**TABLE OF CONTENTS**       Page 1. DEFINITIONS  1      2. ACKNOWLEDGMENTS, CONSIDERATION  9      3. GUARANTY  10      4. REINSTATEMENT  10      5. WAIVERS  10      6. ADDITIONAL AGREEMENTS  11      7. REPRESENTATIONS AND WARRANTIES  12      8. NOTICES  13      9. COVENANTS  13      10. DEFAULT; REMEDIES  30      11. MISCELLANEOUS  32      12. JURY TRIAL WAIVER  33      13. NOTICES  33      14. CONSENT TO JURISDICTION  33      15. ENTIRE AGREEMENT  33      16. INDEPENDENCE OF COVENANTS  34 
 

 
AMENDED AND RESTATED GUARANTY OF PAYMENT OF DEBT          THIS AMENDED AND RESTATED GUARANTY OF PAYMENT OF DEBT (this “Guaranty”) is made and issued byFOREST CITY ENTERPRISES, INC., an Ohio corporation (the “Guarantor”), as of this 6th day of June,2007, in order to induce the Banks (as hereinafter defined), KEYBANK NATIONAL ASSOCIATION, asadministrative agent for the Banks (the “Administrative Agent”), NATIONAL CITY BANK, as syndicationagent for the Banks (the “Syndication Agent” and together with the Administrative Agent, the“Agents”), and BANK OF AMERICA, N.A., and LASALLE BANK NATIONAL ASSOCIATION, as co-documentationagents, (the “Co-Documentation Agents”), to enter into, and lend money pursuant to, a certainAmended and Restated Credit Agreement of even date herewith (said Amended and Restated CreditAgreement as it may be from time to time amended, restated, or modified being herein called the“Agreement”), by and among the Banks, the Agents, the Co-Documentation Agents and FOREST CITYRENTAL PROPERTIES CORPORATION, a subsidiary of the Guarantor (the “Borrower”).**WITNESSETH:**          WHEREAS, the Guarantor previously executed a Guaranty of Payment of Debt, dated as of March22, 2004, in favor of the Banks (as hereinafter defined)(as amended to the date hereof, the“Original Guaranty”); and          WHEREAS, Borrower, the Banks, the Agents and the Co-Documentation Agents desire to amend andrestate the Original Guaranty in its entirety as hereinafter set forth; and          WHEREAS, in accordance with Section 13.02 of the Agreement, the Agents, the Co-DocumentationAgents and the Banks have consented to the modifications to the Original Guaranty that arecontained herein.          NOW, THEREFORE, the Original Guaranty is hereby amended and restated as follows:          1. DEFINITIONS. As used in this Guaranty, the following terms shall have the followingmeanings:          “Banks” shall mean each of the financing institutions that are party to the Agreement as ofthe date of this Guaranty, any other bank(s) that may become parties to the Agreement after thedate hereof, and all successors and assigns of any such bank; and “Bank” shall mean any one of theforegoing.          “Capital Stock” of any Person as used herein shall mean any and all shares, interests,participations, or other equivalents (however designated) of corporate stock or other equityparticipations or interests including, without limitation, partnership interests,
 

 
whether general or limited, and membership interests, whether of managing or non-managingmembers, of such Person.          “Cash Flow Coverage Ratio” shall mean, for any Test Period, the ratio of (i) Consolidated NetOperating Cash Flow to (ii) Consolidated Corporate Debt Service.          “Collateral” shall mean, collectively, all property, if any, securing the Debt or any partthereof at the time in question.          “Company” shall mean the Guarantor and/or a Subsidiary of the Guarantor.          “Completion Guaranty” shall mean any performance guarantee by the Guarantor that constructionof a real estate project will be completed in accordance with applicable plans and specificationsand that all costs associated with such completion will be paid, provided, that such costsmay include an interest reserve only through completion of the project and not throughstabilization of such project.          “Consolidated Corporate Debt Service” shall mean, for any period, the sum of (i) all scheduledpayments of principal of (excluding balloon payments) and interest on any Indebtedness owing by theBorrower or any of its Subsidiaries (excluding any non-recourse mortgage Indebtedness owing by theBorrower or any Subsidiary of the Borrower, (ii) all scheduled payments of principal of (excludingballoon payments) and interest on any Indebtedness owing by the Guarantor and (iii) Dividends paidby the Guarantor.          “Consolidated GAAP Shareholders’ Equity” shall mean the consolidated shareholders equity ofthe Guarantor, as calculated in accordance with GAAP.          “Consolidated Net Operating Cash Flow” shall mean, for any Test Period, Net Operating Income(a) less (i) all scheduled payments of principal of non-recourse mortgage Indebtednessowing by the Guarantor and/or its Subsidiaries (excluding any balloon payments), (ii) all interestpayments on such non-recourse Indebtedness, (iii) Twelve Million Dollars ($12,000,000) of normalrecurring capital expenditures and (b) plus (i) net income (loss) before taxes andcorporate interest expense of the Land Group, (ii) net income (loss) before taxes of the LumberTrading Group, (iii) net income (loss) before taxes and corporate interest expense (including, butnot limited to, interest incurred on Debt, subordinated debt or any other third party debt) of theCorporate Activity Group, (iv) actual cash taxes paid on the Net Operating Income and the incomeset forth in subsections (b)(i), (b)(ii) and (b)(iii) above, (v) non-cash interest expense accruedbut not currently payable up to a maximum of Five Million Dollars ($5,000,000) with respect toIndebtedness owing by the Guarantor and its Subsidiaries other than Indebtedness owing by theGuarantor and/or its Subsidiaries to the government of the United States or any state ormunicipality thereof or any agencies of any of the foregoing and (vi) non-cash interest expenseaccrued but not currently payable with respect to Indebtedness by the Guarantor and/or itsSubsidiaries owing to the government of the United States or any state or municipality thereof orany agencies of any of the foregoing.          “Contingent Obligation” shall mean, with respect to any Person at the time of anydetermination, without duplication, any obligation, contingent or otherwise, of such
 

 
Person guaranteeing or having the economic effect of guaranteeing any Indebtedness of anyother Person in any manner, whether directly or otherwise; provided, that the term“Contingent Obligation” shall not include endorsements for collection or deposit, in each case inthe ordinary course of business. The amount of any Contingent Obligation shall be deemed to be anamount equal to the stated or determinable amount of the Indebtedness in respect of which suchContingent Obligation is made or, if not stated or determinable, the maximum reasonable anticipatedliability in respect thereof (assuming such Person is required to perform thereunder).          “Controlled Group” shall mean a controlled group of corporations as defined in Section 1563 ofthe Internal Revenue Code of 1986, as may be amended from time to time, of which Guarantor or anySubsidiary of the Guarantor is a part.          “Debt” shall mean, collectively, (a) all Indebtedness now owing or hereafter incurred by theBorrower to the Agents and/or the Banks arising under or in connection with the Agreement, whetherpursuant to commitment or otherwise, and including, without limitation, the principal amount of allLoans made pursuant to the Agreement, all interest thereon determined as provided in the Agreement,all fees provided to be paid by the Borrower to the Banks and/or the Agents pursuant to theAgreement or any Related Writing and all liabilities in respect of letters of credit issued by theAdministrative Agent and/or any of the Banks for the account of the Borrower (but not includingIndebtedness held by any Bank arising and outstanding under any transaction or document referred toin Sections 8.04 (other than that referred to in subclause (a) thereof), and/or 8.07 of theAgreement), (b) each renewal, extension, consolidation or refinancing of any such Indebtedness inwhole or in part, and (c) all interest from time to time accruing on any of the foregoingIndebtedness.          “Distributions” shall have the meaning set forth in Section 9.13(e) hereof.          “Dividends” shall include all dividends (in cash or otherwise) declared and/or paid, capitalreturned, and other distributions of any kind made on or in respect of any share of Capital Stockoutstanding at any time.          “EBDT” shall mean net earnings from operations before depreciation, amortization and deferredtaxes on income and excludes provision for decline in real estate, gain (loss) on disposition ofproperties and extraordinary gains.          “Environmental Laws” means all provisions of law, statutes, ordinances, rules, regulations,permits, licenses, judgments, writs, injunctions, decrees, orders, awards and standards promulgatedby the government of the United States of America or by any state or municipality thereof or by anycourt, agency, instrumentality, regulatory authority or commission of any of the foregoing, now orhereafter in effect, and in each case, as amended, concerning or relating to health, safety andprotection of, or regulation of the discharge of substances into, the environment.          “ERISA Net Worth” shall mean (a) as to any Subsidiary of the Guarantor, the excess of the netbook value of such Subsidiary’s assets (other than patents, treasury stock, goodwill and similarintangibles but including unamortized mortgage and lease costs) over all of its liabilities (otherthan liabilities to any other Company), such excess being determined in
 

 
accordance with GAAP applied on a basis consistent with the Guarantor’s present accountingprocedures, and (b) as to the Guarantor, the excess of the net book value (after deducting allapplicable reserves and deducting any value attributable to the re-appraisal or write-up of anyasset) of the Guarantor’s assets (other than patents, good will, treasury stock and similarintangibles but including unamortized mortgage and lease costs) over all of its liabilities asdetermined on an accrued and consolidated and consolidating basis and in accordance with GAAP notinconsistent with the Guarantor’s present accounting principles consistently applied.          “Event of Default” shall have the meaning set forth in Section 10 hereof.          “Fiscal Quarterly Date” shall mean each of January 31, April 30, July 31 and October 31.          “GAAP” shall mean generally accepted accounting principles in the United States of America, ineffect from time to time.          “Hedge Agreement” shall mean any non-fully paid derivative, such as interest rate swaps orcollar agreements or other similar agreements or arrangements designed to hedge the position of aPerson with respect to interest rates, excluding (a) any such agreements as to which allobligations of such Person are paid or payable within twelve (12) months of the date such agreementis entered into by such Person and (b) Total Rate of Return Swaps.          “Indebtedness” shall mean, with respect to any Person at the time of any determination,without duplication, all obligations of such Person which in accordance with GAAP should beclassified upon the balance sheet of such Person as liabilities, but in any event including: (a)all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced bybonds, debentures, notes or other similar instruments, (c) all obligations of such Person uponwhich interest charges are customarily paid or accrued, (d) all written obligations of such Personto maintain working capital, equity capital or other financial statement condition of anotherPerson so as to enable such other Person to pay its Indebtedness or otherwise to protect the holderof such Indebtedness against loss in respect thereof, (e) all obligations of such Person issued orassumed as the deferred purchase price of property or services, (f) all obligations of otherssecured by any Lien on property owned or acquired by such Person, whether or not the obligationssecured thereby have been assumed, (g) all capitalized lease obligations of such Person, (h) allobligations of such Person in respect of Hedge Agreements and Total Rate of Return Swaps, (i) allobligations of such Person, actual or contingent, as an account party in respect of letters ofcredit or bankers’ acceptances, and, without duplication, all drafts drawn thereunder, and (j) allobligations of any partnership or joint venture as to which such Person is or may become personallyliable, provided, that, Indebtedness shall not include (i) any obligations incurred as aresult of fraud, misappropriation, misapplication and environmental indemnities, as are usual andcustomary in commercial loan transactions, or (ii) trade payables, deferred revenue, taxes andaccrued expenses, in each case arising in the ordinary course of business and that is due andpayable less than twelve (12) months after the date such debt was incurred.          “Indemnification Lien” shall mean a Lien granted by the Guarantor pursuant to an IndemnityAgreement entered into by the Guarantor with respect to one or more
 

 
Performance Surety Bonds; provided, that such Indemnification Lien extends only to theassigned property on which a Surety provides a Performance Surety Bond and not to other property ofthe Guarantor or any Subsidiary of the Guarantor and provided, further, that suchIndemnification Lien shall become effective only in the event that (a) the Guarantor fails to honorits obligations under the related Indemnity Agreement or Performance Surety Bond; (b) the Guarantorabandons or breaches a contract on a bonded project; (c) the Guarantor defaults under any otherindebtedness or liability owned to such Surety or (d) the Guarantor makes an assignment for thebenefit of creditors.          “Indemnity Agreement” shall mean any indemnity agreement in form and substance satisfactory tothe Agents and the Banks, by and between the Guarantor and a Surety, and as each such IndemnityAgreement may be amended, restated or otherwise modified.          “Indenture” shall mean the indenture dated as of May 19, 2003, between the Guarantor and TheBank of New York, as indenture trustee and relating to the Senior Notes.          “Measured Credit Risk” shall mean the product of (i) the notional amount of a Hedge Agreemententered into or guaranteed by the Guarantor, the Borrower, FCCC or any other Subsidiary of theBorrower (other than a SPE Subsidiary), in each case with any Person other than a Bank that has aremaining period to maturity of greater than twelve (12) months, times (ii) the number ofyears remaining to maturity of such Hedge Agreement, times (iii)1.25%.          “MTA Guaranty” shall mean that certain guaranty dated as of January 23, 2006, by the Guarantorin favor of the Metropolitan Transit Authority for the State of New York (“MTA”), pursuant to whichthe Guarantor has agreed to guarantee the obligations of Atlantic Rail Yards, LLC (“ARY”) under atemporary entry license agreement between the MTA and ARY and as such MTA Guaranty may, from timeto time, be amended, restated or otherwise modified in accordance with the terms of this Guaranty.          “Net Earnings” shall mean the Guarantor’s net earnings, as determined separately for eachfiscal year, after taxes, upon a consolidated basis (after deducting minority interests) and inaccordance with GAAP consistently applied.          “Net Losses” shall mean the Guarantor’s net losses, as determined separately for each fiscalyear, after taxes, upon a consolidated basis (after deducting minority interests) in accordancewith GAAP consistently applied.          “Net Operating Income” shall mean for any relevant period, the excess of the Borrower’srevenues over the Borrower’s operating expenses, in each case as determined in accordance with thePro Rata Consolidation Method. For purposes of this definition, Net Operating Income (i) shall notinclude any gains or losses from the sale of income producing real properties, other than gains orlosses obtained from the sale of net outlot parcels to a maximum aggregate amount of Twenty MillionDollars ($20,000,000) for the immediately preceding four consecutive quarters and (ii) shallinclude adjustments for cash flow of properties pursuant to which the Borrower is receiving apreferred return over and above its ownership percentage in such properties.
 

 
          “Non-Affiliate Construction Project” shall mean any real property and all improvements to beconstructed thereon (collectively, the “Non-Affiliate Property”) (i) with respect to which theBorrower or a Subsidiary of the Borrower, as the case may be, (a) may make a PermittedNon-Affiliate Loan, and (b) is the developer pursuant to an agreement with a Non-Affiliated Entityas owner of the Non-Affiliate Property; and (ii) with respect to which the Borrower or an Affiliateof the Borrower, as the case may be, holds an irrevocable option from either the Non-AffiliatedEntity or the parent of the Non-Affiliated Entity to acquire, respectively, either (a) theNon-Affiliate Property, or (b) all of the equity interests owned by the parent of theNon-Affiliated Entity in and to such Non-Affiliated Entity.          “Non-Affiliated Entity” shall mean any Person that is not an Affiliate of the Borrower andthat is wholly-owned by another Person.          “Obligor” shall mean any Person or entity who, or any of whose property is or shall be,obligated on the Debt or any part thereof in any manner and includes, without limiting thegenerality of the foregoing, the Borrower, the Guarantor and any co-maker, endorser, otherguarantor of payment, subordinating creditor, assignor, grantor of a security interest, pledgor,mortgagor or hypothecator of property, if any.          “Payment Default” shall mean any failure by the Borrower or the Guarantor to make payment ofprincipal of, or interest on, any Note (as defined in the Agreement) or this Guaranty, asapplicable, or any other fees or expenses provided hereunder or under the Agreement, when due andpayable, whether at maturity or by acceleration.          “Performance Surety Bonds” shall mean the bonds, undertakings and like obligations executed bya Surety for or on behalf of the Guarantor for one or more of the following purposes:          (a) to guarantee the performance by the Guarantor or a Subsidiary of the Guarantor, asapplicable, that construction of a real estate project will be completed in accordance withapplicable plans and specifications and that all costs associated with such completion will bepaid;          (b) to insure that any mechanics’ liens incurred in the normal course of constructing a realestate project are duly paid and discharged;          (c) as a condition to the issuance of a permit related to a real estate project;          (d) as a condition to the issuance of state and local licenses required for the constructionand development of a real estate project; or          (e) to support other obligations related to the construction and development of a realestate project, provided that such obligations do not constitute Indebtedness.          “Permitted Debt” shall have the meaning set forth in Section 9.10 hereof.
 

 
          “Permitted Distributions” shall have the meaning set forth in Section 9.13(e) hereof.          “Permitted Non-Affiliate Loan” shall mean a loan by the Borrower or any Subsidiary of theBorrower to a Non-Affiliated Entity for the purposes of (a) purchasing or otherwise acquiring aNon-Affiliate Property or (b) paying construction costs, in each case, in connection with aNon-Affiliate Construction Project.          “Person” shall mean an individual, a corporation, a limited liability company, a partnership,an association, a trust or any other entity or organization, including, without limitation, agovernmental or political subdivision or an agency or instrumentality thereof.          “Plan” shall mean any employee pension benefit plan subject to Title IV of the EmployeeRetirement Income Security Act of 1974, as amended, established or maintained by the Guarantor, anySubsidiary of the Guarantor, any member of the Controlled Group, or any such Plan to which theGuarantor, any Subsidiary of the Guarantor or any member of the Controlled Group is required tocontribute on behalf of its employees.          “Possible Default” shall mean any event or condition which, with notice or lapse of time orboth, would constitute an Event of Default referred to in Section 10 hereof.          “Pro Rata Consolidation Method” shall mean the pro rata method of consolidation as opposed tothe full consolidation method of accounting.          “Puttable Notes Hedge and Warrant Transactions” shall mean the purchased call option andwarrant transactions that may be entered into from time to time by the Guarantor, with respect toits common stock, in connection with the 2006 Puttable Senior Notes.          “Receivable” shall mean a claim for moneys due or to become due, whether classified as acontract right, account, chattel paper, instrument, general intangible or otherwise.          “Related Writing” shall mean any Note, assignment, mortgage, security agreement, guarantyagreement, Subordination Agreement, financial statement, audit report, officer’s certificate orother writing furnished by the Borrower, the Guarantor or any of their respective officers to theAgents or the Banks.          “Reportable Event” shall mean a reportable event as that term is defined in Title IV of theEmployee Retirement Income Security Act of 1974, as amended, with respect to a Plan as to which thethirty (30) day notice requirement has not been waived by the Pension Benefit Guaranty Corporation.          “Restatement Effective Date” shall mean the date on which all conditions precedent set forthin Article VI of the Agreement are satisfied or waived by the Administrative Agent and the RequiredBanks.
 

 
          “Restricted Company” shall mean the Guarantor or a Restricted Subsidiary.          “Restricted Subsidiary” shall mean any Subsidiary of the Guarantor other than (a) theBorrower, and (b) any Subsidiary of the Borrower.          “Senior Notes” shall mean the 2003 Senior Notes, the 2004 Senior Notes and the 2005 SeniorNotes.          “Subordination Agreement” shall mean any subordination agreement in form and substancesatisfactory to the Agents and the Banks entered into by a Surety in favor of the Agents and theBanks, and as each such Subordination Agreement may, from time to time, be amended, restated orotherwise modified.          “Subsidiary” of any Person shall mean and include (a) any corporation more than fifty percent(50%) of whose stock of any class or classes having by the terms thereof ordinary voting power toelect a majority of the directors of such corporation is at the time owned by such Person directlyor indirectly through Subsidiaries, (b) any partnership, limited liability company, association(including business trusts) or other entity in which such Person directly or indirectly throughSubsidiaries, has more than a fifty percent (50%) voting or equity interest at the time, and (c)any corporation, limited liability company, partnership, association or other entity the accountsof which are consolidated with those of its parent in the parent’s consolidated financialstatements.          “Surety” means any surety or insurance company reasonably acceptable to the Agents.          “Surety Bonds” means the bonds, undertakings and other like obligations executed by a Suretyfor the Guarantor subject to an Indemnity Agreement and a Subordination Agreement in a maximumaggregate principal amount of $30,000,000 for all Sureties (excluding Performance Surety Bonds).          “Test Period” shall mean each period of four consecutive fiscal quarters of the Guarantor orthe Borrower, as applicable, in each case taken as one accounting period, ended after the,Restatement Effective Date.          “Total Rate of Return Swap” shall mean a bilateral financial contract between a total rate ofreturn payer (the legal owner of the reference asset) and a total rate of return receiver where thetotal rate of return payer pays the total return of a reference asset and receives a specifiedfixed or floating cash flow from the total rate of return receiver.          “2003 Senior Notes” shall mean the senior notes of the Guarantor issued on May 19, 2003,pursuant to the Indenture, in an original aggregate principal amount of $300,000,000.          “2004 Senior Notes” shall mean the senior notes of the Guarantor issued on February 10, 2004,pursuant to the Indenture, in an original aggregate principal amount of up to $100,000,000.
 

 
          “2005 Senior Notes” shall mean the senior notes of the Guarantor issued on or about January25, 2005, pursuant to the Indenture, in an original aggregate principal amount of up to$150,000,000.          “2006 Indenture” shall mean the indenture dated as of October 10, 2006, between the Guarantorand The Bank of New York Trust Company, N.A., as indenture trustee, relating to the 2006 PuttableSenior Notes.          “2006 Puttable Senior Notes” shall mean the puttable equity-linked senior notes of theGuarantor issued on or about October 10, 2006, pursuant to the 2006 Indenture, in an originalaggregate principal amount of up to $287,500,000.          All capitalized terms used herein but not herein defined that are defined in the Agreementshall have the respective meanings ascribed to them in the Agreement.          All financial covenants contained in this Guaranty shall be measured on each Fiscal QuarterlyDate.Accounting Principles          Any accounting term not specifically defined in this Section 1 or elsewhere in this Guaranty,shall have the meaning ascribed thereto by GAAP not inconsistent with the Guarantor’s presentaccounting procedures, provided, that, if the Guarantor notifies the Administrative Agentthat the Guarantor requests an amendment to any provision hereof to eliminate the effect of anychange occurring after the Restatement Effective Date in GAAP or in the application thereof on theoperation of such provision (or if the Administrative Agent notifies the Guarantor that theRequired Lenders request an amendment to any provision hereof for such purpose), regardless ofwhether any such notice is given before or after such change in GAAP or in the application thereof,then such provision shall be interpreted on the basis of GAAP as in effect and applied immediatelybefore such change shall have become effective until such notice shall have been withdrawn or suchprovision amended in accordance herewith.          Notwithstanding the foregoing, the financial statements furnished to the Banks pursuant heretoshall be made and prepared in accordance with GAAP consistently applied throughout the periodsinvolved (except as set forth in the notes thereto or as otherwise disclosed in writing by theGuarantor to the Banks), provided, that (a) all computations determining compliance withSections 9.8 and 9.14, including definitions used therein, shall utilize accounting principlesbased on the Pro Rata Consolidation Method, (b) all computations determining compliance withSections 9.8, 9.14 and 9.15, including definitions used therein, shall exclude interest incomereceived by the Borrower or any of its Subsidiaries with respect to loans made by the Borrower orsuch Subsidiary pursuant to Sections 8.06(b) and (d) of the Agreement, unless such loans are fundedwith the proceeds from Revolving Loans or the Senior Notes and (c) such financial statements mustalso include a report (in the footnotes thereto or otherwise) of the financial results of theGuarantor using accounting principles based on the Pro Rata Consolidation Method.          2. ACKNOWLEDGMENTS, CONSIDERATION. The Guarantor desires that the Agents and the Banks grantthe Borrower and continue the loan(s), credit and
 

 
financial accommodations provided for under the Agreement. The Agreement provides, on andsubject to certain conditions therein set forth, for Revolving Loans by the Banks to the Borrowerup to an aggregate maximum principal amount of Seven Hundred Fifty Million Dollars ($750,000,000).There exists and will hereafter exist economic and business relationships between the Guarantor andthe Borrower which will be of benefit to the Guarantor. The Guarantor finds it to be in the directbusiness and economic interest of the Guarantor that the Borrower obtain the loans, credit andfinancial accommodations from the Agents and the Banks provided for in the Agreement. TheGuarantor understands that the Agents and the Banks are willing to grant and continue the loans,credit and financial accommodations to the Borrower provided for in the Agreement only upon certainterms and conditions, one of which is that the Guarantor unconditionally guarantee the payment ofthe Debt and this instrument is being executed and delivered by the Guarantor to satisfy thatcondition and in consideration of the Agents and the Banks entering into the Agreement.          3. GUARANTY. The Guarantor hereby absolutely, irrevocably and unconditionally guarantees (a)the punctual and full payment of all and every portion of the Debt when due, by acceleration orotherwise, whether now owing or hereafter arising, (b) the prompt observance and performance by theBorrower of each and all of the Borrower’s covenants, undertakings, obligations and agreements setforth in the Agreement, the Notes and/or any other Related Writing evidencing or pertainingthereto, and (c) the prompt payment of all expenses and costs, including reasonable attorneys’fees, incurred by or for the account of the Agents and/or the Banks in connection with any actionto enforce payment or collection of the Debt from the Borrower and/or the Guarantor or to prepareany amendments, restatements or modifications of the Agreement, the Notes and/or this Guaranty. Ifthe Debt or any part thereof shall not be paid in full punctually when due and payable, the Agentsand/or the Banks in each case shall have the right to proceed directly against the Guarantor underthis Guaranty regardless of whether or not the Agents and/or the Banks shall have theretoforeproceeded or shall then be proceeding against the Borrower or any other Obligor or Collateral, ifany, or any of the foregoing, it being understood that the Agents and/or the Banks in their solediscretion may proceed or not proceed against the Borrower, the Obligors and/or any Collateral andmay exercise or not exercise each right, power or privilege that the Agents and/or the Banks may atany time have, either simultaneously or separately and, in any event, at such time or times and asoften and in such order as the Agents and/or the Banks in their sole discretion, may from time totime deem expedient, all without affecting the obligations of the Guarantor hereunder or the rightof the Agents and/or the Banks to demand and/or enforce performance by the Guarantor of theGuarantor’s obligations hereunder.          4. REINSTATEMENT. This Guaranty shall continue to be effective or be reinstated, as the casemay be, if any amount paid by or on behalf of the Borrower to the Agents or the Banks on or inrespect of the Debt is rescinded, restored or returned in connection with the insolvency,bankruptcy, dissolution, liquidation or reorganization of the Borrower or any other Obligor, or asa result of the appointment of a receiver, intervenor or conservator of, or trustee or similarofficer for, the Borrower or any other Obligor or any part of the property of the Borrower or anyother Obligor, or otherwise, all as though such payment had not been made.          5. WAIVERS. The Guarantor waives any and all contractual, legal and/or equitable rights ofsubrogation, contribution, exoneration, indemnity and/or
 

 
reimbursement from or against the Borrower or any Obligor with respect to the Debt and/or anypayments made by the Guarantor on account of this Guaranty.          6. ADDITIONAL AGREEMENTS. Regardless of the duration of time, regardless of whether theBorrower may from time to time cease to be indebted to the Banks and irrespective of any act,omission or course of dealing whatever on the part of the Agents and/or the Banks, the Guarantor’sliabilities and other obligations under this Guaranty shall remain in full force and effect untilthe full and final payment of all of the Debt. Without limiting the generality of the foregoing:          6.1. The obligations of the Guarantor hereunder shall not be released, discharged or in anyway affected, nor shall the Guarantor have any rights or recourse against the Agents or the Banksby reason of (a) any action the Agents or the Banks may take or omit to take, or (b) any defenseraised or asserted by the Borrower against enforcement of the Agreement or the Notes or anychallenge to the sufficiency or enforceability of the Agreement, any of the Notes or this Guaranty,or (c) any act or thing that might otherwise operate as a legal or equitable discharge of a surety,as to which the Guarantor hereby expressly waives any and all defenses available to a surety exceptirrevocable payment in full of the Debt.          6.2. The obligations of the Guarantor under this Guaranty shall be satisfied strictly inaccordance with the terms of this Guaranty, under all circumstances whatsoever, including, withoutlimitation, the existence of any claim, setoff, defense or right which the Guarantor or theBorrower may have at any time against the Agents or the Banks or any other Person or entity,whether in connection with this Guaranty, the Agreement, the Notes or the transactions contemplatedhereby or any unrelated transaction.          6.3. The Banks shall at no time be under any duty to the Guarantor to grant any loans, creditor financial accommodation to the Borrower, irrespective of any duty or commitment of the Banks tothe Borrower, or to follow or direct the application of the proceeds of any such loans, credit orfinancial accommodation.          6.4. The Guarantor waives (a) notice of the granting of any loan to the Borrower or theincurring of any other Indebtedness, including, but not limited to the creation of the Debt by theBorrower or the terms and conditions thereof, (b) presentment, notice of nonpayment, demand forpayment, protest, notice of protest and notice of dishonor of the Notes or any other Indebtednessincurred by the Borrower to the Banks, (c) notice of any indulgence granted to any Obligor, (d)notice of the Banks’ acceptance of this Guaranty, and (e) any other notice to which the Guarantormight, but for the within waiver, be entitled.          6.5. The Agents and/or the Banks in their sole discretion may, without prejudice to theirrights under this Guaranty, at any time or times (a) grant the Borrower whatever loans, credit orfinancial accommodations that the Banks, or any thereof, may from time to time deem advisable, evenif the Borrower might be in default and even if those loans, credit or financial accommodationsmight not constitute Debt the payment of which is guaranteed hereunder, (b) assent to any renewal,extension, consolidation or refinancing of the Debt or any part thereof, (c) forbear from demandingsecurity, if the Agents and/or the Banks shall have the right to do so, (d) release any Obligor orCollateral or assent to any exchange of
 

 
Collateral, if any, irrespective of the consideration, if any, received therefor, (e) grantany waiver or consent or forbear from exercising any right, power or privilege that the Agentsand/or the Banks may have or acquire, (f) assent to any amendment, deletion, addition, supplementor other modification in, to or of any writing evidencing or securing any Debt or pursuant to whichany Debt is created, (g) grant any other indulgence to any Obligor, (h) accept any Collateral foror other Obligors upon the Debt or any part thereof, or (i) fail, neglect or omit in any way torealize upon any Collateral or to protect the Debt or any part thereof or any Collateral therefor.          6.6. The Guarantor’s liabilities and other obligations under this Guaranty shall survive anymerger, consolidation or dissolution of the Guarantor.          6.7. The Guarantor’s liabilities and other obligations under this Guaranty shall be absoluteand unconditional irrespective of any lack of validity or enforceability of any agreement,instrument or document evidencing the Debt or related thereto, or any other defense available tothe Guarantor in respect of this Guaranty.          7. REPRESENTATIONS AND WARRANTIES. The Guarantor represents and warrants that (a) it is aduly organized and validly existing corporation under the laws of the State of Ohio, (b) theexecution, delivery and performance of this Guaranty have been duly authorized by all necessarycorporate action, (c) there is no prohibition in either its Articles of Incorporation, Code ofRegulations or in any agreement, instrument, judgment, decree or order to which it is a party thatin any way restricts or prohibits the execution, delivery and performance of this Guaranty in anyrespect, (d) this Guaranty has been duly executed and delivered by the Guarantor and is a valid andbinding obligation of the Guarantor enforceable against the Guarantor in accordance with its terms,and (e) as of January 31, 2007, there are 56,000,000 shares authorized of Class B Common Stock ofthe Guarantor of which 25,254,210 shares are issued and outstanding.          The Guarantor further represents and warrants that this Guaranty is made in furtherance of thepurposes for which the Guarantor was incorporated and is necessary to promote and further thebusiness of the Guarantor and that the assumption by the Guarantor of its obligations hereunderwill result in direct financial benefits to the Guarantor.          This Guaranty is not made in connection with any consumer loan or consumer transaction.          The Guarantor further represents and warrants that (a) the Guarantor has receivedconsideration which is the reasonably equivalent value of the obligations and liabilities that theGuarantor has incurred to the Agents and/or the Banks, (b) the Guarantor is not insolvent asdefined in any applicable state or federal statute, nor will the Guarantor be rendered insolvent bythe execution and delivery of this Guaranty to the Agents and the Banks, (c) the Guarantor is notengaged or about to engage in any business or transaction for which the assets retained by theGuarantor shall be an unreasonably small capital, taking into consideration the obligations to theAgents and the Banks incurred hereunder, and (d) the Guarantor does not intend to, nor does theGuarantor believe, that the Guarantor will incur debts beyond the Guarantor’s ability to pay asthey become due.
 

 
          The Guarantor further represents and warrants that the Guarantor has no Indebtednessoutstanding from any Subsidiary of the Guarantor to the Guarantor.          Neither the Guarantor nor any of its Subsidiaries is subject to or in violation of any law,regulation, or list of any government agency (including, without limitation, the U.S. Office ofForeign Asset Control list, Executive Order No. 13224 or the USA Patriot Act) that prohibits orlimits the conduct of business with or the receiving of funds, goods or services to or for thebenefit of any Persons specified therein or that prohibits or limits any Bank or the Agents frommaking any advances or extensions of credit to the Guarantor or from otherwise conducting businesswith the Guarantor.          8. NOTICES. The Agents and/or the Banks shall be deemed to have knowledge or to have receivednotice of any event, condition or thing only if the Agents and/or the Banks shall have receivedwritten notice thereof as provided in the Agreement. A written notice shall be deemed to have beenduly given to the Guarantor whenever a writing to that effect shall have been sent by registered orcertified mail to the Guarantor at the address set forth opposite the Guarantor’s signature below(or to such other address of the Guarantor as the Guarantor may hereafter furnish to the Banks inwriting for such purpose), but no other method of giving notice to or making a request of theGuarantor is hereby precluded.          9. COVENANTS. The Guarantor hereby agrees to perform and observe and to cause each of itsSubsidiaries to perform and observe, all of the following covenants and agreements:          9.1. INSURANCE. Each Company will:          (a) insure itself and all of its insurable properties to such extent, by suchinsurers and against such hazards and liabilities as is generally done by businessessimilarly situated, it being understood that the Guarantor has obtained a fidelity bondfor such of its employees as handle funds belonging to the Borrower or the Guarantor,          (b) give the Administrative Agent prompt written notice of any material reductionor adverse change in that Company’s insurance coverage, and          (c) forthwith upon any Bank’s or the Administrative Agent’s written request,furnish to each Bank and the Administrative Agent such information in writing aboutthat Company’s insurance as any Bank or the Administrative Agent, as applicable, mayfrom time to time reasonably request.          9.2. MONEY OBLIGATIONS. Each Company will pay in full:          (a) prior in each case to the date when penalties would attach, all taxes,assessments and governmental charges and levies (except only those so long as and, tothe extent that, the same shall be contested in good faith by appropriate and timelyproceedings diligently pursued and taxes and assessments on inconsequential parcels ofvacant land, the nonpayment of which does not materially
 

 
adversely affect the financial condition of the Guarantor) for which it may be orbecome liable or to which any or all of its properties may be or become subject,          (b) all of its wage obligations to its employees in compliance with the Fair LaborStandards Act (29 U.S.C. Section 206-207) or any comparable provisions, and          (c) all of its other obligations calling for the payment of money (except onlythose so long as and to the extent that the same shall be contested in good faith byappropriate and timely proceedings diligently pursued) before such payment becomesoverdue; provided that, notwithstanding the foregoing, the Guarantor shall notmake any payment on account of any of the Senior Notes or the 2006 Puttable SeniorNotes in the event of and during the continuance of any Payment Default under theAgreement or this Guaranty.          9.3. RECORDS. Each Company will:          (a) at all times maintain true and complete records and books of account and,without limiting the generality of the foregoing, maintain appropriate reserves forpossible losses and liabilities, all in accordance with generally accepted accountingprinciples applied on a basis not inconsistent with its present accounting procedures,and          (b) at all reasonable times permit each Bank to examine that Company’s books andrecords and to make excerpts therefrom and transcripts thereof.          9.4. FRANCHISES. Each Company will preserve and maintain at all times its corporateexistence, rights and franchises; provided, that this Section shall not apply to (a) anymerger of a Subsidiary of the Guarantor into the Guarantor or into another Subsidiary of theGuarantor, (b) any consolidation of a Subsidiary with another Subsidiary, or (c) any dissolution ofany Subsidiary of the Guarantor, except in each case where the Subsidiary is the Borrower.          9.5. NOTICE. The Guarantor will cause its Chief Financial Officer, or in his or her absenceanother officer designated by the Chief Financial Officer, to promptly notify the Banks whenever(a) any Event of Default or Possible Default may occur hereunder (including, without limitation,any default under any of the Senior Notes, the Indenture, the 2006 Puttable Senior Notes, the 2006Indenture or any other document relating thereto (after giving effect to any applicable graceperiod)) or any representation or warranty made herein may for any reason cease in any materialrespect to be true and complete, and/or (b) any Restricted Subsidiary shall (i) be in default ofany material (either with respect to the Borrower or the Guarantor) obligation for payment ofborrowed money, or, to the knowledge of the Guarantor, any material obligations in respect ofguarantees, taxes and/or Indebtedness for goods or services purchased by, or other contractualobligations of, such Subsidiary, and/or (ii) not, to the knowledge of the Guarantor, be incompliance with any law, order, rule, judgment, ordinance, regulation, license, franchise, lease orother agreement that has or could reasonably be expected
 

 
to have a material adverse effect on the business, operations, property or financial conditionof such Subsidiary, and/or (c) the Guarantor and/or any Restricted Subsidiary shall have receivednotice, or have knowledge, of any actual, pending or threatened claim, notice, litigation,citation, proceeding or demand relating to any matter(s) described in subclauses (b)(i) and (b)(ii)of this Section 9.5. Further, the Guarantor shall notify the Banks not less than thirty (30) daysin advance of entering into any proposed amendment or modification of any of the Senior Notes orthe Indenture or the 2006 Puttable Senior Notes or the 2006 Indenture, whether or not the Guarantorbelieves that the consent of the Required Banks is needed therefor pursuant to Section 9.10(i)(iii) or 9.10(h)(iii), as applicable, of this Guaranty.          9.6. ERISA COMPLIANCE. No Company will incur any material accumulated funding deficiencywithin the meaning of the Employee Retirement Income Security Act of 1974, as amended from time totime, and the regulations thereunder or any material liability to the Pension Benefit GuarantyCorporation, established thereunder in connection with any Plan. Each Company will furnish (i) assoon as possible and in any event within thirty (30) days after such Company knows or has reason toknow that any Reportable Event with respect to any Plan has occurred, a statement of the ChiefFinancial Officer of such Company setting forth details as to such Reportable Event and the actionwhich such Company proposes to take with respect thereto, together with a copy of the notice ofsuch Reportable Event given to the Pension Benefit Guaranty Corporation if a copy of such notice isavailable to such Company, (ii) promptly after the filing thereof with the United States Secretaryof Labor or the Pension Benefit Guaranty Corporation, copies of each annual report with respect toeach Plan established or maintained by such Company for each plan year, including (x) whererequired by law, a statement of assets and liabilities of such Plan as of the end of such plan yearand statements of changes in fund balance and in financial position, or a statement of changes innet assets available for plan benefits, for such plan year, certified by an independent publicaccountant satisfactory to the Banks, and (y) an actuarial statement of such Plan applicable tosuch plan year, certified by an enrolled actuary of recognized standing acceptable to the Banks,and (iii) promptly after receipt thereof a copy of any notice such Company, any Subsidiary or anymember of the Controlled Group may receive from the Pension Benefit Guaranty Corporation or theInternal Revenue Service with respect to any Plan administered by such Company; provided,that this latter clause shall not apply to notices of general application promulgated by thePension Benefit Guaranty Corporation or the Internal Revenue Service. As used in this Section 9.6,“material” means the measure of a matter of significance which shall be determined as being anamount equal to five percent (5%) of each Company’s ERISA Net Worth.          9.7. FINANCIAL STATEMENTS. The Guarantor will furnish to each Bank:          (a) within forty-five (45) days (or fifty (50) days so long as the Guarantor willnot be reporting an Event of Default on such Form 10-Q report) after the end of eachquarter-annual period of each fiscal year of the Guarantor, a copy of the Guarantor’sForm 10-Q quarterly report as filed by the Guarantor with the Securities and ExchangeCommission,          (b) within forty-five (45) days (or fifty (50) days so long as the Guarantor shallnot have reported an Event of Default to the Securities and
 

 
Exchange Commission during such fiscal period nor on its most recent filing withthe Securities and Exchange Commission) after the end of each of the first three (3)quarter-annual fiscal periods of each fiscal year of the Guarantor, an unauditedconsolidated and consolidating balance sheet of the Guarantor as at the end of thatperiod and an unaudited consolidated and consolidating statement of income of theGuarantor for the Guarantor’s current fiscal year to date, all prepared in form anddetail in accordance with GAAP, consistently applied, or the Pro Rata ConsolidationMethod, as applicable, and certified by a Senior Officer of the Guarantor, subject tochanges resulting from quarter-end adjustments, together with a certificate of a SeniorOfficer of the Guarantor (i) specifying the nature and period of existence of eachEvent of Default and/or Possible Default, if any, and the action taken, being taken orproposed to be taken by the Guarantor in respect thereof or if none, so stating, and(ii) certifying that the representations and warranties of the Guarantor set forthherein are true and correct as of the date of such certificate, or, if not, allrespects in which they are not, and (iii) a covenant compliance worksheet in the formand substance of Schedule 9.7(b) hereof completed as of the end of such fiscalquarterly period,          (c) within ninety (90) days (or ninety-five (95) days so long as the Guarantorshall not have reported an Event of Default to the Securities and Exchange Commissionduring such fiscal period nor on its most recent filing with the Securities andExchange Commission) after the end of each fiscal year of the Guarantor, an annualreport on Form 10-K as filed by the Guarantor with the Securities and ExchangeCommission, including the complete audited consolidated balance sheets and statementsof income of the Guarantor for that year certified by an independent public accountantsatisfactory to the Banks, and an unaudited consolidating balance sheet and statementof income of the Parent for the current fiscal year, each in form and detailsatisfactory to the Banks, and prepared in accordance with GAAP, consistently applied,or the Pro Rata Consolidation Method, as applicable, together with (i) a report of theindependent certified public accountant with an opinion that is not qualified as to thescope of the audit or as to the status of the Guarantor or the Borrower as a goingconcern, (ii) a certificate of the Senior Officer of the Guarantor (X) specifying thenature and period of existence of each Event of Default and/or Possible Default, ifany, and the action taken, being taken or proposed to be taken by the Guarantor inrespect thereof or if none, so stating, and (Y) certifying that the representations andwarranties of the Guarantor set forth herein are true and correct as of the date ofsuch certificate, or, if not, all respects in which they are not, and (iii) a fullycompleted covenant compliance worksheet in the form and substance of Schedule 9.7(b)hereof relating to such fiscal year,          (d) concurrently with furnishing any quarterly financial statement or audit reportpursuant to this Section 9.7, a certificate by Charles A. Ratner, Albert Ratner, SamuelH. Miller or Thomas G. Smith stating whether any Company has made any guaranty orincurred any Indebtedness referred to in Section 9.10(d) or Section 9.12(g) hereof and,if so, the details thereof,
 

 
          (e) as soon as available, copies of all notices, reports, proxy statements andother similar documents sent by the Guarantor to its shareholders, to the holders ofany of its debentures or bonds or the trustee of any indenture securing the same orpursuant to which they have been issued, to any securities exchange or to theSecurities Exchange Commission or any similar federal agency having regulatoryjurisdiction over the issuance of the Guarantor’s securities,          (f) within forty-five (45) days (or fifty (50) days so long as the Guarantor shallnot have reported an Event of Default under the Guaranty to the Securities and ExchangeCommission during such fiscal period nor on its most recent filing with the Securitiesand Exchange Commission) after the end of each fiscal quarter of the Guarantor (i) aschedule setting forth the aggregate Measured Credit Risk as of the last day of suchfiscal quarter, along with the remaining available Measured Credit Risk permitted bySection 9.10(k) and (ii) a statement of the aggregate notional amount of all HedgeAgreements on which the Guarantor, the Borrower, FCCC and/or any other Subsidiary ofthe Borrower (other than a SPE Subsidiary) are obligated as of the last day of suchfiscal quarter and the aggregate amount of the cash risk to the Guarantor, theBorrower, FCCC and such other Subsidiaries in respect of such Hedge Agreements as ofthe last day of such fiscal quarter,          (g) concurrently with furnishing any covenant compliance worksheet under Section9.7(b) or (c) above, such schedules, details and explanations supporting thecalculations contained in such covenant compliance worksheet as may be reasonablyrequired by the Banks,          (h) within forty-five (45) days (or fifty (50) days so long as the Guarantor shallnot have reported an Event of Default under the Guaranty to the Securities and ExchangeCommission during such fiscal period nor on its most recent filing with the Securitiesand Exchange Commission) after the end of each fiscal quarter of the Guarantor, aschedule setting forth the face amount and date of each outstanding Performance SuretyBond issued at the request of the Guarantor pursuant to an Indemnity Agreement alongwith all other Surety Bonds then outstanding,          (i) within one hundred twenty (120) days after the end of each fiscal year of theGuarantor, a calculation of the consolidated leverage of the Guarantor as of the lastday of such fiscal year, with such details and explanations as may be reasonablyrequired by the Banks, and          (j) forthwith upon any Bank’s written request, such other information of anyCompany’s financial condition and business, including, but not limited to anymanagement letters of accountants addressed to the Guarantor or the Borrower.
 

 
     9.8. EBDT. The Guarantor will not suffer or permit its EBDT, as of any Fiscal Quarterly Datefalling within the periods set forth below, for the Test Period ending on such Fiscal QuarterlyDate, to be less than the amount set forth below for the respective periods set forth below:     Period EBDTFebruary 1, 2007 through January 31, 2008 $230,000,000 February 1, 2008 through January 31, 2009 $240,000,000 February 1, 2009 and thereafter $250,000,000           9.9. COMBINATIONS, BULK TRANSFERS. (a) No Restricted Company will be a party to anyconsolidation or merger or lease, sell or otherwise transfer all or any substantial part of itsassets or sell, pledge, hypothecate or transfer its stock or other ownership interests in anySubsidiary of the Guarantor; provided, that this Section 9.9 shall not apply to anytransfer (as opposed to a pledge) effected in the normal course of business on commerciallyreasonable terms and provided, further, that a Restricted Company shall only bepermitted to pledge its stock or other ownership interests in any of its Subsidiaries that is asingle asset or special purpose entity (each, a “Pledged Subsidiary”) and such pledge may onlysecure the following:     (i) additional or mezzanine Indebtedness incurred with respect to aproject encumbered by a first mortgage at the time such additional ormezzanine Indebtedness is incurred, so long as such additional or mezzanineIndebtedness is permitted under Section 9.10 of this Guarantyprovided, that the sum of the then existing Indebtedness withrespect to such project plus such additional or mezzanineIndebtedness does not exceed eighty percent (80%) of the appraised value ofthe project at the time such additional or mezzanine Indebtedness isincurred; or     (ii) primary Indebtedness (or the re-financing thereof) incurred solelyfor the purpose of acquiring real property or for construction orredevelopment purposes, so long as such primary Indebtedness is permittedunder Section 9.10 of this Guaranty; provided, that such primaryIndebtedness (or the re-financing thereof) does not exceed one hundredpercent (100%) of the appraised value of the acquired property at the timeof such financing or re-financing, as applicable.          (b) In addition to the foregoing, except to the extent permitted by Section9.19(b)(i), (i) such pledges of stock or other ownership interests in a PledgedSubsidiary may only be made to secure Indebtedness incurred with respect to a projectowned or to be acquired by such Pledged Subsidiary and not to secure Indebtednessincurred with respect to a project owned or to be acquired by any other Subsidiary,(ii) such pledges of stock or other ownership interests in a Pledged Subsidiary givento secure Indebtedness described in Section 9.9(a)(i) above may only secure theadditional or mezzanine Indebtedness being incurred with respect to
 

 
such project and not all of the Indebtedness on such project and (iii) suchpledges of stock or other ownership interests in a Pledged Subsidiary given to secureIndebtedness described in Section 9.9(a)(ii) above may only secure the primaryIndebtedness being incurred with respect to the acquisition of real property or suchconstruction or redevelopment purposes.          (c) The Guarantor will deliver to the Agents and the Banks an updated schedule, inthe form of Schedule 9.9 attached hereto, listing all of the properties as to which apledge of stock or other ownership interests has been provided to a lender inaccordance with Section 9.9(b), within forty-five (45) days after each Fiscal QuarterlyDate.          9.10. BORROWINGS. No Restricted Company will create, assume or suffer to exist anyIndebtedness of any kind including, but not limited to, leases required to be capitalized underFinancial Accounting Standards Board Standard No. 13 or any reimbursement obligations or otherliabilities with respect to letters of credit issued for any Restricted Company’s account;provided, that this Section 9.10 shall not apply to any of the following (collectively,“Permitted Debt”):          (a) [Reserved],          (b) any loan obtained from the Guarantor or any Restricted Subsidiary by anyRestricted Subsidiary, other than Portland Lumber Trading, Inc. (fka Forest CityTrading Group, Inc.), provided, that (i) such loans shall be made only in theordinary course of business and (ii) Guarantor shall not cause or permit any RestrictedSubsidiary to take any action to enforce any payment of any loan made by the RestrictedSubsidiary to another Restricted Subsidiary without the prior written consent of theBanks,          (c) any real estate loan heretofore or hereafter obtained or guaranteed by theGuarantor for the purpose of financing any building or purchasing equipment, furnitureor fixtures related thereto to be used only for the business of the Guarantor and itsSubsidiaries, provided, that no such loan shall exceed eighty percent (80%) ofthe lender’s appraisal of the real estate being financed,          (d) any loan or letter of credit that is obtained or guaranteed by the Guarantor;provided, that the Guarantor’s aggregate personal liability in respect of allsuch loans (other than any loan obtained by the Guarantor and permitted by any otherclause of this Section 9.10) and letters of credit and in respect of all guaranteedloans referred to in clause (f) of Section 9.12 hereof, does not then exceed and afterincurring such loan or letter of credit or the guarantee thereof in question would notexceed, Ten Million Dollars ($10,000,000),          (e) leases required to be capitalized under Financial Accounting Standards BoardStandard No. 13 in the aggregate amount for all Restricted Subsidiaries of ThreeMillion Dollars ($3,000,000),
 

 
          (f) any secured Indebtedness of a Restricted Company created in the course ofpurchasing or developing real estate or financing construction (or any refinancingsthereof) or other improvements thereon or purchasing furniture, fixtures or otherequipment therefor or any other Indebtedness of any Restricted Company or anyrefinancings thereof; provided, that no Restricted Company (other than aRestricted Company whose sole assets consist of contiguous parcels of land which arebeing purchased or developed with such financing, the improvements, if any, thereon,furniture, fixtures and other equipment used in connection therewith, receivablesarising from tenants in connection therewith and the proceeds of such receivables andother property directly obtained from the ownership of such assets) shall have anypersonal liability for such Indebtedness, the creditors’ recourse being solely to theproperty being pledged as collateral for such Indebtedness and the income therefrom,          (g) any Indebtedness or other obligations under any Performance Surety Bond or therelated Indemnity Agreement; provided, that the terms and conditions of eachsuch Indemnity Agreement shall be substantially the same as the terms and conditions ofthe form of Agreement of Indemnity dated August 23, 2005, between the Guarantor andZurich American Insurance Company, that was previously delivered to the Agents,          (h) any Indebtedness or obligations of the Guarantor under the 2006 PuttableSenior Notes and/or the Puttable Notes Hedge and Warrant Transactions;provided, that:     (i) none of the 2006 Puttable Senior Notes nor the 2006 Indenture northe documents evidencing the Puttable Notes Hedge and Warrant Transactionsmay provide that an Event of Default under the Agreement or this Guarantyconstitutes a default under any of the 2006 Senior Puttable Notes or the2006 Indenture or any Puttable Notes Hedge and Warrant Transaction, exceptin the case of an Event of Default that constitutes the failure to pay theprincipal of any Debt when due and payable after the expiration of anyapplicable grace period with respect thereto that results in the Debtbecoming or being declared due and payable prior to the date on which itwould otherwise have become due and payable or constitutes the failure topay any portion of the principal of the Debt when due and payable atmaturity or by acceleration;     (ii) the Indebtedness represented by the 2006 Senior Puttable Notes andthe Puttable Notes Hedge and Warrant Transactions shall be unsecured, paripassu with the Guarantor’s obligations under this Guaranty and structurallysubordinate to the Borrower’s Debt to the Banks under the Agreement;     (iii) none of the 2006 Puttable Senior Notes nor the 2006 Indentureshall be amended or modified without the prior written consent of theRequired Banks, including, without limitation, (A) to allow the maturity of
 

 
any of the 2006 Puttable Senior Notes to be less than five (5) yearsfrom the date of issue, (B) to provide for payment of interest under any ofthe 2006 Puttable Senior Notes more frequently than quarterly, (C) toprovide additional circumstances pursuant to which holders of the 2006Puttable Senior Notes may put their Notes to the Guarantor or to increasethe put rate available to such holders, other than as provided in the 2006Indenture, or (D) to permit the Guarantor to redeem the 2006 Puttable SeniorNotes prior to their maturity, other than amendments or modifications thatdo not adversely affect the Agreement or this Guaranty or their relationshipto any of the 2006 Puttable Senior Notes or the 2006 Indenture;     (iv) the outstanding and unredeemed principal amount of the 2006Puttable Senior Notes shall not, at any time, exceed Two Hundred EightySeven Million Five Hundred Thousand Dollars ($287,500,000) in the aggregate;and     (v) the terms and conditions of the 2006 Puttable Senior Notes, the2006 Indenture and the Puttable Notes Hedge and Warrant Transactions shallbe satisfactory, in form and substance, to the Agents and the Banks,          (i) any Indebtedness or obligations of the Guarantor under the Senior Notes;provided, that:     (i) none of the Senior Notes nor the Indenture may provide that anEvent of Default under the Agreement or this Guaranty constitutes a defaultunder any of the Senior Notes or the Indenture, except in the case of anEvent of Default that constitutes the failure to pay the principal of anyDebt when due and payable after the expiration of any applicable graceperiod with respect thereto and shall have resulted in the acceleration ofsuch Debt or constitutes the failure to pay any portion of the principal ofthe Debt when due and payable after acceleration or maturity;     (ii) the Indebtedness represented by the Senior Notes shall beunsecured, pari passu with the Guarantor’s obligations under this Guarantyand structurally subordinate to the Borrower’s Debt to the Banks under theAgreement;     (iii) none of the Senior Notes nor the Indenture shall be amended ormodified without the prior written consent of the Required Banks, including,without limitation, (A) to allow the maturity of any of the Senior Notes tobe less than ten (10) years from the respective date of issue, (B) toprovide for payment of interest under any of the Senior Notes morefrequently than quarterly, or (C) to modify the redemption provisionscontained therein, including adding additional redemption provisions, otherthan amendments or modifications that do not adversely
 

 
affect the Agreement or this Guaranty or their relationship to any ofthe Senior Notes or the Indenture,     (iv) the outstanding and unredeemed principal amount of the SeniorNotes shall not, at any time, exceed Five Hundred Fifty Million Dollars($550,000,000), in the aggregate; and     (v) the terms and conditions of the 2003 Senior Notes, the 2004 SeniorNotes and the 2005 Senior Notes and the Indenture shall be satisfactory, inform and substance, to the Agents and the Banks,          (j) any Indebtedness or obligations of the Guarantor under the Surety Bonds or therelated Indemnity Agreements to a maximum aggregate principal amount of $30,000,000.00minus the aggregate stated amount of all letters of credit then outstanding forthe account of the Borrower under the Agreement in excess of $10,000,000;provided, such Indebtedness is fully subordinated to the obligations of theGuarantor under this Guaranty as set forth in the related Subordination Agreement,          (k) any Indebtedness of the Guarantor under any Hedge Agreement relating toIndebtedness otherwise permitted under this Guaranty or the Credit Agreement,provided, that, any Hedge Agreement proposed to be entered into or guaranteedby the Guarantor, along with all Hedge Agreements entered into or guaranteed by theBorrower, FCCC or any other Subsidiary of the Borrower (other than a SPE Subsidiary),in each case with a Person that is not a Bank that results in an aggregate MeasuredCredit Risk for all Hedge Agreements entered into with Persons other than a Bank, inexcess of $33,500,000, shall require the prior written consent of the Required Banks(such written consent to be delivered by each consenting Bank to the AdministrativeAgent not more than three (3) Business Days after the request for such consent has beendelivered by the Guarantor to the Administrative Agent, provided, that, eachBank that does not deliver such written consent within such three (3) Business Dayperiod shall be deemed to have denied the request for such Hedge Agreement),          (l) any Indebtedness of the Guarantor with respect to deferred taxes that are dueand payable in excess of twelve (12) months from the date of the incurrence of such taxliability,          (m) any guarantee or indemnity permitted by Section 9.12 hereof to the extent suchguarantee or indemnity constitutes Indebtedness, or          (n) any Indebtedness of the Guarantor permitted by Section 9.13(d) hereof thatreplaces the Indebtedness evidenced by the Senior Notes.
 

 
          9.11. LIENS. No Restricted Company will:          (a) sell or otherwise transfer any Receivables, including, but not limited to, anymortgages held by the Guarantor or any of its Subsidiaries, other than in the ordinarycourse of business,          (b) acquire any property subject to any land contract, conditional sale contractor other title retention contract, or          (c) suffer or permit any property now owned or hereafter acquired by it to be orbecome encumbered by any mortgage, security interest, financing statement, encumbranceor Lien of any kind or nature;provided, that this Section 9.11 shall not apply to:          (i) any Lien for a tax, assessment or other governmental charge or levy so longas the payment thereof is not required by Section 9.2(a) hereof,          (ii) any Lien securing only worker’s compensation, unemployment insurance orsimilar obligations,          (iii) any mechanic’s, warehousemen’s, carrier’s or similar common law orstatutory Lien incurred in the normal course of business,          (iv) any mortgage, security interest or other Lien encumbering property of anyRestricted Subsidiary for the purpose of securing any Permitted Debt owing by onlythat Subsidiary,          (v) any mortgage, security interest or other Lien encumbering property of theGuarantor and securing any Indebtedness or liability of the Guarantor permitted byclause (c) of Section 9.10 or by Section 9.12 hereof,          (vi) any Lien permitted by Section 8.05 of the Agreement,          (vii) any Indemnification Lien granted pursuant to an Indemnity Agreementrelated to one or more Performance Surety Bonds permitted under this Guaranty,          (viii) any financing statement perfecting a security interest permitted by thisSection 9.11, or          (ix) any Lien permitted by Sections 9.19(b)(i) and (vi).
 

 
          9.12. GUARANTEES. No Restricted Company will be or become a guarantor of any kind;provided, that this Section 9.12 shall not apply to:          (a) any endorsement of a check or other medium of payment for deposit orcollection through normal banking channels or any similar transaction in the normalcourse of business,          (b) any indemnity or guaranty of a surety bond for the performance by a customerof a Restricted Company of the customer’s obligations under a land developmentcontract,          (c) any guarantee by the Guarantor of a real estate loan permitted by clause (c)of Section 9.10,          (d) subject to the limitations set forth in Section 9.19 of this Guaranty, anyCompletion Guaranty with respect to a real estate building project, if the Guarantor orany Company is the developer of the project or has a property interest in the project(including, but not limited to, a Non-Affiliate Construction Project),          (e) the guarantee by the Guarantor set forth in Section 3 hereof,          (f) any other guarantee by the Guarantor, provided, that the Guarantor’saggregate personal liability in respect of all of such other guarantees and allIndebtedness described in subsection (a) of the definition of Indebtedness (other thanany loan permitted by clauses (a) through (c), inclusive, of Section 9.10 hereof) doesnot exceed, and after making the guarantee in question would not exceed, Ten MillionDollars ($10,000,000),          (g) any unsecured guarantee by the Guarantor or any Restricted Subsidiary of theequity investment or performance of a Subsidiary of the Guarantor (other than anyIndebtedness of such Subsidiary incurred for borrowed money) in connection with a realestate project in favor of a partner or member, or a partnership or limited liabilitycompany in which such Subsidiary is a general partner or a member, as applicable, whenthe Guarantor or such Restricted Subsidiary, as the case may be, deems it to be in itsbest interest not to be a partner, a member, or have a direct interest in thepartnership or limited liability company, as applicable,          (h) the guarantee by the Guarantor of the obligations of Franklin Town TowersAssociates located in Philadelphia, Pennsylvania, with respect to Museum Towers, in theoriginal principal amount of Twenty Million Four Hundred Thousand Dollars($20,400,000), provided, that such obligations shall not be amended, restatedor otherwise modified without the prior written consent of the Banks,          (i) any guarantee or indemnity by the Guarantor or any Restricted Subsidiary forfraud, misappropriation, misapplication or environmental problems,
 

 
as are usual and customary in commercial mortgage loan transactions entered intoby the Guarantor and/or such Restricted Subsidiary, provided, that such aguarantee or indemnity may be given by the Guarantor or a Restricted Subsidiary, butnot both (unless such Restricted Subsidiary is also the borrower in the particularcommercial mortgage loan transaction), in connection with any particular commercialmortgage loan transaction,          (j) subject to Section 9.10(k) hereof, any guarantee by the Guarantor of anunsecured Hedge Agreement permitted by Section 8.04 of the Agreement entered into by aSubsidiary of the Guarantor (other than the Borrower),          (k) the MTA Guaranty; provided, that (i) the maximum principal amount ofthe Guarantor’s obligations thereunder shall not exceed $40,000,000, (ii) so long asthe MTA Guaranty is outstanding and in full force and effect, the Guarantor shallmaintain or cause to be maintained with a reputable insurer, an environmental liabilityinsurance policy with respect to the real property related to the MTA Guaranty, with aself-insured retention of not more than $28,000,000 and a limit of coverage of not lessthan $12,000,000 to cover any remediation that may be required and (iii) the Guarantorshall not enter into or agree to enter into any amendment, supplement or othermodification to the MTA Guaranty that, in the opinion of the Agents, is or would bematerially adverse to the interests of the Banks,          (l) subject to the limitations set forth in Section 9.19 of this Guaranty, anyCompletion Guaranty, or          (m) the guarantee by the Guarantor in connection with the Park Creek MetropolitanDistrict and Stapleton Land LLC located in Stapleton, Colorado, with respect to the$19,000,000 Park Creek District Subordinate Limited Property Tax Revenue Bonds, Series2003A and the $10,000,000 Park Creek District Subordinate Limited Property Tax RevenueBonds, Series 2003-B, provided, that such guarantee obligations shall not beamended, restated or otherwise modified without the prior written consent of the Banks.          9.13. REDEMPTIONS, PREPAYMENTS, AND DIVIDENDS.          (a) The Guarantor will not directly or indirectly purchase, acquire, redeem orretire any shares of its capital stock at any time outstanding or set aside funds forany such purpose, except that, from and after the Restatement Effective Date, so longas no Event of Default or violation of Section 9.14 of this Guaranty shall haveoccurred or will result after giving effect to such purchase, acquisition, redemptionor retirement, the Guarantor may purchase, acquire, redeem or retire shares of itsoutstanding capital stock in an aggregate amount not to exceed Forty Million Dollars($40,000,000) minus any amounts paid as permitted by Section 9.13(c) hereof, inany yearly period measured by the anniversary dates of the Restatement Effective Dateof the Agreement thereafter,
 

 
          (b) The Guarantor will not directly or indirectly pay any principal of, makesinking fund payments in respect of or purchase any Indebtedness now or hereafter owingby the Guarantor other than any principal payment, sinking fund payment or purchase theomission of which would (or with the giving of notice or the lapse of any applicablegrace period or both would) accelerate, or give anyone the right to accelerate, thematurity of such Indebtedness in accordance with the original terms thereof;provided, that, notwithstanding the foregoing, the Guarantor shall not make anypayment on account of the Senior Notes or the 2006 Puttable Senior Notes in the eventof and during the continuance of any Payment Default under the Agreement or thisGuaranty,          (c) The Guarantor will not directly or indirectly declare or pay any Dividends,except that, from and after the Restatement Effective Date, so long as no Event ofDefault shall have occurred and be continuing hereunder and no Event of Default shallhave occurred and be continuing under the Agreement, the Guarantor may pay Dividends inan aggregate amount not to exceed Forty Million Dollars ($40,000,000) minus anyamounts paid as permitted by Section 9.13(a) hereof, in any yearly period measured bythe anniversary dates of the Restatement Effective Date of the Agreement thereafter,          (d) The Guarantor shall not directly or indirectly exercise its optionalredemption rights, under the terms of any of the Senior Notes or the Indenture, toredeem any of the Senior Notes prior to its maturity date, or to deposit monies orother assets with the trustee under the Indenture for the payment of any one or moreSenior Notes or the release of restrictive covenants thereunder, by defeasance, withoutin each case the prior written consent of the Required Banks, except that the Guarantormay take any of the above listed actions in connection with a refinancing of theIndebtedness represented by the Senior Notes without the prior consent of the Banks, ineach case only so long as such refinancing does not (i) result in an increase in theaggregate principal amount of Indebtedness of the Guarantor as of the date of suchproposed refinancing, (ii) create Indebtedness that has a maturity earlier than thefinal maturity of the Senior Notes, (iii) create a security interest in any property ofthe Guarantor or any of its Subsidiaries, or (iv) result in Indebtedness that is seniorto the Indebtedness owing to the Banks under this Guaranty or the Agreement. Executedcopies of any and all documentation evidencing or relating to such refinancing shall bedelivered to the Administrative Agent within five (5) Cleveland Banking Days of theexecution of such documentation,          (e) In the event of and during the continuance of any Event of Default under theAgreement or under this Guaranty other than a Payment Default, the Guarantor shall notcause the Borrower to declare, pay, or make, and shall not accept payment of, anyDividends in respect of Capital Stock of the Borrower, or, notwithstanding any otherprovision of the Agreement or this Guaranty to the contrary, any loans or advances tothe Guarantor, (any such Dividends or loans are referred to herein as “Distributions”)in excess of the sum of the amount sufficient to pay, when due, all interest paymentsin respect of the Senior Notes and the 2006
 

 
Puttable Senior Notes and the amounts sufficient to pay, when due, all taxes ofthe Guarantor (collectively, “Permitted Distributions”); provided, that anyPermitted Distributions shall be applied by the Guarantor strictly to the permitteduses specified above, and          (f) Notwithstanding the provisions of Section 9.13(e) of this Guaranty, in theevent and during the continuance of any Payment Default, the Guarantor shall not causethe Borrower to pay or make, and shall not accept payment of, any Distributions.          9.14. CASH FLOW COVERAGE RATIO. The Guarantor will not permit the Cash Flow Coverage Ratio,at any time, to be less than 2.25:1.00.          9.15. CONSOLIDATED GAAP SHAREHOLDERS’ EQUITY. The Guarantor will not permit the ConsolidatedGAAP Shareholders’ Equity to be less than (a) on the Restatement Effective Date, Seven HundredSeventy-Five Million Dollars ($775,000,000) and (b) at any date of determination thereafter, thesum of (i) Seven Hundred Seventy-Five Million Dollars ($775,000,000), plus (ii) one hundredpercent (100%) of the cash proceeds from any sale or issuance of equity, plus (iii) fiftypercent (50%) of the Guarantor’s consolidated GAAP net income, in each case, for the year-to-dateperiod ended on such Fiscal Quarterly Date.          9.16. ENVIRONMENTAL COMPLIANCE. The Guarantor will comply with any and all Environmental Lawsincluding, without limitation, all Environmental Laws in jurisdictions in which the Guarantor orany Restricted Subsidiary owns property, operates, arranges for disposal or treatment of hazardoussubstances, solid waste or other wastes, accepts for transport any hazardous substances, solidwaste or other wastes or holds any interest in real property or otherwise. The Guarantor willfurnish to the Banks promptly after receipt thereof a copy of any notice the Guarantor or anyRestricted Subsidiary may receive from any governmental authority, private person or entity orotherwise that any litigation or proceeding pertaining to any environmental, health or safetymatter has been filed or is threatened against the Guarantor or such Restricted Subsidiary, anyreal property in which the Guarantor or such Restricted Subsidiary holds any interest or any pastor present operation of the Guarantor or such Restricted Subsidiary. The Guarantor will notknowingly allow the storage, release or disposal of hazardous waste, solid waste or other wasteson, under or to any real property in which the Guarantor holds any interest or performs any of itsoperations, in violation of any Environmental Law. As used in this Section, “litigation orproceeding” means any demand, claim, notice, suit, suit in equity, action, administrative action,investigation or inquiry whether brought by any governmental authority, private person or entity orotherwise. The Guarantor shall defend, indemnify and hold the Banks harmless against all costs,expenses, claims, damages, penalties and liabilities of every kind or nature whatsoever (includingattorneys’ fees) arising out of or resulting from the noncompliance of the Guarantor or anyRestricted Subsidiary with any Environmental Law, provided, that, so long as and to theextent that the Banks are not required to make any payment or suffer to exist any unsatisfiedjudgment, order, or assessment against them, the Guarantor may pursue rights of appeal to complywith such Environmental Laws. In any case of noncompliance with any Environmental Law by aRestricted Subsidiary, the Banks’ recourse for such indemnity herein shall be limited solely to theproperty of the Restricted Subsidiary holding title to the property involved in such noncomplianceand such recovery shall
 

 
not be a lien, or a basis of a claim of lien or levy of execution, against either theGuarantor’s general assets or the general assets of any of its Restricted Subsidiaries.          9.17. PLAN. Neither the Guarantor nor any Restricted Subsidiary will suffer or permit anyPlan to be amended if, as a result of such amendment, the current liability under the Plan isincreased to such an extent that security is required pursuant to Section 307 of the EmployeeRetirement Income Security Act of 1974, as amended from time to time. As used herein, “currentliability” means current liability as defined in Section 307 of such Act.          9.18. ANTI-TERRORISM LAWS. Neither the Guarantor nor any of its Subsidiaries shall be inviolation of any law, regulation, or list of any government agency (including, without limitation,the U.S. Office of Foreign Asset Control list, Executive Order No. 13224 or the USA Patriot Act)that prohibits or limits the conduct of business with or the receiving of funds, goods or servicesto or for the benefit of any Persons specified therein or that prohibits or limits any Bank orAgent from making any advances or extensions of credit to the Guarantor or from otherwiseconducting business with the Guarantor.          9.19. CROSS COLLATERALIZATION AND CROSS DEFAULTS.          (a) Except as expressly permitted by this Section 9.19, neither the Guarantor nor anyRestricted Company will (i) cross-default or agree to cross-default any Permitted Debt tothis Guaranty or the Debt; (ii) agree to any financial covenants based on the performance ofthe Guarantor under any other Permitted Debt (other than the Debt); or (iii)cross-collateralize, or agree to cross-collateralize Permitted Debt (other than the Debt)owing to any one lender under one or more different loan agreements or arrangements,provided, that the cross-defaulted and/or cross-collateralized Indebtedness setforth on Schedule 9.19, dated as of March 22, 2004 (a copy of which is attached hereto)shall be permitted, provided, further, that such Schedule 9.19 shall not beamended or otherwise modified after the Restatement Effective Date without the prior writtenconsent of the Administrative Agent.          (b) Notwithstanding Section 9.19(a) above:     (i) with respect to construction projects that are constructed inmultiple phases and/or stabilized properties, any Restricted Company shallbe permitted to cross-default and/or Cross-Collateralize any Permitted Debtwith other Permitted Debt (other than, in each case, the Debt), but only ifthe phases to be Cross-Collateralized and/or cross-defaulted consist of asingle identifiable project;     (ii) under a Completion Guaranty granted by the Guarantor to aconstruction lender, the Guarantor shall be permitted to agree to afinancial covenant solely with respect to the Guarantor’s net worth, butonly if (A) the Indebtedness related to such Completion Guaranty is inexcess of One Hundred Million Dollars ($100,000,000), (B) the Indebtednessrelated to such Completion Guaranty has a maturity of two (2) years orgreater, not including extensions, (C) any net worth
 

 
financial covenant is calculated in substantially the same manner asthe covenant set forth in Section 9.15 of this Guaranty and requires a networth for the Guarantor of not more than Two Hundred Seventy Five MillionDollars ($275,000,000) and (D) the aggregate of all Indebtedness subject tosuch Completion Guaranties shall not exceed Four Hundred Million Dollars($400,000,000), exclusive of the Indebtedness incurred in connection withthe projects set forth on Schedule 9.19 to this Guaranty;     (iii) under any Completion Guaranty granted by the Guarantor thatcontains the net worth financial covenant referred to in Section 9.19(b)(ii)above, (A) the construction lender shall not be permitted to call upon suchCompletion Guaranty due solely to a violation of such net worth financialcovenant and (B) the construction lender shall only be permitted to callupon such Completion Guaranty if the project is not performing (i.e. not onbudget and/or schedule);     (iv) with respect to Hedge Agreements permitted by this Guaranty, therelated documentation may provide that an Event of Default will constitutean event of default under such Hedge Agreement, provided, that theHedge Agreement also provides that the counterparty may not terminate orexercise any remedy under the Hedge Agreement on account of any Event ofDefault unless (A) the Banks have provided a written notice of the Event ofDefault to the Borrower, (B) all applicable cure periods have lapsed withoutthe Event of Default being cured and (C) the Banks may accelerate thematurity of the Revolving Loans on the basis of the Event of Default;     (v) the Indenture, the 2006 Indenture and the documents evidencing thePuttable Notes Hedge and Warrant Transactions may provide that a default bythe Borrower or the Guarantor in the payment of any portion of principal ofthe Debt when due and payable after the expiration of any applicable graceperiod that results in the Debt becoming or being declared due and payableprior to the date on which it would otherwise have become due and payable orthe failure of the Borrower or the Guarantor to pay any portion of theprincipal of the Debt when due and payable at maturity or by acceleration,constitutes a default under the Indenture, the 2006 Indenture or thePuttable Notes Hedge and Warrant Transactions, as applicable, and     (vi) to the extent Permitted Debt of the Borrower or any Subsidiary ofthe Borrower may be secured under Section 8.05 of the Agreement, theGuarantor may provide cash or letters of credit as additional collateral tosecure such Permitted Debt.          9.20. OWNERSHIP OF LAND. The Guarantor shall not, and shall not permit any RestrictedSubsidiary to purchase, lease or otherwise acquire any real property of any kind after theRestatement Effective Date, other than any real property to be used only for the
 

 
business of the Guarantor or any such Restricted Subsidiary, in each case, as such businesshas been conducted prior to the Restatement Effective Date.          9.21. PERMITTED NON-AFFILIATE LOAN REPORTS. Within forty-five (45) days after each FiscalQuarterly Date, the Guarantor will furnish to each Bank a report setting forth (a) each PermittedNon-Affiliate Loan that is outstanding as of such Fiscal Quarterly Date and (b) for the three yearperiod ending on such Fiscal Quarterly Date, the aggregate amount of gain deferred for federalincome tax purposes on the consolidated return of the Guarantor in connection with anyNon-Affiliate Construction Projects, and, if requested by the Agents or any Bank, accompanied byall applicable tax forms filed or to be filed in connection with such Non-Affiliate ConstructionProjects.          10. DEFAULT; REMEDIES. The Guarantor shall be in default hereunder in the event that any ofthe following (each an “Event of Default”) shall occur or exist:          (a) Any representation or warranty made by the Guarantor, or any of its officers,herein, or in any written statement or certificate furnished at any time in connectionherewith, shall prove untrue in any material respect as of the date it was made, or          (b) The Guarantor shall fail to observe, perform, or comply with any obligation,covenant, agreement, or undertaking of the Guarantor set forth in Sections 3, 9.5, 9.8,9.13, 9.14 and/or 9.15 hereof, or          (c) The Guarantor shall fail to observe, perform, or comply with any obligation,covenant, agreement, or undertaking of the Guarantor set forth in any section orprovision hereof other than those identified specifically in subsections (a) and (b)above and the Guarantor shall not have corrected such failure within thirty (30) daysafter the giving of written notice thereof to the Guarantor by the Administrative Agentor any Bank that the specified failure is to be corrected, or          (d) The Guarantor and/or any Restricted Subsidiary defaults in any payment ofprincipal or interest due and owing upon any Indebtedness in excess of $1,000,000, or,in the case of the Guarantor, in the payment or performance of any obligation permittedto be outstanding or incurred pursuant to Sections 9.10 and/or 9.12 hereof in excess of$1,000,000, beyond any period of grace provided with respect thereto or in theperformance of any other agreement, term or condition contained in any agreement underwhich any such obligation is created, if the effect of such default is to acceleratethe maturity of the related Indebtedness or to permit the holder thereof to cause suchIndebtedness to become due prior to its stated maturity or foreclose on any Lien onproperty of the Guarantor securing the same, except that defaults in payment orperformance of non-recourse obligations of the Guarantor or any Restricted Subsidiaryshall not constitute Events of Default under this Section 10(d) unless such defaultshave, individually or in the aggregate, a material adverse effect on the business orfinancial condition of the Guarantor; provided, that it shall be an Event ofDefault hereunder if any default occurs (after giving effect to any applicable graceperiod) under (i) the Senior Notes permitted by
 

 
Section 9.10(h) of this Guaranty or under the Indenture or (ii) the 2006 PuttableSenior Notes or under the 2006 Indenture, or          (e) (i) any Restricted Subsidiary shall (A) generally not pay its debts as suchdebts become due, or (B) make a general assignment for the benefit of creditors, or (C)apply for or consent to the appointment of a receiver, a custodian, a trustee, aninterim trustee or liquidator of itself or all or a substantial part of its assets, or(D) be adjudicated a debtor or have entered against it an order for relief under Title11 of the United States Code, as the same may be amended from time to time, or (E) filea voluntary petition in bankruptcy or file a petition or an answer seekingreorganization or an arrangement with creditors or seeking to take advantage of anyother law (whether federal or state) relating to relief of debtors, or admit (byanswer, by default or otherwise) the material allegations of a petition filed againstit in any bankruptcy, reorganization, insolvency or other proceeding (whether federalor state) relating to relief of debtors, or (F) suffer or permit to continue unstayedand in effect for thirty (30) consecutive days any judgment, decree or order, enteredby a court of competent jurisdiction, which approves a petition seeking itsreorganization or appoints a receiver, custodian, trustee, interim trustee orliquidator of itself or of all or a substantial part of its assets, or (G) take or omitto take any other action in order thereby to effect any of the foregoing or (H) fail topay and discharge all lawful taxes, assessments, and governmental charges or leviesimposed upon it or its income, profits, or properties, and/or all lawful claims forlabor, materials, and supplies, which, if unpaid, might become a Lien or charge againstsuch properties, in all cases before the same shall become in default, or (I) fail tocomply with any and all Environmental Laws applicable to such Subsidiary, itsproperties, or activities, or (J) fail to observe, perform, or fulfill any of itsobligations, covenants or conditions contained in any decree, order, judgment, orinstrument to which such Subsidiary is a party or by which it or its assets are bound,and (ii) any such event or events described in (i) above shall in the reasonablejudgment of the Banks have a material adverse effect on the business or financialcondition of the Guarantor, or          (f) An Event of Default specified in Article X of the Agreement shall haveoccurred and be continuing, or          (g) The Guarantor shall (i) make a general assignment for the benefit ofcreditors, (ii) file a voluntary petition under any chapter or provision of Title 11United States Code (Bankruptcy), as from time to time in effect (the “Bankruptcy Code”)or a petition or answer seeking reorganization of the Guarantor or a readjustment ofits Indebtedness under the Bankruptcy Code or any other federal or state law providingfor relief of debtors, reorganization, liquidation, or arrangements with creditors,(iii) consent to the appointment of a receiver or trustee of its properties, or (iv)cease to be or be unable to pay its debts generally as they become due, or          (h) Relief shall be ordered against the Guarantor as debtor in any involuntarycase under the Bankruptcy Code, or a petition or proceedings for
 

 
bankruptcy or for reorganization shall be filed against the Guarantor under theBankruptcy Code or any other federal or state law providing for relief of debtors,reorganization, liquidation, or arrangements with creditors, and the Guarantor shalladmit the material allegations thereof, or an order, judgment or decree entered thereinshall not be vacated or stayed within thirty (30) days of its entry, or a receiver ortrustee shall be appointed for the Guarantor or its properties or any part thereof andremain in possession thereof for thirty (30) days, or          (i) The Guarantor defaults in the performance of any obligation in theSubordination Agreement or in the performance of any other agreement, covenant, term orcondition in the Subordination Agreement,then, in any such event (other than an Event of Default referred to in Section 10(g) or 10(h)above), and at any time thereafter, the Administrative Agent and/or the Required Banks may at theiroption, by written notice delivered or mailed to the Guarantor, do any one or more of thefollowing: (a) declare the Debt to be immediately due and payable, and upon any such declarationsuch Debt shall become and be forthwith due and payable by Guarantor without any further notice,presentment, or demand of any kind, all of which are expressly waived by the Guarantor, or (b)require the Guarantor to purchase the Debt at par value, without recourse, within ten (10) daysafter such notice, by paying to the Administrative Agent, in immediately available U.S. funds, anamount equal to the unpaid principal amount then outstanding on the Notes and any other matured orunmatured Debt owing to the Banks, plus the unpaid accrued interest on the Notes at the rate orrates determined in accordance with the Agreement. If any Event of Default referred to in Section10.07(e), 10.07(f) or 10.07(g) of the Agreement or any Event of Default referred to in Section10(g) or 10(h) of this Guaranty shall occur, the Debt shall become and thereafter be immediatelydue and payable by the Guarantor without any presentment, demand, or notice of any kind, all ofwhich are hereby waived by the Guarantor. The foregoing rights, powers, and remedies of theAdministrative Agent and the Banks are not exclusive and are in addition to any and all otherrights, powers, and remedies provided for hereunder (including, without limitation, under Section13 hereof), at law, and/or in equity. The exercise by the Administrative Agent and/or the Banks ofany right, power, or remedy shall not waive or preclude the exercise of any other rights, powers,and/or remedies.          11. MISCELLANEOUS. The foregoing rights, powers, and remedies of the Administrative Agent andthe Banks are not exclusive and are in addition to any and all other rights, powers, and remediesprovided for hereunder, at law, and/or in equity. The exercise by the Administrative Agent and/orthe Banks of any right, power, or remedy shall not waive or preclude the exercise of any otherrights, powers, and/or remedies. This Guaranty shall bind the Guarantor and its successors andassigns and shall inure to the benefit of the Agents and the Banks and their respective successorsand assigns including (without limitation) each holder of any Note. The provisions of thisGuaranty and the respective rights and duties of the Guarantor and the Agents and/or the Bankshereunder shall be interpreted and determined in accordance with Ohio law, without regard toprinciples of conflict of laws. If at any time one or more provisions of this Guaranty is orbecomes invalid, illegal or unenforceable in whole or in part, the validity, legality andenforceability of the remaining provisions shall not in any way be affected or impaired thereby.This Guaranty constitutes a final written expression of all of the terms of this Guaranty, is acomplete and exclusive statement of those terms and supersedes all
 

 
oral representations, negotiations, and prior writings, if any, with respect to the subjectmatter hereof. The relationship between the Guarantor and the Agents and/or the Banks with respectto this Guaranty is and shall be solely that of debtor and creditor, respectively, and the Agentsand/or the Banks have no fiduciary obligation to the Guarantor with respect to this Guaranty or thetransactions contemplated thereby. All representations and warranties of the Guarantor shallsurvive the execution and delivery of this Guaranty and be and remain true and correct until thisGuaranty is discharged. Captions herein are for convenient reference only and shall have no effecton the interpretation of any provision hereof. The Guarantor acknowledges that it, either directlyor indirectly through its representatives, has participated in the drafting of this Guaranty, andany applicable rule of construction that ambiguities are to be resolved against the drafting partyshall not be applied in connection with the construction or interpretation of this Guaranty.          12. JURY TRIAL WAIVER. THE GUARANTOR WAIVES THE RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVINGANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, BETWEEN OR AMONG THE GUARANTOR ANDTHE AGENTS, THE BANKS, AND/OR THE BORROWER ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT, THISGUARANTY, OR ANY OTHER AGREEMENT, INSTRUMENT OR DOCUMENT EXECUTED OR DELIVERED IN CONNECTIONTHEREWITH OR THE TRANSACTIONS RELATED THERETO.          13. NOTICES. Except as otherwise expressly provided herein, all notices, requests, demandsand other communications provided for hereunder shall be in writing (including telegraphic, telex,facsimile, transmission or cable communication) and mailed, telexed, telegraphed, facsimiletransmitted, cabled or delivered, if to the Guarantor, addressed to it at the address specified onthe signature pages of this Guaranty, if to a Bank, addressed to the address of such Bank specifiedon the signature pages of the Agreement and if to the Agents, addressed to them at the address ofthe Administrative Agent or the Syndication Agent, as applicable, specified on the signature pagesof the Agreement. All notices, statements, requests, demands and other communications provided forhereunder shall be deemed to be given or made when delivered or forty-eight (48) hours after beingdeposited in the mails with postage prepaid by registered or certified mail or delivered to atelegraph company, addressed as aforesaid, except that notices from the Guarantor to the Agents orthe Banks pursuant to any of the provisions hereof shall not be effective until received by theAgents or the Banks.          14. CONSENT TO JURISDICTION. The Guarantor agrees that any action or proceeding to enforce orarising out of this Guaranty may be commenced in the Court of Common Pleas for Cuyahoga County,Ohio or in the District Court of the United States for the Northern District of Ohio, and theGuarantor waives personal service of process and agrees that a summons and complaint commencing anaction or proceeding in any such court shall be properly served and shall confer personaljurisdiction over the Guarantor if served to the Guarantor at the address listed opposite thesignature of the Guarantor at the end of this Guaranty or as otherwise provided by the laws of theState of Ohio or the United States.          15. ENTIRE AGREEMENT. This Guaranty and any other agreement, document or instrument attachedhereto or referred to herein or executed on or as of the date hereof integrate all the terms andconditions mentioned herein or incidental hereto and supersede
 

 
all oral representations and negotiations and prior writings with respect to the subjectmatter hereof.          16. INDEPENDENCE OF COVENANTS. All covenants hereunder shall be given independent effect sothat if a particular action or condition is not permitted by any of such covenants, the fact thatit would be permitted by an exception to, or be otherwise within the limitations of, anothercovenant shall not avoid the occurrence of an Event of Default if such action is taken or conditionexists, and if a particular action or condition is expressly permitted under any covenant, unlessexpressly limited to such covenant, the fact that it would not be permitted under the generalprovisions of another covenant shall not constitute an Event of Default if such action is taken orcondition exists.          17. GENERAL LIMITATION OF LIABILITY. No claim may be made by the Guarantor or any Subsidiaryof the Guarantor, against the Agent, the Syndication Agent, any Co-Documentation Agent or any Bankor the Affiliates, directors, officers, employees, attorneys or agents of any of them for anydamages other than compensatory damages in respect of any claim for breach of contract or any othertheory of liability arising out of or related to the transactions contemplated by the CreditAgreement, the Notes, this Guaranty or any other Related Writing, or any act, omission or eventoccurring in connection therewith; and the Guarantor, hereby, to the fullest extent permitted underapplicable law, waives, releases and agrees not to sue or counterclaim upon any such claim for anyspecial, consequential or punitive damages, whether or not accrued and whether or not known orsuspected to exist in its favor.[R*emainder of page intentionally left blank; signature page follows*]
 

 
          IN WITNESS WHEREOF, the Guarantor, by an officer thereunto duly authorized, has caused thisGuaranty to be executed as of the date set forth above.     Address: