Common use of Guaranty of Payment and Performance of Obligations Clause in Contracts

Guaranty of Payment and Performance of Obligations. In consideration of the Bank's extending credit or otherwise in its discretion giving accommodations to the Borrowers, the Guarantor hereby unconditionally guarantees to the B& that the Borrowers will duly and punctually pay or perform, at the place specified therefor, or if no place is specified, at the Bank's Principal Office, (i) all indebtedness, obligations and liabilities of the Borrowers to the Bank, individually or collectively, under the Term Loan Agreement or any of the other Loan Documents or in respect of any of the Term Loans or the Term Loan Note or other instruments at any time evidencing any thereof, whether existing on the date of the Term Loan Agreement or arising or incurred thereafter, direct or indirect, secured or unsecured, joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, arising by contract, operation of law or otherwise; and (ii) without limitation of the foregoing, all reasonable fees, costs and expenses incurred by the Bank in attempting to collect or enforce any of the foregoing, accrued in each case to the date of payment hereunder (collectively the "Obligations" and individually an "Obligation"). This Guaranty is an absolute, unconditional and continuing guaranty of thefull and punctual payment and performance by the Borrowers of the Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Bank first attempt to collect any of the Obligations from the Borrowers or resort to any security or other means of obtaining payment of any of the Obligations which the Bank now has or may acquire after the date hereof or upon any other contingency whatsoever: Upon any Event of Default which is continuing by the Borrowers in the full and punctual payment and performance of the Obligations, the liabilities and obligations of the Guarantor hereunder shall, at the option of the Bank, become forthwith due and payable to the Bank without demand or notice of any nature, all of which are expressly waived by the Guarantor, except for notices required to be given to the Borrowers, under the Loan Documents. Payments by the Guarantor hereunder may be required by the Bank on any number-of occasions.

Guaranty of Payment and Performance of Obligations. In consideration For value received and hereby acknowledged and as an inducement to (hereinafter referred to as the "Lessor") to: (a) enter into that certain lease transaction with ____________, (hereinafter referred to as the "Lessee"), relating to the personal care home to be known as "_________________________", located in _____________________________ (hereinafter referred to as the "Facility"), pursuant to the Facility Lease Agreement of even date herewith by and between the Lessor and the Lessee (hereinafter referred to as the "Lease"), and (b) enter into or accept the other Lease Documents (as defined in the Lease) and make future loans, advances and extensions of credit to, for the account of or on behalf of the Bank's extending credit or otherwise in its discretion giving accommodations to the BorrowersLessee, the Guarantor undersigned, BALANCED CARE CORPORATION, a Delaware corporation, having its principal place of business at 5021 ▇▇▇▇▇▇ ▇▇▇▇▇, Suite 200, Mechanicsburg, Pennsylvania 17055 (the "Guarantor"), being the sole shareholder of the Lessee and, as such, deriving a substantial benefit from the consummation of the transaction evidenced by the Lease Documents, hereby unconditionally guarantees to the B& that Lessor the Borrowers will duly full payment and punctually pay or perform, at the place specified therefor, or if no place is specified, at the Bank's Principal Office, (i) all indebtedness, obligations and liabilities performance of the Borrowers to Lease Obligations (as defined in the Bank, individually or collectively, under the Term Loan Agreement or any of the other Loan Documents or in respect of any of the Term Loans or the Term Loan Note or other instruments at any time evidencing any thereof, whether existing on the date of the Term Loan Agreement or arising or incurred thereafter, direct or indirect, secured or unsecured, joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, arising by contract, operation of law or otherwise; and (ii) without limitation of the foregoing, all reasonable fees, costs and expenses incurred by the Bank in attempting to collect or enforce any of the foregoing, accrued in each case to the date of payment hereunder (collectively the "Obligations" and individually an "Obligation"Lease). This Guaranty is an absolute, unconditional and continuing guaranty of thefull the full and punctual payment and performance by the Borrowers of the Lease Obligations and not merely of their collectibility only and is in no way conditioned upon any requirement that the Bank Lessor first collect or attempt to collect the Lease Obligations or any portion thereof from the Lessee or from any endorser, surety or other guarantor of any of the Obligations from the Borrowers same or resort to any security or other means of obtaining payment of any of the Lease Obligations which that the Bank Lessor now has or may acquire after the date hereof hereof, or upon any other contingency whatsoever: . Upon any Event of Lease Default which is continuing by the Borrowers (as defined in the full and punctual payment and performance of the ObligationsLease), the Lease Obligations and all liabilities and obligations of the Guarantor to the Lessor, hereunder or otherwise, shall, at the option of the BankLessor, become forthwith immediately due and payable to the Bank Lessor without further demand or notice of any nature, all of which are expressly waived by the Guarantor, except for notices required to be given to the Borrowers, under the Loan Documents. Payments by the Guarantor hereunder may be required by the Bank Lessor on any number-number of occasions. This Guaranty shall continue in full force and effect until the complete payment and performance of all of the Lease Obligations. All payments hereunder received by the Lessor shall be applied by the Lessor, without any marshalling of assets, towards the payment and/or performance of the Lease Obligations and any other indebtedness of the Guarantor hereunder in such order as the Lessor, in its sole and absolute discretion, may determine.

Guaranty of Payment and Performance of Obligations. In consideration of the Bank's extending credit or otherwise in its discretion giving time, financial or banking facilities or accommodations to Dover Saddlery, Inc., a Massachusetts corporation (the Borrowers"Borrower"), an affiliate of the undersigned Smith Brothers, Inc., a corporation organized and existing under the ▇▇▇▇ of the State of Texas (the "Guarantor"), the Guarantor hereby unconditionally guarantees to the B& Bank that the Borrowers Borrower will duly and punctually pay or perform, at the place specified therefor, or if no place is specified, at the Bank's Principal Officehead office at 100 Federal Street, Boston, Massachusetts 02110, (i) all indebtedness, obligations and liabilities of the Borrowers to the Bank, individually or collectively, under the Term Loan Agreement or any of the other Loan Documents or in respect of any of the Term Loans or the Term Loan Note or other instruments at any time evidencing any thereof, whether existing on the date of the Term Loan Agreement or arising or incurred thereafter, direct or indirect, secured or unsecured, joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, arising by contract, operation of law or otherwiseObligations ▇▇▇▇▇ (▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇) ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (ii) without limitation of the foregoing, all reasonable fees, costs and expenses incurred by the Bank in attempting to collect or enforce any of the foregoing, accrued in each case to the date of payment hereunder (collectively the "Obligations" and individually an "Obligation"). This Guaranty is an absolute, unconditional and continuing guaranty of thefull the full and punctual payment and performance by the Borrowers Borrower of the Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Bank first attempt to collect any of the Obligations from the Borrowers Borrower or resort to any security or other means of obtaining payment of any of the Obligations which the Bank now has or may acquire after the date hereof or upon any other contingency whatsoever: . Upon any Event of Default which is continuing default by the Borrowers Borrower in the full and punctual payment and performance of the Obligations, the liabilities and obligations of the Guarantor hereunder shall, at the option of the Bank, become forthwith due and payable to the Bank without demand or notice of any nature, all of which are expressly waived by the Guarantor, except for notices required to be given to the Borrowers, under the Loan Documents. Payments by the Guarantor hereunder may be required by the Bank on any number-number of occasions.

Guaranty of Payment and Performance of Obligations. In consideration of the Bank's Lender extending credit or otherwise in its discretion giving making financial facilities or accommodations to Palomar Medical Technologies, Inc., a Delaware corporation having a mailing address of ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the Borrowers“Borrower”), the Guarantor undersigned Palomar Medical Products, Inc. , a Delaware corporation with an address at ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the “Guarantor”), hereby unconditionally guarantees to the B& Lender that the Borrowers Borrower will duly and punctually pay or perform, at the place specified therefor, or if no place is specified, at the Bank's Principal OfficeLender’s head office, (i) all indebtedness, obligations and liabilities of the Borrowers obligations to be paid or performed by the Borrower to the Bank, individually or collectively, Lender under the Term Revolving Note of even date executed by the Borrower and the Guarantor in the original principal amount of $30,000,000.0 (together with any extensions, modifications, renewals, restatements and substitutions thereof the "Note"), (ii) all of the obligations to be paid or performed by the Borrower pursuant to a certain Loan Agreement or any (as may be amended, the “Loan Agreement”) of even date between the Lender, the Guarantor and the Borrower, and all other loan documents executed in connection therewith (the “Loan Documents or in respect of any of the Term Loans or the Term Loan Note or other instruments at any time evidencing any thereofDocuments”), whether existing on the date of the Term Loan Agreement or arising or incurred thereafter, direct or indirect, secured or unsecured, joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, arising by contract, operation of law or otherwise; and (iiiii) without limitation of the foregoing, all reasonable fees, costs and expenses incurred by the Bank Lender in attempting to collect or enforce any of the foregoing, accrued in each case to the date of payment hereunder (collectively the "“Obligations" ” and individually an "“Obligation"”). This Guaranty is an absolute, unconditional and continuing guaranty of thefull the full and punctual payment and performance by the Borrowers Borrower of the Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Bank Lender first attempt to collect any of the Obligations from the Borrowers Borrower or resort to any security or other means of obtaining payment of any of the Obligations which the Bank Lender now has or may acquire after the date hereof or upon any other contingency whatsoever: . Upon any Event of Default which is continuing (as defined in the Loan Documents) not cured within applicable grace and cure periods, if any, by the Borrowers Borrower in the full and punctual payment and performance of the Obligations, the liabilities and obligations of the Guarantor hereunder shall, at the option of the BankLender, become forthwith due and payable to the Bank Lender without demand or notice of any nature, all of which are expressly waived by the Guarantor, except for notices required to be given to the Borrowers, under the Loan Documents. Payments by the Guarantor hereunder may be required by the Bank Lender on any number-number of occasions.

Guaranty of Payment and Performance of Obligations. In consideration of the Bank's extending extensions or continuations of credit or otherwise in its discretion giving accommodations other financial facilities or accommodations, including specifically, but not limited to, the Obligations under a certain Loan Agreement of even date herewith between the Lender and the Borrower, by and between, the MASSACHUSETTS DEVELOPMENT FINANCE AGENCY, a body corporate and politic created under and acting pursuant to the Borrowersauthority derived from Chapter 23G of the Massachusetts General Laws, as amended, and having a principal place of business at 1▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the Guarantor “Lender”) to ADVANCED MICROSENSORS CORPORATION, a New York corporation with a principal place of business at 3▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the “Borrower”), PLURES TECHNOLOGIES, INC., a Delaware corporation with its principal place of business at 4▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ (the “Guarantor”) hereby unconditionally guarantees to the B& that Lender that: (a) the Borrowers Borrower will duly and punctually pay or and perform, at the place specified therefor, or if no place is specified, at the Bank's Principal OfficeLender’s office in Boston, (i) Massachusetts, all indebtedness, obligations obligations, undertakings and liabilities of the Borrowers to the Bank, individually or collectively, under the Term Loan Agreement or any of the other Loan Documents or in respect of any of the Term Loans or the Term Loan Note or other instruments at any time evidencing any thereof, whether existing on the date of the Term Loan Agreement or arising or incurred thereafterliabilities, direct or indirect, secured matured or unsecuredunmatured, primary or secondary, certain or contingent, joint or several, absolute of the Borrower to the Lender now or contingent, matured hereafter owing or unmatured, liquidated or unliquidated, arising by contract, operation of law or otherwise; and incurred (ii) including without limitation of the foregoingcosts, all reasonable fees, costs expenses and expenses attorneys’ fees incurred by the Bank Lender in attempting to collect or enforce any of the foregoing) which are chargeable to the Borrower either by law or under the terms of the Lender’s arrangements with the Borrower, accrued in each case to the date of payment hereunder (collectively the "“Obligations" ” and individually an "“Obligation"”); and (b) if there is an agreement evidencing or executed and delivered in connection with any Obligation, the Borrower will perform in all other respects strictly in accordance with the terms thereof. This Guaranty is an absolute, unconditional and continuing guaranty of thefull the full and punctual payment and performance by the Borrowers Borrower of the Obligations and not of their collectibility collectability only and is in no way conditioned upon any requirement that the Bank Lender first attempt to collect any of the Obligations from the Borrowers Borrower or resort to any security or other means of obtaining payment of any of the Obligations which the Bank Lender now has or may acquire after the date hereof hereof, or upon any other contingency whatsoever: . Upon any Event of Default which is continuing default by the Borrowers Borrower in the full and punctual payment and performance of the Obligations, the liabilities and obligations of the Guarantor hereunder shall, shall at the option of the BankLender, become forthwith due and payable to the Bank Lender without demand or notice of any nature, all of which are expressly waived by the Guarantor, except for notices required to be given to the Borrowers, under the Loan Documents. Payments by the Guarantor hereunder may be required by the Bank Lender on any number-number of occasions.

Guaranty of Payment and Performance of Obligations. In consideration of the Bank's Lender extending credit or otherwise in its discretion giving making financial facilities or accommodations to P▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and BOY A.▇. ▇▇▇ ▇▇▇▇, AS TRUSTEES OF THE CHARTERHOUSE OF CAMBRIDGE TRUST, under Declaration of Trust dated December 27, 1963 and recorded in the BorrowersMiddlesex (South) Registry of Deeds in Book 11160, Page 340, as amended by Amendment of Declaration of Trust dated July 8, 1966 and recorded in said Registry in Book 11160, Page 359 and SONESTA OF MASSACHUSETTS, INCORPORATED, a Massachusetts corporation, both having an address c/o Sonesta International Hotels Corporation, 1▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (jointly and severally, the Guarantor “Borrower”), the undersigned SONESTA INTERNATIONAL HOTELS CORPORATION, a New York corporation having a mailing address of 1▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the “Guarantor”), subject to the provisions of Section 20 below, hereby unconditionally guarantees to the B& Lender that the Borrowers Borrower will duly and punctually pay or perform, at the place specified therefor, or if no place is specified, at the Bank's Principal OfficeLender’s head office, (i) all indebtedness, obligations and liabilities of the Borrowers obligations to be paid or performed by the Borrower to the Bank, individually or collectively, Lender under the Term Promissory Note dated February 12, 2010, as amended executed by the Borrower in the original principal amount of $32,000,000.00 (together with any extensions, modifications, renewals, restatements and substitutions thereof the "Note"), (ii) all of the obligations to be paid or performed by the Borrower pursuant to a certain Loan Agreement or (as may be amended, the “Loan Agreement”) dated February 12, 2010 between the Lender and the Borrower, any of Hedging Contracts, and all other loan documents executed in connection therewith (the other “Loan Documents or in respect of any of the Term Loans or the Term Loan Note or other instruments at any time evidencing any thereofDocuments”), whether existing on the date of the Term Loan Agreement or arising or incurred thereafter, direct or indirect, secured or unsecured, joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, arising by contract, operation of law or otherwise; and (iiiii) without limitation of the foregoing, all reasonable fees, costs and expenses incurred by the Bank Lender in attempting to collect or enforce any of the foregoing, accrued in each case to the date of payment hereunder (collectively the "“Obligations" ” and individually an "“Obligation"”). This Guaranty is an absolute, unconditional and continuing guaranty of thefull the full and punctual payment and performance by the Borrowers Borrower of the Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Bank Lender first attempt to collect any of the Obligations from the Borrowers Borrower or resort to any security or other means of obtaining payment of any of the Obligations which the Bank Lender now has or may acquire after the date hereof or upon any other contingency whatsoever: . Upon any Event of Default which is continuing (as defined in the Loan Documents) not cured within applicable cure periods, if any, by the Borrowers Borrower in the full and punctual payment and performance of the Obligations, the liabilities and obligations of the Guarantor hereunder shall, at the option of the BankLender, become forthwith due and payable to the Bank Lender without demand or notice of any nature, all of which are expressly waived by the Guarantor, except for notices required to be given to the Borrowers, under the Loan Documents. Payments by the Guarantor hereunder may be required by the Bank Lender on any number-number of occasions.

Guaranty of Payment and Performance of Obligations. In consideration For value received and hereby acknowledged and as an inducement to MEDITRUST ACQUISITION CORPORATION II, a Delaware corporation, having its principal office at 197 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (▇▇reinafter referred to as the "Lessor") to: (a) enter into that certain lease transaction with a Delaware corporation, having its principal place of business at 5021 ▇▇▇▇▇▇ ▇▇▇▇▇, Suite 200, Mechanicsburg, Pennsylvania 17055 (hereinafter referred to as the "Lessee"), relating to the personal care home to be known as " ", located in , (hereinafter referred to as the "Facility"), pursuant to the Facility Lease Agreement of even date herewith by and between the Lessor and the Lessee (hereinafter referred to as the "Lease"), and (b) enter into or accept the other Lease Documents (as defined in the Lease) and make future loans, advances and extensions of credit to, for the account of or on behalf of the Bank's extending credit or otherwise in its discretion giving accommodations to the BorrowersLessee, the Guarantor undersigned, BCC DEVELOPMENT AND MANAGEMENT CO., a Delaware corporation and an Affiliate (as defined in the Lease) of the Lessee, having its principal place of business at 5021 ▇▇▇▇▇▇ ▇▇▇▇▇, Suite 200, Mechanicsburg, Pennsylvania 17055 (the "Guarantor"), having entered into a Development Agreement of even date herewith with the Lessee regarding the development of the Leased Property and the construction of the Facility and, accordingly, deriving a substantial benefit from the consummation of the transaction evidenced by the Lease Documents, hereby unconditionally guarantees to the B& that Lessor the Borrowers will duly full payment and punctually pay or perform, at the place specified therefor, or if no place is specified, at the Bank's Principal Office, (i) all indebtedness, obligations and liabilities performance of the Borrowers to Lease Obligations (as defined in the Bank, individually or collectively, under the Term Loan Agreement or any of the other Loan Documents or in respect of any of the Term Loans or the Term Loan Note or other instruments at any time evidencing any thereof, whether existing on the date of the Term Loan Agreement or arising or incurred thereafter, direct or indirect, secured or unsecured, joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, arising by contract, operation of law or otherwise; and (ii) without limitation of the foregoing, all reasonable fees, costs and expenses incurred by the Bank in attempting to collect or enforce any of the foregoing, accrued in each case to the date of payment hereunder (collectively the "Obligations" and individually an "Obligation"Lease). This Guaranty is an absolute, unconditional and continuing guaranty of thefull the full and punctual payment and performance by the Borrowers of the Lease Obligations and not merely of their collectibility only and is in no way conditioned upon any requirement that the Bank Lessor first collect or attempt to collect the Lease Obligations or any portion thereof from the Lessee or from any endorser, surety or other guarantor of any of the Obligations from the Borrowers same or resort to any security or other means of obtaining payment of any of the Lease Obligations which that the Bank Lessor now has or may acquire after the date hereof hereof, or upon any other contingency whatsoever: . Upon any Event of Lease Default which is continuing by the Borrowers (as defined in the full and punctual payment and performance of the ObligationsLease), the Lease Obligations and all liabilities and obligations of the Guarantor to the Lessor, hereunder or otherwise, shall, at the option of the BankLessor, become forthwith immediately due and payable to the Bank Lessor without further demand or notice of any nature, all of which are expressly waived by the Guarantor, except for notices required to be given to the Borrowers, under the Loan Documents. Payments by the Guarantor hereunder may be required by the Bank Lessor on any number-number of occasions. This Guaranty shall continue in full force and effect until the complete payment and performance of all of the Lease Obligations. All payments hereunder received by the Lessor shall be applied by the Lessor, without any marshalling of assets, towards the payment and/or performance of the Lease Obligations and any other indebtedness of the Guarantor hereunder in such order as the Lessor, in its sole and absolute discretion, may determine.

Guaranty of Payment and Performance of Obligations. In consideration For value received and hereby acknowledged and as an inducement to MEDITRUST ACQUISITION CORPORATION II, a Delaware corporation, having its principal office at 197 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (▇▇reinafter referred to as the "Lender") to: (a) enter into that certain lease transaction with BLACK BOX OF LEWISBURG, INC., a Delaware corporation, having its principal place of business at 65 A▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, (▇ereinafter referred to as the "Guarantor") evidenced by a Facility Lease Agreement of even date by and between the Guarantor, as Lessee, and the Lender, as Lessor (the "Facility Lease") relating to certain real property located in East Buffalo Township, Union County, Pennsylvania and the improvements to be constructed thereon, including, without limitation, the personal care home to be known as Balanced Care at Lewisburg, (b) enter into a loan transaction with BLACK BOX HOLDING COMPANY, a Delaware corporation, having its principal place of business at 65 A▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (▇▇e "Borrower"), which loan transaction is evidenced, in part, by a Promissory Note of even date made by the Borrower to the order of the Bank's extending credit Lender, in the original principal amount of THREE HUNDRED SIXTY TWO THOUSAND TWO HUNDRED TWENTY-FIVE DOLLARS ($362,225.00) (the "Note"), the advances under which Note are to be used by the Borrower to make equity contributions to the Guarantor in order to enable the Guarantor to fulfill its working capital obligations, [the Note, this Guaranty, the Facility Lease and all other documents and instruments now or hereafter evidencing or securing repayment of, or otherwise pertaining to and executed and delivered in its discretion giving accommodations connection with, the lease transaction evidenced by the Facility Lease as each may be modified and amended from time to time are hereinafter collectively referred to as the "Lease Documents"] and (c) make present and future loans, advances and extensions of credit to, for the account of or on behalf of the Borrower; the Guarantor, being a wholly-owned subsidiary of the Borrower, will receive, from the Borrower as equity contributions, amounts equal to the Borrowersadvances made under the Note, and, as such, will derive a substantial benefit from the Guarantor consummation of the loan transaction evidenced by the Note, and hereby unconditionally guarantees to the B& that Lender the Borrowers will duly full payment and punctually pay or perform, at the place specified therefor, or if no place is specified, at the Bank's Principal Office, (i) all indebtedness, obligations and liabilities performance of the Borrowers to the Bank, individually or collectively, Borrower's obligations under the Term Loan Agreement or any of the other Loan Documents or in respect of any of the Term Loans or the Term Loan Note or other instruments at any time evidencing any thereof, whether existing on the date of the Term Loan Agreement or arising or incurred thereafter, direct or indirect, secured or unsecured, joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, arising by contract, operation of law or otherwise; and (ii) without limitation of the foregoing, all reasonable fees, costs and expenses incurred by the Bank in attempting to collect or enforce any of the foregoing, accrued in each case to the date of payment hereunder (collectively the "Note Obligations" and individually an "Obligation"). This Guaranty is an absolute, unconditional and continuing guaranty of thefull the full and punctual payment and performance by the Borrowers of the Note Obligations and not merely of their collectibility only collectibility, and is in no way conditioned upon any requirement that the Bank Lender first collect or attempt to collect the Note Obligations or any portion thereof from the Borrower or from any endorser, surety or other guarantor of any of the Obligations from the Borrowers same or resort to any security or other means of obtaining the payment and/or performance of any of the Note Obligations which that the Bank Lender now has or may acquire after the date hereof hereof, or upon any other contingency whatsoever: . Upon any Event of Lease Default which is continuing by the Borrowers (as defined in the full and punctual payment and performance of the ObligationsFacility Lease), the Note Obligations and all liabilities and obligations of the Guarantor to the Lender, hereunder or otherwise, shall, at the option of the BankLender, become forthwith immediately due and payable to the Bank Lender without further demand or notice of any nature, all of which are expressly waived by the Guarantor, except for notices required to be given to the Borrowers, under the Loan Documents. Payments by the Guarantor hereunder may be required by the Bank Lender on any number-number of occasions. This Guaranty shall continue in full force and effect until the complete payment and performance of all of the Note Obligations. All payments hereunder received by the Lender shall be applied by the Lender, without any marshalling of assets, towards the payment and/or performance of the Note Obligations and any other indebtedness of the Guarantor hereunder in such order as the Lender, in its sole and absolute discretion, may determine.

Guaranty of Payment and Performance of Obligations. In consideration For value received and hereby acknowledged, intending to be legally bound hereby, and as an inducement to BALANCED CARE CORPORATION, a Delaware corporation, having its principal office at 5021 ▇▇▇▇▇▇ ▇▇▇▇▇, Suite 200, Mechanicsburg, PA, 17055, ("BCC") to enter into the Transaction Documents (as that term is defined in Appendix 1 to that certain Shortfall Funding Agreement dated as of September 22, 1998 [the "SHORTFALL Agreement"]) among FINANCIAL CARE INVESTORS, LLC, a Delaware limited liability company ("FCI") and FINANCIAL CARE INVESTORS OF [______________], LLC, a Delaware limited liability company [the "TENANT"], Brad ▇▇▇▇▇▇▇▇▇, ▇▇ individual resident of Cumberland County, PA having his principal place of business at 5021 ▇▇▇▇▇▇ ▇▇▇▇▇, Suite 200, Mechanicsburg, PA, 17055, [the "GUARANTOR"], being the SOLE member of FCI, will derive a substantial benefit from the consummation of the Bank's extending credit or otherwise in its discretion giving accommodations to transactions contemplated by the BorrowersTransaction Documents, the Guarantor and hereby unconditionally guarantees to BCC the B& that the Borrowers will duly full payment and punctually pay or perform, at the place specified therefor, or if no place is specified, at the Bank's Principal Office, (i) all indebtedness, obligations and liabilities performance of each of the Borrowers Tenant's and FCI's respective obligations to fund the Equity Capital Portion, as defined in Appendix 1 to the Bank, individually or collectively, under the Term Loan Shortfall Agreement or any of the other Loan Documents or in respect of any of the Term Loans or the Term Loan Note or other instruments at any time evidencing any thereof, whether existing on the date of the Term Loan Agreement or arising or incurred thereafter, direct or indirect, secured or unsecured, joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, arising by contract, operation of law or otherwise; and (ii) without limitation of the foregoing, all reasonable fees, costs and expenses incurred by the Bank in attempting to collect or enforce any of the foregoing, accrued in each case to the date of payment hereunder (collectively the "Guaranteed Obligations" and individually an "Obligation"). This Guaranty is an absolute, unconditional and continuing guaranty of thefull the full and punctual payment and performance by the Borrowers of the Guarantied Obligations and not merely of their collectibility only collectibility, and is in no way conditioned upon any requirement that the Bank BCC first collect or attempt to collect the Guarantied Obligations or any portion thereof from the Tenant or from any endorser, surety or other guarantor of any of the Obligations from the Borrowers same or resort to any security or other means of obtaining the payment and/or performance of any of the Guarantied Obligations which the Bank that BCC now has or may acquire after the date hereof hereof, or upon any other contingency whatsoever: Upon any Event of Default which is continuing by the Borrowers in the full and punctual payment and performance of the Obligations, the liabilities and obligations of the Guarantor hereunder shall, at the option of the Bank, become forthwith due and payable to the Bank without demand or notice of any nature, all of which are expressly waived by the Guarantor, except for notices required to be given to the Borrowers, under the Loan Documents. Payments by the Guarantor hereunder may be required by the Bank BCC on any number-number of occasions. This Guaranty shall continue in full force and effect until the complete payment and performance of all of the Guarantied Obligations.

Guaranty of Payment and Performance of Obligations. In consideration of BBH and State Street (hereinafter collectively referred to as the Bank's "Lenders" and sometimes individually as a "Lender") extending credit or otherwise in its their discretion giving time, financial or banking facilities or accommodations to any one or more of the Borrowersundersigned (each a "Customer" with respect to such extensions of credit, the Guarantor facilities or accommodations), each undersigned hereby unconditionally guarantees to the B& Lenders (each undersigned being referred to as a "Guarantor" with respect to its guaranty obligations set forth herein) that the Borrowers (a) each Customer will duly and punctually pay or perform, at the place specified therefortherefor or, or if no place is specified, at the Bank's Principal Officemain office of ▇▇▇▇▇ Brothers ▇▇▇▇▇▇▇▇ & Co. as Administrative Agent for the Lenders (the "Administrative Agent") at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, (i) ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, all indebtedness, obligations and liabilities of the Borrowers to the Bank, individually or collectively, under the Term Loan Agreement or any of the other Loan Documents or in respect of any of the Term Loans or the Term Loan Note or other instruments at any time evidencing any thereof, whether existing on the date of the Term Loan Agreement or arising or incurred thereafterliabilities, direct or indirect, secured or unsecured, joint or several, absolute or contingent, matured or unmatured, liquidated primary or unliquidatedsecondary, arising by contractcertain or contingent, operation of law any Customer to the Lenders and Administrative Agent now or otherwise; and hereafter owing or incurred (ii) including without limitation of the foregoing, all reasonable fees, costs and expenses incurred by the Bank Lenders and the Administrative Agent in attempting to collect or enforce any of the foregoing) which are chargeable to any Customer either by law or under the terms of the Lenders' or Administrative Agent's arrangements with such Customer, together with interest accrued in each case to the date of payment hereunder (collectively collectively, the "Obligations" and individually individually, an "Obligation"); (b) if there is an agreement evidencing or executed and delivered in connection with any Obligation, each Customer will perform in all other respects strictly in accordance with the terms thereof; and (c) this Amended and Restated Cross-Guaranty Agreement (the "Guaranty") shall not be affected by any fraudulent, illegal, or improper act by any Customer, nor by the invalidation (by operation of law or otherwise) of all or any part of the Obligations of any Customer to the Lenders. This Guaranty is an absolute, direct, unconditional and continuing guaranty of thefull the full and punctual payment and performance by the Borrowers each Customer of the Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Bank Lenders or Administrative Agent first attempt to collect any of the Obligations from the Borrowers any Customer or resort to any security or any other means of obtaining payment of any of the Obligations which the Bank Lenders or Administrative Agent now has or may acquire after the date hereof hereof, or upon any other contingency whatsoever: . Nothing shall discharge or satisfy the liability of each Guarantor hereunder except the full payment and performance of all of each Customer's debts and obligations to the Lenders and Administrative Agent with interest and costs of collection. Upon any Event of Default which is continuing default by the Borrowers any Customer in the full and punctual payment and performance of the Obligations, the liabilities and obligations of the each Guarantor hereunder shall, at the option of the BankLenders, become forthwith due and payable to the Bank Lenders without demand or notice of any nature, all of which are expressly waived by the each Guarantor, except for notices required to be given to the Borrowers, under the Loan Documents. Payments by the each Guarantor hereunder may be required by the Bank Lenders on any number-number of occasions.

Guaranty of Payment and Performance of Obligations. In consideration of the Bank's extending credit or otherwise in its discretion giving accommodations to the BorrowersEach Guarantor, the Guarantor hereby jointly and severally with each other Guarantor, absolutely, unconditionally and irrevocably guarantees to the B& that the Borrowers will duly and punctually pay or perform, at the place specified therefor, or if no place is specified, at the Bank's Principal Office, (i) all indebtedness, obligations and liabilities of the Borrowers to the Bank, individually or collectively, under the Term Loan Agreement or any of the other Loan Documents or in respect of any of the Term Loans or the Term Loan Note or other instruments at any time evidencing any thereof, whether existing on the date of the Term Loan Agreement or arising or incurred thereafter, direct or indirect, secured or unsecured, joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, arising by contract, operation of law or otherwise; and (ii) without limitation of the foregoing, all reasonable fees, costs and expenses incurred by the Bank in attempting to collect or enforce any of the foregoing, accrued in each case to the date of payment hereunder (collectively the "Obligations" and individually an "Obligation"). This Guaranty is an absolute, unconditional and continuing guaranty of thefull and punctual payment and performance by the Borrowers of the Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Bank first attempt to collect any of the Obligations from the Borrowers or resort to any security or other means of obtaining payment of any of the Obligations which the Bank now has or may acquire after the date hereof or upon any other contingency whatsoever: Upon any Event of Default which is continuing by the Borrowers in the full and punctual payment and performance in the applicable currency when due (whether at maturity, by acceleration, by redemption or otherwise) of the Obligationsprincipal of, Yield-Maintenance Amount, if any, and interest (including any interest accruing after the liabilities commencement of any proceeding in bankruptcy and any additional interest that would accrue but for the commencement of such proceeding) on each Note issued by the Issuer and all other obligations of the Guarantor hereunder shall, at Issuer under the option Note Agreement and each other Transaction Document to which the Issuer is a party and (ii) the full and prompt performance and observance by the Issuer of each and all of the Bankobligations, become forthwith due covenants and payable to the Bank without demand or notice of any nature, all of which are expressly waived by the Guarantor, except for notices agreements required to be given to performed or observed by the Borrowers, Issuer under the Loan Documentsterms of the Note Agreement, the Notes and the other Transaction Documents to which the Issuer is a party (all the foregoing being hereinafter collectively called the “Guarantied Obligations”). Payments by Notwithstanding the foregoing, the aggregate amount of any Guarantor’s liability under this Guaranty shall not exceed the maximum amount that such Guarantor hereunder can guaranty without violating, or causing this Guaranty or such Guarantor’s obligations under this Guaranty to be void, voidable or otherwise enforceable under, any fraudulent conveyance or fraudulent transfer law, including Section 548(a)(2) of the Bankruptcy Code (as defined below). Each Guarantor hereby agrees to pay, and save each Holder harmless against liability for the payment of, all out-of-pocket expenses (including attorneys’ fees) arising in connection with enforcing this Guaranty or incurred in the collection of all or any part of the Guarantied Obligations from, or in pursuing any action against, the Issuer or any Guarantor or enforcing any rights of any Holder in any security (if any) for the Guarantied Obligations or the liabilities of any Guarantor hereunder, and any taxes, fees or penalties which may be required by paid or payable in connection with any such enforcement. This is a continuing guaranty of payment and performance and not of collection. Notwithstanding any provision of this Guaranty, all covenants, obligations, waivers and agreements of the Bank Guarantors under this Guaranty shall be joint and several. During the existence of an Event of Default, any Holder may, at its sole election and without notice, proceed directly and at once against any Guarantor to seek and enforce performance of, and to collect and recover, the Guarantied Obligations, or any portion thereof, without first proceeding against the Issuer, any other Guarantor, any other guarantor (if any) of the Guarantied Obligations or any other Person (if any) or any security (if any) for the Guarantied Obligations or for the liability of any such other Person or any Guarantor hereunder. The Holders shall have the exclusive right to determine the application of payments and credits, if any, from any Guarantor, the Issuer or from any other Person (if any) on account of the Guarantied Obligations or otherwise. This Guaranty and all covenants and agreements of each Guarantor contained herein (subject to paragraph 4J hereof with respect to any number-Guarantor) shall continue in full force and effect and shall not be discharged until such time as all of occasionsthe Guarantied Obligations shall be indefeasibly paid in full in cash, the Facility shall have terminated and no Holder shall have any commitment under the Note Agreement.

Guaranty of Payment and Performance of Obligations. In consideration of the Bank's Lender extending credit or otherwise in its discretion giving time, financial or banking facilities or accommodations to any one or more of the Borrowersundersigned (each a "Customer" with respect to such extensions of credit, the Guarantor facilities or accommodations), each undersigned hereby unconditionally guarantees to the B& Lender (each undersigned being referred to as a "Guarantor" with respect to its guaranty obligations set forth herein) that the Borrowers (a) each Customer will duly and punctually pay or perform, at the place specified therefortherefor or, or if no place is specified, at the BankLender's Principal OfficeHead Office or at the branch of the Lender where this Guaranty is given, (i) all indebtedness, obligations and liabilities of the Borrowers to the Bank, individually or collectively, under the Term Loan Agreement or any of the other Loan Documents or in respect of any of the Term Loans or the Term Loan Note or other instruments at any time evidencing any thereof, whether existing on the date of the Term Loan Agreement or arising or incurred thereafterliabilities, direct or indirect, secured or unsecured, joint or several, absolute or contingent, matured or unmatured, liquidated primary or unliquidatedsecondary, arising by contractcertain or contingent, operation of law any Customer to the Lender now or otherwise; and hereafter owing or incurred (ii) including without limitation of the foregoing, all reasonable fees, costs and expenses incurred by the Bank Lender in attempting to collect or enforce any of the foregoing) which are chargeable to any Customer either by law or under the terms of the Lender's arrangements with such Customer, accrued in each case to the date of payment hereunder (collectively collectively, the "Obligations" and individually individually, an "Obligation"); (b) if there is an agreement evidencing or executed and delivered in connection with any Obligation, each Customer will perform in all other respects strictly in accordance with the terms thereof; and (c) this Guaranty shall not be affected by any fraudulent, illegal, or improper act by any customer, nor by the invalidation (by operation of law or otherwise) of all or any part of the Obligations of any customer to you. This Guaranty is an absolute, direct, unconditional and continuing guaranty of thefull the full and punctual payment and performance by the Borrowers each Customer of the Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Bank Lender first attempt to collect any of the Obligations from the Borrowers any Customer or resort to any security or any other means of obtaining payment of any of the Obligations which the Bank Lender now has or may acquire after the date hereof hereof, or upon any other contingency whatsoever: Upon any Event of Default which is continuing by the Borrowers in the full and punctual payment and performance of the Obligations, the liabilities and obligations of the Guarantor hereunder shall, at the option of the Bank, become forthwith due and payable to the Bank without demand or notice of any nature, all of which are expressly waived by the Guarantor, except for notices required to be given to the Borrowers, under the Loan Documents. Payments by the Guarantor hereunder may be required by the Bank on any number-of occasions.contingency