Common use of Guaranty of Payment Clause in Contracts

Guaranty of Payment. Each Guarantor unconditionally and irrevocably guarantees to each of the Administrative Agent, the Collateral Agent, the Lenders and each of their Affiliates party to a Covered Swap Agreement (individually a “Guaranteed Party” and collectively, the “Guaranteed Parties”) the punctual payment of all sums now owing or which may in the future be owing by the Borrower under the Facility Documents, when the same are due and payable, whether on demand, at stated maturity, by acceleration or otherwise, and whether for principal, interest, fees, expenses, indemnification or otherwise (all of the foregoing sums being the “Liabilities”). Upon failure by the Borrower to pay punctually any Liability, each of the Guarantors agrees that it shall forthwith on demand pay to the Administrative Agent for the benefit of the Guaranteed Parties (or in the case of amounts owing under a Covered Swap Agreement, to the applicable Guaranteed Party) the amount not so paid at the place and in the manner specified in the applicable Facility Document. The Liabilities include, without limitation, interest accruing after the commencement of a proceeding under bankruptcy, insolvency or similar laws of any jurisdiction at the rate or rates provided in the Facility Documents. This Guaranty is a guaranty of payment and not of collection only. The Guaranteed Parties shall not be required to exhaust any right or remedy or take any action against the Borrower or any other person or entity or any collateral. Each Guarantor agrees that, as between such Guarantor and the Guaranteed Parties, the Liabilities may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards the Borrower and that in the event of a declaration or attempted declaration, the Liabilities shall immediately become due and payable by such Guarantor for the purposes of this Guaranty. All liabilities of the Guarantors hereunder shall be the joint and several liabilities of each Guarantor.

Guaranty of Payment. Each The Guarantor unconditionally and irrevocably guarantees to each of the Administrative Agent, the Collateral Agent, the Lenders and Lenders, each of their Affiliates party to a Covered Swap Agreement and each other Secured Creditor (individually individually, a “Guaranteed Party” ”, and collectively, the “Guaranteed Parties”) the punctual payment of all sums now owing or which may in the future be owing by the Borrower Subsidiary Borrowers under the Facility Documents, when the same are due and payable, whether on demand, at stated maturity, by acceleration or otherwise, and whether for principal, interest, fees, expenses, indemnification or otherwise (all of the foregoing sums being the “Liabilities”). Upon failure by the any Subsidiary Borrower to pay punctually any Liability, each of the Guarantors Guarantor agrees that it shall forthwith on demand pay to the Administrative Agent for the benefit of the Guaranteed Parties (or in the case of amounts owing under a Covered Swap Agreement, to the applicable Guaranteed Party) the amount not so paid at the place and in the manner specified in the applicable Facility Document. The Liabilities include, without limitation, interest accruing after the commencement of a proceeding under bankruptcy, insolvency or similar laws of any jurisdiction at the rate or rates provided in the Facility Documents. This Guaranty is a guaranty guarantee of payment and not of collection only. The Guaranteed Parties shall not be required to exhaust any right or remedy or take any action against the Borrower Subsidiary Borrowers or any other person or entity or any collateralCollateral. Each The Guarantor agrees that, as between such the Guarantor and the Guaranteed Parties, the Liabilities may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards any of the Borrower Subsidiary Borrowers and that in the event of a declaration or attempted declaration, the Liabilities shall immediately become due and payable by such the Guarantor for the purposes of this Guaranty. All liabilities of the Guarantors hereunder shall be the joint and several liabilities of each Guarantor.

Guaranty of Payment. Each Guarantor hereby unconditionally and irrevocably guarantees to each Lender the punctual payment when due, whether by lapse of time, by acceleration of maturity, or otherwise, of all principal, interest (including interest accruing after maturity and after the commencement of any bankruptcy or insolvency proceeding by or against Borrower, whether or not allowed in such proceeding), prepayment premiums, fees, late charges, costs, expenses, indemnification indebtedness, and other sums of money now or hereafter due and owing, or which Borrower is obligated to pay, pursuant to the terms of the Administrative AgentNote, the Collateral AgentLoan Agreement, the Lenders Security Agreements by and each between Borrower and Lender (the “Security Agreements”), any application, agreement, note or other document executed and delivered by Borrower in connection with any Loan, or any of their Affiliates party the other Loan Documents, including, without limitation, any letter of credit issued by Lender in connection with the Loan, as the same may from time to a Covered Swap Agreement time be amended, supplemented, restated or otherwise modified (individually a “Guaranteed Party” and collectively, the “Guaranteed Parties”) the punctual payment of all sums now owing or which may in the future be owing by the Borrower under the Facility Documents, when the same are due and payable, whether on demand, at stated maturity, by acceleration or otherwise, and whether for principal, interest, fees, expenses, indemnification or otherwise (all of the foregoing sums being the “LiabilitiesIndebtedness”). Upon failure The Indebtedness includes all reasonable costs and expenses incurred by the Borrower Lender in seeking to pay punctually any Liability, each of the Guarantors agrees that it shall forthwith on demand pay enforce Lender’s rights and remedies with respect to the Administrative Agent for the benefit of the Guaranteed Parties (Indebtedness, and to protect, defend, maintain or in the case of amounts owing under a Covered Swap Agreementenforce Lender’s liens or security interests, to the applicable Guaranteed Party) the amount not so paid at the place and in the manner specified in the applicable Facility Document. The Liabilities includeincluding, without limitation, interest accruing after the commencement collection costs, default rates of a proceeding under bankruptcyinterest, insolvency reasonable attorneys’ fees and costs at trial and appellate levels and related costs, and costs of alternative dispute resolution, whether or similar laws of any jurisdiction at the rate not suit is filed or rates provided in the Facility Documentsother proceedings are initiated thereon. This Guaranty covers the Indebtedness presently outstanding and the Indebtedness arising subsequent to the date hereof, including all amounts advanced by Lender in stages or installments. The guaranty of Guarantor as set forth in this Section is a continuing guaranty of payment and not a guaranty of collection onlycollection. The foregoing obligations guaranteed under this Section are defined as the “Guaranteed Payment Obligations”. The Guaranteed Parties shall not be required to exhaust any right or remedy or take any action against the Borrower or any other person or entity or any collateral. Each Guarantor agrees that, Payment Obligations are included as between such Guarantor and part of the Guaranteed Parties, the Liabilities may be declared to be due and payable Obligations for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards the Borrower and that in the event of a declaration or attempted declaration, the Liabilities shall immediately become due and payable by such Guarantor for the all purposes of this Guaranty. All liabilities of the Guarantors hereunder shall be the joint and several liabilities of each Guarantor.

Guaranty of Payment. Each Guarantor hereby unconditionally and irrevocably guarantees to each of Purchasers the Administrative Agent, the Collateral Agent, the Lenders full payment and each of their Affiliates party to a Covered Swap Agreement (individually a “Guaranteed Party” and collectively, the “Guaranteed Parties”) the punctual payment of all sums now owing or which may in the future be owing by the Borrower under the Facility Documentsperformance, when the same are due and payable, whether on demand, at stated maturitydue, by acceleration or otherwise, of all past, present, and whether for principalfuture indebtedness, interestliabilities, fees, expenses, indemnification or otherwise (all and obligations of the foregoing sums Company to Purchasers of any kind and description arising in connection with the Purchase Agreement, the Bridge Notes, the Stock Pledge Agreement, and this Guaranty Agreement (collectively, the "Bridge Note Purchase Documents"), whether direct or indirect, absolute or contingent, or due or to become due (collectively, the "Obligations"), it being understood by all the “Liabilities”). Upon failure by parties hereto that such guaranty of payment is limited to the Borrower to pay punctually any Liability, each value of the Guarantors agrees that it shall forthwith on demand pay Pledged Securities at such time any action is taken with respect to the Administrative Agent for Pledged Securities pursuant to any Event of Default hereunder and that the benefit parties hereto have no other recourse to the property and assets of the Guaranteed Parties (or in Guarantor other than the case of amounts owing under a Covered Swap Agreement, to the applicable Guaranteed Party) the amount not so paid at the place and in the manner specified in the applicable Facility Document. The Liabilities include, without limitation, interest accruing after the commencement of a proceeding under bankruptcy, insolvency or similar laws of any jurisdiction at the rate or rates provided in the Facility DocumentsPledged Securities. This Guaranty shall only relate to the Obligations and not to any other obligations of the Company which now or hereafter may be held by Purchasers and their respective successors and assigns. The guaranty of Guarantor as set forth in this section is a an absolute, continuing, primary, and unconditional guaranty of payment and not of collection onlycollection. The Guaranteed Parties If a claim is ever made upon Purchasers for the repayment or recovery of any amount or amounts received by Purchasers in payment of any of the Obligations and Purchasers repay all or part of such amount by reason of (a) any judgment, decree, or order of any court or administrative body having jurisdiction over Purchasers or any of their property, or (b) any settlement or compromise of any such claim effected by the Purchasers with any such claimant, including the Company, then in such event Guarantor agrees that any such judgment, decree, order, settlement, or compromise shall not be required to exhaust any right or remedy or take any action binding upon Guarantor as if against the Borrower Guarantor and in favor of the Purchasers, notwithstanding any revocation hereof or the cancellation of any promissory note or other instrument evidencing any of the Obligations, and Guarantor shall be and remain obligated to Purchasers hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by Purchasers, such amount to be included in the term "Obligations." This Guaranty may be enforced by Purchasers against Guarantor without the necessity at any time of Purchasers (a) resorting to or exhausting any other person security or entity collateral now or hereafter pledged, assigned, or granted to Purchasers and without the necessity at any collateral. Each time of Purchasers' having recourse against the Company on the Bridge Notes, or (b) exercising any other rights available to them under the Bridge Note Purchase Documents if neither the Company nor Guarantor agrees that, as between such Guarantor and timely performs the Guaranteed Parties, the Liabilities may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards the Borrower and that in the event of a declaration or attempted declaration, the Liabilities shall immediately become due and payable by such Guarantor for the purposes of this Guaranty. All liabilities obligations of the Guarantors hereunder shall be the joint and several liabilities of each GuarantorCompany thereunder.

Guaranty of Payment. Each Guarantor hereby unconditionally and irrevocably guarantees to each of Lenders the Administrative Agentpayment, the Collateral Agent, the Lenders as and each of their Affiliates party to a Covered Swap Agreement (individually a “Guaranteed Party” and collectively, the “Guaranteed Parties”) the punctual payment of all sums now owing or which may in the future be owing by the Borrower under the Facility Documents, when the same are shall be due and payable, whether on demand, at stated maturityby lapse of time, by acceleration of maturity or otherwise, and whether for at all times thereafter, of all principal, interest, fees, costs, expenses, indemnification indebtedness and other Obligations now or otherwise hereafter due and owing to Lenders pursuant to the Credit Agreement, the Notes, and the other Loan Documents, and all renewals, extensions, refinancings, modifications or amendments of such indebtedness or any part thereof (all of the foregoing sums being herein collectively called the “LiabilitiesIndebtedness”). Upon failure by This Guaranty covers the Borrower to pay punctually any Liability, each of the Guarantors agrees that it shall forthwith on demand pay Indebtedness whether presently outstanding or arising subsequent to the Administrative Agent for the benefit of the Guaranteed Parties (date hereof including any and all amounts advanced by Lenders in stages or in the case of amounts owing under a Covered Swap Agreement, to the applicable Guaranteed Party) the amount not so paid at the place and in the manner specified in the applicable Facility Documentinstallments. The Liabilities include, without limitation, interest accruing after the commencement guaranty of a proceeding under bankruptcy, insolvency or similar laws of any jurisdiction at the rate or rates provided Guarantor as set forth in the Facility Documents. This Guaranty this paragraph is a guaranty of payment and not of collection onlycollection. The Guaranteed Parties amounts payable by Guarantor under this Guaranty (which amounts shall not be required to exhaust any right or remedy or take any action against include the Borrower or any other person or entity or any collateral. Each obligations of Guarantor agrees that, as between such Guarantor under both this paragraph and the Guaranteed Parties, the Liabilities may be declared to paragraph 2 below) shall be due and payable for immediately upon receipt by Guarantor of written notice of the purposes amounts which are so due and payable. Guarantor has been supplied a copy of the Credit Agreement and, in particular, has been advised of, read and understood Section 5.6 thereof. To the extent that Guaranty Proceeds are actually distributed to holders of Senior Debt, Guarantor understands and agrees that the Guaranteed Obligation shall not be deemed reduced by any such payment and Guarantor will continue to make payments pursuant to this Guaranty notwithstanding until such time as the Guaranteed Obligation has been paid in full after taking into effect any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards the Borrower and that in the event distributions of a declaration or attempted declaration, the Liabilities shall immediately become due and payable by such Guarantor for the purposes of this Guaranty. All liabilities Guaranty Proceeds to holders of the Guarantors hereunder shall be the joint and several liabilities of each GuarantorSenior Debt.

Guaranty of Payment. Each For good and valuable consideration, Guarantor absolutely and unconditionally guarantees, jointly and irrevocably guarantees to each severally with any and all other guarantors now or hereafter guarantying the Note, full and punctual payment and satisfaction of the Administrative AgentIndebtedness of Borrower to Lender, and the Collateral Agent, the Lenders performance and each of their Affiliates party to a Covered Swap Agreement (individually a “Guaranteed Party” and collectively, the “Guaranteed Parties”) the punctual payment discharge of all sums now owing or which may in the future be owing by the Borrower Borrower’s obligations under the Facility Documents, when Note and the same are due and payable, whether on demand, at stated maturity, by acceleration or otherwise, and whether for principal, interest, fees, expenses, indemnification or otherwise (all of the foregoing sums being the “Liabilities”). Upon failure by the Borrower to pay punctually any Liability, each of the Guarantors agrees that it shall forthwith on demand pay to the Administrative Agent for the benefit of the Guaranteed Parties (or in the case of amounts owing under a Covered Swap Agreement, to the applicable Guaranteed Party) the amount not so paid at the place and in the manner specified in the applicable Facility Document. The Liabilities include, without limitation, interest accruing after the commencement of a proceeding under bankruptcy, insolvency or similar laws of any jurisdiction at the rate or rates provided in the Facility Loan Documents. This Guaranty is a guaranty of payment and performance and not of collection onlycollection. The Guaranteed Parties shall Lender may enforce this Guaranty against Guarantor even when Lender has not be required to exhaust any right commenced or remedy or take any action exhausted Lender’s remedies against the Borrower or any other person party obligated to pay the Indebtedness or entity against any collateral securing the Indebtedness, this Guaranty or any collateralother guaranty of the Indebtedness. Each Guarantor agrees thatwill make any payments to Lender or its order, as between such Guarantor on demand, in legal tender of the United States of America, in same-day funds, without set-off or deduction or counterclaim, and will otherwise perform Borrower’s obligations under the Note and the Guaranteed PartiesLoan Documents. Under this Guaranty, Guarantor’s liability is unlimited and Guarantor’s obligations are continuing. If Lender presently holds one or more guaranties, or hereafter receives additional guaranties from Guarantor, Lender’s rights under all guaranties shall be cumulative. This Guaranty shall not (unless specifically provided below to the Liabilities may contrary) affect or invalidate any such other guaranties. Guarantor’s liability will be declared to be due and payable for Guarantor’s aggregate liability under the purposes terms of this Guaranty notwithstanding and any stay, injunction or such other prohibition which may prevent, delay or vitiate any declaration as regards the Borrower and that in the event of a declaration or attempted declaration, the Liabilities shall immediately become due and payable by such Guarantor for the purposes of this Guaranty. All liabilities of the Guarantors hereunder shall be the joint and several liabilities of each Guarantorunterminated guaranties.

Guaranty of Payment. Each Guarantor unconditionally hereby assumes liability for and irrevocably guarantees payment to each Lender of all principal of, prepayment premium (if any) and interest due under the Administrative AgentNotes and payment of all other obligations and liabilities or sums due or to become due under the Notes, the Collateral Agent, the Lenders and each of their Affiliates party mortgages referred to a Covered Swap Agreement in Loan Agreements (individually a “Guaranteed Party” and collectively, the “Guaranteed PartiesMortgages”) the punctual payment of all sums now owing or which may any other Loan Documents referred to in the future be owing by the Borrower under the Facility DocumentsLoan Agreements (collectively, when the same are due and payable, whether on demand, at stated maturity, by acceleration or otherwise, and whether for principal, interest, fees, expenses, indemnification or otherwise (all of the foregoing sums being the “LiabilitiesLoan Documents”). Upon failure by the Borrower to pay punctually any Liability, each of the Guarantors agrees that it shall forthwith on demand pay to the Administrative Agent for the benefit of the Guaranteed Parties (or in the case of amounts owing under a Covered Swap Agreement, to the applicable Guaranteed Party) the amount not so paid at the place and in the manner specified in the applicable Facility Document. The Liabilities includeincluding, without limitation, interest accruing after on said obligations, liabilities or sums now due or to become due under the commencement of a proceeding under bankruptcyNotes, insolvency the Mortgages or similar laws of any jurisdiction at other Loan Documents; and any further or subsequent advances made pursuant to the rate Notes, the Mortgages or rates any other Loan Documents by Lender to protect or preserve the properties secured by the Mortgages or the lien or security created by the Loan Documents, or for taxes, assessments, insurance premiums or other matters as provided in the Facility DocumentsLoan Documents (said amounts and other sums, collectively, the “Debt”). This Guaranty is a guaranty of payment and performance and not of collection onlycollection. The Guaranteed Parties liability of Guarantor under this Guaranty shall be direct and immediate and not be required to exhaust conditional or contingent upon the pursuit of any remedies against the Borrowers or any other person (including, without limitation, other guarantors, if any), nor against the collateral for the Loans. Guarantor waives any right or remedy or take to require that an action be brought against any action against the Borrower Borrowers or any other person or entity to require that resort be had to any collateral for the Loans, or to any balance of any deposit account or credit on the books of Lender in favor of Borrowers or any collateralother person. Each Guarantor agrees that, as between such Guarantor and the Guaranteed Parties, the Liabilities may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards the Borrower and that in In the event of a declaration default under the Loan Documents which is not cured within any applicable grace or attempted declarationcure period, Lender shall have the right to enforce its rights, powers and remedies (including, without limitation, foreclosure of all or any portion of the collateral for the Loans) thereunder or hereunder, in any order, and all rights, powers and remedies available to Lender in such event shall be non‑exclusive and cumulative of all other rights, powers and remedies provided thereunder or hereunder or by law or in equity. If the obligations guaranteed hereby are partially paid or discharged by reason of the exercise of any of the remedies available to Lender, including, without limitation, the Liabilities exercise of any rights or remedies available to Lender under any pledge or hypothecation agreement made by Guarantor in favor of Lender in connection with the Loans, this Guaranty shall immediately become due nevertheless remain in full force and payable effect, and Guarantor shall remain liable for all remaining obligations guaranteed hereby, even though any rights which Guarantor may have against Borrowers may be destroyed or diminished by the exercise of any such Guarantor for the purposes of this Guaranty. All liabilities of the Guarantors hereunder shall be the joint and several liabilities of each Guarantorremedy.

Guaranty of Payment. Each Guarantor unconditionally hereby assumes liability for and irrevocably guarantees payment to each Lender of all principal of, prepayment premium (if any) and interest due under the Administrative Agent, the Collateral Agent, the Lenders Notes and each of their Affiliates party to a Covered Swap Agreement (individually a “Guaranteed Party” and collectively, the “Guaranteed Parties”) the punctual payment of all other obligations and liabilities or sums now owing due or which may in the future be owing by the Borrower to become due under the Facility DocumentsNotes, when the same are due and payableMortgages or any other Loan Document, whether on demand, at stated maturity, by acceleration or otherwise, and whether for principal, interest, fees, expenses, indemnification or otherwise (all of the foregoing sums being the “Liabilities”). Upon failure by the Borrower to pay punctually any Liability, each of the Guarantors agrees that it shall forthwith on demand pay to the Administrative Agent for the benefit of the Guaranteed Parties (or in the case of amounts owing under a Covered Swap Agreement, to the applicable Guaranteed Party) the amount not so paid at the place and in the manner specified in the applicable Facility Document. The Liabilities includeincluding, without limitation, interest accruing after on said obligations, liabilities or sums now due or to become due under the commencement of a proceeding under bankruptcyNotes, insolvency the Mortgages or similar laws of any jurisdiction at other Loan Document; and any further or subsequent advances made pursuant to the rate Notes, the Mortgages or rates any other Loan Document by Lender to protect or preserve the Property or the lien or security created by the Loan Documents, or for taxes, assessments, insurance premiums or other matters as provided in the Facility DocumentsLoan Documents (said amounts and other sums, collectively, the “Debt”). This Guaranty is a guaranty of payment and performance and not of collection onlycollection. The Guaranteed Parties liability of Guarantor under this Guaranty shall be direct and immediate and not be required to exhaust conditional or contingent upon the pursuit of any remedies against Borrower or any other person (including, without limitation, other guarantors, if any), nor against the collateral for the Loan. Guarantor waives any right or remedy or take any to require that an action be brought against the Borrower or any other person or entity to require that resort be had to any collateral for the Loan, or to any balance of any deposit account or credit on the books of Lender in favor of Borrower or any collateralother person. Each Guarantor agrees that, as between such Guarantor and the Guaranteed Parties, the Liabilities may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards the Borrower and that in In the event of a declaration default under the Loan Documents which is not cured within any applicable grace or attempted declarationcure period, Lender shall have the right to enforce its rights, powers and remedies (including, without limitation, foreclosure of all or any portion of the collateral for the Loan) thereunder or hereunder, in any order, and all rights, powers and remedies available to Lender in such event shall be non-exclusive and cumulative of all other rights, powers and remedies provided thereunder or hereunder or by law or in equity. If the obligations guaranteed hereby are partially paid or discharged by reason of the exercise of any of the remedies available to Lender, including, without limitation, the Liabilities exercise of any rights or remedies available to Lender under any pledge or hypothecation agreement made by Guarantor in favor of Lender in connection with the Loan, this Guaranty shall immediately become due nevertheless remain in full force and payable effect, and Guarantor shall remain liable for all remaining obligations guaranteed hereby, even though any rights which Guarantor may have against Borrower may be destroyed or diminished by the exercise of any such Guarantor for the purposes of this Guaranty. All liabilities of the Guarantors hereunder shall be the joint and several liabilities of each Guarantorremedy.

Guaranty of Payment. Each For good and valuable consideration, Guarantor absolutely and unconditionally guarantees, jointly and irrevocably guarantees to each severally with any and all other guarantors now or hereafter guarantying the Note, full and punctual payment and satisfaction of the Administrative AgentIndebtedness of Borrower to Lender, and the Collateral Agent, the Lenders performance and each of their Affiliates party to a Covered Swap Agreement (individually a “Guaranteed Party” and collectively, the “Guaranteed Parties”) the punctual payment discharge of all sums now owing or which may in the future be owing by the Borrower Borrower's obligations under the Facility Documents, when Note and the same are due and payable, whether on demand, at stated maturity, by acceleration or otherwise, and whether for principal, interest, fees, expenses, indemnification or otherwise (all of the foregoing sums being the “Liabilities”). Upon failure by the Borrower to pay punctually any Liability, each of the Guarantors agrees that it shall forthwith on demand pay to the Administrative Agent for the benefit of the Guaranteed Parties (or in the case of amounts owing under a Covered Swap Agreement, to the applicable Guaranteed Party) the amount not so paid at the place and in the manner specified in the applicable Facility Document. The Liabilities include, without limitation, interest accruing after the commencement of a proceeding under bankruptcy, insolvency or similar laws of any jurisdiction at the rate or rates provided in the Facility Loan Documents. This Guaranty is a guaranty of payment and performance and not of collection onlycollection. The Guaranteed Parties shall Lender may enforce this Guaranty against Guarantor even when Lender has not be required to exhaust any right commenced or remedy or take any action exhausted Lender's remedies against the Borrower or any other person party obligated to pay the Indebtedness or entity against any collateral securing the Indebtedness, this Guaranty or any collateralother guaranty of the Indebtedness. Each Guarantor agrees thatwill make any payments to Lender or its order, as between such Guarantor on demand, in legal tender of the United States of America, in same-day funds, without set-off or deduction or counterclaim, and will otherwise perform Borrower's obligations under the Note and the Guaranteed PartiesLoan Documents. Under this Guaranty, Guarantor's liability is unlimited and Guarantor's obligations are continuing. If Lender presently holds one or more guaranties, or hereafter receives additional guaranties from Guarantor, Lender's rights under all guaranties shall be cumulative. This Guaranty shall not (unless specifically provided below to the Liabilities may contrary) affect or invalidate any such other guaranties. Guarantor's liability will be declared to be due and payable for Guarantor's aggregate liability under the purposes terms of this Guaranty notwithstanding and any stay, injunction or such other prohibition which may prevent, delay or vitiate any declaration as regards the Borrower and that in the event of a declaration or attempted declaration, the Liabilities shall immediately become due and payable by such Guarantor for the purposes of this Guaranty. All liabilities of the Guarantors hereunder shall be the joint and several liabilities of each Guarantorunterminated guaranties.

Guaranty of Payment. Each Guarantor hereby unconditionally and irrevocably guarantees to each of the Administrative Agent, the Collateral Agent, the Agent and Lenders and each of their Affiliates party to a Covered Swap Agreement (individually a “Guaranteed Party” and collectively, the “Guaranteed Parties”) the punctual payment of all sums now owing or which may in the future be owing by the Borrower under the Facility Documents, when the same are due and payabledue, whether on demand, at stated maturityby lapse of time, by acceleration of maturity, or otherwise, of (i) upon the occurrence of a Triggering Event (as hereinafter defined), all principal and whether for principal, interest, fees, expenses, indemnification or otherwise interest (all of the foregoing sums being the “Liabilities”). Upon failure by the Borrower to pay punctually any Liability, each of the Guarantors agrees that it shall forthwith on demand pay to the Administrative Agent for the benefit of the Guaranteed Parties (or in the case of amounts owing under a Covered Swap Agreement, to the applicable Guaranteed Party) the amount not so paid at the place and in the manner specified in the applicable Facility Document. The Liabilities include, without limitation, including interest accruing after maturity and after the commencement of a any bankruptcy or insolvency proceeding under bankruptcyby or against any Borrower, insolvency whether or similar laws not allowed in such proceeding) now or hereafter due and owing, or which Borrower is obligated to pay, pursuant to the terms of any jurisdiction Note, the Loan Agreement, the Security Instruments, or any of the other Loan Documents, as the same may from time to time be amended, supplemented, restated or otherwise modified, and (ii) regardless of whether a Triggering Event shall have occurred, 100% of all amounts owing under the Environmental Agreements by Borrowers if (and only if) the Environmental Insurance Policy (as defined in and substantially and materially in the form approved by Administrative Agent pursuant to the Loan Agreement) is not then in place or, if not then in place, does not otherwise cover a Borrower for claims relating to environmental matters when and if demand is made by Administrative Agent or any Lender under the Environmental Agreement delivered by such Borrower (i.e., Guarantor shall have no liability under this Guaranty for, and the Indebtedness (as hereinafter defined) shall not include, amounts owing under any of the Environmental Agreements so long as the Environmental Insurance Policy is in place or otherwise covers the liability of a Borrower for environmental matters at the rate time demand is made by Administrative Agent or rates provided a Lender to such Borrower under the Environmental Agreement delivered by such Borrower, whether or not the claim relating to any such environmental matter is a covered claim under such Environmental Insurance Policy) (the amounts described in clauses (i) and (ii) above shall be referred to herein, collectively, as the Facility Documents“Indebtedness”). The Indebtedness shall also include all costs and expenses incurred by Administrative Agent in seeking to enforce Administrative Agent’s rights and remedies under this Guaranty, including court costs, costs of alternative dispute resolution and reasonable attorneys’ fees, whether or not suit is filed or other proceedings are initiated thereon. This Guaranty covers, subject to the other terms and conditions of this Guaranty, the Indebtedness presently outstanding and the Indebtedness arising subsequent to the date hereof, including all amounts advanced by Administrative Agent or Lenders in stages or installments. The guaranty of Guarantor as set forth in this Section 1 is a continuing guaranty of payment and not a guaranty of collection only. The Guaranteed Parties shall not be required to exhaust any right or remedy or take any action against the Borrower or any other person or entity or any collateral. Each Guarantor agrees that, as between such Guarantor and the Guaranteed Parties, the Liabilities may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards the Borrower and that in the event of a declaration or attempted declaration, the Liabilities shall immediately become due and payable by such Guarantor for the purposes of this Guaranty. All liabilities of the Guarantors hereunder shall be the joint and several liabilities of each Guarantorcollection.

Guaranty of Payment. Each (a) Guarantor hereby unconditionally and irrevocably guarantees to each of the Administrative Agent, the Collateral Agent, the Agent and Lenders and each of their Affiliates party to a Covered Swap Agreement (individually a “Guaranteed Party” and collectively, the “Guaranteed Parties”) the punctual payment when due, whether by lapse of time, by acceleration of maturity, or otherwise, of (i) subject to the provisions of Section 1(b), Section 1(c) and Section 1(d) below, all principal of the Loan now or hereafter due and owing, or which Borrower is obligated to pay, pursuant to the terms of the Note, the Loan Agreement, the Deed of Trust, any of the other Loan Documents, as the same may from time to time be amended, supplemented, restated or otherwise modified, and (ii) 100% of all sums now amounts owing or which may under the Environmental Agreement by Borrower if (and only if) the Environmental Insurance Policy (as defined in and substantially and materially in the future be form approved by Administrative Agent pursuant to the Loan Agreement) is not then in place or, if not then in place, does not otherwise cover Borrower for claims relating to environmental matters when and if demand is made by Administrative Agent under the Environmental Agreement delivered by Borrower (i.e., Guarantor shall have no liability under this Guaranty for, and the Indebtedness (as hereinafter defined) shall not include, amounts owing under the Environmental Agreement so long as the Environmental Insurance Policy is in place or otherwise covers the liability of Borrower for environmental matters at the time demand is made by the Administrative Agent or a Lender to Borrower under the Facility Documents, when the same are due and payableEnvironmental Agreement, whether on demandor not the claim relating to any such environmental matter is a covered claim under such Environmental Insurance Policy) (the amounts described in clauses (i) and (ii) above shall be referred to herein, at stated maturitycollectively, by acceleration or otherwise, and whether for principal, interest, fees, expenses, indemnification or otherwise (all of the foregoing sums being as the “LiabilitiesIndebtedness”). Upon failure The Indebtedness shall also include all costs and expenses incurred by the Borrower to pay punctually any Liability, each of the Guarantors agrees that it shall forthwith on demand pay to the Administrative Agent for the benefit or any Lender in seeking to enforce Administrative Agent’s or Lenders’ rights and remedies under this Guaranty, including court costs, costs of the Guaranteed Parties (alternative dispute resolution and reasonable attorneys’ fees, whether or in the case of amounts owing under a Covered Swap Agreement, to the applicable Guaranteed Party) the amount not so paid at the place and in the manner specified in the applicable Facility Document. The Liabilities include, without limitation, interest accruing after the commencement of a proceeding under bankruptcy, insolvency suit is filed or similar laws of any jurisdiction at the rate or rates provided in the Facility Documentsother proceedings are initiated thereon. This Guaranty covers, subject to the other terms and conditions of this Guaranty, the Indebtedness presently outstanding and the Indebtedness arising subsequent to the date hereof, including all amounts advanced by Administrative Agent or Lenders in stages or installments. The guaranty of Guarantor as set forth in this Section 1 is a continuing guaranty of payment and not a guaranty of collection only. The Guaranteed Parties shall not be required to exhaust any right or remedy or take any action against the Borrower or any other person or entity or any collateral. Each Guarantor agrees that, as between such Guarantor and the Guaranteed Parties, the Liabilities may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards the Borrower and that in the event of a declaration or attempted declaration, the Liabilities shall immediately become due and payable by such Guarantor for the purposes of this Guaranty. All liabilities of the Guarantors hereunder shall be the joint and several liabilities of each Guarantorcollection.

Guaranty of Payment. Each The Guarantor hereby unconditionally guarantees the due and irrevocably guarantees to each punctual payment of Base Rent, and all other additional rent, interest and charges due from uniQure under the Administrative Agent, the Collateral Agent, the Lenders and each of their Affiliates party to a Covered Swap Agreement Lease (individually a “Guaranteed Party” and collectively, the “Guaranteed Parties”) the punctual payment of all sums now owing or which may in the future be owing by the Borrower under the Facility Documents, when the same are due and payable, whether on demand, at stated maturity, by acceleration or otherwise, and whether for principal, interest, fees, expenses, indemnification or otherwise (all of the foregoing sums being the “LiabilitiesObligations”). Upon any failure by the Borrower uniQure to pay punctually any Liability, each of the Guarantors Guaranteed Obligations, the Guarantor agrees that it shall will forthwith on demand pay such amounts which uniQure has failed to pay. In no event shall Guarantor’s liability under this Guaranty exceed the sum of (a) the total amount of rent due with respect to the Administrative Agent for the benefit then-remaining term of the Guaranteed Parties Lease, as it may be extended from time to time, (or b) Landlord’s expenses, including reasonable attorneys’ fees and disbursements, incurred by Landlord in enforcing the obligations of uniQure under the Lease and/or the obligations of Guarantor under this Guaranty, and (c) such additional amount of rents that may be due on account of uniQure’s failure to vacate the Premises in the case condition required upon the expiration or earlier termination of amounts owing under a Covered Swap Agreementthe Lease. All payments required to be made by Guarantor hereunder shall be paid to Landlord in legal United States currency or tender at Landlord’s address set forth below, or at such other address as Landlord may specify from time to the applicable Guaranteed Party) the amount not so paid at the place and in the manner specified in the applicable Facility Document. The Liabilities include, without limitation, interest accruing after the commencement of a proceeding under bankruptcy, insolvency or similar laws of any jurisdiction at the rate or rates provided in the Facility Documentstime. This Guaranty is a guaranty irrevocable, absolute, present, continuing and unconditional, and the obligations of payment and not of collection only. The Guaranteed Parties Guarantor shall not be required to exhaust released, impaired, modified, limited or affected in any right way by (a) any assignment or remedy other transfer of the Lease or take this Guaranty by Landlord; (b) any action against assignment or other transfer of the Borrower Lease by uniQure or the sublease of all or part of the Premises by uniQure; (c) the release or discharge of uniQure in bankruptcy or other creditors’ proceeding; or (d) any other person rejection or entity or any collateraldisclaimer of uniQure. Each Guarantor agrees that, as between such Guarantor and the Guaranteed PartiesIn addition, the Liabilities may obligations hereunder of Guarantor shall extend and apply with respect to the full and faithful performance and observance of all Guaranteed Obligations (i) if the Lease shall be declared to be due and payable renewed, or its term extended, for any period beyond the date specified in the Lease for the purposes expiration of this Guaranty notwithstanding said term, either pursuant to any stay, injunction option granted under the Lease or other prohibition which may prevent, delay or vitiate any declaration as regards otherwise; and (ii) if uniQure holds over beyond the Borrower and that in the event of a declaration or attempted declaration, the Liabilities shall immediately become due and payable by such Guarantor for the purposes of this Guaranty. All liabilities term of the Guarantors hereunder shall be the joint and several liabilities of each GuarantorLease.

Guaranty of Payment. (a) Each Guarantor hereby unconditionally and irrevocably guarantees guaranties, subject to each of the Administrative AgentSection 2(d), severally and not jointly, the Collateral Agent, the Lenders full and each of their Affiliates party prompt payment to a Covered Swap Agreement (individually a “Guaranteed Party” and collectively, the “Guaranteed Parties”) the punctual payment of all sums now owing or which may in the future be owing by the Borrower under the Facility Documents, Preferred Holder when the same are due and payable, whether on demand, at stated maturity, by acceleration or otherwisedue, and whether for principalat all times thereafter, interest, fees, expenses, indemnification or otherwise (of such Guarantor’s Guarantor Percentage set forth on Schedule A of any and all of the foregoing sums being Guaranteed Obligations at any time outstanding; provided that, other than upon any insolvency, bankruptcy, dissolution, liquidation or winding up of the “Liabilities”Issuer, Preferred Holder shall first seek payment from the Issuer for a period of three Business Days beyond any applicable grace period set forth in the Articles Supplementary or Promissory Notes, as applicable, prior to seeking payment under this Guaranty. Subject to Section 2(d). Upon failure by the Borrower to pay punctually any Liability, each Guarantor’s guaranty is limited to such Guarantor’s Guarantor Percentage of the Guarantors agrees that it shall forthwith on demand pay to the Administrative Agent for the benefit of the Guaranteed Parties (or in the case of amounts owing under a Covered Swap Agreement, to the applicable Guaranteed Party) the amount not so paid at the place and in the manner specified in the applicable Facility Document. The Liabilities include, without limitation, interest accruing after the commencement of a proceeding under bankruptcy, insolvency or similar laws of any jurisdiction at the rate or rates provided in the Facility DocumentsCap Amount. This Guaranty is by Guarantors hereunder constitutes a guaranty of payment and not of collection onlycollection. The Preferred Xxxxxx’s books and records showing the amount of the Guaranteed Parties Obligations shall not be required to exhaust any right or remedy or take admissible in evidence in any action against or proceeding, and absent manifest error shall be binding upon Guarantors, and conclusive for the Borrower or any other person or entity or any collateralpurpose of establishing the amount of the Guaranteed Obligations (not to exceed the Cap Amount). Each Guarantor acknowledges that the Guaranteed Obligations may increase or decrease from time to time and may be reduced to zero from time to time and each Guarantor agrees that, as between notwithstanding the foregoing, no reduction in the amount of the Guaranteed Obligations (even if such amount is reduced to zero at any time) shall limit such Guarantor’s unconditional obligation to pay in full its Guarantor Percentage of the aggregate amount of the Guaranteed Obligations outstanding on any date demand for payment is made hereunder on such Guarantor and the Guaranteed Parties, the Liabilities may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards the Borrower and that in the event of a declaration or attempted declaration, the Liabilities shall immediately become due and payable by such Guarantor for the purposes of this Guaranty. All liabilities of the Guarantors hereunder shall be the joint and several liabilities of each GuarantorPreferred Holder.

Guaranty of Payment. Each Guarantor (not merely as a surety or guarantor of collection) hereby jointly, severally, unconditionally and irrevocably irrevocably, guarantees to each of the Administrative Agent, the Collateral Agent, the Lenders and each of their Affiliates party to a Covered Swap Agreement (individually a “Guaranteed Party” and collectively, the “Guaranteed Parties”) the punctual payment of all sums now owing or which may in the future be owing by the Borrower under the Facility Documents, and performance when the same are due and payabledue, whether on demand, at stated maturity, as an installment, by prepayment or by demand, acceleration or otherwise, and whether for principal, interest, fees, expenses, indemnification of all Obligations of each Co-Borrower heretofore or otherwise (hereafter existing. If any or all of the foregoing sums being Obligations become due and payable under the Credit Agreement, the Guarantors jointly and severally and unconditionally promise to pay such Obligations, on demand, together with any and all expenses (including reasonable counsel fees and expenses), which reasonably may be incurred by the Agent in collecting any of the Obligations and in connection with the protection, defense and enforcement of any rights under the Credit Agreement or under any other Loan Document (the “LiabilitiesExpenses”). Upon failure by The Guarantors guarantee that the Borrower to pay punctually any Liability, each Obligations shall be paid strictly in accordance with the terms of the Guarantors agrees that it shall forthwith on demand pay to the Administrative Agent for the benefit of the Guaranteed Parties (or in the case of amounts owing under a Covered Swap Credit Agreement, to the applicable Guaranteed Party) the amount not so paid at the place and in the manner specified in the applicable Facility Document. The Liabilities Obligations include, without limitation, interest accruing after the commencement of a proceeding under bankruptcy, insolvency or similar laws of any jurisdiction at the rate or rates provided in the Facility Documents. This Guaranty is a guaranty of payment and not of collection onlyCredit Agreement. The Guaranteed Parties Agent shall not be required to exhaust any right or remedy or take any action against the Borrower Borrowers or any other person or entity or any collateralcollateral prior to any demand or other action hereunder against the Guarantors. Each Guarantor agrees The Guarantors agree that, as between such Guarantor the Guarantors and the Guaranteed PartiesAgent, the Liabilities Obligations may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards the Borrower Borrowers and that in the event of a declaration or attempted declaration, the Liabilities Obligations shall immediately become due and payable by such Guarantor the Guarantors for the purposes of this GuarantyGuaranty and each Guarantor shall forthwith pay the Obligations specified by the Agent to be paid as provided in the Credit Agreement without further notice or demand. All liabilities Notwithstanding anything contained herein or in the Credit Agreement, any Loan Document or any other document or any other agreement, security document or instrument relating hereto or thereto to the contrary, the maximum liability of the Guarantors each Guarantor hereunder shall be never exceed the joint and several liabilities of each Guarantormaximum amount that said Guarantor could pay without having such payment set aside as a fraudulent transfer or fraudulent conveyance or similar action under the U.S. Bankruptcy Code or applicable state or foreign law.

Guaranty of Payment. Each Guarantor unconditionally and irrevocably guarantees to each of the Administrative Agent, the Collateral Agent, the Lenders and Lenders, each of their Affiliates party to a Covered Swap Agreement Agreement, and each other Secured Creditor (individually individually, a “Guaranteed Party” ”, and collectively, the “Guaranteed Parties”) the full and punctual payment when due (whether at the stated maturity, by acceleration or otherwise) of all sums obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest, reimbursement obligations, fees and indemnities (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Guarantor at the rate provided for in the applicable Facility Document, whether or not a claim for post-petition interest is allowed in any such proceeding)) of each of the Borrowers to the Guaranteed Parties, whether now owing or which may in the future may be owing by the Borrower under the Facility Documents, when the same are due and payable, whether on demand, at stated maturity, by acceleration or otherwise, and whether for principal, interest, fees, expenses, indemnification or otherwise (all of the foregoing sums being the “Liabilities”). Upon failure by any of the Borrower Borrowers to pay punctually any Liabilityof the Liabilities, each of the Guarantors agrees that it shall forthwith on demand pay to the Administrative Agent for the benefit of the applicable Guaranteed Parties (or in the case of amounts owing under a Covered Swap Agreement, to the applicable Guaranteed Party) the amount not so paid at the place and in the manner specified in the applicable Facility Document. The Liabilities include, without limitation, interest accruing after the commencement of a proceeding under bankruptcy, insolvency or similar laws of any jurisdiction at the rate or rates provided in the Facility Documents. This Guaranty is a guaranty guarantee of payment and not of collection only. The Guaranteed Parties shall not be required to exhaust any right or remedy or take any action against the Borrower Borrowers or any other person or entity or any collateralCollateral. Each Guarantor agrees that, as between such Guarantor and the Guaranteed Parties, the Liabilities may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards any of the Borrower Borrowers and that in the event of a declaration or attempted declaration, the Liabilities shall immediately become due and payable by such Guarantor for the purposes of this Guaranty. All liabilities of the Guarantors hereunder shall be the joint and several liabilities of each Guarantor. Notwithstanding anything contained herein, the Liabilities guaranteed by Enodis Holdings Limited and Manitowoc FSG UK Limited shall exclude all liabilities as to which the Borrower or any Domestic Subsidiary of the Borrower is the primary obligor.

Guaranty of Payment. Each Guarantor hereby absolutely, irrevocably and unconditionally guaranties the due and irrevocably guarantees to each of the Administrative Agent, the Collateral Agent, the Lenders and each of their Affiliates party to a Covered Swap Agreement (individually a “Guaranteed Party” and collectively, the “Guaranteed Parties”) the punctual payment of all sums now owing or which may in the future be owing by the Borrower under the Facility Documents, and performance when the same are due and payabledue, whether on demand, at stated maturity, by acceleration or otherwise, and whether for principal, interest, fees, expenses, indemnification or otherwise (of all of the foregoing sums being the “Liabilities”). Upon failure following: (a) all indebtedness and obligations owing by the Borrower to pay punctually any LiabilityLender or the Agent under or in connection with the Construction Loan Agreement and any other Loan Document, each including without limitation, the repayment of all principal of the Guarantors agrees that it shall forthwith on demand pay Loans, and the payment of all interest, Fees, charges, attorneys’ fees and other amounts payable to any Lender or the Administrative Agent for the benefit thereunder or in connection therewith; (b) any and all extensions, renewals, modifications, amendments or substitutions of the Guaranteed Parties foregoing; (or in the case of amounts owing under a Covered Swap Agreementc) all expenses, to the applicable Guaranteed Party) the amount not so paid at the place and in the manner specified in the applicable Facility Document. The Liabilities includeincluding, without limitation, interest accruing after reasonable attorneys’ fees and disbursements, that are incurred by the commencement of a proceeding under bankruptcy, insolvency or similar laws Lenders and the Agent in the enforcement of any jurisdiction at of the rate foregoing or rates provided in the Facility Documentsany obligation of such Guarantor hereunder; and (d) all other Obligations. This Guaranty covers the Guaranteed Obligations, whether presently outstanding or arising subsequent to the date hereof, including all amounts advanced by Lenders in stages or installments and all amounts readvanced by the Lenders. The Guaranteed Obligations shall include, by way of illustration and not limitation, compliance with any Environmental Laws and indemnification of the Agent and the Lenders against any loss, claim, damage or liability arising out of, or with respect to, Hazardous Materials located on, or affecting all or any portion of the Borrowing Base Properties. The liability of the Guarantors with respect to Hazardous Materials and compliance with Environmental Laws with respect to a particular Borrowing Base Property shall survive until the date that is the earlier of (a) one (1) year after the date of the release of such Borrowing Base Property from the Borrowing Base, if applicable, or (b) one (1) year after the repayment of all of the Loans and Obligations. The guaranty of Guarantors as set forth in this Section 1 is a continuing guaranty of payment and not a guaranty of collection onlycollection, and a debt of each Guarantor for its own account. The Guaranteed Parties Accordingly, none of the Lenders or the Agent shall not be obligated or required before enforcing this Guaranty against any Guarantor: (a) to exhaust pursue any right or remedy or take any action of them may have against the Borrower or any other person Person or entity commence any suit or other proceeding against the Borrower or any collateral. Each Guarantor agrees that, as between such Guarantor and other Person in any court or other tribunal; (b) to make any claim in a liquidation or bankruptcy of the Borrower or any other Person; or (c) to make demand of the Borrower or any other Person or to enforce or seek to enforce or realize upon any collateral security held by the Lenders or the Agent which may secure any of the Guaranteed Parties, the Liabilities may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards the Borrower and that in the event of a declaration or attempted declaration, the Liabilities shall immediately become due and payable by such Guarantor for the purposes of this Guaranty. All liabilities of the Guarantors hereunder shall be the joint and several liabilities of each GuarantorObligations.

Guaranty of Payment. Each The Guarantor unconditionally hereby unconditionally, absolutely and irrevocably guarantees guaranties to each of the Administrative Agent, the Collateral Agent, the Lenders and each of their Affiliates party to a Covered Swap Agreement (individually a “Guaranteed Party” and collectively, the “Guaranteed Parties”) Lender the punctual payment and performance when due, whether at stated maturity or by acceleration or otherwise, of all sums now owing or which the indebtedness and other obligations of the Borrower to Lender evidenced by the Note and any other amounts that may in the future be become owing by the Borrower under the Facility DocumentsLoan Documents including, when but not limited to, Borrower’s obligations under any interest rate, currency or commodity swap agreement, cap agreement or collar agreement, executed by and between the same are due Borrower and payableLender (collectively, whether on demand, at stated maturity, by acceleration or otherwise, and whether for principal, interest, fees, expenses, indemnification or otherwise (all of the foregoing sums being the “LiabilitiesInterest Rate Agreements”) (such indebtedness, obligations and other amounts are hereinafter referred to as “Payment Obligations”). Upon failure by the Borrower to pay punctually any Liability, each of the Guarantors agrees that it shall forthwith on demand pay subject to the Administrative Agent for the benefit of the Guaranteed Parties (or limitations set forth in the case of amounts owing under a Covered Swap Agreement, to the applicable Guaranteed Party) the amount not so paid at the place and in the manner specified in the applicable Facility Document. The Liabilities include, without limitation, interest accruing after the commencement of a proceeding under bankruptcy, insolvency or similar laws of any jurisdiction at the rate or rates provided in the Facility DocumentsSection 22 below. This Guaranty is a present and continuing guaranty of payment and not of collection only. The Guaranteed Parties collectability, and Lender shall not be required to exhaust any right prosecute collection, enforcement or remedy or take any action other remedies against the Borrower or any other person guarantor of the Payment Obligations, or entity to enforce or resort to any collateralcollateral for the repayment of the Payment Obligations or other rights or remedies pertaining thereto, before calling on the Guarantor for payment. Each If for any reason the Borrower shall fail or be unable to pay, punctually and fully, any of the Payment Obligations when due and payable, the Guarantor agrees thatshall pay such obligations to Lender, in full immediately upon demand, subject to the limitations set forth in Section 22 below. One or more successive actions may be brought against the Guarantor, as between such Guarantor and the Guaranteed Partiesoften as Lender deems advisable, the Liabilities may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards the Borrower and that in the event of a declaration or attempted declaration, the Liabilities shall immediately become due and payable by such Guarantor for the purposes of this Guaranty. All liabilities until all of the Guarantors hereunder shall be Payment Obligations are paid and performed in full, subject to the joint limitations set forth in Section 22 below. The Payment Obligations, together with all other payment and several liabilities performance obligations of each Guarantorthe Guarantor hereunder, are referred to herein as the “Obligations”.

Guaranty of Payment. Each Guarantor unconditionally and irrevocably guarantees to each of the Administrative Agent, the Collateral Agent, the Lenders and each of their Affiliates party to a Covered Swap Agreement (individually a “Guaranteed Party” and collectively, the “Guaranteed Parties”) the punctual payment of all sums now owing or which may in the future be owing by the Borrower under the Facility Documents, when the same are due and payable, whether on demand, at stated maturity, by acceleration or otherwise, and whether for principal, interest, fees, expenses, indemnification or otherwise (all of the foregoing sums being the “Liabilities”). Upon failure by the Borrower to pay punctually any Liability, each of the Guarantors agrees that it shall forthwith on demand pay to the Administrative Agent for the benefit of the Guaranteed Parties (or in the case of amounts owing under a Covered Swap Agreement, to the applicable Guaranteed Party) the amount not so paid at the place and in the manner specified in the applicable Facility Document. The Liabilities include, without limitation, interest accruing after the commencement of a proceeding under bankruptcy, insolvency or similar laws of any jurisdiction at the rate or rates provided in the Facility Documents. This Guaranty is a guaranty of payment and not of collection only. The Guaranteed Parties shall not be required to exhaust collection, and the Guarantors expressly waive any right or remedy or take to require that any action be brought against the Borrower or any other person or entity or guarantor of any collateral. Each Guarantor agrees that, as between such Guarantor and of the Guaranteed Parties, the Liabilities may Obligations or to require that resort be declared had to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate security. The Guarantors further waive any declaration as regards the Borrower and that in the event of a declaration or attempted declaration, the Liabilities shall immediately become due and payable by such Guarantor for the purposes of this Guaranty. All liabilities right of the Guarantors hereunder to require that an action be brought against Borrower under the provisions of Title 47, Chapter 12, Tennessee Code Annotated, as the same may be amended from time to time. If the Borrower shall fail to make any Guaranteed Obligation when and as the same becomes due (whether at maturity, by acceleration or call for prepayment or otherwise), the Guarantors, upon demand, without notice other than such demand and without the necessity of further action by the Lender, shall promptly and fully make or perform such Guaranteed Obligation. The Guarantors shall pay all reasonable costs and expenses, including reasonable counsel fees and expenses, paid or incurred by the Lender in connection with the enforcement of the obligations of the Guarantors hereunder. All payments by the Guarantors shall be made in lawful money of the joint United States of America and several liabilities may be applied to the Guaranteed Obligations as the Lender in its sole discretion deems fit. Each default in any Guaranteed Obligation shall give rise to a separate cause of action hereunder, and separate suits may be brought hereunder as each Guarantorcause of action arises. The Guarantors bind and obligate themselves for the payment and performance of the Guaranteed Obligations the same as if the Guaranteed Obligations had been contracted for by and was due from the Guarantors personally, hereby agreeing to and binding themselves and their successors and assigns by all terms and conditions contained in the Acquisition Loan Agreement, or any other document or other evidence of indebtedness, signed or to be signed by Borrower, and any other documents executed by the Borrower in connection therewith or as security therefor, making itself a party thereto, hereby waiving notice of any such indebtedness and of demand, presentment, protest or notice of demand or nonpayment and of any act to establish the liability of any party on any commercial or other paper, indebtedness or obligation covered by this Guaranty.

Guaranty of Payment. Each Guarantor unconditionally and irrevocably guarantees to each of the Administrative Agent, the Collateral Agent, the Lenders and each of their Affiliates party to a Covered Swap Agreement (individually a “Guaranteed Party” and collectively, the “Guaranteed Parties”) the full and punctual payment of all sums now owing or which may in the future be owing by any of the Borrower Borrowers under the Facility Documents, when the same are due and payable, whether on demand, at stated maturity, by acceleration or otherwise, and whether for principal, interest, fees, expenses, indemnification or otherwise (all of the foregoing sums being the “Liabilities”). Upon failure by any of the Borrower Borrowers to pay punctually any Liability, each of the Guarantors agrees agree that it shall forthwith on upon written demand pay to the Administrative Agent for the benefit of the Guaranteed Parties (or in the case of amounts owing under a Covered Swap Agreement, to the applicable Guaranteed Party) the amount not so paid at the place and in the manner specified in the applicable Facility Document. The Liabilities include, without limitation, interest accruing after the commencement of a proceeding under bankruptcy, insolvency or similar laws of any jurisdiction at the rate or rates provided in the Facility Documents. This Guaranty is a guaranty guarantee of payment and not of collection only. The Guaranteed Parties shall not be required to exhaust any right or remedy or take any action against any of the Borrower Borrowers or any other person or entity Person or any collateral. Each Guarantor agrees that, as between such Guarantor and the Guaranteed Parties, the Liabilities may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards any of the Borrower Borrowers and that in the event of a declaration or attempted declaration, the Liabilities shall immediately become due and payable by such Guarantor for the purposes of this Guaranty. All liabilities of the Guarantors hereunder shall be the joint and several liabilities of each Guarantor.

Guaranty of Payment. Each Guarantor unconditionally and irrevocably guarantees to each of the Administrative Agent, the Collateral Agent, the Lenders and each of their Affiliates party to a Covered Swap Agreement (individually each individually, a “Guaranteed Party” and and, collectively, the “Guaranteed Parties”) the punctual payment of all sums now owing or which may in the future be owing by the Borrower Borrowers under the Facility Documents, Documents when the same are due and payable, whether on demand, at stated maturity, by acceleration or otherwise, and whether for principal, interest, fees, expenses, indemnification or otherwise (all of the foregoing sums being the “Liabilities”); provided, however, that the definition of “Liabilities” shall not create any guarantee by any Guarantor of (or grant of security interest by any Guarantor to support, as applicable) any Excluded Swap Obligations (as defined below) of such Guarantor for purposes of determining any obligations of any Guarantor. The Liabilities include, without limitation, interest accruing after the commencement of a proceeding under bankruptcy, insolvency or similar laws of any jurisdiction at the rate or rates provided in the Facility Documents. Upon the failure by the any Borrower to pay punctually any Liability, each of the Guarantors Guarantor agrees that it shall forthwith on demand pay to the Administrative Agent for the benefit of the Guaranteed Parties (or in the case of amounts owing under a Covered Swap Agreement, to the applicable Guaranteed Party) the amount not so paid at the place and in the manner specified in the applicable Facility Document. The Liabilities include, without limitation, interest accruing after the commencement of a proceeding under bankruptcy, insolvency or similar laws of any jurisdiction at the rate or rates provided in the Facility Documents. This Guaranty is a guaranty guarantee of payment and not of collection only. The Guaranteed Parties shall not be required to exhaust any right or remedy or take any action against the any Borrower or any other person or entity Person or any collateral. Each Guarantor agrees that, as between such Guarantor and the Guaranteed Parties, the Liabilities may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards the any Borrower and that in the event of a declaration or attempted declaration, the Liabilities shall immediately become due and payable by such Guarantor for the purposes of this Guaranty. All liabilities of the Guarantors hereunder shall be the joint and several liabilities of each Guarantor. For purposes hereof, “Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation (as defined below) if, and to the extent that, all or a portion of the Guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute (the “Commodity Exchange Act”) or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) (a) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the Guarantee of such Guarantor or the grant of such security interest becomes or would become effective with respect to such Swap Obligation or (b) in the case of a Swap Obligation subject to a clearing requirement pursuant to Section 2(h) of the Commodity Exchange Act (or any successor provision thereto), because such Guarantor is a “financial entity,” as defined in Section 2(h)(7)(C)(i) the Commodity Exchange Act (or any successor provision thereto), at the time the Guarantee of such Subsidiary Guarantor becomes or would become effective with respect to such related Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps

Guaranty of Payment. Each Guarantor hereby absolutely and unconditionally and irrevocably guarantees to each Seller, jointly and severally, as a guarantee of payment and not merely as a guarantee of collection, prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of any and all existing and future obligations under the Note, including, without limitation, all indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary, of Buyer to Seller arising under the Note (including all renewals, extensions, modifications, amendments, and restatements thereof), all costs, attorneys’ fees and expenses incurred by Seller or its representatives in connection with the collection or enforcement thereof (excluding any costs, fees or expenses incurred by a Seller Indemnitee in connection with the contesting, negotiation and/or resolution of any Contested Amount), and (to the extent lawful) all present and future amounts that would become due but for the operation of §§ 502 or 506 or any other provision of Title 11 of the Administrative AgentUnited States Code (as amended from time to time, the Collateral Agent“Bankruptcy Code”) and all present and future accrued and unpaid interest, including, without limitation, all post-maturity interest and any post-petition interest in any proceeding under the Lenders and each of their Affiliates party Bankruptcy Code or similar debtor relief laws to a Covered Swap Agreement which Buyer or any Guarantor becomes subject (individually a “Guaranteed Party” and collectively, the “Guaranteed Parties”) the punctual payment of all sums now owing or which may in the future be owing by the Borrower under the Facility Documents, when the same are due and payable, whether on demand, at stated maturity, by acceleration or otherwise, and whether for principal, interest, fees, expenses, indemnification or otherwise (all of the foregoing sums being the “LiabilitiesObligations”). Upon Each Guarantor acknowledges and agrees that this Guaranty is subject to the provisions set forth in Sections 4 and 5 of the Note. Seller acknowledges that (i) the addition of interest to the principal of the Note in accordance with the terms of the Note shall not constitute a failure by the Borrower to pay punctually any Liability, each interest on the Note and (ii) payments by or on behalf of the Guarantors agrees that it shall forthwith on demand pay to Buyer into the Administrative Agent for Indemnity Escrow Account in accordance with the benefit terms of the Guaranteed Parties (or in Note shall constitute payments on the case of amounts owing under a Covered Swap Agreement, to the applicable Guaranteed Party) the amount not so paid at the place and in the manner specified in the applicable Facility Document. The Liabilities include, without limitation, interest accruing after the commencement of a proceeding under bankruptcy, insolvency or similar laws of any jurisdiction at the rate or rates Note as provided in the Facility Documents. This Guaranty is a guaranty of payment and not of collection only. The Guaranteed Parties shall not be required to exhaust any right or remedy or take any action against the Borrower or any other person or entity or any collateral. Each Guarantor agrees that, as between such Guarantor and the Guaranteed Parties, the Liabilities may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards the Borrower and that in the event of a declaration or attempted declaration, the Liabilities shall immediately become due and payable by such Guarantor for the purposes of this Guaranty. All liabilities of the Guarantors hereunder shall be the joint and several liabilities of each GuarantorNote.

Guaranty of Payment. Each Guarantor unconditionally and irrevocably guarantees to each of the Administrative Agent, the Collateral Agent, the Lenders and each of their Affiliates party to a Covered Swap Agreement (individually a “Guaranteed Party” and collectively, the “Guaranteed Parties”) the punctual payment of all sums now owing or which may in the future be owing by the Borrower under the Facility Documents, when the same are due and payable, whether on demand, at stated maturity, by acceleration or otherwise, and whether for principal, interest, fees, expenses, indemnification or otherwise (all of the foregoing sums being the “Liabilities”). Upon failure by the Borrower to pay punctually any Liability, each of the Guarantors agrees that it shall forthwith on demand pay to the Administrative Agent for the benefit of the Guaranteed Parties (or in the case of amounts owing under a Covered Swap Agreement, to the applicable Guaranteed Party) the amount not so paid at the place and in the manner specified in the applicable Facility Document. The Liabilities include, without limitation, interest accruing after the commencement of a proceeding under bankruptcy, insolvency or similar laws of any jurisdiction at the rate or rates provided in the Facility Documents. This Guaranty is a guaranty of payment and not of collection only. The Guaranteed Parties shall not be required to exhaust collection, and the Guarantor expressly waives any right or remedy or take to require that any action be brought against the Borrower or any other person guarantor of any of the Guaranteed Obligations or entity to require that resort be had to any security. The Guarantor further waives any right of the Guarantor to require that an action be brought against Borrower under the provisions of Title 47, Chapter 12, Tennessee Code Annotated, as the same may be amended from time to time. If the Borrower shall fail to make any Guaranteed Obligation when and as the same becomes due (whether at maturity, by acceleration or call for prepayment or otherwise), the Guarantor, upon demand, without notice other than such demand and without the necessity of further action by the Lender, shall promptly and fully make or perform such Guaranteed Obligation. The Guarantor shall pay all reasonable costs and expenses, including reasonable counsel fees and expenses, paid or incurred by the Lender in connection with the enforcement of the obligations of the Guarantor hereunder. All payments by the Guarantor shall be made in lawful money of the United States of America and may be applied to the Guaranteed Obligations as the Lender in its sole discretion deems fit. Each default in any Guaranteed Obligation shall give rise to a separate cause of action hereunder, and separate suits may be brought hereunder as each cause of action arises. The Guarantor binds and obligates itself for the payment and performance of the Guaranteed Obligations the same as if the Guaranteed Obligations had been contracted for by and was due from the Guarantor personally, hereby agreeing to and binding itself and its successors and assigns by all terms and conditions contained in the Note, the Mortgage, or any collateral. Each Guarantor agrees thatother document or other evidence of indebtedness, as between such Guarantor and the Guaranteed Parties, the Liabilities may be declared signed or to be due signed by Borrower, and payable for any other documents executed by the purposes Borrower in connection therewith or as security therefor, making itself a party thereto, hereby waiving notice of this Guaranty notwithstanding any staysuch indebtedness and of demand, injunction presentment, protest or notice of demand or nonpayment and of any act to establish the liability of any party on any commercial or other prohibition which may preventpaper, delay indebtedness or vitiate any declaration as regards the Borrower and that in the event of a declaration or attempted declaration, the Liabilities shall immediately become due and payable obligation covered by such Guarantor for the purposes of this Guaranty. All liabilities of the Guarantors hereunder shall be the joint and several liabilities of each Guarantor.

Guaranty of Payment. Each The Guarantor unconditionally and irrevocably guarantees to each of the Administrative Agent, the Collateral Agent, the Lenders and each of their Affiliates party to a Covered Swap Agreement or a Banking Services Agreement (individually individually, a “Guaranteed Party” ”, and collectively, the “Guaranteed Parties”) the punctual payment of all sums now owing or which may in the future be owing by the Borrower under the Facility Documents, when the same are due and payable, whether on demand, at stated maturity, by acceleration or otherwise, and whether for principal, interest, fees, expenses, indemnification or otherwise (all of the foregoing sums being the “Liabilities”). Upon failure by the Borrower to pay punctually any Liability, each of the Guarantors agrees that it shall forthwith on demand pay to the Administrative Agent for the benefit of the Guaranteed Parties (or in the case of amounts owing under a Covered Swap Agreement, to the applicable Guaranteed Party) the amount not so paid at the place and in the manner specified in the applicable Facility Document. The Liabilities include, without limitation, interest accruing after the commencement of a proceeding under bankruptcy, insolvency or similar laws of any jurisdiction at the rate or rates provided in the Facility Documents. Upon the failure by the Borrower to pay punctually any Liability, the Guarantor agrees that it shall forthwith upon demand pay to the Administrative Agent for the benefit of the applicable Guaranteed Parties (or in the case of amounts owing under a Covered Swap Agreement or a Banking Services Agreement, to the applicable Guaranteed Party) the amount not so paid at the place and in the manner specified in the relevant Facility Document. This Guaranty is a guaranty guarantee of payment and not of collection only. The Guaranteed Parties shall not be required to exhaust any right or remedy or take any action against the Borrower or any other person or entity or any collateral. Each The Guarantor agrees that, as between such the Guarantor and the Guaranteed Parties, the Liabilities may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards the Borrower and that in the event of a declaration or attempted declaration, the Liabilities shall immediately become due and payable by such the Guarantor for the purposes of this Guaranty. All liabilities of the Guarantors hereunder shall be the joint and several liabilities of each Guarantor.

Guaranty of Payment. Each Guarantor (not merely as a surety or guarantor of collection) hereby jointly, severally, unconditionally and irrevocably irrevocably, guarantees to each of the Administrative Agent, the Collateral Agent, the Lenders and each of their Affiliates party to a Covered Swap Agreement (individually a “Guaranteed Party” and collectively, the “Guaranteed Parties”) the punctual payment of all sums now owing or which may in the future be owing by the Borrower under the Facility Documents, and performance when the same are due and payabledue, whether on demand, at stated maturity, as an installment, by prepayment or by demand, acceleration or otherwise, and whether for principal, interest, fees, expenses, indemnification of all Obligations of the Borrower heretofore or otherwise (hereafter existing. If any or all of the foregoing sums being Obligations become due and payable under the Credit Agreement, the Guarantors jointly and severally and unconditionally promise to pay such Obligations, on demand, together with any and all expenses (including reasonable counsel fees and expenses), which may be incurred by the Agent in collecting any of the Obligations and in connection with the protection, defense and enforcement of any rights under the Credit Agreement or under any other Loan Document (the “LiabilitiesExpenses”). Upon failure by The Guarantors guarantee that the Borrower to pay punctually any Liability, each Obligations shall be paid strictly in accordance with the terms of the Guarantors agrees that it shall forthwith on demand pay to the Administrative Agent for the benefit of the Guaranteed Parties (or in the case of amounts owing under a Covered Swap Credit Agreement, to the applicable Guaranteed Party) the amount not so paid at the place and in the manner specified in the applicable Facility Document. The Liabilities Obligations include, without limitation, interest accruing after the commencement of a proceeding under bankruptcy, insolvency or similar laws of any jurisdiction at the rate or rates provided in the Facility Documents. This Guaranty is a guaranty of payment and not of collection onlyCredit Agreement. The Guaranteed Parties Agent shall not be required to exhaust any right or remedy or take any action against the Borrower or any other person or entity or any collateralcollateral prior to any demand or other action hereunder against the Guarantors. Each Guarantor agrees The Guarantors agree that, as between such Guarantor the Guarantors and the Guaranteed PartiesAgent, the Liabilities Obligations may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards the Borrower and that in the event of a declaration or attempted declaration, the Liabilities Obligations shall immediately become due and payable by such Guarantor the Guarantors for the purposes of this GuarantyGuaranty and each Guarantor shall forthwith pay the Obligations specified by the Agent to be paid as provided in the Credit Agreement without further notice or demand. All liabilities Notwithstanding anything contained herein or in the Credit Agreement, any Loan Document or any other document or any other agreement, security document or instrument relating hereto or thereto to the contrary, the maximum liability of the Guarantors each Guarantor hereunder shall be never exceed the joint and several liabilities of each Guarantormaximum amount that said Guarantor could pay without having such payment set aside as a fraudulent transfer or fraudulent conveyance or similar action under the U.S. Bankruptcy Code or applicable state or foreign law.

Guaranty of Payment. Each Guarantor hereby jointly and severally, unconditionally and irrevocably guarantees to each of the Administrative Agent, the Collateral Agent, the Agent and Lenders and each of their Affiliates party to a Covered Swap Agreement (individually a “Guaranteed Party” and collectively, the “Guaranteed Parties”) the punctual payment of all sums now owing or which may in the future be owing by the Borrower under the Facility Documents, when the same are due and payabledue, whether on demand, at stated maturityby lapse of time, by acceleration of maturity, or otherwise, and whether for of (a) all principal, interest, fees, expenses, indemnification or otherwise interest (all of the foregoing sums being the “Liabilities”). Upon failure by the Borrower to pay punctually any Liability, each of the Guarantors agrees that it shall forthwith on demand pay to the Administrative Agent for the benefit of the Guaranteed Parties (or in the case of amounts owing under a Covered Swap Agreement, to the applicable Guaranteed Party) the amount not so paid at the place and in the manner specified in the applicable Facility Document. The Liabilities include, without limitation, including interest accruing after the commencement of a any bankruptcy or insolvency proceeding under bankruptcyby or against Borrower, insolvency whether or similar laws not allowed in such proceeding), fees, late charges, costs, expenses, indemnification indebtedness, and other sums of money now or hereafter due and owing, or which Borrower is obligated to pay, pursuant to the terms of the Note, the Loan Agreement, the Mortgage, the Environmental Agreement, any jurisdiction at the rate application, agreement, note or rates provided other document executed and delivered in the Facility Documents. This Guaranty is a guaranty of payment and not of collection only. The Guaranteed Parties shall not be required to exhaust connection with any right or remedy or take any action against the Borrower Swap Contract or any other person Loan Documents, including any indemnifications contained in the Loan Documents, now or entity hereafter existing, and all renewals, extensions, refinancings, modifications, supplements or amendments of such indebtedness, or any collateral. Each Guarantor agrees thatof the Loan Documents, as between such Guarantor or any part thereof, (b) payment by Borrower of all customary or necessary costs and expenses actually incurred by Borrower, Administrative Agent or Lenders in connection with the operation, maintenance and management of the Land and the Guaranteed PartiesImprovements, including, without limitation, condominium common charges and assessments, insurance premiums, taxes and assessments, payments in lieu of taxes, utilities, repair, replacement and all other maintenance costs and expenses, equipment lease payments, management fees, professional fees, accounting fees, salaries, fringe and other benefits due to all employees engaged in the Liabilities operation, maintenance or management of the Land and the Improvements, payroll and related taxes and any and all other customary or necessary operating expenses, (c) any and all transfer taxes which may be declared due in connection with the foreclosure of the Mortgage or delivery of a deed-in-lieu of foreclosure of the Mortgage, (d) all legal and other costs or expenses paid or incurred by or on behalf of Administrative Agent and/or Lenders in the enforcement thereof or hereof, (e) all leasing commissions, tenant allowances and/or other amounts which Borrower is obligated to be due pay as landlord under any and payable for all existing leases of the purposes Property and under any and all future leases at the Property executed while Borrower owns the Property and (f) any loss, cost, damage or expense paid or incurred by or on behalf of this Guaranty notwithstanding Administrative Agent and Lenders by reason of (i) any stayfraud or material misrepresentation, injunction (ii) taxes of any kind (whether characterized as transfer, gains or other prohibition which may prevent, delay or vitiate any declaration as regards the Borrower and that in the event of a declaration or attempted declaration, the Liabilities shall immediately become due and payable by such Guarantor for the purposes of this Guaranty. All liabilities of the Guarantors hereunder shall be the joint and several liabilities of each Guarantor.taxes)

Guaranty of Payment. Each (a) Guarantor hereby unconditionally and irrevocably guarantees to each of the Administrative Agent, the Collateral Agent, the Lenders and each of their Affiliates party to a Covered Swap Agreement (individually a “Guaranteed Party” and collectively, the “Guaranteed Parties”) Lender the punctual payment when due, whether by lapse of time, by acceleration of maturity, or otherwise, of (i) subject to the provisions of Section 1(b), Section 1(c) and Section 1(d) below, all principal of the Loan now or hereafter due and owing, or which any Borrower is obligated to pay, pursuant to the terms of the Note, the Loan Agreement, the Security Instruments, any of the other Loan Documents, as the same may from time to time be amended, supplemented, restated or otherwise modified, and (ii) 100% of all sums now amounts owing or which may under the Environmental Agreements by Borrowers if (and only if) the Environmental Insurance Policy (as defined in and substantially and materially in the future be form approved by Lender pursuant to the Loan Agreement) is not then in place or, if not then in place, does not otherwise cover a Borrower for claims relating to environmental matters when and if demand is made by Lender under the Environmental Agreement delivered by such Borrower (i.e., Guarantor shall have no liability under this Guaranty for, and the Indebtedness (as hereinafter defined) shall not include, amounts owing under any of the Environmental Agreements so long as the Environmental Insurance Policy is in place or otherwise covers the liability of a Borrower for environmental matters at the time demand is made by the Lender to such Borrower under the Facility Documents, when the same are due and payableEnvironmental Agreement delivered by such Borrower, whether on demandor not the claim relating to any such environmental matter is a covered claim under such Environmental Insurance Policy) (the amounts described in clauses (i) and (ii) above shall be referred to herein, at stated maturitycollectively, by acceleration or otherwise, and whether for principal, interest, fees, expenses, indemnification or otherwise (all of the foregoing sums being as the “LiabilitiesIndebtedness”). Upon failure The Indebtedness shall also include all costs and expenses incurred by the Borrower Lender in seeking to pay punctually any Liabilityenforce Lender’s rights and remedies under this Guaranty, each including court costs, costs of the Guarantors agrees that it shall forthwith on demand pay to the Administrative Agent for the benefit of the Guaranteed Parties (alternative dispute resolution and reasonable attorneys’ fees, whether or in the case of amounts owing under a Covered Swap Agreement, to the applicable Guaranteed Party) the amount not so paid at the place and in the manner specified in the applicable Facility Document. The Liabilities include, without limitation, interest accruing after the commencement of a proceeding under bankruptcy, insolvency suit is filed or similar laws of any jurisdiction at the rate or rates provided in the Facility Documentsother proceedings are initiated thereon. This Guaranty covers, subject to the other terms and conditions of this Guaranty, the Indebtedness presently outstanding and the Indebtedness arising subsequent to the date hereof, including all amounts advanced by Lender in stages or installments. The guaranty of Guarantor as set forth in this Section 1 is a continuing guaranty of payment and not a guaranty of collection only. The Guaranteed Parties shall not be required to exhaust any right or remedy or take any action against the Borrower or any other person or entity or any collateral. Each Guarantor agrees that, as between such Guarantor and the Guaranteed Parties, the Liabilities may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards the Borrower and that in the event of a declaration or attempted declaration, the Liabilities shall immediately become due and payable by such Guarantor for the purposes of this Guaranty. All liabilities of the Guarantors hereunder shall be the joint and several liabilities of each Guarantorcollection.

Guaranty of Payment. Each Guarantor hereby jointly and severally, unconditionally and irrevocably guarantees to each of Bank the Administrative Agent, the Collateral Agent, the Lenders full and each of their Affiliates party to a Covered Swap Agreement (individually a “Guaranteed Party” and collectively, the “Guaranteed Parties”) the punctual complete payment of all sums now owing or which may in the future be owing by the Borrower under the Facility Documents, when the same are due and payabledue, whether on demand, at stated maturity, maturity or by acceleration or otherwise, and whether for principal, interest, fees, expenses, indemnification or otherwise (all of the foregoing sums being Debt of Borrower arising under the “Liabilities”)Credit Agreement and the other Credit Documents. Upon failure by the Borrower to pay punctually any Liability, each of the Guarantors Each Guarantor agrees that it shall forthwith on demand pay to the Administrative Agent for the benefit of the Guaranteed Parties (or in the case of amounts owing under a Covered Swap Agreement, to the applicable Guaranteed Party) the amount not so paid at the place and in the manner specified in the applicable Facility Document. The Liabilities include, without limitation, interest accruing after the commencement of a proceeding under bankruptcy, insolvency or similar laws of any jurisdiction at the rate or rates provided in the Facility Documents. This this Guaranty is a present and continuing guaranty of payment and not of collection only. The Guaranteed Parties collectibility, and that Bank shall not be required to exhaust prosecute collection, enforcement or other remedies against Borrower, any right or remedy or take any action against the Borrower other Guarantor or any other person or entity or any collateral. Each Guarantor agrees that, as between Person before calling such Guarantor for payment. The obligations of each Guarantor hereunder and under any of the Guaranteed Parties, the Liabilities may be declared other Credit Documents to be due and payable for the purposes which any Guarantor is subject hereinafter are referred to as such Guarantor's "Obligations." Notwithstanding any provisions of this Guaranty notwithstanding to the contrary, it is intended that this Guaranty not constitute a "Fraudulent Conveyance" (as defined below). Consequently, each Guarantor agrees that if this Guaranty would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty shall be valid and enforceable only to the maximum extent that would not cause this Guaranty to constitute a Fraudulent Conveyance, and this Guaranty shall automatically be deemed to have been amended accordingly at all relevant times. For purposes hereof, "Fraudulent Conveyance" means a fraudulent conveyance under Section 548 of Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any stayapplicable fraudulent conveyance or fraudulent transfer law, injunction order, ruling, decision or similar law, order, ruling or decision binding upon any Guarantor of any foreign, federal, state, municipal or other prohibition which may preventgovernment, delay or vitiate any declaration department, commission, board, bureau, agency, public authority or instrumentality thereof or any court or arbitrator (each, a "Governmental Body"), as regards the Borrower and that in the event of a declaration or attempted declaration, the Liabilities shall immediately become due and payable by such Guarantor for the purposes of this Guaranty. All liabilities of the Guarantors hereunder shall be the joint and several liabilities of each Guarantoreffect from time to time.

Guaranty of Payment. Each This guaranty is and shall remain an unconditional and continuing guaranty of payment and performance and not a guaranty of collection, shall remain in full force and effect irrespective of any interruption in the business and other dealings and relations of Customer with Bank and shall apply to and guarantee the due and punctual payment and performance of all Obligations of Customer due by Customer to Bank. To that end, Guarantor unconditionally hereby expressly waives (1) any right to require Bank to bring any action against Customer, (2) any right to require Bank to bring any action against any other person, (3) any right to require Bank to recover from any collateral and irrevocably guarantees other security and (4) any right to each require Bank to recover from any balance of any deposit or other accounts on the books of Bank in favor of Customer or any other person through set-off, recoupment or otherwise; and, without limiting the generality of the Administrative Agentforegoing, Guarantor herewith expressly waives any right Guarantor otherwise might have or might have had under the Collateral Agentprovisions of Section 26-7 of the North Carolina General Statutes, et seq. or other North Carolina laws to require Bank to attempt to recover against Customer and to realize upon any collateral and other security which Bank holds for the Lenders and each Obligations of their Affiliates party Customer. Any Guarantor, by a written notice, delivered personally to a Covered Swap Agreement (individually a “Guaranteed Party” and collectively, the “Guaranteed Parties”) the punctual payment or received by certified or registered United States Mail by an authorized officer of all sums now owing or which may Bank in the future be owing by the Borrower under the Facility Documents, when the same are due and payable, whether on demandBank’s Loan Servicing Center (or successor thereto), at stated maturitythe address of Bank first above given, may terminate their guaranty hereunder with respect to only those Obligations of Customer which arise more than thirty (30) business days after the date on which such written notice is so delivered to or received by acceleration said Bank officer. Such written notice of termination shall be the sole and exclusive method for terminating this guaranty as to future Obligations of Customer and notwithstanding termination, this Guaranty Agreement and the guaranty created hereby and all security given for this guaranty or otherwisethe Obligations of Customer shall remain in full force and effect as to all Obligations of Customer incurred, and whether for principalexisting or arising in any manner pre-termination, interest, fees, expenses, indemnification or otherwise (all of the foregoing sums being the “Liabilities”). Upon failure by the Borrower to pay punctually any Liability, each of the Guarantors agrees that it shall forthwith on demand pay to the Administrative Agent for the benefit of the Guaranteed Parties (or in the case of amounts owing under a Covered Swap Agreement, to the applicable Guaranteed Party) the amount not so paid at the place and in the manner specified in the applicable Facility Document. The Liabilities includeincluding, without limitation, interest accruing all Obligations of Customer arising under loan commitments which exist pre-termination, all Obligations of Customer under lines of credit and revolving lines of credit for advances both pre- and post-termination and all Obligations of Customer arising from renewals, extensions, replacements, substitutions, amendments and modifications of the Obligations of Customer, in whole or in part, whether any of the foregoing are made with or without notice to Guarantor before or after the commencement effective date of a proceeding under bankruptcy, insolvency or similar laws of any jurisdiction at the rate or rates provided in the Facility Documents. This Guaranty is a guaranty of payment and not of collection only. The Guaranteed Parties shall not be required to exhaust any right or remedy or take any action against the Borrower or any other person or entity or any collateral. Each Guarantor agrees that, as between such Guarantor and the Guaranteed Parties, the Liabilities may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards the Borrower and that in the event of a declaration or attempted declaration, the Liabilities shall immediately become due and payable by such Guarantor for the purposes of this Guaranty. All liabilities of the Guarantors hereunder shall be the joint and several liabilities of each Guarantortermination.

Guaranty of Payment. Each Guarantor hereby unconditionally and irrevocably guarantees to each of Lenders the Administrative Agentpayment, the Collateral Agent, the Lenders as and each of their Affiliates party to a Covered Swap Agreement (individually a “Guaranteed Party” and collectively, the “Guaranteed Parties”) the punctual payment of all sums now owing or which may in the future be owing by the Borrower under the Facility Documents, when the same are shall be due and payable, whether on demand, at stated maturityby lapse of time, by acceleration of maturity or otherwise, and whether for at all times thereafter, of all principal, interest, fees, costs, expenses, indemnification indebtedness and other Obligations now or otherwise hereafter due and owing to Lenders pursuant to the Credit Agreement, the Notes, and the other Loan Documents, and all renewals, extensions, refinancings, modifications or amendments of such indebtedness or any part thereof (all of the foregoing sums being herein collectively called the “LiabilitiesIndebtedness”). Upon failure by This Guaranty covers the Borrower to pay punctually any Liability, each of the Guarantors agrees that it shall forthwith on demand pay Indebtedness whether presently outstanding or arising subsequent to the Administrative Agent for the benefit of the Guaranteed Parties (date hereof including any and all amounts advanced by Lenders in stages or in the case of amounts owing under a Covered Swap Agreement, to the applicable Guaranteed Party) the amount not so paid at the place and in the manner specified in the applicable Facility Documentinstallments. The Liabilities include, without limitation, interest accruing after the commencement guaranty of a proceeding under bankruptcy, insolvency or similar laws of any jurisdiction at the rate or rates provided Guarantor as set forth in the Facility Documents. This Guaranty this paragraph is a guaranty of payment and not of collection onlycollection. The Guaranteed Parties amounts payable by Guarantor under this Guaranty (which amounts shall not be required to exhaust any right or remedy or take any action against include the Borrower or any other person or entity or any collateral. Each obligations of Guarantor agrees that, as between such Guarantor under both this paragraph and the Guaranteed Parties, the Liabilities may be declared to paragraph 2 below) shall be due and payable for immediately upon receipt by Guarantor of written notice of the purposes amounts which are so due and payable. Guarantor has been supplied a copy of the Credit Agreement and, in particular, has been advised of, read and understood Section 6.15 thereof. To the extent that Guaranty Proceeds are actually distributed to holders of Senior Debt, Guarantor understands and agrees that the Guaranteed Obligation shall not be deemed reduced by any such payment EXHIBIT G - SECOND AMENDED AND RESTATED CREDIT AGREEMENT (Camden Property Trust) Page 1 and Guarantor will continue to make payments pursuant to this Guaranty notwithstanding until such time as the Guaranteed Obligation has been paid in full after taking into effect any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards the Borrower and that in the event distributions of a declaration or attempted declaration, the Liabilities shall immediately become due and payable by such Guarantor for the purposes of this Guaranty. All liabilities Guaranty Proceeds to holders of the Guarantors hereunder shall be the joint and several liabilities of each GuarantorSenior Debt.

Guaranty of Payment. Each Guarantor Subject to the limitation set forth below, (i) each Borrower hereby absolutely, irrevocably and unconditionally and irrevocably guarantees to each Secured Party the prompt payment of all Obligations (other than Excluded Swap Obligations) of the Administrative AgentQualified Borrowers and (ii) the Guarantor hereby absolutely, irrevocably and unconditionally guarantees to each Secured Party the Collateral Agent, prompt payment of all Obligations (other than Excluded Swap Obligations) of the Lenders and each of their Affiliates party to a Covered Swap Agreement Borrowers (individually a “Guaranteed Party” and collectively, the “Guaranteed PartiesObligations”) the punctual payment of all sums now owing or which may in the future be owing by the Borrower under the Facility Documents, full when the same are due and payable, (whether on demand, at stated maturity, as a mandatory prepayment, by acceleration or otherwise, ) and whether for principal, interest, fees, expenses, indemnification or otherwise (the timely performance of all of other obligations under this Credit Agreement and the foregoing sums being the “Liabilities”). Upon failure by the Borrower to pay punctually any Liability, each of the Guarantors agrees that it shall forthwith on demand pay to the Administrative Agent for the benefit of the Guaranteed Parties (or in the case of amounts owing under a Covered Swap Agreement, to the applicable Guaranteed Party) the amount not so paid at the place and in the manner specified in the applicable Facility Documentother Loan Documents. The Liabilities include, without limitation, interest accruing after the commencement of a proceeding under bankruptcy, insolvency or similar laws of any jurisdiction at the rate or rates provided guaranty in the Facility Documents. This Guaranty this Section 6 (this “QB Guaranty”) is a guaranty of payment and not of collection onlyand is a continuing guaranty and shall apply to all of the Guaranteed Obligations whenever arising. The Guaranteed Parties Notwithstanding any provision to the contrary contained herein or in any of the other Loan Documents, to the extent the obligations of the Borrowers or the Guarantor shall not be required adjudicated to exhaust be invalid or unenforceable for any right reason (including, without limitation, because of any applicable state or remedy federal law relating to fraudulent conveyances or take transfers) then the obligations of any action against the Borrower or any other person or entity or any collateral. Each Guarantor agrees that, as between such Guarantor and the Guaranteed Parties, the Liabilities may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards the Borrower and that in the event of a declaration or attempted declaration, the Liabilities shall immediately become due and payable by such Guarantor for the purposes of this Guaranty. All liabilities of the Guarantors hereunder shall be limited to the joint maximum amount that is permissible under Applicable Law (whether federal or state or otherwise and several including, without limitation, Debtor Relief Laws). For the avoidance of doubt and notwithstanding anything to the contrary herein or in any other Loan Document, the Guaranteed Obligations of the Guarantor shall not exceed its obligation and/or liability to make capital contributions to a Borrower or the obligations and/or liabilities of Investors to make capital contributions to the Guarantor, in each Guarantorcase, pursuant to and in accordance with the applicable Governing Agreements, Subscription Agreements and/or Side Letters, if any.

Guaranty of Payment. Each Guarantor hereby, jointly and severally with each other Guarantor, unconditionally and irrevocably guarantees to each of the Administrative AgentBuyer and its successors, the Collateral Agentendorsees, the Lenders transferees and each of their Affiliates party to a Covered Swap Agreement assigns (individually a “Guaranteed Party” and collectively, the “Guaranteed Parties”"Obligees") the full and punctual performance and payment when due of all sums now any obligation of the Estate (as a Seller or Principal Stockholder) arising out of, under, or in connection with the Master Agreement (including Articles IX and X thereof) (collectively, the "Guaranteed Obligations") owing to such Obligee, without regard to any counterclaim, set-off, deduction or defense of any kind which any Guarantor may have or may assert, and without abatement, suspension, deferment or diminution on account of any occurrence whatsoever, provided, however, that no Guarantor shall be liable for any amount hereunder unless, within 10 days following (A) entry of a final judgment by a court or arbitral tribunal of competent jurisdiction in respect of payments owed by Sellers or the future be owing Principal Stockholders (or any of them) to Buyer or (B) the execution by the Borrower under Designated Stockholder or the Facility DocumentsEstate of a document acknowledging liability to Buyer, when the same are due and payable, whether on demand, at stated maturity, by acceleration or otherwise, and whether for principal, interest, fees, expenses, indemnification or otherwise (all of the foregoing sums being the “Liabilities”). Upon failure by the Borrower any Principal Stockholder shall have failed to pay punctually any Liabilitythe full amount of such Guaranteed Obligations. Such guaranty is an absolute, each of the Guarantors agrees that it shall forthwith on demand pay to the Administrative Agent for the benefit of the Guaranteed Parties (or in the case of amounts owing under a Covered Swap Agreementunconditional, to the applicable Guaranteed Party) the amount not so paid at the place and in the manner specified in the applicable Facility Document. The Liabilities include, without limitation, interest accruing after the commencement of a proceeding under bankruptcy, insolvency or similar laws of any jurisdiction at the rate or rates provided in the Facility Documents. This Guaranty is a continuing guaranty of payment and not of collection onlycollectibility, and is in no way conditioned or contingent upon any attempt to collect from the Estate, from any other Guarantor or from any other person, firm or corporation obligated with respect to, or any other guarantor of, the Guaranteed Obligations or upon any other condition or contingency. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Estate, any Guarantor or any guarantor with respect to the Guaranteed Obligations. The Guaranteed Parties liability of any Guarantor shall not be required deemed modified, released or otherwise affected by any payment or payments at any time or from time to exhaust time in respect of the Guaranteed Obligations (x) made by the Estate, any right or remedy or take Guarantor, any action against the Borrower other guarantor or any other person or entity (y) received or collected by any Obligee from the Estate, any Guarantor, any other guarantor or any collateral. Each Guarantor agrees thatother person by virtue of any action or proceeding or any set-off or appropriation or application, as between and such Guarantor and shall remain liable for the Guaranteed PartiesObligations, until all Guaranteed Obligations indefeasibly are paid in full. Notwithstanding anything in this Refunding Agreement and Guaranty to the Liabilities may contrary, no Guarantor shall be declared liable hereunder for any amount in excess of the aggregate amount of all distributions made by the Estate to be due such Guarantor from and payable for after the date hereof. For purposes of this Guaranty notwithstanding any stayRefunding Agreement and Guaranty, injunction the term "final judgment" means a judgment or other prohibition which may prevent, delay or vitiate any declaration as regards the Borrower and that in the event order of a declaration court as entered on the docket which (i) shall not have been revered, stayed, modified or attempted declarationamended and as to which the time to appeal, or to seek review or rehearing, shall have expired and as to which no appeal or petition for review, rehearing or certiorari is pending or (ii) if appealed, shall have been affirmed (or the Liabilities appeal denied or dismissed) and the time to appeal from such affirmance or to seek review or rehearing thereof shall immediately become due and payable by such Guarantor have expired or as to which no further hearing, appeal or petition for the purposes of this Guaranty. All liabilities of the Guarantors hereunder shall certiorari can be the joint and several liabilities of each Guarantortaken or granted.

Guaranty of Payment. Each Guarantor unconditionally and irrevocably guarantees to each of the Administrative Agent, the Collateral Agent, the Lenders and each of their Affiliates party to a Covered Swap Agreement (individually a “Guaranteed Party” and collectively, the “Guaranteed Parties”) the punctual payment of all sums now owing or which may in the future be owing by the Borrower under the Facility Documents, when the same are due and payable, whether on demand, at stated maturity, by acceleration or otherwise, and whether for principal, interest, fees, expenses, indemnification or otherwise (all of the foregoing sums being the “Liabilities”). Upon failure by the Borrower to pay punctually any Liability, each of the Guarantors agrees that it shall forthwith on demand pay to the Administrative Agent for the benefit of the Guaranteed Parties (or in the case of amounts owing under a Covered Swap Agreement, to the applicable Guaranteed Party) the amount not so paid at the place and in the manner specified in the applicable Facility Document. The Liabilities include, without limitation, interest accruing after the commencement of a proceeding under bankruptcy, insolvency or similar laws of any jurisdiction at the rate or rates provided in the Facility Documents. This Guaranty is a guaranty of payment and performance, ------------------- and not of collection onlycollection, and the terms, covenants and conditions of this Guaranty and the obligations of Guarantor hereunder shall be continuing, absolute and unconditional under any and all circumstances and shall be performed by Guarantor without regard to (a) the validity, regularity or enforceability of the Agreement and the Other Agreements or rights of offset with respect thereto at any time or from time to time held by AEI, (b) any defense, offset or counterclaim that may at any time be available to or be asserted by MTI against AEI and which constitutes or might be construed to constitute, an equitable or legal discharge of MTI from the Agreement or the Other Agreements or Guarantor under this Guaranty, in bankruptcy or in any other instance, (c) any law, regulation or decree, now existing or hereafter in effect, that might in any manner affect any of the terms, covenants and conditions of the Agreement or the Other Agreements or the rights, powers or remedies of AEI hereunder or thereunder as against MTI or that might cause or permit to be invoked any alteration in the time, amount or manner of payment or performance of the Agreement, or (d) the election of AEI to proceed hereunder by separate legal action with respect to each default by MTI. The Guaranteed Parties It being the purpose and intent that the terms, covenants and conditions of this Guaranty and the obligations and liabilities of Guarantor hereunder shall be continuing, absolute and unconditional under any and all circumstances, and shall not be required to exhaust any right or remedy or take any action against discharged except by payment and performance as provided herein. Guarantor expressly acknowledges that AEI is relying on the Borrower or any other person or entity or any collateral. Each guarantee by Guarantor embodied in this Guaranty in incurring obligations from MTI, and Guarantor acknowledges and agrees that, as between such Guarantor that said guarantee and the Guaranteed Parties, obligations of Guarantor under this Guaranty shall continue in full force and effect and shall in no way be impaired by any transfer by MTI of any interest in the Liabilities Agreement or the Other Agreements which may be declared to be due and payable for permitted under the purposes of this Guaranty notwithstanding any stay, injunction Agreement or other prohibition which may prevent, delay or vitiate any declaration as regards the Borrower and that in the event of a declaration or attempted declaration, the Liabilities shall immediately become due and payable by such Guarantor for the purposes of this Guaranty. All liabilities of the Guarantors hereunder shall be the joint and several liabilities of each GuarantorOther Agreements.

Guaranty of Payment. Each Guarantor For good and valuable consideration, each of the undersigned guarantors (collectively, the "Guarantors"), jointly and severally. hereby unconditionally and irrevocably guarantees to each NationsBanc Business Finance Corporation ("NationsBanc") the full, prompt and unconditional payment and performance, when due, of the Administrative Agent, the Collateral Agent, the Lenders and each of their Affiliates party to a Covered Swap Agreement all obligations (individually a “Guaranteed Party” and collectively, the “Guaranteed Parties”"Obligations") of Health & Nutrition Systems Intemational,.Inc. (the punctual payment of all sums "Client") now owing or which may in the future be owing by the Borrower hereafter due under the Facility Documentsforegoing Factoring Agreement between NationsBanc and the Client (as such agreement may from time to time be amended or restated). Each of the Guarantors also agrees, when the same are due jointly and payableseverally, to pay all costs (including attorneys fees whether on demandincurTed in connection with collection, at stated maturitytrial, by acceleration appeal or otherwise) of collection against the Guarantors under this Guaranty. Each Guarantor shall provide NationsBanc with such financial statements and tax returns as NationsBanc may from time to time request. Each Guarantor agrees that from time to time NationsBanc may, without notice to the Guarantors and whether for principalwithout affecting any liability of any Guarantor: (a) exchange, interestrelease, feessell (by foreclosure or otherwise), expensesapply, indemnification or otherwise deal with any collateral for payment or performance of the Obligations at the election of NationsBanc, (all b) release any guarantor or other person at any time liable for the Obligations or any part thereof; (c) extend, renew, or modify the terms of or accelerate the Obligations, in whole or in part; (d) modify the terms of the foregoing sums being Factoring Agreement or any other document in any way related to any Obligations; or (e) waive or fail to enforce any of its rights under any agreement evidencing, relating to or securing the “Liabilities”)Obligations. Upon failure Except as prohibited by the Borrower to pay punctually any Liabilityapplicable law, each of the Guarantors agrees that it shall forthwith on demand pay waives any right to require NationsBanc: (a) to continue providing factoring or other services to the Administrative Agent for the benefit Clients; (b) to make any presentment, protest, demand or notice of any kind, including notice of any nonpayment of the Guaranteed Parties (Obligations or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of the Client, NationsBanc, any surety, endorser, or other guarantor in connection with the Obligations or in connection with the case creation of amounts owing under new or additional obligations; (c) to resort for payment or to proceed directly or at once against any person, including the Client or any other guarantor; (d) to proceed directly against or exhaust any collateral held by NationsBanc from the Client, any guarantor or any other person; (e) to pursue any other remedy within NationsBanc's power; or (f) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. Each of the Guarantors also waives any and all rights, claims and defenses arising by reason of: (a) any "one action" or "anti-deficiency" law or any other law which may prevent NationsBanc from bringing any action, including a Covered Swap Agreementclaim for deficiency, against any of the Guarantors, before or after NationsBanc's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (b) any election of remedies by NationsBanc which destroys or otherwise adversely affects any of the Guarantors subrogation rights or any of the Guarantors rights to the applicable Guaranteed Party) the amount not so paid at the place and in the manner specified in the applicable Facility Document. The Liabilities includeproceed against NationsBanc for reimbursement, including without limitation, interest accruing after the commencement any loss of a proceeding under bankruptcy, insolvency or similar laws of rights that any jurisdiction at the rate or rates provided in the Facility Documents. This Guaranty is a guaranty of payment and not of collection only. The Guaranteed Parties shall not be required to exhaust any right or remedy or take any action against the Borrower or any other person or entity or any collateral. Each Guarantor agrees that, as between such Guarantor and the Guaranteed Parties, the Liabilities may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards the Borrower and that in the event of a declaration or attempted declaration, the Liabilities shall immediately become due and payable by such Guarantor for the purposes of this Guaranty. All liabilities of the Guarantors hereunder shall be may suffer by reason of any law limiting, qualifying or discharging the joint and several liabilities Obligations; (c) any disability or other defense of each Guarantor.the Client of any other guarantor, or of any other person, or by reason of the cessation of the Client's liability for any reason whatsoever, other than payment in full in legal tender, of the Obligations; (d) any right to claim discharge of the Obligations on the basis of

Guaranty of Payment. Each Subject to Section 2.02(b), Guarantor hereby absolutely, unconditionally and irrevocably (i) guarantees to each of the Administrative Collateral and Paying Agent, the Collateral Agent, the Lenders and each of their Affiliates party to a Covered Swap Agreement (individually a “Guaranteed Party” and collectively, the “Guaranteed Parties”) the punctual payment of all sums now owing or which may in the future be owing by the Borrower under the Facility Documents, when the same are due and payable, whether on demand, at stated maturity, by acceleration or otherwise, and whether for principal, interest, fees, expenses, indemnification or otherwise (all of the foregoing sums being the “Liabilities”). Upon failure by the Borrower to pay punctually any Liability, each of the Guarantors agrees that it shall forthwith on demand pay to the Administrative Agent for the benefit of the Secured Parties, the punctual payment when due, whether on the scheduled payment date, by lapse of time, by acceleration of maturity, or otherwise, of one-half of the Guaranteed Parties Indebtedness and (or in the case of amounts owing under a Covered Swap Agreement, ii) agrees punctually to pay to the applicable Guaranteed PartyCollateral and Paying Agent, for the benefit of the Secured Parties, all Guarantor’s other payment obligations under this Guaranty (the obligations of Guarantor described in clauses (i) the amount not so paid at the place and in the manner specified in the applicable Facility Document. The Liabilities include, without limitation, interest accruing after the commencement (ii) of a proceeding under bankruptcy, insolvency or similar laws of any jurisdiction at the rate or rates provided in the Facility Documentsthis sentence being hereafter referred to as “Guarantor’s Obligations”). This Guaranty is a guaranty covers Guarantor’s Obligations, whether presently existing or arising subsequent to the date hereof. Guarantor agrees that if all or any part of payment and not of collection only. The the Guaranteed Parties Indebtedness shall not be required punctually paid when due, whether on the scheduled payment date, by lapse of time, by acceleration of maturity or otherwise, Guarantor shall, within one (1) Business Day after receipt of written demand from the Collateral and Paying Agent (provided, however, that the failure of the Collateral and Paying Agent to exhaust make such demand shall not relieve, discharge or waive any right rights of the Collateral and Paying Agent against Guarantor in any respect of Guarantor’s Obligations under this Guaranty), pay Guarantor’s Obligations to the Collateral and Paying Agent by wire transfer to the Collection Account. The Collateral and Paying Agent may, but shall have no obligation to, make such demand(s) at any time coincident with or remedy after the time for payment of all or take any action against the Borrower or any other person or entity or any collateral. Each Guarantor agrees that, as between such Guarantor and part of the Guaranteed Parties, the Liabilities Indebtedness and such demand(s) may be declared made from time to be due and payable for time with respect to the purposes of this Guaranty notwithstanding any stay, injunction same or other prohibition which may prevent, delay or vitiate any declaration as regards the Borrower and that in the event of a declaration or attempted declaration, the Liabilities shall immediately become due and payable by such Guarantor for the purposes of this Guaranty. All liabilities different items of the Guarantors hereunder shall be the joint and several liabilities of each GuarantorGuaranteed Indebtedness.

Guaranty of Payment. Each Guarantor unconditionally and irrevocably guarantees to each of the Administrative Agent, the Collateral Agent, the Lenders and each of their Affiliates party to a Covered Swap Agreement (individually a “Guaranteed Party” and collectively, the “Guaranteed Parties”) the punctual payment of all sums now owing or which may in the future be owing by the Borrower under the Facility Documents, when the same are due and payable, whether on demand, at stated maturity, by acceleration or otherwise, and whether for principal, interest, fees, expenses, indemnification or otherwise (all of the foregoing sums being the “Liabilities”). Upon failure by the Borrower to pay punctually any Liability, each of the Guarantors further agrees that it shall forthwith on demand pay to the Administrative Agent for the benefit of the Guaranteed Parties (or in the case of amounts owing under a Covered Swap Agreement, to the applicable Guaranteed Party) the amount not so paid at the place and in the manner specified in the applicable Facility Document. The Liabilities include, without limitation, interest accruing after the commencement of a proceeding under bankruptcy, insolvency or similar laws of any jurisdiction at the rate or rates provided in the Facility Documents. This Guaranty is its guaranty constitutes a guaranty of payment when due and not of collection only. The Guaranteed Parties shall not be required to exhaust collection, and waives any right to require that any resort be had by Lender to any of the security held for payment of the Guaranteed Obligations or remedy to any balance of any deposit account or take any action against credit on the books of Lender in favor of the Borrower or any other person Person. No Discharge or entity Diminishment of Guaranty. The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Guaranteed Obligations), including any claim of waiver, release, surrender, alteration or compromise of any of the Guaranteed Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by the failure of Lender to assert any claim or demand or to enforce any remedy under the Credit Agreement except to the extent otherwise provided by applicable law, any other Loan Document, Rate Management Agreement, any document relating to any Treasury Management Obligation, or any collateral. Each Guarantor agrees thatother agreement, as between such Guarantor and by any waiver or modification of any provision of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Guaranteed PartiesObligations, or by any other act or omission that may or might in any manner or to the Liabilities may be declared to be due and payable for extent vary the purposes risk of this Guaranty notwithstanding any stay, injunction Guarantor or other prohibition which may prevent, delay or vitiate any declaration that would otherwise operate as regards the Borrower and that in the event of a declaration or attempted declaration, the Liabilities shall immediately become due and payable by such Guarantor for the purposes of this Guaranty. All liabilities of the Guarantors hereunder shall be the joint and several liabilities discharge of each GuarantorGuarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations).

Guaranty of Payment. Each Guarantor hereby unconditionally and irrevocably guarantees to each of the Administrative Agent, the Collateral Agent, the Agent and Lenders and each of their Affiliates party to a Covered Swap Agreement (individually a “Guaranteed Party” and collectively, the “Guaranteed Parties”) the punctual payment of all sums now owing or which may in the future be owing by the Borrower under the Facility Documents, when the same are due and payabledue, whether on demand, at stated maturityby lapse of time, by acceleration of maturity, or otherwise, of (i) of any and whether for principalall obligations, interestindebtedness and liabilities of Borrower that constitute Obligations (as defined in the Loan Agreement), feessubject to the limitations provided in the attached Rider (which Rider is incorporated herein by this reference, expenses, indemnification or otherwise the same as though set forth herein in full) (all of the foregoing sums being the “LiabilitiesLimited Repayment Guaranteed Obligations”). Upon failure by , (ii) upon the Borrower to pay punctually any Liabilityoccurrence of a Triggering Event (as hereinafter defined), each of the Guarantors agrees that it shall forthwith on demand pay to the Administrative Agent for the benefit of the Guaranteed Parties all principal and interest (or in the case of amounts owing under a Covered Swap Agreement, to the applicable Guaranteed Party) the amount not so paid at the place and in the manner specified in the applicable Facility Document. The Liabilities include, without limitation, including interest accruing after maturity and after the commencement of a any bankruptcy or insolvency proceeding under bankruptcyby or against Borrower, insolvency whether or similar laws not allowed in such proceeding) now or hereafter due and owing, or which Borrower is obligated to pay, pursuant to the terms of any jurisdiction at Note, the rate Loan Agreement, the Security Instrument, or rates any of the other Loan Documents, as the same may from time to time be amended, supplemented, restated or otherwise modified, and (iii) regardless of whether a Triggering Event shall have occurred, one hundred percent (100%) of all amounts owing under the Environmental Agreement by Borrower (as the same has been amended and restated pursuant to and in accordance with the Loan Agreement) (the “Guaranteed Environmental Obligations”), subject to the limitations provided in the Facility Documentsattached Rider (the amounts described in clauses (i), (ii) and (iii) above shall be referred to herein, collectively, as the “Indebtedness”). The Indebtedness shall also include all costs and expenses incurred by Administrative Agent in seeking to enforce Administrative Agent’s rights and remedies under this Guaranty, including court costs, costs of alternative dispute resolution and reasonable attorneys’ fees, whether or not suit is filed or other proceedings are initiated thereon. This Guaranty covers, subject to the other terms and conditions of this Guaranty, the Indebtedness presently outstanding and the Indebtedness arising subsequent to the date hereof, including all amounts advanced by Administrative Agent or Lenders in stages or installments. The guaranty of Guarantor as set forth in this Section 1 is a continuing guaranty of payment and not a guaranty of collection onlycollection. The Guaranteed Parties shall not be required to exhaust 3 As used herein, “Triggering Event” means: (i) any right voluntary transfer of the Property in violation of the terms of the Loan Documents, (ii) Borrower’s voluntary filing of any proceeding for relief under any federal or remedy state bankruptcy, insolvency or take any action against the Borrower receivership laws or any other person assignment for the benefit of creditors made by Borrower, or entity (iii) the involuntary filing against Borrower by Guarantor or any collateralmember of Borrower, Guarantor or any Affiliate thereof of any proceeding for relief under any federal or state bankruptcy, insolvency or receivership laws. Each Guarantor agrees that, as between such Guarantor and the Guaranteed Parties, the Liabilities may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards the Borrower and that in the event of a declaration or attempted declaration, the Liabilities shall immediately become due and payable by such Guarantor for the purposes of this Guaranty. All liabilities of the Guarantors hereunder shall be the joint and several liabilities of each GuarantorSection 2.

Guaranty of Payment. Each Guarantor Guarantor, jointly and severally, absolutely, unconditionally and irrevocably guarantees to each of the Administrative Agent, the Collateral Agent, the Lenders full and each of their Affiliates party to a Covered Swap Agreement prompt payment in United States currency when due (individually a “Guaranteed Party” and collectively, the “Guaranteed Parties”) the punctual payment of all sums now owing or which may in the future be owing by the Borrower under the Facility Documents, when the same are due and payable, whether on demand, at stated maturity, a stated prepayment date or earlier by reason of acceleration or otherwise) and at all times thereafter, and whether for principal, interest, fees, expenses, indemnification or otherwise (of all of the foregoing sums being indebtedness, existing on the “Liabilities”). Upon failure date hereof or arising from time to time hereafter, whether direct or indirect, joint or several, actual, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising by the Borrower to pay punctually any Liabilitycontract, each operation of law or otherwise, of the Guarantors agrees that it shall forthwith on demand pay Company to the Administrative Agent for the benefit any Guaranty Beneficiary under or in respect of the Guaranteed Parties (or in the case of amounts owing under a Covered Swap Note Agreement, to the applicable Guaranteed Party) Notes and the amount not so paid at other Transaction Documents, including, without limitation, the place principal of and in the manner specified in the applicable Facility Document. The Liabilities includeinterest (including, without limitation, interest accruing before, during or after the commencement of a proceeding under any bankruptcy, insolvency insolvency, reorganization, arrangement, readjustment of debt, liquidation or similar laws dissolution proceeding, and, if interest ceases to accrue by operation of law by reason of any jurisdiction at the rate or rates provided such proceeding, interest which otherwise would have accrued in the Facility Documentsabsence of such proceeding, whether or not allowed as a claim in such proceeding) on the Notes and any Yield-Maintenance Amount (collectively, the “Guarantied Obligations”). This Guaranty is a continuing guaranty of payment and not of collection onlycollection. The Guaranteed Parties Notwithstanding the foregoing, the aggregate amount of any Guarantor’s liability under this Guaranty shall not exceed the maximum amount that such Guarantor can guaranty without violating, or causing this Guaranty or such Guarantor’s obligations under this Guaranty to be void, voidable or otherwise unenforceable under, any fraudulent conveyance or fraudulent transfer law, including Section 548(a)(2) of the Bankruptcy Code. Upon an Event of Default, any Guaranty Beneficiary may, at its sole election and without notice, proceed directly and at once against any Guarantor to seek and enforce payment of, and to collect and recover, the Guarantied Obligations, or any portion thereof, without first proceeding against the Company, any other Guarantor or any other Person or against any security for the Guarantied Obligations or for the liability of any such other Person or the Guarantor hereunder. Each Guaranty Beneficiary shall have the exclusive right to determine the application of payments and credits, if any, to such Guaranty Beneficiary from each Guarantor, the Company or from any other Person on account of the Guarantied Obligations or otherwise. This Guaranty and all covenants and agreements of each Guarantor contained herein shall continue in full force and effect and shall not be required to exhaust any right or remedy or take any action against the Borrower or any other person or entity or any collateral. Each Guarantor agrees that, discharged until such a time as between such Guarantor and the Guaranteed Parties, the Liabilities may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards the Borrower and that in the event of a declaration or attempted declaration, the Liabilities shall immediately become due and payable by such Guarantor for the purposes of this Guaranty. All liabilities all of the Guarantors hereunder Guarantied Obligations shall be the joint and several liabilities of each Guarantorindefeasibly paid in full in cash.

Guaranty of Payment. Each Guarantor The Borrower hereby, absolutely, irrevocably and unconditionally guarantees, as primary obligor and irrevocably guarantees to each of the Administrative Agentnot as surety, the Collateral Agent, the Lenders full and each of their Affiliates party to a Covered Swap Agreement (individually a “Guaranteed Party” and collectively, the “Guaranteed Parties”) the punctual payment of all sums now owing or which may in the future be owing by the Borrower under the Facility Documents, when the same are due and payable, (whether on demand, at stated maturity, by upon acceleration or early termination or otherwise, and whether for principal, interest, fees, expenses, indemnification or otherwise (at all times thereafter) and performance of the foregoing sums being Obligations of the “Liabilities”Subsidiary Borrower, including without limitation any such Obligations incurred or accrued during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding of the Subsidiary Borrower, whether or not allowed or allowable in such proceeding (collectively, the "Guaranteed Debt"). Upon failure by the Subsidiary Borrower to pay punctually any Liabilitysuch amount pursuant to this Amended Agreement or to deposit any amount or deliver any cash collateral, each of execute any documents or take any other action pursuant to this Amended Agreement or any other Loan Document, the Guarantors Borrower agrees that it shall forthwith on demand pay to (or deposit with, as applicable) the Administrative Agent for the benefit of the Guaranteed Parties (or in the case of amounts owing under a Covered Swap AgreementLenders and, to the applicable Guaranteed Party) if applicable, their Affiliates, the amount not so paid or deposited at the place and in the manner specified in this Amended Agreement or any other Loan Document, as the applicable Facility Document. The Liabilities includecase may be, without limitationand shall also execute any documents and take any other action the Subsidiary Borrower is required to execute or take but has failed to execute or take (it being understood that the intent hereof is that to the extent that the Subsidiary Borrower shall fail to provide the Administrative Agent with a perfected first priority security interest in a specified amount of cash collateral as required hereby, the Borrower shall be obligated to make all deposits, sign all documents and take all such other actions as may be required to assure the Administrative Agent such a security interest accruing after the commencement of a proceeding under bankruptcy, insolvency or similar laws of any jurisdiction at the rate or rates provided in the Facility Documentssuch cash collateral). This Guaranty is a guaranty of payment and not of collection onlycollection. The Guaranteed Parties shall not be required to exhaust Borrower waives any right to require the Administrative Agent or remedy or take any action against Lender to xxx the Borrower Subsidiary Borrower, any other guarantor, or any other person or entity obligated for all or any collateral. Each Guarantor agrees that, as between such Guarantor and part of the Guaranteed PartiesDebt, the Liabilities may be declared or otherwise to be due and payable for the purposes of this Guaranty notwithstanding enforce its payment against any stay, injunction collateral securing all or other prohibition which may prevent, delay or vitiate any declaration as regards the Borrower and that in the event of a declaration or attempted declaration, the Liabilities shall immediately become due and payable by such Guarantor for the purposes of this Guaranty. All liabilities part of the Guarantors hereunder shall be the joint and several liabilities of each GuarantorGuaranteed Debt.

Guaranty of Payment. Each Guarantor hereby jointly and severally, unconditionally and irrevocably guarantees to each of the Administrative Agent, the Collateral Agent, the Agent and Lenders and each of their Affiliates party to a Covered Swap Agreement (individually a “Guaranteed Party” and collectively, the “Guaranteed Parties”) the punctual payment of all sums now owing or which may in the future be owing by the Borrower under the Facility Documents, when the same are due and payabledue, whether on demand, at stated maturityby lapse of time, by acceleration of maturity, or otherwise, and whether for of (a) all principal, interest, fees, expenses, indemnification or otherwise interest (all of the foregoing sums being the “Liabilities”). Upon failure by the Borrower to pay punctually any Liability, each of the Guarantors agrees that it shall forthwith on demand pay to the Administrative Agent for the benefit of the Guaranteed Parties (or in the case of amounts owing under a Covered Swap Agreement, to the applicable Guaranteed Party) the amount not so paid at the place and in the manner specified in the applicable Facility Document. The Liabilities include, without limitation, including interest accruing after the commencement of any bankruptcy or insolvency proceeding by or against Borrower, whether or not allowed in such proceeding), fees, late charges, costs, expenses, indemnification indebtedness, and other sums of money now or hereafter due and owing, or which Borrower is obligated to pay, pursuant to the terms of the Note, the Loan Agreement, the Mortgage, the Environmental Agreement, any application, agreement, note or other document executed and delivered in connection with any Swap Contract or any other Loan Documents, including any indemnifications contained in the Loan Documents, now or hereafter existing, and all renewals, extensions, refinancings, modifications, supplements or amendments of such indebtedness, or any of the Loan Documents, or any part thereof, (b) payment by Borrower of all customary or necessary costs and expenses actually incurred by Borrower, Administrative Agent or Lenders in connection with the operation, maintenance and management of the Land and the Improvements, including, without limitation, condominium common charges and assessments, insurance premiums, taxes and assessments, payments in lieu of taxes, utilities, repair, replacement and all other maintenance costs and expenses, equipment lease payments, management fees, professional fees, accounting fees, salaries, fringe and other benefits due to all employees engaged in the operation, maintenance or management of the Land and the Improvements, payroll and related taxes and any and all other customary or necessary operating expenses, (c) any and all transfer taxes which may be due in connection with the foreclosure of the Mortgage or delivery of a proceeding deed-in-lieu of foreclosure of the Mortgage, (d) all legal and other costs or expenses paid or incurred by or on behalf of Administrative Agent and/or Lenders in the enforcement thereof or hereof, (e) all leasing commissions, tenant allowances and/or other amounts which Borrower is obligated to pay as landlord under bankruptcyany and all existing leases of the Property and under any and all future leases at the Property executed while Borrower owns the Property and (f) any loss, insolvency cost, damage or similar laws expense paid or incurred by or on behalf of Administrative Agent and Lenders by reason of (i) any fraud or material misrepresentation, (ii) taxes of any jurisdiction at kind (whether characterized as transfer, gains or other taxes) payable in connection with the rate or rates foreclosure sale of the Property, irrespective of who pays such taxes, (iii) application of any proceeds of the Loan to any purpose other than as provided in the Facility Documents. This Guaranty is a guaranty of payment and not of collection only. The Guaranteed Parties Loan Documents (provided that Guarantor’s liability under this clause (iii) shall not be required apply to exhaust distributions made by Borrower more than thirty (30) days prior to a Default provided that such distributions are in the ordinary course of business and Borrower is solvent at the time of such distributions); (iv) the application of any right insurance or remedy or take any action against the Borrower or any other person or entity or any collateral. Each Guarantor agrees that, as between such Guarantor and the Guaranteed Parties, the Liabilities may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction condemnation proceeds or other prohibition funds or payments other than strictly in accordance with the Loan Documents, (v) the misapplication of any security deposits, (vi) rents, sales proceeds, or other sums received after default under the Loan Documents which may prevent, delay are not applied to expenses of operating the Property or vitiate any declaration as regards the Borrower and that in the event of paid to Administrative Agent or a declaration or attempted declaration, the Liabilities shall immediately become due and payable by such Guarantor for the purposes of this Guaranty. All liabilities duly appointed receiver of the Guarantors hereunder shall be Property, (vii) any failure to deliver to Administrative Agent, after demand therefor, any agreements relating to the joint and several liabilities operation, management, leasing, use, occupancy or construction of each Guarantor.the Property, (viii) any intentional physical waste in respect of the Property, (ix) any failure to pay or discharge any real estate tax,

Guaranty of Payment. Each Guarantor (not merely as a surety or guarantor of collection)hereby jointly, severally, unconditionally and irrevocably irrevocably, guarantees to each of the Administrative Agent, the Collateral Agent, the Lenders and each of their Affiliates party to a Covered Swap Agreement (individually a “Guaranteed Party” and collectively, the “Guaranteed Parties”) the punctual payment of all sums now owing or which may in the future be owing by the Borrower under the Facility Documents, and performance when the same are due and payabledue, whether on demand, at stated maturity, as an installment, by prepayment or by demand, acceleration or otherwise, and whether for principal, interest, fees, expenses, indemnification of all Obligations of the Borrowers heretofore or otherwise (hereafter existing. If any or all of the foregoing sums being Obligations become due and payable under the “Liabilities”Credit Agreement, the Guarantors jointly and severally and unconditionally promise to pay such Obligations, on demand, together with any and all expenses (including reasonable counsel fees and expenses), which may be incurred by the Agent in collecting any of the Obligations and in connection with the protection, defense and enforcement of any rights under the Credit Agreement or under any other Loan Document (the "Expenses"). Upon failure by The Guarantors guarantee that the Borrower to pay punctually any Liability, each Obligations shall be paid strictly in accordance with the terms of the Guarantors agrees that it shall forthwith on demand pay to the Administrative Agent for the benefit of the Guaranteed Parties (or in the case of amounts owing under a Covered Swap Credit Agreement, to the applicable Guaranteed Party) the amount not so paid at the place and in the manner specified in the applicable Facility Document. The Liabilities Obligations include, without limitation, interest accruing after the commencement of a proceeding under bankruptcy, insolvency or similar laws of any jurisdiction at the rate or rates provided in the Facility Documents. This Guaranty is a guaranty of payment and not of collection onlyCredit Agreement. The Guaranteed Parties Agent shall not be required to exhaust any right or remedy or take any action against the any Borrower or any other person or entity or any collateralcollateral prior to any demand or other action hereunder against the Guarantors. Each Guarantor agrees The Guarantors agree that, as between such Guarantor the Guarantors and the Guaranteed PartiesAgent, the Liabilities Obligations may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards the Borrower Borrowers and that in the event of a declaration or attempted declaration, the Liabilities Obligations shall immediately become due and payable by such Guarantor the Guarantors for the purposes of this GuarantyGuaranty and each Guarantor shall forthwith pay the Obligations specified by the Agent to be paid as provided in the Credit Agreement without further notice or demand. All liabilities Notwithstanding anything contained herein or in the Credit Agreement, any Loan Document or any other document or any other agreement, security document or instrument relating hereto or thereto to the contrary, the maximum liability of the Guarantors each Guarantor hereunder shall be never exceed the joint and several liabilities of each Guarantormaximum amount that said Guarantor could pay without having such payment set aside as a fraudulent transfer or fraudulent conveyance or similar action under the U.S. Bankruptcy Code or applicable state or foreign law.

Guaranty of Payment. Each Guarantor The Borrower hereby, absolutely, irrevocably and unconditionally guarantees, as primary obligor and irrevocably guarantees to each not as surety, the full and punctual payment (whether at stated maturity, upon acceleration or early termination or otherwise, and at all times thereafter) and performance of the Administrative AgentObligations of the Subsidiary Borrower, including without limitation any such Obligations incurred or accrued during the Collateral Agentpendency of any bankruptcy, insolvency, receivership or other similar proceeding of the Lenders and each of their Affiliates party to a Covered Swap Agreement Subsidiary Borrower, whether or not allowed or allowable in such proceeding (individually a “Guaranteed Party” and collectively, the “Guaranteed Parties”) the punctual payment of all sums now owing or which may in the future be owing by the Borrower under the Facility Documents, when the same are due and payable, whether on demand, at stated maturity, by acceleration or otherwise, and whether for principal, interest, fees, expenses, indemnification or otherwise (all of the foregoing sums being the “LiabilitiesDebt”). Upon failure by the Subsidiary Borrower to pay punctually any Liabilitysuch amount pursuant to this Amended Agreement or to deposit any amount or deliver any cash collateral, each of execute any documents or take any other action pursuant to this Amended Agreement or any other Loan Document, the Guarantors Borrower agrees that it shall forthwith on demand pay to (or deposit with, as applicable) the Administrative Agent for the benefit of the Guaranteed Parties (or in the case of amounts owing under a Covered Swap AgreementLenders and, to the applicable Guaranteed Party) if applicable, their Affiliates, the amount not so paid or deposited at the place and in the manner specified in this Amended Agreement or any other Loan Document, as the applicable Facility Document. The Liabilities includecase may be, without limitationand shall also execute any documents and take any other action the Subsidiary Borrower is required to execute or take but has failed to execute or take (it being understood that the intent hereof is that to the extent that the Subsidiary Borrower shall fail to provide the Administrative Agent with a perfected first priority security interest in a specified amount of cash collateral as required hereby, the Borrower shall be obligated to make all deposits, sign all documents and take all such other actions as may be required to assure the Administrative Agent such a security interest accruing after the commencement of a proceeding under bankruptcy, insolvency or similar laws of any jurisdiction at the rate or rates provided in the Facility Documentssuch cash collateral). This Guaranty is a guaranty of payment and not of collection onlycollection. The Guaranteed Parties shall not be required to exhaust Borrower waives any right to require the Administrative Agent or remedy or take any action against Lender to sxx the Borrower Subsidiary Borrower, any other guarantor, or any other person or entity obligated for all or any collateral. Each Guarantor agrees that, as between such Guarantor and part of the Guaranteed PartiesDebt, the Liabilities may be declared or otherwise to be due and payable for the purposes of this Guaranty notwithstanding enforce its payment against any stay, injunction collateral securing all or other prohibition which may prevent, delay or vitiate any declaration as regards the Borrower and that in the event of a declaration or attempted declaration, the Liabilities shall immediately become due and payable by such Guarantor for the purposes of this Guaranty. All liabilities part of the Guarantors hereunder shall be the joint and several liabilities of each GuarantorGuaranteed Debt.

Guaranty of Payment. Each Guarantor hereby unconditionally and irrevocably guarantees to each of the Administrative Agent, the Collateral Agent, the Agent and Lenders and each of their Affiliates party to a Covered Swap Agreement (individually a “Guaranteed Party” and collectively, the “Guaranteed Parties”) the punctual payment of all sums now owing or which may in the future be owing by the Borrower under the Facility Documents, when the same are due and payabledue, whether on demand, at stated maturityby lapse of time, by acceleration of maturity, or otherwise, of (i) upon the occurrence of a Triggering Event (as hereinafter defined), all principal and whether for principal, interest, fees, expenses, indemnification or otherwise interest (all of the foregoing sums being the “Liabilities”). Upon failure by the Borrower to pay punctually any Liability, each of the Guarantors agrees that it shall forthwith on demand pay to the Administrative Agent for the benefit of the Guaranteed Parties (or in the case of amounts owing under a Covered Swap Agreement, to the applicable Guaranteed Party) the amount not so paid at the place and in the manner specified in the applicable Facility Document. The Liabilities include, without limitation, including interest accruing after maturity and after the commencement of a any bankruptcy or insolvency proceeding under bankruptcyby or against Borrower, insolvency whether or similar laws not allowed in such proceeding) now or hereafter due and owing, or which Borrower is obligated to pay, pursuant to the terms of any jurisdiction Note, the Loan Agreement, the Deed of Trust, or any of the other Loan Documents, as the same may from time to time be amended, supplemented, restated or otherwise modified, and (ii) regardless of whether a Triggering Event shall have occurred, one hundred percent (100%) of all amounts owing under the Environmental Agreement by Borrower if (and only if) the Environmental Insurance Policy (as defined in and substantially and materially in the form approved by Administrative Agent pursuant to the Loan Agreement) is not then in place or, if not then in place, does not otherwise cover Borrower for claims relating to environmental matters when and if demand is made by Administrative Agent or any Lender under the Environmental Agreement (i.e., Guarantor shall have no liability under this Guaranty for, and the Indebtedness (as hereinafter defined) shall not include, amounts owing under the Environmental Agreement so long as the Environmental Insurance Policy is in place or otherwise covers the liability of Borrower for environmental matters at the rate time demand is made by Administrative Agent or rates provided a Lender to Borrower under the Environmental Agreement, whether or not the claim relating to any such environmental matter is a covered claim under such Environmental Insurance Policy) (the amounts described in clauses (i) and (ii) above shall be referred to herein, collectively, as the Facility Documents“Indebtedness”). The Indebtedness shall also include all costs and expenses incurred by Administrative Agent in seeking to enforce Administrative Agent’s rights and remedies under this Guaranty, including court costs, costs of alternative dispute resolution and reasonable attorneys’ fees, whether or not suit is filed or other proceedings are initiated thereon. This Guaranty covers, subject to the other terms and conditions of this Guaranty, the Indebtedness presently outstanding and the Indebtedness arising subsequent to the date hereof, including all amounts advanced by Administrative Agent or Lenders in stages or installments. The guaranty of Guarantor as set forth in this Section 1 is a continuing guaranty of payment and not a guaranty of collection only. The Guaranteed Parties shall not be required to exhaust any right or remedy or take any action against the Borrower or any other person or entity or any collateral. Each Guarantor agrees that, as between such Guarantor and the Guaranteed Parties, the Liabilities may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards the Borrower and that in the event of a declaration or attempted declaration, the Liabilities shall immediately become due and payable by such Guarantor for the purposes of this Guaranty. All liabilities of the Guarantors hereunder shall be the joint and several liabilities of each Guarantorcollection.

Guaranty of Payment. Each Guarantor (not merely as a surety or guarantor of collection) hereby jointly, severally, unconditionally and irrevocably irrevocably, guarantees to each of the Administrative Agent, the Collateral Agent, the Lenders and each of their Affiliates party to a Covered Swap Agreement (individually a “Guaranteed Party” and collectively, the “Guaranteed Parties”) the punctual payment of all sums now owing or which may in the future be owing by the Borrower under the Facility Documents, and performance when the same are due and payabledue, whether on demand, at stated maturity, as an installment, by prepayment or by demand, acceleration or otherwise, and whether for principal, interest, fees, expenses, indemnification of all Obligations of the Borrower heretofore or otherwise (hereafter existing. If any or all of the foregoing sums being Obligations become due and payable under the Facility Agreement, the Guarantors jointly and severally and unconditionally promise to pay such Obligations, on demand, together with any and all expenses (including reasonable counsel fees and expenses), which may be incurred by the Agent in collecting any of the Obligations and in connection with the protection, defense and enforcement of any rights under the Facility Agreement or under any other Loan Document (the “LiabilitiesExpenses”). Upon failure by The Guarantors guarantee that the Borrower to pay punctually any Liability, each Obligations shall be paid strictly in accordance with the terms of the Guarantors agrees that it shall forthwith on demand pay to the Administrative Agent for the benefit of the Guaranteed Parties (or in the case of amounts owing under a Covered Swap Facility Agreement, to the applicable Guaranteed Party) the amount not so paid at the place and in the manner specified in the applicable Facility Document. The Liabilities Obligations include, without limitation, interest accruing after the commencement of a proceeding under bankruptcy, insolvency or similar laws of any jurisdiction at the rate or rates provided in the Facility Documents. This Guaranty is a guaranty of payment and not of collection onlyAgreement. The Guaranteed Parties Agent shall not be required to exhaust any right or remedy or take any action against the Borrower or any other person or entity or any collateralcollateral prior to any demand or other action hereunder against the Guarantors. Each Guarantor agrees The Guarantors agree that, as between such Guarantor the Guarantors and the Guaranteed PartiesAgent, the Liabilities Obligations may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards the Borrower and that in the event of a declaration or attempted declaration, the Liabilities Obligations shall immediately become due and payable by such Guarantor the Guarantors for the purposes of this GuarantyGuaranty and each Guarantor shall forthwith pay the Obligations specified by the Agent to be paid as provided in the Facility Agreement without further notice or demand. All liabilities Notwithstanding anything contained herein or in the Facility Agreement, any Loan Document or any other document or any other agreement, security document or instrument relating hereto or thereto to the contrary, the maximum liability of the Guarantors each Guarantor hereunder shall be limited to the joint lesser of (i) the largest amount that would not render such Guarantor’s obligations hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provisions of applicable state law and several liabilities (ii) the amount equal to ninety-five percent (95%) of each such Guarantor’s net worth as of the Effective Date.

Guaranty of Payment. Each Guarantor hereby jointly and severally, unconditionally and irrevocably guarantees to each of the Administrative Agent, for the Collateral Agentbenefit of the Banks, the Lenders full and each of their Affiliates party to a Covered Swap Agreement (individually a “Guaranteed Party” and collectively, the “Guaranteed Parties”) the punctual complete payment of all sums now owing or which may in the future be owing by the Borrower under the Facility Documents, when the same are due and payabledue, whether on demand, at stated maturity, maturity or by acceleration or otherwise, and whether for principal, interest, fees, expenses, indemnification or otherwise (all of the foregoing sums being the “Liabilities”). Upon failure by the Borrower to pay punctually any Liability, each Debt of the Guarantors Company arising under the Credit Agreement and the other Loan Documents. Each Guarantor agrees that it shall forthwith on demand pay to the Administrative Agent for the benefit of the Guaranteed Parties (or in the case of amounts owing under a Covered Swap Agreement, to the applicable Guaranteed Party) the amount not so paid at the place and in the manner specified in the applicable Facility Document. The Liabilities include, without limitation, interest accruing after the commencement of a proceeding under bankruptcy, insolvency or similar laws of any jurisdiction at the rate or rates provided in the Facility Documents. This this Guaranty is a present and continuing guaranty of payment and not of collection only. The Guaranteed Parties collectibility, and that the Administrative Agent shall not be required to exhaust any right prosecute collection, enforcement or remedy or take any action other remedies against the Borrower Company, any other Guarantor or any other person or entity or any collateral. Each Guarantor agrees that, as between Person before calling such Guarantor for payment. The obligations of each Guarantor hereunder and under any of the Guaranteed Parties, the Liabilities may be declared other Loan Documents to be due and payable for the purposes which any Guarantor hereinafter are referred to as such Guarantor’s “Obligations.” Notwithstanding any provisions of this Guaranty notwithstanding to the contrary, it is intended that this Guaranty not constitute a “Fraudulent Conveyance” (as defined below). Consequently, each Guarantor agrees that if this Guaranty would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty shall be valid and enforceable only to the maximum extent that would not cause this Guaranty to constitute a Fraudulent Conveyance, and this Guaranty shall automatically be deemed to have been amended accordingly at all relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any stayapplicable fraudulent conveyance or fraudulent transfer law, injunction order, ruling, decision or similar law, order, ruling or decision binding upon any Guarantor of any foreign, federal, state, municipal or other prohibition which may preventgovernment, delay or vitiate any declaration department, commission, board, bureau, agency, public authority or instrumentality thereof or any court or arbitrator (each, a “Governmental Body”), as regards the Borrower and that in the event of a declaration or attempted declaration, the Liabilities shall immediately become due and payable by such Guarantor for the purposes of this Guaranty. All liabilities of the Guarantors hereunder shall be the joint and several liabilities of each Guarantoreffect from time to time.

Guaranty of Payment. Each The Guarantor hereby irrevocably and unconditionally guarantees the due punctual and irrevocably guarantees to each full payment of any and all obligations of the Administrative Agent, Company to the Collateral Agent, Counterparty now or hereafter due pursuant to the Lenders Agreement or pursuant to applicable laws and each regulations in connection with the activities of their Affiliates party to a Covered Swap the parties under the Agreement (individually a “Guaranteed Party” and collectively, the “Guaranteed Parties”) the punctual payment of all sums now owing or which may in the future be owing by the Borrower under the Facility Documents, when the same are due and payable, whether on demand, at stated maturity, by acceleration or otherwise, and whether for principal, interest, fees, expenses, indemnification or otherwise (all of the foregoing sums being the “LiabilitiesObligation”), subject to the limits set forth herein. Upon any failure by the Borrower Company to pay punctually any Liability, each of the Guarantors Guaranteed Obligation, the Guarantor agrees that it shall will forthwith on demand pay any amounts which the Company has failed to pay the Administrative Agent for the benefit of the Guaranteed Parties (or in the case of amounts owing under a Covered Swap AgreementCounterparty, to the applicable Guaranteed Party) the amount not so paid at the place and in the manner specified in the applicable Facility Document. The Liabilities include, without limitation, interest accruing after the commencement of a proceeding under bankruptcy, insolvency or similar laws of any jurisdiction at the rate or rates provided in the Facility DocumentsAgreement. This Guaranty guaranty is a guaranty of payment and not merely a guaranty of collection onlycollection. The Guarantor agrees that the Counterparty may resort to the Guarantor for payment of any of the Guaranteed Parties Obligation, whether or not the Counterparty shall not be required have resorted to exhaust any right collateral security, or remedy or take any action shall have proceeded against the Borrower or any other person obligor principally or entity secondarily obligated with respect to any of the Guaranteed Obligation. Guarantor reserves the right to assert defenses, which the Company may have to payment of any Guaranteed Obligation other than defenses based on lack of capacity, lack of authorization, lack of due execution, illegality, or any collaterallimitations of actions, or arising from the bankruptcy, insolvency, or similar proceeding of the Company and other defenses expressly waived hereby. Each The Guarantor agrees that, as between such Guarantor and the Guaranteed Parties, the Liabilities may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards the Borrower and that in the event of the dissolution or bankruptcy of the Company, if such event shall occur at a declaration or attempted declarationtime when any of the Guaranteed Obligation may not then be due and payable, the Liabilities shall immediately become Guarantor will pay the Counterparty forthwith the full amount which would be payable hereunder by the Guarantor if all such Guaranteed Obligations were then due and payable by such Guarantor for the purposes of this Guaranty. All liabilities of the Guarantors hereunder shall be the joint and several liabilities of each Guarantorin default.

Guaranty of Payment. Each Guarantor hereby unconditionally and irrevocably guarantees to each Lender the punctual payment when due, whether by lapse of time, by acceleration of maturity, or otherwise, of all principal, interest (including interest accruing after maturity and after the commencement of any bankruptcy or insolvency proceeding by or against Borrower, whether or not allowed in such proceeding), prepayment premiums, fees, late charges, costs, expenses, indemnification indebtedness, and other sums of money now or hereafter due and owing, or which Borrower is obligated to pay, pursuant to the terms of the Administrative AgentNote, the Collateral AgentLoan Agreement, the Lenders Deed of Trust, the Environmental Agreement, any application, agreement, note or other document executed and each delivered in connection with any Letter of their Affiliates party Credit, any of the other Loan Documents, or any Swap Contract, as the same may from time to a Covered Swap Agreement time be amended, supplemented, restated or otherwise modified (individually a “Guaranteed Party” and collectively, the “Guaranteed Parties”) the punctual payment of all sums now owing or which may in the future be owing by the Borrower under the Facility Documents, when the same are due and payable, whether on demand, at stated maturity, by acceleration or otherwise, and whether for principal, interest, fees, expenses, indemnification or otherwise (all of the foregoing sums being the “LiabilitiesIndebtedness”). Upon failure The Indebtedness includes all costs and expenses incurred by the Borrower Lender in seeking to pay punctually any Liability, each of the Guarantors agrees that it shall forthwith on demand pay enforce Lender’s rights and remedies with respect to the Administrative Agent for the benefit Indebtedness, including court costs, costs of the Guaranteed Parties (alternative dispute resolution and reasonable attorneys’ fees, whether or in the case of amounts owing under a Covered Swap Agreement, to the applicable Guaranteed Party) the amount not so paid at the place and in the manner specified in the applicable Facility Document. The Liabilities include, without limitation, interest accruing after the commencement of a proceeding under bankruptcy, insolvency suit is filed or similar laws of any jurisdiction at the rate or rates provided in the Facility Documentsother proceedings are initiated thereon. This Guaranty covers the Indebtedness presently outstanding and the Indebtedness arising subsequent to the date hereof, including all amounts advanced by Lender in stages or installments. The guaranty of Guarantor as set forth in this Section 1 is a continuing guaranty of payment and not a guaranty of collection onlycollection. The Guaranteed Parties Notwithstanding any language of this Guaranty to the contrary, Guarantor’s obligations with respect to the repayment of principal of the Loan shall not at any time exceed Twenty-Five Million and No/100 Dollars ($25,000,000.00) (such principal which is guaranteed pursuant to this Guaranty shall sometimes be required BofA/Landstown Guaranty Agreement #438684v5 referred to exhaust any right or remedy or take any action against as the Borrower or any other person or entity or any collateral“Guaranteed Principal Portion;” the principal which is not guaranteed pursuant to this Guaranty is sometimes called the “Unguaranteed Principal Portion”). Each Notwithstanding the foregoing, Guarantor agrees thatshall be liable for, as between such Guarantor and the Guaranteed PartiesObligations shall include, the Liabilities punctual payment of the Guaranteed Principal Portion and all interest, prepayment premiums, fees, late charges, costs, expenses and indemnification indebtedness which may be declared to now or hereafter be due or owing, or which Borrower is obligated to pay, pursuant to any document, instrument or agreement evidencing or governing the Indebtedness, until the Indebtedness is paid and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards the Borrower and that satisfied in the event of a declaration or attempted declaration, the Liabilities shall immediately become due and payable by such Guarantor for the purposes of this Guaranty. All liabilities of the Guarantors hereunder shall be the joint and several liabilities of each Guarantorfull.

Guaranty of Payment. Each Guarantor (not merely as a surety or guarantor of collection) hereby jointly, severally, unconditionally and irrevocably irrevocably, guarantees to each of the Administrative Agent, the Collateral Agent, the Lenders and each of their Affiliates party to a Covered Swap Agreement (individually a “Guaranteed Party” and collectively, the “Guaranteed Parties”) the punctual payment of all sums now owing or which may in the future be owing by the Borrower under the Facility Documents, when the same are due and payabledue, whether on demand, at stated maturity, as an installment, by prepayment or by demand, acceleration or otherwise, and whether for principal, interest, fees, expenses, indemnification of all Obligations heretofore or otherwise (hereafter existing. If any or all of the foregoing sums being Obligations become due and payable under the Credit Agreement, the Guarantors jointly and severally and unconditionally promise to pay such Obligations, on demand, together with any and all expenses (including reasonable counsel fees and expenses), which reasonably may be incurred by the Agent in collecting any of the Obligations and in connection with the protection, defense and enforcement of any rights under the Credit Agreement or under any other Loan Document (the “LiabilitiesExpenses”). Upon failure by The Guarantors guarantee that the Borrower to pay punctually any Liability, each Obligations shall be paid in accordance with the terms of the Guarantors agrees that it shall forthwith on demand pay to the Administrative Agent for the benefit of the Guaranteed Parties (or in the case of amounts owing under a Covered Credit Agreement, any applicable Loan Document and any applicable Swap Agreement, to the applicable Guaranteed Party) the amount not so paid at the place and in the manner specified in the applicable Facility Document. The Liabilities Obligations include, without limitation, interest accruing after the commencement of a proceeding under bankruptcy, insolvency or similar laws of any jurisdiction at the rate or rates provided in the Facility Documents. This Guaranty is a guaranty of payment and not of collection onlyCredit Agreement. The Guaranteed Parties Agent shall not be required to exhaust any right or remedy or take any action against the Borrower or any other person or entity or any collateralcollateral prior to any demand or other action hereunder against the Guarantors. Each Guarantor agrees The Guarantors agree that, as between such Guarantor the Guarantors and the Guaranteed PartiesAgent, the Liabilities Obligations may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards the Borrower and that in the event of a declaration or attempted declaration, the Liabilities Obligations shall immediately become due and payable by such Guarantor the Guarantors for the purposes of this GuarantyGuaranty and each Guarantor shall forthwith pay the Obligations specified by the Agent to be paid as provided in the Credit Agreement without further notice or demand. All liabilities Notwithstanding anything contained herein or in the Credit Agreement, any Loan Document or any other document or any other agreement, security document or instrument relating hereto or thereto to the contrary, the maximum liability of the Guarantors each Guarantor hereunder shall be never exceed the joint and several liabilities of each Guarantormaximum amount that said Guarantor could pay without having such payment set aside as a fraudulent transfer or fraudulent conveyance or similar action under the U.S. Bankruptcy Code or applicable state or foreign law.

Guaranty of Payment. Each Guarantor (not merely as a surety or guarantor of collection) hereby jointly, severally, unconditionally and irrevocably irrevocably, guarantees to each of the Administrative Agent, the Collateral Agent, the Lenders and each of their Affiliates party to a Covered Swap Agreement (individually a “Guaranteed Party” and collectively, the “Guaranteed Parties”) the punctual payment of all sums now owing or which may in the future be owing by the Borrower under the Facility Documents, and performance when the same are due and payabledue, whether on demand, at stated maturity, as an installment, by prepayment or by demand, acceleration or otherwise, and whether for principal, interest, fees, expenses, indemnification of all Obligations of the Borrower heretofore or otherwise (hereafter existing. If any or all of the foregoing sums being Obligations become due and payable under the Credit Agreement, the Guarantors jointly and severally and unconditionally promise to pay such Obligations, on demand, together with any and all expenses (including reasonable counsel fees and expenses), which may be incurred by the Agent in collecting any of the Obligations and in connection with the protection, defense and enforcement of any rights under the Credit Agreement or under any other Loan Document (the “LiabilitiesExpenses”). Upon failure by The Guarantors guarantee that the Borrower to pay punctually any Liability, each Obligations shall be paid strictly in accordance with the terms of the Guarantors agrees that it shall forthwith on demand pay to the Administrative Agent for the benefit of the Guaranteed Parties (or in the case of amounts owing under a Covered Swap Credit Agreement, to the applicable Guaranteed Party) the amount not so paid at the place and in the manner specified in the applicable Facility Document. The Liabilities Obligations include, without limitation, interest accruing after the commencement of a proceeding under bankruptcy, insolvency or similar laws of any jurisdiction at the rate or rates provided in the Facility Documents. This Guaranty is a guaranty of payment and not of collection onlyCredit Agreement. The Guaranteed Parties Agent shall not be required to exhaust any right or remedy or take any action against the Borrower or any other person or entity or any collateralcollateral prior to any demand or other action hereunder against the Guarantors. Each Guarantor agrees The Guarantors agree that, as between such Guarantor the Guarantors and the Guaranteed PartiesAgent, the Liabilities Obligations may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards the Borrower and that in the event of a declaration or attempted declaration, the Liabilities Obligations shall immediately become due and payable by such Guarantor the Guarantors for the purposes of this GuarantyGuaranty and each Guarantor shall forthwith pay the Obligations specified by the Agent to be paid as provided in the Credit Agreement without further notice or demand. All liabilities Notwithstanding anything contained herein or in the Credit Agreement, any Loan Document or any other document or any other agreement, security document or instrument relating hereto or thereto to the contrary, the maximum liability of the Guarantors each Guarantor hereunder shall be limited to the joint lesser of (i) the largest amount that would not render such Guarantor’s obligations hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provisions of applicable state law and several liabilities (ii) the amount equal to ninety-five percent (95%) of each such Guarantor’s net worth as of the Effective Date.

Guaranty of Payment. Each Guarantor hereby unconditionally and irrevocably guarantees to each of Lender the Administrative Agent, the Collateral Agent, the Lenders repayment and each of their Affiliates party to a Covered Swap Agreement (individually a “Guaranteed Party” and collectively, the “Guaranteed Parties”) the punctual payment of all sums now owing or which may in the future be owing by the Borrower under the Facility Documentsperformance, when the same are due and payable, whether on demand, at stated maturitydue, by acceleration or otherwise, of any and all obligations, indebtedness and liabilities of Borrower to Lender, or its affiliates, whether for now existing or hereafter arising, absolute or contingent, whether Borrower may be liable individually or jointly with others, including, without limitation: (a) amounts outstanding under the Loan, and all principal, interest, fees, expenses, indemnification fees and expenses related thereto or otherwise arising in connection with the Loan, as such may be modified, extended or renewed from time to time; (b) Borrower’s full and complete compliance with, and performance of, all terms, conditions, covenants, and agreements of Borrower under the Loan Agreement and all Loan Documents (as defined in the Loan Agreement); and (c) the repayment of any indebtedness or obligation of Borrower arising under: (i) any letters of credit issued for benefit of Borrower by Lender or its affiliates, (ii) any interest rate protection or swap agreements of any nature in favor of Lender or its affiliates; or (iii) any guaranty agreement executed by Borrower in favor of Lender or its affiliates; (all of the foregoing sums being foregoing, collectively, the “LiabilitiesObligations”). Upon failure by the Borrower to pay punctually any Liability, each The guaranty of the Guarantors agrees that it shall forthwith on demand pay to the Administrative Agent for the benefit of the Guaranteed Parties (or Guarantor as set forth in the case of amounts owing under a Covered Swap Agreement, to the applicable Guaranteed Party) the amount not so paid at the place and in the manner specified in the applicable Facility Document. The Liabilities include, without limitation, interest accruing after the commencement of a proceeding under bankruptcy, insolvency or similar laws of any jurisdiction at the rate or rates provided in the Facility Documents. This Guaranty this Section is a guaranty of payment and not of collection onlycollection. The Guaranteed Parties Lender shall not be required entitled to exhaust exercise its remedies hereunder upon the occurrence of any right or remedy or take Event of Default under any action against Loan Document. Guarantor acknowledges and affirms that it will receive direct and indirect benefits from the Loan to Borrower or any other person or entity or any collateral. Each inasmuch as Guarantor agrees that, as between such Guarantor and the Guaranteed Parties, the Liabilities may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards the owns an economic interest in Borrower and further acknowledges that in Lender would not extend the event of a declaration or attempted declaration, the Liabilities shall immediately become due and payable by such Guarantor for the purposes of Loan to Borrower without this Guaranty. All liabilities of the Guarantors hereunder shall be the joint and several liabilities of each Guarantor.

Guaranty of Payment. Each Guarantor hereby unconditionally and irrevocably guarantees to each of the Administrative Agent, the Collateral Agent, the Agent and Lenders and each of their Affiliates party to a Covered Swap Agreement (individually a “Guaranteed Party” and collectively, the “Guaranteed Parties”) the punctual payment of all sums now owing or which may in the future be owing by the Borrower under the Facility Documents, when the same are due and payabledue, whether on demand, at stated maturityby lapse of time, by acceleration of maturity, or otherwise, of (i) upon the occurrence of a Triggering Event (as hereinafter defined), all principal and whether for principal, interest, fees, expenses, indemnification or otherwise interest (all of the foregoing sums being the “Liabilities”). Upon failure by the Borrower to pay punctually any Liability, each of the Guarantors agrees that it shall forthwith on demand pay to the Administrative Agent for the benefit of the Guaranteed Parties (or in the case of amounts owing under a Covered Swap Agreement, to the applicable Guaranteed Party) the amount not so paid at the place and in the manner specified in the applicable Facility Document. The Liabilities include, without limitation, including interest accruing after maturity and after the commencement of a any bankruptcy or insolvency proceeding under bankruptcyby or against Borrower, insolvency whether or similar laws not allowed in such proceeding) now or hereafter due and owing, or which Borrower is obligated to pay, pursuant to the terms of any jurisdiction Note, the Loan Agreement, the Deeds of Trust, or any of the other Loan Documents, as the same may from time to time be amended, supplemented, restated or otherwise modified, and (ii) regardless of whether a Triggering Event shall have occurred, one hundred percent (100%) of all amounts owing under the Environmental Agreement by Borrower if (and only if) the Environmental Insurance Policy (as defined in and substantially and materially in the form approved by Administrative Agent pursuant to the Loan Agreement) is not then in place or, if not then in place, does not otherwise cover Borrower for claims relating to environmental matters when and if demand is made by Administrative Agent or any Lender under the Environmental Agreement (i.e., Guarantor shall have no liability under this Guaranty for, and the Indebtedness (as hereinafter defined) shall not include, amounts owing under the Environmental Agreement so long as the Environmental Insurance Policy is in place or otherwise covers the liability of Borrower for environmental matters at the rate time demand is made by Administrative Agent or rates provided a Lender to Borrower under the Environmental Agreement, whether or not the claim relating to any such environmental matter is a covered claim under such Environmental Insurance Policy) (the amounts described in clauses (i) and (ii) above shall be referred to herein, collectively, as the Facility Documents“Indebtedness”). The Indebtedness shall also include all costs and expenses incurred by Administrative Agent in seeking to enforce Administrative Agent’s rights and remedies under this Guaranty, including court costs, costs of alternative dispute resolution and reasonable attorneys’ fees, whether or not suit is filed or other proceedings are initiated thereon. This Guaranty covers, subject to the other terms and conditions of this Guaranty, the Indebtedness presently outstanding and the Indebtedness arising subsequent to the date hereof, including all amounts advanced by Administrative Agent or Lenders in stages or installments. The guaranty of Guarantor as set forth in this Section 1 is a continuing guaranty of payment and not a guaranty of collection only. The Guaranteed Parties shall not be required to exhaust any right or remedy or take any action against the Borrower or any other person or entity or any collateral. Each Guarantor agrees that, as between such Guarantor and the Guaranteed Parties, the Liabilities may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards the Borrower and that in the event of a declaration or attempted declaration, the Liabilities shall immediately become due and payable by such Guarantor for the purposes of this Guaranty. All liabilities of the Guarantors hereunder shall be the joint and several liabilities of each Guarantorcollection.

Guaranty of Payment. Each Guarantor hereby unconditionally and irrevocably guarantees to each of the Administrative Agent, the Collateral Agent, the Lenders and each of their Affiliates party to a Covered Swap Agreement (individually a “Guaranteed Party” and collectively, the “Guaranteed Parties”) Lender the punctual payment of all sums now owing or which may in the future be owing by the Borrower under the Facility Documents, when the same are due and payabledue, whether on demand, at stated maturityby lapse of time, by acceleration of maturity, or otherwise, of (i) upon the occurrence of a Triggering Event (as hereinafter defined), all principal and whether for principal, interest, fees, expenses, indemnification or otherwise interest (all of the foregoing sums being the “Liabilities”). Upon failure by the Borrower to pay punctually any Liability, each of the Guarantors agrees that it shall forthwith on demand pay to the Administrative Agent for the benefit of the Guaranteed Parties (or in the case of amounts owing under a Covered Swap Agreement, to the applicable Guaranteed Party) the amount not so paid at the place and in the manner specified in the applicable Facility Document. The Liabilities include, without limitation, including interest accruing after maturity and after the commencement of any bankruptcy or insolvency proceeding by or against Borrower, whether or not allowed in such proceeding) now or hereafter due and owing, or which Borrower is obligated to pay, pursuant to the terms of the Note, the Loan Agreement, the Mortgage, or any of the other Loan Documents, as the same may from time to time be amended, supplemented, restated or otherwise modified, and (ii) regardless of whether a proceeding Triggering Event shall have occurred, 100% of all amounts owing under bankruptcythe Environmental Agreement by Borrower if (and only if) the Environmental Insurance Policy (as defined in and substantially and materially in the form approved by Lender pursuant to the Loan Agreement) is not then in place or, insolvency if not then in place, does not otherwise cover Borrower for claims relating to environmental matters when and if demand is made by Lender under the Environmental Agreement (i.e., Guarantor shall have no liability under this Guaranty for, and the Indebtedness (as hereinafter defined) shall not include, amounts owing under the Environmental Agreement so long as the Environmental Insurance Policy is in place or similar laws otherwise covers the liability of any jurisdiction Borrower for environmental matters at the rate time demand is made by Lender to Borrower under the Environmental Agreement, whether or rates provided not the claim relating to any such environmental matter is a covered claim under such Environmental Insurance Policy) (the amounts described in clauses (i) and (ii) above shall be referred to herein, collectively, as the Facility Documents“Indebtedness”). The Indebtedness shall also include all costs and expenses incurred by Lender in seeking to enforce Lender’s rights and remedies under this Guaranty, including court costs, costs of alternative dispute resolution and reasonable attorneys’ fees, whether or not suit is filed or other proceedings are initiated thereon. This Guaranty covers, subject to the other terms and conditions of this Guaranty, the Indebtedness presently outstanding and the Indebtedness arising subsequent to the date hereof, including all amounts advanced by Lender in stages or installments. The guaranty of Guarantor as set forth in this Section 1 is a continuing guaranty of payment and not a guaranty of collection only. The Guaranteed Parties shall not be required to exhaust any right or remedy or take any action against the Borrower or any other person or entity or any collateral. Each Guarantor agrees that, as between such Guarantor and the Guaranteed Parties, the Liabilities may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards the Borrower and that in the event of a declaration or attempted declaration, the Liabilities shall immediately become due and payable by such Guarantor for the purposes of this Guaranty. All liabilities of the Guarantors hereunder shall be the joint and several liabilities of each Guarantorcollection.

Guaranty of Payment. Each Guarantor (not merely as a surety or guarantor of collection) hereby jointly, severally, unconditionally and irrevocably irrevocably, guarantees to each of the Administrative Agent, the Collateral Agent, the Lenders and each of their Affiliates party to a Covered Swap Agreement (individually a “Guaranteed Party” and collectively, the “Guaranteed Parties”) the punctual payment of all sums now owing or which may in the future be owing by the Borrower under the Facility Documents, full and performance when the same are due and payabledue, whether on demand, at stated maturity, as an installment, by prepayment or by demand, acceleration or otherwise, and whether for principal, interest, fees, expenses, indemnification of all Obligations heretofore or otherwise (hereafter existing. If any or all of the foregoing sums being Obligations become due and payable under the Credit Agreement, the Guarantors jointly and severally and unconditionally promise to pay such Obligations, on demand, together with any and all costs and expenses (including reasonable attorneys’ fees and expenses), which may be incurred by the Agents or any other Secured Party in collecting any of the Obligations and in connection with the protection, defense and enforcement of any rights under the Credit Agreement or under any other Loan Document (the “LiabilitiesExpenses”). Upon failure by The Guarantors guarantee that the Borrower to pay punctually any Liability, each Obligations shall be paid strictly in accordance with the terms of the Guarantors agrees that it shall forthwith on demand pay to the Administrative Agent for the benefit of the Guaranteed Parties (or in the case of amounts owing under a Covered Swap Credit Agreement, to the applicable Guaranteed Party) the amount not so paid at the place and in the manner specified in the applicable Facility Document. The Liabilities Obligations include, without limitation, interest accruing after the commencement of a proceeding under bankruptcy, insolvency or similar laws of any jurisdiction at the rate or rates provided in the Facility Documents. This Guaranty is a guaranty of payment and not of collection onlyCredit Agreement. The Guaranteed Parties Collateral Agent shall not be required to exhaust any right or remedy or take any action against the Borrower or any other person or entity or any collateralcollateral prior to any demand or other action hereunder against the Guarantors. Each Guarantor agrees The Guarantors agree that, as between such Guarantor the Guarantors and the Guaranteed PartiesCollateral Agent, the Liabilities Obligations may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards the Borrower and that in the event of a declaration or attempted declaration, the Liabilities Obligations shall immediately become due and payable by such Guarantor the Guarantors for the purposes of this GuarantyGuaranty and each Guarantor shall forthwith pay the Obligations specified by the Agent to be paid as provided in the Credit Agreement without further notice or demand. All liabilities Notwithstanding anything contained herein or in the Credit Agreement, any Loan Document or any other document or any other agreement, security document or instrument relating hereto or thereto to the contrary, the maximum liability of the Guarantors each Guarantor hereunder shall be never exceed the joint and several liabilities of each Guarantormaximum amount that said Guarantor could pay without having such payment set aside as a fraudulent transfer or fraudulent conveyance or similar action under any applicable bankruptcy, insolvency or other similar law (including, without limitation, the United States Bankruptcy Code).

Guaranty of Payment. Each The Guarantor unconditionally and irrevocably guarantees to each of the Administrative Agent, the Collateral Agent, the Lenders and each of their Affiliates party to a Covered Swap Agreement with any Subsidiary (individually each individually, a “Guaranteed Party” ”, and collectively, the “Guaranteed Parties”) the punctual payment of all sums now owing or which may in the future be owing by the Borrower Subsidiary Borrowers under the Facility Documents, Documents when the same are due and payable, whether on demand, at stated maturity, by acceleration or otherwise, and whether for principal, interest, fees, expenses, indemnification or otherwise (all of the foregoing sums being the “Liabilities”). The Liabilities include, without limitation, interest accruing after the commencement of a proceeding under bankruptcy, insolvency or similar laws of any jurisdiction at the rate or rates provided in the Facility Documents. Upon the failure by the any Subsidiary Borrower to pay punctually any Liability, each of the Guarantors Guarantor agrees that it shall forthwith on upon demand pay to the Administrative Agent for the benefit of the applicable Guaranteed Parties (or in the case of amounts owing under a Covered Swap Agreement, to the applicable Guaranteed Party) the amount not so paid at the place and in the manner specified in the applicable relevant Facility Document. The Liabilities include, without limitation, interest accruing after the commencement of a proceeding under bankruptcy, insolvency or similar laws of any jurisdiction at the rate or rates provided in the Facility Documents. This Guaranty is a guaranty guarantee of payment and not of collection only. The Guaranteed Parties shall not be required to exhaust any right or remedy or take any action against the any Subsidiary Borrower or any other person or entity Person or any collateral. Each The Guarantor agrees that, as between such the Guarantor and the Guaranteed Parties, the Liabilities may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards any of the Borrower Subsidiary Borrowers and that in the event of a declaration or attempted declaration, the Liabilities shall immediately become due and payable by such the Guarantor for the purposes of this Guaranty. All liabilities of the Guarantors hereunder shall be the joint and several liabilities of each Guarantor.

Guaranty of Payment. Each Guarantor hereby unconditionally and irrevocably guarantees to each of Administrative Agent and the Administrative Agent, the Collateral Agent, the other Lenders and each of their Affiliates party to a Covered Swap Agreement (individually a “Guaranteed Party” and collectively, the “Guaranteed Parties”) the punctual payment of all sums now owing or which may in the future be owing by the Borrower under the Facility Documents, when the same are due and payabledue, whether on demand, at stated maturityby lapse of time, by acceleration of maturity, or otherwise, and whether for of all principal, interest, fees, expenses, indemnification or otherwise interest (all of the foregoing sums being the “Liabilities”). Upon failure by the Borrower to pay punctually any Liability, each of the Guarantors agrees that it shall forthwith on demand pay to the Administrative Agent for the benefit of the Guaranteed Parties (or in the case of amounts owing under a Covered Swap Agreement, to the applicable Guaranteed Party) the amount not so paid at the place and in the manner specified in the applicable Facility Document. The Liabilities include, without limitation, including interest accruing after the commencement of a any bankruptcy or insolvency proceeding under bankruptcyby or against Borrower, insolvency whether or similar laws not allowed in such proceeding), fees, late charges, costs, expenses, indemnification indebtedness, and other sums of money now or hereafter due and owing, or which Borrower is obligated to pay, pursuant to (a) the terms of any jurisdiction at Note, the rate Credit Agreement, any application, agreement, note or rates provided other document executed and delivered in connection with any Swap Transaction or any other Loan Documents, and any indemnifications contained in the Facility Loan Documents, now or hereafter existing, and (b) all renewals, extensions, refinancings, modifications, supplements or amendments of such indebtedness, or any of the Loan Documents, or any part thereof (the indebtedness described in clauses (a) and (b) above in this Section 1 is herein collectively called the “Indebtedness”). This Guaranty covers the Indebtedness, whether presently outstanding or arising subsequent to the date hereof, including all amounts advanced by Lenders in stages or installments. The guaranty of Guarantor as set forth in this Section 1 is a continuing guaranty of payment and not a guaranty of collection onlycollection. The Guaranteed Parties obligations of Guarantor under this Guaranty are secured by the Xxxxxxxxx Second Lien Deed of Trust and, notwithstanding anything herein to the contrary, the Guarantor’s liability under this Guaranty, and Lender’s recourse against the Guarantor hereunder, shall not be required limited to exhaust Guarantor’s interest in the property described in the Xxxxxxxxx Second Lien Deed of Trust (the “Property”) and any right or remedy or take other security furnished under the Xxxxxxxxx Second Lien Deed of Trust. In any action to foreclose the Xxxxxxxxx Second Lien Deed of Trust or to otherwise realize upon any security furnished under the Xxxxxxxxx Second Lien Deed of Trust or to collect any amount payable hereunder, no judgment for the repayment of this Guaranty will be enforced against Guarantor personally or against any property of Guarantor other than the Property and other security furnished under the Xxxxxxxxx Second Lien Deed of Trust. Notwithstanding the foregoing, nothing contained in this paragraph shall be construed as prohibiting Lenders from exercising any and all remedies which the other Loan Documents permit, including the right to bring actions or proceedings against Borrower or any other person Parent Company and to enter a judgment against Borrower or entity or any collateralParent Company. Each Guarantor agrees thatshall be fully liable for compliance with the terms, as between such Guarantor conditions and agreements set forth in the Guaranteed Parties, the Liabilities Xxxxxxxxx Second Lien Deed of Trust and all amounts which may be declared to be due and payable for owing by Guarantor thereunder. Any amount actually received by Lenders resulting from the purposes exercise of their remedies under this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards and the Borrower and that in the event Xxxxxxxxx Second Lien Deed of a declaration or attempted declaration, the Liabilities shall immediately become due and payable by such Guarantor for the purposes of this Guaranty. All liabilities of the Guarantors hereunder Trust shall be applied against the joint Guaranteed Obligations in such order and several liabilities of each Guarantormanner as determined by Lenders in their sole discretion.

Guaranty of Payment. Each Guarantor unconditionally and irrevocably guarantees to each of the Administrative Agent, the Collateral Agent, the Lenders and each of their Affiliates party to a Covered Swap Agreement (individually a “Guaranteed Party” and collectively, the “Guaranteed Parties”) the punctual payment of all sums now owing or which may in the future be owing by the Borrower under the Facility Documents, when the same are due and payable, whether on demand, at stated maturity, by acceleration or otherwise, and whether for principal, interest, fees, expenses, indemnification or otherwise (all of the foregoing sums being the “Liabilities”). Upon failure by the Borrower to pay punctually any Liability, each of the Guarantors agrees that it shall forthwith on demand pay to the Administrative Agent for the benefit of the Guaranteed Parties (or in the case of amounts owing under a Covered Swap Agreement, to the applicable Guaranteed Party) the amount not so paid at the place and in the manner specified in the applicable Facility Document. The Liabilities include, without limitation, interest accruing after the commencement of a proceeding under bankruptcy, insolvency or similar laws of any jurisdiction at the rate or rates provided in the Facility Documents. This Guaranty is a guaranty of payment and not of collection only. The Guaranteed Parties shall not be required to exhaust collection, and the Guarantor expressly waives any right or remedy or take to require that any action be brought against the Borrower or any other person guarantor of any of the Guaranteed Obligations or entity to require that resort be had to any security. The Guarantor further waives any right of the Guarantor to require that an action be brought against Borrower under the provisions of Title 47, Chapter 12, Tennessee Code Annotated, as the same may be amended from time to time. If the Borrower shall fail to make any Guaranteed Obligation when and as the same becomes due (whether at maturity, by acceleration or call for prepayment or otherwise), the Guarantor, upon demand, without notice other than such demand and without the necessity of further action by the Lender, shall promptly and fully make or perform such Guaranteed Obligation. The Guarantor shall pay all reasonable costs and expenses, including reasonable counsel fees and expenses, paid or incurred by the Lender in connection with the enforcement of the obligations of the Guarantor hereunder. All payments by the Guarantor shall be made in lawful money of the United States of America and may be applied to the Guaranteed Obligations as the Lender in its sole discretion deems fit. Each default in any Guaranteed Obligation shall give rise to a separate cause of action hereunder, and separate suits may be brought hereunder as each cause of action arises. The Guarantor binds and obligates itself for the payment and performance of the Guaranteed Obligations the same as if the Guaranteed Obligations had been contracted for by and was due from the Guarantor personally, hereby agreeing to and binding itself and its successors and assigns by all terms and conditions contained in the Loan Agreement, or any collateral. Each Guarantor agrees thatother document or other evidence of indebtedness, as between such Guarantor and the Guaranteed Parties, the Liabilities may be declared signed or to be due signed by Borrower, and payable for any other documents executed by the purposes Borrower in connection therewith or as security therefor, making itself a party thereto, hereby waiving notice of this Guaranty notwithstanding any staysuch indebtedness and of demand, injunction presentment, protest or notice of demand or nonpayment and of any act to establish the liability of any party on any commercial or other prohibition which may preventpaper, delay indebtedness or vitiate any declaration as regards the Borrower and that in the event of a declaration or attempted declaration, the Liabilities shall immediately become due and payable obligation covered by such Guarantor for the purposes of this Guaranty. All liabilities of the Guarantors hereunder shall be the joint and several liabilities of each Guarantor.

Guaranty of Payment. Each The Guarantor hereby irrevocably and unconditionally guarantees the due punctual and irrevocably guarantees to each full payment of any and all obligations of the Administrative Agent, Company to the Collateral Agent, Counterparty now or hereafter due pursuant to the Lenders and each Agreement or pursuant to Applicable Law (as defined in the Agreement) in connection with the activities of their Affiliates party to a Covered Swap the parties under the Agreement (individually a “Guaranteed Party” and collectively, the “Guaranteed Parties”) the punctual payment of all sums now owing or which may in the future be owing by the Borrower under the Facility Documents, when the same are due and payable, whether on demand, at stated maturity, by acceleration or otherwise, and whether for principal, interest, fees, expenses, indemnification or otherwise (all of the foregoing sums being the “LiabilitiesObligation”), subject to the limits set forth herein. Upon any failure by the Borrower Company to pay punctually any Liability, each of the Guarantors Guaranteed Obligation, the Guarantor agrees that it shall will forthwith on demand pay any amounts which the Company has failed to pay the Administrative Agent for the benefit of the Guaranteed Parties (or in the case of amounts owing under a Covered Swap AgreementCounterparty, to the applicable Guaranteed Party) the amount not so paid at the place and in the manner specified in the applicable Facility Document. The Liabilities include, without limitation, interest accruing after the commencement of a proceeding under bankruptcy, insolvency or similar laws of any jurisdiction at the rate or rates provided in the Facility DocumentsAgreement. This Guaranty guaranty is a guaranty of payment and not merely a guaranty of collection onlycollection. The Guarantor agrees that the Counterparty may resort to the Guarantor for payment of any of the Guaranteed Parties Obligation, whether or not the Counterparty shall not be required have resorted to exhaust any right collateral security, or remedy or take any action shall have proceeded against the Borrower or any other person obligor principally or entity secondarily obligated with respect to any of the Guaranteed Obligation. Guarantor reserves the right to assert defenses which the Company may have to payment of any Guaranteed Obligation other than defenses based on lack of capacity, lack of authorization, lack of due execution, illegality, or any collaterallimitations of actions, or arising from the bankruptcy, insolvency, or similar proceeding of the Company and other defenses expressly waived hereby. Each The Guarantor agrees that, as between such Guarantor and the Guaranteed Parties, the Liabilities may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards the Borrower and that in the event of the dissolution or bankruptcy of the Company, if such event shall occur at a declaration or attempted declarationtime when any of the Guaranteed Obligation may not then be due and payable, the Liabilities shall immediately become Guarantor will pay the Counterparty forthwith the full amount which would be payable hereunder by the Guarantor if all such Guaranteed Obligations were then due and payable by such Guarantor for the purposes of this Guaranty. All liabilities of the Guarantors hereunder shall be the joint and several liabilities of each Guarantorin default.

Guaranty of Payment. Each The Guarantor hereby irrevocably and unconditionally guarantees the due and irrevocably guarantees to each prompt payment of any and all present and future payment obligations of the Administrative AgentCompany to the Counterparty pursuant to the Host Community Agreement and the Side Agreement, including without limitation any reimbursement obligations under Section 4.e of the Collateral Agent, the Lenders and each of their Affiliates party to a Covered Swap Side Agreement (individually a “Guaranteed Party” and collectively, the “Guaranteed PartiesObligations”) ), and subject to the punctual payment of all sums now owing limits set forth herein; provided, however, in no event shall Guaranteed Obligations include any obligations to pay real or which may in personal property taxes to the future be owing Counterparty. Upon any failure by the Borrower under Company to pay any of the Facility Documents, Guaranteed Obligations when the same are due and payable, whether on demandand after cure periods contained in the Host Community Agreement, at stated maturity, by acceleration or otherwise, and whether for principal, interest, fees, expenses, indemnification or otherwise (all of the foregoing sums being the “Liabilities”). Upon failure by the Borrower to pay punctually any Liability, each of the Guarantors Guarantor agrees that it shall will forthwith on demand from Counterparty, pay to the Administrative Agent for Counterparty any Guaranteed Obligations which the benefit of the Guaranteed Parties (or in the case of amounts owing under a Covered Swap AgreementCompany has failed to so timely pay, to the applicable Guaranteed Party) the amount not so paid at the place and in the manner specified in the applicable Facility DocumentHost Community Agreement and the Side Agreement, provided the liability of the Guarantor under this Guaranty shall be limited to $30,000,000 US dollars (the “Maximum Guaranteed Amount”), in addition to all reasonable costs and expenses of counsel incurred by the Counterparty in connection with collection or other enforcement proceedings against the Guarantor under this Guaranty, provided that Guarantor shall not be liable for such costs and expenses if Counterparty is not successful against Guarantor in its collection efforts. The Liabilities includeFor purposes of calculating the Maximum Guaranteed Amount of Guarantor hereunder, without limitationany payment by Guarantor either directly or indirectly to the Counterparty, interest accruing after pursuant to a demand made upon Guarantor by Counterparty or otherwise made by Guarantor pursuant to its obligations under this Guaranty, including any indemnification obligations, shall reduce the commencement of Maximum Guaranteed Amount on a proceeding under bankruptcy, insolvency or similar laws dollar-for-dollar basis; provided that if at any time any payment of any jurisdiction of the Guaranteed Obligations is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Company or otherwise, the Guarantor's obligations hereunder with respect to such payment shall be reinstated at the rate or rates provided in the Facility Documentssuch time as though such payment had not been made. This Guaranty guaranty is a guaranty of payment and not merely a guaranty of collection onlycollection. The Guarantor agrees that the Counterparty may resort to the Guarantor for payment of any of the Guaranteed Parties Obligations, whether or not the Counterparty shall not be required have resorted to exhaust any right collateral security, or remedy or take any action shall have proceeded against the Borrower or any other person obligor principally or entity or secondarily obligated with respect to any collateral. Each Guarantor agrees that, as between such Guarantor and of the Guaranteed Parties, the Liabilities may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards the Borrower and that in the event of a declaration or attempted declaration, the Liabilities shall immediately become due and payable by such Guarantor for the purposes of this Guaranty. All liabilities of the Guarantors hereunder shall be the joint and several liabilities of each GuarantorObligations.

Guaranty of Payment. Each Guarantor hereby unconditionally and irrevocably guarantees to each of the Administrative Agent, the Collateral Agent, the Agent and Lenders and each of their Affiliates party to a Covered Swap Agreement (individually a “Guaranteed Party” and collectively, the “Guaranteed Parties”) the punctual payment of all sums now owing or which may in the future be owing by the Borrower under the Facility Documents, when the same are due and payabledue, whether on demand, at stated maturityby lapse of time, by acceleration of maturity, or otherwise, of (i) upon the occurrence of a Triggering Event (as hereinafter defined), all principal and whether for principal, interest, fees, expenses, indemnification or otherwise interest (all of the foregoing sums being the “Liabilities”). Upon failure by the Borrower to pay punctually any Liability, each of the Guarantors agrees that it shall forthwith on demand pay to the Administrative Agent for the benefit of the Guaranteed Parties (or in the case of amounts owing under a Covered Swap Agreement, to the applicable Guaranteed Party) the amount not so paid at the place and in the manner specified in the applicable Facility Document. The Liabilities include, without limitation, including interest accruing after maturity and after the commencement of a any bankruptcy or insolvency proceeding under bankruptcyby or against Borrower, insolvency whether or similar laws not allowed in such proceeding) now or hereafter due and owing, or which Borrower is obligated to pay, pursuant to the terms of any jurisdiction Note, the Loan Agreement, the Deed of Trust, or any of the other Loan Documents, as the same may from time to time be amended, supplemented, restated or otherwise modified, and (ii) regardless of whether a Triggering Event shall have occurred, 100% of all amounts owing under the Environmental Agreement by Borrower if (and only if) the Environmental Insurance Policy (as defined in and substantially and materially in the form approved by Administrative Agent pursuant to the Loan Agreement) is not then in place or, if not then in place, does not otherwise cover Borrower for claims relating to environmental matters when and if demand is made by Administrative Agent or any Lender under the Environmental Agreement (i.e., Guarantor shall have no liability under this Guaranty for, and the Indebtedness (as hereinafter defined) shall not include, amounts owing under the Environmental Agreement so long as the Environmental Insurance Policy is in place or otherwise covers the liability of Borrower for environmental matters at the rate time demand is made by Administrative Agent or rates provided a Lender to Borrower under the Environmental Agreement, whether or not the claim relating to any such environmental matter is a covered claim under such Environmental Insurance Policy) (the amounts described in clauses (i) and (ii) above shall be referred to herein, collectively, as the Facility Documents“Indebtedness”). The Indebtedness shall also include all costs and expenses incurred by Administrative Agent in seeking to enforce Administrative Agent’s rights and remedies under this Guaranty, including court costs, costs of alternative dispute resolution and reasonable attorneys’ fees, whether or not suit is filed or other proceedings are initiated thereon. This Guaranty covers, subject to the other terms and conditions of this Guaranty, the Indebtedness presently outstanding and the Indebtedness arising subsequent to the date hereof, including all amounts advanced by Administrative Agent or Lenders in stages or installments. The guaranty of Guarantor as set forth in this Section 1 is a continuing guaranty of payment and not a guaranty of collection only. The Guaranteed Parties shall not be required to exhaust any right or remedy or take any action against the Borrower or any other person or entity or any collateral. Each Guarantor agrees that, as between such Guarantor and the Guaranteed Parties, the Liabilities may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards the Borrower and that in the event of a declaration or attempted declaration, the Liabilities shall immediately become due and payable by such Guarantor for the purposes of this Guaranty. All liabilities of the Guarantors hereunder shall be the joint and several liabilities of each Guarantorcollection.

Guaranty of Payment. Each Guarantor unconditionally This Guaranty is a guaranty of payment. The liability and irrevocably guarantees obligations of the Company shall be primary, direct and absolute, and the Company hereby waives any right to each require that resort be had by the Administrative Agent, the L/C Issuer, the Swing Line Lender, the Lenders and any Affiliate of any Lender against any of the Subsidiary Borrowers or any other Person, or to require that resort be had by the Administrative Agent, the L/C Issuer, the Swing Line Lender, the Lenders or any such Affiliate of a Lender to any direct or indirect collateral security. The Administrative Agent may, at its option, proceed against the Company in the first instance to enforce any obligation to collect any monies, the payment of which is guaranteed hereby, without first proceeding against any of the Subsidiary Borrowers or any other Person and without first resorting to any other remedies, as the Administrative Agent may deem advisable. The liability of the Company hereunder shall in no way be affected or impaired by any acceptance by the Administrative Agent, the L/C Issuer, the Swing Line Lender, the Lenders or any such Affiliate of a Lender or any direct or indirect security for, or other guarantor upon, any indebtedness, liability or obligation of the Subsidiary Borrowers to the Administrative Agent, the L/C Issuer, the Swing Line Lender, the Lenders or any Affiliate of a Lender, or by any failure, delay, neglect or omission of the Administrative Agent, the Collateral AgentL/C Issuer, the Swing Line Lender, any Lenders and each or any Affiliate of their Affiliates party a Lender to a Covered Swap Agreement (individually a “Guaranteed Party” and collectivelyrealize upon or perfect any such security, the “Guaranteed Parties”) the punctual payment of all sums now owing indebtedness, liability or which may in the future be owing obligation, or by any direct or indirect collateral security therefor, or by the Borrower under bankruptcy, reorganization or insolvency of, or by any other proceeding for the Facility Documentsrelief of debtors commenced against, when the same are due and payable, whether on demand, at stated maturity, by acceleration or otherwise, and whether for principal, interest, fees, expenses, indemnification or otherwise (all any of the foregoing sums being the “Liabilities”). Upon failure Subsidiary Borrowers or any other Person, or by the Borrower to pay punctually release, exchange, substitution or any Liabilityloss or impairment of any collateral security, each or the liability of any other Person in respect of the Guarantors agrees that it shall forthwith on demand pay to the Administrative Agent for the benefit of the Company Guaranteed Parties (or in the case of amounts owing under a Covered Swap AgreementObligations, to the applicable Guaranteed Party) the amount not so paid at the place and in the manner specified in the applicable Facility Document. The Liabilities includeincluding, without limitation, interest accruing after the commencement release of any other guarantor or any collateral security provided thereby, or by the invalidity or unenforceability of this Agreement or any Swap Contract, or any of the Company Guaranteed Obligations against any of the Subsidiary Borrowers for any reason, or by any amendment or waiver of or any consent to or departure from this Agreement or any Swap Contract, or by any reason or circumstance which might constitute a defense available to or a discharge of any Subsidiary Borrower or the Company in its capacity as a guarantor, including, without limitation, any defense of sovereign immunity or any similar defense available to any Subsidiary Borrower or the Company under applicable law, from any of its obligations (including, without limitation, in respect of the Company Guaranteed Obligations), or by the fact that at any time or from time to time none of the Company Guaranteed Obligations may be outstanding, or by the merger or consolidation of any Subsidiary Borrower with any other Person, or by the dissolution or liquidation of any Subsidiary Borrower, or by any law, rule, regulation or decree now or hereafter in effect which might affect any of the terms or conditions of the Company Guaranteed Obligations, or by the preference, priority ranking or collectibility of any of the Company Guaranteed Obligations, or by the existence or exercise of any right of set-off by the Administrative Agent, the L/C Issuer, the Swing Line Lender, any Lender or any Affiliate of a proceeding under bankruptcyLender, insolvency or similar laws of any jurisdiction at the rate or rates provided in the Facility Documents. This Guaranty is a guaranty of payment and not of collection only. The Guaranteed Parties shall not be required to exhaust any right or remedy or take any action against the Borrower or by any other person or entity or any collateral. Each Guarantor agrees that, as between such Guarantor and the Guaranteed Parties, the Liabilities may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards the Borrower and that in the event of a declaration or attempted declaration, the Liabilities shall immediately become due and payable by such Guarantor for the purposes of this Guaranty. All liabilities of the Guarantors hereunder shall be the joint and several liabilities of each Guarantorreason whatsoever.

Guaranty of Payment. Each Guarantor Guarantor, jointly and severally, absolutely, unconditionally and irrevocably guarantees to each of the Administrative Agent, the Collateral Agent, the Lenders full and each of their Affiliates party to a Covered Swap Agreement prompt payment in United States currency when due (individually a “Guaranteed Party” and collectively, the “Guaranteed Parties”) the punctual payment of all sums now owing or which may in the future be owing by the Borrower under the Facility Documents, when the same are due and payable, whether on demand, at stated maturity, a stated prepayment date or earlier by reason of acceleration or otherwise) and at all times thereafter, and whether for principal, interest, fees, expenses, indemnification or otherwise (of all of the foregoing sums being indebtedness, existing on the “Liabilities”). Upon failure date hereof or arising from time to time hereafter, whether direct or indirect, joint or several, actual, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising by the Borrower to pay punctually any Liabilitycontract, each operation of law or otherwise, of the Guarantors agrees that it shall forthwith on demand pay Company to the Administrative Agent for the benefit any Noteholder under or in respect of the Guaranteed Parties Note Purchase Agreement and the Notes, including, without limitation, the principal of and interest (or in the case of amounts owing under a Covered Swap Agreement, to the applicable Guaranteed Party) the amount not so paid at the place and in the manner specified in the applicable Facility Document. The Liabilities includeincluding, without limitation, interest accruing before, during or after the commencement of a proceeding under any bankruptcy, insolvency insolvency, reorganization, arrangement, readjustment of debt, liquidation or similar laws dissolution proceeding, and, if interest ceases to accrue by operation of law by reason of any jurisdiction at the rate or rates provided such proceeding, interest which otherwise would have accrued in the Facility Documentsabsence of such proceeding, whether or not allowed as a claim in such proceeding) on the Notes or any Make-Whole Amount (collectively, the "Guarantied Obligations"). This Guaranty is a continuing guaranty of payment and not of collection onlycollection. The Guaranteed Parties Notwithstanding the foregoing, the aggregate amount of any Guarantor's liability under this Guaranty shall not exceed the maximum amount that such Guarantor can guaranty without violating, or causing this Guaranty or such Guarantor's obligations under this Guaranty to be void, voidable or otherwise unenforceable under, any fraudulent conveyance or fraudulent transfer law, including Section 548(a)(2) of the Bankruptcy Code (as hereinafter defined). Upon an Event of Default, any Noteholder may, at its sole election and without notice, proceed directly and at once against any Guarantor to seek and enforce payment of, and to collect and recover, the Guarantied Obligations, or any portion thereof, without first proceeding against the Company, any other Guarantor or any other Person or against any security for the Guarantied Obligations or for the liability of any such other Person or the Guarantor hereunder. Each Noteholder shall have the exclusive right to determine the application of payments and credits, if any, to such Noteholder from each Guarantor, the Company or from any other Person on account of the Guarantied Obligations or otherwise. This Guaranty and all covenants and agreements of each Guarantor contained herein shall continue in full force and effect and shall not be required to exhaust any right or remedy or take any action against the Borrower or any other person or entity or any collateral. Each Guarantor agrees that, discharged until such a time as between such Guarantor and the Guaranteed Parties, the Liabilities may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards the Borrower and that in the event of a declaration or attempted declaration, the Liabilities shall immediately become due and payable by such Guarantor for the purposes of this Guaranty. All liabilities all of the Guarantors hereunder Guarantied Obligations shall be the joint and several liabilities of each Guarantorindefeasibly paid in full in cash.

Guaranty of Payment. Each Guarantor hereby unconditionally and irrevocably guarantees to each of Lenders the Administrative Agentpayment, the Collateral Agent, the Lenders as and each of their Affiliates party to a Covered Swap Agreement (individually a “Guaranteed Party” and collectively, the “Guaranteed Parties”) the punctual payment of all sums now owing or which may in the future be owing by the Borrower under the Facility Documents, when the same are shall be due and payable, whether on demand, at stated maturityby lapse of time, by acceleration of maturity or otherwise, and whether for at all times thereafter, of all principal, interest, fees, costs, expenses, indemnification indebtedness and other Obligations now or otherwise hereafter due and owing to Lenders pursuant to the Credit Agreement, the Notes, and the other Loan Documents, and all renewals, extensions, refinancings, modifications or amendments of such indebtedness or any part thereof (all of the foregoing sums being herein collectively called the “LiabilitiesIndebtedness”). Upon failure by This Guaranty covers the Borrower to pay punctually any Liability, each of the Guarantors agrees that it shall forthwith on demand pay Indebtedness whether presently outstanding or arising subsequent to the Administrative Agent for the benefit of the Guaranteed Parties (date hereof including any and all amounts advanced by Lenders in stages or in the case of amounts owing under a Covered Swap Agreement, to the applicable Guaranteed Party) the amount not so paid at the place and in the manner specified in the applicable Facility Documentinstallments. The Liabilities include, without limitation, interest accruing after the commencement guaranty of a proceeding under bankruptcy, insolvency or similar laws of any jurisdiction at the rate or rates provided Guarantor as set forth in the Facility Documents. This Guaranty this paragraph is a guaranty of payment and not of collection onlycollection. The Guaranteed Parties amounts payable by Guarantor under this Guaranty (which amounts shall not be required to exhaust any right or remedy or take any action against include the Borrower or any other person or entity or any collateral. Each obligations of Guarantor agrees that, as between such Guarantor under both this paragraph and the Guaranteed Parties, the Liabilities may be declared to paragraph 2 below) shall be due and payable for immediately upon receipt by Guarantor of written notice of the purposes amounts which are so due and payable. Guarantor has been supplied a copy of the Credit Agreement and, in particular, has been advised of, read and understood Section 6.15 thereof. To the extent that Guaranty Proceeds are actually distributed to holders of Senior Debt, Guarantor understands and agrees that the Guaranteed Obligation shall not be deemed reduced by any such payment and Guarantor will continue to make payments pursuant to this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration until such time as regards the Borrower and that in the event of a declaration or attempted declaration, the Liabilities shall immediately become due and payable by such Guarantor for the purposes of this Guaranty. All liabilities of the Guarantors hereunder shall be the joint and several liabilities of each Guarantor.Guaranteed Obligation

Guaranty of Payment. Each This guaranty is and shall remain an unconditional guaranty of payment and performance and not a guaranty of collection, shall remain in full force and effect irrespective of any interruption in the business and other dealings and relations of Customer with Bank and shall apply to and guarantee the due and punctual payment and performance of all Obligations of Customer due by Customer to Bank and as otherwise provided herein. To that end, Guarantor unconditionally hereby expressly waives (1) any right to require Bank to bring any action against Customer, (2) any right to require Bank to bring any action against any other person, (3) any right to require Bank to recover from any collateral and irrevocably guarantees other security, and (4) any right to each require Bank to recover from any balance of any deposit or other account on the books of Bank in favor of Customer or any other person through set-off, recoupment or otherwise; and, without limiting the generality of the Administrative Agentforegoing, Guarantor herewith expressly waives any right Guarantor otherwise might have or might have had under the Collateral Agentprovisions of the Florida Statutes and laws to require Bank to attempt to recover against Customer and to realize upon any collateral and other security which Bank holds for the Obligations of Customer. Any Guarantor, the Lenders and each by a written notice, delivered personally to or received by certified or registered United States Mail by an authorized officer of their Affiliates party to a Covered Swap Agreement (individually a “Guaranteed Party” and collectively, the “Guaranteed Parties”) the punctual payment of all sums now owing or which may Bank in the future be owing by the Borrower under the Facility Documents, when the same are due and payable, whether on demandBank's Loan Servicing Center (or successor thereto), at stated maturitythe address of Bank first above given, or any subsequent address of Bank (as set forth in any written notice to Guarantor of such address change) may terminate its guaranty hereunder with respect to only those Obligations of Customer which arise more than thirty (30) business days after the date on which such written notice is so delivered to or received by acceleration said Bank officer. Such written notice of termination shall be the sole and exclusive method of terminating this guaranty as to future Obligations of Customer and notwithstanding such termination, this Guaranty Agreement and the guaranty created hereby and all security given for this guaranty or otherwisethe Obligations of Customer shall remain in full force and effect as to all Obligations of Customer incurred, and whether for principalexisting or arising in any manner prior to such termination, interest, fees, expenses, indemnification or otherwise (all of the foregoing sums being the “Liabilities”). Upon failure by the Borrower to pay punctually any Liability, each of the Guarantors agrees that it shall forthwith on demand pay to the Administrative Agent for the benefit of the Guaranteed Parties (or in the case of amounts owing under a Covered Swap Agreement, to the applicable Guaranteed Party) the amount not so paid at the place and in the manner specified in the applicable Facility Document. The Liabilities includeincluding, without limitation, interest accruing all Obligations of Customer arising under loan commitments which exist prior to such termination, all Obligations of Customer under lines of credit and revolving lines of credit for advances prior to or subsequent to such termination and all Obligations of Customer arising from renewals, extensions, replacements, substitutions, amendments and modifications of the Obligations of Customer, in whole or in part, whether any of the foregoing are made with or without notice to Guarantor before or after the commencement effective date of a proceeding under bankruptcy, insolvency or similar laws of any jurisdiction at the rate or rates provided in the Facility Documents. This Guaranty is a guaranty of payment and not of collection only. The Guaranteed Parties shall not be required to exhaust any right or remedy or take any action against the Borrower or any other person or entity or any collateral. Each Guarantor agrees that, as between such Guarantor and the Guaranteed Parties, the Liabilities may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards the Borrower and that in the event of a declaration or attempted declaration, the Liabilities shall immediately become due and payable by such Guarantor for the purposes of this Guaranty. All liabilities of the Guarantors hereunder shall be the joint and several liabilities of each Guarantortermination.

Guaranty of Payment. Each Guarantor hereby irrevocably and unconditionally and irrevocably guarantees to each of Lender and its successors and assigns the Administrative Agent, the Collateral Agent, the Lenders full payment and each of their Affiliates party to a Covered Swap Agreement (individually a “Guaranteed Party” and collectively, the “Guaranteed Parties”) the punctual payment performance of all sums now owing or which may in the future be owing by the obligations of Borrower under the Facility Documents, Loan Documents as and when the same are shall be due and payable, whether on demand, at stated maturityby lapse of time, by acceleration of maturity or otherwise, either before or after maturity thereof, and whether for principalGuarantor shall be liable for, interest, fees, expenses, indemnification or otherwise (all the full amount of the foregoing sums being the “Liabilities”). Upon failure by the Borrower to pay punctually any LiabilityDebt, each of the Guarantors agrees that it shall forthwith on demand pay to the Administrative Agent for the benefit of the Guaranteed Parties (or in the case of amounts owing under a Covered Swap Agreement, to the applicable Guaranteed Party) the amount not so paid at the place and in the manner specified in the applicable Facility Document. The Liabilities includeincluding, without limitation, interest accruing after any costs and expenses incurred by Lender in connection with collecting or enforcing against Guarantor the commencement of a proceeding under bankruptcy, insolvency or similar laws of any jurisdiction at the rate or rates provided in the Facility Documents. This Guaranty is a guaranty of payment terms and not of collection only. The Guaranteed Parties shall not be required to exhaust any right or remedy or take any action against the Borrower or any other person or entity or any collateral. Each Guarantor agrees that, as between such Guarantor and the Guaranteed Parties, the Liabilities may be declared to be due and payable for the purposes provisions of this Guaranty and enforcing all terms and provisions of the Loan Documents (including, without limitation, all court costs and attorneys' fees and costs) (the "GUARANTEED OBLIGATIONS"); provided, however, that notwithstanding anything to the contrary in this Guaranty, Guarantor's liability under this Guaranty shall be limited to its interests in and to (i) Summit Pledged Entity Interests (as defined in the Pledge Agreement), SCTX Pledged Entity Interests (as defined in the Pledge Agreement), SCTM Pledged Entity Interests (as defined in the Pledge Agreement) and SH Pledged Entity Interests (as defined in the Pledge Agreement); (ii) all other equity, membership or partnership interest certificates, options or rights of any staynature whatsoever which may be issued or granted to Guarantor while this Agreement is in effect, injunction other than those relating to any subsidiary of Guarantor which is in existence as of the date first written above but whose equity, membership or partnership interest is not included as Pledged Entity Interests (as defined in the Pledge Agreement); and (iii) any and all replacements, products and Proceeds (as defined in the Pledge Agreement) of, and dividends, distributions in property, returns of capital or other prohibition which may preventdistributions made on or with respect to, delay or vitiate any declaration as regards of the Borrower foregoing shares and other equity securities and ownership interests. Guarantor hereby irrevocably and unconditionally covenants and agrees that in the event of a declaration or attempted declaration, the Liabilities shall immediately become due and payable by such Guarantor it is liable for the purposes of this Guaranty. All liabilities of the Guarantors hereunder shall be the joint Guaranteed Obligations as a direct and several liabilities of each Guarantorprimary obligor.

Guaranty of Payment. Each Guarantor hereby unconditionally and irrevocably guarantees to each Lender the punctual payment when due, whether by lapse of time, by acceleration of maturity, or otherwise, of all principal, interest (including interest accruing after maturity and after the commencement of any bankruptcy or insolvency proceeding by or against Borrower, whether or not allowed in such proceeding), Hedging Obligations, prepayment premiums, fees, late charges, costs, expenses, indemnification indebtedness, and other sums of money now or hereafter due and owing, or which Borrower is obligated to pay, pursuant to the terms of the Administrative AgentNote, the Collateral AgentCredit Agreement, any of the Lenders other Loan Documents, any application, agreement, note or other document executed and each delivered in connection with any of their Affiliates party the other Loan Documents, as the same may from time to a Covered Swap Agreement time be amended, supplemented, restated or otherwise modified (individually a “Guaranteed Party” and collectively, the “Guaranteed PartiesIndebtedness”) ), provided, however, that the punctual payment Indebtedness shall not include any Excluded Hedging Obligations (as defined in Exhibit A attached hereto). The Indebtedness includes all costs and expenses incurred by Lender in seeking to enforce its rights and remedies with respect to the Indebtedness, including court costs, costs of all sums now owing or which may in the future be owing by the Borrower under the Facility Documents, when the same are due alternative dispute resolution and payablereasonable attorneys’ fees, whether on demand, at stated maturity, by acceleration or otherwise, and whether for principal, interest, fees, expenses, indemnification not suit is filed or otherwise (all of the foregoing sums being the “Liabilities”). Upon failure by the Borrower to pay punctually any Liability, each of the Guarantors agrees that it shall forthwith on demand pay to the Administrative Agent for the benefit of the Guaranteed Parties (or in the case of amounts owing under a Covered Swap Agreement, to the applicable Guaranteed Party) the amount not so paid at the place and in the manner specified in the applicable Facility Document. The Liabilities include, without limitation, interest accruing after the commencement of a proceeding under bankruptcy, insolvency or similar laws of any jurisdiction at the rate or rates provided in the Facility Documentsother proceedings are initiated thereon. This Guaranty covers the Indebtedness presently outstanding and the Indebtedness arising subsequent to the date hereof, including all amounts advanced by Lender in stages or installments. The guaranty of Guarantor as set forth in this Section 1 is a continuing guaranty of payment and not a guaranty of collection only. The Guaranteed Parties shall not be required to exhaust any right or remedy or take any action against the Borrower or any other person or entity or any collateral. Each Guarantor agrees that, as between such Guarantor and the Guaranteed Parties, the Liabilities may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards the Borrower and that in the event of a declaration or attempted declaration, the Liabilities shall immediately become due and payable by such Guarantor for the purposes of this Guaranty. All liabilities of the Guarantors hereunder shall be the joint and several liabilities of each Guarantorcollection.

Guaranty of Payment. Each The Guarantor hereby absolutely and unconditionally and irrevocably guarantees to each of the Administrative Agent, Bank the Collateral Agent, the Lenders full and each of their Affiliates party to a Covered Swap Agreement (individually a “Guaranteed Party” and collectively, the “Guaranteed Parties”) the punctual timely payment of all sums now owing or which may in the future be owing by the Borrower under the Facility Documents, when the same are due and payabledue, whether on demand, at stated maturity, by acceleration or otherwise, and of all Obligations (as defined in the Reimbursement Agreement) of the Borrower now or hereafter existing under the Reimbursement Agreement or any of the Security Documents, whether for principal, interest, fees, expenses or otherwise. The Guarantor further agrees to pay any and all expenses (including without limitation reasonable attorney's fees and expenses, indemnification ) incurred by the Bank in enforcing or otherwise (all protecting its rights against the Guarantor under the Reimbursement Agreement or any of the foregoing sums being Security Documents. If the “Liabilities”)Bank shall fail to receive any such payment as and when said payment becomes due and payable after any applicable cure periods have expired, the Guarantor shall immediately pay to the Bank at its office in Richmond, Virginia, in lawful money of the United States of America, an amount equal to the required payment. Upon failure This Guaranty is an absolute, unconditional, continuing and irrevocable guarantee of payment and not of collectability or performance and is in no way conditioned or contingent upon any attempt to collect from the Borrower. This Guaranty shall remain in full force and effect without respect to future changes in conditions, including change in law, until the Letter of Credit shall have been canceled or shall have expired in accordance with its terms. Subject to the provisions of Section 5.2 and unless the Letter of Credit shall have been canceled or shall have expired in accordance with its terms, each and every default in payment by the Borrower pursuant to pay punctually any Liability, each the terms of the Guarantors Reimbursement Agreement shall give rise to a separate cause of action hereunder to the extent that each such default by the Borrower would give rise to a separate claim or cause of action under the Reimbursement Agreement and separate suits may be brought hereunder as each cause of action arises. The Guarantor hereby waives (i) notice of the acceptance hereof, of any action taken or omitted in reliance hereon and of any defaults by the Borrower in the payment of any such sums, (ii) any presentment, demand, notice or protest of any kind, (iii) any other act or thing or omission or delay to do any other act or thing which might in any manner or to any extent vary the risk of the Guarantor or which might otherwise operate as a discharge of the Guarantor, and (iv) any right to require that any action be brought against the Borrower or to require that resort be had to any security whether held by or available to the Bank or to any other guaranty, and any other applicable law to require the Bank to attempt to recover against or realize upon any Collateral (as defined in the Reimbursement Agreement). The Guarantor agrees that it will not exercise any rights that it may acquire by way of subrogation under the Reimbursement Agreement, by any payment made under the Guaranty or otherwise, until all the Obligations of the Borrower under the Reimbursement Agreement then due and not paid or not performed shall forthwith on demand pay have been paid or performed in full. If any amount shall be paid to the Administrative Agent Guarantor on account of such subrogation rights at any time when all the Obligations of the Borrower under the Reimbursement Agreement then due and not paid or not performed shall not have been paid or performed in full, such amount shall be held in trust for the benefit of the Guaranteed Parties (or in Bonds and shall forthwith be paid to the case Bank to be credited and applied upon the Obligations of amounts owing the Borrower under a Covered Swap the Reimbursement Agreement, to whether matured or unmatured, in accordance with the applicable Guaranteed Party) the amount not so paid at the place and in the manner specified in the applicable Facility Document. The Liabilities include, without limitation, interest accruing after the commencement of a proceeding under bankruptcy, insolvency or similar laws of any jurisdiction at the rate or rates provided in the Facility Documentsterms thereof. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations of the Borrower under the Reimbursement Agreement is a guaranty rescinded or is otherwise returned by the Bank upon the insolvency, bankruptcy or reorganization of payment and not of collection only. The Guaranteed Parties shall not be required to exhaust any right or remedy or take any action against the Borrower or any other person or entity or any collateral. Each Guarantor agrees thatotherwise, all as between though such Guarantor and the Guaranteed Parties, the Liabilities may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards the Borrower and that in the event of a declaration or attempted declaration, the Liabilities shall immediately become due and payable by such Guarantor for the purposes of this Guaranty. All liabilities of the Guarantors hereunder shall be the joint and several liabilities of each Guarantorpayment had not been made.

Guaranty of Payment. Each Guarantor hereby unconditionally and irrevocably guarantees to each of Lenders the Administrative Agentpayment, the Collateral Agent, the Lenders as and each of their Affiliates party to a Covered Swap Agreement (individually a “Guaranteed Party” and collectively, the “Guaranteed Parties”) the punctual payment of all sums now owing or which may in the future be owing by the Borrower under the Facility Documents, when the same are shall be due and payable, whether on demand, at stated maturityby lapse of time, by acceleration of maturity or otherwise, and whether for at all times thereafter, of all principal, interest, fees, costs, expenses, indemnification indebtedness and other Obligations now or otherwise hereafter due and owing to Lenders pursuant to the Credit Agreement, the Notes, and the other Loan Documents, and all renewals, extensions, refinancings, modifications or amendments of such indebtedness or any part thereof (all of the foregoing sums being herein collectively called the “LiabilitiesIndebtedness”). Upon failure by This Guaranty covers the Borrower to pay punctually any Liability, each of the Guarantors agrees that it shall forthwith on demand pay Indebtedness whether presently outstanding or arising subsequent to the Administrative Agent for the benefit of the Guaranteed Parties (date hereof including any and all amounts advanced by Lenders in stages or in the case of amounts owing under a Covered Swap Agreement, to the applicable Guaranteed Party) the amount not so paid at the place and in the manner specified in the applicable Facility Documentinstallments. The Liabilities include, without limitation, interest accruing after the commencement guaranty of a proceeding under bankruptcy, insolvency or similar laws of any jurisdiction at the rate or rates provided Guarantor as set forth in the Facility Documents. This Guaranty this paragraph is a guaranty of payment and not of collection onlycollection. The Guaranteed Parties amounts payable by Guarantor under this Guaranty (which amounts shall not be required to exhaust any right or remedy or take any action against include the Borrower or any other person or entity or any collateral. Each obligations of Guarantor agrees that, as between such Guarantor under both this paragraph and the Guaranteed Parties, the Liabilities may be declared to paragraph 2 below) shall be due and payable for immediately upon receipt by Guarantor of written notice of the purposes amounts which are so due and payable. Guarantor has been supplied a copy of the Credit Agreement and, in particular, has been advised of, read and understood Section 6.15 thereof. To the extent that Guaranty Proceeds are actually distributed to holders of Senior Debt, Guarantor understands and agrees that the Guaranteed Obligation shall not be deemed reduced by any such payment and Guarantor will continue to make payments pursuant to this Guaranty notwithstanding until such time as the Guaranteed Obligation has been paid in full after taking into effect any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards the Borrower and that in the event distributions of a declaration or attempted declaration, the Liabilities shall immediately become due and payable by such Guarantor for the purposes of this Guaranty. All liabilities Guaranty Proceeds to holders of the Guarantors hereunder shall be the joint and several liabilities of each GuarantorSenior Debt.

Guaranty of Payment. Each The Guarantor hereby unconditionally and irrevocably guarantees to each of the Administrative Agent, Seller the Collateral Agent, the Lenders full payment and each of their Affiliates party to a Covered Swap Agreement (individually a “Guaranteed Party” and collectively, the “Guaranteed Parties”) the punctual payment of all sums now owing or which may in the future be owing by the Borrower under the Facility Documentsperformance, when the same are due and payable, whether on demand, at stated maturitydue, by acceleration or otherwise, of all past, present, and whether for principalfuture indebtedness, interestliabilities, fees, expenses, indemnification or otherwise (all and obligations of the foregoing sums being Purchaser to the “Liabilities”Seller of any kind and description in connection with the Purchase Agreement, including but not limited to the Deferred Amount (collectively, the "Purchaser's Obligations"). Upon failure by the Borrower to pay punctually any Liability, each The guaranty of the Guarantors agrees that it shall forthwith on demand pay to the Administrative Agent for the benefit of the Guaranteed Parties (or Guarantor as set forth in the case of amounts owing under a Covered Swap Agreementthis section is an absolute, to the applicable Guaranteed Party) the amount not so paid at the place continuing, primary, and in the manner specified in the applicable Facility Document. The Liabilities include, without limitation, interest accruing after the commencement of a proceeding under bankruptcy, insolvency or similar laws of any jurisdiction at the rate or rates provided in the Facility Documents. This Guaranty is a unconditional guaranty of payment and performance and not of collection onlycollection. This Guaranty may be enforced by the Seller against the Guarantor without the necessity at any time of the Seller's resorting to or exhausting any other security or collateral now or hereafter pledged, assigned, or granted to the Seller and without the necessity at any time of the Seller's having recourse against the Purchaser under the Purchase Agreement. The Guaranteed Parties Guarantor on demand shall pay to the Seller in immediately available funds, in lawful money of the United States of America, the Deferred Amount or satisfy the same with Common Stock as provided in the Purchase Agreement. The obligation hereunder may be considered by the Seller as either a guaranty or an agreement of surety. If a claim is ever made upon the Seller for the repayment or any or all of the Deferred Amount and the Seller repays all or part of such amount by reason of (a) any judgment, decree, or order of any court or administrative body having jurisdiction over the Seller or any of his property or (b) any settlement or compromise of any such claim effected by the Seller with any such claimant, including the Purchaser, then in such event the Guarantor agrees that any such judgment, decree, order, settlement, or compromise shall be binding upon the Guarantor, notwithstanding any revocation hereof, and the Guarantor shall be and remain obligated to the Seller for the amount so repaid or recovered to the same extent as if such amount had never originally been received by the Seller, such amount to be included in the term "Purchaser's Obligations." Nothing contained herein shall prevent the Seller from suing on the Purchase Agreement or from exercising any other rights available to it under the Purchase Agreement, if neither the Purchaser nor the Guarantor timely performs the obligations of the Purchaser thereunder. The exercise of any of the aforesaid rights shall not constitute a discharge of any of the Guarantor's obligations hereunder. Neither the Guarantor's obligations under this Guaranty nor any remedy for the enforcement thereof shall be required to exhaust impaired, modified, changed, or released in any right manner whatsoever by an impairment, modification, change, release, or remedy limitation of the liability of the Purchaser by reason of the Purchaser's bankruptcy or take insolvency or any action against subsequent reorganization, merger, or consolidation of the Borrower Purchaser or any other person change in its composition, nature, personnel, or entity or any collateral. Each Guarantor agrees that, as between such Guarantor and the Guaranteed Parties, the Liabilities may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards the Borrower and that in the event of a declaration or attempted declaration, the Liabilities shall immediately become due and payable by such Guarantor for the purposes of this Guaranty. All liabilities of the Guarantors hereunder shall be the joint and several liabilities of each Guarantorlocation.

Guaranty of Payment. Each Guarantor hereby unconditionally and irrevocably guarantees to each Lender the punctual payment when due, whether by lapse of time, by acceleration of maturity, or otherwise, of all principal, interest (including interest accruing after maturity and after the commencement of any bankruptcy or insolvency proceeding by or against Borrower, whether or not allowed in such proceeding), prepayment premiums, fees, late charges, costs, expenses, indemnification indebtedness, and other sums of money now or hereafter due and owing, or which Borrower is obligated to pay, pursuant to the terms of the Administrative AgentNote, the Collateral Agent, the Lenders and each of their Affiliates party to a Covered Swap Loan Agreement (individually a “Guaranteed Party” including the timely payment of insurance premiums), any amounts due and owing in connection with any interest rate derivative or swap agreements entered into by Borrower with Lender or any of Lender’s affiliates, any application, agreement, note or other document executed and delivered by Borrower in connection with the Loan, or any of the other Loan Documents, including, without limitation, any letter of credit issued by Lender in connection with the Loan, as the same may from time to time be amended, supplemented, restated or otherwise modified (collectively, the “Guaranteed Parties”) the punctual payment of all sums now owing or which may in the future be owing by the Borrower under the Facility Documents, when the same are due and payable, whether on demand, at stated maturity, by acceleration or otherwise, and whether for principal, interest, fees, expenses, indemnification or otherwise (all of the foregoing sums being the “LiabilitiesIndebtedness”). Upon failure The Indebtedness includes all reasonable costs and expenses incurred by the Borrower Lender in seeking to pay punctually any Liability, each of the Guarantors agrees that it shall forthwith on demand pay enforce Lender’s rights and remedies with respect to the Administrative Agent for the benefit of the Guaranteed Parties (Indebtedness, and to protect, defend, maintain or in the case of amounts owing under a Covered Swap Agreementenforce Lender’s liens or security interests, to the applicable Guaranteed Party) the amount not so paid at the place and in the manner specified in the applicable Facility Document. The Liabilities includeincluding, without limitation, interest accruing after the commencement collection costs, default rates of a proceeding under bankruptcyinterest, insolvency reasonable attorneys’ fees and costs at trial and appellate levels and related costs, and costs of alternative dispute resolution, whether or similar laws of any jurisdiction at the rate not suit is filed or rates provided in the Facility Documentsother proceedings are initiated thereon. This Guaranty covers the Indebtedness presently outstanding and the Indebtedness arising subsequent to the date hereof, including all amounts advanced by Lender in stages or installments. The guaranty of Guarantor as set forth in this Section is a continuing guaranty of payment and not a guaranty of collection onlycollection. The foregoing obligations guaranteed under this Section are defined as the “Guaranteed Payment Obligations”. The Guaranteed Parties shall not be required to exhaust any right or remedy or take any action against the Borrower or any other person or entity or any collateral. Each Guarantor agrees that, Payment Obligations are included as between such Guarantor and part of the Guaranteed Parties, the Liabilities may be declared to be due and payable Obligations for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards the Borrower and that in the event of a declaration or attempted declaration, the Liabilities shall immediately become due and payable by such Guarantor for the all purposes of this Guaranty. All liabilities of the Guarantors hereunder shall be the joint and several liabilities of each Guarantor./s/ DS Initial(s)

Guaranty of Payment. Each Guarantor The Borrower hereby, absolutely, irrevocably and unconditionally guarantees, as primary obligor and irrevocably guarantees to each not as surety, the full and punctual payment (whether at stated maturity, upon acceleration or early termination or otherwise, and at all times thereafter) and performance of the Administrative AgentObligations of the Subsidiary Borrower, including without limitation any such Obligations incurred or accrued during the Collateral Agentpendency of any bankruptcy, insolvency, receivership or other similar proceeding of the Lenders and each of their Affiliates party to a Covered Swap Agreement Subsidiary Borrower, whether or not allowed or allowable in such proceeding (individually a “Guaranteed Party” and collectively, the “Guaranteed Parties”) the punctual payment of all sums now owing or which may in the future be owing by the Borrower under the Facility Documents, when the same are due and payable, whether on demand, at stated maturity, by acceleration or otherwise, and whether for principal, interest, fees, expenses, indemnification or otherwise (all of the foregoing sums being the “LiabilitiesDebt”). Upon failure by the Subsidiary Borrower to pay punctually any Liabilitysuch amount pursuant to this Agreement or to deposit any amount or deliver any cash collateral, each of execute any documents or take any other action pursuant to this Agreement or any other Loan Document, the Guarantors Borrower agrees that it shall forthwith on demand pay to (or deposit with, as applicable) the Administrative Agent for the benefit of the Guaranteed Parties (or in the case of amounts owing under a Covered Swap AgreementLenders and, to the applicable Guaranteed Party) if applicable, their Affiliates, the amount not so paid or deposited at the place and in the manner specified in this Agreement or any other Loan Document, as the applicable Facility Document. The Liabilities includecase may be, without limitationand shall also execute any documents and take any other action the Subsidiary Borrower is required to execute or take but has failed to execute or take (it being understood that the intent hereof is that to the extent that the Subsidiary Borrower shall fail to provide the Administrative Agent with a perfected first priority security interest in a specified amount of cash collateral as required hereby, the Borrower shall be obligated to make all deposits, sign all documents and take all such other actions as may be required to assure the Administrative Agent such a security interest accruing after the commencement of a proceeding under bankruptcy, insolvency or similar laws of any jurisdiction at the rate or rates provided in the Facility Documentssuch cash collateral). This Guaranty is a guaranty of payment and not of collection onlycollection. The Guaranteed Parties shall not be required to exhaust Borrower waives any right to require the Administrative Agent or remedy or take any action against Lender to sxx the Borrower Subsidiary Borrower, any other guarantor, or any other person or entity obligated for all or any collateral. Each Guarantor agrees that, as between such Guarantor and part of the Guaranteed PartiesDebt, the Liabilities may be declared or otherwise to be due and payable for the purposes of this Guaranty notwithstanding enforce its payment against any stay, injunction collateral securing all or other prohibition which may prevent, delay or vitiate any declaration as regards the Borrower and that in the event of a declaration or attempted declaration, the Liabilities shall immediately become due and payable by such Guarantor for the purposes of this Guaranty. All liabilities part of the Guarantors hereunder shall be the joint and several liabilities of each GuarantorGuaranteed Debt.

Guaranty of Payment. Each Guarantor unconditionally and irrevocably guarantees to each of the Administrative Agent, the Collateral Canadian Agent, the Lenders and each of their Affiliates party to a Covered Swap Agreement (individually each individually, a “Guaranteed Party” and and, collectively, the “Guaranteed Parties”) the punctual payment of all sums now owing or which may in the future be owing by the Borrower under the Facility Documents, Guaranteed Obligations (as defined below) when the same are due and payable, whether on demand, at stated maturity, by acceleration or otherwise, and whether for principal, interest, fees, expenses, indemnification or otherwise (all of the foregoing sums being the “Liabilities”); provided that the Liabilities, as to any Guarantor, shall not include any obligations under any Covered Swap Agreement to the extent that all or a portion of such Guarantor’s guarantee of such obligations is or becomes illegal or unlawful under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation thereof). The Liabilities include, without limitation, interest accruing after the commencement of a proceeding under bankruptcy, insolvency or similar laws of any jurisdiction. Upon the failure by the Borrower any Guarantor to pay punctually any Liability, each of the Guarantors other Guarantor agrees that it shall forthwith on demand pay to the Administrative Agent for the benefit of the Guaranteed Parties (or in the case of amounts owing under a Covered Swap Agreement, to the applicable Guaranteed Party) the amount not so paid at the place and in the manner specified in the applicable Facility Document. The Liabilities include, without limitation, interest accruing after the commencement of a proceeding under bankruptcy, insolvency or similar laws of any jurisdiction at the rate or rates provided in the Facility Documentspaid. This Guaranty is a guaranty guarantee of payment and not of collection only. The Guaranteed Parties shall not be required to exhaust any right or remedy or take any action against the Borrower or any other person or entity Person or any collateral. Each Guarantor agrees that, if the Liabilities are declared to be due and payable in accordance with Article VIII of the Credit Agreement, as between such Guarantor and the Guaranteed Parties, the Liabilities may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards the Borrower and that in the event of a declaration or attempted declarationBorrower, the Liabilities shall immediately become due and payable by such Guarantor for the purposes of this Guaranty. All liabilities of the Guarantors hereunder shall be the joint and several liabilities of each Guarantor.

Guaranty of Payment. Each Guarantor hereby jointly and severally, unconditionally and irrevocably guarantees to each of the Administrative Agent, the Collateral Agent, the Agent and Lenders and each of their Affiliates party to a Covered Swap Agreement (individually a “Guaranteed Party” and collectively, the “Guaranteed Parties”) the punctual payment of all sums now owing or which may in the future be owing by the Borrower under the Facility Documents, when the same are due and payabledue, whether on demand, at stated maturityby lapse of time, by acceleration of maturity, or otherwise, and whether for of (a) all principal, interest, fees, expenses, indemnification or otherwise interest (all of the foregoing sums being the “Liabilities”). Upon failure by the Borrower to pay punctually any Liability, each of the Guarantors agrees that it shall forthwith on demand pay to the Administrative Agent for the benefit of the Guaranteed Parties (or in the case of amounts owing under a Covered Swap Agreement, to the applicable Guaranteed Party) the amount not so paid at the place and in the manner specified in the applicable Facility Document. The Liabilities include, without limitation, including interest accruing after the commencement of any bankruptcy or insolvency proceeding by or against Borrower, whether or not allowed in such proceeding), fees, late charges, costs, expenses, indemnification indebtedness, and other sums of money now or hereafter due and owing, or which Borrower is obligated to pay, pursuant to the terms of the Note, the Loan Agreement, the Mortgage, the Environmental Agreement, any application, agreement, note or other document executed and delivered in connection with any Swap Contract or any other Loan Documents, including any indemnifications contained in the Loan Documents, now or hereafter existing, and all renewals, extensions, refinancings, modifications, supplements or amendments of such indebtedness, or any of the Loan Documents, or any part thereof, (b) payment by Borrower of all customary or necessary costs and expenses actually incurred by Borrower, Administrative Agent or Lenders in connection with the operation, maintenance and management of the Land and the Improvements, including, without limitation, condominium common charges and assessments, insurance premiums, taxes and assessments, payments in lieu of taxes, utilities, repair, replacement and all other maintenance costs and expenses, equipment lease payments, management fees, professional fees, accounting fees, salaries, fringe and other benefits due to all employees engaged in the operation, maintenance or management of the Land and the Improvements, payroll and related taxes and any and all other customary or necessary operating expenses, (c) any and all transfer taxes which may be due in connection with the foreclosure of the Mortgage or delivery of a proceeding deed-in-lieu of foreclosure of the Mortgage, (d) all legal and other costs or expenses paid or incurred by or on behalf of Administrative Agent and/or Lenders in the enforcement thereof or hereof, (e) all leasing commissions, tenant allowances and/or other amounts which Borrower is obligated to pay as landlord under bankruptcyany and all existing leases of the Property and under any and all future leases at the Property executed while Borrower owns the Property and (f) any loss, insolvency cost, damage or similar laws expense paid or incurred by or on behalf of Administrative Agent and Lenders by reason of (i) any fraud or material misrepresentation, (ii) taxes of any jurisdiction at kind (whether characterized as transfer, gains or other taxes) payable in connection with the rate or rates foreclosure sale of the Property, irrespective of who pays such taxes, (iii) application of any proceeds of the Loan to any purpose other than as provided in the Facility Documents. This Guaranty is a guaranty of payment and not of collection only. The Guaranteed Parties Loan Documents (provided that Guarantor's liability under this clause (iii) shall not be required apply to exhaust distributions made by Borrower more than thirty (30) days prior to a Default provided that such distributions are in the ordinary course of business and Borrower is solvent at the time of such distributions); (iv) the application of any right insurance or remedy condemnation proceeds or take other funds or payments other than strictly in accordance with the Loan Documents, (v) the misapplication of any action security deposits, (vi) rents, sales proceeds, or other sums received after default under the Loan Documents which are not applied to expenses of operating the Property or paid to Administrative Agent or a duly appointed receiver of the Property, (vii) any failure to deliver to Administrative Agent, after demand therefor, any agreements relating to the operation, management, leasing, use, occupancy or construction of the Property, (viii) any intentional physical waste in respect of the Property, (ix) any failure to pay or discharge any real estate tax, other tax, assessment, fine, penalty or lien against the Property to the extent revenue from leases of the Property was available to pay same, (x) liability as landlord under any lease(s) relating to the Property which liability accrued prior to Administrative Agent's or Lenders' succeeding to such interest of Borrower, which Administrative Agent or Lenders is or becomes obligated for by virtue of Administrative Agent or Lenders succeeding to the interests of Borrower, (xi) any Insolvency Event (as hereinafter defined), (xii) any state of facts or circumstances which are contrary to the representations and warranties set forth in Section 32 or (xiii) Lenders being required by any agreement entered into with a tenant of the Property to release any insurance and/or condemnation award proceeds as to which Borrower or is not entitled to have applied to restoration of the Property pursuant to Sections 2.1(d), 2.1(e) and/or 2.1(g), as applicable of the Mortgage (the indebtedness described above in this Section 1 is herein collectively called the "Indebtedness"). Notwithstanding the foregoing, (A) Guarantor's aggregate liability in respect of the principal amount of the Loan (the "Principal Liability") shall be limited to the PL Amount as defined below (the limitation in this proviso being herein referred to as the "Principal Liability Limitation") and (B) Guarantor's liability in respect of interest, fees, penalties and late charges and in respect of clause (b) above shall be equal to the aggregate amount of all such amounts accrued and unpaid as of the Determination Date (as hereinafter defined), provided that (x) in no event shall the Principal Liability Limitation in the foregoing proviso affect Guarantor's liability hereunder as to all interest, fees, penalties, late charges and any other person amounts (other than principal) due under the Loan Documents and any amounts due and owing pursuant to clauses (b), (c), (d), (e) and (f) above (collectively, "Guarantor's Non-Principal Liability") and (y) the effectiveness or entity or continuing effectiveness of the Principal Liability Limitation shall be conditioned on the absence of any collateral. Each Guarantor agrees thatInsolvency Event, as between such Guarantor it being understood and agreed that if said condition is not continuously satisfied Guarantor's liability hereunder in respect of the entire principal amount of the Loan and all other amounts due under the Loan Documents shall be in full force and effect and the Guaranteed PartiesPrincipal Liability Limitation shall be void and of no force or effect. As used herein, the Liabilities may be declared term "PL Amount" shall mean an amount equal to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards the Borrower and that in the event of a declaration or attempted declarationzero dollars ($0). As used herein, the Liabilities term "Determination Date" shall immediately become due and payable by such Guarantor for mean the purposes of this Guaranty. All liabilities of date which is the Guarantors hereunder shall be the joint and several liabilities of each Guarantor.last to occur of:

Guaranty of Payment. Each Guarantor hereby jointly and severally, unconditionally and irrevocably guarantees to each of the Administrative Agent, the Collateral Agent, the Lenders and each of their Affiliates party to a Covered Swap Agreement (individually a “Guaranteed Party” and collectively, the “Guaranteed Parties”) Lender the punctual payment of all sums now owing or which may in the future be owing by the Borrower under the Facility Documents, when the same are due and payabledue, whether on demand, at stated maturityby lapse of time, by acceleration of maturity, or otherwise, and whether for of (a) all principal, interest, fees, expenses, indemnification or otherwise interest (all of the foregoing sums being the “Liabilities”). Upon failure by the Borrower to pay punctually any Liability, each of the Guarantors agrees that it shall forthwith on demand pay to the Administrative Agent for the benefit of the Guaranteed Parties (or in the case of amounts owing under a Covered Swap Agreement, to the applicable Guaranteed Party) the amount not so paid at the place and in the manner specified in the applicable Facility Document. The Liabilities include, without limitation, including interest accruing after the commencement of any bankruptcy or insolvency proceeding by or against Borrower, whether or not allowed in such proceeding), fees, late charges, costs, expenses, indemnification indebtedness, and other sums of money now or hereafter due and owing, or which Borrower is obligated to pay, pursuant to the terms of the Note, the Loan Agreement, the Mortgage, the Environmental Agreement, any application, agreement, note or other document executed and delivered in connection with any Swap Contract or any other Loan Documents, including any indemnifications contained in the Loan Documents, now or hereafter existing, and all renewals, extensions, refinancings, modifications, supplements or amendments of such indebtedness, or any of the Loan Documents, or any part thereof, (b) any and all transfer taxes which may be due in connection with the foreclosure of the Mortgage or delivery of a proceeding under bankruptcydeed-in-lieu of foreclosure of the Mortgage, insolvency (c) all legal and other costs or similar laws expenses paid or incurred by or on behalf of Lender in the enforcement thereof or hereof and (d) any loss, cost, damage or expense paid or incurred by or on behalf of Lender by reason of (i) any fraud or material misrepresentation, (ii) taxes of any jurisdiction at kind (whether characterized as transfer, gains or other taxes) payable in connection with the rate or rates foreclosure sale of the Property, irrespective of who pays such taxes, (iii) application of any proceeds of the Loan to any purpose other than as provided in the Facility Documents. This Guaranty is a guaranty of payment and not of collection only. The Guaranteed Parties Loan Documents (provided that Guarantor’s liability under this clause (iii) shall not be required apply to exhaust distributions made by Borrower more than thirty (30) days prior to an Event of Default provided that such distributions are in the ordinary course of business and Borrower is solvent at the time of such distributions); (iv) the application of any right insurance or remedy condemnation proceeds or take other funds or payments other than strictly in accordance with the Loan Documents, (v) the misapplication of any action security deposits, (vi) rents, sales proceeds, or other sums received after default under the Loan Documents which are not applied to expenses of operating the Property or paid to Lender or a duly appointed receiver of the Property, (vii) any failure to deliver to Lender, after demand therefor, any agreements relating to the operation, management, leasing, use, occupancy or construction of the Property, (viii) any intentional physical waste in respect of the Property, (ix) any failure to pay or discharge any real estate tax, other tax, assessment, fine, penalty or lien against the Property to the extent revenue from leases of the Property was available to pay same, (x) liability as landlord under any lease(s) relating to the Property which liability accrued prior to Lender’s succeeding to such interest of Borrower, which Lender is or becomes obligated for by virtue of Lender succeeding to the interests of Borrower, (xi) any Insolvency Event (as hereinafter defined), (xii) any state of facts or circumstances which are contrary to the representations and warranties set forth in Section 31 or (xiii) Lender being required by any agreement entered into with a tenant of the Property to release any insurance and/or condemnation award proceeds as to which Borrower is not entitled to have applied to restoration of the Property pursuant to the Mortgage (the indebtedness described above in this Section 1 is herein collectively called the “Indebtedness”). Notwithstanding the foregoing, Guarantor’s aggregate liability in respect of the principal, interest and other amounts referred to in clause (a) above (the “Payment Liability”) shall be limited to the PL Amount as defined below (the limitation in this proviso being herein referred to as the “Payment Liability Limitation”), provided that (x) in no event shall the Payment Liability Limitation in the foregoing proviso affect Guarantor’s liability hereunder as to all amounts due and owing pursuant to clauses (b), (c) and (d) above (collectively, “Guarantor’s Carveout Liability”) and (y) the effectiveness or continuing effectiveness of the Principal Payment Limitation shall be conditioned on the absence of any Insolvency Event, it being understood and agreed that if said condition is not continuously satisfied Guarantor’s liability hereunder in respect of the entire principal amount of the Loan and all other person or entity or any collateral. Each Guarantor agrees that, as between such Guarantor amounts due under the Loan Documents shall be in full force and effect and the Guaranteed PartiesPrincipal Payment Limitation shall be void and of no force or effect. As used herein, the Liabilities may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards the Borrower and that in the event of a declaration or attempted declaration, the Liabilities term “PL Amount” shall immediately become due and payable by such Guarantor for the purposes of this Guaranty. All liabilities of the Guarantors hereunder shall be the joint and several liabilities of each Guarantormean zero dollars ($0).

Guaranty of Payment. Each Guarantor hereby unconditionally and irrevocably guarantees to each of Lenders the Administrative Agentpayment, the Collateral Agent, the Lenders as and each of their Affiliates party to a Covered Swap Agreement (individually a “Guaranteed Party” and collectively, the “Guaranteed Parties”) the punctual payment of all sums now owing or which may in the future be owing by the Borrower under the Facility Documents, when the same are shall be due and payable, whether on demand, at stated maturityby lapse of time, by acceleration of maturity or otherwise, and whether for at all times thereafter, of all principal, interest, fees, costs, expenses, indemnification indebtedness and other Obligations now or otherwise hereafter due and owing to Lenders pursuant to the Credit Agreement, the Notes, and the other Loan Documents, and all renewals, extensions, refinancings, modifications or amendments of such indebtedness or any part thereof (all of the foregoing sums being herein collectively called the “LiabilitiesIndebtedness”). Upon failure by This Guaranty covers the Borrower to pay punctually any Liability, each of the Guarantors agrees that it shall forthwith on demand pay Indebtedness whether presently outstanding or arising subsequent to the Administrative Agent for the benefit of the Guaranteed Parties (date hereof including any and all amounts advanced by Lenders in stages or in the case of amounts owing under a Covered Swap Agreement, to the applicable Guaranteed Party) the amount not so paid at the place and in the manner specified in the applicable Facility Documentinstallments. The Liabilities include, without limitation, interest accruing after the commencement guaranty of a proceeding under bankruptcy, insolvency or similar laws of any jurisdiction at the rate or rates provided Guarantor as set forth in the Facility Documents. This Guaranty this paragraph is a guaranty of payment and not of collection onlycollection. The Guaranteed Parties amounts payable by Guarantor under this Guaranty (which amounts shall not be required to exhaust any right or remedy or take any action against include the Borrower or any other person or entity or any collateral. Each obligations of Guarantor agrees that, as between such Guarantor under both this paragraph and the Guaranteed Parties, the Liabilities may be declared to paragraph 2 below) shall be due and payable for immediately upon receipt by Guarantor of written notice of the purposes amounts which are so due and payable. Guarantor has been supplied a copy of the Credit Agreement and, in particular, has been advised of, read and understood Section 6.15 thereof. To the extent that Guaranty Proceeds are actually distributed to holders of Senior Debt, Guarantor understands and agrees that the Guaranteed Obligation shall not be deemed reduced by any such payment and Guarantor will continue to make payments pursuant to this Guaranty notwithstanding until such time as the Guaranteed Obligation has been paid in full after taking into effect any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards the Borrower and that in the event distributions of a declaration or attempted declaration, the Liabilities shall immediately become due and payable by such Guarantor for the purposes of this Guaranty. All liabilities Guaranty Proceeds to holders of the Guarantors hereunder shall be the joint and several liabilities Senior Debt. Table of each Guarantor.Contents

Guaranty of Payment. Each Guarantor hereby unconditionally and irrevocably guarantees to each of Administrative Agent and the Administrative Agent, the Collateral Agent, the other Lenders and each of their Affiliates party to a Covered Swap Agreement (individually a “Guaranteed Party” and collectively, the “Guaranteed Parties”) the punctual payment of all sums now owing or which may in the future be owing by the Borrower under the Facility Documents, when the same are due and payabledue, whether on demand, at stated maturityby lapse of time, by acceleration of maturity, or otherwise, and whether for of all principal, interest, fees, expenses, indemnification or otherwise interest (all of the foregoing sums being the “Liabilities”). Upon failure by the Borrower to pay punctually any Liability, each of the Guarantors agrees that it shall forthwith on demand pay to the Administrative Agent for the benefit of the Guaranteed Parties (or in the case of amounts owing under a Covered Swap Agreement, to the applicable Guaranteed Party) the amount not so paid at the place and in the manner specified in the applicable Facility Document. The Liabilities include, without limitation, including interest accruing after the commencement of a any bankruptcy or insolvency proceeding under bankruptcyby or against Borrower, insolvency whether or similar laws not allowed in such proceeding), fees, late charges, costs, expenses, indemnification indebtedness, and other sums of money now or hereafter due and owing, or which Borrower is obligated to pay, pursuant to (a) the terms of the Note, the Deed of Trust, or any jurisdiction at the rate or rates provided other Loan Documents, and any indemnifications contained in the Facility Loan Documents, now or hereafter existing, and (b) all renewals, extensions, refinancings, modifications, supplements or amendments of such indebtedness, or any of the Loan Documents, or any part thereof (the indebtedness described in clauses (a) and (b) above in this Section 1 is herein collectively called the “Indebtedness”). This Guaranty covers only the Guaranteed Obligations and Guarantor shall not be liable for any indebtedness other than the Guaranteed Obligations. The guaranty of Guarantor as set forth in this Section 1 is a continuing guaranty of payment and not a guaranty of collection onlycollection. Notwithstanding any contrary provision, if (but only if) all of the Conditions to Liability Reduction (as defined below) are satisfied, Guarantor’s liability shall be reduced to twenty-five percent (25%) of the payment of principal. Administrative Agent’s and other Lenders’ agreement to the foregoing limitations on Guarantor’s liability shall in no way be deemed to limit or restrict Administrative Agent’s and other Lenders’ right to apply any sums paid by Guarantor to any portion of the Loan. Upon the written request of Guarantor, Administrative Agent will advise Guarantor in writing as to whether the Conditions to Liability Reduction have been satisfied. The Guaranteed Parties provisions of this Section 1 do not limit, reduce or affect Guarantor’s obligations with respect to the guaranty of payment in this Section 1 (other than the amount of principal payment) or the guaranty of performance in Section 2 below. Guarantor’s liability under this Guaranty shall not be required reduced or otherwise affected, except to exhaust the extent set forth in the next sentence, by any right or remedy or take any action amount applied against the Borrower Indebtedness as a result of the foreclosure or other realization upon any of the security for the Note. To the extent Lenders receive any payments under the Note or any proceeds from foreclosure of or other person or entity or any collateralrealization upon of the security for the Note, such payments shall be applied to that portion of the Obligations for which Guarantor has no personal liability for payment, and then (and only after payment in full of the portion of the Obligations for which Guarantor has no personal liability for payment) be applied against the portion of the Obligations for whose payment Guarantor is liable hereunder. Each Guarantor agrees that, as between such Guarantor and the Guaranteed PartiesUnless otherwise defined herein, the Liabilities may be declared to be due and payable for the purposes of following capitalized terms when used in this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards shall have the Borrower and that in the event of a declaration or attempted declaration, the Liabilities shall immediately become due and payable by such Guarantor for the purposes of this Guaranty. All liabilities of the Guarantors hereunder shall be the joint and several liabilities of each Guarantor.respective meanings set forth below:

Guaranty of Payment. Each Guarantor (not merely as a surety or guarantor of collection) hereby jointly, severally, unconditionally and irrevocably irrevocably, guarantees to each of the Administrative Agent, the Collateral Agent, the Lenders and each of their Affiliates party to a Covered Swap Agreement (individually a “Guaranteed Party” and collectively, the “Guaranteed Parties”) the punctual payment of all sums now owing or which may in the future be owing by the Borrower under the Facility Documents, when the same are due and payabledue, whether on demand, at stated maturity, as an installment, by prepayment or by demand, acceleration or otherwise, and whether for principal, interest, fees, expenses, indemnification of all Obligations heretofore or otherwise (hereafter existing. If any or all of the foregoing sums being Obligations become due and payable under the Credit Agreement, the Guarantors jointly and severally and unconditionally promise to pay such Obligations, on demand, together with any and all expenses (including reasonable counsel fees and expenses), which reasonably may be incurred by the Agent in collecting any of the Obligations and in connection with the protection, defense and enforcement of any rights under the Credit Agreement or under any other Loan Document (the “LiabilitiesExpenses”). Upon failure by The Guarantors guarantee that the Borrower to pay punctually any Liability, each Obligations shall be paid in accordance with the terms of the Guarantors agrees that it shall forthwith on demand pay to the Administrative Agent for the benefit of the Guaranteed Parties (or in the case of amounts owing under a Covered Credit Agreement, any applicable Loan Document, any applicable Swap Agreement, to and any applicable agreement governing the applicable Guaranteed Party) the amount not so paid at the place and in the manner specified in the applicable Facility Documentprovision of Bank Products. The Liabilities Obligations include, without limitation, interest accruing after the commencement of a proceeding under bankruptcy, insolvency or similar laws of any jurisdiction at the rate or rates provided in the Facility Documents. This Guaranty is a guaranty of payment and not of collection onlyCredit Agreement. The Guaranteed Parties Agent shall not be required to exhaust any right or remedy or take any action against the Borrower or any other person or entity Person or any collateralcollateral prior to any demand or other action hereunder against the Guarantors. Each Guarantor agrees The Guarantors agree that, as between such Guarantor the Guarantors and the Guaranteed PartiesAgent, the Liabilities Obligations may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards the Borrower and that in the event of a declaration or attempted declaration, the Liabilities Obligations shall immediately become due and payable by such Guarantor the Guarantors for the purposes of this GuarantyGuaranty and each Guarantor shall forthwith pay the Obligations specified by the Agent to be paid as provided in the Credit Agreement without further notice or demand. All liabilities Notwithstanding anything contained herein or in the Credit Agreement, any Loan Document or any other document or any other agreement, security document or instrument relating hereto or thereto to the contrary, the maximum liability of the Guarantors each Guarantor hereunder shall be never exceed the joint and several liabilities of each Guarantormaximum amount that said Guarantor could pay without having such payment set aside as a fraudulent transfer or fraudulent conveyance or similar action under the U.S. Bankruptcy Code or applicable state or foreign law.

Guaranty of Payment. Each Guarantor hereby unconditionally and irrevocably guarantees and guaranties to each of Purchasers the Administrative Agent, the Collateral Agent, the Lenders full payment and each of their Affiliates party to a Covered Swap Agreement (individually a “Guaranteed Party” and collectively, the “Guaranteed Parties”) the punctual payment of all sums now owing or which may in the future be owing by the Borrower under the Facility Documentsperformance, when the same are due and payable, whether on demand, at stated maturitydue, by acceleration or otherwise, of all past, present, and whether for principalfuture indebtedness, interestliabilities, fees, expenses, indemnification or otherwise (all and obligations of the foregoing sums Company to Purchasers of any kind and description arising in connection with the Purchase Agreement, the Bridge Notes, and this Guaranty Agreement (collectively, the "BRIDGE NOTE PURCHASE DOCUMENTS"), whether direct or indirect, absolute or contingent, or due or to become due (collectively, the "OBLIGATIONS"), it being understood by all the “Liabilities”). Upon failure by parties hereto that such guaranty of payment is limited to the Borrower to pay punctually any Liability, each value of the Guarantors agrees that it shall forthwith on demand pay Pledged Securities at such time any action is taken with respect to the Administrative Agent for the benefit Pledged Securities pursuant to any Event of the Guaranteed Parties (or in the case of amounts owing under a Covered Swap Agreement, to the applicable Guaranteed Party) the amount not so paid at the place and in the manner specified in the applicable Facility Document. The Liabilities include, without limitation, interest accruing after the commencement of a proceeding under bankruptcy, insolvency or similar laws of any jurisdiction at the rate or rates provided in the Facility DocumentsDefault hereunder. This Guaranty shall only relate to the Obligations and not to any other obligations of the Company which now or hereafter may be held by Purchasers and their respective successors and assigns. The guaranty of Guarantor as set forth in this section is a an absolute, continuing, primary, and unconditional guaranty of payment and not of collection onlycollection. The Guaranteed Parties If a claim is ever made upon Purchasers for the repayment or recovery of any amount or amounts received by Purchasers in payment of any of the Obligations and Purchasers repay all or part of such amount by reason of (a) any judgment, decree, or order of any court or administrative body having jurisdiction over Purchasers or any of their property, or (b) any settlement or compromise of any such claim effected by the Purchasers with any such claimant, including the Company, then in such event each Guarantor agrees that any such judgment, decree, order, settlement, or compromise shall not be required to exhaust any right or remedy or take any action binding upon each Guarantor as if against the Borrower Guarantor and in favor of the Purchasers, notwithstanding any revocation hereof or the cancellation of any promissory note or other instrument evidencing any of the Obligations, and each Guarantor shall be and remain obligated to Purchasers hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by Purchasers, such amount to be included in the term "Obligations." This Guaranty may be enforced by Purchasers against each Guarantor without the necessity at any time of Purchasers (a) resorting to or exhausting any other person security or entity collateral now or hereafter pledged, assigned, or granted to Purchasers and without the necessity at any collateral. Each time of Purchasers' having recourse against the Company on the Bridge Notes, or (b) exercising any other rights available to them under the Bridge Note Purchase Documents if neither the Company nor Guarantor agrees that, as between such Guarantor and timely performs the Guaranteed Parties, the Liabilities may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards the Borrower and that in the event of a declaration or attempted declaration, the Liabilities shall immediately become due and payable by such Guarantor for the purposes of this Guaranty. All liabilities obligations of the Guarantors hereunder shall be the joint and several liabilities of each GuarantorCompany thereunder.