Common use of Guaranty of Guaranteed Obligations of Borrower Clause in Contracts

Guaranty of Guaranteed Obligations of Borrower. Guarantor hereby guarantees to MPF, the payment within 30 days of Guarantor's receipt of a Guaranty Drawdown Notice, of an amount that is equal to the lesser of (a) one-third of the difference between the Put Price and the DR Sale Proceeds and (b) $200,000 (such guarantee obligations, the "Guaranteed Obligations"). Guarantor agrees that this Guaranty is a guaranty of payment and performance and not of collection, and that his obligations under this Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by: (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in this Guaranty, or any other Series A Documents; (b) the absence of any action to enforce this Guaranty or any other Series A Document or the waiver or consent by MPF with respect to any of the provisions thereof; (c) the insolvency of Sutter; or (d) any other action or circumstances xxxxx might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being agreed by Guarantor that his obligations under this Guaranty shall not be discharged until the earlier of: the redemption, conversion or sale of all of the Shares. Guarantor shall be regarded, and shall be in the same position, as Sutter with respect to the Guaranteed Obligations. Guarantor agxxxx xhat any notice or directive given at any time to MPF which is inconsistent with the waiver in the immediately preceding sentence shall be null and void and may be ignored by MPF, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Guaranty, unless MPF has specifically agreed otherwise in writing. It is agreed among Guarantor and MPF that the foregoing waivers are of the essence of the transaction contemplated by the Series A Documents and that, but for this Guaranty and such waivers, MPF would decline to enter into the Purchase Agreement.

Guaranty of Guaranteed Obligations of Borrower. Each Guarantor hereby jointly and severally unconditionally guarantees to MPFAgent and Lenders, and their respective successors, endorsees, transferees and assigns, the prompt payment within 30 days of Guarantor's receipt of a Guaranty Drawdown Notice(whether at stated maturity, of an amount that is equal to the lesser of (aby acceleration or otherwise) one-third and performance of the difference between the Put Price and the DR Sale Proceeds and Obligations of Borrower (b) $200,000 (such guarantee obligations, hereinafter the "Guaranteed ObligationsGUARANTEED OBLIGATIONS"). Guarantor agrees Guarantors agree that this Guaranty is a guaranty of payment and performance and not of collection, and that his their obligations under this Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by: (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in this Guaranty, any other Loan Document or any other Series A Documentsagreement, document or instrument to which any Credit Party and/or Guarantors are or may become a party; (b) the absence of any action to enforce this Guaranty or any other Series A Loan Document or the waiver or consent by MPF Agent and/or Lenders with respect to any of the provisions thereof; (c) the existence, value or condition of, or failure to perfect its Lien against, any Collateral for the Guaranteed Obligations or any action, or the absence of any action, by Agent in respect thereof (including, without limitation, the release of any such security); (d) the insolvency of Sutterany Credit Party; or (de) any other action or circumstances xxxxx which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being agreed by each Guarantor that his its obligations under this Guaranty shall not be discharged until the earlier of: the redemption, conversion or sale of all of the SharesTermination Date. Each Guarantor shall be regarded, and shall be in the same position, as Sutter principal debtor with respect to the Guaranteed Obligations. Each Guarantor agxxxx xhat agrees that any notice or directive given at any time to MPF Agent which is inconsistent with the waiver in the immediately preceding sentence shall be null and void and may be ignored by MPFAgent and Lenders, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Guaranty, unless MPF has Agent and Lenders have specifically agreed otherwise in writing. It is agreed among Guarantor each Guarantor, Agent and MPF Lenders that the foregoing waivers are of the essence of the transaction contemplated by the Series A Loan Documents and that, but for this Guaranty and such waivers, MPF Agent and Lenders would decline to enter into the Purchase Credit Agreement.

Guaranty of Guaranteed Obligations of Borrower. Guarantor hereby unconditionally guarantees to MPFAgent and Lenders, and their respective successors, endorsees, transferees and assigns, the prompt payment within 30 days of Guarantor's receipt of a Guaranty Drawdown Notice(whether at stated maturity, of an amount that is equal to the lesser of (aby acceleration or otherwise) one-third and performance of the difference between Obligations of Borrower (hereinafter the Put Price and the DR Sale Proceeds and (b) $200,000 (such guarantee obligations, the "“Guaranteed Obligations"”). Guarantor agrees that this Guaranty is a guaranty of payment and performance and not of collection, and that his its obligations under this Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by: (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in this Guaranty, any other Debt Document or any other Series A Documentsagreement, document or instrument to which any Credit Party and/or Guarantor are or may become a party; (b) the absence of any action to enforce this Guaranty or any other Series A Loan Document or the waiver or consent by MPF Agent and/or Lenders with respect to any of the provisions thereof; (c) the existence, value or condition of, or failure to perfect its lien against, any Collateral for the Guaranteed Obligations or any action, or the absence of any action, by Agent in respect thereof (including, without limitation, the release of any such security); (d) the insolvency of Sutterany Credit Party; or (de) any other action or circumstances xxxxx which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being agreed by Guarantor that his its obligations under this Guaranty shall not be discharged until the earlier of: the redemption, conversion or sale of all of the SharesTermination Date. Guarantor shall be regarded, and shall be in the same position, as Sutter principal debtor with respect to the Guaranteed Obligations. Guarantor agxxxx xhat agrees that any notice or directive given at any time to MPF Agent which is inconsistent with the waiver in the immediately preceding sentence shall be null and void and may be ignored by MPFAgent and Lenders, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Guaranty, unless MPF has Agent and Lenders have specifically agreed otherwise in writing. It is agreed among Guarantor Guarantor, Agent and MPF Lenders that the foregoing waivers are of the essence of the transaction contemplated by the Series A Debt Documents and that, but for this Guaranty and such waivers, MPF Agent and Lenders would decline to enter into the Purchase Loan Agreement.

Guaranty of Guaranteed Obligations of Borrower. Each Guarantor hereby jointly and severally unconditionally guarantees to MPFAgent and Lenders, and their respective successors, endorsees, transferees and assigns, the prompt payment within 30 days of Guarantor's receipt of a Guaranty Drawdown Notice(whether at stated maturity, of an amount that is equal to the lesser of (aby acceleration or otherwise) one-third and performance of the difference between the Put Price and the DR Sale Proceeds and Obligations of Borrower (b) $200,000 (such guarantee obligations, hereinafter the "Guaranteed Obligations"). Guarantor agrees Guarantors agree that this Guaranty is a guaranty of payment and performance and not of collection, and that his their obligations under this Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by: (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in this Guaranty, any other Loan Document or any other Series A Documentsagreement, document or instrument to which any Credit Party and/or Guarantors are or may become a party; (b) the absence of any action to enforce this Guaranty or any other Series A Loan Document or the waiver or consent by MPF Agent and/or Lenders with respect to any of the provisions thereof; (c) the insolvency existence, value or condition of, or failure to perfect its Lien against, any Collateral for the Guaranteed Obligations or any action, or the absence of Sutterany action, by Agent in respect thereof (including, without limitation, the release of any such security); or (d) the insolvency of any Credit Party; or (e) any other action or circumstances xxxxx which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being agreed by each Guarantor that his its obligations under this Guaranty shall not be discharged until the earlier of: the redemption, conversion or sale of all of the SharesTermination Date. Each Guarantor shall be regarded, and shall be in the same position, as Sutter principal debtor with respect to the Guaranteed Obligations. Each Guarantor agxxxx xhat agrees that any notice or directive given at any time to MPF Agent which is inconsistent with the waiver in the immediately preceding sentence shall be null and void and may be ignored by MPFAgent and Lenders, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Guaranty, unless MPF has Agent and Lenders have specifically agreed otherwise in writing. It is agreed among Guarantor each Guarantor, Agent and MPF Lenders that the foregoing waivers are of the essence of the transaction contemplated by the Series A Loan Documents and that, but for this Guaranty and such waivers, MPF Agent and Lenders would decline to enter into the Purchase Credit Agreement.

Guaranty of Guaranteed Obligations of Borrower. Guarantor hereby unconditionally guarantees to MPFLender, and its successors, endorsees, transferees and assigns, the prompt payment within 30 days (whether at stated maturity, by acceleration or otherwise) and performance of Guarantor's receipt the obligations of Borrower under the following (the “Guaranteed Obligations”): The Loan Agreement; The Note; and Any obligation, liability, or indebtedness of Borrower to Lender arising in connection with a Swap Transaction, including, without limitation, any fee, charge, or netting of liabilities in connection with the early termination, adjustment, or settlement of any Swap Transaction (collectively, “Swap Obligations”). Despite anything in this Guaranty Drawdown Notice, of an amount that is equal to the lesser of (a) one-third of the difference between the Put Price and the DR Sale Proceeds and (b) $200,000 (such guarantee obligationscontrary, the "Guaranteed Obligations"Guarantor shall be deemed to not be a guarantor of any Swap Obligations to the extent that the Guarantor is not an “eligible contract participant” at the time the Guaranty becomes effective with respect to such Swap Obligations as set forth in the Commodities Exchange Act (7 U.S.C., Sec. 1, et. seq.). Guarantor agrees that this shall be regarded, and shall be in the same position, as principal debtor with respect to the Guaranteed Obligations. This Guaranty is a guaranty of payment and performance and not of collection, and that his Guarantor’s obligations under this Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by: (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in this Guaranty, any other Loan Document or any other Series A Documentsagreement, document or instrument to which any Loan Party and/or Guarantor is or may become a party; (b) the absence of any action to enforce this Guaranty or any other Series A Loan Document or the waiver or consent by MPF Lender with respect to any of the provisions thereofof this Guaranty or or such other Loan Document; (c) the insolvency existence, value or condition of, or failure to perfect Lender's Lien against, any collateral for the Guaranteed Obligations now or later existing or any action, or the absence of Sutterany action, by Lender in respect thereof (including, without limitation, the release of any such security); or (d) the insolvency of any Loan Party; or (e) any other action or circumstances xxxxx which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being agreed by Guarantor that his its obligations under this Guaranty shall not be discharged until the earlier of: the redemption, conversion or sale of all of the Shares. Guarantor shall be regarded, and shall be except as set forth in the same position, as Sutter with respect to the Guaranteed Obligations. Guarantor agxxxx xhat any notice or directive given at any time to MPF which is inconsistent with the waiver in the immediately preceding sentence shall be null and void and may be ignored by MPF, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Guaranty, unless MPF has specifically agreed otherwise in writing. It is agreed among Guarantor and MPF that the foregoing waivers are of the essence of the transaction contemplated by the Series A Documents and that, but for this Guaranty and such waivers, MPF would decline to enter into the Purchase AgreementSection 6.7 hereof.

Guaranty of Guaranteed Obligations of Borrower. Each Guarantor hereby jointly and severally unconditionally guarantees to MPFAgent and Lenders, and their respective successors, endorsees, transferees and assigns, the prompt payment within 30 days of Guarantor's receipt of a Guaranty Drawdown Notice(whether at stated maturity, of an amount that is equal to the lesser of (aby acceleration or otherwise) one-third and performance of the difference between the Put Price and the DR Sale Proceeds and Obligations of Borrower (b) $200,000 (such guarantee obligations, hereinafter the "Guaranteed Obligations"). Guarantor agrees Guarantors agree that this Guaranty is a guaranty of payment and performance and not of collection, and that his their obligations under this Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by: (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in this Guaranty, any other Loan Document or any other Series A Documentsagreement, document or instrument to which any Credit Party and/or Guarantors are or may become a party; (b) the absence of any action to enforce this Guaranty or any other Series A Loan Document or the waiver or consent by MPF Agent and/or Lenders with respect to any of the provisions thereof; (c) the insolvency existence, value or condition of, or failure to perfect its Lien against, any Collateral for the Guaranteed Obligations or any action, or the absence of Sutterany action, by Agent in respect thereof (including, without limitation, the release of any such security); or (d) the insolvency of any Credit Party; or (e) any other action or circumstances xxxxx which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being agreed by each Guarantor that his its obligations under this Guaranty shall not be discharged until the earlier of: the redemption, conversion or sale of all of the SharesGuaranteed Obligations have been paid (or in the case of Letter of Credit Obligations, cash collateralized in accordance with the Credit Agreement) in full. Each Guarantor shall be regarded, and shall be in the same position, as Sutter principal debtor with respect to the Guaranteed Obligations. Each Guarantor agxxxx xhat agrees that any notice or directive given at any time to MPF Agent which is inconsistent with the waiver in the immediately preceding sentence shall be null and void and may be ignored by MPFAgent and Lenders, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Guaranty, unless MPF has Agent and Lenders have specifically agreed otherwise in writing. It is agreed among Guarantor each Guarantor, Agent and MPF Lenders that the foregoing waivers are of the essence of the transaction contemplated by the Series A Loan Documents and that, but for this Guaranty and such waivers, MPF Agent and Lenders would decline to enter into the Purchase Credit Agreement.

Guaranty of Guaranteed Obligations of Borrower. Guarantor hereby unconditionally guarantees to MPFAgent and Lenders, and their respective successors, endorsees, transferees and assigns, the prompt payment within 30 days of Guarantor's receipt of a Guaranty Drawdown Notice(whether at stated maturity, of an amount that is equal to the lesser of (aby acceleration or otherwise) one-third and performance of the difference between the Put Price and the DR Sale Proceeds and Obligations of Borrower other than Litigation Obligations (b) $200,000 (such guarantee obligations, hereinafter the "Guaranteed Obligations"). Guarantor agrees that this Guaranty is a guaranty of payment and performance and not of collection, and that his its obligations under this Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by: (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in this Guaranty, any Loan Document or any other Series A Documentsagreement, document or instrument to which any Credit Party are or may become a party; (b) the absence of any action to enforce this Guaranty or any other Series A Loan Document or the waiver or consent by MPF Agent and/or Lenders with respect to any of the provisions thereof; (c) the existence, value or condition of, or failure to perfect its Lien against, any Collateral for the Guaranteed Obligations or any action, or the absence of any action, by Agent in respect thereof; (d) the insolvency of Sutterany Credit Party; or (de) any other action or circumstances xxxxx which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, ; it being agreed by Guarantor that his its obligations under this Guaranty shall not be discharged until the earlier of: the redemption, conversion or sale of all of the SharesTermination Date. Guarantor shall be regarded, and shall be in the same position, as Sutter principal debtor with respect to the Guaranteed Obligations. Guarantor agxxxx xhat agrees that any notice or directive given at any time to MPF Agent which is inconsistent with the waiver in the immediately preceding sentence shall be null and void and may be ignored by MPFAgent and Lenders, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Guaranty, unless MPF has Agent and Lenders have specifically agreed otherwise in writing. It is agreed among Guarantor Guarantor, Agent and MPF Lenders that the foregoing waivers are of the essence of the transaction contemplated by the Series A Loan Documents and that, but for this Guaranty and such waivers, MPF Agent and Lenders would decline to enter into the Purchase Credit Agreement.

Guaranty of Guaranteed Obligations of Borrower. Each Guarantor hereby jointly and severally unconditionally guarantees to MPFAgent and Lenders, and their respective successors, endorsees, transferees and assigns, the prompt payment within 30 days of Guarantor's receipt of a Guaranty Drawdown Notice(whether at stated maturity, of an amount that is equal to the lesser of (aby acceleration or otherwise) one-third and performance of the difference between Obligations (other than such Person’s own Obligations under the Put Price and Credit Agreement) (hereinafter the DR Sale Proceeds and (b) $200,000 (such guarantee obligations, the "“Guaranteed Obligations"”). Each Guarantor agrees that this Guaranty is a guaranty of payment and performance and not of collection, and that his its obligations under this Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by: (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in this Guaranty, any other Loan Document or any other Series A Documentsagreement, document or instrument to which any Credit Party and/or any Guarantor is or may become a party; (b) the absence of any action to enforce this Guaranty or any other Series A Loan Document or the waiver or consent by MPF Agent, Lenders or any other Secured Party with respect to any of the provisions thereof; (c) the insolvency existence, value or condition of, or failure to perfect its Lien against, any Collateral for the Guaranteed Obligations or any action, or the absence of Sutterany action, by Agent in respect thereof (including, without limitation, the release of any such security); or (d) the insolvency of Borrower or any other Credit Party; or (e) any other action or circumstances xxxxx which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being agreed by each Guarantor that his its obligations under this Guaranty shall not be discharged until the earlier of: the redemption, conversion or sale of all of the SharesTermination Date. Each Guarantor shall be regarded, and shall be in the same position, as Sutter the principal debtor with respect to the Guaranteed Obligations. Each Guarantor agxxxx xhat agrees that any notice or directive given at any time to MPF Agent which is inconsistent with the waiver in the immediately preceding sentence shall be null and void and may be ignored by MPF, Agent and the Secured Parties and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Guaranty, unless MPF has Agent and the Requisite Lenders have specifically agreed otherwise in writing. It is agreed among Guarantor each Guarantor, Agent and MPF Secured Parties that the foregoing waivers are of the essence of the transaction contemplated by the Series A Loan Documents and that, but for this Guaranty and such waivers, MPF Agent and Lenders would decline to enter into the Purchase AgreementCredit Agreement and Secured Parties would decline to enter into the applicable Loan Documents.

Guaranty of Guaranteed Obligations of Borrower. Each Guarantor hereby jointly and severally unconditionally guarantees to MPFAgent and Lenders, and their respective successors, endorsees, transferees and assigns, the prompt payment within 30 days of Guarantor's receipt of a Guaranty Drawdown Notice(whether at stated maturity, of an amount that is equal to the lesser of (aby acceleration or otherwise) one-third and performance of the difference between the Put Price and the DR Sale Proceeds and Obligations of Borrower (b) $200,000 (such guarantee obligations, hereinafter the "Guaranteed Obligations"). Guarantor agrees Guarantors agree that this Guaranty is a guaranty of payment and performance and not of collection, and that his their obligations under this Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by: (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in this Guaranty, any other Loan Document or any other Series A Documentsagreement, document or instrument to which any Credit Party and/or Guarantors are or may become a party; (b) the absence of any action to enforce this Guaranty or any other Series A Loan Document or the waiver or consent by MPF Agent and/or Lenders with respect to any of the provisions thereof; (c) the insolvency existence, value or condition of, or failure to perfect its Lien against, any Collateral for the Guaranteed Obligations or any action, or the absence of Sutterany action, by Agent in respect thereof (including, without limitation, the release of any such security); or (d) any other action or circumstances xxxxx which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being agreed by each Guarantor that his its obligations under this Guaranty shall not be discharged until the earlier of: the redemptionpayment and performance, conversion or sale of all in full, of the SharesGuaranteed Obligations. Each Guarantor shall be regarded, and shall be in the same position, as Sutter principal debtor with respect to the Guaranteed Obligations. Each Guarantor agxxxx xhat expressly waives all rights it may have now or in the future under any statute, or at common law, or at law or in equity, or otherwise, to compel Agent or Lenders to proceed in respect of the Guaranteed Obligations against Borrower or any other Credit Party or against any Collateral for the payment and performance of the Guaranteed Obligations before proceeding against, or as a condition to proceeding against, any Guarantor. Each Guarantor agrees that any notice or directive given at any time to MPF Agent which is inconsistent with the waiver in the immediately preceding sentence shall be null and void and may be ignored by MPF, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Guaranty, unless MPF has specifically agreed otherwise in writing. It is agreed among Guarantor and MPF that the foregoing waivers are of the essence of the transaction contemplated by the Series A Documents and that, but for this Guaranty and such waivers, MPF would decline to enter into the Purchase Agreement.is

Guaranty of Guaranteed Obligations of Borrower. Guarantor hereby unconditionally guarantees to MPFLender, and its successors, endorsees, transferees and assigns, the prompt payment within 30 days of Guarantor's receipt of a Guaranty Drawdown Notice(whether at stated maturity, of an amount that is equal to the lesser of (aby acceleration or otherwise) one-third and performance of the difference between obligations of Borrower under the Put Price following (the “Guaranteed Obligations”): The Loan Agreement; The Note; and Any obligation, liability, or indebtedness of Borrower to Lender arising in connection with a Swap Transaction, including, without limitation, any fee, charge, or netting of liabilities in connection with the DR Sale Proceeds and early termination, adjustment, or settlement of any Swap Transaction (b) $200,000 (such guarantee obligationscollectively, the "Guaranteed Swap Obligations"). Despite anything in this Guaranty to the contrary, the Guarantor agrees shall be deemed to not be a guarantor of any Swap Obligations to the extent that this the Guarantor is not an “eligible contract participant” at the time the Guaranty becomes effective with respect to such Swap Obligations as set forth in the Commodities Exchange Act (7 U.S.C., Sec. 1, et. seq.). Guarantor shall be regarded, and shall be in the same position, as principal debtor with respect to the Guaranteed Obligations. This Guaranty is a guaranty of payment and performance and not of collection, and that his Guarantor’s obligations under this Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by: (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in this Guaranty, any other Loan Document or any other Series A Documentsagreement, document or instrument to which any Loan Party and/or Guarantor is or may become a party; (b) the absence of any action to enforce this Guaranty or any other Series A Loan Document or the waiver or consent by MPF Lender with respect to any of the provisions thereofof this Guaranty or or such other Loan Document; (c) the insolvency existence, value or condition of, or failure to perfect Lender's Lien against, any collateral for the Guaranteed Obligations now or later existing or any action, or the absence of Sutterany action, by Lender in respect thereof (including, without limitation, the release of any such security); or (d) the insolvency of any Loan Party; or (e) any other action or circumstances xxxxx which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being agreed by Guarantor that his its obligations under this Guaranty shall not be discharged until the earlier of: the redemption, conversion or sale of all of the Shares. Guarantor shall be regarded, and shall be except as set forth in the same position, as Sutter with respect to the Guaranteed Obligations. Guarantor agxxxx xhat any notice or directive given at any time to MPF which is inconsistent with the waiver in the immediately preceding sentence shall be null and void and may be ignored by MPF, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Guaranty, unless MPF has specifically agreed otherwise in writing. It is agreed among Guarantor and MPF that the foregoing waivers are of the essence of the transaction contemplated by the Series A Documents and that, but for this Guaranty and such waivers, MPF would decline to enter into the Purchase AgreementSection 6.7 hereof.

Guaranty of Guaranteed Obligations of Borrower. Subject to Section 5, the Guarantor hereby unconditionally guarantees to MPFthe Lender, and its respective successors, endorsees, transferees and assigns, the prompt payment within 30 days of Guarantor's receipt of a Guaranty Drawdown Notice(whether at stated maturity, of an amount that is equal to the lesser of (aby acceleration or otherwise) one-third and performance of the difference between Obligations and other covenants of Borrower under the Put Price and the DR Sale Proceeds and Note (b) $200,000 (such guarantee obligationscollectively, the "Guaranteed Obligations"). The Guarantor agrees that this Guaranty is a guaranty of payment and performance and not of collection, and that his its obligations under this Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by: (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in this Guaranty, the Note, the Pledge Agreement or any other Series A Documentsagreement, document or instrument to which the Borrower and/or the Guarantor is or may become a party; (b) the absence of any action to enforce this Guaranty Guaranty, , the Note or any other Series A Document the Pledge Agreement or the waiver or consent by MPF the Lender with respect to any of the provisions thereof; (c) the insolvency of Sutterthe Borrower and/or the Guarantor; or (d) any other action or circumstances xxxxx which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being agreed by the Guarantor that his its obligations under this Guaranty shall not be discharged until the earlier of: Lender gives written notice, not to be unreasonably withheld, to the redemption, conversion or sale of Guarantor that all of the SharesGuaranteed Obligations have been indefeasibly paid in full or otherwise discharged. The Guarantor shall be regarded, and shall be in the same position, as Sutter principal debtor with respect to the Guaranteed Obligations. The Guarantor agxxxx xhat agrees that any notice or directive given at any time to MPF the Lender which is inconsistent with the waiver in the immediately preceding sentence this Section 1 shall be null and void and may be ignored by MPFthe Lender, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Guaranty, unless MPF the Lender has specifically agreed otherwise in writing. It is agreed among the Guarantor and MPF the Lender that the foregoing waivers are of the essence of the transaction contemplated by the Series A Documents Note and the Pledge Agreement and that, but for this Guaranty and such waivers, MPF the Lender would decline to enter into the Purchase Note and the Pledge Agreement.

Guaranty of Guaranteed Obligations of Borrower. Guarantor hereby unconditionally guarantees to MPFAgent and Lenders, and their respective successors, endorsees, transferees and assigns, the prompt payment within 30 days of Guarantor's receipt of a Guaranty Drawdown Notice(whether at stated maturity, of an amount that is equal to the lesser of (aby acceleration or otherwise) one-third and performance of the difference between Obligations of Borrower (hereinafter the Put Price and the DR Sale Proceeds and (b) $200,000 (such guarantee obligations, the "“Guaranteed Obligations"”). Guarantor agrees that this Guaranty is a guaranty of payment and performance and not of collection, and that his its obligations under this Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by: (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in this Guaranty, any other Debt Document or any other Series A Documentsagreement, document or instrument to which any Loan Party and/or Guarantor is or may become a party; (b) the absence of any action to enforce this Guaranty or any other Series A Debt Document or the waiver or consent by MPF Agent and/or Lenders with respect to any of the provisions thereof; (c) the existence, value or condition of, or failure to perfect its lien against, any Collateral for the Guaranteed Obligations or any action, or the absence of any action, by Agent in respect thereof (including, without limitation, the release of any such security); (d) the insolvency of Sutterany Loan Party; or (de) any other action or circumstances xxxxx which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being agreed by Guarantor that his its obligations under this Guaranty shall not be discharged until the earlier of: the redemption, conversion or sale of all of the SharesTermination Date. Guarantor shall be regarded, and shall be in the same position, as Sutter principal debtor with respect to the Guaranteed Obligations. Guarantor agxxxx xhat agrees that any notice or directive given at any time to MPF Agent which is inconsistent with the waiver in the immediately preceding sentence shall be null and void and may be ignored by MPFAgent and Lenders, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Guaranty, unless MPF has Agent and Lenders have specifically agreed otherwise in writing. It is agreed among Guarantor Guarantor, Agent and MPF Lenders that the foregoing waivers are of the essence of the transaction contemplated by the Series A Debt Documents and that, but for this Guaranty and such waivers, MPF Agent and Lenders would decline to enter into the Purchase Loan Agreement.

Guaranty of Guaranteed Obligations of Borrower. Guarantor hereby unconditionally guarantees to MPFAdministrative Agent and Lenders, and their respective successors, endorsees, transferees and assigns, the prompt payment within 30 days of Guarantor's receipt of a Guaranty Drawdown Notice(whether at stated maturity, of an amount that is equal to the lesser of (aby acceleration or otherwise) one-third and performance of the difference between obligations of Borrower under the Put Price and Credit Agreement (the DR Sale Proceeds and (b) $200,000 (such guarantee obligations, the "“Guaranteed Obligations"”). Guarantor agrees that this shall be regarded, and shall be in the same position, as principal debtor with respect to the Guaranteed Obligations. This Guaranty is a guaranty of payment and performance and not of collection, and that his Guarantor’s obligations under this Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by: (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in this Guaranty, any other Loan Document or any other Series A Documentsagreement, document or instrument to which any Loan Party and/or Guarantor is or may become a party; (b) the absence of any action to enforce this Guaranty or any other Series A Loan Document or the waiver or consent by MPF Administrative Agent or Lenders with respect to any of the provisions thereofof this Guaranty or or such other Loan Document; (c) the insolvency existence, value or condition of, or failure to perfect Administrative Agent’s Lien against, any collateral for the Guaranteed Obligations now or later existing or any action, or the absence of Sutterany action, by Administrative Agent in respect thereof (including, without limitation, the release of any such security); or (d) the insolvency of any Loan Party; or (e) any other action or circumstances xxxxx which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being agreed by Guarantor that his its obligations under this Guaranty shall not be discharged until the earlier of: the redemption, conversion or sale of all of the Shares. Guarantor shall be regarded, and shall be except as set forth in the same position, as Sutter with respect to the Guaranteed Obligations. Guarantor agxxxx xhat any notice or directive given at any time to MPF which is inconsistent with the waiver in the immediately preceding sentence shall be null and void and may be ignored by MPF, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Guaranty, unless MPF has specifically agreed otherwise in writing. It is agreed among Guarantor and MPF that the foregoing waivers are of the essence of the transaction contemplated by the Series A Documents and that, but for this Guaranty and such waivers, MPF would decline to enter into the Purchase AgreementSection 7.7 hereof.

Guaranty of Guaranteed Obligations of Borrower. Guarantor hereby unconditionally guarantees to MPFAgent and Lenders, and their respective successors, endorsees, transferees and assigns, the prompt payment within 30 days of Guarantor's receipt of a Guaranty Drawdown Notice(whether at stated maturity, of an amount that is equal to the lesser of (aby acceleration or otherwise) one-third and performance of the difference between the Put Price and the DR Sale Proceeds and Obligations of Borrower (b) $200,000 (such guarantee obligations, hereinafter the "Guaranteed Obligations"). Guarantor agrees that this Guaranty is a guaranty of payment and performance and not of collection, and that his its obligations under this Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by: (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in this Guaranty, any Loan Document or any other Series A Documents; agreement, document or instrument to which any Credit Party are or may become a party; (b) the absence of any action to enforce this Guaranty or any other Series A Loan Document or the waiver or consent by MPF Agent and/or Lenders with respect to any of the provisions thereof; (c) the existence, value or condition of, or failure to perfect its Lien against, any Collateral for the Guaranteed Obligations or any action, or the absence of any action, by Agent in respect thereof; (d) the insolvency of Sutterany Credit Party; or (de) any other action or circumstances xxxxx which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, ; it being agreed by Guarantor that his its obligations under this Guaranty shall not be discharged until the earlier of: the redemption, conversion or sale of all of the SharesTermination Date. Guarantor shall be regarded, and shall be in the same position, as Sutter principal debtor with respect to the Guaranteed Obligations. Guarantor agxxxx xhat agrees that any notice or directive given at any time to MPF Agent which is inconsistent with the waiver in the immediately preceding sentence shall be null and void and may be ignored by MPFAgent and Lenders, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Guaranty, unless MPF has Agent and Lenders have specifically agreed otherwise in writing. It is agreed among Guarantor Guarantor, Agent and MPF Lenders that the foregoing waivers are of the essence of the transaction contemplated by the Series A Loan Documents and that, but for this Guaranty and such waivers, MPF Agent and Lenders would decline to enter into the Purchase Credit Agreement.

Guaranty of Guaranteed Obligations of Borrower. Each Guarantor hereby jointly and severally unconditionally guarantees to MPFLender, and their respective successors, endorsees, transferees and assigns, the prompt payment within 30 days of Guarantor's receipt of a Guaranty Drawdown Notice(whether at stated maturity, of an amount that is equal to the lesser of (aby acceleration or otherwise) one-third and performance of the difference between Obligations of Borrowers (hereinafter the Put Price and the DR Sale Proceeds and (b) $200,000 (such guarantee obligations, the "“Guaranteed Obligations"”). Guarantor agrees Guarantors agree that this Guaranty is a guaranty of payment and performance and not of collection, and that his their obligations under this Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by: (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in this Guaranty, any other Loan Document or any other Series A Documentsagreement, document or instrument to which any Loan Party and/or Guarantors are or may become a party; (b) the absence of any action to enforce this Guaranty or any other Series A Loan Document or the waiver or consent by MPF Lender with respect to any of the provisions thereof; (c) the insolvency existence, value or condition of, or failure to perfect its lien against, any Collateral for the Guaranteed Obligations or any action, or the absence of Sutterany action, by Lender in respect thereof (including, without limitation, the release of any such security); or (d) the insolvency of any Loan Party, any Guarantor or Ensign; or (e) any other action or circumstances xxxxx which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being agreed by each Guarantor that his its obligations under this Guaranty shall not be discharged until the earlier of: the redemption, conversion or sale of all of the SharesTermination Date. Each Guarantor shall be regarded, and shall be in the same position, as Sutter principal debtor with respect to the Guaranteed Obligations. Each Guarantor agxxxx xhat agrees that any notice or directive given at any time to MPF Lender which is inconsistent with the waiver in the immediately preceding sentence shall be null and void and may be ignored by MPFLender, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Guaranty, unless MPF has Lender have specifically agreed otherwise in writing. It is agreed among Guarantor and MPF each Guarantor, Lender that the foregoing waivers are of the essence of the transaction contemplated by the Series A Loan Documents and that, but for this Guaranty and such waivers, MPF Lender would decline to enter into the Purchase Loan Agreement.

Guaranty of Guaranteed Obligations of Borrower. Guarantor hereby unconditionally guarantees to MPFAgent and Lenders, and their respective successors, endorsees, transferees and assigns, the prompt payment within 30 days of Guarantor's receipt of a Guaranty Drawdown Noticewhen due (whether at stated maturity, of an amount that is equal to the lesser of (aby acceleration or otherwise) one-third and performance of the difference between the Put Price and the DR Sale Proceeds and Obligations of Borrower (b) $200,000 (such guarantee obligations, hereinafter the "Guaranteed Obligations"). Guarantor agrees that this Guaranty is a guaranty of payment and performance and not of collection, and that his its obligations under this Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by: (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in this Guaranty, any other Loan Document or any other Series A Documentsagreement, document or instrument to which any Credit Party and/or Guarantor is or may become a party; (b) the absence of any action to enforce this Guaranty or any other Series A Loan Document or the waiver or consent by MPF Agent and/or Lenders with respect to any of the provisions thereof; (c) the insolvency existence, value or condition of, or failure to perfect Agent's Lien against, any Collateral for the Guaranteed Obligations or any action, or the absence of Sutterany action, by Agent in respect thereof (including, without limitation, the release of any such security); or (d) the insolvency of any Credit Party; or (e) any other action or circumstances xxxxx which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being agreed by Guarantor that his its obligations under this Guaranty shall not be discharged until the earlier of: the redemption, conversion or sale of all of the SharesTermination Date. Guarantor shall be regarded, and shall be in the same position, as Sutter principal debtor with respect to the Guaranteed Obligations. Guarantor agxxxx xhat agrees that any notice or directive given at any time to MPF Agent which is inconsistent with the waiver in the immediately preceding sentence shall be null and void and may be ignored by MPFAgent and Lenders, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Guaranty, unless MPF has Agent and Lenders have specifically agreed otherwise in writing. It is agreed among Guarantor Guarantor, Agent and MPF Lenders that the foregoing waivers are of the essence of the transaction contemplated by the Series A Loan Documents and that, but for this Guaranty and such waivers, MPF Agent and Lenders would decline to enter into the Purchase Credit Agreement.

Guaranty of Guaranteed Obligations of Borrower. Each Guarantor hereby jointly and severally unconditionally guarantees to MPFAgent and Lenders, and their respective successors, endorsees, transferees and assigns, the prompt payment within 30 days of Guarantor's receipt of a Guaranty Drawdown Notice(whether at stated maturity, of an amount that is equal to the lesser of (aby acceleration or otherwise) one-third and performance of the difference between Obligations of Borrower (hereinafter the Put Price and the DR Sale Proceeds and (b) $200,000 (such guarantee obligations, the "“Guaranteed Obligations"”). Guarantor agrees Guarantors agree that this Guaranty is a guaranty of payment and performance and not of collection, and that his their obligations under this Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by: (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in this Guaranty, any other Debt Document or any other Series A Documentsagreement, document or instrument to which any Loan Party and/or Guarantors are or may become a party; (b) the absence of any action to enforce this Guaranty or any other Series A Loan Document or the waiver or consent by MPF Agent and/or Lenders with respect to any of the provisions thereof; (c) the existence, value or condition of, or failure to perfect its lien against, any Collateral for the Guaranteed Obligations or any action, or the absence of any action, by Agent in respect thereof (including, without limitation, the release of any such security); (d) the insolvency of Sutterany Loan Party; or (de) any other action or circumstances xxxxx which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being agreed by each Guarantor that his its obligations under this Guaranty shall not be discharged until the earlier of: the redemption, conversion or sale of all of the SharesTermination Date. Each Guarantor shall be regarded, and shall be in the same position, as Sutter principal debtor with respect to the Guaranteed Obligations. Each Guarantor agxxxx xhat agrees that any notice or directive given at any time to MPF Agent which is inconsistent with the waiver in the immediately preceding sentence shall be null and void and may be ignored by MPFAgent and Lenders, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Guaranty, unless MPF has Agent and Lenders have specifically agreed otherwise in writing. It is agreed among Guarantor each Guarantor, Agent and MPF Lenders that the foregoing waivers are of the essence of the transaction contemplated by the Series A Debt Documents and that, but for this Guaranty and such waivers, MPF Agent and Lenders would decline to enter into the Purchase Loan Agreement.

Guaranty of Guaranteed Obligations of Borrower. Each Guarantor ------------------------------------------------- hereby jointly and severally unconditionally guarantees to MPFAgent and Lenders, and their respective successors, endorsees, transferees and assigns, the prompt payment within 30 days of Guarantor's receipt of a Guaranty Drawdown Notice(whether at stated maturity, of an amount that is equal to the lesser of (aby acceleration or otherwise) one-third and performance of the difference between the Put Price and the DR Sale Proceeds and Obligations of Borrowers (b) $200,000 (such guarantee obligations, hereinafter the "Guaranteed Obligations"). Guarantor agrees Guarantors agree that this Guaranty is a guaranty of payment and performance and not of collection, and that his their obligations under this Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by: (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in this Guaranty, any other Loan Document or any other Series A Documentsagreement, document or instrument to which any Credit Party and/or Guarantors are or may become a party; (b) the absence of any action to enforce this Guaranty or any other Series A Loan Document or the waiver or consent by MPF Agent and/or Lenders with respect to any of the provisions thereof; (c) the insolvency existence, value or condition of, or failure to perfect its Lien against, any Collateral for the Guaranteed Obligations or any action, or the absence of Sutterany action, by Agent in respect thereof (including, without limitation, the release of any such security); or (d) the insolvency of any Credit Party; or (e) any other action or circumstances xxxxx which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being agreed by each Guarantor that his its obligations under this Guaranty shall not be discharged until the earlier of: the redemption, conversion or sale of all of the SharesTermination Date. Each Guarantor shall be regarded, and shall be in the same position, as Sutter principal debtor with respect to the Guaranteed Obligations. Each Guarantor agxxxx xhat agrees that any notice or directive given at any time to MPF Agent which is inconsistent with the waiver in the immediately preceding sentence shall be null and void and may be ignored by MPFAgent and Lenders, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Guaranty, unless MPF has Agent and Lenders have specifically agreed otherwise in writing. It is agreed among Guarantor each Guarantor, Agent and MPF Lenders that the foregoing waivers are of the essence of the transaction contemplated by the Series A Loan Documents and that, but for this Guaranty and such waivers, MPF Agent and Lenders would decline to enter into the Purchase Credit Agreement.

Guaranty of Guaranteed Obligations of Borrower. Subject to Section 9 hereof, Guarantor hereby unconditionally guarantees to MPFAgent and Lenders, and their respective successors, endorsees, transferees and assigns, the prompt payment within 30 days of Guarantor's receipt of a Guaranty Drawdown Notice(whether at stated maturity, of an amount that is equal to the lesser of (aby acceleration or otherwise) one-third and performance of the difference between Obligations of Borrower under the Put Price Loan Agreement and the DR Sale Proceeds and other Loan Documents (b) $200,000 (such guarantee obligations, hereinafter the "“Guaranteed Obligations"”). Guarantor agrees that this Guaranty is a guaranty of payment and performance and not of collection, and that his Guarantor’s obligations under this Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by: (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in this Guaranty, any other Loan Document or any other Series A Documentsagreement, document or instrument to which Borrower and/or Guarantor are or may become a party; (b) the absence of any action to enforce this Guaranty or any other Series A Loan Document or the waiver or consent by MPF Agent and/or Lenders with respect to any of the provisions thereof; (c) the existence, value or condition of, or failure to perfect its Lien against, any Collateral for the Guaranteed Obligations or any action, or the absence of any action, by Agent in respect thereof (including, without limitation, the release of any such security); (d) the insolvency of SutterBorrower; or (de) any other action or circumstances xxxxx which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being agreed by Guarantor that his its obligations under this Guaranty shall not be discharged until the earlier of: the redemption, conversion or sale of all of the SharesTermination Date. Guarantor shall be regarded, and shall be in the same position, as Sutter principal debtor with respect to the Guaranteed Obligations. Guarantor agxxxx xhat agrees that any notice or directive given at any time to MPF Agent which is inconsistent with the waiver in the immediately preceding sentence shall be null and void and may be ignored by MPFthe Lending Parties, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Guaranty, unless MPF has the Lending Parties have specifically agreed otherwise in writing. It is agreed among Guarantor and MPF the Lending Parties that the foregoing waivers are of the essence of the transaction contemplated by the Series A Loan Documents and that, but for this Guaranty and such waivers, MPF the Lending Parties would decline to enter into the Purchase Loan Agreement.

Guaranty of Guaranteed Obligations of Borrower. Guarantor hereby unconditionally guarantees to MPFAgent and Lenders, and their respective successors, endorsees, transferees and assigns, the prompt payment within 30 days of Guarantor's receipt of a Guaranty Drawdown Notice(whether at stated maturity, of an amount that is equal to the lesser of (aby acceleration or otherwise) one-third and performance of the difference between Secured Obligations of Borrower (hereinafter the Put Price and the DR Sale Proceeds and (b) $200,000 (such guarantee obligations, the "“Guaranteed Obligations"”). Guarantor agrees that this Guaranty is a guaranty of payment and performance and not of collection, and that his its obligations under this Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by: (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in this Guaranty, any other Loan Document or any other Series A Documentsagreement, document or instrument to which any Guarantor and/or any other Credit Party is or may become a party; (b) the absence of any action to enforce this Guaranty or any other Series A Loan Document or the waiver or consent by MPF Agent and/or Lenders with respect to any of the provisions thereof; (c) the insolvency existence, value or condition of, or failure to perfect any Lien (as such term is defined in the Pledge and Security Agreement) of SutterAgent against, any Collateral (as such term is defined in the Pledge and Security Agreement) for the Guaranteed Obligations or any action, or the absence of any action, by Agent in respect thereof (including, without limitation, the release of any such security); or (d) the insolvency of any Credit Party; or (e) any other action or circumstances xxxxx which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being agreed by Guarantor that his its obligations under this Guaranty shall not be discharged until the earlier of: Guaranteed Obligations are discharged in full (the redemption, conversion or sale of all of the Shares“Termination Date”). Guarantor shall be regarded, and shall be in the same position, as Sutter principal debtor with respect to the Guaranteed Obligations. Guarantor agxxxx xhat agrees that any notice or directive given at any time to MPF Agent which is inconsistent with the waiver in the immediately preceding sentence shall be null and void and may be ignored by MPFAgent and Lenders, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Guaranty, unless MPF Agent has specifically agreed otherwise in writing. It is agreed among Guarantor Guarantor, Agent and MPF Lenders that the foregoing waivers are of the essence of the transaction contemplated by the Series A Loan Documents and that, but for this Guaranty and such waivers, MPF Agent and Lenders would decline to enter into the Securities Purchase Agreement.

Guaranty of Guaranteed Obligations of Borrower. Each Guarantor hereby jointly and severally unconditionally guarantees to MPFLender and its respective successors, endorsees, transferees and assigns, the prompt payment within 30 days of Guarantor's receipt of a Guaranty Drawdown Notice(whether at stated maturity, of an amount that is equal to the lesser of (aby acceleration or otherwise) one-third and performance of the difference between Obligations of Borrower (hereinafter the Put Price and the DR Sale Proceeds and (b) $200,000 (such guarantee obligations, the "“Guaranteed Obligations"”). Guarantor agrees Guarantors agree that this Guaranty is a guaranty of payment and performance and not of collection, and that his their obligations under this Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by: (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in this Guaranty, any other Loan Document or any other Series A Documentsagreement, document or instrument to which any Credit Party and/or Guarantors are or may become a party; (b) the absence of any action to enforce this Guaranty or any other Series A Loan Document or the waiver or consent by MPF Lender with respect to any of the provisions thereof; (c) the existence, value or condition of, or failure to perfect its Lien against, any Collateral for the Guaranteed Obligations or any action, or the absence of any action, by Lender in respect thereof (including, without limitation, the release of any such security); (d) the insolvency of Sutterany Credit Party or Guarantor; or (de) any other action or circumstances xxxxx which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, ; it being agreed by each Guarantor that his its obligations under this Guaranty shall not be discharged until the earlier of: the redemption, conversion or sale of all of the SharesTermination Date. Each Guarantor shall be regarded, and shall be in the same position, as Sutter principal debtor with respect to the Guaranteed Obligations. Each Guarantor agxxxx xhat agrees that any notice or directive given at any time to MPF Lender which is inconsistent with the waiver in the immediately preceding sentence shall be null and void and may be ignored by MPFLender, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Guaranty, unless MPF Lender has specifically agreed otherwise in writing. It is agreed among each Guarantor and MPF Lender that the foregoing waivers are of the essence of the transaction contemplated by the Series A Loan Documents and that, but for this Guaranty and such waivers, MPF Lender would decline to enter into the Purchase Credit Agreement.

Guaranty of Guaranteed Obligations of Borrower. Guarantor hereby unconditionally guarantees to MPFLessor, and its successor, Affiliate and assign, the prompt payment within 30 days of Guarantor's receipt of a Guaranty Drawdown Notice, of an amount that is equal to the lesser of (a) one-third and performance of the difference between obligations of Lessee under the Put Price and the DR Sale Proceeds and Lease Agreement (b) $200,000 (such guarantee obligations, hereinafter the "Guaranteed ObligationsGUARANTEED OBLIGATIONS"). Guarantor agrees that this Guaranty is a guaranty of payment and performance and not of collection, and that his their obligations under this Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by: (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in this Guaranty, Guaranty or any other Series A DocumentsLease Document; (b) the absence of any action to enforce this Guaranty or any other Series A Lease Document or the waiver or consent by MPF Lessor with respect to any of the provisions thereof; (c) the existence, value or condition of, or failure to perfect its Lien against, any System for the Guaranteed Obligations or any action, or the absence of any action, by Lessor in respect thereof (including, without limitation, the release of any such security); (d) the insolvency of SutterLessee or any Affiliate thereof; or (de) any other action or circumstances xxxxx which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being agreed by Guarantor that his its obligations under this Guaranty shall not be discharged until the earlier of: the redemption, conversion or sale of all expiration of the SharesTerm (the "TERMINATION DATE"). Guarantor shall be regarded, and shall be in the same position, as Sutter principal lessee with respect to the Guaranteed Obligations. Guarantor agxxxx xhat agrees that any notice or directive given at any time to MPF Lessor which is inconsistent with the waiver in the immediately preceding sentence shall be null and void and may be ignored by MPFLessor, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Guaranty, unless MPF Lessor has specifically agreed otherwise in writing. It is agreed among between Guarantor and MPF Lessor that the foregoing waivers are of the essence of the transaction contemplated by the Series A Lease Documents and that, but for this Guaranty and such waivers, MPF Lessor would decline to enter into the Purchase Lease Agreement.

Guaranty of Guaranteed Obligations of Borrower. Each Guarantor hereby unconditionally guarantees to MPFLender, and its successors, endorsees, transferees and assigns, the prompt payment within 30 days (whether at stated maturity, by acceleration or otherwise) and performance of Guarantor's receipt of a Guaranty Drawdown Notice, of an amount that his Pro Rate Percentage (as such term is equal to the lesser of (ahereinafter defined) one-third of the difference between the Put Price and the DR Sale Proceeds and Obligations of Borrower (b) $200,000 (such guarantee obligations, hereinafter the "Guaranteed Obligations"). Guarantor agrees Guarantors agree that this Guaranty is a guaranty of payment and performance and not of collection, and that his their obligations under this Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by: (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in this Guaranty, any other Loan Document or any other Series A Documentsagreement, document or instrument to which any Credit Party is or may become a party; (b) the absence of any action to enforce this Guaranty or any other Series A Loan Document or the waiver or consent by MPF the Lender with respect to any of the provisions thereof; (c) the insolvency existence, value or condition of, or failure of SutterLender to perfect its Lien against, any Collateral for the Guaranteed Obligations or any action, or the absence of any action, by Lender in respect thereof (including, without limitation, the release of any such security); or (d) the insolvency of any Credit Party; or (e) any other action or circumstances xxxxx which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being agreed by each Guarantor that his its obligations under this Guaranty shall not be discharged until the earlier of: the redemption, conversion or sale of all payment and performance in full of the SharesGuaranteed Obligations (the "Termination Date"). Each Guarantor shall be regarded, and shall be in the same position, as Sutter principal debtor with respect to the Guaranteed Obligations. Each Guarantor agxxxx xhat agrees that any notice or directive given at any time to MPF the Lender which is inconsistent with the waiver in the immediately preceding sentence shall be null and void and may be ignored by MPFthe Lender, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Guaranty, unless MPF the Lender has specifically agreed otherwise in writing. It is agreed among each Guarantor and MPF the Lender that the foregoing waivers are of the essence of to the transaction contemplated by the Series A Loan Documents and that, but for this Guaranty and such waivers, MPF the Lender would decline to enter into make the Purchase AgreementLoan. Notwithstanding anything to the contrary contained in this Guaranty, the extent of each Guarantor's guaranty hereunder shall be limited to such Guarantor's Pro Rata Percentage of the Obligations. For purposes of this Guaranty, the Pro Rata Percentage of Xxxxx Xxxx shall be ____% and the Pro Rata Percentage of Xxxxxxxxx X. Xxxxxx shall be ___%. Notwithstanding anything to the contrary contained in this Guaranty, in no event shall the Guarantors be required to make any payments pursuant to this Guaranty prior to January 3, 2000. Guarantors hereby, jointly and severally, irrevocably and unconditionally waive any defense or right they may have against Lender that relates to or arises out of or in connection with the passage of time in Lender's enforcement of this Guaranty pursuant to Lender's compliance with the foregoing provision.

Guaranty of Guaranteed Obligations of Borrower. Each Guarantor hereby hereby, jointly and severally, unconditionally guarantees to MPFLender, and its successors, endorsees, transferees and assigns, the prompt payment within 30 days of Guarantor's receipt of a Guaranty Drawdown Notice(whether at stated maturity, of an amount that is equal to the lesser of (aby acceleration or otherwise) one-third and performance of the difference between Obligations of Borrowers (hereinafter the Put Price and the DR Sale Proceeds and (b) $200,000 (such guarantee obligations, the "“Guaranteed Obligations"”). Guarantor agrees Guarantors agree that this Guaranty is a guaranty of payment and performance and not of collection, and that his their obligations under this Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by: (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in this Guaranty, any of the Loan Documents or any other Series A Documentsagreement, document or instrument to which any Credit Party and/or Guarantors are or may become a party; (b) the absence of any action to enforce this Guaranty or any other Series A Document of the Loan Documents or the waiver or consent by MPF Lender with respect to any of the provisions thereof; (c) the existence, value or condition of, or failure to perfect its Lien against, any Collateral for the Guaranteed Obligations or any action, or the absence of any action, by Lender in respect thereof (including, without limitation, the release of any such security); (d) the insolvency of Sutterany of the Credit Parties; or (de) any other action or circumstances xxxxx which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being agreed by each Guarantor that his its obligations under this Guaranty shall not be discharged until the earlier of: the redemption, conversion or sale of all of the SharesTermination Date. Each Guarantor shall be regarded, and shall be in the same position, as Sutter principal debtor with respect to the Guaranteed Obligations. Each Guarantor agxxxx xhat agrees that any notice or directive given at any time to MPF Lender which is inconsistent with the waiver in the immediately preceding sentence shall be null and void and may be ignored by MPFLender, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Guaranty, unless MPF Lender has specifically agreed otherwise in writing. It is agreed among each Guarantor and MPF Lender that the foregoing waivers are of the essence of the transaction contemplated by the Series A Loan Documents and that, but for this Guaranty and such waivers, MPF Lender would decline to enter into the Purchase Loan Agreement.

Guaranty of Guaranteed Obligations of Borrower. The Guarantor hereby unconditionally guarantees to MPFAgent and Lenders, and their respective successors, endorsees, transferees and assigns, the prompt payment within 30 days of Guarantor's receipt of a Guaranty Drawdown Notice(whether at stated maturity, of an amount that is equal to the lesser of (aby acceleration or otherwise) one-third and performance of the difference between Obligations of Borrowers (hereinafter the Put Price and the DR Sale Proceeds and (b) $200,000 (such guarantee obligations, the "“Guaranteed Obligations"”). Guarantor agrees that this Guaranty is a guaranty of payment and performance and not of collection, and that his its obligations under this Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by: (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in this Guaranty, the Credit Agreement or any other Series A DocumentsLoan Document or any other agreement, document or instrument to which any obligor for the Guaranteed Obligations is or may become a party; (b) the absence of any action to enforce this Guaranty Guaranty, the Credit Agreement or any other Series A Loan Document or the waiver or consent by MPF Agent and/or Lenders with respect to any of the provisions thereof; (c) the insolvency existence, value or condition of, or failure to perfect its Liens against, any Collateral for the Guaranteed Obligations or any action, or the absence of Sutterany action, by Agent in respect thereof (including, without limitation, the release of any such security); or (d) the insolvency of the Borrowers or any other obligor for the Guaranteed Obligations; or (e) any other action or circumstances xxxxx which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being agreed by the Guarantor that his its obligations under this Guaranty shall not be discharged until all Commitments under the earlier of: Credit Agreement to lend have been terminated and all Obligations have been indefeasibly paid in full in cash. Upon the redemptionoccurrence and during the continuance of an Event of Default, conversion or sale of all of the Shares. Guarantor shall be regarded, and shall be in the same position, as Sutter principal debtor with respect to the Guaranteed Obligations. The Guarantor agxxxx xhat agrees that any notice or directive given at any time to MPF Agent which is inconsistent with the waiver in the immediately preceding sentence shall be null and void and may be ignored by MPFthe Agent and the Lenders, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Guaranty, unless MPF has the Agent and the Lenders have specifically agreed otherwise in writing. It is agreed among Guarantor the Guarantor, the Agent and MPF the Lenders that the foregoing waivers are of the essence of the transaction contemplated by the Series A Credit Agreement and the other Loan Documents and that, but for this Guaranty and such waivers, MPF Agent and Lenders would decline to enter into the Purchase AgreementCredit Agreement and the other Loan Documents.

Guaranty of Guaranteed Obligations of Borrower. Each Corporate Guarantor hereby absolutely, unconditionally and irrevocably guarantees to MPFAdministrative Agent for the ratable benefit of the Lenders and Issuing Banks and their respective successors, endorsees, transferees and assigns, the prompt payment within 30 days of Guarantor's receipt of a Guaranty Drawdown Notice(whether at stated maturity, of an amount that is equal to the lesser of (aby acceleration or otherwise) one-third and performance of the difference between the Put Price and the DR Sale Proceeds and (b) $200,000 (such guarantee obligations, the "Guaranteed Obligations"). Each Corporate Guarantor agrees that this Guaranty is a guaranty of payment and performance and not of collection, and that his its obligations under this Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by: (aA) the genuineness, validity, regularity, enforceability or any future amendment of, or change in in, this Guaranty, any other Loan Document or any other Series A Documentsagreement, document or instrument to which any Loan Party and/or any Corporate Guarantor is or may become a party; (bB) the absence of any action to enforce this Guaranty or any other Series A Loan Document or the waiver or consent by MPF Administrative Agent, Lenders or Issuing Banks with respect to any of the provisions thereof; (cC) the existence, value or condition of, or failure to perfect Administrative Agent's Lien against, any Collateral for the Obligations or any action, or the absence of any action, by Agent in respect thereof (including, without limitation, the release of any such security); (D) the insolvency of Sutterany Loan Party; or (dE) any other action or circumstances xxxxx which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantorby any Corporate Guarantor, it being agreed by each Corporate Guarantor that his its obligations under this Guaranty shall not be discharged until the earlier of: the redemption, conversion or sale of all of the SharesTermination Date. Each Corporate Guarantor shall be regarded, and shall be in the same position, as Sutter principal debtor with respect to the Guaranteed Obligations. Each Corporate Guarantor agxxxx xhat agrees that any notice or directive given at any time to MPF Administrative Agent which is inconsistent with the waiver in the immediately preceding sentence shall be null and void and may be ignored by MPFAdministrative Agent, Lenders and Issuing Banks, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Guaranty, unless MPF has Administrative Agent, Lenders and Issuing Banks have specifically agreed otherwise in writing. It is agreed among Guarantor each Corporate Guarantor, Administrative Agent, Lenders and MPF Issuing Banks that the foregoing waivers are of the essence of the transaction contemplated by the Series A Loan Documents and that, but for this Guaranty and such waivers, MPF Administrative Agent, Lenders and Issuing Banks would decline to enter into the Purchase this Agreement.

Guaranty of Guaranteed Obligations of Borrower. Guarantor hereby unconditionally guarantees to MPFAgent and Lenders, and their respective successors, endorsees, transferees and assigns, to but not including the Release Date (as defined below), the prompt payment within 30 days of Guarantor's receipt of a Guaranty Drawdown Notice(whether at stated maturity, of an amount that is equal to the lesser of (aby acceleration or otherwise) one-third and performance of the difference between Obligations of Borrower (hereinafter the Put Price and the DR Sale Proceeds and (b) $200,000 (such guarantee obligations, the "“Guaranteed Obligations"”). Guarantor agrees that this Guaranty is a guaranty of payment and performance and not of collection, and that his its obligations under this Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by: (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in this Guaranty, any other Loan Document or any other Series A Documentsagreement, document or instrument to which any Credit Party and/or Guarantor is or may become a party; (b) the absence of any action to enforce this Guaranty or any other Series A Loan Document or the waiver or consent by MPF Agent and/or Lenders with respect to any of the provisions thereof; (c) the insolvency existence, value or condition of, or failure to perfect Agent’s Lien against, any Collateral for the Guaranteed Obligations or any action, or the absence of Sutterany action, by Agent in respect thereof (including, without limitation, the release of any such security); or (d) the insolvency of any Credit Party; or (e) any other action or circumstances xxxxx which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being agreed by Guarantor that his its obligations under this Guaranty shall not be discharged until the earlier of: of Termination Date and the redemption, conversion or sale of all of the SharesRelease Date. Guarantor shall be regarded, and shall be in the same position, as Sutter principal debtor with respect to the Guaranteed Obligations. Guarantor agxxxx xhat agrees that any notice or directive given at any time to MPF Agent which is inconsistent with the waiver in the immediately preceding sentence shall be null and void and may be ignored by MPFAgent and Lenders, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Guaranty, unless MPF has Agent and Lenders have specifically agreed otherwise in writing. It is agreed among Guarantor Guarantor, Agent and MPF Lenders that the foregoing waivers are of the essence of the transaction contemplated by the Series A Loan Documents and that, but for this Guaranty and such waivers, MPF Agent and Lenders would decline to enter into the Purchase Credit Agreement.