Common use of Guarantor’s Obligations Unconditional Clause in Contracts

Guarantor’s Obligations Unconditional. (a) This Guaranty is an absolute and unconditional guaranty of payment and of performance, and not of collection, and shall be enforceable against Guarantor without the necessity of the commencement by Landlord of any Action against Tenant, and without the necessity of any notice to Guarantor of nonpayment, nonperformance or nonobservance by Tenant, or any notice of acceptance of this Guaranty, or of any other notice or demand to which Guarantor might otherwise be entitled, all of which Guarantor hereby expressly waives in advance. The obligations of Guarantor hereunder are independent of the obligations of Tenant. (b) If the Lease is renewed, or the Term extended, for any period beyond the Expiration Date, either pursuant to any option granted under the Lease or otherwise, or if Tenant holds over beyond the Expiration Date, the obligations of Guarantor hereunder shall extend and apply to the full and faithful performance and observance of all of the Obligations under the Lease accruing during any renewal, extension or holdover period, except as otherwise expressly and specifically provided in the Lease. (c) Except as otherwise expressly and specifically provided in the Lease, this Guaranty is a continuing guarantee and will remain in full force and effect notwithstanding, and the liability of Guarantor hereunder shall be absolute and unconditional irrespective of: (i) any modifications, alterations or amendments of the Lease (regardless of whether Guarantor consented to or had notice of same), (ii) any releases or discharges of Tenant other than the full release and complete discharge of all of the Obligations, (iii) Landlord’s failure or delay to assert any claim or demand or to enforce any of its rights against Tenant, (iv) any extension of time that may be granted by Landlord to Tenant, (v) any assignment or transfer of all of any part of Tenant’s interest under the Lease (whether by Tenant, by operation of law, or otherwise), (vi) any subletting, concession, franchising, licensing or permitting of the Premises, (vii) any changed or different use of the Premises, (viii) any other dealings or matters occurring between Landlord and Tenant, (ix) the taking by Landlord of any additional guarantees, or the receipt by Landlord of any collateral, from other persons or entities, (x) the release by Landlord of any other guarantor, (xi) Landlord’s release of any security provided under the Lease, or (xii) Landlord’s failure to perfect any landlord’s lien or other lien or security interest available under applicable Laws. Without limiting the foregoing, this Guaranty shall be applicable to any obligations of Tenant arising in connection with a termination of the Lease, whether voluntary or otherwise. Guarantor hereby consents, prospectively, to Landlord’s taking, entering into or otherwise causing any or all of the foregoing actions or omissions. (d) Guarantor hereby expressly agrees that the validity of this Guaranty and the obligations of Guarantor hereunder shall in no way be terminated, affected, diminished or impaired by reason of the assertion or the failure to assert by Landlord against Tenant, of any of the rights or remedies reserved to Landlord pursuant to the provisions of the Lease or by relief of Tenant from any of Tenant’s obligations under the Lease or otherwise by (i) the release or discharge of Tenant in any state or federal creditors’ proceedings, receivership, bankruptcy or other proceeding; (ii) the impairment, limitation or modification of the liability of Tenant or the estate of Tenant in bankruptcy, or of any remedy for the enforcement of Tenant’s liability under the Lease, resulting from the operation of any present or future provision of the United States Bankruptcy Code (11 U.S.C. § 101 et seq., as amended), or from other statute, or from the order of any court; or (iii) the rejection, disaffirmance or other termination of the Lease in any such proceeding. This Guaranty shall continue to be effective notwithstanding that at any time the payment of any amount due under the Lease or this Guaranty may be rescinded or must otherwise be returned by Landlord for any reason, including, without limitation, the insolvency, bankruptcy, liquidation or reorganization of Tenant, Guarantor or otherwise, all as though such payment had not been made, and, in such event, Guarantor shall pay to Landlord an amount equal to any such payment that has been rescinded or returned.

Guarantor’s Obligations Unconditional. (a) This Guaranty is an absolute and unconditional guaranty of payment and of performance, and not of collection, and shall be enforceable against Guarantor without the necessity of the commencement by Landlord of any Action against Tenant, and without the necessity of any notice to Guarantor of nonpayment, nonperformance or nonobservance by Tenantnonobservance, or any notice of acceptance of this Guaranty, or of any other notice or demand to which Guarantor might otherwise be entitled, all of which Guarantor hereby expressly waives in advance. The obligations of Guarantor hereunder are independent of the obligations of Tenant. (b) If the Lease is renewed, or the Term extended, for any period beyond the Expiration Date, either pursuant to any option granted under the Lease or otherwise, or if Tenant holds over beyond the Expiration Date, the obligations of Guarantor hereunder shall extend and apply to the full and faithful performance and observance of all of the Obligations under the Lease accruing during any renewal, extension or holdover period, except as otherwise expressly and specifically provided in the Lease. (c) Except as otherwise expressly and specifically provided in the Lease, this This Guaranty is a continuing guarantee and will remain in full force and effect notwithstanding, and the liability of Guarantor hereunder shall be absolute and unconditional irrespective of: (i) any modifications, alterations modifications or amendments of the Lease (regardless of whether Guarantor consented to or had notice of same)Lease, (ii) any releases or discharges of Tenant other than the complete satisfaction and/or full release and complete discharge of all of the Obligations, (iii) Landlord’s failure or delay to assert any claim or demand or to enforce any of its rights against Tenant, (iv) any extension of time that may be granted by Landlord to Tenant, (viv) any assignment or transfer of all of any part of Tenant’s interest under the Lease (whether by Tenant, by operation of law, or otherwise)Lease, (viv) any subletting, concession, franchising, licensing or permitting subletting of the Premises, (viivi) any changed or different use of the Premises, (viiivii) any other dealings or matters occurring between Landlord and Tenant, (ixviii) the taking by Landlord of any additional guarantees, or the receipt by Landlord of any collateral, guarantees from other persons or entities, (xix) the release releasing by Landlord of any other guarantor, (xix) Landlord’s release of any security provided under the Lease, or (xiixi) Landlord’s failure to perfect any landlord’s lien or other lien or security interest available under applicable Laws. Without limiting the foregoing, this Guaranty shall be applicable to any obligations of Tenant arising in connection with a termination of the Lease, whether voluntary or otherwiseLegal Requirements. Guarantor hereby consents, prospectively, to Landlord’s taking, taking or entering into or otherwise causing any or all of the foregoing actions or omissionsactions. (d) Guarantor hereby expressly agrees that the validity of this Guaranty and the obligations of Guarantor hereunder shall in no way be terminated, affected, diminished or impaired by reason of the assertion or the failure to assert by Landlord against Tenant, of any of the rights or remedies reserved to Landlord pursuant to the provisions of the Lease or by relief of Tenant from any of Tenant’s obligations under the Lease or otherwise by (i) the release or discharge of Tenant in any state or federal creditors’ proceedings, receivership, bankruptcy or other proceeding; (ii) the impairment, limitation or modification of the liability of Tenant or the estate of Tenant in bankruptcy, or of any remedy for the enforcement of Tenant’s liability under the Lease, resulting from the operation of any present or future provision of the United States Bankruptcy Code (11 U.S.C. § 101 et seq., as amended), or from other statute, or from the order of any court; or (iii) the rejection, disaffirmance or other termination of the Lease in any such proceeding. This Guaranty shall continue to be effective notwithstanding that at any time the payment of any amount due under the Lease or this Guaranty may be rescinded or must otherwise be returned by Landlord for any reason, including, without limitation, the insolvency, bankruptcy, liquidation or reorganization of Tenant, Guarantor or otherwise, all as though such payment had not been made, and, in such event, Guarantor shall pay to Landlord an amount equal to any such payment that has been rescinded or returned.

Guarantor’s Obligations Unconditional. (a) 3.1 This Guaranty is an absolute and unconditional guaranty of payment and of performance, and not of collection, and shall be enforceable against Guarantor without the necessity of the commencement by Landlord of any Action against Tenant, and without the necessity of any notice to Guarantor of nonpayment, nonperformance or nonobservance by Tenantnonobservance, or any notice of acceptance of this Guaranty, or of any other notice or demand to which Guarantor might otherwise be entitled, all of which Guarantor hereby expressly waives in advance. The obligations of Guarantor hereunder are independent of of, and may exceed, the obligations of Tenant. (b) If the Lease is renewed, or the Term extended, for 3.2 This Guaranty shall apply notwithstanding any period beyond the Expiration Date, either pursuant to any option granted under the Lease or otherwise, or if Tenant holds over beyond the Expiration Date, the obligations of Guarantor hereunder shall extend and apply to the full and faithful performance and observance of all of the Obligations under the Lease accruing during any renewal, extension or holdover period, except as otherwise expressly and specifically provided in the Lease. (c) Except as otherwise expressly and specifically provided in renewal of the Lease, this or any holdover following the expiration or termination of the Lease Term or any renewal or extension of the Lease Term. 3.3 This Guaranty is a continuing guarantee and will remain in full force and effect notwithstanding, and the liability of Guarantor hereunder shall be absolute and unconditional irrespective ofof any or all of the following: (i) any renewals, extensions, modifications, alterations or amendments of the Lease (regardless of whether Guarantor consented to or had notice of same), ; (ii) any releases or discharges of Tenant or any Other Guarantor other than the full release and complete discharge of all of the Obligations, ; (iii) Landlord’s failure or delay to assert any claim or demand or to enforce any of its rights against Tenant, Tenant or any Other Guarantor; (iv) any extension of time that may be granted by Landlord to Tenant, Tenant or any Other Guarantor; (v) any assignment or transfer of all of any part of Tenant’s interest under the Lease (whether by Tenant, by operation of law, or otherwise), ; (vi) any subletting, concession, franchising, licensing or permitting of the Premises, Premises or any portion thereof; (vii) any changed or different use of the Premises, Premises (or any portion thereof); (viii) any other dealings or matters occurring between Landlord and Tenant, Tenant or any Other Guarantor; (ix) the taking by Landlord of any additional guarantees, or the receipt by Landlord of any collateral, from Tenant, any Other Guarantor or any other persons or entities, ; (x) the release by Landlord of any other guarantor, Other Guarantor; (xi) Landlord’s release of any security provided under the Lease, Lease or any other guaranty; (xii) Landlord’s failure to perfect any landlord’s lien or other lien or security interest available under applicable Laws. Without limiting Legal Requirements; (xiii) any assumption by any person of any or all of Tenant’s obligations under the Lease or any Other Guarantor’s obligations under any other guaranty, or Tenant’s assignment of any or all of its rights and interests under the Lease, (xiv) the power or authority or lack thereof of Tenant to execute, acknowledge or deliver the Lease; (xv) the existence, non-existence or lapse at any time of Tenant as a legal entity or the existence, non-existence or termination of any corporate, ownership, business or other relationship between Tenant and Guarantor; (xvi) any sale or assignment by Landlord of any or all of this Guaranty, any other guaranty and the Lease (including any direct or collateral assignment by Landlord to any Facility Mortgagee); (xvii) the solvency or lack of solvency of Tenant or any Other Guarantor at any time or from time to time; or (xviii) any other cause, whether similar or dissimilar to any of the foregoing, that might constitute a legal or equitable discharge of Guarantor (whether or not Guarantor shall have knowledge or notice thereof) other than payment and performance in full of the Obligations. Without in any way limiting the generality of the foregoing, Guarantor specifically agrees that (A) if Tenant’s obligations under the Lease are modified or amended with the express written consent of Landlord, this Guaranty shall extend to such obligations as so amended or modified without notice to, consideration to, or the consent of, Guarantor, and (B) this Guaranty shall be applicable to any obligations of Tenant arising in connection with a termination of the Lease, whether voluntary or otherwise. Guarantor hereby consents, prospectively, to Landlord’s taking, taking or entering into or otherwise causing any or all of the foregoing actions or omissions. (d) 3.4 Guarantor hereby expressly agrees that the validity of this Guaranty and the obligations of Guarantor hereunder shall in no way be terminated, affected, diminished or impaired by reason of the assertion or the failure to assert by Landlord against Tenant, of any of the rights or remedies reserved to Landlord pursuant to the provisions of the Lease or by relief of Tenant from any of Tenant’s obligations under the Lease or otherwise by (i) the release or discharge of Tenant in any state or federal creditors’ proceedings, receivership, bankruptcy or other proceeding; (ii) the impairment, limitation or modification of the liability of Tenant or the estate of Tenant in bankruptcy, or of any remedy for the enforcement of Tenant’s liability under the Lease, resulting from the operation of any present or future provision of the United States Bankruptcy Code (11 U.S.C. § 101 et seq., as amended), or from other statute, or from the order of any court; or (iii) the rejection, disaffirmance or other termination of the Lease in any such proceeding. This Guaranty shall continue to be effective notwithstanding that if at any time the payment of any amount due under the Lease or this Guaranty may be is rescinded or must otherwise be returned by Landlord for any reason, including, without limitation, including the insolvency, bankruptcy, liquidation or reorganization of Tenant, Guarantor or otherwise, all as though such payment had not been made, and, in such event, Guarantor shall pay to Landlord an amount equal to any such payment that has been rescinded or returned.

Guarantor’s Obligations Unconditional. (a) This The Guarantor hereby guarantees that the Obligations will be paid strictly in accordance with the terms of the Loan Agreement and the other applicable Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any Benefited Lender with respect to the Borrowers or the Loan Agreement and the other Loan Documents. The Guarantor agrees that this Guaranty is an absolute and unconditional constitutes a guaranty of payment and of performance, when due and not of collection, collection and shall waives any right to require that any resort be enforceable against Guarantor without made by the necessity of the commencement by Landlord of any Action against Tenant, and without the necessity of any notice to Guarantor of nonpayment, nonperformance or nonobservance by Tenant, Administrative Agent or any notice of acceptance of this GuarantyBenefited Lender to any Borrower, or of any other notice Guarantor or demand to which Guarantor might otherwise be entitledcollateral, all of which Guarantor hereby expressly waives in advanceif any, for the Obligations. The obligations of the Guarantor hereunder under this Guaranty are independent of the obligations of Tenant. (b) If the Lease is renewed, or the Term extended, for any period beyond the Expiration Date, either pursuant to any option granted under the Lease or otherwise, or if Tenant holds over beyond the Expiration Date, the obligations of Guarantor hereunder shall extend and apply to the full and faithful performance and observance of all of the Obligations under the Lease accruing during any renewal, extension or holdover period, except as otherwise expressly and specifically provided in the Lease. (c) Except as otherwise expressly and specifically provided in the Lease, this Guaranty is a continuing guarantee and will remain in full force and effect notwithstandingLoan Agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrowers or any other Loan Party, or whether the Borrowers or any other Loan Party is joined in any such action. For so long as all or any of the Obligations remain outstanding, the liability of the Guarantor hereunder shall be absolute and unconditional irrespective of: (i) any modifications, alterations lack of validity or amendments enforceability of the Lease (regardless of whether Guarantor consented to Loan Agreement, any other Loan Document, a Swap Contract or had notice of same), any agreement or instrument relating thereto; (ii) any releases change in the time, manner or discharges place of Tenant payment of, or in any other than the full release and complete discharge of term in respect of, all or any of the Obligations, or any other amendment or waiver of or consent to any departure from the Loan Agreement (including, without limitation, any increase in the obligations of the Borrowers resulting from the extension of additional credit to the Borrowers) or a Swap Contract; (iii) Landlord’s failure any exchange or delay release of, or non-perfection of any lien on or security interest in, any collateral or any release or amendment or waiver of or consent to assert any claim departure from any other guaranty, for all or demand or to enforce any of its rights against Tenant, the Obligations; (iv) the existence of any extension claim, set-off, counterclaim, defense or other right that the Guarantor may have at any time against any Person, including, without limitation, the Administrative Agent or any Benefited Lender, provided that nothing herein shall permit the assertion of time that may be granted any such claim by Landlord to Tenant, separate suit or compulsory counterclaim; or (v) any assignment or transfer other circumstance (other than payment in full of all of any part of Tenant’s interest under the Lease (whether by Tenant, by operation of lawObligations) which might otherwise constitute a defense available to, or otherwise)a discharge of, (vi) the Borrowers or any subletting, concession, franchising, licensing or permitting other guarantor in respect of the Premises, Obligations or the Guarantor in respect hereof. (viib) any changed or different use This Guaranty (i) is a continuing guaranty and shall remain in full force and effect until the satisfaction in full of the Premises, (viii) any other dealings or matters occurring between Landlord Obligations and Tenant, (ix) the taking by Landlord of any additional guarantees, or the receipt by Landlord of any collateral, from other persons or entities, (x) the release by Landlord of any other guarantor, (xi) Landlord’s release of any security provided under the Lease, or (xii) Landlord’s failure to perfect any landlord’s lien or other lien or security interest available under applicable Laws. Without limiting the foregoing, this Guaranty shall be applicable to any obligations of Tenant arising in connection with a termination of the Lease, whether voluntary or otherwise. Guarantor hereby consents, prospectively, to Landlord’s taking, entering into or otherwise causing any or all of the foregoing actions or omissions. (d) Guarantor hereby expressly agrees that the validity of this Guaranty Loan Agreement; and the obligations of Guarantor hereunder shall in no way be terminated, affected, diminished or impaired by reason of the assertion or the failure to assert by Landlord against Tenant, of any of the rights or remedies reserved to Landlord pursuant to the provisions of the Lease or by relief of Tenant from any of Tenant’s obligations under the Lease or otherwise by (i) the release or discharge of Tenant in any state or federal creditors’ proceedings, receivership, bankruptcy or other proceeding; (ii) the impairment, limitation or modification of the liability of Tenant or the estate of Tenant in bankruptcy, or of any remedy for the enforcement of Tenant’s liability under the Lease, resulting from the operation of any present or future provision of the United States Bankruptcy Code (11 U.S.C. § 101 et seq., as amended), or from other statute, or from the order of any court; or (iii) the rejection, disaffirmance or other termination of the Lease in any such proceeding. This Guaranty shall continue to be effective notwithstanding that or shall be reinstated, as the case may be, if at any time the any payment of any amount due under of the Lease or this Guaranty may be Obligations is rescinded or must otherwise be returned by Landlord for the Administrative Agent or any reason, including, without limitation, Benefited Lender upon the insolvency, bankruptcy, liquidation bankruptcy or reorganization of Tenant, Guarantor any of the Borrowers or otherwise, all as though such payment had not been made, and, in such event, Guarantor shall pay to Landlord an amount equal to any such payment that has been rescinded or returned.

Guarantor’s Obligations Unconditional. (a) This Guaranty is an absolute shall constitute a guarantee of payment, performance and unconditional guaranty of payment and of performance, compliance and not of collection, and, subject to the provisions of Section 4 of the Note Purchase Agreement, each Guarantor specifically agrees that it shall not be necessary, and that such Guarantor shall not be entitled to require, before or as a condition of enforcing the liability of such Guarantor under this Guaranty or requiring payment or performance of the Senior Indebtedness or Guaranteed Obligations by any Guarantor hereunder, or at any time thereafter, that any holder: (a) file suit or proceed to obtain or assert a claim for personal judgment against the Company or any other Person that may be liable for or with respect to any Senior Indebtedness or Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Senior Indebtedness or Guaranteed Obligation from the Company or any other Person that may be liable for or with respect to such Senior Indebtedness or Guaranteed Obligation, except for the making of the demands, when appropriate, described in Section 1; (c) foreclose against, or seek to realize upon security now or hereafter existing for such Senior Indebtedness or Guaranteed Obligations; (d) exercise or assert any other right or remedy to which such holder is or may be entitled in connection with any Senior Indebtedness or Guaranteed Obligation or any security or other guaranty therefor; or (e) assert or file any claim against the assets of the Company or any other Person liable for any Senior Indebtedness or Guaranteed Obligation. Each Guarantor agrees that this Guaranty shall be enforceable against Guarantor without the necessity of the commencement by Landlord of any Action against Tenantcontinuing, and without that the necessity of any notice to Guarantor of nonpayment, nonperformance Senior Indebtedness or nonobservance by Tenant, or any notice of acceptance Guaranteed Obligations will be paid and performed in accordance with their terms and the terms of this Guaranty, subject to the provisions of Section 4 of the Note Purchase Agreement, and are the primary, absolute and unconditional obligations of such Guarantor, irrespective of the value, genuineness, validity, legality, regularity or enforceability or lack thereof of any part of the Senior Indebtedness or Guaranteed Obligations or any agreement or instrument relating to the Senior Indebtedness or Guaranteed Obligations or this Guaranty, or the existence of any indemnities with respect to the existence of any other notice guarantee of or demand security for any of the Senior Indebtedness or Guaranteed Obligations, or any substitution, release or exchange of any other guarantee of or security for any of the Senior Indebtedness or Guaranteed Obligations, and, to which Guarantor the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise be entitledconstitute a legal or equitable discharge or defense of a surety or guarantor (other than the defense of payment), all it being the intent of which Guarantor hereby expressly waives in advance. The obligations of Guarantor hereunder are independent of this Section 3 that the obligations of Tenanteach Guarantor hereunder, subject to the provisions of Section 4 of the Note Purchase Agreement, shall be irrevocable, primary, absolute and unconditional under any and all circumstances. (b) If Each Guarantor hereby expressly waives notice of acceptance of and reliance upon this Guaranty, diligence, presentment, demand of payment or performance, protest and all other notices whatsoever, any requirement that any holder of Senior Indebtedness or the Lease is renewedNotes exhaust any right, power or remedy or proceed against the Company or against any other Person under any other guarantee of, or the Term extended, for any period beyond the Expiration Date, either pursuant to any option granted under the Lease or otherwisesecurity for, or if Tenant holds over beyond any other agreement, regarding any of the Expiration DateSenior Indebtedness or Guaranteed Obligations. Each Guarantor further agrees that the occurrence of any event or other circumstance that might otherwise vary the risk of the Company or such Guarantor or constitute a defense (legal or equitable) available to, or a discharge of, or a counterclaim or right of set-off by, the obligations of Company or such Guarantor hereunder shall extend and apply to (other than the full and faithful indefeasible due payment and performance and observance of all of the Obligations under Guaranteed Obligations), shall not affect the Lease accruing during any renewal, extension or holdover period, except as otherwise expressly and specifically provided in liability of the LeaseGuarantor hereunder. (c) Except as otherwise expressly and specifically provided in the Lease, The obligations of each Guarantor under this Guaranty is a continuing guarantee are not subject to any counterclaim, set-off, deduction, diminution, abatement, recoupment, suspension, deferment or defense based upon any claim such Guarantor or any other Person may have against the Company, any holder or any other Person, and will shall remain in full force and effect notwithstandingwithout regard to, and shall not be released, discharged or in any way affected by, any circumstances or condition whatsoever (whether or not such Guarantor or the liability of Guarantor hereunder Company shall be absolute and unconditional irrespective of: have any Knowledge or notice thereof), including: (i) any modificationsrenewal, alterations extension, modification, increase, decrease, alteration or amendments rearrangement of all or any part of the Lease (regardless Senior Indebtedness or Guaranteed Obligations or any instrument executed in connection therewith, or any contract or understanding with the Company, the holder, or any of whether Guarantor consented them, or any other Person, pertaining to the Senior Indebtedness or had notice of same), Guaranteed Obligations; (ii) any releases adjustment, indulgence, forbearance or discharges of Tenant compromise that might be granted or given by any holder to the Company or any other than Person liable on the full release and complete discharge of all of the Senior Indebtedness or Guaranteed Obligations, (iii) Landlord’s or the failure or delay of any holder to assert any claim or demand or to enforce exercise any right or remedy against the Company or any other Person under the provisions of the Note Purchase Agreement, the Notes, the other Loan Documents, the Senior Indebtedness or otherwise; or any rescission, waiver, amendment or modification of, or any release from any of its rights against Tenantthe terms or provisions of, the Note Purchase Agreement, the Notes, any other Loan Documents, or any of the Senior Indebtedness or any guarantee or any other agreement; (iii) the insolvency, bankruptcy arrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of the Company or any other Person at any time liable for the payment of all or part of the Senior Indebtedness or Guaranteed Obligations; or any dissolution of the Company or any other such Person, or any change, restructuring or termination of the structure or existence of the Company or any other such Person, or any sale, lease or transfer of any or all of the assets of the Company or any other such Person, or any change in the shareholders, partners, or members of the Company or any other such Person; or any default, failure or delay, willful or otherwise, in the performance of the Senior Indebtedness or Guaranteed Obligations; (iv) the invalidity, illegality or unenforceability of all or any extension part of time the Senior Indebtedness or Guaranteed Obligations, or any document or agreement executed in connection with the Senior Indebtedness or Guaranteed Obligations, for any reason whatsoever, including the fact that may be granted the Senior Indebtedness or Guaranteed Obligations, or any part thereof, exceed the amount permitted by Landlord law, the act of creating the Senior Indebtedness or Guaranteed Obligations or any part is ultra vxxxx, the officers or representatives executing the documents or otherwise creating the Senior Indebtedness or Guaranteed Obligations acted in excess of their authority, the Senior Indebtedness or Guaranteed Obligations violate applicable usury laws, the Company or any other Person has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Senior Indebtedness or Guaranteed Obligations wholly or partially uncollectible from the Company or any other Person, the creation, performance or repayment of the Senior Indebtedness or Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Senior Indebtedness or Guaranteed Obligations or executed in connection with the Senior Indebtedness or Guaranteed Obligations or given to Tenantsecure the repayment of the Senior Indebtedness or Guaranteed Obligations) is illegal, uncollectible, legally impossible or unenforceable, or the documents or instruments pertaining to the Senior Indebtedness or Guaranteed Obligations have been forged or otherwise are irregular or not genuine or authentic; (v) any assignment full or transfer partial release of the liability of the Company on the Senior Indebtedness or Guaranteed Obligations or any part thereof, of any co-guarantors, or of any other Person now or hereafter liable, whether directly or indirectly, jointly, severally, or jointly and severally, to pay, perform, guarantee or assure the payment of the Senior Indebtedness or Guaranteed Obligations or any part thereof, it being recognized, acknowledged and agreed by each Guarantor that such Guarantor may be required to pay the Senior Indebtedness or Guaranteed Obligations in full without assistance or support of any other Person, and such Guarantor has not been induced to enter into this Guaranty on the basis of a contemplation, belief, understanding or agreement that any parties other than the Company and the other Guarantors will be liable to perform the Senior Indebtedness or Guaranteed Obligations, or that the holder will look to other parties to perform the Senior Indebtedness or Guaranteed Obligations; (vi) the taking or accepting of any other security, collateral or guaranty, or other assurance of payment, for all of or any part of Tenant’s the Senior Indebtedness or Guaranteed Obligations; (vii) any release, surrender, exchange, subordination, deterioration, waste, loss or impairment (including negligent, unreasonable or unjustifiable impairment) of any collateral, property or security, at any time existing in connection with, or assuring or securing payment of, all or any part of the Senior Indebtedness or Guaranteed Obligations; (viii) the failure of any holder or any other Person to exercise diligence or reasonable care in the preservation, protection, enforcement, sale or other handling or treatment of all or any part of such collateral, property or security; (ix) the fact that any collateral, security, security interest or lien contemplated or intended to be given, created or granted as security for the repayment of the Senior Indebtedness or Guaranteed Obligations shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other security interest or lien, it being recognized and agreed by each Guarantor that such Guarantor is not entering into this Guaranty in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectibility or value of any of the collateral; (x) any payment by the Company to any holder being held to constitute a preference under any Fraudulent Conveyance Law (as hereinafter defined), or for any reason the Lease holder being required to refund such payment or pay such amount to the Company or someone else; (xi) any other action taken or omitted to be taken with respect to the Senior Indebtedness or Guaranteed Obligations, or the security and collateral therefor, whether by Tenantor not such action or omission prejudices such Guarantor or increases the likelihood that such Guarantor will be required to pay the Senior Indebtedness or Guaranteed Obligations pursuant to the terms thereof or hereof, it being the unambiguous and unequivocal intention of such Guarantor that it shall be obligated to pay the Guaranteed Obligations when due, notwithstanding any occurrence, circumstance, event, action or omission whatsoever, whether or not contemplated, and whether or not otherwise or particularly described herein, except for the full and final payment and satisfaction of the Senior Indebtedness or Guaranteed Obligations in cash; (xii) the fact that all or any of the Senior Indebtedness or Guaranteed Obligations cease to exist by operation of law, including by way of a discharge, limitation or otherwise), tolling thereof under applicable bankruptcy laws; (vi) any subletting, concession, franchising, licensing or permitting of the Premises, (vii) any changed or different use of the Premises, (viiixiii) any other dealings circumstance (including any statute of limitations) that might in any manner or matters occurring between Landlord and Tenantto any extent otherwise constitute a defense (other than the defense of payment) available to, vary the risk of, or operate as a discharge of, the Company or any Person as a matter of law or equity; (ixxiv) any change in the taking by Landlord ownership of any additional guaranteesshares of capital stock of the Company, or any change in the receipt by Landlord relationship between the Company and such Guarantor or any termination of any collateralsuch relationship; (xv) any default, from other persons failure or entitiesdelay, (x) willful or otherwise, in the release performance by Landlord of the Company, any Guarantor or any other guarantor, (xi) Landlord’s release Person of any security provided under the Lease, or (xii) Landlord’s failure to perfect any landlord’s lien or other lien or security interest available under applicable Laws. Without limiting the foregoing, this Guaranty shall be applicable to any obligations of Tenant arising in connection with a termination any kind or character whatsoever under the Note Purchase Agreement, the Notes, the other Loan Documents or any other agreement; (xvi) any merger or consolidation of the Lease, whether voluntary Company or otherwise. any Guarantor hereby consents, prospectively, to Landlord’s taking, entering or any other Person into or otherwise causing with any other Person or all of the foregoing actions any sale, lease, transfer or omissions. (d) Guarantor hereby expressly agrees that the validity of this Guaranty and the obligations of Guarantor hereunder shall in no way be terminated, affected, diminished or impaired by reason of the assertion or the failure to assert by Landlord against Tenant, other disposition of any of the rights assets of the Company, any Guarantor or remedies reserved any other Person to Landlord pursuant any other Person, or any change in the ownership of any shares or Equity Interests of the Company, any Guarantor or any other Person; (xvii) in respect of the Company, any Guarantor or any other Person, any change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the provisions Company, any Guarantor or any other Person, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), civil commotion, acts of God or the public enemy, delays or failure of suppliers or carriers, inability to obtain materials, action of any national, federal, provincial or state regulatory body or agency, change of law or any other causes affecting performance, or any other force majeure, whether or not beyond the control of the Lease Company, any Guarantor or by relief of Tenant from any of Tenant’s obligations under the Lease other Person and whether or otherwise by (i) the release or discharge of Tenant in any state or federal creditors’ proceedings, receivership, bankruptcy or other proceeding; (ii) the impairment, limitation or modification not of the liability of Tenant or the estate of Tenant in bankruptcy, or of any remedy for the enforcement of Tenant’s liability under the Lease, resulting from the operation of any present or future provision of the United States Bankruptcy Code (11 U.S.C. § 101 et seq., as amended), or from other statute, or from the order of any courtkind hereinbefore specified; or (iii) the rejection, disaffirmance or other termination of the Lease in any such proceeding. This Guaranty shall continue to be effective notwithstanding that at any time the payment of any amount due under the Lease or this Guaranty may be rescinded or must otherwise be returned by Landlord for any reason, including, without limitation, the insolvency, bankruptcy, liquidation or reorganization of Tenant, Guarantor or otherwise, all as though such payment had not been made, and, in such event, Guarantor shall pay to Landlord an amount equal to any such payment that has been rescinded or returned.or

Guarantor’s Obligations Unconditional. (a) This Guaranty is an absolute and unconditional guaranty of payment and of performance, and not of collection, and shall be enforceable against Guarantor without the necessity of the commencement by Landlord of any Action against TenantTenant or any additional guarantor, and without the necessity of any notice to Guarantor of nonpayment, nonperformance or nonobservance by Tenantnonobservance, or any notice of acceptance of this Guaranty, or of any other notice or demand to which Guarantor might otherwise be entitled, all of which Guarantor hereby expressly waives in advance. The obligations of Guarantor hereunder are independent of the obligations of Tenant. (b) If This Guaranty shall apply notwithstanding any extension or renewal of the Lease is renewedLease, or any holdover following the expiration or termination of the Term extended, for or any period beyond the Expiration Date, either pursuant to any option granted under the Lease renewal or otherwise, or if Tenant holds over beyond the Expiration Date, the obligations of Guarantor hereunder shall extend and apply to the full and faithful performance and observance of all extension of the Obligations under the Lease accruing during any renewal, extension or holdover period, except as otherwise expressly and specifically provided in the LeaseTerm. (c) Except as otherwise expressly and specifically provided in the Lease, this This Guaranty is a continuing guarantee and will remain in full force and effect notwithstanding, and the liability of Guarantor hereunder shall be absolute and unconditional irrespective ofof any or all of the following: (i) any renewals, extensions, modifications, alterations or amendments of the Lease (regardless of whether Guarantor consented to or had notice of same), ; (ii) any releases or discharges of Tenant or any additional guarantor other than the full release and complete discharge of all of the Obligations, ; (iii) Landlord’s failure or delay to assert any claim or demand or to enforce any of its rights against Tenant, Tenant or any additional guarantor; (iv) any extension of time that may be granted by Landlord to Tenant, Tenant or any additional guarantor; (v) any assignment or transfer of all of any part of Tenant’s interest under the Lease (whether by Tenant, by operation of law, or otherwise), ; (vi) any subletting, concession, franchising, licensing or permitting of the Premises, ; (vii) any changed or different use of the Premises, ; (viii) any other dealings or matters occurring between Landlord and Tenant, ; (ix) the taking by Landlord of any additional guarantees, or the receipt by Landlord of any collateral, from Tenant or any other persons or entities, ; (x) the release by Landlord of any other guarantor, ; (xi) Landlord’s release of any security provided under the Lease, or ; (xii) Landlord’s failure to perfect any landlord’s lien or other lien or security interest available under applicable Laws. Without limiting Legal Requirements; (xiii) any assumption by any person of any or all of Tenant’s obligations under the Lease, or Tenant’s assignment of any or all of its rights and interests under the Lease, (xiv) the power or authority or lack thereof of Tenant to execute, acknowledge or deliver the Lease; (xv) the existence, non-existence or lapse at any time of Tenant as a legal entity or the existence, non-existence or termination of any corporate, ownership, business or other relationship between Tenant and Guarantor; (xvi) any sale or assignment by Landlord of either or both of this Guaranty and the Lease (including, but not limited to, any direct or collateral assignment by Landlord to any mortgagee); (xvii) the solvency or lack of solvency of Tenant at any time or from time to time; or (xviii) any other cause, whether similar or dissimilar to any of the foregoing, that might constitute a legal or equitable discharge of Guarantor (whether or not Guarantor shall have knowledge or notice thereof) other than payment and performance in full of the Obligations. Without in any way limiting the generality of the foregoing, Guarantor specifically agrees that (A) if Tenant’s obligations under the Lease are modified or amended with the express written consent of Landlord, this Guaranty shall extend only to such obligations as so amended or modified without notice to, consideration to, or the consent of, Guarantor, and (B) this Guaranty shall be applicable to any obligations of Tenant arising in connection with a termination of the Lease, whether voluntary or otherwise. Guarantor hereby consents, prospectively, to Landlord’s taking, taking or entering into or otherwise causing any or all of the foregoing actions or omissions. For purposes of this Guaranty and the obligations and liabilities of Guarantor hereunder, “Tenant” shall be deemed to include any and all concessionaires, licensees, franchisees, department operators, assignees, subtenants, permittees or others directly or indirectly operating or conducting a business in or from the Premises, as fully as if any of the same were the named Tenant under the Lease. (d) Guarantor hereby expressly agrees that the validity of this Guaranty and the obligations of Guarantor hereunder shall in no way be terminated, affected, diminished or impaired by reason of the assertion or the failure to assert by Landlord against TenantTenant or any additional guarantor, of any of the rights or remedies reserved to Landlord pursuant to the provisions of the Lease or any additional guaranty or by relief of Tenant from any of Tenant’s obligations under the Lease or otherwise by (i) the release or discharge of Tenant or any additional guarantor in any state or federal creditors’ proceedings, receivership, bankruptcy or other proceeding; (ii) the impairment, limitation or modification of the liability of Tenant or the estate of Tenant in bankruptcy, or of any remedy for the enforcement of Tenant’s liability under the Lease, resulting from the operation of any present or future provision of the United States Bankruptcy Code (11 U.S.C. § 101 et seq., as amended), or from other statute, or from the order of any court; or (iii) the rejection, disaffirmance or other termination of the Lease in any such proceeding. This Guaranty shall continue to be effective notwithstanding that if at any time the payment of any amount due under the Lease or this Guaranty may be is rescinded or must otherwise be returned by Landlord for any reason, including, without limitation, the insolvency, bankruptcy, liquidation or reorganization of Tenant, Guarantor or otherwise, all as though such payment had not been made, and, in such event, Guarantor shall pay to Landlord an amount equal to any such payment that has been rescinded or returned.

Guarantor’s Obligations Unconditional. (a) This Guaranty is an absolute and unconditional guaranty of payment and of performance, and not of collection, and shall be enforceable against Guarantor without the necessity of the commencement by Landlord of any Action against Tenant, and without the necessity of any notice to Guarantor of nonpayment, nonperformance or nonobservance by Tenantnonobservance, or any notice of acceptance of this Guaranty, or of any other notice or demand to which Guarantor might otherwise be entitled, all of which Guarantor hereby expressly waives in advance, other than as expressly required under the Lease. The obligations of Guarantor hereunder are independent of of, and to the extent expressly set forth in this Guaranty may exceed, the obligations of Tenant. (b) If This Guaranty shall apply notwithstanding any extension or renewal of the Lease, or any holdover following the expiration or termination of the Lease is renewed, Term or the Term extended, for any period beyond the Expiration Date, either pursuant to any option granted under renewal or extension of the Lease or otherwise, or if Tenant holds over beyond the Expiration Date, the obligations of Guarantor hereunder shall extend and apply to the full and faithful performance and observance of all of the Obligations under the Lease accruing during any renewal, extension or holdover period, except as otherwise expressly and specifically provided in the LeaseTerm. (c) Except as otherwise expressly and specifically provided in the Lease, this This Guaranty is a continuing guarantee and will remain in full force and effect notwithstanding, and and, except as set forth in Section 2(c), the liability of Guarantor hereunder shall be absolute and unconditional irrespective ofof any or all of the following: (i) any renewals, extensions, modifications, alterations or amendments of the Lease (regardless of whether Guarantor consented to or had notice of same), ; (ii) any releases or discharges of Tenant other than the full release and complete discharge of all of the Obligations, ; (iii) Landlord’s failure or delay to assert any claim or demand or to enforce any of its rights against Tenant, ; (iv) any extension of time that may be granted by Landlord to Tenant, ; (v) any assignment or transfer of all of any part of Tenant’s interest under the Lease (whether by Tenant, by operation of law, or otherwise), ; (vi) any subletting, concession, franchising, licensing or permitting of the Premises, Premises or any portion thereof; (vii) any changed or different use of the Premises, Premises (or any portion thereof); (viii) any other dealings or matters occurring between Landlord and Tenant, ; (ix) the taking by Landlord of any additional guarantees, or the receipt by Landlord of any collateral, from Tenant or any other persons or entities, ; (x) the release by Landlord of any other guarantor, ; (xi) Landlord’s release of any security provided under the Lease, or ; (xii) Landlord’s failure to perfect any landlord’s lien or other lien or security interest available under applicable Laws. Without limiting Legal Requirements; (xiii) any assumption by any person of any or all of Tenant’s obligations under the Lease, or Tenant’s assignment of any or all of its rights and interests under the Lease, (xiv) the power or authority or lack thereof of Tenant to execute, acknowledge or deliver the Lease; (xv) the existence, non-existence or lapse at any time of Tenant as a legal entity or the existence, non-existence or termination of any corporate, ownership, business or other relationship between Tenant and Guarantor; (xvi) any sale or assignment by Landlord of either or both of this Guaranty and the Lease (including, but not limited to, any direct or collateral assignment by Landlord to any mortgagee) in accordance with the terms of the Lease; (xvii) the solvency or lack of solvency of Tenant at any time or from time to time; or (xviii) any other cause, whether similar or dissimilar to any of the foregoing, that might constitute a legal or equitable discharge of Guarantor (whether or not Guarantor shall have knowledge or notice thereof) other than payment and performance in full of the Obligations. Without in any way limiting the generality of the foregoing, Guarantor specifically agrees that (A) if Tenant’s obligations under the Lease are modified or amended with the express written consent of Landlord, this Guaranty shall extend to such obligations as so amended or modified without notice to, consideration to, or the consent of, Guarantor, and (B) this Guaranty shall be applicable to any obligations of Tenant arising in connection with a termination of the Lease, whether voluntary or otherwise. Guarantor hereby consents, prospectively, to Landlord’s taking, taking or entering into or otherwise causing any or all of the foregoing actions or omissions. For purposes of this Guaranty and the obligations and liabilities of Guarantor hereunder, “Tenant” shall be deemed to include any and all successors and assignees of the tenant under the Lease, as fully as if any of the same were the named Tenant under the Lease. (d) Guarantor hereby expressly agrees that the validity of this Guaranty and the obligations of Guarantor hereunder shall in no way be terminated, affected, diminished or impaired by reason of the assertion or the failure to assert by Landlord against Tenant, of any of the rights or remedies reserved to Landlord pursuant to the provisions of the Lease or by relief of Tenant from any of Tenant’s obligations under the Lease or otherwise by (i) the release or discharge of Tenant in any state or federal creditors’ proceedings, receivership, bankruptcy or other proceeding; (ii) the impairment, limitation or modification of the liability of Tenant or the estate of Tenant in bankruptcy, or of any remedy for the enforcement of Tenant’s liability under the Lease, resulting from the operation of any present or future provision of the United States Bankruptcy Code (11 U.S.C. § 101 et seq., as amended), or from other statute, or from the order of any court; or (iii) the rejection, disaffirmance or other termination of the Lease in any such proceeding. This Guaranty shall continue to be effective notwithstanding that or be reinstated, as the case may be, if at any time the payment of any amount due under the Lease or this Guaranty may be is rescinded or must otherwise be returned by Landlord for any reason, including, without limitation, the insolvency, bankruptcy, liquidation or reorganization of Tenant, Guarantor or otherwise, all as though such payment had not been made, and, in such event, Guarantor shall pay to Landlord an amount equal to any such payment that has been rescinded or returned.

Guarantor’s Obligations Unconditional. (a) This Guaranty is an absolute and unconditional The Guarantor hereby guarantees that the Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Collateral Agent or the Lenders with respect thereto. The Guarantor agrees that its guarantee constitutes a guaranty of payment and of performance, when due and not of collection, collection and shall waives any right to require that any resort be enforceable against Guarantor without made by the necessity of Collateral Agent or the commencement by Landlord of Lenders to any Action against Tenant, and without the necessity of any notice to Guarantor of nonpayment, nonperformance or nonobservance by Tenant, or any notice of acceptance of this Guaranty, or of any other notice or demand to which Guarantor might otherwise be entitled, all of which Guarantor hereby expressly waives in advanceCollateral. The obligations of the Guarantor hereunder under this Guaranty are independent of the obligations of Tenant. (b) If the Lease is renewed, or the Term extended, for any period beyond the Expiration Date, either pursuant to any option granted under the Lease Amended and Restated Financing Agreement and the other Loan Documents, and a separate action or otherwiseactions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any Borrower or if Tenant holds over beyond the Expiration Date, the obligations of Guarantor hereunder shall extend and apply to the full and faithful performance and observance of all whether any Borrower is joined in any such action. The liability of the Obligations under the Lease accruing during any renewal, extension or holdover period, except as otherwise expressly and specifically provided in the Lease. (c) Except as otherwise expressly and specifically provided in the Lease, this Guaranty is a continuing guarantee and will remain in full force and effect notwithstanding, and the liability of Guarantor hereunder shall be absolute and unconditional irrespective of: (i) any modifications, alterations lack of validity or amendments enforceability of the Lease (regardless of whether Guarantor consented to any Loan Document or had notice of same), any agreement or instrument relating thereto; (ii) any releases change in the time, manner or discharges place of Tenant payment of, or in any other than the full release and complete discharge of term in respect of, all or any of the Obligations, or any other amendment or waiver of or consent to any departure from any provision of any Loan Document other than this Guaranty (including the creation or existence of any Obligations in excess of the amount permitted by any lending formulas contained in the Loan Documents or the amount evidenced by the Loan Documents); (iii) Landlord’s failure any exchange or delay release of, or non-perfection of any Lien on or security interest in, any Collateral, or any release or amendment or waiver of or consent to assert any claim departure from any other guaranty, for all or demand or to enforce any of its rights against Tenant, the Obligations; (iv) the existence of any extension of time claim, set-off, defense or other right that the Guarantor may be granted by Landlord to Tenanthave against any Person, including, without limitation, the Collateral Agent or the Lenders, or (v) any assignment or transfer of all of any part of Tenant’s interest under the Lease (whether by Tenant, by operation of lawother circumstance which might otherwise constitute a defense available to, or otherwise)a discharge of, (vi) any subletting, concession, franchising, licensing Borrower or permitting any other guarantor in respect of the Premises, (vii) any changed or different use of the Premises, (viii) any other dealings or matters occurring between Landlord and Tenant, (ix) the taking by Landlord of any additional guarantees, Obligations or the receipt by Landlord of any collateral, from other persons or entities, Guarantor in respect hereof. (xb) the release by Landlord of any other guarantor, This Guaranty (xii) Landlord’s release of any security provided under the Lease, or (xii) Landlord’s failure to perfect any landlord’s lien or other lien or security interest available under applicable Laws. Without limiting the foregoing, this Guaranty is a continuing guaranty and shall be applicable to any obligations of Tenant arising remain in connection with a termination of the Lease, whether voluntary or otherwise. Guarantor hereby consents, prospectively, to Landlord’s taking, entering into or otherwise causing any or full force and effect until such date on which all of the foregoing actions Obligations and all other expenses to be paid by the Guarantor pursuant hereto shall have been satisfied in full after the Total Commitment shall have been terminated and all Letters of Credit are canceled or omissions. (d) Guarantor hereby expressly agrees that the validity of this Guaranty cash collateralized, and the obligations of Guarantor hereunder shall in no way be terminated, affected, diminished or impaired by reason of the assertion or the failure to assert by Landlord against Tenant, of any of the rights or remedies reserved to Landlord pursuant to the provisions of the Lease or by relief of Tenant from any of Tenant’s obligations under the Lease or otherwise by (i) the release or discharge of Tenant in any state or federal creditors’ proceedings, receivership, bankruptcy or other proceeding; (ii) the impairment, limitation or modification of the liability of Tenant or the estate of Tenant in bankruptcy, or of any remedy for the enforcement of Tenant’s liability under the Lease, resulting from the operation of any present or future provision of the United States Bankruptcy Code (11 U.S.C. § 101 et seq., as amended), or from other statute, or from the order of any court; or (iii) the rejection, disaffirmance or other termination of the Lease in any such proceeding. This Guaranty shall continue to be effective notwithstanding that or shall be reinstated, as the case may be, if at any time the any payment of any amount due under of the Lease or this Guaranty may be Obligations is rescinded or must otherwise be returned by Landlord for any reason, including, without limitation, the Collateral Agent upon the insolvency, bankruptcy, liquidation bankruptcy or reorganization of Tenant, Guarantor any Borrower or otherwise, all as though such payment had not been made, and, in such event, Guarantor shall pay to Landlord an amount equal to any such payment that has been rescinded or returned.

Guarantor’s Obligations Unconditional. (a) This Guaranty is an absolute and unconditional The Guarantor hereby guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Lender with respect thereto. The Guarantor agrees that his guarantee constitutes a guaranty of payment and of performance, when due and not of collection, collection and shall waives any right to require that any resort be enforceable against Guarantor without made by the necessity Lender to any other guaranty or any collateral that may secure any of the commencement by Landlord of any Action against Tenant, and without the necessity of any notice to Guarantor of nonpayment, nonperformance or nonobservance by Tenant, or any notice of acceptance of this Guaranty, or of any other notice or demand to which Guarantor might otherwise be entitled, all of which Guarantor hereby expressly waives in advanceGuaranteed Obligations. The obligations of the Guarantor hereunder under this Guaranty are independent of the obligations of Tenant. (b) If the Lease is renewed, or the Term extended, for any period beyond the Expiration Date, either pursuant to any option granted under the Lease Loan Agreement and the other Loan Documents, and a separate action or otherwiseactions may be brought and prosecuted against the Guarantor to enforce this Guaranty, or irrespective of whether any action is brought against the Borrower of any other guarantor if Tenant holds over beyond the Expiration Date, the obligations of Guarantor hereunder shall extend and apply to the full and faithful performance and observance of all any of the Guaranteed Obligations under or whether the Lease accruing during Borrower or any renewal, extension or holdover period, except as otherwise expressly and specifically provided such other guarantor is joined in the Lease. (c) Except as otherwise expressly and specifically provided in the Lease, this Guaranty is a continuing guarantee and will remain in full force and effect notwithstanding, and the any such action. The liability of the Guarantor hereunder shall be absolute and unconditional irrespective of: (i) any modifications, alterations lack of validity or amendments enforceability of the Lease (regardless of whether Guarantor consented to any Loan Document or had notice of same), any agreement or instrument relating thereto; (ii) any releases change in the time, manner or discharges place of Tenant payment of, or in any other term in respect of, all or any of the Guaranteed Obligations (including, without limitation, any extension for longer than the original period), or any other amendment or waiver of or consent to any departure from any provision of any Loan Document other than this Guaranty (including the full release and complete discharge creation or existence of all any Guaranteed Obligations in excess of the Obligations, amount permitted by any lending formulas or other conditions contained in the Loan Documents or the amount evidenced by the Loan Documents); (iii) Landlord’s failure any exchange or delay release of, or non-perfection of any lien on or security interest in, any collateral, or any release or amendment or waiver of or consent to assert any claim departure from any other guaranty, for all or demand or to enforce any of its rights against Tenant, the Guaranteed Obligations; (iv) the existence of any extension of time claim, set-off, defense or other right that the Guarantor may be granted by Landlord to Tenanthave against any natural person, corporation, limited partnership, general partnership, limited liability company, limited liability partnership, joint stock company, joint venture, association, company, trust, bank, trust company, land trust, business trust or other organizations, whether or not legal entities, and Governmental Authorities (as hereinafter defined) (collectively, "Person"), including, without limitation, the Lender, or (v) any assignment or transfer of all of any part of Tenant’s interest under the Lease (whether by Tenant, by operation of lawother circumstance which might otherwise constitute a defense available to, or otherwise)a discharge of, (vi) the Borrower or any subletting, concession, franchising, licensing or permitting other guarantor in respect of the Premises, (vii) any changed or different use of the Premises, (viii) any other dealings or matters occurring between Landlord and Tenant, (ix) the taking by Landlord of any additional guarantees, Guaranteed Obligations or the receipt by Landlord of any collateral, from other persons or entities, Guarantor in respect hereof. (xb) the release by Landlord of any other guarantor, This Guaranty (xii) Landlord’s release of any security provided under the Lease, or (xii) Landlord’s failure to perfect any landlord’s lien or other lien or security interest available under applicable Laws. Without limiting the foregoing, this Guaranty is a continuing guaranty and shall be applicable to any obligations of Tenant arising remain in connection with a termination of the Lease, whether voluntary or otherwise. Guarantor hereby consents, prospectively, to Landlord’s taking, entering into or otherwise causing any or full force and effect until such date on which all of the foregoing actions or omissions. (d) Guaranteed Obligations and all other expenses to be paid by the Guarantor hereby expressly agrees that the validity of this Guaranty pursuant hereto shall have been indefeasibly paid in full in cash and the obligations of Guarantor hereunder shall in no way be terminated, affected, diminished or impaired by reason of the assertion or the failure to assert by Landlord against Tenant, of any of the rights or remedies reserved to Landlord pursuant to the provisions of the Lease or by relief of Tenant from any of Tenant’s obligations under the Lease or otherwise by (i) the release or discharge of Tenant in any state or federal creditors’ proceedings, receivership, bankruptcy or other proceeding; (ii) the impairment, limitation or modification of the liability of Tenant or the estate of Tenant in bankruptcy, or of any remedy for the enforcement of Tenant’s liability under the Lease, resulting from the operation of any present or future provision of the United States Bankruptcy Code (11 U.S.C. § 101 et seq., as amended), or from other statute, or from the order of any court; or (iii) the rejection, disaffirmance or other termination of the Lease in any such proceeding. This Guaranty shall continue to be effective notwithstanding that or shall be reinstated, as the case may be, if at any time the any payment of any amount due under of the Lease or this Guaranty may be Guaranteed Obligations is rescinded or must otherwise be returned by Landlord for any reason, including, without limitation, the Lender upon the insolvency, bankruptcy, liquidation bankruptcy or reorganization of Tenant, Guarantor the Borrower or otherwise, all as though such payment had not been made, and, in such event, Guarantor shall pay to Landlord an amount equal to any such payment that has been rescinded or returned.

Guarantor’s Obligations Unconditional. (a) A. This Guaranty is an absolute and unconditional guaranty of payment and of performance, and not of collection, and shall be enforceable against Guarantor without the necessity of the commencement by Landlord of any Action against Tenant, and without the necessity of any notice to Guarantor of nonpayment, nonperformance or nonobservance by Tenantnonobservance, or any notice of acceptance of this Guaranty, or of any other notice or demand to which Guarantor might otherwise be entitled, all of which Guarantor hereby expressly waives in advance. The obligations of Guarantor hereunder are independent of of, and may exceed, the obligations of Tenant. (b) If the Lease is renewed, or the Term extended, for B. This Guaranty shall apply notwithstanding any period beyond the Expiration Date, either pursuant to any option granted under the Lease or otherwise, or if Tenant holds over beyond the Expiration Date, the obligations of Guarantor hereunder shall extend and apply to the full and faithful performance and observance of all of the Obligations under the Lease accruing during any renewal, extension or holdover period, except as otherwise expressly and specifically provided in the Lease. (c) Except as otherwise expressly and specifically provided in renewal of the Lease, this or any holdover following the expiration or termination of the Lease Term or any renewal or extension of the Lease Term. C. This Guaranty is a continuing guarantee and will remain in full force and effect notwithstanding, and the liability of Guarantor hereunder shall be absolute and unconditional irrespective ofof any or all of the following: (i) any renewals, extensions, modifications, alterations or amendments of the Lease (regardless of whether Guarantor consented to or had notice of same), ; (ii) any releases or discharges of Tenant other than the full release and complete discharge of all of the Obligations, ; (iii) Landlord’s failure or delay to assert any claim or demand or to enforce any of its rights against Tenant, ; (iv) any extension of time that may be granted by Landlord to Tenant, ; (v) any assignment or transfer of all of or any part of Tenant’s interest under the Lease (whether by Tenant, by operation of law, or otherwise), ; (vi) any subletting, concession, franchising, licensing or permitting of the Premises, Premises or any portion thereof; (vii) any changed or different use of the Premises, Premises (or any portion thereof); (viii) any other dealings or matters occurring between Landlord and Tenant, ; (ix) the taking by Landlord of any additional guarantees, or the receipt by Landlord of any collateral, from Tenant or any other persons or entities, ; (x) the release by Landlord of any other guarantor, ; (xi) Landlord’s release of any security provided under the Lease, or ; (xii) Landlord’s failure to perfect any landlordLandlord’s lien or other lien or security interest available under any applicable statutes, ordinances, rules, regulations, codes, orders, requirements, directives, binding written interpretations and binding written policies, rulings, and decrees of all local, municipal, state and federal governments, departments, agencies, commissions, boards or political subdivisions (“Laws. Without limiting ”); (xiii) any assumption by any person of any or all of Tenant’s obligations under the Lease, or Tenant’s assignment of any or all of its rights and interests under the Lease, (xiv) the power or authority or lack thereof of Tenant to execute, acknowledge or deliver the Lease; (xv) the existence, non-existence or lapse at any time of Tenant as a legal entity or the existence, non-existence or termination of any corporate, ownership, business or other relationship between Tenant and Guarantor; (xvi) any sale or assignment by Landlord of either or both of this Guaranty and the Lease (including, but not limited to, any direct or collateral assignment by Landlord to any mortgagee); (xvii) the solvency or lack of solvency of Tenant at any time or from time to time; or (xviii) any other cause, whether similar or dissimilar to any of the foregoing, that might constitute a legal or equitable discharge of Guarantor (whether or not Guarantor shall have knowledge or notice thereof) other than the full release and complete discharge of all of the Obligations. Without in any way limiting the generality of the foregoing, Guarantor specifically agrees that (A) if Tenant’s obligations under the Lease are modified or amended with the express written consent of Landlord, this Guaranty shall extend to such obligations as so amended or modified without notice to, consideration to, or the consent of, Guarantor, and (B) this Guaranty shall be applicable to any obligations of Tenant arising in connection with a termination of the Lease, whether voluntary or otherwise. Guarantor hereby consents, prospectively, to Landlord’s taking, taking or entering into or otherwise causing any or all of the foregoing actions or omissions. (d) D. Guarantor hereby expressly agrees that the validity of this Guaranty and the obligations of Guarantor hereunder shall in no way be terminated, affected, diminished or impaired by reason of the assertion or the failure to assert by Landlord against Tenant, Tenant of any of the rights or remedies reserved to Landlord pursuant to the provisions of the Lease or by relief of Tenant from any of Tenant’s obligations under the Lease or otherwise by (i) the release or discharge of Tenant in any state or federal creditors’ proceedings, receivership, bankruptcy or other proceeding; (ii) the impairment, limitation or modification of the liability of Tenant or the estate of Tenant in bankruptcy, or of any remedy for the enforcement of Tenant’s liability under the Lease, resulting from the operation of any present or future provision of the United States Bankruptcy Code (11 U.S.C. § 101 et seq., as amended), or from other statute, or from the order of any court; or (iii) the rejection, disaffirmance or other termination of the Lease in any such proceeding. This Guaranty shall continue to be effective notwithstanding that if at any time the payment of any amount due under the Lease or this Guaranty may be is rescinded or must otherwise be returned by Landlord for any reason, including, without limitation, the insolvency, bankruptcy, liquidation or reorganization of Tenant, Guarantor or otherwise, all as though such payment had not been made, and, in such event, Guarantor shall pay to Landlord an amount equal to any such payment that has been rescinded or returned.

Guarantor’s Obligations Unconditional. (a) This Guaranty is an absolute and unconditional guaranty of payment and of performance, and not of collection, and shall be enforceable against Guarantor without the necessity of the commencement by Landlord of any Action against TenantTenant (but Tenant must be in default under the Lease Agreement beyond any applicable notice and cure periods), and without the necessity of any notice to Guarantor of nonpayment, nonperformance or nonobservance by Tenantnonobservance, or any notice of acceptance of this Guaranty, or of any other notice or demand to which Guarantor might otherwise be entitled, all of which Guarantor hereby expressly waives in advance. The obligations of Guarantor hereunder are independent of of, and may exceed, the obligations of Tenant. (b) If the Lease Agreement is renewed, or the Term extended, for any period beyond the Expiration Date, either pursuant to any option granted under the Lease Agreement or otherwise, or if Tenant holds over beyond the Expiration Date, the obligations of Guarantor hereunder shall extend and apply to the full and faithful performance and observance of all of the Obligations under the Lease Agreement accruing during any renewal, extension or holdover period, except as otherwise expressly and specifically provided in the Lease. (c) Except as otherwise expressly and specifically provided in the Lease, this This Guaranty is a continuing guarantee and will remain in full force and effect notwithstanding, and the liability of Guarantor hereunder shall be absolute and unconditional irrespective of: (i) any modifications, alterations or amendments of the Lease Agreement (regardless of whether Guarantor consented to or had notice of same), (ii) any releases release or discharges of Tenant other than the full release and complete discharge of all of the Obligations, (iii) Landlord’s failure or delay to assert any claim or demand or to enforce any of its rights against Tenant, (iv) any extension of time that may be granted by Landlord to Tenant, (v) any assignment or transfer of all of any part of Tenant’s interest under the Lease Agreement (whether by Tenant, by operation of law, or otherwise), (vi) any subletting, concession, franchising, licensing or permitting of the Premises, (vii) any changed or different use of the Premises, (viii) any other dealings or matters occurring between Landlord and Tenant, (ix) the taking by Landlord of any additional guarantees, or the receipt by Landlord of any collateral, from other persons or entities, (x) the release by Landlord of any other guarantor, (xi) Landlord’s release of any security provided under the LeaseLease Agreement, or (xii) Landlord’s failure to perfect any landlord’s lien or other lien or security interest available under applicable Laws. Without limiting the foregoing, this Guaranty shall be applicable to any obligations of Tenant arising in connection with a termination of the LeaseLease Agreement, whether voluntary or otherwise. Guarantor hereby consents, prospectively, to Landlord’s taking, taking or entering into or otherwise causing any or all of the foregoing actions or omissions. For purposes of this Guaranty and the obligations and liabilities of Guarantor hereunder, “Tenant” shall be deemed to include any and all licensees, franchisees, assignees, subtenants, permittees or others directly or indirectly operating or conducting a business in or from the Premises and/or the Property, as fully as if any of the same were the named Tenant under the Lease Agreement. (d) Guarantor hereby expressly agrees that the validity of this Guaranty and the obligations of Guarantor hereunder shall in no way be terminated, affected, diminished or impaired by reason of the assertion or the failure to assert by Landlord against Tenant, of any of the rights or remedies reserved to Landlord pursuant to the provisions of the Lease Agreement or by relief of Tenant from any of Tenant’s obligations under the Lease Agreement or otherwise by (i) the release or discharge of Tenant in any state or federal creditors’ proceedings, receivership, bankruptcy or other proceeding; (ii) the impairment, limitation or modification of the liability of Tenant or the estate of Tenant in bankruptcy, or of any remedy for the enforcement of Tenant’s liability under the LeaseLease Agreement, resulting from the operation of any present or future provision of the United States Bankruptcy Code (11 U.S.C. § 101 et seq., as amended), or from other statute, or from the order of any court; or (iii) the rejection, disaffirmance or other termination of the Lease Agreement in any such proceeding. This Guaranty shall continue to be effective notwithstanding that if at any time the payment of any amount due under the Lease Agreement or this Guaranty may be is rescinded or must otherwise be returned by Landlord for any reason, including, without limitation, the insolvency, bankruptcy, liquidation or reorganization of Tenant, Guarantor or otherwise, all as though such payment had not been made, and, in such event, Guarantor shall pay to Landlord an amount equal to any such payment that has been rescinded or returned.

Guarantor’s Obligations Unconditional. (a) This Guaranty is an absolute and unconditional guaranty of payment and of performance, and not of collection, and shall be enforceable against Guarantor without the necessity of the commencement by Landlord of any Action against Tenant, and without the necessity of any notice to Guarantor of nonpayment, nonperformance or nonobservance by Tenant, or any notice of acceptance of this Guaranty, or of any other notice or demand to which Guarantor might otherwise be entitled, all of which Guarantor hereby expressly waives in advance. The obligations of Guarantor hereunder are independent of the obligations of Tenant. (b) If the Lease is renewed, or the Term extended, for any period beyond the Expiration Date, either pursuant to any option granted under the Lease or otherwise, or if Tenant holds over beyond the Expiration Date, the obligations of Guarantor hereunder shall extend and apply to the full and faithful performance and observance of all of the Obligations under the Lease accruing during any renewal, extension or holdover period, except as otherwise expressly and specifically provided in the Lease. (c) Except as otherwise expressly and specifically provided in the Lease, this Guaranty is a continuing guarantee and will remain in full force and effect notwithstanding, and the liability of Guarantor hereunder shall be absolute and unconditional unconditional, irrespective of: (i) any modifications, alterations lack of validity or amendments enforceability of any provision of the Lease (regardless of whether Guarantor consented to or had notice of same), Contract; (ii) any releases change in the time, manner or discharges place of Tenant payment of, or in any other than the full release and complete discharge of term in respect of, all or any of the Obligations, or any other amendment or waiver of or consent to any departure from the terms of the Contract; (iii) Landlord’s failure any other circumstance which might otherwise constitute a defense available to, or delay a discharge of, Obligor or any other guarantor or obligor in respect of the Obligations or Guarantor in respect hereof (except with respect to assert any claim defenses relating to quality or demand quantity of goods sold or provided pursuant to enforce any of its rights against Tenant, a Contract); or (iv) any extension of time that may be granted by Landlord to Tenant, (v) any assignment action or transfer of all the absence of any action on the part of Tenant’s interest under the Lease (whether by Tenant, by operation of law, or otherwise), (vi) any subletting, concession, franchising, licensing or permitting Beneficiary to obtain payment of the Premises, (vii) any changed Obligations from Obligor or different use of the Premises, (viii) from Guarantor or from any other dealings guarantor or matters occurring between Landlord obligor. (b) This Guaranty (i) is a continuing guarantee and Tenant, (ix) the taking by Landlord of any additional guarantees, or the receipt by Landlord of any collateral, from other persons or entities, (x) the release by Landlord of any other guarantor, (xi) Landlord’s release of any security provided under the Lease, or (xii) Landlord’s failure to perfect any landlord’s lien or other lien or security interest available under applicable Laws. Without limiting the foregoing, this Guaranty shall be applicable to any obligations of Tenant arising remain in connection with a termination of the Lease, whether voluntary or otherwise. Guarantor hereby consents, prospectively, to Landlord’s taking, entering into or otherwise causing any or full force and effect until all of the foregoing actions or omissions. (d) Guarantor hereby expressly agrees that the validity of this Guaranty Obligations and the obligations of Guarantor hereunder shall in no way be terminated, affected, diminished or impaired by reason of the assertion or the failure to assert by Landlord against Tenant, of any of the rights or remedies reserved to Landlord other expenses guaranteed pursuant to the provisions of the Lease or by relief of Tenant from any of Tenant’s obligations under the Lease or otherwise by (i) the release or discharge of Tenant in any state or federal creditors’ proceedings, receivership, bankruptcy or other proceedingSection 1 hereof have been paid; and (ii) the impairment, limitation or modification of the liability of Tenant or the estate of Tenant in bankruptcy, or of any remedy for the enforcement of Tenant’s liability under the Lease, resulting from the operation of any present or future provision of the United States Bankruptcy Code (11 U.S.C. § 101 et seq., as amended), or from other statute, or from the order of any court; or (iii) the rejection, disaffirmance or other termination of the Lease in any such proceeding. This Guaranty shall continue to be effective notwithstanding that or shall be reinstated, as the case may be, if at any time the any payment of any amount due under of the Lease Obligations is rescinded, avoided or this Guaranty may be rescinded rendered void as a preferential transfer, impermissible set-off, fraudulent conveyance or must otherwise be returned or disgorged by Landlord for any reason, including, without limitation, Beneficiary upon the insolvency, bankruptcy, liquidation bankruptcy or reorganization of Tenant, either Obligor or Guarantor or otherwise, all as though such rescinded, avoided or voided payment had not been made, and notwithstanding any action or failure to act on the part of Beneficiary in reliance on such payment. (c) Guarantor hereby consent(s) and agree(s) that Beneficiary may at any time, or from time to time, in its discretion: (i) renew and/or extend or accelerate the time of Obligor’s performance including payment, and/or the manner, place or terms of Obligor’s performance including payment of all or any contracts, instruments, loans, advances, credits and any other liability or Obligation, or any part or parts thereof, or any renewal or renewals thereof; (ii) exchange, release, and/or surrender all or any of the collateral security, if any, or any part or parts thereof (by whomsoever deposited), which is now or may hereafter be held by Beneficiary in connection with this Guaranty, or any or all of the contracts, instruments, loans, advances, credits, liability or Obligation hereinbefore referred to; (iii) sell and/or purchase any or all of such collateral at public or private sale and, after deducting all costs and expenses of every kind for collection, sale or delivery, the proceeds of any such sales may be applied by Beneficiary upon any Obligation of Obligor or upon any other liability of Guarantor to Beneficiary; and (iv) settle or compromise with Obligor and/or any other person or persons liable thereon, with respect to any and all contracts, instruments, loans, advances, credits, liabilities or Obligations which are hereby guaranteed by Guarantor, and or subordinate any payment of same or any part thereof to the payment of any other debts, claims, liabilities or Obligations which may at any time be due or owing to Beneficiary and/or other persons or corporations, all in such eventmanner and upon such terms as Beneficiary may, in its sole discretion, see fit, and without notice to or further assent from Guarantor shall pay who hereby agree(s) to Landlord an amount equal to be and remain bound upon this Guaranty, irrespective of the existence, value or condition of any collateral, and notwithstanding any such payment change, exchange, settlement, compromise, surrender, release, sale, application, renewal or extension, and further notwithstanding that has been rescinded all Obligations of Obligor to Beneficiary outstanding, unperformed or returnedunpaid at any time may exceed any amount prescribed in this Guaranty.

Guarantor’s Obligations Unconditional. (a) This Guaranty is an absolute and unconditional guaranty of payment and of performance, and not of collection, and shall The Guarantor hereby guarantees that the Loan Obligations will be enforceable against Guarantor without paid strictly in accordance with the necessity terms of the commencement by Landlord Note, regardless of any Action against Tenantlaw, and without now or hereafter in effect in any jurisdiction affecting any such terms or the necessity rights of any notice to Guarantor of nonpayment, nonperformance or nonobservance by Tenant, or any notice of acceptance of this Guaranty, or of any other notice or demand to which Guarantor might otherwise be entitled, all of which Guarantor hereby expressly waives in advancethe Bank with respect thereto. The obligations of Guarantor hereunder are independent and liabilities of the obligations of Tenant. (b) If the Lease is renewed, or the Term extended, for any period beyond the Expiration Date, either pursuant to any option granted Guarantor under the Lease or otherwise, or if Tenant holds over beyond the Expiration Date, the obligations of Guarantor hereunder shall extend and apply to the full and faithful performance and observance of all of the Obligations under the Lease accruing during any renewal, extension or holdover period, except as otherwise expressly and specifically provided in the Lease. (c) Except as otherwise expressly and specifically provided in the Lease, this Guaranty is a continuing guarantee and will remain in full force and effect notwithstanding, and the liability of Guarantor hereunder shall be absolute and unconditional irrespective of: (i1) any modifications, alterations lack of validity or amendments of the Lease (regardless of whether Guarantor consented to or had notice of same), (ii) any releases or discharges of Tenant other than the full release and complete discharge of all of the Obligations, (iii) Landlord’s failure or delay to assert any claim or demand or to enforce any of its rights against Tenant, (iv) any extension of time that may be granted by Landlord to Tenant, (v) any assignment or transfer of all of any part of Tenant’s interest under the Lease (whether by Tenant, by operation of law, or otherwise), (vi) any subletting, concession, franchising, licensing or permitting of the Premises, (vii) any changed or different use of the Premises, (viii) any other dealings or matters occurring between Landlord and Tenant, (ix) the taking by Landlord of any additional guarantees, or the receipt by Landlord of any collateral, from other persons or entities, (x) the release by Landlord of any other guarantor, (xi) Landlord’s release of any security provided under the Lease, or (xii) Landlord’s failure to perfect any landlord’s lien or other lien or security interest available under applicable Laws. Without limiting the foregoing, this Guaranty shall be applicable to any obligations of Tenant arising in connection with a termination of the Lease, whether voluntary or otherwise. Guarantor hereby consents, prospectively, to Landlord’s taking, entering into or otherwise causing any or all of the foregoing actions or omissions. (d) Guarantor hereby expressly agrees that the validity of this Guaranty and the obligations of Guarantor hereunder shall in no way be terminated, affected, diminished or impaired by reason of the assertion or the failure to assert by Landlord against Tenant, enforceability of any of the rights Loan Obligations, the Note, or remedies reserved to Landlord pursuant to any agreement or instrument relating thereto; (2) any change in the provisions time, manner or place of payment of, or in any other term in respect of, all or any of the Lease or by relief of Tenant from any of Tenant’s obligations under the Lease or otherwise by (i) the release or discharge of Tenant in any state or federal creditors’ proceedings, receivership, bankruptcy or other proceeding; (ii) the impairment, limitation or modification of the liability of Tenant or the estate of Tenant in bankruptcyLoan Obligations, or any other amendment or waiver of or consent to any remedy for the enforcement of Tenant’s liability under the Lease, resulting departure from the operation of any present or future provision of the United States Bankruptcy Code (11 U.S.C. § 101 et seq., as amended), or from other statute, or from the order of any courtNote; or (iii3) any other circumstances which might otherwise constitute a defense available to, or a discharge of, a guarantor in respect of the Loan Obligations. 2 This Guaranty is a continuing guaranty and shall remain in full force and effect until: (1) the rejectionpayment in full of all the Loan Obligations, disaffirmance or other termination and (2) the payment of the Lease in any such proceedingother expenses to be paid by the Guarantor pursuant hereto. This Guaranty shall continue to be effective notwithstanding that or shall be reinstated, as the case may be, if at any time the payment any payment, or any part thereof, of any amount due under of the Lease or this Guaranty may be Loan Obligations is rescinded or must otherwise be returned by Landlord for any reason, including, without limitation, the Bank upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of Tenant, Guarantor the Borrower or otherwise, all as though such payment had not been made. The obligations and liabilities of the Guarantor under this Guaranty shall not be conditioned or contingent upon the pursuit by the Bank or any other person at any time of any right or remedy against the Borrower or any other person which may be become liable in respect of all or any part of the Loan Obligations or against any collateral or security or guarantee therefor or right of setoff with respect thereto. The Guarantor hereby consents that, andwithout the necessity of any reservation of rights against the Guarantor and without notice to or further assent by the Guarantor, in any demand for payment of any of the Loan Obligations made by the Bank may be rescinded by the Bank and any of the Loan Obligations continued after such event, Guarantor shall pay to Landlord an amount equal to any such payment that has been rescinded or returnedrescission.

Guarantor’s Obligations Unconditional. (a) This Guaranty is an absolute and unconditional guaranty of payment and of performance, and not of collection, and shall Each Guarantor hereby guarantees that the Obligations will be enforceable against Guarantor without paid strictly in accordance with the necessity terms of the commencement by Landlord of any Action against Tenant, and without the necessity of any notice to Guarantor of nonpayment, nonperformance or nonobservance by Tenant, or any notice of acceptance of this Guaranty, or of any other notice or demand to which Guarantor might otherwise be entitled, all of which Guarantor hereby expressly waives in advanceLoan Documents. The obligations of Guarantor hereunder are independent liability of the obligations of Tenant. (b) If the Lease is renewed, or the Term extended, for any period beyond the Expiration Date, either pursuant to any option granted under the Lease or otherwise, or if Tenant holds over beyond the Expiration Date, the obligations of Guarantor hereunder shall extend and apply to the full and faithful performance and observance of all of the Obligations under the Lease accruing during any renewal, extension or holdover period, except as otherwise expressly and specifically provided in the Lease. (c) Except as otherwise expressly and specifically provided in the Lease, this Guaranty is a continuing guarantee and will remain in full force and effect notwithstanding, and the liability of Guarantor Guarantors hereunder shall be absolute and unconditional unconditional, irrespective of: (i) any modifications, alterations lack of validity or amendments of the Lease (regardless of whether Guarantor consented to or had notice of same), (ii) any releases or discharges of Tenant other than the full release and complete discharge of all of the Obligations, (iii) Landlord’s failure or delay to assert any claim or demand or to enforce any of its rights against Tenant, (iv) any extension of time that may be granted by Landlord to Tenant, (v) any assignment or transfer of all enforceability of any part of Tenant’s interest under the Lease (whether by Tenant, by operation of law, such Loan Document or otherwise), (vi) any subletting, concession, franchising, licensing agreement or permitting of the Premises, (vii) any changed or different use of the Premises, (viii) any other dealings or matters occurring between Landlord and Tenant, (ix) the taking by Landlord of any additional guarantees, or the receipt by Landlord of any collateral, from other persons or entities, (x) the release by Landlord of any other guarantor, (xi) Landlord’s release of any security provided under the Lease, or (xii) Landlord’s failure to perfect any landlord’s lien or other lien or security interest available under applicable Laws. Without limiting the foregoing, this Guaranty shall be applicable to any obligations of Tenant arising in connection with a termination of the Lease, whether voluntary or otherwise. Guarantor hereby consents, prospectively, to Landlord’s taking, entering into or otherwise causing any or all of the foregoing actions or omissions. (d) Guarantor hereby expressly agrees that the validity of this Guaranty and the obligations of Guarantor hereunder shall in no way be terminated, affected, diminished or impaired by reason of the assertion or the failure to assert by Landlord against Tenant, of any of the rights or remedies reserved to Landlord pursuant to the provisions of the Lease or by relief of Tenant from any of Tenant’s obligations under the Lease or otherwise by (i) the release or discharge of Tenant in any state or federal creditors’ proceedings, receivership, bankruptcy or other proceeding; (ii) the impairment, limitation or modification of the liability of Tenant or the estate of Tenant in bankruptcy, or of any remedy for the enforcement of Tenant’s liability under the Lease, resulting from the operation of any present or future provision of the United States Bankruptcy Code (11 U.S.C. § 101 et seq., as amended), or from other statute, or from the order of any court; or (iii) the rejection, disaffirmance or other termination of the Lease in any such proceeding. This Guaranty shall continue to be effective notwithstanding that at any time the payment of any amount due under the Lease or this Guaranty may be rescinded or must otherwise be returned by Landlord for any reasoninstrument relating thereto, including, without limitation, the lack of validity or enforceability of all or any portion of the liens or security interests granted thereby; (ii) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Obligations, or any other amendment or waiver of or consent to any departure from the terms of any such Loan Document; (iii) any exchange or release of, or non-perfection of any lien on or security interest in, any collateral, or any release or amendment or waiver of or consent to any departure from the terms of any other guaranty for all or any of the Obligations; (iv) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Borrower or any other guarantor or obligor in respect of the Obligations or any Guarantor in respect hereof; or (v) the absence of any action on the part of the Lender to obtain payment of the Obligations from the Borrower or from any Guarantor or from any other guarantor or obligor. (b) This Guaranty (i) is a continuing guarantee and shall remain in full force and effect until all of the Obligations and other expenses guaranteed pursuant to Section 1 hereof have been paid in full and no further Term Loans or Revolving Loans are available under the Loan Documents; and (ii) shall continue to be effective or shall be reinstated, as the case may be, if at any time any payment of any of the Obligations is rescinded, avoided or rendered void as a preferential transfer, impermissible set-off, fraudulent conveyance or must otherwise be returned or disgorged by the Lender upon the insolvency, bankruptcy, liquidation bankruptcy or reorganization of Tenant, either the Borrower or any Guarantor or otherwise, all as though such rescinded, avoided or voided payment had not been made, and, and notwithstanding any action or failure to act on the part of the Lender in reliance on such event, Guarantor shall pay to Landlord an amount equal to any such payment that has been rescinded or returnedpayment.

Guarantor’s Obligations Unconditional. (a) This The Guarantor hereby guarantees that the Obligations will be paid strictly in accordance with the terms of the Loan Agreement and the other applicable Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any Benefited Lender with respect to the Borrower or the Loan Agreement and the other Loan Documents. The Guarantor agrees that this Guaranty is an absolute and unconditional constitutes a guaranty of payment and of performance, when due and not of collection, collection and shall waives any right to require that any resort be enforceable against Guarantor without made by the necessity of the commencement by Landlord of any Action against Tenant, and without the necessity of any notice to Guarantor of nonpayment, nonperformance or nonobservance by Tenant, Administrative Agent or any notice of acceptance of this GuarantyBenefited Lender to any Borrower, or of any other notice Guarantor or demand to which Guarantor might otherwise be entitledcollateral, all of which Guarantor hereby expressly waives in advanceif any, for the Obligations. The obligations of the Guarantor hereunder under this Guaranty are independent of the obligations of Tenant. (b) If the Lease is renewed, or the Term extended, for any period beyond the Expiration Date, either pursuant to any option granted under the Lease or otherwise, or if Tenant holds over beyond the Expiration Date, the obligations of Guarantor hereunder shall extend and apply to the full and faithful performance and observance of all of the Obligations under the Lease accruing during any renewal, extension or holdover period, except as otherwise expressly and specifically provided in the Lease. (c) Except as otherwise expressly and specifically provided in the Lease, this Guaranty is a continuing guarantee and will remain in full force and effect notwithstandingLoan Agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower or any other Loan Party, or whether the Borrower or any other Loan Party is joined in any such action. For so long as all or any of the Obligations remain outstanding, the liability of the Guarantor hereunder shall be absolute and unconditional irrespective of: (i) any modifications, alterations lack of validity or amendments enforceability of the Lease (regardless of whether Guarantor consented to Loan Agreement, any other Loan Document, a Swap Contract or had notice of same), any agreement or instrument relating thereto; (ii) any releases change in the time, manner or discharges place of Tenant payment of, or in any other than the full release and complete discharge of term in respect of, all or any of the Obligations, or any other amendment or waiver of or consent to any departure from the Loan Agreement (including, without limitation, any increase in the obligations of the Borrower resulting from the extension of additional credit to the Borrower) or a Swap Contract; (iii) Landlord’s failure any exchange or delay release of, or non-perfection of any lien on or security interest in, any collateral or any release or amendment or waiver of or consent to assert any claim departure from any other guaranty, for all or demand or to enforce any of its rights against Tenant, the Obligations; (iv) the existence of any extension claim, set-off, counterclaim, defense or other right that the Guarantor may have at any time against any Person, including, without limitation, the Administrative Agent or any Benefited Lender, provided that nothing herein shall permit the assertion of time that may be granted any such claim by Landlord to Tenant, separate suit or compulsory counterclaim; or (v) any assignment or transfer other circumstance (other than payment in full of all of any part of Tenant’s interest under the Lease (whether by Tenant, by operation of lawObligations) which might otherwise constitute a defense available to, or otherwise)a discharge of, (vi) the Borrower or any subletting, concession, franchising, licensing or permitting other guarantor in respect of the Premises, Obligations or the Guarantor in respect hereof. (viib) any changed or different use This Guaranty (i) is a continuing guaranty and shall remain in full force and effect until the satisfaction in full of the Premises, (viii) any other dealings or matters occurring between Landlord Obligations and Tenant, (ix) the taking by Landlord of any additional guarantees, or the receipt by Landlord of any collateral, from other persons or entities, (x) the release by Landlord of any other guarantor, (xi) Landlord’s release of any security provided under the Lease, or (xii) Landlord’s failure to perfect any landlord’s lien or other lien or security interest available under applicable Laws. Without limiting the foregoing, this Guaranty shall be applicable to any obligations of Tenant arising in connection with a termination of the Lease, whether voluntary or otherwise. Guarantor hereby consents, prospectively, to Landlord’s taking, entering into or otherwise causing any or all of the foregoing actions or omissions. (d) Guarantor hereby expressly agrees that the validity of this Guaranty Loan Agreement; and the obligations of Guarantor hereunder shall in no way be terminated, affected, diminished or impaired by reason of the assertion or the failure to assert by Landlord against Tenant, of any of the rights or remedies reserved to Landlord pursuant to the provisions of the Lease or by relief of Tenant from any of Tenant’s obligations under the Lease or otherwise by (i) the release or discharge of Tenant in any state or federal creditors’ proceedings, receivership, bankruptcy or other proceeding; (ii) the impairment, limitation or modification of the liability of Tenant or the estate of Tenant in bankruptcy, or of any remedy for the enforcement of Tenant’s liability under the Lease, resulting from the operation of any present or future provision of the United States Bankruptcy Code (11 U.S.C. § 101 et seq., as amended), or from other statute, or from the order of any court; or (iii) the rejection, disaffirmance or other termination of the Lease in any such proceeding. This Guaranty shall continue to be effective notwithstanding that or shall be reinstated, as the case may be, if at any time the any payment of any amount due under of the Lease or this Guaranty may be Obligations is rescinded or must otherwise be returned by Landlord for the Administrative Agent or any reason, including, without limitation, Benefited Lender upon the insolvency, bankruptcy, liquidation bankruptcy or reorganization of Tenant, Guarantor the Borrower or otherwise, all as though such payment had not been made, and, in such event, Guarantor shall pay to Landlord an amount equal to any such payment that has been rescinded or returned.

Guarantor’s Obligations Unconditional. (a) This Guaranty is an absolute and unconditional guaranty of payment and of performance, and not of collection, and shall The Guarantor hereby guarantees that the Obligations will be enforceable against Guarantor without paid in accordance with the necessity terms of the commencement by Landlord of any Action against Tenant, and without the necessity of any notice to Guarantor of nonpayment, nonperformance or nonobservance by Tenant, or any notice of acceptance of this Guaranty, or of any other notice or demand to which Guarantor might otherwise be entitled, all of which Guarantor hereby expressly waives in advanceLoan Documents. The obligations of Guarantor hereunder are independent liability of the obligations of Tenant. (b) If the Lease is renewed, or the Term extended, for any period beyond the Expiration Date, either pursuant to any option granted under the Lease or otherwise, or if Tenant holds over beyond the Expiration Date, the obligations of Guarantor hereunder shall extend and apply to the full and faithful performance and observance of all of the Obligations under the Lease accruing during any renewal, extension or holdover period, except as otherwise expressly and specifically provided in the Lease. (c) Except as otherwise expressly and specifically provided in the Lease, this Guaranty is a continuing guarantee and will remain in full force and effect notwithstanding, and the liability of Guarantor hereunder shall be absolute and unconditional unconditional, irrespective of: (i) any modifications, alterations lack of validity or amendments of the Lease (regardless of whether Guarantor consented to or had notice of same), (ii) any releases or discharges of Tenant other than the full release and complete discharge of all of the Obligations, (iii) Landlord’s failure or delay to assert any claim or demand or to enforce any of its rights against Tenant, (iv) any extension of time that may be granted by Landlord to Tenant, (v) any assignment or transfer of all enforceability of any part of Tenant’s interest under the Lease (whether by Tenant, by operation of law, such Loan Document or otherwise), (vi) any subletting, concession, franchising, licensing agreement or permitting of the Premises, (vii) any changed or different use of the Premises, (viii) any other dealings or matters occurring between Landlord and Tenant, (ix) the taking by Landlord of any additional guarantees, or the receipt by Landlord of any collateral, from other persons or entities, (x) the release by Landlord of any other guarantor, (xi) Landlord’s release of any security provided under the Lease, or (xii) Landlord’s failure to perfect any landlord’s lien or other lien or security interest available under applicable Laws. Without limiting the foregoing, this Guaranty shall be applicable to any obligations of Tenant arising in connection with a termination of the Lease, whether voluntary or otherwise. Guarantor hereby consents, prospectively, to Landlord’s taking, entering into or otherwise causing any or all of the foregoing actions or omissions. (d) Guarantor hereby expressly agrees that the validity of this Guaranty and the obligations of Guarantor hereunder shall in no way be terminated, affected, diminished or impaired by reason of the assertion or the failure to assert by Landlord against Tenant, of any of the rights or remedies reserved to Landlord pursuant to the provisions of the Lease or by relief of Tenant from any of Tenant’s obligations under the Lease or otherwise by (i) the release or discharge of Tenant in any state or federal creditors’ proceedings, receivership, bankruptcy or other proceeding; (ii) the impairment, limitation or modification of the liability of Tenant or the estate of Tenant in bankruptcy, or of any remedy for the enforcement of Tenant’s liability under the Lease, resulting from the operation of any present or future provision of the United States Bankruptcy Code (11 U.S.C. § 101 et seq., as amended), or from other statute, or from the order of any court; or (iii) the rejection, disaffirmance or other termination of the Lease in any such proceeding. This Guaranty shall continue to be effective notwithstanding that at any time the payment of any amount due under the Lease or this Guaranty may be rescinded or must otherwise be returned by Landlord for any reasoninstrument relating thereto, including, without limitation, the lack of validity or enforceability of all or any portion of the liens or security interests granted thereby; (ii) any change in the time, manner or place of payment of, or in any other non-material term in respect of, all or any of the Obligations, or any other amendment or waiver of or consent to any non-material departure from the terms of any such Loan Document; (iii) any exchange or release of, or non-perfection of any lien on or security interest in, any Collateral, or any release or amendment or waiver of or consent to any departure from the terms of any other guaranty for all or any of the Obligations; (iv) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Borrower or any other guarantor or obligor in respect of the Obligations or the Guarantor in respect hereof; or (v) the absence of any action on the part of the Bank to obtain payment of the Obligations from the Borrower or from the Guarantor or from any other guarantor or obligor. (b) This Guaranty (i) is a continuing and unconditional guarantee of payment and performance and not of collection and shall remain in full force and effect until the later to occur of (x) all of the Obligations and other expenses guaranteed pursuant to Section 1 hereof have been paid in full and (y) no further Loans are available under the Loan Documents; and (ii) shall continue to be effective or shall be reinstated, as the case may be, if at any time any payment of any of the Obligations is rescinded, avoided or rendered void as a preferential transfer, impermissible set-off, fraudulent conveyance or must otherwise be returned or disgorged by the Bank upon the insolvency, bankruptcy, liquidation bankruptcy or reorganization of Tenant, either the Borrower or the Guarantor or otherwise, all as though such rescinded, avoided or voided payment had not been made, and, and notwithstanding any action or failure to act on the part of the Bank in reliance on such event, Guarantor shall pay to Landlord an amount equal to any such payment that has been rescinded or returnedpayment.

Guarantor’s Obligations Unconditional. (a) This Guarantor's obligations under this Guaranty is an absolute and are unconditional guaranty of payment and of performance, and not of collection, and shall not be enforceable against Guarantor affected, modified, rescinded, reduced or impaired upon the occurrence of any event, including without limitation the necessity following, whether or not with notice to or the consent of Guarantor: (i) the compromise, settlement, release or termination of less than all of the commencement by Landlord obligations, covenants or agreements of Borrower under any Action against Tenantagreement or instrument which concerns the Loans, and without the necessity of Loan Agreement, any other Loan Document or this Guaranty; (ii) the failure to give notice to Guarantor of nonpaymentthe occurrence of a Guaranty Default or a breach under any agreement or instrument between or among the parties, nonperformance including but not limited to the Loan Agreement, this Guaranty or nonobservance the other Loan Documents; (iii) Lender's waiver of the payment, performance or observance by TenantGuarantor or Borrower of any of their respective obligations, covenants or agreements under the Loan Agreement, any other Loan Document or any other instrument, document or agreement; (iv) Lender's waiver of the payment, performance or observance of any obligations, covenants or agreements of Guarantor under this Guaranty (except to the specific extent of such waiver); (v) the extension of time for payment of any amounts due and payable under the Loan Agreement, this Guaranty or any other Loan Document, or the extension of time for performance of any other obligations, covenants or agreements which concern the Loan Agreement, the Loan Documents or this Guaranty, or the renewal of any of the foregoing; (vi) the modification or amendment (whether material or otherwise) of any obligation, covenant or agreement set forth in the Loan Agreement, any renewal, any Loan Documents or this Guaranty; (vii) the taking, suffering or omitting to take any action under the Loan Agreement, any Loan Documents or this Guaranty; (viii) any failure, omission, delay or laches on the part of Lender to enforce, assert or exercise any right, power or remedy conferred on Lender in this Guaranty, under the Loan Agreement, under any Loan Documents or at law, in equity or otherwise; (ix) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors or readjustment of, or other similar proceedings affecting Borrower, Guarantor or any of their respective assets, or any notice allegation or contest of acceptance the validity of this Guaranty, the Loan Agreement, the Loans or of any other notice Loan Document in any such proceeding or demand to which Guarantor might otherwise be entitled, all of which Guarantor hereby expressly waives in advance. The obligations of Guarantor hereunder are independent of the obligations of Tenant.otherwise; (b) If the Lease is renewed, or the Term extended, for any period beyond the Expiration Date, either pursuant to any option granted under the Lease or otherwise, or if Tenant holds over beyond the Expiration Date, the obligations of Guarantor hereunder shall extend and apply to the full and faithful performance and observance of all of the Obligations under the Lease accruing during any renewal, extension or holdover period, except as otherwise expressly and specifically provided in the Lease. (c) Except as otherwise expressly and specifically provided in the Lease, this Guaranty is a continuing guarantee and will remain in full force and effect notwithstanding, and the liability of Guarantor hereunder shall be absolute and unconditional irrespective of: (i) any modifications, alterations or amendments of the Lease (regardless of whether Guarantor consented to or had notice of same), (ii) any releases or discharges of Tenant other than the full release and complete discharge of all of the Obligations, (iii) Landlord’s failure or delay to assert any claim or demand or to enforce any of its rights against Tenant, (iv) any extension of time that may be granted by Landlord to Tenant, (v) any assignment or transfer of all of any part of Tenant’s interest under the Lease (whether by Tenant, by operation of law, or otherwise), (vi) any subletting, concession, franchising, licensing or permitting of the Premises, (vii) any changed or different use of the Premises, (viii) any other dealings or matters occurring between Landlord and Tenant, (ix) the taking by Landlord of any additional guarantees, or the receipt by Landlord of any collateral, from other persons or entities, (x) the release by Landlord of any other guarantor, (xi) Landlord’s release of any security provided under the Lease, or (xii) Landlord’s failure to perfect any landlord’s lien or other lien or security interest available under applicable Laws. Without limiting the foregoing, this Guaranty shall be applicable to any obligations of Tenant arising in connection with a termination of the Lease, whether voluntary or otherwise. Guarantor hereby consents, prospectively, to Landlord’s taking, entering into or otherwise causing any or all of the foregoing actions or omissions. (d) Guarantor hereby expressly agrees that the validity of this Guaranty and the obligations of Guarantor hereunder shall in no way be terminated, affected, diminished or impaired by reason of the assertion or the failure to assert by Landlord against Tenant, of any of the rights or remedies reserved to Landlord pursuant to the provisions of the Lease or by relief of Tenant from any of Tenant’s obligations under the Lease or otherwise by (i) the release or discharge of Tenant Borrower from the performance or observance of any obligation, covenant or agreement, whether contained in the Loan Agreement, any state Loan Documents or federal creditors’ proceedingsarising by operation of law, receivershipin equity or otherwise; (xi) to the extent permitted by law, bankruptcy the release or other proceeding; discharge of Guarantor from the performance or observance of any obligation, covenant or agreement contained in this Guaranty by operation of law, equity or otherwise; (iixii) Borrower's default or failure fully to perform any of its obligations under the Loan Agreement, any Loan or any Loan Document; (xiii) the impairmentdeath, limitation default, dissolution, liquidation, withdrawal or modification release of Guarantor or the failure of Guarantor to perform fully any of its obligations under this Guaranty; (xiv) the invalidity, insufficiency, nonenforceability or lack of genuineness of all or any part of the liability Loan Agreement, this Guaranty, any Loan or any Loan Document; or (xv) the invalidity, insufficiency, unenforceability, lack of Tenant genuineness, loss of or the estate of Tenant change in bankruptcy, priority or reduction in value of any remedy for the enforcement of Tenant’s liability under the Leasesecurity interests, resulting from the operation of liens and/or encumbrances which are granted to Lender to secure any present or future provision Guaranteed Obligations, whether as of the United States Bankruptcy Code (11 U.S.C. § 101 et seqEffective Date or subsequently., as amended), or from other statute, or from the order of any court; or (iii) the rejection, disaffirmance or other termination of the Lease in any such proceeding. This Guaranty shall continue to be effective notwithstanding that at any time the payment of any amount due under the Lease or this Guaranty may be rescinded or must otherwise be returned by Landlord for any reason, including, without limitation, the insolvency, bankruptcy, liquidation or reorganization of Tenant, Guarantor or otherwise, all as though such payment had not been made, and, in such event, Guarantor shall pay to Landlord an amount equal to any such payment that has been rescinded or returned.

Guarantor’s Obligations Unconditional. (a) This Guaranty is an absolute and unconditional guaranty of payment and of performance, and not of collection, and shall be enforceable against Guarantor without the necessity of the commencement by Landlord of any Action against Tenant, and without the necessity of any notice to Guarantor of nonpayment, nonperformance or nonobservance by Tenantnonobservance, or any notice of acceptance of this Guaranty, or of any other notice or demand to which Guarantor might otherwise be entitled, all of which Guarantor hereby expressly waives in advance, other than as expressly required under the Lease. The obligations of Guarantor hereunder are independent of of, and to the extent expressly set forth in this Guaranty may exceed, the obligations of Tenant. (b) If This Guaranty shall apply notwithstanding any extension or renewal of the Lease, or any holdover following the expiration or termination of the Lease is renewed, Term or the Term extended, for any period beyond the Expiration Date, either pursuant to any option granted under renewal or extension of the Lease or otherwise, or if Tenant holds over beyond the Expiration Date, the obligations of Guarantor hereunder shall extend and apply to the full and faithful performance and observance of all of the Obligations under the Lease accruing during any renewal, extension or holdover period, except as otherwise expressly and specifically provided in the LeaseTerm. (c) Except as otherwise expressly and specifically provided in the Lease, this This Guaranty is a continuing guarantee and will remain in full force and effect notwithstanding, and and, except as set forth in Section 2(c), the liability of Guarantor hereunder shall be absolute and unconditional irrespective ofof any or all of the following: (i) any renewals, extensions, modifications, alterations or amendments of the Lease (regardless of whether Guarantor consented to or had notice of same), ; (ii) any releases or discharges of Tenant other than the full release and complete discharge of all of the Obligations, ; (iii) Landlord’s failure or delay to assert any claim or demand or to enforce any of its rights against Tenant, ; (iv) any extension of time that may be granted by Landlord to Tenant, ; (v) any assignment or transfer of all of or any part of Tenant’s interest under the Lease (whether by Tenant, by operation of law, or otherwise), ; (vi) any subletting, concession, franchising, licensing or permitting of the Premises, Premises or any portion thereof; (vii) any changed or different use of the Premises, Premises (or any portion thereof); (viii) any other dealings or matters occurring between Landlord and Tenant, ; (ix) the taking by Landlord of any additional guarantees, or the receipt by Landlord of any collateral, from Tenant or any other persons or entities, ; (x) the release by Landlord of any other guarantor, ; (xi) Landlord’s release of any security provided under the Lease, or ; (xii) Landlord’s failure to perfect any landlord’s lien or other lien or security interest available under applicable Laws. Without limiting Legal Requirements; (xiii) any assumption by any person of any or all of Tenant’s obligations under the Lease, or Tenant’s assignment of any or all of its rights and interests under the Lease, (xiv) the power or authority or lack thereof of Tenant to execute, acknowledge or deliver the Lease; (xv) the existence, non-existence or lapse at any time of Tenant as a legal entity or the existence, non-existence or termination of any corporate, ownership, business or other relationship between Tenant and Guarantor; (xvi) any sale or assignment by Landlord of either or both of this Guaranty and the Lease (including, but not limited to, any direct or collateral assignment by Landlord to any mortgagee) in accordance with the terms of the Lease; (xvii) the solvency or lack of solvency of Tenant at any time or from time to time; or (xviii) any other cause, whether similar or dissimilar to any of the foregoing, that might constitute a legal or equitable discharge of Guarantor (whether or not Guarantor shall have knowledge or notice thereof) other than payment and performance in full of the Obligations. Without in any way limiting the generality of the foregoing, Guarantor specifically agrees that (A) if Tenant’s obligations under the Lease are modified or amended with the express written consent of Landlord, this Guaranty shall extend to such obligations as so amended or modified without notice to, consideration to, or the consent of, Guarantor, and (B) this Guaranty shall be applicable to any obligations of Tenant arising in connection with a termination of the Lease, whether voluntary or otherwise. Guarantor hereby consents, prospectively, to Landlord’s taking, taking or entering into or otherwise causing any or all of the foregoing actions or omissions. For purposes of this Guaranty and the obligations and liabilities of Guarantor hereunder, “Tenant” shall be deemed to include any and all successors and assignees of the tenant under the Lease, as fully as if any of the same were the named Tenant under the Lease. (d) Guarantor hereby expressly agrees that the validity of this Guaranty and the obligations of Guarantor hereunder shall in no way be terminated, affected, diminished or impaired by reason of the assertion or the failure to assert by Landlord against Tenant, of any of the rights or remedies reserved to Landlord pursuant to the provisions of the Lease or by relief of Tenant from any of Tenant’s obligations under the Lease or otherwise by (i) the release or discharge of Tenant in any state or federal creditors’ proceedings, receivership, bankruptcy or other proceeding; (ii) the impairment, limitation or modification of the liability of Tenant or the estate of Tenant in bankruptcy, or of any remedy for the enforcement of Tenant’s liability under the Lease, resulting from the operation of any present or future provision of the United States Bankruptcy Code (11 U.S.C. § 101 et seq., as amended), or from other statute, or from the order of any court; or (iii) the rejection, disaffirmance or other termination of the Lease in any such proceeding. This Guaranty shall continue to be effective notwithstanding that or be reinstated, as the case may be, if at any time the payment of any amount due under the Lease or this Guaranty may be is rescinded or must otherwise be returned by Landlord for any reason, including, without limitation, the insolvency, bankruptcy, liquidation or reorganization of Tenant, Guarantor or otherwise, all as though such payment had not been made, and, in such event, Guarantor shall pay to Landlord an amount equal to any such payment that has been rescinded or returned.

Guarantor’s Obligations Unconditional. (a) This Guaranty is an absolute and unconditional guaranty of payment and of performance, and not of collection, and shall be enforceable against Guarantor without the necessity of the commencement by Landlord of any Action against Tenant, and without the necessity of any notice to Guarantor of nonpayment, nonperformance or nonobservance by Tenantnonobservance, or any notice of acceptance of this Guaranty, or of any other notice or demand to which Guarantor might otherwise be entitled, all of which Guarantor hereby expressly waives in advance. The obligations of Guarantor hereunder are independent of the obligations of Tenant, other than any notice or demand otherwise provided for under this Guaranty. (b) If the Lease is renewed, renewed or the Term extended, thereof extended for any time period beyond the Expiration Date, either whether pursuant to any an option granted under the Lease or otherwise, or if Tenant holds hold over beyond the Expiration Date, the obligations of Guarantor hereunder shall extend and apply to the full and faithful performance and observance of all of the Obligations under the Lease accruing during any such renewal, extension or holdover period, except as otherwise expressly and specifically provided in the Lease. (c) Except as otherwise expressly and specifically provided in the Lease, this This Guaranty is a continuing guarantee and will remain in full force and effect notwithstanding, and the liability of Guarantor hereunder shall be absolute and unconditional irrespective of: (i) any modifications, alterations modifications or amendments of the Lease (regardless of whether Guarantor consented to or had notice of same)Lease, (ii) any releases or discharges of Tenant other than the full release and complete discharge of all of the Obligations, (iii) Landlord’s failure or delay to assert any claim or demand or to enforce any of its rights against Tenant, (iv) any extension of time that may be granted by Landlord to Tenant, (viv) any assignment or transfer of all of or any part of Tenant’s interest under the Lease (whether by Tenant, by operation of law, or otherwise)Lease, (viv) any subletting, concession, franchising, licensing or permitting subletting of the Premises, (viivi) any changed or different use of the Premises, (viiivii) any other dealings or matters occurring between Landlord and Tenant, (ixviii) the taking by Landlord of any additional guarantees, or the receipt by Landlord of any collateral, guarantees from other persons or entities, (xix) the release releasing by Landlord of any other guarantor, (xix) Landlord’s release of any security provided under the Lease, or (xiixi) Landlord’s failure to perfect any landlord’s lien or other lien or security interest available under applicable Applicable Laws. Without limiting the foregoing, this Guaranty shall be applicable to any obligations of Tenant arising in connection with a termination of the Lease, whether voluntary or otherwise. Guarantor hereby consents, prospectively, to Landlord’s taking, taking or entering into or otherwise causing any or all of the foregoing actions or omissionsactions. (d) Guarantor hereby expressly agrees that the validity of this This Guaranty and the obligations of Guarantor hereunder shall in no way be terminated, affected, diminished or impaired by reason effective as of the assertion Commencement Date and shall remain in full force and effect, irrespective of whether or not Tenant shall have entered into possession of the Premises and notwithstanding any delays or failure to assert by Landlord against Tenant, occur of any of the rights or remedies reserved to Landlord pursuant to such entry into possession. (e) Notwithstanding the provisions of this Section 3, if Tenant shall have assigned the Lease or by relief of Tenant from any of Tenant’s obligations under the Lease or otherwise by (i) the release or discharge to a Person which is not an Affiliate of Tenant in any state or federal creditors’ proceedings, receivership, bankruptcy or other proceeding; (ii) accordance with the impairment, limitation or modification terms of the liability of Tenant or the estate of Tenant in bankruptcy, or of any remedy for the enforcement of Tenant’s liability under the Lease, resulting from no modification of such Lease made subsequent to such assignment without the operation written consent of any present or future provision Guarantor shall operate to increase the Obligations of Guarantor under this Guaranty beyond the obligations set forth in the Lease as of the United States Bankruptcy Code (11 U.S.C. § 101 et seqdate of such assignment or to which Guarantor has consented in writing following the date of such assignment., as amended), or from other statute, or from the order of any court; or (iii) the rejection, disaffirmance or other termination of the Lease in any such proceeding. This Guaranty shall continue to be effective notwithstanding that at any time the payment of any amount due under the Lease or this Guaranty may be rescinded or must otherwise be returned by Landlord for any reason, including, without limitation, the insolvency, bankruptcy, liquidation or reorganization of Tenant, Guarantor or otherwise, all as though such payment had not been made, and, in such event, Guarantor shall pay to Landlord an amount equal to any such payment that has been rescinded or returned.

Guarantor’s Obligations Unconditional. (a) This Guaranty is an absolute and unconditional guaranty of payment and of performance, and not of collection, and shall The Guarantor hereby guarantees that the Obligations will be enforceable against Guarantor without paid strictly in accordance with the necessity terms of the commencement by Landlord of any Action against Tenant, and without the necessity of any notice to Guarantor of nonpayment, nonperformance or nonobservance by Tenant, or any notice of acceptance of this Guaranty, or of any other notice or demand to which Guarantor might otherwise be entitled, all of which Guarantor hereby expressly waives in advanceLoan Documents. The obligations of Guarantor hereunder are independent liability of the obligations of Tenant. (b) If the Lease is renewed, or the Term extended, for any period beyond the Expiration Date, either pursuant to any option granted under the Lease or otherwise, or if Tenant holds over beyond the Expiration Date, the obligations of Guarantor hereunder shall extend and apply to the full and faithful performance and observance of all of the Obligations under the Lease accruing during any renewal, extension or holdover period, except as otherwise expressly and specifically provided in the Lease. (c) Except as otherwise expressly and specifically provided in the Lease, this Guaranty is a continuing guarantee and will remain in full force and effect notwithstanding, and the liability of Guarantor hereunder shall be absolute and unconditional unconditional, irrespective of: (i) any modifications, alterations lack of validity or amendments of the Lease (regardless of whether Guarantor consented to or had notice of same), (ii) any releases or discharges of Tenant other than the full release and complete discharge of all of the Obligations, (iii) Landlord’s failure or delay to assert any claim or demand or to enforce any of its rights against Tenant, (iv) any extension of time that may be granted by Landlord to Tenant, (v) any assignment or transfer of all enforceability of any part of Tenant’s interest under the Lease (whether by Tenant, by operation of law, such Loan Document or otherwise), (vi) any subletting, concession, franchising, licensing agreement or permitting of the Premises, (vii) any changed or different use of the Premises, (viii) any other dealings or matters occurring between Landlord and Tenant, (ix) the taking by Landlord of any additional guarantees, or the receipt by Landlord of any collateral, from other persons or entities, (x) the release by Landlord of any other guarantor, (xi) Landlord’s release of any security provided under the Lease, or (xii) Landlord’s failure to perfect any landlord’s lien or other lien or security interest available under applicable Laws. Without limiting the foregoing, this Guaranty shall be applicable to any obligations of Tenant arising in connection with a termination of the Lease, whether voluntary or otherwise. Guarantor hereby consents, prospectively, to Landlord’s taking, entering into or otherwise causing any or all of the foregoing actions or omissions. (d) Guarantor hereby expressly agrees that the validity of this Guaranty and the obligations of Guarantor hereunder shall in no way be terminated, affected, diminished or impaired by reason of the assertion or the failure to assert by Landlord against Tenant, of any of the rights or remedies reserved to Landlord pursuant to the provisions of the Lease or by relief of Tenant from any of Tenant’s obligations under the Lease or otherwise by (i) the release or discharge of Tenant in any state or federal creditors’ proceedings, receivership, bankruptcy or other proceeding; (ii) the impairment, limitation or modification of the liability of Tenant or the estate of Tenant in bankruptcy, or of any remedy for the enforcement of Tenant’s liability under the Lease, resulting from the operation of any present or future provision of the United States Bankruptcy Code (11 U.S.C. § 101 et seq., as amended), or from other statute, or from the order of any court; or (iii) the rejection, disaffirmance or other termination of the Lease in any such proceeding. This Guaranty shall continue to be effective notwithstanding that at any time the payment of any amount due under the Lease or this Guaranty may be rescinded or must otherwise be returned by Landlord for any reasoninstrument relating thereto, including, without limitation, the lack of validity or enforceability of all or any portion of the liens or security interests granted thereby; (ii) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Obligations, or any other amendment or waiver of or consent to any departure from the terms of any such Loan Document; (iii) any exchange or release of, or non-perfection of any lien on or security interest in, any collateral, or any release or amendment or waiver of or consent to any departure from the terms of any other guaranty for all or any of the Obligations; (iv) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Borrower or any other guarantor or obligor in respect of the Obligations or the Guarantor in respect hereof; or (v) the absence of any action on the part of the Lender to obtain payment of the Obligations from the Borrower or from the Guarantor or from any other guarantor or obligor. Notwithstanding anything contained herein to the contrary, if and when the Merger (as defined in the Loan Agreement) is consummated, this Guaranty shall terminate and be of no further force or effect, regardless of whether the Obligations continue in effect thereafter. (b) This Guaranty (i) is a continuing guarantee and shall remain in full force and effect until all of the Obligations have been paid in full; and (ii) shall continue to be effective or shall be reinstated, as the case may be, if at any time any payment of any of the Obligations is rescinded, avoided or rendered void as a preferential transfer, impermissible set-off, fraudulent conveyance or must otherwise be returned or disgorged by the Lender upon the insolvency, bankruptcy, liquidation bankruptcy or reorganization of Tenant, either the Borrower or the Guarantor or otherwise, all as though such rescinded, avoided or voided payment had not been made, and, and notwithstanding any action or failure to act on the part of the Lender in reliance on such event, Guarantor shall pay to Landlord an amount equal to any such payment that has been rescinded or returnedpayment.

Guarantor’s Obligations Unconditional. (a) This Guaranty is an absolute and unconditional The Guarantor hereby guarantees that the Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Collateral Agent or the Lenders with respect thereto. The Guarantor agrees that its guarantee constitutes a guaranty of payment and of performance, when due and not of collection, collection and shall waives any right to require that any resort be enforceable against Guarantor without made by the necessity of Collateral Agent or the commencement by Landlord of Lenders to any Action against Tenant, and without the necessity of any notice to Guarantor of nonpayment, nonperformance or nonobservance by Tenant, or any notice of acceptance of this Guaranty, or of any other notice or demand to which Guarantor might otherwise be entitled, all of which Guarantor hereby expressly waives in advanceCollateral. The obligations of the Guarantor hereunder under this Guaranty are independent of the obligations of Tenant. (b) If the Lease is renewed, or the Term extended, for any period beyond the Expiration Date, either pursuant to any option granted under the Lease Financing Agreement and the other Loan Documents, and a separate action or otherwiseactions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any Borrower or if Tenant holds over beyond the Expiration Date, the obligations of Guarantor hereunder shall extend and apply to the full and faithful performance and observance of all whether any Borrower is joined in any such action. The liability of the Obligations under the Lease accruing during any renewal, extension or holdover period, except as otherwise expressly and specifically provided in the Lease. (c) Except as otherwise expressly and specifically provided in the Lease, this Guaranty is a continuing guarantee and will remain in full force and effect notwithstanding, and the liability of Guarantor hereunder shall be absolute and unconditional irrespective of: (i) any modifications, alterations lack of validity or amendments enforceability of the Lease (regardless of whether Guarantor consented to any Loan Document or had notice of same), any agreement or instrument relating thereto; (ii) any releases change in the time, manner or discharges place of Tenant payment of, or in any other than the full release and complete discharge of term in respect of, all or any of the Obligations, or any other amendment or waiver of or consent to any departure from any provision of any Loan Document other than this Guaranty (including the creation or existence of any Obligations in excess of the amount permitted by any lending formulas contained in the Loan Documents or the amount evidenced by the Loan Documents); (iii) Landlord’s failure any exchange or delay release of, or non-perfection of any Lien on or security interest in, any Collateral, or any release or amendment or waiver of or consent to assert any claim departure from any other guaranty, for all or demand or to enforce any of its rights against Tenant, the Obligations; (iv) the existence of any extension of time claim, set-off, defense or other right that the Guarantor may be granted by Landlord to Tenanthave against any Person, including, without limitation, the Collateral Agent or the Lenders, or (v) any assignment or transfer of all of any part of Tenant’s interest under the Lease (whether by Tenant, by operation of lawother circumstance which might otherwise constitute a defense available to, or otherwise)a discharge of, (vi) any subletting, concession, franchising, licensing Borrower or permitting any other guarantor in respect of the Premises, (vii) any changed or different use of the Premises, (viii) any other dealings or matters occurring between Landlord and Tenant, (ix) the taking by Landlord of any additional guarantees, Obligations or the receipt by Landlord of any collateral, from other persons or entities, Guarantor in respect hereof. (xb) the release by Landlord of any other guarantor, This Guaranty (xii) Landlord’s release of any security provided under the Lease, or (xii) Landlord’s failure to perfect any landlord’s lien or other lien or security interest available under applicable Laws. Without limiting the foregoing, this Guaranty is a continuing guaranty and shall be applicable to any obligations of Tenant arising remain in connection with a termination of the Lease, whether voluntary or otherwise. Guarantor hereby consents, prospectively, to Landlord’s taking, entering into or otherwise causing any or full force and effect until such date on which all of the foregoing actions Obligations and all other expenses to be paid by the Guarantor pursuant hereto shall have been satisfied in full after the Total Commitment shall have been terminated and all Letters of Credit are canceled or omissions. (d) Guarantor hereby expressly agrees that the validity of this Guaranty cash collateralized, and the obligations of Guarantor hereunder shall in no way be terminated, affected, diminished or impaired by reason of the assertion or the failure to assert by Landlord against Tenant, of any of the rights or remedies reserved to Landlord pursuant to the provisions of the Lease or by relief of Tenant from any of Tenant’s obligations under the Lease or otherwise by (i) the release or discharge of Tenant in any state or federal creditors’ proceedings, receivership, bankruptcy or other proceeding; (ii) the impairment, limitation or modification of the liability of Tenant or the estate of Tenant in bankruptcy, or of any remedy for the enforcement of Tenant’s liability under the Lease, resulting from the operation of any present or future provision of the United States Bankruptcy Code (11 U.S.C. § 101 et seq., as amended), or from other statute, or from the order of any court; or (iii) the rejection, disaffirmance or other termination of the Lease in any such proceeding. This Guaranty shall continue to be effective notwithstanding that or shall be reinstated, as the case may be, if at any time the any payment of any amount due under of the Lease or this Guaranty may be Obligations is rescinded or must otherwise be returned by Landlord for any reason, including, without limitation, the Collateral Agent upon the insolvency, bankruptcy, liquidation bankruptcy or reorganization of Tenant, Guarantor any Borrower or otherwise, all as though such payment had not been made, and, in such event, Guarantor shall pay to Landlord an amount equal to any such payment that has been rescinded or returned.

Guarantor’s Obligations Unconditional. (a) This Guaranty is an absolute and unconditional guaranty of payment and of performance, and not of collection, and shall be enforceable against Guarantor without the necessity of the commencement by Landlord of any Action against Tenant, and without the necessity of any notice to Guarantor of nonpayment, nonperformance or nonobservance by Tenantnonobservance, or any notice of acceptance of this Guaranty, or of any other notice or demand to which Guarantor might otherwise be entitled, all of which Guarantor hereby expressly waives in advance. The obligations of Guarantor hereunder are independent of the obligations of Tenant. (b) If the Lease is renewed, or the Term extended, for any period beyond the Expiration Date, either pursuant to any option granted under the Lease or otherwise, or if Tenant holds over beyond the Expiration Date, the obligations of Guarantor hereunder shall extend and apply to the full and faithful performance and observance of all of the Obligations under the Lease accruing during any renewal, extension or holdover period, except as otherwise expressly and specifically provided in the Lease. (c) Except as otherwise expressly and specifically provided in the Lease, this This Guaranty is a continuing guarantee guaranty and will remain in full force and effect notwithstanding, and the liability of Guarantor hereunder shall be absolute and unconditional irrespective of: (i) any modifications, alterations or amendments of the Lease (regardless of whether Guarantor consented to or had notice of same), (ii) any releases or discharges of Tenant other than the full release and complete discharge of all of the Obligations, (iii) Landlord’s failure or delay to assert any claim or demand or to enforce any of its rights against Tenant, (iv) any extension of time that may be granted by Landlord to Tenant, (v) any assignment or transfer of all of any part of Tenant’s interest under the Lease (whether by Tenant, by operation of law, or otherwise), (vi) any subletting, concession, franchising, licensing or permitting of the Premises, (vii) any changed or different use of the Premises, (viii) any other dealings or matters occurring between Landlord and Tenant, (ix) the taking by Landlord of any additional guarantees, or the receipt by Landlord of any collateral, from other persons or entities, (x) the release by Landlord of any other guarantor, (xi) Landlord’s release of any security provided under the Lease, or (xii) Landlord’s failure to perfect any landlord’s lien or other lien or security interest available under applicable Laws. Without limiting the foregoing, this Guaranty shall be applicable to any obligations of Tenant arising in connection with a termination of the Lease, whether voluntary or otherwise. Guarantor hereby consents, prospectively, to Landlord’s taking, taking or entering into or otherwise causing any or all of the foregoing actions or omissions. For purposes of this Guaranty and the obligations and liabilities of Guarantor hereunder, “Tenant” shall be deemed to include any and all concessionaires, licensees, franchisees, department operators, assignees, subtenants, permittees or others directly or indirectly operating or conducting a business in or from the Premises and/or the Property, as fully as if any of the same were the named Tenant under the Lease. (d) Guarantor hereby expressly agrees that the validity of this Guaranty and the obligations of Guarantor hereunder shall in no way be terminated, affected, diminished or impaired by reason of the assertion or the failure to assert by Landlord against Tenant, of any of the rights or remedies reserved to Landlord pursuant to the provisions of the Lease or by relief of Tenant from any of Tenant’s obligations under the Lease or otherwise by (i) the release or discharge of Tenant in any state or federal creditors’ proceedings, receivership, bankruptcy or other proceeding; (ii) the impairment, limitation or modification of the liability of Tenant or the estate of Tenant in bankruptcy, or of any remedy for the enforcement of Tenant’s liability under the Lease, resulting from the operation of any present or future provision of the United States Bankruptcy Code (11 U.S.C. § 101 et seq., as amended), or from other statute, or from the order of any court; or (iii) the rejection, disaffirmance or other termination of the Lease in any such proceeding. This Guaranty shall continue to be effective notwithstanding that if at any time the payment of any amount due under the Lease or this Guaranty may be is rescinded or must otherwise be returned by Landlord for any reason, including, without limitation, the insolvency, bankruptcy, liquidation or reorganization of Tenant, Guarantor or otherwise, all as though such payment had not been made, and, in such event, Guarantor shall pay to Landlord an amount equal to any such payment that has been rescinded or returnedreturned if equitable and permitted by applicable law.

Guarantor’s Obligations Unconditional. (a) A. This Guaranty is an absolute and unconditional guaranty of payment and of performance, and not of collection, and shall be enforceable against Guarantor without the necessity of the commencement by Landlord of any Action against Tenant, and without the necessity of any notice to Guarantor of nonpayment, nonperformance or nonobservance by Tenantnonobservance, or any notice of acceptance of this Guaranty, or of any other notice or demand to which Guarantor might otherwise be entitled, all of which Guarantor hereby expressly waives in advance. The obligations of Guarantor hereunder are independent of of, and may exceed, the obligations of Tenant. (b) If the Lease is renewed, or the Term extended, for B. This Guaranty shall apply notwithstanding any period beyond the Expiration Date, either pursuant to any option granted under the Lease or otherwise, or if Tenant holds over beyond the Expiration Date, the obligations of Guarantor hereunder shall extend and apply to the full and faithful performance and observance of all of the Obligations under the Lease accruing during any renewal, extension or holdover period, except as otherwise expressly and specifically provided in the Lease. (c) Except as otherwise expressly and specifically provided in renewal of the Lease, this or any holdover following the expiration or termination of the Lease Term or any renewal or extension of the Lease Term. C. This Guaranty is a continuing guarantee and will remain in full force and effect notwithstanding, and the liability of Guarantor hereunder shall be absolute and unconditional irrespective ofof any or all of the following: (i) any renewals, extensions, modifications, alterations or amendments of the Lease (regardless of whether Guarantor consented to or had notice of same), ; (ii) any releases or discharges of Tenant other than the full release and complete discharge of all of the Obligations, ; (iii) Landlord’s failure or delay to assert any claim or demand or to enforce any of its rights against Tenant, ; (iv) any extension of time that may be granted by Landlord to Tenant, ; (v) any assignment or transfer of all of or any part of Tenant’s interest under the Lease (whether by Tenant, by operation of law, or otherwise), ; (vi) any subletting, concession, franchising, licensing or permitting of the Premises, Premises or any portion thereof; (vii) any changed or different use of the Premises, Premises (or any portion thereof); (viii) any other dealings or matters occurring between Landlord and Tenant, ; (ix) the taking by Landlord of any additional guarantees, or the receipt by Landlord of any collateral, from Tenant or any other persons or entities, ; (x) the release by Landlord of any other guarantor, ; (xi) Landlord’s release of any security provided under the Lease, or ; (xii) Landlord’s failure to perfect any landlordLandlord’s lien or other lien or security interest available under any applicable statutes, ordinances, rules, regulations, codes, orders, requirements, directives, binding written interpretations and binding written policies, rulings, and decrees of all local, municipal, state and federal governments, departments, agencies, commissions, boards or political subdivisions (“Laws. Without limiting ”); (xiii) any assumption by any person of any or all of Tenant’s obligations under the Lease, or Tenant’s assignment of any or all of its rights and interests under the Lease; (xiv) the power or authority or lack thereof of Tenant to execute, acknowledge or deliver the Lease; (xv) the existence, non-existence or lapse at any time of Tenant as a legal entity or the existence, non-existence or termination of any corporate, ownership, business or other relationship between Tenant and Guarantor; (xvi) any sale or assignment by Landlord of either or both of this Guaranty and the Lease (including, but not limited to, any direct or collateral assignment by Landlord to any mortgagee); (xvii) the solvency or lack of solvency of Tenant at any time or from time to time; or (xviii) any other cause, whether similar or dissimilar to any of the foregoing, that might constitute a legal or equitable discharge of Guarantor (whether or not Guarantor shall have knowledge or notice thereof) other than the full release and complete discharge of all of the Obligations. Without in any way limiting the generality of the foregoing, Guarantor specifically agrees that (A) if Tenant’s obligations under the Lease are modified or amended with the express written consent of Landlord, this Guaranty shall extend to such obligations as so amended or modified without notice to, consideration to, or the consent of, Guarantor, and (B) this Guaranty shall be applicable to any obligations of Tenant arising in connection with a termination of the Lease, whether voluntary or otherwise. Guarantor hereby consents, prospectively, to Landlord’s taking, taking or entering into or otherwise causing any or all of the foregoing actions or omissions. (d) D. Guarantor hereby expressly agrees that the validity of this Guaranty and the obligations of Guarantor hereunder shall in no way be terminated, affected, diminished or impaired by reason of the assertion or the failure to assert by Landlord against Tenant, Tenant of any of the rights or remedies reserved to Landlord pursuant to the provisions of the Lease or by relief of Tenant from any of Tenant’s obligations under the Lease or otherwise by (i) the release or discharge of Tenant in any state or federal creditors’ proceedings, receivership, bankruptcy or other proceeding; (ii) the impairment, limitation or modification of the liability of Tenant or the estate of Tenant in bankruptcy, or of any remedy for the enforcement of Tenant’s liability under the Lease, resulting from the operation of any present or future provision of the United States Bankruptcy Code (11 U.S.C. § 101 et seq., as amended), or from other statute, or from the order of any court; or (iii) the rejection, disaffirmance or other termination of the Lease in any such proceeding. This Guaranty shall continue to be effective notwithstanding that if at any time the payment of any amount due under the Lease or this Guaranty may be is rescinded or must otherwise be returned by Landlord for any reason, including, without limitation, the insolvency, bankruptcy, liquidation or reorganization of Tenant, Guarantor or otherwise, all as though such payment had not been made, and, in such event, Guarantor shall pay to Landlord an amount equal to any such payment that has been rescinded or returned.

Guarantor’s Obligations Unconditional. (a) This Guaranty is an absolute and unconditional guaranty of payment and of performance, and not of collection, and shall be enforceable against Guarantor without the necessity of the commencement by Landlord of any Action against Tenant, and without the necessity of any notice to Guarantor of nonpayment, nonperformance or nonobservance by Tenantnonobservance, or any notice of acceptance of this Guaranty, or of any other notice or demand to which Guarantor might otherwise be entitled, all of which Guarantor hereby expressly waives in advance. The obligations of Guarantor hereunder are independent of the obligations of Tenant. (b) . If the Lease is renewed, or the Term extended, for any period beyond the Expiration Date, either pursuant to any option granted under the Lease or otherwise, or if Tenant holds over beyond the Expiration Date, the obligations of Guarantor hereunder shall extend and apply to the full and faithful performance and observance of all of the Obligations under the Lease accruing during any renewal, extension or holdover period, except as otherwise expressly and specifically provided in the Lease. (c) Except as otherwise expressly and specifically provided in the Lease, this . This Guaranty is a continuing guarantee guaranty and will remain in full force and effect notwithstanding, and the liability of Guarantor hereunder shall be absolute and unconditional irrespective of: (i) any modifications, alterations or amendments of the Lease (regardless of whether Guarantor consented to or had notice of same), (ii) any releases or discharges of Tenant other than the full release and complete discharge of all of the Obligations, (iii) Landlord’s failure or delay to assert any claim or demand or to enforce any of its rights against Tenant, (iv) any extension of time that may be granted by Landlord to Tenant, (v) any assignment or transfer of all of any part of Tenant’s interest under the Lease (whether by Tenant, by operation of law, or otherwise), (vi) any subletting, concession, franchising, licensing or permitting of the Premises, (vii) any changed or different use of the Premises, (viii) any other dealings or matters occurring between Landlord and Tenant, (ix) the taking by Landlord of any additional guarantees, or the receipt by Landlord of any collateral, from other persons or entities, (x) the release by Landlord of any other guarantor, (xi) Landlord’s release of any security provided under the Lease, or (xii) Landlord’s failure to perfect any landlord’s lien or other lien or security interest available under applicable Laws. Without limiting the foregoing, this Guaranty shall be applicable to any obligations of Tenant arising in connection with a termination of the Lease, whether voluntary or otherwise. Guarantor hereby consents, prospectively, to Landlord’s taking, taking or entering into or otherwise causing any or all of the foregoing actions or omissions. (d) . For purposes of this Guaranty and the obligations and liabilities of Guarantor hereunder, “Tenant” shall be deemed to include any and all concessionaires, licensees, franchisees, department operators, assignees, subtenants, permittees or others directly or indirectly operating or conducting a business in or from the Premises and/or the Property, as fully as if any of the same were the named Tenant under the Lease. Guarantor hereby expressly agrees that the validity of this Guaranty and the obligations of Guarantor hereunder shall in no way be terminated, affected, diminished or impaired by reason of the assertion or the failure to assert by Landlord against Tenant, of any of the rights or remedies reserved to Landlord pursuant to the provisions of the Lease or by relief of Tenant from any of Tenant’s obligations under the Lease or otherwise by (i) the release or discharge of Tenant in any state or federal creditors’ proceedings, receivership, bankruptcy or other proceeding; (ii) the impairment, limitation or modification of the liability of Tenant or the estate of Tenant in bankruptcy, or of any remedy for the enforcement of Tenant’s liability under the Lease, resulting from the operation of any present or future provision of the United States Bankruptcy Code (11 U.S.C. § 101 et seq., as amended), or from other statute, or from the order of any court; or (iii) the rejection, disaffirmance or other termination of the Lease in any such proceeding. This Guaranty shall continue to be effective notwithstanding that if at any time the payment of any amount due under the Lease or this Guaranty may be is rescinded or must otherwise be returned by Landlord for any reason, including, without limitation, the insolvency, bankruptcy, liquidation or reorganization of Tenant, Guarantor or otherwise, all as though such payment had not been made, and, in such event, Guarantor shall pay to Landlord an amount equal to any such payment that has been rescinded or returnedreturned if equitable and permitted by applicable law.

Guarantor’s Obligations Unconditional. (a) This Guaranty is an absolute and unconditional guaranty of payment and of performance, and not of collection, and shall be enforceable against Guarantor without the necessity of the commencement by Landlord of any Action against Tenant, and without the necessity of any notice to Guarantor of nonpayment, nonperformance or nonobservance by Tenant, or any notice of acceptance of this Guaranty, or of any other notice or demand to which Guarantor might otherwise be entitled, all of which Guarantor hereby expressly waives in advance4.01. The obligations of Guarantor the Guarantors hereunder are independent shall be irrevocable and shall be primary, absolute and unconditional joint and several recourse obligations, not subject to any defense, set off, recoupment or counterclaim which the Subcharterer or the other Guarantors (or any of them) may have or assert as against any Beneficiary other than the defense that payment or performance of any Guaranteed Obligation is not due under the terms of the obligations of Tenant. (b) If the Lease is renewed, relevant Operative Document or the Term extended, for any period beyond the Expiration Date, either pursuant to any option granted under the Lease terms of this Guarantee or otherwisehas been performed, shall not be affected or if Tenant holds over beyond the Expiration Dateimpaired irrespective of any matter, the obligations of Guarantor hereunder and shall extend and apply to the full and faithful performance and observance of all of the Obligations under the Lease accruing during any renewal, extension or holdover period, except as otherwise expressly and specifically provided in the Lease. (c) Except as otherwise expressly and specifically provided in the Lease, this Guaranty is a continuing guarantee and will remain in full force and effect notwithstandinguntil payment and/or performance in full. Without limiting the generality of the foregoing, and the liability obligations of Guarantor the Guarantors hereunder shall not be absolute and unconditional irrespective of: released, discharged, set off or otherwise affected by (i) the amendment or modification of any modifications, alterations or amendments of the Lease Guaranteed Obligations or of any agreement relating thereto, including any waiver or consent involving a change in the time, manner or place of payment of, or any other term of, all or any of the obligations contained in any of the Guaranteed Obligations (regardless of whether Guarantor except that if any such amendment or modification is effected by any Beneficiary and has not been consented to by the Guarantor Representative in writing in accordance with the terms of this Guarantee the obligations of the Guarantors hereunder shall apply to the Guaranteed Obligations without giving effect to such amendment or had notice modification and from and after any amendment or modification effected by any Guarantor with the consent in writing of samethe Beneficiaries in accordance with the terms of this Guarantee or effected by any Beneficiary with the consent in writing of the Guarantors in accordance with the terms of this Guarantee, this Guarantee shall apply to the Guaranteed Obligations as so amended or modified), (ii) any releases or discharges of Tenant other than the full release and complete discharge of all of the Obligationsfailure, (iii) Landlord’s failure omission or delay of any Person to assert any claim or demand or to enforce any remedy under, or any release of, any agreement relating to the Guaranteed Obligations (except that, if any such release of its an agreement relating to the Guaranteed Obligations (a) is effected by any Beneficiary and has not been consented to in writing by the Guarantor Representative in accordance with the terms of this Guarantee or (b) is effected by any Guarantor and has not been consented to in writing by the Beneficiary Representative in accordance with the terms of this Guarantee, the obligations of the Guarantors hereunder shall apply to the Guaranteed Obligations without giving effect to such release, and, from and after any release effected by any Guarantor with the consent in writing of the Beneficiaries in accordance with the terms of this Guarantee or effected by any Beneficiary with the consent in writing of the Guarantors in accordance with the terms of this Guarantee, this Guarantee shall apply to the Guaranteed Obligations giving effect to such release), any exercise or nonexercise by any person of any right, remedy, power or privilege under any such agreement, (iii) any assignment, conveyance, mortgage or other transfer of all or any part of the respective rights against Tenantand interests of the Subcharterer or the Charterer in, to or under any of the Guaranteed Obligations, or of all or any part of the rights of the Beneficiaries under this Guarantee, (iv) any extension voluntary or involuntary bankruptcy, insolvency, reorganization, liquidation, dissolution, marshalling of time assets and liabilities, receivership, conservatorship, custodianship, assignment for the benefit of creditors, arrangement, composition, readjustment, winding up or similar proceeding (collectively, a “Bankruptcy”) with respect to any Guarantor or any Beneficiary, except that may the obligations of the Guarantors under Section 2.01 shall not be granted accelerated by Landlord to Tenantreason of the Bankruptcy of any Beneficiary, (v) any assignment or transfer of all rejection of any of the Charter Documents or Guaranteed Obligations in a Bankruptcy, except that the obligations of the Guarantors under Section 2.01 shall not extend to a claim or loss resulting from rejection by a Beneficiary of any of the Charter Documents or Guaranteed Obligations in such Beneficiary’s Bankruptcy unless such Bankruptcy resulted from failure on the part of Tenant’s interest under the Lease (whether by Tenant, by operation of law, or otherwise)any Guarantor to perform its obligations, (vi) any sublettingfailure or delay, concessionas the result of actual or alleged force majeure, franchising, licensing or permitting in the fulfillment of any of the PremisesGuaranteed Obligations, (vii) any changed action to obtain or different use enforce any judgment against any Person or the satisfaction of any judgment for partial payment or performance against any Person (except to the Premisesextent of such payment or performance), (viii) any defect in the title, compliance with specifications, condition, design, operation or fitness for use of, or ineligibility for any particular trade of, or any damage to, or loss or destruction of, or any redelivery, repossession, surrender or other dealings interruption or matters occurring between Landlord cessation in the use of, any vessel or other asset subject to a Guaranteed Obligation including any governmental prohibition, political situation, military intervention, restriction, condemnation, requisition or seizure for any reason whatsoever, including any act or omission of any Beneficiary or any Guarantor and Tenantregardless of the duration thereof (even though such duration would otherwise constitute a frustration of a lease or other contract), (ix) the taking by Landlord invalidity of any additional guarantees, or the receipt by Landlord of payment for any collateral, from other persons or entitiesreason whatsoever, (x) the release by Landlord except as expressly provided herein, any merger or consolidation of any Beneficiary or any Guarantor into or with any other guarantorcorporation or other entity, or any other corporate change in any Beneficiary or any Guarantor, or any sale, lease or transfer of any of the assets of the Beneficiaries or any Guarantor to any other Person, or any change in the ownership of any shares of Capital Stock of any Beneficiary or any Guarantor, (xi) Landlord’s release any ineligibility of any security provided vessel which may be the subject of a Guaranteed Obligation for documentation under the Leaselaws of any applicable country, (xii) any default by any Beneficiary or any other Person of its obligations under the Transaction Agreement or (except that Guarantors shall not be liable for Losses suffered by any Beneficiaries resulting solely from any Beneficiary Default) any Guaranteed Obligation, or any failure or delay on the part of any Beneficiary in complying with any terms or covenants under the Transaction Agreement or any such Guaranteed Obligation, or any breach of any representation or warranty by, or any act or omission of, the Beneficiaries under the Transaction Agreement or any such Guaranteed Obligation, (xiii) any other circumstance or occurrence which might otherwise constitute a legal or equitable defense or discharge of the liabilities of a guarantor or indemnitor except for any defense that any applicable Guaranteed Obligation is not due under the terms of the relevant Operative Document or under the terms of this Guarantee or has been performed, (xiv) any counterclaim, set off, deduction or defense which any Guarantor may have against the Beneficiaries or any other Person (other than any defense arising under this Guarantee or any defense that any applicable Guaranteed Obligation is not due or has been performed), and in no event may any Guarantor assert (and each Guarantor hereby waives and agrees not to assert) as a counterclaim, set off, deduction or defense to the obligations of any Guarantor hereunder any claim that any Guarantor may have against the Beneficiaries (other than any defense arising under the terms of this Guarantee) or any party to the Charter Documents; including the Beneficiaries (in such capacity), (xv) any order, ruling, law, regulation or decree now or hereafter in effect which might in any manner affect any of the terms or provisions of any of the Guaranteed Obligations or any of the rights, powers or remedies thereunder of any of the Guarantors, or (xiixvi) Landlord’s any failure by any Beneficiary to perfect defend or mitigate damages respecting any landlord’s lien or other lien or security interest available claim made against any Beneficiary under applicable Laws. Without limiting the foregoingany Operative Document (so long as, if such Beneficiary chooses to take action under Section 2.05 of this Guaranty shall be applicable to any obligations of Tenant arising Guarantee, it acts in connection with a termination of the Lease, whether voluntary or otherwise. Guarantor hereby consents, prospectively, to Landlord’s taking, entering into or otherwise causing any or all of the foregoing actions or omissionscommercially reasonable manner). (d) Guarantor hereby expressly agrees that 4.02. This Guarantee shall continue to be effective, or be reinstated, as the validity of this Guaranty and the obligations of Guarantor hereunder shall in no way be terminatedcase may be, affectedif at any time payment, diminished or impaired by reason of the assertion or the failure to assert by Landlord against Tenantany part thereof, of any of the rights or remedies reserved to Landlord pursuant to the provisions of the Lease or by relief of Tenant from any of Tenant’s obligations under the Lease or otherwise by (i) the release or discharge of Tenant in any state or federal creditors’ proceedings, receivership, bankruptcy or other proceeding; (ii) the impairment, limitation or modification of the liability of Tenant or the estate of Tenant in bankruptcy, or of any remedy for the enforcement of Tenant’s liability under the Lease, resulting from the operation of any present or future provision of the United States Bankruptcy Code (11 U.S.C. § 101 et seq., as amended), or from other statute, or from the order of any court; or (iii) the rejection, disaffirmance or other termination of the Lease in any such proceeding. This Guaranty shall continue to be effective notwithstanding that at any time the payment of any amount due under the Lease or this Guaranty may be Guaranteed Obligations is rescinded or must otherwise be restored or returned by Landlord for the recipient thereof (or the assignee of such recipient) upon a Bankruptcy of any reasonPerson, includingor upon or as a result of the appointment of a custodian, without limitationreceiver, intervenor or conservator of, or trustee or similar officer for, any Person or any substantial part of the insolvencyproperty of any Person, bankruptcy, liquidation or reorganization of Tenant, Guarantor or otherwise, all as though such payment payments had not been made. Upon a Bankruptcy of any Guarantor, andthe Guarantors agree that, in for purposes of this Guarantee and their obligations hereunder, such event, Guarantor shall pay be deemed to Landlord an amount equal to any have been declared in default, with all attendant consequences, whether or not the pendency of such payment that has been rescinded or returnedBankruptcy shall permit the declaration of such default.

Guarantor’s Obligations Unconditional. (a) This Guaranty is an absolute and unconditional The Guarantor hereby guarantees that the Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Lender. The Guarantor agrees that its guarantee constitutes a guaranty of payment and of performance, when due and not of collection, collection and shall waives any right to require that any resort be enforceable against Guarantor without made by the necessity of the commencement by Landlord of Lender to any Action against Tenant, and without the necessity of any notice to Guarantor of nonpayment, nonperformance or nonobservance by Tenant, or any notice of acceptance of this Guaranty, or of any other notice or demand to which Guarantor might otherwise be entitled, all of which Guarantor hereby expressly waives in advanceCollateral. The obligations of the Guarantor hereunder under this Guaranty are independent of the obligations of Tenant. (b) If the Lease is renewed, or the Term extended, for any period beyond the Expiration Date, either pursuant to any option granted under the Lease Loan Agreement and the other Loan Documents, and a separate action or otherwiseactions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any Borrower or if Tenant holds over beyond the Expiration Date, the obligations of Guarantor hereunder shall extend and apply to the full and faithful performance and observance of all whether any Borrower is joined in any such action. The liability of the Obligations under the Lease accruing during any renewal, extension or holdover period, except as otherwise expressly and specifically provided in the Lease. (c) Except as otherwise expressly and specifically provided in the Lease, this Guaranty is a continuing guarantee and will remain in full force and effect notwithstanding, and the liability of Guarantor hereunder shall be absolute and unconditional irrespective of: (i) any modifications, alterations lack of validity or amendments enforceability of the Lease (regardless of whether Guarantor consented to any Loan Document or had notice of same), any agreement or instrument relating thereto; (ii) any releases change in the time, manner or discharges place of Tenant payment of, or in any other than the full release and complete discharge of term in respect of, all or any of the Obligations, or any other amendment or waiver of or consent to any departure from any provision of any Loan Document other than this Guaranty (including the creation or existence of any Obligations in excess of the amount permitted by any lending formulas contained in the Loan Documents or the amount evidenced by the Loan Documents); (iii) Landlord’s failure any exchange or delay release of, or non-perfection of any Lien on or security interest in, any Collateral, or any release or amendment or waiver of or consent to assert any claim departure from any other guaranty, for all or demand or to enforce any of its rights against Tenant, the Obligations; (iv) the existence of any extension of time claim, set-off, defense or other right that the Guarantor may be granted by Landlord to Tenanthave against any Person, including, without limitation, the Lender, or (v) any assignment or transfer of all of any part of Tenant’s interest under the Lease (whether by Tenant, by operation of lawother circumstance which might otherwise constitute a defense available to, or otherwise)a discharge of, (vi) any subletting, concession, franchising, licensing Borrower or permitting any other Guarantor in respect of the Premises, (vii) any changed or different use of the Premises, (viii) any other dealings or matters occurring between Landlord and Tenant, (ix) the taking by Landlord of any additional guarantees, Obligations or the receipt by Landlord of any collateral, from other persons or entities, Guarantor in respect hereof. (xb) the release by Landlord of any other guarantor, This Guaranty (xii) Landlord’s release of any security provided under the Lease, or (xii) Landlord’s failure to perfect any landlord’s lien or other lien or security interest available under applicable Laws. Without limiting the foregoing, this Guaranty is a continuing guaranty and shall be applicable to any obligations of Tenant arising remain in connection with a termination of the Lease, whether voluntary or otherwise. Guarantor hereby consents, prospectively, to Landlord’s taking, entering into or otherwise causing any or full force and effect until such date on which all of the foregoing actions or omissions. (d) Obligations and all other expenses to be paid by the Guarantor hereby expressly agrees that the validity of this Guaranty pursuant hereto shall have been satisfied in full and the obligations of Guarantor hereunder Loan Agreement shall in no way be have been terminated, affected, diminished or impaired by reason of the assertion or the failure to assert by Landlord against Tenant, of any of the rights or remedies reserved to Landlord pursuant to the provisions of the Lease or by relief of Tenant from any of Tenant’s obligations under the Lease or otherwise by (i) the release or discharge of Tenant in any state or federal creditors’ proceedings, receivership, bankruptcy or other proceeding; and (ii) the impairment, limitation or modification of the liability of Tenant or the estate of Tenant in bankruptcy, or of any remedy for the enforcement of Tenant’s liability under the Lease, resulting from the operation of any present or future provision of the United States Bankruptcy Code (11 U.S.C. § 101 et seq., as amended), or from other statute, or from the order of any court; or (iii) the rejection, disaffirmance or other termination of the Lease in any such proceeding. This Guaranty shall continue to be effective notwithstanding that or shall be reinstated, as the case may be, if at any time the any payment of any amount due under of the Lease or this Guaranty may be Obligations is rescinded or must otherwise be returned by Landlord for any reason, including, without limitation, the Lender upon the insolvency, bankruptcy, liquidation bankruptcy or reorganization of Tenant, Guarantor any Borrower or otherwise, all as though such payment had not been made, and, in such event, Guarantor shall pay to Landlord an amount equal to any such payment that has been rescinded or returned.

Guarantor’s Obligations Unconditional. (a) This Guaranty is an absolute shall constitute a guarantee of payment, performance and unconditional guaranty of payment and of performance, compliance and not of collection, and the Guarantor specifically agrees that it shall not be necessary, and that the Guarantor shall not be entitled to require, before or as a condition of enforcing the liability of the Guarantor under this Guaranty or requiring payment or performance of the Guaranteed Obligations by the Guarantor hereunder, or at any time thereafter, that any Holder: (a) file suit or proceed to obtain or assert a claim for personal judgment against the Company or any other Person that may be liable for or with respect to any Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Guaranteed Obligation from the Company or any other Person that may be liable for or with respect to such Guaranteed Obligation, except for the making of the demands, when appropriate, described in Section 1; (c) foreclose against, or seek to realize upon security now or hereafter existing for such Guaranteed Obligations; (d) except to the extent set forth in Section 1, exercise or assert any other right or remedy to which such Holder is or may be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor; or (e) assert or file any claim against the assets of the Company or any other Person liable for any Guaranteed Obligation. The Guarantor agrees that this Guaranty shall be enforceable against Guarantor without the necessity of the commencement by Landlord of any Action against Tenantcontinuing, and without that the necessity of any notice to Guarantor of nonpayment, nonperformance or nonobservance by Tenant, or any notice of acceptance Guaranteed Obligations will be paid and performed in accordance with their terms and the terms of this Guaranty, and are the primary, absolute and unconditional obligations of the Guarantor, irrespective of the value, genuineness, validity, legality, regularity or enforceability or lack thereof of any part of the Guaranteed Obligations or any agreement or instrument relating to the Guaranteed Obligations or this Guaranty, or the existence of any indemnities with respect to the existence of any other notice guarantee of or demand security for any of the Guaranteed Obligations, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to which Guarantor the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise be entitledconstitute a legal or equitable discharge or defense of a surety or guarantor, all it being the intent of which Guarantor hereby expressly waives in advance. The obligations of Guarantor hereunder are independent of this Section 2 that the obligations of Tenantthe Guarantor hereunder shall be irrevocable, primary, absolute and unconditional under any and all circumstances. (b) If The Guarantor hereby expressly waives notice of acceptance of and reliance upon this Guaranty, diligence, presentment, demand of payment or performance, protest and all other notices (except as otherwise provided for in Section 1) whatsoever, any requirement that the Lease is renewedHolders exhaust any right, power or remedy or proceed against the Company or against any other Person under any other guarantee of, or the Term extended, for any period beyond the Expiration Date, either pursuant to any option granted under the Lease or otherwisesecurity for, or if Tenant holds over beyond any other agreement, regarding any of the Expiration DateGuaranteed Obligations. The Guarantor further agrees that, subject solely to the requirement of making demands under Section 1, the obligations occurrence of any event or other circumstance that might otherwise vary the risk of the Company or the Guarantor hereunder shall extend and apply to or constitute a defense (legal or equitable) available to, or a discharge of, or a counterclaim or right of set-off by, the Company or the Guarantor (other than the full and faithful indefeasible due payment and performance and observance of all of the Obligations under Guaranteed Obligations), shall not affect the Lease accruing during any renewal, extension or holdover period, except as otherwise expressly and specifically provided in liability of the LeaseGuarantor hereunder. (c) Except as otherwise expressly and specifically provided in The obligations of the Lease, Guarantor under this Guaranty is a continuing guarantee are not subject to any counterclaim, set-off, deduction, diminution, abatement, recoupment, suspension, deferment or defense based upon any claim the Guarantor or any other Person may have against the Company, any Holder or any other Person, and will shall remain in full force and effect notwithstandingwithout regard to, and shall not be released, discharged or in any way affected by, any circumstances or condition whatsoever (whether or not the liability of Guarantor hereunder or the Company shall be absolute and unconditional irrespective of: have any knowledge or notice thereof), including: (i) any modificationsrenewal, alterations extension, modification, increase, decrease, alteration or amendments rearrangement of all or any part of the Lease (regardless Guaranteed Obligations or any instrument executed in connection therewith, or any contract or understanding with the Company, the Holders, or any of whether Guarantor consented them, or any other Person, pertaining to or had notice of same), the Guaranteed Obligations; (ii) any releases adjustment, indulgence, forbearance or discharges of Tenant compromise that might be granted or given by any Holder to the Company or any other than Person liable on the full release and complete discharge of all of the Guaranteed Obligations, (iii) Landlord’s or the failure or delay of any Holder to assert any claim or demand or to enforce exercise any right or remedy against the Company or any other Person under the provisions of the Note Purchase Agreements, the Notes or otherwise; or any rescission, waiver, amendment or modification of, or any release from any of its rights against Tenantthe terms or provisions of, the Note Purchase Agreements, the Notes, any guarantee or any other agreement; (iii) the insolvency, bankruptcy arrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of the Company or any other Person at any time liable for the payment of all or part of the Guaranteed Obligations; or any dissolution of the Company or any other such Person, or any change, restructuring or termination of the partnership structure or existence of the Company or any other such Person, or any sale, lease or transfer of any or all of the assets of the Company or any other such Person, or any change in the shareholders, partners, or members of the Company or any other such Person; or any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations; (iv) the invalidity, illegality or unenforceability of all or any extension part of time the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including the fact that may be granted the Guaranteed Obligations, or any part thereof, exceed the amount permitted by Landlord law, the act of creating the Guaranteed Obligations or any part is ultra xxxxx, the officers or representatives executing the documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, the Guaranteed Obligations violate applicable usury laws, the Company or any other Person has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from the Company or any other Person, the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations or given to Tenantsecure the repayment of the Guaranteed Obligations) is illegal, uncollectible, legally impossible or unenforceable, or the documents or instruments pertaining to the Guaranteed Obligations have been forged or otherwise are irregular or not genuine or authentic; (v) any assignment full or transfer partial release of the liability of the Company on the Guaranteed Obligations or any part thereof, of any co-guarantors, or of any other Person now or hereafter liable, whether directly or indirectly, jointly, severally, or jointly and severally, to pay, perform, guarantee or assure the payment of the Guaranteed Obligations or any part thereof, it being recognized, acknowledged and agreed by the Guarantor that the Guarantor may be required to pay the Guaranteed Obligations in full without assistance or support of any other Person, and the Guarantor has not been induced to enter into this Guaranty on the basis of a contemplation, belief, understanding or agreement that any parties other than the Company will be liable to perform the Guaranteed Obligations, or that the Holders will look to other parties to perform the Guaranteed Obligations; (vi) the taking or accepting of any other security, collateral or guaranty, or other assurance of payment, for all of or any part of Tenant’s the Guaranteed Obligations; (vii) any release, surrender, exchange, subordination, deterioration, waste, loss or impairment (including negligent, unreasonable or unjustifiable impairment) of any collateral, property or security, at any time existing in connection with, or assuring or securing payment of, all or any part of the Guaranteed Obligations; (viii) the failure of any Holder or any other Person to exercise diligence or reasonable care in the preservation, protection, enforcement, sale or other handling or treatment of all or any part of such collateral, property or security; (ix) the fact that any collateral, security, security interest or lien contemplated or intended to be given, created or granted as security for the repayment of the Guaranteed Obligations shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other security interest or lien, it being recognized and agreed by the Guarantor that the Guarantor is not entering into this Guaranty in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectibility or value of any of the collateral; (x) any payment by the Company to any Holder being held to constitute a preference under any fraudulent conveyance law, or for any reason any Holder being required to refund such payment or pay such amount to the Lease Company or someone else; (xi) any other action taken or omitted to be taken with respect to the Guaranteed Obligations, or the security and collateral therefor, whether by Tenantor not such action or omission prejudices the Guarantor or increases the likelihood that the Guarantor will be required to pay the Guaranteed Obligations pursuant to the terms hereof, it being the unambiguous and unequivocal intention of the Guarantor that it shall be obligated to pay the Guaranteed Obligations when due, notwithstanding any occurrence, circumstance, event, action or omission whatsoever, whether or not contemplated, and whether or not otherwise or particularly described herein, except for the full and final payment and satisfaction of the Guaranteed Obligations in cash; (xii) the fact that all or any of the Guaranteed Obligations cease to exist by operation of law, including by way of a discharge, limitation or otherwise), tolling thereof under applicable bankruptcy laws; (vi) any subletting, concession, franchising, licensing or permitting of the Premises, (vii) any changed or different use of the Premises, (viiixiii) any other dealings circumstance (including any statute of limitations) that might in any manner or matters occurring between Landlord and Tenantto any extent otherwise constitute a defense available to, vary the risk of, or operate as a discharge of, the Company or any Person as a matter of law or equity; (ixxiv) any merger or consolidation of the taking by Landlord Company or any Guarantor into or with any other Person or any sale, lease or transfer of any additional guaranteesof the assets of the Company to any other Person; (xv) any change in the ownership of any shares of capital stock of the Company, or any change in the receipt by Landlord relationship between the Company and the Guarantor or any termination of any collateralsuch relationship; (xvi) any default, from failure or delay, willful or otherwise, in the performance by the Company, the Guarantor or any other persons or entities, (x) the release by Landlord Person of any other guarantor, (xi) Landlord’s release obligations of any security provided kind or character whatsoever under the LeaseNote Purchase Agreements or any other agreement; (xvii) any merger or consolidation of the Company or the Guarantor or any other Person into or with any other Person or any sale, lease, transfer or other disposition of any of the assets of the Company, the Guarantor or any other Person to any other Person, or any change in the ownership of any shares or partnership interests of the Company, the Guarantor or any other Person; (xiixviii) Landlord’s failure in respect of the Company, the Guarantor or any other Person, any change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to perfect the Company, the Guarantor or any landlord’s lien other Person, or other lien impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or security interest available not declared), civil commotion, acts of God or the public enemy, delays or failure of suppliers or carriers, inability to obtain materials, action of any Federal or state regulatory body or agency, change of law or any other causes affecting performance, or any other force majeure, whether or not beyond the control of the Company, the Guarantor or any other Person and whether or not of the kind hereinbefore specified; or (xix) any other occurrence, circumstance, or event whatsoever, whether similar or dissimilar to the foregoing, whether foreseen or unforeseen, and any other circumstance which might otherwise constitute a legal or equitable defense or discharge of the liabilities of a guarantor or surety or which might otherwise limit recourse against the Guarantor; provided that the specific enumeration of the above-mentioned acts, failures or omissions shall not be deemed to exclude any other acts, failures or omissions, though not specifically mentioned above, it being the purpose and intent of this Guaranty and the parties hereto that the obligations of the Guarantor shall be absolute and unconditional and shall not be discharged, impaired or varied except by the payment and performance of all obligations of the Company under applicable Lawsthe Note Purchase Agreements and the Notes in accordance with their respective terms as each may be amended or modified from time to time. Without limiting the foregoing, it is understood that repeated and successive demands may be made and recoveries may be had hereunder as and when, from time to time, the Company or the Guarantor shall default under or in respect of the terms of the Note Purchase Agreements and that notwithstanding recovery hereunder for or in respect of any given default or defaults by the Company or the Guarantor under the Note Purchase Agreements, this Guaranty shall be applicable remain in full force and effect and shall apply to any obligations of Tenant arising in connection with a termination of the Lease, whether voluntary or otherwise. Guarantor hereby consents, prospectively, to Landlord’s taking, entering into or otherwise causing any or all of the foregoing actions or omissions. (d) Guarantor hereby expressly agrees that the validity of this Guaranty and the obligations of Guarantor hereunder shall in no way be terminated, affected, diminished or impaired by reason of the assertion or the failure to assert by Landlord against Tenant, of any of the rights or remedies reserved to Landlord pursuant to the provisions of the Lease or by relief of Tenant from any of Tenant’s obligations under the Lease or otherwise by (i) the release or discharge of Tenant in any state or federal creditors’ proceedings, receivership, bankruptcy or other proceeding; (ii) the impairment, limitation or modification of the liability of Tenant or the estate of Tenant in bankruptcy, or of any remedy for the enforcement of Tenant’s liability under the Lease, resulting from the operation of any present or future provision of the United States Bankruptcy Code (11 U.S.C. § 101 et seq., as amended), or from other statute, or from the order of any court; or (iii) the rejection, disaffirmance or other termination of the Lease in any such proceeding. This Guaranty shall continue to be effective notwithstanding that at any time the payment of any amount due under the Lease or this Guaranty may be rescinded or must otherwise be returned by Landlord for any reason, including, without limitation, the insolvency, bankruptcy, liquidation or reorganization of Tenant, Guarantor or otherwise, all as though such payment had not been made, and, in such event, Guarantor shall pay to Landlord an amount equal to any such payment that has been rescinded or returned.each

Guarantor’s Obligations Unconditional. (a) This Guaranty is an absolute and unconditional The Guarantor hereby guarantees that the Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Collateral Agent or the Lenders with respect thereto. The Guarantor agrees that its guarantee constitutes a guaranty of payment and of performance, when due and not of collection, collection and shall waives any right to require that any resort be enforceable against Guarantor without made by the necessity of Collateral Agent or the commencement by Landlord of Lenders to any Action against Tenant, and without the necessity of any notice to Guarantor of nonpayment, nonperformance or nonobservance by Tenant, or any notice of acceptance of this Guaranty, or of any other notice or demand to which Guarantor might otherwise be entitled, all of which Guarantor hereby expressly waives in advanceCollateral. The obligations of the Guarantor hereunder under this Guaranty are independent of the obligations of Tenant. (b) If the Lease is renewed, or the Term extended, for any period beyond the Expiration Date, either pursuant to any option granted under the Lease Financing Agreement and the other Loan Documents, and a separate action or otherwiseactions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower or if Tenant holds over beyond whether the Expiration Date, the obligations of Guarantor hereunder shall extend and apply to the full and faithful performance and observance of all Borrower is joined in any such action. The liability of the Obligations under the Lease accruing during any renewal, extension or holdover period, except as otherwise expressly and specifically provided in the Lease. (c) Except as otherwise expressly and specifically provided in the Lease, this Guaranty is a continuing guarantee and will remain in full force and effect notwithstanding, and the liability of Guarantor hereunder shall be absolute and unconditional irrespective of: (i) any modifications, alterations lack of validity or amendments enforceability of the Lease (regardless of whether Guarantor consented to any Loan Document or had notice of same), any agreement or instrument relating thereto; (ii) any releases change in the time, manner or discharges place of Tenant payment of, or in any other than the full release and complete discharge of term in respect of, all or any of the Obligations, or any other amendment or waiver of or consent to any departure from any provision of any Loan Document other than this Guaranty (including the creation or existence of any Obligations in excess of the amount permitted by any lending formulas contained in the Loan Documents or the amount evidenced by the Loan Documents); (iii) Landlord’s failure any exchange or delay release of, or non-perfection of any Lien on or security interest in, any Collateral, or any release or amendment or waiver of or consent to assert any claim departure from any other guaranty, for all or demand or to enforce any of its rights against Tenant, the Obligations; (iv) the existence of any extension of time claim, set-off, defense or other right that the Guarantor may be granted by Landlord to Tenanthave against any Person, including, without limitation, the Collateral Agent or the Lenders, or (v) any assignment or transfer of all of any part of Tenant’s interest under the Lease (whether by Tenant, by operation of lawother circumstance which might otherwise constitute a defense available to, or otherwise)a discharge of, (vi) the Borrower or any subletting, concession, franchising, licensing or permitting other guarantor in respect of the Premises, (vii) any changed or different use of the Premises, (viii) any other dealings or matters occurring between Landlord and Tenant, (ix) the taking by Landlord of any additional guarantees, Obligations or the receipt by Landlord of any collateral, from other persons or entities, Guarantor in respect hereof. (xb) the release by Landlord of any other guarantor, This Guaranty (xii) Landlord’s release of any security provided under the Lease, or (xii) Landlord’s failure to perfect any landlord’s lien or other lien or security interest available under applicable Laws. Without limiting the foregoing, this Guaranty is a continuing guaranty and shall be applicable to any obligations of Tenant arising remain in connection with a termination of the Lease, whether voluntary or otherwise. Guarantor hereby consents, prospectively, to Landlord’s taking, entering into or otherwise causing any or full force and effect until such date on which all of the foregoing actions Obligations and all other expenses to be paid by the Guarantor pursuant hereto shall have been satisfied in full after the Total Commitment shall have been terminated and all Letters of Credit are canceled or omissions. (d) Guarantor hereby expressly agrees that the validity of this Guaranty cash collateralized, and the obligations of Guarantor hereunder shall in no way be terminated, affected, diminished or impaired by reason of the assertion or the failure to assert by Landlord against Tenant, of any of the rights or remedies reserved to Landlord pursuant to the provisions of the Lease or by relief of Tenant from any of Tenant’s obligations under the Lease or otherwise by (i) the release or discharge of Tenant in any state or federal creditors’ proceedings, receivership, bankruptcy or other proceeding; (ii) the impairment, limitation or modification of the liability of Tenant or the estate of Tenant in bankruptcy, or of any remedy for the enforcement of Tenant’s liability under the Lease, resulting from the operation of any present or future provision of the United States Bankruptcy Code (11 U.S.C. § 101 et seq., as amended), or from other statute, or from the order of any court; or (iii) the rejection, disaffirmance or other termination of the Lease in any such proceeding. This Guaranty shall continue to be effective notwithstanding that or shall be reinstated, as the case may be, if at any time the any payment of any amount due under of the Lease or this Guaranty may be Obligations is rescinded or must otherwise be returned by Landlord for any reason, including, without limitation, the Collateral Agent upon the insolvency, bankruptcy, liquidation bankruptcy or reorganization of Tenant, Guarantor the Borrower or otherwise, all as though such payment had not been made, and, in such event, Guarantor shall pay to Landlord an amount equal to any such payment that has been rescinded or returned.

Guarantor’s Obligations Unconditional. (a) This Guaranty is an absolute and unconditional guaranty of payment and of performanceThe Guarantor hereby guaranties, and not of collectionsubject to the Maximum Principal Guarantied Amount, and shall that the Obligations will be enforceable against Guarantor without paid strictly in accordance with the necessity terms of the commencement by Landlord of any Action against Tenant, and without the necessity of any notice to Guarantor of nonpayment, nonperformance or nonobservance by Tenant, or any notice of acceptance of this Guaranty, or of any other notice or demand to which Guarantor might otherwise be entitled, all of which Guarantor hereby expressly waives in advanceIndenture. The obligations of Guarantor hereunder are independent liability of the obligations of Tenant. (b) If the Lease is renewed, or the Term extended, for any period beyond the Expiration Date, either pursuant to any option granted under the Lease or otherwise, or if Tenant holds over beyond the Expiration Date, the obligations of Guarantor hereunder shall extend and apply to the full and faithful performance and observance of all of the Obligations under the Lease accruing during any renewal, extension or holdover period, except as otherwise expressly and specifically provided in the Lease. (c) Except as otherwise expressly and specifically provided in the Lease, this Guaranty is a continuing guarantee and will remain in full force and effect notwithstanding, and the liability of Guarantor hereunder shall be absolute and unconditional irrespective of: (i) any modificationslack of validity, alterations irregularity or amendments enforceability of the Lease (regardless of whether Guarantor consented to Indenture, the Interest/Principal Guaranty, this Principal Guaranty, the Notes, the Real Estate Security Documents or had notice of same), any other agreement or instrument relating thereto; (ii) any releases change in the time, manner or discharges place of Tenant payment of or in any other than the full release and complete discharge term in respect of all or any of the Obligations, or any other amendment or waiver of, or consent to, any departure from the Indenture, the Interest/Principal Guaranty, this Principal Guaranty, the Real Estate Security Documents, the Notes or any other agreement or instrument relating thereto; (iii) Landlord’s failure any exchange or delay release of or non- perfection of any lien on or security interest in, any collateral, or any release or amendment or waiver of or consent to assert any claim departure from the Deed, the Secured Note, the Indenture or demand the Notes granted by the Collateral Trustee or to enforce by any Holder, for all or any part of its rights against Tenantthe Obligations, Drovided, however, that, notwithstanding the foregoing, no such change, release, amendment, waiver or consent shall, without the consent of the Guarantor, increase the Principal Amount of the Subordinated Notes; (iv) any extension failure to enforce the provisions of time that may be granted by Landlord to Tenantthe Indenture, any Real Estate Security Documents, any Subordinated Note or any other agreement or instrument relating thereto; or (v) any assignment or transfer of all of any part of Tenant’s interest under the Lease (whether by Tenant, by operation of lawother circumstance which might otherwise constitute a defense available to, or otherwise)a discharge of, (vi) the Owner, the Issuer or the Collateral Trustee or any subletting, concession, franchising, licensing other guarantor with respect to the Obligations or permitting the Guarantor with respect hereto or the obligations of the Premises, (vii) Guarantor under any changed or different use of the Premises, (viii) any other dealings or matters occurring between Landlord and Tenant, (ix) the taking by Landlord of any additional guarantees, or the receipt by Landlord of any collateral, from other persons or entities, (x) the release by Landlord of any other guarantor, (xi) Landlord’s release of any security provided under the Lease, or (xii) Landlord’s failure to perfect any landlord’s lien or other lien or security interest available under applicable Laws. Without limiting the foregoing, this Guaranty shall be applicable to any obligations of Tenant arising in connection with a termination of the Lease, whether voluntary or otherwise. Guarantor hereby consents, prospectively, to Landlord’s taking, entering into or otherwise causing any or all of the foregoing actions or omissionsMarriott Documents. (db) Guarantor hereby expressly agrees that the validity of this This Principal Guaranty and the obligations of Guarantor hereunder shall in no way be terminated, affected, diminished or impaired by reason of the assertion or the failure to assert by Landlord against Tenant, of any of the rights or remedies reserved to Landlord pursuant to the provisions of the Lease or by relief of Tenant from any of Tenant’s obligations under the Lease or otherwise by (i) is a continuing guaranty and shall remain in full force and effect until the release or discharge indefeasible satisfaction in full of Tenant in any state or federal creditors’ proceedings, receivership, bankruptcy or the Obligations and the payment of the other proceedingexpenses to be paid by the Guarantor pursuant hereto; and (ii) the impairment, limitation or modification of the liability of Tenant or the estate of Tenant in bankruptcy, or of any remedy for the enforcement of Tenant’s liability under the Lease, resulting from the operation of any present or future provision of the United States Bankruptcy Code (11 U.S.C. § 101 et seq., as amended), or from other statute, or from the order of any court; or (iii) the rejection, disaffirmance or other termination of the Lease in any such proceeding. This Guaranty shall continue to be effective notwithstanding that or shall be reinstated, as the case may be, if at any time the any payment of any amount due under of the Lease or this Guaranty may be Obligations is rescinded or must otherwise be returned by Landlord for any reason, including, without limitation, Holder upon the insolvency, bankruptcy, liquidation bankruptcy or reorganization of Tenantthe Owner, Guarantor the Issuer or otherwise, all as though such payment had not been made. (c) The Guarantor understands that upon the occurrence of an "Event of Default" under the Deed causing the acceleration of the Secured Note, andany proceeds realized as a result of the foreclosure of the Mortgaged Premises or any part thereof, or other enforcement of the Deed or any other disposition of any collateral security for the Secured Note shall be deemed to have been applied in the order of priority established by Section 506(a) of the Indenture, notwithstanding that, as a result of the direction of any court, the Collateral Trustee shall apply any of such payments or proceeds in any other or different order of priority. Therefore, the Guarantor further agrees that in the event net proceeds shall be realized as a result of the foreclosure of the Mortgaged Premises or other enforcement of the Deed or otherwise (whether prior to or after maturity of the Secured Note) or net proceeds shall be realized upon the disposition of any other collateral security for the Secured Note, or if the Collateral Trustee receives any other payments or prepayments of the Secured Note or with respect of any of the collateral security for the Secured Note, then, irrespective of the collateral security in respect of which such proceeds were derived, without regard to the priority of application of such proceeds pursuant to the Real Estate Security Documents, such payments or net proceeds shall, for purposes of this Principal Guaranty, be deemed allocable, and be applied, in such event, Guarantor shall pay to Landlord an amount equal to any such payment that has been rescinded or returnedaccordance with the priorities established by Section 506(a) of the Indenture.

Guarantor’s Obligations Unconditional. (a) This Guaranty is an absolute shall constitute a guarantee of payment, performance and unconditional guaranty of payment and of performance, compliance and not of collection, and each Guarantor specifically agrees that it shall not be necessary, and that such Guarantor shall not be entitled to require, before or as a condition of enforcing the liability of such Guarantor under this Guaranty or requiring payment or performance of the Guaranteed Obligations by any Guarantor hereunder, or at any time thereafter, that any holder: (a) file suit or proceed to obtain or assert a claim for personal judgment against the Company or any other Person that may be liable for or with respect to any Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Guaranteed Obligation from the Company or any other Person that may be liable for or with respect to such Guaranteed Obligation, except for the making of the demands, when appropriate, described in Section 1; (c) foreclose against, or seek to realize upon security now or hereafter existing for such Guaranteed Obligations; (d) exercise or assert any other right or remedy to which such holder is or may be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor; or (e) assert or file any claim against the assets of the Company or any other Person liable for any Guaranteed Obligation. Each Guarantor agrees that this Guaranty shall be enforceable against Guarantor without the necessity of the commencement by Landlord of any Action against Tenantcontinuing, and without that the necessity of any notice to Guarantor of nonpayment, nonperformance or nonobservance by Tenant, or any notice of acceptance Guaranteed Obligations will be paid and performed in accordance with their terms and the terms of this Guaranty, and are the primary, absolute and unconditional obligations of such Guarantor, irrespective of the value, genuineness, validity, legality, regularity or enforceability or lack thereof of any part of the Guaranteed Obligations or any agreement or instrument relating to the Guaranteed Obligations or this Guaranty, or the existence of any indemnities with respect to the existence of any other notice guarantee of or demand security for any of the Guaranteed Obligations, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to which Guarantor the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise be entitledconstitute a legal or equitable discharge or defense of a surety or guarantor (other than the defense of payment), all it being the intent of which Guarantor hereby expressly waives in advance. The obligations of Guarantor hereunder are independent of this Section 3 that the obligations of Tenanteach Guarantor hereunder shall be irrevocable, primary, absolute and unconditional under any and all circumstances. (b) If Each Guarantor hereby expressly waives notice of acceptance of and reliance upon this Guaranty, diligence, presentment, demand of payment or performance, protest and all other notices whatsoever, any requirement that any holder of the Lease is renewedNotes exhaust any right, power or remedy or proceed against the Company or against any other Person under any other guarantee of, or the Term extended, for any period beyond the Expiration Date, either pursuant to any option granted under the Lease or otherwisesecurity for, or if Tenant holds over beyond any other agreement, regarding any of the Expiration DateGuaranteed Obligations. Each Guarantor further agrees that the occurrence of any event or other circumstance that might otherwise vary the risk of the Company or such Guarantor or constitute a defense (legal or equitable) available to, or a discharge of, or a counterclaim or right of set-off by, the obligations of Company or such Guarantor hereunder shall extend and apply to (other than the full and faithful indefeasible due payment and performance and observance of all of the Obligations under Guaranteed Obligations), shall not affect the Lease accruing during any renewal, extension or holdover period, except as otherwise expressly and specifically provided in liability of the LeaseGuarantor hereunder. (c) Except as otherwise expressly and specifically provided in the Lease, The obligations of each Guarantor under this Guaranty is a continuing guarantee are not subject to any counterclaim, set-off, deduction, diminution, abatement, recoupment, suspension, deferment or defense based upon any claim such Guarantor or any other Person may have against the Company, any holder or any other Person, and will shall remain in full force and effect notwithstandingwithout regard to, and shall not be released, discharged or in any way affected by, any circumstances or condition whatsoever (whether or not such Guarantor or the liability of Guarantor hereunder Company shall be absolute and unconditional irrespective of: have any Knowledge or notice thereof), including: (i) any modificationsrenewal, alterations extension, modification, increase, decrease, alteration or amendments rearrangement of all or any part of the Lease (regardless Guaranteed Obligations or any instrument executed in connection therewith, or any contract or understanding with the Company, the holder, or any of whether Guarantor consented them, or any other Person, pertaining to or had notice of same), the Guaranteed Obligations; (ii) any releases adjustment, indulgence, forbearance or discharges of Tenant compromise that might be granted or given by any holder to the Company or any other than Person liable on the full release and complete discharge of all of the Guaranteed Obligations, (iii) Landlord’s or the failure or delay of any holder to assert any claim or demand or to enforce exercise any right or remedy against the Company or any other Person under the provisions of the Note Purchase Agreement, the Notes, the other Loan Documents or otherwise; or any rescission, waiver, amendment or modification of, or any release from any of its rights against Tenantthe terms or provisions of, the Note Purchase Agreement, the Notes, any other Loan Documents, any guarantee or any other agreement; (iii) the insolvency, bankruptcy arrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of the Company or any other Person at any time liable for the payment of all or part of the Guaranteed Obligations; or any dissolution of the Company or any other such Person, or any change, restructuring or termination of the structure or existence of the Company or any other such Person, or any sale, lease or transfer of any or all of the assets of the Company or any other such Person, or any change in the shareholders, partners, or members of the Company or any other such Person; or any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations; (iv) the invalidity, illegality or unenforceability of all or any extension part of time the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including the fact that may be granted the Guaranteed Obligations, or any part thereof, exceed the amount permitted by Landlord law, the act of creating the Guaranteed Obligations or any part is ultra vires, the officers or representatives executing the documenxx xx otherwise creating the Guaranteed Obligations acted in excess of their authority, the Guaranteed Obligations violate applicable usury laws, the Company or any other Person has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from the Company or any other Person, the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations or given to Tenantsecure the repayment of the Guaranteed Obligations) is illegal, uncollectible, legally impossible or unenforceable, or the documents or instruments pertaining to the Guaranteed Obligations have been forged or otherwise are irregular or not genuine or authentic; (v) any assignment full or transfer partial release of the liability of the Company on the Guaranteed Obligations or any part thereof, of any co-guarantors, or of any other Person now or hereafter liable, whether directly or indirectly, jointly, severally, or jointly and severally, to pay, perform, guarantee or assure the payment of the Guaranteed Obligations or any part thereof, it being recognized, acknowledged and agreed by each Guarantor that such Guarantor may be required to pay the Guaranteed Obligations in full without assistance or support of any other Person, and such Guarantor has not been induced to enter into this Guaranty on the basis of a contemplation, belief, understanding or agreement that any parties other than the Company and the other Guarantors will be liable to perform the Guaranteed Obligations, or that the holder will look to other parties to perform the Guaranteed Obligations; (vi) the taking or accepting of any other security, collateral or guaranty, or other assurance of payment, for all of or any part of Tenant’s the Guaranteed Obligations; (vii) any release, surrender, exchange, subordination, deterioration, waste, loss or impairment (including negligent, unreasonable or unjustifiable impairment) of any collateral, property or security, at any time existing in connection with, or assuring or securing payment of, all or any part of the Guaranteed Obligations; (viii) the failure of any holder or any other Person to exercise diligence or reasonable care in the preservation, protection, enforcement, sale or other handling or treatment of all or any part of such collateral, property or security; (ix) the fact that any collateral, security, security interest or lien contemplated or intended to be given, created or granted as security for the repayment of the Guaranteed Obligations shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other security interest or lien, it being recognized and agreed by each Guarantor that such Guarantor is not entering into this Guaranty in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectibility or value of any of the collateral; (x) any payment by the Company to any holder being held to constitute a preference under any Fraudulent Conveyance Law (as hereinafter defined), or for any reason the Lease holder being required to refund such payment or pay such amount to the Company or someone else; (xi) any other action taken or omitted to be taken with respect to the Guaranteed Obligations, or the security and collateral therefor, whether by Tenantor not such action or omission prejudices such Guarantor or increases the likelihood that such Guarantor will be required to pay the Guaranteed Obligations pursuant to the terms hereof, it being the unambiguous and unequivocal intention of such Guarantor that it shall be obligated to pay the Guaranteed Obligations when due, notwithstanding any occurrence, circumstance, event, action or omission whatsoever, whether or not contemplated, and whether or not otherwise or particularly described herein, except for the full and final payment and satisfaction of the Guaranteed Obligations in cash; (xii) the fact that all or any of the Guaranteed Obligations cease to exist by operation of law, including by way of a discharge, limitation or otherwise), tolling thereof under applicable bankruptcy laws; (vi) any subletting, concession, franchising, licensing or permitting of the Premises, (vii) any changed or different use of the Premises, (viiixiii) any other dealings circumstance (including any statute of limitations) that might in any manner or matters occurring between Landlord and Tenantto any extent otherwise constitute a defense (other than the defense of payment) available to, vary the risk of, or operate as a discharge of, the Company or any Person as a matter of law or equity; (ixxiv) any change in the taking by Landlord ownership of any additional guaranteesshares of capital stock of the Company, or any change in the receipt by Landlord relationship between the Company and such Guarantor or any termination of any collateralsuch relationship; (xv) any default, from other persons failure or entitiesdelay, (x) willful or otherwise, in the release performance by Landlord of the Company, any Guarantor or any other guarantor, (xi) Landlord’s release Person of any security provided under the Lease, or (xii) Landlord’s failure to perfect any landlord’s lien or other lien or security interest available under applicable Laws. Without limiting the foregoing, this Guaranty shall be applicable to any obligations of Tenant arising in connection with a termination any kind or character whatsoever under the Note Purchase Agreement, the Notes, the other Loan Documents or any other agreement; (xvi) any merger or consolidation of the Lease, whether voluntary Company or otherwise. any Guarantor hereby consents, prospectively, to Landlord’s taking, entering or any other Person into or otherwise causing with any other Person or all of the foregoing actions any sale, lease, transfer or omissions. (d) Guarantor hereby expressly agrees that the validity of this Guaranty and the obligations of Guarantor hereunder shall in no way be terminated, affected, diminished or impaired by reason of the assertion or the failure to assert by Landlord against Tenant, other disposition of any of the rights assets of the Company, any Guarantor or remedies reserved any other Person to Landlord pursuant any other Person, or any change in the ownership of any shares or Equity Interests of the Company, any Guarantor or any other Person; (xvii) in respect of the Company, any Guarantor or any other Person, any change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the provisions Company, any Guarantor or any other Person, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), civil commotion, acts of God or the public enemy, delays or failure of suppliers or carriers, inability to obtain materials, action of any national, federal, provincial or state regulatory body or agency, change of law or any other causes affecting performance, or any other force majeure, whether or not beyond the control of the Lease Company, any Guarantor or by relief of Tenant from any of Tenant’s obligations under the Lease other Person and whether or otherwise by (i) the release or discharge of Tenant in any state or federal creditors’ proceedings, receivership, bankruptcy or other proceeding; (ii) the impairment, limitation or modification not of the liability of Tenant or the estate of Tenant in bankruptcy, or of any remedy for the enforcement of Tenant’s liability under the Lease, resulting from the operation of any present or future provision of the United States Bankruptcy Code (11 U.S.C. § 101 et seq., as amended), or from other statute, or from the order of any courtkind hereinbefore specified; or (iii) the rejection, disaffirmance or other termination of the Lease in any such proceeding. This Guaranty shall continue to be effective notwithstanding that at any time the payment of any amount due under the Lease or this Guaranty may be rescinded or must otherwise be returned by Landlord for any reason, including, without limitation, the insolvency, bankruptcy, liquidation or reorganization of Tenant, Guarantor or otherwise, all as though such payment had not been made, and, in such event, Guarantor shall pay to Landlord an amount equal to any such payment that has been rescinded or returned.or

Guarantor’s Obligations Unconditional. (a) This The obligations of the Guarantor under this Guaranty is an Agreement shall be primary, absolute and unconditional guaranty obligations of payment and of performancethe Guarantor, and shall not of collectionbe subject to any counterclaim, set-off, deduction, diminution, abatement, recoupment, suspension, deferment reduction or defense based upon any claim the Guarantor or any other person may have against the Guaranteed Party, and shall be enforceable against Guarantor without the necessity of the commencement by Landlord of any Action against Tenant, and without the necessity of any notice to Guarantor of nonpayment, nonperformance or nonobservance by Tenant, or any notice of acceptance of this Guaranty, or of any other notice or demand to which Guarantor might otherwise be entitled, all of which Guarantor hereby expressly waives in advance. The obligations of Guarantor hereunder are independent of the obligations of Tenant. (b) If the Lease is renewed, or the Term extended, for any period beyond the Expiration Date, either pursuant to any option granted under the Lease or otherwise, or if Tenant holds over beyond the Expiration Date, the obligations of Guarantor hereunder shall extend and apply to the full and faithful performance and observance of all of the Obligations under the Lease accruing during any renewal, extension or holdover period, except as otherwise expressly and specifically provided in the Lease. (c) Except as otherwise expressly and specifically provided in the Lease, this Guaranty is a continuing guarantee and will remain in full force and effect notwithstandingwithout regard to, and the liability of Guarantor hereunder shall not be absolute and unconditional irrespective of: (i) released, discharged or in any modificationsway affected by, alterations any circumstance or amendments of the Lease (regardless of whether Guarantor consented to or had notice of same), (ii) any releases or discharges of Tenant other than the full release and complete discharge of all of the Obligations, (iii) Landlord’s failure or delay to assert any claim or demand or to enforce any of its rights against Tenant, (iv) any extension of time that may be granted by Landlord to Tenant, (v) any assignment or transfer of all of any part of Tenant’s interest under the Lease condition whatsoever (whether by Tenant, by operation of law, or otherwise), (vi) any subletting, concession, franchising, licensing or permitting of not the Premises, (vii) any changed or different use of the Premises, (viii) any other dealings or matters occurring between Landlord and Tenant, (ix) the taking by Landlord of any additional guarantees, Guarantor or the receipt by Landlord of Guaranteed Party shall have any collateral, from other persons knowledge or entities, (x) the release by Landlord of any other guarantor, (xi) Landlord’s release of any security provided under the Lease, or (xii) Landlord’s failure to perfect any landlord’s lien or other lien or security interest available under applicable Laws. Without limiting the foregoing, this Guaranty shall be applicable to any obligations of Tenant arising in connection with a termination of the Lease, whether voluntary or otherwise. Guarantor hereby consents, prospectively, to Landlord’s taking, entering into or otherwise causing any or all of the foregoing actions or omissions. (d) Guarantor hereby expressly agrees that the validity of this Guaranty and the obligations of Guarantor hereunder shall in no way be terminated, affected, diminished or impaired by reason of the assertion or the failure to assert by Landlord against Tenant, of any of the rights or remedies reserved to Landlord pursuant to the provisions of the Lease or by relief of Tenant from any of Tenant’s obligations under the Lease or otherwise by (i) the release or discharge of Tenant in any state or federal creditors’ proceedings, receivership, bankruptcy or other proceeding; (ii) the impairment, limitation or modification of the liability of Tenant or the estate of Tenant in bankruptcy, or of any remedy for the enforcement of Tenant’s liability under the Lease, resulting from the operation of any present or future provision of the United States Bankruptcy Code (11 U.S.C. § 101 et seq., as amendednotice thereof), or from other statute, or from the order of any court; or (iii) the rejection, disaffirmance or other termination of the Lease in any such proceeding. This Guaranty shall continue to be effective notwithstanding that at any time the payment of any amount due under the Lease or this Guaranty may be rescinded or must otherwise be returned by Landlord for any reason, including, without limitation: (a) any furnishing or acceptance of any security; or any release of any security, for any of the Guaranteed Obligations; (b) any waiver, modification or amendment of any of the Guaranteed Obligations, provided that Guarantor’s obligations hereunder shall extend only to the Guaranteed Obligations as so amended, modified or supplemented in accordance with the Gas Contract; (c) any failure, omission or delay on the part of the Payee to enforce, assert or exercise any right, power or remedy conferred on it In this Guaranty Agreement or the Gas Contract; (d) any voluntary or involuntary bankruptcy, insolvency, reorganization arrangement, assignment for the benefit of creditors, composition, receivership, conservatorship, custodianship, liquidation, marshaling of assets and liabilities or similar proceedings with respect to the Guaranteed Party or any other person or any of its or their properties or creditors, or any action taken by any trustee or receiver or by any court in any such proceeding; (e) any restriction or limitation under any applicable exchange control laws or otherwise on the availability to the Guaranteed Party of, or the ability of the Guaranteed Party to make payment In US dollars as and when due under the terms of the. Gas Contract; (f) subject to Section 11 hereof, any merger or consolidation of the Guaranteed Party or the Guarantor into or with any other corporation, or any sale, lease or transfer of any of the assets of the Guaranteed Party or the Guarantor to any other person; (g) subject to Section 11 hereof, any change in the ownership of the capital stock of the Guaranteed Party, or any change in the corporate relationship between the Guaranteed Party and the Guarantor, or any termination of such relationship; and (h) any other occurrence, circumstance, happening or event whatsoever, whether similar or dissimilar to the foregoing, whether foreseen or unforeseen, and any other circumstance which might otherwise constitute a legal or equitable defense or discharge of the liabilities of a guarantor or surety or which might otherwise limit recourse against the Guarantor. Notwithstanding, the insolvencyforegoing, bankruptcy, liquidation or reorganization of Tenant, Guarantor or otherwise, all as though such payment had not been made, and, in such event, the Guarantor shall pay be entitled to Landlord an amount equal assert any and all claims, counterclaims, defenses, offsets and other rights arising under the Gas Contract which the Guaranteed Party could assert against the Payee with respect to any such payment that has been rescinded or returned.the Guaranteed Obligations,

Guarantor’s Obligations Unconditional. (a) This Guaranty is an absolute and unconditional The Guarantor hereby guarantees that the Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or the Lenders with respect thereto. The Guarantor agrees that its guarantee constitutes a guaranty of payment and of performance, when due and not of collection, collection and shall waives any right to require that any resort be enforceable against Guarantor without made by the necessity of Agent or the commencement by Landlord of Lenders to any Action against Tenant, and without the necessity of any notice to Guarantor of nonpayment, nonperformance or nonobservance by Tenant, or any notice of acceptance of this Guaranty, or of any other notice or demand to which Guarantor might otherwise be entitled, all of which Guarantor hereby expressly waives in advanceCollateral. The obligations of the Guarantor hereunder under this Guaranty are independent of the obligations of Tenant. (b) If the Lease is renewed, or the Term extended, for any period beyond the Expiration Date, either pursuant to any option granted under the Lease Financing Agreement and the other Loan Documents, and a separate action or otherwiseactions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower or if Tenant holds over beyond whether the Expiration Date, the obligations of Guarantor hereunder shall extend and apply to the full and faithful performance and observance of all Borrower is joined in any such action. The liability of the Obligations under the Lease accruing during any renewal, extension or holdover period, except as otherwise expressly and specifically provided in the Lease. (c) Except as otherwise expressly and specifically provided in the Lease, this Guaranty is a continuing guarantee and will remain in full force and effect notwithstanding, and the liability of Guarantor hereunder shall be absolute and unconditional irrespective of: (i) any modifications, alterations lack of validity or amendments enforceability of the Lease (regardless of whether Guarantor consented to any Loan Document or had notice of same), any agreement or instrument relating thereto; (ii) any releases change in the time, manner or discharges place of Tenant payment of, or in any other than the full release and complete discharge of term in respect of, all or any of the Obligations, or any other amendment or waiver of or consent to any departure from any provision of any Loan Document other than this Guaranty (including the creation or existence of any Obligations in excess of the amount permitted by any lending formulas contained in the Loan Documents or the amount evidenced by the Loan Documents); (iii) Landlord’s failure any exchange or delay release of, or non-perfection of any Lien on or security interest in, any Collateral, or any release or amendment or waiver of or consent to assert any claim departure from any other guaranty, for all or demand or to enforce any of its rights against Tenant, the Obligations; (iv) the existence of any extension of time claim, set-off, defense or other right that the Guarantor may be granted by Landlord to Tenanthave against any Person, including, without limitation, the Agent or the Lenders, or (v) any assignment or transfer of all of any part of Tenant’s interest under the Lease (whether by Tenant, by operation of lawother circumstance which might otherwise constitute a defense available to, or otherwise)a discharge of, (vi) the Borrower or any subletting, concession, franchising, licensing or permitting other Guarantor in respect of the Premises, (vii) any changed or different use of the Premises, (viii) any other dealings or matters occurring between Landlord and Tenant, (ix) the taking by Landlord of any additional guarantees, Obligations or the receipt by Landlord of any collateral, from other persons or entities, Guarantor in respect hereof. (xb) the release by Landlord of any other guarantor, This Guaranty (xii) Landlord’s release of any security provided under the Lease, or (xii) Landlord’s failure to perfect any landlord’s lien or other lien or security interest available under applicable Laws. Without limiting the foregoing, this Guaranty is a continuing guaranty and shall be applicable to any obligations of Tenant arising remain in connection with a termination of the Lease, whether voluntary or otherwise. Guarantor hereby consents, prospectively, to Landlord’s taking, entering into or otherwise causing any or full force and effect until such date on which all of the foregoing actions or omissions. (d) Obligations and all other expenses to be paid by the Guarantor hereby expressly agrees that pursuant hereto shall have been satisfied in full after the validity of this Guaranty and the obligations of Guarantor hereunder Commitments shall in no way be have been terminated, affected, diminished or impaired by reason of the assertion or the failure to assert by Landlord against Tenant, of any of the rights or remedies reserved to Landlord pursuant to the provisions of the Lease or by relief of Tenant from any of Tenant’s obligations under the Lease or otherwise by (i) the release or discharge of Tenant in any state or federal creditors’ proceedings, receivership, bankruptcy or other proceeding; and (ii) the impairment, limitation or modification of the liability of Tenant or the estate of Tenant in bankruptcy, or of any remedy for the enforcement of Tenant’s liability under the Lease, resulting from the operation of any present or future provision of the United States Bankruptcy Code (11 U.S.C. § 101 et seq., as amended), or from other statute, or from the order of any court; or (iii) the rejection, disaffirmance or other termination of the Lease in any such proceeding. This Guaranty shall continue to be effective notwithstanding that or shall be reinstated, as the case may be, if at any time the any payment of any amount due under of the Lease or this Guaranty may be Obligations is rescinded or must otherwise be returned by Landlord for any reason, including, without limitation, the Agent upon the insolvency, bankruptcy, liquidation bankruptcy or reorganization of Tenant, Guarantor the Borrower or otherwise, all as though such payment had not been made, and, in such event, Guarantor shall pay to Landlord an amount equal to any such payment that has been rescinded or returned.

Guarantor’s Obligations Unconditional. (a) This Guaranty is an absolute The Guarantor hereby guaranties, subject to the Maximum Principal Guarantied Amount and unconditional guaranty of payment and of performancethe Maximmm Interest Guarantied Amount and, and not of collection, and shall be enforceable against Guarantor without in the necessity case of the commencement by Landlord Interest Obligations, to the provisions of any Action against TenantSection 2(d), and without that the necessity Obligations will be paid strictly in accordance with the terms of any notice to Guarantor of nonpayment, nonperformance or nonobservance by Tenant, or any notice of acceptance of this Guaranty, or of any other notice or demand to which Guarantor might otherwise be entitled, all of which Guarantor hereby expressly waives in advancethe Indenture. The obligations of Guarantor hereunder are independent liability of the obligations of Tenant. (b) If the Lease is renewed, or the Term extended, for any period beyond the Expiration Date, either pursuant to any option granted under the Lease or otherwise, or if Tenant holds over beyond the Expiration Date, the obligations of Guarantor hereunder shall extend and apply to the full and faithful performance and observance of all of the Obligations under the Lease accruing during any renewal, extension or holdover period, except as otherwise expressly and specifically provided in the Lease. (c) Except as otherwise expressly and specifically provided in the Lease, this Guaranty is a continuing guarantee and will remain in full force and effect notwithstanding, and the liability of Guarantor hereunder shall be absolute and unconditional irrespective of: (i) any modificationslack of validity, alterations irregularity or amendments enforceability of the Lease (regardless of whether Guarantor consented to Indenture, this Interest/Principal Guaranty, the Principal Guaranty, the Notes, the Real Estate Security Documents or had notice of same), any other agreement or instrument relating thereto; (ii) any releases change in the time, manner or discharges place of Tenant payment of or in any other than the full release and complete discharge term in respect of all or any of the Obligations, or any other amendment or waiver of, or consent to, any departure from the Indenture, this Interest/Principal Guaranty, the Principal Guaranty, the Real Estate Security Documents, the Notes or any other agreement or instrument relating thereto; (iii) Landlord’s failure any exchange or delay release of or non-perfection of any lien on or security interest in, any collateral, or any release or amendment or waiver of or consent to assert any claim departure from the Deed, the Secured Note, the Indenture or demand the Notes granted by the Collateral Trustee or to enforce by any Holder, for all or any of its rights against Tenantthe Obligations, provided, however, that, notwithstanding the foregoing, no such change, release, amendment, waiver or consent shall, without the consent of the Guarantor, increase the Yield Maintenance Amount, the Principal Amount of the Notes, the Original Principal Amount of the Notes, the Interest Rate, the Payment Rate, the Default Rate, the Deferred Interest or the Accreted Amount thereon or increase any premium payable upon redemption thereof; (iv) any extension failure to enforce the provisions of time that may be granted by Landlord to Tenantthe Indenture, any Real Estate Security Documents, any Note or any other agreement or instrument relating thereto; or (v) any assignment or transfer of all of any part of Tenant’s interest under the Lease (whether by Tenant, by operation of lawother circumstance which might otherwise constitute a defense available to, or otherwise)a discharge of, (vi) the Owner, the Issuer or the Collateral Trustee or any subletting, concession, franchising, licensing other guarantor with respect to the Obligations or permitting the Guarantor with respect hereto or the obligations of the Premises, (vii) Guarantor under any changed or different use of the Premises, (viii) any other dealings or matters occurring between Landlord and Tenant, (ix) the taking by Landlord of any additional guarantees, or the receipt by Landlord of any collateral, from other persons or entities, (x) the release by Landlord of any other guarantor, (xi) Landlord’s release of any security provided under the Lease, or (xii) Landlord’s failure to perfect any landlord’s lien or other lien or security interest available under applicable Laws. Without limiting the foregoing, this Guaranty shall be applicable to any obligations of Tenant arising in connection with a termination of the Lease, whether voluntary or otherwise. Guarantor hereby consents, prospectively, to Landlord’s taking, entering into or otherwise causing any or all of the foregoing actions or omissionsMarriott Documents. (db) Guarantor hereby expressly agrees that the validity of this This Interest/Principal Guaranty and the obligations of Guarantor hereunder shall in no way be terminated, affected, diminished or impaired by reason of the assertion or the failure to assert by Landlord against Tenant, of any of the rights or remedies reserved to Landlord pursuant to the provisions of the Lease or by relief of Tenant from any of Tenant’s obligations under the Lease or otherwise by (i) is a continuing guaranty and shall remain in full force and effect until the release or discharge indefeasible satisfaction in full of Tenant in any state or federal creditors’ proceedings, receivership, bankruptcy or the Obligations and the payment of the other proceedingexpenses to be paid by the Guarantor pursuant hereto; and (ii) the impairment, limitation or modification of the liability of Tenant or the estate of Tenant in bankruptcy, or of any remedy for the enforcement of Tenant’s liability under the Lease, resulting from the operation of any present or future provision of the United States Bankruptcy Code (11 U.S.C. § 101 et seq., as amended), or from other statute, or from the order of any court; or (iii) the rejection, disaffirmance or other termination of the Lease in any such proceeding. This Guaranty shall continue to be effective notwithstanding that or shall be reinstated, as the case may be, if at any time the any payment of any amount due under of the Lease or this Guaranty may be Obligations is rescinded or must otherwise be returned by Landlord for any reason, including, without limitation, Holder upon the insolvency, bankruptcy, liquidation bankruptcy or reorganization of Tenantthe Owner, Guarantor the Issuer or otherwise, all as though such payment had not been made. (c) The Guarantor understands that upon the occurrence of an "Event of Default" under the Deed causing the acceleration of the Secured Note, andany proceeds realized as a result of the foreclosure of the Mortgaged Premises or any part thereof, or other enforcement of the Deed or any other disposition of any collateral security for the Secured Note shall be deemed to have been applied in the order of priority established by Section 506(a) of the Indenture, notwithstanding that, as a result of the direction of any court, the Collateral Trustee shall apply any of such payments or proceeds in any other or different order of priority. Therefore, the Guarantor further agrees that in the event net proceeds shall be realized as a result of the foreclosure of the Mortgaged Premises or other enforcement of the Deed or otherwise (whether prior to or after maturity of the Secured Note) or net proceeds shall be realized upon the disposition of any other collateral security for the Secured Note, or if the Collateral Trustee receives any other payments or prepayments of the Secured Note or with respect of any of the collateral security for the Secured Note, then, irrespective of the collateral security in respect of which such proceeds were derived, without regard to the priority of application of such proceeds pursuant to the Real Estate Security Documents, such payments or net proceeds shall, for purposes of this Interest/Principal Guaranty, be deemed allocable, and be applied, in such event, Guarantor shall pay to Landlord an amount equal to any such payment that has been rescinded or returnedaccordance with the priorities established by Section 506(a) of the Indenture.

Guarantor’s Obligations Unconditional. (a) This Guaranty is an absolute and unconditional guaranty of payment and of performance, and not of collection, and shall be enforceable against Guarantor without the necessity of the commencement by Landlord of any Action against Tenant, and without the necessity of any notice to Guarantor of nonpayment, nonperformance or nonobservance by Tenantnonobservance, or any notice of acceptance of this Guaranty, or of any other notice or demand to which Guarantor might otherwise be entitled, all of which Guarantor hereby expressly waives in advance. The obligations of Guarantor hereunder are independent of the obligations of Tenant. (b) If the Lease is renewed, or the Term extended, for any period beyond the Expiration Date, either pursuant to any option granted under the Lease or otherwise, or if Tenant holds over beyond the Expiration Date, the obligations of Guarantor hereunder shall extend and apply to the full and faithful performance and observance of all of the Obligations under the Lease accruing during any renewal, extension or holdover period, except as otherwise expressly and specifically provided in the Lease. (c) Except as otherwise expressly and specifically provided in the Lease, this This Guaranty is a continuing guarantee and will remain in full force and effect notwithstanding, and the liability of Guarantor hereunder shall be absolute and unconditional irrespective of: (i) any modifications, alterations modifications or amendments of the Lease (regardless of whether Guarantor consented to or had notice of same)Lease, (ii) any releases or discharges of Tenant other than the full release and complete discharge of all of the Obligations, (iii) Landlord’s failure or delay to assert any claim or demand or to enforce any of its rights against Tenant, (iv) any extension of time that may be granted by Landlord to Tenant, (viv) any assignment or transfer of all of any part of Tenant’s interest under the Lease (whether by Tenant, by operation of law, or otherwise)Lease, (viv) any subletting, concession, franchising, licensing or permitting subletting of the Premises, (viivi) any changed or different use of the Premises, (viiivii) any other dealings or matters occurring between Landlord and Tenant, (ixviii) the taking by Landlord of any additional guarantees, or the receipt by Landlord of any collateral, guarantees from other persons or entities, (xix) the release releasing by Landlord of any other guarantor, (xix) Landlord’s release of any security provided under the Lease, or (xiixi) Landlord’s failure to perfect any landlord’s lien or other lien or security interest available under applicable Laws. Without limiting the foregoing, this Guaranty shall be applicable to any obligations of Tenant arising in connection with a termination of the Lease, whether voluntary or otherwise. Guarantor hereby consents, prospectively, to Landlord’s taking, taking or entering into or otherwise causing any or all of the foregoing actions or omissionsactions. (d) Guarantor hereby expressly agrees that the validity of this Guaranty and the obligations of Guarantor hereunder shall in no way be terminated, affected, diminished or impaired by reason of the assertion or the failure to assert by Landlord against Tenant, of any of the rights or remedies reserved to Landlord pursuant to the provisions of the Lease or by relief of Tenant from any of Tenant’s obligations under the Lease or otherwise by (i) the release or discharge of Tenant in any state or federal creditors’ proceedings, receivership, bankruptcy or other proceeding; (ii) the impairment, limitation or modification of the liability of Tenant or the estate of Tenant in bankruptcy, or of any remedy for the enforcement of Tenant’s liability under the Lease, resulting from the operation of any present or future provision of the United States Bankruptcy Code (11 U.S.C. § 101 et seq., as amended), or from other statute, or from the order of any court; or (iii) the rejection, disaffirmance or other termination of the Lease in any such proceeding. This Guaranty shall continue to be effective notwithstanding that at any time the payment of any amount due under the Lease or this Guaranty may be rescinded or must otherwise be returned by Landlord for any reason, including, without limitation, the insolvency, bankruptcy, liquidation or reorganization of Tenant, Guarantor or otherwise, all as though such payment had not been made, and, in such event, Guarantor shall pay to Landlord an amount equal to any such payment that has been rescinded or returned.

Guarantor’s Obligations Unconditional. (a) This The Guarantor hereby guarantees that the Obligations will be paid strictly in accordance with the terms of the Loan Documents to which the Borrower is a party, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Lender with respect thereto. The Guarantor agrees that this Guaranty is an absolute and unconditional constitutes a guaranty of payment and of performance, when due and not of collection, collection and shall waives any right to require that any resort be enforceable against Guarantor without made by the necessity of the commencement by Landlord of Lender to any Action against Tenant, and without the necessity of any notice to Guarantor of nonpayment, nonperformance or nonobservance by Tenant, or any notice of acceptance of this Guaranty, or of any other notice or demand to which Guarantor might otherwise be entitled, all of which Guarantor hereby expressly waives in advancecollateral. The obligations of the Guarantor hereunder under this Guaranty are independent of the obligations of Tenant. (b) If the Lease is renewed, or the Term extended, for any period beyond the Expiration Date, either pursuant to any option granted under the Lease Financing Agreement and other Loan Documents, and a separate action or otherwiseactions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower or if Tenant holds over beyond whether the Expiration Date, the obligations of Guarantor hereunder shall extend and apply to the full and faithful performance and observance of all Borrower is joined in any such action. The liability of the Obligations under the Lease accruing during any renewal, extension or holdover period, except as otherwise expressly and specifically provided in the Lease. (c) Except as otherwise expressly and specifically provided in the Lease, this Guaranty is a continuing guarantee and will remain in full force and effect notwithstanding, and the liability of Guarantor hereunder shall be absolute and unconditional irrespective of: (i) any modifications, alterations lack of validity or amendments enforceability of the Lease (regardless of whether Guarantor consented to any Loan Document or had notice of same), any agreement or instrument relating thereto; (ii) any releases change in the time, manner or discharges place of Tenant payment of, or in any other than the full release and complete discharge of term in respect of, all or any of the Obligations, or any other amendment or waiver of or consent to any departure from any Loan Document (including, without limitation, any increase in the obligations of the Borrower resulting from the extension of additional credit to the Borrower or otherwise); (iii) Landlord’s failure any exchange or delay release of, or non-perfection of any lien on or security interest in, any collateral, or any release or amendment or waiver of or consent to assert any claim departure from any other guaranty, for all or demand or to enforce any of its rights against Tenant, the Obligations; (iv) the existence of any extension of claim, set-off, defense or other right that the Guarantor may have at any time that may be granted by Landlord to Tenantagainst any Person, including, without limitation, the Lender; or (v) any assignment or transfer of all of any part of Tenant’s interest under the Lease (whether by Tenant, by operation of lawother circumstance which might otherwise constitute a defense available to, or otherwise)a discharge of, (vi) the Borrower or any subletting, concession, franchising, licensing or permitting other guarantor in respect of the Premises, (vii) any changed or different use of the Premises, (viii) any other dealings or matters occurring between Landlord and Tenant, (ix) the taking by Landlord of any additional guarantees, Obligations or the receipt by Landlord of any collateral, from other persons or entities, Guarantor in respect hereof. (xb) This Guaranty (i) is a continuing guaranty and shall remain in full force and effect until the release by Landlord of any other guarantor, (xi) Landlord’s release of any security provided under satisfaction in full after the Lease, or (xii) Landlord’s failure to perfect any landlord’s lien or other lien or security interest available under applicable Laws. Without limiting the foregoing, this Guaranty shall be applicable to any obligations of Tenant arising in connection with a termination of the Lease, whether voluntary or otherwise. Guarantor hereby consents, prospectively, to Landlord’s taking, entering into or otherwise causing any or all Financing Agreement of the foregoing actions or omissions. (d) Guarantor hereby expressly agrees that the validity of this Guaranty Obligations and the obligations of Guarantor hereunder shall in no way be terminated, affected, diminished or impaired by reason payment of the assertion or other expenses to be paid by the failure to assert by Landlord against Tenant, of any of the rights or remedies reserved to Landlord Guarantor pursuant to the provisions of the Lease or by relief of Tenant from any of Tenant’s obligations under the Lease or otherwise by (i) the release or discharge of Tenant in any state or federal creditors’ proceedings, receivership, bankruptcy or other proceedinghereto; and (ii) the impairment, limitation or modification of the liability of Tenant or the estate of Tenant in bankruptcy, or of any remedy for the enforcement of Tenant’s liability under the Lease, resulting from the operation of any present or future provision of the United States Bankruptcy Code (11 U.S.C. § 101 et seq., as amended), or from other statute, or from the order of any court; or (iii) the rejection, disaffirmance or other termination of the Lease in any such proceeding. This Guaranty shall continue to be effective notwithstanding that or shall be reinstated, as the case may be, if at any time the any payment of any amount due under of the Lease or this Guaranty may be Obligations is rescinded or must otherwise be returned by Landlord for any reason, including, without limitation, the Lender upon the insolvency, bankruptcy, liquidation bankruptcy or reorganization of Tenant, Guarantor the Borrower or otherwise, all as though such payment had not been made, and, in such event, Guarantor shall pay to Landlord an amount equal to any such payment that has been rescinded or returned.

Guarantor’s Obligations Unconditional. (a) This Guaranty is an absolute and unconditional The Guarantor hereby guarantees that the Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Lenders. The Guarantor agrees that its guarantee constitutes a guaranty of payment and of performance, when due and not of collection, collection and shall waives any right to require that any resort be enforceable against Guarantor without the necessity of the commencement made by Landlord of any Action against Tenant, and without the necessity of Lender to any notice to Guarantor of nonpayment, nonperformance or nonobservance by Tenant, or any notice of acceptance of this Guaranty, or of any other notice or demand to which Guarantor might otherwise be entitled, all of which Guarantor hereby expressly waives in advanceCollateral. The obligations of the Guarantor hereunder under this Guaranty are independent of the obligations of Tenant. (b) If the Lease is renewed, or the Term extended, for any period beyond the Expiration Date, either pursuant to any option granted under the Lease Loan Agreement and the other Loan Documents, and a separate action or otherwiseactions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any Borrower or if Tenant holds over beyond the Expiration Date, the obligations of Guarantor hereunder shall extend and apply to the full and faithful performance and observance of all whether any Borrower is joined in any such action. The liability of the Obligations under the Lease accruing during any renewal, extension or holdover period, except as otherwise expressly and specifically provided in the Lease. (c) Except as otherwise expressly and specifically provided in the Lease, this Guaranty is a continuing guarantee and will remain in full force and effect notwithstanding, and the liability of Guarantor hereunder shall be absolute and unconditional irrespective of: (i) any modifications, alterations lack of validity or amendments enforceability of the Lease (regardless of whether Guarantor consented to any Loan Document or had notice of same), any agreement or instrument relating thereto; (ii) any releases change in the time, manner or discharges place of Tenant payment of, or in any other than the full release and complete discharge of term in respect of, all or any of the Obligations, or any other amendment or waiver of or consent to any departure from any provision of any Loan Document other than this Guaranty (including the creation or existence of any Obligations in excess of the amount permitted by any lending formulas contained in the Loan Documents or the amount evidenced by the Loan Documents); (iii) Landlord’s failure any exchange or delay release of, or non-perfection of any Lien on or security interest in, any Collateral, or any release or amendment or waiver of or consent to assert any claim departure from any other guaranty, for all or demand or to enforce any of its rights against Tenant, the Obligations; (iv) the existence of any extension of time claim, set-off, defense or other right that the Guarantor may be granted by Landlord to Tenanthave against any Person, including, without limitation, any Lender, or (v) any assignment or transfer of all of any part of Tenant’s interest under the Lease (whether by Tenant, by operation of lawother circumstance which might otherwise constitute a defense available to, or otherwise)a discharge of, (vi) any subletting, concession, franchising, licensing Borrower or permitting any other guarantor in respect of the Premises, (vii) any changed or different use of the Premises, (viii) any other dealings or matters occurring between Landlord and Tenant, (ix) the taking by Landlord of any additional guarantees, Obligations or the receipt by Landlord of any collateral, from other persons or entities, Guarantor in respect hereof. (xb) the release by Landlord of any other guarantor, This Guaranty (xii) Landlord’s release of any security provided under the Lease, or (xii) Landlord’s failure to perfect any landlord’s lien or other lien or security interest available under applicable Laws. Without limiting the foregoing, this Guaranty is a continuing guaranty and shall be applicable to any obligations of Tenant arising remain in connection with a termination of the Lease, whether voluntary or otherwise. Guarantor hereby consents, prospectively, to Landlord’s taking, entering into or otherwise causing any or full force and effect until such date on which all of the foregoing actions or omissions. (d) Obligations and all other expenses to be paid by the Guarantor hereby expressly agrees that the validity of this Guaranty pursuant hereto shall have been satisfied in full and the obligations of Guarantor hereunder Loan Agreement shall in no way be have been terminated, affected, diminished or impaired by reason of the assertion or the failure to assert by Landlord against Tenant, of any of the rights or remedies reserved to Landlord pursuant to the provisions of the Lease or by relief of Tenant from any of Tenant’s obligations under the Lease or otherwise by (i) the release or discharge of Tenant in any state or federal creditors’ proceedings, receivership, bankruptcy or other proceeding; and (ii) the impairment, limitation or modification of the liability of Tenant or the estate of Tenant in bankruptcy, or of any remedy for the enforcement of Tenant’s liability under the Lease, resulting from the operation of any present or future provision of the United States Bankruptcy Code (11 U.S.C. § 101 et seq., as amended), or from other statute, or from the order of any court; or (iii) the rejection, disaffirmance or other termination of the Lease in any such proceeding. This Guaranty shall continue to be effective notwithstanding that or shall be reinstated, as the case may be, if at any time the any payment of any amount due under of the Lease or this Guaranty may be Obligations is rescinded or must otherwise be returned by Landlord for any reason, including, without limitation, Lender upon the insolvency, bankruptcy, liquidation bankruptcy or reorganization of Tenant, Guarantor any Borrower or otherwise, all as though such payment had not been made, and, in such event, Guarantor shall pay to Landlord an amount equal to any such payment that has been rescinded or returned.

Guarantor’s Obligations Unconditional. (a) This Guaranty is an absolute The Guarantor hereby guarantees that the Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent and unconditional the Lenders. The Guarantor agrees that its guarantee constitutes a guaranty of payment and of performance, when due and not of collection, collection and shall waives any right to require that any resort be enforceable against Guarantor without made by the necessity of the commencement by Landlord of any Action against Tenant, and without the necessity of any notice to Guarantor of nonpayment, nonperformance or nonobservance by Tenant, Agent or any notice of acceptance of this Guaranty, or of Lender to any other notice or demand to which Guarantor might otherwise be entitled, all of which Guarantor hereby expressly waives in advanceCollateral. The obligations of the Guarantor hereunder under this Guaranty are independent of the obligations of Tenant. (b) If the Lease is renewed, or the Term extended, for any period beyond the Expiration Date, either pursuant to any option granted under the Lease Loan Agreement and the other Loan Documents, and a separate action or otherwiseactions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any Borrower or if Tenant holds over beyond the Expiration Date, the obligations of Guarantor hereunder shall extend and apply to the full and faithful performance and observance of all whether any Borrower is joined in any such action. The liability of the Obligations under the Lease accruing during any renewal, extension or holdover period, except as otherwise expressly and specifically provided in the Lease. (c) Except as otherwise expressly and specifically provided in the Lease, this Guaranty is a continuing guarantee and will remain in full force and effect notwithstanding, and the liability of Guarantor hereunder shall be absolute and unconditional irrespective of: (i) any modifications, alterations lack of validity or amendments enforceability of the Lease (regardless of whether Guarantor consented to any Loan Document or had notice of same), any agreement or instrument relating thereto; (ii) any releases change in the time, manner or discharges place of Tenant payment of, or in any other than the full release and complete discharge of term in respect of, all or any of the Obligations, or any other amendment or waiver of or consent to any departure from any provision of any Loan Document other than this Guaranty (including the creation or existence of any Obligations in excess of the amount permitted by any lending formulas contained in the Loan Documents or the amount evidenced by the Loan Documents); (iii) Landlord’s failure any exchange or delay release of, or non-perfection of any Lien on or security interest in, any Collateral, or any release or amendment or waiver of or consent to assert any claim departure from any other guaranty, for all or demand or to enforce any of its rights against Tenant, the Obligations; (iv) the existence of any extension of time claim, set-off, defense or other right that the Guarantor may be granted by Landlord to Tenanthave against any Person, including, without limitation, the Agent or any Lender, or (v) any assignment or transfer of all of any part of Tenant’s interest under the Lease (whether by Tenant, by operation of lawother circumstance which might otherwise constitute a defense available to, or otherwise)a discharge of, (vi) any subletting, concession, franchising, licensing Borrower or permitting any other guarantor in respect of the Premises, (vii) any changed or different use of the Premises, (viii) any other dealings or matters occurring between Landlord and Tenant, (ix) the taking by Landlord of any additional guarantees, Obligations or the receipt by Landlord of any collateral, from other persons or entities, Guarantor in respect hereof. (xb) the release by Landlord of any other guarantor, This Guaranty (xii) Landlord’s release of any security provided under the Lease, or (xii) Landlord’s failure to perfect any landlord’s lien or other lien or security interest available under applicable Laws. Without limiting the foregoing, this Guaranty is a continuing guaranty and shall be applicable to any obligations of Tenant arising remain in connection with a termination of the Lease, whether voluntary or otherwise. Guarantor hereby consents, prospectively, to Landlord’s taking, entering into or otherwise causing any or full force and effect until such date on which all of the foregoing actions or omissions. (d) Obligations and all other expenses to be paid by the Guarantor hereby expressly agrees that the validity of this Guaranty pursuant hereto shall have been satisfied in full and the obligations of Guarantor hereunder Loan Agreement shall in no way be have been terminated, affected, diminished or impaired by reason of the assertion or the failure to assert by Landlord against Tenant, of any of the rights or remedies reserved to Landlord pursuant to the provisions of the Lease or by relief of Tenant from any of Tenant’s obligations under the Lease or otherwise by (i) the release or discharge of Tenant in any state or federal creditors’ proceedings, receivership, bankruptcy or other proceeding; and (ii) the impairment, limitation or modification of the liability of Tenant or the estate of Tenant in bankruptcy, or of any remedy for the enforcement of Tenant’s liability under the Lease, resulting from the operation of any present or future provision of the United States Bankruptcy Code (11 U.S.C. § 101 et seq., as amended), or from other statute, or from the order of any court; or (iii) the rejection, disaffirmance or other termination of the Lease in any such proceeding. This Guaranty shall continue to be effective notwithstanding that or shall be reinstated, as the case may be, if at any time the any payment of any amount due under of the Lease or this Guaranty may be Obligations is rescinded or must otherwise be returned by Landlord for the Agent or any reason, including, without limitation, Lender upon the insolvency, bankruptcy, liquidation bankruptcy or reorganization of Tenant, Guarantor any Borrower or otherwise, all as though such payment had not been made, and, in such event, Guarantor shall pay to Landlord an amount equal to any such payment that has been rescinded or returned.

Guarantor’s Obligations Unconditional. (a) This The obligations of the Guarantor under this Guaranty is an Agreement shall be primary, absolute and unconditional guaranty obligations of payment and of performancethe Guarantor, and shall not of collectionbe subject to any counterclaim, set-off, deduction, diminution, abatement, recoupment, suspension, deferment reduction or defense based upon any claim the Guarantor or any other person may have against the Guaranteed Party, and shall be enforceable against Guarantor without the necessity of the commencement by Landlord of any Action against Tenant, and without the necessity of any notice to Guarantor of nonpayment, nonperformance or nonobservance by Tenant, or any notice of acceptance of this Guaranty, or of any other notice or demand to which Guarantor might otherwise be entitled, all of which Guarantor hereby expressly waives in advance. The obligations of Guarantor hereunder are independent of the obligations of Tenant. (b) If the Lease is renewed, or the Term extended, for any period beyond the Expiration Date, either pursuant to any option granted under the Lease or otherwise, or if Tenant holds over beyond the Expiration Date, the obligations of Guarantor hereunder shall extend and apply to the full and faithful performance and observance of all of the Obligations under the Lease accruing during any renewal, extension or holdover period, except as otherwise expressly and specifically provided in the Lease. (c) Except as otherwise expressly and specifically provided in the Lease, this Guaranty is a continuing guarantee and will remain in full force and effect notwithstandingwithout regard to, and the liability of Guarantor hereunder shall not be absolute and unconditional irrespective of: (i) released, discharged or in any modificationsway affected by, alterations any circumstance or amendments of the Lease (regardless of whether Guarantor consented to or had notice of same), (ii) any releases or discharges of Tenant other than the full release and complete discharge of all of the Obligations, (iii) Landlord’s failure or delay to assert any claim or demand or to enforce any of its rights against Tenant, (iv) any extension of time that may be granted by Landlord to Tenant, (v) any assignment or transfer of all of any part of Tenant’s interest under the Lease condition whatsoever (whether by Tenant, by operation of law, or otherwise), (vi) any subletting, concession, franchising, licensing or permitting of not the Premises, (vii) any changed or different use of the Premises, (viii) any other dealings or matters occurring between Landlord and Tenant, (ix) the taking by Landlord of any additional guarantees, Guarantor or the receipt by Landlord of Guaranteed Party shall have any collateral, from other persons knowledge or entities, (x) the release by Landlord of any other guarantor, (xi) Landlord’s release of any security provided under the Lease, or (xii) Landlord’s failure to perfect any landlord’s lien or other lien or security interest available under applicable Laws. Without limiting the foregoing, this Guaranty shall be applicable to any obligations of Tenant arising in connection with a termination of the Lease, whether voluntary or otherwise. Guarantor hereby consents, prospectively, to Landlord’s taking, entering into or otherwise causing any or all of the foregoing actions or omissions. (d) Guarantor hereby expressly agrees that the validity of this Guaranty and the obligations of Guarantor hereunder shall in no way be terminated, affected, diminished or impaired by reason of the assertion or the failure to assert by Landlord against Tenant, of any of the rights or remedies reserved to Landlord pursuant to the provisions of the Lease or by relief of Tenant from any of Tenant’s obligations under the Lease or otherwise by (i) the release or discharge of Tenant in any state or federal creditors’ proceedings, receivership, bankruptcy or other proceeding; (ii) the impairment, limitation or modification of the liability of Tenant or the estate of Tenant in bankruptcy, or of any remedy for the enforcement of Tenant’s liability under the Lease, resulting from the operation of any present or future provision of the United States Bankruptcy Code (11 U.S.C. § 101 et seq., as amendednotice thereof), or from other statute, or from the order of any court; or (iii) the rejection, disaffirmance or other termination of the Lease in any such proceeding. This Guaranty shall continue to be effective notwithstanding that at any time the payment of any amount due under the Lease or this Guaranty may be rescinded or must otherwise be returned by Landlord for any reason, including, without limitation: (a) any furnishing or acceptance of any security; or any release of any security, for any of the Guaranteed Obligations; (b) any waiver, modification or amendment of any of the Guaranteed Obligations, provided that Guarantor’s obligations hereunder shall extend only to the Guaranteed Obligations as so amended, modified or supplemented in accordance with the Gas Contract; (c) any failure, omission or delay on the part of the Payee to enforce, assert or exercise any right, power or remedy conferred on it in this Guaranty Agreement or the Gas Contract; (d) any voluntary or involuntary bankruptcy, insolvency, reorganization arrangement, assignment for the benefit of creditors, composition, receivership, conservatorship, custodianship, liquidation, marshaling of assets and liabilities or similar proceedings with respect to the Guaranteed Party or any other person or any of its or their properties or creditors, or any action taken by any trustee or receiver or by any court in any such proceeding; (e) any restriction or limitation under any applicable exchange control laws or otherwise on the availability to the Guaranteed Party of, or the ability of the Guaranteed Party to make payment in US dollars as and when due under the terms of the Gas Contract; (f) subject to Section 11 hereof, any merger or consolidation of the Guaranteed Party or the Guarantor into or with any other corporation, or any sale, lease or transfer of any of the assets of the Guaranteed Party or the Guarantor to any other person; (g) subject to Section 11 hereof, any change in the ownership of the capital stock of the Guaranteed Party, or any change in the corporate relationship between the Guaranteed Party and the Guarantor, or any termination of such relationship; and (h) any other occurrence, circumstance, happening or event whatsoever, whether similar or dissimilar to the foregoing, whether foreseen or unforeseen, and any other circumstance which might otherwise constitute a legal or equitable defense or discharge of the liabilities of a guarantor or surety or which might otherwise limit recourse against the Guarantor. Notwithstanding, the insolvencyforegoing, bankruptcy, liquidation or reorganization of Tenant, Guarantor or otherwise, all as though such payment had not been made, and, in such event, the Guarantor shall pay be entitled to Landlord an amount equal assert any and all claims, counterclaims, defenses, offsets and other rights arising under the Gas Contract which the Guaranteed Party could assert against the Payee with respect to any such payment that has been rescinded or returnedthe Guaranteed Obligations.

Guarantor’s Obligations Unconditional. (a) This Guaranty is an absolute and unconditional guaranty The Guarantor hereby guarantees that the Guaranteed Obligations will be paid by the Guarantor strictly in accordance with the terms of payment and of performancethis Limited Guaranty, and not of collection, and shall be enforceable against Guarantor without the necessity of the commencement by Landlord regardless of any Action against Tenantlaw, and without regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the necessity rights of any notice Noteholder with respect to Guarantor of nonpayment, nonperformance or nonobservance any Guaranteed Note covered by Tenant, or any notice of acceptance of this Limited Guaranty, or of any other notice or demand to which Guarantor might otherwise be entitled, all of which Guarantor hereby expressly waives in advance. The obligations of the Guarantor hereunder under this Limited Guaranty are independent of the Company’s obligations under each Guaranteed Note and the other Transaction Documents (as defined in the Guaranteed Notes), and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Limited Guaranty, irrespective of Tenant. (b) If whether any action is brought against the Lease Company or whether the Company is renewed, or the Term extended, for joined in any period beyond the Expiration Date, either pursuant to any option granted under the Lease or otherwise, or if Tenant holds over beyond the Expiration Date, the obligations of Guarantor hereunder shall extend and apply to the full and faithful performance and observance of all such action. The liability of the Obligations under the Lease accruing during any renewal, extension or holdover period, except as otherwise expressly and specifically provided in the Lease. (c) Except as otherwise expressly and specifically provided in the Lease, this Guaranty is a continuing guarantee and will remain in full force and effect notwithstanding, and the liability of Guarantor hereunder shall be absolute and unconditional irrespective of: (i) any modifications, alterations lack of validity or amendments enforceability of the Lease (regardless of whether Guarantor consented to Guaranteed Notes or had notice of same), any other Transaction Document or any agreement or instrument relating thereto; (ii) any releases change in the time, manner or discharges place of Tenant payment of, or in any other term in respect of, all or any of the Guaranteed Notes, or any other amendment or waiver of or consent to any departure from any provision of the Guaranteed Notes or any other Transaction Document other than this Limited Guaranty, including the full release and complete discharge creation or existence of all any Guaranteed Obligations in excess of the Obligationsamount evidenced by the Guaranteed Notes (provided, however, that the terms and conditions of the Guaranteed Notes shall not be amended without the prior written consent of the Guarantor); (iii) Landlord’s failure the existence of any claim, set-off, defense or delay to assert other right that the Guarantor may have against any claim Person, including, without limitation, any Noteholder, or demand or to enforce any of its rights against Tenant, (iv) any extension of time that may be granted by Landlord to Tenant, (v) any assignment or transfer of all of any part of Tenant’s interest under the Lease (whether by Tenant, by operation of lawother circumstance which might otherwise constitute a defense available to, or otherwise)a discharge of, (vi) the Company or any subletting, concession, franchising, licensing or permitting other guarantor in respect of the Premises, (vii) any changed or different use of the Premises, (viii) any other dealings or matters occurring between Landlord and Tenant, (ix) the taking by Landlord of any additional guarantees, Guaranteed Obligations or the receipt by Landlord of any collateral, from other persons or entities, Guarantor in respect hereof. (xb) the release by Landlord of any other guarantor, This Limited Guaranty (xii) Landlord’s release of any security provided under the Lease, or (xii) Landlord’s failure to perfect any landlord’s lien or other lien or security interest available under applicable Laws. Without limiting the foregoing, this Guaranty is a continuing guaranty and shall be applicable to any obligations of Tenant arising remain in connection with a termination of the Lease, whether voluntary or otherwise. Guarantor hereby consents, prospectively, to Landlord’s taking, entering into or otherwise causing any or full force and effect until such date on which all of the foregoing actions or omissions. (d) Guaranteed Obligations and all other expenses to be paid by the Guarantor hereby expressly agrees that the validity of this Guaranty pursuant hereto shall have been satisfied in full, and the obligations of Guarantor hereunder shall in no way be terminated, affected, diminished or impaired by reason of the assertion or the failure to assert by Landlord against Tenant, of any of the rights or remedies reserved to Landlord pursuant to the provisions of the Lease or by relief of Tenant from any of Tenant’s obligations under the Lease or otherwise by (i) the release or discharge of Tenant in any state or federal creditors’ proceedings, receivership, bankruptcy or other proceeding; (ii) the impairment, limitation or modification of the liability of Tenant or the estate of Tenant in bankruptcy, or of any remedy for the enforcement of Tenant’s liability under the Lease, resulting from the operation of any present or future provision of the United States Bankruptcy Code (11 U.S.C. § 101 et seq., as amended), or from other statute, or from the order of any court; or (iii) the rejection, disaffirmance or other termination of the Lease in any such proceeding. This Guaranty shall continue to be effective notwithstanding that or shall be reinstated, as the case may be, if at any time the any payment of any amount due under of the Lease or this Guaranty may be Guaranteed Obligations is rescinded or must otherwise be returned by Landlord for any reason, including, without limitation, Noteholder upon the insolvency, bankruptcy, liquidation bankruptcy or reorganization of Tenant, Guarantor the Company or otherwise, all as though such payment had not been made, and, in such event, Guarantor shall pay to Landlord an amount equal to any such payment that has been rescinded or returned.

Guarantor’s Obligations Unconditional. (a) 3.1 This Guaranty is an absolute and unconditional guaranty of payment and of performance, and not of collection, and shall be enforceable against Guarantor without the necessity of the commencement by Landlord of any Action against TenantTenant (but Tenant must be in default under the Lease beyond any applicable notice and cure periods), and without the necessity of any notice to Guarantor of nonpayment, nonperformance or nonobservance by Tenantnonobservance, or any notice of acceptance of this Guaranty, or of any other notice or demand to which Guarantor might otherwise be entitled, all of which Guarantor hereby expressly waives in advance. The obligations of Guarantor hereunder are independent of of, and may exceed, the obligations of Tenant. (b) 3.2 If the Lease is renewed, or the Term extended, for any period beyond the Expiration Date, either pursuant to any option granted under the Lease or otherwise, or if Tenant holds over beyond the Expiration Date, the obligations of Guarantor hereunder shall extend and apply to the full and faithful performance and observance of all of the Obligations under the Lease accruing during any renewal, extension or holdover period, except as otherwise expressly and specifically provided in the Lease. (c) Except as otherwise expressly and specifically provided in the Lease, this 3.3 This Guaranty is a continuing guarantee and will remain in full force and effect notwithstanding, and the liability of Guarantor hereunder shall be absolute and unconditional irrespective of: (i) any modifications, alterations or amendments of the Lease (regardless of whether Guarantor consented to or had notice of same), (ii) any releases or discharges of Tenant other than the full release and complete discharge of all of the Obligations, (iii) Landlord’s failure or delay to assert any claim or demand or to enforce any of its rights against Tenant, (iv) any extension of time that may be granted by Landlord to Tenant, (v) any assignment or transfer of all of any part of Tenant’s interest under the Lease (whether by Tenant, by operation of law, or otherwise), (vi) any subletting, concession, franchising, licensing or permitting of the Premises, (vii) any changed or different use of the Premises, (viii) any other dealings or matters occurring between Landlord and Tenant, (ix) the taking by Landlord of any additional guarantees, or the receipt by Landlord of any collateral, from other persons or entities, (x) the release by Landlord of any other guarantor, (xi) Landlord’s release of any security provided under the Lease, or (xii) Landlord’s failure to perfect any landlord’s lien or other lien or security interest available under applicable Laws. Without limiting the foregoing, this Guaranty shall be applicable to any obligations of Tenant arising in connection with a termination of the Lease, whether voluntary or otherwise. Guarantor hereby consents, prospectively, to Landlord’s taking, taking or entering into or otherwise causing any or all of the foregoing actions or omissions. For purposes of this Guaranty and the obligations and liabilities of Guarantor hereunder, “Tenant” shall be deemed to include any and all licensees, franchisees, assignees, subtenants, permittees or others directly or indirectly operating or conducting a business in or from the Premises and/or the Property, as fully as if any of the same were the named Tenant under the Lease. (d) 3.4 Guarantor hereby expressly agrees that the validity of this Guaranty and the obligations of Guarantor hereunder shall in no way be terminated, affected, diminished or impaired by reason of the assertion or the failure to assert by Landlord against Tenant, of any of the rights or remedies reserved to Landlord pursuant to the provisions of the Lease or by relief of Tenant from any of Tenant’s obligations under the Lease or otherwise by (i) the release or discharge of Tenant in any state or federal creditors’ proceedings, receivership, bankruptcy or other proceeding; (ii) the impairment, limitation or modification of the liability of Tenant or the estate of Tenant in bankruptcy, or of any remedy for the enforcement of Tenant’s liability under the Lease, resulting from the operation of any present or future provision of the United States Bankruptcy Code (11 U.S.C. § 101 et seq., as amended), or from other statute, or from the order of any court; or (iii) the rejection, disaffirmance or other termination of the Lease in any such proceeding. This Guaranty shall continue to be effective notwithstanding that if at any time the payment of any amount due under the Lease or this Guaranty may be is rescinded or must otherwise be returned by Landlord for any reason, including, without limitation, the insolvency, bankruptcy, liquidation or reorganization of Tenant, Guarantor or otherwise, all as though such payment had not been made, and, in such event, Guarantor shall pay to Landlord an amount equal to any such payment that has been rescinded or returned.

Guarantor’s Obligations Unconditional. (a) This Guaranty is an absolute and unconditional guaranty of payment and of performance, and not of collection, and shall be enforceable against Guarantor without the necessity of the commencement by Landlord Lessor of any Action against TenantLessee, and without the necessity of any notice to Guarantor of nonpayment, nonperformance or nonobservance by Tenantnonobservance, or any notice of acceptance of this Guaranty, or of any other notice or demand to which Guarantor might otherwise be entitled, all of which Guarantor hereby expressly waives in advance, other than as expressly required under the Lease. The obligations of Guarantor hereunder are independent of of, and to the extent expressly set forth in this Guaranty may exceed, the obligations of TenantLessee. (b) If the Lease is renewed, or the Term extended, for any period beyond the Expiration Date, either pursuant to any option granted under the Lease or otherwise, or if Tenant holds over beyond the Expiration Date, the obligations of Guarantor hereunder shall extend and apply to the full and faithful performance and observance of all of the Obligations under the Lease accruing during any renewal, extension or holdover period, except as otherwise expressly and specifically provided in the Lease. (c) Except as otherwise expressly and specifically provided in the Lease, this This Guaranty is a continuing guarantee and will remain in full force and effect notwithstanding, and the liability of Guarantor hereunder shall be absolute and unconditional irrespective ofof any or all of the following: (i) any renewals, extensions, modifications, alterations or amendments of the Lease (regardless of whether Guarantor consented to or had notice of same), ; (ii) any releases or discharges of Tenant Lessee other than the full release and complete discharge of all of the Obligations, ; (iii) LandlordLessor’s failure or delay to assert any claim or demand or to enforce any of its rights against Tenant, Lessee; (iv) any extension of time that may be granted by Landlord Lessor to Tenant, Lessee; (v) any assignment or transfer of all of any part of TenantLessee’s interest under the Lease (whether by TenantLessee, by operation of law, or otherwise), ; (vi) any subletting, concession, franchising, licensing or permitting of the Premises, Property or any portion thereof; (vii) any changed or different use of the Premises, Property (or any portion thereof); (viii) any other dealings or matters occurring between Landlord Lessor and Tenant, Lessee; (ix) the taking by Landlord Lessor of any additional guarantees, or the receipt by Landlord Lessor of any collateral, from Lessee or any other persons or entities, ; (x) the release by Landlord Lessor of any other guarantor, ; (xi) LandlordLessor’s release of any security provided under the Lease; (xii) any assumption by any person of any or all of Lessee’s obligations under the Lease, or Lessee’s assignment of any or all of its rights and interests under the Lease, (xiii) the power or authority or lack thereof of Lessee to execute, acknowledge or deliver the Lease; (xiv) the existence, non-existence or lapse at any time of Lessee as a legal entity or the existence, non-existence or termination of any corporate, ownership, business or other relationship between Lessee and Guarantor; (xv) any sale or assignment by Lessor of either or both of this Guaranty and the Lease (including, but not limited to, any direct or collateral assignment by Lessor to any mortgagee) in accordance with the terms of the Lease; (xvi) the solvency or lack of solvency of Lessee at any time or from time to time; (xvii) Lessee’s holding over at the end of or earlier termination of the term, or (xiixviii) Landlord’s failure any other cause, whether similar or dissimilar to perfect any landlord’s lien or other lien or security interest available under applicable Laws. Without limiting of the foregoing, that might constitute a legal or equitable discharge of Guarantor (whether or not Guarantor shall have knowledge or notice thereof) other than payment and performance in full of the Obligations. Without in any way limiting the generality of the foregoing, Guarantor specifically agrees that (A) if Lessee’s obligations under the Lease are modified or amended with the express written consent of Lessor, this Guaranty shall extend to such obligations as so amended or modified without notice to, consideration to, or the consent of, Guarantor, and (B) this Guaranty shall be applicable to any obligations of Tenant Lessee arising in connection with a termination of the Lease, whether voluntary or otherwise. Guarantor hereby consents, prospectively, to LandlordLessor’s taking, taking or entering into or otherwise causing any or all of the foregoing actions or omissions. For purposes of this Guaranty and the obligations and liabilities of Guarantor hereunder, “Lessee” shall be deemed to include any and all successors and assignees of the tenant under the Lease as fully as if any of the same were the named Lessee under the Lease. (dc) Guarantor hereby expressly agrees that the validity of this Guaranty and the obligations of Guarantor hereunder shall in no way be terminated, affected, diminished or impaired by reason of the assertion or the failure to assert by Landlord Lessor against TenantLessee, of any of the rights or remedies reserved to Landlord Lessor pursuant to the provisions of the Lease or by relief of Tenant Lessee from any of TenantLessee’s obligations under the Lease or otherwise by (i) the release or discharge of Tenant Lessee in any state or federal creditors’ proceedings, receivership, bankruptcy or other proceedingBankruptcy Event; (ii) the impairment, limitation or modification of the liability of Tenant Lessee or the estate of Tenant Lessee in bankruptcy, or of any remedy for the enforcement of Tenant’s liability under the Lease, resulting from the operation of any present or future provision of the United States a Bankruptcy Code (11 U.S.C. § 101 et seq., as amended), or from other statute, or from the order of any courtEvent; or (iii) the rejection, disaffirmance or other termination of the Lease in any such proceedingBankruptcy Event. This Guaranty shall continue to be effective notwithstanding that if at any time the payment of any amount due under the Lease or this Guaranty may be is rescinded or must otherwise be returned by Landlord Lessor for any reason, including, without limitation, the insolvency, bankruptcy, liquidation or reorganization of TenantLessee, Guarantor or otherwise, all as though such payment had not been made, and, in such event, Guarantor shall pay to Landlord Lessor an amount equal to any such payment that has been rescinded or returned.

Guarantor’s Obligations Unconditional. The Guarantor hereby guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Sale and Servicing Agreement, regardless of any Law now or hereafter in effect in any jurisdiction affecting any such terms or the rights of the Trust Collateral Agent or the Subject Noteholders with respect to any such obligations. The obligations and liabilities of the Guarantor under this Limited Guaranty shall be absolute and unconditional irrespective of (a1) any lack of validity or enforceability of any of the Guaranteed Obligations, the Sale and Servicing Agreement, the Indenture, any other Basic Documents, or any other documents related to any of the foregoing, (2) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or consent to any departure from the Sale and Servicing Agreement, the Indenture, any other Basic Documents or any other document or instrument executed in connection with or related to the Guaranteed Obligations, or (3) any other circumstances whether or not similar to the foregoing which might otherwise constitute a defense available to, or a discharge of, the other parties to the Sale and Servicing Agreement or any other guarantor in respect of the Guaranteed Obligations, or the Guarantor in respect of this Limited Guaranty. This Limited Guaranty is an absolute and unconditional irrevocable, continuing guaranty of payment and of performance, and not of collection, and shall be enforceable against Guarantor without the necessity of the commencement by Landlord of any Action against Tenant, and without the necessity of any notice to Guarantor of nonpayment, nonperformance or nonobservance by Tenant, or any notice of acceptance of this Guaranty, or of any other notice or demand to which Guarantor might otherwise be entitled, all of which Guarantor hereby expressly waives in advance. The obligations of Guarantor hereunder are independent of the obligations of Tenant. (b) If the Lease is renewed, or the Term extended, for any period beyond the Expiration Date, either pursuant to any option granted under the Lease or otherwise, or if Tenant holds over beyond the Expiration Date, the obligations of Guarantor hereunder shall extend and apply to the full and faithful performance and observance of all of the Obligations under the Lease accruing during any renewal, extension or holdover period, except as otherwise expressly and specifically provided in the Lease. (c) Except as otherwise expressly and specifically provided in the Lease, this Guaranty is a continuing guarantee and will remain in full force and effect notwithstanding, and until the liability of Guarantor hereunder shall be absolute and unconditional irrespective of: (i) any modifications, alterations or amendments of the Lease (regardless of whether Guarantor consented to or had notice of same), (ii) any releases or discharges of Tenant other than the payment in full release and complete discharge of all of the Guaranteed Obligations, (iii) Landlord’s failure or delay to assert any claim or demand or to enforce any of its rights against Tenant, (iv) any extension of time that may be granted by Landlord to Tenant, (v) any assignment or transfer of all of any part of Tenant’s interest under the Lease (whether by Tenant, by operation of law, or otherwise), (vi) any subletting, concession, franchising, licensing or permitting of the Premises, (vii) any changed or different use of the Premises, (viii) any other dealings or matters occurring between Landlord and Tenant, (ix) the taking by Landlord of any additional guarantees, or the receipt by Landlord of any collateral, from other persons or entities, (x) the release by Landlord of any other guarantor, (xi) Landlord’s release of any security provided under the Lease, or (xii) Landlord’s failure to perfect any landlord’s lien or other lien or security interest available under applicable Laws. Without limiting the foregoing, this Guaranty shall be applicable to any obligations of Tenant arising in connection with a termination of the Lease, whether voluntary or otherwise. Guarantor hereby consents, prospectively, to Landlord’s taking, entering into or otherwise causing any or all of the foregoing actions or omissions. (d) Guarantor hereby expressly agrees that the validity of this Guaranty and the obligations of Guarantor hereunder shall in no way be terminated, affected, diminished or impaired by reason of the assertion or the failure to assert by Landlord against Tenant, of any of the rights or remedies reserved to Landlord pursuant to the provisions of the Lease or by relief of Tenant from any of Tenant’s obligations under the Lease or otherwise by (i) the release or discharge of Tenant in any state or federal creditors’ proceedings, receivership, bankruptcy or other proceeding; (ii) the impairment, limitation or modification of the liability of Tenant or the estate of Tenant in bankruptcy, or of any remedy for the enforcement of Tenant’s liability under the Lease, resulting from the operation of any present or future provision of the United States Bankruptcy Code (11 U.S.C. § 101 et seq., as amended), or from other statute, or from the order of any court; or (iii) the rejection, disaffirmance or other termination of the Lease in any such proceeding. This Limited Guaranty shall continue to be effective notwithstanding that or shall be reinstated, as the case may be, if at any time the payment any payment, or any part thereof, of any amount due under of the Lease or this Guaranty may be Guaranteed Obligations is rescinded or must otherwise be returned by Landlord for any reason, including, without limitation, the Trust Collateral Agent upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of Tenant, Guarantor the Issuer or otherwise, all as though such payment had not been made, and, in such event, . This Limited Guaranty is a guaranty of payment and not of collection. The obligations and liabilities of the Guarantor under this Limited Guaranty shall pay to Landlord an amount equal not be conditioned or contingent upon the pursuit by the Trust Collateral Agent or any other Person at any time of any right or remedy against any other party to any Basic Document or any other Person which may be or become liable in respect of all or any part of the Guaranteed Obligations, or against any assets securing the payment of the Guaranteed Obligations or guarantee for the Guaranteed Obligations or right of setoff with respect to the Guaranteed Obligations. The Guarantor hereby consents that, without the necessity of any reservation of rights against the Guarantor and without notice to or further assent by the Guarantor, any demand for payment of any of the Guaranteed Obligations made by the Trust Collateral Agent may be rescinded by the Trust Collateral Agent and any of the Guaranteed Obligations continued after such payment that has been rescinded or returnedrescission.

Guarantor’s Obligations Unconditional. (a) This The Guarantor hereby guarantees that the Obligations will be paid strictly in accordance with the terms of the Loan Agreement and the other applicable Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any Benefited Lender with respect to the Borrower or the Loan Agreement and the other Loan Documents. The Guarantor agrees that this Guaranty is an absolute and unconditional constitutes a guaranty of payment and of performance, when due and not of collection, collection and shall waives any right to require that any resort be enforceable against Guarantor without made by the necessity of the commencement by Landlord of any Action against Tenant, and without the necessity of any notice to Guarantor of nonpayment, nonperformance or nonobservance by Tenant, Administrative Agent or any notice of acceptance of this GuarantyBenefited Lender to any Borrower, or of any other notice Guarantor or demand to which Guarantor might otherwise be entitledcollateral, all of which Guarantor hereby expressly waives in advanceif any, for the Obligations. The obligations of the Guarantor hereunder under this Guaranty are independent of the obligations of Tenant. (b) If the Lease is renewed, or the Term extended, for any period beyond the Expiration Date, either pursuant to any option granted under the Lease or otherwise, or if Tenant holds over beyond the Expiration Date, the obligations of Guarantor hereunder shall extend and apply to the full and faithful performance and observance of all of the Obligations under the Lease accruing during any renewal, extension or holdover period, except as otherwise expressly and specifically provided in the Lease. (c) Except as otherwise expressly and specifically provided in the Lease, this Guaranty is a continuing guarantee and will remain in full force and effect notwithstandingLoan Agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower or any other Loan Party, or whether the Borrower or any other Loan Party is joined in any such action. For so long as all or any of the Obligations remain outstanding, the liability of the Guarantor hereunder shall be absolute and unconditional irrespective of: (i) any modifications, alterations lack of validity or amendments enforceability of the Lease (regardless of whether Guarantor consented to Loan Agreement, any other Loan Document, a Swap Contract or had notice of same), any agreement or instrument relating thereto; (ii) any releases change in the time, manner or discharges place of Tenant payment of, or in any other than the full release and complete discharge of term in respect of, all or any of the Obligations, or any other amendment or waiver of or consent to any departure from the Loan Agreement (including, without limitation, any increase in the obligations of the Borrower resulting from the extension of additional credit to the Borrower) or a Swap Contract; (iii) Landlord’s failure any exchange or delay release of, or non- perfection of any lien on or security interest in, any collateral or any release or amendment or waiver of or consent to assert any claim departure from any other guaranty, for all or demand or to enforce any of its rights against Tenant, the Obligations; (iv) the existence of any extension claim, set-off, counterclaim, defense or other right that the Guarantor may have at any time against any Person, including, without limitation, the Administrative Agent or any Benefited Lender, provided that nothing herein shall permit the assertion of time that may be granted any such claim by Landlord to Tenant, separate suit or compulsory counterclaim; or (v) any assignment or transfer other circumstance (other than payment in full of all of any part of Tenant’s interest under the Lease (whether by Tenant, by operation of lawObligations) which might otherwise constitute a defense available to, or otherwise)a discharge of, (vi) the Borrower or any subletting, concession, franchising, licensing or permitting other guarantor in respect of the Premises, Obligations or the Guarantor in respect hereof. (viib) any changed or different use This Guaranty (i) is a continuing guaranty and shall remain in full force and effect until the satisfaction in full of the Premises, (viii) any other dealings or matters occurring between Landlord Obligations and Tenant, (ix) the taking by Landlord of any additional guarantees, or the receipt by Landlord of any collateral, from other persons or entities, (x) the release by Landlord of any other guarantor, (xi) Landlord’s release of any security provided under the Lease, or (xii) Landlord’s failure to perfect any landlord’s lien or other lien or security interest available under applicable Laws. Without limiting the foregoing, this Guaranty shall be applicable to any obligations of Tenant arising in connection with a termination of the Lease, whether voluntary or otherwise. Guarantor hereby consents, prospectively, to Landlord’s taking, entering into or otherwise causing any or all of the foregoing actions or omissions. (d) Guarantor hereby expressly agrees that the validity of this Guaranty Loan Agreement; and the obligations of Guarantor hereunder shall in no way be terminated, affected, diminished or impaired by reason of the assertion or the failure to assert by Landlord against Tenant, of any of the rights or remedies reserved to Landlord pursuant to the provisions of the Lease or by relief of Tenant from any of Tenant’s obligations under the Lease or otherwise by (i) the release or discharge of Tenant in any state or federal creditors’ proceedings, receivership, bankruptcy or other proceeding; (ii) the impairment, limitation or modification of the liability of Tenant or the estate of Tenant in bankruptcy, or of any remedy for the enforcement of Tenant’s liability under the Lease, resulting from the operation of any present or future provision of the United States Bankruptcy Code (11 U.S.C. § 101 et seq., as amended), or from other statute, or from the order of any court; or (iii) the rejection, disaffirmance or other termination of the Lease in any such proceeding. This Guaranty shall continue to be effective notwithstanding that or shall be reinstated, as the case may be, if at any time the any payment of any amount due under of the Lease or this Guaranty may be Obligations is rescinded or must otherwise be returned by Landlord for the Administrative Agent or any reason, including, without limitation, Benefited Lender upon the insolvency, bankruptcy, liquidation bankruptcy or reorganization of Tenant, Guarantor the Borrower or otherwise, all as though such payment had not been made, and, in such event, Guarantor shall pay to Landlord an amount equal to any such payment that has been rescinded or returned.

Guarantor’s Obligations Unconditional. (a) This Guaranty is an absolute and unconditional guaranty of payment and of performance, and not of collection, and shall be enforceable against Guarantor without the necessity of the commencement by Landlord of any Action against Tenant, and without the necessity of any notice to Guarantor of nonpayment, nonperformance or nonobservance by Tenantnonobservance, or any notice of acceptance of this Guaranty, or of any other notice or demand to which Guarantor might otherwise be entitled, all of which Guarantor hereby expressly waives in advance. The obligations of Guarantor hereunder are independent of the obligations of Tenant.. ​ (b) If the Lease is renewed, or the Term extended, for any period beyond the Expiration Dateexpiration date thereof, either pursuant to any option granted under the Lease or otherwise, or if Tenant holds over beyond the Expiration Dateexpiration date of the Lease, the obligations of Guarantor hereunder shall extend and apply to the full and faithful performance and observance of all of the Obligations under the Lease accruing during any renewal, extension or holdover period, except as otherwise expressly and specifically provided in the Lease.. ​ (c) Except as otherwise expressly and specifically provided in the Lease, this This Guaranty is a continuing guarantee and will remain in full force and effect notwithstanding, and the liability of Guarantor hereunder shall be absolute and unconditional irrespective of: (i) any modifications, alterations or amendments of the Lease (regardless of whether Guarantor consented to or had notice of same), (ii) any releases or discharges of Tenant other than the full release and complete discharge of all of the Obligations, (iii) Landlord’s failure or delay to assert any claim or demand or to enforce any of its rights against Tenant, (iv) any extension of time that may be granted by Landlord to Tenant, (v) any assignment or transfer of all of any part of Tenant’s interest under the Lease (whether by Tenant, by operation of law, or otherwise), (vi) any subletting, concession, franchising, licensing or permitting of the Premises, (vii) any changed or different use of the Premises, (viii) any other dealings or matters occurring between Landlord and Tenant, (ix) the taking by Landlord of any additional guarantees, or the receipt by Landlord of any collateral, from other persons or entities, (x) the release by Landlord of any other guarantorguarantor or any single Guarantor, (xi) Landlord’s release of any security provided under the Lease, or (xii) Landlord’s failure to perfect any landlord’s lien or other lien or security interest available under applicable Applicable Laws. Without limiting the foregoing, this Guaranty shall be applicable to any obligations of Tenant arising in connection with a termination of the Lease, whether voluntary or otherwise. Guarantor hereby consents, prospectively, to Landlord’s taking, taking or entering into or otherwise causing any or all of the foregoing actions or omissions.. For purposes of this Guaranty and the obligations and liabilities of Guarantor hereunder, “Tenant” shall be deemed to include any and all concessionaires, licensees, franchisees, department operators, assignees, subtenants, permittees or others directly or indirectly operating or conducting a business in or from the Premises or the property on which the Building is located, as fully as if any of the same were the named Tenant under the Lease. ​ (d) Guarantor hereby expressly agrees that the validity of this Guaranty and the obligations of Guarantor hereunder shall in no way be terminated, affected, diminished or impaired by reason of the assertion or the failure to assert by Landlord against Tenant, of any of the rights or remedies reserved to Landlord pursuant to the provisions of the Lease or by relief of Tenant from any of Tenant’s obligations under the Lease or otherwise by (i) the release or discharge of Tenant in any state or federal creditors’ proceedings, receivership, bankruptcy or other proceeding; (ii) the impairment, limitation or modification of the liability of Tenant or the estate of Tenant in bankruptcy, or of any remedy for the enforcement of Tenant’s liability under the Lease, resulting from the operation of any present or future provision of the United States Bankruptcy Code (11 U.S.C. § 101 et seq., as amended), or from other statute, or from the order of any court; or (iii) the rejection, disaffirmance or other termination of the Lease in any such proceeding. This Guaranty shall continue to be effective notwithstanding that if at any time the payment of any amount due under the Lease or this Guaranty may be is rescinded or must otherwise be returned by Landlord for any reason, including, without limitation, the insolvency, bankruptcy, liquidation or reorganization of Tenant, Guarantor or otherwise, all as though such payment had not been made, and, in such event, Guarantor shall pay to Landlord an amount equal to any such payment that has been rescinded or returned.. ​ ​