Common use of Covenants of Guarantor Clause in Contracts

Covenants of Guarantor. (a) Guarantor absolutely, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety: (i) the full and prompt payment of all Base Rent and Additional Rent and all other rent, sums and charges of every type and nature payable by Tenant under the Lease, and (ii) the full, timely and complete performance of all covenants, terms, conditions, obligations and agreements to be performed by Tenant under the Lease (all of the obligations described in clauses (i) and (ii), collectively, the “Obligations”). If a Default occurs under the Lease, Guarantor will, without notice or demand, promptly pay and perform all of the Obligations, and pay to Landlord, when and as due, all Base Rent and Additional Rent payable by Tenant under the Lease, together with all damages, costs and expenses to which Landlord is entitled pursuant to any or all of the Lease, this Guaranty and applicable Laws. (b) Guarantor agrees with Landlord that (i) any action, suit or proceeding of any kind or nature whatsoever (an “Action”) commenced by Landlord against Guarantor to collect Base Rent and Additional Rent and any other rent, sums and charges due under the Lease for any month or months shall not prejudice in any way Landlord’s rights to collect any such amounts due for any subsequent month or months throughout the Term in any subsequent Action, (ii) Landlord may, at its option, without prior notice or demand, join Guarantor in any Action against Tenant in connection with or based upon either or both of the Lease and any of the Obligations, (iii) Landlord may seek and obtain recovery against Guarantor in an Action against Tenant or in any independent Action against Guarantor without Landlord first asserting, prosecuting, or exhausting any remedy or claim against Tenant or against any security of Tenant held by Landlord under the Lease, and (iv) Guarantor will be conclusively bound by a judgment entered in any Action in favor of Landlord against Tenant, as if Guarantor were a party to such Action, irrespective of whether or not Guarantor is entered as a party or participates in such Action. (c) Any default or failure by the Guarantor to perform any of its Obligations under this Guaranty shall be deemed an immediate Default under the Lease; provided, however, that if the basis for the occurrence of a default under this Guaranty is the occurrence of a default by Tenant under the Lease, then the default under this Guaranty shall not constitute a Default under the Lease until any applicable notice and cure period to which the Tenant is entitled under the Lease has expired; provided further, however, that under no circumstances shall this provision be construed to entitle Tenant to multiple notices or cure periods in connection with a given default under the Lease.

Covenants of Guarantor. (a) Guarantor absolutely, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety: (i) the full and prompt payment of all Base Rent and Fixed Rent, Additional Rent and all other rent, sums and charges of every type and nature payable by Tenant under the Lease, and (ii) the full, full and timely and complete performance of all covenants, terms, conditions, obligations and agreements to be performed by Tenant under the Lease (all of the obligations described in clauses (i) and (ii), collectively, the “Obligations”). If a an Event of Default occurs shall occur under the Lease, Guarantor will, without notice or demand, promptly pay and perform all of the Obligations, and pay to Landlord, Landlord when and as due, due all Base Fixed Rent and Additional Rent payable by Tenant under the Lease, together with all damages, costs and expenses to which Landlord is entitled pursuant to any the Lease or all of the Lease, this Guaranty and under applicable LawsLegal Requirements. (b) Guarantor agrees with Landlord that (i) any action, suit or proceeding of any kind or nature whatsoever (an “Action”) commenced by Landlord against Guarantor to collect Base Rent and Fixed Rent, Additional Rent and any other rent, sums and charges due under the Lease for any month or months shall not prejudice in any way Landlord’s rights to collect any such amounts due for any subsequent month or months throughout the Term in any subsequent Action, (ii) Landlord may, at its option, without prior notice or demand, join Guarantor in any Action against Tenant in connection with or based upon either or both of the Lease and or any of the Obligations, (iii) Landlord may seek and obtain recovery against Guarantor in an Action against Tenant or in any independent Action against Guarantor without Landlord first asserting, prosecuting, or exhausting any remedy or claim against Tenant or against any security of Tenant held by Landlord under the Lease, and (iv) Guarantor will be conclusively bound in any jurisdiction by a judgment entered in any Action in favor of by Landlord against Tenant, as if Guarantor were a party to such Action, irrespective of whether or not even though Guarantor is entered not joined as a party or participates in such Action. (c) Any default or failure by the Guarantor to perform any of its Obligations under this Guaranty shall be deemed an immediate Default under the Lease; provided, however, that if the basis for the occurrence of a default under this Guaranty is the occurrence of a default by Tenant under the Lease, then the default under this Guaranty shall not constitute a Default under the Lease until any applicable notice and cure period to which the Tenant is entitled under the Lease has expired; provided further, however, that under no circumstances shall this provision be construed to entitle Tenant to multiple notices or cure periods in connection with a given default under the Lease.

Covenants of Guarantor. THE GUARANTOR COVENANTS AND AGREES WITH THE SECURED PARTY: (a) Guarantor absolutelynot to change its name, unconditionally its principal place of business, its chief executive office or the location of any of the Collateral without giving 15 days' prior written notice thereof to the Secured Party; (b) not to sell, exchange, transfer, assign, lease or otherwise dispose of or deal in any way with the Collateral or release, surrender or abandon possession of the Collateral or move or transfer the Collateral, or enter into any agreement or undertaking to do any of the foregoing; (c) not to create or permit to exist any encumbrance against any of the Collateral, except the Security Interests created by this Agreement and irrevocably guaranteesother permitted encumbrances, as a primary obligor set forth in Schedule "B" (the "Permitted Encumbrances"); (d) to defend the title to the Collateral for the benefit of the Secured Party against all claims and not merely demands; (e) that the Guarantor shall maintain the Security Interest created by this Agreement as a surety: perfected security having at least the priority described in Section 12 and shall defend such Security Interest and such priority against the claims and demands of all persons; (f) to promptly pay when due all taxes, assessments, rates, levies, payroll deductions, workers' compensation assessments, and any other charges which could result in the creation of a statutory lien or deemed trust in respect of the Collateral; (g) to do, make, execute and deliver such further and other assignments, transfers, deeds, security agreements and other documents as may be required by the Secured Party to establish in favor of the Secured Party and perfect the Security Interest intended to be created hereby and to accomplish the intention of this Agreement and, if requested by the Secured Party, to specifically assign to the Secured Party, the Guarantor's rights and interests (but not the Guarantor's obligations) under any contracts to which the Guarantor is a party, which include the Guarantor instructing the transfer agent of the Guarantor: (i) to comply with the full and prompt payment of all Base Rent and Additional Rent and all other rent, sums and charges of every type and nature payable by Tenant under Secured Party's orders without the Lease, and Guarantor's further consent; or (ii) that the fullSecured Party has the same rights to the Security Interests as the Guarantor; (h) to pay all expenses, timely including reasonable solicitors' fees and complete performance disbursements, receivers' fees and disbursements, and accounting fees and disbursements incurred by or on behalf of the Secured Party, its secured parties, or any Receiver, as hereinafter defined, in connection with inspecting the Collateral, investigating title to the Collateral, the preparation, perfection, preservation, and enforcement of this Agreement, including taking, recovering and keeping possession of the Collateral and all covenantsexpenses incurred by or on behalf of the Secured Party, termsits agents or any Receiver (as defined in Section 11.1(a)) in dealing with other creditors of the Guarantor in connection with the establishment and confirmation of the priority of the Security Interests, conditions, obligations and agreements to be performed by Tenant under the Lease (all of which expenses shall be payable forthwith upon demand with interest at the obligations described rate specified in clauses the Notes and shall form part of the Obligations; and (i) and (ii), collectively, the “Obligations”). If a Default occurs under the Lease, Guarantor will, without notice or demand, promptly pay to observe and perform all of the Obligations, and pay to Landlord, when and as due, all Base Rent and Additional Rent payable by Tenant its obligations under the Lease, together with all damages, costs and expenses to which Landlord is entitled pursuant to any or all of the Lease, this Guaranty and applicable Laws. (b) Guarantor agrees with Landlord that (i) any action, suit or proceeding of any kind or nature whatsoever (an “Action”) commenced by Landlord against Guarantor to collect Base Rent and Additional Rent and any other rent, sums and charges due under the Lease for any month or months shall not prejudice in any way Landlord’s rights to collect any such amounts due for any subsequent month or months throughout the Term in any subsequent Action, (ii) Landlord may, at its option, without prior notice or demand, join Guarantor in any Action against Tenant in connection with any other security agreement creating a security interest over the Collateral or based upon either or both of the Lease and any of the Obligations, (iii) Landlord may seek and obtain recovery against Guarantor in an Action against Tenant or in any independent Action against Guarantor without Landlord first asserting, prosecuting, or exhausting any remedy or claim against Tenant or against any security of Tenant held by Landlord under the Lease, and (iv) Guarantor will be conclusively bound by a judgment entered in any Action in favor of Landlord against Tenant, as if Guarantor were a party to such Action, irrespective of whether or not Guarantor is entered as a party or participates in such Actionpart thereof. (c) Any default or failure by the Guarantor to perform any of its Obligations under this Guaranty shall be deemed an immediate Default under the Lease; provided, however, that if the basis for the occurrence of a default under this Guaranty is the occurrence of a default by Tenant under the Lease, then the default under this Guaranty shall not constitute a Default under the Lease until any applicable notice and cure period to which the Tenant is entitled under the Lease has expired; provided further, however, that under no circumstances shall this provision be construed to entitle Tenant to multiple notices or cure periods in connection with a given default under the Lease.

Covenants of Guarantor. (a) Guarantor absolutely, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety: (i) the full and prompt payment of all Base Rent and Additional Rent Charges and all other rent, sums and charges of every type and nature payable by Tenant under the Lease, whether due by acceleration or otherwise, including costs and expenses of collection (collectively, the “Monetary Obligations”), and (ii) the full, timely and complete performance of all covenants, terms, conditions, obligations obligations, indemnities and agreements to be performed by Tenant under the Lease, including any indemnities or other obligations of Tenant that survive the expiration or earlier termination of the Lease (all of the obligations described in clauses (i) and (ii), collectively, are collectively referred to herein as the “Obligations”). If a Default occurs Tenant defaults under the Lease, Guarantor will, without notice or demand, promptly pay and perform all of the outstanding Obligations, and pay to Landlord, when and as due, all Base Rent Monetary Obligations due and Additional Rent payable by Tenant under the Lease, together with all damages, costs and expenses to which Landlord is entitled pursuant to any or all of the Lease, this Guaranty and applicable LawsLegal Requirements; provided, however, that Landlord shall not commence any litigation against Guarantor with respect to such Obligations unless and until an Event of Default has occurred and is continuing. (b) Guarantor agrees with Landlord that (i) any action, suit or proceeding of any kind or nature whatsoever (an “Action”) commenced by Landlord against Guarantor to collect Base Rent and Additional Rent Charges and any other rent, sums and charges due under the Lease for any month or months shall not prejudice in any way Landlord’s rights to collect any such amounts due for any subsequent month or months throughout the Lease Term in any subsequent Action, (ii) Landlord may, at its option, without prior notice or demand, join Guarantor in any Action against Tenant in connection with or based upon either or both of the Lease and any of the Obligations, (iii) Landlord may seek and obtain recovery against Guarantor in an Action against Tenant or in any independent Action against Guarantor without Landlord first asserting, prosecuting, or exhausting any remedy or claim against Tenant or against any security of Tenant held by Landlord under the Lease, (iv) Landlord may (but shall not be required to) exercise its rights against each of Guarantor and Tenant concurrently, and (ivv) Guarantor will be conclusively bound by a judgment entered in any Action in favor of Landlord against Tenant, as if Guarantor were a party to such Action, irrespective of whether or not Guarantor is entered as a party or participates in such Action. (c) Any default or failure by the Guarantor to perform The occurrence of any of its Obligations under this Guaranty the following events shall be deemed constitute an immediate Event of Default by Tenant under the Lease, and there shall be no cure period therefor except as otherwise provided: (i) Guarantor fails to observe or perform any term, covenant, or other obligation of Guarantor set forth in Section 9 and such failure is not cured within ten (10) days after receipt of notice of such failure from Landlord; provided, however, that any such failure shall not be deemed an Event of Default if Guarantor commences to cure same within ten (10) days after Guarantor receives notice thereof from Landlord, diligently prosecutes such cure and, in any event, cures such failure within thirty (30) days after receipt of notice of such failure from Landlord; and (ii) Guarantor’s failure to observe or comply with the basis for provisions of Section 10. (d) Guarantor agrees that, in the occurrence event of a default under this Guaranty is the occurrence rejection or disaffirmance of a default the Lease by Tenant or Tenant’s trustee in bankruptcy, pursuant to bankruptcy law or any other law affecting creditors’ rights, Guarantor will, if Landlord so requests, assume all obligations and liabilities of Tenant under the Lease, then to the default under this Guaranty same extent as if Guarantor was a party to such document and there had been no such rejection or disaffirmance; and Guarantor will confirm such assumption, in writing, at the request of Landlord upon or after such rejection or disaffirmance. Guarantor, upon such assumption, shall not constitute a Default have all rights of Tenant under the Lease until to the fullest extent permitted by law. (e) If Landlord proposes to grant a mortgage on, or refinance any applicable notice mortgage encumbering the Premises or any portion thereof, Guarantor shall cooperate in the process, and cure period shall permit Landlord and the proposed mortgagee to meet with Guarantor or, if applicable, officers of Guarantor and to discuss Guarantor’s business and finances. On request of Landlord, Guarantor agrees to provide any such prospective mortgagee the information to which the Tenant Landlord is entitled under hereunder, provided that if any such information is not publicly available, such nonpublic information shall be made available on a confidential basis. Guarantor agrees to execute, acknowledge and deliver documents reasonably requested by the prospective mortgagee (such as a consent to the financing, without encumbering Guarantor’s or Tenant’s assets, a consent to a collateral assignment of the Lease has expired; provided furtherand of this Guaranty, howeverestoppel certificate, that under no circumstances shall this provision be construed and a subordination, non-disturbance and attornment agreement), in a form reasonably acceptable to entitle Tenant Guarantor and customary for tenants and their guarantors to multiple notices or cure periods sign in connection with a given default under the Leasemortgage loans to landlords, so long as such documents are in form then customary among institutional lenders.

Covenants of Guarantor. (a) A. Guarantor absolutely, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety: (i) the full and prompt payment of all Base Rent and Additional Rent, additional Rent and all other rent, sums and charges of every type and nature payable by Tenant under the Lease, whether due by acceleration or otherwise, including out of pocket costs and expenses of collection (collectively, the “Monetary Obligations”), and (ii) the full, timely and complete performance of all covenants, terms, conditions, obligations obligations, indemnities and agreements to be performed by Tenant under the Lease, including any indemnities or other obligations of Tenant that survive the expiration or earlier termination of the Lease (all of the obligations described in clauses (i) and (ii), collectively, ) are collectively referred to herein as the “Obligations”). If a Default occurs Tenant defaults under the LeaseLease (subject to any applicable grace periods), Guarantor will, without notice or demand, will promptly pay and perform all of the Obligations, Obligations and pay to Landlord, when and as due, all Base Rent and Additional Rent Monetary Obligations payable by Tenant then due under the Lease, together with all damages, damages and out of pocket costs and expenses to which Landlord is entitled pursuant to any or all of the Lease, Lease and this Guaranty and applicable LawsGuaranty. (b) B. Guarantor agrees with Landlord that (i) any action, suit or proceeding of any kind or nature whatsoever (an “Action”) commenced by Landlord against Guarantor to collect Base Rent and Additional Rent, additional Rent and any other rent, sums and charges due under the Lease for any month or months shall not prejudice in any way Landlord’s rights to collect any such amounts due for any subsequent month or months throughout the Lease Term in any subsequent Action, (ii) Landlord may, at its option, without prior notice or demand, join Guarantor in any Action against Tenant in connection with or based upon either or both of the Lease and any of the Obligations, (iii) Landlord may seek and obtain recovery against Guarantor in an Action (to the extent related to or based upon either or both of the Lease and any of the Obligations) against Tenant or in any independent Action (to the extent related to or based upon either or both of the Lease and any of the Obligations) against Guarantor without Landlord first asserting, prosecuting, or exhausting any remedy or claim against Tenant or against any security of Tenant held by Landlord under the Lease, (iv) Landlord may (but shall not be required to) exercise its rights against each of Guarantor and Tenant concurrently, and (ivv) Guarantor will be conclusively bound by a final non-appealable judgment entered by a court of competent jurisdiction in any Action (to the extent related to or based upon either or both of the Lease and any of the Obligations) in favor of Landlord against Tenant, as if Guarantor were a party to such Action, irrespective of whether or not Guarantor is entered as a party or participates in such Action. (c) Any default C. Guarantor agrees that, in the event of the rejection or failure disaffirmance of the Lease by the Tenant or Tenant’s trustee in bankruptcy, pursuant to bankruptcy law or any other law affecting creditors’ rights, Guarantor to perform any will, if Landlord so requests, assume all obligations and liabilities of its Obligations under this Guaranty shall be deemed an immediate Default under the Lease; provided, however, that if the basis for the occurrence of a default under this Guaranty is the occurrence of a default by Tenant under the Lease, then to the default under this Guaranty same extent as if Guarantor was a party to such document and there had been no such rejection or disaffirmance, and Guarantor will confirm such assumption, in writing, at the request of Landlord upon or after such rejection or disaffirmance. Guarantor, upon such assumption, shall not constitute a Default have all rights of Tenant under the Lease until any applicable notice and cure period to which the Tenant is entitled under the Lease has expired; provided further, however, that under no circumstances shall this provision be construed to entitle Tenant to multiple notices or cure periods in connection with a given default under the Leasefullest extent permitted by law.

Covenants of Guarantor. (a) Guarantor absolutely, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety: (i) the full and prompt payment of all Base Rent and Additional Rent and all other rent, sums and charges of every type and nature payable by Tenant under the Lease, whether due by acceleration or otherwise, including costs and expenses of collection (collectively, the “Monetary Obligations”), and (ii) the full, timely and complete performance of all covenants, terms, conditions, obligations obligations, indemnities and agreements to be performed by Tenant under the Lease, including any indemnities or other obligations of Tenant that survive the expiration or earlier termination of the Lease (all of the obligations described in clauses (i) and (ii), collectively, are collectively referred to herein as the “Obligations”). If a Default occurs Tenant defaults under the Lease, Guarantor will, without notice or demand, promptly pay and perform all of the Obligations, and pay to Landlord, when and as due, all Base Rent and Additional Rent Monetary Obligations payable by Tenant under the Lease, together with all damages, costs and expenses to which Landlord is entitled pursuant to any or all of the Lease, this Guaranty and applicable LawsLegal Requirements. (b) Guarantor agrees with Landlord that (i) any action, suit or proceeding of any kind or nature whatsoever (an “Action”) commenced by Landlord against Guarantor to collect Base Rent and Additional Rent and any other rent, sums and charges due under the Lease for any month or months shall not prejudice in any way Landlord’s rights to collect any such amounts due for any subsequent month or months throughout the Term in any subsequent Action, (ii) Landlord may, at its option, without prior notice or demand, join Guarantor in any Action against Tenant in connection with or based upon either or both of the Lease and any of the Obligations, (iii) Landlord may seek and obtain recovery against Guarantor in an Action against Tenant or in any independent Action against Guarantor without Landlord first asserting, prosecuting, or exhausting any remedy or claim against Tenant or any other guarantor or against any security of Tenant held by Landlord under the Lease, (iv) Landlord may (but shall not be required to) exercise its rights against each of Guarantor and Tenant concurrently, and (ivv) Guarantor will be conclusively bound by a judgment entered in any Action in favor of Landlord against Tenant, as if Guarantor were a party to such Action, irrespective of whether or not Guarantor is entered as a party or participates in such Action. (c) Any default or failure by the Guarantor to perform any of its Obligations under this Guaranty shall be deemed an immediate Event of Default under the Lease; provided, however, that if the basis for the occurrence of a default under this Guaranty is the occurrence of a default by Tenant under the Lease. (d) Guarantor agrees that, then in the default event of the rejection or disaffirmance of the Lease by Tenant or Tenant’s trustee in bankruptcy, pursuant to bankruptcy law or any other law affecting creditors’ rights, Guarantor will, if Landlord so requests, assume all obligations and liabilities of Tenant under this Guaranty the Lease, to the same extent as if Guarantor was a party to such document and there had been no such rejection or disaffirmance; and Guarantor will confirm such assumption, in writing, at the request of Landlord upon or after such rejection or disaffirmance. Guarantor, upon such assumption, shall not constitute a Default have all rights of Tenant under the Lease until to the fullest extent permitted by law. (e) If Landlord proposes to grant a mortgage on, or refinance any applicable notice mortgage encumbering the Premises, Guarantor shall make reasonable efforts to cooperate in the process, and cure period shall permit Landlord and the proposed mortgagee to meet with Guarantor or, if applicable, officers of Guarantor and to discuss Guarantor’s business and finances; provided that so long as no Event of Default has occurred and is continuing such meetings shall not occur more frequently than reasonably necessary, and in any event no more than once per year with respect to any particular loan or financing. On request of Landlord, Guarantor agrees to provide any such prospective mortgagee the information to which the Tenant Landlord is entitled under hereunder, provided that if any such information is not publicly available, such nonpublic information shall be made available on a confidential basis. Guarantor agrees to execute, acknowledge and deliver documents requested by the prospective mortgagee (such as a consent to the financing, without further encumbering Guarantor’s or Tenant’s assets, a consent to a collateral assignment of the Lease has expired; provided furtherand of this Guaranty, howeverestoppel certificate, that under no circumstances shall this provision be construed and a subordination, non-disturbance and attornment agreement), customary for tenants and their guarantors to entitle Tenant to multiple notices or cure periods sign in connection with a given default mortgage loans to landlords, so long as such documents are in form then customary among institutional (including, without limitation, agency) lenders (provided that notwithstanding anything herein to the contrary the same do not (A) impose on Tenant or Guarantor obligations which (i) increase Tenant’s or Guarantor’s monetary obligations under this Lease or the Guaranty, (ii) materially and adversely increase Tenant’s or Guarantor’s non-monetary obligations under this Lease or the Guaranty, (B) diminish Tenant’s or Guarantor’s rights under this Lease or the Guaranty or (C) require any actions that are not allowed under the Leaseterms of the Existing Financings).

Covenants of Guarantor. The Guarantor hereby covenants and agrees with Lender that until all indebtedness guaranteed hereby has been completely repaid, Xxxxxx has no further obligation to make advances under the Credit Agreement and all obligations and undertakings of Borrower under, by reason of, or pursuant to the Note and the Loan Documents have been completely performed: (a) the Guarantor absolutelywill do or cause to be done all things necessary to preserve and keep in full force and effect its legal existence, unconditionally material rights and irrevocably guaranteesfranchises, as applicable, to effect and maintain its foreign qualifications, licensing, domestication or authorization, and to comply in all material respects with all applicable laws and regulations (including, without limitation, environmental laws); (b) the Guarantor will duly pay and discharge, before the same shall become in arrears, all taxes, assessments and other governmental charges imposed upon it and its properties, sales or activities, or upon the income or profits therefrom, as well as claims for labor, material, or supplies which if unpaid might become a primary obligor lien or charge on any of its property; provided that any such tax, assessment, charge or claim need not be paid if the validity or amount thereof shall currently be contested in good faith by appropriate proceedings and if the Guarantor shall have set aside on its books adequate reserves with respect thereto; and provided further that the Guarantor shall pay all such taxes, assessments, charges and claims forthwith upon the commencement of proceedings to foreclose any lien that may have attached as security therefor; (c) the Guarantor will maintain and keep the properties used or deemed by it to be useful in its business in first-class repair, working order and condition in all material respects, and make or cause to be made all necessary and proper repairs thereto and replacements thereof; (d) the Guarantor will maintain with financially sound and reputable insurers, insurance with respect to its properties and business against such casualties and contingencies and in such types and amounts as shall be in accordance with sound business practices for companies in similar business similarly situated; (e) the Guarantor will keep complete, proper and accurate records and books of account in which full, true and correct entries will be made in accordance with generally accepted accounting principles consistent with the preparation of the financial statements heretofore delivered to Lender and will maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, and amortization of its properties, all other contingencies, and all other proper reserves; (f) the Guarantor will not merely create, incur, assume, guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness other than: (i) Indebtedness to Lender arising under any of the Note, the Loan Documents and this Guaranty; (ii) current liabilities of the Guarantor incurred in the ordinary course of business but not incurred through the borrowing of money or the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services; (iii) Indebtedness in respect of taxes, assessments and governmental charges to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of subparagraph (b) of this paragraph; (iv) Indebtedness in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Guarantor shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a surety: stay of execution shall have been obtained pending such appeal or review; and (v) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business. (g) the Guarantor will not create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, negative pledge, charge, restriction or other security interest of any kind upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; or transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority of payment of its general creditors; or acquire, or agree to have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, devise or arrangement; or suffer to exist for a period of more than 30 days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or sell, assign, pledge, encumber or otherwise transfer any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse, or incur or maintain any obligation to any holder of Indebtedness of the Guarantor which prohibits the creation or maintenance of any lien securing the Obligations; provided that the Guarantor may create or incur or suffer to be created or incurred or to exist: (i) liens on properties to secure taxes, assessments and other governmental charges or claims for labor, material or supplies in respect of obligations not overdue; (ii) liens with respect of judgments, awards or indebtedness, the Indebtedness with respect to which is permitted by subparagraph (f)(iv) of this paragraph; (iii) liens in favor of Xxxxxx; and (iv) encumbrances on properties consisting of leases entered into in the ordinary conduct of business of the Guarantor, easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord's or lessor's liens under leases to which the Guarantor is a party, and other minor non-monetary liens or encumbrances none of which interferes materially with the use of the property effected in the ordinary conduct of the business of the Guarantor, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Guarantor; (h) the Guarantor will not become a party to any merger, consolidation or other business combination, or agree to effect any asset acquisition, stock acquisition or other acquisition, except as otherwise permitted in the Credit Agreement; (i) the full and prompt payment Guarantor will not become a party to or agree to or affect any disposition of all Base Rent and Additional Rent and all other rentassets, sums and charges of every type and nature payable by Tenant under except as otherwise permitted in the Lease, and Credit Agreement; and (iij) the full, timely Guarantor will cooperate with Xxxxxx and complete performance of all covenants, terms, conditions, obligations execute such further instruments and agreements documents as Xxxxxx shall reasonably request to be performed carry out to their satisfaction the transactions contemplated by Tenant under the Lease (all of the obligations described in clauses (i) and (ii), collectively, the “Obligations”). If a Default occurs under the Lease, Guarantor will, without notice or demand, promptly pay and perform all of the Obligations, and pay to Landlord, when and as due, all Base Rent and Additional Rent payable by Tenant under the Lease, together with all damages, costs and expenses to which Landlord is entitled pursuant to any or all of the Lease, this Guaranty and applicable Lawsthe other Loan Documents. (b) Guarantor agrees with Landlord that (i) any action, suit or proceeding of any kind or nature whatsoever (an “Action”) commenced by Landlord against Guarantor to collect Base Rent and Additional Rent and any other rent, sums and charges due under the Lease for any month or months shall not prejudice in any way Landlord’s rights to collect any such amounts due for any subsequent month or months throughout the Term in any subsequent Action, (ii) Landlord may, at its option, without prior notice or demand, join Guarantor in any Action against Tenant in connection with or based upon either or both of the Lease and any of the Obligations, (iii) Landlord may seek and obtain recovery against Guarantor in an Action against Tenant or in any independent Action against Guarantor without Landlord first asserting, prosecuting, or exhausting any remedy or claim against Tenant or against any security of Tenant held by Landlord under the Lease, and (iv) Guarantor will be conclusively bound by a judgment entered in any Action in favor of Landlord against Tenant, as if Guarantor were a party to such Action, irrespective of whether or not Guarantor is entered as a party or participates in such Action. (c) Any default or failure by the Guarantor to perform any of its Obligations under this Guaranty shall be deemed an immediate Default under the Lease; provided, however, that if the basis for the occurrence of a default under this Guaranty is the occurrence of a default by Tenant under the Lease, then the default under this Guaranty shall not constitute a Default under the Lease until any applicable notice and cure period to which the Tenant is entitled under the Lease has expired; provided further, however, that under no circumstances shall this provision be construed to entitle Tenant to multiple notices or cure periods in connection with a given default under the Lease.

Covenants of Guarantor. Guarantor hereby covenants and agrees as follows: (a) Guarantor absolutely, unconditionally will use commercially reasonable efforts to defend the Collateral against all claims and irrevocably guarantees, as a primary obligor and not merely as a surety: (i) the full and prompt payment demands of all Base Rent and Additional Rent and all other rent, sums and charges of every type and nature payable by Tenant under the Leasepersons at any time claiming any interest therein, and (ii) will keep the fullCollateral free from any adverse lien, timely and complete performance of all covenantssecurity interest or encumbrance, terms, conditions, obligations and agreements to be performed by Tenant under the Lease (all of the obligations described in clauses (i) and (ii), collectively, the “Obligations”). If a Default occurs under the Lease, Guarantor will, without notice or demand, promptly pay and perform all of the Obligations, and pay to Landlord, when and as due, all Base Rent and Additional Rent payable by Tenant under the Lease, together with all damages, costs and expenses to which Landlord is entitled pursuant to any or all of the Lease, this Guaranty and applicable Lawsexcept for Permitted Liens. (b) Guarantor agrees will provide Kreos, at least thirty (30) business days prior to occurrence, with Landlord that written notice of (i) any actionchange in the chief executive office of Guarantor, suit or proceeding of any kind or nature whatsoever (an “Action”) commenced by Landlord against Guarantor to collect Base Rent and Additional Rent and any other rent, sums and charges due under the Lease for any month or months shall not prejudice in any way Landlord’s rights to collect any such amounts due for any subsequent month or months throughout the Term in any subsequent Action, (ii) Landlord may, the movement or location of any material Collateral to or at its option, without prior notice or demand, join Guarantor any address other than as set forth in any Action against Tenant in connection with or based upon either or both of the Lease and any of the Obligations, (iii) Landlord may seek and obtain recovery against Guarantor in an Action against Tenant or in any independent Action against Guarantor without Landlord first asserting, prosecuting, or exhausting any remedy or claim against Tenant or against any security of Tenant held by Landlord under the Lease, and (iv) Guarantor will be conclusively bound by a judgment entered in any Action in favor of Landlord against Tenant, as if Guarantor were a party to such Action, irrespective of whether or not Guarantor is entered as a party or participates in such Action.Exhibit B. (c) Any default or failure by Guarantor will promptly pay any and all material taxes, assessments and governmental charges upon the Guarantor Collateral prior to perform any of its Obligations under this Guaranty the date penalties are attached thereto, except to the extent that such taxes, assessments and charges shall be deemed contested in good faith by Guarantor and reserves in accordance with generally accepted accounting principles in the United States as in effect from time to time (“GAAP”) have been set aside therefor. (d) Guarantor will promptly notify Kreos of any event (which shall not include a change in general economic conditions) causing a substantial loss or diminution in the value of all or any material part of the Collateral and the amount or an immediate Default estimate of the amount of such loss or diminution. (e) Guarantor will have and maintain at all times with respect to the Collateral such insurance coverage as a prudent business person would maintain under similar circumstances. (f) Guarantor will not sell or offer to sell or otherwise assign, transfer or dispose of the LeaseCollateral or any interest therein, without the prior written consent of Kreos; provided, however, that Guarantor may grant liens under clauses (c) and (d) of the definition of Permitted Liens. For the avoidance of doubt, Guarantor may sell its inventory, if any, and other assets including payments of cash in the basis ordinary course of its business and may sell other assets outside the ordinary course of business not consisting of Collateral (g) Guarantor will not knowingly use the Collateral in violation of any statute or ordinance. (h) Guarantor will not change its name, jurisdiction of organization, identity or structure, without thirty (30) days prior written notice to Kreos and the delivery to Kreos by Guarantor of all documents and instruments necessary for Kreos to continue its perfected security interest in the occurrence Collateral, the form and substance of a default under this Guaranty is the occurrence which documents and instruments shall be acceptable to Kreos in Kreos’s reasonable discretion. (i) Guarantor will perform and observe, or cause to be performed and observed, all of a default by Tenant Guarantor’s obligations under the LeaseConstituent Documents, then and will not, without the default under this Guaranty prior written consent of Kreos, amend or modify the Constituent Documents in any material adverse way to Kreos. (j) Guarantor will keep its records concerning the Collateral, at Guarantor’s executive office as shown on Exhibit B, or at such other place or places of business as Kreos may approve in writing, such approval not to be unreasonably withheld, conditioned or delayed. Guarantor will hold and preserve such records and chattel paper and will permit representatives of Kreos at any time during normal business hours following reasonable notice to examine and inspect the Collateral and to make abstracts from such records and chattel paper, and will furnish to Kreos such information and reports regarding the Collateral and the Account Debtors as Kreos may from time to time reasonably request, provided that Kreos, in conducting any such inspection, shall not constitute a Default under unreasonably interfere with the Lease until operation of Guarantor’s business. (k) Guarantor shall at any time and from time to time, whether or not Article 9 is in effect in any particular jurisdiction, take such steps as Kreos may reasonably request for Kreos (i) to obtain an acknowledgement, in form and substance reasonably satisfactory to Kreos, of any bailee having possession of any of the Collateral that the bailee holds such Collateral for Kreos, (ii) to obtain “control” of any investment property(as such term is defined in Article 9) with any agreements establishing control to be in form and substance reasonably satisfactory to Kreos, and (iii) otherwise to insure the continued perfection and priority of the Security Interests in any of the Collateral and of the preservation of Kreos’s rights therein. (l) Guarantor shall be in compliance in all material respects with all federal, state and local laws, rules and regulations applicable notice and cure period to which the Tenant is entitled under the Lease has expired; provided further, however, that under no circumstances shall this provision be construed to entitle Tenant to multiple notices or cure periods in connection with a given default under the Leaseit.

Covenants of Guarantor. Guarantor covenants and agrees that, until all of the Guaranteed Obligations are indefeasibly paid in full to Lender, as follows: (a) Guarantor absolutely, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a suretywill furnish or cause to be furnished to Lender: (i) the full financial statements specified in the Loan Agreement, as and prompt payment of all Base Rent and Additional Rent and all other rent, sums and charges of every type and nature payable by Tenant under the Lease, and when required to be furnished to Lender; (ii) the full, timely and complete performance copies of all covenantsincome tax returns of Guarantor and any requests for extensions of filing deadlines, terms, conditions, obligations and agreements to be performed by Tenant under within fifteen (15) days after the Lease (all filing of the obligations described in clauses (i) such returns or requests for extensions; and (ii), collectively, iii) such other financial and other information related to Guarantor and the “Obligations”). If a Default occurs under transactions contemplated by the Lease, Guarantor will, without notice or demand, promptly pay and perform all of the Obligations, and pay Loan Documents as Lender may from time to Landlord, when and as due, all Base Rent and Additional Rent payable by Tenant under the Lease, together with all damages, costs and expenses to which Landlord is entitled pursuant to any or all of the Lease, this Guaranty and applicable Lawstime reasonably request. (b) Guarantor agrees with Landlord that will not make any material change in the nature of its business, and will not sell, mortgage, pledge or otherwise transfer any material portion of its real or personal property, business or other assets for less than fair market value and reasonably equivalent consideration without having first obtained Lender’s prior written consent. (ic) any action, suit or proceeding of any kind or nature whatsoever (an “Action”) commenced by Landlord against Guarantor to collect Base Rent and Additional Rent and any other rent, sums and charges due under the Lease for any month or months shall not prejudice in any way Landlord’s rights to collect any such amounts due for any subsequent month or months throughout the Term in any subsequent Action, (ii) Landlord mayhereby authorizes Lender, at its option, without prior notice or demandto order and obtain, join Guarantor in any Action against Tenant in connection with or based upon either or both from time to time, from a credit reporting agency of the Lease and any of the ObligationsLender’s choice, (iii) Landlord may seek and obtain recovery against Guarantor in an Action against Tenant or in any independent Action against Guarantor without Landlord first asserting, prosecuting, or exhausting any remedy or claim against Tenant or against any security of Tenant held by Landlord under the Lease, and (iv) Guarantor will be conclusively bound by a judgment entered in any Action in favor of Landlord against Tenant, as if Guarantor were a third-party to such Action, irrespective of whether or not Guarantor is entered as a party or participates in such Actioncredit report on Guarantor. (cd) Any default Guarantor shall perform and observe all of the terms, covenants and agreements set forth in the other Loan Documents that are required to be, or failure that Borrower has agreed to cause to be, performed or observed by Guarantor or any affiliate of Guarantor. (e) Guarantor shall cause Borrower to comply with the SPE Covenants set forth in the Mortgage. Guarantor shall furnish promptly to perform any Lender such additional information concerning Guarantor as Lender shall reasonably request from time to time. (g) Each Guarantor shall, on an individual basis, maintain a minimum Tangible Net Worth of its Obligations under this Guaranty shall be deemed an immediate Default under the Lease; provided, however, that if the basis for the occurrence of a default under this Guaranty is the occurrence of a default by Tenant under the Lease, then the default under this Guaranty shall not constitute a Default under the Lease until any applicable notice and cure period to which the Tenant is entitled under the Lease has expired; provided further, however, that under no circumstances shall this provision be construed to entitle Tenant to multiple notices or cure periods in connection with a given default under the Lease$1,000,000.00.

Covenants of Guarantor. (a) Guarantor absolutely, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety: (i) the full and prompt payment of all Base Rent and Additional Rent and all other rent, sums and charges of every type and nature payable by Tenant under the Lease, and (ii) the full, timely and complete performance of all covenants, terms, conditions, obligations and agreements to be performed by Tenant under the Lease (all of the obligations described in clauses (i) and (ii), collectively, the “Obligations”), which Obligations shall not exceed the liabilities and obligations of Tenant under the Lease. If a Default occurs Tenant defaults under the Lease, Guarantor will, without within the notice or demandand cure periods provided in the Lease, promptly pay and perform all of the Obligations, and pay to Landlord, when and as due, all Base Rent and Additional Rent payable by Tenant under the Lease, together with all damages, costs and expenses to which Landlord is entitled pursuant to any or all of the Lease, this Guaranty and applicable Laws. (b) Guarantor agrees with Landlord that (i) any action, suit or proceeding of any kind or nature whatsoever (an “Action”) commenced by Landlord against Guarantor to collect Base Rent and Additional Rent and any other rent, sums and charges due under the Lease for any month or months shall not prejudice in any way Landlord’s rights to collect any such amounts due for any subsequent month or months throughout the Term in any subsequent Action, (ii) Landlord may, at its option, without prior notice or demand, join Guarantor in any Action against Tenant in connection with or based upon either or both of the Lease and any of the Obligations, (iii) Landlord may seek and obtain recovery against Guarantor in an Action against Tenant or in any independent Action against Guarantor without Landlord first asserting, prosecuting, or exhausting any remedy or claim against Tenant or against any security of Tenant held by Landlord under the Lease, and (iv) Guarantor will be conclusively bound by a judgment entered in any Action in favor of Landlord against Tenant, as if Guarantor were a party to such Action, irrespective of whether or not Guarantor is entered as a party or participates in such Action. (c) Any default or failure by the Guarantor to perform any of its Obligations under this Guaranty shall be deemed an immediate Default under the Lease; provided, however, that if the basis for the occurrence of a default under this Guaranty is the occurrence of a default by Tenant under the Lease, then the default under this Guaranty shall not constitute a Default under the Lease until any applicable notice and cure period to which the Tenant is entitled under the Lease has expired; provided further, however, that under no circumstances shall this provision be construed to entitle Tenant to multiple notices or cure periods in connection with a given default under the Lease.

Covenants of Guarantor. (a) 2.1 Guarantor absolutely, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety: (i) the full and prompt payment of all Base Minimum Rent and Additional Rent and all other rent, sums and charges of every type and nature payable by Tenant under the Lease, whether due by acceleration or otherwise, including costs and expenses of collection (collectively, the “Monetary Obligations”), and (ii) the full, timely and complete performance of all covenants, terms, conditions, obligations obligations, indemnities and agreements to be performed by Tenant under the Lease, including any indemnities or other obligations of Tenant that survive the expiration or earlier termination of the Lease (all of the obligations described in clauses (i) and (ii), collectively, are collectively referred to herein as the “Obligations”). If a Default occurs under the Lease, Guarantor will, without notice or demand, promptly pay and perform all of the Obligations, and pay to Landlord, when and as due, all Base Rent and Additional Rent payable by Tenant under the Lease, together with all damages, costs and expenses to which Landlord is entitled pursuant to any or all of the Lease, this Guaranty and applicable Laws. (b) 2.2 Guarantor agrees with Landlord that (i) any action, suit or proceeding of any kind or nature whatsoever (an “Action”) commenced by Landlord against Tenant, Guarantor or any Other Guarantor of the Lease (if any, “Other Guarantor”), to collect Base Rent and Additional Rent and any other rent, sums and charges due under the Lease Monetary Obligations for any month or months shall not prejudice in any way Landlord’s rights to collect any such amounts due for any subsequent month or months throughout the Lease Term in any subsequent ActionAction against Tenant, Guarantor or any Other Guarantor, (ii) Landlord may, at its option, without prior notice or demand, join Guarantor in any Action against Tenant or any Other Guarantor in connection with or based upon either or both of the Lease and any of the Obligations, (iii) Landlord may seek and obtain recovery against Guarantor in an Action against Tenant or any Other Guarantor, or in any independent Action against Guarantor without Landlord first asserting, prosecuting, or exhausting any remedy or claim against Tenant or any Other Guarantor or against any security of Tenant held by Landlord under the Lease, (iv) Landlord may (but shall not be required to) exercise its rights against each of Tenant, Guarantor or any Other Guarantor concurrently, and (ivv) Guarantor will be conclusively bound by a judgment entered in any Action in favor of Landlord against TenantTenant or any Other Guarantor, as if Guarantor were a party to such Action, irrespective of whether or not Guarantor is entered as a party or participates in such Action. (c) 2.3 Any default or failure by the Guarantor to perform any of its Obligations under this Guaranty after expiration of applicable notice and cure periods therefor provided under the Lease shall be deemed an immediate Event of Default under the Lease; provided, however, that if the basis for the occurrence of a default under this Guaranty is the occurrence of a default by Tenant under the Lease. 2.4 Guarantor agrees that, then in the default event of the rejection or disaffirmance of the Lease by Tenant or Tenant’s trustee in bankruptcy, pursuant to bankruptcy law or any other law affecting creditors’ rights, Guarantor will, if Landlord so requests, assume all obligations and liabilities of Tenant under this Guaranty the Lease, to the same extent as if Guarantor was a party to such document and there had been no such rejection or disaffirmance; and Guarantor will confirm such assumption, in writing, at the request of Landlord upon or after such rejection or disaffirmance. Guarantor, upon such assumption, shall not constitute a Default have all rights of Tenant under the Lease until to the fullest extent permitted by law. 2.5 If Landlord proposes to grant a Facility Mortgage on, or refinance any applicable notice Facility Mortgage encumbering the Premises or any portion thereof, Guarantor shall reasonably cooperate in the process at Landlord’s expense, and cure period shall permit Landlord and the proposed Facility Mortgagee to meet with Guarantor or, if applicable, officers of Guarantor at Guarantor’s offices during regular business hours and to discuss Guarantor’s business and finances. On reasonable request of Landlord, Guarantor agrees to provide any such prospective Facility Mortgagee the information to which the Tenant Landlord is entitled hereunder, subject to the confidentiality provisions of Section 16 of the Lease. Guarantor agrees to promptly execute, acknowledge and deliver (and in any event within ten (10) Business Days) documents reasonably requested by the prospective Facility Mortgagee (such as a consent to the financing, without encumbering Guarantor’s or Tenant’s assets, a consent to a collateral assignment of the Lease and of this Guaranty, an estoppel certificate in accordance with Section 11.3 hereof, and a subordination, non-disturbance and attornment agreement), customary for tenants and their guarantors to sign in connection with mortgage loans to landlords (provided, the same do not adversely change Tenant’s rights or obligations under the Lease or adversely change Guarantor’s rights or obligations under this Guaranty). 2.6 Guarantor shall not obtain, guaranty, assume, suffer to exist, be an obligor under or incur any Funded Indebtedness with respect to any Facility (or its operations) (“Permitted Financing”) unless (a) such Permitted Financing relates solely to assets wholly-owned (directly or indirectly) and Controlled (directly or indirectly) by Guarantor, (b) as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 5.10 of the Lease, the Portfolio Coverage Ratio, the Consolidated Guarantor Fixed Charge Coverage Ratio and the Consolidated Guarantor Leverage Ratio, in each case, recomputed on a Pro Forma Basis giving effect to the incurrence of such Permitted Financing, shall be in compliance with the applicable requirements under the financial covenants contained in Section 5.15 of the Lease and Section 10 of this Guaranty, (c) Landlord and the lender or lenders for the Permitted Financing have entered into an intercreditor or other similar agreement governing the relative rights and remedies of each of Landlord and the lender or lenders in form and substance reasonably satisfactory to Landlord and such lender or lenders (such agreement is a “Relative Rights Agreement”), provided that such Relative Rights Agreement shall not be required to be entered into if the Funded Indebtedness (i) has expired; provided furthera principal amount of less than $5,000,000 individually and the aggregate amount of principal for Funded Indebtedness at the time of such incurrence is less than $15,000,000 or (ii) is a Capital Lease, howeverand (d) no Monetary Default or Event of Default exists (or would result therefrom) under the Lease immediately after giving effect to the consummation of any such Permitted Financing. As of the Effective Date, Tenant has entered into that under no circumstances shall this provision be construed certain Term Loan Credit Agreement Agreement by and among Ardent Legacy Holdings, Inc., a Delaware corporation, Ardent Legacy Acquisitions, Inc., a Delaware corporation, AHS Legacy Operations LLC, a Delaware limited liability company, formerly known as AHS Newco 14, LLC, and AHS New Mexico Holdings, Inc., a New Mexico corporation, the subsidiary borrowers and guarantors from time to entitle Tenant time party thereto, the lenders from time to multiple notices or cure periods time party thereto (the “Term Loan Lenders”), Bank of America, N.A. as sole administrative and collateral agent for the Term Loan Lenders and Merrill Lynch, Pierce, Fenner & Smith Incorporated as a lead arranger and bookrunner which provides for a term loan facility in an original principal amount of $250 million, and that certain ABL Credit Agreement by and among Ardent Legacy Holdings, Inc., a Delaware corporation, Ardent Legacy Acquisitions, Inc., a Delaware corporation, AHS Legacy Operations LLC, a Delaware limited liability company, formerly known as AHS Newco 14, LLC, and AHS New Mexico Holdings, Inc., a New Mexico corporation, the subsidiary guarantors from time to time party thereto, the lenders from time to time party thereto (the “ABL Lenders”), Bank of America, N.A. as sole administrative and collateral agent for the ABL Lenders and Merrill Lynch, Pierce, Fenner & Smith Incorporated as a lead arranger and bookrunner which provides for a revolving loan facility in an original principal amount of $100 million (the “Closing Date Credit Agreements”). As of the Effective Date, Landlord hereby acknowledges that (y) the Relative Rights Agreement executed herewith in connection with the Closing Date Credit Agreements satisfies the requirements of this Section 2.6 (it being acknowledged that the same form of Relative Rights Agreement in connection with any future financings or refinancings may not so satisfy the requirements of this Section 2.6 ) and (z) Guarantor has represented to Landlord in a given default under written certification delivered to Landlord on or prior to the LeaseEffective Date that, after giving effect to the Closing Date Credit Agreements, Sections 2.6(a), (b), and (d) of this Guaranty have not been breached.

Covenants of Guarantor. (a) 2.1 Guarantor absolutely, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety: (i) the full and prompt payment of all Base Minimum Rent and Additional Rent and all other rent, sums and charges of every type and nature payable by Tenant under the Lease, whether due by acceleration or otherwise, including costs and expenses of collection (collectively, the “Monetary Obligations”), and (ii) the full, timely and complete performance of all covenants, terms, conditions, obligations obligations, indemnities and agreements to be performed by Tenant under the Lease, including any indemnities or other obligations of Tenant that survive the expiration or earlier termination of the Lease (all of the obligations described in clauses (i) and (ii), collectively, are collectively referred to herein as the “Obligations”). If a Default occurs under the Lease, Guarantor will, without notice or demand, promptly pay and perform all of the Obligations, and pay to Landlord, when and as due, all Base Rent and Additional Rent payable by Tenant under the Lease, together with all damages, costs and expenses to which Landlord is entitled pursuant to any or all of the Lease, this Guaranty and applicable Laws. (b) 2.2 Guarantor agrees with Landlord that (i) any action, suit or proceeding of any kind or nature whatsoever (an “Action”) commenced by Landlord against Tenant, Guarantor or any Other Guarantor of the Lease (if any, “Other Guarantor”), to collect Base Rent and Additional Rent and any other rent, sums and charges due under the Lease Monetary Obligations for any month or months shall not prejudice in any way Landlord’s rights to collect any such amounts due for any subsequent month or months throughout the Lease Term in any subsequent ActionAction against Tenant, Guarantor or any Other Guarantor, (ii) Landlord may, at its option, without prior notice or demand, join Guarantor in any Action against Tenant or any Other Guarantor in connection with or based upon either or both of the Lease and any of the Obligations, (iii) Landlord may seek and obtain recovery against Guarantor in an Action against Tenant or any Other Guarantor, or in any independent Action against Guarantor without Landlord first asserting, prosecuting, or exhausting any remedy or claim against Tenant or any Other Guarantor or against any security of Tenant held by Landlord under the Lease, (iv) Landlord may (but shall not be required to) exercise its rights against each of Tenant, Guarantor or any Other Guarantor concurrently, and (ivv) Guarantor will be conclusively bound by a judgment entered in any Action in favor of Landlord against TenantTenant or any Other Guarantor, as if Guarantor were a party to such Action, irrespective of whether or not Guarantor is entered as a party or participates in such Action. (c) 2.3 Any default or failure by the Guarantor to perform any of its Obligations under this Guaranty after expiration of applicable notice and cure periods therefor provided under the Lease shall be deemed an immediate Event of Default under the Lease; provided, however, that if the basis for the occurrence of a default under this Guaranty is the occurrence of a default by Tenant under the Lease. 2.4 Guarantor agrees that, then in the default event of the rejection or disaffirmance of the Lease by Tenant or Tenant’s trustee in bankruptcy, pursuant to bankruptcy law or any other law affecting creditors’ rights, Guarantor will, if Landlord so requests, assume all obligations and liabilities of Tenant under this Guaranty the Lease, to the same extent as if Guarantor was a party to such document and there had been no such rejection or disaffirmance; and Guarantor will confirm such assumption, in writing, at the request of Landlord upon or after such rejection or disaffirmance. Guarantor, upon such assumption, shall not constitute a Default have all rights of Tenant under the Lease until to the fullest extent permitted by law. 2.5 If Landlord proposes to grant a Facility Mortgage on, or refinance any applicable notice Facility Mortgage encumbering the Premises or any portion thereof, Guarantor shall reasonably cooperate in the process at Landlord’s expense, and cure period shall permit Landlord and the proposed Facility Mortgagee to meet with Guarantor or, if applicable, officers of Guarantor at Guarantor’s offices during regular business hours and to discuss Guarantor’s business and finances. On reasonable request of Landlord, Guarantor agrees to provide any such prospective Facility Mortgagee the information to which the Tenant Landlord is entitled hereunder, subject to the confidentiality provisions of Section 16 of the Lease. Guarantor agrees to promptly execute, acknowledge and deliver (and in any event within ten (10) Business Days) documents reasonably requested by the prospective Facility Mortgagee (such as a consent to the financing, without encumbering Guarantor’s or Tenant’s assets, a consent to a collateral assignment of the Lease and of this Guaranty, an estoppel certificate in accordance with Section 11.3 hereof, and a subordination, non-disturbance and attornment agreement), customary for tenants and their guarantors to sign in connection with mortgage loans to landlords (provided, the same do not adversely change Tenant’s rights or obligations under the Lease or adversely change Guarantor’s rights or obligations under this Guaranty). 2.6 Guarantor shall not obtain, guaranty, assume, suffer to exist, be an obligor under or incur any Funded Indebtedness with respect to any Facility (or its operations) (“Permitted Financing”) unless (a) such Permitted Financing relates solely to assets wholly-owned (directly or indirectly) and Controlled (directly or indirectly) by Guarantor, (b) as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 5.10 of the Lease, the Portfolio Coverage Ratio, the Consolidated Guarantor Fixed Charge Coverage Ratio and the Consolidated Guarantor Leverage Ratio, in each case, recomputed on a Pro Forma Basis giving effect to the incurrence of such Permitted Financing, shall be in compliance with the applicable requirements under the financial covenants contained in Section 5.15 of the Lease and Section 10 of this Guaranty, (c) Landlord and the lender or lenders for the Permitted Financing have entered into an intercreditor or other similar agreement governing the relative rights and remedies of each of Landlord and the lender or lenders in form and substance reasonably satisfactory to Landlord and such lender or lenders (such agreement is a “Relative Rights Agreement”), provided that such Relative Rights Agreement shall not be required to be entered into if the Funded Indebtedness (i) has expired; provided furthera principal amount of less than $5,000,000 individually and the aggregate amount of principal for Funded Indebtedness at the time of such incurrence is less than $15,000,000 or (ii) is a Capital Lease, howeverand (d) no Monetary Default or Event of Default exists (or would result therefrom) under the Lease immediately after giving effect to the consummation of any such Permitted Financing. As of the Effective Date, Tenant has entered into that under no circumstances shall this provision be construed certain Term Loan Credit Agreement Agreement by and among Ardent Legacy Holdings, Inc., a Delaware corporation, Ardent Legacy Acquisitions, Inc., a Delaware corporation, AHS Legacy Operations LLC, a Delaware limited liability company, formerly known as AHS Newco 14, LLC, and AHS New Mexico Holdings, Inc., a New Mexico corporation, the subsidiary borrowers and guarantors from time to entitle Tenant time party thereto, the lenders from time to multiple notices or cure periods time party thereto (the “Term Loan Lenders”), Bank of America, N.A. as sole administrative and collateral agent for the Term Loan Lenders and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated as a lead arranger and bookrunner which provides for a term loan facility in an original principal amount of $250 million, and that certain ABL Credit Agreement by and among Ardent Legacy Holdings, Inc., a Delaware corporation, Ardent Legacy Acquisitions, Inc., a Delaware corporation, AHS Legacy Operations LLC, a Delaware limited liability company, formerly known as AHS Newco 14, LLC, and AHS New Mexico Holdings, Inc., a New Mexico corporation, the subsidiary guarantors from time to time party thereto, the lenders from time to time party thereto (the “ABL Lenders”), Bank of America, N.A. as sole administrative and collateral agent for the ABL Lenders and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated as a lead arranger and bookrunner which provides for a revolving loan facility in an original principal amount of $100 million (the “Closing Date Credit Agreements”). As of the Effective Date, Landlord hereby acknowledges that (y) the Relative Rights Agreement executed herewith in connection with the Closing Date Credit Agreements satisfies the requirements of this Section 2.6 (it being acknowledged that the same form of Relative Rights Agreement in connection with any future financings or refinancings may not so satisfy the requirements of this Section 2.6 ) and (z) Guarantor has represented to Landlord in a given default under written certification delivered to Landlord on or prior to the LeaseEffective Date that, after giving effect to the Closing Date Credit Agreements, Sections 2.6(a), (b), and (d) of this Guaranty have not been breached.

Covenants of Guarantor. (a) A. Guarantor absolutely, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety: (i) the full and prompt payment of all Base Rent and Additional Rent, additional Rent and all other rent, sums and charges of every type and nature payable by Tenant under the Lease, whether due by acceleration or otherwise, including out of pocket costs and expenses of collection (collectively, the “Monetary Obligations”), and (ii) the full, timely and complete performance of all covenants, terms, conditions, obligations obligations, indemnities and agreements to be performed by Tenant under the Lease, including any indemnities or other obligations of Tenant that survive the expiration or earlier termination of the Lease (all of the obligations described in clauses (i) and (ii), collectively, ) are collectively referred to herein as the “Obligations”). If a Default occurs Tenant defaults under the Lease (subject to any applicable grace periods set forth in the Lease), Guarantor will, without notice or demand, will promptly pay and perform all of the Obligations, Obligations and pay to Landlord, when and as due, all Base Rent and Additional Rent Monetary Obligations payable by Tenant Xxxxxx then due under the Lease, together with all damages, damages and out of pocket costs and expenses to which Landlord is entitled pursuant to any or all of the Lease, Lease and this Guaranty and applicable LawsGuaranty. (b) B. Guarantor agrees with Landlord that (i) any action, suit or proceeding of any kind or nature whatsoever (an “Action”) commenced by Landlord against Guarantor to collect Base Rent and Additional Rent, additional Rent and any other rent, sums and charges due under the Lease for any month or months shall not prejudice in any way Landlord’s rights to collect any such amounts due for any subsequent month or months throughout the Lease Term in any subsequent Action, (ii) Landlord may, at its option, without prior notice or demand, join Guarantor in any Action against Tenant in connection with or based upon either or both of the Lease and any of the Obligations, (iii) Landlord may seek and obtain recovery against Guarantor in an Action (to the extent related to or based upon either or both of the Lease and any of the Obligations) against Tenant or in any independent Action (to the extent related to or based upon either or both of the Lease and any of the Obligations) against Guarantor without Landlord first asserting, prosecuting, or exhausting any remedy or claim against Tenant or against any security of Tenant held by Landlord under the Lease, (iv) Landlord may (but shall not be required to) exercise its rights against each of Guarantor and Tenant concurrently, and (ivv) Guarantor will be conclusively bound by a final non-appealable judgment entered by a court of competent jurisdiction in any Action (to the extent related to or based upon either or both of the Lease and any of the Obligations) in favor of Landlord against Tenant, as if Guarantor were a party to such Action, irrespective of whether or not Guarantor is entered as a party or participates in such Action. (c) Any default X. Xxxxxxxxx agrees that, in the event of the rejection or failure disaffirmance of the Lease by the Tenant or Tenant’s trustee in bankruptcy, pursuant to bankruptcy law or any other law affecting creditors’ rights, Guarantor to perform any will, if Landlord so requests, assume all obligations and liabilities of its Obligations under this Guaranty shall be deemed an immediate Default under the Lease; provided, however, that if the basis for the occurrence of a default under this Guaranty is the occurrence of a default by Tenant under the Lease, then to the default under this Guaranty same extent as if Guarantor was a party to such document and there had been no such rejection or disaffirmance, and Guarantor will confirm such assumption, in writing, at the request of Landlord upon or after such rejection or disaffirmance. Guarantor, upon such assumption, shall not constitute a Default have all rights of Tenant under the Lease until any applicable notice and cure period to which the Tenant is entitled under the Lease has expired; provided further, however, that under no circumstances shall this provision be construed to entitle Tenant to multiple notices or cure periods in connection with a given default under the Leasefullest extent permitted by law.

Covenants of Guarantor. (a) Guarantor absolutely, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety: (i) the full and prompt payment of all Base Fixed Annual Rent and Additional Rent and all other rent, sums and charges of every type and nature payable by Tenant under the Lease, and (ii) the full, full and timely and complete performance of all covenants, terms, conditions, obligations and agreements to be performed by Tenant under the Lease (all of the obligations described in clauses (i) and (ii), collectively, the “Obligations”). If a Default occurs default shall occur under the Lease and be continuing beyond any applicable notice, grace or cure periods thereunder (subject, in the event of any disputes between Landlord and Tenant, to the resolution thereof pursuant to the terms of the Lease), Guarantor will, without notice or upon demand, promptly pay and perform all of the Obligations, and pay to Landlord, Landlord when and as due, due all Base Fixed Annual Rent and Additional Rent payable by Tenant under the Lease, together with all damages, costs and expenses to which Landlord is entitled pursuant to any or all of the Lease, this Guaranty and applicable Laws. (b) Guarantor agrees with Landlord that (i) any action, suit or proceeding of any kind or nature whatsoever (an “Action”) commenced by Landlord against Guarantor to collect Base Fixed Annual Rent and Additional Rent and any other rent, sums and charges due under the Lease for any month or months shall not prejudice in any way Landlord’s rights to collect any such amounts due for any subsequent month or months throughout the Term in any subsequent Action, (ii) Landlord may, at its option, without prior notice, upon demand (other than any notice or demanddemand required by Applicable Laws), join Guarantor in any Action against Tenant in connection with or based upon either or both of the Lease and or any of the Obligations, (iii) Landlord may seek and obtain recovery against Guarantor in an Action against Tenant in which Guarantor is joined as a party or in any independent Action against Guarantor without Landlord first asserting, prosecuting, or exhausting any remedy or claim against Tenant or against any security of Tenant held by Landlord under the Lease, and (iv) Guarantor will be conclusively bound in any jurisdiction by a judgment entered in any Action in favor of by Landlord against Tenant, as if Guarantor were a party to such Action, irrespective of whether or not even though Guarantor is entered not joined as a party or participates in such Action. (c) Any default or failure by the Guarantor to perform any of its Obligations under this Guaranty shall be deemed an immediate Default under the Lease; provided, however, that if the basis for the occurrence of a default under this Guaranty is the occurrence of a default by Tenant under the Lease, then the default under this Guaranty shall not constitute a Default under the Lease until any applicable notice and cure period to which the Tenant is entitled under the Lease has expired; provided further, however, that under no circumstances shall this provision be construed to entitle Tenant to multiple notices or cure periods in connection with a given default under the Lease.

Covenants of Guarantor. (a) Guarantor absolutely, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety: (i) the full and prompt payment of all Base Rent and Additional Rent and all other rent, sums and charges of every type and nature payable by Tenant under the Lease, and (ii) the full, timely and complete performance of all covenants, terms, conditions, obligations and agreements to be performed by Tenant under the Lease (all of the obligations described in clauses (i) and (ii), collectively, the “Obligations”), which Obligations shall not exceed the liabilities and obligations of Tenant under the Lease. If a Default occurs Tenant defaults under the Lease, Guarantor will, without within the notice or demandand cure periods provided in the Lease, promptly pay and perform all of the Obligations, and pay to Landlord, when and as due, all Base Rent and Additional Rent payable by Tenant under the Lease, together with all damages, costs and expenses to which Landlord is entitled pursuant to any or all of the Lease, this Guaranty and applicable Laws. (b) . Guarantor agrees with Landlord that (i) any action, suit or proceeding of any kind or nature whatsoever (an “Action”) commenced by Landlord against Guarantor to collect Base Rent and Additional Rent and any other rent, sums and charges due under the Lease for any month or months shall not prejudice in any way Landlord’s rights to collect any such amounts due for any subsequent month or months throughout the Term in any subsequent Action, (ii) Landlord may, at its option, without prior notice or demand, join Guarantor in any Action against Tenant in connection with or based upon either or both of the Lease and any of the Obligations, (iii) Landlord may seek and obtain recovery against Guarantor in an Action against Tenant or in any independent Action against Guarantor without Landlord first asserting, prosecuting, or exhausting any remedy or claim against Tenant or against any security of Tenant held by Landlord under the Lease, and (iv) Guarantor will be conclusively bound by a judgment entered in any Action in favor of Landlord against Tenant, as if Guarantor were a party to such Action, irrespective of whether or not Guarantor is entered as a party or participates in such Action. (c) . Any default or failure by the Guarantor to perform any of its Obligations under this Guaranty shall be deemed an immediate Default under the Lease; provided, however, that if the basis for the occurrence of a default under this Guaranty is the occurrence of a default by Tenant under the Lease, then the default under this Guaranty shall not constitute a Default under the Lease until any applicable notice and cure period to which the Tenant is entitled under the Lease has expired; provided further, however, that under no circumstances shall this provision be construed to entitle Tenant to multiple notices or cure periods in connection with a given default under the Lease.

Covenants of Guarantor. Each Guarantor hereby covenants and agrees that: (a) Guarantor absolutely, unconditionally and irrevocably guarantees, as a primary obligor unconditionally, that the Loan and not merely as a surety: (i) the full and prompt payment other obligations of all Base Rent and Additional Rent and all other rent, sums and charges of every type and nature payable by Tenant Borrower under the Lease, Loan Documents will be paid and (ii) the full, timely and complete performance of all covenants, performed in accordance with their terms, conditions, obligations and agreements to be performed by Tenant under the Lease (all promptly upon demand of the obligations described in clauses (i) and (ii), collectively, the “Obligations”). If a Default occurs under the Lease, Guarantor will, without notice or demand, promptly pay and perform all of the Obligations, and pay to Landlord, when and as due, all Base Rent and Additional Rent payable by Tenant under the Lease, together with all damages, costs and expenses to which Landlord is entitled pursuant to any or all of the Lease, this Guaranty and applicable LawsLender. (b) Guarantor agrees with Landlord that (i) any action, suit or proceeding of any kind or nature whatsoever (an “Action”) commenced by Landlord against Guarantor shall cause the Borrower to collect Base Rent fully perform and Additional Rent and any other rent, sums and charges due under the Lease for any month or months shall not prejudice in any way Landlord’s rights to collect any such amounts due for any subsequent month or months throughout the Term in any subsequent Action, (ii) Landlord may, at its option, without prior notice or demand, join Guarantor in any Action against Tenant in connection with or based upon either or both observe all of the Lease covenants, agreements and any obligations of the Obligations, (iii) Landlord may seek and obtain recovery against Guarantor in an Action against Tenant or in any independent Action against Guarantor without Landlord first asserting, prosecuting, or exhausting any remedy or claim against Tenant or against any security Borrower under each of Tenant held by Landlord under the Lease, and (iv) Guarantor will be conclusively bound by a judgment entered in any Action in favor of Landlord against Tenant, as if Guarantor were a party to such Action, irrespective of whether or not Guarantor is entered as a party or participates in such ActionLoan Documents. (c) Any default If Guarantor shall receive any monies, by reason of the exercise of any rights of subrogation or failure by contribution, prior to the Guarantor to perform any payment in full and performance of its the Obligations contained herein and under this Guaranty the Loan Documents, such amounts shall be deemed an immediate Default paid by such Guarantor directly to the Lender. (d) If Borrower is now or shall hereafter become indebted to Guarantor, the amount of each sum and such indebtedness shall at all times be subordinate, as to lien, time of payment and in all other respects to the amounts owing to the Lender under the Lease; providedLoan Documents, however, that if the basis for the occurrence of a default under this Guaranty is the occurrence of a default by Tenant under the Lease, then the default under this Guaranty and Guarantor shall not constitute a Default under be entitled to enforce or receive payment thereof until all sums owing to the Lease until any applicable notice and cure period to which the Tenant Lender have been paid. Nothing herein contained is entitled under the Lease has expired; provided further, however, that under no circumstances intended or shall this provision be construed to entitle Tenant to multiple notices give Guarantor any right of subrogation in or cure periods in connection with a given default under the LeaseNote, or any right to participate in any way therein, notwithstanding any payments made by Guarantor under the Guaranty. The obligations of the Guarantor hereunder shall continue in full force and effect until the obligations and all obligations of the Borrower shall have been fully paid and performed. (e) At all times during the term of this Guaranty, Guarantor shall operate and maintain its assets and properties in a reasonable manner and keep their property in good repair, and shall not despoil their assets. (f) Guarantor shall promptly notify Lender of any material and adverse changes in Guarantor's financial condition during the period of time that the Loan remains outstanding. (g) Guarantor shall promptly notify Lender of any litigations, actions, proceedings, claims or investigations, pending or threatened against Guarantor, that may materially and adversely affect the financial condition of Guarantor.

Covenants of Guarantor. (a) a. Guarantor absolutely, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety: (i) the full and prompt payment of all Base Rent base rental and Additional Rent additional rent and all other rent, sums and charges of every type (including, without limitation, Landlord’s attorneys’ fees, disbursements and nature court costs) payable by Tenant under the Lease, and (ii) the full, timely and complete performance of all covenants, terms, conditions, obligations and agreements to be performed by Tenant under the Lease (all of the obligations described in clauses (i) and (ii), collectively, the “Obligations”). If a Default occurs Tenant shall default under the Lease, Guarantor willmay, without notice or demand, promptly pay to Landlord when due all base rental and perform all of the Obligations, and pay to Landlord, when and as due, all Base Rent and Additional Rent additional rent payable by Tenant under the Lease, together with all damages, costs and expenses (including, without limitation, Landlord’s attorneys’ fees, disbursements and court costs) to which Landlord is entitled pursuant to any or all of the Lease, this Guaranty and applicable Lawshereunder or by law. (b) b. Guarantor agrees with Landlord that (i) any action, suit or proceeding of any kind or nature whatsoever (an “Action”) commenced by Landlord against Guarantor to collect Base Rent base rental and Additional Rent additional rent and any other rent, sums and charges due under the Lease for any month or months shall not prejudice in any way Landlord’s rights to collect any such amounts due for any subsequent month or months throughout the Term in any subsequent Action, (ii) Landlord may, at its option, without prior notice to or demanddemand of Guarantor under this Guaranty or otherwise, join Guarantor in any Action against Tenant in connection with or based upon either or both of the Lease and or any of the Obligations, Obligations and (iii) Landlord may seek and obtain recovery against Guarantor in an Action against Tenant or in any independent Action against Guarantor without Landlord first asserting, prosecuting, or exhausting any remedy or claim against Tenant or against any security of Tenant held by Landlord under the LeaseLease or of any security held by Landlord under this Guaranty. c. If Guarantor defaults in the payment of any of the Obligations, and (iv) Guarantor will be conclusively bound by a judgment entered in any Action in favor also pay to Landlord all of Landlord against Tenant, as if Guarantor were a party to such Action, irrespective the costs and expenses of whether collection or not Guarantor is entered as a party or participates in such Action. (c) Any default or failure by the Guarantor to perform of otherwise enforcing any of its Obligations Landlord’s rights under this Guaranty shall be deemed an immediate Default under the Lease; providedGuaranty, howeverincluding attorneys’ fees, that if the basis for the occurrence of a default under this Guaranty is the occurrence of a default by Tenant under the Lease, then the default under this Guaranty shall not constitute a Default under the Lease until any applicable notice disbursements and cure period to which the Tenant is entitled under the Lease has expired; provided further, however, that under no circumstances shall this provision be construed to entitle Tenant to multiple notices or cure periods in connection with a given default under the Leasecourt costs.

Covenants of Guarantor. (a) Guarantor absolutely, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety: (i) the full and prompt payment of all Base Rent and Additional Rent Rental and all other rent, sums and charges of every type and nature payable by Tenant Lessee under the Lease, whether due by acceleration or otherwise, including costs and expenses of collection and (ii) the full, timely and complete performance of all covenants, terms, conditions, obligations obligations, indemnities and agreements to be performed by Tenant Lessee under the Lease, including any indemnities or other obligations of Lessee that survive the expiration or earlier termination of the Lease (all of the obligations described in clauses (i) and (ii), collectively, are collectively referred to herein as the “Obligations”). If a Default occurs Lessee defaults under the this Lease, Guarantor will, without after notice or demandthereof from Lessor to Guarantor pursuant to Section 7 hereof, promptly pay and perform all of the outstanding Obligations, and pay to Landlord, when and as due, all Base Rent and Additional Rent payable by Tenant under the Lease, together with all damages, costs and expenses to which Landlord Lessor is entitled pursuant to any or all of the Lease, Lease and this Guaranty and applicable LawsGuaranty. (b) Guarantor agrees with Landlord Lessor that (i) any action, suit or proceeding of any kind or nature whatsoever (an “Action”) commenced by Landlord Lessor against Guarantor or Lessee to collect Base Rent and Additional Rent Rental and any other rent, sums and charges due under the Lease for any month or months shall not prejudice in any way LandlordLessor’s rights to collect any such amounts due for any subsequent month or months throughout the Term in any subsequent Action, (ii) Landlord Lessor may, at its option, without prior notice or demand, join Guarantor Guarantor, in any Action against Tenant Lessee in connection with or based upon either or both of the Lease and any of the Obligations, (iii) Landlord Lessor may seek and obtain recovery against Guarantor in an Action against Tenant Lessee or in any independent Action against Guarantor without Landlord Lessor first asserting, prosecuting, or exhausting any remedy or claim against Tenant or Lessee, (iv) Lessor may (but shall not be required to) exercise its rights against any security each of Tenant held by Landlord under the LeaseGuarantor and Lessee concurrently, and (ivv) Guarantor will be conclusively bound by a judgment entered in any Action in favor of Landlord Lessor against Tenant, Lessee as if Guarantor were a party to such Action, irrespective of whether or not Guarantor is entered as a party or participates in such Action. (c) Any default Guarantor agrees that, in the event of the rejection or failure disaffirmance of the Lease by the Lessee or Lessee’s trustee in bankruptcy, pursuant to state or federal creditors’ proceedings, receivership, bankruptcy or other proceeding pursuant to any other law affecting creditors’ rights (individually or collectively, a “Bankruptcy Event”), Guarantor to perform any will, if Lessor so requests, assume all obligations and liabilities of its Obligations under this Guaranty shall be deemed an immediate Default under the Lease; provided, however, that if the basis for the occurrence of a default under this Guaranty is the occurrence of a default by Tenant Lessee under the Lease, then to the default under this Guaranty same extent as if Guarantor was a party to such document and there had been no such rejection or disaffirmance; and Guarantor will confirm such assumption, in writing, at the request of Lessor upon or after such rejection or disaffirmance. Guarantor, upon such assumption, shall not constitute a Default have all rights of Lessee under the Lease until any applicable notice to the fullest extent permitted by law, and cure period shall be entitled to which a new lease on all of the Tenant is entitled under terms and conditions of the Lease has expired; provided further, however, that under no circumstances shall this provision be construed with respect to entitle Tenant the unexpired portion of the Lease (to multiple notices or cure periods in connection with a given default under the Leaseextent permitted by law).

Covenants of Guarantor. (a) 30.1. Guarantor absolutely, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety: (isurety:(i) the full and prompt payment of all Base Rent and Additional Rent AdditionalRent and all other rent, sums and charges of every type and nature payable by Tenant under the Lease, and (ii) the ii)the full, timely and complete performance of all covenants, terms, conditions, obligations and agreements to be performed by Tenant under the Lease (all of the obligations described in clauses (i) and i)and (ii), collectively, the “"Obligations”"). If a Default occurs Tenant defaults under the Lease and such default continues after delivery of any required notice and the expiration of any cure period, as are imposed under the Lease, Guarantor will, without notice or demanddemand (subject to Tenants applicable grace periods set forth in the Lease), promptly pay and perform all of the Obligations, ,and pay to Landlord, when and as due, all Base Rent and Additional Rent payable by Tenant under the Lease, together with all damagesproven damage s, costs and expenses to which Landlord is entitled pursuant to any or all of the Lease, this Guaranty and applicable Laws. (b) 30.2. Guarantor agrees with Landlord that (i) any action, suit or proceeding of any kind or nature whatsoever (an “"Action”") commenced by Landlord against Guarantor to collect Base Rent and Rentand Additional Rent and any other rent, sums and charges due under the Lease for any month or months shall not prejudice in any way anyway Landlord’s 's rights to collect any such amounts due for any subsequent month or months throughout the Term in any inany subsequent Action, (ii) Landlord may, at its option, without prior notice or demand, join Guarantor in any Action against Tenant in connection with or based upon either or both of the Lease and any of the Obligations, (iii) Landlord may seek and obtain recovery against Guarantor in an inan Action against Tenant or in any independent Action against Guarantor without Landlord first asserting, prosecuting, or exhausting any remedy or claim against Tenant or against any security of Tenant held by Landlord under the Lease, and (iv) Guarantor will be conclusively bound by a judgment entered in any Action in favor of Landlord against Tenant, ,as if Guarantor were a party to such Action, irrespective of whether or not Guarantor notGuarantor is entered as a party or participates in such Action. (c) 30.3. Any default or failure by the Guarantor to perform any of its Obligations under this Guaranty thisGuaranty shall be deemed an immediate Default under the Lease; provided, however, that if the basis for the occurrence of a default under this Guaranty is the occurrence of a default by Tenant under the Lease, then the default under this Guaranty shall not constitute a Default under the Lease until any applicable notice and cure period to which the Tenant is entitled under the Lease has expired; provided further, however, that under no circumstances shall this provision be construed to entitle Tenant to multiple notices or cure periods in connection with a given default under the Lease.

Covenants of Guarantor. ​ (a) Guarantor absolutely, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety: (i) the full and prompt payment of all Base Rent and Additional Rent and all other rent, sums and charges of every type and nature payable by Tenant under the Lease, whether the same accrued prior to, or accrues on or after, the date of this Guaranty, and (ii) the full, timely and complete performance of all covenants, terms, conditions, obligations and agreements to be performed by Tenant under the Lease Lease, whether the same arose prior to, or arise on or after, the date of this Guaranty (all of the obligations described in clauses (i) and (ii), collectively, the “Obligations”). If a Default occurs Tenant defaults under the Lease, Guarantor will, without notice or demand, promptly pay and perform all of the Obligations, and pay to Landlord, when and as due, all Base Rent and Additional Rent payable by Tenant under the Lease, together with all damages, costs and expenses to which Landlord is entitled pursuant to any or all of the Lease, this Guaranty and applicable Applicable Laws.. ​ (b) Guarantor agrees with Landlord that (i) any action, suit or proceeding of any kind or nature whatsoever (an “Action”) commenced by Landlord against Guarantor to collect Base Rent and Additional Rent and any other rent, sums and charges due under the Lease for any month or months shall not prejudice in any way Landlord’s rights to collect any such amounts due for any subsequent month or months throughout the Term in any subsequent Action, (ii) Landlord may, at its option, without prior notice or demand, join Guarantor in any Action against Tenant in connection with or based upon either or both of the Lease and any of the Obligations, (iii) Landlord may seek and obtain recovery against Guarantor in an Action against Tenant or in any independent Action against Guarantor without Landlord first asserting, prosecuting, or exhausting any remedy or claim against Tenant or against any security of Tenant held by Landlord under the Lease, and (iv) Guarantor will be conclusively bound by a judgment entered in any Action in favor of Landlord against Tenant, as if Guarantor were a party to such Action, irrespective of whether or not Guarantor is entered as a party or participates in such Action.. ​ (c) Any default or failure by the Guarantor to perform any of its Obligations under this Guaranty shall be deemed an immediate Default under the Lease; provided, however, that if the basis for the occurrence of a default under this Guaranty is the occurrence of a default by Tenant under the Lease, then the default under this Guaranty shall not constitute a Default under the Lease until any applicable notice and cure period to which the Tenant is entitled under the Lease has expired; provided further, however, that under no circumstances shall this provision be construed to entitle Tenant to multiple notices or cure periods in connection with a given default under the Lease.. ​

Covenants of Guarantor. Guarantor covenants and agrees that, until all of the Guaranteed Obligations are indefeasibly paid in full to Lender, as follows: (a) Guarantor absolutely, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a suretywill furnish or cause to be furnished to Lender: (i) the full financial statements specified in the Loan Agreement, as and prompt payment of all Base Rent and Additional Rent and all other rent, sums and charges of every type and nature payable by Tenant under the Lease, and when required to be furnished to Lender; (ii) the full, timely and complete performance copies of all covenantsincome tax returns of Guarantor and any requests for extensions of filing deadlines, terms, conditions, obligations and agreements to be performed by Tenant under within fifteen (15) days after the Lease (all filing of the obligations described in clauses (i) such returns or requests for extensions; and (ii), collectively, iii) such other financial and other information related to Guarantor and the “Obligations”). If a Default occurs under transactions contemplated by the Lease, Guarantor will, without notice or demand, promptly pay and perform all of the Obligations, and pay Loan Documents as Lender may from time to Landlord, when and as due, all Base Rent and Additional Rent payable by Tenant under the Lease, together with all damages, costs and expenses to which Landlord is entitled pursuant to any or all of the Lease, this Guaranty and applicable Lawstime reasonably request. (b) Guarantor agrees with Landlord that will not make any material change in the nature of its business, and will not sell, mortgage, pledge or otherwise transfer any material portion of its real or personal property, business or other assets for less than fair market value and reasonably equivalent consideration without having first obtained Lender’s prior written consent. (ic) any action, suit or proceeding of any kind or nature whatsoever (an “Action”) commenced by Landlord against Guarantor to collect Base Rent and Additional Rent and any other rent, sums and charges due under the Lease for any month or months shall not prejudice in any way Landlord’s rights to collect any such amounts due for any subsequent month or months throughout the Term in any subsequent Action, (ii) Landlord mayhereby authorizes Lender, at its option, without prior notice or demandto order and obtain, join Guarantor in any Action against Tenant in connection with or based upon either or both from time to time, from a credit reporting agency of the Lease and any of the ObligationsLender’s choice, (iii) Landlord may seek and obtain recovery against Guarantor in an Action against Tenant or in any independent Action against Guarantor without Landlord first asserting, prosecuting, or exhausting any remedy or claim against Tenant or against any security of Tenant held by Landlord under the Lease, and (iv) Guarantor will be conclusively bound by a judgment entered in any Action in favor of Landlord against Tenant, as if Guarantor were a third-party to such Action, irrespective of whether or not Guarantor is entered as a party or participates in such Actioncredit report on Guarantor. (cd) Any default Guarantor shall perform and observe all of the terms, covenants and agreements set forth in the other Loan Documents that are required to be, or failure that Borrower has agreed to cause to be, performed or observed by Guarantor or any affiliate of Guarantor. (e) Guarantor shall cause Borrower to comply with the SPE Covenants set forth in the Mortgage. (f) Guarantor shall furnish promptly to perform any Lender such additional information concerning Guarantor as Lender shall reasonably request from time to time. (g) Each Guarantor shall, on an individual basis, maintain a minimum Tangible Net Worth of $1,000,000.00. (h) Generation Income Properties, Inc. will qualify as a REIT and make its Obligations under this Guaranty REIT election no later than December 31, 2020. and upon qualification as a REIT, Generation Income Properties, Inc. shall be deemed an immediate Default under to represent and warrant that it is in compliance with all requirements and conditions imposed by the Lease; providedInternal Revenue Code of 1986, howeveras amended, that if the basis for the occurrence of to maintain its status as a default under this Guaranty is the occurrence of REIT. (i) Generation Income Properties, Inc., upon qualification as, and making its election to be, a default by Tenant under the LeaseREIT, then the default under this Guaranty shall not constitute will at all times maintain its status as a Default under the Lease until any applicable notice and cure period to which the Tenant is entitled under the Lease has expired; provided further, however, that under no circumstances shall this provision be construed to entitle Tenant to multiple notices or cure periods in connection with a given default under the LeaseREIT.

Covenants of Guarantor. (a) Guarantor absolutely, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety: (i) the full and prompt payment of all Base Rent and Fixed Rent, Additional Rent and all other rent, sums and charges of every type and nature payable by Tenant under the Lease, and (ii) the full, full and timely and complete performance of all covenants, terms, conditions, obligations and agreements to be performed by Tenant under the Lease (all of the obligations described in clauses (i) and (ii), collectively, the “Obligations”). If a an Event of Default occurs shall occur under the Lease, Guarantor will, without notice or demand, promptly pay and perform all of the Obligations, and pay to Landlord, Landlord when and as due, due all Base Fixed Rent and Additional Rent payable by Tenant under the Lease, together with all damages, costs and expenses to which Landlord is entitled pursuant to any the Lease or all of the Lease, this Guaranty and under applicable Laws. (b) Guarantor agrees with Landlord that (i) any action, suit or proceeding of any kind or nature whatsoever (an “Action”) commenced by Landlord against Guarantor to collect Base Rent and Fixed Rent, Additional Rent and any other rent, sums and charges due under the Lease for any month or months shall not prejudice in any way Landlord’s rights to collect any such amounts due for any subsequent month or months throughout the Term in any subsequent Action, (ii) Landlord may, at its option, without prior notice or demand, join Guarantor in any Action against Tenant in connection with or based upon either or both of the Lease and or any of the Obligations, (iii) Landlord may seek and obtain recovery against Guarantor in an Action against Tenant or in any independent Action against Guarantor without Landlord first asserting, prosecuting, or exhausting any remedy or claim against Tenant or against any security of Tenant held by Landlord under the Lease, and (iv) Guarantor will be conclusively bound in any jurisdiction by a judgment entered in any Action in favor of by Landlord against Tenant, as if Guarantor were a party to such Action, irrespective of whether or not even though Guarantor is entered not joined as a party or participates in such Action. (c) Any default or failure by the Guarantor to perform any of its Obligations under this Guaranty shall be deemed an immediate Default under the Lease; provided, however, that if the basis for the occurrence of a default under this Guaranty is the occurrence of a default by Tenant under the Lease, then the default under this Guaranty shall not constitute a Default under the Lease until any applicable notice and cure period to which the Tenant is entitled under the Lease has expired; provided further, however, that under no circumstances shall this provision be construed to entitle Tenant to multiple notices or cure periods in connection with a given default under the Lease.