Common use of Obligations Guaranteed Clause in Contracts

Obligations Guaranteed. To induce Lender to establish and/or continue financing arrangements with Borrower pursuant to the terms of the Bridge Debt Agreement referred to below, and for other good and valuable consideration, the Guarantors, intending to be legally bound, hereby absolutely and unconditionally, severally and jointly, guarantees and becomes Guarantor for the payment and performance when due (at maturity, upon acceleration, or otherwise) of all of remaining Borrower Obligation to Lender of every kind or nature, whether joint or several, due or to become due, absolute or contingent, now existing or hereafter arising, and whether principal, interest, fees, costs, expenses or otherwise (including without limitation any interest and/or expenses accruing following the commencement of any insolvency, receivership, reorganization or bankruptcy case or proceeding relating to any Borrower, whether or not a claim for post-petition interest and/or expenses is allowed or allowable in such case or proceeding). The Guarantor shall also pay or reimburse Lender as the prevailing party on demand for all costs and expenses, including without limitation attorneys’ fees, incurred by Agent at any time to enforce, protect, preserve, or defend Lender’ rights hereunder and with respect to any property securing this Agreement. All payments hereunder shall be made in lawful money of the United States, in immediately available funds. Unless otherwise defined herein, all capitalized terms in this Agreement shall have the respective meanings given to such terms in those certain agreements entered into concurrently among Borrowers and Lender. As there are two (2) Guarantors, the representations, covenants and liability of the Guarantor hereunder shall be joint and several under the specific timeline described herein and the term “Guarantor” as used in this Agreement shall refer to all Guarantors collectively and to each individually, unless the context otherwise requires.

Obligations Guaranteed. To induce Lender to establish and/or continue financing arrangements (a) Unless otherwise provided with Borrower pursuant respect to the terms Securities of any series and subject to the provisions of Section 10.06, each Guarantor hereby jointly and severally guarantees to the Trustee for its own benefit and the benefit of the Bridge Debt Agreement Holders from time to time (i) the full and prompt payment of the principal of and premium, if any, on the Securities and the indebtedness represented thereby, when and as the same shall become due and payable, whether at the Maturity thereof, by acceleration, call for redemption or otherwise, (ii) the full and prompt payment of interest and any Additional Amount on the Securities when and as the same shall become due and payable and (iii) all other monetary obligations of the Company under this Indenture (including under Section 7.07 hereof) and the Securities (the guarantee in clauses (i), (ii) and (iii) collectively referred to belowas the "Guarantee"). Each Guarantor hereby irrevocably and unconditionally agrees, subject to the provision of Section 10.02, that upon any default by the Company in the payment, when due, of any principal of, premium, if any, interest or Additional Amount on the Securities, and for other good and valuable considerationafter demand therefore being made upon such Guarantor by the Trustee (with a copy to the Company), such Guarantor will promptly pay the Guarantors, intending to be legally bound, hereby absolutely and unconditionally, severally and jointly, guarantees and becomes same. All payments by each Guarantor for the payment and performance when due (at maturity, upon acceleration, or otherwise) of all of remaining Borrower Obligation to Lender of every kind or nature, whether joint or several, due or to become due, absolute or contingent, now existing or hereafter arising, and whether principal, interest, fees, costs, expenses or otherwise (including without limitation any interest and/or expenses accruing following the commencement of any insolvency, receivership, reorganization or bankruptcy case or proceeding relating to any Borrower, whether or not a claim for post-petition interest and/or expenses is allowed or allowable in such case or proceeding). The Guarantor shall also pay or reimburse Lender as the prevailing party on demand for all costs and expenses, including without limitation attorneys’ fees, incurred by Agent at any time to enforce, protect, preserve, or defend Lender’ rights hereunder and with respect to any property securing this Agreement. All payments hereunder Security shall be made paid in lawful money the currency or currencies specified for payments on such Security as contemplated by Section 2.01 and pursuant to this Indenture. (b) Each Guarantor further agrees, subject to the provisions of Section 10.2 and unless otherwise provided with respect to the Securities of any series, that this Guarantee constitutes an absolute, present and continuing guarantee of payment and not of collection, and waives any right to require that any resort be had by the Trustee or the Holders of the United StatesSecurities, in immediately after demand for such payment being made upon such Guarantor by the Trustee (with a copy to the Company), to the Trustee's or any Holder's rights against any other Person, or any other right or remedy available funds. Unless otherwise defined herein, all capitalized terms in this Agreement shall have to the respective meanings given to such terms in those certain agreements entered into concurrently among Borrowers and Lender. As there are two (2) Guarantors, the representations, covenants and liability Trustee or any Holder of the Securities by contract, applicable law or otherwise. The obligations of each Guarantor hereunder shall under this Guarantee are direct, unconditional and completely independent of the obligations of any other Person, and, subject to the provisions of Section 10.2, a separate cause of action or separate causes of action may be joint brought and several under prosecuted against each Guarantor, after demand for payment being made upon such Guarantor by the specific timeline described herein and Trustee (with a copy to the term “Guarantor” as used in this Agreement shall refer to all Guarantors collectively and to each individuallyCompany), unless without the context otherwise requiresnecessity of joining the Company or any other party or previously proceeding with or exhausting any other remedy against any other Person who might have become liable for the indebtedness or of realizing upon any security held by or for the benefit of the Holders of the Securities.

Obligations Guaranteed. To induce Lender FGI to establish and/or continue financing arrangements with Borrower pursuant enter into the MamaMancini’s Agreement and consider extending or continuing to the terms of the Bridge Debt Agreement referred extend credit or purchase receivables from time to belowtime to Client thereunder, and for other good and valuable consideration, the Guarantorsreceipt and sufficiency of which is hereby acknowledged, Guarantor, intending to be legally boundbound hereby, hereby absolutely and unconditionally, severally and jointly, unconditionally guarantees and becomes Guarantor surety for the payment and performance when due (at maturity, upon acceleration, or otherwise) of all of remaining Borrower Obligation to Lender the debts and obligations of Client of every kind or nature, whether joint or several, due or to become due, absolute or contingent, now existing or hereafter arising, and whether principal, interest, fees, costs, expenses or otherwise, and arising under the MamaMancini’s Agreement or otherwise (including without limitation any interest and/or expenses accruing following the commencement of any insolvency, receivership, reorganization or bankruptcy case or proceeding relating to any BorrowerClient, whether or not a claim for post-petition interest and/or expenses is allowed or allowable in such case or proceeding) (collectively, the “Obligations”). The Guarantor shall also pay or reimburse Lender as the prevailing party FGI on demand for all costs and expenses, including without limitation attorneys’ fees, incurred by Agent FGI at any time to enforce, protect, preserve, or defend Lender’ FGI’s rights hereunder and with respect to any property securing this Agreement. All payments hereunder shall be made in lawful money of the United States, in immediately available funds. Unless otherwise defined herein, all capitalized terms in this Agreement shall have the respective meanings given to such terms in those certain agreements entered into concurrently among Borrowers and Lender. As there are two (2) Guarantors, the representations, covenants and liability of the Guarantor hereunder shall be joint and several under the specific timeline described herein and the term “Guarantor” as used in this Agreement shall refer to all Guarantors collectively and to each individually, unless the context otherwise requiresMamaMancini’s Agreement.

Obligations Guaranteed. To induce Lender The Guarantor hereby unconditionally guarantees to establish and/or continue financing arrangements with Borrower pursuant to the terms each of the Bridge Debt Agreement referred to belowBeneficiaries, and for other good and valuable considerationas their respective interests may appear, the Guarantorsfull and prompt payment by the Company, intending to be legally boundwhen and as the same shall become due and payable, hereby absolutely and unconditionallywhether at the stated payment date thereof, severally and jointly, guarantees and becomes Guarantor for the payment and performance when due (at maturity, upon by acceleration, or otherwise) , of, and the faithful performance and compliance with, all payment obligations of all of remaining Borrower Obligation the Company under the Guaranteed Company Agreements, the Guaranteed Equipment Notes and the Pass Through Trust Agreements owed to Lender of every kind the Beneficiaries strictly in accordance with the terms thereof, however created, arising or natureevidenced, whether joint direct or severalindirect, due primary or to become duesecondary, absolute or contingent, now existing joint or hereafter arisingseveral, and whether principalnow or hereafter existing or due or to become due (such payment obligations, interest, fees, costs, expenses or otherwise (including without limitation the “Guaranteed Obligations”); provided that in no event shall the “Guaranteed Obligations” include any interest and/or expenses accruing following obligation of the commencement of any insolvency, receivership, reorganization or bankruptcy case or proceeding relating to any Borrower, whether or not a claim for post-petition interest and/or expenses is allowed or allowable in such case or proceeding). The Guarantor shall also pay or reimburse Lender as the prevailing party on demand for all costs and expenses, including without limitation attorneys’ fees, incurred by Agent at any time to enforce, protect, preserveCompany with respect to, or defend Lender’ rights hereunder and determined with respect to, any Refinancing Equipment Notes, Refinancing Certificates, Additional Equipment Notes or Additional Certificates or any liquidity facility with respect to any property securing Refinancing Certificates or Additional Certificates. If for any reason the Company shall fail punctually to pay any such Guaranteed Obligations, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at the stated payment date thereof, by acceleration, or otherwise. Any failure by the Guarantor to comply with its obligations in the immediately preceding sentence shall constitute an “Event of Default” under this AgreementGuarantee. All payments by the Guarantor hereunder shall be made paid in lawful money of the United States, in immediately available funds. Unless otherwise defined herein, all capitalized terms in this Agreement shall have the respective meanings given to such terms in those certain agreements entered into concurrently among Borrowers and Lender. As there are two (2) Guarantors, the representations, covenants and liability States of the Guarantor hereunder shall be joint and several under the specific timeline described herein and the term “Guarantor” as used in this Agreement shall refer to all Guarantors collectively and to each individually, unless the context otherwise requiresAmerica.

Obligations Guaranteed. To induce Lender FGI to establish and/or continue financing arrangements with Borrower pursuant enter into the Corgenix UK Agreement and consider extending or continuing to the terms of the Bridge Debt Agreement referred extend credit or purchase receivables from time to belowtime to Client thereunder, and for other good and valuable consideration, the Guarantorsreceipt and sufficiency of which is hereby acknowledged, Guarantor, intending to be legally boundbound hereby, hereby absolutely and unconditionally, severally and jointly, unconditionally guarantees and becomes Guarantor surety for the payment and performance when due (at maturity, upon acceleration, or otherwise) of all of remaining Borrower Obligation to Lender the debts and obligations of Client of every kind or nature, whether joint or several, due or to become due, absolute or contingent, now existing or hereafter arising, and whether principal, interest, fees, costs, expenses or otherwise, and arising under the Corgenix UK Agreement or otherwise (including without limitation any interest and/or expenses accruing following the commencement of any insolvency, receivership, reorganization or bankruptcy case or proceeding relating to any BorrowerClient, whether or not a claim for post-petition interest and/or expenses is allowed or allowable in such case or proceeding) (collectively, the “Obligations”). The Guarantor shall also pay or reimburse Lender as the prevailing party FGI on demand for all costs and expenses, including without limitation attorneys’ fees, incurred by Agent FGI at any time to enforce, protect, preserve, or defend Lender’ FGI’s rights hereunder and with respect to any property securing this Agreement. All payments hereunder shall be made in lawful money of the United States, in immediately available funds. Unless otherwise defined herein, all capitalized terms in this Agreement shall have the respective meanings given to such terms in those certain agreements entered into concurrently among Borrowers and Lender. As there are two (2) Guarantors, the representations, covenants and liability of the Guarantor hereunder shall be joint and several under the specific timeline described herein and the term “Guarantor” as used in this Agreement shall refer to all Guarantors collectively and to each individually, unless the context otherwise requiresCorgenix UK Agreement.

Obligations Guaranteed. To induce Lender (a) In consideration of the Commitments of the Owner, the Guarantors hereby unconditionally and irrevocably guarantee, jointly and severally, to establish and/or continue financing arrangements with Borrower pursuant to the Owner, as primary obligors and not as mere sureties (i) the full and prompt payment of all amounts payable by the Charterer under the terms of this Charter, including but not limited to Charter Hire; insurance premiums and P&I calls; costs and fees, as the Bridge Debt Agreement referred same shall become due and payable, whether at the stated time for payment thereof, or by acceleration upon a Charterparty Event of Default; (ii) the full and prompt payment of any indemnity for loss, claim, expense or liability that the Owner may suffer or incur by reason of or in connection with this Charter, or the operation, use or employment of the Vessel; and (iii) the full and prompt performance and observance by the Charterer of all obligations, undertakings, covenants and agreements required to below, be performed and for other good and valuable considerationobserved by the Charterer under the terms of this Charter (items (i) through (iii), the Guarantors, intending to be legally bound, hereby absolutely and unconditionally, severally and jointly, guarantees and becomes Guarantor for the payment and performance when due “Guarantee Obligations”). (at maturity, upon acceleration, or otherwiseb) of all of remaining Borrower Obligation to Lender of every kind or nature, whether joint or several, due or to become due, absolute or contingent, now existing or hereafter arising, and whether principal, interest, fees, costs, expenses or otherwise (including without limitation any interest and/or expenses accruing following the commencement of any insolvency, receivership, reorganization or bankruptcy case or proceeding relating to any Borrower, whether or not a claim for post-petition interest and/or expenses is allowed or allowable in such case or proceeding). The Guarantor shall also pay or reimburse Lender as the prevailing party on demand for all costs and expenses, including without limitation attorneys’ fees, incurred by Agent at any time to enforce, protect, preserve, or defend Lender’ rights hereunder and with respect to any property securing this Agreement. All payments hereunder by the Guarantors shall be made paid in the lawful money currency of the United States, . Each and every default in immediately available funds. Unless otherwise defined herein, all capitalized terms in this Agreement shall have the respective meanings given to such terms in those certain agreements entered into concurrently among Borrowers and Lender. As there are two (2) Guarantors, the representations, covenants and liability payment or performance of the Guarantee Obligations, shall give rise to a separate cause of action hereunder, and separate suits may be brought as each cause of action arises. (c) The Guarantors further agree that the Guarantee Obligations constitute an absolute, unconditional, present and continuing guarantee of performance and payment and not of collection, and waive any right to require that any resort be had by the Owner to (i) any security held by or for the benefit of the Owner for payment or performance of the Guaranteed Obligations; (ii) the Owner’s right against any other person, or (iii) any other right or remedy available to the Owner by contract, applicable law, or otherwise. The Guarantee Obligations are direct, unconditional and completely independent of the obligations of any other person or entity, and a separate cause of action or separate causes of action may be brought and prosecuted against the Guarantor hereunder without the necessity of any other party or previous proceeding with or exhausting any other remedy against any other person who might have become liable for the Guarantee Obligations or of realizing upon any security held by or for the benefit of the Owner. (d) The Guarantors shall be joint pay to the Owner all reasonable costs and several expenses (including, without limitation, reasonable attorneys’ fees) incurred by the Owner upon the occurrence of a Charterparty Event of Default under the specific timeline described herein and the term “Guarantor” as used in terms of this Agreement shall refer to all Guarantors collectively and to each individually, unless the context otherwise requiresCharter.

Obligations Guaranteed. To induce Lender Each Subsidiary Guarantor hereby irrevocably, absolutely and unconditionally guarantees to establish and/or continue financing arrangements with Borrower pursuant the Noteholders: (a) the full and prompt payment of the principal of all of the Notes and of the interest thereon at the rate therein stipulated (including interest accruing or becoming owing both prior to and subsequent to the commencement of any bankruptcy, reorganization or similar proceeding involving the Company or such Subsidiary Guarantor) and the Make-Whole Amount, the Modified Make-Whole Amount, Additional Amounts and all other amounts owing to the Noteholders from time to time under the Notes and the Note Purchase Agreement when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise, (b) the full and prompt performance and observance by the Company of each and all of the covenants and agreements required to be performed or observed by it under the terms of the Bridge Debt Agreement referred to belowNote Purchase Agreement, and for other good and valuable consideration, the Guarantors, intending to be legally bound, hereby absolutely and unconditionally, severally and jointly, guarantees and becomes Guarantor for the payment and performance when due (at maturityc) payment, upon accelerationdemand by any Noteholder, or otherwise) of all of remaining Borrower Obligation to Lender of every kind or nature, whether joint or several, due or to become due, absolute or contingent, now existing or hereafter arising, and whether principal, interest, fees, costs, expenses or otherwise (including without limitation any interest and/or expenses accruing following the commencement of any insolvency, receivership, reorganization or bankruptcy case or proceeding relating to any Borrower, whether or not a claim for post-petition interest and/or expenses is allowed or allowable in such case or proceeding). The Guarantor shall also pay or reimburse Lender as the prevailing party on demand for all costs and expenses, legal or otherwise (including without limitation reasonable attorneys’ fees) and such expenses, if any, as shall have been expended or incurred by Agent at in the protection or enforcement of any right or privilege under the Note Purchase Agreement or any of the other Financing Documents or in any consultation or action in connection therewith, and in each and every case irrespective of the validity, regularity or enforcement of any of the Notes, the Note Purchase Agreement or any of the other Financing Documents or any of the terms thereof or of any other like circumstance or circumstances (all of the obligations described in the foregoing clause (a), clause (b) and clause (c) being referred to herein as the “Guaranteed Obligations”). The guaranty of the Notes herein provided for is a guaranty of the immediate and timely payment of the principal, interest, Make-Whole Amount or Modified Make-Whole Amount, if any, Additional Amounts and all other amounts owing to the Noteholders from time to enforce, protect, preserve, or defend Lender’ rights hereunder time under the Notes and with respect the Note Purchase Agreement when and as the same are due and payable and shall not be deemed to any property securing this Agreement. All payments hereunder shall be made in lawful money a guaranty only of the United Statescollectibility of such payments and that in consequence thereof each Noteholder may xxx any Subsidiary Guarantor directly upon such principal, in immediately available funds. Unless otherwise defined herein, all capitalized terms in this Agreement shall have the respective meanings given to such terms in those certain agreements entered into concurrently among Borrowers interest and Lender. As there are two (2) Guarantors, the representations, covenants other amounts becoming so due and liability of the Guarantor hereunder shall be joint and several under the specific timeline described herein and the term “Guarantor” as used in this Agreement shall refer to all Guarantors collectively and to each individually, unless the context otherwise requirespayable.

Obligations Guaranteed. To induce Lender to establish and/or continue financing arrangements with Borrower pursuant (a) The Partnership hereby guarantees, subject to the terms provisions of Section 13.2, to the Trustee for its own benefit and the benefit of the Bridge Debt Agreement Holders from time to time (i) the full and prompt payment of the principal of and premium, if any, on the Securities and the indebtedness represented thereby, when and as the same shall become due and payable, whether at the Stated Maturity thereof, by acceleration, call for redemption or otherwise, (ii) the full and prompt payment of interest on the Securities when and as the same shall become due and payable (the guarantee in clauses (i) and (ii) collectively referred to belowas the "Partnership Guarantee"), and for other good (iii) the full and valuable consideration, prompt payment to the Guarantors, intending to be legally bound, hereby absolutely and unconditionally, severally and jointly, guarantees and becomes Guarantor for the payment and performance when due (at maturity, upon acceleration, or otherwise) Trustee of all of remaining Borrower Obligation to Lender of every kind or nature, whether joint or several, due or to become due, absolute or contingent, now existing or hereafter arising, and whether principal, interest, fees, costs, expenses expenses, or otherwise (including without limitation other amounts payable to the Trustee under the Indenture when and as the same shall become due and payable. The Partnership hereby irrevocably and unconditionally agrees, subject to the provisions of Section 12.2 and Section 13.2 that upon any interest and/or expenses accruing following default by the commencement Company in the payment, when due, of any insolvencyprincipal of, receivershippremium, reorganization or bankruptcy case or proceeding relating to any Borrower, whether or not a claim for post-petition interest and/or expenses is allowed or allowable in such case or proceeding). The Guarantor shall also pay or reimburse Lender as the prevailing party on demand for all costs and expenses, including without limitation attorneys’ fees, incurred by Agent at any time to enforce, protect, preserveif any, or defend Lender’ rights hereunder interest on the Securities, and with respect to any property securing this Agreementafter demand therefore being made upon the Company by the Trustee, the Partnership will promptly pay the same. All payments hereunder by the Partnership shall be made paid in lawful money of the United States, States of America. Each and every default in immediately available funds. Unless otherwise defined herein, all capitalized terms in this Agreement shall have the respective meanings given to such terms in those certain agreements entered into concurrently among Borrowers and Lender. As there are two (2) Guarantors, the representations, covenants and liability payment of the Guarantor principal of, premium, if any, or interest on the Securities shall, subject to the provisions of Section 13.2, give rise to a separate cause of action hereunder, and separate suits may be brought hereunder shall as each cause of action arises. (b) The Partnership further agrees, subject to the provisions of Section 12.2 and Section 13.2, that this Partnership Guarantee constitutes an absolute, present and continuing guarantee of payment and not of collection, and waives any right to require that any resort be joint had by the Trustee or the Holders of the Securities, after demand for such payment being made upon the Company by the Trustee, to the Trustee's or any Holder's rights against any other Person, or any other right or remedy available to the Trustee or any Holder of the Securities by contract, applicable law or otherwise. The obligations of the Partnership under this Partnership Guarantee are direct, unconditional and several under completely independent of the specific timeline described herein obligations of any other Person, and, subject to the provisions of Section 12.2; a separate cause of action or separate causes of action may be brought and prosecuted against the term “Guarantor” as used in this Agreement shall refer to all Guarantors collectively and to each individuallyPartnership, unless after demand for payment being made upon the context otherwise requiresCompany by the Trustee, without the necessity of joining the Company or any other party or previously proceeding with or exhausting any other remedy against any other Person who might have become liable for the indebtedness or of realizing upon any security held by or for the benefit of the Holders of the Securities.

Obligations Guaranteed. To induce Lender The Parent hereby irrevocably, absolutely and unconditionally guarantees to establish and/or continue financing arrangements with Borrower pursuant the Noteholders: (a) the full and prompt payment of the principal of all of the Notes and of the interest thereon at the rate therein stipulated (including interest accruing or becoming owing both prior to and subsequent to the commencement of any bankruptcy, reorganization or similar proceeding involving the Company or the Parent) and the Make-Whole Amount, the Modified Make-Whole Amount, Additional Amounts and all other amounts owing to the Noteholders from time to time under the Notes and the Note Purchase Agreement when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise, (b) the full and prompt performance and observance by the Company of each and all of the covenants and agreements required to be performed or observed by it under the terms of the Bridge Debt Agreement referred to belowNote Purchase Agreement, and for other good and valuable consideration, the Guarantors, intending to be legally bound, hereby absolutely and unconditionally, severally and jointly, guarantees and becomes Guarantor for the payment and performance when due (at maturityc) payment, upon accelerationdemand by any Noteholder, or otherwise) of all of remaining Borrower Obligation to Lender of every kind or nature, whether joint or several, due or to become due, absolute or contingent, now existing or hereafter arising, and whether principal, interest, fees, costs, expenses or otherwise (including without limitation any interest and/or expenses accruing following the commencement of any insolvency, receivership, reorganization or bankruptcy case or proceeding relating to any Borrower, whether or not a claim for post-petition interest and/or expenses is allowed or allowable in such case or proceeding). The Guarantor shall also pay or reimburse Lender as the prevailing party on demand for all costs and expenses, legal or otherwise (including without limitation reasonable attorneys’ fees) and such expenses, if any, as shall have been expended or incurred by Agent at in the protection or enforcement of any right or privilege under the Note Purchase Agreement or any of the other Financing Documents or in any consultation or action in connection therewith, and in each and every case irrespective of the validity, regularity or enforcement of any of the Notes, the Note Purchase Agreement or any of the other Financing Documents or any of the terms thereof or of any other like circumstance or circumstances (all of the obligations described in the foregoing clause (a), clause (b) and clause (c) being referred to herein as the “Guaranteed Obligations”). The guaranty of the Notes herein provided for is a guaranty of the immediate and timely payment of the principal, interest, Make-Whole Amount or Modified Make-Whole Amount, if any, Additional Amounts and all other amounts owing to the Noteholders from time to enforce, protect, preserve, or defend Lender’ rights hereunder time under the Notes and with respect the Note Purchase Agreement when and as the same are due and payable and shall not be deemed to any property securing this Agreement. All payments hereunder shall be made in lawful money a guaranty only of the United Statescollectibility of such payments and that in consequence thereof each Noteholder may xxx the Parent directly upon such principal, in immediately available funds. Unless otherwise defined herein, all capitalized terms in this Agreement shall have the respective meanings given to such terms in those certain agreements entered into concurrently among Borrowers interest and Lender. As there are two (2) Guarantors, the representations, covenants other amounts becoming so due and liability of the Guarantor hereunder shall be joint and several under the specific timeline described herein and the term “Guarantor” as used in this Agreement shall refer to all Guarantors collectively and to each individually, unless the context otherwise requirespayable.

Obligations Guaranteed. To induce Lender FGI to establish and/or continue financing arrangements with Borrower pursuant enter into the Magla Agreement and consider extending or continuing to the terms of the Bridge Debt Agreement referred extend credit or purchase receivables from time to belowtime to Client thereunder, and for other good and valuable consideration, the Guarantorsreceipt and sufficiency of which is hereby acknowledged, Guarantor, intending to be legally boundbound hereby, hereby absolutely and unconditionally, severally and jointly, unconditionally guarantees and becomes Guarantor surety for the payment and performance when due (at maturity, upon acceleration, or otherwise) of all of remaining Borrower Obligation to Lender the debts and obligations of Client of every kind or nature, whether joint or several, due or to become due, absolute or contingent, now existing or hereafter arising, and whether principal, interest, fees, costs, expenses or otherwise, and arising under the Magla Agreement or otherwise (including without limitation any interest and/or expenses accruing following the commencement of any insolvency, receivership, reorganization or bankruptcy case or proceeding relating to any BorrowerClient, whether or not a claim for post-petition interest and/or expenses is allowed or allowable in such case or proceeding) (collectively, the “Obligations’’’). The Guarantor shall also pay or reimburse Lender as the prevailing party FGI on demand for all costs and expenses, including without limitation attorneys’ fees, incurred by Agent FGI at any time to enforce, protect, preserve, or defend Lender’ FGFs rights hereunder and with respect to any property securing this Agreement. All payments hereunder shall be made in lawful money of the United States, in immediately available funds. Unless otherwise defined herein, all capitalized terms in this Agreement shall have the respective meanings given to such terms in those certain agreements entered into concurrently among Borrowers and Lender. As there are two (2) Guarantors, the representations, covenants and liability of the Guarantor hereunder shall be joint and several under the specific timeline described herein and the term “Guarantor” as used in this Agreement shall refer to all Guarantors collectively and to each individually, unless the context otherwise requiresMagla Agreement.

Obligations Guaranteed. To induce Lender to establish and/or continue financing arrangements with Borrower pursuant enter into the Transaction Documents and consider extending the Loan to the terms of the Bridge Debt Agreement referred to belowCompany, and for other good and valuable consideration, the Guarantorsreceipt and sufficiency of which is hereby acknowledged, Guarantor, intending to be legally boundbound hereby, hereby absolutely and unconditionally, severally and jointly, unconditionally guarantees and becomes Guarantor surety for the payment and performance when due (at maturity, upon acceleration, or otherwise) of all of remaining Borrower Obligation to Lender the debts and obligations of the Company of every kind or nature, whether joint or several, due or to become due, absolute or contingent, now existing or hereafter arising, and whether principal, interest, fees, costs, expenses or otherwise, and arising under the Transaction Documents or otherwise (including without limitation any interest and/or expenses accruing following the commencement of any insolvency, receivership, reorganization or bankruptcy case or proceeding relating to any Borrowerthe Company, whether or not a claim for post-petition interest and/or expenses is allowed or allowable in such case or proceeding) (collectively, the “Obligations”). The Guarantor shall also pay or reimburse Lender as the prevailing party on demand for all costs and expenses, including without limitation attorneys’ fees, incurred by Agent the Lender at any time to enforce, protect, preserve, or defend the Lender’ ’s rights hereunder and with respect to any property securing this AgreementGuaranty. All payments hereunder shall be made in lawful money of the United States, in immediately available funds. Unless otherwise defined herein, all capitalized terms in this Agreement shall have the respective meanings given to such terms in those certain agreements entered into concurrently among Borrowers and Lender. As there are two (2) Guarantors, the representations, covenants and liability of the Guarantor hereunder shall be joint and several under the specific timeline described herein and the term “Guarantor” as used in this Agreement shall refer to all Guarantors collectively and to each individually, unless the context otherwise requiresNote.

Obligations Guaranteed. To induce Lender FGI to establish and/or continue financing arrangements with Borrower pursuant enter into the MFA and consider extending or continuing to the terms of the Bridge Debt Agreement referred extend credit or purchase receivables from time to belowtime to Client thereunder, and for other good and valuable consideration, the Guarantorsreceipt and sufficiency of which is hereby acknowledged, Guarantor, intending to be legally boundbound hereby, hereby absolutely and unconditionally, severally and jointly, unconditionally guarantees and becomes Guarantor surety for the payment and performance when due (at maturity, upon acceleration, or otherwise) of all of remaining Borrower Obligation the debts and obligations of Client to Lender FGI of every kind or naturenature (including the Secured Obligations), whether joint or several, due or to become due, absolute or contingent, now existing or hereafter arising, and whether principal, interest, fees, costs, expenses or otherwise, and arising under the MFA or otherwise (including without limitation any interest and/or expenses accruing following the commencement of any insolvency, receivership, reorganization or bankruptcy case or proceeding relating to any BorrowerClient, whether or not a claim for post-petition interest and/or expenses is allowed or allowable in such case or proceeding) (collectively, the “Obligations”). The Guarantor shall also pay or reimburse Lender as the prevailing party FGI on demand for all costs and expenses, including without limitation attorneys’ fees, incurred by Agent FGI at any time to enforce, protect, preserve, or defend Lender’ FGI’s rights hereunder and with respect to any property securing this Agreement. All payments hereunder shall be made in lawful money of the United States, in immediately available funds. Unless otherwise defined herein, all capitalized terms in this Agreement shall have the respective meanings given to such terms in those certain agreements entered into concurrently among Borrowers and Lender. As there are two (2) Guarantors, the representations, covenants and liability of MFA or the Guarantor hereunder shall be joint and several under the specific timeline described herein and the term “Guarantor” as used in this Agreement shall refer to all Guarantors collectively and to each individually, unless the context otherwise requiresDebenture.

Obligations Guaranteed. To induce Lender to establish and/or continue financing arrangements with Borrower pursuant and consider making or continuing certain loans and extending or continuing to the terms of the Bridge Debt Agreement referred extend credit from time to belowtime to Monticello Raceway Management, Inc. ("Borrower"), and for other good and valuable consideration, the GuarantorsSurety, intending to be legally bound, hereby absolutely and unconditionally, severally and jointly, unconditionally guarantees and becomes Guarantor surety for the payment and performance when due (at maturity, upon acceleration, or otherwise) of all of remaining the Obligations of Borrower Obligation to Lender of every kind or nature, whether joint or several, due or to become due, absolute or contingent, now existing or hereafter arising, and whether principal, interest, fees, costs, expenses or otherwise (including without limitation any interest and/or expenses accruing following the commencement of any insolvency, receivership, reorganization or bankruptcy case or proceeding relating to any Borrower, whether or not a claim for post-petition interest and/or expenses is allowed or allowable in such case or proceeding). The Guarantor Surety shall also pay or reimburse Lender as the prevailing party on demand for all costs and expenses, including without limitation attorneys’ ' fees, incurred by Agent Lender at any time to enforce, protect, preserve, or defend Lender’ 's rights hereunder and with respect to any property securing this Agreement. All payments hereunder shall be made in lawful money of the United States, in immediately available funds. Unless otherwise defined herein, all capitalized terms in this Agreement shall have the respective meanings given to such terms in those that certain agreements entered into concurrently among Borrowers Loan and Lender. As there are two Security Agreement dated the date hereof between Borrower and Lender (2) Guarantorsas it may hereafter be amended, supplemented, restated or replaced from time to time, the representations, covenants and liability of the Guarantor hereunder shall be joint and several under the specific timeline described herein and the term “Guarantor” as used in this Agreement shall refer to all Guarantors collectively and to each individually, unless the context otherwise requires"Loan Agreement").

Obligations Guaranteed. To induce (a) Guarantor unconditionally guarantees to Lender the prompt and unconditional payment of the Loan and the interest thereon, whether now or hereafter advanced, as the same shall become due and payable under the Note, whether at stated maturity, by acceleration or otherwise, and any and all sums of money that, at the time, may have become due and payable under the provisions of the Note, the Mortgage, Mortgage Modifications or any other loan document executed in connection with same (as same may be extended, renewed, modified, substituted and amended, the “Loan Documents”), as well as, without limitation, all other loans, advances, indebtedness, notes, and liabilities; (b) Guarantor unconditionally guarantees to establish and/or continue financing arrangements with Lender all other amounts, liquidated or unliquidated, owing by the Borrower pursuant to the terms Lender any time, of each and every kind, nature and description, whether arising under the Bridge Debt Agreement referred to belowMortgage or otherwise, and for other good and valuable considerationwhether secured or unsecured, direct or indirect (that is, whether the Guarantors, intending same are due directly by the Borrower to be legally bound, hereby absolutely and unconditionally, severally and jointly, guarantees and becomes Guarantor for the payment and performance when due (at maturity, upon accelerationLender, or are due indirectly by the Borrower to the Lender, or any of its affiliates as endorser, guarantor or other surety, or as borrower of obligations due third persons which have been endorsed or assigned to the Lender or otherwise) of all of remaining Borrower Obligation to Lender of every kind ), absolute or nature, whether joint or severalcontingent, due or to become due, absolute or contingent, now existing or hereafter arisingarising or contracted, including, without limitation, payment when due of all amounts outstanding respecting any of the Loan Documents and whether principalthe due and prompt performance of all of the terms, interestagreements, feescovenants and conditions of the Note, costs, expenses or otherwise the Mortgage and the other Loan Documents (including without limitation any interest and/or expenses accruing following the commencement “Guaranteed Amount”); and (c) Guarantor unconditionally guarantees to Lender payment in full of any insolvencyand all expenses that may be paid or incurred by the Lender or any of its affiliates in the collection of all or any portion of the Guarantor’s obligations hereunder or the exercise or enforcement of any one or more of the other rights, receivershippowers, reorganization privileges, remedies and interests of the Lender under the Loan Documents or bankruptcy case or proceeding relating to any Borrowerof its affiliates hereunder including, whether or not a claim for post-petition interest and/or expenses is allowed or allowable in such case or proceeding). The Guarantor shall also pay or reimburse Lender as the prevailing party on demand for all costs and expenseswithout limitation, including without limitation reasonable attorneys’ fees, incurred by Agent at any time to enforce, protect, preserve, or defend Lender’ rights hereunder and with respect to any property securing this Agreement. All payments hereunder shall be made in lawful money irrespective of the United Statesmanner or success of any such collection, in immediately available funds. Unless otherwise defined hereinexercise or enforcement, all capitalized terms in this Agreement shall have the respective meanings given to and whether or not such terms in those certain agreements entered into concurrently among Borrowers and Lender. As there are two (2) Guarantors, the representations, covenants and liability expenses constitute part of the Guarantor hereunder shall be joint and several under the specific timeline described herein and the term “Guarantor” as used in this Agreement shall refer to all Guarantors collectively and to each individually, unless the context otherwise requiresBorrower’s obligations.

Obligations Guaranteed. To induce Lender Each Subsidiary Guarantor hereby irrevocably, absolutely and unconditionally guarantees to establish and/or continue financing arrangements with Borrower pursuant the Noteholders on a joint and several basis: (a) the full and prompt payment of the principal of all of the Notes and of the interest thereon at the rate therein stipulated (including interest accruing or becoming owing both prior to and subsequent to the commencement of any bankruptcy, reorganization or similar proceeding involving the Company or such Subsidiary Guarantor) and the Make-Whole Amount and the Modified Make-Whole Amount, Additional Amounts and all other amounts owing to the Noteholders from time to time under the Financing Documents when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise, (b) the full and prompt performance and observance by the Company of each and all of the covenants and agreements required to be performed or observed by it under the terms of the Bridge Debt Agreement referred to belowFinancing Documents, and for other good and valuable consideration, the Guarantors, intending to be legally bound, hereby absolutely and unconditionally, severally and jointly, guarantees and becomes Guarantor for the payment and performance when due (at maturityc) payment, upon accelerationdemand by any Noteholder, or otherwise) of all of remaining Borrower Obligation to Lender of every kind or nature, whether joint or several, due or to become due, absolute or contingent, now existing or hereafter arising, and whether principal, interest, fees, costs, expenses or otherwise (including without limitation any interest and/or expenses accruing following the commencement of any insolvency, receivership, reorganization or bankruptcy case or proceeding relating to any Borrower, whether or not a claim for post-petition interest and/or expenses is allowed or allowable in such case or proceeding). The Guarantor shall also pay or reimburse Lender as the prevailing party on demand for all costs and expenses, legal or otherwise (including without limitation reasonable attorneys’ fees) and such expenses, if any, as shall have been expended or incurred by Agent at in the protection or enforcement of any right or privilege under the Note Purchase Agreement or any of the other Financing Documents or in any consultation or action in connection therewith, and in each and every case irrespective of the validity, regularity or enforcement of any of the Notes, the Note Purchase Agreement or any of the other Financing Documents or any of the terms thereof or of any other like circumstance or circumstances (all of the obligations described in the foregoing clause (a), clause (b) and clause (c) being referred to herein as the “Guaranteed Obligations”). The guaranty of the Notes herein provided for is a guaranty of the immediate and timely payment of the principal, interest, Make-Whole Amount or Modified Make-Whole Amount, if any, Additional Amounts and all other amounts owing to the Noteholders from time to enforce, protect, preserve, or defend Lender’ rights hereunder time under the Financing Documents when and with respect as the same are due and payable and shall not be deemed to any property securing this Agreement. All payments hereunder shall be made in lawful money a guaranty only of the United Statescollectability of such payments and that in consequence thereof each Noteholder may xxx any Subsidiary Guarantor directly upon such principal, in immediately available funds. Unless otherwise defined herein, all capitalized terms in this Agreement shall have the respective meanings given to such terms in those certain agreements entered into concurrently among Borrowers interest and Lender. As there are two (2) Guarantors, the representations, covenants other amounts becoming so due and liability of the Guarantor hereunder shall be joint and several under the specific timeline described herein and the term “Guarantor” as used in this Agreement shall refer to all Guarantors collectively and to each individually, unless the context otherwise requirespayable.

Obligations Guaranteed. To induce Lender FGI to establish and/or continue financing arrangements with Borrower pursuant enter into the Transaction Agreement and consider extending or continuing to the terms of the Bridge Debt Agreement referred extend credit or purchase receivables from time to belowtime to Companies thereunder, and for other good and valuable consideration, the Guarantorsreceipt and sufficiency of which is hereby acknowledged, each Guarantor, intending to be legally boundbound hereby, hereby jointly and severally and absolutely and unconditionally, severally and jointly, unconditionally guarantees and becomes Guarantor surety for the payment and performance when due (at maturity, upon acceleration, or otherwise) of all of remaining Borrower Obligation to Lender the debts and obligations of each Company of every kind or nature, whether joint or several, due or to become due, absolute or contingent, now existing or hereafter arising, and whether principal, interest, fees, costs, expenses or otherwise otherwise, and arising under the Transaction Agreement (including without limitation any interest and/or expenses accruing following the commencement of any insolvency, receivership, reorganization or bankruptcy case or proceeding relating to Companies, or any Borrowerof them, whether or not a claim for post-petition interest and/or expenses is allowed or allowable in such case or proceeding) (collectively, the “Obligations”). The Each Guarantor shall also pay or reimburse Lender as the prevailing party FGI on demand for all out-of-pocket costs and expenses, including without limitation attorneys’ fees, incurred by Agent FGI at any time to enforce, protect, preserve, or defend Lender’ FGI’s rights hereunder and with respect to any property securing this Agreement. All payments hereunder shall be made in lawful money of the United States, in immediately available funds. Unless otherwise defined herein, all capitalized terms in this Agreement shall have the respective meanings given to such terms in those certain agreements entered into concurrently among Borrowers and Lender. As there are two (2) Guarantors, the representations, covenants and liability of the Guarantor hereunder shall be joint and several under the specific timeline described herein and the term “Guarantor” as used in this Agreement shall refer to all Guarantors collectively and to each individually, unless the context otherwise requiresTransaction Agreement.

Obligations Guaranteed. To induce Lender to establish and/or continue financing arrangements with make the Three Hundred Thousand and 00/100 U.S. Dollar (US$300.000.00) loan to Borrower pursuant to (the terms of "Loan") provided for in the Bridge Debt Loan Agreement referred to belowand Secured Promissory Note (the "Note") dated concurrently herewith between Lender and Borrower, and for other good and valuable consideration, . the GuarantorsGuarantor, intending to be legally bound, hereby absolutely and unconditionally, severally and jointly, unconditionally guarantees and becomes Guarantor for the payment and performance when due (at maturity, upon acceleration, or otherwise) of all outstanding amounts due in respect of remaining Borrower Obligation to Lender of every kind or nature, whether joint or severalthe Loan, due or to become due, absolute or contingent, now existing or hereafter arising, and whether principal, interest, fees, costs, expenses or otherwise (including without limitation any interest and/or expenses accruing following the commencement of any insolvency, receivership, reorganization or bankruptcy case or proceeding relating to any Borrower, whether or not a claim for post-petition interest and/or expenses is allowed or allowable in such case or proceeding, but excluding any Lease payments (as define/ in the Note)). The Guarantor shall also pay or reimburse Lender as the prevailing party on demand for all costs and expenses, including without limitation attorneys’ ' fees, incurred by Agent Lender at any time to enforce, protect, preserve, or defend Lender’ ' rights hereunder and with respect to any property securing this Agreement. All payments hereunder shall be made in lawful money of the United States, in immediately available funds. Unless otherwise defined herein, all capitalized terms in this Agreement shall have the respective meanings given to such terms in those certain the Note or in any other agreements entered into concurrently therewith among Borrowers Borrower and Lender. As there are two (2) Guarantors, the representations, covenants and liability of the Guarantor hereunder shall be joint and several under the specific timeline described herein and the term “Guarantor” as used in this Agreement shall refer to all Guarantors collectively and to each individually, unless the context otherwise requires.

Obligations Guaranteed. To induce Lender to establish and/or continue financing arrangements with Borrower pursuant to the terms of the Bridge Debt Agreement referred to below, and for other good and valuable consideration, the Guarantors, intending to be legally bound, hereby Guarantors absolutely and unconditionallyunconditionally guarantee the prompt payment when due, severally and jointly, guarantees and becomes Guarantor for the payment and performance when due (whether at maturity, upon acceleration, maturity or by acceleration or otherwise) , of all of remaining Borrower Obligation Borrowers’ indebtedness under the Notes, the Mortgages and the Agreement, together with interest on such obligations to Lender of every kind or nature, whether joint or several, due or to become due, absolute or contingent, now existing or hereafter arisingthe extent provided for in said documents, and whether principal, interest, fees, costs, all legal and other costs or expenses paid or otherwise (including without limitation any interest and/or expenses accruing following incurred by or on behalf of the commencement Banks or Administrative Agent in the enforcement thereof or hereof or of any insolvencyOther Guaranty (as hereinafter defined), receivershipand further guarantee that the representations and warranties made by Borrowers (including, reorganization or bankruptcy case or proceeding relating to any Borrowerwithout limitation, whether or not a claim for post-petition interest and/or expenses is allowed or allowable in such case or proceeding). The Guarantor shall also pay or reimburse Lender as the prevailing party on demand for all costs and expenses, including without limitation attorneys’ fees, incurred by Agent at any time to enforce, protect, preserve, or defend Lender’ rights hereunder and those with respect to any property securing this Agreement. All payments hereunder shall be made the Mortgagors and the Properties) and by Guarantors in lawful money the Loan Documents are true and correct as of the United Statesdate hereof. The current amount of the Total Loan Commitment is $650,000,000 (and Guarantors agree that any reference in this Guaranty to a Borrower or to Borrowers shall include each New Borrower [as defined in the Agreement]). Each Guarantor acknowledges and agrees that this Guaranty is a continuing guaranty and that the agreements, in immediately available funds. Unless otherwise defined guaranties and waivers made by Guarantors herein, and Guarantors’ obligations hereunder, are and shall at all capitalized terms times continue to be primary, absolute and unconditional. Each Guarantor acknowledges that execution and delivery of this Guaranty of Payment is a condition precedent to the Loan. Each Guarantor further agrees that if any Borrower shall fail to pay in this Agreement full when due, whether at stated maturity, by acceleration or otherwise, any of the obligations guaranteed hereunder (and if any grace or cure period applicable to payment of such obligation shall have expired), Guarantors will upon demand pay the respective meanings given to such terms in those certain agreements entered into concurrently among Borrowers and Lendersame. As there are two (2) Guarantors, the representations, covenants and The maximum liability of the each Borrower which is a Guarantor hereunder shall be joint limited to the maximum permissible amount which would be valid and several enforceable and would not render this Guaranty of Payment voidable as to such Guarantor as a fraudulent transfer or otherwise, under applicable federal and state bankruptcy, insolvency, fraudulent transfer and other similar creditors’ rights laws. Notwithstanding anything to the contrary contained in this Guaranty of Payment or the Loan Documents, the maximum aggregate liability of Dolphin LLC (i) under this Guaranty of Payment for the payment of the obligations guaranteed under this Guaranty of Payment with respect to principal due under the specific timeline described herein Notes and (ii) under the term “Guarantor” as used in this Agreement Loan Documents for the repayment of principal due under the Notes, shall refer not exceed the amount of the Dolphin Sublimit (for the avoidance of doubt, the foregoing limitation shall not apply to all Guarantors collectively any liability of Dolphin LLC with respect to the payment of interest, protective advances and to each individually, unless other fees and charges due under the context otherwise requiresLoan Documents).

Obligations Guaranteed. To induce Lender The Guarantor hereby unconditionally guarantees to establish and/or continue financing arrangements with Borrower pursuant to the terms each of the Bridge Debt Agreement referred to belowBeneficiaries, and for other good and valuable considerationas their respective interests may appear, the Guarantorsfull and prompt payment by the Company, intending to be legally boundwhen and as the same shall become due and payable, hereby absolutely and unconditionallywhether at the stated payment date thereof, severally and jointly, guarantees and becomes Guarantor for the payment and performance when due (at maturity, upon by acceleration, or otherwise) , of, and the faithful performance and compliance with, all payment obligations of all of remaining Borrower Obligation the Companies under the Guaranteed Company Agreements, the Guaranteed Equipment Notes and the Pass Through Trust Agreements owed to Lender of every kind the Beneficiaries strictly in accordance with the terms thereof, however created, arising or natureevidenced, whether joint direct or severalindirect, due primary or to become duesecondary, absolute or contingent, now existing joint or hereafter arisingseveral, and whether principalnow or hereafter existing or due or to become due (such payment obligations, interest, fees, costs, expenses or otherwise (including without limitation the “Guaranteed Obligations”); provided that in no event shall the “Guaranteed Obligations” include any interest and/or expenses accruing following obligation of the commencement of any insolvency, receivership, reorganization or bankruptcy case or proceeding relating to any Borrower, whether or not a claim for post-petition interest and/or expenses is allowed or allowable in such case or proceeding). The Guarantor shall also pay or reimburse Lender as the prevailing party on demand for all costs and expenses, including without limitation attorneys’ fees, incurred by Agent at any time to enforce, protect, preserveCompanies with respect to, or defend Lender’ rights hereunder and determined with respect to, any Refinancing Equipment Notes, Refinancing Certificates, Additional Equipment Notes or Additional Certificates or any liquidity facility with respect to any property securing Refinancing Certificates or Additional Certificates. If for any reason the Company shall fail punctually to pay any such Guaranteed Obligations, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at the stated payment date thereof, by acceleration, or otherwise. Any failure by the Guarantor to comply with its obligations in the immediately preceding sentence shall constitute an “Event of Default” under this AgreementGuarantee. All payments by the Guarantor hereunder shall be made paid in lawful money of the United States, in immediately available funds. Unless otherwise defined herein, all capitalized terms in this Agreement shall have the respective meanings given to such terms in those certain agreements entered into concurrently among Borrowers and Lender. As there are two (2) Guarantors, the representations, covenants and liability States of the Guarantor hereunder shall be joint and several under the specific timeline described herein and the term “Guarantor” as used in this Agreement shall refer to all Guarantors collectively and to each individually, unless the context otherwise requiresAmerica.

Obligations Guaranteed. To induce Lender to establish and/or continue financing arrangements with Borrower pursuant to the terms of the Bridge Debt Agreement referred to below, and for other good and valuable consideration, the Guarantors, intending to be legally bound, hereby Guarantors absolutely and unconditionallyunconditionally guarantee the prompt payment when due, severally and jointly, guarantees and becomes Guarantor for the payment and performance when due (whether at maturity, upon acceleration, maturity or by acceleration or otherwise) , of all of remaining Borrower Obligation Borrowers’ indebtedness under the Notes, the Mortgages and the Agreement, together with interest on such obligations to Lender of every kind or nature, whether joint or several, due or to become due, absolute or contingent, now existing or hereafter arisingthe extent provided for in said documents, and whether principal, interest, fees, costs, all legal and other costs or expenses paid or otherwise (including without limitation any interest and/or expenses accruing following incurred by or on behalf of the commencement Banks or Administrative Agent in the enforcement thereof or hereof or of any insolvencyOther Guaranty (as hereinafter defined), receivershipand further guarantee that the representations and warranties made by Borrowers (including, reorganization or bankruptcy case or proceeding relating to any Borrowerwithout limitation, whether or not a claim for post-petition interest and/or expenses is allowed or allowable in such case or proceeding). The Guarantor shall also pay or reimburse Lender as the prevailing party on demand for all costs and expenses, including without limitation attorneys’ fees, incurred by Agent at any time to enforce, protect, preserve, or defend Lender’ rights hereunder and those with respect to any property securing this the Mortgagors and the Properties) and by Guarantors in the Loan Documents are true and correct as of the date hereof. The current amount of the Total Loan Commitment is $550,000,000, but the amount of the Total Loan Commitment is subject to increase to up to $650,000,000 in accordance with the terms and conditions of the Agreement. All payments hereunder shall be made Each Guarantor hereby consents to such increase in lawful money the principal amount of the United StatesLoan up to $650,000,000 and agrees that this Guaranty of Payment shall cover said maximum principal obligation with no further consent of any Guarantor or amendment hereto being required (and Guarantors agree that any reference in this Guaranty to a Borrower or to Borrowers shall include each New Borrower [as defined in the Agreement]). Each Guarantor acknowledges and agrees that this Guaranty is a continuing guaranty and that the agreements, in immediately available funds. Unless otherwise defined guaranties and waivers made by Guarantors herein, and Guarantors’ obligations hereunder, are and shall at all capitalized terms times continue to be primary, absolute and unconditional. Each Guarantor acknowledges that execution and delivery of this Guaranty of Payment is a condition precedent to the Loan. Each Guarantor further agrees that if any Borrower shall fail to pay in this Agreement full when due, whether at stated maturity, by acceleration or otherwise, any of the obligations guaranteed hereunder (and if any grace or cure period applicable to payment of such obligation shall have expired), Guarantors will upon demand pay the respective meanings given to such terms in those certain agreements entered into concurrently among Borrowers and Lendersame. As there are two (2) Guarantors, the representations, covenants and The maximum liability of the each Borrower which is a Guarantor hereunder shall be joint limited to the maximum permissible amount which would be valid and several enforceable and would not render this Guaranty of Payment voidable as to such Guarantor as a fraudulent transfer or otherwise, under the specific timeline described herein applicable federal and the term “Guarantor” as used in this Agreement shall refer to all Guarantors collectively state bankruptcy, insolvency, fraudulent transfer and to each individually, unless the context otherwise requiresother similar creditors’ rights laws.

Obligations Guaranteed. To induce Lender to establish and/or continue financing arrangements with Borrower pursuant to the terms of the Bridge Debt Agreement referred to below, and for other good and valuable consideration, the Guarantors, intending to be legally bound, hereby Guarantors absolutely and unconditionallyunconditionally guarantee the prompt payment when due, severally and jointly, guarantees and becomes Guarantor for the payment and performance when due (whether at maturity, upon acceleration, maturity or by acceleration or otherwise) , of all of remaining Borrower Obligation Borrowers’ indebtedness under the Notes, the Mortgages and the Agreement, together with interest on such obligations to Lender of every kind or nature, whether joint or several, due or to become due, absolute or contingent, now existing or hereafter arisingthe extent provided for in said documents, and whether principal, interest, fees, costs, all legal and other costs or expenses paid or otherwise (including without limitation any interest and/or expenses accruing following incurred by or on behalf of the commencement Banks or Administrative Agent in the enforcement thereof or hereof or of any insolvencyOther Guaranty (as hereinafter defined), receivershipand further guarantee that the representations and warranties made by Borrowers (including, reorganization or bankruptcy case or proceeding relating to any Borrowerwithout limitation, whether or not a claim for post-petition interest and/or expenses is allowed or allowable in such case or proceeding). The Guarantor shall also pay or reimburse Lender as the prevailing party on demand for all costs and expenses, including without limitation attorneys’ fees, incurred by Agent at any time to enforce, protect, preserve, or defend Lender’ rights hereunder and those with respect to any property securing this the Mortgagors and the Properties) and by Guarantors in the Loan Documents are true and correct as of the date hereof. The current amount of the Total Loan Commitment is $350,000,000, but the amount of the Total Loan Commitment is subject to increase to up to $650,000,000 in accordance with the terms and conditions of the Agreement. All payments hereunder shall be made Each Guarantor hereby consents to such increase in lawful money the principal amount of the United StatesLoan up to $650,000,000 and agrees that this Guaranty of Payment shall cover said maximum principal obligation with no further consent of any Guarantor or amendment hereto being required (and Guarantors agree that any reference in this Guaranty to a Borrower or to Borrowers shall include each New Borrower [as defined in the Agreement]). Each Guarantor acknowledges and agrees that this Guaranty is a continuing guaranty and that the agreements, in immediately available funds. Unless otherwise defined guaranties and waivers made by Guarantors herein, and Guarantors’ obligations hereunder, are and shall at all capitalized terms times continue to be primary, absolute and unconditional. Each Guarantor acknowledges that execution and delivery of this Guaranty of Payment is a condition precedent to the Loan. Each Guarantor further agrees that if any Borrower shall fail to pay in this Agreement full when due, whether at stated maturity, by acceleration or otherwise, any of the obligations guaranteed hereunder (and if any grace or cure period applicable to payment of such obligation shall have expired), Guarantors will upon demand pay the respective meanings given to such terms in those certain agreements entered into concurrently among Borrowers and Lendersame. As there are two (2) Guarantors, the representations, covenants and The maximum liability of the each Borrower which is a Guarantor hereunder shall be joint limited to the maximum permissible amount which would be valid and several enforceable and would not render this Guaranty of Payment voidable as to such Guarantor as a fraudulent transfer or otherwise, under the specific timeline described herein applicable federal and the term “Guarantor” as used in this Agreement shall refer to all Guarantors collectively state bankruptcy, insolvency, fraudulent transfer and to each individually, unless the context otherwise requiresother similar creditors’ rights laws.

Obligations Guaranteed. To induce Lender to establish and/or continue financing arrangements with Borrower pursuant and consider making or continuing certain loans and extending or continuing to the terms of the Bridge Debt Agreement referred extend credit from time to belowtime to Monticello Raceway Management, Inc. ("Borrower"), and for other good and valuable consideration, the GuarantorsGuarantor, intending to be legally bound, hereby absolutely and unconditionally, severally and jointly, unconditionally guarantees and becomes Guarantor surety for the payment and performance when due (at maturity, upon acceleration, or otherwise) of all of remaining the Obligations of Borrower Obligation to Lender of every kind or nature, whether joint or several, due or to become due, absolute or contingent, now existing or hereafter arising, and whether principal, interest, fees, costs, expenses or otherwise (including without limitation any interest and/or expenses accruing following the commencement of any insolvency, receivership, reorganization or bankruptcy case or proceeding relating to any Borrower, whether or not a claim for post-petition interest and/or expenses is allowed or allowable in such case or proceeding). The Guarantor shall also pay or reimburse Lender as the prevailing party on demand for all costs and expenses, including without limitation attorneys’ ' fees, incurred by Agent Lender at any time to enforce, protect, preserve, or defend Lender’ 's rights hereunder and with respect to any property securing this Agreement. All payments hereunder shall be made in lawful money of the United States, in immediately available funds. Unless otherwise defined herein, all capitalized terms in this Agreement shall have the respective meanings given to such terms in those that certain agreements entered into concurrently among Borrowers Loan and Lender. As there are two Security Agreement dated the date hereof between Borrower and Lender (2) Guarantorsas it may hereafter be amended, supplemented, restated or replaced from time to time, the representations, covenants and liability of the Guarantor hereunder shall be joint and several under the specific timeline described herein and the term “Guarantor” as used in this Agreement shall refer to all Guarantors collectively and to each individually, unless the context otherwise requires"Loan Agreement").