Common use of Guaranty Clause in Contracts

Guaranty. (a) The Guarantor hereby (i) fully, irrevocably and unconditionally guarantees the due and punctual payment of any and all obligations of the LD Subsidiary owed to the Beneficiary under the Agreement and (ii) acknowledges that any and all amounts payable by the Guarantor hereunder shall be pari passu with all other senior unsecured debt of the Guarantor. (b) This is a continuing Guaranty and a guaranty of payment (not merely of collection), and it shall remain in full force and effect until all amounts payable by the LD Subsidiary to the Beneficiary under the Agreement have been validly, finally and irrevocably paid in full and shall not be affected in any way by the absence of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entity. (c) The Guarantor hereby agrees that it shall not be necessary, as a condition precedent to enforcement of this Guaranty, that a suit first be instituted against the LD Subsidiary or that any rights or remedies first be exhausted against the LD Subsidiary and the Guarantor hereby waives diligence, presentment, demand on the LD Subsidiary for payment or otherwise, filing of claims, requirement of a prior proceeding against the LD Subsidiary and protest or notice, except as may be provided for in the Agreement with respect to amounts payable by the LD Subsidiary. (d) The Guarantor agrees that, except by the complete and irrevocable payment of all amounts payable by the LD Subsidiary under the Agreement, its obligations under this Guaranty shall be unconditional and this Guaranty shall not be subject to any defense of set-off, counterclaim, recoupment or termination or discharge whatsoever by reason of the invalidity, illegality or unenforceability of any obligations under this Guaranty or any other defense that constitutes a legal or equitable discharge or defense of a guarantor or surety in its capacity as such irrespective of the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the LD Subsidiary or by any other circumstance, including, without limitation (i) assertions of amendment, waivers or forbearance affecting the Agreement or the related collateral; (ii) the LD Subsidiary’s lack of authorization to enter into the Agreement or its disability or bankruptcy; (iii) incomplete performance of the Agreement; (iv) delay by the Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantor. (e) If at any time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary or the Guarantor or otherwise, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made. (f) So long as any amount payable by the LD Subsidiary in connection with the Agreement is overdue and unpaid, the Guarantor shall not exercise any right of subrogation. If at any time when any amount is overdue and unpaid the Guarantor receives any amount as a result of any action against the LD Subsidiary or any of its property or assets or otherwise for or on account of any payment made by the Guarantor under this Guaranty, the Guarantor shall forthwith pay that amount received by it, to the extent necessary to satisfy any such amount overdue and unpaid, to the Beneficiary, to be credited and applied against the amount so payable by the LD Subsidiary and until payment is made to the Beneficiary the Guarantor shall hold such amounts in trust for the Beneficiary. (g) If the LD Subsidiary merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist, the Guarantor shall nonetheless continue to be liable for the payment of all amounts payable by the LD Subsidiary under the Agreement to the extent such amounts are not paid when due by the LD Subsidiary.

Guaranty. (a) The Guarantor Viatel Parent hereby (i) fully, irrevocably and unconditionally guarantees the due timely performance of each and punctual payment every obligation, representation, warranty and covenant of any Viatel hereunder. Metromedia hereby unconditionally guarantees the timely performance of each and all every obligation, representation, warranty and covenant of MFN (Viatel Parent and Metromedia are collectively known as the "Guarantors"). The Owners hereby agree that the obligations of the LD Subsidiary owed Guarantors hereunder are several, absolute and unconditioned, shall not be subject to the Beneficiary under the Agreement and (ii) acknowledges that any and all amounts payable by the Guarantor hereunder shall be pari passu with all other senior unsecured debt counter-claim, set-off, deduction, or defense based upon any claims each of the Guarantor. (b) This is a continuing Guaranty Guarantors may have against Developer or each of the Owners and a guaranty of payment (not merely of collection), and it shall remain in full force and effect until all amounts payable by the LD Subsidiary to the Beneficiary under the Agreement have been validlyin that regard to, finally and irrevocably paid in full and shall not be affected released, discharged or terminated or in any other way affected by any circumstance or condition. Each of the absence Guarantors unconditionally waive notice of any action to obtain those amounts from the LD Subsidiary acceptance of this guaranty or any other guarantor notice to the Owners or surety or to proceed against any other security provided by themselves in connection with the LD Subsidiary or any other person or entity. (c) The Guarantor enforcement of the guaranty provisions of this Section 14. Viatel Parent hereby unconditionally guarantees the obligations of Developer set forth in this Agreement. Viatel Parent hereby agrees that it shall not be necessary, as a condition precedent to enforcement of this Guaranty, that a suit first be instituted against the LD Subsidiary or that any rights or remedies first be exhausted against the LD Subsidiary and the Guarantor hereby waives diligence, presentment, demand on the LD Subsidiary for payment or otherwise, filing of claims, requirement of a prior proceeding against the LD Subsidiary and protest or notice, except as may be provided for in the Agreement with respect to amounts payable by the LD Subsidiary. (d) The Guarantor agrees that, except by the complete and irrevocable payment of all amounts payable by the LD Subsidiary under the Agreement, its obligations under this Guaranty shall be unconditional hereunder are absolute and this Guaranty unconditioned, shall not be subject to any defense of counter-claim, set-off, counterclaimdeduction, recoupment or termination defense based upon any claims it may have against Developer or discharge whatsoever by reason each of the invalidityOwners and shall remain in full force and effect in that regard to, illegality and shall not be released, discharged or unenforceability terminated or in any other way affected by any circumstance or condition. Viatel Parent unconditionally waives notice of any obligations under acceptance of this Guaranty guaranty or any other defense that constitutes a legal or equitable discharge or defense of a guarantor or surety in its capacity as such irrespective of the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the LD Subsidiary or by any other circumstance, including, without limitation (i) assertions of amendment, waivers or forbearance affecting the Agreement or the related collateral; (ii) the LD Subsidiary’s lack of authorization to enter into the Agreement or its disability or bankruptcy; (iii) incomplete performance of the Agreement; (iv) delay by the Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant notice to the Guarantor; and (vi) failure to notify the Guarantor. (e) If at any time payment under the Agreement is rescinded Owners or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary or the Guarantor or otherwise, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made. (f) So long as any amount payable by the LD Subsidiary themselves in connection with the Agreement is overdue and unpaidenforcement of the guaranty provisions of this Section 14. Notwithstanding the foregoing, Viatel Parent's guaranty of the Guarantor obligations of Developer set forth in this Section 14 shall not exercise apply to any right of subrogation. If at any time when any amount is overdue and unpaid the Guarantor receives any amount liability, costs, expenses or other fact, matter or condition arising: (i) as a result of the acts, omissions or failure to act of the Owners (where such Owner had an obligation to act) or the Guarantors (other than Viatel and Viatel Parent) or (ii) from and after the date, if ever, that Viatel (or such other Owner as may then be applicable) has no longer appointed the Managing Director of Developer (the "Managing Director Date"); provided that any action against obligations of Viatel Parent (or Metromedia) pursuant to this Section 14 that existed prior to the LD Subsidiary or any of its property or assets or otherwise for or on account of any payment made by Managing Director Date shall remain in full force and effect. From and after the Guarantor under this GuarantyManaging Director Date, the Guarantor Owner responsible for appointing the Managing Director of Developer shall forthwith pay that amount received by itbe obligated to execute such documents as the Owners, including Viatel and Viatel Parent, shall reasonably require evidencing the obligation of Metromedia (if it is MFN) or Carrier 1 International, S.A. (if it is Carrier 1) to guaranty the obligations of Developer in form and substance equivalent to the extent necessary to satisfy any such amount overdue and unpaid, to the Beneficiary, to be credited and applied against the amount so payable by the LD Subsidiary and until payment is made to the Beneficiary the Guarantor shall hold such amounts guaranty of Viatel Parent set forth in trust for the Beneficiarythis Section 14. (g) If the LD Subsidiary merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist, the Guarantor shall nonetheless continue to be liable for the payment of all amounts payable by the LD Subsidiary under the Agreement to the extent such amounts are not paid when due by the LD Subsidiary.

Guaranty. (a) The For value received, Guarantor does hereby (i) fullyunconditionally, absolutely and irrevocably guarantee, as primary obligor and unconditionally guarantees not as a surety, to Buyer the due full, complete and punctual prompt payment by Seller of any and all amounts and payment obligations now or hereafter owing from Seller to Buyer under the PPA, including compensation for penalties, the Termination Payment, indemnification payments or other damages, as and when required pursuant to the terms of the LD Subsidiary owed to PPA (the Beneficiary under the Agreement and (ii) acknowledges that any and all amounts payable by the Guarantor hereunder shall be pari passu with all other senior unsecured debt of the Guarantor. (b) This is a continuing Guaranty and a guaranty of payment (not merely of collection“Guaranteed Amount”), and it shall remain in full force and effect until all amounts payable by the LD Subsidiary to the Beneficiary under the Agreement have been validly, finally and irrevocably paid in full and shall not be affected in any way by the absence of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entity. (c) The Guarantor hereby agrees that it shall not be necessary, as a condition precedent to enforcement of this Guarantyprovided, that a suit first be instituted against the LD Subsidiary Guarantor’s aggregate liability under or that any rights or remedies first be exhausted against the LD Subsidiary and the Guarantor hereby waives diligence, presentment, demand on the LD Subsidiary for payment or otherwise, filing arising out of claims, requirement of a prior proceeding against the LD Subsidiary and protest or notice, except as may be provided for in the Agreement with respect to amounts payable by the LD Subsidiary. (d) The Guarantor agrees that, except by the complete and irrevocable payment of all amounts payable by the LD Subsidiary under the Agreement, its obligations under this Guaranty shall be unconditional and this Guaranty shall not be subject to exceed ________ Dollars ($___________). The Parties understand and agree that any defense payment by Guarantor or Seller of set-off, counterclaim, recoupment or termination or discharge whatsoever by reason any portion of the invalidityGuaranteed Amount shall thereafter reduce Guarantor’s maximum aggregate liability hereunder on a dollar-for-dollar basis. This Guaranty is an irrevocable, illegality or unenforceability absolute, unconditional and continuing guarantee of the full and punctual payment and performance, and not of collection, of the Guaranteed Amount and, except as otherwise expressly addressed herein, is in no way conditioned upon any obligations under this Guaranty requirement that Buyer first attempt to collect the payment of the Guaranteed Amount from Seller, any other guarantor of the Guaranteed Amount or any other defense that constitutes a legal Person or equitable discharge entity or defense resort to any other means of a guarantor or surety in its capacity as such irrespective obtaining payment of the existence of Guaranteed Amount. In the event Seller shall fail to duly, completely or punctually pay any bankruptcy, insolvency, reorganization or similar proceedings involving the LD Subsidiary or by any other circumstance, including, without limitation (i) assertions of amendment, waivers or forbearance affecting the Agreement or the related collateral; (ii) the LD Subsidiary’s lack of authorization to enter into the Agreement or its disability or bankruptcy; (iii) incomplete performance of the Agreement; (iv) delay by the Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant Guaranteed Amount as required pursuant to the Guarantor; and (vi) failure to notify the Guarantor. (e) If at any time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvencyPPA, bankruptcy or reorganization of the LD Subsidiary or the Guarantor or otherwise, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made. (f) So long as any amount payable by the LD Subsidiary in connection with the Agreement is overdue and unpaid, the Guarantor shall not exercise any right of subrogation. If at any time when any amount is overdue and unpaid the Guarantor receives any promptly pay such amount as a result of any action against the LD Subsidiary or any of its property or assets or otherwise for or on account of any payment made by the Guarantor under this Guaranty, the Guarantor shall forthwith pay that amount received by it, to the extent necessary to satisfy any such amount overdue and unpaid, to the Beneficiary, to be credited and applied against the amount so payable by the LD Subsidiary and until payment is made to the Beneficiary the Guarantor shall hold such amounts in trust for the Beneficiaryrequired herein. (g) If the LD Subsidiary merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist, the Guarantor shall nonetheless continue to be liable for the payment of all amounts payable by the LD Subsidiary under the Agreement to the extent such amounts are not paid when due by the LD Subsidiary.

Guaranty. (a) The Each Guarantor hereby (i) fullyhereby, jointly and severally, absolutely, unconditionally and irrevocably and unconditionally guarantees the due and punctual payment when due, whether at scheduled maturity or by acceleration, demand or otherwise, of any and all obligations of its Guaranteed Obligations. Without limiting the generality of the LD Subsidiary foregoing, the liability of each Guarantor shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Loan Party to the Beneficiary Administrative Agent, the Swing Line Lender, any Lender and/or any L/C Issuer under the Agreement and (ii) acknowledges that any and all amounts payable by the Guarantor hereunder shall be pari passu with all other senior unsecured debt or in respect of the GuarantorLoan Documents, in each case, giving rise to such Guaranteed Obligations (collectively, the “Guaranteed Documents”) but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party. This Guaranty is a guaranty of payment and not of collection. (b) This is a continuing Guaranty and a guaranty of payment (not merely of collection)Each Guarantor, and by its acceptance of this Article XI, the Administrative Agent, on behalf of itself and each Lender, hereby confirm that it shall remain in full force is the intention of all such Persons that this Article XI and effect until all amounts payable by the LD Subsidiary Guaranteed Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of Debtor Relief Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the Beneficiary under the Agreement have been validly, finally and irrevocably paid in full and shall not be affected in any way by the absence of any action extent applicable to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entity. (c) The Guarantor hereby agrees that it shall not be necessary, as a condition precedent to enforcement of this Guaranty, that a suit first be instituted against the LD Subsidiary or that any rights or remedies first be exhausted against the LD Subsidiary Article XI and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Administrative Agent, the Lenders and the Guarantors hereby waives diligence, presentment, demand on irrevocably agree that the LD Subsidiary for payment or otherwise, filing Guaranteed Obligations of claims, requirement of a prior proceeding against each Guarantor under this Article XI at any time shall be limited to the LD Subsidiary and protest or notice, except maximum amount as may be provided for will result in the Agreement with respect to amounts payable by the LD Subsidiary. (d) The Guaranteed Obligations of such Guarantor agrees that, except by the complete and irrevocable payment of all amounts payable by the LD Subsidiary under the Agreement, its obligations under this Guaranty shall be unconditional and this Guaranty shall not be subject to any defense of set-off, counterclaim, recoupment constituting a fraudulent transfer or termination or discharge whatsoever by reason of the invalidity, illegality or unenforceability of any obligations conveyance under this Guaranty Debtor Relief Law or any other defense that constitutes a legal or equitable discharge or defense comparable provision of a guarantor or surety in its capacity as such irrespective of the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the LD Subsidiary or by any other circumstance, including, without limitation (i) assertions of amendment, waivers or forbearance affecting the Agreement or the related collateral; (ii) the LD Subsidiary’s lack of authorization to enter into the Agreement or its disability or bankruptcy; (iii) incomplete performance of the Agreement; (iv) delay by the Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantorapplicable Law. (e) If at any time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary or the Guarantor or otherwise, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made. (f) So long as any amount payable by the LD Subsidiary in connection with the Agreement is overdue and unpaid, the Guarantor shall not exercise any right of subrogation. If at any time when any amount is overdue and unpaid the Guarantor receives any amount as a result of any action against the LD Subsidiary or any of its property or assets or otherwise for or on account of any payment made by the Guarantor under this Guaranty, the Guarantor shall forthwith pay that amount received by it, to the extent necessary to satisfy any such amount overdue and unpaid, to the Beneficiary, to be credited and applied against the amount so payable by the LD Subsidiary and until payment is made to the Beneficiary the Guarantor shall hold such amounts in trust for the Beneficiary. (g) If the LD Subsidiary merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist, the Guarantor shall nonetheless continue to be liable for the payment of all amounts payable by the LD Subsidiary under the Agreement to the extent such amounts are not paid when due by the LD Subsidiary.

Guaranty. (a) The Each Guarantor jointly and severally hereby (i) fully, unconditionally and irrevocably guarantees, as primary obligor and unconditionally guarantees not merely as surety, to each Holder the due full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of, Make-Whole Amount, if any, and interest (including any interest accruing after the commencement of any proceeding in bankruptcy and any additional interest that would accrue but for the commencement of such proceeding) on the Notes and all other obligations of the Issuer under the Note Purchase Agreement (all the foregoing being hereinafter collectively called the “Obligations”). Each Guarantor further agrees (to the extent permitted by applicable law) that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, and that it shall remain bound under this Guaranty notwithstanding any extension or renewal of any Obligation. (b) To the extent that any Guarantor shall make a payment hereunder (a “Payment”) which, taking into account all other Payments previously or concurrently made by any of the other Guarantors, exceeds the amount which such Guarantor would otherwise have paid if each Guarantor had paid the aggregate obligations satisfied by such Payment in the same proportion as such Guarantor’s “Allocable Amount” (as hereinafter defined) in effect immediately prior to such Payment bore to the Aggregate Allocable Amount (as hereinafter defined) of all of the Guarantors in effect immediately prior to the making of such Payment, then such Guarantor shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Guarantors for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Payment; provided that each Guarantor covenants and agrees that such right of contribution and indemnification and any and all obligations claims of such Guarantor against any other Guarantor, any endorser or against any of their property shall be junior and subordinate in right of payment to the prior indefeasible final payment in cash in full of all of the LD Subsidiary owed to Notes and satisfaction by the Beneficiary Issuer of its obligations under the Note Purchase Agreement and (ii) acknowledges that by the Guarantors of their obligations under this Guaranty and the Guarantors shall not take any action to enforce such right of contribution and indemnification, and the Guarantors shall not accept any payment in respect of such right of contribution and indemnification, until all of the Notes and all amounts payable by the Guarantors hereunder have indefeasibly been finally paid in cash in full and all of the obligations of the Issuer under the Note Purchase Agreement and of the Guarantors under this Guaranty have been satisfied As of any date of determination, (1) the “Allocable Amount” of any Guarantor hereunder shall be pari passu with all other senior unsecured debt equal to the maximum amount which could then be claimed by the Holders under this Guaranty without rendering such claim voidable or avoidable under ▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Bankruptcy Code (11 U.S.C. Sec. 101 et. seq.) or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law; and (2) the “Aggregate Allocable Amount” shall be equal to the sum of the each Guarantor. ’s Allocable Amount. Back to Contents This clause (b) This is a continuing Guaranty and a guaranty intended only to define the relative rights of payment (not merely of collection)the Guarantors, and it nothing set forth in this clause (b) is intended to or shall remain in full force impair the obligations of the Guarantors, jointly and effect until all severally, to pay any amounts payable by the LD Subsidiary to the Beneficiary under Holders as and when the Agreement have been validly, finally same shall become due and irrevocably paid payable in full accordance herewith. Each Guarantor acknowledges that the rights of contribution and indemnification hereunder shall not be affected constitute an asset in any way by the absence favor of any action Guarantor to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entitywhich such contribution and indemnification is owing. (c) The Guarantor hereby agrees that it shall not be necessary, as a condition precedent to enforcement of this Guaranty, that a suit first be instituted against the LD Subsidiary or that any rights or remedies first be exhausted against the LD Subsidiary and the Guarantor hereby waives diligence, presentment, demand on the LD Subsidiary for payment or otherwise, filing of claims, requirement of a prior proceeding against the LD Subsidiary and protest or notice, except as may be provided for in the Agreement with respect to amounts payable by the LD Subsidiary. (d) The Guarantor agrees that, except by the complete and irrevocable payment of all amounts payable by the LD Subsidiary under the Agreement, its obligations under this Guaranty shall be unconditional and this Guaranty shall not be subject to any defense of set-off, counterclaim, recoupment or termination or discharge whatsoever by reason of the invalidity, illegality or unenforceability of any obligations under this Guaranty or any other defense that constitutes a legal or equitable discharge or defense of a guarantor or surety in its capacity as such irrespective of the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the LD Subsidiary or by any other circumstance, including, without limitation (i) assertions of amendment, waivers or forbearance affecting the Agreement or the related collateral; (ii) the LD Subsidiary’s lack of authorization to enter into the Agreement or its disability or bankruptcy; (iii) incomplete performance of the Agreement; (iv) delay by the Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantor. (e) If at any time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary or the Guarantor or otherwise, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made. (f) So long as any amount payable by the LD Subsidiary in connection with the Agreement is overdue and unpaid, the Guarantor shall not exercise any right of subrogation. If at any time when any amount is overdue and unpaid the Guarantor receives any amount as a result of any action against the LD Subsidiary or any of its property or assets or otherwise for or on account of any payment made by the Guarantor under this Guaranty, the Guarantor shall forthwith pay that amount received by it, to the extent necessary to satisfy any such amount overdue and unpaid, to the Beneficiary, to be credited and applied against the amount so payable by the LD Subsidiary and until payment is made to the Beneficiary the Guarantor shall hold such amounts in trust for the Beneficiary. (g) If the LD Subsidiary merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist, the Guarantor shall nonetheless continue to be liable for the payment of all amounts payable by the LD Subsidiary under the Agreement to the extent such amounts are not paid when due by the LD Subsidiary.

Guaranty. (a) The Guarantor, as the owner, directly or indirectly, of at least 50.1% of the outstanding shares of each Subsidiary Seller, acknowledges and agrees that it derives benefit from the purchase of Receivables from such Subsidiary Seller by the Purchaser pursuant to this Agreement. The Guarantor hereby unconditionally and irrevocably guarantees to the Purchaser, as primary obligor and not merely as surety, the complete and timely performance on demand (after notice thereof by the Purchaser) of all obligations of each Subsidiary Seller arising under or pursuant to this Agreement, including, without limitation, regardless of the nature of the transactions contemplated hereby, the obligations set forth in Section 5.2 (Servicing Covenants), Section 11.2 (Repurchase), Section 12.1 (Taxes), Section 13.1 (Indemnification) and Section 13.2 (Expenses); provided, however, that the Guarantor shall have no obligations hereunder with respect to any non-payment of any Purchased Receivable resulting solely from an Insolvency Event of the applicable Approved Obligor or the financial inability of such Approved Obligor to pay such Purchased Receivable on the applicable Maturity Date. This guaranty is an irrevocable, absolute, present and continuing guaranty of prompt performance, and is in no way conditional or contingent upon any attempt to collect from or bring action against any Subsidiary Seller, or perfect or enforce any security or upon any other action, occurrence or circumstance whatsoever. The liability of the Guarantor hereunder is independent of and not in consideration of or contingent upon the liability of any other person under this or any similar instrument and the release of, or cancellation by, any party to this or a similar instrument shall not act to release or otherwise affect the liability of the Guarantor hereunder. It shall not be necessary for the Purchaser (and the Guarantor hereby waives any rights which the Guarantor may have to require the Purchaser), in order to enforce the obligations of the Guarantor hereunder, first to (i) fullyinstitute suit or exhaust its remedies against any Subsidiary Seller or any other person, irrevocably and unconditionally guarantees the due and punctual payment of any and all obligations of the LD Subsidiary owed to the Beneficiary under the Agreement and (ii) acknowledges that enforce the Purchaser’s rights against any and all amounts payable by collateral which shall ever have been given to secure performance under this Agreement, (iii) exhaust any remedies available to the Purchaser against any collateral which shall ever have been given to secure performance under this Agreement, or (iv) resort to any other means of obtaining payment of the obligations of any Subsidiary Seller hereunder. The liability of the Guarantor hereunder shall be pari passu with all other senior unsecured debt absolute and unconditional irrespective of: (i) any lack of the Guarantor. (b) This is a continuing Guaranty and a guaranty of payment (not merely of collection), and it shall remain in full force and effect until all amounts payable by the LD Subsidiary to the Beneficiary under the Agreement have been validly, finally and irrevocably paid in full and shall not be affected in any way by the absence validity or enforceability of any action to obtain those amounts from the LD obligation of any Subsidiary Seller hereunder or of this Agreement or any other guarantor or surety or to proceed Purchase Document as against any other security provided by the LD Subsidiary or any other person or entity. (c) The Guarantor hereby agrees that it shall not be necessary, as a condition precedent to enforcement of this Guaranty, that a suit first be instituted against the LD Subsidiary or that any rights or remedies first be exhausted against the LD Subsidiary and the Guarantor hereby waives diligence, presentment, demand on the LD Subsidiary for payment or otherwise, filing of claims, requirement of a prior proceeding against the LD Subsidiary and protest or notice, except as may be provided for in the Agreement with respect to amounts payable by the LD Subsidiary. (d) The Guarantor agrees that, except by the complete and irrevocable payment of all amounts payable by the LD Subsidiary under the Agreement, its obligations under this Guaranty shall be unconditional and this Guaranty shall not be subject to any defense of set-off, counterclaim, recoupment or termination or discharge whatsoever by reason of the invalidity, illegality or unenforceability of any obligations under this Guaranty or any other defense that constitutes a legal or equitable discharge or defense of a guarantor or surety in its capacity as such irrespective of the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the LD Subsidiary or by any other circumstance, including, without limitation (i) assertions of amendment, waivers or forbearance affecting the Agreement or the related collateralSeller; (ii) the LD Subsidiary’s lack any amendment or waiver of authorization to enter into the this Agreement or its disability any other Purchase Document executed by any Subsidiary Seller; or bankruptcy; (iii) incomplete performance of the Agreement; (iv) delay by the Beneficiary in making a claim; (v) any challenge to, or lack of complete disclosure of matters relevant validity of, any Subsidiary Seller’s ownership interest (immediately prior to each purchase hereunder) in the Guarantor; and (vi) failure to notify the GuarantorPurchased Receivables. (e) If at any time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary or the Guarantor or otherwise, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made. (f) So long as any amount payable by the LD Subsidiary in connection with the Agreement is overdue and unpaid, the Guarantor shall not exercise any right of subrogation. If at any time when any amount is overdue and unpaid the Guarantor receives any amount as a result of any action against the LD Subsidiary or any of its property or assets or otherwise for or on account of any payment made by the Guarantor under this Guaranty, the Guarantor shall forthwith pay that amount received by it, to the extent necessary to satisfy any such amount overdue and unpaid, to the Beneficiary, to be credited and applied against the amount so payable by the LD Subsidiary and until payment is made to the Beneficiary the Guarantor shall hold such amounts in trust for the Beneficiary. (g) If the LD Subsidiary merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist, the Guarantor shall nonetheless continue to be liable for the payment of all amounts payable by the LD Subsidiary under the Agreement to the extent such amounts are not paid when due by the LD Subsidiary.

Guaranty. Effective (aincluding retroactively) The for Guaranteed Obligations accruing before, on and after the Execution Date (as such term is defined under the Lease), Guarantor hereby (i) fullyabsolutely, unconditionally and irrevocably guarantees, as principal obligor and unconditionally guarantees not merely as surety, to Landlord, the due full, timely and punctual unconditional payment of any and all obligations performance, of the LD Subsidiary owed to Guaranteed Obligations strictly in accordance with the Beneficiary under the Agreement and (ii) acknowledges that any and all amounts payable by the Guarantor hereunder shall be pari passu with all other senior unsecured debt terms of the Guarantor. (b) Lease, as such Guaranteed Obligations may be modified, amended, extended or renewed from time to time. This is a continuing Guaranty and a guaranty of payment (and performance and not merely of collection). Guarantor agrees that Guarantor is primarily liable for and responsible for the payment and performance of the Guaranteed Obligations. Guarantor shall be bound by all of the provisions, terms, conditions, restrictions and limitations contained in the Lease which are to be observed or performed by Tenant, the same as if Guarantor was named therein as Tenant with joint and several liability with Tenant, and it shall remain in full force and effect until all amounts payable by the LD Subsidiary to the Beneficiary any remedies that Landlord has under the Agreement have been validlyLease against Tenant shall apply to Guarantor as well. If Tenant defaults in any Guaranteed Obligation under the Lease, finally Guarantor shall in lawful money of the United States, pay to Landlord on demand the amount due and irrevocably paid in full owing under the Lease. Guarantor waives any rights to notices of acceptance, modifications, amendment, extension or breach of the Lease. If Guarantor is a natural person, it is expressly agreed that this guaranty shall survive the death of such guarantor and shall not be affected continue in any way by effect. The obligations of Guarantor under this Guaranty are independent of the absence obligations of any action to obtain those amounts from the LD Subsidiary Tenant or any other guarantor guarantor. Guarantor acknowledges that this Guaranty and Guarantor’s obligations and liabilities under this Guaranty are and shall at all times continue to be absolute and unconditional in all respects and shall be the separate and independent undertaking of Guarantor without regard to the genuineness, validity, legality or surety or to proceed against enforceability of the Lease, and shall at all times be valid and enforceable irrespective of any other security provided by agreements or circumstances of any nature whatsoever which might otherwise constitute a defense to this Guaranty and the LD Subsidiary obligations and liabilities of Guarantor under this Guaranty or the obligations or liabilities of any other person or entity. entity (cincluding, without limitation, Tenant) The relating to this Guaranty or the obligations or liabilities of Guarantor hereby agrees that it shall not be necessary, as a condition precedent to enforcement of this Guaranty, that a suit first be instituted against the LD Subsidiary hereunder or that any rights or remedies first be exhausted against the LD Subsidiary and the Guarantor hereby waives diligence, presentment, demand on the LD Subsidiary for payment or otherwise, filing of claims, requirement of a prior proceeding against the LD Subsidiary and protest or notice, except as may be provided for in the Agreement otherwise with respect to amounts payable the Lease or to Tenant. Guarantor hereby absolutely, unconditionally and irrevocably waives any and all rights it may have to assert any defense, set-off, counterclaim or cross-claim of any nature whatsoever with respect to this Guaranty or the obligations or liabilities of Guarantor under this Guaranty or the obligations or liabilities of any other person or entity (including, without limitation, Tenant) relating to this Guaranty or the obligations or liabilities of Guarantor under this Guaranty or otherwise with respect to the Lease, in any action or proceeding brought by the LD Subsidiary. (d) holder hereof to enforce the obligations or liabilities of Guarantor under this Guaranty. This Guaranty sets forth the entire agreement and understanding of Landlord and Guarantor, and Guarantor acknowledges that no oral or other agreements, understandings, representations or warranties exist with respect to this Guaranty or with respect to the obligations or liabilities of Guarantor under this Guaranty. The obligations of Guarantor agrees that, except by the complete and irrevocable payment of all amounts payable by the LD Subsidiary under the Agreement, its obligations under this Guaranty shall be unconditional continuing and this Guaranty shall not be subject to irrevocable (a) during any defense period of set-offtime when the liability of Tenant under the Lease continues, counterclaim, recoupment or termination or discharge whatsoever by reason and (b) until all of the invalidityGuaranteed Obligations have been fully discharged by payment, illegality performance or unenforceability of any obligations under this Guaranty or any other defense that constitutes a legal or equitable discharge or defense of a guarantor or surety in its capacity as such irrespective of the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the LD Subsidiary or by any other circumstance, including, without limitation (i) assertions of amendment, waivers or forbearance affecting the Agreement or the related collateral; (ii) the LD Subsidiary’s lack of authorization to enter into the Agreement or its disability or bankruptcy; (iii) incomplete performance of the Agreement; (iv) delay by the Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantor. (e) compliance. If at any time all or any part of any payment received by Landlord from Tenant or Guarantor or any other person under or with respect to the Agreement is Lease or this Guaranty has been refunded or rescinded pursuant to any court order, or must declared to be fraudulent or preferential, or are set aside or otherwise restored are required to be repaid to Tenant, its estate, trustee, receiver or returned upon any other party, including as a result of the insolvency, bankruptcy or reorganization of the LD Subsidiary Tenant or the Guarantor or otherwiseany other party (an “Invalidated Payment”), the then Guarantor’s obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made. (f) So long as any amount payable by under the LD Subsidiary in connection with the Agreement is overdue and unpaid, the Guarantor shall not exercise any right of subrogation. If at any time when any amount is overdue and unpaid the Guarantor receives any amount as a result of any action against the LD Subsidiary or any of its property or assets or otherwise for or on account of any payment made by the Guarantor under this Guaranty, the Guarantor shall forthwith pay that amount received by itGuaranty shall, to the extent necessary of such Invalidated Payment be reinstated and deemed to satisfy have continued in existence as of the date that the original payment occurred. This Guaranty shall not be affected or limited in any such amount overdue and unpaidmanner by whether Tenant may be liable, with respect to the BeneficiaryGuaranteed Obligations individually, to be credited and applied against the amount so payable by the LD Subsidiary and until payment is made to the Beneficiary the Guarantor shall hold such amounts in trust for the Beneficiaryjointly with other primarily, or secondarily. (g) If the LD Subsidiary merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist, the Guarantor shall nonetheless continue to be liable for the payment of all amounts payable by the LD Subsidiary under the Agreement to the extent such amounts are not paid when due by the LD Subsidiary.

Guaranty. (a) The Subject to the provisions hereof, Guarantor hereby (i) fully-------- irrevocably, irrevocably absolutely and unconditionally guarantees the timely payment of all financial obligations which become due and punctual payable by Debtor to Creditor under or in connection with the Contract (collectively, "Obligations" and individually, an "Obligation") such that, if Debtor fails, neglects or refuses to perform any Obligation, Guarantor shall make such payment of within ten business days after Guarantor receives written notice thereof. Notwithstanding the foregoing, as to any Obligation which Guarantor is called upon to pay or cause payment to be made, Guarantor reserves to itself the right to assert any and all obligations of the LD Subsidiary owed to the Beneficiary defenses under the Agreement and (ii) acknowledges that any and all amounts payable by the Guarantor hereunder shall be pari passu with all other senior unsecured debt of the Guarantor. (b) This is a continuing Guaranty and a guaranty of payment (not merely of collection), and it shall remain in full force and effect until all amounts payable by the LD Subsidiary to the Beneficiary under the Agreement have been validly, finally and irrevocably paid in full and shall not be affected in any way by the absence of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed Contract which Debtor could assert against any other security provided by the LD Subsidiary or any other person or entity. (c) The Guarantor hereby agrees that it shall not be necessary, as a condition precedent to enforcement of this Guaranty, that a suit first be instituted against the LD Subsidiary or that any rights or remedies first be exhausted against the LD Subsidiary and the Guarantor hereby waives diligence, presentment, demand on the LD Subsidiary for payment or otherwise, filing of claims, requirement of a prior proceeding against the LD Subsidiary and protest or notice, except as may be provided for in the Agreement Creditor with respect to amounts payable by the LD Subsidiary. (d) The Guarantor agrees thatsuch Obligation; provided, except by the complete and irrevocable payment of all amounts payable by the LD Subsidiary under the Agreementhowever, its obligations under this Guaranty shall be unconditional and this Guaranty that such reservation shall not be subject to include any defense of set-off, counterclaim, recoupment or termination or discharge whatsoever by reason of the invalidity, illegality or unenforceability of any obligations under this Guaranty or any other defense that constitutes a legal or equitable discharge or defense of a guarantor or surety in its capacity as such irrespective arising out of any of the existence events described in Section 2 or Section 3 hereof. The guarantee of any bankruptcy, insolvency, reorganization or similar proceedings involving the LD Subsidiary or by any other circumstance, including, without limitation (i) assertions of amendment, waivers or forbearance affecting the Agreement or the related collateral; (ii) the LD Subsidiary’s lack of authorization Guarantor pursuant to enter into the Agreement or its disability or bankruptcy; (iii) incomplete performance this Section 1 is limited to 50 percent of the AgreementObligations; (iv) delay by provided, however, that in no event shall the Beneficiary in making a claim; (v) lack maximum aggregate liability of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantor. (e) If at any time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary or the Guarantor or otherwise, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made. (f) So long as any amount payable by the LD Subsidiary in connection with the Agreement is overdue and unpaid, the Guarantor shall not exercise any right of subrogation. If at any time when any amount is overdue and unpaid the Guarantor receives any amount as a result of any action against the LD Subsidiary or any of its property or assets or otherwise for or on account of any payment made by the Guarantor under this Guaranty, Guaranty exceed $10,000,000 (the Guarantor shall forthwith pay that amount received by it, "Guaranty Cap Amount") plus any amounts owed for collecting or enforcing this Guaranty pursuant to the extent necessary to satisfy any such amount overdue next sentence hereof; provided further, that Guarantor's obligations hereunder are separate and unpaid, to the Beneficiary, to be credited independent obligations from those of Peoples under Peoples' Guaranty of even date herewith and applied against the amount so payable by the LD Subsidiary and until payment is made to the Beneficiary the neither Guarantor nor Peoples shall hold such amounts in trust for the Beneficiary. (g) If the LD Subsidiary merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist, the Guarantor shall nonetheless continue to be liable for the obligations of the other under their respective guaranties by reason of joint and several liability or otherwise. In addition to Guarantor's liability for the Obligations set forth herein, Guarantor agrees to pay to Creditor such further amounts as shall be sufficient to cover the costs of collecting or enforcing this Guaranty (including reasonable fees, expenses and disbursements of counsel). This Guaranty is a guaranty of payment and not of all amounts payable by the LD Subsidiary under the Agreement to the extent such amounts are not paid when due by the LD Subsidiarycollection.

Guaranty. (a) The Guarantor In consideration of the execution and delivery by the Lenders of the Loan Agreement and the making of Loans and issuing of Letters of Credit to the Borrower by the Lenders thereunder, the Guarantor, as primary obligor and not as surety merely, hereby (i) fully, irrevocably guarantees absolutely and unconditionally guarantees to the Agent and the Lenders the due and punctual payment payment, when and as due (whether upon demand, at maturity, by reason of acceleration or otherwise), and performance of all Secured Obligations, whether now existing or hereafter arising (hereinafter referred to as the "Guaranteed Obligations"), and agrees to pay any and all expenses (including, but not limited to, reasonable legal fees and disbursements) which may be incurred by the, Agent or any Lender in enforcing its rights under this Guaranty. The liability of each Guarantor under this Guaranty is primary, unlimited and unconditional, and shall be enforceable before, concurrently or after any claim or demand is made or suit is filed against the Borrower or any other Obligor and before, concurrently or after any proceeding by the Agent against any Collateral or other security for the Guaranteed Obligations and shall be effective regardless of the solvency or insolvency of the Borrower or any other Obligor at any time, the extension or modification of any of the Guarantedd Obligations by operation of law or the subsequent reorganization, merger or consolidation of the Borrower or any change in its composition, nature, ownership, personnel or location, and this Guaranty shall be a continuing guaranty of any and all obligations notes given in extension or renewal of the LD Subsidiary owed to the Beneficiary under the Agreement Guaranteed Oligations. Each Guarantor acknowledges, agrees and (ii) acknowledges confirins that any and all amounts payable by the Guarantor hereunder shall be pari passu with all other senior unsecured debt of the Guarantor. (b) This this is a continuing Guaranty and a guaranty of payment (and not merely of collection), collection only and it shall remain that demand for payment may be made hereunder on any number of occasions in full force and effect until the amount of all amounts payable by the LD Subsidiary to the Beneficiary under the Agreement have been validly, finally and irrevocably paid in full and shall not be affected in any way by the absence of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entity. (c) The Guarantor hereby agrees that it shall not be necessary, as a condition precedent to enforcement of this Guaranty, that a suit first be instituted against the LD Subsidiary or that any rights or remedies first be exhausted against the LD Subsidiary and the Guarantor hereby waives diligence, presentment, demand on the LD Subsidiary for payment or otherwise, filing of claims, requirement of a prior proceeding against the LD Subsidiary and protest or notice, except as may be provided for in the Agreement with respect to amounts payable by the LD Subsidiary. (d) The Guarantor agrees that, except by the complete and irrevocable payment of all amounts payable by the LD Subsidiary under the Agreement, its obligations under this Guaranty shall be unconditional and this Guaranty shall not be subject to any defense of set-off, counterclaim, recoupment or termination or discharge whatsoever by reason portion of the invalidity, illegality or unenforceability of any obligations under this Guaranty or any other defense that constitutes a legal or equitable discharge or defense of a guarantor or surety in its capacity as such irrespective Guaranteed Obligations then due and no single demand shall exhaust the rights of the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the LD Subsidiary or by any other circumstance, including, without limitation (i) assertions of amendment, waivers or forbearance affecting the Agreement Agent or the related collateral; (ii) the LD Subsidiary’s lack of authorization to enter into the Agreement or its disability or bankruptcy; (iii) incomplete performance of the Agreement; (iv) delay by the Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the GuarantorLenders hereunder. (e) If at any time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary or the Guarantor or otherwise, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made. (f) So long as any amount payable by the LD Subsidiary in connection with the Agreement is overdue and unpaid, the Guarantor shall not exercise any right of subrogation. If at any time when any amount is overdue and unpaid the Guarantor receives any amount as a result of any action against the LD Subsidiary or any of its property or assets or otherwise for or on account of any payment made by the Guarantor under this Guaranty, the Guarantor shall forthwith pay that amount received by it, to the extent necessary to satisfy any such amount overdue and unpaid, to the Beneficiary, to be credited and applied against the amount so payable by the LD Subsidiary and until payment is made to the Beneficiary the Guarantor shall hold such amounts in trust for the Beneficiary. (g) If the LD Subsidiary merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist, the Guarantor shall nonetheless continue to be liable for the payment of all amounts payable by the LD Subsidiary under the Agreement to the extent such amounts are not paid when due by the LD Subsidiary.

Guaranty. (a) The Guarantor hereby absolutely, unconditionally and irrevocably guarantees to the Administrative Agent and the other Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance when due (iwhether at scheduled maturity, by required prepayment, declaration, acceleration, demand or otherwise) fullyof all of the Obligations, irrevocably and unconditionally guarantees the due and punctual payment of agrees to pay any and all obligations expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Administrative Agent or any other Lender in enforcing any rights under this Guaranty or any other Loan Document. Without limiting the generality of the LD Subsidiary foregoing, the liability of Guarantor shall extend to all amounts that constitute part of the Obligations and would be owed by any Borrower to any Lender but for the fact that they are unenforceable or not allowable due to the Beneficiary under the Agreement existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Guarantor is and (ii) acknowledges that any and all amounts payable by the Guarantor hereunder shall be pari passu with all other senior unsecured debt of liable for the GuarantorObligations as a primary obligor. (b) This Guarantor, and by its acceptance of this Guaranty, the Administrative Agent and each other Lender, hereby confirms that it is a continuing the intention of all such Persons that this Guaranty and the obligations of Guarantor hereunder not constitute a guaranty fraudulent transfer or conveyance for purposes of payment (not merely of collection)Debtor Relief Law, and it shall remain in full force and effect until all amounts payable by the LD Subsidiary Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the Beneficiary under extent applicable to this Guaranty and the Agreement have been validlyobligations of Guarantor hereunder. To effectuate the foregoing intention, finally the Administrative Agent, the other Lenders and the Guarantor hereby irrevocably paid in full and shall not be affected agree that, notwithstanding any term or provision herein or in any way by other Loan Document, the absence maximum liability of Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the obligations of Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. (c) Guarantor agrees that the Obligations may at any time and from time to time exceed the maximum amount of liability of Guarantor hereunder without impairing this Guaranty or affecting the obligations of Guarantor or the rights and remedies of any action to obtain those amounts Lender hereunder. (d) No payment made by any Borrower, Guarantor, any other guarantor or any other Person or received or collected by any Lender from any Borrower, the LD Subsidiary or Guarantor, any other guarantor or surety or to proceed against any other security provided Person by the LD Subsidiary virtue of any action or proceeding or any other person set-off or entity. (c) The Guarantor hereby agrees that it shall not be necessary, as a condition precedent appropriation or application at any time or from time to enforcement time in reduction of this Guaranty, that a suit first be instituted against the LD Subsidiary or that any rights or remedies first be exhausted against the LD Subsidiary and the Guarantor hereby waives diligence, presentment, demand on the LD Subsidiary for in payment or otherwise, filing of claims, requirement of a prior proceeding against the LD Subsidiary and protest or notice, except as may be provided for in the Agreement with respect to amounts payable by the LD Subsidiary. (d) The Guarantor agrees that, except by the complete and irrevocable payment of all amounts payable by the LD Subsidiary under the Agreement, its obligations under this Guaranty shall be unconditional and this Guaranty shall not be subject to any defense of set-off, counterclaim, recoupment or termination or discharge whatsoever by reason of the invalidity, illegality or unenforceability of any obligations under this Guaranty or any other defense that constitutes a legal or equitable discharge or defense of a guarantor or surety in its capacity as such irrespective of the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the LD Subsidiary or by any other circumstance, including, without limitation (i) assertions of amendment, waivers or forbearance affecting the Agreement or the related collateral; (ii) the LD Subsidiary’s lack of authorization to enter into the Agreement or its disability or bankruptcy; (iii) incomplete performance of the Agreement; (iv) delay by Obligations shall be deemed to modify, reduce, release or otherwise affect the Beneficiary in making a claim; (v) lack liability of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantor. (e) If at Guarantor hereunder which shall, notwithstanding any time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary or the Guarantor or otherwise, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made. (f) So long as any amount payable by the LD Subsidiary in connection with the Agreement is overdue and unpaid, the Guarantor shall not exercise any right of subrogation. If at any time when any amount is overdue and unpaid the Guarantor receives any amount as a result of any action against the LD Subsidiary or any of its property or assets or otherwise for or on account of other than any payment made by Guarantor in respect of the Obligations or any payment received or collected from Guarantor under this Guarantyin respect of the Obligations), the Guarantor shall forthwith pay that amount received by it, to the extent necessary to satisfy any such amount overdue and unpaid, to the Beneficiary, to be credited and applied against the amount so payable by the LD Subsidiary and until payment is made to the Beneficiary the Guarantor shall hold such amounts in trust for the Beneficiary. (g) If the LD Subsidiary merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist, the Guarantor shall nonetheless continue to be remain liable for the payment of all amounts payable by the LD Subsidiary under the Agreement Obligations up to the extent such amounts maximum liability of Guarantor hereunder until the Obligations are not indefeasibly paid when due by in full in cash and the LD SubsidiaryCommitments are terminated or expired.

Guaranty. In order to induce ▇▇▇▇▇▇▇▇, BILLINGS, RAMSEY, GROUP, INC., (a“Sublandlord”) The to execute and deliver that certain Sublease (the “Sublease”) between Sublandlord and INNOVIVE PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”) for the premises (the “Sublease Premises”) more particularly described in the Sublease, and in consideration thereof, the undersigned PARAMOUNT BIOCAPITAL INVESTMENTS, LLC, a Delaware limited liability company (“Paramount”) and ▇▇▇▇▇▇ ▇▇▇▇▇, an individual (“Individual Guarantor”)) (Paramount and the Individual Guarantor are collectively referred to herein as the “Guarantor”) hereby (i) fullyunconditionally, absolutely and irrevocably guaranty to Sublandlord, and unconditionally guarantees its successors and assigns, the due prompt and punctual full payment by Subtenant of each and every item of Base Rent, Operating Payments, Tax Payments and Electricity to be paid by Subtenant under the Sublease, together with any and all obligations of the LD Subsidiary owed to the Beneficiary costs and expenses, including reasonable attorneys’ fees, which may be incurred by Sublandlord in connection with any default beyond any applicable notice or grace period by Subtenant under the Agreement and Sublease or enforcing the Sublease and/or this Guaranty (ii) collectively the “Obligations”). Guarantor expressly acknowledges that any he, she or it has reviewed the Sublease and all amounts payable by understands the Guarantor hereunder shall be pari passu with all other senior unsecured debt same. If there is more than one Guarantor, the terms and conditions of the Guarantor. (b) This is a continuing Guaranty and a guaranty of payment (not merely of collection), and it shall remain in full force and effect until all amounts payable by the LD Subsidiary to the Beneficiary under the Agreement have been validly, finally and irrevocably paid in full and shall not be affected in any way by the absence of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entity. (c) The Guarantor hereby agrees that it shall not be necessary, as a condition precedent to enforcement of this Guaranty, that a suit first be instituted against the LD Subsidiary or that any rights or remedies first be exhausted against the LD Subsidiary and the Guarantor hereby waives diligence, presentment, demand on the LD Subsidiary for payment or otherwise, filing of claims, requirement of a prior proceeding against the LD Subsidiary and protest or notice, except as may be provided for in the Agreement with respect to amounts payable by the LD Subsidiary. (d) The Guarantor agrees that, except by the complete and irrevocable payment of all amounts payable by the LD Subsidiary under the Agreement, its obligations under this Guaranty shall apply to all Guarantors jointly and severally. The liability of Guarantor is coextensive with that of Subtenant and also joint and several, and legal action may be unconditional brought against Guarantor and this Guaranty shall not be subject carried to any defense of set-off, counterclaim, recoupment final judgment either with or termination or discharge whatsoever by reason of the invalidity, illegality or unenforceability of any obligations under this Guaranty without making Subtenant or any other defense assignee or successor thereof as a party thereto. The undersigned further covenants and agrees that constitutes a legal or equitable discharge or defense of a guarantor or surety in its capacity as such irrespective of the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the LD Subsidiary or by any other circumstance, including, without limitation (i) assertions of amendment, waivers or forbearance affecting the Agreement or the related collateral; (ii) the LD Subsidiary’s lack of authorization to enter into the Agreement or its disability or bankruptcy; (iii) incomplete performance of the Agreement; (iv) delay by the Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantor. (e) If Sublandlord may at any time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvencyfrom time to time, bankruptcy or reorganization of the LD Subsidiary or the Guarantor or otherwisein its sole and absolute unfettered discretion, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made. (f) So long as any amount payable by the LD Subsidiary in connection with the Agreement is overdue and unpaid, the Guarantor shall not exercise any right of subrogation. If at any time when any amount is overdue and unpaid the Guarantor receives any amount as a result of any action against the LD Subsidiary or any of its property or assets or otherwise for or on account of any payment made by the Guarantor under this Guaranty, the Guarantor shall forthwith pay that amount received by it, without notice to the extent necessary to satisfy any such amount overdue and unpaid, to the Beneficiary, to be credited and applied against the amount so payable by the LD Subsidiary and until payment is made to the Beneficiary the Guarantor shall hold such amounts in trust for the Beneficiary. (g) If the LD Subsidiary merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist, the Guarantor shall nonetheless continue to be liable for the payment of all amounts payable by the LD Subsidiary under the Agreement to the extent such amounts are not paid when due by the LD Subsidiary.undersigned:

Guaranty. (a) The Guarantor hereby (i) fullyunconditionally and irrevocably guarantees to Buyer and its successors and permitted indorsees, irrevocably transferees and unconditionally guarantees assigns, the due and punctual payment of any and all obligations of the LD Subsidiary owed to Guarantor Obligations (whether at the Beneficiary under the Agreement and (ii) acknowledges that any and all amounts payable stated maturity, by the Guarantor hereunder shall be pari passu with all other senior unsecured debt of the Guarantoracceleration or otherwise). (b) This is a continuing Guaranty Guarantor further agrees to pay as directed by Buyer all reasonable third-party out-of-pocket costs and a guaranty expenses (including reasonable legal, accounting and advisory fees and expenses) incurred by Buyer in enforcing or obtaining advice of counsel in respect of any rights with respect to, or collecting, and/or enforcing any rights with respect to, or collecting against, Guarantor under this Guaranty. (c) Guarantor shall make payment (not merely of collection), the Guarantor Obligations and it shall remain in full force and effect until all other amounts payable by the LD Subsidiary to the Beneficiary under the Agreement have been validlyGuarantor hereunder promptly upon written demand therefor (and in any event within five (5) Business Days), finally and irrevocably paid in full and compliance with this Guaranty. Buyer shall not be affected in required to seek payment or performance from any way by the absence of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary Seller or any other person or entity. (c) The Guarantor hereby agrees that it shall not be necessary, as a condition precedent entity or to enforcement seek any other recourse prior to demanding payment of this Guaranty, that a suit first be instituted against the LD Subsidiary or that any rights or remedies first be exhausted against the LD Subsidiary and the Guarantor hereby waives diligence, presentment, demand on the LD Subsidiary for payment or otherwise, filing of claims, requirement of a prior proceeding against the LD Subsidiary and protest or notice, except as may be provided for in the Agreement with respect to amounts payable by the LD SubsidiaryObligations from Guarantor. (d) The Guarantor agrees that, except No payment or payments made by the complete and irrevocable any Seller or any other Person or received or collected by Buyer from any Seller 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 Guarantor Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of Guarantor hereunder until all amounts payable by of the LD Subsidiary under the AgreementRepurchase Obligations have been paid in full; provided, its obligations that Buyer shall not be entitled to double recovery. Guarantor shall remain liable under this Guaranty shall be unconditional until the Repurchase Obligations are satisfied and this Guaranty shall not be subject paid in full and the Master Repurchase Agreement and the other Repurchase Documents are terminated, notwithstanding any payment or payments referred to any defense of set-off, counterclaim, recoupment or termination or discharge whatsoever by reason of in the invalidity, illegality or unenforceability of any obligations under this Guaranty or any other defense that constitutes a legal or equitable discharge or defense of a guarantor or surety in its capacity as such irrespective of the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the LD Subsidiary or by any other circumstance, including, without limitation (i) assertions of amendment, waivers or forbearance affecting the Agreement or the related collateral; (ii) the LD Subsidiary’s lack of authorization to enter into the Agreement or its disability or bankruptcy; (iii) incomplete performance of the Agreement; (iv) delay by the Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantorforegoing sentence. (e) If Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary or the Guarantor or otherwise, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made. (f) So long as any amount payable by the LD Subsidiary in connection with the Agreement is overdue and unpaid, the Guarantor shall not exercise any right of subrogation. If at any time when any amount is overdue and unpaid the Guarantor receives any amount as a result of any action against the LD Subsidiary or any of its property or assets or otherwise for or Buyer on account of any payment made by the Guarantor under this Guarantyits liability hereunder, the Guarantor shall forthwith pay it will notify Buyer in writing that amount received by it, to the extent necessary to satisfy any such amount overdue and unpaid, to the Beneficiary, to be credited and applied against the amount so payable by the LD Subsidiary and until payment is made to the Beneficiary the Guarantor shall hold under this Guaranty for such amounts in trust for the Beneficiarypurpose. (g) If the LD Subsidiary merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist, the Guarantor shall nonetheless continue to be liable for the payment of all amounts payable by the LD Subsidiary under the Agreement to the extent such amounts are not paid when due by the LD Subsidiary.

Guaranty. In order to induce the Lenders to extend credit to the Borrower, the Borrower and Holdings (acollectively, the “Guaranty Parties”) The Guarantor hereby (i) fully, absolutely and irrevocably and unconditionally guarantees guarantees, on a joint and several basis and as a primary obligor and not merely as a surety, the payment when and as due of the Obligations. Each Guaranty Party further agrees that the due and punctual payment of such Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee hereunder notwithstanding any such extension or renewal of any such Obligation. Each Guaranty Party hereby irrevocably and all unconditionally agrees, jointly and severally with the other Guaranty Parties, that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Administrative Agent, the Issuing Bank and the Lenders immediately on demand against any cost, loss or liability they incur as a result of any other Guaranty Party or any of its Affiliates not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Guaranty Party under this Article X on the date when it would have been due (but so that the amount payable by each Guaranty Party under this indemnity will not exceed the amount which it would have had to pay under this Article X if the amount claimed had been recoverable on the basis of a guarantee). Each Guaranty Party waives presentment to, demand of payment from and protest to any Guaranty Party of any of the Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of each Guaranty Party hereunder shall not be affected by (a) the LD Subsidiary owed failure of the Administrative Agent, the Issuing Bank or any Lender to the Beneficiary assert any claim or demand or to enforce any right or remedy against any Guaranty Party under the Agreement and (ii) acknowledges that provisions of this Agreement, any and all amounts payable by the Guarantor hereunder shall be pari passu with all other senior unsecured debt of the Guarantor. Loan Document or otherwise; (b) This is any extension or renewal of any of the Obligations; (c) any rescission, waiver, amendment or modification of, or release from, any of the terms or provisions of this Agreement, or any other Loan Document or agreement; (d) any default, failure or delay, willful or otherwise, in the performance of any of the Obligations; (e) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Obligations, if any; (f) any change in the corporate, partnership or other existence, structure or ownership of any Guaranty Party or any other guarantor of any of the Obligations; (g) the enforceability or validity of the Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Obligations or any part thereof, or any other invalidity or unenforceability relating to or against any Guaranty Party or any other guarantor of any of the Obligations, for any reason related to this Agreement, any Swap Agreement, any Banking Services Agreement, any other Loan Document, or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by such Guaranty Party or any other guarantor of the Obligations, of any of the Obligations or otherwise affecting any term of any of the Obligations; or (h) any other act, omission or delay to do any other act which may or might in any manner or to any extent vary the risk of such Guaranty Party or otherwise operate as a continuing discharge of a guarantor as a matter of law or equity or which would impair or eliminate any right of such Guaranty and Party to subrogation. Each Guaranty Party further agrees that its agreement hereunder constitutes a guaranty guarantee of payment when due (whether or not any bankruptcy or similar proceeding shall have stayed the accrual or collection of any of the Obligations or operated as a discharge thereof) and not merely of collection), and it shall remain in full force and effect until all amounts payable waives any right to require that any resort be had by the LD Subsidiary Administrative Agent, the Issuing Bank or any Lender to any balance of any deposit account or credit on the Beneficiary under books of the Agreement have been validlyAdministrative Agent, finally and irrevocably paid the Issuing Bank or any Lender in full and favor of any Guaranty Party or any other Person. The obligations of each Guaranty Party hereunder shall not be affected in subject to any way by the absence of reduction, limitation, impairment or termination for any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entity. (c) The Guarantor hereby agrees that it shall not be necessaryreason, as a condition precedent to enforcement of this Guaranty, that a suit first be instituted against the LD Subsidiary or that any rights or remedies first be exhausted against the LD Subsidiary and the Guarantor hereby waives diligence, presentment, demand on the LD Subsidiary for payment or otherwise, filing of claims, requirement of a prior proceeding against the LD Subsidiary and protest or notice, except as may be provided for in the Agreement with respect to amounts payable by the LD Subsidiary. (d) The Guarantor agrees that, except by the complete and irrevocable payment of all amounts payable by the LD Subsidiary under the Agreement, its obligations under this Guaranty shall be unconditional and this Guaranty shall not be subject to any defense of or set-off, counterclaim, recoupment or termination or discharge whatsoever whatsoever, by reason of the invalidity, illegality or unenforceability of any obligations under this Guaranty or any other defense that constitutes a legal or equitable discharge or defense of a guarantor or surety in its capacity as such irrespective of the existence Obligations, any impossibility in the performance of any bankruptcy, insolvency, reorganization or similar proceedings involving the LD Subsidiary or by any other circumstance, including, without limitation (i) assertions of amendment, waivers or forbearance affecting the Agreement or the related collateral; (ii) the LD Subsidiary’s lack of authorization to enter into the Agreement or its disability or bankruptcy; (iii) incomplete performance of the Agreement; (iv) delay by Obligations or otherwise. Each Guaranty Party further agrees that its obligations hereunder shall constitute a continuing and irrevocable guarantee of all Obligations now or hereafter existing and shall continue to be effective or be reinstated, as the Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantor. (e) If case may be, if at any time payment, or any part thereof, of any Obligation (including a payment under the Agreement effected through exercise of a right of setoff) is rescinded rescinded, or is or must otherwise be otherwise restored or returned by the Administrative Agent, the Issuing Bank or any Lender upon the insolvency, bankruptcy or reorganization of any Guaranty Party or otherwise (including pursuant to any settlement entered into by a holder of Obligations in its discretion). In furtherance of the LD Subsidiary foregoing and not in limitation of any other right which the Administrative Agent, the Issuing Bank or any Lender may have at law or in equity against any Guaranty Party by virtue hereof, upon the Guarantor failure of any other Guaranty Party to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guaranty Party hereby promises to and will, upon receipt of written demand by the Guarantor’s obligations hereunder Administrative Agent, the Issuing Bank or any Lender, forthwith pay, or cause to be paid, to the Administrative Agent, the Issuing Bank or any Lender in cash an amount equal to the unpaid principal amount of the Obligations then due, together with accrued and unpaid interest thereon. Each Guaranty Party further agrees that if payment in respect to of any Obligation shall be due in a currency other than Dollars and/or at a place of payment other than New York, Chicago or any other Eurocurrency Payment Office and if, by reason of any Change in Law, disruption of currency or foreign exchange markets, war or civil disturbance or other event, payment of such Obligation in such currency or at such place of payment shall be reinstated impossible or, in the reasonable judgment of the Administrative Agent, the Issuing Bank or any Lender, disadvantageous to the Administrative Agent, the Issuing Bank or any Lender in any material respect, then, at the election of the Administrative Agent, such Guaranty Party shall make payment of such Obligation in Dollars (based upon the applicable Equivalent Amount in effect on the date of payment) and/or in New York, Chicago or such restoration or return being made. (f) So long other Eurocurrency Payment Office as any amount payable is designated by the LD Subsidiary in connection with Administrative Agent and, as a separate and independent obligation, shall indemnify the Agreement is overdue and unpaidAdministrative Agent, the Guarantor Issuing Bank and any Lender against any losses or reasonable out-of-pocket expenses that it shall not exercise any right of subrogation. If at any time when any amount is overdue and unpaid the Guarantor receives any amount sustain as a result of such alternative payment. Upon payment by any action Guaranty Party of any sums as provided above, all rights of such Guaranty Party against any Guaranty Party arising as a result thereof by way of right of subrogation or otherwise shall in all respects be subordinated and junior in right of payment to the LD Subsidiary prior indefeasible payment in full in cash of all the Obligations owed by such Guaranty Party to the Administrative Agent, the Issuing Bank and the Lenders. Nothing shall discharge or satisfy the liability of any Guaranty Party hereunder except the full performance and payment in cash of the Obligations (other than obligations not yet due and payable under any Swap Agreement or any Banking Services Agreement). Each Guaranty Party that is a Qualified ECP Guarantor (each, a “Qualified Guaranty Party”) hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its property obligations under this Article X or assets the Subsidiary Guaranty, as applicable, in respect of Specified Swap Obligations (provided, however, that each Qualified Guaranty Party shall only be liable under this paragraph for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this paragraph or otherwise for or on account of any payment made by the Guarantor under this GuarantyArticle X voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified Guaranty Party under this paragraph shall remain in full force and effect until a discharge of such Qualified Guaranty Party’s obligations under this Article X in accordance with the Guarantor terms hereof. Each Qualified Guaranty Party intends that this paragraph constitute, and this paragraph shall forthwith pay that amount received by itbe deemed to constitute, to the extent necessary to satisfy any such amount overdue and unpaida “keepwell, to the Beneficiarysupport, to be credited and applied against the amount so payable by the LD Subsidiary and until payment is made to the Beneficiary the Guarantor shall hold such amounts in trust or other agreement” for the Beneficiarybenefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. (g) If the LD Subsidiary merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist, the Guarantor shall nonetheless continue to be liable for the payment of all amounts payable by the LD Subsidiary under the Agreement to the extent such amounts are not paid when due by the LD Subsidiary.

Guaranty. (a) The Guarantor hereby unconditionally and irrevocably guarantees to Buyer and Repo Agent and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by each Seller when due, whether at the stated maturity, by acceleration, demand or otherwise (i) fullyor would otherwise be owing, irrevocably and unconditionally guarantees due or payable under the due and punctual payment Repurchase Agreement but for the commencement of any bankruptcy, insolvency or similar proceeding in respect of each Seller) of its present and all obligations future Guaranty Obligations, whether absolute or contingent. Without in any way limiting the foregoing, promptly upon receipt of a Seller Delinquency Notice, Guarantor shall pay the LD Subsidiary owed to the Beneficiary under the Agreement and Seller Delinquency Amount specified therein. If such Seller Delinquency Notice is sent before 12:00 p.m. (iiNew York City time) acknowledges that any and all amounts payable by the Guarantor hereunder on a Business Day, such payment shall be pari passu with all other senior unsecured debt made by Guarantor no later than 5:00 p.m. (New York City time) on the following Business Day. If such Seller Delinquency Notice is sent after 12:00 p.m. (New York City time) on a Business Day, such payment shall be made by Guarantor no later than 5:00 p.m. (New York City time) on the second following Business Day. This is a guaranty of the Guarantorpayment and performance, and not merely of collection. Guarantor further agrees to pay any Guaranty Expenses, which may be paid or incurred by Buyer or Repo Agent. (b) This is a continuing In no event shall Buyer or Repo Agent be obligated to take any action, obtain any judgment or file any claim prior to enforcing this Guaranty Agreement. The rights, powers, remedies and a guaranty of payment (privileges provided in this Guaranty Agreement are cumulative and not merely of collection), and it shall remain in full force and effect until all amounts payable by the LD Subsidiary to the Beneficiary under the Agreement have been validly, finally and irrevocably paid in full and shall not be affected in any way by the absence exclusive of any action to obtain those amounts from the LD Subsidiary or rights, powers, remedies and privileges provided by any other guarantor agreement or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entitylaw. (c) The Guarantor hereby agrees that it shall not be necessaryWith respect to Guarantor’s Guaranty Obligations, as a condition precedent to enforcement of this Guaranty, that a suit first be instituted against the LD Subsidiary or that any rights or remedies first be exhausted against the LD Subsidiary and the Guarantor hereby waives diligence, presentment, demand on the LD Subsidiary for no payment or otherwisepayments made by a Seller or any other Person (other than Guarantor) or received or collected by Buyer or Repo Agent from such Seller or any other Person (other than Guarantor) 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 Guaranty Obligations shall be deemed to modify, filing reduce, release or otherwise affect the liability of claimsGuarantor hereunder which shall, requirement notwithstanding any such payment or payments (other than payments made by Guarantor in respect of a prior proceeding against the LD Subsidiary and protest Guaranty Obligations or notice, except payments received or collected from Guarantor in respect of the Guaranty Obligations) remain liable for the Guaranty Obligations until the Termination Date (as may be provided for in the Agreement with respect to amounts payable by the LD Subsidiaryhereinafter defined). (d) The Guarantor ▇▇▇▇▇▇▇▇▇ agrees thatthat whenever, except by the complete at any time, or from time to time, it shall make any payment to Buyer or Repo Agent on account of its liability hereunder, it will promptly notify Buyer and irrevocable Repo Agent in writing that such payment of all amounts payable by the LD Subsidiary under the Agreement, its obligations is made under this Guaranty shall be unconditional and this Guaranty shall not be subject to any defense of set-off, counterclaim, recoupment or termination or discharge whatsoever by reason of the invalidity, illegality or unenforceability of any obligations under this Guaranty or any other defense that constitutes a legal or equitable discharge or defense of a guarantor or surety in its capacity as Agreement for such irrespective of the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the LD Subsidiary or by any other circumstance, including, without limitation (i) assertions of amendment, waivers or forbearance affecting the Agreement or the related collateral; (ii) the LD Subsidiary’s lack of authorization to enter into the Agreement or its disability or bankruptcy; (iii) incomplete performance of the Agreement; (iv) delay by the Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantorpurpose. (e) If at any time payment Guarantor hereby agrees that this is an absolute, unconditional and continuing guaranty and that it shall remain liable under this Guaranty Agreement until the later of the date on which its Guaranty Obligations and Guaranty Expenses are satisfied and paid in full and the Repurchase Agreement is rescinded or must be otherwise restored or returned upon terminated in accordance with the insolvency, bankruptcy or reorganization of the LD Subsidiary or the Guarantor or otherwiseterms thereof (such date, the Guarantor’s obligations hereunder with respect “Termination Date”), notwithstanding that from time to such payment shall time prior thereto Sellers may be reinstated upon such restoration or return being madefree from any Obligations. (f) So long as any amount payable by the LD Subsidiary in connection with the Agreement is overdue and unpaid, the Guarantor shall not exercise any right of subrogation. If at any time when any amount is overdue and unpaid the Guarantor receives any amount as a result of any action against the LD Subsidiary or any of its property or assets or otherwise for or on account of any payment made by the Guarantor under this Guaranty, the Guarantor shall forthwith pay that amount received by it, to the extent necessary to satisfy any such amount overdue and unpaid, to the Beneficiary, to be credited and applied against the amount so payable by the LD Subsidiary and until payment is made to the Beneficiary the Guarantor shall hold such amounts in trust for the Beneficiary. (g) If the LD Subsidiary merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist, the Guarantor shall nonetheless continue to be liable for the payment of all amounts payable by the LD Subsidiary under the Agreement to the extent such amounts are not paid when due by the LD Subsidiary.

Guaranty. (a) The Guarantor hereby (i) fullyExcept as expressly set forth herein Guarantor hereby absolutely, irrevocably and unconditionally guarantees agrees to and hereby does guarantee to ARC the due full, prompt and punctual complete performance and payment by Associate Branch of all of its obligations under the ARA (all such obligations, collectively, the “Obligations”). Subject to the terms hereof, Guarantor agrees that this Guaranty is a guaranty of performance and payment and NOT of collection and that the liability of Guarantor is primary and unconditional. Accordingly, Guarantor agrees to pay the Obligations to ARC upon receipt of a written demand therefor, without any withholding, deduction, counterclaim (unless a compulsory counterclaim) or set-off for any reason or on any account whatsoever, subject to the terms hereof and provided that ARC shall not demand any of the Obligations until there has been a default by Associate Branch on such Obligations and notice of such default has been received by Guarantor and any applicable time and grace periods (as set forth in paragraph (v) of this Section III) have expired. Except for the notice and time and grace period requirements set forth in the preceding sentence, this guaranty is in no way conditional upon any requirement that ARC first attempt to collect any of the Obligations from Associate Branch or resort to any security or other means of obtaining payment of any and all obligations of the LD Subsidiary owed to the Beneficiary under the Agreement and Obligations. (ii) acknowledges Guarantor hereby waives each and every defense that under principles of guarantee, suretyship or other similar law would otherwise operate to impair, delay or diminish Guarantor’s obligations hereunder; provided, however, that the foregoing waiver shall not in any and all amounts payable by the Guarantor hereunder shall be pari passu with all other senior unsecured debt way waive or prejudice any right or defense otherwise assertable in respect of the Guarantorany claimed Obligation. (biii) This is No delay on the part of ARC in exercising any of its options, powers or rights shall constitute a continuing Guaranty and a guaranty waiver thereof. Upon making any payment or performance with respect to any Obligations hereunder, Guarantor shall be subrogated to the right of ARC against Associate Branch with respect to such payment; provided that Guarantor shall not enforce any payment right by way of subrogation until the underlying Obligation has been paid in full. (not merely of collection), and it iv) Guarantor’s obligations hereunder shall remain in full force and effect until all amounts payable by of the LD Subsidiary to the Beneficiary under the Agreement Obligations have been validly, finally completely performed and irrevocably paid in full full. (v) Guarantor hereby waives acceptance hereof, presentment, demand, protest, and any notice not provided for herein, as well as any requirement that at any time any action be taken by any corporation or person against Associate Branch or any other corporation or person, except that no payment shall not be affected sought from Guarantor under this Guaranty unless a notice of default has been served to Guarantor providing for a minimum cure period of 30 calendar days to remedy such default and indicating ARC’s intention to claim under this Guaranty in any way by the absence of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entityremedy within such cure period. (cvi) The Guarantor hereby agrees represents, warrants and covenants to ARC that it shall not be necessarythis Guaranty (i) has been duly authorized, as executed and delivered by Guarantor, (ii) constitutes a condition precedent to enforcement legal, valid and binding obligation of this Guaranty, that a suit first be instituted against the LD Subsidiary or that any rights or remedies first be exhausted against the LD Subsidiary and the Guarantor hereby waives diligence, presentment, demand on the LD Subsidiary for payment or otherwise, filing of claims, requirement of a prior proceeding against the LD Subsidiary and protest or noticeenforceable in accordance with its terms, except as the enforceability may be provided for in the Agreement with respect to amounts payable limited by the LD Subsidiary. (d) The Guarantor agrees that, except by the complete and irrevocable payment of all amounts payable by the LD Subsidiary under the Agreement, its obligations under this Guaranty shall be unconditional and this Guaranty shall not be subject to any defense of set-off, counterclaim, recoupment or termination or discharge whatsoever by reason of the invalidity, illegality or unenforceability of any obligations under this Guaranty or any other defense that constitutes a legal or equitable discharge or defense of a guarantor or surety in its capacity as such irrespective of the existence of any bankruptcy, insolvency, reorganization insolvency or other similar proceedings involving the LD Subsidiary or by any other circumstance, including, without limitation (i) assertions of amendment, waivers or forbearance laws affecting the Agreement or enforcement of creditors’ rights generally and by equitable principles relating to the related collateral; (ii) the LD Subsidiary’s lack availability of authorization to enter into the Agreement or its disability or bankruptcy; equitable remedies, (iii) incomplete performance does not and will not violate or conflict with any of the Agreement; (iv) delay by the Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantor. (e) If at any time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary or the Guarantor or otherwise, the Guarantor’s obligations hereunder organizational documents, and will not violate or conflict with respect any material agreement by which it is bound, or any law to such payment shall which Guarantor is subject, nor is any consent or approval required that has not been received or that will not be reinstated upon such restoration or return being made. (f) So long as any amount payable by the LD Subsidiary obtained in connection with the Agreement is overdue execution, delivery or performance, validity or enforceability of this guaranty. (vii) Any and unpaid, all disputes regarding the obligations of the Guarantor to ARC shall not exercise any right of subrogation. If at any time when any amount is overdue and unpaid the Guarantor receives any amount as a result of any action against the LD Subsidiary or any of its property or assets or otherwise for or on account of any payment made be resolved by the Travel Agent Arbiter, an arbitration forum established as an independent entity, in accordance with the rules promulgated and published by the Travel Agent Arbiter, and the decision shall be final and binding; provided, however, that neither ARC nor Guarantor under is precluded from seeking judicial relief to enforce a decision of the Travel Agent Arbiter, or to compel compliance with this GuarantyGuaranty prior to the filing of an answer in a proceeding concerning such requirement before the Travel Agent Arbiter. (viii) This Guaranty shall be construed and interpreted according to the internal laws of the Commonwealth of Virginia, excluding any choice of law rules that may direct the application of the laws of another jurisdiction. Any suit, action, or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Guaranty may only be brought in the United States District Court for the Eastern District of Virginia, Alexandria Division (or, if jurisdiction is there lacking, in a state court of cognizant jurisdiction in the County of Arlington, Commonwealth of Virginia). Guarantor shall forthwith pay that amount received by itconsents and submits to the jurisdiction of such courts (and of the appropriate appellate court therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent necessary permitted by law, any objection that it may now or hereafter have to satisfy the laying of the venue of any such amount overdue and unpaidsuit, to action or proceeding in any such court or that any such suit, actions or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on Guarantor anywhere in the Beneficiaryworld, to be credited and applied against whether within or without the amount so payable by the LD Subsidiary and until payment is made to the Beneficiary the Guarantor shall hold jurisdiction of any such amounts in trust for the Beneficiarycourt. (g) If the LD Subsidiary merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist, the Guarantor shall nonetheless continue to be liable for the payment of all amounts payable by the LD Subsidiary under the Agreement to the extent such amounts are not paid when due by the LD Subsidiary.

Guaranty. (a) The Guarantor hereby guarantees to Lessor, its successors and assigns, the full performance and observance of all the covenants, conditions and agreements in the Lease provided to be performed and observed by Lessee, its successors and assigns, for the entire term of the Lease, as it may be extended (i) fullythe "Obligations"), irrevocably and unconditionally guarantees Guarantor expressly agrees that the due validity of this Agreement and punctual payment of any and all the obligations of the LD Subsidiary owed to the Beneficiary under the Agreement and (ii) acknowledges that any and all amounts payable by the Guarantor hereunder shall not be pari passu with all other senior unsecured debt terminated, or in any way affected or impaired by reason of the assertion by Lessor against Lessee of any of the rights or remedies reserved to Lessor pursuant to the provisions of the Lease, or by reason of the waiver by Lessor, or the failure of Lessor to enforce, any of the terms, covenants, or conditions of the Lease, by any modification or amendment to the Lease or the granting of any indulgence or extension to Lessee, all of which may be given or done without notice to Guarantor. This Guaranty is a guaranty of payment and performance and not of collection. This Guaranty shall extend to each and every payment to be made and other obligation or condition to be performed or observed under the Lease by the Lessee. Successive demands may be made upon, and successive actions for the enforcement of such demands may be brought against Guarantor upon successive defaults in the making of particular payments and the performance and observance of particular obligations or conditions under the Lease, and the enforcement of this Guaranty against Guarantor with respect to any particular payment or obligation or condition under the Lease shall not operate to exhaust this Guaranty or as a waiver of the right to proceed under this Guaranty with respect to any future default or defaults. (b) This is a continuing Guaranty The Guarantor hereby guarantees that the Obligations will be paid and a guaranty performed strictly in accordance with the terms of the Lease or any other agreement relating thereto, regardless of the value, genuineness, validity, regularity or enforceability of the Obligations, and of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Lessor with respect thereto. The liability of the Guarantor to the extent herein set forth shall be absolute and unconditional, not subject to any reduction, limitation, impairment, termination, defense, offset, counterclaim or recoupment whatsoever (all of which are hereby expressly waived by the Guarantor) whether by reason of any claim of any character whatsoever, including, without limitation, any claim or waiver, release, surrender, alteration or compromise, or by reason of any liability at any time to the Guarantor or otherwise, whether based upon any obligations or any other agreement or otherwise, and howsoever arising, whether out of action or inaction or otherwise and whether resulting from default, willful misconduct, negligence or otherwise, and without limiting the foregoing irrespective of: (1) any lack of validity or enforceability of the Lease or any agreement or instrument relating thereto; (2) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Obligations, or any other amendment or waiver of or consent to any departure from the Lease or any other agreement relating to any Obligations; (not merely 3) any increase in, addition to, exchange or release of, or non-perfection of collection)any lien on or security interest in, and it shall remain in full force and effect until all amounts payable by the LD Subsidiary to the Beneficiary any collateral, any release of any security deposit or reserve amount held under the Agreement have been validlyLease or any release or amendment or waiver of or consent to any departure from or failure to enforce any other guarantee, finally and irrevocably paid for all or any of the Obligations; (4) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Lessee in full and shall not be affected respect of the Obligations or the Guarantor in any way by respect hereof; (5) the absence of any action of the part of the Lessor to obtain those amounts payment or performance of the Obligations from the LD Subsidiary Lessee; (6) any insolvency, bankruptcy, reorganization, recomposition or dissolution, or any other guarantor like proceeding of the Lessor, the Lessee or surety the Guarantor, or any entity affiliated with any of them, including, without limitation, rejection of or limitation of the Lessee's liability for the Obligations in any such bankruptcy; or (7) the absence of notice or any delay in any action to enforce any Obligations or to proceed exercise any right or remedy against the Guarantor, the Lessor or the Lessee, whether hereunder, under any other security provided by the LD Subsidiary Obligations or any other person agreement or entityany indulgence, compromise or extension granted. (c) The Guarantor hereby agrees that it shall not be necessary, as a condition precedent to enforcement of this Guaranty, that a suit first be instituted against the LD Subsidiary or that any rights or remedies first be exhausted against the LD Subsidiary and the Guarantor hereby waives diligence, presentment, demand on the LD Subsidiary for payment or otherwise, filing of claims, requirement of a prior proceeding against the LD Subsidiary and protest or notice, except as may be provided for in the Agreement with respect to amounts payable by the LD Subsidiary. (d) The Guarantor further agrees that, except by to the complete and irrevocable extent that the Lessee or Guarantor makes a payment of all amounts payable by or payments to the LD Subsidiary under the AgreementLessor, its obligations under this Guaranty shall be unconditional and this Guaranty shall not be subject to any defense of set-off, counterclaim, recoupment which payment or termination or discharge whatsoever by reason of the invalidity, illegality or unenforceability of any obligations under this Guaranty payments or any other defense that constitutes a legal part thereof are subsequently invalidated, declared to be fraudulent or equitable discharge or defense of a guarantor or surety in its capacity as such irrespective of the existence of any bankruptcypreferential, insolvency, reorganization or similar proceedings involving the LD Subsidiary or by any other circumstance, including, without limitation (i) assertions of amendment, waivers or forbearance affecting the Agreement or the related collateral; (ii) the LD Subsidiary’s lack of authorization set aside and/or required to enter into the Agreement or its disability or bankruptcy; (iii) incomplete performance of the Agreement; (iv) delay by the Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant be repaid to the Guarantor; and (vi) failure to notify the Guarantor. (e) If at any time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary Lessee or the Guarantor or otherwisetheir respective estate, trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the Guarantor’s obligations hereunder with respect to extent of such payment or repayment, this Guaranty and the advances or part thereof which have been paid, reduced or satisfied by such amount shall be reinstated upon and shall continue in full force and effect as of the date such restoration initial payment, reduction or return being madesatisfaction occurred. (f) So long as any amount payable by the LD Subsidiary in connection with the Agreement is overdue and unpaid, the Guarantor shall not exercise any right of subrogation. If at any time when any amount is overdue and unpaid the Guarantor receives any amount as a result of any action against the LD Subsidiary or any of its property or assets or otherwise for or on account of any payment made by the Guarantor under this Guaranty, the Guarantor shall forthwith pay that amount received by it, to the extent necessary to satisfy any such amount overdue and unpaid, to the Beneficiary, to be credited and applied against the amount so payable by the LD Subsidiary and until payment is made to the Beneficiary the Guarantor shall hold such amounts in trust for the Beneficiary. (g) If the LD Subsidiary merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist, the Guarantor shall nonetheless continue to be liable for the payment of all amounts payable by the LD Subsidiary under the Agreement to the extent such amounts are not paid when due by the LD Subsidiary.

Guaranty. (a) The Guarantor To induce the Company to enter into this Agreement, Sumitomo, intending to be legally bound, hereby (i) fullyabsolutely, irrevocably and unconditionally guarantees guarantees, as primary obligor and not merely as surety, to the Company the due and punctual payment of any and all obligations of the LD Subsidiary owed to the Beneficiary under the Agreement and (ii) acknowledges that any and all amounts payable by from Parent or Merger Sub under this Agreement, in each case as and when due (collectively, the Guarantor hereunder shall be pari passu with all other senior unsecured debt of the Guarantor. (b) This is a continuing Guaranty and a guaranty of payment (not merely of collection“Guaranteed Obligations”), whether now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, and it shall however arising under this Agreement. This guarantee may not be revoked or terminated and will remain in full force and effect without interruption and will be binding on Sumitomo and its successors and assigns until all amounts payable by the LD Subsidiary to the Beneficiary under the Agreement Guaranteed Obligations have been validlysatisfied in full. (b) Sumitomo promises and undertakes to make all payments hereunder without deduction or offset for any defense, finally and irrevocably paid in full and shall not be affected in any way by the absence claim, or counterclaim of Sumitomo of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entitykind. (c) The Guarantor hereby agrees that it shall guarantee set forth in Section 9.13(a) (the “Guarantee”) is an absolute, unconditional, and continuing guarantee of the full and punctual payment by Parent and Merger Sub of the Guaranteed Obligations and not be necessaryof collection and is binding upon Sumitomo and its successors and assigns, and Sumitomo irrevocably waives any right to revoke the guarantee set forth in this Section 9.13 as a condition precedent to enforcement future transactions giving rise to any Guaranteed Obligations. Should Parent or Merger Sub default in the payment of this Guarantyany of the Guaranteed Obligations, that a suit first be instituted against Sumitomo’s obligations hereunder will become immediately due and payable in immediately available funds to the LD Subsidiary Company or, to the extent such obligations become due and payable after the Effective Time, to the former holders of Certificates, Book-Entry Shares, Company Share Awards, or that any rights or remedies first be exhausted against to the LD Subsidiary and the Guarantor hereby waives diligence, presentment, demand on the LD Subsidiary for payment or otherwise, filing of claims, requirement of a prior proceeding against the LD Subsidiary and protest or notice, except as Indemnified Persons. Claims hereunder may be provided for in the Agreement with respect to amounts payable by the LD Subsidiarymade on one or more occasions. (d) The Guarantor Sumitomo agrees thatthat the Guaranteed Obligations will not be released or discharged, in whole or in part, or otherwise affected or impaired by (i) the failure or delay on the part of the Company to assert any claim or demand or to enforce any right or remedy against Parent or Merger Sub, except by to the complete and irrevocable extent Parent or Merger Sub successfully asserts rights as a result of such failure or delay that are not the subject to subclause (iv) of this Section 9.13(d); (ii) any renewal, extension, acceleration or other change in the time, place or manner of payment of all amounts payable by the LD Subsidiary Guaranteed Obligations or rescission, waiver, compromise, consolidation, subordination or other waiver, amendment or modification of any of the terms or provisions of this Agreement made in accordance with the terms of this Agreement; (iii) any change in the corporate existence, structure or ownership of Parent or Merger Sub; (iv) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent or Merger Sub or their assets; (v) any request or acceptance of other guaranties of the Guaranteed Obligations or the taking or holding of security for the payment of the Guaranteed Obligations; (vi) the enforcement or application of any security now or hereafter held in respect of the Guaranteed Obligations; (vii) the exercise of other rights or remedies available to the Company or the other beneficiaries, or any of them, under the this Agreement, at law or in equity, except to the extent Parent or Merger Sub successfully asserts rights as a result of such exercise that are not the subject to subclause (iv) of this Section 9.13(d); and (viii) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of Sumitomo as an obligor in respect of the Guaranteed Obligations (in all cases other than payment in full of the Guaranteed Obligations, any insolvency, bankruptcy, reorganization or other similar proceeding affecting Sumitomo or its obligations assets, and defenses to the payment of the Guaranteed Obligations that are available to Parent or Merger Sub under this Guaranty shall be unconditional and this Guaranty shall Agreement that are not be the subject to subclause (iv) of this Section 9.13(d)). Sumitomo waives promptness, diligence, notice of the acceptance of the Guarantee and of the Guaranteed Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the Guaranteed Obligations incurred and all other notices of any kind, all defenses which may be available by virtue of any valuation, stay, statute of limitations, moratorium Law or other similar Law now or hereafter in effect, any right to require the marshalling of assets of Parent or Merger Sub or any other Person interested in the Transactions, any right to require the Company to proceed against Parent or Merger Sub or any other Person, any right to require the Company to proceed against or exhaust any security or pursue any other remedy, any defense of set-off, counterclaim, recoupment or termination or discharge whatsoever arising by reason of the invalidityincapacity, illegality or unenforceability lack of any obligations under this Guaranty authority or any disability or other defense of Parent or Merger Sub and all suretyship defenses generally (in all cases other than fraud by the Company, payment in full of the Guaranteed Obligations, any principles or provisions of law, statutory or otherwise, that constitutes a are or might be in conflict with the terms of the guarantee set forth in this Section 9.13, any legal or equitable discharge or defense of a guarantor or surety in its capacity as such irrespective Sumitomo’s obligations hereunder and defenses to the payment of the existence Guaranteed Obligations that are available to Parent or Merger Sub under this Agreement). Sumitomo acknowledges that it has received and will receive substantial direct and indirect benefits from the Transactions and that the waivers set forth in this Section 9.13 are knowingly made in contemplation of any bankruptcy, insolvency, reorganization or similar proceedings involving the LD Subsidiary or by any other circumstance, including, without limitation (i) assertions of amendment, waivers or forbearance affecting the Agreement or the related collateral; (ii) the LD Subsidiary’s lack of authorization to enter into the Agreement or its disability or bankruptcy; (iii) incomplete performance of the Agreement; (iv) delay by the Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantorsuch benefits. (e) If No failure on the part of the Company to exercise, and no delay in exercising, any right, remedy or power pursuant to this Section 9.13 will operate as a waiver thereof, nor will any single or partial exercise by the Company of any right, remedy or power pursuant to this Section 9.13 preclude any other or future exercise of any right, remedy or power pursuant to this Section 9.13. Each and every right, remedy and power granted to the Company pursuant to this Section 9.13 or allowed it by Law or agreement with respect to this Section 9.13 will be cumulative and not exclusive of any other, and may be exercised by the Company at any time payment under the Agreement is rescinded or must be otherwise restored from time to time. The Company will not have any obligation to proceed at any time or returned upon the insolvencyin any manner against, bankruptcy exhaust any or reorganization all of the LD Subsidiary Company’s rights against Parent or Merger Sub prior to proceeding against Sumitomo hereunder or resort to any security or other means of collecting payment. This Guarantee may only be amended by a writing signed and delivered by Sumitomo and the Guarantor or otherwiseCompany. Sumitomo agrees that Section 9.02, the Guarantor’s obligations hereunder Section 9.08 and Section 9.10 apply to Sumitomo solely with respect to such payment shall be reinstated upon such restoration or return being madethis Section 9.13. (f) So long as Sumitomo hereby represents and warrants to the Company and covenants that: (i) the execution, delivery and performance of this Agreement has been duly authorized by all necessary action, and no other proceedings on the part of Sumitomo or its stockholders are necessary to authorize this Agreement, and do not contravene any amount payable by provision of Sumitomo’s organizational documents or any Law or contractual restriction binding on Sumitomo or its assets; (ii) this Agreement constitutes a legal, valid and binding obligation of Sumitomo enforceable against Sumitomo in accordance with its terms, subject to the LD Subsidiary in connection with the Agreement is overdue and unpaid, the Guarantor shall not exercise any right of subrogation. If at any time when any amount is overdue and unpaid the Guarantor receives any amount as a result effect of any action against the LD Subsidiary applicable bankruptcy, insolvency (including all Laws relating to fraudulent transfers), reorganization, moratorium or any of its property or assets or otherwise for or on account of any payment made by the Guarantor under this Guaranty, the Guarantor shall forthwith pay that amount received by it, similar laws affecting creditors’ rights generally and subject to the extent necessary to satisfy effect of general principles of equity (regardless of whether considered in an Action at law or in equity), and (iii) Sumitomo will not issue any such amount overdue and unpaid, to the Beneficiary, to be credited and applied against the amount so payable by the LD Subsidiary and until payment is made to the Beneficiary the Guarantor shall hold such amounts press release or other communication in trust for the Beneficiarycontravention of Section 6.07. (g) If In the LD Subsidiary merges event that all or consolidates with any portion of the Guaranteed Obligations is paid by Parent or into another entity, loses its separate legal identity or ceases to existMerger Sub, the Guarantor obligations of Sumitomo hereunder will be reinstated in the event that all or any part of such payment(s) is rescinded or recovered directly or indirectly from the Company or any other beneficiary as a preference, fraudulent transfer or otherwise, and any such payments that are so rescinded or recovered shall nonetheless continue to be liable for the payment constitute Guaranteed Obligations. (h) Nothing in this Section 9.13 will waive any defenses, counterclaims, or rights of all amounts payable by the LD Subsidiary setoff that Parent or Merger Sub may have under the this Agreement to the extent such amounts are not paid when due by the LD Subsidiaryor applicable Law.

Guaranty. (a) The Subject to the terms and provisions hereof, from and after the Effective Date through the Termination Date (as defined below), Guarantor hereby absolutely, unconditionally and irrevocably guarantees the timely and complete payment in immediately available funds, without duplication, of all obligations of Obligors, as and when the same shall become due, (i) fully, irrevocably and unconditionally guarantees the due and punctual payment of any and all obligations of the LD Subsidiary owed to the Beneficiary under Buyers pursuant to the Agreement and (ii) acknowledges that any and all amounts payable by the Guarantor hereunder shall be pari passu with all other senior unsecured debt to Buyer Indemnified Parties pursuant to Section 9.2(a) of the GuarantorAgreement (collectively, the “Guaranteed Obligations”). This Guaranty shall constitute a continuing guarantee of payment of the Guaranteed Obligations, but not of collection. (b) This Guarantor is liable for the timely and complete payment of the Guaranteed Obligations, as set forth in this Guaranty, as a continuing primary obligor. Without waiving any of the Guarantor’s rights hereunder, this Guaranty and is effective as a guaranty of payment (not merely of collection)waiver of, and it shall remain in full force Guarantor hereby expressly waives, any and effect until all amounts payable by the LD Subsidiary rights to the Beneficiary under the Agreement which Guarantor may otherwise have been validly, finally and irrevocably paid entitled under any suretyship Laws in full and shall not be affected effect from time to time in any way by the absence State of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entityNew York. (c) The No exculpatory language contained in any of the other Transaction Documents shall in any event or under any circumstances modify, qualify or affect the obligations and liabilities of Guarantor hereby agrees that it shall hereunder, except to the extent expressly set forth herein. This Guaranty may not be necessaryrevoked by Guarantor and shall continue to be effective with respect to the Guaranteed Obligations arising or created after any attempted revocation by Guarantor. It is the intent of the parties hereto that, as a condition precedent subject to enforcement the terms of this Guaranty, that a suit first be instituted against including Section 2, (i) the LD Subsidiary or that obligations and liabilities of Guarantor hereunder are absolute and unconditional under any rights or remedies first be exhausted against and all circumstances and (ii) so long as any portion of the LD Subsidiary Guaranteed Obligations shall remain outstanding, the obligations and the liabilities of Guarantor hereby waives diligence, presentment, demand on the LD Subsidiary for payment or otherwise, filing of claims, requirement of a prior proceeding against the LD Subsidiary and protest or notice, except as may be provided for in the Agreement with respect to amounts payable by the LD Subsidiary. (d) The Guarantor agrees that, except by the complete and irrevocable payment of all amounts payable by the LD Subsidiary under the Agreement, its obligations under this Guaranty shall be unconditional and this Guaranty hereunder shall not be subject discharged or released in whole or in part, by any act or occurrence (including the fact that at any time or from time to any defense time the Guaranteed Obligations may be increased or reduced) that might, but for the provisions of set-offthis Guaranty, counterclaim, recoupment or termination or discharge whatsoever by reason of the invalidity, illegality or unenforceability of any obligations under this Guaranty or any other defense that constitutes be deemed a legal or equitable discharge or defense release of a guarantor or surety in its capacity as such irrespective of the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the LD Subsidiary or by any other circumstance, including, without limitation (i) assertions of amendment, waivers or forbearance affecting the Agreement or the related collateral; (ii) the LD Subsidiary’s lack of authorization to enter into the Agreement or its disability or bankruptcy; (iii) incomplete performance of the Agreement; (iv) delay by the Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantor. (ed) If at any time payment under Except as provided in Section 2(a) or to the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary or the Guarantor or otherwise, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made. (f) So long as any amount payable by the LD Subsidiary in connection with the Agreement is overdue and unpaid, the Guarantor shall not exercise any right of subrogation. If at any time when any amount is overdue and unpaid the Guarantor receives any amount as a result extent of any action against the LD Subsidiary set-off, offset, claim or any of its property or assets or otherwise defense expressly provided for or on account of any payment made by the Guarantor under in this Guaranty, the Guaranteed Obligations and the liabilities and obligations of Guarantor to Buyers hereunder shall forthwith pay not be reduced, discharged or released because or by reason of any existing or future set-off, offset, claim or defense of any kind or nature that amount received by itany of the Obligors, to the extent necessary to satisfy Guarantor or any such amount overdue and unpaid, to the Beneficiary, to be credited and applied other Person has or may hereafter have against the amount so payable by the LD Subsidiary and until payment is made to the Beneficiary the Guarantor shall hold such amounts in trust for the Beneficiary. (g) If the LD Subsidiary merges Buyers or consolidates with or into another entity, loses its separate legal identity or ceases to exist, the Guarantor shall nonetheless continue to be liable for the against payment of all amounts payable by the LD Subsidiary under the Agreement to the extent such amounts are not paid when due by the LD SubsidiaryGuaranteed Obligations.

Guaranty. From and after the Execution Date (a) The as such term is defined under the Lease), Guarantor hereby (i) fullyabsolutely, unconditionally and irrevocably guarantees, as principal obligor and unconditionally guarantees not merely as surety, to Landlord, the due full, timely and punctual unconditional payment of any and all obligations performance, of the LD Subsidiary owed to Guaranteed Obligations strictly in accordance with the Beneficiary under the Agreement and (ii) acknowledges that any and all amounts payable by the Guarantor hereunder shall be pari passu with all other senior unsecured debt terms of the Guarantor. (b) Lease, as such Guaranteed Obligations may be modified, amended, extended or renewed from time to time. This is a continuing Guaranty and a guaranty of payment (and performance and not merely of collection). Guarantor agrees that Guarantor is primarily liable for and responsible for the payment and performance of the Guaranteed Obligations. Guarantor shall be bound by all of the provisions, terms, conditions, restrictions and limitations contained in the Lease which are to be observed or performed by Tenant, the same as if Guarantor was named therein as Tenant with joint and several liability with Tenant, and it shall remain in full force and effect until all amounts payable by the LD Subsidiary to the Beneficiary any remedies that Landlord has under the Agreement have been validlyLease against Tenant shall apply to Guarantor as well. If Tenant defaults in any Guaranteed Obligation under the Lease, finally Guarantor shall in lawful money of the United States, pay to Landlord on demand the amount due and irrevocably paid in full owing under the Lease. Guarantor waives any rights to notices of acceptance, modifications, amendment, extension or breach of the Lease. If Guarantor is a natural person, it is expressly agreed that this guaranty shall survive the death of such guarantor and shall not be affected continue in any way by effect. The obligations of Guarantor under this Guaranty are independent of the absence obligations of any action to obtain those amounts from the LD Subsidiary Tenant or any other guarantor guarantor. Guarantor acknowledges that this Guaranty and Guarantor’s obligations and liabilities under this Guaranty are and shall at all times continue to be absolute and unconditional in all respects and shall be the separate and independent undertaking of Guarantor without regard to the genuineness, validity, legality or surety or to proceed against enforceability of the Lease, and shall at all times be valid and enforceable irrespective of any other security provided by agreements or circumstances of any nature whatsoever which might otherwise constitute a defense to this Guaranty and the LD Subsidiary obligations and liabilities of Guarantor under this Guaranty or the obligations or liabilities of any other person or entity. entity (cincluding, without limitation, Tenant) The relating to this Guaranty or the obligations or liabilities of Guarantor hereby agrees that it shall not be necessary, as a condition precedent to enforcement of this Guaranty, that a suit first be instituted against the LD Subsidiary hereunder or that any rights or remedies first be exhausted against the LD Subsidiary and the Guarantor hereby waives diligence, presentment, demand on the LD Subsidiary for payment or otherwise, filing of claims, requirement of a prior proceeding against the LD Subsidiary and protest or notice, except as may be provided for in the Agreement otherwise with respect to amounts payable the Lease or to Tenant. Guarantor hereby absolutely, unconditionally and irrevocably waives any and all rights it may have to assert any defense, set-off, counterclaim or cross-claim of any nature whatsoever with respect to this Guaranty or the obligations or liabilities of Guarantor under this Guaranty or the obligations or liabilities of any other person or entity (including, without limitation, Tenant) relating to this Guaranty or the obligations or liabilities of Guarantor under this Guaranty or otherwise with respect to the Lease, in any action or proceeding brought by the LD Subsidiary. (d) holder hereof to enforce the obligations or liabilities of Guarantor under this Guaranty. This Guaranty sets forth the entire agreement and understanding of Landlord and Guarantor, and Guarantor acknowledges that no oral or other agreements, understandings, representations or warranties exist with respect to this Guaranty or with respect to the obligations or liabilities of Guarantor under this Guaranty. The obligations of Guarantor agrees that, except by the complete and irrevocable payment of all amounts payable by the LD Subsidiary under the Agreement, its obligations under this Guaranty shall be unconditional continuing and this Guaranty shall not be subject to irrevocable (a) during any defense period of set-offtime when the liability of Tenant under the Lease continues, counterclaim, recoupment or termination or discharge whatsoever by reason and (b) until all of the invalidityGuaranteed Obligations have been fully discharged by payment, illegality performance or unenforceability of any obligations under this Guaranty or any other defense that constitutes a legal or equitable discharge or defense of a guarantor or surety in its capacity as such irrespective of the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the LD Subsidiary or by any other circumstance, including, without limitation (i) assertions of amendment, waivers or forbearance affecting the Agreement or the related collateral; (ii) the LD Subsidiary’s lack of authorization to enter into the Agreement or its disability or bankruptcy; (iii) incomplete performance of the Agreement; (iv) delay by the Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantor. (e) compliance. If at any time all or any part of any payment received by Landlord from Tenant or Guarantor or any other person under or with respect to the Agreement is Lease or this Guaranty has been refunded or rescinded pursuant to any court order, or must declared to be fraudulent or preferential, or are set aside or otherwise restored are required to be repaid to Tenant, its estate, trustee, receiver or returned upon any other party, including as a result of the insolvency, bankruptcy or reorganization of the LD Subsidiary Tenant or the Guarantor or otherwiseany other party (an “Invalidated Payment”), the then Guarantor’s obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made. (f) So long as any amount payable by under the LD Subsidiary in connection with the Agreement is overdue and unpaid, the Guarantor shall not exercise any right of subrogation. If at any time when any amount is overdue and unpaid the Guarantor receives any amount as a result of any action against the LD Subsidiary or any of its property or assets or otherwise for or on account of any payment made by the Guarantor under this Guaranty, the Guarantor shall forthwith pay that amount received by itGuaranty shall, to the extent necessary of such Invalidated Payment be reinstated and deemed to satisfy have continued in existence as of the date that the original payment occurred. This Guaranty shall not be affected or limited in any such amount overdue and unpaidmanner by whether Tenant may be liable, with respect to the BeneficiaryGuaranteed Obligations individually, to be credited and applied against the amount so payable by the LD Subsidiary and until payment is made to the Beneficiary the Guarantor shall hold such amounts in trust for the Beneficiaryjointly with other primarily, or secondarily. (g) If the LD Subsidiary merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist, the Guarantor shall nonetheless continue to be liable for the payment of all amounts payable by the LD Subsidiary under the Agreement to the extent such amounts are not paid when due by the LD Subsidiary.

Guaranty. (a) The Guarantor In order to induce Licensor to enter into this Agreement and grant the Licenses and rights granted to Licensee hereunder, Fresenius GmbH hereby (i) fullyunconditionally, irrevocably and unconditionally guarantees absolutely guaranties, as primary obligor and not merely as surety, the due and punctual performance and payment in full of all Obligations (as hereinafter defined) when the same shall be required to be performed or become due hereunder. The term "Obligations" includes any and an all obligations of the LD Subsidiary owed Licensee now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, and however arising under or in connection with this Agreement. Fresenius GmbH waives any right to the Beneficiary under the Agreement and (iia) acknowledges that any and all amounts payable by the Guarantor hereunder shall be pari passu with all other senior unsecured debt of the Guarantor. require Licensor to proceed against Licensee; or (b) pursue any other remedy Licensor may have whatsoever. Fresenius GmbH further agrees to pay all costs and expenses, including, without limitation, attorneys' fees and related costs, at any time paid or incurred by Licensor in endeavoring to enforce this guaranty. This guaranty is a continuing Guaranty absolute and a guaranty of payment (not merely of collection), and it shall remain in full force and effect until all amounts payable by the LD Subsidiary to the Beneficiary under the Agreement have been validly, finally and irrevocably paid in full unconditional and shall not be affected by any act or thing whatsoever, except as expressly provided herein. This guaranty is not an accommodation, but rather a material consideration bargained for by Licensor in any way agreeing to enter into the transactions contemplated by the absence this Agreement. No modification or amendment of any action provision of this guaranty shall be effective unless in writing and subscribed by a duly authorized officer of Licensor. If any provision of this guaranty or portion of such provision, or the application thereof to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entity. (c) The Guarantor hereby agrees that circumstance, shall, to any extent, be held invalid or unenforceable, the remainder of this guaranty or the remainder of such provision and the application thereof to other persons or circumstances, other than those as to which it is held invalid or unenforceable, shall not be necessaryaffected thereby, as a condition precedent to enforcement and each term and provision of this Guaranty, that a suit first guaranty shall be instituted against valid and enforced to the LD Subsidiary or that any rights or remedies first be exhausted against fullest extent permitted by the LD Subsidiary and the Guarantor hereby law. Fresenius GmbH waives diligence, presentment, demand on the LD Subsidiary for all defenses to payment or otherwiseperformance available to guarantors or sureties by virtue of being guarantors or sureties and that are not otherwise available to the primary obligor. In its performance of the foregoing guaranty, filing of claims, requirement of a prior proceeding against the LD Subsidiary and protest or notice, except as may be provided for in the Agreement with respect to amounts payable by the LD Subsidiary. (d) The Guarantor agrees that, except by the complete and irrevocable payment of all amounts payable by the LD Subsidiary under the Agreement, its obligations under this Guaranty Fresenius GmbH shall be unconditional and this Guaranty shall not be subject to any defense of set-off, counterclaim, recoupment or termination or discharge whatsoever by reason all of the invalidity, illegality obligations of Licensee and Fresenius GmbH shall be entitled to assert any facts or unenforceability circumstances constituting a material breach of any obligations under this Guaranty Agreement by Licensor or any other defense that constitutes which would constitute a legal or equitable discharge or defense of a guarantor or surety in its capacity as such irrespective of the existence of any bankruptcyObligation of Licensee hereunder. The foregoing notwithstanding, insolvency, reorganization or similar proceedings involving the LD Subsidiary or by any other circumstance, including, without limitation (i) assertions of amendment, waivers or forbearance affecting the Agreement or the related collateral; (ii) the LD Subsidiary’s lack of authorization to enter into the Agreement or its disability or bankruptcy; (iii) incomplete performance of the Agreement; (iv) delay by the Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantor. (e) If at any time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary or the Guarantor or otherwise, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made. (f) So long as any amount payable by the LD Subsidiary in connection with the Agreement is overdue and unpaid, the Guarantor Fresenius GmbH shall not exercise any right of subrogation. If at any time when any amount is overdue and unpaid the Guarantor receives any amount as a result be released or discharged from this guaranty by reason of any action against the LD Subsidiary sublicensing, subcontracting or any of its property or assets or otherwise for or on account of any payment made assignment permitted by the Guarantor under this GuarantyAgreement and, the Guarantor shall forthwith pay that amount received by it, to the extent necessary to satisfy upon any such amount overdue event, this guaranty shall continue in full force and unpaid, to the Beneficiary, to be credited and applied against the amount so payable by the LD Subsidiary and until payment is made to the Beneficiary the Guarantor shall hold such amounts in trust for the Beneficiaryeffect. (g) If the LD Subsidiary merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist, the Guarantor shall nonetheless continue to be liable for the payment of all amounts payable by the LD Subsidiary under the Agreement to the extent such amounts are not paid when due by the LD Subsidiary.

Guaranty. (a) The Guarantor 20.5.1 MGM MIRAGE hereby (i) fully, irrevocably and unconditionally guarantees to Owner and its successors and assigns the due payment and punctual payment performance of any and all obligations obligations, performances, indemnities, liabilities and undertakings as and when the same shall be required to be performed, discharged or become due or payable by or on behalf of the LD Subsidiary owed Manager in accordance with the terms of this Agreement (collectively, the “Guaranteed Obligations”) to the Beneficiary under end and intent that MGM MIRAGE shall be liable to Owner at all times and to the Agreement same extent and (ii) acknowledges that tenor as the Managers hereunder for the payment and performance of any and all amounts payable by obligations, performances, indemnities, liabilities and undertakings. No single claim or cause of action with respect to the Guarantor hereunder Guaranteed Obligations shall be pari passu with all other senior unsecured debt of satisfy or release MGM MIRAGE from the Guarantor. (b) This is a continuing Guaranty and a guaranty of payment (not merely of collection)Guaranteed Obligations, and it this guaranty shall remain continue in full force and effect until completion of the Manager’s obligations. Upon the satisfaction of all amounts payable by Guaranteed Obligations hereunder, Owner shall provide MGM MIRAGE with an acknowledgement of release and discharge. (a) The guaranty set forth in this Section 20.5 is a guaranty of payment and performance and not of collection, is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the LD Subsidiary to future, including Guaranteed Obligations arising or accruing after bankruptcy of MGM MIRAGE. The liability of MGM MIRAGE under this Section 20.5 shall be direct and immediate and not conditional or contingent on the Beneficiary under the Agreement have been validly, finally and irrevocably paid in full and shall not be affected in any way by the absence pursuit of any action to obtain those amounts from remedies against the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary Manager or any other person or entity. If there is a failure in the payment or performance of the Guaranteed Obligations, Owner may enforce its rights, powers and remedies hereunder, in any order, without demand or notice of any kind, and without exercising any rights or remedies against the Manager or any other person or entity, and all such rights, powers and remedies available to Owner shall be nonexclusive and cumulative of all other available rights, powers and remedies until all Guaranteed Obligations are satisfied. Guarantor waives and releases any right of subrogation against the Manager or any other person or entity, and waives any rights to enforce any remedy which MGM MIRAGE may have against the Manager. This Section 20.5 shall continue to be effective or shall automatically be revived, reinstated, and restored, as the case may be, if at any time any payment or performance of any Guaranteed Obligations is avoided, rescinded or rendered ineffective or must otherwise be paid, returned or restored by Owner or any other person pursuant to state or federal law, in connection with or as the result of the bankruptcy, insolvency or reorganization of MGM MIRAGE or the Manager, all as though such payment or performance had not occurred or been tendered or made, as the case may be. MGM MIRAGE shall have no authority to revoke the guaranty pursuant to this Section 20.5, but if any such revocation shall be deemed to have occurred by operation of law or otherwise, the provisions of this Section 20.5 shall continue to apply notwithstanding such revocation. (b) The obligations of MGM MIRAGE pursuant to the guaranty in this Section 20.5 are independent of the obligations of the Manager or any other person. Owner may bring action against MGM MIRAGE without bringing action against the Manager or any other person and otherwise independently of any other right, power or remedy (each, a “Remedy”) that may be available to Owner at any time. MGM MIRAGE waives any right to require Owner at any time to proceed against the Manager or any other person, or otherwise enforce, proceed against or pursue any other Remedy in Owner’s power. (c) The Guarantor hereby agrees that it shall not be necessary, as a condition precedent MGM MIRAGE waives any defense to the enforcement of the guaranty in this GuarantySection 20.5 arising by reason of: (i) any present or future Legal Requirements or orders affecting any Remedy of Owner; (ii) any discharge or release of any other guarantor or any impairment or suspension of any Remedy of Owner, whether resulting from any act or omission of Owner or any other person or by operation of law or otherwise; (iii) the lack of authority or any bankruptcy, insolvency or reorganization of the Manager, any guarantor or any disability or other defense of the Manager or any other guarantor, (iv) any other action by Owner, whether authorized by this Section 20.5 or otherwise, or any omission by Owner or other failure of Owner to pursue, or any delay in pursuing, any other Remedy in Owner’s power, (v) any defense or benefits that a suit first may be instituted against derived from any Legal Requirements of the LD Subsidiary State of California or that any rights other jurisdiction, and all other suretyship defenses it would otherwise have under the Legal Requirements of the State of California or remedies first be exhausted against any other jurisdiction; (vi) all benefits of any statute of limitations affecting MGM MIRAGE’S liability under or the LD Subsidiary enforcement of the guaranty in this Section 20.5; (vii) all setoffs and the Guarantor hereby waives counterclaims; (viii) promptness, diligence, presentment, demand on for performance and protest (ix) notice of nonperformance, default, acceleration, protest or dishonor, (x) the LD Subsidiary for payment absence, impairment or otherwiseloss of any right of reimbursement, filing contribution or subrogation or any other right or remedy of claims, requirement of a prior proceeding MGM MIRAGE against the LD Subsidiary and protest or notice, except as may be provided for in Manager; or (xi) any modification of the Agreement with respect to amounts payable by the LD SubsidiaryGuaranteed Obligations. (d) The Guarantor agrees thatMGM MIRAGE hereby waives all benefits that might otherwise be available to MGM MIRAGE under California Civil code Sections 2787 through 2855, except inclusive, and 3433, among other provisions of like effect. (e) MGM MIRAGE hereby acknowledges that (A) the obligations undertaken by MGM MIRAGE pursuant to the complete and irrevocable payment guaranty in this Section 20.5 are complex in nature; (B) numerous possible defenses to the enforceability of all amounts payable by the LD Subsidiary under these obligations may presently exist and/or may arise hereafter; (C) as part of Owner’s consideration for entering into the Agreement, its obligations under this Guaranty shall be unconditional Owner has specifically bargained for the waiver and this Guaranty shall not be subject relinquishment by MGM MIRAGE of all such defenses; and (D) MGM MIRAGE has had the opportunity to any defense seek and receive legal advice from skilled legal counsel in the area of set-off, counterclaim, recoupment or termination or discharge whatsoever by reason financial transactions of the invalidity, illegality or unenforceability of any obligations under this Guaranty or any other defense that constitutes a legal or equitable discharge or defense of a guarantor or surety in its capacity as such irrespective type contemplated herein. Given all of the existence of any bankruptcyabove, insolvencyMGM MIRAGE does hereby represent and confirm to Owner that MGM MIRAGE is fully informed regarding, reorganization or similar proceedings involving the LD Subsidiary or by any other circumstance, including, without limitation and that MGM MIRAGE does thoroughly understand: (i) assertions the nature of amendment, waivers or forbearance affecting the Agreement or the related collateralall such possible defenses; and (ii) the LD Subsidiary’s lack circumstances under which such defenses may arise; and (iii) the benefits which such defenses might confer upon MGM MIRAGE; and (iv) the legal consequences to MGM MIRAGE of authorization waiving such defenses. MGM MIRAGE acknowledges that MGM MIRAGE makes the guaranty in this Section 20.5 with the intent that such guaranty and all of the informed waivers herein shall each and all be fully enforceable by Owner, and that Owner is induced to enter into the Agreement or its disability or bankruptcy; (iii) incomplete performance of the Agreement; (iv) delay by the Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantor. (e) If at any time payment under the Agreement is rescinded or must be otherwise restored or returned material reliance upon the insolvency, bankruptcy or reorganization of the LD Subsidiary or the Guarantor or otherwise, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being madepresumed full enforceability thereof. (f) So long as any amount payable by the LD Subsidiary in connection with the Agreement is overdue and unpaid, the Guarantor shall not exercise any right of subrogation. If at any time when any amount is overdue and unpaid the Guarantor receives any amount as a result of any action against the LD Subsidiary or any of its property or assets or otherwise for or on account of any payment made by the Guarantor under this Guaranty, the Guarantor shall forthwith pay that amount received by it, to the extent necessary to satisfy any such amount overdue and unpaid, to the Beneficiary, to be credited and applied against the amount so payable by the LD Subsidiary and until payment is made to the Beneficiary the Guarantor shall hold such amounts in trust for the Beneficiary. (g) If the LD Subsidiary merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist, the Guarantor shall nonetheless continue to be liable for the payment of all amounts payable by the LD Subsidiary under the Agreement to the extent such amounts are not paid when due by the LD Subsidiary.

Guaranty. (a) The Guarantor Each Partner (together with any Person who may hereafter agree to become a guarantor under this Agreement by signing a written instrument expressly agreeing to be so bound, each a "GUARANTOR," and collectively, the "GUARANTORS") hereby unconditionally and irrevocably guarantees severally (and not jointly) the full payment in cash, when due, of such Guarantor's Pro Rata Share of the Clawback Obligation, and if for any reason the Partnership (the "OBLIGOR") shall fail fully and punctually to pay the Clawback Obligation, each of the Guarantors shall pay its Pro Rata Share of such Clawback Obligation; provided that (i) fully, irrevocably and unconditionally guarantees the due and punctual payment obligation of each Guarantor shall be reduced by any and all obligations of the LD Subsidiary owed to the Beneficiary under the Agreement amounts applied from such Guarantor's Segregated Account and (ii) acknowledges that any and all amounts the amount payable by each Guarantor shall not exceed the aggregate Carried Interest distributions received by such Guarantor hereunder shall be pari passu directly or indirectly from the Partnership (or held in such Guarantor's Segregated Account) less the deemed income tax liability (calculated based on the Tax Percentage) on income allocated with all respect to such Carried Interest distributions. This Agreement is an absolute, unconditional, continuing guarantee of payment and not of collection, and is in no way conditioned or contingent upon any attempt to collect from the Obligor, enforce performance by the Obligor or on any other senior unsecured debt condition or contingency. (a) Each guaranty pursuant to paragraph (a) above is expressly for the benefit of the GuarantorFunds and the limited partners of the Funds (the "FUND LIMITED PARTNERS") and shall not be impaired, discharged or terminated by any other act or omission that may, in accordance with applicable law, affect the enforceability of a guaranty, and shall not be affected by the bankruptcy, insolvency or inability to pay of the Obligor, a Guarantor or of any other party. Paragraph (a) above may not be amended in a manner adverse to the Fund Limited Partners without the consent of the "Required Limited Partners" of the Funds (as defined in the Fund Partnership Agreements). (b) This Promptly following the determination that a contribution is a continuing Guaranty and a guaranty of payment (not merely of collection), and it shall remain in full force and effect until all amounts payable required to be made by the LD Subsidiary Obligor pursuant to Section 10.04(b) of the Fund Partnership Agreement, the Obligor shall notify the Guarantors of each Guarantor's Pro Rata Share of the amount of the Clawback Obligation, after application of the amounts in the Segregated Accounts, which shall be payable to the Beneficiary under Partnership or as otherwise designated in such notice. When the Agreement have been validlyClawback Obligation becomes due and payable and the Obligor fails to fully and punctually pay and perform its Clawback Obligation, finally and irrevocably paid in full and shall not be affected in any way by the absence of any action to obtain those amounts from the LD Subsidiary Funds or any other guarantor or surety or to proceed against any other security provided by of the LD Subsidiary or any other person or entityFund Limited Partners may make demand upon a Guarantor for the payment of such Guarantor's obligations hereunder. (c) The Guarantor hereby agrees that it shall not be necessaryTo the fullest extent permitted by law, as a condition precedent to enforcement of this Guaranty, that a suit first be instituted against the LD Subsidiary or that any rights or remedies first be exhausted against the LD Subsidiary and the Guarantor hereby irrevocably waives diligenceacceptance hereof, presentment, demand on the LD Subsidiary demand, protest, benefit of order, notice of dishonor and any notice not provided for payment or otherwiseherein, filing of claims, as well as any requirement of a prior proceeding that at any time any action be taken by any Person against the LD Subsidiary and protest Obligor or notice, except as may be provided for in the Agreement with respect to amounts payable by the LD Subsidiaryany other Person. (d) The obligations of each Guarantor agrees that, except by the complete and irrevocable payment of all amounts payable by the LD Subsidiary under the Agreement, its obligations under this Guaranty Agreement shall be unconditional and this Guaranty primary (as though such Guarantor were the maker of its Pro Rata Share of the Clawback Obligation), irrespective of the validity or enforceability of the Clawback Obligation, and shall not be subject to affected by any defense action taken under the Clawback Obligation in the exercise of set-offany right or remedy therein conferred, counterclaim, recoupment or termination by any failure or discharge whatsoever by reason omission on the part of the invalidityFunds or the Fund Limited Partners to enforce any right given thereunder or hereunder or any remedy therein conferred, illegality or unenforceability by any failure or omission on the part of the Funds or the Fund Limited Partners to enforce any right given thereunder or hereunder or any remedy conferred thereby or hereby, or by any waiver of any obligations under this Guaranty term, covenant, agreement or any other defense that constitutes a legal or equitable discharge or defense of a guarantor or surety in its capacity as such irrespective condition of the existence of any bankruptcyClawback Obligation or this Agreement, insolvency, reorganization or similar proceedings involving the LD Subsidiary or by any other circumstance, including, without limitation (i) assertions circumstance which may or might be in any manner or to any extent vary the risk of amendment, waivers or forbearance affecting the Agreement or the related collateral; (ii) the LD Subsidiary’s lack of authorization to enter into the Agreement or its disability or bankruptcy; (iii) incomplete performance of the Agreement; (iv) delay by the Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantorany Guarantor hereunder. (e) If at any time payment under Except for the Agreement is rescinded or must addition of Guarantors set forth in the following sentence and subject to the second sentence of Section 13.02(b), this Article 13 may not be otherwise restored or returned upon amended except with the insolvency, bankruptcy or reorganization written consent of the LD Subsidiary or Required Partners and the unanimous consent of the Guarantors. The Obligor hereby agrees that it will not admit any Person as a Partner and the General Partner hereby agrees that it will not permit any Person to become entitled to any share of its distributions unless such Person shall have first executed a supplement hereto pursuant to which such Person agrees to become a Guarantor or otherwise, the Guarantor’s obligations hereunder with respect and to such payment shall be reinstated upon such restoration or return being made. (f) So long as any amount payable bound by the LD Subsidiary in connection with the Agreement is overdue and unpaid, the Guarantor shall not exercise any right provisions of subrogation. If at any time when any amount is overdue and unpaid the Guarantor receives any amount as a result of any action against the LD Subsidiary or any of its property or assets or otherwise for or on account of any payment made by the Guarantor under this Guaranty, the Guarantor shall forthwith pay that amount received by it, to the extent necessary to satisfy any such amount overdue and unpaid, to the Beneficiary, to be credited and applied against the amount so payable by the LD Subsidiary and until payment is made to the Beneficiary the Guarantor shall hold such amounts in trust for the BeneficiaryArticle 13. (g) If the LD Subsidiary merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist, the Guarantor shall nonetheless continue to be liable for the payment of all amounts payable by the LD Subsidiary under the Agreement to the extent such amounts are not paid when due by the LD Subsidiary.

Guaranty. (a) The Guarantor hereby (i) fullyOn or before the Commencement Date, irrevocably and unconditionally guarantees Tenant shall deposit with Landlord, as security for the due and punctual payment of any the Rent due hereunder and all obligations the full and faithful performance by Tenant of the LD Subsidiary owed covenants and conditions on the part of Tenant to be performed under this Lease, a cash security deposit (“Security Deposit”). The initial amount of the Security Deposit shall be the sum of One Hundred Fifty-Five Thousand Seven Hundred Ten and no/100 ($155,710.00) Dollars. In the event of any default by Tenant under this Lease, Landlord is hereby authorized to draw upon the Security Deposit to cure the default. In such case, Tenant shall immediately provide Landlord with additional cash in the amount equal to the Beneficiary under the Agreement and aggregate of twelve (ii12) acknowledges that any and all amounts payable by the Guarantor hereunder shall be pari passu with all other senior unsecured debt monthly payments of the Guarantorthen-current Basic Rent. (b) This The remainder of the Security Deposit shall be returned to Tenant after the expiration of the Term, provided that Tenant has fully and faithfully performed all such covenants and conditions of this Lease, is not in arrears in Rent and has vacated the Premises. In the event of a continuing Guaranty and sale, pledge, transfer or encumbrance of the Premises subject to this Lease, Landlord shall have the right to transfer the Security Deposit to a guaranty of payment (not merely of collection)purchaser or lender, as applicable, and it Landlord shall remain be considered released by Tenant from all liability for the return of the Security Deposit. All costs incurred in full force and effect until all amounts payable connection with the transfer of the Security Deposit shall be paid by Tenant. It is agreed that this shall apply to every transfer or assignment made of the LD Subsidiary Security Deposit to the Beneficiary under the Agreement have been validly, finally and irrevocably paid in full and shall not be affected in any way by the absence of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entitynew landlord. (c) The Guarantor hereby agrees that it shall not be necessary, as a condition precedent to enforcement In the event of this Guaranty, that a suit first be instituted against the LD Subsidiary insolvency of Tenant or that any rights or remedies first be exhausted against in the LD Subsidiary and event of the Guarantor hereby waives diligence, presentment, demand on the LD Subsidiary for payment or otherwise, filing of claims, requirement entry of a prior proceeding judgment in bankruptcy in any court against Tenant which is not discharged within thirty (30) days after entry, or in the LD Subsidiary event a petition is filed by or against Tenant under any chapter of the bankruptcy or insolvency laws of any state or the United States of America, then and protest or notice, except in such event Landlord may require Tenant to deposit additional security in such amount as may be provided for in the Agreement with respect necessary to amounts payable by the LD Subsidiary. (d) The Guarantor agrees that, except by the complete and irrevocable payment adequately assure Tenant's performance of all amounts payable by the LD Subsidiary under the Agreement, of its obligations under this Guaranty Lease, including all payments subsequently accruing. Failure of Tenant to deposit the additional security required by this section within ten (10) days after Landlord's written demand shall be unconditional and this Guaranty shall not be subject to any defense of set-off, counterclaim, recoupment or termination or discharge whatsoever constitute a default by reason of the invalidity, illegality or unenforceability of any obligations Tenant under this Guaranty or any other defense that constitutes a legal or equitable discharge or defense of a guarantor or surety in its capacity as such irrespective of the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the LD Subsidiary or by any other circumstance, including, without limitation (i) assertions of amendment, waivers or forbearance affecting the Agreement or the related collateral; (ii) the LD Subsidiary’s lack of authorization to enter into the Agreement or its disability or bankruptcy; (iii) incomplete performance of the Agreement; (iv) delay by the Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the GuarantorLease. (e) If at any time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary or the Guarantor or otherwise, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made. (f) So long as any amount payable by the LD Subsidiary in connection with the Agreement is overdue and unpaid, the Guarantor shall not exercise any right of subrogation. If at any time when any amount is overdue and unpaid the Guarantor receives any amount as a result of any action against the LD Subsidiary or any of its property or assets or otherwise for or on account of any payment made by the Guarantor under this Guaranty, the Guarantor shall forthwith pay that amount received by it, to the extent necessary to satisfy any such amount overdue and unpaid, to the Beneficiary, to be credited and applied against the amount so payable by the LD Subsidiary and until payment is made to the Beneficiary the Guarantor shall hold such amounts in trust for the Beneficiary. (g) If the LD Subsidiary merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist, the Guarantor shall nonetheless continue to be liable for the payment of all amounts payable by the LD Subsidiary under the Agreement to the extent such amounts are not paid when due by the LD Subsidiary.

Guaranty. J▇▇▇▇ Corporation (athe "Guarantor") The Guarantor hereby (i) fully, irrevocably absolutely and unconditionally guarantees the prompt payment in full of all principal and interest due and punctual payable under this Note (the "Obligations") as and when the respective parts thereof become due and payable. If the Obligations, or any part thereof, shall not be paid in full when due and payable, Payee shall have the right to proceed directly against Guarantor under this Guaranty to collect the payment of any and all obligations in full of the LD Subsidiary owed Obligations, regardless of whether or not Payee shall have theretofore proceeded or shall then be proceeding against Maker, it being understood that Payee, in its sole discretion, may proceed against Maker or Guarantor, and may exercise each right, power or privilege that Payee may then have at such time or times and as often and in such order as Payee, in its sole discretion, may from time to time deem expedient to collect the payment in full of the Obligations. In furtherance and not in limitation of the foregoing, to the Beneficiary under fullest extent permitted by law, Guarantor hereby waives any right it may have whether now or in the Agreement and (ii) acknowledges that any and all amounts payable by the Guarantor hereunder shall be pari passu with all other senior unsecured debt future, to require Payee to make an election of the Guarantor. (b) remedies or otherwise bring a single action to enforce its remedies hereunder. This is a continuing Guaranty and a guaranty of payment (and not merely a guaranty of collection), and it Guarantor hereby waives each and every guarantorship and suretyship defense, generally. Regardless of the duration of time, regardless of whether Maker may from time to time cease to be indebted to Payee, and irrespective of any act, omission or course of dealing whatever on the part of Payee, Guarantor's liabilities and other obligations hereunder shall remain in full force and effect until all amounts payable by the LD Subsidiary to the Beneficiary under the Agreement have been validly, finally and irrevocably paid payment in full of the Obligations. Guarantor acknowledges that the consideration for this guaranty is not a mere recital and shall not be affected in any way by the absence is adequate regardless of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entity. (c) The Guarantor hereby agrees that it shall not be necessary, as a condition precedent to enforcement of this Guaranty, that a suit first be instituted against the LD Subsidiary or that any rights or remedies first be exhausted against the LD Subsidiary and the actual amount. Guarantor hereby waives diligence, presentment, protest and demand, notice of protest, demand on the LD Subsidiary for payment or otherwiseand dishonor, filing nonpayment and acceleration of claims, requirement of a prior proceeding against the LD Subsidiary and protest or notice, except as may be provided for in the Agreement with respect to amounts payable by the LD Subsidiarythis Note. (d) The Guarantor agrees that, except by the complete and irrevocable payment of all amounts payable by the LD Subsidiary under the Agreement, its obligations under this Guaranty shall be unconditional and this Guaranty shall not be subject to any defense of set-off, counterclaim, recoupment or termination or discharge whatsoever by reason of the invalidity, illegality or unenforceability of any obligations under this Guaranty or any other defense that constitutes a legal or equitable discharge or defense of a guarantor or surety in its capacity as such irrespective of the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the LD Subsidiary or by any other circumstance, including, without limitation (i) assertions of amendment, waivers or forbearance affecting the Agreement or the related collateral; (ii) the LD Subsidiary’s lack of authorization to enter into the Agreement or its disability or bankruptcy; (iii) incomplete performance of the Agreement; (iv) delay by the Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantor. (e) If at any time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary or the Guarantor or otherwise, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made. (f) So long as any amount payable by the LD Subsidiary in connection with the Agreement is overdue and unpaid, the Guarantor shall not exercise any right of subrogation. If at any time when any amount is overdue and unpaid the Guarantor receives any amount as a result of any action against the LD Subsidiary or any of its property or assets or otherwise for or on account of any payment made by the Guarantor under this Guaranty, the Guarantor shall forthwith pay that amount received by it, to the extent necessary to satisfy any such amount overdue and unpaid, to the Beneficiary, to be credited and applied against the amount so payable by the LD Subsidiary and until payment is made to the Beneficiary the Guarantor shall hold such amounts in trust for the Beneficiary. (g) If the LD Subsidiary merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist, the Guarantor shall nonetheless continue to be liable for the payment of all amounts payable by the LD Subsidiary under the Agreement to the extent such amounts are not paid when due by the LD Subsidiary.

Guaranty. (a) The To induce Lender to make the Term Loan, Guarantor hereby (i) fullyhereby, jointly and severally, absolutely, unconditionally and irrevocably guarantees, as primary obligor and unconditionally guarantees not merely as surety, the due full and punctual payment when due, whether at stated maturity or earlier, by reason of any and acceleration, mandatory prepayment or otherwise in accordance with this Agreement, of all the obligations of Borrower whether existing on the LD Subsidiary owed to date hereof or hereinafter incurred or created (the Beneficiary under the Agreement and (ii) acknowledges that any and all amounts payable by the Guarantor hereunder shall be pari passu with all other senior unsecured debt of the Guarantor“Guaranteed Obligations”). (b) This is a continuing Guaranty Guarantor hereby waives and a guaranty of payment (agrees not merely of collection)to assert any defense, and it shall remain in full force hereby agrees that its obligations under this section are irrevocable, absolute and effect until all amounts payable by the LD Subsidiary to the Beneficiary under the Agreement have been validly, finally and irrevocably paid in full unconditional and shall not be affected discharged as a result of or otherwise affected, other than indefeasible payment in any way by full of the absence of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entityGuaranteed Obligations. (c) The Guarantor hereby unconditionally and irrevocably waives and agrees that it shall not be necessaryto assert any claim, as a condition precedent to enforcement of this Guarantydefense, that a suit first be instituted against the LD Subsidiary setoff or that any rights or remedies first be exhausted against the LD Subsidiary and the Guarantor hereby waives counterclaim based on diligence, promptness, presentment, requirements for any demand on or notice hereunder including any of the LD Subsidiary following: (a) any demand for payment or otherwise, filing of claims, requirement of a prior proceeding against the LD Subsidiary performance and protest and notice of protest; (b) any notice of acceptance; (c) any presentment, demand, protest or notice, except as may be provided for in the Agreement further notice or other requirements of any kind with respect to amounts payable any Guaranteed Obligation (including any accrued but unpaid interest thereon) becoming immediately due and payable; and (d) any other notice in respect of any Guaranteed Obligation or any part thereof, and any defense arising by reason of any disability or other defense of Borrower. Until the LD SubsidiaryGuaranteed Obligations have been indefeasibly paid in full, Guarantor further unconditionally and irrevocably agrees not to enforce or otherwise exercise any right of subrogation or any right of reimbursement or contribution or similar right against Borrower or any Guarantor by reason of any Loan Document or any payment made thereunder. No obligation of any Guarantor hereunder shall be discharged other than by complete performance. (d) The Guarantor agrees thatGuarantor, except and by the complete and irrevocable payment of all amounts payable by the LD Subsidiary under the Agreementits acceptance this guaranty, its obligations under Lender, hereby confirm that it is their intention that this Guaranty and the Guaranteed Obligations not constitute a fraudulent transfer or conveyance under any applicable laws. To effectuate the foregoing intention, Lender and Guarantor hereby irrevocably agree that the Guaranteed Obligations shall be unconditional and this Guaranty shall not be subject to any defense of set-off, counterclaim, recoupment or termination or discharge whatsoever by reason of the invalidity, illegality or unenforceability of any obligations under this Guaranty or any other defense that constitutes a legal or equitable discharge or defense of a guarantor or surety in its capacity as such irrespective of the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the LD Subsidiary or by any other circumstance, including, without limitation (i) assertions of amendment, waivers or forbearance affecting the Agreement or the related collateral; (ii) the LD Subsidiary’s lack of authorization to enter into the Agreement or its disability or bankruptcy; (iii) incomplete performance of the Agreement; (iv) delay by the Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant limited to the Guarantor; and (vi) failure to notify the Guarantor. (e) If at any time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary or the Guarantor or otherwise, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made. (f) So long as any amount payable by the LD Subsidiary in connection with the Agreement is overdue and unpaid, the Guarantor shall not exercise any right of subrogation. If at any time when any amount is overdue and unpaid the Guarantor receives any maximum amount as will result in the Guaranteed Obligations not constituting a result of fraudulent transfer or conveyance under any action against the LD Subsidiary or any of its property or assets or otherwise for or on account of any payment made by the Guarantor under this Guaranty, the Guarantor shall forthwith pay that amount received by it, to the extent necessary to satisfy any such amount overdue and unpaid, to the Beneficiary, to be credited and applied against the amount so payable by the LD Subsidiary and until payment is made to the Beneficiary the Guarantor shall hold such amounts in trust for the Beneficiaryapplicable laws. (g) If the LD Subsidiary merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist, the Guarantor shall nonetheless continue to be liable for the payment of all amounts payable by the LD Subsidiary under the Agreement to the extent such amounts are not paid when due by the LD Subsidiary.

Guaranty. (a) The Parent Guarantor hereby (i) fullyunconditionally and irrevocably guarantees, irrevocably for payment and unconditionally guarantees not for collection, and as primary obligor and not merely as surety, to the due and punctual payment of any and all obligations Administrative Agent, for the ratable benefit of the LD Subsidiary owed to Lenders and their respective successors, indorsees, transferees and assigns the Beneficiary under prompt and complete payment and performance when due (whether at the Agreement and (iistated maturity, by acceleration or otherwise) acknowledges that any and all amounts payable by the Guarantor hereunder shall be pari passu with all other senior unsecured debt of the GuarantorObligations. (b) In any action or proceeding involving any state corporate law, or any state, federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of the Parent Guarantor under this Article X would otherwise be held or determined to be avoidable, invalid or unenforceable on account of the amount of the Parent Guarantor’s liability under this Article X, then, notwithstanding any other provision of this Article X to the contrary, the amount of such liability shall, without any further action by the Parent Guarantor or the Administrative Agent or any Lender, be automatically limited and reduced to the highest amount that is valid and enforceable as determined in such action or proceeding (such highest amount determined hereunder being the Parent Guarantor’s “Maximum Liability”). This Section 10.01(b) with respect to the Maximum Liability of the Parent Guarantor is a continuing Guaranty intended solely to preserve the rights of the Administrative Agent and a guaranty the Lenders to the maximum extent not subject to avoidance under applicable law. The Parent Guarantor agrees that the Obligations may at any time and from time to time exceed the Maximum Liability of payment the Parent Guarantor hereunder without impairing this guarantee or affecting the rights and remedies of the Administrative Agent or any Lender hereunder; provided that, nothing in this sentence shall be construed to increase the Parent Guarantor’s obligations hereunder beyond its Maximum Liability. (not merely of collection), and it c) This guarantee shall remain in full force and effect until all amounts payable by the LD Subsidiary to the Beneficiary under the Agreement Obligations shall have been validly, finally and irrevocably paid satisfied by payment in full and shall not be affected in any way by the absence of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entity. (c) The Guarantor hereby agrees that it shall not be necessary, as a condition precedent to enforcement of this Guaranty, that a suit first be instituted against the LD Subsidiary or that any rights or remedies first be exhausted against the LD Subsidiary immediately available funds and the Guarantor hereby waives diligence, presentment, demand on the LD Subsidiary for payment or otherwise, filing of claims, requirement of a prior proceeding against the LD Subsidiary and protest or notice, except as may be provided for in the Agreement with respect to amounts payable by the LD SubsidiaryCommitments have been terminated. (d) The Guarantor agrees that, except No payment made by the complete and irrevocable payment of all amounts payable by the LD Subsidiary under the AgreementParent Guarantor, its obligations under this Guaranty shall be unconditional and this Guaranty shall not be subject to any defense of set-off, counterclaim, recoupment or termination or discharge whatsoever by reason of the invalidity, illegality or unenforceability of any obligations under this Guaranty other guarantor or any other defense that constitutes a legal Person or equitable discharge received or defense of a collected by the Administrative Agent or any Lender from the Parent Guarantor, any guarantor or surety in its capacity as such irrespective of the existence any other Person by virtue of any bankruptcy, insolvency, reorganization action or similar proceedings involving the LD Subsidiary proceeding or by any other circumstance, including, without limitation (i) assertions of amendment, waivers set-off or forbearance affecting the Agreement appropriation or the related collateral; (ii) the LD Subsidiary’s lack of authorization to enter into the Agreement or its disability or bankruptcy; (iii) incomplete performance of the Agreement; (iv) delay by the Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantor. (e) If application at any time or from time to time in reduction of or in payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Parent Guarantor or otherwisehereunder which shall, the Guarantor’s obligations hereunder with respect to notwithstanding any such payment shall be reinstated upon such restoration or return being made. (f) So long as any amount payable by the LD Subsidiary in connection with the Agreement is overdue and unpaid, the Guarantor shall not exercise any right of subrogation. If at any time when any amount is overdue and unpaid the Guarantor receives any amount as a result of any action against the LD Subsidiary or any of its property or assets or otherwise for or on account of other than any payment made by the Parent Guarantor under this Guarantyin respect of the Obligations or any payment received or collected from the Parent Guarantor in respect of the Obligations), the Guarantor shall forthwith pay that amount received by it, to the extent necessary to satisfy any such amount overdue and unpaid, to the Beneficiary, to be credited and applied against the amount so payable by the LD Subsidiary and until payment is made to the Beneficiary the Guarantor shall hold such amounts in trust for the Beneficiary. (g) If the LD Subsidiary merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist, the Guarantor shall nonetheless continue to be remain liable for the Obligations until the Obligations shall have been satisfied by payment of all amounts payable by in full in immediately available funds and the LD Subsidiary under the Agreement to the extent such amounts are not paid when due by the LD SubsidiaryCommitments have been terminated.

Guaranty. (a) The Subject to the provisions hereof, Guarantor hereby (i) fully, irrevocably and unconditionally guarantees the timely payment when due and punctual payment (whether at stated maturity, acceleration, or otherwise) of any and all the obligations of Enron (the LD Subsidiary owed “Obligations”) to Counterparty and its successors and assigns under the Contract (without any deduction or withholding except as provided in the Contract) and Guarantor shall pay all expenses (including reasonable counsel fees and expenses) incurred by Counterparty in enforcing its rights under this Guaranty should Guarantor be required to pay hereunder. This Guaranty shall constitute a guarantee of payment and not of collection. The liability of Guarantor under the Guaranty shall be subject to the Beneficiary under the Agreement and following: (iia) acknowledges that any and all amounts payable by the Guarantor Guarantor’s liability hereunder shall be pari passu with all and is specifically limited to payments expressly required to be made under the Contract (even if such payments are deemed to be damages) and, except to the extent specifically provided in the Contract, in no event shall Guarantor be subject hereunder to consequential, exemplary, equitable, loss of profits, punitive, tort, or any other senior unsecured debt of the Guarantordamages, costs, or attorney’s fees. (b) This is a The aggregate amount covered by this Guaranty shall not exceed U.S. $10,000,000. (c) Guarantor’s obligations hereunder shall be irrevocable, continuing Guaranty and a guaranty of payment (not merely of collection)unconditional, and it shall remain in full force and effect until all amounts payable by the LD Subsidiary to the Beneficiary under the Agreement have been validly, finally and irrevocably paid in full and shall not be affected in dicharged except by complete payment of the amounts payable under the Contract, irrespective of any way claim as to the Contract’s validity, regularity, or enforcability or lack of authority of Counterparty to execute or deliver the Contract; or any waiver or consent by Counterparty with respect to any provision thereof; or the absence of any action to obtain those amounts from enforce the LD Subsidiary Contract, or the recovery of any judgment against the Counterparty or of any action to enforce a judgement against the Counterparty; or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entity. (c) The Guarantor hereby agrees that it shall not be necessary, as a condition precedent to enforcement of this Guaranty, that a suit first be instituted against the LD Subsidiary or that any rights or remedies first be exhausted against the LD Subsidiary and the Guarantor hereby waives diligence, presentment, demand on the LD Subsidiary for payment or otherwise, filing of claims, requirement of a prior proceeding against the LD Subsidiary and protest or notice, except as may be provided for in the Agreement with respect to amounts payable by the LD Subsidiary. (d) The Guarantor agrees that, except by the complete and irrevocable payment of all amounts payable by the LD Subsidiary under the Agreement, its obligations under this Guaranty shall be unconditional and this Guaranty shall not be subject to any defense of set-off, counterclaim, recoupment or termination or discharge whatsoever by reason of the invalidity, illegality or unenforceability of any obligations under this Guaranty or any other defense that constitutes similar circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor or surety in its capacity as such irrespective of the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the LD Subsidiary or by any other circumstance, including, without limitation (i) assertions of amendment, waivers or forbearance affecting the Agreement or the related collateral; (ii) the LD Subsidiary’s lack of authorization to enter into the Agreement or its disability or bankruptcy; (iii) incomplete performance of the Agreement; (iv) delay by the Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantorgenerally. (ed) If at any time payment under the Agreement Contract is rescinded or must be otherwise restored or returned upon the by Counterparty as a result of insolvency, bankruptcy or reorganization of the LD Subsidiary or the Enron, Guarantor or otherwise, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made. (f) So long as any amount payable by the LD Subsidiary in connection with the Agreement is overdue and unpaid, the Guarantor shall not exercise any right of subrogation. If at any time when any amount is overdue and unpaid the Guarantor receives any amount as a result of any action against the LD Subsidiary or any of its property or assets or otherwise for or on account of any payment made by the Guarantor under this Guaranty, the Guarantor shall forthwith pay that amount received by it, to the extent necessary to satisfy any such amount overdue and unpaid, to the Beneficiary, to be credited and applied against the amount so payable by the LD Subsidiary and until payment is made to the Beneficiary the Guarantor shall hold such amounts in trust for the BeneficiaryCounterparty. (g) If the LD Subsidiary merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist, the Guarantor shall nonetheless continue to be liable for the payment of all amounts payable by the LD Subsidiary under the Agreement to the extent such amounts are not paid when due by the LD Subsidiary.

Guaranty. If Seller selects the guaranty form of payment security, such guaranty shall be substantially in the form of Exhibit B hereto, from a guarantor, of sufficient financial size that is acceptable to Buyer in its sole reasonable discretion and with a credit rating of at least BBB+/Baa1. If Seller selects the guaranty form of Payment Security, Seller shall provide such guaranty within thirty (a30) The Guarantor hereby days after the Commercial Operation Date. If the credit rating of the guarantor is downgraded below BBB+ by S&P or below Baa1 by ▇▇▇▇▇’▇ or there has been a material adverse change in the creditworthiness of the guarantor, then Seller shall be required to convert the guarantee provided to an alternative form of security instrument meeting the criteria set forth in Subsection 2.2 no later than thirty (30) Days after receiving notice from Buyer that such conversion is required pursuant to this paragraph. If Seller selects the Surety Bond form of payment security, Seller shall provide a Surety Bond to Buyer in the amount set forth in Exhibit A by the date that is thirty (30) Days after the Commercial Operation Date. All Surety Bonds provided in accordance with this Agreement shall be subject to the following provisions: Unless otherwise agreed to in writing by the Parties, each Surety Bond shall be maintained for the benefit of Buyer. Seller shall (i) fullyif necessary to maintain a Surety Bond throughout the term of this Agreement, irrevocably and unconditionally guarantees renew or cause the due and punctual payment renewal of any and all obligations each outstanding Surety Bond on a timely basis as provided in the relevant Surety Bond, ii) if the institution that issued an outstanding Surety Bond has indicated its intent not to renew such Surety Bond, provide a substitute Surety Bond or another form of security in accordance with Subsection 2.2 at least twenty (20) Business Days prior to the expiration of the LD Subsidiary owed to the Beneficiary under the Agreement and (ii) acknowledges that any and all amounts payable by the Guarantor hereunder shall be pari passu with all other senior unsecured debt of the Guarantor. (b) This is a continuing Guaranty and a guaranty of payment (not merely of collection)outstanding Surety Bond, and it shall remain in full force and effect until all amounts payable by the LD Subsidiary to the Beneficiary under the Agreement have been validly, finally and irrevocably paid in full and shall not be affected in any way by the absence of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entity. (c) The Guarantor hereby agrees that it shall not be necessary, as a condition precedent to enforcement of this Guaranty, that a suit first be instituted against the LD Subsidiary or that any rights or remedies first be exhausted against the LD Subsidiary and the Guarantor hereby waives diligence, presentment, demand on the LD Subsidiary for payment or otherwise, filing of claims, requirement of a prior proceeding against the LD Subsidiary and protest or notice, except as may be provided for in the Agreement with respect to amounts payable by the LD Subsidiary. (d) The Guarantor agrees that, except by the complete and irrevocable payment of all amounts payable by the LD Subsidiary under the Agreement, its obligations under this Guaranty shall be unconditional and this Guaranty shall not be subject to any defense of set-off, counterclaim, recoupment or termination or discharge whatsoever by reason of the invalidity, illegality or unenforceability of any obligations under this Guaranty or any other defense that constitutes a legal or equitable discharge or defense of a guarantor or surety in its capacity as such irrespective of the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the LD Subsidiary or by any other circumstance, including, without limitation (i) assertions of amendment, waivers or forbearance affecting the Agreement or the related collateral; (ii) the LD Subsidiary’s lack of authorization to enter into the Agreement or its disability or bankruptcy; (iii) incomplete performance of the Agreement; (iv) delay by the Beneficiary in making if an institution issuing a claim; Surety Bond shall fail to honor Buyer’s properly documented request to draw on an outstanding Surety Bond, provide cash within two (v2) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the GuarantorBusiness Days after such refusal. (e) If at any time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary or the Guarantor or otherwise, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made. (f) So long as any amount payable by the LD Subsidiary in connection with the Agreement is overdue and unpaid, the Guarantor shall not exercise any right of subrogation. If at any time when any amount is overdue and unpaid the Guarantor receives any amount as a result of any action against the LD Subsidiary or any of its property or assets or otherwise for or on account of any payment made by the Guarantor under this Guaranty, the Guarantor shall forthwith pay that amount received by it, to the extent necessary to satisfy any such amount overdue and unpaid, to the Beneficiary, to be credited and applied against the amount so payable by the LD Subsidiary and until payment is made to the Beneficiary the Guarantor shall hold such amounts in trust for the Beneficiary. (g) If the LD Subsidiary merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist, the Guarantor shall nonetheless continue to be liable for the payment of all amounts payable by the LD Subsidiary under the Agreement to the extent such amounts are not paid when due by the LD Subsidiary.

Guaranty. Each Guarantor hereby unconditionally and irrevocably guarantees on a senior subordinated basis, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) The the full and prompt payment (within applicable grace periods) of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Securities and (b) the full and 105 prompt performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities (all the foregoing being hereinafter collectively called the "Guaranty Obligations"). Each Guarantor hereby further agrees that the Guaranty Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Guarantor, and that such Guarantor will remain bound under this Article XIII notwithstanding any extension or renewal of any Guaranty Obligation. To the extent that any Guarantor shall be required to pay any amounts on account of the Securities pursuant to a Guaranty in excess of an amount calculated as the product of (i) fullythe aggregate amount payable by the Guarantors on account of the Securities pursuant to the Guarantees times (ii) the proportion (expressed as a fraction) that such Guarantor's net assets (determined in accordance with GAAP) at the date enforcement of the Guarantees is sought bears to the aggregate net assets (determined in accordance with GAAP) of all Guarantors at such date, irrevocably then such Guarantor shall be reimbursed by the other Guarantors for the amount of such excess, pro rata, based upon the respective net assets (determined in accordance with GAAP) of such other Guarantors at the date enforcement of the Guarantees is sought. This paragraph is intended only to define the relative rights of Guarantors as among themselves, and unconditionally guarantees nothing set forth in this paragraph is intended to or shall impair the due joint and punctual payment of any and all several obligations of the LD Subsidiary owed Guarantors under their respective Guarantees. The Guarantors shall have the right to seek contribution from any non- paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under any Guaranty. Each Guarantor waives presentation to, demand of payment from and protest to the Beneficiary Company of any of the Guaranty Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Agreement and (ii) acknowledges that any and all amounts payable by Securities or the Guaranty Obligations. The obligations of each Guarantor hereunder shall be pari passu with all other senior unsecured debt of the Guarantor. (b) This is a continuing Guaranty and a guaranty of payment (not merely of collection), and it shall remain in full force and effect until all amounts payable by the LD Subsidiary to the Beneficiary under the Agreement have been validly, finally and irrevocably paid in full and shall not be affected in any way by (a) the absence failure of any action Holder or the Trustee to obtain those amounts from assert any claim or demand or to enforce any right or remedy against the LD Subsidiary Company or any other guarantor Person under this Indenture, the Securities or surety any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranty Obligations or any of them; (e) the failure of any Holder or Trustee to proceed exercise any right or remedy against any other security provided by guarantor of the LD Subsidiary Guaranty Obligations; or (f) any other person or entity. change in the ownership of any Guarantor (c) The subject to Section 13.5(b)). Each Guarantor hereby further agrees that it its Guaranty herein constitutes a guaranty of payment, performance and compliance when due (and not a guaranty of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranty Obligations. To the fullest extent permitted by law, the obligations of each Guarantor hereunder shall not be necessarysubject to any reduction, as a condition precedent to enforcement limitation, impairment or termination for any reason, including any claim of this Guarantywaiver, that a suit first be instituted against the LD Subsidiary release, surrender, alteration or that any rights or remedies first be exhausted against the LD Subsidiary compromise, and the Guarantor hereby waives diligence, presentment, demand on the LD Subsidiary for payment or otherwise, filing of claims, requirement of a prior proceeding against the LD Subsidiary and protest or notice, except as may be provided for in the Agreement with respect to amounts payable by the LD Subsidiary. (d) The Guarantor agrees that, except by the complete and irrevocable payment of all amounts payable by the LD Subsidiary under the Agreement, its obligations under this Guaranty shall be unconditional and this Guaranty shall not be subject to any defense of set-offsetoff, counterclaim, recoupment or termination whatsoever or discharge whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranty Obligations or otherwise. Without limiting the generality of the foregoing, to the fullest extent permitted by law, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any obligations Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Guaranty Indenture, the Securities or any other defense that constitutes a legal agreement, by any waiver or equitable discharge modification of any thereof, by any default, failure or defense of a guarantor delay, willful or surety otherwise, in its capacity as such irrespective the performance of the existence of any bankruptcyGuaranty Obligations, insolvency, reorganization or similar proceedings involving the LD Subsidiary or by any other circumstanceact or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Guarantor or would otherwise operate as a discharge of each Guarantor as a matter of law or equity. Each Guarantor further agrees that its Guaranty herein shall continue to be effective or be reinstated, includingas the case may be, without limitation (i) assertions of amendment, waivers or forbearance affecting the Agreement or the related collateral; (ii) the LD Subsidiary’s lack of authorization to enter into the Agreement or its disability or bankruptcy; (iii) incomplete performance of the Agreement; (iv) delay by the Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantor. (e) If if at any time payment under the Agreement payment, or any part thereof, of principal of or interest on any Guaranty Obligation is rescinded or must otherwise be otherwise restored by any Holder or returned the Trustee upon the insolvency, bankruptcy or reorganization of the LD Subsidiary Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against each Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or otherwiseinterest on any Guaranty Obligation when and as the same shall become due, the Guarantor’s obligations hereunder whether at maturity, by acceleration, by redemption or otherwise (within applicable grace periods), or to perform or comply with respect any other Guaranty Obligation (within applicable grace periods), each Guarantor hereby promises to such payment shall be reinstated and shall, upon such restoration or return being made. (f) So long as any amount payable receipt of written demand by the LD Subsidiary Trustee, forthwith pay, or cause to be paid, in connection with cash, to the Agreement is overdue Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such 107 Guaranty Obligations (ii) accrued and unpaid, unpaid interest on such Guaranty Obligations (but only to the extent not prohibited by law) and (iii) all other monetary Guaranty Obligations of the Company to the Holders and the Trustee. Each Guarantor agrees that it shall not exercise be entitled to any right of subrogation. If at any time when any amount is overdue and unpaid subrogation in relation to the Guarantor receives any amount as a result Holders in respect of any action against Guaranty Obligations guarantied hereby until payment in full of all Guaranty Obligations. Each Guarantor further agrees that, as between the LD Subsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranty Obligations guarantied hereby may be accelerated as provided in Article V for the purposes of its Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranty Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Guaranty Obligations as provided in Article V, such Guaranty Obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purposes of this Section. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' fees and expenses) incurred by the Trustee or any of its property or assets or otherwise for or on account of Holder in enforcing any payment made by the Guarantor rights under this Guaranty, the Guarantor shall forthwith pay that amount received by it, to the extent necessary to satisfy any such amount overdue and unpaid, to the Beneficiary, to be credited and applied against the amount so payable by the LD Subsidiary and until payment is made to the Beneficiary the Guarantor shall hold such amounts in trust for the BeneficiarySection. (g) If the LD Subsidiary merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist, the Guarantor shall nonetheless continue to be liable for the payment of all amounts payable by the LD Subsidiary under the Agreement to the extent such amounts are not paid when due by the LD Subsidiary.

Guaranty. (a) The Guarantor hereby (i) fullyirrevocably, irrevocably absolutely and unconditionally guarantees to the due Beneficiary, in terms of Articles 2794, 2795, 2798, 2800 and other and other applicable of the Mexican Federal Civil Code, and the corresponding Articles of the federal entities of the United Mexican States, the prompt and punctual payment payment, performance or delivery when due of any and all present and future obligations regarding the obligations of the LD Subsidiary owed Issuer under the Notes and the Indenture, including but not limited to the payment of principal or interest, reimbursement of amounts drawn under fees, reasonable expenses, losses and reasonable lawyers fees that the Beneficiary under may need, as consequence of an event of default as described in section 6.01 of the Agreement and Indenture (ii) acknowledges the “Guaranteed Obligations”). In the event that any and all amounts payable portion of the Guaranteed Obligations is paid by the Issuer, the obligations of the Guarantor hereunder shall be pari passu with all other senior unsecured debt of the Guarantor. (b) This is a continuing Guaranty continue and a guaranty of payment (not merely of collection), and it shall remain in full force and effect until all amounts payable by the LD Subsidiary to the Beneficiary under the Agreement have been validly, finally and irrevocably paid in full and shall not be affected in any way by the absence of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entity. (c) effect. The Guarantor hereby agrees that it shall not be necessaryand, as a condition precedent to enforcement by their acceptance of the benefits of this Guaranty, the Beneficiary hereby confirm that a suit first be instituted against the LD Subsidiary or it is their intention that any rights or remedies first be exhausted against the LD Subsidiary this Guaranty and the Guarantor hereby waives diligence, presentment, demand on the LD Subsidiary for payment or otherwise, filing of claims, requirement of a prior proceeding against the LD Subsidiary and protest or notice, except as may be provided for in the Agreement with respect to amounts payable by the LD Subsidiary. (d) The Guarantor agrees that, except by the complete and irrevocable payment of all amounts payable by the LD Subsidiary under the Agreement, its obligations under this Guaranty shall be unconditional and this Guaranty shall not be subject to any defense of set-off, counterclaim, recoupment or termination or discharge whatsoever by reason of the invalidity, illegality Guarantor hereunder not constitute a fraudulent transfer or unenforceability of any obligations under this Guaranty or any other defense that constitutes a legal or equitable discharge or defense of a guarantor or surety in its capacity as such irrespective of the existence conveyance for purposes of any bankruptcy, insolvency, reorganization concurso mercantile, reorganization, liquidation or similar proceedings involving foreign, federal or state law to the LD Subsidiary or by any other circumstance, including, without limitation (i) assertions of amendment, waivers or forbearance affecting extent applicable to this Guaranty and the Agreement or the related collateral; (ii) the LD Subsidiary’s lack of authorization to enter into the Agreement or its disability or bankruptcy; (iii) incomplete performance obligations of the Agreement; (iv) delay by Guarantor hereunder. To effectuate the Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantor. (e) If at any time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary or the Guarantor or otherwise, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made. (f) So long as any amount payable by the LD Subsidiary in connection with the Agreement is overdue and unpaidforegoing intention, the Guarantor shall not exercise any right and, by their acceptance of subrogation. If at any time when any amount is overdue and unpaid the Guarantor receives any amount as a result benefits of any action against this Guaranty, the LD Subsidiary or any Beneficiary hereby irrevocably agrees that the obligations of its property or assets or otherwise for or on account of any payment made by the Guarantor under this Guaranty, the Guarantor Guaranty at any time shall forthwith pay that amount received by it, be limited to the extent necessary to satisfy any maximum amount as will result in such amount overdue and unpaid, to the Beneficiary, to be credited and applied against the amount so payable by the LD Subsidiary and until payment is made to the Beneficiary the Guarantor shall hold such amounts in trust for the Beneficiaryobligations not constituting a fraudulent transfer or conveyance. (g) If the LD Subsidiary merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist, the Guarantor shall nonetheless continue to be liable for the payment of all amounts payable by the LD Subsidiary under the Agreement to the extent such amounts are not paid when due by the LD Subsidiary.

Guaranty. To induce the Guaranteed Party to enter into an Agreement and Plan of Merger, dated as of the date hereof (aas amended, amended and restated, supplemented or otherwise modified from time to time, the “Merger Agreement”; capitalized terms used but not defined herein shall have the meanings given to such terms in the Merger Agreement) The Guarantor among Expedition Holding Company, Inc., a Delaware corporation (“Parent”), Expedition Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and the Guaranteed Party, pursuant to which Merger Sub will merge with and into the Guaranteed Party (the “Merger”), each Guarantor, intending to be legally bound, hereby (i) fullyabsolutely, irrevocably and unconditionally unconditionally, severally but not jointly, guarantees to the Guaranteed Party up to such Guarantor’s respective percentage as set forth opposite its name in Annex 1 (for each such Guarantor, its “Guaranteed Percentage”) the due and punctual payment of any performance and all obligations discharge of the LD Subsidiary owed obligation of Parent to pay to the Beneficiary under Guaranteed Party the Agreement and Parent Termination Fee and/or the Damages Remedy (ii) acknowledges that any and all amounts payable by the Guarantor hereunder shall be pari passu with all other senior unsecured debt of the Guarantor. (b) This is a continuing Guaranty and a guaranty of payment (not merely of collection)following, and it shall remain in full force and effect until all amounts payable by the LD Subsidiary to the Beneficiary under the Agreement have been validly, finally and irrevocably paid in full and shall not be affected in any way by the absence of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entity. (c) The Guarantor hereby agrees that it shall not be necessary, as a condition precedent to enforcement of this Guaranty, that a suit first be instituted against the LD Subsidiary or that any rights or remedies first be exhausted against the LD Subsidiary and the Guarantor hereby waives diligence, presentment, demand on the LD Subsidiary for payment or otherwise, filing of claims, requirement of a prior proceeding against the LD Subsidiary and protest or notice, except as may be provided for in the Agreement with respect to the Damages Remedy, a final, non-appealable order or settlement), as the case may be, and/or any amounts under Section 5.5(b) and Section 7.3(d) of the Merger Agreement, if, as and when such obligations become payable by the LD Subsidiary. (d) The Guarantor agrees that, except by the complete and irrevocable payment of all amounts payable by the LD Subsidiary under the AgreementMerger Agreement (the “Guaranteed Obligations”). In no event shall a Guarantor’s liability in respect of the Guaranteed Obligations exceed such Guarantor’s Guaranteed Percentage of the Guaranteed Obligations (such limitation on the liability each Guarantor may have for its Guaranteed Percentage of the Guaranteed Obligations being herein referred to as such Guarantor’s “Cap”), its obligations under it being understood that this Limited Guaranty shall be unconditional and this Guaranty shall may not be subject enforced against any Guarantor without giving effect to any defense of set-off, counterclaim, recoupment or termination or discharge whatsoever by reason of the invalidity, illegality or unenforceability of any obligations under this Guaranty or any other defense that constitutes a legal or equitable discharge or defense of a guarantor or surety in its capacity as such irrespective of the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the LD Subsidiary or by any other circumstance, including, without limitation Guarantor’s Cap (i) assertions of amendment, waivers or forbearance affecting the Agreement or the related collateral; (ii) the LD Subsidiary’s lack of authorization to enter into the Agreement or its disability or bankruptcy; (iii) incomplete performance of the Agreement; (iv) delay by the Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant and to the Guarantor; provisions of Sections 7 and (vi) failure to notify the Guarantor. (e) If at any time payment under the Agreement is rescinded or must 8 hereof). This Limited Guaranty may be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary or the Guarantor or otherwise, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made. (f) So long as any amount payable by the LD Subsidiary in connection with the Agreement is overdue and unpaid, the Guarantor shall not exercise any right of subrogation. If at any time when any amount is overdue and unpaid the Guarantor receives any amount as a result of any action against the LD Subsidiary or any of its property or assets or otherwise for or on account of any payment made by the Guarantor under this Guaranty, the Guarantor shall forthwith pay that amount received by it, to the extent necessary to satisfy any such amount overdue and unpaid, to the Beneficiary, to be credited and applied against the amount so payable by the LD Subsidiary and until payment is made to the Beneficiary the Guarantor shall hold such amounts in trust for the Beneficiary. (g) If the LD Subsidiary merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist, the Guarantor shall nonetheless continue to be liable enforced for the payment of money only. All payments hereunder shall be made in lawful money of the United States, in immediately available funds. Each Guarantor promises and undertakes to make all amounts payable payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind, except as expressly provided in this Limited Guaranty. Each Guarantor acknowledges that the Guaranteed Party entered into the transactions contemplated by the LD Subsidiary under Merger Agreement in reliance upon the Agreement execution of this Limited Guaranty. If Parent fails to discharge its Guaranteed Obligations when due, then each Guarantor’s liabilities to the extent Guaranteed Party hereunder in respect of such amounts are not paid when Guaranteed Obligations shall, upon the Guaranteed Party’s demand, become immediately due by and payable (up to each Guarantor’s Cap), and the LD SubsidiaryGuaranteed Party may at any time and from time to time, at the Guaranteed Party’s option, and so long as Parent has failed to discharge any of its Guaranteed Obligations, take any and all actions available hereunder to collect any Guarantor’s liabilities hereunder in respect of such Guaranteed Obligations, subject to such Guarantor’s Cap.

Guaranty. (a) The Guarantor hereby unconditionally and irrevocably guarantees to HRP the prompt and complete payment and performance by the GranCare Companies (i) fullyand each of them), irrevocably and unconditionally guarantees when due (whether at stated maturity, by acceleration or otherwise), of the due and punctual payment of Obligations. The Guarantor further agrees to pay any and all obligations expenses (including, without limitation, all reasonable fees and disbursements of the LD Subsidiary owed counsel to the Beneficiary HRP) which may be paid or incurred by HRP in enforcing, or obtaining advice of counsel in respect of, any of its rights under the Agreement and (ii) acknowledges that any and all amounts payable by the Guarantor hereunder shall be pari passu with all other senior unsecured debt of the Guarantor. (b) this Guaranty. This Guaranty is a continuing Guaranty and a guaranty of payment and not of collectibility and is absolute and in no way conditional or contingent. The Guarantor's liability hereunder is direct and unconditional and may be enforced after nonpayment or nonperformance by any GranCare Company of any Obligation without requiring HRP to resort to any other Person (not merely of collection)including without limitation such GranCare Company) or any other right, and it remedy or collateral. This Guaranty shall remain in full force and effect until all amounts the Obligations are paid in full. Notwithstanding the aggregate amount of the Obligations at any time or from time to time payable or to be payable by the LD Subsidiary GranCare Companies to HRP, the Beneficiary liability of the Guarantor to HRP under this Section 2 shall not exceed the Agreement have been validlyprincipal sum of Fifteen Million Dollars ($15,000,000) in the aggregate less amounts paid by the Guarantor hereunder in respect of such principal sum; provided that whenever, finally at any time, or from time to time, Guarantor shall make any payment to HRP on account of its liability hereunder, it will notify HRP in writing that such payment is made under this Guaranty for such purpose. The Guarantor agrees that the Obligations may at any time and irrevocably from time to time exceed the amount of the liability of the Guarantor hereunder without impairing this Guaranty or affecting the rights and remedies of HRP hereunder. No payment or payments made by any GranCare Company or any other Person or received or collected by HRP from any GranCare Company 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 Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantor hereunder which shall, notwithstanding any such payment or payments, remain liable for the amount of the Obligations until the Obligations are paid in full and shall not be affected (but subject as provided in any way by the absence of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entitythis paragraph). (c) The Guarantor hereby agrees that it shall not be necessary, as a condition precedent to enforcement of this Guaranty, that a suit first be instituted against the LD Subsidiary or that any rights or remedies first be exhausted against the LD Subsidiary and the Guarantor hereby waives diligence, presentment, demand on the LD Subsidiary for payment or otherwise, filing of claims, requirement of a prior proceeding against the LD Subsidiary and protest or notice, except as may be provided for in the Agreement with respect to amounts payable by the LD Subsidiary. (d) The Guarantor agrees that, except by the complete and irrevocable payment of all amounts payable by the LD Subsidiary under the Agreement, its obligations under this Guaranty shall be unconditional and this Guaranty shall not be subject to any defense of set-off, counterclaim, recoupment or termination or discharge whatsoever by reason of the invalidity, illegality or unenforceability of any obligations under this Guaranty or any other defense that constitutes a legal or equitable discharge or defense of a guarantor or surety in its capacity as such irrespective of the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the LD Subsidiary or by any other circumstance, including, without limitation (i) assertions of amendment, waivers or forbearance affecting the Agreement or the related collateral; (ii) the LD Subsidiary’s lack of authorization to enter into the Agreement or its disability or bankruptcy; (iii) incomplete performance of the Agreement; (iv) delay by the Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantor. (e) If at any time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary or the Guarantor or otherwise, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made. (f) So long as any amount payable by the LD Subsidiary in connection with the Agreement is overdue and unpaid, the Guarantor shall not exercise any right of subrogation. If at any time when any amount is overdue and unpaid the Guarantor receives any amount as a result of any action against the LD Subsidiary or any of its property or assets or otherwise for or on account of any payment made by the Guarantor under this Guaranty, the Guarantor shall forthwith pay that amount received by it, to the extent necessary to satisfy any such amount overdue and unpaid, to the Beneficiary, to be credited and applied against the amount so payable by the LD Subsidiary and until payment is made to the Beneficiary the Guarantor shall hold such amounts in trust for the Beneficiary. (g) If the LD Subsidiary merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist, the Guarantor shall nonetheless continue to be liable for the payment of all amounts payable by the LD Subsidiary under the Agreement to the extent such amounts are not paid when due by the LD Subsidiary.

Guaranty. Guarantor, as primary obligor and not merely as a surety, hereby absolutely and irrevocably guarantees to Beneficiary the punctual payment and performance when due of the Guaranteed Obligations (a) The Guarantor hereby as hereinafter defined). As used herein, “Guaranteed Obligations” means, collectively, (i) fully, irrevocably and unconditionally guarantees the due and punctual payment of any and all obligations of the LD Subsidiary owed to the Beneficiary under the Agreement and (ii) acknowledges that any and all amounts payable by the Guarantor hereunder shall be pari passu with all other senior unsecured debt of the Guarantor. (b) This is a continuing Guaranty and a guaranty of payment (not merely of collection), and it shall remain in full force and effect until all amounts payable by the LD Subsidiary to the Beneficiary under the Agreement have been validly, finally and irrevocably paid in full and shall not be affected in any way by the absence of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entity. (c) The Guarantor hereby agrees that it shall not be necessary, as a condition precedent to enforcement of this Guaranty, that a suit first be instituted against the LD Subsidiary or that any rights or remedies first be exhausted against the LD Subsidiary and the Guarantor hereby waives diligence, presentment, demand on the LD Subsidiary for payment or otherwise, filing of claims, requirement of a prior proceeding against the LD Subsidiary and protest or notice, except as may be provided for in the Agreement with respect to amounts payable by the LD Subsidiary. (d) The Guarantor agrees that, except by the complete and irrevocable prompt payment of all amounts amounts, capital contributions, sums and charges payable by the LD Subsidiary Guarantor-Affiliated Member under the Limited Liability Company Agreement, its obligations under this Guaranty shall be unconditional and this Guaranty shall not be subject to any defense of set-off, counterclaim, recoupment or termination or discharge whatsoever by reason of the invalidity, illegality or unenforceability of any obligations under this Guaranty or any other defense that constitutes a legal or equitable discharge or defense of a guarantor or surety in its capacity as such irrespective of the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the LD Subsidiary or by any other circumstance, including, without limitation (i) assertions limitation, all obligations of amendmentGuarantor-Affiliated Member to make Guaranty Equalization Payments and all indemnification obligations of Guarantor-Affiliated Member under the Limited Liability Company Agreement, waivers or forbearance affecting the Agreement or the related collateral; (ii) the LD Subsidiary’s lack full and punctual performance and observance of authorization all the terms, covenants and conditions provided to enter into be performed, observed and complied with by Guarantor-Affiliated Member under the Agreement Limited Liability Company Agreement, or its disability provided to be performed, observed and complied with by Guarantor-Affiliated Member or bankruptcy; an affiliate or designee thereof (each, individually and collectively, “Obligor”) under any assumption agreement or other instrument delivered by it pursuant to the Limited Liability Company Agreement, whether in respect of any Office Lease or otherwise, and (iii) incomplete performance the full and prompt payment of the Agreement; (iv) delay by the Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; all damages, costs and (vi) failure to notify the Guarantor. (e) If expenses which shall at any time payment be recoverable by Creditor Member from Guarantor-Affiliated Member or any other Obligor by virtue of or under the Limited Liability Company Agreement is rescinded or must be otherwise restored under any assumption agreement or returned upon other instrument delivered by it pursuant to the insolvencyLimited Liability Company Agreement, bankruptcy or reorganization of the LD Subsidiary or the Guarantor or otherwiseincluding, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made. (f) So long as any amount payable by the LD Subsidiary in connection with the Agreement is overdue and unpaidwithout limitation, the Guarantor shall not exercise any right of subrogation. If at any time when any amount is overdue and unpaid the Guarantor receives any amount as a result of any action against the LD Subsidiary or any of its property or assets or otherwise for or on account of any payment representations or warranties made by the Guarantor-Affiliated Member thereunder. Guarantor further agrees to pay all Enforcement Costs (as hereinafter defined), in addition to all other amounts due hereunder. Any amounts owed under this GuarantyGuaranty (that are not accruing interest under the Limited Liability Company Agreement) which are not timely made by Guarantor in accordance with the terms of this Guaranty shall bear interest from the date payable at the rate of fifteen percent (15%) per annum until all such amounts are fully paid. Notwithstanding anything to the contrary herein, (x) Guarantor shall have all of the same rights, remedies and defenses as Guarantor-Affiliated Member, including, without limitation, the Guarantor shall forthwith pay that amount received by itright to exercise the dispute resolution procedures under and in accordance with the terms of the Limited Liability Company Agreement, to the extent necessary to satisfy any such amount overdue and unpaid, to the Beneficiary, to be credited and applied against the amount so payable by the LD Subsidiary and until payment is made to the Beneficiary the Guarantor shall hold such amounts in trust for the Beneficiary. (gy) If the LD Subsidiary merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist, the Guarantor shall nonetheless continue to be liable for other than the payment of all amounts payable by the LD Subsidiary Enforcement Costs, Guarantor shall have no greater liability than Guarantor-Affiliated Member or other Obligor under the Limited Liability Company Agreement or with respect to the extent such amounts are not paid when due any assumption agreement or instrument delivered by the LD Subsidiaryit pursuant thereto.

Guaranty. (a) The Each Guarantor jointly and severally hereby unconditionally and irrevocably (i) fully, irrevocably and unconditionally guarantees the full and prompt payment and performance when due of all now existing and punctual payment of any and all obligations of the LD Subsidiary owed to the Beneficiary under the Agreement hereafter arising Obligations, and (ii) acknowledges that agrees to pay any and all amounts payable costs, fees and expenses (including in-house and external attorneys’ fees and expenses (but, in the case of in-house counsels’ fees and expenses, without duplication of work performed by outside counsel)) reasonably incurred by Lender Parties in enforcing the Guarantor hereunder Guaranty set forth in this Article XIV (collectively, the “Guaranteed Obligations”). This Guaranty is a continuing guaranty of payment and performance when due and not of collection which shall not be pari passu with discharged until all other senior unsecured debt of the GuarantorGuaranteed Obligations are indefeasibly paid in cash and performed in full and this Agreement is terminated. (b) This Each Guarantor jointly and severally hereby unconditionally and irrevocably (i) guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any Applicable Law now or hereafter in effect in any jurisdiction affecting any such terms or the rights of any Lender Party, and (ii) waives any rights and defenses it may now or hereafter have. The obligations of each Guarantor under this Article XIV are independent of the Guaranteed Obligations, and Agent may enforce the this Article XIV independently as to each Guarantor and/or each remedy, Collateral or other security Agent may at any time have, without first proceeding against or joining any other Person, Collateral or other security for the Guaranteed Obligations. A separate action or actions may be brought and prosecuted against each Guarantor to enforce such obligations, irrespective of whether any action is brought against any other Credit Party or whether any other Credit Party is joined in any such action or actions. Lender Parties shall be under no obligation to marshal any assets in favor of any Guarantor or to proceed against or exhaust any Collateral before proceeding against any Guarantor. Each Guarantor agrees that it may be joined as a continuing Guaranty party defendant in any legal proceeding instituted by any Lender Party against any other Credit Party. The obligations of each Guarantor under this Article XIV shall extend to all amounts that constitute part of the Guaranteed Obligations and a guaranty would be owed by any Credit Party to Lender Parties under any Loan Document but for, and shall be unaffected by, any of the following: (i) lack of genuineness, validity, regularity or enforceability of any of the Obligations or Loan Document; (ii) change in the time, manner or place of payment (not merely of collection)of, and it shall remain in full force and effect until all amounts payable by the LD Subsidiary to the Beneficiary under the Agreement have been validly, finally and irrevocably paid in full and shall not be affected or in any way other term of, all or any of the Guaranteed Obligations, or any rescission, amendment or modification to, or waiver or compromise or acceleration of or any consent with respect to, any of the Guaranteed Obligations or any Loan Document or any other guaranty or the failure to obtain the consent or any Guarantor or other Person with respect thereto; (iii) the existence, value or condition of, or the failure by any Lender Party to perfect and maintain any Lien in, or to preserve any rights to, or the absence release or foreclosure of, any Collateral or other security for the Obligations; (iv) the change, restructuring, dissolution or termination of the structure or existence of any Credit Party or the insolvency or bankruptcy of any Credit Party under any Debtor Relief Law; (v) any action taken or omitted by any Lender Party or any failure of any Lender Party to obtain those amounts from the LD Subsidiary assert any claim or demand or to enforce any right or remedy against any Credit Party or any other guarantor; or (vi) other action or circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender Parties that might otherwise constitute a defense available to, or a legal or equitable discharge of, any co-obligor, Credit Party or any other guarantor or surety or to proceed against any (other security provided by than actual indefeasible payment of the LD Subsidiary or any other person or entityObligations in full in cash). (c) The Each Guarantor hereby acknowledges and agrees that (i) it shall will receive substantial direct and indirect benefits from the financing arrangements contemplated in this Agreement which would not be necessaryhave been available to the Credit Parties except upon the joint and several basis set forth herein and with the Guaranty provided in this Article XIV, as a condition precedent to enforcement of this Guaranty, that a suit first be instituted against the LD Subsidiary and (ii) Lender Parties have made no representation or that any rights or remedies first be exhausted against the LD Subsidiary and the Guarantor hereby waives diligence, presentment, demand on the LD Subsidiary for payment or otherwise, filing of claims, requirement of a prior proceeding against the LD Subsidiary and protest or notice, except as may be provided for in the Agreement warranty with respect to amounts payable by validity, genuineness, regularity, or enforceability of any of the LD Subsidiary. (d) The Guarantor agrees thatLoan Documents, except by the complete and irrevocable payment of all amounts payable by the LD Subsidiary under the Agreement, its obligations under this Guaranty shall be unconditional and this Guaranty shall not be subject have no duty or responsibility whatsoever to any defense of set-off, counterclaim, recoupment or termination or discharge whatsoever by reason Guarantor in respect to the management and maintenance of the invalidity, illegality or unenforceability of any obligations under this Guaranty Guaranteed Obligations or any other defense that constitutes a legal or equitable discharge or defense of a guarantor or surety in its capacity as such irrespective of the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the LD Subsidiary or by any other circumstance, including, without limitation (i) assertions of amendment, waivers or forbearance affecting the Agreement or the related collateral; (ii) the LD Subsidiary’s lack of authorization to enter into the Agreement or its disability or bankruptcy; (iii) incomplete performance of the Agreement; (iv) delay by the Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the GuarantorCollateral. (e) If at any time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary or the Guarantor or otherwise, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made. (f) So long as any amount payable by the LD Subsidiary in connection with the Agreement is overdue and unpaid, the Guarantor shall not exercise any right of subrogation. If at any time when any amount is overdue and unpaid the Guarantor receives any amount as a result of any action against the LD Subsidiary or any of its property or assets or otherwise for or on account of any payment made by the Guarantor under this Guaranty, the Guarantor shall forthwith pay that amount received by it, to the extent necessary to satisfy any such amount overdue and unpaid, to the Beneficiary, to be credited and applied against the amount so payable by the LD Subsidiary and until payment is made to the Beneficiary the Guarantor shall hold such amounts in trust for the Beneficiary. (g) If the LD Subsidiary merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist, the Guarantor shall nonetheless continue to be liable for the payment of all amounts payable by the LD Subsidiary under the Agreement to the extent such amounts are not paid when due by the LD Subsidiary.

Guaranty. (a) The Each Guarantor hereby who accedes to this Agreement as a Guarantor after the date hereof, hereby, jointly and severally, unconditionally and irrevocably (i) fullyuntil the Outstanding Amount has been paid in full), irrevocably guarantees to the Lender, the payment and unconditionally guarantees the due and punctual payment of any and all obligations performance of the LD Subsidiary owed to the Beneficiary under the Agreement and (ii) acknowledges that any and all amounts payable Outstanding Amount by the Borrower when due. This guaranty is a guaranty of the Outstanding Amount and not a guaranty of collection. In furtherance of the foregoing, and without limiting the generality thereof, each Guarantor agrees that each Guarantor’s liability hereunder shall be pari passu with the immediate, direct, and primary obligation of such Guarantor and shall not be contingent upon the Lender’s exercise or enforcement of any remedy it or they may have against the Borrower, any other Guarantor, or all other senior unsecured debt or any portion of the GuarantorCollateral, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Lender in accordance with the terms thereof except as otherwise provided in the Loan Documents. Each Lender, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral and of the guarantees of the Outstanding Amount provided by the Guarantors under this Agreement, to have agreed to the foregoing provisions. (b) This is a continuing Guaranty Notwithstanding anything herein or in any other Loan Document to the contrary, the maximum liability of each Guarantor hereunder and a under the other Loan Documents shall not exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors or any applicable laws relating to corporate law, fraudulent conveyance or fraudulent transfers. (c) Each Guarantor agrees that its obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guaranty contained in this Section 1 or affecting the rights and remedies of payment the Lender hereunder. (not merely of collection), and it d) The guaranty contained in this Section 1 shall remain in full force and effect until all amounts payable by the LD Subsidiary to the Beneficiary under the Agreement have Outstanding Amount has been validly, finally and irrevocably paid in full and shall not be affected in any way by the absence of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entityfull. (c) The Guarantor hereby agrees that it shall not be necessary, as a condition precedent to enforcement of this Guaranty, that a suit first be instituted against the LD Subsidiary or that any rights or remedies first be exhausted against the LD Subsidiary and the Guarantor hereby waives diligence, presentment, demand on the LD Subsidiary for payment or otherwise, filing of claims, requirement of a prior proceeding against the LD Subsidiary and protest or notice, except as may be provided for in the Agreement with respect to amounts payable by the LD Subsidiary. (d) The Guarantor agrees that, except by the complete and irrevocable payment of all amounts payable by the LD Subsidiary under the Agreement, its obligations under this Guaranty shall be unconditional and this Guaranty shall not be subject to any defense of set-off, counterclaim, recoupment or termination or discharge whatsoever by reason of the invalidity, illegality or unenforceability of any obligations under this Guaranty or any other defense that constitutes a legal or equitable discharge or defense of a guarantor or surety in its capacity as such irrespective of the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the LD Subsidiary or by any other circumstance, including, without limitation (i) assertions of amendment, waivers or forbearance affecting the Agreement or the related collateral; (ii) the LD Subsidiary’s lack of authorization to enter into the Agreement or its disability or bankruptcy; (iii) incomplete performance of the Agreement; (iv) delay by the Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantor. (e) If at any time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary or the Guarantor or otherwise, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made. (f) So long as any amount payable by the LD Subsidiary in connection with the Agreement is overdue and unpaid, the Guarantor shall not exercise any right of subrogation. If at any time when any amount is overdue and unpaid the Guarantor receives any amount as a result of any action against the LD Subsidiary or any of its property or assets or otherwise for or on account of any payment made by the Guarantor under this Guaranty, the Guarantor shall forthwith pay that amount received by it, to the extent necessary to satisfy any such amount overdue and unpaid, to the Beneficiary, to be credited and applied against the amount so payable by the LD Subsidiary and until payment is made to the Beneficiary the Guarantor shall hold such amounts in trust for the Beneficiary. (g) If the LD Subsidiary merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist, the Guarantor shall nonetheless continue to be liable for the payment of all amounts payable by the LD Subsidiary under the Agreement to the extent such amounts are not paid when due by the LD Subsidiary.

Guaranty. (a) The Guarantor To induce the Company to enter into this Agreement, SMP, intending to be legally bound, hereby (i) fullyabsolutely, irrevocably and unconditionally guarantees guarantees, as primary obligor and not merely as surety, to the Company the due and punctual payment of any and all obligations of the LD Subsidiary owed to the Beneficiary under the Agreement and (ii) acknowledges that any and all amounts payable by from Parent or Merger Sub under this Agreement, in each case, as and when due (collectively, the Guarantor hereunder shall be pari passu with all other senior unsecured debt of the Guarantor. (b) This is a continuing Guaranty and a guaranty of payment (not merely of collection“Guaranteed Obligations”), whether now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, and it shall however arising under this Agreement. This guarantee may not be revoked or terminated and will remain in full force and effect without interruption and will be binding on SMP and its successors and assigns until all amounts payable by the LD Subsidiary to the Beneficiary under the Agreement Guaranteed Obligations have been validlysatisfied in full. (b) SMP promises and undertakes to make all payments hereunder without deduction or offset for any defense, finally and irrevocably paid in full and shall not be affected in any way by the absence claim, or counterclaim of SMP of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entitykind. (c) The Guarantor hereby agrees that it shall not be necessaryguarantee set forth in Section 9.12(a) (the “Guarantee”) is an absolute, as a condition precedent unconditional, irrevocable and continuing (irrespective of any modification, waiver, amendment, restatement or consent to enforcement departure from any terms of this Guaranty, Agreement that a suit first be instituted against the LD Subsidiary or that any rights or remedies first be exhausted against the LD Subsidiary and the Guarantor hereby waives diligence, presentment, demand on the LD Subsidiary for payment or otherwise, filing of claims, requirement of a prior proceeding against the LD Subsidiary and protest or notice, except as may be provided for agreed to by Parent or Merger Sub) guarantee of the full and punctual payment by Parent and Merger Sub of the Guaranteed Obligations and not of collection and is binding upon SMP and its successors and assigns, and SMP irrevocably waives any right to revoke the guarantee set forth in this Section 9.12 as to future transactions giving rise to any Guaranteed Obligations. Should Parent or Merger Sub default in the Agreement with respect payment of any of the Guaranteed Obligations, SMP’s obligations hereunder will become immediately due and payable in immediately available funds to amounts the Company or the Paying Agent or, to the extent such obligations become due and payable by after the LD SubsidiaryEffective Time, to the former holders of Certificates, Book-Entry Shares, Company Share Awards, or to the Company Indemnified Parties. Claims hereunder may be made on one or more occasions. (d) The Guarantor SMP agrees thatthat the Guaranteed Obligations will not be released or discharged, in whole or in part, or otherwise affected or impaired by (i) the failure or delay on the part of the Company to assert any claim or demand or to enforce any right or remedy against Parent or Merger Sub, except by to the complete and irrevocable extent Parent or Merger Sub successfully asserts rights as a result of such failure or delay that are not the subject of subclause (iv) of this Section 9.12(d); (ii) any renewal, extension, acceleration or other change in the time, place or manner of payment of all amounts payable by the LD Subsidiary Guaranteed Obligations or rescission, waiver, compromise, consolidation, subordination or other waiver, amendment or modification of any of the terms or provisions of this Agreement made in accordance with the terms of this Agreement; (iii) any change in the corporate existence, structure or ownership of Parent or Merger Sub; (iv) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent or Merger Sub; (v) any request or acceptance of other guaranties of the Guaranteed Obligations or the taking or holding of security for the payment of the Guaranteed Obligations; (vi) the enforcement or application of any security now or hereafter held in respect of the Guaranteed Obligations; (vii) the exercise of other rights or remedies available to the Company or the other beneficiaries, or any of them, under the this Agreement, at law or in equity, except to the extent Parent or Merger Sub successfully asserts rights as a result of such exercise that are not the subject of subclause (iv) of this Section 9.12(d); (viii) any breach of this Agreement by Parent, Merger Sub or, with respect to the provisions that SMP is expressly a party to for purposes of this Agreement, SMP; (ix) any lack of legality, validity or enforceability of the Guaranteed Obligations, this Agreement or any agreement or instrument relating thereto or referred to herein; or (x) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of SMP as an obligor in respect of the Guaranteed Obligations (in all cases other than payment in full of the Guaranteed Obligations, any insolvency, bankruptcy, reorganization or other similar proceeding affecting SMP or its obligations assets, and defenses to the payment of the Guaranteed Obligations that are available to Parent or Merger Sub under this Guaranty shall be unconditional and this Guaranty shall Agreement that are not be the subject to subclause (iv) of this Section 9.12(d)). SMP waives promptness, diligence, notice of the acceptance of the Guarantee and of the Guaranteed Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the Guaranteed Obligations incurred and all other notices of any kind, all defenses which may be available by virtue of any valuation, stay, statute of limitations, moratorium Law or other similar Law now or hereafter in effect, any right to require the marshalling of assets of Parent or Merger Sub or any other Person interested in the Transactions, any right to require the Company to proceed against Parent or Merger Sub or any other Person, any right to require the Company to proceed against or exhaust any security or pursue any other remedy, any defense of set-off, counterclaim, recoupment or termination or discharge whatsoever arising by reason of the invalidityincapacity, illegality or unenforceability lack of any obligations under this Guaranty authority or any disability or other defense of Parent or Merger Sub and all suretyship defenses generally (in all cases other than Fraud by the Company, payment in full of the Guaranteed Obligations, any principles or provisions of law, statutory or otherwise, that constitutes a are or might be in conflict with the terms of the guarantee set forth in this Section 9.12, any legal or equitable discharge or defense of a guarantor or surety in its capacity as such irrespective SMP’s obligations hereunder and defenses to the payment of the existence Guaranteed Obligations that are available to Parent or Merger Sub under this Agreement). SMP acknowledges that it has received and will receive substantial direct and indirect benefits from the Transactions and that the waivers set forth in this Section 9.12 are knowingly made in contemplation of any bankruptcy, insolvency, reorganization or similar proceedings involving the LD Subsidiary or by any other circumstance, including, without limitation (i) assertions of amendment, waivers or forbearance affecting the Agreement or the related collateral; (ii) the LD Subsidiary’s lack of authorization to enter into the Agreement or its disability or bankruptcy; (iii) incomplete performance of the Agreement; (iv) delay by the Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantorsuch benefits. (e) If No failure on the part of the Company to exercise, and no delay in exercising, any right, remedy or power pursuant to this Section 9.12 will operate as a waiver thereof, nor will any single or partial exercise by the Company of any right, remedy or power pursuant to this Section 9.12 preclude any other or future exercise of any right, remedy or power pursuant to this Section 9.12. Each and every right, remedy and power granted to the Company pursuant to this Section 9.12 or allowed it by Law or agreement with respect to this Section 9.12 will be cumulative and not exclusive of any other, and may be exercised by the Company at any time payment under the Agreement is rescinded or must be otherwise restored from time to time. The Company will not have any obligation to proceed at any time or returned upon the insolvencyin any manner against, bankruptcy exhaust any or reorganization all of the LD Subsidiary Company’s rights against Parent or Merger Sub prior to proceeding against SMP hereunder or resort to any security or other means of collecting payment. This Guarantee may only be amended by a writing signed and delivered by SMP and the Guarantor or otherwise, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being madeCompany. (f) So long as SMP hereby represents and warrants to the Company and covenants that: (i) the execution, delivery and performance of this Agreement has been duly authorized by all necessary action, and no other proceedings on the part of SMP or its stockholders are necessary to authorize this Agreement, and do not contravene any amount payable by provision of SMP’s Organizational Documents or any Law or contractual restriction binding on SMP or its assets; (ii) this Agreement constitutes a legal, valid and binding obligation of SMP enforceable against SMP in accordance with its terms, subject to the LD Subsidiary in connection with the Agreement is overdue and unpaid, the Guarantor shall not exercise any right of subrogation. If at any time when any amount is overdue and unpaid the Guarantor receives any amount as a result effect of any action against the LD Subsidiary applicable bankruptcy, insolvency (including all Laws relating to fraudulent transfers), reorganization, moratorium or any of its property or assets or otherwise for or on account of any payment made by the Guarantor under this Guaranty, the Guarantor shall forthwith pay that amount received by it, similar laws affecting creditors’ rights generally and subject to the extent necessary to satisfy effect of general principles of equity (regardless of whether considered in an Action at law or in equity); and (iii) SMP will not issue any such amount overdue and unpaid, to the Beneficiary, to be credited and applied against the amount so payable by the LD Subsidiary and until payment is made to the Beneficiary the Guarantor shall hold such amounts press release or other communication in trust for the Beneficiarycontravention of Section 6.07. (g) If In the LD Subsidiary merges event that all or consolidates with any portion of the Guaranteed Obligations is paid by Parent or into another entity, loses its separate legal identity or ceases to existMerger Sub, the Guarantor obligations of SMP hereunder will be reinstated in the event that all or any part of such payment(s) is rescinded or recovered directly or indirectly from the Company or any other beneficiary as a preference, fraudulent transfer or otherwise, and any such payments that are so rescinded or recovered shall nonetheless continue to be liable for the payment constitute Guaranteed Obligations. (h) Nothing in this Section 9.12 will waive any defenses, counterclaims, or rights of all amounts payable by the LD Subsidiary setoff that Parent or Merger Sub may have under the this Agreement to the extent such amounts are not paid when due by the LD Subsidiaryor applicable Law.

Guaranty. Guarantor hereby absolutely, unconditionally and irrevocably guarantees to the Beneficiary, for the benefit of the Beneficiary the performance of each and every obligation of the Developer under the LDDA, as modified or amended in accordance with its terms, with respect to the development of the Project. Without limiting the generality of the foregoing, Guarantor guarantees that (a) The Guarantor hereby the Project shall be constructed and completed in accordance with the Final Construction Plans approved by the City, as modified or amended in accordance with the terms of the LDDA, (ib) fullyconstruction of the Project shall be commenced and completed within the time limits set forth in the LDDA, irrevocably as modified or amended in accordance with the terms of the LDDA, and unconditionally guarantees (c) the due Property and punctual payment the Improvements shall be and remain free and clear of any and all mechanics’ and materialmen’s liens of persons or entities furnishing materials, labor or services in constructing or completing the Improvements. Guarantor agrees that Beneficiary shall be entitled to exercise against Guarantor all rights and remedies available to Beneficiary against the Developer under the LDDA, provided, however, that notwithstanding anything to the contrary herein, Guarantor’s obligations under the LDDA, including the obligations under this Guaranty, shall automatically and completely terminate following: (A) the issuance of the LD Subsidiary owed Certificate of Completion for the Project as described in the LDDA, except to the Beneficiary under the Agreement extent of: (1) any Deferred Items; and (ii2) acknowledges that any and all amounts payable claims made by Beneficiary against Guarantor under this Guaranty prior to the Guarantor hereunder shall be pari passu with all other senior unsecured debt issuance of the Guarantor. Certificate of Completion; and (bB) This is a continuing Guaranty and a guaranty of payment (not merely of collection), and it shall remain in full force and effect until all amounts payable by the LD Subsidiary delivery to the Beneficiary under City of a copy of the Agreement have been validly, finally and irrevocably paid in full and shall not be affected in any way by final as-built plans for the absence of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entity. (c) Improvements. The Guarantor hereby agrees acknowledges that if it shall not be necessary, as a condition precedent fails to enforcement of this Guaranty, that a suit first be instituted against the LD Subsidiary or that any rights or remedies first be exhausted against the LD Subsidiary and the Guarantor hereby waives diligence, presentment, demand on the LD Subsidiary for payment or otherwise, filing of claims, requirement of a prior proceeding against the LD Subsidiary and protest or notice, except as may be provided for in the Agreement with respect to amounts payable by the LD Subsidiary. (d) The Guarantor agrees that, except by the complete and irrevocable payment of all amounts payable by the LD Subsidiary under the Agreement, perform its obligations under this Guaranty shall be unconditional and this Guaranty shall not be subject to any defense of set-off, counterclaim, recoupment or termination or discharge whatsoever by reason of the invalidity, illegality or unenforceability of any obligations under this Guaranty or any other defense that constitutes a legal or equitable discharge or defense of a guarantor or surety in its capacity as such irrespective of the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the LD Subsidiary or by any other circumstance, including, without limitation (i) assertions of amendment, waivers or forbearance affecting the Agreement or the related collateral; (ii) the LD Subsidiary’s lack of authorization to enter into the Agreement or its disability or bankruptcy; (iii) incomplete performance of the Agreement; (iv) delay by the Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantor. (e) If at any time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary or the Guarantor or otherwise, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made. (f) So long as any amount payable by the LD Subsidiary in connection with the Agreement is overdue and unpaid, the Guarantor shall not exercise any right of subrogation. If at any time when any amount is overdue and unpaid the Guarantor receives any amount as a result of any action against the LD Subsidiary or any of its property or assets or otherwise for or on account of any payment made by the Guarantor promptly under this Guaranty, the Beneficiary has the option, without any obligation to do so, and without affecting the liability of the Guarantor hereunder, to proceed to complete the Project or cause the completion of the Project; provided, however, that before proceeding to complete the Project, Guarantor shall forthwith pay that amount received by it, to be given prior written notice allowing Guarantor the extent necessary to satisfy any such amount overdue and unpaid, to the Beneficiary, to be credited and applied against the amount so payable by the LD Subsidiary and until payment is made to the Beneficiary the Guarantor shall hold such amounts in trust ability for the Beneficiary. (g) If the LD Subsidiary merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist, the Guarantor shall nonetheless continue to be liable for the payment a period of all amounts payable by the LD Subsidiary under the Agreement to the extent such amounts are not paid when due by the LD Subsidiary.thirty

Guaranty. (a) The For value received, Guarantor does hereby (i) fullyunconditionally, absolutely and irrevocably guarantee, as primary obligor and unconditionally guarantees not as a surety, to Buyer the due full, complete and punctual prompt payment by Seller of any and all amounts and payment obligations now or hereafter owing from Seller to Buyer under the ESSA, including, without limitation, compensation for penalties, the Termination Payment, indemnification payments or other damages, as and when required pursuant to the terms of the LD Subsidiary owed to ESSA (the Beneficiary under the Agreement and (ii) acknowledges that any and all amounts payable by the Guarantor hereunder shall be pari passu with all other senior unsecured debt of the Guarantor. (b) This is a continuing Guaranty and a guaranty of payment (not merely of collection“Guaranteed Amount”), and it shall remain in full force and effect until all amounts payable by the LD Subsidiary to the Beneficiary under the Agreement have been validly, finally and irrevocably paid in full and shall not be affected in any way by the absence of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entity. (c) The Guarantor hereby agrees that it shall not be necessary, as a condition precedent to enforcement of this Guarantyprovided, that a suit first be instituted against the LD Subsidiary Guarantor’s aggregate liability under or that any rights or remedies first be exhausted against the LD Subsidiary and the Guarantor hereby waives diligence, presentment, demand on the LD Subsidiary for payment or otherwise, filing arising out of claims, requirement of a prior proceeding against the LD Subsidiary and protest or notice, except as may be provided for in the Agreement with respect to amounts payable by the LD Subsidiary. (d) The Guarantor agrees that, except by the complete and irrevocable payment of all amounts payable by the LD Subsidiary under the Agreement, its obligations under this Guaranty shall be unconditional and this Guaranty shall not be subject to exceed ________ Dollars ($___________). The Parties understand and agree that any defense payment by Guarantor or Seller of set-off, counterclaim, recoupment or termination or discharge whatsoever by reason any portion of the invalidityGuaranteed Amount shall thereafter reduce Guarantor’s maximum aggregate liability hereunder on a dollar-for-dollar basis. This Guaranty is an irrevocable, illegality or unenforceability absolute, unconditional and continuing guarantee of the full and punctual payment and performance, and not of collection, of the Guaranteed Amount and, except as otherwise expressly addressed herein, is in no way conditioned upon any obligations under this Guaranty requirement that Buyer first attempt to collect the payment of the Guaranteed Amount from Seller, any other guarantor of the Guaranteed Amount or any other defense that constitutes a legal Person or equitable discharge entity or defense resort to any other means of a guarantor or surety in its capacity as such irrespective obtaining payment of the existence of Guaranteed Amount. In the event Seller shall fail to duly, completely or punctually pay any bankruptcy, insolvency, reorganization or similar proceedings involving the LD Subsidiary or by any other circumstance, including, without limitation (i) assertions of amendment, waivers or forbearance affecting the Agreement or the related collateral; (ii) the LD Subsidiary’s lack of authorization to enter into the Agreement or its disability or bankruptcy; (iii) incomplete performance of the Agreement; (iv) delay by the Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant Guaranteed Amount as required pursuant to the Guarantor; and (vi) failure to notify the Guarantor. (e) If at any time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvencyESSA, bankruptcy or reorganization of the LD Subsidiary or the Guarantor or otherwise, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made. (f) So long as any amount payable by the LD Subsidiary in connection with the Agreement is overdue and unpaid, the Guarantor shall not exercise any right of subrogation. If at any time when any amount is overdue and unpaid the Guarantor receives any promptly pay such amount as a result of any action against the LD Subsidiary or any of its property or assets or otherwise for or on account of any payment made by the Guarantor under this Guaranty, the Guarantor shall forthwith pay that amount received by it, to the extent necessary to satisfy any such amount overdue and unpaid, to the Beneficiary, to be credited and applied against the amount so payable by the LD Subsidiary and until payment is made to the Beneficiary the Guarantor shall hold such amounts in trust for the Beneficiaryrequired herein. (g) If the LD Subsidiary merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist, the Guarantor shall nonetheless continue to be liable for the payment of all amounts payable by the LD Subsidiary under the Agreement to the extent such amounts are not paid when due by the LD Subsidiary.

Guaranty. (a) Each Guarantor unconditionally and irrevocably guaranties to Marriott that if MVW fails for any reason to perform when due any of its respective obligations to Marriott under this Agreement (the “Obligations”) within the time specified therein, it will without any demand or notice whatsoever promptly pay or perform such Obligations (the “Guaranty”). The Guarantor hereby Guarantors acknowledge that the Guaranty is a continuing guaranty and may not be revoked and shall not otherwise terminate unless this (i) fully, irrevocably and unconditionally guarantees the due and punctual payment of any and all obligations of the LD Subsidiary owed to the Beneficiary under the Agreement has terminated or expired in accordance with Section 11 and (ii) acknowledges all amounts owing to Marriott by MVW and the Guarantors pursuant to the Obligations have been paid in full. The liability of each Guarantor hereunder is independent of and not in consideration of or contingent upon the liability of MVW or any other Guarantor and a separate action or actions may be brought and prosecuted against any Guarantor, whether or not any action is brought or prosecuted against MVW or any other Guarantor or whether MVW or any other Guarantor is joined in any such action or actions. The Guaranty shall be construed as a continuing, absolute and unconditional guaranty both of performance and of payment (and not merely of collection) without regard to: (i) any modification, amendment or variation in or addition to the terms of any of the Obligations or any covenants in respect thereof or any security therefor, (ii) any extension of time for performance or waiver of performance of any covenant of MVW or any other Guarantor or any failure or omission to enforce any right with regard to or any other indulgence with respect to any of the Obligations, (iii) any exchange, surrender, release of any other guaranty of or security for any of the Obligations or (iv) any bankruptcy, insolvency, reorganization, or proceeding involving or affecting MVW or any other Guarantor, it being the Guarantor’s intent that the Guarantor’s obligations hereunder shall be absolute and unconditional under any and all amounts payable by the Guarantor hereunder shall be pari passu with all other senior unsecured debt of the Guarantorcircumstances. (b) This is a continuing Guaranty and a guaranty of payment (not merely of collection)Each Guarantor hereby expressly waives diligence, presentment, demand, protest, and it shall remain in full force all notices whatsoever with regard to any of the Obligations and effect until all amounts payable by any requirement that Marriott exhaust any right, power or remedy or proceed against the LD Subsidiary to the Beneficiary under the Agreement have been validly, finally and irrevocably paid in full and shall not be affected in any way by the absence of any action to obtain those amounts from the LD Subsidiary MVW or any other guarantor Guarantor of or surety any security for any of the Obligations. Each and every default in payment or performance by MVW of any of the Obligations shall give rise to proceed a separate cause of action hereunder and separate suits may be brought hereunder against any other security provided by Guarantor as each cause of action arises. Notwithstanding the LD Subsidiary foregoing, MII hereby acknowledges and agrees that the Guarantors do not waive any defense that an Obligation has already been paid, already been performed, is not due or yet due, or is subject to offset under the terms of this Agreement. For the avoidance of doubt, nothing herein shall obligate any other person Guarantor to make any payment which is illegal for such Guarantor to have made under any Applicable Law now or entityhereafter in effect in any jurisdiction applicable to such Guarantor. (c) The It being understood that the intent of Marriott is to obtain a guaranty from each Guarantor, and the intent of each Guarantor is to incur guaranty obligations, in an amount no greater than the largest amount that would not render such obligations subject to avoidance under Section 548 of the Bankruptcy Code or any applicable state law relating to fraudulent conveyances or fraudulent transfers, it is hereby agrees that it agreed that: (i) if (A) the sum of the obligations of the Guarantors hereunder (the “Guarantor Obligations”) exceeds (B) the sum (such sum, the “Total Available Net Assets”) of the Maximum Available Net Assets of the Guarantors and MVWC, in the aggregate, then the Guarantor Obligations of each Guarantor shall not be necessarylimited to the greater of (x) the Total Available Net Assets and (y) the value received by such Guarantor in connection with the incurrence of the Guarantor Obligations to the greatest extent such value can be determined; and (ii) if, as a condition precedent to enforcement but for the operation of this Guarantyclause (ii) and notwithstanding clause (i) above, that a suit first the Guarantor Obligations of any Guarantor hereunder otherwise would be instituted against subject to avoidance under Section 548 of the LD Subsidiary Bankruptcy Code or that any applicable state law relating to fraudulent conveyances or fraudulent transfers, taking into consideration such Guarantor’s (A) rights or remedies first be exhausted against the LD Subsidiary of contribution, reimbursement and indemnity from MVWC and the Guarantor hereby waives diligence, presentment, demand on the LD Subsidiary for payment or otherwise, filing of claims, requirement of a prior proceeding against the LD Subsidiary and protest or notice, except as may be provided for in the Agreement other Guarantors with respect to amounts payable paid by such Guarantor in respect of the LD Subsidiary. Obligations (dcalculated so as to reasonably maximize the total amount of obligations able to be incurred hereunder), and (B) The rights of subrogation to the rights of MII, then the Guarantor agrees that, except by the complete and irrevocable payment Obligations of all amounts payable by the LD Subsidiary under the Agreement, its obligations under this Guaranty such Guarantor shall be unconditional and this Guaranty shall the largest amount, if any, that would not be leave such Guarantor, after the incurrence of such obligations, insolvent or with unreasonable small capital within the meaning of Section 548 of the Bankruptcy Code or any applicable state law relating to fraudulent conveyances or fraudulent transfers, or otherwise make such obligations subject to any defense of set-off, counterclaim, recoupment or termination or discharge whatsoever by reason of such avoidance. Any Person asserting that the invalidity, illegality or unenforceability of any obligations under this Guaranty or any other defense that constitutes a legal or equitable discharge or defense Guarantor Obligations of a guarantor or surety in its capacity as such irrespective of the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the LD Subsidiary or by any other circumstance, including, without limitation Guarantor are subject to clause (i) assertions of amendment, waivers or forbearance affecting the Agreement or the related collateral; are avoidable as referenced in clause (ii) shall have the LD Subsidiary’s lack burden (including the burden of authorization production and of persuasion) of proving (x) the extent to enter into which such Guarantor Obligations, by operation of clause (i), are less than the Agreement Obligations owed by MVW to Marriott or its disability or bankruptcy; (iiiy) incomplete performance of the Agreement; that, without giving effect to clause (iv) delay by the Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantor. (e) If at any time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary or the Guarantor or otherwise, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made. (f) So long as any amount payable by the LD Subsidiary in connection with the Agreement is overdue and unpaidii), the Guarantor shall not exercise any right Obligations of subrogation. If at any time when any amount is overdue such Guarantor hereunder would be avoidable and unpaid the Guarantor receives any amount as a result of any action against the LD Subsidiary or any of its property or assets or otherwise for or on account of any payment made by the Guarantor under this Guaranty, the Guarantor shall forthwith pay that amount received by it, to the extent necessary to satisfy any which such amount overdue and unpaidGuarantor Obligations, to by operation of clause (ii), are less than the BeneficiaryObligations of MVW, to be credited and applied against as the amount so payable by the LD Subsidiary and until payment is made to the Beneficiary the Guarantor shall hold such amounts in trust for the Beneficiarycase may be. (g) If the LD Subsidiary merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist, the Guarantor shall nonetheless continue to be liable for the payment of all amounts payable by the LD Subsidiary under the Agreement to the extent such amounts are not paid when due by the LD Subsidiary.

Guaranty. The Reporting Entity will cause each Affiliate (other than the Company) which delivers a Guaranty of outstanding borrowings or available borrowing capacity (subject only to customary conditions) under a Material Credit Facility or becomes an obligor, co-obligor, borrower or co-borrower of outstanding borrowings or has available borrowing capacity (subject only to customary conditions) under a Material Credit Facility to concurrently enter into an Affiliate Guaranty, and as promptly as reasonably practicable will deliver to each of the holders of the Notes the following items: (a) The Guarantor hereby (i) fully, irrevocably and unconditionally guarantees the due and punctual payment of any and all obligations an executed counterpart of the LD Subsidiary owed joinder agreement pursuant to the Beneficiary under the Agreement and (ii) acknowledges that any and all amounts payable which such Affiliate has become bound by the Guarantor hereunder Affiliate Guaranty (it being understood that such joinder shall be pari passu with all other senior unsecured debt of also join any New PubCo hereto as the Guarantor.“Reporting Entity”); (b) This is a continuing Guaranty and a guaranty of payment (not merely of collection), and it shall remain in full force and effect until all amounts payable certificate signed by the LD Subsidiary President, a Vice President or another authorized Responsible Officer of such Affiliate making representations and warranties to the Beneficiary under effect of those contained in Sections 5.1, 5.2, 5.6 and 5.7, but with respect to such Affiliate and the Agreement have been validlyAffiliate Guaranty, finally and irrevocably paid in full and shall not be affected in any way by the absence of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entity.as applicable; (c) The Guarantor hereby agrees that it shall not be necessary, as a condition precedent to enforcement of this Guaranty, that a suit first be instituted against the LD Subsidiary or that any rights or remedies first be exhausted against the LD Subsidiary such documents and the Guarantor hereby waives diligence, presentment, demand on the LD Subsidiary for payment or otherwise, filing of claims, requirement of a prior proceeding against the LD Subsidiary and protest or notice, except as may be provided for in the Agreement evidence with respect to amounts payable such Affiliate as the Required Holders may reasonably request in order to establish the existence and, if applicable, good standing of such Affiliate and the authorization of the transactions contemplated by the LD Subsidiary.Affiliate Guaranty; (d) The Guarantor agrees thatan opinion of counsel reasonably satisfactory to the Required Holders to the effect that such Affiliate Guaranty has been duly authorized, except by executed and delivered and constitutes the complete legal, valid and irrevocable payment binding obligation of all amounts payable by such Affiliate enforceable in accordance with its terms, subject to customary exceptions, assumptions and qualifications; provided that an opinion from a nationally recognized law firm and/or in-house counsel of the LD Subsidiary under the Agreement, its obligations under this Guaranty Company shall be unconditional and this Guaranty shall not be subject to any defense of set-off, counterclaim, recoupment or termination or discharge whatsoever by reason of the invalidity, illegality or unenforceability of any obligations under this Guaranty or any other defense that constitutes a legal or equitable discharge or defense of a guarantor or surety in its capacity as such irrespective of the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the LD Subsidiary or by any other circumstance, including, without limitation (i) assertions of amendment, waivers or forbearance affecting the Agreement or the related collateral; (ii) the LD Subsidiary’s lack of authorization to enter into the Agreement or its disability or bankruptcy; (iii) incomplete performance of the Agreement; (iv) delay by the Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant reasonably satisfactory to the GuarantorRequired Holders; and (vi) failure to notify the Guarantor.and (e) If at any time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary or the Guarantor or otherwise, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated upon such restoration any Foreign Guarantor, evidence of the acceptance by STERIS Corporation or return being made. (f) So long CT Corporation System, as any amount payable applicable, of the appointment of designation provided for by Section 8 of the LD Subsidiary in connection with the Agreement is overdue and unpaid, the Guarantor shall not exercise any right of subrogation. If at any time when any amount is overdue and unpaid the Guarantor receives any amount as a result of any action against the LD Subsidiary or any of its property or assets or otherwise for or on account of any payment made by the Guarantor under this Affiliate Guaranty, the Guarantor shall forthwith pay that amount received by itas such Guarantor’s agent to receive, to the extent necessary to satisfy any such amount overdue for it and unpaidon its behalf, to the Beneficiaryservice of process, to be credited and applied against the amount so payable by the LD Subsidiary and until payment is made to the Beneficiary the Guarantor shall hold such amounts in trust for the Beneficiary. period from the date of such Affiliate Guaranty to February 27, 2033 (g) If the LD Subsidiary merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist, the Guarantor shall nonetheless continue to be liable for and the payment in full of all amounts payable by the LD Subsidiary under the Agreement to the extent such amounts are not paid when due by the LD Subsidiaryfees in respect thereof).

Guaranty. (a) The Each Guarantor hereby (i) fullyguarantees to the Administrative Agent, irrevocably for the benefit of the Lender Group, the full and unconditionally guarantees the due and punctual prompt payment of the Obligations, including any and all obligations interest therein (including interest as provided in this Agreement, accruing after the filing of a petition initiating any Insolvency Proceedings, whether or not such interest accrues or is recoverable against Borrowers after the filing of such petition for purposes of the LD Subsidiary owed to Bankruptcy Code or is an allowed claim in such proceeding), plus reasonable attorneys’ fees and expenses if the Beneficiary obligations represented by this Guaranty are collected by law, through an attorney-at-law, or under the Agreement and (ii) acknowledges that any and all amounts payable by the Guarantor hereunder shall be pari passu with all other senior unsecured debt of the Guarantoradvice therefrom. (b) This is Regardless of whether any proposed guarantor or any other Person shall become in any other way responsible to the Lender Group, or any of them, for or in respect of the Obligations or any part thereof, and regardless of whether or not any Person now or hereafter responsible to the Lender Group, or any of them, for the Obligations or any part thereof, whether under this Guaranty or otherwise, shall cease to be so liable, each Guarantor hereby declares and agrees that this Guaranty shall be a joint and several obligation, shall be a continuing Guaranty guaranty and a guaranty of payment (not merely of collection), shall be operative and it binding until the Obligations shall remain in full force and effect until all amounts payable by the LD Subsidiary to the Beneficiary under the Agreement have been validly, finally and irrevocably indefeasibly paid in full in cash (or in the case of Letter of Credit Obligations, secured through delivery of cash collateral in an amount equal to one hundred five percent (105%) of the Letter of Credit Obligations) and the Revolving Loan Commitment shall not be affected in any way by the absence of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entityhave been terminated. (c) The Each Guarantor hereby agrees absolutely, unconditionally and irrevocably waives any and all right to assert any defense (other than the defense of payment in cash in full, to the extent of its obligations hereunder, or a defense that it shall not be necessarysuch Guarantor’s liability is limited as provided in Section 3.1(g)), as a condition precedent to enforcement set-off, counterclaim or cross-claim of this Guaranty, that a suit first be instituted against the LD Subsidiary or that any rights or remedies first be exhausted against the LD Subsidiary and the Guarantor hereby waives diligence, presentment, demand on the LD Subsidiary for payment or otherwise, filing of claims, requirement of a prior proceeding against the LD Subsidiary and protest or notice, except as may be provided for in the Agreement nature whatsoever with respect to amounts payable this Guaranty or the obligations of the Guarantors under this Guaranty or the obligations of any other Person or party (including Borrowers) relating to this Guaranty or the obligations of any of the Guarantors under this Guaranty or otherwise with respect to the Obligations in any action or proceeding brought by the LD SubsidiaryAdministrative Agent or any other member of the Lender Group to collect the Obligations or any portion thereof, or to enforce the obligations of any of the Guarantors under this Guaranty. (d) The Lender Group, or any of them, may from time to time, without exonerating or releasing any Guarantor in any way under this Guaranty, (i) take such further or other security or securities for the Obligations or any part thereof as they may deem proper, or (ii) release, discharge, abandon or otherwise deal with or fail to deal with any Guarantor of the Obligations or any security or securities therefor or any part thereof now or hereafter held by the Lender Group, or any of them, or (iii) amend, modify, extend, accelerate or waive in any manner any of the provisions, terms, or conditions of the Loan Documents, all as they may consider expedient or appropriate in their sole and absolute discretion. Without limiting the generality of the foregoing, or of Section 3.1(e), it is understood that the Lender Group, or any of them, may, without exonerating or releasing any Guarantor, give up, modify or abstain from perfecting or taking advantage of any security for the Obligations and accept or make any compositions or arrangements, and realize upon any security for the Obligations when, and in such manner, and with or without notice, all as such Person may deem expedient. (e) Each Guarantor acknowledges and agrees that no change in the nature or terms of the Obligations or any of the Loan Documents, or other agreements, instruments or contracts evidencing, related to or attendant with the Obligations (including any novation), shall discharge all or any part of the liabilities and obligations of such Guarantor pursuant to this Guaranty; it being the purpose and intent of the Guarantors and the Lender Group that the covenants, agreements and all liabilities and obligations of each Guarantor hereunder are absolute, unconditional and irrevocable under any and all circumstances. Without limiting the generality of the foregoing, each Guarantor agrees that, except by that until each and every one of the complete covenants and irrevocable payment agreements of all amounts payable by the LD Subsidiary under the Agreement, its obligations under this Guaranty shall be unconditional is fully performed, and this Guaranty without possibility of recourse, whether by operation of law or otherwise, such Guarantor’s undertakings hereunder shall not be subject to released, in whole or in part, by any defense action or thing which might, but for this paragraph of set-offthis Guaranty, counterclaim, recoupment or termination or discharge whatsoever by reason of the invalidity, illegality or unenforceability of any obligations under this Guaranty or any other defense that constitutes be deemed a legal or equitable discharge or defense of a guarantor surety or surety in its capacity as such irrespective guarantor, or by reason of any waiver, omission of the existence Lender Group, or any of any bankruptcythem, insolvency, reorganization or similar proceedings involving the LD Subsidiary or by any other circumstance, including, without limitation (i) assertions of amendment, waivers or forbearance affecting the Agreement or the related collateral; (ii) the LD Subsidiary’s lack of authorization to enter into the Agreement or its disability or bankruptcy; (iii) incomplete performance of the Agreement; (iv) delay by the Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) their failure to notify the Guarantor. (e) If at any time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary or the Guarantor proceed promptly or otherwise, or by reason of any action taken or omitted by the Guarantor’s obligations hereunder with respect Lender Group, or any of them, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, such payment Guarantor or by reason of any further dealings between any Borrower, on the one hand, and any member of the Lender Group, on the other hand, or any other guarantor or surety, and such Guarantor hereby expressly waives and surrenders any defense to its liability hereunder, or any right of counterclaim or offset of any nature or description which it may have or may exist based upon, and shall be reinstated upon such restoration deemed to have consented to, any of the foregoing acts, omissions, things, agreements or return being madewaivers. (f) So long as The Lender Group, or any amount payable by the LD Subsidiary in connection with the Agreement is overdue and unpaidof them, the Guarantor shall not exercise may, without demand or notice of any right of subrogation. If kind upon or to any Guarantor, at any time or from time to time when any amount is overdue shall be due and unpaid payable hereunder by any Guarantor, if Borrowers shall not have timely paid any of the Guarantor receives Obligations (or in the case of Letter of Credit Obligations, secured through delivery of cash collateral in an amount equal to one hundred five percent (105%) of the Letter of Credit Obligations), set-off and appropriate and apply to any amount portion of the Obligations hereby guaranteed, and in such order of application as a result the Administrative Agent may from time to time elect in accordance with this Agreement, any deposits, property, balances, credit accounts or moneys of any action against Guarantor in the LD Subsidiary possession of any member of the Lender Group or under their respective control for any purpose. If and to the extent that any Guarantor makes any payment to the Administrative Agent or any other Person pursuant to or in respect of its property or assets or otherwise for or on account of any payment made by the Guarantor under this Guaranty, the any claim which such Guarantor may have against Borrowers by reason thereof shall forthwith pay that amount received by it, be subject and subordinate to the extent necessary to satisfy any such amount overdue and unpaid, prior payment in full of the Obligations to the Beneficiary, to be credited and applied against satisfaction of the amount so payable by the LD Subsidiary and until payment is made to the Beneficiary the Guarantor shall hold such amounts in trust for the BeneficiaryLender Group. (g) If The creation or existence from time to time of Obligations in excess of the LD Subsidiary merges amount committed to or consolidates with outstanding on the date of this Guaranty is hereby authorized, without notice to any Guarantor, and shall in no way impair or into another entityaffect this Guaranty or the rights of the Lender Group herein. It is the intention of each Guarantor and the Administrative Agent that each Guarantor’s obligations hereunder shall be, loses its separate legal identity or ceases to existbut not in excess of, the Maximum Guaranteed Amount (as herein defined). The “Maximum Guaranteed Amount” with respect to any Guarantor, shall mean the maximum amount which could be paid by such Guarantor shall nonetheless continue to without rendering this Guaranty void or voidable as would otherwise be liable for the payment held or determined by a court of all amounts payable by the LD Subsidiary under the Agreement competent jurisdiction in any action or proceeding involving any state or Federal bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws relating to the extent such amounts are not paid when due by the LD Subsidiaryinsolvency of debtors.

Guaranty. From and after the Closing Date (a) The as such term is defined in the Purchase Agreement), Guarantor hereby (i) fullyabsolutely, unconditionally and irrevocably guarantees, as a principal obligor and unconditionally guarantees not merely as surety, to Landlord, the due full, timely and punctual unconditional payment of any and all obligations performance, of the LD Subsidiary owed to Guaranteed Obligations strictly in accordance with the Beneficiary under terms of the Purchase Agreement and (ii) acknowledges that any and all amounts payable by the Guarantor hereunder shall Access Agreement, as such Guaranteed Obligations may be pari passu with all other senior unsecured debt of the Guarantor. (b) modified, amended, extended or renewed from time to time. This is a continuing Guaranty and a guaranty of payment (and performance and not merely of collection). Guarantor agrees that Guarantor is primarily liable for and responsible for the payment and performance of the Guaranteed Obligations. Guarantor shall be bound by all of the provisions, terms, conditions, restrictions and limitations contained in the Purchase Agreement and the Access Agreement with respect to the Construction Work which are to be observed or performed by Seller, the same as if Guarantor was named therein as Seller with joint and several liability with Seller, and it shall remain in full force and effect until all amounts payable by the LD Subsidiary to the Beneficiary any remedies that Landlord has under the Purchase Agreement have been validly, finally and irrevocably paid Access Agreement against Seller for failure to complete the Construction Work in full accordance with the terms and conditions therein shall not be affected apply to Guarantor as well. If Seller defaults in any way by the absence payment of any action Guaranteed Obligation, Guarantor shall in lawful money of the United States, pay to obtain those amounts from Landlord on demand the LD Subsidiary amount due and owing. Guarantor waives any rights to notices of acceptance, modifications, amendment, extension or breach of the Purchase Agreement and/or Access Agreement. The obligations of Guarantor under this Guaranty are independent of the obligations of Seller, Tenant or any other guarantor guarantor. Guarantor acknowledges that this Guaranty and Guarantor's obligations and liabilities under this Guaranty are and shall at all times continue to be absolute and unconditional in all respects and shall be the separate and independent undertaking of Guarantor without regard to the genuineness, validity, legality or surety or to proceed against enforceability of the Purchase Agreement and/or the Access Agreement, and shall at all times be valid and enforceable irrespective of any other security provided by agreements or circumstances of any nature whatsoever which might otherwise constitute a defense to this Guaranty and the LD Subsidiary obligations and liabilities of Guarantor under this Guaranty or the obligations or liabilities of any other person or entity. entity (cincluding, without limitation, Seller) The relating to this Guaranty or the obligations or liabilities of Guarantor hereunder. Guarantor hereby agrees that absolutely, unconditionally and irrevocably waives any and all rights it shall not be necessarymay have to assert any defense, as a condition precedent set-off, counterclaim or cross-claim of any nature whatsoever with respect to enforcement this Guaranty or the obligations or liabilities of Guarantor under this Guaranty or the obligations or liabilities of any other person or entity (including, without limitation, Seller) relating to this Guaranty or the obligations or liabilities of Guarantor under this Guaranty, that a suit first be instituted against the LD Subsidiary in any action or that any rights or remedies first be exhausted against the LD Subsidiary and the Guarantor hereby waives diligence, presentment, demand on the LD Subsidiary for payment or otherwise, filing of claims, requirement of a prior proceeding against the LD Subsidiary and protest or notice, except as may be provided for in the Agreement with respect to amounts payable brought by the LD Subsidiary. (d) holder hereof to enforce the obligations or liabilities of Guarantor under this Guaranty. The obligations of Guarantor agrees that, except by the complete and irrevocable payment of all amounts payable by the LD Subsidiary under the Agreement, its obligations under this Guaranty shall be unconditional continuing and this Guaranty shall not be subject to irrevocable (a) during any defense period of set-offtime when the liability of Seller under the Purchase Agreement and/or Access Agreement continues, counterclaim, recoupment or termination or discharge whatsoever by reason and (b) until all of the invalidityGuaranteed Obligations have been fully discharged by payment, illegality performance or unenforceability of any obligations under this Guaranty or any other defense that constitutes a legal or equitable discharge or defense of a guarantor or surety in its capacity as such irrespective of the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the LD Subsidiary or by any other circumstance, including, without limitation (i) assertions of amendment, waivers or forbearance affecting the Agreement or the related collateral; (ii) the LD Subsidiary’s lack of authorization to enter into the Agreement or its disability or bankruptcy; (iii) incomplete performance of the Agreement; (iv) delay by the Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantor. (e) compliance. If at any time all or any part of any payment received by Landlord from Seller or Guarantor or any other person under the Agreement is or with respect to this Guaranty has been refunded or rescinded pursuant to any court order, or must declared to be fraudulent or preferential, or are set aside or otherwise restored are required to be repaid to Seller, its estate, trustee, receiver or returned upon any other party, including as a result of the insolvency, bankruptcy or reorganization of the LD Subsidiary or the Guarantor or otherwise, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made. (f) So long as any amount payable by the LD Subsidiary in connection with the Agreement is overdue and unpaid, the Guarantor shall not exercise any right of subrogation. If at any time when any amount is overdue and unpaid the Guarantor receives any amount as a result of any action against the LD Subsidiary Seller or any of its property or assets or otherwise for or on account of any payment made by other party (an "Invalidated Payment"), then Guarantor's obligations under the Guarantor under this Guaranty, the Guarantor shall forthwith pay that amount received by itGuaranty shall, to the extent necessary of such Invalidated Payment be reinstated and deemed to satisfy have continued in existence as of the date that the original payment occurred. This Guaranty shall not be affected or limited in any such amount overdue and unpaidmanner by whether Seller may be liable, with respect to the BeneficiaryGuaranteed Obligations individually, to be credited and applied against the amount so payable by the LD Subsidiary and until payment is made to the Beneficiary the Guarantor shall hold such amounts in trust for the Beneficiaryjointly with other primarily, or secondarily. (g) If the LD Subsidiary merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist, the Guarantor shall nonetheless continue to be liable for the payment of all amounts payable by the LD Subsidiary under the Agreement to the extent such amounts are not paid when due by the LD Subsidiary.

Guaranty. (a) The Guarantor Grantor hereby (i) fullyabsolutely, unconditionally and irrevocably guarantees, as primary obligor and unconditionally guarantees not merely as surety, the due full and punctual payment when due, whether at stated maturity or earlier, by reason of acceleration, mandatory prepayment or otherwise in accordance with any Note Document, of all the Secured Obligations (defined below) whether existing on the date hereof or hereinafter incurred or created. This Agreement by Grantor hereunder constitutes a guaranty of payment and all obligations not of the LD Subsidiary owed to the Beneficiary under the Agreement and (ii) acknowledges that any and all amounts payable by the Guarantor hereunder shall be pari passu with all other senior unsecured debt of the Guarantorcollection. (b) This is a continuing Guaranty and a guaranty Any term or provision of payment (not merely of collection), and it shall remain in full force and effect until all amounts payable by the LD Subsidiary to the Beneficiary under the this Agreement have been validly, finally and irrevocably paid in full and shall not be affected in any way by the absence of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or Note Document to proceed against any other security provided by the LD Subsidiary contrary notwithstanding, the maximum aggregate amount for which Grantor shall be liable hereunder shall not exceed the maximum amount for which Grantor can be liable without rendering this Agreement or any other person Note Document, as it relates to Grantor, subject to avoidance under applicable law relating to fraudulent conveyance or entityfraudulent transfer (including the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act and Section 548 of Title 11 of the United States Code or any applicable provisions of comparable law) (collectively, “Fraudulent Transfer Laws”), as determined by a court of competent jurisdiction. Any payment by Grantor under this Agreement shall result in a dollar for dollar setoff and reduction in the amount of intercompany loans owing by Grantor to the Issuer, and the analysis of the provisions of this Agreement for purposes of Fraudulent Transfer Laws shall give effect to any discharge of intercompany debt as a result of any payment made under this Agreement. (c) The Guarantor Secured Parties are hereby agrees that it shall not be necessaryauthorized, as a condition precedent without notice to enforcement or demand upon Grantor and without discharging or otherwise affecting the obligations of this GuarantyGrantor hereunder and without incurring any liability hereunder, that a suit first be instituted against from time to time, to do each of the LD Subsidiary following: (A) modify, amend, supplement or that any rights otherwise change, (B) accelerate or remedies first be exhausted against otherwise change the LD Subsidiary and the Guarantor hereby waives diligence, presentment, demand on the LD Subsidiary for time of payment or otherwise(C) waive or otherwise consent to noncompliance with, filing of claims, requirement of a prior proceeding against any Secured Obligation or any Note Document; b. apply to the LD Subsidiary and protest Secured Obligations any sums by whomever paid or notice, except however realized to any Secured Obligation in such order as may be provided for in the Agreement Note Documents; c. refund at any time any payment received by any Secured Party in respect of any Secured Obligation; (A) sell, exchange, enforce, waive, substitute, liquidate, terminate, release, abandon, fail to perfect, subordinate, accept, substitute, surrender, exchange, affect, impair or otherwise alter or release any collateral for any Secured Obligation or any other guaranty therefor in any manner, (B) receive, take and hold additional collateral to secure any Secured Obligation, (C) add, release or substitute any one or more other guarantors, makers or endorsers of any Secured Obligation or any part thereof and (D) otherwise deal in any manner with respect to amounts payable by the LD SubsidiaryIssuer and any other guarantor, maker or endorser of any Secured Obligation or any part thereof; and ▇. ▇▇▇▇▇▇, release, compromise, collect or otherwise liquidate the Secured Obligations. (d) The Guarantor agrees that, except by the complete Grantor's liability is irrevocable absolute and irrevocable payment of all amounts payable by the LD Subsidiary under the Agreement, its obligations under this Guaranty shall be unconditional and this Guaranty shall not be subject to reduced, impaired or affected in any defense of set-off, counterclaim, recoupment or termination or discharge whatsoever way by reason of (i) any failure to obtain, retain or preserve, or the invaliditylack of prior enforcement of, illegality any rights against any Person or Persons (including Issuer and Grantor), or in any property, (ii) the invalidity or unenforceability of any obligations under this Guaranty of the Secured Obligations or rights in the Collateral or any other defense that constitutes a legal collateral for the Secured Obligations, (iii) any delay in making demand upon Issuer or equitable discharge Grantor or defense any delay in enforcing, or any failure to enforce, any rights against Issuer or Grantor or in any Collateral or any other collateral for the Secured Obligations, even if such rights are thereby lost, (iv) any failure, neglect or omission to obtain, perfect or retain any lien upon, protect, exercise rights against, or realize on, any property of a guarantor Issuer or surety in its capacity as such irrespective of Grantor, or any other party securing the Secured Obligations, (v) the existence or non-existence of any defenses which may be available to Issuer or Grantor with respect to the Secured Obligations, or (vi) the commencement of any bankruptcy, insolvencyreorganization, reorganization liquidation, dissolution, receivership, insolvency proceeding of any kind or similar proceedings involving the LD Subsidiary case filed by or by any other circumstance, including, without limitation (i) assertions of amendment, waivers against Issuer or forbearance affecting the Agreement or the related collateral; (ii) the LD Subsidiary’s lack of authorization to enter into the Agreement or its disability or bankruptcy; (iii) incomplete performance of the Agreement; (iv) delay by the Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the GuarantorGrantor. (e) If at Grantor hereby unconditionally and irrevocably waives and agrees not to assert any time payment under the Agreement is rescinded claim, defense, setoff or must be otherwise restored counterclaim based on diligence, promptness, presentment, requirements for any demand or returned upon the insolvency, bankruptcy or reorganization notice hereunder including any of the LD Subsidiary following: (i) any demand for payment or the Guarantor performance and protest and notice of protest; (ii) any notice of acceptance; (iii) any presentment, demand, protest or otherwise, the Guarantor’s obligations hereunder further notice or other requirements of any kind with respect to such payment shall be reinstated upon such restoration any Secured Obligation (including any accrued but unpaid interest thereon) becoming immediately due and payable; and (iv) any other notice in respect of any Secured Obligation or return being made. any part thereof, and any defense arising by reason of any disability or other defense of the Issuer or any other guarantor. Grantor further unconditionally and irrevocably agrees not to (fA) So long as any amount payable by the LD Subsidiary in connection with the Agreement is overdue and unpaid, the Guarantor shall not enforce or otherwise exercise any right of subrogation. If at subrogation or any time when right of reimbursement or contribution or similar right against the Issuer or any amount is overdue and unpaid the Guarantor receives any amount as a result other guarantor by reason of any action Note Document or any payment made thereunder or (B) assert any claim, defense, setoff or counterclaim (other than payment in full in cash of the Secured Obligations and termination of the Purchase Agreement) it may have against the LD Subsidiary any Issuer or any other guarantor or pledgor or set off any of its property obligations to Issuer or assets such other guarantor or otherwise for or on account pledgor against obligations of any payment made by the Guarantor under this Guaranty, the Guarantor shall forthwith pay that amount received by it, such Person to the extent necessary to satisfy any such amount overdue and unpaid, to the Beneficiary, to be credited and applied against the amount so payable by the LD Subsidiary and until payment is made to the Beneficiary the Guarantor shall hold such amounts in trust for the BeneficiaryGrantor. (g) If the LD Subsidiary merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist, the Guarantor shall nonetheless continue to be liable for the payment of all amounts payable by the LD Subsidiary under the Agreement to the extent such amounts are not paid when due by the LD Subsidiary.

Guaranty. (a) The Guarantor Guarantors hereby unconditionally and irrevocably guarantee to the Administrative Agent and each Buyer the prompt and complete payment and performance by the Seller Parties when due (iwhether at the stated maturity, by acceleration or otherwise) fully, irrevocably and unconditionally guarantees the due and punctual payment of any and all obligations of the LD Subsidiary owed to the Beneficiary under the Agreement and (ii) acknowledges that any and all amounts payable by the Guarantor hereunder shall be pari passu with all other senior unsecured debt of the GuarantorObligations. (b) This is a continuing Guaranty and a guaranty of payment (not merely of collection)The Guarantors shall pay additional amounts to, and it indemnify, the Administrative Agent and Buyers (including for purposes of this Section 2, any assignee, successor or participant) with respect to Taxes (as defined in the Repurchase Agreement) imposed on payments pursuant to this Guaranty to the same extent as the Seller Parties would have paid additional amounts and indemnified the Administrative Agent and Buyers with respect to Taxes under Section 11(e) of the Repurchase Agreement if the Guarantors were the Seller Parties under the Repurchase Agreement. For the avoidance of doubt, any such payments are in addition to the Guarantors’ obligation to pay any amounts required to be paid by the Seller Parties to the Administrative Agent and Buyers. (c) Guarantors further agree to pay any and all expenses (including, without limitation, all fees and disbursements of counsel) which may be paid or incurred by the Administrative Agent or a Buyer in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, Guarantors under this Guaranty. This Guaranty shall remain in full force and effect until all amounts payable by the LD Subsidiary to later of (i) the Beneficiary under termination of the Repurchase Agreement have been validly, finally and irrevocably or (ii) the Obligations are paid in full and shall not be affected in any way by full, notwithstanding that from time to time prior thereto the absence of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entity. (c) The Guarantor hereby agrees that it shall not be necessary, as a condition precedent to enforcement of this Guaranty, that a suit first be instituted against the LD Subsidiary or that any rights or remedies first be exhausted against the LD Subsidiary and the Guarantor hereby waives diligence, presentment, demand on the LD Subsidiary for payment or otherwise, filing of claims, requirement of a prior proceeding against the LD Subsidiary and protest or notice, except as Seller Parties may be provided for in the Agreement with respect to amounts payable by the LD Subsidiaryfree from any Obligations. (d) The Guarantor agrees that, except No payment or payments made by the complete and irrevocable payment of all amounts payable by the LD Subsidiary under the Agreement, its obligations under this Guaranty shall be unconditional and this Guaranty shall not be subject to any defense of set-off, counterclaim, recoupment or termination or discharge whatsoever by reason of the invalidity, illegality or unenforceability of any obligations under this Guaranty a Seller Party or any other defense that constitutes Person or received or collected by the Administrative Agent or a legal Buyer from a Seller Party or equitable discharge any other Person by virtue of any action or defense proceeding or any set-off or appropriation or application, at any time or from time to time, in reduction of a guarantor or surety in its capacity as such irrespective payment of the existence Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of Guarantors hereunder which shall, notwithstanding any bankruptcysuch payment or payments, insolvency, reorganization or similar proceedings involving remain liable for the LD Subsidiary or by any other circumstance, including, without limitation (i) assertions of amendment, waivers or forbearance affecting the Agreement or the related collateral; (ii) the LD Subsidiary’s lack of authorization to enter into the Agreement or its disability or bankruptcy; (iii) incomplete performance amount of the Agreement; (iv) delay by Obligations until the Beneficiary Obligations are paid in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantorfull. (e) If Each Guarantor agrees that whenever, at any time, or from time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvencyto time, bankruptcy or reorganization of the LD Subsidiary or the Guarantor or otherwise, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made. (f) So long as any amount payable by the LD Subsidiary in connection with the Agreement is overdue and unpaid, the a Guarantor shall not exercise make any right of subrogation. If at any time when any amount is overdue and unpaid payment to the Guarantor receives any amount as Administrative Agent or a result of any action against the LD Subsidiary or any of its property or assets or otherwise for or Buyer on account of any payment made by such Guarantor’s liability hereunder, such Guarantor will notify the Guarantor under this Guaranty, the Guarantor shall forthwith pay Administrative Agent or such Buyer in writing that amount received by it, to the extent necessary to satisfy any such amount overdue and unpaid, to the Beneficiary, to be credited and applied against the amount so payable by the LD Subsidiary and until payment is made to the Beneficiary the Guarantor shall hold under this Guaranty for such amounts in trust for the Beneficiarypurpose. (g) If the LD Subsidiary merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist, the Guarantor shall nonetheless continue to be liable for the payment of all amounts payable by the LD Subsidiary under the Agreement to the extent such amounts are not paid when due by the LD Subsidiary.

Guaranty. (a) The Guarantor To induce the Company to enter into this Agreement, Guarantor, intending to be legally bound, hereby (i) fullyabsolutely, irrevocably and unconditionally guarantees to the due Company the full and punctual payment and performance of Parent’s and Merger Sub’s (or their respective successors or assigns) obligations under this Agreement, including any liabilities arising out of a breach thereof or non-compliance therewith (collectively, the “Guaranteed Obligations”), and all obligations agrees with the Company that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal as a result of the LD Subsidiary owed to lack of legal capacity of Parent or Merger Sub or lack of authority of the Beneficiary under party signing on behalf of Parent or Merger Sub, it will, as an independent and primary obligation, indemnify the Agreement and (ii) acknowledges that Company on demand against any and all amounts cost, loss or liability it incurs as a result of Parent and/or Merger Sub not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under this Agreement on the Guarantor hereunder shall be pari passu with all other senior unsecured debt of the Guarantordate when it would have been due. (b) This The guaranty set forth in Section 9.14(a) (the “Guaranty”) is a an absolute, unconditional and continuing Guaranty guarantee of the payment and a guaranty performance by Parent and Merger Sub of the Guaranteed Obligations and will extend to the ultimate balance of sums payable by Parent and Merger Sub under this Agreement. Should Parent or Merger Sub default in the payment (not merely or performance of collection)any of the Guaranteed Obligations, Guarantor’s obligations hereunder shall become immediately due and it payable and the Guarantor shall discharge them promptly on demand. Claims hereunder may be made on one or more occasions. If any payment in respect of any Guaranteed Obligation is rescinded or must otherwise be returned for any reason whatsoever, including in insolvency, liquidation or administration, then Guarantor shall remain in full force and effect until all amounts payable by the LD Subsidiary liable hereunder with respect to the Beneficiary under the Agreement have such Guaranteed Obligation as if such payment had not been validly, finally and irrevocably paid in full and shall not be affected in any way by the absence of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entitymade. (c) The Guarantor agrees that the Guaranteed Obligations shall not be released or discharged, in whole or in part, or otherwise affected by: (i) any change in the time, place or manner of payment of the Guaranteed Obligations or rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of this Agreement made in accordance with the terms of this Agreement or any agreement evidencing, securing or otherwise executed in connection with any of the Guaranteed Obligations; (ii) the addition, substitution or release of any Person interested in the Transactions; (iii) any change in the corporate existence, structure or ownership of Parent or Merger Sub or any assignment of any rights or obligations of Parent or Merger Sub; (iv) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent or Merger Sub or their assets; (v) the adequacy of any means the Company may have of obtaining payment related to the Guaranteed Obligations; (vi) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, Parent, Merger Sub or any other Person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realize the full value of any security; or (vii) without prejudice to any defense that would be available to Guarantor if it had been the principal under this Agreement, or to any defense available to Parent or Merger Sub, any unenforceability, illegality or invalidity of any obligation of Parent, Merger Sub or any other Person under this Agreement or any agreement evidencing, securing or otherwise executed in connection with any of the Guaranteed Obligations. Guarantor absolutely, irrevocably and unconditionally waives: (1) promptness, diligence, notice of the acceptance of the Guaranty and of the Guaranteed Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the Guaranteed Obligations incurred and all other notices of any kind, all defenses that may be available by virtue of any valuation, stay, moratorium Law or other similar Law now or hereafter in effect, any right to require the marshalling of assets of Parent or Merger Sub or any other Person interested in the Transactions, and all suretyship defenses generally, defenses to the payment of the Guaranteed Obligations that are available to Parent or Merger Sub under this Agreement and defenses available to Guarantor under the Guaranty; (2) any right it may have of first requiring the Company to proceed against or enforce any other rights or security or claim payment from Parent, Merger Sub or any other Person before claiming from Guarantor under this Section 9.14; (3) all rights and defenses under sections 4(b), 5, 6, 7(b), 8, 9, 10, 11, 12, 13, 15, 16 and 17 of the Guarantee Law, 1967 (the “Guaranty Law”) and confirms that the provisions of the Guarantee Law affording such rights or defenses to a guarantor shall not apply to the guarantee granted under this Agreement; and (4) any right of set-off or counter-claims against the Company. Guarantor acknowledges that these waivers apply irrespective of any Law to the contrary and that it has received and will receive substantial direct and indirect benefits from the Transactions and that the waivers set forth in this Section 9.14 are knowingly made in contemplation of such benefits. (d) This Guaranty may only be amended by a writing signed and delivered by Guarantor and the Company. Guarantor hereby covenants and agrees that it shall not be necessaryinstitute, as a condition precedent and shall cause its respective affiliates not to enforcement of this Guarantyinstitute, any Action asserting that a suit first be instituted against the LD Subsidiary Guaranty is illegal, invalid or that any rights or remedies first be exhausted against the LD Subsidiary and the Guarantor hereby waives diligence, presentment, demand on the LD Subsidiary for payment or otherwise, filing of claims, requirement of a prior proceeding against the LD Subsidiary and protest or notice, except as may be provided for unenforceable in the Agreement accordance with respect to amounts payable by the LD Subsidiary. (d) The Guarantor agrees that, except by the complete and irrevocable payment of all amounts payable by the LD Subsidiary under the Agreement, its obligations under this Guaranty shall be unconditional and this Guaranty shall not be subject to any defense of set-off, counterclaim, recoupment or termination or discharge whatsoever by reason of the invalidity, illegality or unenforceability of any obligations under this Guaranty or any other defense that constitutes a legal or equitable discharge or defense of a guarantor or surety in its capacity as such irrespective of the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the LD Subsidiary or by any other circumstance, including, without limitation (i) assertions of amendment, waivers or forbearance affecting the Agreement or the related collateral; (ii) the LD Subsidiary’s lack of authorization to enter into the Agreement or its disability or bankruptcy; (iii) incomplete performance of the Agreement; (iv) delay by the Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantorterms. (e) If at any time payment Guarantor represents and warrants to the Company that it is not a “single guarantor” or a “protected guarantor” within the meaning of such terms under the Agreement is rescinded or must be otherwise restored or returned upon Guarantee Law and therefore the insolvency, bankruptcy or reorganization rights and protections under Chapter B of the LD Subsidiary or the Guarantor or otherwise, the Guarantor’s obligations hereunder with respect Guarantee Law do not apply to such payment shall be reinstated upon such restoration or return being madeit. (f) So long as any amount payable by the LD Subsidiary in connection with the Agreement is overdue Guarantor represents and unpaid, the Guarantor shall not exercise any right of subrogation. If at any time when any amount is overdue and unpaid the Guarantor receives any amount as a result of any action against the LD Subsidiary or any of its property or assets or otherwise for or on account of any payment made by the Guarantor under this Guaranty, the Guarantor shall forthwith pay that amount received by it, warrants to the extent necessary Company as set forth in Section 4.3 (Authority Relative to satisfy this Agreement), Section 4.4 (No Conflict; Required Filings and Consents), Section 4.5 (Absence of Litigation), Section 4.7 (Ownership of Company Share Capital), Section 4.8 (Sufficient Funds) and Section 4.9 (Brokers and Expenses), in each case, mutatis mutandis, as applicable to Guarantor if any such amount overdue and unpaid, references to the Beneficiary, Parent are replaced with references to be credited and applied against the amount so payable by the LD Subsidiary and until payment is made to the Beneficiary the Guarantor shall hold such amounts in trust for the BeneficiaryGuarantor. (g) If the LD Subsidiary merges For purposes of Section 6.2, all references to Parent or consolidates with to a party shall include Guarantor and all references to Subsidiaries of Parent shall include references to Subsidiaries of Guarantor. (h) Nothing in this Section 9.14 shall waive any defenses, counterclaims or into another entity, loses its separate legal identity rights of setoff that Parent or ceases to exist, the Guarantor shall nonetheless continue to be liable for the payment of all amounts payable by the LD Subsidiary Merger Sub may have under the this Agreement to the extent such amounts are not paid when due by the LD Subsidiaryor applicable Law.

Guaranty. (a) The Guarantor hereby (i) fullyguarantees to Purchaser, irrevocably and unconditionally guarantees shall stand as surety for, the due full and punctual complete payment and performance of any and all the obligations of the LD Subsidiary owed Seller pursuant to the Beneficiary Sale Agreement, including but not limited to the obligations of Seller to act as subservicer pursuant to the terms of an interim subservicing agreement and a subservicing agreement which are a part of the Sale Agreement. This is a guaranty of payment and performance and not of collection only. Guarantor shall not be discharged or released hereunder by reason of a discharge of Seller in bankruptcy, receivership or other proceeding, a disaffirmation or rejection of the Sale Agreement by a trustee, custodian, or other representative with respect to a bankruptcy or receivership, a stay or other enforcement restriction, or any other reduction, modification, impairment or limitation of the liability of Seller or any remedy of Purchaser. Except in accordance with Section 7, Guarantor shall not be discharged or released hereunder by reason of the full or partial transfer or assignment of Seller's obligations under the Sale Agreement (or the Mortgage Loan Subservicing Agreement or the Mortgage Loan Interim Subservicing Agreement which are incorporated into and (ii) acknowledges that any and all amounts payable by the Guarantor hereunder shall be pari passu with all other senior unsecured debt are a part of the GuarantorSale Agreement). (b) This is a continuing Guaranty and a guaranty of payment (not merely of collection), and it shall remain in full force and effect until all amounts payable by the LD Subsidiary to the Beneficiary under the Agreement have been validly, finally and irrevocably paid in full and shall not be affected in any way by the absence of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entity. (c) The Guarantor hereby agrees that it shall not be necessary, as a condition precedent to enforcement of this Guaranty, that a suit first be instituted against the LD Subsidiary or that any rights or remedies first be exhausted against the LD Subsidiary and the Guarantor hereby waives diligence, presentment, demand on the LD Subsidiary for payment or otherwise, filing of claims, requirement of a prior proceeding against the LD Subsidiary and protest or notice, except as may be provided for in the Agreement with respect to amounts payable by the LD Subsidiary. (d) The Guarantor agrees that, except by the complete and irrevocable payment of all amounts payable by the LD Subsidiary under the Agreement, its obligations under this Guaranty shall be unconditional and this Guaranty shall not be subject to any defense of set-off, counterclaim, recoupment or termination or discharge whatsoever by reason of the invalidity, illegality or unenforceability of any obligations under this Guaranty or any other defense that constitutes a legal or equitable discharge or defense of a guarantor or surety in its capacity as such irrespective of the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the LD Subsidiary or by any other circumstance, including, without limitation (i) assertions of amendment, waivers or forbearance affecting the Agreement or the related collateral; (ii) the LD Subsidiary’s lack of authorization to enter into the Agreement or its disability or bankruptcy; (iii) incomplete performance of the Agreement; (iv) delay by the Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantor. (e) If at any time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary or the Guarantor or otherwise, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made. (f) So long as any amount payable by the LD Subsidiary in connection with the Agreement is overdue and unpaid, the Guarantor shall not exercise any right of subrogation. If at any time when any amount is overdue and unpaid the Guarantor receives any amount as a result of any action recovery against the LD Subsidiary or any of its property or assets or otherwise for or on account of any payment made by the Guarantor under this GuarantyGuaranty is, however, limited, in the aggregate, to an amount calculated as set forth herein below (the "Guaranty Amount"): The Guaranty Amount shall equal, as of the date of the presentation by Purchaser to Guarantor of any claim for payment hereunder, Twenty Million Dollars ($20,000,000) times a fraction, the Guarantor shall forthwith pay that amount received by itnumerator of which is the aggregate outstanding principal balance of the mortgage loans which are the subject of the Sale Agreement as of the date of presentation of such claim, and the denominator of which is the aggregate outstanding principal balance of the mortgage loans which are the subject of the Sale Agreement as of the Effective Date. Notwithstanding anything to the extent necessary to satisfy any such amount overdue and unpaidcontrary contained herein, the Guaranty Amount shall never be greater than Twenty Million Dollars ($20,000,000) nor less than Fifteen Million Dollars ($15,000,000). The Guaranty Amount applies to the Beneficiary, to be credited and applied against the amount so payable by the LD Subsidiary and until payment is made liability of Guarantor under this Guaranty with respect to the Beneficiary the Guarantor shall hold such amounts in trust for the Beneficiary. (g) If the LD Subsidiary merges or consolidates obligations guaranteed under this Section 2, and not with or into another entity, loses its separate legal identity or ceases to exist, the Guarantor shall nonetheless continue to be liable for the payment of all amounts payable by the LD Subsidiary under the Agreement respect to the extent such amounts are not paid when due by par value of any mortgage loan which may be the LD Subsidiarysubject of a claim hereunder.

Guaranty. The undersigned, SWISS REINSURANCE COMPANY, a Swiss company (athe "Guarantor"), hereby absolutely, unconditionally and irrevocably guaranties the prompt payment as and when due of all present and future obligations of its indirect, wholly-owned subsidiary SWISS RE FINANCIAL PRODUCTS CORPORATION, a company incorporated in the State of Delaware ("THE GUARANTEED SUBSIDIARY") The Guarantor hereby (i) fullyincluding, irrevocably without limitation, any obligation in any capacity under, in connection with or ancillary to, contracts of insurance or reinsurance, contracts for borrowed money and unconditionally guarantees the due and punctual payment other evidences of indebtedness of any party, however characterized, securities transactions, derivative, securitization and all alternative risk transfer transactions, any obligation in the nature of credit extension, credit enhancement or contractual support, and any obligation relating to transactions governed by ISDA Master Agreements entered into from time to time by THE GUARANTEED SUBSIDIARY. In the case of transactions governed by ISDA Master Agreements, Guarantor's obligations under this Guaranty may be evidenced by and governed in accordance with the terms of a subguaranty (a "Subguaranty"), substantially in the LD Subsidiary owed to the Beneficiary under the Agreement and (ii) acknowledges that any and all amounts payable by the Guarantor hereunder shall be pari passu with all other senior unsecured debt of the Guarantor. (b) form attached hereto. This is a continuing Guaranty and constitutes a guaranty of payment (when due and not merely of collection)collection and is not conditional or contingent upon any attempts to collect from, and it shall remain in full force and effect until all amounts payable by the LD Subsidiary to the Beneficiary under the Agreement have been validly, finally and irrevocably paid in full and shall not be affected in any way by the absence of any action to obtain those amounts from the LD Subsidiary or any other guarantor pursue or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entity. (c) The Guarantor hereby agrees that it shall not be necessary, as a condition precedent to enforcement of this Guaranty, that a suit first be instituted against the LD Subsidiary or that exhaust any rights or remedies first be exhausted against the LD Subsidiary and the Guarantor hereby waives diligenceagainst, presentment, THE GUARANTEED SUBSIDIARY. A demand on the LD Subsidiary for payment or otherwise, filing of claims, requirement of a prior proceeding against the LD Subsidiary and protest or notice, except as hereunder may be provided for made in writing addressed to the Agreement with respect Chief Financial Officer of the Guarantor. Notwithstanding any reference to amounts payable by any obligation of THE GUARANTEED SUBSIDIARY, the LD Subsidiary. (d) The Guarantor agrees that, except by the complete and irrevocable payment of all amounts payable by the LD Subsidiary under the Agreement, its Guarantor's obligations under this Guaranty shall be unconditional are its absolute and this Guaranty shall independent obligations as a primary obligor and are in particular not be dependent in any way on the validity or enforceability of and are not subject to any defense or excuse otherwise available under the guaranteed obligations of setTHE GUARANTEED SUBSIDIARY (but no payment hereunder shall be required unless the guaranteed obligations are due and payable in accordance with their terms) and the Guaranty thereby constitutes and is intended by the parties to constitute a non-off, counterclaim, recoupment or termination or discharge whatsoever by reason accessory undertaking ("nicht akzessorische Verpflichtung") within the meaning of Art. I I I of the invalidity, illegality or unenforceability Swiss Code of Obligations ("CO") and not a mere surety ("Burgschaft") within the meaning of Art. 492 et seq. CO. Upon payment by the Guarantor to any obligations under this Guaranty or any other defense that constitutes a legal or equitable discharge or defense of a guarantor or surety in its capacity as such irrespective beneficiary of the existence of any bankruptcyamount due under the Guarantee, insolvency, reorganization or similar proceedings involving the LD Subsidiary or by any other circumstance, including, without limitation (i) assertions of amendment, waivers or forbearance affecting Guarantor shall be subrogated to the Agreement or the related collateral; (ii) the LD Subsidiary’s lack of authorization to enter into the Agreement or its disability or bankruptcy; (iii) incomplete performance rights of the Agreement; (iv) delay by the Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant beneficiary against THE GUARANTEED SUBSIDIARY to the Guarantor; extent satisfied by such payment, and (vi) failure to notify the beneficiary will take at the Guarantor. (e) If at any time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary or 's expense such steps as the Guarantor or otherwise, the Guarantor’s obligations hereunder with respect may reasonably request to implement such payment shall be reinstated upon such restoration or return being made. (f) So long as any amount payable by the LD Subsidiary in connection with the Agreement is overdue and unpaid, the subrogation. The Guarantor shall not exercise any right rights against THE GUARANTEED SUBSIDIARY which it may acquire in consequence of subrogationsuch payment or subrogation unless and until all the obligations of THE GUARANTEED SUBSIDIARY to such beneficiary shall have been paid in full. If at The Guarantor, and the signatories hereto acting jointly, hereby (i) authorize THE GUARANTEED SUBSIDIARY to deliver copies of this Guaranty, and to conclusively confirm its applicability to any time when transaction or obligation, to such persons as it deems necessary or advisable, including, without limitation, any amount is overdue counterparty to any transaction and unpaid the Guarantor receives any amount as rating agency engaged in providing a result rating of any action against the LD Subsidiary THE GUARANTEED SUBSIDIARY or any of its property obligations or assets or otherwise for or on account of any payment made product offered or in any manner contractually supported by THE GUARANTEED SUBSIDIARY and (ii) (a) authorize any one of the Chief Executive Officer, the Chief Financial Officer and the Chief Risk Officer of the Guarantor to execute in the name and on behalf of the Guarantor, in favor of the counterparty to any ISDA Master Agreement entered into by THE GUARANTEED SUBSIDIARY, and (b) authorize either such Member of the Executive Board or THE GUARANTEED SUBSIDIARY to deliver to such counterparty a Subguaranty issued under this Guaranty. This Guaranty is governed and will be construed in accordance with Swiss law. Exclusive place of jurisdiction for any legal proceeding hereunder shall be Zurich, the Guarantor shall forthwith pay that amount received by it, to the extent necessary to satisfy any such amount overdue and unpaid, to the Beneficiary, to be credited and applied against the amount so payable by the LD Subsidiary and until payment is made to the Beneficiary the Guarantor shall hold such amounts in trust for the BeneficiarySwitzerland. (g) If the LD Subsidiary merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist, the Guarantor shall nonetheless continue to be liable for the payment of all amounts payable by the LD Subsidiary under the Agreement to the extent such amounts are not paid when due by the LD Subsidiary.

Guaranty. (a) The Guarantor unconditionally and irrevocably guarantees (the “Guaranty”) in favour of the Sellers (the “Guaranteed Parties”) the full and punctual performance by the Buyers of each and every covenant and agreement of each of the Buyers pursuant to this Agreement and pursuant to any of the Transaction Documents to which such Buyer is a party, including the payment of the Purchase Price and other amounts under Article II and any payments for indemnification under Article IX (the “Guaranteed Obligations”). Upon the failure of any Buyer to pay any amounts due by it under Article II or Article IX when and as the same shall become due, Guarantor hereby (i) fullypromises to pay, irrevocably and unconditionally guarantees shall upon receipt of written demand by Sellers forthwith pay, to Sellers such amounts in lawful money of the United States. Sellers shall only deliver such written demand to the Guarantor, and any such written demand shall only be effective, upon failure or refusal by any Buyer punctually to pay or perform any of the Guaranteed Obligations in accordance with the terms of this Agreement. The Guaranty is a guarantee of payment when due and punctual payment not of any and all obligations of the LD Subsidiary owed to the Beneficiary under the Agreement and (ii) acknowledges that any and all amounts payable by the Guarantor hereunder shall be pari passu with all other senior unsecured debt of the Guarantorcollection. (b) This is a continuing To the fullest extent permitted by Law, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any law which would otherwise require any election of remedies by the Guaranteed Parties. The Guarantor waives promptness, diligence, notice of acceptance of this Guaranty and a guaranty of payment the Guaranteed Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the incurrence of any Guaranteed Obligations and all other notices of any kind (not merely of collectionexcept for notices to be provided to the Buyers and the Guarantor in accordance with Section 10.1), and it shall remain in full force and effect until all amounts payable defenses which may be available by the LD Subsidiary to the Beneficiary under the Agreement have been validly, finally and irrevocably paid in full and shall not be affected in any way by the absence virtue of any action stay, moratorium law or other similar law now or hereafter in effect, any right to obtain those amounts from require the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by marshalling of assets of the LD Subsidiary Buyers or any other person or entity. (c) interested in the transactions contemplated by this Agreement and the Transaction Documents. The Guarantor hereby agrees acknowledges that it shall not be necessary, as a condition precedent to enforcement will receive substantial direct and indirect benefits from consummation of the transactions contemplated by this Guaranty, that a suit first be instituted against the LD Subsidiary or that any rights or remedies first be exhausted against the LD Subsidiary Agreement and the Transaction Documents and that the waivers set forth in this Section 5.16 are knowingly made in contemplation of such benefits. The obligations of the Guarantor hereby waives diligence, presentment, demand on the LD Subsidiary for payment or otherwise, filing of claims, requirement of a prior proceeding against the LD Subsidiary and protest or notice, except as may be provided for in the Agreement with respect to amounts payable by the LD Subsidiary. (d) The Guarantor agrees that, except by the complete and irrevocable payment of all amounts payable by the LD Subsidiary under the Agreement, its obligations under this Guaranty shall be unconditional and this Guaranty shall not be subject to any defense reduction, limitation, impairment or termination for any reason, including any claim of set-offwaiver, release, surrender, alteration or compromise, and shall not be subject to any setoff, counterclaim, recoupment or termination or discharge whatsoever by reason of the invalidity, illegality or unenforceability of any obligations under this Guaranty the Guaranteed Obligations or any otherwise (other defense that constitutes a legal or equitable discharge or than defense of a guarantor payment or surety in its capacity as such irrespective of the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the LD Subsidiary or by any other circumstance, including, without limitation (i) assertions of amendment, waivers or forbearance affecting the Agreement or the related collateral; (ii) the LD Subsidiary’s lack of authorization to enter into the Agreement or its disability or bankruptcy; (iii) incomplete performance of the Agreement; (iv) delay by the Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantorperformance). (ec) If at any time payment under the Agreement is rescinded Nothing contained in this Guaranty (including, for greater certainty, in Section 5.16(b) above) shall constitute or must be otherwise restored construed as a waiver or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary or release by the Guarantor or otherwiseof, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made. (f) So long as any amount payable by the LD Subsidiary in connection with the Agreement is overdue and unpaid, the Guarantor shall not exercise be entitled to the full benefit of, the defenses, rights and remedies that would have been available to any right Buyer in respect of subrogation. If at the Guaranteed Obligations as if any time when any amount is overdue and unpaid the Guarantor receives any amount as a result of any action against the LD Subsidiary or any of its property or assets or otherwise for or on account of any payment demand hereunder had been made by the Guarantor under Sellers upon such Buyer directly and without reference to this Guaranty, including all equities that exist between each Buyer and the Sellers in respect of the Guaranteed Obligations. Additionally, any demand made by the Sellers upon the Guarantor hereunder shall forthwith pay that amount received by it, be subject to the extent necessary to satisfy any such amount overdue all limitations and unpaid, to the Beneficiary, to be credited and applied against the amount so payable by the LD Subsidiary and until payment is made to the Beneficiary the Guarantor shall hold such amounts in trust for the Beneficiary. (g) If the LD Subsidiary merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist, the Guarantor shall nonetheless continue to be liable for the payment exclusions of all amounts payable by the LD Subsidiary liability under the terms of this Agreement then available to any of the extent such amounts are not paid when due by Buyers in respect of the LD SubsidiaryGuaranteed Obligations.

Guaranty. Stratus Properties Inc., a Delaware corporation (the “Guarantor”) has joined herein for the sole purpose of evidencing the Guarantor’s guarantee, jointly and severally, of all of Seller’s obligations under this Agreement and all instruments to be executed and delivered by Seller at Closing. Except as set forth in the proviso below, Guarantor’s liability under this guaranty shall be limited to an amount equal to two percent (2%) of the Purchase Price, in the aggregate (the “Liability Cap”); provided, however, the Liability Cap shall not limit Guarantor’s liability to satisfy Seller’s indemnity obligations under Section 11.01 or Guarantor’s obligations under the Master Lease Guaranty or ▇▇▇▇ Indemnification Agreement. The Guarantor agrees that this guaranty shall be for the benefit of Purchaser and its successors and assigns and may be enforced by Purchaser (and such successors and assigns) independent of any action Purchaser may have against Seller. The Guarantor represents to Purchaser that (a) The Guarantor hereby (i) fully, irrevocably and unconditionally guarantees the due and punctual payment of any and all obligations of the LD Subsidiary owed to the Beneficiary under the Agreement and (ii) acknowledges that any and all amounts payable by the Guarantor hereunder shall be pari passu with all currently holds assets, other senior unsecured debt of than the Guarantor. ’s interest in the Property, having a fair market value of at least $5,000,000; (b) This the Guarantor is a continuing Guaranty an affiliate of Seller and, as such, expects to derive benefits from this Agreement; and a guaranty of payment (not merely of collection), and it shall remain in full force and effect until all amounts payable by the LD Subsidiary to the Beneficiary under the Agreement have been validly, finally and irrevocably paid in full and shall not be affected in any way by the absence of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entity. (c) The this guaranty has been approved by all applicable action and represents a legal, valid and binding obligation of the Guarantor hereby agrees that it shall not be necessary, as a condition precedent to enforcement of this Guaranty, that a suit first be instituted against the LD Subsidiary or that any rights or remedies first be exhausted against the LD Subsidiary enforceable in accordance with its terms. Seller and the Guarantor hereby waives diligence, presentment, demand on acknowledge and agree that Purchaser has relied and has the LD Subsidiary for payment or otherwise, filing of claims, requirement of a prior proceeding against the LD Subsidiary and protest or notice, except as may be provided for in the Agreement with respect right to amounts payable by the LD Subsidiary. (d) The Guarantor agrees that, except by the complete and irrevocable payment of all amounts payable by the LD Subsidiary under the Agreement, its obligations under this Guaranty shall be unconditional and this Guaranty shall not be subject to any defense of set-off, counterclaim, recoupment or termination or discharge whatsoever by reason of the invalidity, illegality or unenforceability of any obligations under this Guaranty or any other defense that constitutes a legal or equitable discharge or defense of a guarantor or surety in its capacity as such irrespective of the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the LD Subsidiary or by any other circumstance, including, without limitation (i) assertions of amendment, waivers or forbearance affecting the Agreement or the related collateral; (ii) the LD Subsidiary’s lack of authorization to enter into the Agreement or its disability or bankruptcy; (iii) incomplete performance of the Agreement; (iv) delay by the Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantor. (e) If at any time payment under the Agreement is rescinded or must be otherwise restored or returned rely upon the insolvency, bankruptcy or reorganization of the LD Subsidiary or the Guarantor or otherwise, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made. (f) So long as any amount payable by the LD Subsidiary foregoing in connection with Purchaser’s consummation of the Agreement is overdue and unpaid, the Guarantor shall not exercise any right of subrogation. If at any time when any amount is overdue and unpaid the Guarantor receives any amount as a result of any action against the LD Subsidiary or any of its property or assets or otherwise for or on account of any payment made by the Guarantor under transaction set forth in this Guaranty, the Guarantor shall forthwith pay that amount received by it, to the extent necessary to satisfy any such amount overdue and unpaid, to the Beneficiary, to be credited and applied against the amount so payable by the LD Subsidiary and until payment is made to the Beneficiary the Guarantor shall hold such amounts in trust for the BeneficiaryAgreement. (g) If the LD Subsidiary merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist, the Guarantor shall nonetheless continue to be liable for the payment of all amounts payable by the LD Subsidiary under the Agreement to the extent such amounts are not paid when due by the LD Subsidiary.

Guaranty. (a) The Subject to clause (b) of this Section 2 Guarantor hereby (i) fullyhereby, irrevocably unconditionally and unconditionally irrevocably, guarantees to Buyer the due prompt and punctual complete payment of any and all obligations performance of the LD Subsidiary owed to Obligations by Seller when due (whether at the Beneficiary under stated maturity, by acceleration or otherwise), as the Agreement and (ii) acknowledges that any and all amounts payable by the Guarantor hereunder shall be pari passu with all other senior unsecured debt of the Guarantorcase may be. (b) This is a continuing Notwithstanding anything in this Guaranty or in any other Transaction Document to the contrary and a guaranty of payment subject to clauses (not merely of collectionc), (d), (e) and it (g) below, the maximum liability of Guarantor under this Guaranty shall remain in full force and effect until no event exceed fifty percent (50%) of the then-current aggregate outstanding Repurchase Price of all amounts payable by the LD Subsidiary to the Beneficiary under the Agreement have been validly, finally and irrevocably paid in full and shall not be affected in any way by the absence of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entityPurchased Assets. (c) The Guarantor hereby agrees that it Notwithstanding the foregoing, the limitation on recourse liability as set forth in clause (b) above SHALL BECOME NULL AND VOID and shall not be necessary, as a condition precedent to enforcement of this Guaranty, that a suit first be instituted against the LD Subsidiary or that any rights or remedies first be exhausted against the LD Subsidiary no further force and effect and the Obligations immediately shall become full recourse to Guarantor hereby waives diligence, presentment, demand on the LD Subsidiary for payment or otherwise, filing of claims, requirement of a prior proceeding against the LD Subsidiary and protest or notice, except as may be provided for in the Agreement event of any of the following: (i) a voluntary bankruptcy or insolvency proceeding is commenced by Seller or Guarantor under the Bankruptcy Code or any similar federal or state law; or (ii) an involuntary bankruptcy or insolvency proceeding is commenced against Seller or Guarantor in connection with respect to amounts payable by which Seller, Guarantor, or any Affiliate of any of the LD Subsidiaryforegoing has or have colluded in any way with the creditors commencing or filing such proceeding. (d) The In addition to the foregoing and notwithstanding the limitation on recourse liability set forth in clause (b) above, Guarantor agrees thatshall be liable for any and all actual out-of-pocket losses, except costs, claims, expenses or other liabilities incurred by Buyer arising out of or attributable to the complete following items: (i) fraud or intentional misrepresentation by Seller, Guarantor or any Affiliate of Seller or Guarantor in connection with the execution and irrevocable payment the delivery of all amounts payable any Transaction Document, or any certificate, report, financial statement or other instrument or document furnished to Buyer at the time of the closing of the Repurchase Agreement or during the term of the Repurchase Agreement; (ii) a Recharacterization Event; (iii) any material breach of the separateness covenants set forth in Section 13 of the Repurchase Agreement; (iv) any Change of Control; (v) any material breach of any representations and warranties made by Seller, Pledgor, Guarantor or any Affiliate of Seller contained in any Transaction Document, including but not limited to any representations and warranties relating to Environmental Laws, or any indemnity for costs incurred in connection with the LD Subsidiary violation of any Environmental Law, the correction of any environmental condition, or the removal of any substances, materials, wastes, pollutants or contaminants defined as hazardous or toxic or regulated under any applicable Environmental Law, in each case in any way affecting Seller’s or any of its Affiliate’s properties or any of the AgreementPurchased Assets; provided, its obligations that Guarantor shall have no liability under this Guaranty shall be unconditional and this Guaranty shall not be subject clause (d)(v) with respect to breaches of representations or warranties relating to any defense Environmental Laws, violations of set-off, counterclaim, recoupment Environmental Laws or termination environmental conditions relating to conditions on any Mortgaged Property first arising on or discharge whatsoever by reason after the date upon which Buyer enforces its remedies with respect to the related Purchased Asset pursuant to Section 14(b)(iii) or 14(b)(iv) of the invalidity, illegality or unenforceability Repurchase Agreement following an Event of Default; or (vi) any failure of Seller to perform the Assumed Obligations relating to any Purchased Asset during the period that such Assumed Obligations are the obligations under this Guaranty or any other defense that constitutes a legal or equitable discharge or defense of a guarantor or surety in its capacity as such irrespective Seller pursuant to Section 6(e) of the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the LD Subsidiary or by any other circumstance, Repurchase Agreement (including, without limitation (i) assertions limitation, any cost of amendmentdefense, waivers including reasonable attorneys’ fees of outside counsel, incurred by Buyer in connection with any claim, action, litigation or forbearance affecting other proceeding brought against Buyer by a Mortgagor as a result of such failure of Seller to perform the Agreement or the related collateral; (ii) the LD Subsidiary’s lack of authorization to enter into the Agreement or its disability or bankruptcy; (iii) incomplete performance of the Agreement; (iv) delay by the Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the GuarantorAssumed Obligations). (e) If at Notwithstanding the limitation on recourse liability set forth in clause (b) above, Guarantor agrees to pay all actual out-of-pocket costs and expenses that Buyer incurs defending itself or asserting any time payment rights in any litigation commenced by or against a Mortgagor, guarantor, participant or other obligor or lender under a Purchased Asset and arising out of or relating to any event of default by such Mortgagor, guarantor, participant or other obligor or lender under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary or the Guarantor or otherwise, the Guarantor’s obligations hereunder related Purchased Asset Documents prior to Buyer enforcing its remedies with respect to such payment shall be reinstated upon such restoration the related Purchased Asset pursuant to Section 14(b)(iii) or return being made14(b)(iv) of the Repurchase Agreement. (f) So long as Nothing herein shall be deemed to be a waiver of any right which Buyer may have under Section 506(a), 506(b), 1111(b) or any other provision of the Bankruptcy Code to file a claim for the full amount payable of the indebtedness secured by the LD Subsidiary Repurchase Agreement or to require that all collateral shall continue to secure all of the indebtedness owing to Buyer in connection accordance with the Repurchase Agreement is overdue and unpaid, the Guarantor shall not exercise any right of subrogation. If at any time when any amount is overdue and unpaid the Guarantor receives any amount as a result of any action against the LD Subsidiary or any of its property or assets or otherwise for or on account of any payment made by the Guarantor under this Guaranty, the Guarantor shall forthwith pay that amount received by it, to the extent necessary to satisfy any such amount overdue and unpaid, to the Beneficiary, to be credited and applied against the amount so payable by the LD Subsidiary and until payment is made to the Beneficiary the Guarantor shall hold such amounts in trust for the Beneficiaryother Transaction Documents. (g) If Notwithstanding the LD Subsidiary merges limitation on recourse liability set forth in clause (b) above, Guarantor further agrees to pay all reasonable and documented out-of-pocket expenses (including, without limitation, all reasonable out-of-pocket fees and disbursements of outside counsel) which are actually incurred by Buyer in enforcing, or consolidates obtaining advice of counsel in respect of, any rights with respect to, or into another entitycollecting, loses its separate legal identity any or ceases all of the Obligations and/or enforcing any rights with respect to, or collecting against, Guarantor under this Guaranty. (h) No payment or payments made by Seller or any other Person or received or collected by Buyer from Seller 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 existtime, in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of Guarantor shall nonetheless continue to be under this Guaranty which shall, notwithstanding any such payment or payments, remain liable for the payment amount of all amounts payable by the LD Subsidiary under the Agreement Obligations (subject to the extent limitations set forth in Section 2(b) hereof) until the Obligations are paid in full; provided, that this provision is not intended to allow Buyer to recover an amount greater than the amount of the Obligations (subject to the limitations set forth in Section 2(b) hereof). (i) Guarantor agrees that whenever, at any time, or from time to time, Guarantor shall make any payment to Buyer on account of Guarantor’s liability under this Guaranty, Guarantor will notify Buyer in writing that such amounts are not paid when due by the LD Subsidiarypayment is made under this Guaranty for such purpose.

Guaranty. Exhibit C – Form of Guaranty Agreement (a) The Each Guarantor hereby (i) fullyabsolutely, unconditionally and irrevocably and unconditionally guarantees the due and punctual payment and performance, when due, whether at stated maturity, by acceleration or otherwise, of all Secured Obligations other than any thereof for which it is primarily liable (collectively, the “Guaranteed Obligations”); provided, however, that as used herein “Guaranteed Obligations” shall not include the Excluded Swap Obligations. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Credit Party to the Administrative Agent, the Issuing Lender or any Lender under the Credit Documents and by any other Credit Party to a Swap Counterparty, Banking Services Provider, or any other Secured Party but for the fact that they are unenforceable or not allowable due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding involving any other Credit Party. Notwithstanding the foregoing, the Guaranteed Obligations of any and all obligations Guarantor shall not include the Excluded Swap Obligations of the LD Subsidiary owed to the Beneficiary under the Agreement and (ii) acknowledges that any and all amounts payable by the Guarantor hereunder shall be pari passu with all other senior unsecured debt of the such Guarantor. (b) This is In order to provide for just and equitable contribution among the Guarantors, the Guarantors agree that in the event a continuing payment shall be made on any date under this Guaranty and a guaranty of payment by any Guarantor (not merely of collectionthe “Funding Guarantor”), and it each other Guarantor (each a “Contributing Guarantor”) shall remain indemnify the Funding Guarantor in full force and effect until all amounts payable by the LD Subsidiary an amount equal to the Beneficiary under amount of such payment, in each case multiplied by a fraction the Agreement have been validly, finally numerator of which shall be the net worth of the Contributing Guarantor as of such date and irrevocably paid in full and the denominator of which shall not be affected in the aggregate net worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any way by payment to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the absence rights of any action such Funding Guarantor to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entityextent of such payment. (c) The Anything contained in this Guaranty to the contrary notwithstanding, the obligations of each Guarantor hereby agrees that it shall not be necessary, as a condition precedent to enforcement of this Guaranty, that a suit first be instituted against the LD Subsidiary or that any rights or remedies first be exhausted against the LD Subsidiary and the Guarantor hereby waives diligence, presentment, demand on the LD Subsidiary for payment or otherwise, filing of claims, requirement of a prior proceeding against the LD Subsidiary and protest or notice, except as may be provided for in the Agreement with respect to amounts payable by the LD Subsidiary. (d) The Guarantor agrees that, except by the complete and irrevocable payment of all amounts payable by the LD Subsidiary under the Agreement, its obligations under this Guaranty on any date shall be unconditional and this Guaranty shall not be limited to a maximum aggregate amount equal to the largest amount that would not, on such date, render its obligations hereunder subject to any defense of set-off, counterclaim, recoupment avoidance as a fraudulent transfer or termination or discharge whatsoever by reason conveyance under Section 548 of the invalidity, illegality or unenforceability Bankruptcy Code of any obligations under this Guaranty the United States or any other defense that constitutes a legal or equitable discharge or defense applicable provisions of a guarantor or surety in its capacity as such irrespective of the existence of any comparable laws relating to bankruptcy, insolvency, reorganization or similar proceedings involving the LD Subsidiary reorganization, or by any other circumstance, including, without limitation relief of debtors (i) assertions of amendment, waivers or forbearance affecting the Agreement or the related collateral; (ii) the LD Subsidiary’s lack of authorization to enter into the Agreement or its disability or bankruptcy; (iii) incomplete performance of the Agreement; (iv) delay by the Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantor. (e) If at any time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary or the Guarantor or otherwisecollectively, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made. (f) So long as any amount payable by the LD Subsidiary in connection with the Agreement is overdue and unpaid“Fraudulent Transfer Laws”), the Guarantor shall not exercise any right of subrogation. If at any time when any amount is overdue and unpaid the Guarantor receives any amount as a result of any action against the LD Subsidiary or any of its property or assets or otherwise for or on account of any payment made by the Guarantor under this Guaranty, the Guarantor shall forthwith pay that amount received by it, but only to the extent necessary to satisfy that any such amount overdue and unpaid, to the Beneficiary, Fraudulent Transfer Law has been found in a final non-appealable judgment of a court of competent jurisdiction to be credited and applied against the amount so payable by the LD Subsidiary and until payment is made applicable to the Beneficiary the Guarantor shall hold such amounts obligations as of such date, in trust for the Beneficiary. (g) If the LD Subsidiary merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist, the Guarantor shall nonetheless continue to be liable for the payment of all amounts payable by the LD Subsidiary under the Agreement to the extent such amounts are not paid when due by the LD Subsidiary.each case:

Guaranty. (a) The Guarantor 21.5.1 MGM MIRAGE hereby (i) fully, irrevocably and unconditionally guarantees to Owner and its successors and assigns the due payment and punctual payment performance of any and all obligations obligations, performances, indemnities, liabilities and undertakings as and when the same shall be required to be performed, discharged or become due or payable by or on behalf of Manager in accordance with the LD Subsidiary owed terms of this Agreement (collectively, the “Guaranteed Obligations”) to the Beneficiary under end and intent that MGM MIRAGE shall be liable to Owner at all times and to the Agreement same extent and (ii) acknowledges that tenor as Operator hereunder for the payment and performance of any and all amounts payable by obligations, performances, indemnities, liabilities and undertakings. No single claim or cause of action with respect to the Guarantor hereunder Guaranteed Obligations shall be pari passu with all other senior unsecured debt of satisfy or release MGM MIRAGE from the Guarantor. (b) This is a continuing Guaranty and a guaranty of payment (not merely of collection)Guaranteed Obligations, and it this guaranty shall remain continue in full force and effect until completion of Operator’s obligations. Upon the satisfaction of all amounts payable by Guaranteed Obligations hereunder, Owner shall provide MGM MIRAGE with an acknowledgement of release and discharge. (a) The guaranty set forth in this Section 21.5 is a guaranty of payment and performance and not of collection, is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the LD Subsidiary to future, including Guaranteed Obligations arising or accruing after bankruptcy of MGM MIRAGE. The liability of MGM MIRAGE under this Section 21.5 shall be direct and immediate and not conditional or contingent on the Beneficiary under the Agreement have been validly, finally and irrevocably paid in full and shall not be affected in any way by the absence pursuit of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed remedies against any other security provided by the LD Subsidiary Manager or any other person or entity. If there is a failure in the payment or performance of the Guaranteed Obligations, Owner may enforce its rights, powers and remedies hereunder, in any order, without demand or notice of any kind, and without exercising any rights or remedies against Operator or any other person or entity, and all such rights, powers and remedies available to Owner shall be nonexclusive and cumulative of all other available rights, powers and remedies until all Guaranteed Obligations are satisfied. Guarantor waives and releases any right of subrogation against Operator or any other person or entity, and waives any rights to enforce any remedy which MGM MIRAGE may have against Manager. This Section 21.5 shall continue to be effective or shall automatically be revived, reinstated, and restored, as the case may be, if at any time any payment or performance of any Guaranteed Obligations is avoided, rescinded or rendered ineffective or must otherwise be paid, returned or restored by Owner or any other person pursuant to state or federal law, in connection with or as the result of the bankruptcy, insolvency or reorganization of MGM MIRAGE or Operator, all as though such payment or performance had not occurred or been tendered or made, as the case may be. MGM MIRAGE shall have no authority to revoke the guaranty pursuant to this Section 21.5, but if any such revocation shall be deemed to have occurred by operation of law or otherwise, the provisions of this Section 21.5 shall continue to apply notwithstanding such revocation. (b) The obligations of MGM MIRAGE pursuant to the guaranty in this Section 21.5, are independent of the obligations of Manager or any other person. Owner may bring action against MGM MIRAGE without bringing action against Operator or any other person and otherwise independently of any other right, power or remedy (each, a “Remedy”) that may be available to Owner at any time. MGM MIRAGE waives any right to require Owner at any time to proceed against Operator or any other person, or otherwise enforce, proceed against or pursue any other Remedy in the Owner’s power. (c) The Guarantor hereby agrees that it shall not be necessary, as a condition precedent MGM MIRAGE waives any defense to the enforcement of the guaranty in this GuarantySection 21.5 arising by reason of: (i) any present or future Legal Requirements, or orders affecting any Remedy of the Owner; (ii) any discharge or release of any other guarantor or any impairment or suspension of any Remedy of Owner, whether resulting from any act or omission of the Owner or any other person or by operation of law or otherwise; (iii) the lack of authority or any bankruptcy, insolvency or reorganization of Operator, any guarantor or any disability or other defense of Operator or any other guarantor; (iv) any other action by Owner, whether authorized by this Section 21.5 or otherwise, or any omission by Owner or other failure of Owner to pursue, or any delay in pursuing, any other Remedy in Owner’s power; (v) any defense or benefits that a suit first may be instituted against derived from any Legal Requirements of the LD Subsidiary State of California or that any rights other jurisdiction, and all other suretyship defenses it would otherwise have under the Legal Requirements of the State of California or remedies first be exhausted against any other jurisdiction; (vi) all benefits of any statute of limitations affecting MGM MIRAGE’s liability under or the LD Subsidiary enforcement of the guaranty in this Section 21.5; (vii) all setoffs and the Guarantor hereby waives counterclaims; (viii) promptness, diligence, presentment, demand on the LD Subsidiary for payment or otherwiseperformance and protest; (ix) notice of nonperformance, filing of claimsdefault, requirement of a prior proceeding against the LD Subsidiary and acceleration, protest or noticedishonor, (x) the absence, except as may be provided for in impairment or loss of any right of reimbursement, contribution or subrogation or any other right or remedy of MGM MIRAGE against Manager; or (xi) any modification of the Agreement with respect to amounts payable by the LD SubsidiaryGuaranteed Obligations. (d) The Guarantor agrees thatMGM MIRAGE hereby waives all benefits that might otherwise be available to MGM MIRAGE under California Civil Code Sections 2787 through 2855, except inclusive, and 3433, among other provisions of like effect. (e) MGM MIRAGE hereby acknowledges that (A) the obligations undertaken by MGM MIRAGE pursuant to the complete guaranty in this Section 21.5 are complex in nature; and irrevocable payment (B) numerous possible defenses to the enforceability of all amounts payable by the LD Subsidiary under these obligations may presently exist and/or may arise hereafter; and (C) as part of Owner’s consideration for entering into the Agreement, its obligations under this Guaranty shall be unconditional Owner has specifically bargained for the waiver and this Guaranty shall not be subject relinquishment by MGM MIRAGE of all such defenses; and (D) MGM MIRAGE has had the opportunity to any defense seek and receive legal advice from skilled legal counsel in the area of set-off, counterclaim, recoupment or termination or discharge whatsoever by reason financial transactions of the invalidity, illegality or unenforceability of any obligations under this Guaranty or any other defense that constitutes a legal or equitable discharge or defense of a guarantor or surety in its capacity as such irrespective type contemplated herein. Given all of the existence of any bankruptcyabove, insolvencyMGM MIRAGE does hereby represent and confirm to the Owner that MGM MIRAGE is fully informed regarding, reorganization or similar proceedings involving the LD Subsidiary or by any other circumstance, including, without limitation and that MGM MIRAGE does thoroughly understand: (i) assertions the nature of amendment, waivers or forbearance affecting the Agreement or the related collateralall such possible defenses; and (ii) the LD Subsidiary’s lack circumstances under which such defenses may arise; and (iii) the benefits which such defenses might confer upon MGM MIRAGE; and (iv) the legal consequences to MGM MIRAGE of authorization waiving such defenses. MGM MIRAGE acknowledges that MGM MIRAGE makes the guaranty in this Section 21.5 with the intent that such guaranty and all of the informed waivers herein shall each and all be fully enforceable by the Owner, and that the Owner is induced to enter into the Agreement or its disability or bankruptcy; (iii) incomplete performance of the Agreement; (iv) delay by the Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantor. (e) If at any time payment under the Agreement is rescinded or must be otherwise restored or returned material reliance upon the insolvency, bankruptcy or reorganization of the LD Subsidiary or the Guarantor or otherwise, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being madepresumed full enforceability thereof. (f) So long as any amount payable by the LD Subsidiary in connection with the Agreement is overdue and unpaid, the Guarantor shall not exercise any right of subrogation. If at any time when any amount is overdue and unpaid the Guarantor receives any amount as a result of any action against the LD Subsidiary or any of its property or assets or otherwise for or on account of any payment made by the Guarantor under this Guaranty, the Guarantor shall forthwith pay that amount received by it, to the extent necessary to satisfy any such amount overdue and unpaid, to the Beneficiary, to be credited and applied against the amount so payable by the LD Subsidiary and until payment is made to the Beneficiary the Guarantor shall hold such amounts in trust for the Beneficiary. (g) If the LD Subsidiary merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist, the Guarantor shall nonetheless continue to be liable for the payment of all amounts payable by the LD Subsidiary under the Agreement to the extent such amounts are not paid when due by the LD Subsidiary.

Guaranty. (a) The To induce the Lenders to make the Loans, each Guarantor hereby (i) fullyabsolutely, unconditionally and irrevocably guarantees, jointly with the other Guarantors and unconditionally guarantees severally, as primary obligor and not merely as surety, the due full and punctual payment when due and in the currency due, whether at stated maturity or earlier, by reason of acceleration, mandatory prepayment or otherwise in accordance herewith or any and other Loan Document, of all the obligations of the LD Subsidiary owed to the Beneficiary Borrowers under the Agreement Loan Documents (collectively, the “Obligations”), whether or not from time to time reduced or extinguished or hereafter increased or incurred, whether or not recovery may be or hereafter may become barred by any statute of limitations, whether or not enforceable as against any Borrower, whether now or hereafter existing, and whether due or to become due, including principal, interest (ii) acknowledges that including interest at the contract rate applicable upon default accrued or accruing after the commencement of any and all amounts payable by the Guarantor hereunder shall be pari passu with all other senior unsecured debt proceeding under Title 11 of the GuarantorUnited States Code (the “Bankruptcy Code”), or any applicable provisions of comparable state or foreign law, whether or not such interest is an allowed claim in such proceeding), fees and costs of collection. This Guaranty constitutes a guaranty of payment and not of collection. (b) This Each Guarantor further agrees that, if any payment made by a Borrower or any other Person and applied to the Obligations is a continuing Guaranty at any time annulled, avoided, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid, then, to the extent of such payment or repayment, any such Guarantor’s liability hereunder (and a guaranty of payment (not merely of collection), any Lien or other collateral securing such liability) shall be and it shall remain in full force and effect until all amounts payable by effect, as fully as if such payment had never been made. If, prior to any of the LD Subsidiary to the Beneficiary under the Agreement foregoing, this Guaranty shall have been validlycancelled or surrendered (and if any Lien or other collateral securing such Guarantor’s liability hereunder shall have been released or terminated by virtue of such cancellation or surrender), finally and irrevocably paid in full and shall not be affected in any way by the absence of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entity. (c) The Guarantor hereby agrees that it shall not be necessary, as a condition precedent to enforcement of this Guaranty, that a suit first be instituted against the LD Subsidiary or that any rights or remedies first be exhausted against the LD Subsidiary and the Guarantor hereby waives diligence, presentment, demand on the LD Subsidiary for payment or otherwise, filing of claims, requirement of a prior proceeding against the LD Subsidiary and protest or notice, except as may be provided for in the Agreement with respect to amounts payable by the LD Subsidiary. (d) The Guarantor agrees that, except by the complete and irrevocable payment of all amounts payable by the LD Subsidiary under the Agreement, its obligations under this Guaranty shall be unconditional reinstated in full force and this Guaranty effect, and such prior cancellation or surrender shall not be subject to diminish, release, discharge, impair or otherwise affect the obligations of any defense of set-off, counterclaim, recoupment or termination or discharge whatsoever by reason such Guarantor in respect of the invalidity, illegality or unenforceability amount of any obligations under this Guaranty such payment (or any Lien or other defense that constitutes a legal or equitable discharge or defense of a guarantor or surety in its capacity as collateral securing such irrespective of the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the LD Subsidiary or by any other circumstance, including, without limitation (i) assertions of amendment, waivers or forbearance affecting the Agreement or the related collateral; (ii) the LD Subsidiary’s lack of authorization to enter into the Agreement or its disability or bankruptcy; (iii) incomplete performance of the Agreement; (iv) delay by the Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantorobligation). (e) If at any time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary or the Guarantor or otherwise, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made. (f) So long as any amount payable by the LD Subsidiary in connection with the Agreement is overdue and unpaid, the Guarantor shall not exercise any right of subrogation. If at any time when any amount is overdue and unpaid the Guarantor receives any amount as a result of any action against the LD Subsidiary or any of its property or assets or otherwise for or on account of any payment made by the Guarantor under this Guaranty, the Guarantor shall forthwith pay that amount received by it, to the extent necessary to satisfy any such amount overdue and unpaid, to the Beneficiary, to be credited and applied against the amount so payable by the LD Subsidiary and until payment is made to the Beneficiary the Guarantor shall hold such amounts in trust for the Beneficiary. (g) If the LD Subsidiary merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist, the Guarantor shall nonetheless continue to be liable for the payment of all amounts payable by the LD Subsidiary under the Agreement to the extent such amounts are not paid when due by the LD Subsidiary.

Guaranty. (a) The Guarantor hereby (i) fullyirrevocably, irrevocably absolutely and unconditionally guarantees to Lender the full, prompt and complete payment when due and punctual payment of any and all obligations of the LD Subsidiary owed to the Beneficiary under the Agreement and (ii) acknowledges that any and all amounts payable by the Guarantor hereunder shall be pari passu with all other senior unsecured debt of the GuarantorGuaranteed Obligations. (b) This is a continuing All sums payable to Lender under this Guaranty shall be payable on demand and a guaranty of payment (not merely of collection)without reduction for any offset, and it shall remain in full force and effect until all amounts payable by the LD Subsidiary to the Beneficiary under the Agreement have been validlyclaim, finally and irrevocably paid in full and shall not be affected in any way by the absence of any action to obtain those amounts from the LD Subsidiary counterclaim or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entitydefense. (c) The Guarantor hereby agrees that it shall not be necessaryto indemnify, as a condition precedent to enforcement of this Guarantydefend and save harmless Lender from and against any and all costs, that a suit first be instituted against the LD Subsidiary or that any rights or remedies first be exhausted against the LD Subsidiary and the Guarantor hereby waives diligencelosses, presentmentliabilities, demand on the LD Subsidiary for payment or otherwise, filing of claims, requirement causes of action, expenses and damages, including reasonable attorneys’ fees and disbursements, which Lender may suffer or which otherwise may arise by reason of Borrowers’ failure to pay any of the Guaranteed Obligations when due, irrespective of whether such costs, losses, liabilities, claims, causes of action, expenses or damages are incurred by Lender prior or subsequent to (i) Lender’s declaring the Principal, interest and other sums evidenced or secured by the Loan Documents to be due and payable, (ii) the commencement or completion of a prior proceeding against judicial or non-judicial foreclosure of any Mortgage or (iii) the LD Subsidiary and protest conveyance of all or notice, except as may be provided for in the Agreement with respect to amounts payable any portion of any Property by the LD Subsidiarydeed-in-lieu of foreclosure. (d) The Guarantor agrees that, except by the complete and irrevocable payment that no portion of all amounts payable by the LD Subsidiary under the Agreement, any sums applied (other than sums received from Guarantor in full or partial satisfaction of its obligations under this Guaranty hereunder), from time to time, in reduction of the Debt shall be unconditional and this Guaranty shall not be subject deemed to any defense of set-off, counterclaim, recoupment or termination or discharge whatsoever by reason have been applied in reduction of the invalidityGuaranteed Obligations until such time as the Debt has been paid in full, illegality or unenforceability of any obligations under this Guaranty or any other defense Guarantor shall have made the full payment required hereunder, it being the intention hereof that constitutes a legal or equitable discharge or defense of a guarantor or surety in its capacity as such irrespective the Guaranteed Obligations shall be the last portion of the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the LD Subsidiary or by any other circumstance, including, without limitation (i) assertions of amendment, waivers or forbearance affecting the Agreement or the related collateral; (ii) the LD Subsidiary’s lack of authorization to enter into the Agreement or its disability or bankruptcy; (iii) incomplete performance of the Agreement; (iv) delay by the Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantor. (e) If at any time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary or the Guarantor or otherwise, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made. (f) So long as any amount payable by the LD Subsidiary in connection with the Agreement is overdue and unpaid, the Guarantor shall not exercise any right of subrogation. If at any time when any amount is overdue and unpaid the Guarantor receives any amount as a result of any action against the LD Subsidiary or any of its property or assets or otherwise for or on account of any payment made by the Guarantor under this Guaranty, the Guarantor shall forthwith pay that amount received by it, to the extent necessary to satisfy any such amount overdue and unpaid, to the Beneficiary, Debt to be credited and applied against the amount so payable by the LD Subsidiary and until payment is made to the Beneficiary the Guarantor shall hold such amounts in trust for the Beneficiarydeemed satisfied. (g) If the LD Subsidiary merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist, the Guarantor shall nonetheless continue to be liable for the payment of all amounts payable by the LD Subsidiary under the Agreement to the extent such amounts are not paid when due by the LD Subsidiary.

Guaranty. (a) The Guarantor hereby (i) fullyirrevocably, irrevocably absolutely and unconditionally guarantees to Lender the full, prompt and complete payment when due (and punctual payment whether by reason of any acceleration of maturity or otherwise) the Payment Obligations, the Rate Lock Obligations, the Carry Obligations and all obligations of the LD Subsidiary owed to Recourse Obligations (collectively, the Beneficiary under the Agreement and (ii) acknowledges that any and all amounts payable by the Guarantor hereunder shall be pari passu with all other senior unsecured debt of the Guarantor"Guarantied Obligations"). (b) Notwithstanding anything to the contrary contained in this Guaranty, including, without limitation, Section 2(a) hereof, the Guarantied Obligations and Guarantor's maximum aggregate liability under this Guaranty shall be subject to reduction as follows: (i) Provided no Default or Event of Default then exists and that no default on the part of Guarantor then exists under this Guaranty, upon Substantial Completion, the aggregate maximum liability of Guarantor under this Guaranty with respect to the Payment Obligations shall be reduced to (A) an amount equal to 50% of the sum of (w) the Principal then outstanding, (x) any Advances made upon (or after) Substantial Completion, (y) interest accrued and thereafter accruing on the amounts described in (w) and (x) above and (z) all other fees, expenses and other charges (including the Yield Maintenance Premium) payable by Borrower to Lender under the Loan Documents plus (B) any sums then or thereafter payable by Guarantor pursuant to Section 16 of this Guaranty; (ii) Provided no Default or Event of Default then exists and that no default on the part of Guarantor then exists under this Guaranty, upon the Property achieving a Debt Service Coverage Ratio (as defined in the Loan Agreement, but using a six (6) month rather than a 12-month, period) after Substantial Completion of at least 1.0 to 1, the aggregate maximum liability of Guarantor under this Guaranty with respect to the Payment Obligations shall be reduced to (A) an amount equal to twenty-five percent (25%) of the sum of (w) the Principal then outstanding, (x) any Advances made upon (or after) Substantial Completion, (y) interest accrued and thereafter accruing on the amounts described in (w) and (x) above and (z) all other fees, expenses and other charges (including the Yield Maintenance Premium) payable by Borrower to Lender under the Loan Documents plus (B) any sums then or thereafter payable by Guarantor pursuant to Section 16 of this Guaranty; and (iii) Provided no Default or Event of Default then exists and that no default on the part of Guarantor then exists under this Guaranty, this Guaranty shall terminate with respect to the Payment Obligations, the Rate Lock Obligations, and the Carry Obligations (except with respect to Guarantor's liability for any sums due and payable under this Guaranty as of the date of such termination and any sums thereafter becoming payable pursuant to Section 16 of this Guaranty) on the Payment Obligations Termination Date. (iv) This is a continuing Guaranty and a guaranty of payment (not merely of collection)the Guarantied Obligations hereunder, and it including the Recourse Obligations, shall remain in full force and effect until all amounts payable by terminate on the LD Subsidiary Payment Obligations Termination Date, except to the Beneficiary under the Agreement have been validlyextent any such obligations exist and are unpaid, finally and irrevocably paid or not performed in full and shall not be affected in any way by the absence of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entityfull, on such date. (c) The Guarantor hereby agrees that it All sums payable to Lender under this Guaranty shall not be necessarypayable on demand and without reduction for any offset, as a condition precedent to enforcement of this Guarantyclaim, that a suit first be instituted against the LD Subsidiary counterclaim or that any rights or remedies first be exhausted against the LD Subsidiary and the Guarantor hereby waives diligence, presentment, demand on the LD Subsidiary for payment or otherwise, filing of claims, requirement of a prior proceeding against the LD Subsidiary and protest or notice, except as may be provided for in the Agreement with respect to amounts payable by the LD Subsidiarydefense. (d) The Guarantor hereby agrees thatto indemnify, except by the complete defend and irrevocable payment save harmless Lender from and against any and all costs, losses, liabilities, claims, causes of all amounts payable by the LD Subsidiary under the Agreementaction, its obligations under this Guaranty shall be unconditional expenses and this Guaranty shall not be subject to any defense of set-off, counterclaim, recoupment or termination or discharge whatsoever by reason of the invalidity, illegality or unenforceability of any obligations under this Guaranty or any other defense that constitutes a legal or equitable discharge or defense of a guarantor or surety in its capacity as such irrespective of the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the LD Subsidiary or by any other circumstancedamages, including, without limitation limitation, reasonable attorneys' fees and disbursements, which Lender may suffer or which otherwise may arise by reason of Borrower's failure to pay any of the Guarantied Obligations when due, irrespective of whether such costs, losses, liabilities, claims, causes of action, expenses or damages are incurred by Lender prior or subsequent to (i) assertions of amendmentLender's declaring the ▇▇▇▇▇▇pal, waivers interest and other sums evidenced or forbearance affecting secured by the Agreement or the related collateral; Loan Documents to be due and payable, (ii) the LD Subsidiary’s lack commencement or completion of authorization to enter into a judicial or non-judicial foreclosure of the Agreement Mortgage or its disability or bankruptcy; (iii) incomplete performance the conveyance of all or any portion of the Agreement; (iv) delay Property by the Beneficiary in making a claim; (v) lack deed-in-lieu of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantorforeclosure. (e) If at Subject to Section 2(b)(i) and (ii) above, Guarantor agrees that no portion of any sums applied (other than sums received from Guarantor in full or partial satisfaction of its obligations hereunder), from time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvencyto time, bankruptcy or reorganization in reduction of the LD Subsidiary or the Guarantor or otherwise, the Guarantor’s obligations hereunder with respect to such payment Debt shall be reinstated upon deemed to have been applied in reduction of the Guarantied Obligations until such restoration time as the Debt has been paid in full, or return being made. (f) So long as any amount payable by the LD Subsidiary in connection with the Agreement is overdue and unpaid, the Guarantor shall have made the full payment required hereunder, it being the intention hereof that the Guarantied Obligations shall be the last portion of the Debt to be deemed satisfied. Subject to Section 2(b)(i) and (ii) above, any amounts paid in reduction of the Debt by Guarantor during the First Period shall not exercise reduce the Guarantied Obligations during the Second Period. Subject to Section 2(b)(i) and (ii) above, any right amounts paid in reduction of subrogationthe Debt by Guarantor during the Second Period shall not reduce the Guarantied Obligations during the Third Period. If at any time when any amount is overdue and unpaid For purposes of this paragraph (e), (i) the Guarantor receives any amount as a result of any action against "First Period" shall mean the LD Subsidiary or any of its property or assets or otherwise for or on account of any payment made by period from the Guarantor under this Guarantydate hereof to Substantial Completion, (ii) the Guarantor Second Period shall forthwith pay that amount received by it, mean the period from Substantial Completion to the extent necessary reduction of the Payment Obligations pursuant to satisfy any such amount overdue Section 2(b)(iii), and unpaid, (iii) the Third Period shall mean the period from the end of the Second Period to the Beneficiary, to be credited and applied against the amount so payable by the LD Subsidiary and until payment is made to the Beneficiary the Guarantor shall hold such amounts in trust for the BeneficiaryPayment Obligations Termination Date. (g) If the LD Subsidiary merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist, the Guarantor shall nonetheless continue to be liable for the payment of all amounts payable by the LD Subsidiary under the Agreement to the extent such amounts are not paid when due by the LD Subsidiary.

Guaranty. (a) The Subject to the provisions hereof, Guarantor hereby (i) fully, irrevocably and unconditionally guarantees the due and punctual payment and performance of any and all the obligations of ▇▇▇▇▇▇ Investor 2 under and in accordance with the LD Subsidiary owed Contribution Agreement (such payment and performance obligations, collectively, the “Guaranteed Obligations”). To the extent that ▇▇▇▇▇▇ Investor 2 fails to pay or perform any Guaranteed Obligation when due, Guarantor shall promptly pay to the Beneficiary the amount due with respect to such Guaranteed Obligation in cash or otherwise perform such Guaranteed Obligation, without demand or notice whatsoever. This Guaranty shall constitute a guarantee of payment and not of collection. The liability of Guarantor under the Agreement Guaranty shall be subject to the following: a) Subject to Section 1(c), this Guaranty shall terminate and be of no further force and effect upon the earlier to occur of (i) the indefeasible payment in cash and performance in full of the Guaranteed Obligations and (ii) acknowledges that any and all amounts payable by the Closing (as defined in the Contribution Agreement); b) Guarantor hereunder shall be pari passu with subrogated to all other senior unsecured debt rights of the Guarantor. (b) This is a continuing Guaranty and a guaranty Beneficiary in respect of payment (not merely of collection), and it shall remain in full force and effect until all any amounts payable paid by the LD Subsidiary Guarantor pursuant to the Beneficiary under the Agreement have been validlyprovisions of this Guaranty; provided, finally and irrevocably paid in full and however, that Guarantor shall not be affected in any way by the absence of any action entitled to obtain those amounts from the LD Subsidiary or any other guarantor or surety enforce, or to proceed against receive any other security provided by payments arising out of or based upon, such right of subrogation until after the LD Subsidiary or any other person or entity.indefeasible payment in cash and performance in full of the Guaranteed Obligations; (c) The Guarantor hereby agrees that it This Guaranty shall not continue to be necessaryeffective or be reinstated, as a condition precedent to enforcement of this Guarantythe case may be, that a suit first be instituted against the LD Subsidiary or that any rights or remedies first be exhausted against the LD Subsidiary and the Guarantor hereby waives diligence, presentment, demand on the LD Subsidiary for payment or otherwise, filing of claims, requirement of a prior proceeding against the LD Subsidiary and protest or notice, except as may be provided for in the Agreement with respect to amounts payable by the LD Subsidiary. (d) The Guarantor agrees that, except by the complete and irrevocable payment of all amounts payable by the LD Subsidiary under the Agreement, its obligations under this Guaranty shall be unconditional and this Guaranty shall not be subject to any defense of set-off, counterclaim, recoupment or termination or discharge whatsoever by reason of the invalidity, illegality or unenforceability of any obligations under this Guaranty or any other defense that constitutes a legal or equitable discharge or defense of a guarantor or surety in its capacity as such irrespective of the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the LD Subsidiary or by any other circumstance, including, without limitation (i) assertions of amendment, waivers or forbearance affecting the Agreement or the related collateral; (ii) the LD Subsidiary’s lack of authorization to enter into the Agreement or its disability or bankruptcy; (iii) incomplete performance of the Agreement; (iv) delay by the Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantor. (e) If if at any time any payment under the Agreement of any Guaranteed Obligation is rescinded or must otherwise be otherwise restored returned by the Company (as defined in the Contribution Agreement) or returned upon the Beneficiary, whether as a result of the insolvency, bankruptcy or reorganization of the LD Subsidiary Guarantor or the Guarantor ▇▇▇▇▇▇ Investor 2 or otherwise, the Guarantor’s obligations hereunder with respect to all as though such payment shall be reinstated upon such restoration or return being had not been made. (f) So long as any amount payable by the LD Subsidiary in connection with the Agreement is overdue and unpaid, the Guarantor shall not exercise any right of subrogation. If at any time when any amount is overdue and unpaid the Guarantor receives any amount as a result of any action against the LD Subsidiary or any of its property or assets or otherwise for or on account of any payment made by the Guarantor under this Guaranty, the Guarantor shall forthwith pay that amount received by it, to the extent necessary to satisfy any such amount overdue and unpaid, to the Beneficiary, to be credited and applied against the amount so payable by the LD Subsidiary and until payment is made to the Beneficiary the Guarantor shall hold such amounts in trust for the Beneficiary. (g) If the LD Subsidiary merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist, the Guarantor shall nonetheless continue to be liable for the payment of all amounts payable by the LD Subsidiary under the Agreement to the extent such amounts are not paid when due by the LD Subsidiary.

Guaranty. Guarantor hereby guarantees and agrees to be personally liable for any and all sums payable under the Lease by Tenant and for the full performance and observance of each and every covenant and agreement of Tenant contained in the Lease (including all exhibits thereto) to the same extent as if Guarantor were the tenant under the Lease and had executed and delivered the Lease (including all exhibits attached thereto). Guarantor unconditionally and irrevocably guarantees that all sums stated in the Lease to be payable by Tenant will be promptly paid in full when due in accordance with the Lease and that Tenant will perform and observe each and every covenant and agreement in the Lease required to be performed and observed by Tenant. This Guaranty is irrevocable, unconditional and absolute, and if for any reason any such sums shall not be paid promptly when due, Guarantor will promptly after notice thereof and within the time period set forth in the Lease for the making of payment of any such sums, pay the same to the person entitled thereto pursuant to the Lease regardless of (a) The Guarantor hereby (i) fully, irrevocably and unconditionally guarantees the due and punctual payment of whether Landlord shall have taken any and all obligations of the LD Subsidiary owed steps to the Beneficiary under the Agreement and (ii) acknowledges that enforce any and all amounts payable by the Guarantor hereunder shall be pari passu with all other senior unsecured debt of the Guarantor. (b) This is a continuing Guaranty and a guaranty of payment (not merely of collection), and it shall remain in full force and effect until all amounts payable by the LD Subsidiary to the Beneficiary under the Agreement have been validly, finally and irrevocably paid in full and shall not be affected in any way by the absence of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed rights against any other security provided by the LD Subsidiary Tenant or any other person liable therefor to collect such sum or entity. any part thereof, (b) the termination of the Lease as a result of the default of Tenant thereunder, or (c) The any other condition or contingency which would not exonerate Guarantor hereby from liability under the Lease if it were the tenant thereunder. Guarantor also agrees that it to pay to Landlord such further amounts as shall not be necessary, as a condition precedent sufficient to enforcement cover the cost and expense of collecting such sums or any part thereof or of otherwise enforcing this Guaranty, that a suit first be instituted against the LD Subsidiary or that any rights or remedies first be exhausted against the LD Subsidiary and the Guarantor hereby waives diligence, presentment, demand on the LD Subsidiary for payment or otherwise, filing of claims, requirement of a prior proceeding against the LD Subsidiary and protest or notice, except as may be provided for in the Agreement with respect to amounts payable by the LD Subsidiary. (d) The Guarantor agrees that, except by the complete and irrevocable payment of all amounts payable by the LD Subsidiary under the Agreement, its obligations under this Guaranty shall be unconditional and this Guaranty shall not be subject to any defense of set-off, counterclaim, recoupment or termination or discharge whatsoever by reason of the invalidity, illegality or unenforceability of any obligations under this Guaranty or any other defense that constitutes a legal or equitable discharge or defense of a guarantor or surety in its capacity as such irrespective of the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the LD Subsidiary or by any other circumstance, including, without limitation (i) assertions of amendmentlimitation, waivers or forbearance affecting the Agreement or the related collateral; (ii) the LD Subsidiary’s lack of authorization to enter into the Agreement or its disability or bankruptcy; (iii) incomplete performance of the Agreement; (iv) delay by the Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantorreasonable attorneys' fees. (e) If at any time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary or the Guarantor or otherwise, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made. (f) So long as any amount payable by the LD Subsidiary in connection with the Agreement is overdue and unpaid, the Guarantor shall not exercise any right of subrogation. If at any time when any amount is overdue and unpaid the Guarantor receives any amount as a result of any action against the LD Subsidiary or any of its property or assets or otherwise for or on account of any payment made by the Guarantor under this Guaranty, the Guarantor shall forthwith pay that amount received by it, to the extent necessary to satisfy any such amount overdue and unpaid, to the Beneficiary, to be credited and applied against the amount so payable by the LD Subsidiary and until payment is made to the Beneficiary the Guarantor shall hold such amounts in trust for the Beneficiary. (g) If the LD Subsidiary merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist, the Guarantor shall nonetheless continue to be liable for the payment of all amounts payable by the LD Subsidiary under the Agreement to the extent such amounts are not paid when due by the LD Subsidiary.

Guaranty. The Reporting Entity will cause each Affiliate (other than the Company) which delivers a Guaranty of outstanding borrowings or available borrowing capacity (subject only to customary conditions) under a Material Credit Facility or becomes an obligor, co-obligor, borrower or co-borrower of outstanding borrowings or has available borrowing capacity (subject only to customary conditions) under a Material Credit Facility to concurrently enter into an Affiliate Guaranty, and as promptly as reasonably practicable will deliver to each of the holders of the Notes the following items: (a) The Guarantor hereby (i) fully, irrevocably and unconditionally guarantees the due and punctual payment of any and all obligations an executed counterpart of the LD Subsidiary owed joinder agreement pursuant to the Beneficiary under the Agreement and (ii) acknowledges that any and all amounts payable which such Affiliate has become bound by the Guarantor hereunder Affiliate Guaranty (it being understood that such joinder shall be pari passu with all other senior unsecured debt of also join any New PubCo hereto as the Guarantor.“Reporting Entity”); (b) This is a continuing Guaranty and a guaranty of payment (not merely of collection), and it shall remain in full force and effect until all amounts payable certificate signed by the LD Subsidiary President, a Vice President or another authorized Responsible Officer of such Affiliate making representations and warranties to the Beneficiary under effect of those contained in Sections 5.1, 5.2, 5.6 and 5.7, but with respect to such Affiliate and the Agreement have been validlyAffiliate Guaranty, finally and irrevocably paid in full and shall not be affected in any way by the absence of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entity.as applicable; (c) The Guarantor hereby agrees that it shall not be necessary, as a condition precedent to enforcement of this Guaranty, that a suit first be instituted against the LD Subsidiary or that any rights or remedies first be exhausted against the LD Subsidiary such documents and the Guarantor hereby waives diligence, presentment, demand on the LD Subsidiary for payment or otherwise, filing of claims, requirement of a prior proceeding against the LD Subsidiary and protest or notice, except as may be provided for in the Agreement evidence with respect to amounts payable such Affiliate as the Required Holders may reasonably request in order to establish the existence and, if applicable, good standing of such Affiliate and the authorization of the transactions contemplated by the LD Subsidiary.Affiliate Guaranty; (d) The Guarantor agrees thatan opinion of counsel reasonably satisfactory to the Required Holders to the effect that such Affiliate Guaranty has been duly authorized, except by executed and delivered and constitutes the complete legal, valid and irrevocable payment binding obligation of all amounts payable by such Affiliate enforceable in accordance with its terms, subject to customary exceptions, assumptions and qualifications; provided that an opinion from a nationally recognized law firm and/or in-house counsel of the LD Subsidiary under the Agreement, its obligations under this Guaranty Company shall be unconditional and this Guaranty shall not be subject to any defense of set-off, counterclaim, recoupment or termination or discharge whatsoever by reason of the invalidity, illegality or unenforceability of any obligations under this Guaranty or any other defense that constitutes a legal or equitable discharge or defense of a guarantor or surety in its capacity as such irrespective of the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the LD Subsidiary or by any other circumstance, including, without limitation (i) assertions of amendment, waivers or forbearance affecting the Agreement or the related collateral; (ii) the LD Subsidiary’s lack of authorization to enter into the Agreement or its disability or bankruptcy; (iii) incomplete performance of the Agreement; (iv) delay by the Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant reasonably satisfactory to the GuarantorRequired Holders; and (vi) failure to notify the Guarantor.STERIS CORPORATION NOTE PURCHASE AGREEMENT (e) If at any time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary or the Guarantor or otherwise, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made. (f) So long as any amount payable Foreign Guarantor, evidence of the acceptance by the LD Subsidiary in connection with Company or CT Corporation System, as applicable, of the Agreement is overdue and unpaid, appointment of designation provided for by Section 8 of the Guarantor shall not exercise any right of subrogation. If at any time when any amount is overdue and unpaid the Guarantor receives any amount as a result of any action against the LD Subsidiary or any of its property or assets or otherwise for or on account of any payment made by the Guarantor under this Affiliate Guaranty, the Guarantor shall forthwith pay that amount received by itas such Guarantor’s agent to receive, to the extent necessary to satisfy any such amount overdue for it and unpaidon its behalf, to the Beneficiaryservice of process, to be credited and applied against the amount so payable by the LD Subsidiary and until payment is made to the Beneficiary the Guarantor shall hold such amounts in trust for the Beneficiaryperiod from the date of such Affiliate Guaranty to May 14, 2031. (g) If the LD Subsidiary merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist, the Guarantor shall nonetheless continue to be liable for the payment of all amounts payable by the LD Subsidiary under the Agreement to the extent such amounts are not paid when due by the LD Subsidiary.

Guaranty. From and after the Execution Date (a) The as such term is defined under the Sublease), Guarantor hereby (i) fullyabsolutely, unconditionally and irrevocably guarantees, as principal obligor and unconditionally guarantees not merely as surety, to Sublessor, the due full, timely and punctual unconditional payment of any and all obligations performance, of the LD Subsidiary owed to Guaranteed Obligations strictly in accordance with the Beneficiary under the Agreement and (ii) acknowledges that any and all amounts payable by the Guarantor hereunder shall be pari passu with all other senior unsecured debt terms of the Guarantor. (b) Sublease, as such Guaranteed Obligations may be modified, amended, extended or renewed from time to time. This is a continuing Guaranty and a guaranty of payment (and performance and not merely of collection). Guarantor agrees that Guarantor is primarily liable for and responsible for the payment and performance of the Guaranteed Obligations. Guarantor shall be bound by all of the provisions, terms, conditions, restrictions and limitations contained in the Sublease which are to be observed or performed by Sublessee, the same as if Guarantor was named therein as Sublessee with joint and several liability with Sublessee, and it shall remain in full force and effect until all amounts payable by the LD Subsidiary to the Beneficiary any remedies that Sublessor has under the Agreement have been validlySublease against Sublessee shall apply to Guarantor as well. If Sublessee defaults in any Guaranteed Obligation under the Sublease, finally Guarantor shall in lawful money of the United States, pay to Sublessor on demand the amount due and irrevocably paid in full owing under the Sublease. Guarantor waives any rights to notices of acceptance, modifications, amendment, extension or breach of the Sublease. If Guarantor is a natural person, it is expressly agreed that this Guaranty shall survive the death of such guarantor and shall not be affected continue in any way by effect. The obligations of Guarantor under this Guaranty are independent of the absence obligations of any action to obtain those amounts from the LD Subsidiary Sublessee or any other guarantor guarantor. Guarantor acknowledges that this Guaranty and Guarantor's obligations and liabilities under this Guaranty are and shall at all times continue to be absolute and unconditional in all respects and shall be the separate and independent undertaking of Guarantor without regard to the genuineness, validity, legality or surety or to proceed against enforceability of the Sublease, and shall at all times be valid and enforceable irrespective of any other security provided by agreements or circumstances of any nature whatsoever which might otherwise constitute a defense to this Guaranty and the LD Subsidiary obligations and liabilities of Guarantor under this Guaranty or the obligations or liabilities of any other person or entity. entity (cincluding, without limitation, Sublessee) The relating to this Guaranty or the obligations or liabilities of Guarantor hereby agrees that it shall not be necessary, as a condition precedent to enforcement of this Guaranty, that a suit first be instituted against the LD Subsidiary hereunder or that any rights or remedies first be exhausted against the LD Subsidiary and the Guarantor hereby waives diligence, presentment, demand on the LD Subsidiary for payment or otherwise, filing of claims, requirement of a prior proceeding against the LD Subsidiary and protest or notice, except as may be provided for in the Agreement otherwise with respect to amounts payable the Sublease or to Sublessee. Guarantor hereby absolutely, unconditionally and irrevocably waives any and all rights it may have to assert any defense, set-off, counterclaim or cross-claim of any nature whatsoever with respect to this Guaranty or the obligations or liabilities of Guarantor under this Guaranty or the obligations or liabilities of any other person or entity (including, without limitation, Sublessee) relating to this Guaranty or the obligations or liabilities of Guarantor under this Guaranty or otherwise with respect to the Sublease, in any action or proceeding brought by the LD Subsidiary. (d) holder hereof to enforce the obligations or liabilities of Guarantor under this Guaranty. This Guaranty sets forth the entire agreement and understanding of the Sublessor and Guarantor with respect to the Guaranteed Obligations, and Guarantor acknowledges that no oral or other agreements, understandings, representations or warranties exist with respect to this Guaranty or with respect to the obligations or liabilities of Guarantor under this Guaranty. The obligations of Guarantor agrees that, except by the complete and irrevocable payment of all amounts payable by the LD Subsidiary under the Agreement, its obligations under this Guaranty shall be unconditional continuing and this Guaranty shall not be subject to irrevocable (a) during any defense period of set-offtime when the liability of Sublessee under the Sublease continues, counterclaim, recoupment or termination or discharge whatsoever by reason and (b) until all of the invalidityGuaranteed Obligations have been fully discharged by payment, illegality performance or unenforceability of any obligations under this Guaranty or any other defense that constitutes a legal or equitable discharge or defense of a guarantor or surety in its capacity as such irrespective of the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the LD Subsidiary or by any other circumstance, including, without limitation (i) assertions of amendment, waivers or forbearance affecting the Agreement or the related collateral; (ii) the LD Subsidiary’s lack of authorization to enter into the Agreement or its disability or bankruptcy; (iii) incomplete performance of the Agreement; (iv) delay by the Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantor. (e) compliance. If at any time all or any part of any payment received by Sublessor from Sublessee or Guarantor or any other person under or with respect to the Agreement is Sublease or this Guaranty has been refunded or rescinded pursuant to any court order, or must declared to be fraudulent or preferential, or are set aside or otherwise restored are required to be repaid to Sublessee, its estate, trustee, receiver or returned upon any other party, including as a result of the insolvency, bankruptcy or reorganization of the LD Subsidiary Sublessee or the Guarantor or otherwiseany other party (an “Invalidated Payment”), the then Guarantor’s obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made. (f) So long as any amount payable by the LD Subsidiary in connection with the Agreement is overdue and unpaid, the Guarantor shall not exercise any right of subrogation. If at any time when any amount is overdue and unpaid the Guarantor receives any amount as a result of any action against the LD Subsidiary or any of its property or assets or otherwise for or on account of any payment made by the Guarantor under this Guaranty, the Guarantor shall forthwith pay that amount received by itGuaranty shall, to the extent necessary of such Invalidated Payment be reinstated and deemed to satisfy have continued in existence as of the date that the original payment occurred. This Guaranty shall not be affected or limited in any such amount overdue and unpaidmanner by whether Sublessee may be liable, with respect to the BeneficiaryGuaranteed Obligations individually, to be credited and applied against the amount so payable by the LD Subsidiary and until payment is made to the Beneficiary the Guarantor shall hold such amounts in trust for the Beneficiaryjointly with other primarily, or secondarily. (g) If the LD Subsidiary merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist, the Guarantor shall nonetheless continue to be liable for the payment of all amounts payable by the LD Subsidiary under the Agreement to the extent such amounts are not paid when due by the LD Subsidiary.

Guaranty. (a) The Guarantor hereby (i) fullyThe Guarantors hereby, irrevocably jointly and severally, absolutely, unconditionally guarantees and irrevocably, guaranty to the Holders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Company when due and punctual payment of any and all obligations (whether at the stated maturity, by acceleration or otherwise) of the LD Subsidiary owed to the Beneficiary Obligations. The Guarantors’ liability under the Agreement this Guaranty shall be unlimited, open and continuous for so long as this Guaranty remains in force. (ii) acknowledges that Anything herein or in any and all amounts payable by other Transaction Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Documents shall in no event exceed the amount which can be pari passu with all other senior unsecured debt guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the Guarantorrights of creditors generally (after giving effect to the right of contribution set forth in Section 2(b)). (biii) This is a continuing Guaranty Each Guarantor agrees that the Obligations may at any time and a from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guaranty contained in this Section 2 or affecting the rights and remedies of payment the Holders hereunder. (not merely of collection), and it iv) The guaranty contained in this Section 2 shall remain in full force and effect until all amounts payable the Obligations and the obligations of each Guarantor under the guaranty contained in this Section 2 shall have been satisfied by payment in full. (v) No payment made by the LD Subsidiary to Company, any of the Beneficiary under the Agreement have been validlyGuarantors, finally and irrevocably paid in full and shall not be affected in any way by the absence of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided Person or received or collected by the LD Subsidiary Holders from the Company, any of the Guarantors, any other guarantor or any other person Person by virtue of any action or entity. (c) The Guarantor hereby agrees that it shall not be necessary, as a condition precedent to enforcement of this Guaranty, that a suit first be instituted against the LD Subsidiary proceeding or that any rights or remedies first be exhausted against the LD Subsidiary and the Guarantor hereby waives diligence, presentment, demand on the LD Subsidiary for payment or otherwise, filing of claims, requirement of a prior proceeding against the LD Subsidiary and protest or notice, except as may be provided for in the Agreement with respect to amounts payable by the LD Subsidiary. (d) The Guarantor agrees that, except by the complete and irrevocable payment of all amounts payable by the LD Subsidiary under the Agreement, its obligations under this Guaranty shall be unconditional and this Guaranty shall not be subject to any defense of set-off, counterclaim, recoupment off or termination appropriation or discharge whatsoever by reason of the invalidity, illegality or unenforceability of any obligations under this Guaranty or any other defense that constitutes a legal or equitable discharge or defense of a guarantor or surety in its capacity as such irrespective of the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the LD Subsidiary or by any other circumstance, including, without limitation (i) assertions of amendment, waivers or forbearance affecting the Agreement or the related collateral; (ii) the LD Subsidiary’s lack of authorization to enter into the Agreement or its disability or bankruptcy; (iii) incomplete performance of the Agreement; (iv) delay by the Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantor. (e) If application at any time or from time to time in reduction of or in payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor or otherwisehereunder which shall, the Guarantor’s obligations hereunder with respect to notwithstanding any such payment shall be reinstated upon such restoration or return being made. (f) So long as any amount payable by the LD Subsidiary in connection with the Agreement is overdue and unpaid, the Guarantor shall not exercise any right of subrogation. If at any time when any amount is overdue and unpaid the Guarantor receives any amount as a result of any action against the LD Subsidiary or any of its property or assets or otherwise for or on account of other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor under in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full. (vi) Notwithstanding anything to the contrary in this Guaranty, with respect to any defaulted non-monetary Obligations the Guarantor shall forthwith pay that amount received by it, to the extent necessary to satisfy any such amount overdue and unpaid, to the Beneficiary, to be credited and applied against the amount so payable specific performance of which by the LD Subsidiary and until payment Guarantors is made to not reasonably possible (e.g. the Beneficiary issuance of the Guarantor shall hold such amounts in trust for the Beneficiary. (g) If the LD Subsidiary merges or consolidates with or into another entity, loses its separate legal identity or ceases to existCompany’s Common Stock), the Guarantor Guarantors shall nonetheless continue to only be liable for making the payment of all amounts payable by Holders whole on a monetary basis for the LD Subsidiary under Company’s failure to perform such Obligations in accordance with the Agreement to the extent such amounts are not paid when due by the LD SubsidiaryTransaction Documents.

Guaranty. (a) The Guarantor hereby (i) fullyshall irrevocably, irrevocably absolutely, fully and unconditionally guarantees guarantee (the due “Guaranty”) to the Seller and punctual the other Seller Indemnitees the payment and performance of any and all obligations of the LD Subsidiary owed Purchaser under this Agreement, including the assumption of the Assumed Liabilities, without the requirement of any notice to the Beneficiary under the Agreement and (ii) acknowledges that Guarantor of any and all amounts payable nonpayment, nonperformance or nonobservance by the Purchaser or proof or notice or demand to or upon the Purchaser, all of which the Guarantor hereunder hereby expressly waives. The Guarantor hereby agrees that the Seller may proceed against the Guarantor separately or jointly before or after or simultaneously with proceeding against the Purchaser for a default by the Purchaser under or in connection with the enforcement of the Purchaser’s obligations under this Agreement or any other Transaction Documents. The Guaranty shall not be terminated or impaired in any way by reason of the bankruptcy or insolvency of the Purchaser and shall survive the Closing. The Guarantor agrees that this Guaranty shall be pari passu with all other senior unsecured debt of the Guarantor. (b) This is a continuing Guaranty continuing, absolute and a guaranty of payment (not merely of collection), unconditional and it shall remain and continue in full force and effect until all amounts payable by as to any amendment or other modification of this Agreement. No party has the LD Subsidiary right to rely upon the Guaranty other than the Seller and the Seller Indemnitees. Nothing in the Guaranty shall limit, restrict, or act as a waiver of the Guarantor’s right to assert any defenses to the Beneficiary payment of its obligations under the Guaranty that would be available to the Purchaser, at law or in equity with respect to a guaranteed obligation, all of which defenses shall remain and be available to the Guarantor, including any defenses relating to willful misconduct or Fraud and any defenses to the payment of the guaranteed obligations that are available to the Purchaser under this Agreement have been validly, finally and irrevocably paid in full and shall not be affected in any way by the absence of any action to obtain those amounts from the LD Subsidiary or any other guarantor agreement entered into, under, or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entity. (c) The Guarantor hereby agrees that it shall not be necessary, as a condition precedent to enforcement of this Guaranty, that a suit first be instituted against the LD Subsidiary or that any rights or remedies first be exhausted against the LD Subsidiary and the Guarantor hereby waives diligence, presentment, demand on the LD Subsidiary for payment or otherwise, filing of claims, requirement of a prior proceeding against the LD Subsidiary and protest or notice, except as may be provided for in the Agreement with respect to amounts payable by the LD Subsidiary. (d) The Guarantor agrees that, except by the complete and irrevocable payment of all amounts payable by the LD Subsidiary under the Agreement, its obligations under this Guaranty shall be unconditional and this Guaranty shall not be subject to any defense of set-off, counterclaim, recoupment or termination or discharge whatsoever by reason of the invalidity, illegality or unenforceability of any obligations under this Guaranty or any other defense that constitutes a legal or equitable discharge or defense of a guarantor or surety in its capacity as such irrespective of the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the LD Subsidiary or by any other circumstance, including, without limitation (i) assertions of amendment, waivers or forbearance affecting the Agreement or the related collateral; (ii) the LD Subsidiary’s lack of authorization to enter into the Agreement or its disability or bankruptcy; (iii) incomplete performance of the Agreement; (iv) delay by the Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantor. (e) If at any time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary or the Guarantor or otherwise, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made. (f) So long as any amount payable by the LD Subsidiary in connection with the Agreement is overdue and unpaid, the Guarantor shall not exercise any right of subrogation. If at any time when any amount is overdue and unpaid the Guarantor receives any amount as a result of any action against the LD Subsidiary or any of its property or assets or otherwise for or on account of any payment made by the Guarantor under this Guaranty, the Guarantor shall forthwith pay that amount received by it, to the extent necessary to satisfy any such amount overdue and unpaid, to the Beneficiary, to be credited and applied against the amount so payable by the LD Subsidiary and until payment is made to the Beneficiary the Guarantor shall hold such amounts in trust for the Beneficiarytransactions contemplated hereby. (g) If the LD Subsidiary merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist, the Guarantor shall nonetheless continue to be liable for the payment of all amounts payable by the LD Subsidiary under the Agreement to the extent such amounts are not paid when due by the LD Subsidiary.

Guaranty. (a) The In order to induce Seller to enter into this Agreement, Guarantor hereby (i) fully, irrevocably and unconditionally guarantees the due full and punctual prompt payment and performance of all obligations of Buyer under this Agreement as for Guarantor's own debt and obligation. Guarantor hereby waives any right to require Seller to take any action against Buyer prior to enforcing this guaranty against Guarantor. Guarantor agrees that Seller may grant one or more extensions to fulfill such obligations or release or reach a compromise with any person liable for such obligations without giving Guarantor notice or without obtaining Guarantor's consent. This guaranty is absolute, unconditional, continuing, primary and irrevocable under any and all obligations of the LD Subsidiary owed to the Beneficiary under the Agreement and (ii) acknowledges that any and all amounts payable by the Guarantor hereunder shall be pari passu with all other senior unsecured debt of the Guarantor. (b) This is a continuing Guaranty and a guaranty of payment (not merely of collection), and it shall remain in full force and effect until all amounts payable by the LD Subsidiary to the Beneficiary under the Agreement have been validly, finally and irrevocably paid in full circumstances and shall not be affected released, in any way whole or in part, by the absence of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entity. (c) The Guarantor hereby agrees that it shall not thing which might, but for this provision, be necessary, as a condition precedent to enforcement of this Guaranty, that a suit first be instituted against the LD Subsidiary or that any rights or remedies first be exhausted against the LD Subsidiary and the Guarantor hereby waives diligence, presentment, demand on the LD Subsidiary for payment or otherwise, filing of claims, requirement of a prior proceeding against the LD Subsidiary and protest or notice, except as may be provided for in the Agreement with respect to amounts payable by the LD Subsidiary. (d) The Guarantor agrees that, except by the complete and irrevocable payment of all amounts payable by the LD Subsidiary under the Agreement, its obligations under this Guaranty shall be unconditional and this Guaranty shall not be subject to any defense of set-off, counterclaim, recoupment or termination or discharge whatsoever by reason of the invalidity, illegality or unenforceability of any obligations under this Guaranty or any other defense that constitutes deemed a legal or equitable discharge or defense of a guarantor surety or surety in its capacity as such irrespective of the existence guarantor, or by reason of any bankruptcywaiver, insolvencyomission, reorganization action or similar proceedings involving the LD Subsidiary failure to act by Seller (whether or not Guarantor's risk is varied or increased or its rights or remedies are affected thereby), or by reason of any further dealings between Seller and Buyer, and Guarantor hereby expressly waives and surrenders any defense to its liability hereunder based upon, and shall be deemed to have consented to, the foregoing. Guarantor hereby waives notice of acceptance hereof, notice of non-payment or default by Buyer, presentment, demand, notice of dishonor, protest and any other circumstancenotices of any kind. This guaranty is a guarantee of payment and performance, includingnot merely of collection. This guaranty is subject to Guarantor's right to assert any defense which could be asserted by Buyer. Under no circumstances shall Guarantor's liability to Seller exceed the liability of Buyer to Seller hereunder; provided, without limitation (i) assertions however, that the discharge in bankruptcy of amendment, waivers or forbearance affecting the Agreement or the related collateral; (ii) the LD Subsidiary’s lack of authorization to enter into the Agreement or its disability or bankruptcy; (iii) incomplete performance of the Agreement; (iv) delay by the Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantor. (e) If at any time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary or the Guarantor or otherwise, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made. (f) So long as any amount payable by the LD Subsidiary in connection with the Agreement is overdue and unpaid, the Guarantor Buyer shall not exercise any right of subrogation. If at any time when any amount is overdue and unpaid the Guarantor receives any amount as a result of any action against the LD Subsidiary or any of its property or assets or otherwise for or on account of any payment made by the Guarantor under this Guaranty, the Guarantor shall forthwith pay that amount received by it, act to the extent necessary to satisfy any such amount overdue and unpaid, to the Beneficiary, to be credited and applied against the amount so payable by the LD Subsidiary and until payment is made to the Beneficiary the Guarantor shall hold such amounts in trust for the Beneficiarydischarge Guarantor's obligations hereunder. (g) If the LD Subsidiary merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist, the Guarantor shall nonetheless continue to be liable for the payment of all amounts payable by the LD Subsidiary under the Agreement to the extent such amounts are not paid when due by the LD Subsidiary.

Guaranty. (a) The Guarantor Guarantors jointly and severally hereby irrevocably, absolutely and unconditionally guarantee the full and punctual performance and payment when due of all the Obligations (as defined below); (i) fullyprovided, however, that (A) no claim may be brought under this Guaranty unless notice of such claims or a claim against Buyer with respect to the Obligations is given by either r Seller prior to the fifth anniversary of the date hereof and (B) the aggregate liability of Guarantors under the Guaranty shall not exceed four million dollars ($4,000,000); (ii) provided further, that in the event that Public Service Company of Colorado ("PSCo.") agrees in writing, in form and substance reasonably satisfactory to Sand Creek, to unconditionally and irrevocably release Sand Creek and unconditionally guarantees the due and punctual payment of Intermountain Chemical, Inc. ("ICI") from any and all obligations and liabilities under or relating to that certain letter agreement, dated September 12, 1995, among PSCo., ICI and Conoco, Inc. ("Conoco") (the "Letter Agreement") and the construction and operation of the LD Subsidiary owed pipeline referenced therein, then the deadline for bringing any claim as described in clause 1.1 (a) (i)(A) above shall be accelerated to the Beneficiary second anniversary of the date hereof and the maximum aggregate liability of the Guarantors under the Agreement Guaranty shall be limited to two million dollars ($2,000,000); and (iii) provided further, that in the event that Conoco also agrees in writing, in form and (ii) acknowledges that substance reasonably satisfactory to Sand Creek, to unconditionally and irrevocably release Sand Creek and ICI from any and all amounts payable by obligations and liabilities under or relating to the Guarantor hereunder Letter Agreement and the construction and operation of the pipeline referenced herein, then the maximum liability of each of the Guarantors under this Guaranty shall be pari passu with all other senior unsecured debt limited to one million dollars ($1,000,000) and the guaranty of the GuarantorGuarantors hereunder will become several, but not joint. (b) This is a continuing Guaranty and constitutes a guaranty of performance and payment (when due and not merely of collection), and it shall remain in full force and effect until all amounts payable by the LD Subsidiary to the Beneficiary under the Agreement have been validly, finally and irrevocably paid in full and shall not be affected in any way by the absence of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entity. (c) The Guarantor hereby agrees . Guarantors specifically agree that it shall not be necessarynecessary or required that Sellers exercise any right, assert any claim or demand or enforce any remedy whatsoever against Buyer or any other Person before or as a condition precedent to enforcement the obligations of Guarantors hereunder. For purposes of this Guaranty, that a suit first be instituted against the LD Subsidiary "Person" means any individual, sole proprietorship, partnership, joint venture trust, unincorporated organization, association, corporation, limited liability company, institution, public benefit corporation, entity or that government (including without limitation, any rights instrumentality, division, agency, body or remedies first be exhausted against the LD Subsidiary and the Guarantor hereby waives diligence, presentment, demand on the LD Subsidiary for payment or otherwise, filing of claims, requirement of a prior proceeding against the LD Subsidiary and protest or notice, except as may be provided for in the Agreement with respect to amounts payable by the LD Subsidiary. (d) The Guarantor agrees that, except by the complete and irrevocable payment of all amounts payable by the LD Subsidiary under the Agreement, its obligations under this Guaranty shall be unconditional and this Guaranty shall not be subject to any defense of set-off, counterclaim, recoupment or termination or discharge whatsoever by reason of the invalidity, illegality or unenforceability of any obligations under this Guaranty or any other defense that constitutes a legal or equitable discharge or defense of a guarantor or surety in its capacity as such irrespective of the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the LD Subsidiary or by any other circumstance, including, without limitation (i) assertions of amendment, waivers or forbearance affecting the Agreement or the related collateral; (ii) the LD Subsidiary’s lack of authorization to enter into the Agreement or its disability or bankruptcy; (iii) incomplete performance of the Agreement; (iv) delay by the Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantor. (e) If at any time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary or the Guarantor or otherwise, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made. (f) So long as any amount payable by the LD Subsidiary in connection with the Agreement is overdue and unpaid, the Guarantor shall not exercise any right of subrogation. If at any time when any amount is overdue and unpaid the Guarantor receives any amount as a result of any action against the LD Subsidiary or any of its property or assets or otherwise for or on account of any payment made by the Guarantor under this Guaranty, the Guarantor shall forthwith pay that amount received by it, to the extent necessary to satisfy any such amount overdue and unpaid, to the Beneficiary, to be credited and applied against the amount so payable by the LD Subsidiary and until payment is made to the Beneficiary the Guarantor shall hold such amounts in trust for the Beneficiary. (g) If the LD Subsidiary merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist, the Guarantor shall nonetheless continue to be liable for the payment of all amounts payable by the LD Subsidiary under the Agreement to the extent such amounts are not paid when due by the LD Subsidiary.department thereof);

Guaranty. (a) The Each Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably, to the Agent, for the benefit of the Secured Parties and their respective successors, indorsees, transferees and permitted assigns, guarantees the full and punctual payment when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all Obligations and indemnifies and holds harmless each Secured Party for any and all costs and expenses (including reasonable attorney’s fees and expenses) incurred by such Secured Party (i) fully, irrevocably and unconditionally guarantees the due and punctual payment of in enforcing any and all obligations of the LD Subsidiary owed to the Beneficiary rights under the Agreement this Guaranty and (ii) acknowledges in connection with any reinstatement, invalidation or recission of any payment of any Obligations as set forth in Section 2.2, including any such costs and expenses incurred in defending against any claim alleging that any and all amounts payable by the Guarantor hereunder shall be pari passu with all other senior unsecured debt of the Guarantorsuch payment constituted a preference, fraudulent transfer or similar payment under bankruptcy, insolvency or similar law. (b) This is a continuing Guaranty and a guaranty of payment (not merely of collection)Each Guarantor, and it shall remain in full force and effect until all amounts payable by the LD Subsidiary to the Beneficiary under the Agreement have been validly, finally and irrevocably paid in full and shall not be affected in any way by the absence of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entity. (c) The Guarantor hereby agrees that it shall not be necessary, as a condition precedent to enforcement its acceptance of this Guaranty, the Administrative Agent and each other Secured Party, hereby confirms that a suit first be instituted against it is the LD Subsidiary or intention of all such Persons that any rights or remedies first be exhausted against the LD Subsidiary this Guaranty and the Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of any Debtor Relief Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty and the Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Administrative Agent, the other Secured Parties and the Guarantors hereby waives diligence, presentment, demand on irrevocably agree that the LD Subsidiary for payment or otherwise, filing Obligations of claims, requirement of a prior proceeding against the LD Subsidiary and protest or notice, except as may be provided for in the Agreement with respect to amounts payable by the LD Subsidiary. (d) The each Guarantor agrees that, except by the complete and irrevocable payment of all amounts payable by the LD Subsidiary under the Agreement, its obligations under this Guaranty at any time shall be unconditional and limited to the maximum amount as will result in the Obligations of such Guarantor under this Guaranty shall not be subject constituting a fraudulent transfer or conveyance under applicable law after giving full effect to the liability under this Guaranty and its related contribution rights but before taking into account any defense liabilities of set-off, counterclaim, recoupment or termination or discharge whatsoever by reason such Guarantor under any other guarantee of the invalidity, illegality or unenforceability such Guarantor other than any other guarantee of any obligations under this Guaranty or any other defense that constitutes are secured on a legal or equitable discharge or defense of a guarantor or surety in its capacity as such irrespective of the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the LD Subsidiary or by any other circumstance, including, without limitation (i) assertions of amendment, waivers or forbearance affecting the Agreement or the related collateral; (ii) the LD Subsidiary’s lack of authorization to enter into the Agreement or its disability or bankruptcy; (iii) incomplete performance of the Agreement; (iv) delay by the Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantor. (e) If at any time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary or the Guarantor or otherwise, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made. (f) So long as any amount payable by the LD Subsidiary in connection pari passu basis with the Agreement is overdue and unpaid, the Guarantor shall not exercise any right of subrogation. If at any time when any amount is overdue and unpaid the Guarantor receives any amount as a result of any action against the LD Subsidiary or any of its property or assets or otherwise for or on account of any payment made by the Guarantor under this Guaranty, the Guarantor shall forthwith pay that amount received by it, to the extent necessary to satisfy any such amount overdue and unpaid, to the Beneficiary, to be credited and applied against the amount so payable by the LD Subsidiary and until payment is made to the Beneficiary the Guarantor shall hold such amounts in trust for the BeneficiaryObligations. (g) If the LD Subsidiary merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist, the Guarantor shall nonetheless continue to be liable for the payment of all amounts payable by the LD Subsidiary under the Agreement to the extent such amounts are not paid when due by the LD Subsidiary.

Guaranty. (a) The Guarantor does hereby unconditionally and irrevocably guarantee to each Beneficiary, as a primary obligor and not merely as surety, (i) fullythe due and punctual performance and observance by the Subsidiary of each term, irrevocably provision and unconditionally guarantees condition for which it is personally liable contained in the Trust Agreement, the Participation Agreement and the Tax Indemnification Agreement (such agreements, collectively, the "Subsidiary Documents") and (ii) the due and punctual payment of any and all obligations of each amount which the LD Subsidiary owed is or may become personally obligated to the Beneficiary pay under the Agreement Subsidiary Documents as and (ii) acknowledges that any when the same may become due and all amounts payable by the Guarantor hereunder shall be pari passu with all other senior unsecured debt of the Guarantorpayable. (b) This is a continuing Guaranty and a guaranty of payment (and not merely of collection). Except as provided in Section 2(d) hereof, the Guarantor hereby waives notice, promptness and diligence as to the obligations guaranteed hereby and acceptance of this guaranty, and agrees that it shall remain in full force and effect until all amounts payable by the LD Subsidiary to the Beneficiary under the Agreement have been validly, finally and irrevocably paid in full and shall not be affected in required to consent to, or receive any way by notice of, any amendment or modification of, or waiver, consent or extension with respect to, the absence of any action to obtain those amounts from the LD Subsidiary Documents that may be made or any other guarantor or surety or to proceed against any other security given as provided by the LD Subsidiary or any other person or entitytherein. (c) The obligations of the Guarantor hereby agrees that it shall hereunder are absolute and unconditional irrespective of the legality, validity or binding effect of the Subsidiary Documents and will not be necessary, as a condition precedent to enforcement of this Guaranty, that a suit first be instituted against the LD Subsidiary discharged or that otherwise affected by: (i) any rights extension or remedies first be exhausted against the LD Subsidiary and the Guarantor hereby waives diligence, presentment, demand on the LD Subsidiary for payment or otherwise, filing of claims, requirement of a prior proceeding against the LD Subsidiary and protest or notice, except as may be provided for in the Agreement renewal with respect to amounts payable by any obligation of the LD Subsidiary. (d) The Guarantor agrees that, except by the complete and irrevocable payment of all amounts payable by the LD Subsidiary under the Agreementany Subsidiary Document; (ii) any modification of, its obligations under this Guaranty shall be unconditional and this Guaranty shall not be subject to or amendment or supplement to, any defense of set-off, counterclaim, recoupment or termination or discharge whatsoever by reason of the invalidity, illegality or unenforceability of any obligations under this Guaranty Subsidiary Document or any other defense agreement or instrument referred to therein; (iii) any furnishings or acceptance of additional security or any release of any security; (iv) any waiver, consent or other action or inaction or any exercise or non-exercise of any right, remedy or power with respect to the Subsidiary; (v) any change in the structure or organization of the Subsidiary or any determination that constitutes the Subsidiary does not constitute a corporation or otherwise lacks capacity or authority to contract; (vi) any insolvency, bankruptcy, reorganization, arrangement, composition, liquidation, dissolution, or similar proceedings with respect to the Subsidiary; (vii) any legal prohibition against the exercise of any remedies against the Subsidiary under any of the Subsidiary Documents which might otherwise constitute a legal or equitable discharge or defense of a guarantor surety or guarantor, and (viii) any other occurrence or circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety in its capacity as such irrespective or guaranty, except, without regard to the consequence or effect of any of the existence of any bankruptcyforegoing actions or events, insolvency, reorganization or similar proceedings involving the LD Subsidiary or by any other circumstance, including, without limitation (iA) assertions of amendment, waivers or forbearance affecting the Agreement or the related collateral; (ii) the LD Subsidiary’s lack of authorization to enter into the Agreement or its disability or bankruptcy; (iii) incomplete performance of the Agreement; (iv) delay by the Beneficiary payment in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantor. (e) If at any time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary or the Guarantor or otherwise, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made. (f) So long as any amount payable by the LD Subsidiary in connection with the Agreement is overdue and unpaid, the Guarantor shall not exercise any right of subrogation. If at any time when any amount is overdue and unpaid the Guarantor receives any amount as a result of any action against the LD Subsidiary or any of its property or assets or otherwise for or on account of any payment made by the Guarantor under this Guaranty, the Guarantor shall forthwith pay that amount received by it, to the extent necessary to satisfy any such amount overdue and unpaid, to the Beneficiary, to be credited and applied against the amount so payable by the LD Subsidiary and until payment is made to the Beneficiary the Guarantor shall hold such amounts in trust for the Beneficiary. (g) If the LD Subsidiary merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist, the Guarantor shall nonetheless continue to be liable for the payment full of all amounts payable by the LD Subsidiary under the Agreement Subsidiary Documents for which the Subsidiary is personally liable and performance in full of all obligations of the Subsidiary in respect of which the Subsidiary is personally liable, in each case in accordance with the terms and conditions of the Subsidiary Documents, unless such obligations of the Subsidiary are sooner terminated pursuant to the extent provisions of the (d) Notwithstanding any provision contained herein to the contrary, the Guarantor shall have no obligation to make any payment or perform any obligation hereunder unless the Guarantor shall have received notice of the breach, failure, noncompliance, action or inaction on the part of the Subsidiary giving rise to such amounts are not paid when due payment or performance obligation and a demand for payment under this guaranty (unless at the time a Beneficiary is prevented by the LD Subsidiaryapplicable law from giving such notice or making such demand).

Guaranty. Each Guarantor hereby unconditionally and irrevocably guarantees on a senior subordinated basis, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) The the full and prompt payment (within applicable grace periods) of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Securities and (b) the full and prompt performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities (all the foregoing being hereinafter collectively called the "Guaranty Obligations"). Each Guarantor hereby further agrees that the Guaranty Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Guarantor, and that such Guarantor will remain bound under this Article XIII notwithstanding any extension or renewal of any Guaranty Obligation. To the extent that any Guarantor shall be required to pay any amounts on account of the Securities pursuant to a Guaranty in excess of an amount calculated as the product of (i) fullythe aggregate amount payable by the Guarantors on account of the Securities pursuant to the Guarantees times (ii) the proportion (expressed as a fraction) that such Guarantor's net assets (determined in accordance with GAAP) at the date enforcement of the Guarantees is sought bears to the aggregate net assets (determined in accordance with GAAP) of all Guarantors at such date, irrevocably then such Guarantor shall be reimbursed by the other Guarantors for the amount of such excess, pro rata, based upon the respective net assets (determined in accordance with GAAP) of such other Guarantors at the date enforcement of the Guarantees is sought. This paragraph is intended only to define the relative rights of Guarantors as among themselves, and unconditionally guarantees nothing set forth in this paragraph is intended to or shall impair the due joint and punctual payment of any and all several obligations of the LD Subsidiary owed Guarantors under their respective Guarantees. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under any Guaranty. Each Guarantor waives presentation to, demand of payment from and protest to the Beneficiary Company of any of the Guaranty Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Agreement and (ii) acknowledges that any and all amounts payable by Securities or the Guaranty Obligations. The obligations of each Guarantor hereunder shall be pari passu with all other senior unsecured debt of the Guarantor. (b) This is a continuing Guaranty and a guaranty of payment (not merely of collection), and it shall remain in full force and effect until all amounts payable by the LD Subsidiary to the Beneficiary under the Agreement have been validly, finally and irrevocably paid in full and shall not be affected in any way by (a) the absence failure of any action Holder or the Trustee to obtain those amounts from assert any claim or demand or to enforce any right or remedy against the LD Subsidiary Company or any other guarantor Person under this Indenture, the Securities or surety any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranty Obligations or any of them; (e) the failure of any Holder or Trustee to proceed exercise any right or remedy against any other security provided by the LD Subsidiary or any other person or entity. (c) The Guarantor hereby agrees that it shall not be necessary, as a condition precedent to enforcement of this Guaranty, that a suit first be instituted against the LD Subsidiary or that any rights or remedies first be exhausted against the LD Subsidiary and the Guarantor hereby waives diligence, presentment, demand on the LD Subsidiary for payment or otherwise, filing of claims, requirement of a prior proceeding against the LD Subsidiary and protest or notice, except as may be provided for in the Agreement with respect to amounts payable by the LD Subsidiary. (d) The Guarantor agrees that, except by the complete and irrevocable payment of all amounts payable by the LD Subsidiary under the Agreement, its obligations under this Guaranty shall be unconditional and this Guaranty shall not be subject to any defense of set-off, counterclaim, recoupment or termination or discharge whatsoever by reason guarantor of the invalidity, illegality Guaranty Obligations; or unenforceability of any obligations under this Guaranty or any other defense that constitutes a legal or equitable discharge or defense of a guarantor or surety in its capacity as such irrespective of the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the LD Subsidiary or by any other circumstance, including, without limitation (i) assertions of amendment, waivers or forbearance affecting the Agreement or the related collateral; (ii) the LD Subsidiary’s lack of authorization to enter into the Agreement or its disability or bankruptcy; (iii) incomplete performance of the Agreement; (iv) delay by the Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantor. (e) If at any time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary or the Guarantor or otherwise, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made. (f) So long as any amount payable by change in the LD Subsidiary in connection with the Agreement is overdue and unpaid, the Guarantor shall not exercise any right of subrogation. If at any time when any amount is overdue and unpaid the Guarantor receives any amount as a result ownership of any action against the LD Subsidiary or any of its property or assets or otherwise for or on account of any payment made by the Guarantor under this Guaranty, the Guarantor shall forthwith pay that amount received by it, (subject to the extent necessary to satisfy any such amount overdue and unpaid, to the Beneficiary, to be credited and applied against the amount so payable by the LD Subsidiary and until payment is made to the Beneficiary the Guarantor shall hold such amounts in trust for the BeneficiarySection 13.5(b)). (g) If the LD Subsidiary merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist, the Guarantor shall nonetheless continue to be liable for the payment of all amounts payable by the LD Subsidiary under the Agreement to the extent such amounts are not paid when due by the LD Subsidiary.

Guaranty. (a) The 1. Guarantor hereby unconditionally and irrevocably guarantees (i) fullythe full and prompt payment when due, irrevocably whether at maturity or earlier, by reason of acceleration or otherwise, and unconditionally guarantees the due at all times thereafter, of all Obligations of Borrower owing to Agent and punctual payment of any and all obligations of the LD Subsidiary owed to the Beneficiary Lenders under the Credit Agreement and the other Loan Documents and (ii) acknowledges that any the prompt, full discharge by Borrower of each and all amounts payable every term, condition, agreement, representation and warranty now or hereafter made by Borrower to Agent and Lenders pursuant to the Guarantor hereunder shall be pari passu with all Credit Agreement and the other senior unsecured debt of the Guarantor. (b) This Loan Documents to which Borrower is a continuing Guaranty party (all such Obligations being hereinafter referred to as “Guaranteed Obligations”). It is expressly understood and agreed that, if, at any time, the outstanding principal amount of Guaranteed Obligations is declared to be immediately due and payable for any reason whatsoever, then Guarantor shall, without demand but subject to the Intercreditor Agreement, pay to the holders of Guaranteed Obligations the entire outstanding Guaranteed Obligations due and owing to such holders. This guaranty is a guaranty of payment (and performance and not merely a guaranty of collection), and it shall remain in full force and effect until all amounts payable by the LD Subsidiary to the Beneficiary under the Agreement have been validly, finally and irrevocably paid in full and shall not be affected in any way by the absence of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entity. (c) The Guarantor hereby agrees that it shall not be necessary, as a condition precedent to enforcement 2. Notwithstanding any provision of this Guaranty, that a suit first be instituted against the LD Subsidiary or that any rights or remedies first be exhausted against the LD Subsidiary and the Guarantor hereby waives diligence, presentment, demand on the LD Subsidiary for payment or otherwise, filing of claims, requirement of a prior proceeding against the LD Subsidiary and protest or notice, except as may be provided for in the Agreement with respect to amounts payable by the LD Subsidiary. (d) The Guarantor agrees that, except by the complete and irrevocable payment of all amounts payable by the LD Subsidiary under the Agreement, its obligations under this Guaranty shall be unconditional and this Guaranty shall not be subject to any defense of set-off, counterclaim, recoupment or termination or discharge whatsoever by reason of the invalidity, illegality or unenforceability of any obligations under this Guaranty or any other defense that constitutes a legal or equitable discharge or defense of a guarantor or surety in its capacity as such irrespective of the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the LD Subsidiary or by any other circumstance, including, without limitation (i) assertions of amendment, waivers or forbearance affecting the Agreement or the related collateral; (ii) the LD Subsidiary’s lack of authorization to enter into the Agreement or its disability or bankruptcy; (iii) incomplete performance of the Agreement; (iv) delay by the Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantor. (e) If at any time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary or the Guarantor or otherwise, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made. (f) So long as any amount payable by the LD Subsidiary in connection with the Agreement is overdue and unpaid, the Guarantor shall not exercise any right of subrogation. If at any time when any amount is overdue and unpaid the Guarantor receives any amount as a result of any action against the LD Subsidiary or any of its property or assets or otherwise for or on account of any payment made by the Guarantor under this Guaranty, the Guarantor shall forthwith pay that amount received by it, to the extent necessary to satisfy any such amount overdue and unpaid, to the Beneficiary, to be credited and applied against the amount so payable by the LD Subsidiary and until payment is made to the Beneficiary the Guarantor shall hold such amounts in trust for the Beneficiary. (g) If the LD Subsidiary merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist, the Guarantor shall nonetheless continue to be liable for the payment of all amounts payable by the LD Subsidiary under the Agreement to the contrary, it is intended that this Agreement not constitute a “Fraudulent Conveyance” (as defined below). Consequently, Guarantor, Agent and Lenders each agrees that if this Agreement would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Agreement shall be valid and enforceable only to the maximum extent such amounts are that would not paid when due by cause this Agreement to constitute a Fraudulent Conveyance as to Guarantor, and this Agreement shall automatically be deemed to have been amended accordingly at all relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of Chapter 11 of Title 11 of the LD SubsidiaryUnited States Code (11 U.S.C. §101, et seq.), as amended (the “Bankruptcy Code”) or a fraudulent conveyance or fraudulent transfer under the applicable provisions of any fraudulent conveyance or fraudulent transfer law or similar law of any state, nation or other governmental unit, as in effect from time to time.

Guaranty. (a) The Guarantor hereby (i) fully, irrevocably and unconditionally guarantees the due and punctual payment of any and all obligations In consideration of the LD Subsidiary owed to execution and delivery by the Beneficiary under Lenders of the Loan Agreement and (ii) acknowledges that any and all amounts payable by the Guarantor hereunder shall be pari passu with all other senior unsecured debt of the Guarantor. (b) This is a continuing Guaranty and a guaranty of payment (not merely of collection), and it shall remain in full force and effect until all amounts payable by the LD Subsidiary to the Beneficiary under the Agreement have been validly, finally and irrevocably paid in full and shall not be affected in any way by the absence of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entity. (c) The Guarantor hereby agrees that it shall not be necessary, as a condition precedent to enforcement the making of loans and other financial accommodations to the Borrowers by the Lenders thereunder, the Guarantor, as primary obligor and not as surety merely, hereby guarantees absolutely and unconditionally to the Agent and the Lenders the due and punctual payment, when and as due (whether upon demand, at maturity, by reason of acceleration or otherwise), and performance of all Secured Obligations, whether now existing or hereafter arising (hereinafter referred to as the "Guaranteed Obligations"), and agrees to pay any and all expenses (including, but not limited to, reasonable legal fees and disbursements) which may be incurred by the Agent or any Lender in enforcing their respective rights under this Guaranty, that a suit first be instituted against the LD Subsidiary or that any rights or remedies first be exhausted against the LD Subsidiary and . The liability of the Guarantor hereby waives diligenceunder this Guaranty is primary, presentmentunlimited and unconditional, and shall be enforceable before, concurrently or after any claim or demand on the LD Subsidiary for payment is made or otherwisesuit is filed against any Borrower or any other Obligor and before, filing of claims, requirement of a prior 18 concurrently or after any proceeding against the LD Subsidiary and protest or notice, except as may be provided for in the Agreement with respect to amounts payable by the LD Subsidiary. (d) The Guarantor agrees thatAgent against any Collateral or other security for the Guaranteed Obligations and shall be effective regardless of the solvency or insolvency of any Borrower or any other Obligor at any time, except the extension or modification of any of the Guaranteed Obligations by operation of law or the complete subsequent reorganization, merger or consolidation of any Borrower or any change in its composition, nature, ownership, personnel or location, and irrevocable payment of all amounts payable by the LD Subsidiary under the Agreement, its obligations under this Guaranty shall be unconditional a continuing guaranty of any and this Guaranty shall not be subject to any defense of set-off, counterclaim, recoupment all notes given in extension or termination or discharge whatsoever by reason renewal of the invalidityGuaranteed Obligations. The Guarantor acknowledges, illegality or unenforceability agrees and confirms that this is a guaranty of payment and not of collection only and that demand for payment may be made hereunder on any obligations under this Guaranty number of occasions in the amount of all or any other defense that constitutes a legal or equitable discharge or defense of a guarantor or surety in its capacity as such irrespective portion of the existence Guaranteed Obligations then due and no single demand shall exhaust the rights of any bankruptcy, insolvency, reorganization or similar proceedings involving the LD Subsidiary or by any other circumstance, including, without limitation (i) assertions of amendment, waivers or forbearance affecting the Agreement Agent or the related collateral; (ii) the LD Subsidiary’s lack of authorization to enter into the Agreement or its disability or bankruptcy; (iii) incomplete performance of the Agreement; (iv) delay by the Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantor. (e) If at any time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary or the Guarantor or otherwise, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made. (f) So long as any amount payable by the LD Subsidiary in connection with the Agreement is overdue and unpaidLenders hereunder. Further, the Guarantor hereby agrees that all proceeds of Collateral owned by it shall not exercise any right of subrogation. If at any time be applied to the Secured Obligations on a daily basis as and when any amount is overdue and unpaid the Guarantor receives any amount as a result of any action against the LD Subsidiary or any of its property or assets or otherwise for or on account of any payment made received by the Guarantor under this Guaranty, Agent as provided in the Guarantor shall forthwith pay that amount received by it, to the extent necessary to satisfy any Loan Agreement as fully as if such amount overdue Collateral and unpaid, to the Beneficiary, to be credited and applied against the amount so payable proceeds were owned by the LD Subsidiary and until payment is made to the Beneficiary the Guarantor shall hold such amounts in trust for the BeneficiaryBorrowers. (g) If the LD Subsidiary merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist, the Guarantor shall nonetheless continue to be liable for the payment of all amounts payable by the LD Subsidiary under the Agreement to the extent such amounts are not paid when due by the LD Subsidiary.

Guaranty. (a) The Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees to the Beneficiary (i) fullyand its successors and assigns), irrevocably as primary obligor and unconditionally guarantees not merely as surety, the due and punctual payment as and when due of all of the Obligations of the Company under the Revenue Interest Financing Agreement (collectively, the “Guaranteed Obligations”). Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all obligations and payments that constitute part of the Guaranteed Obligations and would be owed by the Company under the Transaction Agreements but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Company. Each Guarantor irrevocably and unconditionally agrees to indemnify each of the Investor and its Affiliates and any and all of their respective partners, directors, managers, members, officers, employees, agents and controlling persons (each, an “Indemnified Party”) against any Losses incurred by the Investor as a result of or relating to (i) any Guaranteed Obligation being or becoming void, voidable or unenforceable as against the Company for any reason whatsoever or (ii) the Beneficiary enforcing any rights under this Guaranty, in each case, to the extent such claim is adequately established hereunder or thereunder. The aggregate amount of the Losses with respect to the foregoing clause (i) shall be equal to the aggregate amount that the Beneficiary would otherwise have been entitled to recover from the Company. The indemnity of the Guarantors pursuant to this Section 2 is independent of indemnification obligations of the LD Subsidiary owed Guarantors pursuant to the Beneficiary under Revenue Interest Financing Agreement or the Security Agreement and (ii) acknowledges that but shall not result in a duplicative recovery in respect of any and all amounts payable loss, liability, cost or expense of any Indemnified Party). Notwithstanding any other provision of this Guaranty to the contrary, nothing contained herein shall in any way supersede, modify, expand or in any way affect the provisions, including warranties, covenants, agreements, conditions, representations, or any of the obligations of the Company or the Guarantors set forth in the Revenue Interest Financing Agreement, except with respect to any costs incurred by the Guarantor hereunder shall be pari passu Beneficiary in connection with all other senior unsecured debt of the Guarantorenforcement hereof or collection hereunder. (b) This is a continuing Guaranty and a guaranty of payment (not merely of collectionSubject to Section 2(d), each Guarantor is accepting joint and it shall remain several liability hereunder in full force and effect until all amounts payable consideration of the financial accommodation to be provided by the LD Subsidiary Beneficiary, for the mutual benefit, directly and indirectly, of each of the Guarantors and in consideration of the undertakings of each of the Guarantors to accept joint and several liability for the obligations of each of them hereunder. It is the intent of the parties hereto in determining whether a breach of a representation, a covenant or any other provision of this Guaranty has occurred that any such breach, occurrence or event with respect to any Guarantor shall be deemed to be such a breach, occurrence or event with respect to all Guarantors and that all Guarantors need not have been involved with such breach, occurrence or event in order for the same to be deemed such a breach, occurrence or event with respect to every Guarantor. Each Guarantor agrees, however, that nothing contained in this Section 2, and no action by the Beneficiary under against the Agreement have been validlyGuarantors jointly and severally or against any one or more of them, finally and irrevocably paid in full and shall not be affected in any way by affect or impair the absence rights and obligations of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entitysuch Guarantors among themselves. (c) The Guarantor Subject to Section 2(d), each of the Guarantors jointly and severally hereby agrees that it shall irrevocably and unconditionally accepts, not be necessary, merely as a condition precedent to enforcement of this Guarantysurety but also as a co-debtor, that a suit first be instituted against joint and several liability with the LD Subsidiary or that any rights or remedies first be exhausted against the LD Subsidiary and the Guarantor hereby waives diligence, presentment, demand on the LD Subsidiary for payment or otherwise, filing of claims, requirement of a prior proceeding against the LD Subsidiary and protest or notice, except as may be provided for in the Agreement other Guarantors with respect to amounts payable by the LD Subsidiarypayment and performance of all of the Guaranteed Obligations and the other obligations of the other Guarantors hereunder, it being the intention of the parties hereto that all the Guaranteed Obligations and the other obligations of the Guarantors hereunder shall be the joint and several obligations of each of the Guarantors without preferences or distinction among them. Each Guarantor hereby jointly and severally waives presentment for payment, demand, notice, protest and all other suretyship defenses generally and agrees that (i) any renewal, extension or postponement of the time of payment or any other indulgence, (ii) any modification, supplement or alteration of any of the obligations of any such Guarantor hereunder, or (iii) any substitution, exchange or release of collateral or the addition or release of any Person primarily or secondarily liable hereunder, may be effected without notice to any Guarantor, and without releasing any Guarantor from any liability hereunder or under the Guaranty. (d) The Guarantor agrees that, except by Notwithstanding any provision to the complete and irrevocable payment of all amounts payable by contrary contained herein in the LD Subsidiary under the Agreement, its obligations under this Guaranty shall be unconditional and this Guaranty shall not be subject to any defense of set-off, counterclaim, recoupment or termination or discharge whatsoever by reason of the invalidity, illegality or unenforceability of any obligations under this Guaranty or any other defense that constitutes a legal or equitable discharge or defense of a guarantor or surety in its capacity as such irrespective of the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the LD Subsidiary or by any other circumstance, including, without limitation (i) assertions of amendment, waivers or forbearance affecting the Revenue Interest Financing Agreement or the related collateral; (ii) the LD Subsidiary’s lack of authorization to enter into the Agreement or its disability or bankruptcy; (iii) incomplete performance of the Agreement; (iv) delay by the Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantor. (e) If at any time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary or the Guarantor or otherwise, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made. (f) So long as any amount payable by the LD Subsidiary in connection with the Agreement is overdue and unpaid, the Guarantor shall not exercise any right of subrogation. If at any time when any amount is overdue and unpaid the Guarantor receives any amount as a result of any action against the LD Subsidiary or any of its property or assets or otherwise for or on account of any payment made by the Guarantor under this Guaranty, the obligations of each Guarantor under the Revenue Interest Financing Agreement, the Guaranty and the other documents shall forthwith pay that be limited to an aggregate amount received by it, equal to the extent necessary largest amount that would not render such obligations subject to satisfy avoidance under Section 548 of the United States Bankruptcy Code or any such amount overdue and unpaid, to the Beneficiary, to be credited and applied against the amount so payable by the LD Subsidiary and until payment is made to the Beneficiary the Guarantor shall hold such amounts in trust for the Beneficiarycomparable provisions of any applicable state law. (g) If the LD Subsidiary merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist, the Guarantor shall nonetheless continue to be liable for the payment of all amounts payable by the LD Subsidiary under the Agreement to the extent such amounts are not paid when due by the LD Subsidiary.

Guaranty. (a) The Guarantor hereby hereby, unconditionally and irrevocably, guarantees to Buyer and its successors, endorsees, transferees and assigns, the prompt and complete payment and performance by Seller, when due (i) fullywhether at the stated maturity, irrevocably and unconditionally guarantees by acceleration or otherwise but, for the due and punctual payment avoidance of doubt, inclusive of any and all obligations applicable grace periods) of the LD Subsidiary owed to Obligations of Seller (the Beneficiary under the Agreement and (ii) acknowledges that any and all amounts payable by the Guarantor hereunder shall be pari passu with all other senior unsecured debt of the Guarantor“Guaranteed Obligations”). (b) Guarantor further agrees to pay any and all reasonable costs and expenses (including, without limitation, all reasonable fees, disbursements and expenses of counsel) which may be paid or incurred by Administrative Agent, on behalf of Buyers, in enforcing any rights with respect to, or collecting, any or all of the Guaranteed Obligations of Guarantor described in this Guaranty and/or enforcing any rights with respect to, or collecting against, Guarantor under this Guaranty; provided, that notwithstanding anything to the contrary herein, in no event shall Guarantor’s total liability under this Guaranty exceed the Obligations of Seller under the Agreement. This is a continuing Guaranty and a guaranty of payment (not merely of collection), and it shall remain in full force and effect until all amounts payable by the LD Subsidiary to the Beneficiary under the Agreement have been validly, finally and irrevocably Guaranteed Obligations are paid in full and shall not full, notwithstanding that from time to time prior thereto Seller may be affected in free from any way by the absence of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entityGuaranteed Obligations. (c) The Guarantor hereby agrees that it shall not be necessary, Except as a condition precedent to enforcement of expressly provided elsewhere in this Guaranty, that a suit first no payment or payments made by Seller or any other Person (except for payments made by Guarantor in respect of the Guaranteed Obligations) or received or collected by Administrative Agent or any Buyer from Seller or any other Person (except for payments received or collected from Guarantor in respect of the Guaranteed Obligations) 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 Guaranteed Obligations shall be instituted against deemed to modify, reduce, release or otherwise affect the LD Subsidiary liability of Guarantor hereunder which shall, notwithstanding any such payment or that any rights or remedies first be exhausted against payments, remain liable for the LD Subsidiary Guaranteed Obligations until the Guaranteed Obligations are paid in full and the Guarantor hereby waives diligence, presentment, demand on satisfaction and discharge of the LD Subsidiary for payment or otherwise, filing of claims, requirement of a prior proceeding against the LD Subsidiary and protest or notice, except as may be provided for in the Agreement with respect to amounts payable by the LD SubsidiaryAgreement. (d) The Guarantor agrees thatthat whenever, except by the complete and irrevocable at any time, or from time to time, it shall make any payment to Administrative Agent on account of all amounts payable by the LD Subsidiary under the Agreementits liability hereunder, its obligations it will notify Administrative Agent in writing that such payment is made under this Guaranty shall be unconditional and this Guaranty shall not be subject to any defense of set-off, counterclaim, recoupment or termination or discharge whatsoever by reason of the invalidity, illegality or unenforceability of any obligations under this Guaranty or any other defense that constitutes a legal or equitable discharge or defense of a guarantor or surety in its capacity as for such irrespective of the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the LD Subsidiary or by any other circumstance, including, without limitation (i) assertions of amendment, waivers or forbearance affecting the Agreement or the related collateral; (ii) the LD Subsidiary’s lack of authorization to enter into the Agreement or its disability or bankruptcy; (iii) incomplete performance of the Agreement; (iv) delay by the Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantorpurpose. (e) If at any time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary or the Guarantor or otherwise, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made. (f) So long as any amount payable by the LD Subsidiary in connection with the Agreement is overdue and unpaid, the Guarantor shall not exercise any right of subrogation. If at any time when any amount is overdue and unpaid the Guarantor receives any amount as a result of any action against the LD Subsidiary or any of its property or assets or otherwise for or on account of any payment made by the Guarantor under this Guaranty, the Guarantor shall forthwith pay that amount received by it, to the extent necessary to satisfy any such amount overdue and unpaid, to the Beneficiary, to be credited and applied against the amount so payable by the LD Subsidiary and until payment is made to the Beneficiary the Guarantor shall hold such amounts in trust for the Beneficiary. (g) If the LD Subsidiary merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist, the Guarantor shall nonetheless continue to be liable for the payment of all amounts payable by the LD Subsidiary under the Agreement to the extent such amounts are not paid when due by the LD Subsidiary.

Guaranty. (a) The Guarantor hereby (i) fully, irrevocably payment and unconditionally guarantees the due and punctual payment of any and all obligations performance of the LD Obligations of the Borrower shall be unconditionallyguaranteed by (x) Holdings (the “Holdings Guaranty”) and (y) each Subsidiary owed (other than a ForeignSubsidiary or an Excluded Subsidiary), in each case, pursuant to Article X hereof or pursuant to one ormore supplements hereto or other guaranty agreements in form and substance reasonably acceptable tothe Administrative Agent, as the Beneficiary under same may be amended, modified or supplemented from time to time(individually a “Subsidiary Guaranty” and collectively the “Subsidiary Guaranties”; each Subsidiaryparty to this Agreement and (ii) acknowledges that any each additional Subsidiary, upon the execution and all amounts payable by the Guarantor hereunder shall be pari passu with all other senior unsecured debt delivery of the applicableSubsidiary Guaranty, a “Subsidiary Guarantor” and collectively the “Subsidiary Guarantors” and,together with Holdings, the “Guarantors”). (b) This is In the event that (x) any Subsidiary (other than a continuing Guaranty Foreign Subsidiary or an Excluded Subsidiary)is acquired or created or ceases to be an Excluded Subsidiary after the Effective Date or (y) the Company(in its sole discretion) otherwise elects to designate a Subsidiary as a Guarantor after the Effective Date,the Company shall cause such Person to execute and a guaranty deliver to the Administrative Agent, (i) within 60days after acquisition, creation or cessation in the case of payment clause (not merely x) and (ii) at the time of collectiondesignation inthe case of clause (y), an Additional Guarantor Supplement substantially in the form attached as Exhibit For such other form reasonably acceptable to the Administrative Agent, and it the Borrower shall remain in full force also deliverto the Administrative Agent, or cause such Person to deliver to the Administrative Agent, at theBorrower’s cost and effect until all amounts payable expense, such other instruments, documents, certificates and opinions of the typedelivered on the Effective Date pursuant to Section 4.01(b), 4.01(c) and 4.01(d), to the extent reasonablyrequired by the LD Subsidiary to the Beneficiary under the Agreement have been validly, finally and irrevocably paid Administrative Agent in full and shall not be affected in any way by the absence of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entityconnection therewith. (c) The Guarantor hereby agrees that it shall not be necessaryUpon delivery of written notice to the Administrative Agent by a Responsible Officer of theBorrower certifying that, as to a condition precedent particular Guarantor, (i) such Guarantor is electing (in its sole discretion)to be released from its Guarantee hereunder and (ii) the conditions set forth in clause (a) that wouldrequire such Guarantor to enforcement remain a Guarantor do not apply or, after giving effect to any substantiallyconcurrent transactions, including any repayment of this Guaranty, that a suit first be instituted against the LD Subsidiary Indebtedness or that any rights or remedies first be exhausted against the LD Subsidiary and the Guarantor hereby waives diligence, presentment, demand on the LD Subsidiary for payment or otherwise, filing of claims, requirement release of a prior proceeding against guaranty, will not apply,or such Guarantor is, or after giving effect to any substantially concurrent transactions will be, anExcluded Subsidiary, such Guarantor shall be automatically released from its obligations (including itsSubsidiary Guaranty) hereunder without further required action by any Person. The AdministrativeAgent, at the LD Subsidiary Borrower’s expense, shall execute and protest or notice, except deliver to the applicable Guarantor any documents orinstruments as such Guarantor may be provided for in reasonably request to evidence the Agreement with respect to amounts payable by the LD Subsidiaryrelease of such SubsidiaryGuaranty. (d) The For the avoidance of doubt, in the event any Guarantor agrees thatis released from its Guarantee pursuant toclause (c) above, except by the complete requirements of Section 5.10(a) shall no longer apply going forward with respect tosuch former Guarantor (and irrevocable payment of all amounts payable by the LD Subsidiary under the Agreement, its obligations under this Guaranty shall be unconditional and this Guaranty Section 5.10(a) shall not be subject to cause any defense of set-off, counterclaim, recoupment or termination or discharge whatsoever by reason of the invalidity, illegality or unenforceability of any obligations under this Guaranty or any other defense that constitutes a legal or equitable discharge or defense of a guarantor or surety in its capacity as such irrespective of the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the LD Subsidiary or by any other circumstance, including, without limitation (i) assertions of amendment, waivers or forbearance affecting the Agreement or the related collateral; (ii) the LD Subsidiary’s lack of authorization to enter into the Agreement or its disability or bankruptcy; (iii) incomplete performance of the Agreement; (iv) delay by the Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantor. (e) If at any time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary or the Guarantor or otherwise, the Guarantor’s obligations hereunder springing Guarantee with respect to suchreleased Guarantor after such payment shall be reinstated upon such restoration or return being made. (f) So long as any amount payable by the LD Subsidiary in connection with the Agreement is overdue and unpaid, the Guarantor shall not exercise any right of subrogationrelease occurs). If at any time when any amount is overdue and unpaid the Guarantor receives any amount as a result of any action against the LD Subsidiary or any of its property or assets or otherwise for or on account of any payment made by the Guarantor under this Guaranty, the Guarantor shall forthwith pay that amount received by it, to the extent necessary to satisfy any such amount overdue and unpaid, to the Beneficiary, to be credited and applied against the amount so payable by the LD Subsidiary and until payment is made to the Beneficiary the Guarantor shall hold such amounts in trust for the Beneficiary. (g) If the LD Subsidiary merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist, the Guarantor shall nonetheless continue to be liable for the payment of all amounts payable by the LD Subsidiary under the Agreement to the extent such amounts are not paid when due by the LD Subsidiary.70

Guaranty. Landlord absolutely, irrevocably, and unconditionally guaranties the performance of all obligations of Tenant as “Owner” under the Management Agreement (the “Guarantied Obligations”). The Guarantied Obligations which are monetary obligations will be paid when due and payable and the Guarantied Obligations which are performance obligations will be fully performed when and in the manner required by the Management Agreement. This guaranty is an absolute, irrevocable, and unconditional guaranty of payment and performance and the liability of Landlord under this Agreement is absolute and unconditional irrespective of: (i) any lack of validity or enforceability of the Management Agreement or this Agreement; (ii) any change in the time, manner, place or any other term or condition of payments due under the Management Agreement, or this Agreement, or any other amendment or waiver of, or consent to, or any departure from the Management Agreement, or this Agreement; (iii) any failure of Manager to enforce the terms of the Management Agreement, or this Agreement against Tenant; or (iv) any other circumstances which might otherwise constitute a defense to, or discharge of, any of the Guarantied Obligations (other than because, or to the extent, the same have been previously discharged in accordance with the terms of the Management Agreement). If all or any part of the Guarantied Obligations have not been paid when due or performed when performance is required, Landlord (without first requiring Manager to proceed against Tenant or any other party or any other security) will pay or cause to be paid any such monetary obligations (including interest and any other charges due under the Management Agreement) or perform or cause to be performed any such nonmonetary obligations within 10 business days after receipt of notice from Manager of Tenant’s failure to pay or perform the same. If Landlord fails to pay any such monetary obligations or perform or cause to be performed such nonmonetary obligations, Manager may exercise any and all legal and equitable remedies available and Landlord will pay any and all reasonable out-of-pocket costs (including outside counsel fees and costs) actually incurred by Manager in enforcing its rights under this Agreement. The guaranty contained in this Section 6: (a) The Guarantor hereby (i) fully, irrevocably and unconditionally guarantees the due and punctual payment of any and all obligations of the LD Subsidiary owed to the Beneficiary under the Agreement and (ii) acknowledges that any and all amounts payable by the Guarantor hereunder shall be pari passu with all other senior unsecured debt of the Guarantor. (b) This is a continuing Guaranty guaranty and a guaranty of payment (not merely of collection), and it shall will remain in full force and effect until all amounts payable by the LD Subsidiary to earlier of (x) the Beneficiary indefeasible satisfaction and discharge in full of Tenant’s obligations as “Owner” under the Management Agreement have been validlyand Landlord’s and Tenant’s obligations under this Agreement, finally and irrevocably paid in full and shall not be affected in any way by the absence of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entity. (cy) The Guarantor hereby agrees that it shall not be necessary, as a condition precedent to enforcement of this Guaranty, that a suit first be instituted against the LD Subsidiary or that any rights or remedies first be exhausted against the LD Subsidiary and the Guarantor hereby waives diligence, presentment, demand on the LD Subsidiary for payment or otherwise, filing of claims, requirement of a prior proceeding against the LD Subsidiary and protest or notice, except as may be provided for in the Agreement with respect to amounts payable by those obligations which expressly survive the LD Subsidiary. (d) The Guarantor agrees that, except by the complete and irrevocable payment of all amounts payable by the LD Subsidiary under the Agreement, its obligations under this Guaranty shall be unconditional and this Guaranty shall not be subject to any defense of set-off, counterclaim, recoupment expiration or earlier termination or discharge whatsoever by reason of the invalidityManagement Agreement in accordance with the terms thereof, illegality the expiration or unenforceability of any obligations under this Guaranty or any other defense that constitutes a legal or equitable discharge or defense of a guarantor or surety in its capacity as such irrespective earlier termination of the existence of any bankruptcyManagement Agreement in accordance with its terms, insolvency, reorganization or similar proceedings involving the LD Subsidiary or by any other circumstance, including, without limitation (i) assertions of amendment, waivers or forbearance affecting the Agreement or the related collateral; (ii) the LD Subsidiary’s lack of authorization to enter into the Agreement or its disability or bankruptcy; (iii) incomplete performance of the Agreement; (iv) delay by the Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vib) failure will continue to notify be effective or will be reinstated, as the Guarantor. (e) If at case may be, if any time payment under the Management Agreement, or this Agreement becomes unrecoverable from Tenant by operation of law or for any other reason (except in the event that a court of competent jurisdiction determines that Manager is rescinded not entitled to any such payment) or must otherwise be otherwise restored or returned upon by Manager on the insolvency, bankruptcy or reorganization of Landlord or Tenant. The terms of this Section will survive the LD Subsidiary expiration or earlier termination of the Guarantor or otherwise, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being madeManagement Agreement and this Agreement. (f) So long as any amount payable by the LD Subsidiary in connection with the Agreement is overdue and unpaid, the Guarantor shall not exercise any right of subrogation. If at any time when any amount is overdue and unpaid the Guarantor receives any amount as a result of any action against the LD Subsidiary or any of its property or assets or otherwise for or on account of any payment made by the Guarantor under this Guaranty, the Guarantor shall forthwith pay that amount received by it, to the extent necessary to satisfy any such amount overdue and unpaid, to the Beneficiary, to be credited and applied against the amount so payable by the LD Subsidiary and until payment is made to the Beneficiary the Guarantor shall hold such amounts in trust for the Beneficiary. (g) If the LD Subsidiary merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist, the Guarantor shall nonetheless continue to be liable for the payment of all amounts payable by the LD Subsidiary under the Agreement to the extent such amounts are not paid when due by the LD Subsidiary.

Guaranty. (a) The For value received, Guarantor does hereby (i) fullyunconditionally, absolutely and irrevocably guarantee, as primary obligor and unconditionally guarantees not as a surety, to Buyer the due full, complete and punctual prompt payment by Seller of any and all amounts and payment obligations now or hereafter owing from Seller to Buyer under the PPA, including, without limitation, compensation for penalties, the Termination Payment, indemnification payments or other damages, as and when required pursuant to the terms of the LD Subsidiary owed to PPA (the Beneficiary under the Agreement and (ii) acknowledges that any and all amounts payable by the Guarantor hereunder shall be pari passu with all other senior unsecured debt of the Guarantor. (b) This is a continuing Guaranty and a guaranty of payment (not merely of collection“Guaranteed Amount”), and it shall remain in full force and effect until all amounts payable by the LD Subsidiary to the Beneficiary under the Agreement have been validly, finally and irrevocably paid in full and shall not be affected in any way by the absence of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entity. (c) The Guarantor hereby agrees that it shall not be necessary, as a condition precedent to enforcement of this Guarantyprovided, that a suit first be instituted against the LD Subsidiary Guarantor’s aggregate liability under or that any rights or remedies first be exhausted against the LD Subsidiary and the Guarantor hereby waives diligence, presentment, demand on the LD Subsidiary for payment or otherwise, filing arising out of claims, requirement of a prior proceeding against the LD Subsidiary and protest or notice, except as may be provided for in the Agreement with respect to amounts payable by the LD Subsidiary. (d) The Guarantor agrees that, except by the complete and irrevocable payment of all amounts payable by the LD Subsidiary under the Agreement, its obligations under this Guaranty shall be unconditional and this Guaranty shall not be subject to exceed _ Dollars ($ ). The Parties understand and agree that any defense payment by Guarantor or Seller of set-off, counterclaim, recoupment or termination or discharge whatsoever by reason any portion of the invalidityGuaranteed Amount shall thereafter reduce Guarantor’s maximum aggregate liability hereunder on a dollar-for-dollar basis. This Guaranty is an irrevocable, illegality or unenforceability absolute, unconditional and continuing guarantee of the full and punctual payment and performance, and not of collection, of the Guaranteed Amount and, except as otherwise expressly addressed herein, is in no way conditioned upon any obligations under this Guaranty requirement that Buyer first attempt to collect the payment of the Guaranteed Amount from Seller, any other guarantor of the Guaranteed Amount or any other defense that constitutes a legal Person or equitable discharge entity or defense resort to any other means of a guarantor or surety in its capacity as such irrespective obtaining payment of the existence of Guaranteed Amount. In the event Seller shall fail to duly, completely or punctually pay any bankruptcy, insolvency, reorganization or similar proceedings involving the LD Subsidiary or by any other circumstance, including, without limitation (i) assertions of amendment, waivers or forbearance affecting the Agreement or the related collateral; (ii) the LD Subsidiary’s lack of authorization to enter into the Agreement or its disability or bankruptcy; (iii) incomplete performance of the Agreement; (iv) delay by the Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant Guaranteed Amount as required pursuant to the Guarantor; and (vi) failure to notify the Guarantor. (e) If at any time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvencyPPA, bankruptcy or reorganization of the LD Subsidiary or the Guarantor or otherwise, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made. (f) So long as any amount payable by the LD Subsidiary in connection with the Agreement is overdue and unpaid, the Guarantor shall not exercise any right of subrogation. If at any time when any amount is overdue and unpaid the Guarantor receives any promptly pay such amount as a result of any action against the LD Subsidiary or any of its property or assets or otherwise for or on account of any payment made by the Guarantor under this Guaranty, the Guarantor shall forthwith pay that amount received by it, to the extent necessary to satisfy any such amount overdue and unpaid, to the Beneficiary, to be credited and applied against the amount so payable by the LD Subsidiary and until payment is made to the Beneficiary the Guarantor shall hold such amounts in trust for the Beneficiaryrequired herein. (g) If the LD Subsidiary merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist, the Guarantor shall nonetheless continue to be liable for the payment of all amounts payable by the LD Subsidiary under the Agreement to the extent such amounts are not paid when due by the LD Subsidiary.

Guaranty. (a) The Each Guarantor hereby (i) fully, irrevocably jointly and severally and unconditionally and irrevocably guarantees the due and punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower, now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding), Letter of Credit Obligations, fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the Borrower, being the "Guaranteed Obligations"), and agrees to pay any and all obligations expenses (including reasonable counsel fees and expenses) incurred by the Agents, the Lenders and the L/C Issuer in enforcing any rights under the guaranty set forth in this 0. Without limiting the generality of the LD Subsidiary foregoing, each Guarantor's liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Beneficiary Agents, the Lenders and the L/C Issuer under any Loan Document but for the Agreement and (ii) acknowledges fact that any and all amounts payable by they are unenforceable or not allowable due to the Guarantor hereunder shall be pari passu with all other senior unsecured debt existence of an Insolvency Proceeding involving the GuarantorBorrower. (b) This is In addition to the guaranty specified in Section 11.01(a) above, each Guarantor agrees to indemnify and save the Agents, the Lenders and the L/C Issuer harmless from and against all costs, losses, expenses and damages it may suffer as a continuing Guaranty and a guaranty result or consequence of, the Borrower's default in the performance of payment (not merely any of collection)the Guaranteed Obligations, and it shall remain in full force and effect until all amounts payable or any ability by the LD Subsidiary Agents, the Lenders or the L/C Issuer to recover the Beneficiary under the Agreement have been validly, finally and irrevocably paid ultimate balance due or remaining unpaid to such party in full and shall not be affected in any way by the absence of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entity. (c) The Guarantor hereby agrees that it shall not be necessary, as a condition precedent to enforcement of this Guaranty, that a suit first be instituted against the LD Subsidiary or that any rights or remedies first be exhausted against the LD Subsidiary and the Guarantor hereby waives diligence, presentment, demand on the LD Subsidiary for payment or otherwise, filing of claims, requirement of a prior proceeding against the LD Subsidiary and protest or notice, except as may be provided for in the Agreement with respect to amounts payable by the LD Subsidiary. (d) The Guarantor agrees that, except by the complete and irrevocable payment of all amounts payable by the LD Subsidiary under the Agreement, its obligations under this Guaranty shall be unconditional and this Guaranty shall not be subject to any defense of set-off, counterclaim, recoupment or termination or discharge whatsoever by reason of the invalidity, illegality or unenforceability of any obligations under this Guaranty or any other defense that constitutes a legal or equitable discharge or defense of a guarantor or surety in its capacity as such irrespective of the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the LD Subsidiary or by any other circumstanceGuaranteed Obligations, including, without limitation (i) assertions limitation, legal fees incurred by or on behalf of amendmentthe Agents, waivers or forbearance affecting the Agreement Lenders or the related collateral; (ii) the LD Subsidiary’s lack of authorization to enter into the Agreement or its disability or bankruptcy; (iii) incomplete performance of the Agreement; (iv) delay by the Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantor. (e) If at any time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary or the Guarantor or otherwise, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made. (f) So long as any amount payable by the LD Subsidiary in connection with the Agreement is overdue and unpaid, the Guarantor shall not exercise any right of subrogation. If at any time when any amount is overdue and unpaid the Guarantor receives any amount as a result of L/C Issuer resulting from any action against instituted on the LD Subsidiary or any basis of its property or assets or otherwise for or on account of any payment made by the Guarantor under this Guaranty, the Guarantor shall forthwith pay that amount received by it, to the extent necessary to satisfy any such amount overdue and unpaid, to the Beneficiary, to be credited and applied against the amount so payable by the LD Subsidiary and until payment is made to the Beneficiary the Guarantor shall hold such amounts in trust for the Beneficiary0. (g) If the LD Subsidiary merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist, the Guarantor shall nonetheless continue to be liable for the payment of all amounts payable by the LD Subsidiary under the Agreement to the extent such amounts are not paid when due by the LD Subsidiary.

Guaranty. Effective for Guaranteed Obligations accruing before, on and after the Execution Date (a) The as such term is defined under the Lease), Guarantor hereby (i) fullyabsolutely, unconditionally and irrevocably guarantees, as principal obligor and unconditionally guarantees not merely as surety, to Landlord, the due full, timely and punctual unconditional payment of any and all obligations performance, of the LD Subsidiary owed to Guaranteed Obligations strictly in accordance with the Beneficiary under the Agreement and (ii) acknowledges that any and all amounts payable by the Guarantor hereunder shall be pari passu with all other senior unsecured debt terms of the Guarantor. (b) Lease, as such Guaranteed Obligations may be modified, amended, extended or renewed from time to time. This is a continuing Guaranty and a guaranty of payment (and performance and not merely of collection). Guarantor agrees that Guarantor is primarily liable for and responsible for the payment and performance of the Guaranteed Obligations. Guarantor shall be bound by all of the provisions, terms, conditions, restrictions and limitations contained in the Lease which are to be observed or performed by Tenant, the same as if Guarantor was named therein as Tenant with joint and several liability with Tenant, and it shall remain in full force and effect until all amounts payable by the LD Subsidiary to the Beneficiary any remedies that Landlord has under the Agreement have been validlyLease against Tenant shall apply to Guarantor as well. If Tenant defaults in any Guaranteed Obligation under the Lease, finally Guarantor shall in lawful money of the United States, pay to Landlord on demand the amount due and irrevocably paid in full owing under the Lease. Guarantor waives any rights to notices of acceptance, modifications, amendment, extension or breach of the Lease. If Guarantor is a natural person, it is expressly agreed that this guaranty shall survive the death of such guarantor and shall not be affected continue in any way by effect. The obligations of Guarantor under this Guaranty are independent of the absence obligations of any action to obtain those amounts from the LD Subsidiary Tenant or any other guarantor guarantor. Guarantor acknowledges that this Guaranty and Guarantor's obligations and liabilities under this Guaranty are and shall at all times continue to be absolute and unconditional in all respects and shall be the separate and independent undertaking of Guarantor without regard to the genuineness, validity, legality or surety or to proceed against enforceability of the Lease, and shall at all times be valid and enforceable irrespective of any other security provided by agreements or circumstances of any nature whatsoever which might otherwise constitute a defense to this Guaranty and the LD Subsidiary obligations and liabilities of Guarantor under this Guaranty or the obligations or liabilities of any other person or entity. entity (cincluding, without limitation, Tenant) The relating to this Guaranty or the obligations or liabilities of Guarantor hereby agrees that it shall not be necessary, as a condition precedent to enforcement of this Guaranty, that a suit first be instituted against the LD Subsidiary hereunder or that any rights or remedies first be exhausted against the LD Subsidiary and the Guarantor hereby waives diligence, presentment, demand on the LD Subsidiary for payment or otherwise, filing of claims, requirement of a prior proceeding against the LD Subsidiary and protest or notice, except as may be provided for in the Agreement otherwise with respect to amounts payable the Lease or to Tenant. Guarantor hereby absolutely, unconditionally and irrevocably waives any and all rights it may have to assert any defense, set-off, counterclaim or cross-claim of any nature whatsoever with respect to this Guaranty or the obligations or liabilities of Guarantor under this Guaranty or the obligations or liabilities of any other person or entity (including, without limitation, Tenant) relating to this Guaranty or the obligations or liabilities of Guarantor under this Guaranty or otherwise with respect to the Lease, in any action or proceeding brought by the LD Subsidiary. (d) holder hereof to enforce the obligations or liabilities of Guarantor under this Guaranty. This Guaranty sets forth the entire agreement and understanding of Landlord and Guarantor, and Guarantor acknowledges that no oral or other agreements, understandings, representations or warranties exist with respect to this Guaranty or with respect to the obligations or liabilities of Guarantor under this Guaranty. The obligations of Guarantor agrees that, except by the complete and irrevocable payment of all amounts payable by the LD Subsidiary under the Agreement, its obligations under this Guaranty shall be unconditional continuing and this Guaranty shall not be subject to irrevocable (a) during any defense period of set-offtime when the liability of Tenant under the Lease continues, counterclaim, recoupment or termination or discharge whatsoever by reason and (b) until all of the invalidityGuaranteed Obligations have been fully discharged by payment, illegality performance or unenforceability of any obligations under this Guaranty or any other defense that constitutes a legal or equitable discharge or defense of a guarantor or surety in its capacity as such irrespective of the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the LD Subsidiary or by any other circumstance, including, without limitation (i) assertions of amendment, waivers or forbearance affecting the Agreement or the related collateral; (ii) the LD Subsidiary’s lack of authorization to enter into the Agreement or its disability or bankruptcy; (iii) incomplete performance of the Agreement; (iv) delay by the Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantor. (e) compliance. If at any time all or any part of any payment received by Landlord from Tenant or Guarantor or any other person under or with respect to the Agreement is Lease or this Guaranty has been refunded or rescinded pursuant to any court order, or must declared to be fraudulent or preferential, or are set aside or otherwise restored are required to be repaid to Tenant, its estate, trustee, receiver or returned upon any other party, including as a result of the insolvency, bankruptcy or reorganization of the LD Subsidiary or the Guarantor or otherwise, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made. (f) So long as any amount payable by the LD Subsidiary in connection with the Agreement is overdue and unpaid, the Guarantor shall not exercise any right of subrogation. If at any time when any amount is overdue and unpaid the Guarantor receives any amount as a result of any action against the LD Subsidiary Tenant or any of its property or assets or otherwise for or on account of any payment made by other party (an "Invalidated Payment"), then Guarantor's obligations under the Guarantor under this Guaranty, the Guarantor shall forthwith pay that amount received by itGuaranty shall, to the extent necessary of such Invalidated Payment be reinstated and deemed to satisfy have continued in existence as of the date that the original payment occurred. This Guaranty shall not be affected or limited in any such amount overdue and unpaidmanner by whether Tenant may be liable, with respect to the BeneficiaryGuaranteed Obligations individually, to be credited and applied against the amount so payable by the LD Subsidiary and until payment is made to the Beneficiary the Guarantor shall hold such amounts in trust for the Beneficiaryjointly with other primarily, or secondarily. (g) If the LD Subsidiary merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist, the Guarantor shall nonetheless continue to be liable for the payment of all amounts payable by the LD Subsidiary under the Agreement to the extent such amounts are not paid when due by the LD Subsidiary.

Guaranty. (a) The Guarantor hereby (i) fullyabsolutely, irrevocably and unconditionally guarantees the due and punctual payment and performance when due of all obligations of Obligor now or hereafter existing under the Agreement (collectively, the "Guaranteed Obligations"), and agrees to pay any and all costs incurred by Counterparty in enforcing or attempting to enforce any rights under this Guaranty. This is a guaranty of payment and performance, not of collection. For purposes hereof, the phrase “when due” shall include when any such obligations of the LD Subsidiary owed to the Beneficiary Obligor under the Agreement and (ii) acknowledges that would be due or are required to be performed, whether at maturity, upon demand, by acceleration or otherwise, in accordance with the Agreement without giving effect to any and all amounts payable by stay, injunction or similar action resulting from a bankruptcy or similar proceeding or any order of any event or governmental entity affecting Obligor, such maturity, demand or acceleration being deemed to have occurred upon, the Guarantor hereunder shall be pari passu with all other senior unsecured debt taking effect of the Guarantorsuch stay, injunction or similar action. (b) This In the event Obligor shall fail to pay any amount owed to the Counterparty under the Agreement, Guarantor shall, upon written demand from Counterparty of such failure, pay or cause to be paid the amount owed within ten (10) business days of receipt of such notice. In the event payment is not made in accordance with the foregoing sentence, the amount owed shall bear interest from the date of such demand until receipt of such payment at a continuing rate per annum equal to the Prime Rate, accruing monthly. (c) Guarantor guarantees that the obligations of Guarantor under this Guaranty are independent of the obligations of Obligor under the Agreement, and a guaranty separate action or actions may be brought against Guarantor to enforce this Guaranty, irrespective of whether any action is brought against Obligor or whether Obligor is joined in any such action or actions. Subject to the above notice requirement, Counterparty shall have the right to proceed first and directly against Guarantor under this Guaranty without first proceeding against Obligor or exhausting any other remedies which it may have. (d) If any amount paid by Obligor in respect of the Guaranteed Obligations is required to be repaid by Counterparty pursuant to a court order in any bankruptcy or similar Legal Proceeding, Guarantor’s Obligations hereunder shall be restored as if such payment (not merely of collection)by Obligor had never been made, and it Guarantor, to the extent permitted by applicable law or order, waives the benefit of any statute of limitations affecting the enforceability of this provision of the Guaranty. (e) This Guaranty shall remain terminate upon the date that all of the Guaranteed Obligations are indefeasibly discharged. It is understood and agreed, however, that notwithstanding any such termination, this Guaranty shall continue in full force and effect until all amounts payable by the LD Subsidiary to the Beneficiary under the Agreement have been validly, finally and irrevocably paid in full and shall not be affected in any way by the absence of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entity. (c) The Guarantor hereby agrees that it shall not be necessary, as a condition precedent to enforcement of this Guaranty, that a suit first be instituted against the LD Subsidiary or that any rights or remedies first be exhausted against the LD Subsidiary and the Guarantor hereby waives diligence, presentment, demand on the LD Subsidiary for payment or otherwise, filing of claims, requirement of a prior proceeding against the LD Subsidiary and protest or notice, except as may be provided for in the Agreement with respect to amounts payable by the LD Subsidiary. (d) The Guarantor agrees that, except by the complete and irrevocable payment of all amounts payable by the LD Subsidiary under the Agreement, its obligations under this Guaranty shall be unconditional and this Guaranty shall not be subject to any defense of set-off, counterclaim, recoupment or termination or discharge whatsoever by reason of the invalidity, illegality or unenforceability of any obligations under this Guaranty or any other defense that constitutes a legal or equitable discharge or defense of a guarantor or surety in its capacity as such irrespective of the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the LD Subsidiary or by any other circumstance, including, without limitation (i) assertions of amendment, waivers or forbearance affecting the Agreement or the related collateral; (ii) the LD Subsidiary’s lack of authorization to enter into the Agreement or its disability or bankruptcy; (iii) incomplete performance of the Agreement; (iv) delay by the Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantor. (e) If at any time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary or the Guarantor or otherwise, the Guarantor’s obligations hereunder with respect Guaranteed Obligations arising prior to such payment shall be reinstated upon such restoration or return being madetermination. (f) So long as any amount payable by the LD Subsidiary in connection with the Agreement is overdue and unpaid, the Guarantor shall not exercise any right of subrogation. If at any time when any amount is overdue and unpaid the Guarantor receives any amount as a result of any action against the LD Subsidiary or any of its property or assets or otherwise for or on account of any payment made by the Guarantor under this Guaranty, the Guarantor shall forthwith pay that amount received by it, to the extent necessary to satisfy any such amount overdue and unpaid, to the Beneficiary, to be credited and applied against the amount so payable by the LD Subsidiary and until payment is made to the Beneficiary the Guarantor shall hold such amounts in trust for the Beneficiary. (g) If the LD Subsidiary merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist, the Guarantor shall nonetheless continue to be liable for the payment of all amounts payable by the LD Subsidiary under the Agreement to the extent such amounts are not paid when due by the LD Subsidiary.

Guaranty. Effective for Guaranteed Obligations accruing before, on and after the Execution Date (a) The as such term is defined under the Lease), Guarantor hereby (i) fullyabsolutely, unconditionally and irrevocably guarantees, as principal obligor and unconditionally guarantees not merely as surety, to Landlord, the due full, timely and punctual unconditional payment of any and all obligations performance, of the LD Subsidiary owed to Guaranteed Obligations strictly in accordance with the Beneficiary under the Agreement and (ii) acknowledges that any and all amounts payable by the Guarantor hereunder shall be pari passu with all other senior unsecured debt terms of the Guarantor. (b) Lease, as such Guaranteed Obligations may be modified, amended, extended or renewed from time to time. This is a continuing Guaranty and a guaranty of payment (and performance and not merely of collection). Guarantor agrees that Guarantor is primarily liable for and responsible for the payment and performance of the Guaranteed Obligations. Guarantor shall be bound by all of the provisions, terms, conditions, restrictions and limitations contained in the Lease which are to be observed or performed by Tenant, the same as if Guarantor was named therein as Tenant with joint and several liability with Tenant, and it shall remain in full force and effect until all amounts payable by the LD Subsidiary to the Beneficiary any remedies that Landlord has under the Agreement have been validlyLease against Tenant shall apply to Guarantor as well. If Tenant defaults in any Guaranteed Obligation under the Lease, finally Guarantor shall in lawful money of the United States, pay to Landlord on demand the amount due and irrevocably paid in full owing under the Lease. Guarantor waives any rights to notices of acceptance, modifications, amendment, extension or breach of the Lease. If Guarantor is a natural person, it is expressly agreed that this guaranty shall survive the death of such guarantor and shall not be affected continue in any way by effect. The obligations of Guarantor under this Guaranty are independent of the absence obligations of any action to obtain those amounts from the LD Subsidiary Tenant or any other guarantor guarantor. Guarantor acknowledges that this Guaranty and Guarantor's obligations and liabilities under this Guaranty are and shall at all times continue to be absolute and unconditional in all respects and shall be the separate and independent undertaking of Guarantor without regard to the genuineness, validity, legality or surety or to proceed against enforceability of the Lease, and shall at all times be valid and enforceable irrespective of any other security provided by agreements or circumstances of any nature whatsoever which might otherwise constitute a defense to this Guaranty and the LD Subsidiary obligations and liabilities of Guarantor under this Guaranty or the obligations or liabilities of any other person or entity. entity (cincluding, without limitation, Tenant) The relating to this Guaranty or the obligations or liabilities of Guarantor hereby agrees that it shall not be necessary, as a condition precedent to enforcement of this Guaranty, that a suit first be instituted against the LD Subsidiary hereunder or that any rights or remedies first be exhausted against the LD Subsidiary and the Guarantor hereby waives diligence, presentment, demand on the LD Subsidiary for payment or otherwise, filing of claims, requirement of a prior proceeding against the LD Subsidiary and protest or notice, except as may be provided for in the Agreement otherwise with respect to amounts payable the Lease or to Tenant. Guarantor hereby absolutely, unconditionally and irrevocably waives any and all rights it may have to assert any defense, set-off, counterclaim or cross-claim of any nature whatsoever with respect to this Guaranty or the obligations or liabilities of Guarantor under this Guaranty or the obligations or liabilities of any other person or entity (including, without limitation, Tenant) relating to this Guaranty or the obligations or liabilities of Guarantor under this Guaranty or otherwise with respect to the Lease, in any action or proceeding brought by the LD Subsidiary. (d) holder hereof to enforce the obligations or liabilities of Guarantor under this Guaranty. This Guaranty sets forth the entire agreement and understanding of Landlord and Guarantor, and Guarantor acknowledges that no oral or other agreements, understandings, representations or warranties exist with respect to this Guaranty or with respect to the obligations or liabilities of Guarantor under this Guaranty. The obligations of Guarantor agrees that, except by the complete and irrevocable payment of all amounts payable by the LD Subsidiary under the Agreement, its obligations under this Guaranty shall be unconditional continuing and this Guaranty shall not be subject to irrevocable (a) during any defense period of set-offtime when the liability of Tenant under the Lease continues, counterclaim, recoupment or termination or discharge whatsoever by reason and (b) until all of the invalidityGuaranteed Obligations have been fully discharged by payment, illegality performance or unenforceability of any obligations under this Guaranty or any other defense that constitutes a legal or equitable discharge or defense of a guarantor or surety in its capacity as such irrespective of the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the LD Subsidiary or by any other circumstance, including, without limitation (i) assertions of amendment, waivers or forbearance affecting the Agreement or the related collateral; (ii) the LD Subsidiary’s lack of authorization to enter into the Agreement or its disability or bankruptcy; (iii) incomplete performance of the Agreement; (iv) delay by the Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantor. (e) compliance. If at any time all or any part of any payment received by Landlord from Tenant or Guarantor or any other person under or with respect to the Agreement is Lease or this Guaranty has been refunded or rescinded pursuant to any court order, or must declared to be fraudulent or preferential, or are set aside or otherwise restored are required to be repaid to Tenant, its estate, trustee, receiver or returned upon any other party, including as a result of the insolvency, bankruptcy or reorganization of the LD Subsidiary or the Guarantor or otherwise, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made. (f) So long as any amount payable by the LD Subsidiary in connection with the Agreement is overdue and unpaid, the Guarantor shall not exercise any right of subrogation. If at any time when any amount is overdue and unpaid the Guarantor receives any amount as a result of any action against the LD Subsidiary Tenant or any of its property or assets or otherwise for or on account of any payment made by other party (an “Invalidated Payment”), then Guarantor's obligations under the Guarantor under this Guaranty, the Guarantor shall forthwith pay that amount received by itGuaranty shall, to the extent necessary of such Invalidated Payment be reinstated and deemed to satisfy have continued in existence as of the date that the original payment occurred. This Guaranty shall not be affected or limited in any such amount overdue and unpaidmanner by whether Tenant may be liable, with respect to the BeneficiaryGuaranteed Obligations individually, to be credited and applied against the amount so payable by the LD Subsidiary and until payment is made to the Beneficiary the Guarantor shall hold such amounts in trust for the Beneficiaryjointly with other primarily, or secondarily. (g) If the LD Subsidiary merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist, the Guarantor shall nonetheless continue to be liable for the payment of all amounts payable by the LD Subsidiary under the Agreement to the extent such amounts are not paid when due by the LD Subsidiary.

Guaranty. (a) The Each Guarantor hereby (i) fullyabsolutely, unconditionally and irrevocably and unconditionally guarantees the due and punctual payment and performance, when due, whether at stated maturity, by acceleration or otherwise, of any all Secured Obligations, whether absolute or contingent and all obligations whether for principal, interest (including, without limitation, interest that but for the existence of a bankruptcy, reorganization or similar proceeding would accrue), fees, amounts owing in respect of Letter of Credit Obligations, amounts required to be provided as collateral, indemnities, expenses or otherwise (collectively, the “Guaranteed Obligations”). Without limiting the generality of the LD foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower or any Subsidiary owed of the Borrower to the Beneficiary Administrative Agent, the Issuing Lender or any Lender under the Agreement Credit Documents and (ii) acknowledges that any and all amounts payable by the Guarantor hereunder shall be pari passu with all other senior unsecured debt Borrower or any Subsidiary of the GuarantorBorrower to the Swap Counterparty but for the fact that they are unenforceable or not allowable due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower or any Subsidiary of the Borrower. (b) This is In order to provide for just and equitable contribution among the Guarantors, the Guarantors agree that in the event a continuing payment shall be made on any date under this Guaranty and a guaranty of payment by any Guarantor (not merely of collectionthe “Funding Guarantor”), and it each other Guarantor (each a “Contributing Guarantor”) shall remain indemnify the Funding Guarantor in full force and effect until all amounts payable by the LD Subsidiary an amount equal to the Beneficiary under amount of such payment, in each case multiplied by a fraction the Agreement have been validly, finally numerator of which shall be the net worth of the Contributing Guarantor as of such date and irrevocably paid in full and the denominator of which shall not be affected in the aggregate net worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any way by payment to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the absence rights of any action such Funding Guarantor to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entityextent of such payment. (c) The Anything contained in this Guaranty to the contrary notwithstanding, the obligations of each Guarantor hereby agrees that it shall not be necessary, as a condition precedent to enforcement of this Guaranty, that a suit first be instituted against the LD Subsidiary or that any rights or remedies first be exhausted against the LD Subsidiary and the Guarantor hereby waives diligence, presentment, demand on the LD Subsidiary for payment or otherwise, filing of claims, requirement of a prior proceeding against the LD Subsidiary and protest or notice, except as may be provided for in the Agreement with respect to amounts payable by the LD Subsidiary. (d) The Guarantor agrees that, except by the complete and irrevocable payment of all amounts payable by the LD Subsidiary under the Agreement, its obligations under this Guaranty on any date shall be unconditional and this Guaranty shall not be limited to a maximum aggregate amount equal to the largest amount that would not, on such date, render its obligations hereunder subject to any defense of set-off, counterclaim, recoupment avoidance as a fraudulent transfer or termination or discharge whatsoever by reason conveyance under Section 548 of the invalidity, illegality or unenforceability Bankruptcy Code of any obligations under this Guaranty the United States or any other defense that constitutes a legal or equitable discharge or defense applicable provisions of a guarantor or surety in its capacity as such irrespective of the existence of any comparable laws relating to bankruptcy, insolvency, reorganization or similar proceedings involving reorganization, or relief of debtors (collectively, the LD Subsidiary or by “Fraudulent Transfer Laws”), but only to the extent that any other circumstanceFraudulent Transfer Law has been found in a final non-appealable judgment of a court of competent jurisdiction to be applicable to such obligations as of such date, including, without limitation in each case: (i) assertions after giving effect to all liabilities of amendmentsuch Guarantor, waivers contingent or forbearance affecting otherwise, that are relevant under the Agreement Fraudulent Transfer Laws, but specifically excluding: (A) any liabilities of such Guarantor in respect of intercompany indebtedness to the Borrower or other Affiliates of the related collateralBorrower to the extent that such indebtedness would be discharged in an amount equal to the amount paid by such Guarantor hereunder; (B) any liabilities of such Guarantor under this Guaranty; and (C) any liabilities of such Guarantor under each of its other guaranties of and joint and several co-borrowings of Debt, in each case entered into on the date this Guaranty becomes effective, which contain a limitation as to maximum amount substantially similar to that set forth in this Section 2(c) (each such other guaranty and joint and several co-borrowing entered into on the date this Guaranty becomes effective, a “Competing Guaranty”) to the extent such Guarantor’s liabilities under such Competing Guaranty exceed an amount equal to (1) the aggregate principal amount of such Guarantor’s obligations under such Competing Guaranty (notwithstanding the operation of that limitation contained in such Competing Guaranty that is substantially similar to this Section 2(c)), multiplied by (2) a fraction (i) the numerator of which is the aggregate principal amount of such Guarantor’s obligations under such Competing Guaranty (notwithstanding the operation of that limitation contained in such Competing Guaranty that is substantially similar to this Section 2(c)), and (ii) the LD Subsidiary’s lack denominator of authorization to enter into which is the Agreement or its disability or bankruptcy; sum of (iiix) incomplete performance the aggregate principal amount of the Agreement; obligations of such Guarantor under all other Competing Guaranties (ivnotwithstanding the operation of those limitations contained in such other Competing Guaranties that are substantially similar to this Section 2(c)), (y) delay by the Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantor. (e) If at any time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization aggregate principal amount of the LD Subsidiary or the Guarantor or otherwise, the Guarantor’s obligations hereunder with respect to of such payment shall be reinstated upon such restoration or return being made. (f) So long as any amount payable by the LD Subsidiary in connection with the Agreement is overdue and unpaid, the Guarantor shall not exercise any right of subrogation. If at any time when any amount is overdue and unpaid the Guarantor receives any amount as a result of any action against the LD Subsidiary or any of its property or assets or otherwise for or on account of any payment made by the Guarantor under this GuarantyGuaranty (notwithstanding the operation of this Section 2(c)), and (z) the aggregate principal amount of the obligations of such Guarantor shall forthwith pay under such Competing Guaranty (notwithstanding the operation of that amount received by it, limitation contained in such Competing Guaranty that is substantially similar to this Section 2(c)); and (ii) after giving effect as assets to the extent necessary value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to satisfy subrogation, reimbursement, indemnification or contribution of such Guarantor pursuant to applicable law or pursuant to the terms of any agreement (including any such amount overdue and unpaid, to the Beneficiary, to be credited and applied against the amount so payable by the LD Subsidiary and until payment is made to the Beneficiary the Guarantor shall hold such amounts in trust for the Beneficiaryright of contribution under Section 2(b)). (g) If the LD Subsidiary merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist, the Guarantor shall nonetheless continue to be liable for the payment of all amounts payable by the LD Subsidiary under the Agreement to the extent such amounts are not paid when due by the LD Subsidiary.