Common use of GUARANTOR’S WARRANTIES Clause in Contracts

GUARANTOR’S WARRANTIES. Guarantor warrants and acknowledges that: (a) Lender would not make the Loan but for this Guaranty; (b) Guarantor has reviewed all of the terms and provisions of the Loan Agreement and the other Loan Documents; (c) there are no conditions precedent to the effectiveness of this Guaranty; (d) Guarantor has established adequate means of obtaining from sources other than Lender, on a continuing basis, financial and other information pertaining to Borrower’s financial condition, the Property and Borrower’s activities relating thereto and the status of Borrower’s performance of obligations under the Loan Documents, and Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor’s risks hereunder and Lender has made no representation to Guarantor as to any such matters; (e) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein, other than in the ordinary course of Guarantor’s business; and (f) Guarantor is not and will not be, as a consequence of the execution and delivery of this Guaranty, impaired or rendered “insolvent,” as that term is defined in either Texas Business and Commerce Code § 24.003 or Section 101 of the Federal Bankruptcy Code, or otherwise rendered unable to pay its debts as the same mature and will not have thereby undertaken liabilities in excess of the present fair value of its assets. Notwithstanding the foregoing, the calculation of liabilities shall NOT include any fair value adjustments to the carrying value of liabilities to record such liabilities at fair value pursuant to electing the fair value option election under FASB ASC 000-00-00 (formerly known as FAS 159, The Fair Value Option for Financial Assets and Financial Liabilities) or other FASB standards allowing entities to elect fair value option for financial liabilities. Therefore, the amount of liabilities shall be the historical cost basis, which generally is the contractual amount owed adjusted for amortization or accretion of any premium or discount.

GUARANTOR’S WARRANTIES. Guarantor warrants and acknowledges that: (a) Lender would not make the Loan but for this Guaranty; (b) Guarantor has reviewed all of the terms and provisions of the Loan Agreement Agreement, Plans and Specifications and the other Loan Documents; (c) there are no conditions precedent to the effectiveness of this Guaranty; (d) Guarantor has established adequate means of obtaining from sources other than Lender, on a continuing basis, financial and other information pertaining to Borrower’s financial condition, the Property and Borrower’s activities relating thereto Property, the progress of construction of the Improvements, and the status of Borrower’s performance of its obligations under the Loan Documents, and Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor’s risks hereunder and Lender has made no representation to Guarantor as to any such matters; (e) the most recent financial statements of Guarantor previously delivered to Lender are true and correct in all respects, have been prepared in accordance with generally accepted accounting principles consistently applied (or other principles acceptable to Lender) and fairly present the financial condition of Guarantor as of the respective dates thereof, and no material adverse change has occurred in the financial condition of Guarantor since the respective dates thereof; and (f) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein, other than in the ordinary course of Guarantor’s business; and (f) Guarantor is not and will not be, as a consequence of the execution and delivery of this Guaranty, impaired or rendered “insolvent,” as that term is defined in either Texas Business and Commerce Code § 24.003 or Section 101 of the Federal Bankruptcy Code, or otherwise rendered unable to pay its debts as the same mature and will not have thereby undertaken liabilities in excess of the present fair value of its assets. Notwithstanding the foregoing, or anything to the contrary, the calculation of the liabilities of Guarantor shall NOT not include any fair value adjustments to the carrying value of liabilities to record such liabilities at fair value pursuant to electing the fair value option election under FASB ASC 000-00-00 (formerly known as FAS 159, The Fair Value Option for Financial Assets and Financial Liabilities) or other FASB standards allowing entities to elect fair value option for financial liabilities. Therefore, the amount of liabilities shall be the historical cost basis, which generally is the contractual amount owed adjusted for amortization or accretion of any premium or discount.

GUARANTOR’S WARRANTIES. Guarantor warrants and acknowledges that: (a) Lender would not make the Loan but for this Guaranty; (b) Guarantor has reviewed all of the terms and provisions of the Loan Agreement and the other Loan Documents; (c) there are no conditions precedent to the effectiveness of this Guaranty; (d) Guarantor has established adequate means of obtaining from sources other than Lender, on a continuing basis, financial and other information pertaining to Borrower’s financial condition, the Property and Borrower’s activities relating thereto and the status of Borrower’s performance of obligations under the Loan Documents, and Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor’s risks hereunder and Lender has made no representation to Guarantor as to any such matters; (e) the most recent financial statements of Guarantor previously delivered to Lender are true and correct in all respects, have been prepared in accordance with generally accepted accounting principles consistently applied (or other principles acceptable to Lender) and fairly present the financial condition of Guarantor as of the respective dates thereof, and no material adverse change has occurred in the financial condition of Guarantor since the respective dates thereof; and (f) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein, other than in the ordinary course of Guarantor’s business; and (f) Guarantor is not and will not be, as a consequence of the execution and delivery of this Guaranty, impaired or rendered “insolvent,” as that term is defined in either Texas Business and Commerce Code § 24.003 or Section 101 of the Federal Bankruptcy Code, or otherwise rendered unable to pay its debts as the same mature and will not have thereby undertaken liabilities in excess of the present fair value of its assets. Notwithstanding the foregoing, the calculation of liabilities shall NOT include any fair value adjustments to the carrying value of liabilities to record such liabilities at fair value pursuant to electing the fair value option election under FASB ASC 000-00-00 (formerly known as FAS 159, The Fair Value Option for Financial Assets and Financial Liabilities) or other FASB standards allowing entities to elect fair value option for financial liabilities. Therefore, the amount of liabilities shall be the historical cost basis, which generally is the contractual amount owed adjusted for amortization or accretion of any premium or discount.

GUARANTOR’S WARRANTIES. Guarantor warrants warrants, represents, covenants and acknowledges to Administrative Agent and Lenders that, as of the date hereof: (a) Lender Lenders would not make the Loan nor enter into any Swap Agreement with the Borrower but for this Guaranty; (b) Guarantor has reviewed all of the terms and provisions of the Loan Agreement, any Swap Agreement between Borrower and Administrative Agent or any Lender, Plans and Specifications and the other Loan Documents; (c) there are no conditions precedent to the effectiveness of this GuarantyGuaranty and this Guaranty shall be in full force and effect and binding on Guarantor regardless of whether Administrative Agent or any Lender obtains other collateral or any other guaranties or takes any other action contemplated by Guarantor; and (d) Guarantor has established adequate means of obtaining from sources other than LenderAdministrative Agent and Lenders, on a continuing basis, financial and other information pertaining to Borrower’s 's financial condition, the Property and Borrower’s 's activities relating thereto and the status of Borrower’s 's performance of obligations under the Loan DocumentsDocuments and any Swap Agreement with Administrative Agent or any Lender, and Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor’s 's risks hereunder hereunder, and neither Administrative Agent nor any Lender has made no a representation to Guarantor as to any such matters. Guarantor further warrants, represents, covenants and acknowledges to Administrative Agent and Lenders that: (1) the most recent financial statements of Guarantor heretofore or hereafter delivered to Administrative Agent are true and correct in all material respects, have been prepared in accordance with generally accepted accounting principles consistently applied (or otherwise in form consistent with the financial statements required to be delivered under the Taubman Credit Facility), fairly and accurately represent the financial condition of Guarantor as of the respective dates thereof, and no Material Adverse Change has occurred in the financial condition of Guarantor since the respective dates thereof; (e2) Guarantor has not and will not, without the prior written consent of LenderAdministrative Agent, sell, lease, assign, encumber, pledge, hypothecate, mortgage, transfer or otherwise dispose of all or substantially all of Guarantor’s 's assets, or any interest therein, other than in the ordinary course of Guarantor’s 's business; and (f3) Guarantor is not and will not be, as a consequence of the execution and delivery of this Guaranty, impaired or rendered “"insolvent,” ", as that term is defined in either Texas Business and Commerce Code § 24.003 or Section 101 of the Federal Bankruptcy Code, or otherwise rendered unable to pay its Guarantor's debts as the same mature and will not have thereby undertaken liabilities in excess of the present fair value of its Guarantor's assets. Notwithstanding the foregoing, the calculation of liabilities shall NOT include any fair value adjustments to the carrying value of liabilities to record such liabilities at fair value pursuant to electing the fair value option election under FASB ASC 000-00-00 (formerly known as FAS 159, The Fair Value Option for Financial Assets and Financial Liabilities) or other FASB standards allowing entities to elect fair value option for financial liabilities. Therefore, the amount of liabilities shall be the historical cost basis, which generally is the contractual amount owed adjusted for amortization or accretion of any premium or discount.

GUARANTOR’S WARRANTIES. Guarantor warrants and acknowledges that: (a) Lender would not make the Loan but for this Guaranty; (b) Guarantor has reviewed all of the terms and provisions of the Loan Agreement and the other Loan Documents; (c) there are no conditions precedent to the effectiveness of this Guaranty; (d) Guarantor has established adequate means of obtaining from sources other than Lender, on a continuing basis, financial and other information pertaining to Borrower’s financial condition, the Property and Borrower’s activities relating thereto and the status of Borrower’s performance of obligations under the Loan Documents, and Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor’s risks hereunder and Lender has made no representation to Guarantor as to any such matters; (e) the most recent financial statements of Guarantor previously delivered to Lender are true and correct in all respects, have been prepared in accordance with generally accepted accounting principles consistently applied (or other principles acceptable to Lender) and fairly present the financial condition of Guarantor as of the respective dates thereof, and no material adverse change has occurred in the financial condition of Guarantor since the respective dates thereof; and (f) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein, other than in the ordinary course of Guarantor’s business; and (fg) Guarantor is not and will not be, as a consequence of the execution and delivery of this Guaranty, impaired or rendered “insolvent,” as that term is defined in either Texas Business and Commerce Code § 24.003 Nevada Revised Statutes §112.160 or Section 101 of the Federal federal Bankruptcy Code, or otherwise rendered unable to pay its debts as the same mature and will not have thereby undertaken liabilities in excess of the present fair value of its assets. Notwithstanding the foregoing, the calculation of liabilities shall NOT include any fair value adjustments to the carrying value of liabilities to record such liabilities at fair value pursuant to electing the fair value option election under FASB ASC 000-00-00 (formerly known as FAS 159, The Fair Value Option for Financial Assets and Financial Liabilities) or other FASB standards allowing entities to elect fair value option for financial liabilities. Therefore, the amount of liabilities shall be the historical cost basis, which generally is the contractual amount owed adjusted for amortization or accretion of any premium or discount.

GUARANTOR’S WARRANTIES. Guarantor warrants warrants, represents, covenants and acknowledges to Lender that: (a) Lender would not make the Loan but for this Guaranty; (b) Guarantor has reviewed all of the terms and provisions of the Loan Agreement Agreement, Plans and Specifications and the other Loan Documents; (c) there are no conditions precedent to the effectiveness of this Guaranty; (d) Guarantor has has, as of the date hereof, established adequate means of obtaining from sources other than Lender, on a continuing basis, financial and other information pertaining to Borrower’s financial condition, the Property and Borrower’s activities relating thereto and the status of Borrower’s performance of its obligations under the Loan Documents, and Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor’s risks hereunder hereunder, and Lender has made no representation to Guarantor as to any such matters; (e) the most recent financial statements of Guarantor heretofore delivered to Lender are true and correct in all material respects, have been prepared in accordance with generally accepted accounting principles consistently applied (or other principles acceptable to Lender) and fairly and accurately represent the financial condition of Guarantor as of the respective dates thereof, and no material adverse change has not and will not, without occurred as of the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein, other than date hereof in the ordinary course financial condition of Guarantor’s businessGuarantor since the respective dates thereof; and (f) Guarantor is not and will not be, as a consequence of the execution and delivery of this Guaranty, impaired or rendered “insolvent,” ”, as that term is defined in either Texas Business and Commerce Code § 24.003 or Section 101 of the Federal Bankruptcy Code, or otherwise rendered unable to pay its Guarantor’s debts as the same mature and will not have thereby undertaken liabilities in excess of the present fair value of its Guarantor’s assets. Notwithstanding the foregoing, the calculation of liabilities shall NOT include any fair value adjustments to the carrying value of liabilities to record such liabilities at fair value pursuant to electing the fair value option election under FASB ASC 000-00-00 (formerly known as FAS 159, The Fair Value Option for Financial Assets and Financial Liabilities) or other FASB standards allowing entities to elect fair value option for financial liabilities. Therefore, the amount of liabilities shall be the historical cost basis, which generally is the contractual amount owed adjusted for amortization or accretion of any premium or discount. Guarantor acknowledges and agrees that Lender may request and obtain additional information from third parties regarding any of the above, including, without limitation, credit reports.

GUARANTOR’S WARRANTIES. Guarantor warrants makes the following representations and acknowledges that: warranties to Beneficiary: (a) Lender would not make the Loan but for (i) this GuarantyGuarantee is executed at Beneficiary’s request; (b) Guarantor has reviewed all of the terms and provisions of the Loan Agreement and the other Loan Documents; (c) there are no conditions precedent to the effectiveness of this Guaranty; (d) Guarantor has established adequate means of obtaining from sources other than Lender, on a continuing basis, financial and other information pertaining to Borrower’s financial condition, the Property and Borrower’s activities relating thereto and the status of Borrower’s performance of obligations under the Loan Documents, and Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor’s risks hereunder and Lender has made no representation to Guarantor as to any such matters; (eii) Guarantor has not and will not, not without the prior written consent of LenderBeneficiary, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein, other than in the ordinary course of Guarantor’s business; and (fiii) Guarantor has adequate means of obtaining from Counterparty on a continuing basis financial and other information pertaining to Counterparty’s financial condition without relying on Beneficiary therefor; (b) Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which Guarantor consider material or which might in any way affect Guarantor’s risks hereunder. With respect to information or material acquired in the normal course of Beneficiary’s relationship with Counterparty, Guarantor agrees that Beneficiary shall have no obligation to disclose such information or material to Guarantor; (c) Guarantor is a [ ], duly organized, validly existing and in good standing under the laws of the State of [ ], and has the legal power and authority to own its properties, to carry on its business as now being conducted and to enter into this Guarantee and effect the transactions contemplated hereby and perform and carry out all covenants and obligations on its part to be performed under and pursuant to this Guarantee; (d) the execution, delivery and performance by Guarantor of this Guarantee and has been duly authorized by all necessary action, and do not and will not be, as a consequence require any consent or approval of Guarantor’s managing member or equity holders or other Person other than that which has been obtained; (e) the execution and delivery of this Guaranty, impaired or rendered “insolvent,” as that term is defined in either Texas Business Guarantee and Commerce Code § 24.003 or Section 101 the fulfillment of and compliance with the Federal Bankruptcy Code, or otherwise rendered unable to pay its debts as the same mature provisions of this Guarantee do not and will not have thereby undertaken liabilities in excess conflict with or constitute a breach of or a default under, any of the present fair value terms, conditions or provisions of any federal, state and local laws, statutes, regulations, rules, codes or ordinances enacted, adopted, issued or promulgated by any federal, state, local or other governmental authority, or any organizational documents, agreement, deed of trust, mortgage, loan agreement, other evidence of indebtedness or any other agreement or instrument to which Guarantor is a party or by which it or any of its assets. Notwithstanding property is bound, or result in a breach of or a default under any of the foregoing, foregoing or result in or require the calculation of liabilities shall NOT include any fair value adjustments to the carrying value of liabilities to record such liabilities at fair value pursuant to electing the fair value option election under FASB ASC 000-00-00 (formerly known as FAS 159, The Fair Value Option for Financial Assets and Financial Liabilities) creation or other FASB standards allowing entities to elect fair value option for financial liabilities. Therefore, the amount of liabilities shall be the historical cost basis, which generally is the contractual amount owed adjusted for amortization or accretion imposition of any premium lien or discountencumbrance upon any of the properties or assets of Guarantor; and (f) this Guarantee constitutes the legal, valid and binding obligation of Guarantor enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles, regardless of whether such enforceability is considered in a proceeding in equity or at law.

GUARANTOR’S WARRANTIES. Guarantor warrants and acknowledges that: (a) Lender would not make the Loan but for this Guaranty; (b) Guarantor has reviewed all of the terms and provisions of the Loan Agreement and the other Loan Documents; (c) there are no conditions precedent to the effectiveness of this Guaranty; (d) Guarantor has established adequate means of obtaining from sources other than Lender, on a continuing basis, financial and other information pertaining to Borrower’s and Mortgage Borrower’s financial condition, the Property and Mortgage Borrower’s and Borrower’s activities relating thereto and the status of Borrower’s performance of its obligations under the Loan Documents, and Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor’s risks hereunder and Lender has not made no any representation to Guarantor as to any such matters; (e) Guarantor has all requisite power and authority to own or lease its property and to carry on its own business as now conducted; (f) Guarantor has the full limited liability company power and authority to execute and deliver this Guaranty and to perform its obligations hereunder; the execution, delivery and performance of this Guaranty by Guarantor has been duly and validly authorized; and all requisite limited liability company action has been taken by Guarantor to make this Guaranty valid and binding upon Guarantor, enforceable in accordance with its terms; (g) neither any Loan Party nor any of its subsidiaries is a party to any indenture, loan or credit agreement or any lease or other agreement or instrument or subject to any charter or corporate restriction that would be reasonably likely to have a Material Adverse Effect; (h) Guarantor’s execution of, and compliance with, this Guaranty will not result in the breach of any term or provision of the operating agreement or other governing instrument of Guarantor, or result in the breach of any term or provision of, or conflict with or constitute a default under, or, to Guarantor’s knowledge result in the acceleration of any obligation under any material agreement, indenture or loan or credit agreement or other instrument to which the Guarantor is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Guarantor is subject; (i) intentionally deleted; (j) to Guarantor’s knowledge, there is no action, suit, proceeding or investigation pending or threatened against it which, if decided adversely against Guarantor, is reasonably likely to, either in any one instance or in the aggregate, result in any material adverse change in the business, operations, financial condition, properties or assets of Guarantor, or in any material impairment of the right or ability of Guarantor to carry on its business substantially as now conducted, or in any material liability on the part of Guarantor, or which would draw into question the validity of this Guaranty or of any action taken or to be taken in connection with the obligations of Guarantor contemplated herein, or which would be likely to impair materially the ability of Guarantor to perform under the terms of this Guaranty; (k) Guarantor does not believe, nor does it have any reason or cause to believe, that it cannot perform each and will notevery covenant contained in this Guaranty; (l) no approval, without the prior written authorization, order, license or consent of, or registration or filing with, any governmental authority or other person, and no approval, authorization or consent of Lenderany other party is required in connection with this Guaranty; (m) this Guaranty constitutes a valid, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or substantially all legal and binding obligation of Guarantor’s assets, or any interest therein, other than enforceable against it in accordance with the ordinary course of Guarantor’s businessterms hereof; and (fn) intentionally deleted; (o) Guarantor is not and will not be, as a consequence of the execution and delivery of this Guaranty, impaired or rendered “insolvent,” as that term is defined in either Texas Business and Commerce Code § 24.003 or Section 101 of the Federal Bankruptcy Code, or otherwise rendered unable to pay its debts as the same mature and will not have thereby undertaken liabilities in excess of the present fair value of its assets; and (p) the most recent financial statements of Guarantor previously delivered to Lender are true and correct in all material respects, have been prepared in accordance with GAAP or International Financial Reporting Standards consistently applied (or other principles acceptable to Lender) and fairly present the financial condition of Guarantor as of the respective dates thereof, and no material adverse change has occurred in the financial condition of Guarantor since the respective dates thereof. Notwithstanding the foregoinguse of GAAP or International Financial Reporting Standards, the calculation of liabilities shall NOT include any fair value adjustments to the carrying value of liabilities to record such liabilities at fair value pursuant to electing the fair value option election under FASB ASC 000-00-00 (formerly known as FAS 159, The Fair Value Option for For Financial Assets and Financial Liabilities) or other FASB standards allowing entities to elect fair value option for financial liabilities. Therefore, the amount of liabilities shall be the historical cost basis, which generally is the contractual amount owed adjusted for amortization or accretion of any premium or discount. Guarantor acknowledges and agrees that Lenders may request and obtain additional information from third parties regarding any of the above, including, without limitation, credit reports.

GUARANTOR’S WARRANTIES. Guarantor hereby warrants and acknowledges represents unto OHCS that: (a) Lender would not make the Loan but for this Guaranty; (b) Guarantor has reviewed all of the terms and provisions of the Loan Agreement Agreement, Plans and the other Loan Documents; (b) any and all balance sheets, net worth statements and other financial statements and data that have heretofore been given to OHCS with respect to the Guarantor fairly and accurately represent the financial condition of the Guarantor as of the date hereof, and, since the date thereof, there has been no material adverse change in the financial condition of the Guarantor, (c) except as may be set out on any exhibit attached hereto, (i) there are no conditions precedent legal proceedings, material claims or demands pending against, or to the effectiveness knowledge of this Guaranty; (d) the Guarantor has established adequate means of obtaining from sources other than Lenderthreatened against, on a continuing basis, financial and other information pertaining to Borrower’s financial condition, the Property and Borrower’s activities relating thereto and the status of Borrower’s performance of obligations under the Loan Documents, and Guarantor agrees to keep adequately informed from such means of or any facts, events or circumstances which might in any way affect Guarantor’s risks hereunder and Lender has made no representation to Guarantor as to any such matters; (e) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein, other than in (ii) the ordinary course of Guarantor’s business; and (f) Guarantor is not in breach or default of any obligation to pay money, and will not be, as a consequence of (iii) no event (including specifically the Guarantor’s execution and delivery of this Guaranty) has occurred which, impaired with or rendered “insolvent,” as that term without the lapse of time or action by a third party, constitutes or could constitute a material breach or material default under any document evidencing or securing any obligation to pay money or under any other contract or agreement to which the Guarantor is defined in either Texas Business a party, (d) the Guarantor has knowledge of Borrower’s financial condition and Commerce Code § 24.003 or Section 101 affairs, the progress of completion of the Federal Bankruptcy CodeProject, or otherwise rendered unable and of all other circumstances which bear upon the risk assumed by the Guarantor under this Guaranty (the Guarantor hereby agreeing to pay its debts as the same mature continue to keep himself informed thereof while this Guaranty is in force and agreeing that OHCS does not have and will not have thereby undertaken liabilities in excess any obligation to investigate the financial condition or affairs of Borrower for the benefit of the present fair value Guarantor or to advise the Guarantor of any fact respecting, or any change in, the financial condition or affairs of Borrower or any other circumstance which may bear upon the Guarantor’s risk hereunder which come to the knowledge of OHCS, its directors, officers, employees or agents of any time, whether or not OHCS knows, believes or has reason to know or to believe that any such fact or change is unknown to the Guarantor or might or does materially increase the risk of the Guarantor hereunder), and (e) if any Guarantor is an entity, this Guaranty does not constitute a breach of Guarantor’s organizational documents or any other agreement or contract which Guarantor is a party to. Guarantor shall not transfer all or substantially all of its assetsassets without the prior consent of OHCS, or any of Guarantor’s assets for the purpose of preventing OHCS from satisfying any judgment rendered under this Guaranty therefrom, either before or after the entry of any such judgment. Notwithstanding the foregoingGuarantor shall promptly deliver to OHCS all financial statements and tax returns of Guarantor, the calculation of liabilities shall NOT include any fair value adjustments if any, which Borrower is required to provide to OHCS pursuant to the carrying value Loan Agreement or any of liabilities the other Loan Documents, in time for Borrower to record such liabilities at fair value pursuant deliver the same to electing OHCS on or before the fair value option election under FASB ASC 000-00-00 (formerly known as FAS 159, The Fair Value Option date provided for Financial Assets and Financial Liabilities) or other FASB standards allowing entities to elect fair value option for financial liabilities. Therefore, the amount of liabilities shall be the historical cost basis, which generally is the contractual amount owed adjusted for amortization or accretion of any premium or discountdelivery thereof.

GUARANTOR’S WARRANTIES. Guarantor warrants and acknowledges that: (a) Lender would not make the Loan but for this Guaranty; (b) Guarantor has reviewed all of the terms and provisions of the Loan Agreement and the other Loan Documents; (c) there are no conditions precedent to the effectiveness of this Guaranty; (d) Guarantor has established adequate means of obtaining from sources other than Lender, on a continuing basis, financial and other information pertaining to Borrower’s and Mortgage Borrower’s financial condition, the Property and Borrower’s and Mortgage Borrower’s activities relating thereto and the status of Borrower’s performance of its obligations under the Loan Documents, and Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor’s risks hereunder and Lender has not made no any representation to Guarantor as to any such matters; (e) Guarantor has all requisite power and authority to own or lease its property and to carry on its own business as now conducted; (f) Guarantor has the full limited liability company power and authority to execute and deliver this Guaranty and to perform its obligations hereunder; the execution, delivery and performance of this Guaranty by Guarantor has been duly and validly authorized; and all requisite limited liability company action has been taken by Guarantor to make this Guaranty valid and binding upon Guarantor, enforceable in accordance with its terms; (g) neither any Loan Party nor any of its subsidiaries is a party to any indenture, loan or credit agreement or any lease or other agreement or instrument or subject to any charter or corporate restriction that would be reasonably likely to have a Material Adverse Effect; (h) Guarantor’s execution of, and compliance with, this Guaranty will not result in the breach of any term or provision of the operating agreement or other governing instrument of Guarantor, or result in the breach of any term or provision of, or conflict with or constitute a default under, or, to Guarantor’s knowledge result in the acceleration of any obligation under any material agreement, indenture or loan or credit agreement or other instrument to which the Guarantor is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Guarantor is subject; (i) intentionally deleted; (j) to Guarantor’s knowledge, there is no action, suit, proceeding or investigation pending or threatened against it which, if decided adversely against Guarantor, is reasonably likely to, either in any one instance or in the aggregate, result in any material adverse change in the business, operations, financial condition, properties or assets of Guarantor, or in any material impairment of the right or ability of Guarantor to carry on its business substantially as now conducted, or in any material liability on the part of Guarantor, or which would draw into question the validity of this Guaranty or of any action taken or to be taken in connection with the obligations of Guarantor contemplated herein, or which would be likely to impair materially the ability of Guarantor to perform under the terms of this Guaranty; (k) Guarantor does not believe, nor does it have any reason or cause to believe, that it cannot perform each and will notevery covenant contained in this Guaranty; (l) no approval, without the prior written authorization, order, license or consent of, or registration or filing with, any governmental authority or other person, and no approval, authorization or consent of Lenderany other party is required in connection with this Guaranty; (m) this Guaranty constitutes a valid, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or substantially all legal and binding obligation of Guarantor’s assets, or any interest therein, other than enforceable against it in accordance with the ordinary course of Guarantor’s businessterms hereof; and (fn) intentionally deleted; (o) Guarantor is not and will not be, as a consequence of the execution and delivery of this Guaranty, impaired or rendered “insolvent,” as that term is defined in either Texas Business and Commerce Code § 24.003 or Section 101 of the Federal Bankruptcy Code, or otherwise rendered unable to pay its debts as the same mature and will not have thereby undertaken liabilities in excess of the present fair value of its assets; and (p) the most recent financial statements of Guarantor previously delivered to Lender are true and correct in all material respects, have been prepared in accordance with GAAP or International Financial Reporting Standards consistently applied (or other principles acceptable to Lender) and fairly present the financial condition of Guarantor as of the respective dates thereof, and no material adverse change has occurred in the financial condition of Guarantor since the respective dates thereof. Notwithstanding the foregoinguse of GAAP or International Financial Reporting Standards, the calculation of liabilities shall NOT include any fair value adjustments to the carrying value of liabilities to record such liabilities at fair value pursuant to electing the fair value option election under FASB ASC 000800-00-00 (formerly known as FAS 159, The Fair Value Option for For Financial Assets and Financial Liabilities) or other FASB standards allowing entities to elect fair value option for financial liabilities. Therefore, the amount of liabilities shall be the historical cost basis, which generally is the contractual amount owed adjusted for amortization or accretion of any premium or discount. Guarantor acknowledges and agrees that Lender may request and obtain additional information from third parties regarding any of the above, including, without limitation, credit reports.

GUARANTOR’S WARRANTIES. Guarantor warrants Guarantors hereby warrant and acknowledges that: represent unto Lender the following: (a) Lender would not make Each Guarantor has received or will receive, direct or indirect benefit from the Loan but for making of this Guaranty; ; (b) Each and every warranty and representation made by Borrower in the Loan Documents is true and correct; (c) This Guaranty constitutes a legal, valid and binding obligation of each Guarantor, and is fully enforceable against each Guarantor has reviewed in accordance with its terms, subject to the effects on enforceability of applicable Debtor Relief Laws, as defined in the Mortgage; (d) Any and all balance sheets, net worth statements and other financial data that have heretofore been given to Lender with respect to Guarantors fairly present the financial condition of each Guarantor as of the terms date thereof and, since the date thereof’ there has been no material, adverse change in the financial condition of any Guarantor; (e) Except as may be set out on Exhibit “A” attached hereto and provisions of the Loan Agreement and the other Loan Documents; made a part hereof for all purposes, (ci) there are no conditions precedent legal proceedings, claims or demands pending against, or to the effectiveness of this Guaranty; (d) Guarantor has established adequate means of obtaining from sources other than Lender, on a continuing basis, financial and other information pertaining to Borrower’s financial condition, the Property and Borrower’s activities relating thereto and the status of Borrower’s performance of obligations under the Loan Documents, and Guarantor agrees to keep adequately informed from such means knowledge of any factsGuarantor, events threatened against, any Guarantor or circumstances which might in any way affect Guarantor’s risks hereunder and Lender has made no representation to Guarantor as to any such matters; (e) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or substantially all of Guarantor’s assets, with respect to which an adverse decision is reasonably likely which would materially and adversely affect the ability of such Guarantor to perform its obligations hereunder, (ii) no Guarantor is in breach or default of any interest thereinmaterial legal requirement, other than in the ordinary course of Guarantor’s business; contract or commitment, and (fiii) Guarantor is not and will not be, as a consequence of the no event (including specifically Guarantors= execution and delivery of this Guaranty) has occurred which, impaired with the lapse of time or rendered “insolvent,” action by a third party, could result in any Guarantor’s breach or default under any material legal requirement, contract or commitment; and (f) Guarantors hereby agree to furnish to Lender from time to time, but no more than one time per calendar year promptly upon request therefor, current financial reports and statements setting out in complete and accurate detail each Guarantor’s financial condition at the time of such request, containing such information as that term is defined Lender may reasonably request, and prepared in either Texas Business and Commerce Code § 24.003 accordance with generally accepted accounting principles consistently applied or Section 101 of in other form acceptable to Lender, in the Federal Bankruptcy Code, or otherwise rendered unable to pay its debts as the same mature and will not have thereby undertaken liabilities in excess of the present fair value exercise of its assets. Notwithstanding the foregoing, the calculation of liabilities shall NOT include any fair value adjustments to the carrying value of liabilities to record such liabilities at fair value pursuant to electing the fair value option election under FASB ASC 000-00-00 (formerly known as FAS 159, The Fair Value Option for Financial Assets and Financial Liabilities) or other FASB standards allowing entities to elect fair value option for financial liabilities. Therefore, the amount of liabilities shall be the historical cost basis, which generally is the contractual amount owed adjusted for amortization or accretion of any premium or discountreasonable discretion.

GUARANTOR’S WARRANTIES. Guarantor warrants and acknowledges that: (a) Lender Administrative Agent and Lenders would not make the Loan but for this Guaranty; (b) Guarantor has reviewed all of the terms and provisions of the Loan Agreement and the other Loan Documents; (c) there are no conditions precedent to the effectiveness of this Guaranty; (dc) Guarantor has established adequate means of obtaining from sources other than LenderAdministrative Agent, on a continuing basis, financial and other information pertaining to Borrower’s Borrowers’ financial condition, the Property Properties and Borrower’s Borrowers’ activities relating thereto and the status of Borrower’s Borrowers’ performance of obligations under the Loan Documents, and Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor’s risks hereunder and Lender Administrative Agent has made no representation to Guarantor as to any such matters; (d) the most recent financial statements of Guarantor previously delivered to Administrative Agent are true and correct in all respects, have been prepared in accordance with generally accepted accounting principles consistently applied (or other principles acceptable to Administrative Agent and Lenders) and fairly present the financial condition of Guarantor as of the respective dates thereof, and no material adverse change has occurred in the financial condition of Guarantor since the respective dates thereof; and (e) Guarantor has not and will not, without the prior written consent of LenderAdministrative Agent, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein, other than in the ordinary course of Guarantor’s business; and (f) Guarantor is not and will not be, as a consequence of the execution and delivery of this Guaranty, impaired or rendered “insolvent,” as that term is defined in either Texas Business and Commerce Code § 24.003 or Section 101 of the Federal Bankruptcy Code, or otherwise rendered unable to pay its debts as the same mature and will not have thereby undertaken liabilities in excess of the present fair value of its assets. Notwithstanding the foregoing, or anything to the contrary, the calculation of the liabilities of Guarantor shall NOT not include any fair value adjustments to the carrying value of liabilities to record such liabilities at fair value pursuant to electing the fair value option election under FASB ASC 000-00-00 (formerly known as FAS 159, The Fair Value Option for Financial Assets and Financial Liabilities) or other FASB standards allowing entities to elect fair value option for financial liabilities. Therefore, the amount of liabilities shall be the historical cost basis, which generally is the contractual amount owed adjusted for amortization or accretion of any premium or discount.

GUARANTOR’S WARRANTIES. Guarantor warrants Guarantors warrant and acknowledges acknowledge that: (a) Lender would not make the Loan but for this Guaranty; (b) Guarantor has reviewed all of the terms and provisions of the Loan Agreement and the other Loan Documents; (c) there are no conditions precedent to the effectiveness of this Guaranty; (dc) Guarantor has Guarantors have established adequate means of obtaining from sources other than Lender, on a continuing basis, financial and other information pertaining to Borrower’s 's financial condition, the Property condition and Borrower’s 's activities relating thereto and the status of Borrower’s 's performance of obligations under the Loan Documents, and Guarantor agrees Guarantors agree to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor’s Guarantors’ risks hereunder and Lender has made no representation to Guarantor Guarantors as to any such matters; (d) the most recent financial statements of Guarantors previously delivered to Lender are true and correct in all respects, have been prepared in accordance with generally accepted accounting principles consistently applied (or other principles acceptable to Lender) and fairly present the financial condition of Guarantors as of the respective dates thereof, and no material adverse change has occurred in the financial condition of Guarantors since the respective dates thereof; (e) Guarantor has Guarantors have not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or substantially all of Guarantor’s Guarantors’ assets, or any interest therein, other than in the ordinary course of Guarantor’s Guarantors’ business; and (f) Guarantor is Guarantors are not and will not be, as a consequence of the execution and delivery of this Guaranty, impaired or rendered “insolvent,” as that term is defined in either Texas Business and Commerce Code § 24.003 740 ILCS Section 160/3 or Section 101 of the Federal Bankruptcy Code, or otherwise rendered unable to pay its debts as the same mature and will not have thereby undertaken liabilities in excess of the present fair value of its assets. Notwithstanding the foregoing, the calculation of liabilities shall NOT include any fair value adjustments to the carrying value of liabilities to record such liabilities at fair value pursuant to electing the fair value option election under FASB ASC 000-00-00 (formerly known as FAS 159, The Fair Value Option for Financial Assets and Financial Liabilities) or other FASB standards allowing entities to elect fair value option for financial liabilities. Therefore, the amount of liabilities shall be the historical cost basis, which generally is the contractual amount owed adjusted for amortization or accretion of any premium or discount.

GUARANTOR’S WARRANTIES. Guarantor warrants warrants, represents and acknowledges thatto Agent that as of the date hereof: (a) Lender Lenders would not make the Loan nor enter into any Derivatives Contract with the Borrower but for this Guaranty; (b) Guarantor has reviewed all of the terms and provisions of the Loan Agreement Agreement, any Derivatives Contract between Borrower and Agent or any Lender, and the other Loan Documents; (c) there are no conditions precedent to the effectiveness of this Guaranty; (d) Guarantor has established adequate means of obtaining from sources other than LenderAgent, on a continuing basis, financial and other information pertaining to Borrower’s Borrowers’ financial condition, the Property Properties and Borrower’s Borrowers’ activities relating thereto and the status of Borrower’s Borrowers’ performance of obligations under the Loan DocumentsDocuments and any Derivatives Contract with Agent or any Lender, and Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor’s 's risks hereunder hereunder, and neither Agent nor any Lender has made no representation to Guarantor as to any such matters; (e) the most recent financial statements of Guarantor previously delivered to Agent are true and correct in all material respects as of the date thereof, have been prepared in accordance with generally accepted accounting principles consistently applied (or other principles acceptable to Agent) and fairly and accurately represent in all material respects the financial condition of Guarantor as of the dates thereof, and no material adverse change has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein, other than occurred in the ordinary course financial condition of Guarantor’s businessGuarantor since the respective dates thereof; and (f) Guarantor is not and will not be, as a consequence of the execution and delivery of this Guaranty, impaired or rendered “"insolvent,” ", as that term is defined in either Texas Business and Commerce Code § 24.003 740 ILCS 160/3 or Section 101 of the Federal Bankruptcy Code, or otherwise rendered unable to pay its Guarantor's debts as the same mature and will not have thereby undertaken liabilities in excess of the present fair value of its Guarantor's assets. Notwithstanding the foregoing, the calculation of liabilities shall NOT include any fair value adjustments to the carrying value of liabilities to record such liabilities at fair value pursuant to electing the fair value option election under FASB ASC 000-00-00 (formerly known as FAS 159, The Fair Value Option for Financial Assets and Financial Liabilities) or other FASB standards allowing entities to elect fair value option for financial liabilities. Therefore, the amount of liabilities shall be the historical cost basis, which generally is the contractual amount owed adjusted for amortization or accretion of any premium or discount. Guarantor acknowledges and agrees that Agent may request and obtain additional information from third parties regarding any of the above, including, without limitation, credit reports. Guarantor agrees to keep adequately informed, from its own means of obtaining from sources other than Agent, on a continuing basis, financial and other information pertaining to Borrowers’ financial condition, the Properties and Borrowers’ activities relating thereto and the status of Borrowers’ performance of obligations under the Loan Documents, of any facts, events or circumstances which might in any way affect Guarantor’s risks hereunder. Guarantor has not and will not, without the prior written consent of Agent, sell, lease, assign, encumber, pledge, hypothecate, mortgage, transfer or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein, other than in the ordinary course of Guarantor's business.

GUARANTOR’S WARRANTIES. 16.2.1 The Guarantor warrants and acknowledges that: (a) Lender would represents to the Purchaser and its successors in title that each of the Guarantor Warranties is true, accurate in all respects and not make misleading as at the Loan but date of this Agreement. 16.2.2 The Guarantor warrants and represents to the Purchaser and its successors in title that each of the Guarantor Warranties will be true, accurate in all respects and not misleading at Completion by reference to the facts and circumstances then subsisting and, for this Guaranty; (b) purpose, the Guarantor has reviewed all Warranties shall be deemed to be repeated at Completion as if any express or implied reference in the Guarantor Warranties to the date of this Agreement was replaced by a reference to the date of Completion, save that any period expressed to start at the date of this Agreement will continue to start at such time. 16.2.3 Each of the terms Guarantor Warranties shall be construed as a separate warranty and except where this Agreement expressly provides otherwise, each Guarantor Warranty is not limited by the other provisions of the Loan Agreement and this Agreement, including the other Loan Documents; (c) there are no conditions precedent to the effectiveness of this Guaranty; (d) Guarantor has established adequate means of obtaining from sources other than Lender, on a continuing basis, financial and other information pertaining to Borrower’s financial condition, the Property and Borrower’s activities relating thereto and the status of Borrower’s performance of obligations under the Loan Documents, and Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor’s risks hereunder and Lender has made no representation to Guarantor as to any such matters; (e) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or substantially all of Guarantor’s assetsWarranties, or any interest therein, provision of any other than Transaction Document. 16.2.4 The Guarantor shall immediately notify the Purchaser in the ordinary course writing of Guarantor’s business; and (f) Guarantor any matter or circumstance which arises or of which it is not and will not be, as aware or ought reasonably to have been aware which is inconsistent with or a consequence breach of any of the execution and delivery Guarantor Warranties or which will or may be a breach of any Guarantor Warranty when the Guarantor Warranties are repeated at Completion or which might render any of the Guarantor Warranties untrue, inaccurate or misleading or which may otherwise be a breach of this Guaranty, impaired Agreement or rendered “insolvent,” as that term is defined in either Texas Business and Commerce Code § 24.003 or Section 101 material to a purchaser for value of the Federal Bankruptcy CodeAssets. Such notification in writing from the Guarantor shall be accompanied by all available, obtainable, relevant and reasonable supporting information and documentation, including without limitation complete and accurate details of any and all proposed, necessary, required, desirable and/or recommended rectification and/or remediation, steps and requirements, together with complete and accurate details of potential scope, timing, cost and impact of same. Any notice given under this clause 16.2.4 in relation to any matter or otherwise rendered unable to pay its debts as circumstance shall not, for the same mature avoidance of doubt, prevent the Purchaser from bringing any claim for breach of any Guarantor Warranty arising from that matter or circumstance and will shall not have thereby undertaken liabilities in excess relieve the Guarantor of any liability under this Agreement arising from any of the present fair value Guarantor Warranties not being true, accurate and complete as at the date of its assets. Notwithstanding the foregoing, the calculation of liabilities shall NOT include any fair value adjustments to the carrying value of liabilities to record such liabilities this Agreement or as at fair value pursuant to electing the fair value option election under FASB ASC 000-00-00 (formerly known as FAS 159, The Fair Value Option for Financial Assets and Financial Liabilities) or other FASB standards allowing entities to elect fair value option for financial liabilities. Therefore, the amount of liabilities shall be the historical cost basis, which generally is the contractual amount owed adjusted for amortization or accretion of any premium or discountCompletion.

GUARANTOR’S WARRANTIES. Guarantor warrants warrants, represents, covenants and acknowledges to Lender that: (a) Lender would not make the Loan nor enter into any Swap Agreement with the Borrower but for this Guaranty; (b) Guarantor has reviewed all of the terms and provisions of the Loan Agreement, any Swap Agreement between Borrower and Lender, Plans and Specifications and the other Loan Documents; (c) there are no conditions precedent to the effectiveness of this Guaranty; (d) Guarantor has established adequate means of obtaining from sources other than Lender, on a continuing basis, financial and other information pertaining to Borrower’s financial condition, the Property and Borrower’s activities relating thereto and the status of Borrower’s performance of obligations under the Loan DocumentsDocuments and any Swap Agreement with Lender, and Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor’s risks hereunder hereunder, and Lender has made no representation to Guarantor as to any such matters; (e) the most recent financial statements of Guarantor heretofore or hereafter delivered to Lender (i) are or will be materially complete and correct, (ii) present fairly and accurately the financial condition of Guarantor as of the respective dates thereof, and (iii) are or will be prepared in accordance with the same accounting standards used by Guarantor to prepare the financial statements delivered to and approved by Lender in connection with the making of the Loan, or other accounting standards approved by Lender, and since the date of such financial statements, there has been no material adverse change in such financial condition of Guarantor, nor has any asset or property reflected on such financial statements been sold, transferred, assigned, mortgaged, pledged or encumbered which would have a Material Adverse Effect except as previously disclosed in writing by Guarantor to Lender; (f) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, pledge, hypothecate, mortgage, transfer or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein, other than in the ordinary course of Guarantor’s businessbusiness and subject to Permitted Transfers; and (fg) Guarantor is not and will not be, as a consequence of the execution and delivery of this Guaranty, impaired or rendered “insolvent,” ”, as that term is defined in either Texas Business and Commerce Code § 24.003 or Section 101 of the Federal Bankruptcy Code, or otherwise rendered unable to pay its Guarantor’s debts as the same mature and will not have thereby undertaken liabilities in excess of the present fair value of its Guarantor’s assets. Notwithstanding the foregoing, ; and (h) the calculation of liabilities shall in any such financial statements do NOT include any fair value adjustments to the carrying value of liabilities to record such liabilities at fair value pursuant to electing the fair value option election under FASB ASC 000-00-00 (formerly known as FAS 159, The Fair Value Option for Financial Assets and Financial Liabilities) or other FASB standards allowing entities to elect fair value option for financial liabilities. Therefore, and therefore, the amount of liabilities shall be is the historical cost basis, which generally is the contractual amount owed adjusted for amortization or accretion of any premium or discount. Guarantor acknowledges and agrees that Lender may request and obtain additional information from third parties regarding any of the above, including, without limitation, credit reports.

GUARANTOR’S WARRANTIES. Guarantor hereby warrants and acknowledges represents unto OHCS that: (a) Lender would not make the Loan but for this Guaranty; (b) Guarantor has reviewed all of the terms and provisions of the Loan Agreement Agreement, Plans and the other Loan Documents; (b) any and all balance sheets, net worth statements and other financial statements and data that have heretofore been given to OHCS with respect to the Guarantor fairly and accurately represent the financial condition of the Guarantor as of the date hereof, and, since the date thereof, there has been no material adverse change in the financial condition of the Guarantor, (c) except as may be set out on any exhibit attached hereto, (i) there are no conditions precedent legal proceedings, material claims or demands pending against, or to the effectiveness knowledge of this Guaranty; (d) the Guarantor has established adequate means of obtaining from sources other than Lenderthreatened against, on a continuing basis, financial and other information pertaining to Borrower’s financial condition, the Property and Borrower’s activities relating thereto and the status of Borrower’s performance of obligations under the Loan Documents, and Guarantor agrees to keep adequately informed from such means of or any facts, events or circumstances which might in any way affect Guarantor’s risks hereunder and Lender has made no representation to Guarantor as to any such matters; (e) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein, other than in (ii) the ordinary course of Guarantor’s business; and (f) Guarantor is not in breach or default of any obligation to pay money, and will not be, as a consequence of (iii) no event (including specifically the Guarantor’s execution and delivery of this Guaranty) has occurred which, impaired with or rendered “insolvent,” as that term without the lapse of time or action by a third party, constitutes or could constitute a material breach or material default under any document evidencing or securing any obligation to pay money or under any other contract or agreement to which the Guarantor is defined in either Texas Business a party, (d) the Guarantor has knowledge of Borrower’s financial condition and Commerce Code § 24.003 or Section 101 affairs, the progress of completion of the Federal Bankruptcy CodeProject, or otherwise rendered unable and of all other circumstances which bear upon the risk assumed by the Guarantor under this Guaranty (the Guarantor hereby agreeing to pay its debts as the same mature continue to keep itself informed thereof while this Guaranty is in force and agreeing that OHCS does not have and will not have thereby undertaken liabilities in excess any obligation to investigate the financial condition or affairs of Borrower for the benefit of the present fair value Guarantor or to advise the Guarantor of any fact respecting, or any change in, the financial condition or affairs of Borrower or any other circumstance which may bear upon the Guarantor’s risk hereunder which come to the knowledge of OHCS, its directors, officers, employees or agents of any time, whether or not OHCS knows, believes or has reason to know or to believe that any such fact or change is unknown to the Guarantor or might or does materially increase the risk of the Guarantor hereunder), and (e) if any Guarantor is an entity, this Guaranty does not constitute a breach of Guarantor’s organizational documents or any other agreement or contract which Guarantor is a party to. Guarantor shall not transfer all or substantially all of its assetsassets without the prior consent of OHCS, or any of Guarantor’s assets for the purpose of preventing OHCS from satisfying any judgment rendered under this Guaranty therefrom, either before or after the entry of any such judgment. Notwithstanding the foregoingGuarantor shall promptly deliver to OHCS all financial statements and tax returns of Guarantor, the calculation of liabilities shall NOT include any fair value adjustments if any, which Borrower is required to provide to OHCS pursuant to the carrying value Loan Agreement or any of liabilities the other Loan Documents, in time for Borrower to record such liabilities at fair value pursuant deliver the same to electing OHCS on or before the fair value option election under FASB ASC 000-00-00 (formerly known as FAS 159, The Fair Value Option date provided for Financial Assets and Financial Liabilities) or other FASB standards allowing entities to elect fair value option for financial liabilities. Therefore, the amount of liabilities shall be the historical cost basis, which generally is the contractual amount owed adjusted for amortization or accretion of any premium or discountdelivery thereof.

GUARANTOR’S WARRANTIES. Guarantor warrants and acknowledges that: (a) Lender Administrative Agent and Lenders would not make the Loan but for this Guaranty; (b) Guarantor has reviewed all of the terms and provisions of the Loan Agreement and the other Loan Documents; (c) there are no conditions precedent to the effectiveness of this Guaranty; (dc) Guarantor has established adequate means of obtaining from sources other than LenderAdministrative Agent, on a continuing basis, financial and other information pertaining to Borrower’s financial condition, the Property and Borrower’s activities relating thereto and the status of Borrower’s performance of obligations under the Loan Documents, and Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor’s risks hereunder and Lender Administrative Agent has made no representation to Guarantor as to any such matters; (d) the most recent financial statements of Guarantor previously delivered to Administrative Agent are true and correct in all respects, have been prepared in accordance with generally accepted accounting principles consistently applied (or other principles acceptable to Administrative Agent and Lenders) and fairly present the financial condition of Guarantor as of the respective dates thereof, and no material adverse change has occurred in the financial condition of Guarantor since the respective dates thereof; and (e) Guarantor has not and will not, without the prior written consent of LenderAdministrative Agent, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein, other than in the ordinary course of Guarantor’s business; and (f) Guarantor is not and will not be, as a consequence of the execution and delivery of this Guaranty, impaired or rendered “insolvent,” as that term is defined in either Texas Business and Commerce Code § 24.003 or Section 101 of the Federal Bankruptcy Code, or otherwise rendered unable to pay its debts as the same mature and will not have thereby undertaken liabilities in excess of the present fair value of its assets. Notwithstanding the foregoing, or anything to the contrary, the calculation of the liabilities of Guarantor shall NOT not include any fair value adjustments to the carrying value of liabilities to record such liabilities at fair value pursuant to electing the fair value option election under FASB ASC 000-00-00 (formerly known as FAS 159, The Fair Value Option for Financial Assets and Financial Liabilities) or other FASB standards allowing entities to elect fair value option for financial liabilities. Therefore, the amount of liabilities shall be the historical cost basis, which generally is the contractual amount owed adjusted for amortization or accretion of any premium or discount.

GUARANTOR’S WARRANTIES. As an express inducement to the Lender to extend credit or otherwise to provide financial accommodations to, or on behalf of, the Borrower, Guarantor represents and warrants and acknowledges thatto the Lender as follows: (a) Lender would not make as of the Loan but for date of this Guaranty, the aggregate fair saleable value of such Guarantor’s assets exceeds the aggregate amount of such Guarantor’s liabilities; (b) Guarantor has reviewed all of the terms and provisions of the Loan Agreement and the other Loan Documentsis meeting Guarantor’s current liabilities as they mature; (c) there are no conditions precedent the financial statements of Guarantor most recently furnished to the effectiveness Lender (i) are true, correct and complete in all material respects, (ii) fairly reflect the financial condition of this Guarantythe Guarantor as of the date shown on such statements (including, in the notes thereto, all material contingent liabilities), and (iii) since the date of such financial statements, there has been no material adverse effect; (d) there is neither pending, nor to the best knowledge of such Guarantor, threatened, any investigation, litigation or administrative proceeding affecting such Guarantor has established adequate means of obtaining from sources other than Lender, on that could reasonably be expected to result in a continuing basis, financial and other information pertaining to Borrower’s financial condition, the Property and Borrower’s activities relating thereto and the status of Borrower’s performance of obligations under the Loan Documents, and Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor’s risks hereunder and Lender has made no representation to Guarantor as to any such mattersmaterial adverse effect; (e) there are no unappealed, undischarged judgments of record against such Guarantor, no federal or state tax liens have been filed or, to the best knowledge of such Guarantor, threatened against such Guarantor, nor is such Guarantor has not and will not, without the prior written consent in default or claimed default under any agreement for borrowed money or under any guarantee of Lender, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein, such agreement other than in the ordinary course of Guarantor’s businessany default or claimed default which could not reasonably be expected to have a material adverse effect; and (f) Guarantor has independently investigated and is fully informed respecting the current financial condition and/or business affairs of the Borrower and has adequate means to obtain such information in the future; (g) Guarantor has not relied upon, and is not and will not benow relying upon, as a consequence the Lender to provide Guarantor, now or in the future, with any information in the Lender’s possession concerning the financial condition and/or business affairs of the execution and delivery of this GuarantyBorrower, impaired the Obligations, or rendered “insolvent,” as that term is defined in either Texas Business and Commerce Code § 24.003 or Section 101 any collateral securing repayment of the Federal Bankruptcy CodeObligations; (h) Intentionally Deleted ; (i) Guarantor has derived, or otherwise rendered unable expects to pay its debts as derive, from the same mature Obligations incurred and will to be incurred by the Borrower, financial or other benefits commensurate with the liability incurred by Guarantor hereunder; and (j) Guarantor is not have thereby undertaken liabilities in excess of relying upon the present fair value of its assets. Notwithstanding the foregoing, the calculation of liabilities shall NOT include Lender to make any fair value adjustments credit facilities or other financial accommodations available to the carrying value of liabilities to record such liabilities at fair value pursuant to electing Borrower other than as contemplated by the fair value option election under FASB ASC 000-00-00 (formerly known as FAS 159, The Fair Value Option for Financial Assets and Financial Liabilities) or other FASB standards allowing entities to elect fair value option for financial liabilities. Therefore, the amount of liabilities shall be the historical cost basis, which generally is the contractual amount owed adjusted for amortization or accretion of any premium or discountLoan Agreement.

GUARANTOR’S WARRANTIES. Guarantor warrants and acknowledges that: : (a) Lender Administrative Agent and Lenders would not make the Loan but for this Guaranty; (b) Guarantor has reviewed all of the terms and provisions of the Loan Agreement and the other Loan Documents; (c) there are no conditions precedent to the effectiveness of this Guaranty; (dc) Guarantor has established adequate means of obtaining from sources other than LenderAdministrative Agent, on a continuing basis, financial and other information pertaining to Borrower’s Borrowers’ financial condition, the Property and Borrower’s Borrowers’ activities relating thereto and the status of Borrower’s Borrowers’ performance of obligations under the Loan Documents, and Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor’s risks hereunder and Lender Administrative Agent has made no representation to Guarantor as to any such matters; (d) the most recent financial statements of Guarantor previously delivered to Administrative Agent are true and correct in all respects, have been prepared in accordance with generally accepted accounting principles consistently applied (or other principles acceptable to Administrative Agent and Lenders) and fairly present the financial condition of Guarantor as of the respective dates thereof, and no material adverse change has occurred in the financial condition of Guarantor since the respective dates thereof; and (e) Guarantor has not and will not, without the prior written consent of LenderAdministrative Agent, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein, other than in the ordinary course of Guarantor’s business; and (f) Guarantor is not and will not be, as a consequence of the execution and delivery of this Guaranty, impaired or rendered “insolvent,” as that term is defined in either Texas Business and Commerce Code § 24.003 or Section 101 of the Federal Bankruptcy Code, or otherwise rendered unable to pay its debts as the same mature and will not have thereby undertaken liabilities in excess of the present fair value of its assets. Notwithstanding the foregoing, or anything to the contrary, the calculation of the liabilities of Guarantor shall NOT not include any fair value adjustments to the carrying value of liabilities to record such liabilities at fair value pursuant to electing the fair value option election under FASB ASC 000-00-00 (formerly known as FAS 159, The Fair Value Option for Financial Assets and Financial Liabilities) or other FASB standards allowing entities to elect fair value option for financial liabilities. Therefore, the amount of liabilities shall be the historical cost basis, which generally is the contractual amount owed adjusted for amortization or accretion of any premium or discount.

GUARANTOR’S WARRANTIES. Guarantor warrants warrants, represents, covenants and acknowledges to Administrative Agent and Lenders that: (a) Lender Lenders would not make the Loan nor enter into any Interest Rate Protection Agreement with the Borrower but for this Guaranty; (b) Guarantor has reviewed all of the terms and provisions of the Loan Agreement, any Interest Rate Protection Agreement between Borrower and a Lender (as applicable) in connection with the Loan and the other Loan Documents; (c) there are no conditions precedent to the effectiveness of this Guaranty; (d) Guarantor has established adequate means of obtaining from sources other than LenderAdministrative Agent and/or Lenders, on a continuing basis, financial and other information pertaining to Borrower’s or Operating Lessee’s financial condition, the Property and Borrower’s and Operating Lessee’s activities relating thereto and the status of Borrower’s performance of obligations under the Loan DocumentsDocuments and any Interest Rate Protection Agreement with a Lender in connection with the Loan, and Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor’s risks hereunder hereunder, and Lender has Administrative Agent and Lenders have made no representation to Guarantor as to any such matters; (e) the most recent financial statements of Guarantor heretofore or hereafter delivered to Administrative Agent are true and correct in all respects, have been prepared in accordance with generally accepted accounting principles consistently applied (or other principles acceptable to Administrative Agent) and fairly and accurately represent the financial condition of Guarantor as of the respective dates thereof, and no material adverse change has occurred in the financial condition of Guarantor since the respective dates thereof; (f) Guarantor has not and will not, without the prior written consent of LenderAdministrative Agent, sell, lease, assign, encumber, pledge, hypothecate, mortgage, transfer or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein, other than in the ordinary course of Guarantor’s business; (g) Guarantor has the requisite legal power and authority to execute, deliver and perform this Guaranty, and the execution, delivery and performance thereof, and the consummation of the transactions contemplated thereby, have been duly authorized by all requisite action of Guarantor and no other proceedings or authorizations on the part of Guarantor are necessary to consummate such transactions; (h) this Guaranty has been duly executed and delivered by Guarantor and constitutes the legal, valid and binding obligation of Guarantor and is enforceable against Guarantor in accordance with its terms, except as limited by bankruptcy, insolvency, reorganization or similar law of general application affecting the rights and remedies of creditors, and moratorium laws from time to time in effect, and except to the extent the availability of equitable relief may be subject to the discretion of the court for which any proceeding therefor may be brought; and (fi) Guarantor is not and will not be, as a consequence of the execution and delivery of this Guaranty, impaired or rendered “insolvent,” ”, as that term is defined in either Texas Business and Commerce Code § 24.003 or Section 101 of the Federal Bankruptcy Code, or otherwise rendered unable to pay its Guarantor’s debts as the same mature and will not have thereby undertaken liabilities in excess of the present fair value of its Guarantor’s assets. Notwithstanding the foregoing, the calculation of liabilities shall NOT include any fair value adjustments to the carrying value of liabilities to record such liabilities at fair value pursuant to electing the fair value option election under FASB ASC 000-00-00 (formerly known as FAS 159, The Fair Value Option for Financial Assets and Financial Liabilities) or other FASB standards allowing entities to elect fair value option for financial liabilities. Therefore, the amount of liabilities shall be the historical cost basis, which generally is the contractual amount owed adjusted for amortization or accretion of any premium or discount. Guarantor acknowledges and agrees that Administrative Agent may request and obtain additional information from third parties regarding any of the above, including, without limitation, credit reports.

GUARANTOR’S WARRANTIES. Guarantor warrants and acknowledges that: (a) Lender the Lenders would not make the Loan but for this Guaranty; (b) Guarantor has reviewed all of the terms and provisions of the Loan Agreement and the other Loan Documents; (c) there are no conditions precedent to the effectiveness of this GuarantyGuaranty that have not been satisfied as of the date hereof; (d) Guarantor has established adequate means of obtaining from sources other than LenderAdministrative Agent or the Lenders, on a continuing basis, financial and other information pertaining to Borrower’s financial condition, the Property and Borrower’s activities relating thereto and the status of Borrower’s performance of its obligations under the Loan Documents, and Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor’s risks hereunder and neither Administrative Agent nor any Lender has made no any representation to Guarantor as to any such matters; (e) Guarantor has all requisite power and authority to own or lease its property and to carry on its own business as now conducted; (f) Guarantor has the full limited liability company power and authority to execute and deliver this Guaranty and to perform its obligations hereunder; the execution, delivery and performance of this Guaranty by Guarantor has been duly and validly authorized; and all requisite limited liability company action has been taken by Guarantor to make this Guaranty valid and binding upon Guarantor, enforceable in accordance with its terms; (g) neither any Loan Party nor any of its subsidiaries is a party to any indenture, loan or credit agreement or any lease or other agreement or instrument or subject to any charter or limited liability company restriction that would be reasonably likely to have a Material Adverse Effect; (h) Guarantor’s execution of, and compliance with, this Guaranty will not result in the breach of any term or provision of the operating agreement or other governing instrument of Guarantor, or result in the breach of any term or provision of, or conflict with or constitute a default under, or, to Guarantor’s knowledge result in the acceleration of any obligation under any material agreement, indenture or loan or credit agreement or other instrument to which Guarantor is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which Guarantor is subject; (i) intentionally deleted; (j) to Guarantor’s knowledge, there is no action, suit, proceeding or investigation pending or threatened against it which, if decided adversely against Guarantor, is reasonably likely to, either in any one instance or in the aggregate, result in any material adverse change in the business, operations, financial condition, properties or assets of Guarantor, or in any material impairment of the right or ability of Guarantor to carry on its business substantially as now conducted, or in any material liability on the part of Guarantor, or which would draw into question the validity of this Guaranty or of any action taken or to be taken in connection with the obligations of Guarantor contemplated herein, or which would be likely to impair materially the ability of Guarantor to perform under the terms of this Guaranty; (k) Guarantor does not believe, nor does it have any reason or cause to believe, that it cannot perform each and will notevery covenant contained in this Guaranty; (l) no approval, without the prior written authorization, order, license or consent of, or registration or filing with, any governmental authority or other person, and no approval, authorization or consent of Lenderany other party is required in connection with this Guaranty; (m) this Guaranty constitutes a valid, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or substantially all legal and binding obligation of Guarantor’s assets, enforceable against it in accordance with the terms hereof subject only to applicable bankruptcy, insolvency and similar laws affecting rights of creditors generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or any interest therein, other than in the ordinary course of Guarantor’s businessat law); and (fn) intentionally deleted; (o) Guarantor is not and will not be, as a consequence of the execution and delivery of this Guaranty, impaired or rendered “insolvent,” as that term is defined in either Texas Business and Commerce Code § 24.003 or Section 101 of the Federal Bankruptcy Code, or otherwise rendered unable to pay its debts as the same mature and will not have thereby undertaken liabilities in excess of the present fair value of its assets; and (p) the most recent financial statements of Guarantor previously delivered to Administrative Agent are true and correct in all material respects, have been prepared in accordance with GAAP or International Financial Reporting Standards as of the date of the applicable statement consistently applied (or other principles acceptable to Administrative Agent) and fairly present the financial condition of Guarantor as of the respective dates thereof, and no material adverse change has occurred in the financial condition of Guarantor since the respective dates thereof. Notwithstanding the foregoinguse of GAAP or International Financial Reporting Standards, the calculation of liabilities shall NOT include any fair value adjustments to the carrying value of liabilities to record such liabilities at fair value pursuant to electing the fair value option election under FASB ASC 000800-00-00 (formerly known as FAS 159, The Fair Value Option for For Financial Assets and Financial Liabilities) or other FASB standards allowing entities to elect fair value option for financial liabilities. Therefore, the amount of liabilities shall be the historical cost basis, which generally is the contractual amount owed adjusted for amortization or accretion of any premium or discount. Guarantor acknowledges and agrees that the Lenders may request and obtain additional information from third parties regarding any of the above, including, without limitation, credit reports.

GUARANTOR’S WARRANTIES. Guarantor warrants and acknowledges that: (a) Lender Administrative Agent and Lenders would not make the Loan but for this Guaranty; (b) Guarantor has reviewed all of the terms and provisions of the Loan Agreement and the other Loan Documents; (c) there are no conditions precedent to the effectiveness of this Guaranty; (dc) Guarantor has established adequate means of obtaining from sources other than LenderAdministrative Agent, on a continuing basis, financial and other information pertaining to Borrower’s Borrowers’ financial condition, the Property and Borrower’s Borrowers’ activities relating thereto and the status of Borrower’s Borrowers’ performance of obligations under the Loan Documents, and Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor’s risks hereunder and Lender Administrative Agent has made no representation to Guarantor as to any such matters; (d) the most recent financial statements of Guarantor previously delivered to Administrative Agent are true and correct in all respects, have been prepared in accordance with generally accepted accounting principles consistently applied (or other principles acceptable to Administrative Agent and Lenders) and fairly present the financial condition of Guarantor as of the respective dates thereof, and no material adverse change has occurred in the financial condition of Guarantor since the respective dates thereof; and (e) Guarantor has not and will not, without the prior written consent of LenderAdministrative Agent, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein, other than in the ordinary course of Guarantor’s business; and (f) Guarantor is not and will not be, as a consequence of the execution and delivery of this Guaranty, impaired or rendered “insolvent,” as that term is defined in either Texas Business and Commerce Code § 24.003 or Section 101 of the Federal Bankruptcy Code, or otherwise rendered unable to pay its debts as the same mature and will not have thereby undertaken liabilities in excess of the present fair value of its assets. Notwithstanding the foregoing, or anything to the contrary, the calculation of the liabilities of Guarantor shall NOT not include any fair value adjustments to the carrying value of liabilities to record such liabilities at fair value pursuant to electing the fair value option election under FASB ASC 000-00-00 (formerly known as FAS 159, The Fair Value Option for Financial Assets and Financial Liabilities) or other FASB standards allowing entities to elect fair value option for financial liabilities. Therefore, the amount of liabilities shall be the historical cost basis, which generally is the contractual amount owed adjusted for amortization or accretion of any premium or discount.

GUARANTOR’S WARRANTIES. Guarantor warrants and acknowledges that: (a) Lender Administrative Agent and Lenders would not make the Loan but for this Guaranty; (b) Guarantor has reviewed all of the terms and provisions of the Loan Agreement and the other Loan Documents; (c) there are no conditions precedent to the effectiveness of this Guaranty; (dc) Guarantor has established adequate means of obtaining from sources other than LenderAdministrative Agent, on a continuing basis, financial and other information pertaining to Borrower’s Borrowers’ financial condition, the Property and Borrower’s Borrowers’ activities relating thereto and the status of Borrower’s Borrowers’ performance of obligations under the Loan Documents, and Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor’s risks hereunder and Lender 4 Loan No. 1002835 Administrative Agent has made no representation to Guarantor as to any such matters; (d) the most recent financial statements of Guarantor previously delivered to Administrative Agent are true and correct in all respects, have been prepared in accordance with generally accepted accounting principles consistently applied (or other principles acceptable to Administrative Agent and Lenders) and fairly present the financial condition of Guarantor as of the respective dates thereof, and no material adverse change has occurred in the financial condition of Guarantor since the respective dates thereof; and (e) Guarantor has not and will not, without the prior written consent of LenderAdministrative Agent, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein, other than in the ordinary course of Guarantor’s business; and (f) Guarantor is not and will not be, as a consequence of the execution and delivery of this Guaranty, impaired or rendered “insolvent,” as that term is defined in either Texas Business and Commerce Code § 24.003 or Section 101 of the Federal Bankruptcy Code, or otherwise rendered unable to pay its debts as the same mature and will not have thereby undertaken liabilities in excess of the present fair value of its assets. Notwithstanding the foregoing, or anything to the contrary, the calculation of the liabilities of Guarantor shall NOT not include any fair value adjustments to the carrying value of liabilities to record such liabilities at fair value pursuant to electing the fair value option election under FASB ASC 000825-00-00 (formerly xxrmerly known as FAS 159, The Fair Value Option for Financial Assets and Financial Liabilities) or other FASB standards allowing entities to elect fair value option for financial liabilities. Therefore, the amount of liabilities shall be the historical cost basis, which generally is the contractual amount owed adjusted for amortization or accretion of any premium or discount.

GUARANTOR’S WARRANTIES. Each Guarantor hereby severally, but not jointly, warrants and acknowledges that: represents unto Lender the following except that Prime Retail, L.P. makes no representations or warranties with respect to clauses (b) and (d) of this Section 16 and Horizon Group Properties, Inc. and Horizon Group Properties, Ltd. make no representations or warranties with respect to clause (e) of this Section 16: (a) Lender would not make Each Guarantor has received or will receive, direct or indirect benefit from the Loan but for making of this Guaranty; ; (b) Each and every warranty and representation made by Borrower in the Loan Documents is true and correct; (c) This Guaranty constitutes a legal, valid and binding obligation of each Guarantor, and is fully enforceable against each Guarantor has reviewed in accordance with its terms; (d) Any and all balance sheets, net worth statements and other financial data that have heretofore been given to Lender with respect to Guarantors (other than Prime Retail, L.P.) fairly present the financial condition of such Guarantors as of the terms and provisions date(s) thereof and, since the date(s) thereof, there has been no material, adverse change in the financial condition of any such Guarantor; (e) The financial statements contained in the Loan Agreement Annual Report on Form 10-K for the year ended December 31, 2001, as amended, and the other Loan Documents; Quarterly Report on Form 10-Q for the quarter ended March 31, 2002 (ctogether, the "34 Act Reports") filed by Prime Retail, Inc., a Maryland corporation, pursuant to the Securities Exchange Act of 1934, as amended, are true and complete in all material respects; (f) Except as may be set out on EXHIBIT "B" attached hereto and made a part hereof for all purposes and, with respect only to the representation and warranty made by Prime Retail, L.P. pursuant to this Section 16 (f), except as disclosed in the 34 Act Reports or except as would, individually or in the aggregate, not have a material adverse effect on the business or results of operations of Prime Retail, L.P., (i) there are no conditions precedent legal proceedings, claims or demands pending against, or to the effectiveness knowledge of this Guaranty; any Guarantor, threatened against, any Guarantor or any Guarantor's assets, (dii) no Guarantor has established adequate means is in breach or default of obtaining from sources other than Lenderany legal requirement, on a continuing basis, financial and other information pertaining to Borrower’s financial condition, the Property and Borrower’s activities relating thereto and the status of Borrower’s performance of obligations under the Loan Documentscontract or commitment, and Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor’s risks hereunder and Lender has made (iii) no representation to Guarantor as to any such matters; event (e) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein, other than in the ordinary course of Guarantor’s business; and (f) Guarantor is not and will not be, as a consequence of the including specifically Guarantors' execution and delivery of this Guaranty) has occurred which, impaired with the lapse of time or rendered “insolvent,” action by a third party, could result in any Guarantor's breach or default under any legal requirement, contract or commitment; and (g) Each Guarantor hereby agrees to furnish to Lender from time to time, and as that term is defined required by the Mortgages, promptly upon request therefor, current financial reports and statements setting out in either Texas Business complete and Commerce Code § 24.003 accurate detail each Guarantor's financial condition at the time of such request, containing such information as Lender may reasonably request, and prepared in accordance with generally accepted accounting principles consistently applied or Section 101 of in other form acceptable to Lender, in the Federal Bankruptcy Code, or otherwise rendered unable to pay its debts as the same mature and will not have thereby undertaken liabilities in excess of the present fair value exercise of its assets. Notwithstanding the foregoing, the calculation of liabilities shall NOT include any fair value adjustments to the carrying value of liabilities to record such liabilities at fair value pursuant to electing the fair value option election under FASB ASC 000-00-00 (formerly known as FAS 159, The Fair Value Option for Financial Assets and Financial Liabilities) or other FASB standards allowing entities to elect fair value option for financial liabilities. Therefore, the amount of liabilities shall be the historical cost basis, which generally is the contractual amount owed adjusted for amortization or accretion of any premium or discountreasonable discretion.

GUARANTOR’S WARRANTIES. Guarantor warrants warrants, represents, covenants and acknowledges to Lender that: (a) Lender would not make the Loan nor enter into any Swap Agreement with the Borrower but for this Guaranty; (b) Guarantor has reviewed all of the terms and provisions of the Loan Agreement, any Swap Agreement between Borrower and Lender, Plans and Specifications and the other Loan Documents; (c) there are no conditions precedent to the effectiveness of this Guaranty; (d) Guarantor has established adequate means of obtaining from sources other than Lender, on a continuing basis, financial and other information pertaining to Borrower’s financial condition, the Property and Borrower’s activities relating thereto and the status of Borrower’s performance of obligations under the Loan DocumentsDocuments and any Swap Agreement with Lender, and Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor’s risks hereunder hereunder, and Lender has made no representation to Guarantor as to any such matters; (e) the most recent financial statements of Guarantor heretofore or hereafter delivered to Lender (i) are or will be materially complete and correct, (ii) present fairly and accurately the financial condition of Guarantor as of the respective dates thereof, and (iii) are or will be prepared in accordance with the same accounting standards used by Guarantor to prepare the financial statements delivered to and approved by Lender in connection with the making of the Loan, or other accounting standards approved by Lender, and since the date of such financial statements, there has been no material adverse change in such financial condition of Guarantor, nor has any asset or property reflected on such financial statements been sold, transferred, assigned, mortgaged, pledged or encumbered which would have a Material Adverse Effect except as previously disclosed in writing by Guarantor to Lender; (f) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, pledge, hypothecate, mortgage, transfer or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein, other than in the ordinary course of Guarantor’s businessbusiness and subject to Permitted Transfers; and (fg) Guarantor is not and will not be, as a consequence of the execution and delivery of this Guaranty, impaired or rendered “insolvent,” ”, as that term is defined in either Texas Business and Commerce Code § 24.003 or Section 101 of the Federal Bankruptcy Code, or otherwise rendered unable to pay its Guarantor’s debts as the same mature and will not have thereby undertaken liabilities in excess of the present fair value of its Guarantor’s assets. Notwithstanding the foregoing, ; and (h) the calculation of liabilities shall in any such financial statements do NOT include any fair value adjustments to the carrying value of liabilities to record such liabilities at fair value pursuant to electing the fair value option election under FASB ASC 000-00-00 (formerly known as FAS 159, The Fair Value Option for Financial Assets and Financial Liabilities) or other FASB standards allowing entities to elect fair value option for financial liabilities. Therefore; and therefore, the amount of liabilities shall be is the historical cost basis, which generally is the contractual amount owed adjusted for amortization or accretion of any premium or discount. Guarantor acknowledges and agrees that Lender may request and obtain additional information from third parties regarding any of the above, including, without limitation, credit reports.

GUARANTOR’S WARRANTIES. 6.1 Guarantor warrants and acknowledges that: (a) Lender would not make the Loan but for this Guaranty; (b) Guarantor has reviewed all of the terms and provisions of the Loan Agreement and the other Loan Documents; (c) : 6.1.1 there are no conditions precedent to the effectiveness of this Guaranty; (d) , and this Guaranty shall be in full force and effect and binding on Guarantor regardless of whether Lender obtains other collateral or any guarantees from others or takes any other action contemplated by Guarantor; 6.1.2 Guarantor has established adequate means of obtaining from sources other than Lender, on a continuing basis, financial and other information pertaining to Borrower’s financial condition, the Property condition and Borrower’s activities relating thereto and the status of Borrower’s performance of obligations under imposed by the Loan Documents, and Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor’s risks hereunder hereunder, and Lender has made no representation to Guarantor as to any such matters; (e) and 6.1.3 the most recent financial statements of Guarantor previously delivered to Lender are true and correct in all material respects, have been prepared in a manner which fairly presents the financial condition of Guarantor as of the respective dates thereof, and no material adverse change has occurred in the financial condition of Guarantor since the respective dates thereof; and 6.1.4 Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein, other than in the ordinary course of Guarantor’s business; . 6.1.5 Each Guarantor warrants and (f) acknowledges a financial interest in and relationship to Borrower such that Guarantor is not agrees to enter into this Guaranty to induce Lender to make the Loan described in the Loan Agreement. Guarantor further warrants and acknowledges that it will not be, as a consequence receive substantial benefit from the making of the execution and delivery of this Guaranty, impaired or rendered “insolvent,” as that term is defined in either Texas Business and Commerce Code § 24.003 or Section 101 of the Federal Bankruptcy Code, or otherwise rendered unable to pay its debts as the same mature and will not have thereby undertaken liabilities in excess of the present fair value of its assets. Notwithstanding the foregoing, the calculation of liabilities shall NOT include any fair value adjustments to the carrying value of liabilities to record such liabilities at fair value pursuant to electing the fair value option election under FASB ASC 000-00-00 (formerly known as FAS 159, The Fair Value Option for Financial Assets and Financial Liabilities) or other FASB standards allowing entities to elect fair value option for financial liabilities. Therefore, the amount of liabilities shall be the historical cost basis, which generally is the contractual amount owed adjusted for amortization or accretion of any premium or discountLoan.

GUARANTOR’S WARRANTIES. Guarantor warrants and acknowledges that: : (a) Lender Lenders would not make the Loan but for this Guaranty; (b) Guarantor has reviewed all of the terms and provisions of the Loan Agreement and the other Loan Documents; (c) there are no conditions precedent to the effectiveness of this Guaranty; (d) Guarantor has established adequate means of obtaining from sources other than LenderAdministrative Agent or the Lenders, on a continuing basis, financial and other information pertaining to Borrower’s financial condition, the Property and Borrower’s activities relating thereto and the status of Borrower’s performance of its obligations under the Loan Documents, and Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor’s risks hereunder and neither Administrative Agent nor any Lender has made no any representation to Guarantor as to any such matters; (e) Guarantor has all requisite power and authority to own or lease its property and to carry on its own business as now conducted; (f) Guarantor has the full limited liability company power and authority to execute and deliver this Guaranty and to perform its obligations hereunder; the execution, delivery and performance of this Guaranty by Guarantor has been duly and validly authorized; and all requisite limited liability company action has been taken by Guarantor to make this Guaranty valid and binding upon Guarantor, enforceable in accordance with its terms; (g) neither any Loan Party nor any of its subsidiaries is a party to any indenture, loan or credit agreement or any lease or other agreement or instrument or subject to any charter or corporate restriction that would be reasonably likely to have a Material Adverse Effect; (h) Guarantor’s execution of, and compliance with, this Guaranty will not result in the breach of any term or provision of the operating agreement or other governing instrument of Guarantor, or result in the breach of any term or provision of, or conflict with or constitute a default under, or, to Guarantor’s knowledge result in the acceleration of any obligation under any material agreement, indenture or loan or credit agreement or other instrument to which the Guarantor is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Guarantor is subject; (i) intentionally deleted; (j) to Guarantor’s knowledge, there is no action, suit, proceeding or investigation pending or threatened against it which, if decided adversely against Guarantor, is reasonably likely to, either in any one instance or in the aggregate, result in any material adverse change in the business, operations, financial condition, properties or assets of Guarantor, or in any material impairment of the right or ability of Guarantor to carry on its business substantially as now conducted, or in any material liability on the part of Guarantor, or which would draw into question the validity of this Guaranty or of any action taken or to be taken in connection with the obligations of Guarantor contemplated herein, or which would be likely to impair materially the ability of Guarantor to perform under the terms of this Guaranty; (k) Guarantor does not believe, nor does it have any reason or cause to believe, that it cannot perform each and will notevery covenant contained in this Guaranty; (l) no approval, without the prior written authorization, order, license or consent of, or registration or filing with, any governmental authority or other person, and no approval, authorization or consent of Lenderany other party is required in connection with this Guaranty; (m) this Guaranty constitutes a valid, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or substantially all legal and binding obligation of Guarantor’s assets, or any interest therein, other than enforceable against it in accordance with the ordinary course of Guarantor’s businessterms hereof; and (fn) intentionally deleted; (o) Guarantor is not and will not be, as a consequence of the execution and delivery of this Guaranty, impaired or rendered “insolvent,” as that term is defined in either Texas Business and Commerce Code § 24.003 or Section 101 of the Federal Bankruptcy Code, or otherwise rendered unable to pay its debts as the same mature and will not have thereby undertaken liabilities in excess of the present fair value of its assets; and (p) the most recent financial statements of Guarantor previously delivered to Administrative Agent are true and correct in all material respects, have been prepared in accordance with GAAP or International Financial Reporting Standards consistently applied (or other principles acceptable to Administrative Agent) and fairly present the financial condition of Guarantor as of the respective dates thereof, and no material adverse change has occurred in the financial condition of Guarantor since the respective dates thereof. Notwithstanding the foregoinguse of GAAP or International Financial Reporting Standards, the calculation of liabilities shall NOT include any fair value adjustments to the carrying value of liabilities to record such liabilities at fair value pursuant to electing the fair value option election under FASB ASC 000800-00-00 (formerly known as FAS 159, The Fair Value Option for For Financial Assets and Financial Liabilities) or other FASB standards allowing entities to elect fair value option for financial liabilities. Therefore, the amount of liabilities shall be the historical cost basis, which generally is the contractual amount owed adjusted for amortization or accretion of any premium or discount. Guarantor acknowledges and agrees that Lenders may request and obtain additional information from third parties regarding any of the above, including, without limitation, credit reports.

GUARANTOR’S WARRANTIES. Each Guarantor hereby severally, but not jointly, warrants and acknowledges that: represents unto Lender the following except that Prime Retail, L.P. makes no representations or warranties with respect to clauses (b) and (d) of this Section 16 and Horizon Group Properties, Inc. and Horizon Group Properties, Ltd. make no representations or warranties with respect to clause (e) of this Section 16: (a) Lender would not make Each Guarantor has received or will receive, direct or indirect benefit from the Loan but for making of this Guaranty; ; (b) Each and every warranty and representation made by Borrower in the Loan Documents is true and correct; (c) This Guaranty constitutes a legal, valid and binding obligation of each Guarantor, and is fully enforceable against each Guarantor has reviewed in accordance with its terms; (d) Any and all balance sheets, net worth statements and other financial data that have heretofore been given to Lender with respect to Guarantors (other than Prime Retail, L.P.) fairly present the financial condition of such Guarantors as of the terms and provisions date(s) thereof and, since the date(s) thereof, there has been no material, adverse change in the financial condition of any such Guarantor; (e) The financial statements contained in the Loan Agreement Annual Report on Form 10-K for the year ended December 31, 2001, as amended, and the other Loan Documents; Quarterly Report on Form 10-Q for the quarter ended March 31, 2002 (ctogether, the "34 Act Reports") filed by Prime Retail, Inc., a Maryland corporation, pursuant to the Securities Exchange Act of 1934, as amended, are true and complete in all material respects; (f) Except as may be set out on Exhibit "B" attached hereto and made a part hereof for all purposes and, with respect only to the representation and warranty made by Prime Retail, L.P. pursuant to this Section 16 (f), except as disclosed in the 34 Act Reports or except as would, individually or in the aggregate, not have a material adverse effect on the business or results of operations of Prime Retail, L.P., (i) there are no conditions precedent legal proceedings, claims or demands pending against, or to the effectiveness knowledge of this Guaranty; any Guarantor, threatened against, any Guarantor or any Guarantor's assets, (dii) no Guarantor has established adequate means is in breach or default of obtaining from sources other than Lenderany legal requirement, on a continuing basis, financial and other information pertaining to Borrower’s financial condition, the Property and Borrower’s activities relating thereto and the status of Borrower’s performance of obligations under the Loan Documentscontract or commitment, and Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor’s risks hereunder and Lender has made (iii) no representation to Guarantor as to any such matters; event (e) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein, other than in the ordinary course of Guarantor’s business; and (f) Guarantor is not and will not be, as a consequence of the including specifically Guarantors' execution and delivery of this Guaranty) has occurred which, impaired with the lapse of time or rendered “insolvent,” action by a third party, could result in any Guarantor's breach or default under any legal requirement, contract or commitment; and (g) Each Guarantor hereby agrees to furnish to Lender from time to time, and as that term is defined required by the Mortgages, promptly upon request therefor, current financial reports and statements setting out in either Texas Business complete and Commerce Code § 24.003 accurate detail each Guarantor's financial condition at the time of such request, containing such information as Lender may reasonably request, and prepared in accordance with generally accepted accounting principles consistently applied or Section 101 of in other form acceptable to Lender, in the Federal Bankruptcy Code, or otherwise rendered unable to pay its debts as the same mature and will not have thereby undertaken liabilities in excess of the present fair value exercise of its assets. Notwithstanding the foregoing, the calculation of liabilities shall NOT include any fair value adjustments to the carrying value of liabilities to record such liabilities at fair value pursuant to electing the fair value option election under FASB ASC 000-00-00 (formerly known as FAS 159, The Fair Value Option for Financial Assets and Financial Liabilities) or other FASB standards allowing entities to elect fair value option for financial liabilities. Therefore, the amount of liabilities shall be the historical cost basis, which generally is the contractual amount owed adjusted for amortization or accretion of any premium or discountreasonable discretion.

GUARANTOR’S WARRANTIES. Guarantor warrants warrants, represents, covenants and acknowledges to Administrative Agent and Lenders that: : (a) Lender Lenders would not make the Loan but for this Guaranty; (b) Guarantor has reviewed all of the terms and provisions of the Loan Credit Agreement and the other Loan Documents; (c) there are no conditions precedent to the effectiveness of this Guaranty; (d) Guarantor has established adequate means of obtaining from sources other than LenderAdministrative Agent, on a continuing basis, financial and other information pertaining to Borrower’s financial condition, the Property and Borrower’s activities relating thereto and the status of Borrower’s performance of obligations under the Loan Documents, and Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor’s risks hereunder hereunder, and neither Administrative Agent nor any Lender has made no any representation to Guarantor as to any such matters; (e) the most recent financial statements of Guarantor heretofore or hereafter delivered to Administrative Agent are true and correct in all respects, have been prepared in accordance with generally accepted accounting principles consistently applied (or other principles acceptable to Administrative Agent) and fairly and accurately represent the financial condition of Guarantor as of the respective dates thereof, and no material adverse change has occurred in the financial condition of Guarantor since the respective dates thereof; (f) Guarantor has not and will not, without the prior written consent of LenderAdministrative Agent, sell, lease, assign, encumber, pledge, hypothecate, mortgage, transfer or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein, other than in the ordinary course of Guarantor’s business; and (fg) Guarantor is not and will not be, as a consequence of the execution and delivery of this Guaranty, impaired or rendered “insolvent,” ”, as that term is defined in either Texas Business and Commerce Code § 24.003 or Section 101 of the Federal Bankruptcy Code, or otherwise rendered unable to pay its Guarantor’s debts as the same mature and will not have thereby undertaken liabilities in excess of the present fair value of its Guarantor’s assets. Notwithstanding the foregoing, ; and (h) the calculation of liabilities shall in any such financial statements do NOT include any fair value adjustments to the carrying value of liabilities to record such liabilities at fair value pursuant to electing the fair value option election under FASB ASC 000-00-00 (formerly known as FAS 159, The Fair Value Option for Financial Assets and Financial Liabilities) or other FASB standards allowing entities to elect fair value option for financial liabilities. Therefore, and therefore, the amount of liabilities shall be is the historical cost basis, which generally is the contractual amount owed adjusted for amortization or accretion of any premium or discount.. Guarantor acknowledges and agrees that Administrative Agent may request and obtain additional information from third parties regarding any of the above, including, without limitation, credit reports. 

GUARANTOR’S WARRANTIES. Guarantor warrants and acknowledges that: : (a) Lender would not make enter into the Loan Transaction Documents but for this Guaranty; (b) Guarantor has reviewed all of the terms and provisions of the Loan Agreement and the other Loan Documents; (c) there are no conditions precedent to the effectiveness of this Guaranty; (dc) Guarantor has established adequate means of obtaining from sources other than Lender, on a continuing basis, financial and other information pertaining to Borrower’s 's financial condition, the Property and Borrower’s activities relating thereto condition and the status of Borrower’s 's performance of obligations under the Loan Transaction Documents, and Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor’s 's risks hereunder and Lender has made no representation to Guarantor as to any such matters; (d) the most recent financial statements of Guarantor previously delivered to Lender are true and correct in all material respects, and fairly present the financial condition of Guarantor as of the respective dates thereof, and no material adverse change has occurred in the financial condition of Guarantor since the respective dates thereof; (e) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or substantially all of Guarantor’s 's assets, or any interest therein, other than in the ordinary course of Guarantor’s business; and (f) Guarantor has the capacity and is legally competent to enter into this Guaranty and the other Transaction Documents to which Guarantor is a party; (g) Borrower is the successor by merger to, and has succeeded to all of the obligations, debts and liabilities of, Hyseq, Inc., a Nevada corporation, including without limitation the obligations of Hyseq, Inc. under the Original Transaction Documents (as defined in the Amendment to Termination Agreement); (h) Guarantor has not made any direct or indirect (whether by operation of law or otherwise) disposition, assignment, sublease, conveyance or other transfer of its obligations under the Original Transaction Documents; (i) this Guaranty and the other Transaction Documents to which Guarantor is a party are legal, valid and binding upon Guarantor, and are enforceable in accordance with their terms; (j) Guarantor will benefit from the transactions contemplated hereunder and under the other Transaction Documents; and (k) Guarantor has not done and is not and will not be, as a consequence contemplating taking any of the execution and delivery following actions: (i) making a general assignment for the benefit of this Guaranty, impaired creditors; (ii) filing any voluntary petition in bankruptcy or rendered “insolvent,” as that term is defined in either Texas Business and Commerce Code § 24.003 or Section 101 suffered the filing of an involuntary petition by its creditors; (iii) suffering the Federal Bankruptcy Codeappointment of a receiver to take possession of all, or otherwise rendered unable substantially, all of its assets; (iv) suffering the attachment or other judicial seizure of all, or substantially all, of its assets; (v) admitting in writing to its inability to pay its debts as the same mature and will not have thereby undertaken liabilities in excess they become due; or (vi) making an offer of the present fair value of settlement, extension or composition to its assets. Notwithstanding the foregoing, the calculation of liabilities shall NOT include any fair value adjustments to the carrying value of liabilities to record such liabilities at fair value pursuant to electing the fair value option election under FASB ASC 000-00-00 (formerly known as FAS 159, The Fair Value Option for Financial Assets and Financial Liabilities) or other FASB standards allowing entities to elect fair value option for financial liabilities. Therefore, the amount of liabilities shall be the historical cost basis, which generally is the contractual amount owed adjusted for amortization or accretion of any premium or discountcreditors generally.