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 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 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 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 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 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 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 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 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 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 Loan No. 1019350 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. 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.

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 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 Loan No. 1005669 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. 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 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 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 Loan No. 1002012 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 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 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. 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 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 Loan No. 1006987 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. 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, 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; (d) 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 assetssuch Loan. 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 discount7.

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 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; (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 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; (d) 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, as of the date hereof, 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 assets, or any interest therein, other than in the ordinary course of Guarantor’s businessbusiness if such action would have a material adverse affect on the ability of Guarantor to perform its obligations under this Guaranty; and (f) Guarantor is shall, not and will not belater than thirty (30) days from written request from Lender, as a consequence provide Lender with copies of the execution and delivery publicly filed SEC filings 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 discountGuarantor.

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 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; (cb) 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 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; (d) Guarantor has all requisite power and authority to own or lease its property and to carry on its own business as now conducted; (e) Guarantor has the full corporate 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 corporate action has been taken by Guarantor to make this Guaranty valid and binding upon Guarantor, enforceable in accordance with its terms; (f) 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; (g) 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; (h) intentionally deleted; (i) 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; (j) 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; (k) 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; (l) 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 (fm) intentionally deleted; (n) 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 (o) 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. 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 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 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, 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.