Common use of Guaranty of Payment and Performance Clause in Contracts

Guaranty of Payment and Performance. (a) Guarantor hereby guaranties to Landlord, absolutely, unconditionally and irrevocably, (a) the full and prompt payment of all sums which may at any time become due under the Lease, including, but not limited to, Base Rent, Percentage Rent and Additional Rent, and all other sums and charges (collectively referred to as "Tenant's Monetary Obligations") which the Tenant is obligated to pay to or on behalf of Landlord or to pay to third parties under the provisions of the Lease, and (b) the full and timely performance and observance of all of the covenants, terms, conditions and agreements provided in the Lease to be performed and observed by Tenant (collectively referred to as "Tenant's Non-Monetary Obligations"). Guarantor hereby covenants and agrees to and with Landlord that if at any time Tenant shall fail to make payment when due of any of Tenant's Monetary Obligations, or if at any time Tenant shall fail to perform and observe when and as required any of the Tenant's Non-Monetary Obligations, Guarantor shall forthwith pay the Tenant's Monetary Obligations to Landlord and any arrears thereof, and shall forthwith faithfully and punctually perform and fulfill all of the Tenant's Non-Monetary Obligations and, in addition thereto, shall forthwith pay to Landlord all reasonable attorneys' fees and disbursements incurred by Landlord or caused by any such default or the enforcement of this Guaranty. (b) Guarantor covenants that, within one hundred twenty (120) days after the end of each calendar year, it shall furnish Landlord current, certified financial statements satisfying the requirements of Paragraph 30.2

Guaranty of Payment and Performance. FOR AND IN CONSIDERATION OF the sum of Ten and No/100 Dollars (a$10.00) Guarantor and other good and valuable consideration paid or delivered to the undersigned XXXXXX VALIDUS MISSION CRITICAL REIT II, INC., a Maryland corporation (“REIT”), and THE ENTITIES LISTED ON THE SIGNATURE PAGES HEREOF AS SUBSIDIARY GUARANTORS (“Initial Guarantors”) and EACH ADDITIONAL GUARANTOR (AS DEFINED IN THE CREDIT AGREEMENT [HEREINAFTER DEFINED]) THAT MAY HEREAFTER BECOME A PARTY TO THIS GUARANTY (REIT, Initial Guarantors and such Additional Guarantors are sometimes hereinafter referred to individually as a “Guarantor” and collectively as “Guarantors”), the receipt and sufficiency whereof are hereby guaranties acknowledged by Guarantors, and for the purpose of seeking to Landlordinduce KEYBANK NATIONAL ASSOCIATION, a national banking association (hereinafter referred to as “Lender”, which term shall also include each other Lender which may now be or hereafter become a party to the “Credit Agreement” (as hereinafter defined), any Lender acting as the Issuing Lender under the Credit Agreement, any Lender acting as the Swing Loan Lender under the Credit Agreement, and shall also include any such individual Lender acting as administrative agent for all of the Lenders), to extend credit or otherwise provide financial accommodations to XXXXXX VALIDUS OPERATING PARTNERSHIP II, LP, a Delaware limited partnership (“Borrower”) under the Credit Agreement, which extension of credit and provision of financial accommodations will be to the direct interest, advantage and benefit of Guarantors, Guarantors do hereby, jointly and severally, absolutely, unconditionally and irrevocablyirrevocably guarantee to Lender the complete payment and performance of the following liabilities, obligations and indebtedness of Borrower to Lender (a) the full and prompt payment of all sums which may at any time become due under the Lease, including, but not limited to, Base Rent, Percentage Rent and Additional Rent, and all other sums and charges (collectively hereinafter referred to collectively as "Tenant's Monetary the “Obligations"”) which (capitalized terms that are used herein that are not otherwise defined herein shall have the Tenant is obligated to pay to or on behalf of Landlord or to pay to third parties under the provisions of the Lease, and (b) the full and timely performance and observance of all of the covenants, terms, conditions and agreements provided meanings set forth in the Lease to be performed and observed by Tenant (collectively referred to as "Tenant's Non-Monetary Obligations"). Guarantor hereby covenants and agrees to and with Landlord that if at any time Tenant shall fail to make payment when due of any of Tenant's Monetary Obligations, or if at any time Tenant shall fail to perform and observe when and as required any of the Tenant's Non-Monetary Obligations, Guarantor shall forthwith pay the Tenant's Monetary Obligations to Landlord and any arrears thereof, and shall forthwith faithfully and punctually perform and fulfill all of the Tenant's Non-Monetary Obligations and, in addition thereto, shall forthwith pay to Landlord all reasonable attorneys' fees and disbursements incurred by Landlord or caused by any such default or the enforcement of this Guaranty. (b) Guarantor covenants that, within one hundred twenty (120) days after the end of each calendar year, it shall furnish Landlord current, certified financial statements satisfying the requirements of Paragraph 30.2Credit Agreement):

Guaranty of Payment and Performance. FOR AND IN CONSIDERATION OF the sum of Ten and No/100 Dollars (a$10.00) Guarantor and other good and valuable consideration paid or delivered to the undersigned XXXXXXXX CAPITAL, INC., a Maryland corporation (“REIT”), and the Additional Guarantors which are a party hereto or may hereafter become a party hereto, if any (hereinafter referred to individually as a “Subsidiary Guarantor” and collectively, as “Subsidiary Guarantors”; REIT, and the Subsidiary Guarantors are sometimes hereinafter referred to individually as a “Guarantor” and collectively as “Guarantors”), the receipt and sufficiency whereof are hereby guaranties acknowledged by Guarantors, and for the purpose of seeking to Landlordinduce KEYBANK NATIONAL ASSOCIATION, a national banking association (hereinafter referred to as “Lender”, which term shall also include each other Lender which may now be or hereafter become a party to the “Credit Agreement” (as hereinafter defined), any Lender acting as the Issuing Lender under the Credit Agreement and shall also include any such individual Lender acting as agent for all of the Lenders), to extend credit or otherwise provide financial accommodations to XXXXXXXX CAPITAL OPERATING COMPANY, LLC, a Delaware limited liability company (“Borrower”) under the Credit Agreement, and seeking to induce the Lender Hedge Providers to provide final accommodations by entering into derivative contracts that may give rise to Hedge Obligations, which extension of credit and provision of financial accommodations will be to the direct interest, advantage and benefit of Guarantors, Guarantors do hereby, jointly and severally, absolutely, unconditionally and irrevocablyirrevocably guarantee to Lender and the Lender Hedge Providers the complete payment and performance of the following liabilities, obligations and indebtedness of Borrower to Lender and Lender Hedge Providers (a) the full and prompt payment of all sums which may at any time become due under the Lease, including, but not limited to, Base Rent, Percentage Rent and Additional Rent, and all other sums and charges (collectively hereinafter referred to collectively as "Tenant's Monetary the “Obligations"”) which (capitalized terms that are used herein that are not otherwise defined herein shall have the Tenant is obligated to pay to or on behalf of Landlord or to pay to third parties under the provisions of the Lease, and (b) the full and timely performance and observance of all of the covenants, terms, conditions and agreements provided meanings set forth in the Lease to be performed and observed by Tenant (collectively referred to as "Tenant's Non-Monetary Obligations"). Guarantor hereby covenants and agrees to and with Landlord that if at any time Tenant shall fail to make payment when due of any of Tenant's Monetary Obligations, or if at any time Tenant shall fail to perform and observe when and as required any of the Tenant's Non-Monetary Obligations, Guarantor shall forthwith pay the Tenant's Monetary Obligations to Landlord and any arrears thereof, and shall forthwith faithfully and punctually perform and fulfill all of the Tenant's Non-Monetary Obligations and, in addition thereto, shall forthwith pay to Landlord all reasonable attorneys' fees and disbursements incurred by Landlord or caused by any such default or the enforcement of this Guaranty. (b) Guarantor covenants that, within one hundred twenty (120) days after the end of each calendar year, it shall furnish Landlord current, certified financial statements satisfying the requirements of Paragraph 30.2Credit Agreement):

Guaranty of Payment and Performance. Until Buyer repays the North Stadium Note in full, the Guarantor hereby guarantees to the Seller the full and punctual payment when due (whether at maturity, by acceleration or otherwise), and the performance, of (a) all liabilities, agreements, and other obligations of the Buyer to the Seller pursuant to the Agreement and that certain Promissory Note executed by Buyer, as maker, to Seller, as payee, in the original principal amount of SIX MILLION AND NO/100 DOLLARS ($6,000,000.00), dated on or about the date hereof, plus (b) the obligations under the North Stadium Note (collectively, the “Obligations”). This Guaranty is an absolute, unconditional, and continuing guaranty of the full and punctual payment and performance of the Obligations and not of their collectability only and is in no way conditioned upon any requirement that the Seller first attempt to collect any of the Obligations from the Buyer or resort to any security or other means of obtaining their payment. Should the Buyer default in payment or performance of any of the Obligations, the obligations of the Guarantor hereby guaranties hereunder shall become immediately due and payable to Landlordthe Seller. Payments by the Guarantor hereunder may be required by the Seller on any number of occasions. The obligations of the Guarantor hereunder shall not be released, absolutelydischarged, unconditionally and irrevocably, or otherwise affected by: (a) any extension, renewal, settlement, indulgence, compromise, waiver, or release of or with respect to the full Obligations or the North Stadium Note or any part thereof or any agreement relating thereto (collectively, the “Loan Documents”), or with respect to any obligation of any other guarantor, obligor, surety, endorser, accommodating party or any other person or entity liable for any of the Obligations (each, an “Obligor” and prompt payment collectively, the “Obligors”), whether (in any such case) by operation of all sums law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other Obligor; (b) any modification or amendment of or supplement to the Loan Documents, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Obligations; (c) any release, surrender, compromise, settlement, waiver, subordination, or modification, with or without consideration, of any collateral securing the Obligations or any part thereof, any other guaranties with respect to the Obligations or any part thereof, or any other obligation of any other Obligor with respect to the Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Obligations; (d) any change in the corporate, partnership, limited liability company, or other existence, structure or ownership of the Buyer or any other Obligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Buyer or any other Obligor of the Obligations, or any of their respective assets or any resulting release or discharge of any obligation of the Buyer or any other Obligor; (e) the existence of any claim, setoff or other rights which the Guarantor may have at any time become due under against the LeaseBuyer, includingany other Obligor, but not limited the Seller or any other person or entity, whether in connection herewith or in connection with any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (f) the enforceability or validity of the Obligations or any part thereof with respect to Buyer or any other Obligor or the enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the Buyer or any other Obligor, for any reason related to the Loan Documents, or any provision of applicable law, decree, order or regulation purporting to prohibit the payment by the Buyer or any other Obligor of any of the Obligations or otherwise affecting any term of any of the Obligations; (g) the failure of the Seller to take any steps to perfect and maintain any security interest in, or to preserve any rights to, Base Rentany security or collateral for the Obligations, Percentage Rent and Additional Rentif any; (h) the election by, and all other sums and charges (collectively referred to as "Tenant's Monetary Obligations") which the Tenant is obligated to pay to or on behalf of Landlord the Seller, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (or any successor statute, the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (i) any borrowing or grant of a security interest by the Buyer, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (j) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Seller for repayment of all or any part of the Obligations; or (k) any other act or omission to pay to third parties under act or delay of any kind by the Buyer, any other Obligor, or any other person or entity or any other circumstance whatsoever which might, but for the provisions of the Leasethis Section, and (b) the full and timely performance and observance of all constitute a legal or equitable discharge of the covenantsGuarantor’s obligations hereunder or otherwise reduce, termsrelease, conditions and agreements provided in prejudice or extinguish the Lease to be performed and observed by Tenant (collectively referred to as "Tenant's Non-Monetary Obligations"). Guarantor hereby covenants and agrees to and with Landlord that if at any time Tenant shall fail to make payment when due of any of Tenant's Monetary Obligations, or if at any time Tenant shall fail to perform and observe when and as required any of the Tenant's Non-Monetary Obligations, Guarantor shall forthwith pay the Tenant's Monetary Obligations to Landlord and any arrears thereof, and shall forthwith faithfully and punctually perform and fulfill all of the Tenant's Non-Monetary Obligations and, in addition thereto, shall forthwith pay to Landlord all reasonable attorneys' fees and disbursements incurred by Landlord or caused by any such default or the enforcement of Guarantor’s liability under this Guaranty. (b) Guarantor covenants that, within one hundred twenty (120) days after the end of each calendar year, it shall furnish Landlord current, certified financial statements satisfying the requirements of Paragraph 30.2

Guaranty of Payment and Performance. (a) Guarantor Each of the Guarantors hereby guaranties jointly and severally guarantees to Landlord, absolutely, unconditionally and irrevocably, (a) the Lender the full and prompt punctual payment of all sums which may when due (whether at any time become due under stated maturity, by required pre-payment, by acceleration or otherwise), as well as the Leaseperformance, including, but not limited to, Base Rent, Percentage Rent and Additional Rent, and all other sums and charges (collectively referred to as "Tenant's Monetary Obligations") which the Tenant is obligated to pay to or on behalf of Landlord or to pay to third parties under the provisions of the Lease, and (b) the full and timely performance and observance of all of the covenantsObligations including all such which would become due but for the operation of the automatic stay pursuant to ss.362(a) of the Federal Bankruptcy Code and the operation of ss.ss.502(b) and 506(b) of the Federal Bankruptcy Code. In addition, termseach of the Guarantors agrees that payments by the Guarantor hereunder shall be made without recoupment, setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Guarantor is compelled by law to make such deduction or withholding. If any such obligation is imposed upon any Guarantor with respect to any amount payable by it hereunder or under any of the other Loan Documents, such Guarantor will pay to the Lender, on the date on which such amount is due and agreements provided payable under any Loan Document, such additional amount in United States dollars as shall be necessary to enable the Lender to receive the same net amount which the Lender would have received on such due date had no such obligation been imposed upon such Guarantor. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Lender first attempt to collect any of the Obligations from the Company or resort to any collateral security or other means of obtaining payment. Should the Company default in the Lease to be performed and observed by Tenant (collectively referred to as "Tenant's Non-Monetary Obligations"). Guarantor hereby covenants and agrees to and with Landlord that if at any time Tenant shall fail to make payment when due or performance of any of Tenant's Monetary the Obligations, or if at any time Tenant shall fail to perform the joint and observe when and as required any several obligations of the Tenant's Non-Monetary ObligationsGuarantors hereunder with respect to such Obligations in default shall, Guarantor shall forthwith pay upon demand by the Tenant's Monetary Obligations Lender, become immediately due and payable to Landlord and the Lender, without demand or notice of any arrears thereofnature, and shall forthwith faithfully and punctually perform and fulfill all of which are expressly waived by each Guarantor. Payments by the Tenant's Non-Monetary Obligations and, in addition thereto, shall forthwith pay to Landlord all reasonable attorneys' fees and disbursements incurred Guarantors hereunder may be required by Landlord or caused by the Lender on any such default or the enforcement number of this Guarantyoccasions. (b) Guarantor covenants that, within one hundred twenty (120) days after the end of each calendar year, it shall furnish Landlord current, certified financial statements satisfying the requirements of Paragraph 30.2

Guaranty of Payment and Performance. (a) The Guarantor hereby guaranties guarantees to Landlord, absolutely, unconditionally and irrevocably, (a) the Lender the full and prompt punctual payment of all sums which may when due (whether at any time become due under stated maturity, by required pre-payment, by acceleration or otherwise), as well as the Leaseperformance, including, but not limited to, Base Rent, Percentage Rent and Additional Rent, and all other sums and charges (collectively referred to as "Tenant's Monetary Obligations") which the Tenant is obligated to pay to or on behalf of Landlord or to pay to third parties under the provisions of the Lease, and (b) the full and timely performance and observance of all of the covenantsObligations including all such which would become due but for the operation of the automatic stay pursuant to Section 362(a) of the Federal Bankruptcy Code and the operation of Sections 502(b) and 506(b) of the Federal Bankruptcy Code. In addition, termsthe Guarantor agrees that payments by the Guarantor hereunder shall be made without recoupment, setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Guarantor is compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Guarantor with respect to any amount payable by it hereunder or under any of the other Loan Documents, the Guarantor will pay to the Lender, on the date on which such amount is due and agreements provided payable under any Loan Document, such additional amount in United States dollars as shall be necessary to enable the Lender to receive the same net amount which the Lender would have received on such due date had no such obligation been imposed upon the Guarantor. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Lender first attempt to collect any of the Obligations from the Company or resort to any collateral security or other means of obtaining payment. Should the Company default in the Lease to be performed and observed by Tenant (collectively referred to as "Tenant's Non-Monetary Obligations"). Guarantor hereby covenants and agrees to and with Landlord that if at any time Tenant shall fail to make payment when due or performance of any of Tenant's Monetary the Obligations, or if at any time Tenant shall fail to perform and observe when and as required any the obligations of the Tenant's Non-Monetary ObligationsGuarantor hereunder with respect to such Obligations in default shall, Guarantor shall forthwith pay upon demand by the Tenant's Monetary Obligations Lender, become immediately due and payable to Landlord and the Lender, without demand or notice of any arrears thereofnature, and shall forthwith faithfully and punctually perform and fulfill all of which are expressly waived by the Tenant's Non-Monetary Obligations and, in addition thereto, shall forthwith pay to Landlord all reasonable attorneys' fees and disbursements incurred Guarantor. Payments by Landlord or caused the Guarantor hereunder may be required by the Lender on any such default or the enforcement number of this Guarantyoccasions. (b) Guarantor covenants that, within one hundred twenty (120) days after the end of each calendar year, it shall furnish Landlord current, certified financial statements satisfying the requirements of Paragraph 30.2

Guaranty of Payment and Performance. (a) Guarantor hereby unconditionally ----------------------------------- and irrevocably guaranties to LandlordLender the punctual payment and performance when due, absolutelywhether at stated maturity or by acceleration or otherwise, unconditionally of Borrower's Obligations (the obligations and irrevocably, (a) the full liabilities of Guarantor hereunder and prompt payment of all sums which may at any time become due under the LeaseShareholder Pledge Agreement and the Shareholder Subordination Agreement and any other instruments or agreements previously, including, but not limited to, Base Rent, Percentage Rent concurrently or hereafter executed and Additional Rent, and all other sums and charges (collectively delivered by Guarantor in favor of Lender are sometimes hereinafter referred to as the "Tenant's Monetary Obligations") which the Tenant is obligated to pay to or on behalf of Landlord or to pay to third parties under the provisions of the Lease, and (b) the full and timely performance and observance of all of the covenants, terms, conditions and agreements provided in the Lease to be performed and observed by Tenant (collectively referred to as "Tenant's Non-Monetary Guarantor Obligations"). Guarantor hereby covenants agrees that this Guaranty is a present and agrees continuing guaranty of payment and not of collectability, and that Lender shall not be required to and with Landlord that if at prosecute collection, enforcement or other remedies against Borrower, any time Tenant shall fail to make payment when due other guarantor of Borrower's Obligations or any of Tenant's Monetary Obligationsother Person, or if at any time Tenant shall fail to perform and observe when and as required enforce or resort to any of the TenantCollateral or other rights or remedies pertaining thereto, before calling on Guarantor for payment. Guarantor agrees that if, for any reason, either Borrower, any other Obligor or any other guarantor of Borrower's Non-Monetary Obligations shall fail or be unable to pay, punctually and fully, any of Borrower's Obligations, Guarantor shall forthwith pay the Tenant's Monetary Obligations such obligations to Landlord and any arrears thereofLender in full immediately upon demand. Guarantor agrees that one or more successive actions may be brought against Guarantor, and shall forthwith faithfully and punctually perform and fulfill as often as Lender deems advisable, until all of Guarantor's Obligations and/or Borrower's Obligations are paid and performed in full. Guarantor hereby further unconditionally guarantees to Lender the Tenant's Non-Monetary Obligations andpunctual and faithful performance by Borrower of all duties, agreements and obligations of Borrower contained in addition thereto, shall forthwith pay to Landlord all reasonable attorneys' fees and disbursements incurred by Landlord or caused by any such default or the enforcement of this GuarantyLoan Instruments. (b) Guarantor covenants that, within one hundred twenty (120) days after the end of each calendar year, it shall furnish Landlord current, certified financial statements satisfying the requirements of Paragraph 30.2

Guaranty of Payment and Performance. 2.01 The Guarantors, intending to be bound as accommodation parties for the Borrower, absolutely and unconditionally, and jointly and severally, each guarantee the following obligations and/or liabilities (a) Guarantor hereby guaranties to Landlordcollectively, absolutely, unconditionally and irrevocably, the "Guarantied Obligations"): (a) the full and prompt payment in full by the Borrower of all sums which may at any time become due obligations under the LeaseLoan Agreement (including reimbursement obligations under Letters of Credit) and the Notes; (b) the punctual and faithful performance and observance by the Borrower of all other obligations and undertakings to be performed or observed pursuant to the Loan Agreement and the other Loan Documents; and (c) that the Guarantors will, upon demand, pay to the Agent Bank the costs and expenses incurred by the Agent Bank in connection with enforcing the Agent Bank's rights under this Agreement, including, without limitation, the reasonable fees and expenses of counsel. Notwithstanding the foregoing, the maximum aggregate liability of the Guarantors under this Agreement (the "Maximum Liability Amount") is the lesser of (a) the sum of the Guarantied Obligations, including, but not limited to, Base Rent, Percentage Rent and Additional Rent(1) the aggregate principal balance of, and all other sums accrued interest on, the Notes, (2) any costs and charges expenses as specified in subsection (collectively referred to as "Tenant's Monetary Obligations"c) which the Tenant is obligated to pay to or on behalf of Landlord or to pay to third parties under the provisions of the Leasethis Section 2.01, and (b3) the full and timely performance and observance of all of the covenants, terms, conditions and agreements any other damages or other amounts provided for in the Lease to be performed and observed by Tenant (collectively referred to as "Tenant's Non-Monetary Obligations"). Guarantor hereby covenants and agrees to and with Landlord that if at any time Tenant shall fail to make payment when due of any of Tenant's Monetary Obligations, Loan Documents; or if at any time Tenant shall fail to perform and observe when and as required any of the Tenant's Non-Monetary Obligations, Guarantor shall forthwith pay the Tenant's Monetary Obligations to Landlord and any arrears thereof, and shall forthwith faithfully and punctually perform and fulfill all of the Tenant's Non-Monetary Obligations and, in addition thereto, shall forthwith pay to Landlord all reasonable attorneys' fees and disbursements incurred by Landlord or caused by any such default or the enforcement of this Guaranty. (b) Fifty Million Dollars ($50,000,000), plus accrued interest, costs and expenses, as specified in subsection (c) of this Section 2.01. The Maximum Liability Amount under this Agreement shall be in addition to the maximum aggregate liability of the Guarantors or of any other guarantor to the Agent Bank under any guaranty agreement of the Guarantor covenants that, within one hundred twenty (120) days after the end of each calendar year, it shall furnish Landlord current, certified financial statements satisfying the requirements of Paragraph 30.2or any other guarantor heretofore or hereafter given.

Guaranty of Payment and Performance. (a) Guarantor The Guarantors hereby guaranties jointly and severally guarantee to Landlord, absolutely, unconditionally and irrevocably, (a) BBL the full and prompt punctual payment of all sums which may when due (whether at any time become due under the Leasestated maturity, includingby required pre-payment, but not limited toby acceleration or otherwise), Base Rent, Percentage Rent and Additional Rent, and all other sums and charges (collectively referred to as "Tenant's Monetary Obligations") which the Tenant is obligated to pay to or on behalf of Landlord or to pay to third parties under the provisions of the Lease, and (b) the full and timely performance and observance of all of the covenantsObligations including all such which would become due but for the operation of the automatic stay pursuant to Section 362(a) of the Federal Bankruptcy Code and the operation of Sections 502(b) and 506(b) of the Federal Bankruptcy Code. This Guaranty is an absolute, termsunconditional and continuing guaranty of the full and punctual payment of all of the Obligations and not of their collectibility only and is in no way conditioned upon any requirement that BBL first attempt to collect any of the Obligations from the applicable Approved Franchisee or any other guarantor of such Approved Franchisee's Obligations, conditions and agreements provided or resort to any collateral security or other means of obtaining payment, provided, however, that during any period of a Significant Continuing Default (as defined below), upon request of the Guarantors (but without limiting BBL's rights absent such request), BBL will use its usual efforts to collect the Obligations subject to such Significant Continuing Default. Should the Approved Franchisee default in the Lease to be performed and observed by Tenant (collectively referred to as "Tenant's Non-Monetary Obligations"). Guarantor hereby covenants and agrees to and with Landlord that if at any time Tenant shall fail to make payment when due or performance of any of Tenant's Monetary Obligationsthe Obligations and such default shall continue for 91 days, or if at any time Tenant shall fail to perform the joint and observe when and as required any several obligations of the Tenant's Non-Monetary ObligationsGuarantors hereunder with respect to such Obligations in default shall become immediately due and payable to BBL, Guarantor shall forthwith pay upon demand. Payments by the Tenant's Monetary Guarantors hereunder may be required by BBL on any number of occasions. Demands by BBL in respect of any defaulted Monthly Rent payments by an Approved Franchisee may be satisfied by the Guarantors hereunder by paying the amount of Monthly Rent then in default; however, if the Guarantors have paid eight out of any twelve consecutive Monthly Rent payments in respect of any Agreement (with respect to such Agreement a "Significant Continuing Default"), upon any further Event of Default under such Agreement, the Guarantors shall, upon demand for payment under this Guaranty, repay all Obligations to Landlord and any arrears thereofunder such Agreement, and shall forthwith faithfully and punctually perform and fulfill all of PROVIDED, that the Tenant's Non-Monetary Obligations andGuarantors may satisfy such obligations, at their option, in addition thereto, shall forthwith pay to Landlord all reasonable attorneys' fees and disbursements incurred by Landlord or caused by any such default or the enforcement of this Guarantyeither manner provided in EXHIBIT C hereto. (b) Guarantor covenants that, within one hundred twenty (120) days after the end of each calendar year, it shall furnish Landlord current, certified financial statements satisfying the requirements of Paragraph 30.2

Guaranty of Payment and Performance. (a) Each Guarantor hereby guaranties jointly and severally guarantees to Landlord, absolutely, unconditionally the Lenders and irrevocably, (a) the Administrative Agent the full and prompt punctual payment of all sums which may when due (whether at any time become due under stated maturity, by required pre-payment, by acceleration or otherwise), as well as the Leaseperformance, including, but not limited to, Base Rent, Percentage Rent and Additional Rent, and all other sums and charges (collectively referred to as "Tenant's Monetary Obligations") which the Tenant is obligated to pay to or on behalf of Landlord or to pay to third parties under the provisions of the Lease, and (b) the full and timely performance and observance of all of the covenants, terms, conditions and agreements provided in Obligations of the Lease to be performed and observed by Tenant Borrower (collectively referred to in this (S)6.2 as the "TenantBorrower's Non-Monetary Obligations"), including all such which would become due but for the operation of the automatic stay pursuant to (S)362(a) of the Bankruptcy Code and the operation of (S)(S)502(b) and 506(b) of the Bankruptcy Code. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Borrower's Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Administrative Agent or any Lender first attempt to collect any of the Borrower's Obligations from the Borrower or any other Guarantor hereby covenants and agrees or resort to and with Landlord that if at any time Tenant shall fail to make collateral security or other means of obtaining payment. Should the Borrower default in the payment when due or performance of any of Tenantthe Borrower's Monetary Obligations, or if at any time Tenant shall fail the obligations of each Guarantor hereunder with respect to perform such Borrower's Obligations in default shall, upon demand by the Administrative Agent, become immediately due and observe when and as required any payable to the Administrative Agent, for the benefit of the Tenant's Non-Monetary Obligations, Guarantor shall forthwith pay the Tenant's Monetary Obligations to Landlord and any arrears thereofLenders, and shall forthwith faithfully and punctually perform and fulfill the Administrative Agent, without demand or notice of any nature, all of which are expressly waived by each Guarantor. Payments by each Guarantor hereunder may be required by the Tenant's Non-Monetary Obligations andAdministrative Agent on any number of occasions. All payments by each Guarantor hereunder shall be made to the Administrative Agent, in addition theretothe manner and at the place of payment specified therefor in this Agreement, shall forthwith pay to Landlord all reasonable attorneys' fees for the account of the Lenders and disbursements incurred by Landlord or caused by any such default or the enforcement of this GuarantyAdministrative Agent. (b) Notwithstanding any other term or provision of this (S)6 to the contrary, the Parent's liability as a Guarantor covenants thathereunder shall be limited in recourse to (i) the pledge of its ownership interests in the Borrower, within one hundred twenty and (120ii) days after an amount equal to the end sum of each calendar yearany payments, it distributions or other sums received by the Parent from the Borrower or any Subsidiary in violation of the Credit Agreement. For the avoidance of doubt, the Administrative Agent and the Lenders shall furnish Landlord currenthave no recourse against any other assets of the Parent or any of the Investors; provided, certified financial statements satisfying however, that the requirements limitation on liability of Paragraph 30.2the Parent provided in this (S)6.2.1(b) shall terminate and be void ab initio if the Parent asserts any invalidity of its guaranty made pursuant to this (S)6.2 or the Pledge Agreement.

Guaranty of Payment and Performance. (a) Guarantor GUARANTY BY WHITE MOUNTAINS OF FUND AMERICAN'S OBLIGATIONS. White Mountains (being referred to herein in its capacity as guarantor as a "GUARANTOR") hereby guaranties guarantees (such guaranty being hereinafter referred to Landlord, absolutely, unconditionally as the "WHITE MOUNTAINS GUARANTY") to the Lenders and irrevocably, (a) the Administrative Agent the full and prompt punctual payment of all sums which may when due (whether at any time become due under the Leasestated maturity, includingby required pre-payment, but not limited to, Base Rent, Percentage Rent and Additional Rent, and all other sums and charges (collectively referred to as "Tenant's Monetary Obligations"by acceleration or otherwise) which the Tenant is obligated to pay to or on behalf of Landlord or to pay to third parties under the provisions of the Lease, and (b) the full and timely performance and observance of all of the covenantsobligations of Fund American hereunder and under the other Loan Documents (including the principal of the Loans advanced to Fund American, termsall Reimbursement Obligations of Fund American in respect of Letters of Credit, conditions and agreements provided all interest, fees, expenses, indemnities and other amounts payable by Fund American hereunder), including all such which would become due but for the operation of the automatic stay pursuant to Section 362(a) of the Federal Bankruptcy Code and the operation of Section 502(b) of the Federal Bankruptcy Code. The White Mountains Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all such obligations of Fund American hereunder and under the other Loan Documents, and not of their collectibility only and is in no way conditioned upon any requirement that the Administrative Agent or any Lender first attempt to collect any of Fund American's obligations from Fund American or resort to any other means of obtaining payment. Should an Event of Default occur with respect to the payment or performance of any such obligations of Fund American, the obligations of White Mountains under the White Mountains Guaranty with respect to such obligations in default shall, upon demand by the Administrative Agent, become immediately due and payable to the Administrative Agent, for the benefit of the Lenders and the Administrative Agent, without demand or notice of any nature, all of which are expressly waived by White Mountains. Payments by White Mountains in respect of the White Mountains Guaranty may be required by the Administrative Agent on any number of occasions. All payments by White Mountains in respect of the White Mountains Guaranty shall be made to the Administrative Agent, in the Lease to be performed manner and observed by Tenant (collectively referred to as "Tenant's Non-Monetary Obligations"). Guarantor hereby covenants and agrees to and with Landlord that if at any time Tenant shall fail to make the place of payment when due of any of Tenant's Monetary Obligationsspecified hereunder, or if at any time Tenant shall fail to perform and observe when and as required any for the account of the Tenant's Non-Monetary Obligations, Guarantor shall forthwith pay Lenders and the Tenant's Monetary Obligations to Landlord and any arrears thereof, and shall forthwith faithfully and punctually perform and fulfill all of the Tenant's Non-Monetary Obligations and, in addition thereto, shall forthwith pay to Landlord all reasonable attorneys' fees and disbursements incurred by Landlord or caused by any such default or the enforcement of this GuarantyAdministrative Agent. (b) Guarantor covenants thatGUARANTY BY FUND AMERICAN OF WHITE MOUNTAINS' OBLIGATIONS. Fund American (being referred to herein in its capacity as guarantor as a "GUARANTOR" and together with White Mountains, within one hundred twenty in its capacity as a guarantor, as the "GUARANTORS") hereby guarantees (120such guaranty being hereinafter referred to as the "FUND AMERICAN GUARANTY" and together with the White Mountains Guaranty as the "GUARANTEES" and individually as a "GUARANTY") days after to the end Lenders and the Administrative Agent the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise) of each calendar yearall of the principal of the Loans advanced to White Mountains, it all Reimbursement Obligations of White Mountains in respect of Letters of Credit and all interest payable by White Mountains hereunder, including all such which would become due but for the operation of the automatic stay pursuant to Section 362(a) of the Federal Bankruptcy Code and the operation of Section 502(b) of the Federal Bankruptcy Code. The Fund American Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of White Mountains' obligations, PROVIDED THAT, unless (a) White Mountains is the subject of a voluntary or involuntary proceeding under federal or state bankruptcy, insolvency or similar law or (b) demand first being made on White Mountains is not otherwise required by the terms of the Certificate of Designation, Fund American's obligations in respect of the Fund American Guaranty are conditioned on demand having been made on White Mountains for the payment of White Mountains' obligations (the "Demand Requirement"). Payments by Fund American in respect of the Fund American Guaranty may be required by the Administrative Agent on any number of occasions. All payments by Fund American in respect of the Fund American Guaranty shall furnish Landlord currentbe made to the Administrative Agent, certified financial statements satisfying in the requirements manner and at the place of Paragraph 30.2payment specified hereunder, for the account of the Lenders and the Administrative Agent.

Guaranty of Payment and Performance. (a) Guarantor The Guarantors hereby guaranties jointly and severally guarantee to Landlord, absolutely, unconditionally and irrevocably, (a) BBL the full and prompt punctual payment of all sums which may when due (whether at any time become due under the Leasestated maturity, includingby required pre-payment, but not limited toby acceleration or otherwise), Base Rent, Percentage Rent and Additional Rent, and all other sums and charges (collectively referred to as "Tenant's Monetary Obligations") which the Tenant is obligated to pay to or on behalf of Landlord or to pay to third parties under the provisions of the Lease, and (b) the full and timely performance and observance of all of the covenantsObligations including all such which would become due but for the operation of the automatic stay pursuant to Section 362(a) of the Federal Bankruptcy Code and the operation of Section Section 502(b) and 506(b) of the Federal Bankruptcy Code. This Guaranty is an absolute, termsunconditional and continuing guaranty of the full and punctual payment of all of the Obligations and not of their collectibility only and is in no way conditioned upon any requirement that BBL first attempt to collect any of the Obligations from the Franchisee or any other guarantor of the Obligations, conditions and agreements provided or resort to any collateral security or other means of obtaining payment, provided, however, that during any period of a Significant Continuing Default (as defined below), upon request of the Guarantors (but without limiting BBL's rights absent such request), BBL will use its usual efforts to collect the Obligations subject to such Significant Continuing Default. Should the Franchisee default in the Lease to be performed and observed by Tenant (collectively referred to as "Tenant's Non-Monetary Obligations"). Guarantor hereby covenants and agrees to and with Landlord that if at any time Tenant shall fail to make payment when due or performance of any of Tenant's Monetary Obligationsthe Obligations and such default shall continue for 91 days, or if at any time Tenant shall fail to perform the joint and observe when and as required any several obligations of the TenantGuarantors hereunder with respect to such Obligations in default shall become immediately due and payable to BBL, upon demand. Payments by the Guarantors hereunder may be required by BBL on any number of occasions. Demands by BBL in respect of any defaulted Monthly Rent payments by the Franchisee may be satisfied by the Guarantors hereunder by paying the amount of Monthly Rent then in default; however, if the Guarantors have paid eight out of any twelve consecutive Monthly Rent payments in respect of any Agreement (with respect to such Agreement, a "Significant Continuing Default"), upon any further Event of Default under such Agreement, the Guarantors shall, upon demand for payment under this Guaranty, repay all Obligations under such Agreement, provided, that the Guarantors may satisfy such obligations, at their option, in either manner provided in Exhibit D attached hereto. Section Guarantor's Non-Monetary ObligationsAgreement to Pay Enforcement Costs, Guarantor shall forthwith Etc. The Guarantors further agree, as the principal obligors and not as guarantors only, to pay to BBL, on demand, all costs and expenses (including court costs and legal expenses) incurred or expended by BBL in connection with this Guaranty and the Tenant's Monetary Obligations to Landlord and any arrears enforcement thereof, and together with interest on amounts recoverable under this Section 3 from the time when such amounts become due until payment, whether before or after judgment, at the rate of interest for overdue amounts set forth in the Agreements, provided that if such interest exceeds the maximum amount permitted to be paid under applicable law, then such interest shall forthwith faithfully and punctually perform and fulfill all be reduced to such maximum permitted amount. Section Limitation of the Tenant's Non-Monetary Obligations and, in addition thereto, shall forthwith pay to Landlord all reasonable attorneys' fees and disbursements incurred by Landlord or caused by any such default or the enforcement of this Guaranty. (b) Guarantor covenants that, within one hundred twenty (120) days after the end of each calendar year, it shall furnish Landlord current, certified financial statements satisfying the requirements of Paragraph 30.2Liability. 4

Guaranty of Payment and Performance. (a) The Guarantor hereby guaranties guarantees to Landlord, absolutely, unconditionally the Banks and irrevocably, (a) the Agent the full and prompt punctual payment of all sums which may when due (whether at any time become due under stated maturity, by required pre- payment, by acceleration or otherwise), as well as the Leaseperformance, including, but not limited to, Base Rent, Percentage Rent and Additional Rent, and all other sums and charges (collectively referred to as "Tenant's Monetary Obligations") which the Tenant is obligated to pay to or on behalf of Landlord or to pay to third parties under the provisions of the Lease, and (b) the full and timely performance and observance of all of the covenantsObligations including all such which would become due but for the operation of the automatic stay pursuant to Section 362(a) of the Federal Bankruptcy Code and the operation of Section Section 502(b) and 506(b) of the Federal Bankruptcy Code. This Guaranty is an absolute, terms, conditions unconditional and agreements provided continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Agent or any Bank first attempt to collect any of the Obligations from the Company or resort to any collateral security or other means of obtaining payment. Should the Company default in the Lease to be performed and observed by Tenant (collectively referred to as "Tenant's Non-Monetary Obligations"). Guarantor hereby covenants and agrees to and with Landlord that if at any time Tenant shall fail to make payment when due or performance of any of Tenant's Monetary the Obligations, or if at any time Tenant shall fail to perform and observe when and as required any the obligations of the TenantGuarantor hereunder with respect to such Obligations in default shall, upon demand by the Agent, become immediately due and payable to the Agent, for the benefit of the Banks and the Agent, without demand or notice of any nature, all of which are expressly waived by the Guarantor. Payments by the Guarantor hereunder may be required by the Agent on any number of occasions. All payments by the Guarantor hereunder shall be made to the Agent, in the manner and at the place of payment specified therefor in the Loan Agreement, for the account of the Banks and the Agent and shall be made without setoff or counterclaim and free and clear of and without deduction for any income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions, withholdings, now or hereinafter imposed, levied or collected, withheld or assessed by any governmental authority, agency or instrumentality excluding, in the case of the Agent and each Bank, net income and franchise taxes imposed on the Agent or such Bank by the jurisdiction under the laws of which such Agent or such Bank is organized or any political subdivision thereof or taxing or other authority therein unless the Guarantor is compelled by law to make such deduction or withholding. Notwithstanding anything to the contrary in this Guaranty, the Guarantor's Non-Monetary Obligationsliability hereunder shall be limited to an amount equal to $24,800,000, Guarantor shall forthwith pay plus, without limitation as to the Tenant's Monetary Obligations to Landlord and any arrears amounts thereof, all interest (but only to the extent such interest accrues at the rates (including default rates) expressly contemplated by the Credit Agreement as in effect on the date hereof), banking charges, commissions, costs and shall forthwith faithfully and punctually perform and fulfill all reasonable expenses chargeable to the Company in respect of the TenantObligations (but only to the extent such Obligations are expressly provided for in the Credit Agreement as in effect on the date hereof), plus all interest and other costs and expenses payable by such Guarantor pursuant to Section 3 hereof. The Agent's Non-Monetary Obligations and, in addition thereto, shall forthwith pay and the Bank's dealings with the Company need not be limited to Landlord all reasonable attorneys' fees and disbursements incurred by Landlord or caused by any such default or particular sum notwithstanding any limitation herein upon the enforcement liability of this Guarantythe Guarantor. (b) Guarantor covenants that, within one hundred twenty (120) days after the end of each calendar year, it shall furnish Landlord current, certified financial statements satisfying the requirements of Paragraph 30.2

Guaranty of Payment and Performance. (a) The Guarantor hereby guaranties jointly and severally guarantees to Landlordthe Lender the full and punctual payment when due (whether at stated maturity, absolutelyby required pre-payment, unconditionally and irrevocablyby acceleration or otherwise), of (a) the full principal of and prompt payment of all sums which may at any time become due premium, if any, and interest on the Loan made to the Borrower under the LeaseCredit Agreement, (b) obligations of the Borrower under the Note held by the Lender, and (c) all other monetary Obligations of the Borrower to the Lender, including, without limitation, all fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise, in each case whether now in existence or hereafter incurred or arising, including all such interest, fees, costs or charges which would become due but not limited to, Base Rent, Percentage Rent and Additional Rent, and all other sums and charges (collectively referred to as "Tenant's Monetary Obligations") which for the Tenant is obligated to pay to or on behalf of Landlord or to pay to third parties under the provisions operation of the Leaseautomatic stay pursuant to Section 362(a) of the Federal Bankruptcy Code and the operation of Sections 502(b) and 506(b) of the Federal Bankruptcy Code (collectively, the "GUARANTEED OBLIGATIONS"). This Guaranty is an absolute, unconditional and (b) continuing guaranty of the full and timely performance and observance of all of the covenants, terms, conditions and agreements provided in the Lease to be performed and observed by Tenant (collectively referred to as "Tenant's Non-Monetary Obligations"). Guarantor hereby covenants and agrees to and with Landlord that if at any time Tenant shall fail to make punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise) of all the Guaranteed Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Lender first attempt to collect any of the Guaranteed Obligations from the Borrower or any other Person primarily or secondarily liable with respect to any of the Guaranteed Obligations or resort to any collateral security or other means of obtaining payment. Should the Borrower default in the payment or performance of any of Tenant's Monetary the Guaranteed Obligations, or if at any time Tenant shall fail to perform and observe when and as required any the obligations of the Tenant's Non-Monetary ObligationsGuarantor hereunder with respect to such Guaranteed Obligations in default shall become immediately due and payable to the Lender without demand or notice of any nature, Guarantor shall forthwith pay the Tenant's Monetary Obligations to Landlord and any arrears thereof, and shall forthwith faithfully and punctually perform and fulfill all of which are expressly waived by the Tenant's Non-Monetary Obligations andGuarantor. Payments by the Guarantor hereunder may be required by the Lender on any number of occasions. All payments by the Guarantor hereunder shall be made to the Lender, in addition theretothe manner and at the place of payment specified therefor in the Credit Agreement, shall forthwith pay to Landlord all reasonable attorneys' fees and disbursements incurred by Landlord or caused by any such default or for the enforcement account of this Guarantythe Lender. (b) Guarantor covenants that, within one hundred twenty (120) days after the end of each calendar year, it shall furnish Landlord current, certified financial statements satisfying the requirements of Paragraph 30.2

Guaranty of Payment and Performance. (aA) The Guarantor hereby guaranties to Landlord, absolutely, unconditionally and irrevocably, (a) absolutely and unconditionally guarantees and becomes surety for the full and prompt payment of all sums which may at any time become due under the Leaseand performance when due, includingwhether by acceleration or otherwise, but not limited to, Base Rent, Percentage Rent and Additional Rent, and all other sums and charges (collectively referred to as "Tenant's Monetary Obligations") which the Tenant is obligated to pay to or on behalf of Landlord or to pay to third parties under the provisions of the Lease, and (b) the full and timely performance and observance of all of the covenantsObligations of the Borrowers to the Lender, termsincluding, conditions without limitation, all extensions, renewals, and agreements provided refinancings of the Obligations: (i) Whether such Obligations are principal, interest, fees, costs, expenses or otherwise; (ii) Whether such Obligations exist now or are hereafter incurred; (iii) Whether such Obligations arise from or under the Loan Agreement, the other Loan Documents or any other agreement now or hereafter executed by the Borrowers with or for the benefit of the Lender related to the Loan Agreement or pursuant thereto; (iv) Whether such Obligations are direct, indirect, primary, absolute, secondary, contingent, secured, unsecured, matured, or unmatured; (v) Whether such Obligations are contracted for by the Borrowers alone or jointly and severally with another or others; (vi) Whether such Obligations are from time to time reduced and thereafter increased or entirely extinguished and thereafter reincurred; and (vii) Whether such Obligations are incurred by the Borrowers prior to, during, or after any filing by the Borrowers or against the Borrowers of any petition or request for liquidation, reorganization, arrangement, adjudication as a bankrupt, relief as a debtor, or other relief under bankruptcy, insolvency, or similar laws now or hereafter in effect in the Lease to be performed and observed by Tenant (collectively referred to as "Tenant's Non-Monetary Obligations"). Guarantor hereby covenants and agrees to and with Landlord that if at United States of America or any time Tenant shall fail to make payment when due of state or territory thereof or any of Tenant's Monetary Obligations, or if at any time Tenant shall fail to perform and observe when and as required any of the Tenant's Non-Monetary Obligations, Guarantor shall forthwith pay the Tenant's Monetary Obligations to Landlord and any arrears thereofforeign jurisdiction, and shall forthwith faithfully and punctually perform and fulfill all of notwithstanding the Tenant's NonBorrowers’ legal status as a debtor or a debtor-Monetary Obligations and, in-possession or the Borrowers’ discharge in addition thereto, shall forthwith pay to Landlord all reasonable attorneys' fees and disbursements incurred by Landlord or caused by any such default or the enforcement of this Guarantyproceeding. (bB) The Guarantor covenants hereby acknowledges and agrees that: (i) Although applicable bankruptcy or insolvency laws may relieve all or part of the Borrowers’ Obligations for interest, within one hundred twenty default interest, fees, costs, or expenses under the Loan Documents or otherwise, the Guarantor shall continue to be liable for such Obligations as if bankruptcy or insolvency of the Borrowers had not occurred; (120ii) days after The Obligations of the end Guarantor under this Guaranty may exceed allowable Obligations of each calendar year, it shall furnish Landlord current, certified financial statements satisfying the requirements of Paragraph 30.2Borrowers to the Lender under such bankruptcy and insolvency laws; and (iii) The Guarantor’s liability to the Lender hereunder may not be co-extensive with the Borrowers’ liability to the Lender under the Loan Agreement or otherwise.

Guaranty of Payment and Performance. (a) Guarantor hereby guaranties to LandlordThe Guarantors jointly and severally, absolutely, unconditionally for the benefit of the NHL and irrevocablythe Grantors, (ai) guarantee the full and prompt punctual payment and performance of all sums which may at any time become due under debts, obligations and liabilities of the LeaseExpansion Club, whether now or hereafter arising and however incurred, including, but not limited to, Base Rentall debts, Percentage Rent obligations and Additional Rentliabilities of the Expansion Club under the Expansion Agreement (including, but not limited to, any obligation of the Expansion Club to pay liquidated damages under section 7.1 of the Expansion Agreement); and (ii) agree and guarantee to provide to the Expansion Club such amounts as from to time may be necessary for the Expansion Club to (A) maintain a minimum of $5 million of Net Working Capital from and after the Closing Date (or provide the line of credit or letter of credit described in section 5.12(a) of the Expansion Agreement), and (B) otherwise pay all other sums Operating Expenses in the ordinary course and charges in a timely fashion ((i) and (ii) are collectively referred to herein as the "Tenant's Monetary Obligations") which the Tenant is obligated to pay to or on behalf of Landlord or to pay to third parties under the provisions of the Lease, and (b) the full and timely performance and observance of all of the covenants, terms, conditions and agreements provided in the Lease to be performed and observed by Tenant (collectively referred to as "Tenant's Non-Monetary Guaranteed Obligations"); provided, however, that the aggregate amount of Guaranteed Obligations for which (x) Craig Leipold may be liable under this Guaranty shall not exceed $10 xxxxxxx xxx (y) the Guarantors listed on schedule 1 may be liable under this Guaranty shall not exceed an aggregate amount of an additional $15 million. Guarantor hereby covenants and agrees The Guarantors described in clause (y) of the preceding sentence shall be deemed to and with Landlord that have satisfied their obligations under this Guaranty if at any time Tenant all times they provide to the NHL an irrevocable Letter of Credit in the amount of $15 million, which shall fail be in form and substance, and from a commercial bank, satisfactory to the Commissioner in his sole discretion, and which shall be drawable by the Grantors and the NHL whenever such Guarantors would have been obligated to make a payment when due of any of Tenant's Monetary Obligations, or if at any time Tenant shall fail to perform and observe when and as required any of the Tenant's Non-Monetary Obligations, Guarantor shall forthwith pay the Tenant's Monetary Obligations to Landlord and any arrears thereof, and shall forthwith faithfully and punctually perform and fulfill all of the Tenant's Non-Monetary Obligations and, in addition thereto, shall forthwith pay to Landlord all reasonable attorneys' fees and disbursements incurred by Landlord or caused by any such default or the enforcement of under this Guaranty. (b) Guarantor covenants thatThis is an absolute, within one hundred twenty unconditional, irrevocable, unlimited and continuing guaranty of performance and payment (120and not only of collection) days after of the end Guaranteed Obligations and shall remain in full force and effect and shall be binding upon the Guarantors so long as there are any Guaranteed Obligations outstanding, regardless of whether there was a period of time when no Guaranteed Obligations were outstanding. The liability of the Guarantors shall be effective immediately and shall be payable on demand by the NHL, acting on its own behalf or as agent for the Grantors. The NHL and the Grantors may obtain recovery from each calendar yearof the Guarantors in all cases without first making, it pursuing or exhausting any demand, claim or remedy against the Expansion Club, any other Guarantor, or any other person, or against any collateral for the Guaranteed Obligations or any other property. Neither the NHL nor any of the Grantors shall furnish Landlord currenthave any duty to collect or protect any collateral or any income thereon, certified financial statements satisfying the requirements of Paragraph 30.2or to preserve any rights against other parties.

Guaranty of Payment and Performance. (a) Guarantor The undersigned Guarantors hereby guaranties to unconditionally guaranty the full payment and performance of each and every term, covenant and condition of that certain Commercial Lease Agreement by and between Zoned Properties, Inc., as Landlord, absolutelyand CCC Holdings, unconditionally and irrevocablyLLC, (a) the full and prompt payment of all sums which may at any time become due under the Leaseas Tenant, to be performed by Tenant including, but not limited toto the payment of the monthly rent to Landlord and the performance of all obligations of Tenant with regard to the “Premises” described in the Lease. The undersigned further agree that this Guaranty shall not be released, Base Rentdiminished or otherwise affected by any assignment, Percentage Rent subletting or transfer of the business at issue or the leased premises or by the bankruptcy, reorganization or insolvency of Tenant or of any successor(s) or assignee(s) of Tenant or by the granting of extensions of time by the owner(s) of the Premises at issue for performance of any of the terms and Additional Rentprovisions of said Lease. The liability of the undersigned under this Guaranty shall be primary and, in any right of action which shall accrue to Landlord and/or to its successors and/or assigns under said lease, Landlord and/or its successors and/or assigns, Landlord, its successors and/or assigns may, at their option, proceed against the undersigned without having commenced any action against Tenant or against any successors or assigns of Tenant. The undersigned agree to pay Landlord’s reasonable attorney fees, all reasonable costs and all other sums and charges (collectively referred reasonable expenses incurred in enforcing this Guaranty, regardless of whether a lawsuit is filed or contested. The undersigned hereby waive notice of any demand by Landlord, its successor and/or assigns, as well as any notice of default given to as "Tenant's Monetary Obligations") which the Tenant is obligated to pay to or on behalf of Landlord or to pay to third parties under the provisions any successor(s) or assign(s) of the LeaseTenant. The undersigned waive any right, and (b) the full and timely performance and observance of all of the covenantsstatutory or otherwise, terms, conditions and agreements provided in the Lease to be performed and observed discharged from liability hereunder by reason of Landlord’s failure, after demand from the undersigned, to bring suit against Tenant. The undersigned Guarantors or assignee(s) of Tenant (collectively referred to as "Tenant's Non-Monetary Obligations"). Guarantor hereby covenants and agrees to and with Landlord that if at any time Tenant shall fail to make payment when due of any of Tenant's Monetary Obligations, or if at any time Tenant shall fail to perform and observe when and as required any of the Tenant's Non-Monetary Obligations, Guarantor shall forthwith pay the Tenant's Monetary Obligations to Landlord and any arrears thereof, and shall forthwith faithfully and punctually perform and fulfill all of the Tenant's Non-Monetary Obligations and, in addition thereto, shall forthwith pay to Landlord all reasonable attorneys' fees and disbursements incurred by Landlord or caused by any such default or the enforcement waive Landlord’s written acceptance of this Guaranty. (b) Guarantor covenants that. /s/ Xxxx Xxxxxx 8/11/2015 Xxxx Xxxxxx, within one hundred twenty (120) days after the end of each calendar yearIndividually Date SUBSCRIBED AND SWORN to before me this 11th day of. August, it shall furnish Landlord current, certified financial statements satisfying the requirements of Paragraph 30.22015

Guaranty of Payment and Performance. The Guarantor, intending to be bound as an accommodation party for the Borrower, jointly and severally, absolutely and unconditionally guarantees the following obligations and/or liabilities (collectively, the "Guaranteed Principal"): (a) Guarantor hereby guaranties to Landlord, absolutely, unconditionally and irrevocably, (a) the full and The prompt payment in full by the Borrower of all sums which may at any time become due principal obligations under the Lease, including, but not limited to, Base Rent, Percentage Rent and Additional Rent, and all other sums and charges (collectively referred to as "Tenant's Monetary Obligations") which the Tenant is obligated to pay to or on behalf of Landlord or to pay to third parties under the provisions of the Lease, and Revolving Credit Notes; and (b) the full punctual and timely faithful performance and observance by the Borrower of all of the covenants, terms, conditions other obligations and agreements provided in the Lease undertakings to be performed or observed pursuant to the Loan Agreement and observed by Tenant the other Borrower Documents not included in the Other Guaranteed Amounts defined below. In addition to the Guaranteed Principal, the Guarantor, intending to be bound as an accommodation party for the Borrower, jointly and severally, absolutely and unconditionally guarantees the following obligations and/or liabilities (collectively referred collectively, the "Other Guaranteed Amounts"): (x) any and all interest accruing on the Guaranteed Principal under the Revolving Credit Notes, the Loan Agreement and/or any other of the Borrower Documents; and (y) that the Guarantor will, upon demand, pay to as the Lender any and all fees, charges and costs of collecting the Guaranteed Principal and/or Other Guaranteed Amounts or otherwise enforcing the Lender's rights under this Agreement, including without limitation, the reasonable fees and expenses of the Lender's counsel. Notwithstanding the foregoing, the maximum aggregate liability of the Guaranty under this Agreement for the Guaranteed Principal shall not exceed Ten Million One Hundred Twenty Five Thousand and 00/100 Dollars ($10,125,000.00) (the "Tenant's Non-Monetary ObligationsGuarantor Maximum"). The Guaranteed Principal, limited to the Guarantor hereby covenants Maximum, and agrees the Other Guaranteed Amounts are sometimes referenced in this Agreement as the "Guaranteed Obligations." The Guaranteed Obligations under this Agreement shall be in addition to and with Landlord that if at any time Tenant shall fail to make payment when due of any of Tenant's Monetary Obligations, or if at any time Tenant shall fail to perform and observe when and as required any the maximum aggregate liability of the Tenant's Non-Monetary Obligations, Guarantor shall forthwith pay the Tenant's Monetary Obligations to Landlord and or any arrears thereof, and shall forthwith faithfully and punctually perform and fulfill all other guarantor of the Tenant's Non-Monetary Obligations and, in addition thereto, shall forthwith pay to Landlord all reasonable attorneys' fees and disbursements incurred by Landlord Lender under any Guaranty Agreement of the Guarantor or caused by any such default other guarantor heretofore or the enforcement of this Guarantyhereafter given. (b) Guarantor covenants that, within one hundred twenty (120) days after the end of each calendar year, it shall furnish Landlord current, certified financial statements satisfying the requirements of Paragraph 30.2