guaranty of collection; and provided, however, that each Guarantor shall be liable under this Guaranty for the maximum amount of such liability that can be incurred without rendering this Guaranty, as it relates to such Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount. Each Guarantor represents and warrants to Beneficiaries that (bi) neither this Guaranty nor any collateral security therefor has been given with an intent to hinder, delay or defraud any creditor of such Guarantor; (ii) such Guarantor is not engaged, or about to engage, in any business or transaction for which its assets (other than those necessary to satisfy its obligations under this Guaranty or those given as collateral security for such obligations) are unreasonably small in relation to the prompt business or transaction, nor does such Guarantor intend to incur, or believe or reasonably should believe that it will incur, debts beyond its ability to pay as they become due; and complete payment(iii) such Guarantor is not insolvent at the time it gives this Guaranty, on demand, and the giving of this Guaranty and any and all reasonable costs and expenses incurred by the Noteholders collateral security provided in connection with enforcing the obligations of herewith will not result in such Guarantor’s becoming insolvent. Each Guarantor hereby covenants and agrees that, as long as this Guaranty remains in effect, such Guarantor hereunder(i) shall incur no indebtedness beyond its ability to repay the same in full in accordance with the terms thereof; and (ii) shall not take any action, includingor suffer to occur any omission, without limitationwhich could give rise to a claim by any third party to set aside this Guaranty or any collateral given in connection herewith, the reasonable fees or in any manner impair Beneficiaries’ rights and disbursements of the Noteholders' special counselprivileges hereunder or thereunder.

Guarantied Obligations. Each Guarantor, in consideration of To induce the execution Administrative Agent and delivery of the Note Purchase Lenders to make loans and grant other financial accommodations to the Borrowers under the Credit Agreement, the purchase of the Notes by the Purchasers and other consideration, each Guarantor hereby irrevocably, unconditionally, absolutely, jointly and severally guaranteesunconditionally, on and irrevocably, guaranties to the Administrative Agent, each Lender and any provider of a continuing basisLender Provided Interest Rate Hedge or any provider of any Other Lender Provided Financial Service Product, to each holder of Notes (each such holder being referred to herein as a "Noteholder" and, collectivelyand becomes surety, as though it was a primary obligor for, the "Noteholders"), whether such Note has been issued, is being issued on the date hereof or is hereafter issued in compliance with the provisions of the Note Purchase Agreement, as and for each Guarantor's own debt, until final and indefeasible payment has been made in cash (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 operation of an automatic stay under the federal bankruptcy code of the principal of and accrued and unpaid interest (including, without limitation, interest which otherwise may cease to accrue by operation United States or any similar Laws of any insolvency law, rule, regulation country or interpretation thereofjurisdiction) and Make-Whole Amount, if any, and any other fees and expenses, 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, in each case when and as the same shall become due and payable, whether at maturity, pursuant to optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereofObligations, including, without limitationlimiting the generality of the foregoing, overdue interestall obligations, indemnification payments liabilities, and all reasonable costs and expenses incurred by indebtedness from time to time of any Borrower or any other Guarantor to the Noteholders Administrative Agent or any of the Lenders or any Affiliate of any Lender under or in connection with enforcing the Credit Agreement or any obligations of other Loan Document, whether for principal, interest, fees, indemnities, expenses, or otherwise, and all renewals, extensions, 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 under the Note Purchase Agreement and the Notes; it being the intent of each Guarantor that the guaranty set forth herein shall be a continuing guaranty of payment and not a guaranty of collection; and (b) the prompt and complete payment, on demand, commencement of any bankruptcy, insolvency, reorganization, or similar proceeding with respect to any Borrower or any Guarantor or which would have arisen or accrued but for the commencement of such proceeding, even if the claim for such obligation, liability, or indebtedness is not enforceable or allowable in such proceeding, and including all reasonable costs Obligations, liabilities, and expenses incurred by the Noteholders Indebtedness arising from any extensions of credit under or in connection with enforcing the obligations any Loan Document from time to time, regardless of whether any such Guarantor hereunder, including, without limitation, the reasonable fees and disbursements extensions of credit are in excess of the Noteholders' special counselamount 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 of the foregoing obligations, liabilities and indebtedness are referred to herein collectively as the "Guarantied Obligations" and each as a "Guarantied Obligation"). Without limitation of the foregoing, any of the Guarantied Obligations shall be and remain Guarantied 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 any portion of their respective rights and obligations under the Loan Documents, or any other Guarantied Obligations, to any other Person. In furtherance of the foregoing, each Guarantor jointly and severally agrees as follows.

Guarantied Obligations. Each Guarantor, in consideration of To induce the execution Administrative Agent and delivery of the Note Purchase Lenders to make loans and grant other financial accommodations to the Borrower under the Credit Agreement, the purchase of the Notes by the Purchasers and other consideration, each Guarantor hereby irrevocably, unconditionally, absolutely, jointly and severally guaranteesunconditionally, on a continuing basisand irrevocably, guaranties to the Administrative Agent and each holder of Notes (each such holder being referred to herein as a "Noteholder" andLender, collectivelyand becomes surety, as though it was a primary obligor for, the "Noteholders")full, strict and indefeasible 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 federal bankruptcy code of the United States or any similar laws of any country or jurisdiction) of: (i) all Obligations, including, without limiting the generality of the foregoing, all obligations, liabilities, and indebtedness from time to time of the Borrower or any other Guarantor to the Administrative Agent or any of the Lenders, under or in connection with the Credit Agreement, any other Loan Document, or any Specified Hedge Agreement or Other Lender Provided Financial Service Product, whether for principal, interest, fees, indemnities, expenses, or otherwise, and all refinancings or refundings thereof, whether such Note has been issuedobligations, is being issued on 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 date hereof commencement of any bankruptcy, insolvency, reorganization, or is hereafter issued in compliance similar proceeding with the provisions respect to any of the Note Purchase Agreement, as and Loan Parties or that would have arisen or accrued but for each Guarantor's own debt, until final and indefeasible payment has been made in cash the commencement of such proceeding (a) the due and punctual payment of the principal of and accrued and unpaid interest (including, including without limitation, interest after default), even if the claim for such obligation, liability or indebtedness is not enforceable or allowable in such proceeding, and including all Obligations, liabilities, and indebtedness arising from any extensions of credit under or in connection with the Loan Documents, or any Specified Hedge Agreement or Other Lender Provided Financial Service Product, from time to time, regardless of whether any such extensions of credit are in excess of the amount committed under or contemplated by the Loan Documents, or any Specified Hedge Agreement or Other Lender Provided Financial Service Product, or are made in circumstances in which otherwise may cease any condition to accrue by operation extension of credit is not satisfied), (ii) any obligation or liability of any insolvency lawof the Loan Parties arising out of overdrafts on deposits or other accounts or out of electronic funds (whether by wire transfer or through automated clearing houses or otherwise) or out of the return unpaid of, ruleor other failure of the Administrative Agent or any Lender to receive final payment for, regulation any check, item, instrument, payment order or interpretation other deposit or credit to a deposit or other account, or out of the Administrative Agent’s or any Lender’s non-receipt of or inability to collect funds or otherwise not being made whole in connection with depository or other similar arrangements, and (iii) any amendments, extensions, renewals and increases of or to any of the foregoing (all of the foregoing obligations, liabilities and indebtedness are referred to herein collectively as the “Guarantied Obligations” and each as a “Guarantied Obligation”). Without limitation of the foregoing, any of the Guarantied Obligations shall be and remain Guarantied 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 assigns or otherwise transfers all or any portion of their respective rights and Make-Whole Amountobligations under the Loan Documents, if any, and or any other fees and expensesGuarantied Obligations, on to any other Person as provided by the Notes at any time outstanding and the due and punctual payment of all other amounts payable, and all other indebtedness owingLoan Documents, by the Company to the Noteholders under the Note Purchase Agreement and the Notes, in each case when and as the same shall become due and payable, whether at maturity, pursuant to optional prepayment, by acceleration Specified Hedge Agreements or otherwise, all in accordance with the terms and provisions hereof and thereof, including, without limitation, overdue interest, indemnification payments and all reasonable costs and expenses incurred by the Noteholders in connection with enforcing any obligations Other Lender Provided Financial Service Products. In furtherance of the Company under the Note Purchase Agreement and the Notes; it being the intent of foregoing, each Guarantor that the guaranty set forth herein shall be a continuing guaranty of payment jointly and not a guaranty of collection; and (b) the prompt and complete payment, on demand, of any and all reasonable costs and expenses incurred by the Noteholders in connection with enforcing the obligations of such Guarantor hereunder, including, without limitation, the reasonable fees and disbursements of the Noteholders' special counsel.severally agrees as follows:

Guarantied Obligations. Each Guarantor, in consideration of the execution and delivery of the Note Purchase Agreement, the purchase of the Notes by the Purchasers and other consideration, hereby irrevocably, unconditionally, absolutely, jointly and severally guarantees, on a continuing basis, to each holder of Notes (each such holder being referred to herein as a "“Noteholder" ” and, collectively, as the "“Noteholders"”), whether such Note has been issued, is being issued on the date hereof or is hereafter issued in compliance with the provisions of the Note Purchase Agreement, as and for each Guarantor's ’s own debt, until final and indefeasible payment has been made in cash (a) the due and punctual payment of the principal of and accrued and unpaid interest (including, without limitation, interest which otherwise may cease to accrue by operation of any insolvency law, rule, regulation or interpretation thereof) and Make-Whole Amount, if any, and any other fees and expenses, 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, in each case when and as the same shall become due and payable, whether at maturity, pursuant to optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof, including, without limitation, overdue interest, indemnification payments and all reasonable costs and expenses incurred by the Noteholders in connection with enforcing any obligations of the Company under the Note Purchase Agreement and the Notes; it being the intent of each Guarantor that the guaranty set forth herein shall be a continuing guaranty of payment and not a guaranty of collection; and (b) the prompt and complete payment, on demand, of any and all reasonable costs and expenses incurred by the Noteholders in connection with enforcing the obligations of such Guarantor hereunder, including, without limitation, the reasonable fees and disbursements of the Noteholders' ’ special counsel.

Guarantied Obligations. Each Guarantor, in consideration of the execution jointly and delivery of the Note Purchase Agreement, the purchase of the Notes by the Purchasers and other considerationseverally, hereby irrevocably, unconditionally, absolutely, jointly irrevocably and severally guarantees, on a continuing basis, unconditionally guaranties to each holder of Notes (each such holder being referred to herein as a "Noteholder" and, collectively, as the "Noteholders"), whether such Note has been issued, is being issued on the date hereof or is hereafter issued in compliance with the provisions of the Note Purchase AgreementBeneficiaries, as and for each Guarantor's its own debt, until final and indefeasible payment thereof has been made in cash (a) made, the due and punctual payment of the principal of and accrued and unpaid interest (including, without limitation, interest which otherwise may cease to accrue by operation of any insolvency law, rule, regulation or interpretation thereof) and Make-Whole Amount, if any, and any other fees and expenses, 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 NotesGuarantied Obligations, in each case when and as the same shall become due and payable, whether at maturity, pursuant to optional prepaymentby acceleration, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof, including, without limitation, overdue interest, indemnification payments and all reasonable costs and expenses incurred by the Noteholders in connection with enforcing any obligations of the Company under the Note Purchase Agreement and the Notes; it being the intent of each Guarantor that the guaranty set forth herein shall be a continuing guaranty of payment and not a guaranty of collection; and (b) provided, however, that each Guarantor shall be liable under this Guaranty for the prompt and complete payment, on demand, of any and all reasonable costs and expenses incurred by the Noteholders in connection with enforcing the obligations maximum amount of such liability that can be incurred without rendering this Guaranty, as it relates to such Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount. Each Guarantor hereunderrepresents and warrants to Beneficiaries that (i) this Guaranty has not been given with an intent to hinder, includingdelay or defraud any creditor of such Guarantor; (ii) such Guarantor is not engaged, without limitationor about to engage, in any business or transaction for which its assets (other than those necessary to satisfy its obligations under this Guaranty) are unreasonably small in relation to the reasonable fees business or transaction, nor does such Guarantor intend to incur, or believe or reasonably should believe that it will incur, debts beyond its ability to pay as they become due; and disbursements (iii) such Guarantor is not insolvent at the time it gives this Guaranty, and the giving of this Guaranty will not result in such Guarantor’s becoming insolvent. Each Guarantor hereby covenants and agrees that, as long as this Guaranty remains in effect, such Guarantor (i) shall incur no indebtedness beyond its ability to repay the Noteholders' special counselsame in full in accordance with the terms thereof; and (ii) shall not take any action, or suffer to occur any omission, which could give rise to a claim by any third party to set aside this Guaranty, or in any manner impair Beneficiaries’ rights and privileges hereunder or thereunder.

Guarantied Obligations. Each Guarantor, in consideration of To induce the execution Paying Agent and delivery of the Note Purchase Lenders to make loans and grant other financial accommodations to the Borrower under the Credit Agreement, the purchase of the Notes by the Purchasers and other consideration, each Guarantor hereby irrevocably, unconditionally, absolutely, jointly and severally guaranteesunconditionally, on a continuing basisand irrevocably, guaranties to the Paying Agent and each holder of Notes (each such holder being referred to herein as a "Noteholder" andLender, collectivelyand becomes surety, as though it was a primary obligor for, the "Noteholders")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 federal bankruptcy code of the United States or any similar laws of any country or jurisdiction) of: (i) the payment and performance of all Obligations, including, without limiting the generality of the foregoing, all obligations, liabilities, and indebtedness from time to time of the Borrower or any other Guarantor to the Paying Agent or any of the Lenders under or in connection with the Credit Agreement or any other Loan Document or any Specified Swap Agreement, whether for principal, interest, fees, indemnities, expenses, or otherwise, and all refinancings or refundings thereof, whether such Note has been issuedobligations, is being issued on 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 date hereof commencement of any bankruptcy, insolvency, reorganization, or is hereafter issued in compliance similar proceeding with the provisions respect to any of the Note Purchase Agreement, as and Loan Parties or that would have arisen or accrued but for each Guarantor's own debt, until final and indefeasible payment has been made in cash the commencement of such proceeding (a) the due and punctual payment of the principal of and accrued and unpaid interest (including, including without limitation, interest which otherwise may cease to accrue by operation of any insolvency lawafter default), ruleeven if the claim for such obligation, regulation liability or interpretation thereof) and Make-Whole Amount, if anyindebtedness is not enforceable or allowable in such proceeding, and any other fees and expensesincluding all Obligations, on the Notes at any time outstanding and the due and punctual payment of all other amounts payableliabilities, and all other indebtedness owing, by the Company to the Noteholders arising from any extensions of credit under the Note Purchase Agreement and the Notes, in each case when and as the same shall become due and payable, whether at maturity, pursuant to optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof, including, without limitation, overdue interest, indemnification payments and all reasonable costs and expenses incurred by the Noteholders in connection with enforcing the Loan Documents or any obligations Specified Swap Agreement from time to time, regardless of whether any such extensions of credit are in excess of the Company amount committed under or contemplated by the Note Purchase Loan Documents or any Specified Swap Agreement and the Notes; it being the intent or are made in circumstances in which any condition to extension of each Guarantor that the guaranty set forth herein shall be a continuing guaranty of payment and credit is not a guaranty of collection; and satisfied), (bii) the prompt and complete payment, on demand, any obligation or liability of any and all reasonable costs and expenses incurred of the Loan Parties arising out of overdrafts on deposits or other accounts or out of electronic funds (whether by wire transfer or through automated clearing houses or otherwise) or out of the Noteholders return unpaid of, or other failure of the Paying Agent or any Lender to receive final payment for, any check, item, instrument, payment order or other deposit or credit to a deposit or other account, or out of the Paying Agent’s or any Lender’s non-receipt of or inability to collect funds or otherwise not being made whole in connection with enforcing the obligations depository or other similar arrangements, and (iii) any amendments, extensions, renewals and increases of such Guarantor hereunder, including, without limitation, the reasonable fees and disbursements or to any of the Noteholders' special counsel.foregoing (all of the foregoing obligations, liabilities and indebtedness are referred to herein collectively as the “Guarantied Obligations” and each as a “Guarantied Obligation”). Without limitation of the foregoing, any of the Guarantied Obligations shall be and remain Guarantied Obligations entitled to the benefit of this Guaranty if the Paying Agent or any of the Lenders (or any one or more assignees or transferees thereof) from time to time assign or otherwise transfer all or any portion of their respective rights and obligations under the Loan Documents, or any other Guarantied Obligations, to any other Person as provided by the Loan Documents or by the Specified Swap Agreements. In furtherance of the foregoing, each Guarantor jointly and severally agrees as follows:

Guarantied Obligations. Each Guarantor, in consideration of To induce the execution Agent and delivery of the Note Purchase Lenders to make loans and grant other financial accommodations to the Borrower under the Credit Agreement, the purchase of the Notes by the Purchasers and other consideration, each Guarantor hereby irrevocably, unconditionally, absolutely, jointly and severally guaranteesunconditionally, and irrevocably, guaranties to the Agent, each Lender and any Lender Provided Interest Rate Hedge (an “IRH Provider”); and becomes surety, as though it was a primary obligor for, the full and punctual payment and performance when due (whether on a continuing basisdemand, 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 federal bankruptcy code of the United States or any similar laws of any country or jurisdiction) of all Obligations of the Borrower or any other Guarantor to each holder the Agent or any of Notes the Lenders or any Affiliate of any Lender under or in connection with the Credit Agreement or any other Loan Document, whether for principal, interest, 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 (each and including obligations, liabilities, and indebtedness arising or accruing after the commencement of any bankruptcy, insolvency, reorganization, or similar proceeding with respect to the Borrower or any Guarantor or which would have arisen or accrued but for the commencement of such holder being proceeding, even if the claim for such obligation, liability, or indebtedness is not enforceable or allowable in such proceeding, and including all Obligations, regardless of whether any such extensions of credit 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 of the foregoing obligations, liabilities and indebtedness are referred to herein collectively as the “Guarantied Obligations” and each as a "Noteholder" and, collectively, as the "Noteholders"“Guarantied Obligation”), whether such Note has been issued, is being issued on the date hereof or is hereafter issued in compliance with the provisions . Without limitation of the Note Purchase Agreementforegoing, as and for each Guarantor's own debt, until final and indefeasible payment has been made in cash (a) the due and punctual payment any of the principal Guarantied Obligations shall be and remain Guarantied Obligations entitled to the benefit of and accrued and unpaid interest this Guaranty if the Agent or any of the Lenders (including, without limitation, interest which otherwise may cease to accrue by operation of or any insolvency law, rule, regulation one or interpretation more assignees or transferees thereof) from time to time assign or otherwise transfer all or any portion of their respective rights and Make-Whole Amountobligations under the Loan Documents, if any, and or any other fees and expensesGuarantied Obligations, on the Notes at to 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, in each case when and as the same shall become due and payable, whether at maturity, pursuant to optional prepayment, by acceleration or otherwise, all Person in accordance with the terms and provisions hereof and thereof, including, without limitation, overdue interest, indemnification payments and all reasonable costs and expenses incurred by the Noteholders in connection with enforcing any obligations of the Company under Credit Agreement. In furtherance of the Note Purchase Agreement and the Notes; it being the intent of foregoing, each Guarantor that the guaranty set forth herein shall be a continuing guaranty of payment jointly and not a guaranty of collection; and (b) the prompt and complete payment, on demand, of any and all reasonable costs and expenses incurred by the Noteholders in connection with enforcing the obligations of such Guarantor hereunder, including, without limitation, the reasonable fees and disbursements of the Noteholders' special counselseverally agrees as follows.

Guarantied Obligations. Each Guarantor, in consideration of To induce the execution Secured Parties to make loans and delivery of grant other financial accommodations to the Note Purchase Borrower under the Credit Agreement, the purchase Specified Swap Agreements and the Other Lender Provided Financial Service Products, each Guarantor hereby jointly and severally, unconditionally and irrevocably guaranties to each Secured Party, and becomes surety as though it was a primary obligor for, the full, strict and indefeasible payment in cash 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 federal bankruptcy code of the Notes by United States or any similar laws of any country or jurisdiction) of: (i) all Obligations, including, without limiting the Purchasers generality of the foregoing, all obligations, liabilities, and indebtedness from time to time of the Borrower or any other considerationGuarantor to any of the Secured Parties, hereby irrevocablyunder or in connection with the Credit Agreement, unconditionallyany other Loan Document or any Specified Swap Agreement or Other Lender Provided Financial Service Product, absolutelywhether for principal, jointly interest, fees, indemnities, expenses, or otherwise, and severally guarantees, on a continuing basis, to each holder of Notes (each such holder being referred to herein as a "Noteholder" and, collectively, as the "Noteholders")all Refinancings thereof, whether such Note has been issuedobligations, is being issued on 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 date hereof or is hereafter issued in compliance commencement of any Insolvency Proceeding with the provisions respect to any of the Note Purchase Agreement, as and Loan Parties or that would have arisen or accrued but for each Guarantor's own debt, until final and indefeasible payment has been made in cash (a) the due and punctual payment commencement of the principal of and accrued and unpaid interest such proceeding (including, without limitation, interest after default), even if the claim for such obligation, liability or indebtedness is not enforceable or allowable in such proceeding, and including all Obligations, liabilities, and indebtedness arising from any extensions of credit under or in connection with the Loan Documents or any Specified Swap Agreement or Other Lender Provided Financial Service Product, from time to time, regardless of whether any such extensions of credit are in excess of the amount committed under or contemplated by the Loan Documents, any Specified Swap Agreement or Other Lender Provided Financial Service Product, or are made in circumstances in which otherwise may cease any condition to accrue by operation extension of credit is not satisfied), (ii) any obligation or liability of any insolvency lawof the Loan Parties arising out of overdrafts on deposits or other accounts or out of electronic funds (whether by wire transfer or through automated clearing houses or otherwise) or out of the return unpaid of, ruleor other failure of any Secured Party to receive final payment for, regulation any check, item, instrument, payment order or interpretation other deposit or credit to a deposit or other account, or out of any Secured Party’s non-receipt of or inability to collect funds or otherwise not being made whole in connection with depository or other similar arrangements, and (iii) any amendments, extensions, renewals and increases of or to any of the foregoing (all of the foregoing obligations, liabilities and indebtedness, subject to the proviso in this sentence, are referred to herein collectively as the “Guarantied Obligations” and each as a “Guarantied Obligation”); it being understood that the Guarantied Obligations of the Borrower shall include only the Guarantied Obligations of the other Loan Parties; provided that, with respect to each Guarantor that is not a Qualified ECP Loan Party, the Guarantied Obligations shall exclude any Excluded Swap Obligations. Without limitation of the foregoing, any of the Guarantied Obligations shall be and remain Guarantied Obligations entitled to the benefit of this Guaranty if any of the Secured Parties (or any one or more assignees or transferees thereof) from time to time assigns or otherwise transfers all or any portion of their respective rights and Make-Whole Amountobligations under the Loan Documents, if any, and or any other fees and expensesGuarantied Obligations, on to any other Person as provided by the Notes at any time outstanding and the due and punctual payment of all other amounts payable, and all other indebtedness owingLoan Documents, by the Company to the Noteholders under the Note Purchase Agreement and the Notes, in each case when and as the same shall become due and payable, whether at maturity, pursuant to optional prepayment, by acceleration Specified Swap Agreements or otherwise, all in accordance with the terms and provisions hereof and thereof, including, without limitation, overdue interest, indemnification payments and all reasonable costs and expenses incurred by the Noteholders in connection with enforcing any obligations Other Lender Provided Financial Service Products. In furtherance of the Company under the Note Purchase Agreement and the Notes; it being the intent of foregoing, each Guarantor that the guaranty set forth herein shall be a continuing guaranty of payment jointly and not a guaranty of collection; and (b) the prompt and complete payment, on demand, of any and all reasonable costs and expenses incurred by the Noteholders in connection with enforcing the obligations of such Guarantor hereunder, including, without limitation, the reasonable fees and disbursements of the Noteholders' special counsel.severally agrees as follows:

Guarantied Obligations. Each Guarantor, in consideration of To induce the execution Administrative Agent and delivery of the Note Purchase Lenders to make loans and grant other financial accommodations to the Borrower under the Credit Agreement, the purchase of the Notes by the Purchasers and other consideration, each Guarantor hereby irrevocably, unconditionally, absolutely, jointly and severally guaranteesunconditionally, on a continuing basisand irrevocably, guaranties to the Administrative Agent and each holder of Notes (each such holder being referred to herein as a "Noteholder" andLender, collectivelyand becomes surety, as though it was a primary obligor for, the "Noteholders")full, strict and indefeasible 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 federal bankruptcy code of the United States or any similar laws of any country or jurisdiction) of: (i) all Obligations, including, without limiting the generality of the foregoing, all obligations, liabilities, and indebtedness from time to time of the Borrower or any other Guarantor to the Administrative Agent or any of the Lenders, under or in connection with the Credit Agreement, any other Loan Document or any Specified Swap Agreement or Other Lender Provided Financial Service Product, whether for principal, interest, fees, indemnities, expenses, or otherwise, and all refinancings or refundings thereof, whether such Note has been issuedobligations, is being issued on 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 date hereof commencement of any bankruptcy, insolvency, reorganization, or is hereafter issued in compliance similar proceeding with the provisions respect to any of the Note Purchase Agreement, as and Loan Parties or that would have arisen or accrued but for each Guarantor's own debt, until final and indefeasible payment has been made in cash the commencement of such proceeding (a) the due and punctual payment of the principal of and accrued and unpaid interest (including, including without limitation, interest after default), even if the claim for such obligation, liability or indebtedness is not enforceable or allowable in such proceeding, and including all Obligations, liabilities, and indebtedness arising from any extensions of credit under or in connection with the Loan Documents, or any Specified Swap Agreement or Other Lender Provided Financial Service Product, from time to time, regardless of whether any such extensions of credit are in excess of the amount committed under or contemplated by the Loan Documents, or any Specified Swap Agreement or Other Lender Provided Financial Service Product, or are made in circumstances in which otherwise may cease any condition to accrue by operation extension of credit is not satisfied), (ii) any obligation or liability of any insolvency lawof the Loan Parties arising out of overdrafts on deposits or other accounts or out of electronic funds (whether by wire transfer or through automated clearing houses or otherwise) or out of the return unpaid of, ruleor other failure of the Administrative Agent or any Lender to receive final payment for, regulation any check, item, instrument, payment order or interpretation other deposit or credit to a deposit or other account, or out of the Administrative Agent’s or any Lender’s non-receipt of or inability to collect funds or otherwise not being made whole in connection with depository or other similar arrangements, and (iii) any amendments, extensions, renewals and increases of or to any of the foregoing (all of the foregoing obligations, liabilities and indebtedness are referred to herein collectively as the “Guarantied Obligations” and each as a “Guarantied Obligation”). Without limitation of the foregoing, any of the Guarantied Obligations shall be and remain Guarantied 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 assigns or otherwise transfers all or any portion of their respective rights and Make-Whole Amountobligations under the Loan Documents, if any, and or any other fees and expensesGuarantied Obligations, on to any other Person as provided by the Notes at any time outstanding and the due and punctual payment of all other amounts payable, and all other indebtedness owingLoan Documents, by the Company to the Noteholders under the Note Purchase Agreement and the Notes, in each case when and as the same shall become due and payable, whether at maturity, pursuant to optional prepayment, by acceleration Specified Swap Agreements or otherwise, all in accordance with the terms and provisions hereof and thereof, including, without limitation, overdue interest, indemnification payments and all reasonable costs and expenses incurred by the Noteholders in connection with enforcing any obligations Other Lender Provided Financial Service Products. In furtherance of the Company under the Note Purchase Agreement and the Notes; it being the intent of foregoing, each Guarantor that the guaranty set forth herein shall be a continuing guaranty of payment jointly and not a guaranty of collection; and (b) the prompt and complete payment, on demand, of any and all reasonable costs and expenses incurred by the Noteholders in connection with enforcing the obligations of such Guarantor hereunder, including, without limitation, the reasonable fees and disbursements of the Noteholders' special counsel.severally agrees as follows:

Guarantied Obligations. Each Guarantor, in consideration of To induce the execution Administrative Agent and delivery of the Note Purchase Term Lenders to make loans and grant other financial accommodations to the Term Borrowers under the Credit Agreement, the purchase of the Notes by the Purchasers and other consideration, each Term Guarantor hereby irrevocably, unconditionally, absolutely, jointly and severally guaranteesunconditionally, on and irrevocably, guaranties to the Administrative Agent, each Term Lender and any provider of a continuing basis, to each holder Lender Provided Interest Rate Hedge or any provider of Notes (each such holder being referred to herein as a "Noteholder" and, collectivelyOther Lender Provided Financial Services Products; and becomes surety, as though it was a primary obligor for, the "Noteholders"), whether such Note has been issued, is being issued on the date hereof or is hereafter issued in compliance with the provisions of the Note Purchase Agreement, as and for each Guarantor's own debt, until final and indefeasible payment has been made in cash (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 operation of an automatic stay under the federal bankruptcy code of the principal of and accrued and unpaid interest (including, without limitation, interest which otherwise may cease to accrue by operation United States or any similar Laws of any insolvency law, rule, regulation country or interpretation thereofjurisdiction) and Make-Whole Amount, if any, and any other fees and expenses, on the Notes at any time outstanding and the due and punctual payment of all other amounts payable, and all other indebtedness owing, by Obligations of the Company to the Noteholders under the Note Purchase Agreement and the Notes, in each case when and as the same shall become due and payable, whether at maturity, pursuant to optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereofTerm Borrowers, including, without limitationlimiting the generality of the foregoing, overdue interestall obligations, indemnification payments liabilities, and all reasonable costs and expenses incurred by indebtedness from time to time of the Noteholders Term Borrowers or any other Term Guarantor to the Administrative Agent or any of the Term Lenders or any Affiliate of any Term Lender under or in connection with enforcing the Credit Agreement or any obligations other Loan Document, whether for principal, interest, fees, indemnities, expenses, or otherwise, and all renewals, extensions, amendments, 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 commencement of any bankruptcy, insolvency, reorganization, or similar proceeding with respect to the Term Borrowers or any Term Guarantor or which would have arisen or accrued but for the commencement of such proceeding, even if the claim for such obligation, liability, or indebtedness is not enforceable or allowable in such proceeding, and including all Obligations, liabilities, and Indebtedness of the Company Term Borrowers arising from any extensions of credit under the Note Purchase Agreement and the Notes; it being the intent of each Guarantor that the guaranty set forth herein shall be a continuing guaranty of payment and not a guaranty of collection; and (b) the prompt and complete payment, on demand, of any and all reasonable costs and expenses incurred by the Noteholders or in connection with enforcing the obligations any Loan Document from time to time, regardless of whether any such Guarantor hereunder, including, without limitation, the reasonable fees and disbursements extensions of credit are in excess of the Noteholders' special counselamount 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 of the foregoing obligations, liabilities and indebtedness are referred to herein collectively as the “Guarantied Obligations” and each as a “Guarantied Obligation”). Without limitation of the foregoing, any of the Guarantied Obligations shall be and remain Guarantied Obligations entitled to the benefit of this Guaranty if the Administrative Agent or any of the Term Lenders (or any one or more assignees or transferees thereof) from time to time assign or otherwise transfer all or any portion of their respective rights and obligations under the Loan Documents, or any other Guarantied Obligations, to any other Person. In furtherance of the foregoing, each Term Guarantor jointly and severally agrees as follows.

Guarantied Obligations. (a) Each Guarantor, in consideration of the execution jointly and delivery of the Note Purchase Agreement, the purchase of the Notes by the Purchasers and other considerationseverally, hereby irrevocably, unconditionally, absolutely, jointly irrevocably and severally guarantees, on a continuing basis, unconditionally guaranties to each holder of Notes (each such holder being referred to herein as a "Noteholder" and, collectively, as the "Noteholders"), whether such Note has been issued, is being issued on the date hereof or is hereafter issued in compliance with the provisions of the Note Purchase AgreementBeneficiaries, as and for each Guarantor's its own debt, until final and indefeasible payment thereof has been made in cash (a) made, the due and punctual payment of the principal of and accrued and unpaid interest (including, without limitation, interest which otherwise may cease to accrue by operation of any insolvency law, rule, regulation or interpretation thereof) and Make-Whole Amount, if any, and any other fees and expenses, 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 NotesGuarantied Obligations, in each case case, when and as the same shall become due and payable, whether at maturity, pursuant to optional prepaymentby acceleration, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof, including, without limitation, overdue interest, indemnification payments and all reasonable costs and expenses incurred by the Noteholders in connection with enforcing any obligations of the Company under the Note Purchase Agreement and the Notes; it being the intent of each Guarantor that the guaranty set forth herein shall be a continuing guaranty of payment and not a guaranty of collection; andprovided, however, that each Guarantor shall be liable under this Guaranty for the maximum amount of such liability that can be incurred without rendering this Guaranty, as it relates to such Guarantor, voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount. (b) Each Guarantor hereby agrees that to the prompt and complete payment, on demand, extent that a Guarantor shall have paid more than its proportionate share of any payment made hereunder, such Guarantor shall be entitled to seek and all reasonable costs receive contribution from and expenses against any other Guarantor hereunder which has not paid its proportionate share of such payment. Each Guarantor’s right of contribution shall be subject to the terms and conditions of Section 6. The provisions of this Section 2(b) shall in no respect limit the obligations and liabilities of any Guarantor to the Collateral Agent and the other Secured Parties, and each Guarantor shall remain liable to the Collateral Agent and the other Secured Parties for the full amount guaranteed by such Guarantor hereunder. (c) For purposes of this Guaranty, the term “Guarantor” as applied to the Borrower or any other Guarantor shall refer to the Borrower or such other Guarantor as a guarantor of Indebtedness incurred by the Noteholders Borrower, another Guarantor or another Restricted Subsidiary, and not Indebtedness directly incurred by such Guarantor, in its capacity as Borrower or otherwise. (d) Each Guarantor represents and warrants to the Beneficiaries that (i) neither this Guaranty nor any collateral security therefor has been given with an intent to hinder, delay or defraud any creditor of such Guarantor; (ii) such Guarantor is not engaged, or about to engage, in any business or transaction for which its assets (other than those necessary to satisfy its obligations under this Guaranty or those given as collateral security for such obligations) are unreasonably small in relation to the business or transaction, nor does such Guarantor intend to incur, or believe or reasonably should believe that it will incur, debts beyond its ability to pay as they become due; and (iii) such Guarantor is not insolvent at the time it gives this Guaranty, and the giving of this Guaranty and any collateral security provided in connection herewith will not result in such Guarantor’s becoming insolvent. Each Guarantor hereby covenants and agrees that, as long as this Guaranty remains in effect, such Guarantor (A) shall incur no indebtedness beyond its ability to repay the same in full in accordance with enforcing the terms thereof and (B) shall not take any action, or suffer to occur any omission, which could give rise to a claim by any third party to set aside this Guaranty or any collateral given in connection herewith, or in any manner impair the Beneficiaries’ rights and privileges hereunder or thereunder. (e) Each Qualified ECP Guarantor hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide funds or other support to each other Loan Party as may be needed by such Loan Party from time to time to honor all of its Obligations in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 2 voidable under any applicable fraudulent transfer or conveyance act). The obligations and undertakings of each Qualified ECP Guarantor under this Section 2 shall remain in full force and effect until the Guarantied Obligations shall have been paid in full and the Commitments shall have been terminated and all Letters of Credit shall have expired or been terminated or canceled. Each Qualified ECP Guarantor intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support or other agreement” for the benefit of, each other Loan Party for all purposes of such Guarantor hereunder, including, without limitation, the reasonable fees and disbursements Section 1a(18)(A)(v)(II) of the Noteholders' special counselCommodity Exchange Act.

Guarantied Obligations. Each Guarantor, in consideration of the execution and delivery of the Note Purchase Agreement, the purchase of the Notes by the Purchasers and other consideration, hereby irrevocably, unconditionally, absolutely, jointly and severally guarantees, on a continuing basis, guarantees to each holder of Notes (each such holder being referred to herein as a "Noteholder" and, collectively, as the "Noteholders"), whether such Note has been issued, is being issued on the date hereof or is hereafter issued in compliance with the provisions of the Note Purchase Agreement, as and for each such Guarantor's own debt, until final and indefeasible payment has been made in cash: (a) the due and punctual payment of the principal of and accrued and unpaid interest (including, without limitation, interest which otherwise may cease to accrue by operation of any insolvency law, rule, regulation or interpretation thereof) and Make-Whole Amount, if any, and any other fees and expenses, Amount on the Notes at any time outstanding and the due and punctual payment of all other amounts payable, and all other indebtedness owing, by obligations of the Company to the Noteholders under the Note Purchase Agreement Agreement, the Notes and the Notes, in each case other Financing Documents when and as the same shall become due and payabledue, whether at maturity, pursuant to by mandatory or optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof, including, without limitation, overdue interest, indemnification payments and all reasonable costs and expenses incurred by the Noteholders and the Trustee in connection with enforcing any obligations of the Company under the Note Purchase Agreement Agreement, the Notes and the Notes; it being other Financing Documents, including, without limitation, the intent reasonable fees and disbursements of each Guarantor that Noteholders' special counsel; (b) the guaranty set forth herein shall 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 Notes and the other Financing Documents to be a continuing guaranty performed or observed on the part of payment and not a guaranty of collectionthe Company; and (bc) the prompt and complete payment, on demand, of any and all reasonable costs and expenses incurred by the Noteholders in connection with enforcing the obligations of such Guarantor hereunder, including, without limitation, the reasonable fees and disbursements of the Noteholders' special counsel. All of the obligations set forth in clauses (a), (b) and (c) of this Section 2.1 are referred to herein as the "GUARANTIED OBLIGATIONS" and the guaranty thereof contained herein is a primary, original and immediate obligation of each Guarantor and 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 of the Guarantied Obligations.

Guarantied Obligations. Each Guarantor, in consideration of To induce the execution Agent and delivery of the Note Purchase Lenders to make loans and grant other financial accommodations to the Borrower under the Credit Agreement, the purchase of the Notes by the Purchasers and other consideration, each Guarantor hereby irrevocably, unconditionally, absolutely, jointly and severally guaranteesunconditionally, and irrevocably, guaranties to the Agent, each Lender, and any provider of an Other Lender Provided Financial Service Product or a Lender Provided Interest Rate Hedge (an “IRH Provider”), and becomes surety, as though it was a primary obligor for, the full and punctual payment and performance when due (whether on a continuing basisdemand, 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 federal bankruptcy code of the United States or any similar laws of any country or jurisdiction) of all Obligations of the Borrower or any other Guarantor to each holder the Agent or any of Notes the Lenders or any Affiliate of any Lender under or in connection with the Credit Agreement or any other Loan Document, whether for principal, interest, 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 (each and including obligations, liabilities, and indebtedness arising or accruing after the commencement of any bankruptcy, insolvency, reorganization, or similar proceeding with respect to the Borrower or any Guarantor or which would have arisen or accrued but for the commencement of such holder being proceeding, even if the claim for such obligation, liability, or indebtedness is not enforceable or allowable in such proceeding, and including all Obligations, regardless of whether any such extensions of credit 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 of the foregoing obligations, liabilities and indebtedness are referred to herein collectively as the “Guarantied Obligations” and each as a "Noteholder" and, collectively, as the "Noteholders"“Guarantied Obligation”), whether such Note has been issued, is being issued on the date hereof or is hereafter issued in compliance with the provisions . Without limitation of the Note Purchase Agreementforegoing, as and for each Guarantor's own debt, until final and indefeasible payment has been made in cash (a) the due and punctual payment any of the principal Guarantied Obligations shall be and remain Guarantied Obligations entitled to the benefit of and accrued and unpaid interest this Guaranty if the Agent or any of the Lenders (including, without limitation, interest which otherwise may cease to accrue by operation of or any insolvency law, rule, regulation one or interpretation more assignees or transferees thereof) from time to time assign or otherwise transfer all or any portion of their respective rights and Make-Whole Amountobligations under the Loan Documents, if any, and or any other fees and expensesGuarantied Obligations, on the Notes at to 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, in each case when and as the same shall become due and payable, whether at maturity, pursuant to optional prepayment, by acceleration or otherwise, all Person in accordance with the terms and provisions hereof and thereof, including, without limitation, overdue interest, indemnification payments and all reasonable costs and expenses incurred by the Noteholders in connection with enforcing any obligations of the Company under Credit Agreement. In furtherance of the Note Purchase Agreement and the Notes; it being the intent of foregoing, each Guarantor that the guaranty set forth herein shall be a continuing guaranty of payment jointly and not a guaranty of collection; and (b) the prompt and complete payment, on demand, of any and all reasonable costs and expenses incurred by the Noteholders in connection with enforcing the obligations of such Guarantor hereunder, including, without limitation, the reasonable fees and disbursements of the Noteholders' special counselseverally agrees as follows.

Guarantied Obligations. Each Subsidiary Guarantor, in consideration of the execution and delivery of the Note Purchase Agreement, Agreement and the purchase of the Notes by the Purchasers and other considerationPurchasers, hereby irrevocably, unconditionally, absolutely, jointly and severally absolutely guarantees, on a joint and several and continuing basisbasis with each other Subsidiary Guarantor, to each holder of Notes (each such holder being referred to herein as a "Noteholder" and, collectively, as the "Noteholders"), whether such Note has been issued, is being issued on the date hereof or is hereafter issued in compliance with the provisions of the Note Purchase Agreement, Noteholder as and for each such Subsidiary Guarantor's ’s own debt, until final and indefeasible payment of the amounts referred to in clause (a) below has been made in cashmade: (a) the due and punctual payment by the Issuers of the principal of of, and accrued interest, and unpaid interest (including, without limitation, interest which otherwise may cease to accrue by operation of any insolvency law, rule, regulation or interpretation thereof) and the Make-Whole Amount, Amount (if any) on, and any other fees and expenses, on the Notes at any time outstanding and the due and punctual payment of all other amounts payable, including, without limitation, all fees and expenses and all other indebtedness owing, Debt owing by the Company Issuers to the Noteholders under the Note Purchase Agreement Agreement, the Notes and the Notesother Financing Documents (including, without limitation, 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, including, without limitation, overdue interest, indemnification payments and all reasonable costs and expenses incurred by the Noteholders in connection with enforcing any obligations of the Company under the Note Purchase Agreement and the Notes; it being the intent of each Subsidiary Guarantor that the guaranty guarantee set forth herein shall be a continuing guaranty guarantee of payment and not a guaranty guarantee of collection; and (b) the prompt punctual and complete paymentfaithful performance, on demandkeeping, of any observance, and all reasonable costs and expenses incurred fulfillment by the Noteholders Issuers of all duties, agreements, covenants and obligations of the Issuers contained in connection with enforcing the Note Purchase Agreement, the Notes and the other Financing Documents. All of the obligations set forth in clause (a) and clause (b) of such Guarantor hereunder, including, without limitation, this Section 2.1 are referred to herein as the reasonable fees and disbursements of the Noteholders' special counsel“Guarantied Obligations”.

Guarantied Obligations. Each Guarantor, in consideration of To induce the execution Administrative Agent and delivery of the Note Purchase Lenders to make loans and grant other financial accommodations to the Borrower under the Credit Agreement, the purchase of the Notes by the Purchasers and other consideration, each Guarantor hereby irrevocably, unconditionally, absolutely, jointly and severally guaranteesunconditionally, on a continuing basisand irrevocably, guaranties to the Administrative Agent and each holder of Notes (each such holder being referred to herein as a "Noteholder" andLender, collectivelyand becomes surety, as though it was a primary obligor for, the "Noteholders")full, strict and indefeasible 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 federal bankruptcy code of the United States or any similar laws of any country or jurisdiction) of: (a) all Obligations, including, without limiting the generality of the foregoing, all obligations, liabilities, and indebtedness from time to time of the Borrower or any other Guarantor to the Administrative Agent or any of the Lenders, under or in connection with the Credit Agreement or any other Loan Document or any Specified Swap Agreement, whether for principal, interest, fees, indemnities, expenses, or otherwise, and all refinancings or refundings thereof, whether such Note has been issuedobligations, is being issued on 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 date hereof commencement of any bankruptcy, insolvency, reorganization, or is hereafter issued in compliance similar proceeding with the provisions respect to any of the Note Purchase Agreement, as and Loan Parties or that would have arisen or accrued but for each Guarantor's own debt, until final and indefeasible payment has been made in cash the commencement of such proceeding (a) the due and punctual payment of the principal of and accrued and unpaid interest (including, including without limitation, interest which otherwise may cease to accrue by operation of any insolvency lawafter default), ruleeven if the claim for such obligation, regulation liability or interpretation thereof) and Make-Whole Amount, if anyindebtedness is not enforceable or allowable in such proceeding, and any other fees and expensesincluding all Obligations, on the Notes at any time outstanding and the due and punctual payment of all other amounts payableliabilities, and all other indebtedness owing, by the Company to the Noteholders arising from any extensions of credit under the Note Purchase Agreement and the Notes, in each case when and as the same shall become due and payable, whether at maturity, pursuant to optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof, including, without limitation, overdue interest, indemnification payments and all reasonable costs and expenses incurred by the Noteholders in connection with enforcing the Loan Documents or any obligations Specified Swap Agreement from time to time, regardless of whether any such extensions of credit are in excess of the Company amount committed under or contemplated by the Note Purchase Loan Documents or any Specified Swap Agreement and the Notes; it being the intent or are made in circumstances in which any condition to extension of each Guarantor that the guaranty set forth herein shall be a continuing guaranty of payment and credit is not a guaranty of collection; and satisfied), (b) the prompt and complete payment, on demand, any obligation or liability of any and all reasonable costs and expenses incurred of the Loan Parties arising out of overdrafts on deposits or other accounts or out of electronic funds (whether by wire transfer or through automated clearing houses or otherwise) or out of the Noteholders return unpaid of, or other failure of the Administrative Agent or any Lender to receive final payment for, any check, item, instrument, payment order or other deposit or credit to a deposit or other account, or out of the Administrative Agent’s or any Lender’s non-receipt of or inability to collect funds or otherwise not being made whole in connection with enforcing the obligations depository or other similar arrangements, and (c) any amendments, extensions, renewals and increases of such Guarantor hereunder, including, without limitation, the reasonable fees and disbursements or to any of the Noteholders' special counsel.foregoing (all of the foregoing obligations, liabilities and indebtedness are referred to herein collectively as the “Guarantied Obligations” and each as a “Guarantied Obligation”). Without limitation of the foregoing, any of the Guarantied Obligations shall be and remain Guarantied 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 assigns or otherwise transfers all or any portion of their respective rights and obligations under the Loan Documents, or any other Guarantied Obligations, to any other Person as provided by the Loan Documents or by the Specified Swap Agreements. In furtherance of the foregoing, each Guarantor jointly and severally agrees as follows:

Guarantied Obligations. Each Guarantor, in consideration of To induce the execution Administrative Agent and delivery of the Note Purchase Revolver Lenders to make loans and grant other financial accommodations to the Revolver Borrowers under the Credit Agreement, the purchase of the Notes by the Purchasers and other consideration, each Revolver Guarantor hereby irrevocably, unconditionally, absolutely, jointly and severally guaranteesunconditionally, on and irrevocably, guaranties to the Administrative Agent, each Revolver Lender and any provider of a continuing basis, to each holder Lender Provided Interest Rate Hedge or any provider of Notes (each such holder being referred to herein as a "Noteholder" and, collectivelyOther Lender Provided Financial Services Products; and becomes surety, as though it was a primary obligor for, the "Noteholders"), whether such Note has been issued, is being issued on the date hereof or is hereafter issued in compliance with the provisions of the Note Purchase Agreement, as and for each Guarantor's own debt, until final and indefeasible payment has been made in cash (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 operation of an automatic stay under the federal bankruptcy code of the principal of and accrued and unpaid interest (including, without limitation, interest which otherwise may cease to accrue by operation United States or any similar Laws of any insolvency law, rule, regulation country or interpretation thereofjurisdiction) and Make-Whole Amount, if any, and any other fees and expenses, on the Notes at any time outstanding and the due and punctual payment of all other amounts payable, and all other indebtedness owing, by Obligations of the Company to the Noteholders under the Note Purchase Agreement and the Notes, in each case when and as the same shall become due and payable, whether at maturity, pursuant to optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereofRevolver Borrowers, including, without limitationlimiting the generality of the foregoing, overdue interestall obligations, indemnification payments liabilities, and all reasonable costs and expenses incurred by indebtedness from time to time of the Noteholders Revolver Borrowers or any other Revolver Guarantor to the Administrative Agent or any of the Revolver Lenders or any Affiliate of any Revolver Lender under or in connection with enforcing the Credit Agreement or any obligations other Loan Document, whether for principal, interest, fees, indemnities, expenses, or otherwise, and all renewals, extensions, amendments, 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 commencement of any bankruptcy, insolvency, reorganization, or similar proceeding with respect to the Revolver Borrowers or any Revolver Guarantor or which would have arisen or accrued but for the commencement of such proceeding, even if the claim for such obligation, liability, or indebtedness is not enforceable or allowable in such proceeding, and including all Obligations, liabilities, and Indebtedness of the Company Revolver Borrowers arising from any extensions of credit under the Note Purchase Agreement and the Notes; it being the intent of each Guarantor that the guaranty set forth herein shall be a continuing guaranty of payment and not a guaranty of collection; and (b) the prompt and complete payment, on demand, of any and all reasonable costs and expenses incurred by the Noteholders or in connection with enforcing the obligations any Loan Document from time to time, regardless of whether any such Guarantor hereunder, including, without limitation, the reasonable fees and disbursements extensions of credit are in excess of the Noteholders' special counselamount 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 of the foregoing obligations, liabilities and indebtedness are referred to herein collectively as the “Guarantied Obligations” and each as a “Guarantied Obligation”). Without limitation of the foregoing, any of the Guarantied Obligations shall be and remain Guarantied Obligations entitled to the benefit of this Guaranty if the Administrative Agent or any of the Revolver Lenders (or any one or more assignees or transferees thereof) from time to time assign or otherwise transfer all or any portion of their respective rights and obligations under the Loan Documents, or any other Guarantied Obligations, to any other Person. In furtherance of the foregoing, each Revolver Guarantor jointly and severally agrees as follows.

Guarantied Obligations. Each Guarantor, in consideration of the execution jointly and delivery of the Note Purchase Agreement, the purchase of the Notes by the Purchasers and other considerationseverally, hereby irrevocably, unconditionally, absolutely, jointly irrevocably and severally guarantees, on a continuing basis, unconditionally guaranties to each holder of Notes (each such holder being referred to herein as a "Noteholder" and, collectively, as the "Noteholders"), whether such Note has been issued, is being issued on the date hereof or is hereafter issued in compliance with the provisions of the Note Purchase AgreementSecured Parties, as and for each Guarantor's its own debt, until final and indefeasible payment thereof has been made in cash (a) the due and punctual payment of the principal of and accrued and unpaid interest (includingmade, without limitation, interest which otherwise may cease to accrue by operation of any insolvency law, rule, regulation or interpretation thereof) and Make-Whole Amount, if any, and any other fees and expenses, on the Notes at any time outstanding and the due and punctual payment of all other amounts payableObligations (collectively, and all other indebtedness owing, by the Company to the Noteholders under the Note Purchase Agreement and the Notes“Guarantied Obligations”), in each case when and as the same shall become due and payable, whether at maturity, pursuant to optional prepaymentby acceleration, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof, including, without limitation, overdue interest, indemnification payments and all reasonable costs and expenses incurred by the Noteholders in connection with enforcing any obligations of the Company under the Note Purchase Agreement and the Notes; it being the intent of each Guarantor that the guaranty set forth herein shall be a continuing guaranty of payment and not a guaranty of collection; and (b) provided, however, that each Guarantor shall be liable under this Guaranty for the prompt and complete payment, on demand, of any and all reasonable costs and expenses incurred by the Noteholders in connection with enforcing the obligations maximum amount of such liability that can be incurred without rendering this Guaranty, as it relates to such Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount. Each Guarantor hereunderrepresents and warrants to Secured Parties that (i) this Guaranty has not been given with an intent to hinder, includingdelay or defraud any creditor of such Guarantor; (ii) such Guarantor is not engaged, without limitationor about to engage, in any business or transaction for which its assets (other than those necessary to satisfy its obligations under this Guaranty) are unreasonably small in relation to the reasonable fees business or transaction, nor does such Guarantor currently intend to incur, or believe or reasonably should believe that it will incur, debts beyond its ability to pay as they become due; and disbursements (iii) such Guarantor is not insolvent at the time it gives this Guaranty, and the giving of this Guaranty will not result in such Guarantor’s becoming insolvent. Each Guarantor hereby covenants and agrees that, as long as this Guaranty remains in effect, such Guarantor (i) shall incur no indebtedness beyond its ability to repay the Noteholders' special counselsame in full in accordance with the terms thereof; and (ii) shall not take any action, or suffer to occur any omission, which could be reasonably likely to give rise to a claim by any third party to set aside this Guaranty, or in any manner materially impair Secured Parties’ rights and privileges hereunder or thereunder.

Guarantied Obligations. Each GuarantorTo induce the Agent, in consideration the Lenders and any Affiliate of any of the execution foregoing that provides any Lender Provided Interest Rate Hedge or any Other Lender Provided Financial Services Product (collectively, together with any provider of any Lender Provided Interest Rate Hedge or any Other Lender Provided Financial Services Product, the “Secured Parties” and delivery of each a “Secured Party”) to make loans and grant other financial accommodations to the Note Purchase Borrowers under the Credit Agreement, the purchase of other Loan Documents, any Lender Provided Interest Rate Hedge and any Other Lender Provided Financial Service Products (collectively, the Notes by the Purchasers “Secured Loan Documents” and other considerationeach a “Secured Loan Document”), each Guarantor hereby irrevocablyjointly and severally, unconditionally, absolutely, jointly and severally guarantees, on a continuing basis, to each holder of Notes (each such holder being referred to herein as a "Noteholder" and, collectively, as irrevocably reconfirms its guaranty under the "Noteholders"), whether such Note has been issued, is being issued on the date hereof or is hereafter issued in compliance with the provisions of the Note Purchase Existing Guaranty Agreement, as and for each Guarantor's own debt, until final and indefeasible payment has been made in cash (a) the due and punctual payment of the principal of and accrued and unpaid interest (including, without limitation, interest which otherwise may cease to accrue by operation of any insolvency law, rule, regulation or interpretation thereof) and Make-Whole Amount, if any, and any other fees guaranties anew to the Secured Parties, and expensesconfirms its status as surety or becomes surety, on as applicable, as though it was a primary obligor for, the Notes at any time outstanding and 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 federal bankruptcy code of the United States or any similar Laws of any country or jurisdiction) of all other amounts payableObligations, now existing or hereafter arising (and including obligations, liabilities, and indebtedness arising or accruing after the commencement of any bankruptcy, insolvency, reorganization, or similar proceeding with respect to any Borrower or any Guarantor or which would have arisen or accrued but for the commencement of such proceeding, even if the claim for such obligation, liability, or indebtedness is not enforceable or allowable in such proceeding, and including all other Obligations, liabilities, and indebtedness owingarising from any extensions of credit under or in connection with the Secured Loan Documents from time to time, regardless whether any such extensions of credit are in excess of the amount committed under or contemplated by the Company Secured Loan Documents or are made in circumstances in which any condition to extension of credit is not satisfied) (herein collectively as the “Guarantied Obligations” and each as a “Guarantied Obligation”). Without limitation of the foregoing, any of the Guarantied Obligations shall be and remain Guarantied Obligations entitled to the Noteholders benefit of this Guaranty if the 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 Note Purchase Agreement and the NotesSecured Loan Documents, or any other Guaranteed Obligations, in each case when and as case, to the same shall become due and payable, whether at maturity, pursuant to optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof, including, without limitation, overdue interest, indemnification payments and all reasonable costs and expenses incurred extent permitted by the Noteholders in connection with enforcing any obligations applicable Secured Loan Documents. In furtherance of the Company under the Note Purchase Agreement and the Notes; it being the intent of foregoing, each Guarantor that the guaranty set forth herein shall be a continuing guaranty of payment jointly and not a guaranty of collection; and (b) the prompt and complete payment, on demand, of any and all reasonable costs and expenses incurred by the Noteholders in connection with enforcing the obligations of such Guarantor hereunder, including, without limitation, the reasonable fees and disbursements of the Noteholders' special counsel.severally agrees as follows:

Guarantied Obligations. Each GuarantorTo induce the Agent and the Banks to make loans and grant other financial accommodations to the Borrower under the Credit Agreement, in consideration each Guarantor hereby unconditionally and irrevocably guaranties to the Agent and each Bank and each Affiliate of each Bank, and becomes surety, as though it was a primary obligor for, the 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 federal bankruptcy code of the execution United States or any similar laws of any country or jurisdiction) of all obligations, liabilities, and delivery indebtedness from time to time of the Note Purchase Agreement, Borrower or any other Guarantor to the purchase Agent or any of the Notes Banks or any Affiliate of any Bank under or in connection with the Credit Agreement or any other Loan Document, whether for principal, interest, 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 commencement of any bankruptcy, insolvency, reorganization, or similar proceeding with respect to the Borrower or any Guarantor or which would have arisen or accrued but for the commencement of such proceeding, even if the claim for such obligation, liability, or indebtedness is not enforceable or allowable in such proceeding, and including all obligations, liabilities, and indebtedness arising from any extensions of credit under or in connection with the Loan Documents from time to time, regardless whether any such extensions of credit are in excess of the amount committed under or contemplated by the Purchasers Loan Documents or are made in circumstances in which any condition to extension of credit is not satisfied) (all of the foregoing obligations, liabilities and indebtedness are referred to herein collectively as the “Guarantied Obligations” and each as a “Guarantied Obligation”). Without limitation of the foregoing, any of the Guarantied Obligations shall be and remain Guarantied Obligations entitled to the benefit of this Guaranty if the Agent or any of the Banks (or any one or more assignees or transferees thereof) from time to time assign or otherwise transfer all or any portion of their respective rights and obligations under the Loan Documents, or any other considerationGuarantied Obligations, hereby irrevocablyto any other Person. In furtherance of the foregoing, unconditionally, absolutely, each Guarantor jointly and severally guarantees, on a continuing basis, to each holder of Notes (each such holder being referred to herein agrees as a "Noteholder" and, collectively, as the "Noteholders"), whether such Note has been issued, is being issued on the date hereof or is hereafter issued in compliance with the provisions of the Note Purchase Agreement, as and for each Guarantor's own debt, until final and indefeasible payment has been made in cash (a) the due and punctual payment of the principal of and accrued and unpaid interest (including, without limitation, interest which otherwise may cease to accrue by operation of any insolvency law, rule, regulation or interpretation thereof) and Make-Whole Amount, if any, and any other fees and expenses, 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, in each case when and as the same shall become due and payable, whether at maturity, pursuant to optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof, including, without limitation, overdue interest, indemnification payments and all reasonable costs and expenses incurred by the Noteholders in connection with enforcing any obligations of the Company under the Note Purchase Agreement and the Notes; it being the intent of each Guarantor that the guaranty set forth herein shall be a continuing guaranty of payment and not a guaranty of collection; and (b) the prompt and complete payment, on demand, of any and all reasonable costs and expenses incurred by the Noteholders in connection with enforcing the obligations of such Guarantor hereunder, including, without limitation, the reasonable fees and disbursements of the Noteholders' special counselfollows.

Guarantied Obligations. Each Guarantor, in consideration of the execution and delivery of the Note Purchase Agreement, the purchase of the Notes by the Purchasers and other consideration, hereby irrevocably, unconditionally, absolutely, jointly and severally guarantees, on a continuing basis, to each holder of Notes (each such holder being referred to herein as a "“Noteholder" ” and, collectively, as the "“Noteholders"”), whether such Note has been issued, is being issued on the date hereof or is hereafter issued in compliance with the provisions of the Note Purchase Agreement, as and for each Guarantor's ’s own debt, until final and indefeasible payment has been made in cash (a) the due and punctual payment of the principal of and accrued and unpaid interest (including, without limitation, interest which otherwise may cease to accrue by operation of any insolvency law, rule, regulation or interpretation thereof) and Make-Whole Amount, if any, and Swap Reimbursement Amount, if any, and any other fees and expenses, 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, in each case when and as the same shall become due and payable, whether at maturity, pursuant to optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof, including, without limitation, overdue interest, indemnification payments and all reasonable costs and expenses incurred by the Noteholders in connection with enforcing any obligations of the Company under the Note Purchase Agreement and the Notes; it being the intent of each Guarantor that the guaranty set forth herein shall be a continuing guaranty of payment and not a guaranty of collection; and (b) the prompt and complete payment, on demand, of any and all reasonable costs and expenses incurred by the Noteholders in connection with enforcing the obligations of such Guarantor hereunder, including, without limitation, the reasonable fees and disbursements of the Noteholders' ’ special counsel.

Guarantied Obligations. Each Guarantor, in consideration The first full paragraph of the execution Guaranty is deleted and delivery the following inserted in lieu thereof: The undersigned Station Casinos, Inc., a Nevada corporation (“Guarantor”), and an affiliate of GV Ranch Station, Inc. (“Station”), a Nevada corporation, hereby irrevocably and unconditionally guarantees the payment and performance (A) by Station pursuant to Section 4.2 of the Note Purchase Operating Agreement, dated March 10, 2000 (the purchase “Agreement”), as amended by the First Amendment to Operating Agreement, dated September 17, 2001, and the Second Amendment to Operating Agreement, dated December 19, 2003 (as amended, the “Agreement”) of Green Valley Ranch Gaming, LLC (the “Company”), to the same extent that Station is bound thereby, (B) by Station and Guarantor of their obligations under the Pledge/Guaranty Documents, (C) by Station to pay any Default Loan and any Default Loan Interest arising from a failure by Station to make a Required Guaranty Payment, (D) by Station of the Notes by Twenty-Five Percent Payment (to the Purchasers and other consideration, hereby irrevocably, unconditionally, absolutely, jointly and severally guarantees, on a continuing basis, to each holder of Notes (each such holder being referred to herein as a "Noteholder" and, collectively, as extent that the "Noteholders"), whether such Note has been issued, same is being issued owing under the Agreement) for the period commencing on the date hereof or is hereafter issued in compliance with on which Station’s payment obligation begins and ending on the provisions earlier to occur of the Note Purchase Agreement, as and for each Guarantor's own debt, until final and indefeasible payment has been made in cash (a) the due and punctual payment of the principal of and accrued and unpaid interest (including, without limitation, interest which otherwise may cease to accrue by operation of any insolvency law, rule, regulation or interpretation thereof) and Make-Whole Amount, if anyone year from such date, and any other fees and expenses, 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, in each case when and as the same shall become due and payable, whether at maturity, pursuant to optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof, including, without limitation, overdue interest, indemnification payments and all reasonable costs and expenses incurred by the Noteholders in connection with enforcing any obligations of the Company under the Note Purchase Agreement and the Notes; it being the intent of each Guarantor that the guaranty set forth herein shall be a continuing guaranty of payment and not a guaranty of collection; and (b) the prompt date on which such payment obligation which Station fails to make in breach of Section 4.2 of the Agreement has been satisfied, and complete payment(E) of all costs (including reasonable attorney’s fees and costs of in-house counsel) incurred in enforcing this Guaranty resulting from a default by Station or Guarantor under any of the Pledge/Guaranty Agreements or this Agreement. (Any term with its initial letter capitalized and not otherwise defined herein shall have the meaning ascribed to it in the Agreement.) This Guaranty is for the benefit of (i) the Company with respect to subparagraphs (A), on demand(B), (D) and (E) above, and (ii) GCR with respect to subparagraphs (A), (B), (C), (D) and (E) above. The amounts guaranteed by this Guaranty shall be limited as follows: (i) so long as any monetary obligations under the Construction Financing or Expansion Financing (if any) remain outstanding or liens securing the same are in effect, $21,400,000.00, and (ii) from and after the payment in full of any the Construction Financing and Expansion Financing (and the release of all reasonable costs liens securing the same and expenses incurred by the Noteholders in connection with enforcing termination of all agreements related thereto), the obligations guaranteed hereby shall be limited to those set forth in Sections 4.2(b) and 4.2(c) of such Guarantor hereunderthe Agreement and subparagraph (E) above and shall be limited to $15,000,000.00 in aggregate; provided, includinghowever, that the amounts guarantied hereby shall not be reduced as set forth in this sentence until all Default Loans, Default Loan Interest and Twenty-Five Percent Payment owing to GCR are paid in full. Notwithstanding the foregoing paragraph, the undersigned irrevocably and unconditionally guarantees, without dollar limitation, the reasonable fees payment and disbursements performance of Station’s obligations, including indemnity obligations, set forth in Section 4.2(f) of the Noteholders' special counselAgreement.

Guarantied Obligations. Each GuarantorTo induce the Agent, in consideration the Lenders and any Affiliate of any of the execution foregoing that provides any Lender Provided Interest Rate Hedge or any Other Lender Provided Financial Services Product (collectively, together with any provider of any Lender Provided Interest Rate Hedge or any Other Lender Provided Financial Services Product, the “Secured Parties” and delivery of each a “Secured Party”) to make loans and grant other financial accommodations to the Note Purchase Borrowers under the Credit Agreement, the purchase of other Loan Documents, any Lender Provided Interest Rate Hedge and any Other Lender Provided Financial Service Products (collectively, the Notes by the Purchasers “Secured Loan Documents” and other considerationeach a “Secured Loan Document”), each Guarantor hereby irrevocablyjointly and severally, unconditionally, absolutelyand irrevocably guaranties to the Secured Parties, and becomes surety, as though it was a primary obligor for, the 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 federal bankruptcy code of the United States or any similar Laws of any country or jurisdiction) of all Obligations, now existing or hereafter arising (and including obligations, liabilities, and indebtedness arising or accruing after the commencement of any bankruptcy, insolvency, reorganization, or similar proceeding with respect to any Borrower or any Guarantor or which would have arisen or accrued but for the commencement of such proceeding, even if the claim for such obligation, liability, or indebtedness is not enforceable or allowable in such proceeding, and including all Obligations, liabilities, and indebtedness arising from any extensions of credit under or in connection with the Secured Loan Documents from time to time, regardless whether any such extensions of credit are in excess of the amount committed under or contemplated by the Secured Loan Documents or are made in circumstances in which any condition to extension of credit is not satisfied) (herein collectively as the “Guarantied Obligations” and each as a “Guarantied Obligation”). Without limitation of the foregoing, any of the Guarantied Obligations shall be and remain Guarantied Obligations entitled {N0221554 } to the benefit of this Guaranty if the 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 Secured Loan Documents, or any other Guaranteed Obligations, in each case, to the extent permitted by the applicable Secured Loan Documents. In furtherance of the foregoing, each Guarantor jointly and severally guarantees, on a continuing basis, to each holder of Notes (each such holder being referred to herein agrees as a "Noteholder" and, collectively, as the "Noteholders"), whether such Note has been issued, is being issued on the date hereof or is hereafter issued in compliance with the provisions of the Note Purchase Agreement, as and for each Guarantor's own debt, until final and indefeasible payment has been made in cash (a) the due and punctual payment of the principal of and accrued and unpaid interest (including, without limitation, interest which otherwise may cease to accrue by operation of any insolvency law, rule, regulation or interpretation thereof) and Make-Whole Amount, if any, and any other fees and expenses, 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, in each case when and as the same shall become due and payable, whether at maturity, pursuant to optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof, including, without limitation, overdue interest, indemnification payments and all reasonable costs and expenses incurred by the Noteholders in connection with enforcing any obligations of the Company under the Note Purchase Agreement and the Notes; it being the intent of each Guarantor that the guaranty set forth herein shall be a continuing guaranty of payment and not a guaranty of collection; and (b) the prompt and complete payment, on demand, of any and all reasonable costs and expenses incurred by the Noteholders in connection with enforcing the obligations of such Guarantor hereunder, including, without limitation, the reasonable fees and disbursements of the Noteholders' special counsel.follows:

Guarantied Obligations. Each Guarantor, in consideration of To induce the execution Administrative Agent and delivery of the Note Purchase Lenders to make loans and grant other financial accommodations to the Borrower under the Credit Agreement, the purchase of the Notes by the Purchasers and other consideration, each Guarantor hereby irrevocably, unconditionally, absolutely, jointly and severally guaranteesunconditionally, on a continuing basisand irrevocably, guaranties to the Administrative Agent and each holder of Notes (each such holder being referred to herein as a "Noteholder" andLender, collectivelyand becomes surety, as though it was a primary obligor for, the "Noteholders")full, strict and indefeasible 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 federal bankruptcy code of the United States or any similar laws of any country or jurisdiction) of: (ai) all Obligations, including, without limiting the generality of the foregoing, all obligations, liabilities, and indebtedness from time to time of the Borrower or any other Guarantor to the Administrative Agent or any of the Lenders, under or in connection with the Credit Agreement or, any other Loan Document or any Specified Swap Agreement or Other Lender Provided Financial Service Product, whether for principal, interest, fees, indemnities, expenses, or otherwise, and all refinancings or refundings thereof, whether such Note has been issuedobligations, is being issued on 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 date hereof commencement of any bankruptcy, insolvency, reorganization, or is hereafter issued in compliance similar proceeding with the provisions respect to any of the Note Purchase Agreement, as and Loan Parties or that would have arisen or accrued but for each Guarantor's own debt, until final and indefeasible payment has been made in cash the commencement of such proceeding (a) the due and punctual payment of the principal of and accrued and unpaid interest (including, including without limitation, interest which otherwise may cease to accrue by operation of any insolvency lawafter default), ruleeven if the claim for such obligation, regulation liability or interpretation thereof) and Make-Whole Amount, if anyindebtedness is not enforceable or allowable in such proceeding, and any other fees and expensesincluding all Obligations, on the Notes at any time outstanding and the due and punctual payment of all other amounts payableliabilities, and all other indebtedness owing, by the Company to the Noteholders arising from any extensions of credit under the Note Purchase Agreement and the Notes, in each case when and as the same shall become due and payable, whether at maturity, pursuant to optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof, including, without limitation, overdue interest, indemnification payments and all reasonable costs and expenses incurred by the Noteholders in connection with enforcing the Loan Documents or any obligations Specified Swap Agreement or Other Lender Provided Financial Service Product, from time to time, regardless of whether any such extensions of credit are in excess of the Company amount committed under or contemplated by the Note Purchase Loan Documents or, any Specified Swap Agreement and the Notes; it being the intent or Other Lender Provided Financial Service Product, or are made in circumstances in which any condition to extension of each Guarantor that the guaranty set forth herein shall be a continuing guaranty of payment and credit is not a guaranty of collection; and satisfied), (bbii) the prompt and complete payment, on demand, any obligation or liability of any and all reasonable costs and expenses incurred of the Loan Parties arising out of overdrafts on deposits or other accounts or out of electronic funds (whether by wire transfer or through automated clearing houses or otherwise) or out of the Noteholders return unpaid of, or other failure of the Administrative Agent or any Lender to receive final payment for, any check, item, instrument, payment order or other deposit or credit to a deposit or other account, or out of the Administrative Agent’s or any Lender’s non-receipt of or inability to collect funds or otherwise not being made whole in connection with enforcing depository or other similar arrangements, and (ciii) any amendments, extensions, renewals and increases of or to any of the obligations foregoing (all of such Guarantor hereunderthe foregoing obligations, includingliabilities and indebtedness, without limitationsubject to the proviso in this sentence, are referred to herein collectively as the “Guarantied Obligations” and each as a “Guarantied Obligation”); provided that, with respect to each Guarantor, the reasonable fees and disbursements Guarantied Obligations shall exclude any Excluded Swap Obligations. Without limitation of the Noteholders' special counsel.foregoing, any of the Guarantied Obligations shall be and remain Guarantied 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 assigns or otherwise transfers all or any portion of their respective rights and obligations under the Loan Documents, or any other Guarantied Obligations, to any other Person as provided by the Loan Documents or; by the Specified Swap Agreements or by the Other Lender Provided Financial Service Products. In furtherance of the foregoing, each Guarantor jointly and severally agrees as follows:

Guarantied Obligations. Each Guarantor, in consideration of To induce the execution Administrative Agent and delivery of the Note Purchase Lenders to make loans and grant other financial accommodations to the Borrower under the Credit Agreement, the purchase of the Notes by the Purchasers and other consideration, each Guarantor hereby irrevocably, unconditionally, absolutely, jointly and severally guaranteesunconditionally, on a continuing basisand irrevocably, guaranties to the Administrative Agent, each holder Lender and any provider of Notes (each such holder being referred to herein as a "Noteholder" andany Lender-Provided Hedge, collectivelyany Lender-Provided Treasury Arrangement or any Lender-Provided Credit Arrangement; and becomes surety, as though it was a primary obligor for, the "Noteholders"), whether such Note has been issued, is being issued on the date hereof or is hereafter issued in compliance with the provisions of the Note Purchase Agreement, as and for each Guarantor's own debt, until final and indefeasible payment has been made in cash (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 operation of an automatic stay under the federal bankruptcy code of the principal of and accrued and unpaid interest (including, without limitation, interest which otherwise may cease to accrue by operation United States or any similar Laws of any insolvency law, rule, regulation country or interpretation thereofjurisdiction) and Make-Whole Amount, if any, and any other fees and expenses, 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, in each case when and as the same shall become due and payable, whether at maturity, pursuant to optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereofObligations, including, without limitationlimiting the generality of the foregoing, overdue interest, indemnification payments the following: (a) any and all reasonable costs obligations, liabilities, and expenses incurred by indebtedness from time to time of the Noteholders Borrower, any other Guarantor or any other Subsidiary of the Borrower to the Administrative Agent, any of the Lenders or any Affiliate of any Agent or any Lender under or in connection with enforcing the Credit Agreement or any obligations other Loan Document, whether for principal, interest, 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 commencement of any bankruptcy, insolvency, reorganization, or similar proceeding with respect to the Borrower, any Guarantor or any other Subsidiary of the Company Borrower or which would have arisen or accrued but for the commencement of such proceeding, even if the claim for such obligation, liability, or indebtedness is not enforceable or allowable in such proceeding, and including all Obligations, liabilities, and indebtedness arising from any extensions of credit under or in connection with the Note Purchase Agreement and Loan Documents from time to time, regardless whether any such extensions of credit are in excess of the Notesamount committed under or contemplated by the Loan Documents or are made in circumstances in which any condition to an extension of credit is not satisfied); it being the intent of each Guarantor that the guaranty set forth herein shall be a continuing guaranty of payment and not a guaranty of collection; and (b) all Reimbursement Obligations of each other Loan Party and any other Subsidiary of the prompt Borrower with respect to any one or more Letters of Credit issued by any Issuing Lender; (c) all indebtedness, loans, obligations, expenses and complete paymentliabilities of each other Loan Party or any other Subsidiary of the Borrower to the Administrative Agent or any of the Lenders, on demandor any of their respective Affiliates, arising out of any and all reasonable costs and expenses incurred Lender-Provided Hedge, any Lender-Provided Treasury Arrangement or any Lender-Provided Credit Arrangement provided by the Noteholders Administrative Agent, any of the Lenders or such Affiliates pursuant to the Credit Agreement; (d) any sums advanced by or owing to the Administrative Agent or any of the Lenders for any reason relating to the Credit Agreement, any other Loan Document, or any collateral relating thereto, including for indemnification, for maintenance, preservation, protection or enforcement of, or realization upon, the Collateral or other collateral security or any one or more guaranties, and for enforcement, collection, or preservation of the rights of the Administrative Agent and the Lenders, and regardless whether before or after default or the entry of any judgment; (e) any obligation or liability of any other Loan Party or any other Subsidiary of the Borrower arising out of overdrafts on deposits or other accounts or out of electronic funds (whether by wire transfer or through automated clearing houses or otherwise) or out of the return unpaid of, or other failure of the Administrative Agent or any Lender to receive final payment for, any check, item, instrument, payment order or other deposit or credit to a deposit or other account, or out of the Administrative Agent’s or any Lender’s non-receipt of or inability to collect funds or otherwise not being made whole in connection with enforcing the obligations depository or other similar arrangements, and (f) any amendments, extensions, renewals and increases of such Guarantor hereunder, including, without limitation, the reasonable fees and disbursements or to any of the Noteholders' special counselforegoing; notwithstanding the foregoing provisions in this definition, “Obligations” shall not include Excluded Swap Obligations (all of the foregoing obligations, liabilities and indebtedness are referred to herein collectively as the “Guarantied Obligations” and each as a “Guarantied Obligation”). Without limitation of the foregoing, any of the Guarantied Obligations shall be and remain Guarantied Obligations entitled to the benefit of this Guaranty even if the Administrative Agent or any of the Lenders (or any one or more assignees or transferees thereof) from time to time assign or otherwise transfer all or any portion of their respective rights and obligations under the Loan Documents, or any other Guarantied Obligations, to any other Person. In furtherance of the foregoing, each Guarantor jointly and severally agrees as follows.

Guarantied Obligations. Each Guarantor, in consideration of To induce the execution Administrative Agent and delivery of the Note Purchase Lenders to make loans and grant other financial accommodations to the Borrower under the Credit Agreement, the purchase of the Notes by the Purchasers and other consideration, each Guarantor hereby irrevocably, unconditionally, absolutely, jointly and severally guaranteesunconditionally, on a continuing basisand irrevocably, guaranties to the Administrative Agent and each holder of Notes (each such holder being referred to herein as a "Noteholder" andLender, collectivelyand becomes surety, as though it was a primary obligor for, the "Noteholders")full, strict and indefeasible 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 federal bankruptcy code of the United States or any similar laws of any country or jurisdiction) of: (i) all Obligations, including, without limiting the generality of the foregoing, all obligations, liabilities, and indebtedness from time to time of the Borrower or any other Guarantor to the Administrative Agent or any of the Lenders, under or in connection with the Credit Agreement, any other Loan Document or any Specified Swap Agreement or Other Lender Provided Financial Service Product, whether for principal, interest, fees, indemnities, expenses, or otherwise, and all refinancings or refundings thereof, whether such Note has been issuedobligations, is being issued on 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 date hereof commencement of any bankruptcy, insolvency, reorganization, or is hereafter issued in compliance similar proceeding with the provisions respect to any of the Note Purchase Agreement, as and Loan Parties or that would have arisen or accrued but for each Guarantor's own debt, until final and indefeasible payment has been made in cash the commencement of such proceeding (a) the due and punctual payment of the principal of and accrued and unpaid interest (including, including without limitation, interest after default), even if the claim for such obligation, liability or indebtedness is not enforceable or allowable in such proceeding, and including all Obligations, liabilities, and indebtedness arising from any extensions of credit under or in connection with the Loan Documents, or any Specified Swap Agreement or Other Lender Provided Financial Service Product, from time to time, regardless of whether any such extensions of credit are in excess of the amount committed under or contemplated by the Loan Documents, or any Specified Swap Agreement or Other Lender Provided Financial Service Product, or are made in circumstances in which otherwise may cease any condition to accrue by operation extension of credit is not satisfied), (ii) any obligation or liability of any insolvency lawof the Loan Parties arising out of overdrafts on deposits or other accounts or out of electronic funds (whether by wire transfer or through automated clearing houses or otherwise) or out of the return unpaid of, ruleor other failure of the Administrative Agent or any Lender to receive final payment for, regulation any check, item, instrument, payment order or interpretation other deposit or credit to a deposit or other account, or out of the Administrative Agent’s or any Lender’s non-receipt of or inability to collect funds or otherwise not being made whole in connection with depository or other similar arrangements, and (iii) any amendments, extensions, renewals and increases of or to any of the foregoing (all of the foregoing obligations, liabilities and indebtedness, subject to the proviso in this sentence, are referred to herein collectively as the “Guarantied Obligations” and each as a “Guarantied Obligation”); provided that, with respect to each Guarantor, the Guarantied Obligations shall exclude any Excluded Swap Obligations. Without limitation of the foregoing, any of the Guarantied Obligations shall be and remain Guarantied 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 assigns or otherwise transfers all or any portion of their respective rights and Make-Whole Amountobligations under the Loan Documents, if any, and or any other fees and expensesGuarantied Obligations, on to any other Person as provided by the Notes at any time outstanding and the due and punctual payment of all other amounts payable, and all other indebtedness owingLoan Documents, by the Company to the Noteholders under the Note Purchase Agreement and the Notes, in each case when and as the same shall become due and payable, whether at maturity, pursuant to optional prepayment, by acceleration Specified Swap Agreements or otherwise, all in accordance with the terms and provisions hereof and thereof, including, without limitation, overdue interest, indemnification payments and all reasonable costs and expenses incurred by the Noteholders in connection with enforcing any obligations Other Lender Provided Financial Service Products. In furtherance of the Company under the Note Purchase Agreement and the Notes; it being the intent of foregoing, each Guarantor that the guaranty set forth herein shall be a continuing guaranty of payment jointly and not a guaranty of collection; and (b) the prompt and complete payment, on demand, of any and all reasonable costs and expenses incurred by the Noteholders in connection with enforcing the obligations of such Guarantor hereunder, including, without limitation, the reasonable fees and disbursements of the Noteholders' special counsel.severally agrees as follows:

Guarantied Obligations. Each Guarantor, in consideration of the execution and delivery of the Note Purchase Agreement, the purchase of the Notes by the Purchasers and other consideration, Guarantor hereby irrevocably, unconditionally, absolutely, jointly and severally guaranteesunconditionally and irrevocably guaranties to the Administrative Agent and each Lender and any provider of a Lender Provided Foreign Currency Hedge, on any provider of a continuing basis, to each holder Lender Provided Interest Rate Hedge or any provider of Notes (each such holder being referred to herein as a "Noteholder" and, collectivelyOther Lender Provided Financial Service Products and becomes surety, as though it was a primary obligor for, the "Noteholders"), whether such Note has been issued, is being issued on the date hereof or is hereafter issued in compliance with the provisions of the Note Purchase Agreement, as and for each Guarantor's own debt, until final and indefeasible payment has been made in cash (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 operation of an automatic stay under the federal bankruptcy code of the principal of and accrued and unpaid interest (including, without limitation, interest which otherwise may cease to accrue by operation United States or any similar Laws of any insolvency law, rule, regulation country or interpretation thereofjurisdiction) and Make-Whole Amount, if any, and any other fees and expenses, 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, in each case when and as the same shall become due and payable, whether at maturity, pursuant to optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereofObligations, including, without limitationlimiting the generality of the foregoing, overdue interestall obligations, indemnification payments liabilities, and all reasonable costs and expenses incurred by indebtedness from time to time of the Noteholders Borrowers or any other Guarantor to the Administrative Agent or any of the Lenders or any Affiliate of any Lender under or in connection with enforcing the Credit Agreement or any obligations other Loan Document, whether for principal, interest, fees, indemnities, expenses, or otherwise, and all renewals, extensions, amendments, 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 commencement of any bankruptcy, insolvency, reorganization, or similar proceeding with respect to any Borrower or any Guarantor or which would have arisen or accrued but for the commencement of such proceeding, even if the claim for such obligation, liability, or indebtedness is not enforceable or allowable in such proceeding, and including all Obligations, liabilities, and Indebtedness arising from any extensions of credit under or in connection with any Loan Document from time to time, regardless of whether any such extensions of credit are in excess of the Company 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 of the foregoing obligations, liabilities and indebtedness are referred to herein collectively as the “Guarantied Obligations” and each as a “Guarantied Obligation”). Notwithstanding anything to the contrary contained herein, Guarantied Obligations shall specifically exclude any and all Excluded Hedge Liabilities. Without limitation of the foregoing, any of the Guarantied Obligations shall be and remain Guarantied 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 Note Purchase Agreement and the Notes; it being the intent of each Guarantor that the guaranty set forth herein shall be Loan Documents, or any other Guarantied Obligations, to any other Person. This Guaranty is a continuing guaranty of payment and not a guaranty of collection; and (b) the prompt and complete payment, on demand, of any and all reasonable costs and expenses incurred by the Noteholders in connection with enforcing the obligations of such Guarantor hereunder, including, without limitation, the reasonable fees and disbursements of the Noteholders' special counsel.

Guarantied Obligations. Each Guarantor, in consideration of To induce the execution Agent and delivery of the Note Purchase Lenders to make loans and grant other financial accommodations to the Borrower under the Credit Agreement, the purchase of the Notes by the Purchasers and other consideration, each Guarantor hereby irrevocably, unconditionally, absolutely, jointly and severally guaranteesseverally, on unconditionally and irrevocably guaranties to the Agent and each Lender and any provider of a continuing basis, to each holder Lender Provided Interest Rate Hedge or any provider of Notes (each such holder being referred to herein as a "Noteholder" and, collectivelyOther Lender Provided Financial Service Products; and becomes surety, as though it was a primary obligor, for the "Noteholders"), whether such Note has been issued, is being issued on the date hereof or is hereafter issued in compliance with the provisions of the Note Purchase Agreement, as and for each Guarantor's own debt, until final and indefeasible payment has been made in cash (a) the due full and punctual payment of the principal of and accrued and unpaid interest performance when due (includingwhether on demand, without limitation, interest which otherwise may cease to accrue by operation of any insolvency law, rule, regulation or interpretation thereof) and Make-Whole Amount, if any, and any other fees and expenses, 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, in each case when and as the same shall become due and payable, whether at stated maturity, pursuant to optional prepayment, by acceleration or otherwise, otherwise and including any amounts which would become due but for the operation of an automatic stay under the federal bankruptcy code of the United States or any similar Laws of any country or jurisdiction) of all in accordance with the terms and provisions hereof and thereofObligations, including, without limitationlimiting the generality of the foregoing, overdue interestall obligations, indemnification payments liabilities and all reasonable costs and expenses incurred by indebtedness from time to time of the Noteholders Borrower or any other Guarantor to the Agent or any of the Lenders or any Affiliate of any Lender under or in connection with enforcing the Credit Agreement or any obligations of other Loan Document, whether for principal, interest, fees, indemnities, expenses or otherwise, and all renewals, extensions, amendments, 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 under the Note Purchase Agreement and the Notes; it being the intent of each Guarantor that the guaranty set forth herein shall be a continuing guaranty of payment and not a guaranty of collection; and (b) the prompt and complete payment, on demand, commencement of any bankruptcy, insolvency, reorganization or similar proceeding with respect to the Borrower or any Guarantor or which would have arisen or accrued but for the commencement of such proceeding, even if the claim for such obligation, liability or indebtedness is not enforceable or allowable in such proceeding, and including all reasonable costs Obligations, liabilities and expenses incurred by the Noteholders indebtedness arising from any extensions of credit under or in connection with enforcing the obligations any Loan Document from time to time, regardless of whether any such Guarantor hereunder, including, without limitation, the reasonable fees and disbursements extensions of credit are in excess of the Noteholders' special counsel.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 of the foregoing obligations, liabilities and indebtedness are referred to herein collectively as the “Guarantied Obligations” and each as a “Guarantied Obligation”). Without limitation of the foregoing, any of the Guarantied Obligations shall be and remain Guarantied Obligations entitled to the benefit of this Guaranty if the Agent or any of the Lenders (or any one or more assignees or transferees thereof) from time to time assign or otherwise transfer all or any portion of their respective rights and obligations under the Loan Documents or any other Guarantied Obligations to any other Person. In furtherance of the foregoing, each Guarantor jointly and severally agrees as follows:

Guarantied Obligations. Each Guarantor, in consideration In furtherance of the execution foregoing and delivery of without limiting the Note Purchase Agreementgenerality thereof, the purchase of the Notes by the Purchasers and other consideration, hereby irrevocably, unconditionally, absolutely, jointly and severally guarantees, on a continuing basis, to each holder of Notes (each such holder being referred to herein as a "Noteholder" and, collectively, as the "Noteholders"), whether such Note has been issued, is being issued on the date hereof or is hereafter issued in compliance with the provisions of the Note Purchase Agreement, as and for each Guarantor's own debt, until final and indefeasible payment has been made in cash Guarantor agrees that: (a) the due and punctual payment of the principal of and accrued and unpaid interest (including, without limitation, interest which otherwise may cease to accrue by operation of any insolvency law, rule, regulation or interpretation thereof) and Make-Whole Amount, if any, and any other fees and expenses, 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, in each case when and as the same shall become due and payable, whether at maturity, pursuant to optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof, including, without limitation, overdue interest, indemnification payments and all reasonable costs and expenses incurred by the Noteholders in connection with enforcing any obligations of the Company under the Note Purchase Agreement and the Notes; it being the intent of each Guarantor that the guaranty set forth herein shall be this Guaranty is a continuing guaranty of payment when due and not a guaranty of collectioncollectibility; and (b) Guarantied Party may enforce this Guaranty upon the prompt occurrence and complete paymentduring the continuance of an Event of Default, on demand, notwithstanding the existence of any dispute between Borrower and all reasonable costs and expenses incurred by Beneficiary with respect to the Noteholders in connection with enforcing existence of such event; (c) the obligations of such Guarantor hereunder are independent of the obligations of Borrower under the Loan Documents and a separate action or actions may be brought and prosecuted against such Guarantor whether or not any action is brought against Borrower; and whether or not Borrower is joined in any such action or actions; and (d) a payment of a portion, but not all, of the Guarantied Obligations by such Guarantor shall in no way limit, affect, modify or abridge the liability of such Guarantor for any portion of the Guarantied Obligations that has not been paid. This Guaranty is a continuing guaranty and shall be binding upon each Guarantor and its successors and assigns, and each Guarantor irrevocably waives any right to revoke this Guaranty as to future transactions giving rise to any Guarantied Obligations. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by Lender, (b) no such revocation shall apply to any Guarantied Obligations in existence on such date (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Lender in existence on the date of such revocation, (d) no payment by any Guarantor, or from any other source, prior to the date of such revocation shall reduce the maximum obligation of such Guarantors hereunder, includingand (e) any payment by a Guarantor or from any source other than a Guarantor, without limitation, subsequent to the reasonable fees and disbursements date of such revocation shall first be applied to that portion of the Noteholders' special counselGuarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligation of any Guarantor hereunder.

Guarantied Obligations. Each Guarantor, in consideration of To induce the execution Administrative Agent and delivery of the Note Purchase Lenders to make loans and grant other financial accommodations to the Borrower under the Credit Agreement, the purchase of the Notes by the Purchasers and other consideration, each Guarantor hereby irrevocably, unconditionally, absolutely, jointly and severally guaranteesunconditionally, on and irrevocably, guaranties to the Administrative Agent, each Lender and any provider of a continuing basis, to each holder Lender Provided Interest Rate Hedge or any provider of Notes (each such holder being referred to herein as a "Noteholder" and, collectivelyOther Lender Provided Financial Services Products; and becomes surety, as though it was a primary obligor for, the "Noteholders"), whether such Note has been issued, is being issued on the date hereof or is hereafter issued in compliance with the provisions of the Note Purchase Agreement, as and for each Guarantor's own debt, until final and indefeasible payment has been made in cash (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 operation of an automatic stay under the federal bankruptcy code of the principal of and accrued and unpaid interest (including, without limitation, interest which otherwise may cease to accrue by operation United States or any similar Laws of any insolvency law, rule, regulation country or interpretation thereofjurisdiction) and Make-Whole Amount, if any, and any other fees and expenses, on the Notes at any time outstanding and the due and punctual payment of all other amounts payable, and all other indebtedness owing, by Obligations of the Company to the Noteholders under the Note Purchase Agreement and the Notes, in each case when and as the same shall become due and payable, whether at maturity, pursuant to optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereofBorrower, including, without limitationlimiting the generality of the foregoing, overdue interestall obligations, indemnification payments liabilities, and all reasonable costs and expenses incurred by indebtedness from time to time of the Noteholders Borrower or any other Guarantor to the Administrative Agent or any of the Lenders or any Affiliate of any Lender under or in connection with enforcing the Credit Agreement or any obligations other Loan Document, whether for principal, interest, fees, indemnities, expenses, or otherwise, and all renewals, extensions, amendments, 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 commencement of any bankruptcy, insolvency, reorganization, or similar proceeding with respect to the Borrower or any Guarantor or which would have arisen or accrued but for the commencement of such proceeding, even if the claim for such obligation, liability, or indebtedness is not enforceable or allowable in such proceeding, and including all Obligations, liabilities, and Indebtedness of the Company Borrower arising from any extensions of credit under the Note Purchase Agreement and the Notes; it being the intent of each Guarantor that the guaranty set forth herein shall be a continuing guaranty of payment and not a guaranty of collection; and (b) the prompt and complete payment, on demand, of any and all reasonable costs and expenses incurred by the Noteholders or in connection with enforcing the obligations any Loan Document from time to time, regardless of whether any such Guarantor hereunder, including, without limitation, the reasonable fees and disbursements extensions of credit are in excess of the Noteholders' special counselamount 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 of the foregoing obligations, liabilities and indebtedness are referred to herein collectively as the “Guarantied Obligations” and each as a “Guarantied Obligation”). Without limitation of the foregoing, any of the Guarantied Obligations shall be and remain Guarantied Obligations entitled to the benefit of this Guaranty if the Administrative Agent or any of the Lenders (or any one or more assignees or transferees thereof) from time to time assign or otherwise transfer all or any portion of their respective rights and obligations under the Loan Documents, or any other Guarantied Obligations, to any other Person. In furtherance of the foregoing, each Guarantor jointly and severally agrees as follows.

Guarantied Obligations. Each Guarantor, in consideration of To induce the execution Administrative Agent and delivery of the Note Purchase Lenders to make loans and grant other financial accommodations to the Borrower under the Credit Agreement, the purchase of the Notes by the Purchasers and other consideration, hereby irrevocably, unconditionally, absolutelyeach Guarantor hereby, jointly and severally guaranteesseverally, on a continuing basisunconditionally and irrevocably guaranties to the Administrative Agent and each Lender, to each holder of Notes (each such holder being referred to herein as a "Noteholder" and, collectivelyand becomes surety, as though it was a primary obligor for, the "Noteholders"), whether such Note has been issued, is being issued on the date hereof or is hereafter issued in compliance with the provisions of the Note Purchase Agreement, as and for each Guarantor's own debt, until final and indefeasible payment has been made in cash (a) the due full and punctual payment of the principal of and accrued and unpaid interest performance when due (includingwhether on demand, without limitation, interest which otherwise may cease to accrue by operation of any insolvency law, rule, regulation or interpretation thereof) and Make-Whole Amount, if any, and any other fees and expenses, on the Notes at any time outstanding and the due and punctual payment of all other amounts payable, and all other indebtedness owingstated maturity, by the Company to the Noteholders under the Note Purchase Agreement and the Notesacceleration, in each case when and as the same shall become due and payable, whether at maturity, pursuant to optional prepayment, by acceleration or otherwise, and including any amounts which would become due but for the operation of an automatic stay under the federal bankruptcy code of the United States or any similar Laws of any country or jurisdiction) of all in accordance with the terms and provisions hereof and thereofObligations, including, without limitationlimiting the generality of the foregoing, overdue interestall obligations, indemnification payments liabilities, and all reasonable costs and expenses incurred by indebtedness from time to time of the Noteholders Borrower or any other Guarantor to the Administrative Agent or any of the Lenders under or in connection with enforcing the Credit Agreement, any obligations of other Loan Document or Lender Provided Interest Rate Hedge, whether for principal, interest, fees, indemnities, expenses, or otherwise, and all renewals, extensions, amendments, 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 under the Note Purchase Agreement and the Notes; it being the intent of each Guarantor that the guaranty set forth herein shall be a continuing guaranty of payment and not a guaranty of collection; and (b) the prompt and complete payment, on demand, commencement of any bankruptcy, insolvency, reorganization, or similar proceeding with respect to the Borrower or any Guarantor or which would have arisen or accrued but for the commencement of such proceeding, even if the claim for such obligation, liability, or indebtedness is not enforceable or allowable in such proceeding, and including all reasonable costs Obligations, liabilities, and expenses incurred by the Noteholders indebtedness arising from any extensions of credit under or in connection with enforcing the obligations of such Guarantor hereunder, including, without limitation, the reasonable fees and disbursements any of the Noteholders' special counselLoan Documents from time to time, regardless of whether any such extensions of credit 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 of the foregoing obligations, liabilities and indebtedness are referred to herein collectively as the "Guarantied Obligations" and each as a "Guarantied Obligation"). Without limitation of the foregoing, any of the Guarantied Obligations shall be and remain Guarantied 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, any Lender Provided Interest Rate Hedge, or any other Guarantied Obligations, to any other Person. In furtherance of the foregoing, each Guarantor jointly and severally agrees as follows."

Guarantied Obligations. Each Guarantor, in consideration of To induce the execution Administrative Agent and delivery of the Note Purchase Lenders to make loans and grant other financial accommodations to the Borrowers under the Credit Agreement, the purchase of the Notes by the Purchasers and other consideration, each Guarantor hereby irrevocably, unconditionally, absolutely, jointly and severally guaranteesunconditionally, on and irrevocably, guaranties to the Administrative Agent, each Lender and any provider of a continuing basis, to each holder Lender Provided Interest Rate Hedge or any provider of Notes (each such holder being referred to herein as a "Noteholder" and, collectivelyOther Lender Provided Financial Service Products; and becomes surety, as though it was a primary obligor for, the "Noteholders"), whether such Note has been issued, is being issued on the date hereof or is hereafter issued in compliance with the provisions of the Note Purchase Agreement, as and for each Guarantor's own debt, until final and indefeasible payment has been made in cash (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 operation of an automatic stay under the federal bankruptcy code of the principal of and accrued and unpaid interest (including, without limitation, interest which otherwise may cease to accrue by operation United States or any similar Laws of any insolvency law, rule, regulation country or interpretation thereofjurisdiction) and Make-Whole Amount, if any, and any other fees and expenses, 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, in each case when and as the same shall become due and payable, whether at maturity, pursuant to optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereofObligations, including, without limitationlimiting the generality of the foregoing, overdue interestall obligations, indemnification payments liabilities, and all reasonable costs and expenses incurred by indebtedness from time to time of the Noteholders Borrowers or any other Guarantor to the Administrative Agent or any of the Lenders or any Affiliate of any Lender under or in connection with enforcing the Credit Agreement or any obligations of other Loan Document, whether for principal, interest, fees, indemnities, expenses, or otherwise, and all renewals, extensions, amendments, 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 under the Note Purchase Agreement and the Notes; it being the intent of each Guarantor that the guaranty set forth herein shall be a continuing guaranty of payment and not a guaranty of collection; and (b) the prompt and complete payment, on demand, commencement of any bankruptcy, insolvency, reorganization, or similar proceeding with respect to the Borrowers or any Guarantor or which would have arisen or accrued but for the commencement of such proceeding, even if the claim for such obligation, liability, or indebtedness is not enforceable or allowable in such proceeding, and including all reasonable costs Obligations, liabilities, and expenses incurred by the Noteholders Indebtedness arising from any extensions of credit under or in connection with enforcing the obligations any Loan Document from time to time, regardless of whether any such Guarantor hereunder, including, without limitation, the reasonable fees and disbursements extensions of credit are in excess of the Noteholders' special counselamount 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 of the foregoing obligations, liabilities and indebtedness are referred to herein collectively as the “Guarantied Obligations” and each as a “Guarantied Obligation”). Without limitation of the foregoing, any of the Guarantied Obligations shall be and remain Guarantied Obligations entitled to the benefit of this Guaranty if the Administrative Agent or any of the Lenders (or any one or more assignees or transferees thereof) from time to time assign or otherwise transfer all or any portion of their respective rights and obligations under the Loan Documents, or any other Guarantied Obligations, to any other Person. In furtherance of the foregoing, each Guarantor jointly and severally agrees as follows.

Guarantied Obligations. (a) Each Guarantor, in consideration of the execution and delivery of the Note Purchase Agreement, the purchase of the Notes by the Purchasers and other consideration, hereby irrevocably, unconditionally, absolutely, jointly unconditionally and severally guaranteesabsolutely guaranties, on a continuing basis, to each holder of Notes (each such holder being referred to herein as a "Noteholder" and, collectively, as the "Noteholders"), whether such Note has been issued, is being issued on the date hereof or is hereafter issued in compliance with the provisions of the Note Purchase Agreementjointly and severally, as and for each such Guarantor's own debt, until final and indefeasible payment has been made in cash: (ai) the due and punctual prompt payment of the principal of the Notes and any and all accrued and unpaid interest (including, without limitation, interest which otherwise may cease to accrue by operation of any insolvency law, rule, regulation or interpretation thereof) and Make-Whole Amount, if any, and any other fees and expenses, Compensation Amount on the Notes at any time outstanding and the due and punctual payment of all other amounts payable, and all other indebtedness owing, by obligations of the Company to the Noteholders under the Note Purchase Agreement (including, without limitation, its obligations in respect of Section 9.6 and the Notes, in each case when and as the same shall become due and payableSection 9.8 thereof), whether at maturity, pursuant to by mandatory or optional prepayment, by acceleration or otherwise, all in accordance with the terms of the Note Agreement and provisions hereof and thereofthe Notes, including, without limitation, overdue interest, indemnification payments and all reasonable costs and expenses incurred by the Noteholders in connection with enforcing any obligations of the Company under the Note Purchase Agreement and the Notes; it being , including, without limitation, the intent reasonable fees and disbursements of Noteholders' special counsel; (ii) the prompt and punctual performance and observance of each Guarantor that and every term, covenant or agreement contained in the guaranty set forth herein shall Note Agreement and the Notes to be a continuing guaranty performed or observed on the part of payment and not a guaranty of collectionthe Company; and (biii) the prompt and complete payment, on demand, of any and all reasonable costs and expenses incurred by the Noteholders in connection with enforcing the obligations of such Guarantor hereunder, including, without limitation, the reasonable fees and disbursements of the Noteholders' special counsel. All of the obligations set forth in subsections (i), (ii) and (iii) of this Section 2.1 are referred to herein as the "Guarantied Obligations" and the guaranty thereof contained herein is a primary, original and immediate obligation of each Guarantor and 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 of the Guarantied Obligations. (b) If for any reason any duty, agreement or obligation of the Company contained in the Note Agreement shall not be performed or observed by the Company as provided therein, or if any amount payable under or in connection with the Note Agreement or the Notes shall not be paid in full when the same becomes due and payable, each Guarantor undertakes to perform or cause to be performed promptly each of such duties, agreements and obligations and to pay forthwith each such amount to the Noteholders regardless of any defense or setoff or counterclaim which the Company may have or assert, and regardless of any other condition or contingency.

Guarantied Obligations. (a) Each Guarantor, in consideration of the execution and delivery of the Note Purchase Agreement, the purchase of the Notes by the Purchasers and other consideration, hereby irrevocably, unconditionally, absolutely, jointly unconditionally and severally guaranteesabsolutely guaranties, on a continuing basis, to each holder of Notes (each such holder being referred to herein as a "Noteholder" and, collectively, as the "Noteholders"), whether such Note has been issued, is being issued on the date hereof or is hereafter issued in compliance with the provisions of the Note Purchase Agreementjointly and severally, as and for each such Guarantor's own debt, until final and indefeasible payment has been made in cash: (a) the due and punctual prompt payment of the principal of the Notes and any and all accrued and unpaid interest (including, without limitation, interest which otherwise may cease to accrue by operation of any insolvency law, rule, regulation or interpretation thereof) and Make-Whole Amount, if any, and any other fees and expenses, Compensation Amount on the Notes at any time outstanding and the due and punctual payment of all other amounts payable, and all other indebtedness owing, by obligations of the Company to the Noteholders under the Note Purchase Agreement (including, without limitation, its obligations in respect of Section 9.6 and the Notes, in each case when and as the same shall become due and payableSection 9.8 thereof), whether at maturity, pursuant to by mandatory or optional prepayment, by acceleration or otherwise, all in accordance with the terms of the Note Agreement and provisions hereof and thereofthe Notes, including, without limitation, overdue interest, indemnification payments and all reasonable costs and expenses incurred by the Noteholders in connection with enforcing any obligations of the Company under the Note Purchase Agreement and the Notes; it being , including, without limitation, the intent reasonable fees and disbursements of Noteholders' special counsel; (b) the prompt and punctual performance and observance of each Guarantor that and every term, covenant or agreement contained in the guaranty set forth herein shall Note Agreement and the Notes to be a continuing guaranty performed or observed on the part of payment and not a guaranty of collectionthe Company; and (bc) the prompt and complete payment, on demand, of any and all reasonable costs and expenses incurred by the Noteholders in connection with enforcing the obligations of such Guarantor hereunder, including, without limitation, the reasonable fees and disbursements of the Noteholders' special counsel.. All of the obligations set forth in subsections (i), (ii) and (iii) of this Section 2.1 are referred to herein as the "GUARANTIED OBLIGATIONS" and the

Guarantied Obligations. Each Guarantor, in consideration of the execution and delivery of the Note Amended and Restated Purchase Agreement, the amendment and restatement of the 1996 Purchase Agreement affected thereby and the purchase of the 1998 Notes and the 1998 Warrants by the Purchasers and other considerationPurchaser, subject to Section 2.16, hereby irrevocably, unconditionally, absolutely, jointly and severally guarantees, on a continuing basis, to each holder of Notes (each such holder being referred to herein as a "Noteholder" and, collectively, as the "Noteholders"), whether such Note has been issued, is being issued on the date hereof or is hereafter issued in compliance with the provisions of the Note Purchase Agreement, as and for each the Guarantor's own debt, until final and indefeasible payment has been made in cashmade: (a) the due and punctual payment by the Obligor of the principal of of, and accrued interest, and unpaid interest the Yield-Maintenance Amount (including, without limitation, interest which otherwise may cease to accrue by operation of any insolvency law, rule, regulation or interpretation thereof) and Make-Whole Amount, if any) on, and any other fees and expenses, 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 Obligor to the Noteholders under the Note Amended and Restated Purchase Agreement and the Notes, 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, including, without limitation, overdue interest, indemnification payments and all reasonable costs and expenses incurred by the Noteholders in connection with enforcing any obligations of the Company under the Note Purchase Agreement and the Notes; it being the intent of each Guarantor the Guarantors that the guaranty set forth herein shall be a continuing guaranty of payment and not a guaranty of collection; and (b) the prompt punctual and complete paymentfaithful performance, on demandkeeping, of any observance, and all reasonable costs and expenses incurred fulfillment by the Noteholders Obligor of all duties, agreements, covenants and obligations of the Obligor contained in connection with enforcing the Amended and Restated Purchase Agreement and the Notes. All of the obligations set forth in subsection (a) and subsection (b) of such this Section 2.1 are referred to herein as the "Guarantied Obligations" and the guaranty thereof contained herein is a primary, original and immediate obligation of each Guarantor hereunderand is an absolute, includingunconditional, without limitationcontinuing and irrevocable guaranty of payment and performance and shall remain in full force and effect until the full, the reasonable fees final and disbursements indefeasible payment of the Noteholders' special counselGuarantied Obligations.

Guarantied Obligations. Each Guarantor, in consideration of the execution and delivery of the Note Purchase Agreement, the purchase of the Notes by the Purchasers and other consideration, hereby irrevocably, unconditionally, absolutely, jointly and severally guarantees, on a continuing basis, to each holder of Notes (each such holder being referred to herein as a "Noteholder" and, collectively, as the "Noteholders"), whether such Note has been issued, is being issued on the date hereof or is hereafter issued in compliance with the provisions of the Note Purchase Agreement, as and for each Guarantor's own debt, until final and indefeasible payment has been made in cash (a) Subject only to the due specific limitations contained in this Section 1 hereof, Guarantor hereby unconditionally, absolutely and irrevocably, as a primary obligor and not merely as a surety, guaranties to Lender, and indemnifies and holds harmless the Lender against claims, losses, damages, liabilities and costs and expenses resulting from Borrower’s failure to cause, punctual and complete payment when due, whether at or after maturity, upon acceleration or otherwise, of: (i) Breakage Costs; (ii) Operating Expenses for the Mortgaged Property; (iii) any Holdover Damages (as such term is defined in Section 1(B)(iii) of that certain Lease Agreement, dated July 13, 2000, between Borrower, as landlord, and Holland & Knight, LLP, as tenant; (iv) any payments to be made by Borrower under the principal of Interest Rate Agreement; and accrued and unpaid (v) all interest payable under the Loan Documents (including, without limitation, interest which otherwise may cease to accrue by operation accruing after maturity, acceleration or the realization of any insolvency lawcollateral), ruleat the rate or rates, regulation or interpretation thereof) and Make-Whole Amountincluding the applicable Default Rate, if anyset forth in the Credit Agreement, and any late charges, fees or other fees amounts due by reason of any late payment of interest (all obligations under clauses (i) through (v) of this Section 1(a), the “Guarantied Obligations”); provided, however, that Guarantor shall not be liable (but Borrower shall remain liable) for any (A) interest payable under the Loan Documents that first accrues (but without relieving Guarantor of its responsibility for any such interest theretofor accrued) after the earlier to occur of (1) the date of transfer to Lender or any third party of title to the entire Mortgaged Property pursuant to a deed in lieu of foreclosure and expenses(2) the date that is six (6) months after the transfer to Lender or any Affiliate of Lender of title to the entire Mortgaged Property pursuant to the completion of a judicial foreclosure thereof (provided, on however, that Guarantor’s unsatisfied obligations under each of the Notes at any time outstanding other Guaranties and the due and punctual payment of all other amounts payable, and all other indebtedness owing, by the Company Environmental Indemnity shall continue to accrue interest to the Noteholders under extent provided in such other documents until satisfied) and (B) Operating Expenses for the Note Purchase Agreement and Mortgaged Property that accrue after the Notes, in each case when and as earliest to occur of (1) the same shall become due and payable, whether at maturity, date of transfer to Lender or any third party of title to the entire Mortgaged Property pursuant to optional prepaymenta deed in lieu of foreclosure, by acceleration (2) the date that is six (6) months after the transfer to Lender or otherwise, all in accordance with any Affiliate of Lender of title to the terms entire Mortgaged Property pursuant to the completion of a judicial foreclosure thereof and provisions hereof and (3) the date that Lender or any Affiliate of Lender sells or conveys the Mortgaged Property to a third party after obtaining title to the entire Mortgaged Property pursuant to the completion of a judicial foreclosure thereof, including, without limitation, overdue interest, indemnification payments and all reasonable costs and expenses incurred by the Noteholders in connection with enforcing any obligations of the Company under the Note Purchase Agreement and the Notes; it being the intent of each Guarantor that the guaranty set forth herein shall be a continuing guaranty of payment and not a guaranty of collection; and. (b) the prompt and complete payment, on demand, of any and all reasonable costs and expenses incurred by the Noteholders in connection with enforcing the The obligations of such Guarantor hereunder, including, without limitation, under this Guaranty shall cease upon the reasonable fees and disbursements first occurrence of all of the Noteholders' special counselfollowing conditions: (i) no Default or Event of Default shall then exist; (ii) it shall be established to Agent’s reasonable satisfaction that the then-current Net Operating Income from the Project together with amounts available in the Approved Construction Budget for the payment of interest are sufficient to cover debt service payments through the Maturity Date; (iii) Substantial Completion of the Project shall have occurred; and (iv) Tenants shall occupy the applicable demised premises and shall have commenced the payment of rent under Approved Leases which generate at least $26,500,000 per annum of Net Operating Income.

Guarantied Obligations. Each Guarantor, in consideration of the execution and delivery of the Note Purchase Agreement, the purchase of the Notes by the Purchasers and other consideration, hereby irrevocablyGuarantor hereby, unconditionally, absolutelyabsolutely and irrevocably guarantees to Agent, jointly and severally guarantees, on a continuing basis, to each holder of Notes (each such holder being referred to herein as a "Noteholder" and, collectively, as for the "Noteholders"), whether such Note has been issued, is being issued on the date hereof or is hereafter issued in compliance with the provisions benefit of the Note Purchase AgreementLenders, as the prompt and for each Guarantor's own debtcomplete payment and performance when due (whether at the stated maturity, until final and indefeasible payment has been made in cash (aby acceleration or otherwise) the due and punctual payment of the principal of Guarantied Obligations. Guarantor further agrees to pay any and accrued and unpaid interest all reasonable expenses (including, without limitation, interest which otherwise all reasonable fees and disbursements of counsel) that may cease to accrue be paid or incurred by operation Agent in enforcing any rights with respect to, or collecting, any or all of the Guarantied Obligations and/or enforcing any insolvency lawrights with respect to, ruleor collecting against, regulation or interpretation thereof) and Make-Whole Amount, if anyGuarantor under this Guaranty unless, and any other fees and expenses, 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 extent, Guarantor is the Note Purchase Agreement and the Notesprevailing party in any dispute, claim or action relating thereto, in each case when and as the same which event Guarantor shall become due and payable, whether at maturity, pursuant be entitled to optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof, recover from Agent Guarantor’s reasonable expenses (including, without limitation, overdue interest, indemnification payments and all reasonable costs and expenses incurred by the Noteholders in connection with enforcing any obligations of the Company under the Note Purchase Agreement and the Notes; it being the intent of each Guarantor that the guaranty set forth herein shall be a continuing guaranty of payment and not a guaranty of collection; and (b) the prompt and complete payment, on demand, of any and all reasonable costs and expenses incurred by the Noteholders in connection with enforcing the obligations of such Guarantor hereunder, including, without limitation, the reasonable fees and disbursements of counsel) incurred in connection therewith. This Guaranty shall remain in full force and effect until the Noteholders' special counselGuarantied Obligations are paid in full, notwithstanding that from time to time prior thereto the Borrower may be free from any Guarantied Obligations. No payment or payments made by Borrower, Guarantor, any other guarantor or any other Person received or collected by Agent from Borrower, Guarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guarantied Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of Guarantor hereunder except to the extent of the reduction of the Guarantied Obligations as a consequence thereof. Guarantor shall remain liable for the Guarantied Obligations until the date the Guarantied Obligations are satisfied and paid in full.

Guarantied Obligations. Each GuarantorTo induce Agent and Lenders to waive certain Events of Default, in consideration restructure certain loans and grant other financial accommodations to the Borrower under the Credit Agreement, Guarantor hereby unconditionally, and irrevocably, guaranties to Agent and each Lender; and becomes surety, as though it were a primary obligor for, the 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 federal Bankruptcy Code of the execution United States or any similar laws of any country or jurisdiction) of all Obligations, including all obligations, liabilities, and delivery indebtedness from time to time of Borrower or any other guarantor to Agent or any Lender or any Affiliate of any Lender under or in connection with the Credit Documents, whether for principal, interest, 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 commencement of any bankruptcy, insolvency, reorganization, or similar proceeding with respect to the Borrower or any other guarantor or which would have arisen or accrued but for the commencement of such proceeding, even if the claim for such obligation, liability, or indebtedness is not enforceable or allowable in such proceeding, and including all Obligations, liabilities, and indebtedness arising from any extensions of credit under or in connection with the Credit Documents from time to time, regardless whether any such extensions of credit are in excess of the Note Purchase Agreement, amount committed under or contemplated by the purchase Credit Documents or are made in circumstances in which any condition to extension of credit is not satisfied) (all of the Notes by the Purchasers foregoing obligations, liabilities and other consideration, hereby irrevocably, unconditionally, absolutely, jointly and severally guarantees, on a continuing basis, to each holder of Notes (each such holder being indebtedness are referred to herein collectively as the “Guarantied Obligations” and each as a "Noteholder" and, collectively, as the "Noteholders"“Guarantied Obligation”), whether such Note has been issued, is being issued on the date hereof or is hereafter issued in compliance with the provisions . Without limitation of the Note Purchase Agreementforegoing, as and for each Guarantor's own debt, until final and indefeasible payment has been made in cash (a) the due and punctual payment any of the principal Guarantied Obligations shall be and remain Guarantied Obligations entitled to the benefit of and accrued and unpaid interest this Guaranty if Agent or any of Lenders (including, without limitation, interest which otherwise may cease to accrue by operation of or any insolvency law, rule, regulation one or interpretation more assignees or transferees thereof) from time to time assign or otherwise transfer all or any portion of their respective rights and Make-Whole Amountobligations under the Credit Documents, if any, and or any other fees and expensesGuarantied Obligations, on the Notes at to 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, in each case when and as the same shall become due and payable, whether at maturity, pursuant to optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof, including, without limitation, overdue interest, indemnification payments and all reasonable costs and expenses incurred by the Noteholders in connection with enforcing any obligations Person. In furtherance of the Company under the Note Purchase Agreement and the Notes; it being the intent of each foregoing, Guarantor that the guaranty set forth herein shall be a continuing guaranty of payment and not a guaranty of collection; and (b) the prompt and complete payment, on demand, of any and all reasonable costs and expenses incurred by the Noteholders in connection with enforcing the obligations of such Guarantor hereunder, including, without limitation, the reasonable fees and disbursements of the Noteholders' special counselagrees as follows.

Guarantied Obligations. (a) Each of (x) the Borrowers other than (i) in each of their respective capacities as the primary obligor under the respective Revolving Credit Note to which it is party and (ii) Micro Warehouse Denmark APS and (y) the Subsidiary Guarantors (each of the foregoing entities individually a "Guarantor" and collectively the "Guarantors"), jointly and severally, in consideration of the execution and delivery of this Agreement by the Note Purchase AgreementLenders and the Administrative Agent, hereby irrevocably and unconditionally guarantees to the purchase Administrative Agent, for the benefit of the Notes by the Purchasers and other consideration, hereby irrevocably, unconditionally, absolutely, jointly and severally guarantees, on a continuing basis, to each holder of Notes (each such holder being referred to herein as a "Noteholder" and, collectively, as the "Noteholders"), whether such Note has been issued, is being issued on the date hereof or is hereafter issued in compliance with the provisions of the Note Purchase AgreementLenders, as and for each such Guarantor's own debt, until final and indefeasible payment has been made in cash (a) made, the due and punctual payment and performance in full in cash in the applicable currency of the principal of and accrued and unpaid interest Obligations (includingbut excluding, without limitationwith respect to each Foreign Subsidiary, interest which otherwise may cease the Domestic Obligations) (all such obligations so guarantied are herein collectively referred to accrue by operation of any insolvency law, rule, regulation or interpretation thereof) and Make-Whole Amount, if any, and any other fees and expenses, on as 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"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 and thereof, including, without limitation, overdue interest, indemnification payments and all reasonable costs and expenses incurred by the Noteholders in connection with enforcing any obligations of the Company under the Note Purchase Agreement and the Notes; it being the intent of each Guarantor the Guarantors that the guaranty set forth herein in this Section 11.01 (the "Unconditional Guaranty") shall be a continuing guaranty of payment and not a guaranty of collection; and. (b) As a separate and alternative stipulation, each of the prompt Guarantors unconditionally and complete paymentirrevocably agrees that any sum expressed to be payable by any Guarantor under Section 11.01(a) but which is for any reason (whether or not now existing and whether or not now known or becoming known to any party to this Agreement) not recoverable from such Guarantor on the basis of a guaranty shall nevertheless be recoverable from it as if it were the sole principal debtor and shall be paid by it to the Administrative Agent, for the benefit of the Lenders, on demand, of any and all reasonable costs and expenses incurred by the Noteholders in connection with enforcing the obligations of such Guarantor hereunder, including, without limitation, the reasonable fees and disbursements of the Noteholders' special counsel.

Guarantied Obligations. Each Guarantor, in consideration of To induce the execution Administrative Agent and delivery of the Note Purchase Lenders to make loans and grant other financial accommodations to the Borrowers under the Credit Agreement, the purchase of the Notes by the Purchasers and other consideration, each Guarantor hereby irrevocably, unconditionally, absolutely, jointly and severally guaranteesunconditionally, on and irrevocably, guaranties to the Administrative Agent, each Lender and any provider of a continuing basisLender Provided Interest Rate Hedge or any provider of any Other Lender Provided Financial Service Product, to each holder of Notes (each such holder being referred to herein as a "Noteholder" and, collectivelyand becomes surety, as though it was a primary obligor for, the "Noteholders"), whether such Note has been issued, is being issued on the date hereof or is hereafter issued in compliance with the provisions of the Note Purchase Agreement, as and for each Guarantor's own debt, until final and indefeasible payment has been made in cash (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 operation of an automatic stay under the federal bankruptcy code of the principal of and accrued and unpaid interest (including, without limitation, interest which otherwise may cease to accrue by operation United States or any similar Laws of any insolvency law, rule, regulation country or interpretation thereofjurisdiction) and Make-Whole Amount, if any, and any other fees and expenses, 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, in each case when and as the same shall become due and payable, whether at maturity, pursuant to optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereofObligations, including, without limitationlimiting the generality of the foregoing, overdue interestall obligations, indemnification payments liabilities, and all reasonable costs and expenses incurred by indebtedness from time to time of any Borrower or any other Guarantor to the Noteholders Administrative Agent or any of the Lenders or any Affiliate of any Lender under or in connection with enforcing the Credit Agreement or any obligations of other Loan Document, whether for principal, interest, fees, indemnities, expenses, or otherwise, and all renewals, extensions, 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 under the Note Purchase Agreement and the Notes; it being the intent of each Guarantor that the guaranty set forth herein shall be a continuing guaranty of payment and not a guaranty of collection; and (b) the prompt and complete payment, on demand, commencement of any bankruptcy, insolvency, reorganization, or similar proceeding with respect to any Borrower or any Guarantor or which would have arisen or accrued but for the commencement of such proceeding, even if the claim for such obligation, liability, or indebtedness is not enforceable or allowable in such proceeding, and including all reasonable costs Obligations, liabilities, and expenses incurred by the Noteholders Indebtedness arising from any extensions of credit under or in connection with enforcing the obligations any Loan Document from time to time, regardless of whether any such Guarantor hereunder, including, without limitation, the reasonable fees and disbursements extensions of credit are in excess of the Noteholders' special counselamount 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 of the foregoing obligations, liabilities and indebtedness are referred to herein collectively as the “Guarantied Obligations” and each as a “Guarantied Obligation”). Without limitation of the foregoing, any of the Guarantied Obligations shall be and remain Guarantied 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 any portion of their respective rights and obligations under the Loan Documents, or any other Guarantied Obligations, to any other Person. In furtherance of the foregoing, each Guarantor jointly and severally agrees as follows.

Guarantied Obligations. Each Guarantor, in consideration of the execution and delivery of the Note Purchase Agreement, the purchase of the Notes by the Purchasers and other consideration, hereby irrevocably, unconditionally, absolutely, jointly and severally guarantees, on a continuing basis, to each holder of Notes (each such holder being referred to herein as a "“Noteholder" ” and, collectively, as the "“Noteholders"”), whether such Note has been issued, is being issued on the date hereof or is hereafter issued in compliance with the provisions of the Note Purchase Agreement, as and for each Guarantor's ’s own debt, until final and indefeasible payment has been made in cash (a) the due and punctual payment of the principal of and accrued and unpaid interest (including, without limitation, interest which otherwise may cease to accrue by operation accruing after the filing of any insolvency lawinsolvency, rulereorganization or like proceeding, regulation whether or interpretation thereofnot a claim for post-filing or post-petition interest is allowed in such proceeding) and Make-Whole Amount or Modified Make-Whole Amount, if any, and any other fees and expenses, 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, in each case when and as the same shall become due and payable, whether at maturity, pursuant to optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof, including, without limitation, overdue interest, indemnification payments and all reasonable costs and expenses incurred by the Noteholders in connection with enforcing any obligations of the Company under the Note Purchase Agreement and the Notes; it being the intent of each Guarantor that the guaranty set forth herein shall be a continuing guaranty of payment and not a guaranty of collection; and (b) the prompt and complete payment, on demand, of any and all reasonable costs and expenses incurred by the Noteholders in connection with enforcing the obligations of such Guarantor hereunder, including, without limitation, the reasonable fees and disbursements of the Noteholders' ’ special counsel.

Guarantied Obligations. Each of the Borrower (as to the Swingline Notes) and the Subsidiary Guarantors (each of the foregoing entities individually a "Guarantor" and collectively the "Guarantors"), jointly and severally, in consideration of the execution and delivery of this Agreement by the Note Purchase AgreementLenders and the Administrative Agent, hereby irrevocably and unconditionally guarantees to the purchase Administrative Agent, for the benefit of the Notes by the Purchasers and other consideration, hereby irrevocably, unconditionally, absolutely, jointly and severally guarantees, on a continuing basis, to each holder of Notes (each such holder being referred to herein as a "Noteholder" and, collectively, as the "Noteholders"), whether such Note has been issued, is being issued on the date hereof or is hereafter issued in compliance with the provisions of the Note Purchase AgreementLenders, as and for each such Guarantor's own debt, until final and indefeasible payment has been made in cashmade: (a) the due and punctual payment in full in cash in the applicable currency of the principal of and accrued and unpaid interest (including, without limitation, interest which otherwise may cease to accrue by operation of any insolvency law, rule, regulation or interpretation thereof) and Make-Whole Amount, if any, and any other fees and expenses, 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 NotesObligations, 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, including, without limitation, overdue interest, indemnification payments and all reasonable costs and expenses incurred by the Noteholders in connection with enforcing any obligations of the Company under the Note Purchase this Agreement and the Notes; other Facility Documents, it being the intent of each Guarantor the Guarantors that the guaranty set forth herein in this Section 11.01 (the "Unconditional Guaranty") shall be a continuing guaranty of payment and not a guaranty of collection; and (b) the prompt punctual and complete paymentfaithful performance, on demandkeeping, observance, and fulfillment by each Obligor of any all duties, agreements, covenants and all reasonable costs and expenses incurred by obligations such Obligor contained in each of the Noteholders in connection with enforcing Facility Documents to which it is a party. Notwithstanding anything to the contrary contained herein, the obligations of such Guarantor hereunderMicrocell under this Agreement and the other Facility Documents are limited to the principal, including, without limitation, interest and other amounts outstanding under the reasonable fees Microcell Note and disbursements the Microcell Loan Agreement. In furtherance of the Noteholders' special counselforegoing, all rights granted to the Administrative Agent under Section 3.05 of the Pledge Agreement upon an Event of Default with respect to the Microcell Note and the Microcell Loan Agreement shall be granted to the Administrative Agent effective as of the Closing Date.

Guarantied Obligations. Each Guarantor, in consideration of the execution and delivery of the Note Purchase Agreement, the purchase of the Notes by the Purchasers and other consideration, Guarantor hereby irrevocably, unconditionally, absolutely, jointly and severally guarantees, on a continuing basis, unconditionally and irrevocably guaranties to the Administrative Agent and each holder of Notes (each such holder being referred to herein as a "Noteholder" and, collectivelyLender and becomes surety, as though it was a primary obligor for, the "Noteholders"), whether such Note has been issued, is being issued on the date hereof or is hereafter issued in compliance with the provisions of the Note Purchase Agreement, as and for each Guarantor's own debt, until final and indefeasible payment has been made in cash (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 operation of an automatic stay under the federal bankruptcy code of the principal of and accrued and unpaid interest (including, without limitation, interest which otherwise may cease to accrue by operation United States or any similar Laws of any insolvency law, rule, regulation country or interpretation thereofjurisdiction) and Make-Whole Amount, if any, and any other fees and expenses, 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, in each case when and as the same shall become due and payable, whether at maturity, pursuant to optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereofObligations, including, without limitationlimiting the generality of the foregoing, overdue interestall obligations, indemnification payments liabilities, and all reasonable costs and expenses incurred by indebtedness from time to time of the Noteholders Company or any other Guarantor to the Administrative Agent or any of the Lenders or any Affiliate of any Lender under or in connection with enforcing the Credit Agreement or any obligations other Loan Document, whether for principal, interest, fees, indemnities, expenses, or otherwise, and all renewals, extensions, amendments, 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 commencement of any bankruptcy, insolvency, reorganization, or similar proceeding with respect to the Company or any Guarantor or which would have arisen or accrued but for the commencement of such proceeding, even if the claim for such obligation, liability, or indebtedness is not enforceable or allowable in such proceeding, and including all Obligations, liabilities, and Indebtedness arising from any extensions of credit under the Note Purchase Agreement and the Notes; it being the intent of each Guarantor that the guaranty set forth herein shall be a continuing guaranty of payment and not a guaranty of collection; and (b) the prompt and complete payment, on demand, of any and all reasonable costs and expenses incurred by the Noteholders or in connection with enforcing the obligations any Loan Document from time to time, regardless of whether any such Guarantor hereunder, including, without limitation, the reasonable fees and disbursements extensions of credit are in excess of the Noteholders' special counselamount 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 of the foregoing obligations, liabilities and indebtedness are referred to herein collectively as the “Guarantied Obligations” and each as a “Guarantied Obligation”). Without limitation of the foregoing, any of the Guarantied Obligations shall be and remain Guarantied Obligations entitled to the benefit of this Guaranty if the Administrative Agent or any of the Lenders (or any one or more assignees or transferees thereof) from time to time assign or otherwise transfer all or any portion of their respective rights and obligations under the Loan Documents, or any other Guarantied Obligations, to any other Person.

Guarantied Obligations. Each Guarantor, in consideration of To induce the execution Administrative Agent and delivery of the Note Purchase Lenders to make loans and grant other financial accommodations to the Borrowers under the Credit Agreement, the purchase of the Notes by the Purchasers and other consideration, each Guarantor hereby irrevocably, unconditionally, absolutely, jointly and severally guaranteesunconditionally, on and irrevocably, guaranties to the Administrative Agent, each Lender and any provider of a continuing basis, to each holder Lender Provided Interest Rate Hedge or any provider of Notes (each such holder being referred to herein as a "Noteholder" and, collectivelyOther Lender Provided Financial Service Products; and becomes surety, as though it was a primary obligor for, the "Noteholders"), whether such Note has been issued, is being issued on the date hereof or is hereafter issued in compliance with the provisions of the Note Purchase Agreement, as and for each Guarantor's own debt, until final and indefeasible payment has been made in cash (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 operation of an automatic stay under the federal bankruptcy code of the principal of and accrued and unpaid interest (including, without limitation, interest which otherwise may cease to accrue by operation United States or any similar Laws of any insolvency law, rule, regulation country or interpretation thereofjurisdiction) and Make-Whole Amount, if any, and any other fees and expenses, 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, in each case when and as the same shall become due and payable, whether at maturity, pursuant to optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereofObligations, including, without limitationlimiting the generality of the foregoing, overdue interestall obligations, indemnification payments liabilities, and all reasonable costs and expenses incurred by indebtedness from time to time of the Noteholders Borrowers or any other Guarantor to the Administrative Agent or any of the Lenders or any Affiliate of any Lender under or in connection with enforcing the Credit Agreement or any obligations of other Loan Document, whether for principal, interest, fees, indemnities, expenses, or otherwise, and all renewals, extensions, amendments, 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 under the Note Purchase Agreement and the Notes; it being the intent of each Guarantor that the guaranty set forth herein shall be a continuing guaranty of payment and not a guaranty of collection; and (b) the prompt and complete payment, on demand, commencement of any bankruptcy, insolvency, reorganization, or similar proceeding with respect to the Borrowers or any Guarantor or which would have arisen or accrued but for the commencement of such proceeding, even if the claim for such obligation, liability, or indebtedness is not enforceable or allowable in such proceeding, and including all reasonable costs Obligations, liabilities, and expenses incurred by the Noteholders Indebtedness arising from any extensions of credit under or in connection with enforcing the obligations any Loan Document from time to time, regardless of whether any such Guarantor hereunder, including, without limitation, the reasonable fees and disbursements extensions of credit are in excess of the Noteholders' special counselamount 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 of the foregoing obligations, liabilities and indebtedness are referred to herein collectively as the "Guarantied Obligations” and each as a “Guarantied Obligation”). Without limitation of the foregoing, any of the Guarantied Obligations shall be and remain Guarantied Obligations entitled to the benefit of this Guaranty if the Administrative Agent or any of the Lenders (or any one or more assignees or transferees thereof) from time to time assign or otherwise transfer all or any portion of their respective rights and obligations under the Loan Documents, or any other Guarantied Obligations, to any other Person. In furtherance of the foregoing, each Guarantor jointly and severally agrees as follows.

Guarantied Obligations. Each Guarantor, in consideration of To induce the execution Administrative Agent and delivery of the Note Purchase Lenders to make loans and grant other financial accommodations to the Borrower under the Credit Agreement, the purchase of the Notes by the Purchasers and other consideration, each Guarantor hereby irrevocably, unconditionally, absolutely, jointly and severally guaranteesunconditionally, on a continuing basisand irrevocably, guaranties to the Administrative Agent, each holder Lender and any provider of Notes (each such holder being referred to herein as a "Noteholder" andany Lender Provided Hedge or any provider of Other Lender Provided Financial Service Products, collectivelyand becomes surety, as though it was a primary obligor for, the "Noteholders"), whether such Note has been issued, is being issued on the date hereof or is hereafter issued in compliance with the provisions of the Note Purchase Agreement, as and for each Guarantor's own debt, until final and indefeasible payment has been made in cash (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 operation of an automatic stay under the federal bankruptcy code of the principal of and accrued and unpaid interest (including, without limitation, interest which otherwise may cease to accrue by operation United States or any similar laws of any insolvency law, rule, regulation country or interpretation thereofjurisdiction) and Make-Whole Amount, if any, and any other fees and expenses, 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, in each case when and as the same shall become due and payable, whether at maturity, pursuant to optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereofObligations, including, without limitationlimiting the generality of the foregoing, overdue interestall obligations, indemnification payments liabilities, and all reasonable costs and expenses incurred by indebtedness from time to time of the Noteholders Borrower or any other Guarantor to the Administrative Agent or any of the Lenders or any Affiliate of any Lender under or in connection with enforcing the Credit Agreement or any obligations of other Loan Document, whether for principal, interest, 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 Company under the Note Purchase Agreement and the Notes; it being the intent of each Guarantor that the guaranty set forth herein shall be a continuing guaranty of payment and not a guaranty of collection; and (b) the prompt and complete payment, on demand, commencement of any bankruptcy, insolvency, reorganization, or similar proceeding with respect to the Borrower or any Guarantor or which would have arisen or accrued but for the commencement of such proceeding, even if the claim for such obligation, liability, or indebtedness is not enforceable or allowable in such proceeding, and including all reasonable costs Obligations, liabilities, and expenses incurred by the Noteholders Indebtedness arising from any extensions of credit under or in connection with enforcing the obligations any Loan Document from time to time, regardless whether any such extensions of such Guarantor hereunder, including, without limitation, the reasonable fees and disbursements credit are in excess of the Noteholders' special counselamount 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 of the foregoing obligations, liabilities and indebtedness are referred to herein collectively as the “Guarantied Obligations” and each as a “Guarantied Obligation”). Without limitation of the foregoing, any of the Guarantied Obligations shall be and remain Guarantied Obligations entitled to the benefit of this Guaranty if the Administrative Agent or any of the Lenders (or any one or more assignees or transferees thereof) from time to time assign or otherwise transfer all or any portion of their respective rights and obligations under the Loan Documents, or any other Guarantied Obligations, to any other Person. In furtherance of the foregoing, each Guarantor jointly and severally agrees as follows.

Guarantied Obligations. Each GuarantorTo induce the Administrative Agent and the Lenders to make loans and grant other financial accommodations to the Borrower under the Credit Agreement, in consideration each Guarantor hereby jointly and severally, unconditionally and irrevocably, guaranties to the Administrative Agent, each Lender and any Lender which provides a Lender Provided Interest Rate Hedge, Lender Provided Foreign Currency Hedge or any provider of Other Lender Provided Financial Service Products, and becomes surety, as though it was a primary obligor for, the 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 federal bankruptcy code of the execution and delivery United States or any similar Laws of any country or jurisdiction) of all Obligations, including, without limiting the generality of the Note Purchase foregoing, all obligations, liabilities, and indebtedness from time to time of the Borrower or any other Guarantor to the Administrative Agent or any of the Lenders or any Affiliate of any Lender under or in connection with the (i) Credit Agreement, (ii) any other Loan Document, (iii) any Lender Provided Interest Rate Hedge, Lender Provided Foreign Currency Hedge, and/or (iv) any Other Lender Provided Financial Service Product, whether for principal, interest , fees, indemnities, expenses, or otherwise, and all renewals, extensions, amendments, 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 purchase commencement of any bankruptcy, insolvency, reorganization, or similar proceeding with respect to the Borrower or any Guarantor or which would have arisen or accrued but for the commencement of such proceeding, even if the claim for such obligation, liability, or indebtedness is not enforceable or allowable in such proceeding, and including all Obligations, liabilities, and Indebtedness arising from any extensions of credit under or in connection with any Loan Document from time to time, regardless of whether any such extensions of credit are in excess of the Notes amount committed under or contemplated by the Purchasers Loan Documents or are made in circumstances in which any condition to extension of credit is not satisfied) (all of the foregoing obligations, liabilities and other consideration, hereby irrevocably, unconditionally, absolutely, jointly and severally guarantees, on a continuing basis, to each holder of Notes (each such holder being indebtedness are referred to herein as a "Noteholder" and, collectively, as the "Noteholders"“Guarantied Obligations” and each, as a “Guarantied Obligation”). Notwithstanding anything to the contrary contained in the foregoing, whether such Note has been issued, is being issued on the date hereof or is hereafter issued in compliance with the provisions Guaranteed Obligations shall not include any Excluded Hedge Liabilities. Without limitation of the Note Purchase Agreementforegoing, as and for each Guarantor's own debt, until final and indefeasible payment has been made in cash (a) the due and punctual payment any of the principal Guarantied Obligations shall be and remain Guarantied Obligations entitled to the benefit of and accrued and unpaid interest this Guaranty if the Administrative Agent or any of the Lenders (including, without limitation, interest which otherwise may cease to accrue by operation of or any insolvency law, rule, regulation one or interpretation more assignees or transferees thereof) from time to time assign or otherwise transfer all or any portion of their respective rights and Make-Whole Amountobligations under the Loan Documents, if any, and or any other fees and expensesGuarantied Obligations, on the Notes at to any time outstanding and the due and punctual payment of all other amounts payable, and all other indebtedness owing, by the Company Person pursuant to the Noteholders under the Note Purchase Agreement and the Notes, in each case when and as the same shall become due and payable, whether at maturity, pursuant to optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof, including, without limitation, overdue interest, indemnification payments and all reasonable costs and expenses incurred by the Noteholders in connection with enforcing any obligations of the Company under Credit Agreement. In furtherance of the Note Purchase Agreement and the Notes; it being the intent of foregoing., each Guarantor that the guaranty set forth herein shall be a continuing guaranty of payment jointly and not a guaranty of collection; and (b) the prompt and complete payment, on demand, of any and all reasonable costs and expenses incurred by the Noteholders in connection with enforcing the obligations of such Guarantor hereunder, including, without limitation, the reasonable fees and disbursements of the Noteholders' special counselseverally agrees as follows.

Guarantied Obligations. Each GuarantorThe Parent, in consideration of the execution and delivery of this Agreement and the Note Purchase Agreement, continued availability to the purchase Company of the Notes loans evidenced by the Purchasers Notes held by you and the other considerationCurrent Holders and the financial accommodations provided by you and the other Current Holders to the Company, hereby irrevocably, unconditionally, absolutely, jointly and severally guaranteesabsolutely guaranties, on a continuing basis, to each holder of Notes (each such holder being referred to herein as a "Noteholder" and, collectively, as the "Noteholders"), whether such Note has been issued, is being issued on the date hereof or is hereafter issued in compliance with the provisions of the Note Purchase Agreement, as and for each Guarantorthe Parent's own debt, until final and indefeasible payment of the amounts referred to in clause (a) below has been made in cashmade: (a) the due and punctual payment by the Company of the principal of and accrued and unpaid interest (including, without limitation, interest which otherwise may cease to accrue by operation of any insolvency law, rule, regulation or interpretation thereof) and Make-Whole Amount, if anyof, and any other fees and expensesinterest on, 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 under this Agreement, the Note Purchase Agreement Other Agreements and the NotesNotes (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in 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, including, without limitation, overdue interest, indemnification payments and all reasonable costs and expenses incurred by the Noteholders in connection with enforcing any obligations of the Company under the Note Purchase Agreement and the Notes; it being the intent of each Guarantor the Parent that the guaranty set forth herein shall be a continuing guaranty of payment and not a guaranty of collection; and; (b) the prompt due and complete payment, on demand, of any and all reasonable costs and expenses incurred punctual payment by the Noteholders Company of the Customer Deposits and the Vendor Receivables whether due to orders placed or return of Customer Deposits pursuant the terms of this Agreement; and (c) the punctual and faithful performance, keeping, observance, and fulfillment by the Company of all duties, agreements, covenants and Obligations of the Company contained in connection with enforcing the Financing Documents. All of the obligations set forth in clauses (a), (b) and (c) of such Guarantor hereunder, including, without limitation, this Section 19.1 are referred to herein as the reasonable fees "GUARANTIED OBLIGATIONS" and disbursements of the Noteholders' special counselguaranty thereof set forth in this Section 19 is sometimes referred to herein as the "PARENT GUARANTY."

Guarantied Obligations. Each Guarantor, in consideration of the execution and delivery of the Note Purchase Agreement, the purchase of the Notes by the Purchasers and other consideration, Guarantor hereby irrevocably, unconditionally, absolutely, jointly and severally guaranteesunconditionally and irrevocably guaranties to the Administrative Agent and each Lender and any provider of a Lender Provided Foreign Currency Hedge, on any provider of a continuing basis, to each holder Lender Provided Interest Rate Hedge or any provider of Notes (each such holder being referred to herein as a "Noteholder" and, collectivelyOther Lender Provided Financial Service Products and becomes surety, as though it was a primary obligor for, the "Noteholders"), whether such Note has been issued, is being issued on the date hereof or is hereafter issued in compliance with the provisions of the Note Purchase Agreement, as and for each Guarantor's own debt, until final and indefeasible payment has been made in cash (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 operation of an automatic stay under the federal bankruptcy code of the principal of and accrued and unpaid interest (including, without limitation, interest which otherwise may cease to accrue by operation United States or any similar Laws of any insolvency law, rule, regulation country or interpretation thereofjurisdiction) and Make-Whole Amount, if any, and any other fees and expenses, 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, in each case when and as the same shall become due and payable, whether at maturity, pursuant to optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereofObligations, including, without limitationlimiting the generality of the foregoing, overdue interestall obligations, indemnification payments liabilities, and all reasonable costs and expenses incurred by indebtedness from time to time of the Noteholders Borrowers or any other Guarantor to the Administrative Agent or any of the Lenders or any Affiliate of any Lender under or in connection with enforcing the Credit Agreement or any obligations other Loan Document, whether for principal, interest, fees, indemnities, expenses, or otherwise, and all renewals, extensions, amendments, 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 commencement of any bankruptcy, insolvency, reorganization, or similar proceeding with respect to any Borrower or any Guarantor or which would have arisen or accrued but for the commencement of such proceeding, even if the claim for such obligation, liability, or indebtedness is not enforceable or allowable in such proceeding, and including all Obligations, liabilities, and Indebtedness arising from any extensions of credit under or in connection with any Loan Document from time to time, regardless of whether any such extensions of credit are in excess of the Company amount committed under or contemplated by the Note Purchase Agreement Loan Documents or are made in circumstances in which any condition to extension of credit is not satisfied) (all of the foregoing obligations, liabilities and indebtedness are referred to herein collectively as the Notes; it being "Guarantied Obligations" and each as a "Guarantied Obligation"). Notwithstanding anything to the intent of each Guarantor that the guaranty set forth herein contrary contained herein, Guarantied Obligations shall be a continuing guaranty of payment and not a guaranty of collection; and (b) the prompt and complete payment, on demand, of specifically exclude any and all reasonable costs and expenses incurred by the Noteholders in connection with enforcing the obligations of such Guarantor hereunder, including, without limitation, the reasonable fees and disbursements Excluded Hedge Liabilities. Without limitation of the Noteholders' special counselforegoing, any of the Guarantied Obligations shall be and remain Guarantied Obligations entitled to the benefit of this Guaranty if the Administrative Agent or any of the Lenders (or any one or more assignees or transferees thereof) from time to time assign or otherwise transfer all or any portion of their respective rights and obligations under the Loan Documents, or any other Guarantied Obligations, to any other Person.

Guarantied Obligations. (a) Each Guarantor, in consideration of the execution and delivery of the Note Purchase Agreement, the purchase of the Notes by the Purchasers Agreement and other consideration, hereby irrevocably, unconditionally, absolutely, jointly unconditionally and severally guaranteesabsolutely guaranties, on a continuing basis, to each holder of Notes (each such holder being herein referred to herein as a "Noteholder" and, collectively, as the NOTEHOLDER"Noteholders"), whether such Note has been issued, is being issued on the date hereof or is hereafter issued in compliance with the provisions of the Note Purchase Agreement, ) as and for each such Guarantor's own debt, until final and indefeasible payment has been made in cash: (ai) the due and punctual prompt payment of the principal of the Notes and any and all accrued and unpaid interest (including, without limitation, interest which otherwise may cease to accrue by operation of any insolvency law, rule, regulation or interpretation thereof) and Make-Whole Amount, if any, and any other fees and expenses, on the Notes at any time outstanding and the due and punctual payment of all other amounts payable, and all other indebtedness owing, by obligations of the Company to the Noteholders under the Note Purchase Agreement and the Notes, in each case when and as the same shall become due and payabledue, whether at maturity, pursuant to by mandatory or optional prepayment, by acceleration or otherwise, all in accordance with the terms of the Note Purchase Agreement and provisions hereof and thereofthe Notes, including, without limitation, overdue interest, indemnification payments and all reasonable costs and expenses incurred by the Noteholders in connection with enforcing any obligations of the Company under the Note Purchase Agreement and the Notes; it being , including, without limitation, the intent reasonable fees and disbursements of Noteholders' special counsel, (ii) the prompt and punctual performance and observance of each Guarantor that and every term, covenant or agreement contained in the guaranty set forth herein shall Note Purchase Agreement and the Notes to be a continuing guaranty performed or observed on the part of payment and not a guaranty of collection; the Company, and (biii) the prompt and complete payment, on demand, of any and all reasonable costs and expenses incurred by the Noteholders in connection with enforcing the obligations of such Guarantor hereunder, including, without limitation, the reasonable fees and disbursements of the Noteholders' special counsel. All of the obligations set forth in subsections (i), (ii) and (iii) of this Section 2.1 are referred to herein as the "GUARANTIED OBLIGATIONS" and the guaranty thereof contained herein is a primary, original and immediate obligation of each Guarantor and 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 of the Guarantied Obligations. (b) If for any reason any duty, agreement or obligation of the Company contained in the Note Purchase Agreement shall not be performed or observed by the Company as provided therein, or if any amount payable under or in connection with the Note Purchase Agreement or the Notes shall not be paid in full when the same becomes due and payable, each Guarantor undertakes to perform or cause to be performed promptly each of such duties, agreements and obligations and to pay forthwith each such amount to the Noteholders regardless of any defense or setoff or counterclaim which the Company may have or assert, and regardless of any other condition or contingency.

Guarantied Obligations. Each Guarantor, in consideration of To induce the execution Administrative Agent and delivery of the Note Purchase Lenders to make loans and grant other financial accommodations to the Borrower under the Credit Agreement, the purchase of the Notes by the Purchasers and other consideration, each Guarantor hereby irrevocably, unconditionally, absolutely, jointly and severally guaranteesunconditionally, on a continuing basisand irrevocably, guaranties to the Administrative Agent and each holder of Notes (each such holder being referred to herein as a "Noteholder" andLender, collectivelyand becomes surety, as though it was a primary obligor for, the "Noteholders")full, strict and indefeasible 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 federal bankruptcy code of the United States or any similar laws of any country or jurisdiction) of: (i) all Obligations, including, without limiting the generality of the foregoing, all obligations, liabilities, and indebtedness from time to time of the Borrower or any other Loan Party to the Administrative Agent or any of the Lenders, under or in connection with the Credit Agreement or any other Loan Document or any Specified Swap Agreement, whether for principal, interest, fees, indemnities, expenses, or otherwise, and all refinancings or refundings thereof, whether such Note has been issuedobligations, is being issued on 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 date hereof commencement of any bankruptcy, insolvency, reorganization, or is hereafter issued in compliance similar proceeding with the provisions respect to any of the Note Purchase Agreement, as and Loan Parties or that would have arisen or accrued but for each Guarantor's own debt, until final and indefeasible payment has been made in cash the commencement of such proceeding (a) the due and punctual payment of the principal of and accrued and unpaid interest (including, including without limitation, interest which otherwise may cease to accrue by operation of any insolvency lawafter default), ruleeven if the claim for such obligation, regulation liability or interpretation thereof) and Make-Whole Amount, if anyindebtedness is not enforceable or allowable in such proceeding, and any other fees and expensesincluding all Obligations, on the Notes at any time outstanding and the due and punctual payment of all other amounts payableliabilities, and all other indebtedness owing, by the Company to the Noteholders arising from any extensions of credit under the Note Purchase Agreement and the Notes, in each case when and as the same shall become due and payable, whether at maturity, pursuant to optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof, including, without limitation, overdue interest, indemnification payments and all reasonable costs and expenses incurred by the Noteholders in connection with enforcing the Loan Documents or any obligations Specified Swap Agreement from time to time, regardless of whether any such extensions of credit are in excess of the Company amount committed under or contemplated by the Note Purchase Loan Documents or any Specified Swap Agreement and the Notes; it being the intent or are made in circumstances in which any condition to extension of each Guarantor that the guaranty set forth herein shall be a continuing guaranty of payment and credit is not a guaranty of collection; and satisfied), (bii) the prompt and complete payment, on demand, any obligation or liability of any and all reasonable costs and expenses incurred of the Loan Parties arising out of overdrafts on deposits or other accounts or out of electronic funds (whether by wire transfer or through automated clearing houses or otherwise) or out of the Noteholders return unpaid of, or other failure of the Administrative Agent or any Lender to receive final payment for, any check, item, instrument, payment order or other deposit or credit to a deposit or other account, or out of the Administrative Agent’s or any Lender’s non-receipt of or inability to collect funds or otherwise not being made whole in connection with enforcing the obligations depository or other similar arrangements, and (iii) any amendments, extensions, renewals and increases of such Guarantor hereunder, including, without limitation, the reasonable fees and disbursements or to any of the Noteholders' special counsel.foregoing (all of the foregoing obligations, liabilities and indebtedness are referred to herein collectively as the “Guarantied Obligations” and each as a “Guarantied Obligation”). Without limitation of the foregoing, any of the Guarantied Obligations shall be and remain Guarantied 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 assigns or otherwise transfers all or any portion of their respective rights and obligations under the Loan Documents, or any other Guarantied Obligations, to any other Person as provided by the Loan Documents or by the Specified Swap Agreements. In furtherance of the foregoing, each Guarantor jointly and severally agrees as follows:

Guarantied Obligations. Each The first full paragraph of the Guaranty is deleted and the following inserted in lieu thereof: The undersigned GCR Gaming Guarantor, in consideration of the execution and delivery of the Note Purchase AgreementLLC, the purchase of the Notes by the Purchasers and other consideration, hereby irrevocably, unconditionally, absolutely, jointly and severally guarantees, on a continuing basis, to each holder of Notes Nevada limited liability company (each such holder being referred to herein as a "Noteholder" and, collectively, as the "NoteholdersGuarantor"), whether such Note has been issuedand an affiliate of GCR Gaming, LLC ("GCR"), a Nevada limited liability company, hereby irrevocably and unconditionally guarantees the payment and performance (A) by GCR pursuant to Sections 4.1(a) and 4.2 of the Operating Agreement, dated March 10, 2000 (the "Agreement"), as amended by that certain First Amendment to Operating Agreement, dated September 17, 2001 (the "First Operating Agreement Amendment") (as amended, the "Agreement") of Green Valley Ranch Gaming, LLC (the "Company"), to the same extent that GCR is being issued bound thereby, (B) by GCR and Guarantor of their obligations under the Pledge/Guaranty Agreements, (C) by GCR to pay any Default Loan and any Default Loan Interest arising from a failure by GCR to make a Required Guaranty Payment, (D) by GCR of the Twenty-Five Percent Payment (to the extent that the same is owing under the Agreement) for the period commencing on the date hereof or is hereafter issued in compliance with on which GCR's payment obligation begins and ending on the provisions earlier to occur of the Note Purchase Agreement, as and for each Guarantor's own debt, until final and indefeasible payment has been made in cash (a) the due and punctual payment of the principal of and accrued and unpaid interest (including, without limitation, interest which otherwise may cease to accrue by operation of any insolvency law, rule, regulation or interpretation thereof) and Make-Whole Amount, if anyone year from such date, and any other fees and expenses, 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, in each case when and as the same shall become due and payable, whether at maturity, pursuant to optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof, including, without limitation, overdue interest, indemnification payments and all reasonable costs and expenses incurred by the Noteholders in connection with enforcing any obligations of the Company under the Note Purchase Agreement and the Notes; it being the intent of each Guarantor that the guaranty set forth herein shall be a continuing guaranty of payment and not a guaranty of collection; and (b) the prompt date on which such payment obligation which GCR fails to make in breach of Sections 4.1(a) and complete payment4.2 of the Agreement has been satisfied, on demandand (E) of all costs (including reasonable attorney's fees and costs of in-house counsel) incurred in enforcing this Guaranty resulting from a default by GCR or Guarantor under any of the Pledge/Guaranty Agreements or this Agreement. (Any term with its initial letter capitalized and not otherwise defined herein shall have the meaning ascribed to it in the Agreement.) This Guaranty is for the benefit of (i) the Company with respect to subparagraphs (A), (B), (D) and (E) above, and (ii) Station with respect to subparagraphs (A), (B), (C), (D) and (E) above. The amounts guaranteed by this Guaranty shall be limited as follows: (i) until the earlier of the execution of the Construction Loan Documents or Permanent Loan Documents, $155,000,000.00, (ii) if Construction Loan Documents or Permanent Loan Documents are executed, then from such execution until ninety (90) days after the Opening of the Project, $33,000,000.00, (iii) if Construction Loan Documents have been executed, then from ninety (90) days after the Opening of the Project and so long as any monetary obligations under the Construction Financing (if any) remain outstanding or liens securing the same are in effect, $22,000,000.00, and (iv) from and after the later to occur of the ninety (90) days after the Opening of the Project or payment in full of the Construction Financing (and the release of all reasonable costs liens securing the same and expenses incurred by the Noteholders in connection with enforcing termination of all agreements related thereto), the obligations guaranteed hereby shall be limited to those set forth in Sections 4.2(b) and 4.2(c) of such Guarantor hereunderthe Agreement and subparagraph (E) above and shall be limited to $15,000,000.00 in aggregate; provided, includinghowever, that the amounts guarantied hereby shall not be reduced as set forth in this sentence until all Default Loans, Default Loan Interest and Twenty-Five Percent Payment owing to Station are paid in full. Notwithstanding the foregoing paragraph, the undersigned irrevocably and unconditionally guarantees, without dollar limitation, the reasonable fees payment and disbursements performance of GCR's obligations, including indemnity obligations, set forth in Section 11 of the Noteholders' special counselFirst Operating Agreement Amendment.

Guarantied Obligations. Each Guarantor, in consideration of the execution jointly and delivery of the Note Purchase Agreement, the purchase of the Notes by the Purchasers and other considerationseverally, hereby irrevocably, unconditionally, absolutely, jointly irrevocably and severally guarantees, on a continuing basis, unconditionally guaranties to each holder of Notes (each such holder being referred to herein as a "Noteholder" and, collectively, as the "Noteholders"), whether such Note has been issued, is being issued on the date hereof or is hereafter issued in compliance with the provisions of the Note Purchase AgreementBeneficiaries, as and for each Guarantor's its own debt, until final and indefeasible payment thereof has been made in cash (a) made, the due and punctual payment of the principal of and accrued and unpaid interest (including, without limitation, interest which otherwise may cease to accrue by operation of any insolvency law, rule, regulation or interpretation thereof) and Make-Whole Amount, if any, and any other fees and expenses, 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 NotesGuarantied Obligations, in each case when and as the same shall become due and payable, whether at maturity, pursuant to optional prepaymentby acceleration, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof, including, without limitation, overdue interest, indemnification payments and all reasonable costs and expenses incurred by the Noteholders in connection with enforcing any obligations of the Company under the Note Purchase Agreement and the Notes; it being the intent of each Guarantor that the guaranty set forth herein shall be a continuing guaranty of payment and not a guaranty of collection; and provided, however, that each Guarantor shall be liable under this Guaranty for the maximum amount of such liability that can be incurred without rendering this Guaranty, as it relates to such Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount. Each Guarantor represents and warrants to the Beneficiaries that (bi) neither this Guaranty nor any collateral security therefor has been given with an intent to hinder, delay or defraud any creditor of such Guarantor; (ii) such Guarantor is not engaged, or about to engage, in any business or transaction for which its assets (other than those necessary to satisfy its obligations under this Guaranty or those given as collateral security for such obligations) are unreasonably small in relation to the prompt business or transaction, nor does such Guarantor intend to incur, or believe or reasonably should believe that it will incur, debts beyond its ability to pay as they become due; and complete payment(iii) such Guarantor is not insolvent at the time it gives this Guaranty, on demandand the giving of this Guaranty and any collateral security provided in connection herewith will not result in such Guarantor’s becoming insolvent. Each Guarantor hereby covenants and agrees that, as long as this Guaranty remains in effect, such Guarantor (i) shall incur no indebtedness beyond its ability to repay the same in full in accordance with the terms thereof and (ii) shall not take any action, or suffer to occur any omission, which could give rise to a claim by any third party to set aside this Guaranty or any collateral given in connection herewith, or in any manner impair the Beneficiaries’ rights and privileges hereunder or thereunder. Each Qualified ECP Guarantor hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide funds or other support to each other Loan Party as may be needed by such Loan Party from time to time to honor all of its obligations under the Credit Agreement and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 2 voidable under any applicable fraudulent transfer or conveyance act). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Guarantied Obligations shall have been paid in full and the Commitments shall have been terminated and all reasonable costs Letters of Credit shall have expired or been terminated or canceled. Each Qualified ECP Guarantor intends this Section to constitute, and expenses incurred by the Noteholders in connection with enforcing this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support or other agreement” for the benefit of, each other Loan Party for all purposes of such Guarantor hereunder, including, without limitation, the reasonable fees and disbursements Section 1a(18)(A)(v)(II) of the Noteholders' special counselCommodity Exchange Act.

Guarantied Obligations. Each The first full paragraph of the Guaranty is deleted and the following inserted in lieu thereof: The undersigned GCR Gaming Guarantor, in consideration LLC, a Nevada limited liability company (“Guarantor”), and an affiliate of GCR Gaming, LLC (“GCR”), a Nevada limited liability company, hereby irrevocably and unconditionally guarantees the payment and performance (A) by GCR pursuant to Section 4.2 of the execution Operating Agreement, dated March 10, 2000 (the “Agreement”), as amended by the First Amendment to Operating Agreement, dated September 17, 2001, and delivery the Second Amendment to Operating Agreement, dated December 19, 2003 (as amended, the “Agreement”) of Green Valley Ranch Gaming, LLC (the “Company”), to the same extent that GCR is bound thereby, (B) by GCR and Guarantor of their obligations under the Pledge/Guaranty Documents, (C) by GCR to pay any Default Loan and any Default Loan Interest arising from a failure by GCR to make a Required Guaranty Payment, (D) by GCR of the Note Purchase Twenty-Five Percent Payment (to the extent that the same is owing under the Agreement, ) for the purchase of the Notes by the Purchasers and other consideration, hereby irrevocably, unconditionally, absolutely, jointly and severally guarantees, on a continuing basis, to each holder of Notes (each such holder being referred to herein as a "Noteholder" and, collectively, as the "Noteholders"), whether such Note has been issued, is being issued period commencing on the date hereof or is hereafter issued in compliance with on which GCR’s payment obligation begins and ending on the provisions earlier to occur of the Note Purchase Agreement, as and for each Guarantor's own debt, until final and indefeasible payment has been made in cash (a) the due and punctual payment of the principal of and accrued and unpaid interest (including, without limitation, interest which otherwise may cease to accrue by operation of any insolvency law, rule, regulation or interpretation thereof) and Make-Whole Amount, if anyone year from such date, and any other fees and expenses, 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, in each case when and as the same shall become due and payable, whether at maturity, pursuant to optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof, including, without limitation, overdue interest, indemnification payments and all reasonable costs and expenses incurred by the Noteholders in connection with enforcing any obligations of the Company under the Note Purchase Agreement and the Notes; it being the intent of each Guarantor that the guaranty set forth herein shall be a continuing guaranty of payment and not a guaranty of collection; and (b) the prompt date on which such payment obligation which GCR fails to make in breach of Section 4.2 of the Agreement has been satisfied, and complete payment, on demand, (E) of any and all costs (including reasonable costs and expenses incurred by the Noteholders in connection with enforcing the obligations of such Guarantor hereunder, including, without limitation, the reasonable attorney’s fees and disbursements costs of in-house counsel) incurred in enforcing this Guaranty resulting from a default by GCR or Guarantor under any of the Noteholders' special counselPledge/Guaranty Agreements or this Agreement. (Any term with its initial letter capitalized and not otherwise defined herein shall have the meaning ascribed to it in the Agreement.) This Guaranty is for the

Guarantied Obligations. (a) Each Guarantor, in consideration on a joint and several basis, hereby irrevocably and unconditionally guaranties to Agent, for the benefit of the execution and delivery of the Note Purchase Agreement, the purchase of the Notes by the Purchasers and other consideration, hereby irrevocably, unconditionally, absolutely, jointly and severally guarantees, on a continuing basis, to each holder of Notes (each such holder being referred to herein as a "Noteholder" and, collectively, as the "Noteholders"), whether such Note has been issued, is being issued on the date hereof or is hereafter issued in compliance with the provisions of the Note Purchase AgreementLender Group, as and for each Guarantor's its own debt, until final and indefeasible payment the Payment in Full thereof, in cash, has been made in cash made, (ai) the due and punctual payment of all of the principal of and accrued and unpaid interest (includingGuarantied Obligations, without limitation, interest which otherwise may cease to accrue by operation of any insolvency law, rule, regulation or interpretation thereof) and Make-Whole Amount, if any, and any other fees and expenses, 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, in each case when and as the same shall become due and payable, whether at maturity, pursuant to optional prepaymenta mandatory prepayment requirement, by acceleration acceleration, or otherwise, all in accordance with the terms and provisions hereof and thereof, including, without limitation, overdue interest, indemnification payments and all reasonable costs and expenses incurred by the Noteholders in connection with enforcing any obligations of the Company under the Note Purchase Agreement and the Notes; it being the intent of each Guarantor that the guaranty set forth herein shall be a continuing guaranty of payment and not a guaranty of collection; andand (ii) the punctual and faithful performance, keeping, observance, and fulfillment by Borrower of all of the agreements, conditions, covenants, and obligations of Borrower contained in the Credit Agreement and under each of the other Loan Documents. (b) Anything herein or in any other Loan Document to the prompt and complete paymentcontrary notwithstanding, on demand, the maximum liability of each Guarantor hereunder shall in no event exceed the amount which can be guaranteed by such Guarantor under Applicable Laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2(c)). The provisions of this Section 2(b) shall be implemented automatically without the need for any amendment or modification to this Guaranty. (c) Each Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than its proportionate share of any payment made hereunder, such Guarantor shall be entitled to seek and all reasonable costs receive contribution from and expenses incurred by against any other Guarantor hereunder which has not paid its proportionate share of such payment. Each Guarantor’s right of contribution shall be subject to the Noteholders terms and conditions of Section 7(d) of this Guaranty. The provisions of this Section 2(c) shall in connection with enforcing no respect limit the obligations and liabilities of any Guarantor to Agent and the Lender Group, and each Guarantor shall remain liable to Agent and the Lender Group for the full amount guaranteed by such Guarantor hereunder, including, without limitation, the reasonable fees and disbursements of the Noteholders' special counsel.

Guarantied Obligations. Each Guarantor, in consideration of the execution and delivery of the Note Purchase Agreement, Agreement and the purchase of the Notes by the Purchasers and other considerationPurchasers, hereby irrevocably, unconditionally, absolutely, jointly and severally guarantees, on a continuing basis, to each holder of Notes (each such holder being referred to herein as a "Noteholder" and, collectively, as the "Noteholders"), whether such Note has been issued, is being issued on the date hereof or is hereafter issued in compliance with the provisions of the Note Purchase Agreement, as and for each the Guarantor's own debt, until final and indefeasible payment has been made in cash (a) made: the due and punctual payment by the Company of the principal of of, and accrued interest, and unpaid interest (including, without limitation, interest which otherwise may cease to accrue by operation of any insolvency law, rule, regulation or interpretation thereof) and the Make-Whole Amount, Amount (if any) on, and any other fees and expenses, 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, 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, including, without limitation, overdue interest, indemnification payments and all reasonable costs and expenses incurred by the Noteholders in connection with enforcing any obligations of the Company under the Note Purchase Agreement and the Notes; it being the intent of each Guarantor the Guarantors that the guaranty set forth herein shall be a continuing guaranty of payment and not a guaranty of collection; and and 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 subsection (a) and subsection (b) of this Section 2.1 are referred to herein as the prompt "Guarantied Obligations" and complete paymentthe guaranty thereof contained herein is a primary, on demandoriginal and immediate obligation of each Guarantor and is an absolute, unconditional, continuing and irrevocable guaranty of any payment and all reasonable costs performance and expenses incurred by shall remain in full force and effect until the Noteholders in connection with enforcing the obligations of such Guarantor hereunderfull, including, without limitation, the reasonable fees final and disbursements indefeasible payment of the Noteholders' special counselGuarantied Obligations.

Guarantied Obligations. Each GuarantorTo induce the Administrative Agent and the Lenders to make loans and grant other financial accommodations to the Borrower under the Credit Agreement, in consideration each Guarantor hereby jointly and severally, unconditionally and irrevocably guaranties to the Administrative Agent and each Lender and each Affiliate of the execution Administrative Agent and delivery each Lender, and becomes surety, as though it was a primary obligor for, the 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 federal bankruptcy code of the Note Purchase AgreementUnited States or any similar Laws of any country or jurisdiction) of all Obligations, including without limiting the purchase generality of the Notes foregoing, all obligations, liabilities, and indebtedness from time to time of the Borrower or any other Guarantor to the Administrative Agent or any of the Lenders or any Affiliate of any Lender under or in connection with the Credit Agreement or any other Loan Document, whether for principal, interest, fees, indemnities, expenses, or otherwise, and all renewals, extensions, amendments, 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 commencement of any bankruptcy, insolvency, reorganization, or similar proceeding with respect to the Borrower or any Guarantor or which would have arisen or accrued but for the commencement of such proceeding, even if the claim for such obligation, liability, or indebtedness is not enforceable or allowable in such proceeding, and including all Obligations, liabilities, and Indebtedness arising from any Lender Provided Interest Rate Hedge, any extensions of credit under or in connection with any of the Loan Documents from time to time, regardless whether any such extensions of credit are in excess of the amount committed under or contemplated by the Purchasers Loan Documents or are made in circumstances in which any condition to extension of credit is not satisfied) (all of the foregoing obligations, liabilities and indebtedness are referred to herein collectively as the “Guarantied Obligations” and each as a “Guarantied Obligation”). Without limitation of the foregoing, any of the Guarantied Obligations shall be and remain Guarantied Obligations entitled to the benefit of this Guaranty if the Administrative Agent or any of the Lenders (or any one or more assignees or transferees thereof) from time to time assign or otherwise transfer all or any portion of their respective rights and obligations under the Loan Documents, or any other considerationGuarantied Obligations, hereby irrevocablyto any other Person. In furtherance of the foregoing, unconditionally, absolutely, each Guarantor jointly and severally guarantees, on a continuing basis, to each holder of Notes (each such holder being referred to herein agrees as a "Noteholder" and, collectively, as the "Noteholders"), whether such Note has been issued, is being issued on the date hereof or is hereafter issued in compliance with the provisions of the Note Purchase Agreement, as and for each Guarantor's own debt, until final and indefeasible payment has been made in cash (a) the due and punctual payment of the principal of and accrued and unpaid interest (including, without limitation, interest which otherwise may cease to accrue by operation of any insolvency law, rule, regulation or interpretation thereof) and Make-Whole Amount, if any, and any other fees and expenses, 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, in each case when and as the same shall become due and payable, whether at maturity, pursuant to optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof, including, without limitation, overdue interest, indemnification payments and all reasonable costs and expenses incurred by the Noteholders in connection with enforcing any obligations of the Company under the Note Purchase Agreement and the Notes; it being the intent of each Guarantor that the guaranty set forth herein shall be a continuing guaranty of payment and not a guaranty of collection; and (b) the prompt and complete payment, on demand, of any and all reasonable costs and expenses incurred by the Noteholders in connection with enforcing the obligations of such Guarantor hereunder, including, without limitation, the reasonable fees and disbursements of the Noteholders' special counselfollows.

Guarantied Obligations. Each GuarantorGuarantor hereby unconditionally and irrevocably guaranties to Lender the due, in consideration of the execution punctual and delivery of the Note Purchase Agreementfull payment and performance of, and covenants with Lender to duly, punctually and fully pay and perform, and to be fully liable to Lender for, the purchase of the Notes by the Purchasers following (including without limitation reasonable attorney’s fees and other consideration, hereby irrevocably, unconditionally, absolutely, jointly disbursements and severally guarantees, on a continuing basis, to each holder of Notes collections costs incurred in connection therewith) (each such holder being referred to herein as a "Noteholder" and, collectively, as the "Noteholders")“Guarantied Obligations”): (i) the application of rents, whether such Note has been issuedsecurity deposits, is being issued on or other income, issues, profits, and revenues derived from the date hereof or is hereafter issued in compliance with Premises after the provisions occurrence of the Note Purchase Agreement, as and for each Guarantor's own debt, until final and indefeasible payment has been made in cash an Event of Default to anything other than (a) the due normal and punctual payment necessary operating expenses of the principal Premises or (b) the Indebtedness evidenced by the Note. It is understood that any rents collected more than one month in advance as of and accrued and unpaid interest the time of the Event of Default shall be considered to have been collected after the Event of Default; (includingii) any loss, without limitationcost or damages arising out of or in connection with fraud or material misrepresentations to Lender by Borrower (or by any of its general partners, interest which otherwise may cease officers, shareholders, members, or their agents, if applicable); (iii) any loss, cost or damages arising out of or in connection with Borrower’s misuse or misapplication of (a) any proceeds paid under any insurance policies by reason of damage, loss or destruction to accrue by operation any portion of the Premises, or (b) proceeds or awards resulting from the condemnation or other taking in lieu of condemnation of any insolvency lawportion of the Premises, rulefor purposes other than those set forth in the Security Deed; (iv) any loss, regulation cost or interpretation thereof) and Make-Whole Amount, if any, and damages arising out of or in connection with any other fees and expenses, on waste of the Notes at Premises or 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, in each case when and as the same shall become due and payable, whether at maturity, pursuant to optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof, including, without limitation, overdue interest, indemnification payments portion thereof and all reasonable costs and expenses incurred by Lender in order to protect the Noteholders Premises; (v) any taxes, assessments and insurance premiums for which Borrower is liable under the Note, the Security Deed 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) and excluding any taxes, assessments and insurance premiums funds for the payment of which have been escrowed with Lender by Borrower; (vi) any loss, costs or damages arising out of or in connection with enforcing the covenants, obligations, and liabilities under the Environmental Indemnification Agreement of even date herewith entered into by and among Borrower and Guarantor for the benefit of Lender; (vii) any obligations loss, cost or damages to Lender 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 loss, costs or damages arising out of or incurred in order to cause the Improvements (as defined in the Deed of Trust) to comply with the accessibility provisions of The Americans with Disabilities Act and each of the Company regulations promulgated thereunder, as the same may be amended from time to time and which are required by any governmental authority; (ix) the total Indebtedness in the event that Borrower or Guarantor 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, cost or damage, resulting from any act of Borrower or its general partners, shareholders, beneficiaries, or members, as the case may be, to obstruct, delay or impede Lender from exercising any of its rights or remedies under the Note Purchase Agreement and Loan Documents; (xi) the Notes; it being total Indebtedness in the intent event that (a) Borrower makes an unpermitted transfer of each Guarantor that an interest in the guaranty set forth herein shall be a continuing guaranty Borrower or in the Premises without the prior written approval of payment and not a guaranty Lender, or (b) Borrower makes an unpermitted encumbrance on the Premises or an interest in Borrower without the prior written approval of collectionLender; and (bxii) the prompt and complete payment, on demand, of any and all reasonable third party costs and expenses fees, including without limitation reasonable attorney fees, incurred by Lender in the Noteholders in connection with enforcing the obligations enforcement of such Guarantor hereunder, including, without limitation, the reasonable fees and disbursements of the Noteholders' special counselsubparagraphs (i) through (xi) above.

Guarantied Obligations. Each GuarantorThe Guarantor hereby unconditionally and irrevocably guaranties to pay to the Administrative Agent, in consideration for the benefit of the execution Lenders, immediately upon written demand from the Administrative Agent, and delivery covenants with the Administrative Agent, for the benefit of the Note Purchase Lenders, to be and to remain fully liable to the Administrative Agent, for the benefit of the Lenders, for, the following (hereinafter collectively referred to as the “Guarantied Obligations”): (i) the amount of any Rents derived from the Mortgaged Premises during the continuance of an Event of Default which are applied to anything other than (a) normal and necessary operating expenses of the Mortgaged Premises or (b) the Indebtedness. It is understood that any Rents collected more than one (1) month in advance as of the time of the occurrence of any Event of Default shall be considered to have been collected after the occurrence of such Event of Default; and (ii) any losses, costs, or damages arising out of or in connection with fraud or material misrepresentations to the Administrative Agent or any of the Lenders by the Borrower or any Guarantor (or by any of their respective general partners, officers, shareholders, members, or their agents, if applicable); and (iii) any losses, costs, or damages arising out of or in connection with the use or misapplication by the Borrower or by any Person authorized by the Borrower to act on behalf of the Borrower of (a) any proceeds paid under any insurance policies by reason of damage, loss, or destruction to all or any portion of the Mortgaged Premises, or (b) proceeds or awards resulting from the condemnation or other taking in lieu of condemnation of all or any portion of the Mortgaged Premises, for purposes other than those set forth in the Loan Agreement; and (iv) any losses, costs, or damages arising out of or in connection with any waste of all or any portion of the Mortgaged Premises; and (v) any taxes, assessments, and insurance premiums in connection with the Mortgaged Premises for which the Borrower is liable under the Loan Agreement, the purchase Security Instrument, and/or any of the Notes other Loan Documents, and which are paid by the Purchasers Administrative Agent or the Lenders (but not the proportionate amount of any such taxes, assessments, and other considerationinsurance premiums which accrue following the date of foreclosure of the Security Instrument plus any applicable redemption period or acceptance of a deed in lieu of such a foreclosure); and (vi) any losses, hereby irrevocablycosts, unconditionallyor damages arising out of or in connection with the representations, absolutelywarranties, jointly covenants, obligations, and severally guaranteesliabilities contained in Article V of the Loan Agreement; and (vii) any losses, costs, or damages arising out of or in connection with any construction lien, mechanic’s lien, materialman’s lien, or similar lien against all or any portion of the Mortgaged Premises arising out of acts or omissions of the Borrower or of any Person authorized by the Borrower to act on a continuing basisbehalf of the Borrower; and [GUARANTY OF NON-RECOURSE CARVEOUTS] Voya Loan No.: 30325 (viii) any losses, costs, or damages arising out of or incurred in order to each holder cause the “Improvements” (as such term is defined in the Security Instrument) to comply with the accessibility provisions of Notes the ADA which are required by any applicable Governmental Authority; and (each such holder being referred to herein as a "Noteholder" andix) any losses, collectivelycosts, or damages resulting from any act of the Borrower or its general partners, members, shareholders, officers, directors, beneficiaries, and/or trustees, as the "Noteholders")case may be, whether such Note has been issuedto obstruct, is being issued on delay, or impede the date hereof Administrative Agent or is hereafter issued any of the Lenders from exercising any of their respective rights or remedies under the Loan Documents; and (x) any losses, costs, or damages arising out of or in compliance connection with the provisions use or application by the Borrower or by any Person authorized by the Borrower to act on behalf of the Note Purchase Borrower, for purposes other than those set forth in the Loan Agreement or any of the other Loan Documents of any funds disbursed from any of the Reserves; and (xi) any losses, costs, or damages arising out of or in connection with the failure of the Borrower or of any Person authorized by the Borrower to act on behalf of the Borrower (a) to maintain the insurance policies and coverages required pursuant to Section 3.4 of the Loan Agreement or (b) to provide the Administrative Agent with at least twenty (20) days prior written notice of the cancellation, termination, modification, or non-renewal of any policies of insurance maintained by or on behalf of the Borrower pursuant to Section 3.4(i) of the Loan Agreement, as and for each Guarantor's own debt, until final and indefeasible payment has been made ; and (xii) intentionally omitted; and (xiii) intentionally omitted; and (xiv) intentionally omitted; and] (xv) intentionally omitted; and (xvi) intentionally omitted; and (xvii) the total Indebtedness in cashthe event that: (a) the due and punctual payment Administrative Agent or any of the principal Lenders is prevented from acquiring title to the Mortgaged Premises after the occurrence of and accrued and unpaid interest an Event of Default because of a failure of the Borrower’s title under federal, state, or local Laws (includingminus any recovery that the Administrative Agent is successful in collecting on the Title Insurance Policy); or (b) the Borrower, without limitationany Guarantor, interest which otherwise may cease to accrue by operation or any general partner, beneficiary, trustee, or member (but excluding any limited partner or shareholders of publicly traded companies) of the Borrower or any Guarantor, voluntarily files a petition in bankruptcy or commences a case or insolvency proceeding under any provision or chapter of any Debtor Relief Laws; or (c) an involuntary bankruptcy or insolvency lawproceeding is filed or commenced against the Borrower (1) by any “Guarantor” (as such term is defined in the Loan Agreement) or by any general partner, rulebeneficiary, regulation trustee, or interpretation thereofmember (but excluding any limited partner or shareholders of publicly traded companies) and Makeof the Borrower or any “Guarantor” (as such term is defined in the Loan Agreement) or by a third party with the collusion of any such Person or (2) in which the Borrower [GUARANTY OF NON-Whole AmountRECOURSE CARVEOUTS] Voya Loan No.: 30325 acquiesces or which the Borrower fails to contest, if anyor in which any “Guarantor” (as such term is defined in the Loan Agreement), any general partner, beneficiary, trustee, or member (but excluding any limited partner or shareholders of publicly traded companies) of the Borrower or any “Guarantor” (as such term is defined in the Loan Agreement) objects to a motion by the Administrative Agent for relief from stay or injunction from the foreclosure of the Security Instrument or any other remedial action which is permitted under the Loan Agreement, the Security Instrument, or any of the other Loan Documents; or (d) the first Monthly Debt Service Payment is not paid in full when due; or (e) without the prior express written approval of the Administrative Agent, the Borrower makes or allows to occur a transfer of any interest in the Borrower or in the Mortgaged Premises or any portion thereof (other than Permitted Transfers or Stratus Permitted Transfers) which transfer is prohibited by the terms, conditions, and provisions of the Loan Documents; or (f) without the prior express written approval of the Administrative Agent, the Borrower makes or allows to exist a Lien on the Mortgaged Premises or any portion thereof (other fees than Permitted Encumbrances) or on any ownership interest in the Borrower (other than pledges by any limited partner of the Borrower, insofar as such pledge does not result in a change of Control) which Lien is prohibited by the terms, conditions, and provisions of the Loan Documents; and (xviii) all fees, costs, and expenses, 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, in each case when and as the same shall become due and payable, whether at maturity, pursuant to optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof, including, without limitation, overdue interestreasonable attorneys’ fees, indemnification payments costs, and all reasonable costs and expenses expenses, incurred by the Noteholders Administrative Agent or any of the Lenders in connection with enforcing any the enforcement of subparagraphs (i) through (xvii) above. This Guaranty is independent of the obligations of the Company Borrower under the Note Purchase Agreement Loan Agreement, the Notes, the Security Instrument, and the Notes; it being other Loan Documents. The Administrative Agent, on behalf of the intent of each Lenders, may bring a separate action to enforce the provisions hereof against the Guarantor that without taking action against the guaranty set forth herein Borrower or any other party or joining the Borrower or any other party as a party to such action. Except as otherwise expressly provided in this Guaranty, this Guaranty is not secured and shall not be a continuing guaranty of payment and not deemed to be secured by the Security Instrument. This Guaranty is a guaranty of collection; and (b) full payment in accordance with the prompt terms hereof, and complete payment, on demand, not of any and all reasonable costs and expenses incurred by the Noteholders in connection with enforcing the obligations of such Guarantor hereunder, including, without limitation, the reasonable fees and disbursements of the Noteholders' special counselcollectability.

Guarantied Obligations. Each Guarantor, in consideration of the execution Guarantor hereby irrevocably and delivery of the Note Purchase Agreement, the purchase of the Notes by the Purchasers and other consideration, hereby irrevocably, unconditionally, absolutely, unconditionally jointly and severally guaranteesguarantees to Agent, on a continuing basis, to each holder of Notes (each such holder being referred to herein as a "Noteholder" and, collectively, as for the "Noteholders"), whether such Note has been issued, is being issued on the date hereof or is hereafter issued in compliance with the provisions benefit of the Note Purchase AgreementLender Group and the Bank Product Providers, as and for each Guarantor's its own debt, until the final and indefeasible payment in full thereof, in cash, has been made in cash made, (a) the due and punctual payment of the principal of and accrued and unpaid interest (includingGuarantied Obligations, without limitation, interest which otherwise may cease to accrue by operation of any insolvency law, rule, regulation or interpretation thereof) and Make-Whole Amount, if any, and any other fees and expenses, 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, in each case when and as the same shall become due and payable, whether at maturity, pursuant to optional prepaymenta mandatory prepayment requirement, by acceleration acceleration, or otherwise, all in accordance with the terms and provisions hereof and thereof, including, without limitation, overdue interest, indemnification payments and all reasonable costs and expenses incurred by the Noteholders in connection with enforcing any obligations of the Company under the Note Purchase Agreement and the Notes; it being the intent of each Guarantor that the guaranty set forth herein shall be a continuing guaranty of payment and not a guaranty of collection; and and (b) the prompt punctual and complete paymentfaithful performance, on demandkeeping, observance, and fulfillment by the Borrowers of all of the agreements, conditions, covenants, and obligations of the Borrowers contained in the Credit Agreement and under each of the other Loan Documents. As an original and independent obligation under this Guaranty, each Guarantor shall (a) indemnify Agent, each member of the Lender Group and each Bank Product Provider and keep Agent, each member of the Lender Group and each Bank Product Provider indemnified against any cost, loss, expense or liability of whatever kind resulting from the failure by a Borrower to make due and punctual payment of any of the Guarantied Obligations or resulting from any of the Guarantied Obligations being or becoming void, voidable, unenforceable or ineffective against any Borrower (including, but without limitation, all legal and all reasonable costs other costs, charges and expenses incurred by Agent, the Noteholders Lender Group or the Bank Product Providers, or any of them in connection with enforcing preserving or enforcing, or attempting to preserve or enforce its rights under this Guaranty); and (b) pay on demand the obligations amount of such Guarantor hereundercost, includingloss, without limitationexpense or liability whether or not Agent, the reasonable fees and disbursements of Lender Group or the Noteholders' special counselBank Product Providers have attempted to enforce any rights against any Borrower or any other person or otherwise.

Guarantied Obligations. Each Guarantor, in consideration of To induce the execution Administrative Agent and delivery of the Note Purchase Lenders to make loans and grant other financial accommodations to the Borrower under the Credit Agreement, the purchase of the Notes by the Purchasers and other consideration, each Guarantor hereby irrevocably, unconditionally, absolutely, jointly and severally guaranteesunconditionally, on and irrevocably, guaranties to the Administrative Agent, each Lender and any provider of a continuing basis, to each holder Lender Provided Interest Rate Hedge or any provider of Notes (each such holder being referred to herein as a "Noteholder" and, collectivelyOther Lender Provided Financial Service Products; and becomes surety, as though it was a primary obligor for, the "Noteholders"), whether such Note has been issued, is being issued on the date hereof or is hereafter issued in compliance with the provisions of the Note Purchase Agreement, as and for each Guarantor's own debt, until final and indefeasible payment has been made in cash (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 operation of an automatic stay under the federal bankruptcy code of the principal of and accrued and unpaid interest (including, without limitation, interest which otherwise may cease to accrue by operation United States or any similar laws of any insolvency law, rule, regulation country or interpretation thereofjurisdiction) and Make-Whole Amount, if any, and any other fees and expenses, 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, in each case when and as the same shall become due and payable, whether at maturity, pursuant to optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereofObligations, including, without limitationlimiting the generality of the foregoing, overdue interestall obligations, indemnification payments liabilities, and all reasonable costs and expenses incurred by indebtedness from time to time of the Noteholders Borrower or any other Guarantor to the Administrative Agent or any of the Lenders or any Affiliate of any Lender under or in connection with enforcing the Credit Agreement or any obligations of other Loan Document, whether for principal, interest, 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 Company under the Note Purchase Agreement and the Notes; it being the intent of each Guarantor that the guaranty set forth herein shall be a continuing guaranty of payment and not a guaranty of collection; and (b) the prompt and complete payment, on demand, commencement of any bankruptcy, insolvency, reorganization, or similar proceeding with respect to the Borrower or any Guarantor or which would have arisen or accrued but for the commencement of such proceeding, even if the claim for such obligation, liability, or indebtedness is not enforceable or allowable in such proceeding, and including all reasonable costs Obligations, liabilities, and expenses incurred by the Noteholders Indebtedness arising from any extensions of credit under or in connection with enforcing the obligations any Loan Document from time to time, regardless of whether any such Guarantor hereunder, including, without limitation, the reasonable fees and disbursements extensions of credit are in excess of the Noteholders' special counselamount 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 of the foregoing obligations, liabilities and indebtedness are referred to herein collectively as the "Guarantied Obligations" and each as a "Guarantied Obligation"). Without limitation of the foregoing, any of the Guarantied Obligations shall be and remain Guarantied Obligations entitled to the benefit of this Guaranty if the Administrative Agent or any of the Lenders (or any one or more assignees or transferees thereof) from time to time assign or otherwise transfer all or any portion of their respective rights and obligations under the Loan Documents, or any other Guarantied Obligations, to any other Person. In furtherance of the foregoing, Hallador individually, and each other Guarantor jointly and severally agrees as follows.