Common use of Guaranty Clause in Contracts

Guaranty. Subject to the limitations contained in Section 28 of this Guaranty, Guarantor hereby unconditionally, absolutely and irrevocably guarantees to the Lender that the cash equivalent of any cash distributions received by, or due to, Guarantor with respect to the Ownership Interests of Guarantor, which cash distribution was received by, or due to, Guarantor within one hundred eighty (180) days of an Event of Default, shall be used to (a) cure any default by any other Borrower; (b) pay any and all costs and expenses incurred by the Lender in the enforcement of any of its rights under this Guaranty, including without limitation reasonable attorneys’ fees; and (c) pay any damage or liability suffered by the Lender, to the extent such arise out of any breach by Guarantor under this Guaranty, including, without limitation, a breach of the responsibilities of Guarantor set forth in Section 7 of this Guaranty and/or a breach of any representation, warranty or covenant set forth in Section 15 of this Guaranty (collectively, the “Guaranteed Obligations”). If any such cash distributions are used to satisfy any of the Guaranteed Obligations under clause (a) above, then the amount so paid to the Lender by Guarantor shall be deemed to be an unsecured loan to the Borrower in default, payable only from surplus cash (as defined by Program Obligations), and shall be evidenced solely by a Surplus Cash Note (Form HUD-92223-ORCF or equivalent) with terms and an interest rate approved by HUD in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination of a Guaranteed Obligation with respect to a particular Borrower (a “Partial Release”), if there is a bona fide sale or assignment by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantor, and such sale or assignment is approved in accordance with Program Obligations. Without limiting the generality of the foregoing, the liability of Guarantor shall extend to all amounts which constitute part of the obligations of a HUD Loan Document and would be owed by a Borrower to the Lender under such HUD Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, or similar proceeding involving a Borrower.

Guaranty. Subject Each of the Guarantors hereby jointly and severally absolutely and unconditionally guarantees prompt payment when due, whether at stated maturity, by acceleration, or otherwise, of, and the performance of, the Guarantied Obligations; provided, that the Guarantied Obligations shall not, as to any Guarantor, include any Excluded Swap Obligations of such Guarantor. Upon failure of the Borrower to pay any of the Guarantied Obligations when due (whether at stated maturity, by acceleration or otherwise), Guarantors hereby further jointly and severally agree to promptly pay the same to the limitations contained in Section 28 Administrative Agent for the benefit of Guarantied Parties, without any other demand or notice whatsoever, including without limitation, any notice having been given to any Guarantor of either the acceptance of this GuarantyGuaranty or the creation or incurrence of any of the Guarantied Obligations. This Guaranty is an absolute guaranty of payment and performance of the Guarantied Obligations and not a guaranty of collection, Guarantor hereby unconditionallymeaning that it is not necessary for the Administrative Agent (for and on behalf of Guarantied Parties), absolutely and irrevocably guarantees in order to enforce payment by Guarantors, first or contemporaneously to accelerate payment of any of the Guarantied Obligations or to institute suit or exhaust any rights against any Loan Party or any other Person. Notwithstanding anything herein or in any other Loan Document, any Guarantied Cash Management Agreement, or any Guarantied Hedge Agreement to the Lender that contrary, in any action or proceeding involving any state corporate or other business entity Law, or any state or federal bankruptcy, insolvency, reorganization or other Law affecting the cash equivalent rights of creditors generally (including any Debtor Relief Law), if, as a result of Fraudulent Transfer Laws, the obligations of any cash distributions received byGuarantor under this Section 2 would otherwise, or due to, Guarantor with respect to the Ownership Interests of Guarantor, which cash distribution was received by, or due to, Guarantor within one hundred eighty (180) days of an Event of Default, shall be used after giving effect to (a) cure all other liabilities of such Guarantor, contingent or otherwise, that are relevant under Fraudulent Transfer Laws (specifically excluding, however, any default liabilities of the Guarantor in respect of intercompany Indebtedness to the Borrower or any Subsidiary to the extent that such Indebtedness would be discharged in an amount equal to the amount paid by any other Borrower; the Guarantor hereunder) and (b) pay any and all costs and expenses incurred by the Lender in value as assets of such Guarantor (as determined under the enforcement applicable provisions of Fraudulent Transfer Laws) of any rights to subrogation, contribution, reimbursement, indemnity or similar rights held by such Guarantor pursuant to (i) applicable Law, (ii) Section 17 hereof or (iii) any agreement providing for rights of subrogation, reimbursement or contribution in favor of such Guarantor, or for an equitable allocation among such Guarantor, any other Loan Party, or Subsidiaries or Affiliates of the Borrower, and any other Person of obligations arising under guaranties by such Persons, be held or determined to be void, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its rights liability under this Guaranty, including without limitation reasonable attorneys’ fees; and (c) pay any damage or liability suffered by the Lender, to the extent such arise out of any breach by Guarantor under this Guaranty, including, without limitation, a breach of the responsibilities of Guarantor set forth in Section 7 of this Guaranty and/or a breach of any representation, warranty or covenant set forth in Section 15 of this Guaranty (collectively, the “Guaranteed Obligations”). If any such cash distributions are used to satisfy any of the Guaranteed Obligations under clause (a) above2, then the amount so paid of such liability shall, without any further action by such Guarantor, any Guarantied Party, the Administrative Agent or any other Person, be automatically limited and reduced to the Lender by Guarantor shall be deemed to be an unsecured loan highest amount that is valid and enforceable and not subordinated to the Borrower claims of other creditors as determined in default, payable only from surplus cash (as defined by Program Obligations), and shall be evidenced solely by a Surplus Cash Note (Form HUD-92223-ORCF such action or equivalent) with terms and an interest rate approved by HUD in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination of a Guaranteed Obligation with respect to a particular Borrower (a “Partial Release”), if there is a bona fide sale or assignment by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantor, and such sale or assignment is approved in accordance with Program Obligations. Without limiting the generality of the foregoing, the liability of Guarantor shall extend to all amounts which constitute part of the obligations of a HUD Loan Document and would be owed by a Borrower to the Lender under such HUD Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, or similar proceeding involving a Borrowerproceeding.

Guaranty. Subject The Equity Contributor Guarantor hereby absolutely, irrevocably and unconditionally guarantees (as primary obligor and not merely as surety) to the limitations contained Borrower and the Collateral Agent for the benefit of the Credit Parties the full and punctual payment by the Guaranteed Equity Contributor of its obligations [to provide Base Equity in Section 28 of this Guarantyan amount up to its Individual Base Equity Commitment Balance, Guarantor hereby unconditionallyand Funded Overrun Equity in an amount up to its Individual Funded Overrun Equity Commitment Balance, absolutely [and irrevocably guarantees to provide Supplemental Base Equity in an amount up to the Lender that the cash equivalent of Supplemental Base Equity Commitment Balance]1 in each case]2 [to make any cash distributions received byRecapture Indemnification Contribution]3 [to make any ITC Compensation Payment]4 whether such obligation is direct or indirect, absolute or contingent, due to, Guarantor with respect or to the Ownership Interests of Guarantor, which cash distribution was received by, become due or due to, Guarantor within one hundred eighty (180) days of an Event of Default, shall be used to (a) cure any default by any other Borrower; (b) pay any and all costs and expenses now existing or hereafter incurred by the Lender in the enforcement of any of its rights under this Guaranty, including without limitation reasonable attorneys’ fees; and (c) pay any damage or liability suffered by the Lender, to the extent such arise out of any breach by Guarantor under this Guaranty, including, without limitation, a breach of the responsibilities of Guarantor set forth in Section 7 of this Guaranty and/or a breach of any representation, warranty or covenant set forth in Section 15 of this Guaranty arising (collectively, the “Guaranteed Obligations”), in all respects strictly in accordance with the terms of the Equity Funding Agreement and the other terms and provisions of this Guaranty. If at any time the Guaranteed Equity Contributor fails to timely pay any Guaranteed Obligation, any time after proper demand by the Collateral Agent in accordance with the terms of the Equity Funding Agreement and expiration of any applicable cure period under the Equity Funding Agreement the Borrower or the Collateral Agent may give written notice of such cash distributions are used default to satisfy the Equity Contributor Guarantor and demand payment of such Guaranteed Obligation under this Guaranty. Not later than five (5) Business Days following the Equity Contributor Guarantor’s receipt of such written notice, the Equity Contributor Guarantor shall promptly pay or cause to be paid such Guaranteed Obligation in full. Other than as set forth in this paragraph, this Guaranty is not conditioned upon any requirement that the Borrower, the Collateral Agent or any Credit Party first attempt to enforce any of the Guaranteed Obligations under clause (a) above, then the amount so paid to the Lender by Guarantor shall be deemed to be an unsecured loan to the Borrower in default, payable only from surplus cash (as defined by Program Obligations), and shall be evidenced solely by a Surplus Cash Note (Form HUD-92223-ORCF against any Equity Contributor or equivalent) with terms and an interest rate approved by HUD in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination of a Guaranteed Obligation with respect to a particular Borrower (a “Partial Release”), if there is a bona fide sale or assignment by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantor, and such sale or assignment is approved in accordance with Program Obligations. Without limiting the generality any other guarantor of the foregoingGuaranteed Obligations or any other Person, the liability seek to apply any Collateral, or resort to any other means of Guarantor shall extend to all amounts which constitute part obtaining payment of any of the obligations of a HUD Loan Document and would be owed by a Borrower to the Lender under such HUD Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, or similar proceeding involving a BorrowerGuaranteed Obligations.

Guaranty. (a) Each of the Guarantors unconditionally and irrevocably guarantees the due and punctual payment by the Borrower of the Obligations. Each of the Guarantors further agrees that the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and it will remain bound upon this guaranty notwithstanding any extension or renewal of any of the Obligations. The Obligations of the Guarantors shall be joint and several. (b) Each of the Guarantors waives presentation to, demand for payment from and protest to the Borrower or any other Guarantor, and also waives notice of protest for nonpayment. The Obligations of the Guarantors hereunder shall not be affected by (i) the failure of GM to assert any claim or demand or to enforce any right or remedy against the Borrower or any other Guarantor under the provisions of this Agreement or otherwise; (ii) any extension or renewal of any provision hereof or thereof, (iii) any rescission, waiver, compromise, acceleration, amendment or modification of any of the terms or provisions of this Agreement; (iv) the release, exchange, waiver or foreclosure of any security held by GM for the Obligations or any of them; (v) the failure of GM to exercise any right or remedy against any other Guarantor; or (vi) the release or substitution of the Borrower or any other Guarantor. (c) Each of the Guarantors further agrees that this guaranty constitutes a guaranty of payment when due and not just of collection, and waives any right to require that any resort be had by GM to any security held for payment of the Obligations or to any balance of any deposit, account or credit on the books of GM in favor of the Borrower or any other Guarantor, or to any other Person. (d) Each of the Guarantors hereby waives any defense that it might have based on a failure to remain informed of the financial condition of the Borrower and of any other Guarantor and any circumstances affecting the ability of the Borrower to perform under this Agreement. (e) Each Guarantor’s guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any other instrument evidencing any Obligations, or by the existence, validity, enforceability, perfection, or extent of any collateral therefor or by any other circumstance relating to the Obligations which might otherwise constitute a defense to this Guaranty. GM makes no representation or warranty in respect to any such circumstances or shall have any duty or responsibility whatsoever to any Guarantor in respect of the management and maintenance of the Obligations. (f) Subject to the limitations contained in provisions of Section 28 of this Guaranty6.01, Guarantor hereby unconditionallyupon the Obligations becoming due and payable (by acceleration or otherwise), absolutely and irrevocably guarantees to the Lender that the cash equivalent of any cash distributions received by, or due to, Guarantor with respect to the Ownership Interests of Guarantor, which cash distribution was received by, or due to, Guarantor within one hundred eighty (180) days of an Event of Default, GM shall be used entitled to (a) cure any default by any other Borrower; (b) pay any and all costs and expenses incurred immediate payment of such Obligations by the Lender in the enforcement of any of its rights under this Guaranty, including Guarantors upon written demand by GM without limitation reasonable attorneys’ fees; and (c) pay any damage further application to or liability suffered by the Lender, to the extent such arise out of any breach by Guarantor under this Guaranty, including, without limitation, a breach order of the responsibilities of Guarantor set forth in Section 7 of this Guaranty and/or a breach of any representation, warranty or covenant set forth in Section 15 of this Guaranty (collectively, the “Guaranteed Obligations”). If any such cash distributions are used to satisfy any of the Guaranteed Obligations under clause (a) above, then the amount so paid to the Lender by Guarantor shall be deemed to be an unsecured loan to the Borrower in default, payable only from surplus cash (as defined by Program Obligations), and shall be evidenced solely by a Surplus Cash Note (Form HUD-92223-ORCF or equivalent) with terms and an interest rate approved by HUD in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination of a Guaranteed Obligation with respect to a particular Borrower (a “Partial Release”), if there is a bona fide sale or assignment by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantor, and such sale or assignment is approved in accordance with Program Obligations. Without limiting the generality of the foregoing, the liability of Guarantor shall extend to all amounts which constitute part of the obligations of a HUD Loan Document and would be owed by a Borrower to the Lender under such HUD Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, or similar proceeding involving a BorrowerBankruptcy Court.

Guaranty. Subject to the limitations contained in Section 28 of this Guaranty, Guarantor hereby unconditionally, absolutely unconditionally and irrevocably guarantees (i) the full and prompt payment of all rent and other sums required to be paid by Tenant under the Lender that Lease, (ii) the cash equivalent full and timely performance of any cash distributions received byall other terms, conditions, covenants and obligations of Tenant under the Lease (as same may be amended, renewed, extended or due tomodified), Guarantor with respect to the Ownership Interests of Guarantor, which cash distribution was received by, or due to, Guarantor within one hundred eighty and (180iii) days of an Event of Default, shall be used to (a) cure any default by any other Borrower; (b) pay any and all costs expenses (including reasonable attorneys' fees and expenses expenses) incurred by the Lender Landlord in the enforcement of enforcing any of its rights under the Lease or this GuarantyGuaranty (such obligations, including without limitation reasonable attorneys’ fees; collectively, are referred to as the "Guaranteed Obligations"). Guarantor agrees that this Guaranty is a guarantee of payment and (c) pay any damage or liability suffered by performance, not collection, and that Guarantor is primarily liable and responsible for the Lenderpayment and performance of the Guaranteed Obligations. It is not necessary for Landlord, in order to the extent such arise out of any breach enforce payment and performance by Guarantor under this Guaranty, first or contemporaneously to institute suit or exhaust remedies against Tenant or others liable for any of the Guaranteed Obligations or to enforce rights against any collateral securing any of it. With the exception of the defense of prior payment, performance, or compliance by Tenant or Guarantor of the Guaranteed Obligations which Guarantor is called upon to pay, or the defense that Landlord's claim against Guarantor hereunder is barred by the applicable statue of limitations, all defenses of the law of guaranty or suretyship, including, without limitation, a breach of the responsibilities of substantive defenses and procedural defenses, are waived and released by Guarantor set forth in Section 7 of this Guaranty and/or a breach of any representation, warranty or covenant set forth in Section 15 of this Guaranty (collectively, the “Guaranteed Obligations”). If any such cash distributions are used to satisfy any of the Guaranteed Obligations under clause (a) above, then the amount so paid to the Lender extent permitted by Guarantor shall be deemed to be an unsecured loan to law. Except as provided in the Borrower in defaultpreceding sentence, payable only from surplus cash (as defined by Program Obligations), and shall be evidenced solely by a Surplus Cash Note (Form HUD-92223-ORCF or equivalent) with terms and an interest rate approved by HUD in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination of a Guaranteed Obligation with respect to a particular Borrower (a “Partial Release”), if there is a bona fide sale or assignment by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantor, and such sale or assignment is approved in accordance with Program Obligations. Without limiting the generality of the foregoing, under no circumstances will the liability of Guarantor shall extend under this Guaranty be terminated either with respect to all amounts which constitute part any period of time when the obligations liability of a HUD Loan Document and would be owed by a Borrower to Tenant under the Lender under such HUD Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganizationLease continues, or similar proceeding involving a Borrowerwith respect to any circumstances as to which the Guaranteed Obligations have not been fully discharged by payment or performance.

Guaranty. Subject to the limitations contained in Section 28 of this Guaranty, Guarantor hereby unconditionally, absolutely unconditionally and irrevocably guarantees (i) the full and prompt payment of all rent and other sums required to be paid by Tenant under the Lender that Lease, (ii) the cash equivalent full and timely performance of any cash distributions received byall other terms, conditions, covenants and obligations of Tenant under the Lease (as same may be amended, renewed, extended or due tomodified), Guarantor with respect to the Ownership Interests of Guarantor, which cash distribution was received by, or due to, Guarantor within one hundred eighty and (180iii) days of an Event of Default, shall be used to (a) cure any default by any other Borrower; (b) pay any and all costs expenses (including reasonable attorneys' fees and expenses expenses) incurred by the Lender Landlord in the enforcement of enforcing any of its rights under the Lease or this GuarantyGuaranty (such obligations, including without limitation reasonable attorneys’ fees; collectively, are referred to as the "Guaranteed Obligations"). Guarantor agrees that this Guaranty is a guarantee of payment and (c) pay any damage or liability suffered by performance, not collection, and that Guarantor is primarily liable and responsible for the Lenderpayment and performance of the Guaranteed Obligations. It is not necessary for Landlord, in order to the extent such arise out of any breach enforce payment and performance by Guarantor under this Guaranty, first or contemporaneously to institute suit or exhaust remedies against Tenant or others liable for any of the Guaranteed Obligations or to enforce rights against any collateral securing any of it. With the exception of the defense of prior payment, performance, or compliance by Tenant or Guarantor of the Guaranteed Obligations which Guarantor is called upon to pay, or the defense that Landlord's claim against Guarantor hereunder is barred by the applicable statute of limitations, all defenses of the law of guaranty or suretyship, including, without limitation, a breach of the responsibilities of substantive defenses and procedural defenses, are waived and released by Guarantor set forth in Section 7 of this Guaranty and/or a breach of any representation, warranty or covenant set forth in Section 15 of this Guaranty (collectively, the “Guaranteed Obligations”). If any such cash distributions are used to satisfy any of the Guaranteed Obligations under clause (a) above, then the amount so paid to the Lender extent permitted by Guarantor shall be deemed to be an unsecured loan to law. Except as provided in the Borrower in defaultpreceding sentence, payable only from surplus cash (as defined by Program Obligations), and shall be evidenced solely by a Surplus Cash Note (Form HUD-92223-ORCF or equivalent) with terms and an interest rate approved by HUD in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination of a Guaranteed Obligation with respect to a particular Borrower (a “Partial Release”), if there is a bona fide sale or assignment by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantor, and such sale or assignment is approved in accordance with Program Obligations. Without limiting the generality of the foregoing, under no circumstances will the liability of Guarantor shall extend under this Guaranty be terminated either with respect to all amounts which constitute part any period of time when the obligations liability of a HUD Loan Document and would be owed by a Borrower to Tenant under the Lender under such HUD Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganizationLease continues, or similar proceeding involving a Borrowerwith respect to any circumstances as to which the Guaranteed Obligations have not been fully discharged by payment, performance or compliance.

Guaranty. Subject Each of the Guarantors hereby jointly and severally absolutely and unconditionally guarantees prompt payment when due, whether at stated maturity, by acceleration, or otherwise, of, and the performance of, the Guarantied Obligations; provided, that the Guarantied Obligations shall not, as to any Guarantor, include any Excluded Swap Obligations of such Guarantor. Upon failure of the Borrower to pay any of the Guarantied Obligations when due (whether at stated maturity, by acceleration or otherwise), Guarantors hereby further jointly and severally agree to promptly pay the same to the limitations contained in Section 28 Administrative Agent for the benefit of Guarantied Parties, without any other demand or notice whatsoever, including without limitation, any notice having been given to any Guarantor of either the acceptance of this GuarantyGuaranty or the creation or incurrence of any of the Guarantied Obligations. This Guaranty is an absolute guaranty of payment and performance of the Guarantied Obligations and not a guaranty of collection, Guarantor hereby unconditionallymeaning that it is not necessary for the Administrative Agent (for and on behalf of Guarantied Parties), absolutely and irrevocably guarantees in order to enforce payment by Guarantors, first or contemporaneously to accelerate payment of any of the Guarantied Obligations or to institute suit or exhaust any rights against any Loan Party or any other Person. Notwithstanding anything herein or in any other Loan Document or any Guarantied Hedge Agreement to the Lender that contrary, in any action or proceeding involving any state corporate or other business entity Law, or any state or federal bankruptcy, insolvency, reorganization or other Law affecting the cash equivalent rights of creditors generally (including any Debtor Relief Law), if, as a result of Fraudulent Transfer Laws, the obligations of any cash distributions received byGuarantor under this Section 2 would otherwise, or due to, Guarantor with respect to the Ownership Interests of Guarantor, which cash distribution was received by, or due to, Guarantor within one hundred eighty (180) days of an Event of Default, shall be used after giving effect to (a) cure all other liabilities of such Guarantor, contingent or otherwise, that are relevant under Fraudulent Transfer Laws (specifically excluding, however, any default liabilities of the Guarantor in respect of intercompany Indebtedness to the Borrower or any Subsidiary to the extent that such Indebtedness would be discharged in an amount equal to the amount paid by any other Borrower; the Guarantor hereunder) and (b) pay any and all costs and expenses incurred by the Lender in value as assets of such Guarantor (as determined under the enforcement applicable provisions of Fraudulent Transfer Laws) of any rights to subrogation, contribution, reimbursement, indemnity or similar rights held by such Guarantor pursuant to (i) applicable Law, (ii) Section 17 hereof or (iii) any agreement providing for rights of subrogation, reimbursement or contribution in favor of such Guarantor, or for an equitable allocation among such Guarantor, any other Loan Party, or Subsidiaries or Affiliates of the Borrower, and any other Person of obligations arising under guaranties by such Persons, be held or determined to be void, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its rights liability under this Guaranty, including without limitation reasonable attorneys’ fees; and (c) pay any damage or liability suffered by the Lender, to the extent such arise out of any breach by Guarantor under this Guaranty, including, without limitation, a breach of the responsibilities of Guarantor set forth in Section 7 of this Guaranty and/or a breach of any representation, warranty or covenant set forth in Section 15 of this Guaranty (collectively, the “Guaranteed Obligations”). If any such cash distributions are used to satisfy any of the Guaranteed Obligations under clause (a) above2, then the amount so paid of such liability shall, without any further action by such Guarantor, any Guarantied Party, the Administrative Agent or any other Person, be automatically limited and reduced to the Lender by Guarantor shall be deemed to be an unsecured loan highest amount that is valid and enforceable and not subordinated to the Borrower claims of other creditors as determined in default, payable only from surplus cash (as defined by Program Obligations), and shall be evidenced solely by a Surplus Cash Note (Form HUD-92223-ORCF such action or equivalent) with terms and an interest rate approved by HUD in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination of a Guaranteed Obligation with respect to a particular Borrower (a “Partial Release”), if there is a bona fide sale or assignment by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantor, and such sale or assignment is approved in accordance with Program Obligations. Without limiting the generality of the foregoing, the liability of Guarantor shall extend to all amounts which constitute part of the obligations of a HUD Loan Document and would be owed by a Borrower to the Lender under such HUD Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, or similar proceeding involving a Borrowerproceeding.

Guaranty. Subject (a) Each Lender and each Issuing Bank hereby further authorizes Administrative Agent, on behalf of and for the benefit of the Lenders and the Issuing Banks, to be the limitations contained in Section 28 agent for and representative of this Guaranty, Guarantor hereby unconditionally, absolutely and irrevocably guarantees to the Lender that the cash equivalent of any cash distributions received by, or due to, Guarantor Lenders with respect to the Ownership Interests of GuarantorHoldings Guaranty, the Guaranty and the other Loan Documents. Subject to Section 9.02, without further written consent or authorization from any Lender or any Issuing Bank, Administrative Agent may execute any documents or instruments necessary to release any Guarantor from the Guaranty pursuant to Section 9.17 or with respect to which cash distribution was received by, Required Lenders (or due to, Guarantor within one hundred eighty (180such other Lenders as may be required to give such consent under Section 9.02) days of an Event of Default, shall be used to (a) cure any default by any other Borrower; have otherwise consented. (b) pay any and all costs and expenses incurred by the Lender Anything contained in the enforcement of any of its rights under this the Loan Documents to the contrary notwithstanding, the Borrower, the Administrative Agent, each Issuing Bank and each Lender hereby agree that none of the Lenders or the Issuing Banks shall have any right individually to enforce the Holdings Guaranty or the Guaranty, including without limitation reasonable attorneys’ fees; it being understood and agreed that all powers, rights and remedies hereunder and under any of the Loan Documents may be exercised solely by Administrative Agent, for the benefit of the Lenders and the Issuing Bank in accordance with the terms hereof and thereof. (c) pay any damage or liability suffered by the Lender, Notwithstanding anything to the extent contrary contained herein or any other Loan Document, when all Obligations have been paid in full and all Commitments have terminated or expired, upon request of Borrower, Administrative Agent shall take such arise out actions as shall be required to release all guarantee obligations provided for in any Loan Document. Any such release of any breach by Guarantor under this Guaranty, including, without limitation, a breach of the responsibilities of Guarantor set forth in Section 7 of this Guaranty and/or a breach of any representation, warranty or covenant set forth in Section 15 of this Guaranty (collectively, the “Guaranteed Obligations”). If any such cash distributions are used to satisfy any of the Guaranteed Obligations under clause (a) above, then the amount so paid to the Lender by Guarantor guarantee obligations shall be deemed to be an unsecured loan subject to the Borrower in default, payable only from surplus cash (as defined by Program Obligations), and provision that such guarantee obligations shall be evidenced solely by reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of Borrower or any Guarantor, or upon or as a Surplus Cash Note (Form HUD-92223-ORCF or equivalent) with terms and an interest rate approved by HUD in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination result of the appointment of a Guaranteed Obligation with respect to a particular receiver, intervenor or conservator of, or trustee or similar officer for, Borrower (a “Partial Release”), if there is a bona fide sale or assignment by any Guarantor or any substantial part of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantor, and such sale or assignment is approved in accordance with Program Obligations. Without limiting the generality of the foregoing, the liability of Guarantor shall extend to all amounts which constitute part of the obligations of a HUD Loan Document and would be owed by a Borrower to the Lender under such HUD Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganizationproperty, or similar proceeding involving a Borrowerotherwise, all as though such payment had not been made.

Guaranty. Subject In recognition of the direct and indirect benefits to be received by the Subsidiary Guarantors from the proceeds of the Advances and by virtue of the financial accommodations to be made to the limitations contained in Section 28 Borrower, each of this Guarantythe Subsidiary Guarantors, Guarantor jointly and severally, hereby unconditionally, absolutely unconditionally and irrevocably guarantees to (this “Guaranty”) as a primary obligor and not merely as a surety the Lender that the cash equivalent of any cash distributions received byfull and prompt payment when due, whether upon maturity, acceleration, or due tootherwise, of all of the Secured Obligations plus any interest accruing on any unpaid amounts owing by such Subsidiary Guarantor hereunder (such interest to accrue at the rate set forth in Section 2.2(d)) from the date a demand is made for payment thereunder, plus any and all fees, costs and expenses in protecting or enforcing its rights and remedies with respect to the Ownership Interests of Guarantor, which cash distribution was received by, or due to, Guarantor within one hundred eighty (180) days of an Event of Default, shall be used to (a) cure any default by any other Borrower; (b) pay any and all costs and expenses incurred by the Lender in the enforcement of any of its rights under this Guaranty, including without limitation reasonable attorneys’ fees; and (c) pay any damage or liability suffered by the Lender, to the extent such arise out of any breach by Guarantor under this Guaranty, including, without limitation, a breach attorney’s fees and fees, costs and expenses of the responsibilities of Guarantor set forth in Section 7 of this Guaranty and/or a breach of any representation, warranty or covenant set forth in Section 15 of this Guaranty litigation (collectively, the “Guaranteed Guarantied Obligations”). If any or all of the Secured Obligations constituting Guarantied Obligations becomes due and payable, each of the Subsidiary Guarantors, unconditionally and irrevocably, and without the need for demand, protest, or any other notice or formality, promises to pay such cash distributions are used indebtedness to satisfy the Lender that may be incurred by the Lender in demanding, enforcing, or collecting any of the Guaranteed Guarantied Obligations (including the enforcement of any collateral for such Guarantied Obligations or any collateral for the obligations of the Subsidiary Guarantors under clause this Guaranty). If claim is ever made upon the Lender for repayment or recovery of any amount or amounts received in payment of or on account of any or all of the Guarantied Obligations and the Lender repays all or part of said amount by reason of (ai) aboveany judgment, decree, or order of any court or administrative body having jurisdiction over such payee or any of its property, or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower or any Subsidiary Guarantor), then and in each such event, each of the Subsidiary Guarantors agrees that any such judgment, decree, order, settlement, or compromise shall be binding upon the Subsidiary Guarantors, notwithstanding any revocation (or purported revocation) of this Guaranty or other instrument evidencing any liability of any Obligor, and the Subsidiary Guarantors shall be and remain liable to the aforesaid payees hereunder for the amount so paid repaid or recovered to the Lender same extent as if such amount had never originally been received by Guarantor shall be deemed to be an unsecured loan to the Borrower in default, payable only from surplus cash (as defined by Program Obligations), and shall be evidenced solely by a Surplus Cash Note (Form HUD-92223-ORCF or equivalent) with terms and an interest rate approved by HUD in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination of a Guaranteed Obligation with respect to a particular Borrower (a “Partial Release”), if there is a bona fide sale or assignment by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantor, and any such sale or assignment is approved in accordance with Program Obligations. Without limiting the generality of the foregoing, the liability of Guarantor shall extend to all amounts which constitute part of the obligations of a HUD Loan Document and would be owed by a Borrower to the Lender under such HUD Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, or similar proceeding involving a Borrowerpayee.

Guaranty. Subject to the limitations contained in Section 28 of this Guaranty, Each Subsidiary Guarantor hereby unconditionallyirrevocably, absolutely unconditionally and irrevocably jointly and severally with the other Subsidiary Guarantors guarantees to each holder, the Lender that the cash equivalent due and punctual payment in full of any cash distributions received by, or due to, Guarantor with respect to the Ownership Interests of Guarantor, which cash distribution was received by, or due to, Guarantor within one hundred eighty (180) days of an Event of Default, shall be used to (a) cure any default by any other Borrower; the principal of, Make-Whole Amount, if any, and interest on (b) pay any and all costs and expenses incurred by the Lender in the enforcement of any of its rights under this Guaranty, including without limitation reasonable attorneys’ fees; and (c) pay any damage or liability suffered by the Lender, to the extent such arise out of any breach by Guarantor under this Guaranty, including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a breach claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any other sums which may become due under the terms and provisions of the responsibilities of Guarantor set forth Notes, the Note Agreement or any other instrument referred to therein (all such obligations described in Section 7 of this Guaranty and/or a breach of any representation, warranty or covenant set forth in Section 15 of this Guaranty clauses (collectively, a) and (b) above are herein called the “Guaranteed Obligations”). If The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectibility and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes (including, without limitation, any other Subsidiary Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such cash distributions are used Guaranteed Obligations, each Subsidiary Guarantor agrees to satisfy pay the same when due to the holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes and the Note Agreement. Each default in payment of any of the Guaranteed Obligations under clause shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each Subsidiary Guarantor agrees that the Notes issued in connection with the Note Agreement may (abut need not) abovemake reference to this Subsidiary Guaranty Agreement. Each Subsidiary Guarantor agrees to pay and to indemnify and save each holder harmless from and against any damage, then loss, cost or expense (including attorneys’ fees) which such holder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Subsidiary Guarantor, by any other Subsidiary Guarantor or by the amount so paid Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Subsidiary Guaranty Agreement, the Notes, the Note Agreement or any other instrument referred to therein, together with all expenses resulting from the Lender by Guarantor shall be deemed to be an unsecured loan to the Borrower in compromise or defense of any claims or liabilities arising as a result of any such breach or default, payable only from surplus cash (as defined by Program Obligations)y) any legal action commenced to challenge the validity or enforceability of this Subsidiary Guaranty Agreement, the Notes, the Note Agreement or any other instrument referred to therein and shall be evidenced solely by a Surplus Cash Note (Form HUD-92223-ORCF z) enforcing or equivalentdefending (or determining whether or how to enforce or defend) the provisions of this Subsidiary Guaranty Agreement. Each Subsidiary Guarantor hereby acknowledges and agrees that such Subsidiary Guarantor’s liability hereunder is joint and several with terms the other Subsidiary Guarantors and an interest rate approved by HUD any other Person(s) who may guarantee the obligations and Indebtedness under and in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination of a Guaranteed Obligation with respect to a particular Borrower (a “Partial Release”), if there is a bona fide sale or assignment by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantor, and such sale or assignment is approved in accordance with Program Obligations. Without limiting the generality of the foregoing, Notes and the liability of Guarantor shall extend to all amounts which constitute part of the obligations of a HUD Loan Document and would be owed by a Borrower to the Lender under such HUD Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, or similar proceeding involving a BorrowerNote Agreement.

Guaranty. (a) Each of the Guarantors unconditionally and irrevocably guarantees the due and punctual payment by the Borrower of the Obligations. Each of the Guarantors further agrees that the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and it will remain bound upon this guaranty notwithstanding any extension or renewal of any of the Obligations. The Obligations of the Guarantors shall be joint and several. (b) Each of the Guarantors waives presentation to, demand for payment from and protest to the Borrower or any other Guarantor, and also waives notice of protest for nonpayment. The Obligations of the Guarantors hereunder shall not be affected by (i) the failure of the Administrative Agent or a Lender to assert any claim or demand or to enforce any right or remedy against the Borrower or any other Guarantor under the provisions of this Agreement or any other Loan Document or otherwise; (ii) any extension or renewal of any provision hereof or thereof, (iii) any rescission, waiver, compromise, acceleration, amendment or modification of any of the terms or provisions of any of the Loan Documents; (iv) the release, exchange, waiver or foreclosure of any security held by the Administrative Agent for the Obligations or any of them; (v) the failure of the Administrative Agent or a Lender to exercise any right or remedy against any other Guarantor; or (vi) the release or substitution of the Borrower or any other Guarantor. (c) Each of the Guarantors further agrees that this guaranty constitutes a guaranty of payment when due and not just of collection, and waives any right to require that any resort be had by the Administrative Agent or a Lender to any security held for payment of the Obligations or to any balance of any deposit, account or credit on the books of the Administrative Agent or a Lender in favor of the Borrower or any other Guarantor, or to any other Person. (d) Each of the Guarantors hereby waives any defense that it might have based on a failure to remain informed of the financial condition of the Borrower and of any other Guarantor and any circumstances affecting the ability of the Borrower to perform under this Agreement. (e) Each Guarantor’s guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any other instrument evidencing any Obligations, or by the existence, validity, enforceability, perfection, or extent of any collateral therefor or by any other circumstance relating to the Obligations which might otherwise constitute a defense to this Guaranty. Neither of the Agents nor any of the Lenders makes any representation or warranty in respect to any such circumstances or shall have any duty or responsibility whatsoever to any Guarantor in respect of the management and maintenance of the Obligations. (f) Subject to the limitations contained in provisions of Section 28 of this Guaranty7.01, Guarantor hereby unconditionallyupon the Obligations becoming due and payable (by acceleration or otherwise), absolutely and irrevocably guarantees to the Lender that the cash equivalent of any cash distributions received by, or due to, Guarantor with respect to the Ownership Interests of Guarantor, which cash distribution was received by, or due to, Guarantor within one hundred eighty (180) days of an Event of Default, Lenders shall be used entitled to (a) cure any default by any other Borrower; (b) pay any and all costs and expenses incurred immediate payment of such Obligations by the Lender in the enforcement of any of its rights under this Guaranty, including without limitation reasonable attorneys’ fees; and (c) pay any damage or liability suffered Guarantors upon written demand by the Lender, Administrative Agent. without further application to the extent such arise out of any breach by Guarantor under this Guaranty, including, without limitation, a breach or order of the responsibilities of Guarantor set forth in Section 7 of this Guaranty and/or a breach of any representation, warranty or covenant set forth in Section 15 of this Guaranty (collectively, the “Guaranteed Obligations”). If any such cash distributions are used to satisfy any of the Guaranteed Obligations under clause (a) above, then the amount so paid to the Lender by Guarantor shall be deemed to be an unsecured loan to the Borrower in default, payable only from surplus cash (as defined by Program Obligations), and shall be evidenced solely by a Surplus Cash Note (Form HUD-92223-ORCF or equivalent) with terms and an interest rate approved by HUD in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination of a Guaranteed Obligation with respect to a particular Borrower (a “Partial Release”), if there is a bona fide sale or assignment by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantor, and such sale or assignment is approved in accordance with Program Obligations. Without limiting the generality of the foregoing, the liability of Guarantor shall extend to all amounts which constitute part of the obligations of a HUD Loan Document and would be owed by a Borrower to the Lender under such HUD Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, or similar proceeding involving a BorrowerBankruptcy Court.

Guaranty. Subject to the limitations contained in Section 28 of this Guaranty, Guarantor hereby unconditionally, absolutely and irrevocably guarantees to the Lender that the cash equivalent of any cash distributions received by, or due to, Guarantor with respect to the Ownership Interests of Guarantor, which cash distribution was received by, or due to, Guarantor within one hundred eighty (180) days of an Event of Default, shall be used to (a) cure any default The Guarantors hereby, unconditionally and irrevocably, guarantee to the Buyer and its successors, indorsees, transferees and assigns the prompt and complete payment and performance by any other Borrower; the Seller when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (b) The Guarantors further agree to pay any and all costs and expenses incurred by the Lender in the enforcement of any of its rights under this Guaranty, including without limitation reasonable attorneys’ fees; and (c) pay any damage or liability suffered by the Lender, to the extent such arise out of any breach by Guarantor under this Guaranty, including, without limitation, a breach all reasonable fees and disbursements of counsel) which may be paid or incurred by the Buyer in enforcing any rights with respect to, or collecting, any or all of the responsibilities Obligations and/or enforcing any rights with respect to, or collecting against, the Guarantors under this Guaranty. This Guaranty shall remain in full force and effect until the Obligations are paid in full, notwithstanding that from time to time prior thereto the Seller may be free from any Obligations. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor set forth in Section 7 of hereunder without impairing this Guaranty and/or a breach or affecting the rights and remedies of the Buyer hereunder. (d) No payment or payments made by the Seller, the Guarantors, any other guarantor or any other Person or received or collected by the Buyer from the Seller, the Guarantors, any other guarantor or any other Person by virtue of any representation, warranty action or covenant set forth proceeding or any set-off or appropriation or application at any time or from time to time in Section 15 reduction of this Guaranty (collectively, the “Guaranteed Obligations”). If any such cash distributions are used to satisfy any or in payment of the Guaranteed Obligations under clause (a) above, then the amount so paid to the Lender by Guarantor shall be deemed to be an unsecured loan to the Borrower in defaultmodify, payable only from surplus cash (as defined by Program Obligations)reduce, and shall be evidenced solely by a Surplus Cash Note (Form HUD-92223-ORCF release or equivalent) with terms and an interest rate approved by HUD in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination of a Guaranteed Obligation with respect to a particular Borrower (a “Partial Release”), if there is a bona fide sale or assignment by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantor, and such sale or assignment is approved in accordance with Program Obligations. Without limiting the generality of the foregoing, otherwise affect the liability of the Guarantors hereunder which shall, notwithstanding any such payment or payments other than payments made by the Guarantors in respect of the Obligations or payments received or collected from the Guarantors in respect of the Obligations, remain liable for the Obligations up to the maximum liability of the Guarantors hereunder until the Obligations are paid in full and the Master Repurchase Agreement is terminated (such date, the “Expiration Date”). (e) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Buyer on account of its liability hereunder, it will notify the Buyer in writing that such payment is made under this Guaranty for such purpose. (f) Each Guarantor shall extend be jointly and severally liable to the Buyer for all amounts which constitute part obligations of the obligations of a HUD Loan Document and would be owed by a Borrower to the Lender under such HUD Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, or similar proceeding involving a BorrowerGuarantors hereunder.

Guaranty. Subject to the limitations contained in Section 28 of this Guaranty, The Performance Guarantor hereby unconditionallyunconditionally guarantees the punctual payment and performance when due, absolutely whether at stated maturity, by acceleration or otherwise, of all obligations of the Servicer and irrevocably guarantees each Originator in all capacities in which any such party acts under the Transaction Documents, now or hereafter existing under the Transaction Documents (such obligations being the “Obligations”), and agrees to the Lender that the cash equivalent of any cash distributions received by, or due to, Guarantor with respect to the Ownership Interests of Guarantor, which cash distribution was received by, or due to, Guarantor within one hundred eighty (180) days of an Event of Default, shall be used to (a) cure any default by any other Borrower; (b) pay any and all costs reasonable and properly documented out-of-pocket expenses incurred by the Lender (including Attorney Costs) in the enforcement of enforcing any of its rights under this Performance Guaranty, including without limitation reasonable attorneys’ fees; and together with interest on such expenses (cfrom the time when such amounts were incurred, based on a 365-day year) pay any damage or liability suffered by the Lender, at a rate per annum for each day equal to the extent Base Rate on such arise out of any breach by Guarantor under this Guaranty, including, without limitation, a breach of the responsibilities of Guarantor set forth in Section 7 of this Guaranty and/or a breach of any representation, warranty or covenant set forth in Section 15 of this Guaranty (collectively, the “Guaranteed Obligations”). If any such cash distributions are used to satisfy any of the Guaranteed Obligations under clause (a) above, then the amount so paid to the Lender by Guarantor shall be deemed to be an unsecured loan to the Borrower in default, payable only from surplus cash (as defined by Program Obligations), and shall be evidenced solely by a Surplus Cash Note (Form HUD-92223-ORCF or equivalent) with terms and an interest rate approved by HUD in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination of a Guaranteed Obligation with respect to a particular Borrower (a “Partial Release”), if there is a bona fide sale or assignment by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantor, and such sale or assignment is approved in accordance with Program Obligationsday plus 2.00%. Without limiting the generality of the foregoing, the Performance Guarantor’s liability of Guarantor shall extend to all amounts which constitute part of the obligations of a HUD Loan Document Obligations and would be owed by a Borrower any Person to the Lender Seller or any Beneficiary under such HUD Loan any Transaction Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, reorganization or similar proceeding involving a Borrowersuch Person as debtor. Notwithstanding anything to the contrary herein, the liability of the Performance Guarantor under this Performance Guaranty with respect to the Obligations is (a) limited to, and shall in no event or under any circumstances, exceed the 110% of the Purchase Limit in effect from time to time, inclusive of all interest, charges, fees, expenses or otherwise but exclusive of any and all out-of-pocket expenses arising from enforcement of such Performance Guaranty (the reimbursement of which not being subject to such limitation) and (b) subject to termination on the Final Termination Date. Expiry of this Performance Guaranty shall not reduce or diminish the liability of the Performance Guarantor to the Beneficiaries in respect of any Obligation incurred on before the Facility Termination Date. For the avoidance of doubt, the obligations of the Performance Guarantor under this Performance Guaranty do not include losses in respect of Receivables that are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the Obligor.

Guaranty. Subject In order to induce the Lenders to make Loans to the limitations contained applicable Borrowing Subsidiaries, the Company hereby unconditionally guarantees the Borrowing Subsidiary Obligations of all the Borrowing Subsidiaries. The Company further agrees that the Borrowing Subsidiary Obligations may be extended and renewed, in Section 28 whole or in part, without notice to or further assent from it, and that it will remain bound upon its agreement hereunder notwithstanding any extension or renewal of this Guarantyany Borrowing Subsidiary Obligation. The Company waives promptness, Guarantor hereby unconditionallydiligence, absolutely presentment to, demand of payment from and irrevocably guarantees protest to the Lender that the cash equivalent Borrowing Subsidiaries of any cash distributions received byBorrowing Subsidiary Obligations, or due to, Guarantor with respect to and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of the Ownership Interests of Guarantor, which cash distribution was received by, or due to, Guarantor within one hundred eighty (180) days of an Event of Default, Company hereunder shall be used to absolute and unconditional and not be affected by (a) cure the failure of any default by Lender or the Administrative Agents to assert any claim or demand or to enforce any right or remedy against the Borrowing Subsidiaries under the provisions of this Agreement or any of the other BorrowerLoan Documents or otherwise; (b) pay any and all costs and expenses incurred by the Lender in the enforcement rescission, waiver, amendment or modification of any of its rights under the terms or provisions of this GuarantyAgreement, including without limitation reasonable attorneys’ feesany other Loan Documents or any other agreement; and (c) pay the failure of any damage Lender to exercise any right or liability suffered remedy against any Borrowing Subsidiaries; (d) the invalidity or unenforceability of any Loan Document; (e) any change in the corporate existence or structure of any Borrowing Subsidiary; (f) any claims or rights of set off that may be claimed by the LenderCompany; (g) any law, to the extent such arise out regulation, decree or order of any breach jurisdiction or any event affecting any term of any Borrowing Subsidiary Obligation; or (h) any other circumstance which might otherwise constitute a defense available to or discharge of the Borrower or a guarantor (other than payment). The Company further agrees that its agreement hereunder constitutes a promise of payment when due and not of collection, and waives any right to require that any resort be had by Guarantor under this Guarantyany Lender to any balance of any deposit account or credit on the books of any Lender in favor of any Borrowing Subsidiary or any other Person. The obligations of the Company hereunder shall not be subject to any reduction, including, without limitation, a breach of the responsibilities of Guarantor set forth in Section 7 of this Guaranty and/or a breach of impairment or termination for any representation, warranty or covenant set forth in Section 15 of this Guaranty (collectively, the “Guaranteed Obligations”). If any such cash distributions are used to satisfy any of the Guaranteed Obligations under clause (a) above, then the amount so paid to the Lender by Guarantor shall be deemed to be an unsecured loan to the Borrower in default, payable only from surplus cash (as defined by Program Obligations)reason, and shall not be evidenced solely subject to any defense or setoff, counterclaim, recoupment or termination whatsoever, by a Surplus Cash Note (Form HUD-92223-ORCF reason of the invalidity, illegality or equivalent) with terms and an interest rate approved by HUD in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination unenforceability of a Guaranteed Obligation with respect to a particular Borrower (a “Partial Release”), if there is a bona fide sale the Borrowing Subsidiary Obligations or assignment by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantor, and such sale or assignment is approved in accordance with Program Obligationsotherwise. Without limiting the generality of the foregoing, the liability of Guarantor shall extend to all amounts which constitute part obligations of the obligations Company hereunder shall not be discharged or impaired or otherwise affected by the failure of a HUD the Administrative Agents or any Lender to assert any claim or demand or to enforce any remedy under this Agreement or under any other Loan Document or any other agreement, by any waiver or modification in respect of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Borrowing Subsidiary Obligations, or by any other act or omission which may or might in any manner or to any extent vary the risk of the Company or otherwise operate as a discharge of the Company as a matter of law or equity. The Company further agrees that its obligations hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Borrowing Subsidiary Obligation is rescinded or must otherwise be restored by the Administrative Agents or any Lender upon the bankruptcy or reorganization of any of the Borrowing Subsidiaries or otherwise. In furtherance of the foregoing and would not in limitation of any other right which the Administrative Agents or any Lender may have at law or in equity against the Company by virtue hereof, upon the failure of any Borrowing Subsidiary to pay any Borrowing Subsidiary Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, the Company hereby promises to and will, upon receipt of written demand by CBNA, forthwith pay, or cause to be paid, in cash the amount of such unpaid Borrowing Subsidiary Obligation. In the event that, by reason of the bankruptcy of any Borrowing Subsidiary, (i) acceleration of Loans made to such Borrowing Subsidiary is prevented and (ii) the Company shall not have prepaid the outstanding Loans and other amounts due hereunder owed by such Borrowing Subsidiary, the Company will forthwith purchase such Loans at a Borrower price equal to the principal amount thereof plus accrued interest thereon and any other amounts due hereunder with respect thereto. The Company further agrees that if payment in respect of any Borrowing Subsidiary Obligation shall be due in a currency other than Dollars and/or at a place of payment other than New York and if, by reason of any Change in Law, disruption of currency or foreign exchange markets, war or civil disturbance or similar event, payment of such Borrowing Subsidiary Obligation in such currency or such place of payment shall be impossible or, in the judgment of any applicable Lender, not consistent with the protection of its rights or interests, then, at the election of any applicable Lender, the Company shall make payment of such Borrowing Subsidiary Obligation in Dollars (based upon the applicable Exchange Rate in effect on the date of payment) and/or in New York, and shall indemnify such Lender under against any losses or expenses that it shall sustain as a result of such HUD Loan Document but for alternative payment. Upon payment by the fact that they are unenforceable or not allowable due Company of any Borrowing Subsidiary Obligations, each Lender shall, in a reasonable manner, assign the amount of the Borrowing Subsidiary Obligations owed to it and paid by the Company pursuant to this guarantee to the existence of a bankruptcyCompany, reorganizationsuch assignment to be pro tanto to the extent to which the Borrowing Subsidiary Obligations in question were discharged by the Company, or similar proceeding involving make such disposition thereof as the Company shall direct (all without recourse to any Lender and without any representation or warranty by any Lender except with respect to the amount of the Borrowing Subsidiary Obligations so assigned). Upon payment by the Company of any sums as provided above, all rights of the Company against any Borrowing Subsidiary arising as a Borrowerresult thereof by way of right of subrogation or otherwise shall in all respects be subordinated and junior in right of payment to the prior indefeasible payment in full of all the Borrowing Subsidiary Obligations to the Lenders.

Guaranty. Subject In order to induce the limitations contained Administrative Agent, the Collateral Agent, the Issuing Lenders and the Lenders to enter into this Agreement and to extend credit hereunder, and induce the other Guaranteed Creditors to enter into Interest Rate Protection Agreements and Other Hedging Agreements and in Section 28 recognition of this Guarantythe direct benefits to be received by the Parent, Guarantor Arlington and GMSCII from the conversion of the Loans, the deemed issuance of the Existing Letters of Credit hereunder and the entering into of such Interest Rate Protection Agreements and Other Hedging Agreements, each of the Parent, Arlington and GMSCII hereby unconditionallyagrees with the Guaranteed Creditors as follows: Each of the Parent, absolutely Arlington and GMSCII hereby unconditionally and irrevocably guarantees to as primary obligor and not merely as surety, the Lender that the cash equivalent full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any cash distributions received by, or due to, Guarantor with respect to the Ownership Interests of Guarantor, which cash distribution was received by, or due to, Guarantor within one hundred eighty (180) days of an Event of Default, shall be used to (a) cure any default by any other Borrower; (b) pay any and all costs of the Obligations of the Borrower to the Guaranteed Creditors. If any or all of the Obligations of the Borrower to the Guaranteed Creditors becomes due and payable hereunder, each of the Parent, Arlington and GMSCII, unconditionally and irrevocably, promises to pay such indebtedness to the Administrative Agent and/or the other Guaranteed Creditors, or order, on demand, together with any and all reasonable documented out-of-pocket expenses which may be incurred by the Lender Administrative Agent and the other Guaranteed Creditors in collecting any of the enforcement Obligations. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of its rights under this Guaranty, including without limitation reasonable attorneys’ fees; the Obligations and (c) pay any damage or liability suffered by the Lender, to the extent such arise out of any breach by Guarantor under this Guaranty, including, without limitation, a breach of the responsibilities of Guarantor set forth in Section 7 of this Guaranty and/or a breach of any representation, warranty or covenant set forth in Section 15 of this Guaranty (collectively, the “Guaranteed Obligations”). If any such cash distributions are used to satisfy any of the Guaranteed Obligations under clause aforesaid payees repays all or part of said amount by reason of (ai) aboveany judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower), then and in such event, each of the Parent, Arlington and GMSCII agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent, Arlington or GMSCII, as the case may be, notwithstanding any revocation of this Holdings Guaranty or other instrument evidencing any liability of the Borrower, and the Parent, Arlington or GMSCII, as the case may be, shall both be and remain liable to the aforesaid payees hereunder for the amount so paid repaid or recovered to the Lender same extent as if such amount had never originally been received by Guarantor shall be deemed to be an unsecured loan to the Borrower in default, payable only from surplus cash (as defined by Program Obligations), and shall be evidenced solely by a Surplus Cash Note (Form HUD-92223-ORCF or equivalent) with terms and an interest rate approved by HUD in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination of a Guaranteed Obligation with respect to a particular Borrower (a “Partial Release”), if there is a bona fide sale or assignment by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantor, and any such sale or assignment is approved in accordance with Program Obligations. Without limiting the generality of the foregoing, the liability of Guarantor shall extend to all amounts which constitute part of the obligations of a HUD Loan Document and would be owed by a Borrower to the Lender under such HUD Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, or similar proceeding involving a Borrowerpayee.

Guaranty. Subject to the limitations contained in Section 28 of this Guaranty(a) Each Guarantor hereby, Guarantor hereby unconditionallyjointly and severally, absolutely absolutely, unconditionally and irrevocably guarantees to the Lender that the cash equivalent punctual payment when due, whether at scheduled maturity or by acceleration, demand or otherwise, of any cash distributions received by, or due to, Guarantor with respect to the Ownership Interests of Guarantor, which cash distribution was received by, or due to, Guarantor within one hundred eighty (180) days of an Event of Default, shall be used to (a) cure any default by any other Borrower; (b) pay any and all costs and expenses incurred by the Lender in the enforcement of any of its rights under this Guaranty, including without limitation reasonable attorneys’ fees; and (c) pay any damage or liability suffered by the Lender, to the extent such arise out of any breach by Guarantor under this Guaranty, including, without limitation, a breach of the responsibilities of Guarantor set forth in Section 7 of this Guaranty and/or a breach of any representation, warranty or covenant set forth in Section 15 of this Guaranty (collectively, the “Guaranteed Obligations”). If any such cash distributions are used to satisfy any of the Guaranteed Obligations under clause (a) above, then the amount so paid to the Lender by Guarantor shall be deemed to be an unsecured loan to the Borrower in default, payable only from surplus cash (as defined by Program Obligations), and shall be evidenced solely by a Surplus Cash Note (Form HUD-92223-ORCF or equivalent) with terms and an interest rate approved by HUD in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination of a Guaranteed Obligation with respect to a particular Borrower (a “Partial Release”), if there is a bona fide sale or assignment by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantor, and such sale or assignment is approved in accordance with Program Obligations. Without limiting the generality of the foregoing, the liability of each Guarantor shall extend to all amounts which that constitute part of the obligations of a HUD Loan Document Guaranteed Obligations and would be owed by a Borrower any other Loan Party to the Administrative Agent, the Swing Line Lender, any Lender and/or any L/C Issuer under or in respect of the Loan Documents, in each case, giving rise to such HUD Loan Document Guaranteed Obligations (collectively, the “Guaranteed Documents”) but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, reorganization or similar proceeding involving such other Loan Party. This Guaranty is a Borrowerguaranty of payment and not of collection. (b) Each Guarantor, and by its acceptance of this Article XI, the Administrative Agent, on behalf of itself and each Lender, hereby confirm that it is the intention of all such Persons that this Article XI and the Guaranteed Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of Debtor Relief Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Article XI and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Administrative Agent, the Lenders and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Article XI at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance under Debtor Relief Law or any comparable provision of applicable Law.

Guaranty. Subject In order to induce the limitations contained Facility Agent, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder, and induce the other Guaranteed Creditors to enter into Interest Rate Protection Agreements and Other Hedging Agreements and in Section 28 recognition of this Guarantythe direct benefits to be received by the Parent from the continuation and conversion of the Loans and the entering into of such Interest Rate Protection Agreements and Other Hedging Agreements, Guarantor the Parent hereby unconditionally, absolutely agrees with the Guaranteed Creditors as follows: The Parent hereby unconditionally and irrevocably guarantees to as primary obligor and not merely as surety, the Lender that the cash equivalent full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any cash distributions received by, or due to, Guarantor with respect to the Ownership Interests of Guarantor, which cash distribution was received by, or due to, Guarantor within one hundred eighty (180) days of an Event of Default, shall be used to (a) cure any default by any other Borrower; (b) pay any and all costs of the Obligations of the Borrower to the Guaranteed Creditors. If any or all of the Obligations of the Borrower to the Guaranteed Creditors becomes due and payable hereunder, the Parent unconditionally and irrevocably, promises to pay such indebtedness to the Facility Agent and/or the other Guaranteed Creditors, or order, on demand, together with any and all reasonable documented out-of-pocket expenses which may be incurred by the Lender Facility Agent and the other Guaranteed Creditors in collecting any of the enforcement Obligations. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of its rights under this Guaranty, including without limitation reasonable attorneys’ fees; the Obligations and (c) pay any damage or liability suffered by the Lender, to the extent such arise out of any breach by Guarantor under this Guaranty, including, without limitation, a breach of the responsibilities of Guarantor set forth in Section 7 of this Guaranty and/or a breach of any representation, warranty or covenant set forth in Section 15 of this Guaranty (collectively, the “Guaranteed Obligations”). If any such cash distributions are used to satisfy any of the Guaranteed Obligations under clause aforesaid payees repays all or part of said amount by reason of (ai) aboveany judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower), then and in such event, the Parent agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent, notwithstanding any revocation of this Parent Guaranty or other instrument evidencing any liability of the Borrower, and the Parent shall both be and remain liable to the aforesaid payees hereunder for the amount so paid repaid or recovered to the Lender same extent as if such amount had never originally been received by Guarantor shall be deemed to be an unsecured loan to the Borrower in default, payable only from surplus cash (as defined by Program Obligations), and shall be evidenced solely by a Surplus Cash Note (Form HUD-92223-ORCF or equivalent) with terms and an interest rate approved by HUD in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination of a Guaranteed Obligation with respect to a particular Borrower (a “Partial Release”), if there is a bona fide sale or assignment by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantor, and any such sale or assignment is approved in accordance with Program Obligations. Without limiting the generality of the foregoing, the liability of Guarantor shall extend to all amounts which constitute part of the obligations of a HUD Loan Document and would be owed by a Borrower to the Lender under such HUD Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, or similar proceeding involving a Borrowerpayee.

Guaranty. Subject to the limitations contained in Section 28 of this Guaranty, The Guarantor hereby unconditionally, absolutely unconditionally and irrevocably -------- guarantees to HRP the Lender that prompt and complete payment and performance by the cash equivalent GranCare Companies (and each of any cash distributions received bythem), when due (whether at stated maturity, by acceleration or due tootherwise), of the Obligations. The Guarantor with respect further agrees to the Ownership Interests of Guarantor, which cash distribution was received by, or due to, Guarantor within one hundred eighty (180) days of an Event of Default, shall be used to (a) cure any default by any other Borrower; (b) pay any and all costs expenses (including, without limitation, all reasonable fees and expenses disbursements of counsel to HRP) which may be paid or incurred by the Lender HRP in the enforcement enforcing, or obtaining advice of counsel in respect of, any of its rights under this Guaranty, . This Guaranty is a guaranty of payment and not of collectibility and is absolute and in no way conditional or contingent. The Guarantor's liability hereunder is direct and unconditional and may be enforced after nonpayment or nonperformance by any GranCare Company of any Obligation without requiring HRP to resort to any other Person (including without limitation reasonable attorneys’ fees; such GranCare Company) or any other right, remedy or collateral. This Guaranty shall remain in full force and (c) pay effect until the Obligations are paid in full. Notwithstanding the aggregate amount of the Obligations at any damage time or liability suffered from time to time payable or to be payable by the LenderGranCare Companies to HRP, the liability of the Guarantor to HRP under this Section 2 shall not exceed the extent --------- principal sum of Fifteen Million Dollars ($15,000,000) in the aggregate less amounts paid by the Guarantor hereunder in respect of such arise out principal sum; provided that whenever, at any time, or from time to time, Guarantor shall make any payment to HRP on account of its liability hereunder, it will notify HRP in writing that such payment is made under this Guaranty for such purpose. The Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of the Guarantor hereunder without impairing this Guaranty or affecting the rights and remedies of HRP hereunder. No payment or payments made by any GranCare Company or any other Person or received or collected by HRP from any GranCare Company or any other Person by virtue of any breach by Guarantor under this Guarantyaction or proceeding or any set-off or appropriation or application, includingat any time or from time to time, without limitation, a breach in reduction of or in payment of the responsibilities of Guarantor set forth in Section 7 of this Guaranty and/or a breach of any representation, warranty or covenant set forth in Section 15 of this Guaranty (collectively, the “Guaranteed Obligations”). If any such cash distributions are used to satisfy any of the Guaranteed Obligations under clause (a) above, then the amount so paid to the Lender by Guarantor shall be deemed to be an unsecured loan to the Borrower in defaultmodify, payable only from surplus cash (as defined by Program Obligations)reduce, and shall be evidenced solely by a Surplus Cash Note (Form HUD-92223-ORCF release or equivalent) with terms and an interest rate approved by HUD in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination of a Guaranteed Obligation with respect to a particular Borrower (a “Partial Release”), if there is a bona fide sale or assignment by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantor, and such sale or assignment is approved in accordance with Program Obligations. Without limiting the generality of the foregoing, otherwise affect the liability of the Guarantor shall extend to all amounts hereunder which constitute part shall, notwithstanding any such payment or payments, remain liable for the amount of the obligations of a HUD Loan Document and would be owed by a Borrower to Obligations until the Lender under such HUD Loan Document Obligations are paid in full (but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, or similar proceeding involving a Borrowersubject as provided in this paragraph).

Guaranty. Subject Each Guarantor unconditionally and irrevocably guaranties to Licensor that if Licensee fails for any reason to perform when due any of its respective obligations to Licensor under this Agreement, the Electronic Systems License Agreement, and the Design Review Addendum (the “Obligations”) within the time specified therein, it will without any demand or notice whatsoever promptly pay or perform such Obligations (the “Guaranty”). The Guarantors acknowledge that the Guaranty is a continuing guaranty and may not be revoked and shall not otherwise terminate unless this (i) Agreement has terminated or expired in accordance with Sections 4. or 18 and (ii) all amounts owing to Licensor by Licensee and the Guarantors pursuant to the limitations contained Obligations have been paid in Section 28 full. The liability of this Guarantyeach Guarantor hereunder is independent of and not in consideration of or contingent upon the liability of Licensee or any other Guarantor and a separate action or actions may be brought and prosecuted against any Guarantor, whether or not any action is brought or prosecuted against Licensee or any other Guarantor hereby unconditionallyor whether Licensee or any other Guarantor is joined in any such action or actions. The Guaranty shall be construed as a continuing, absolutely absolute and irrevocably guarantees unconditional guaranty both of performance and of payment (and not merely of collection) without regard to: (i) any modification, amendment or variation in or addition to the Lender that the cash equivalent terms of any cash distributions received byof the Obligations or any covenants in respect thereof or any security therefor, (ii) any extension of time for performance or due to, waiver of performance of any covenant of Licensee or any other Guarantor or any failure or omission to enforce any right with regard to or any other indulgence with respect to the Ownership Interests of Guarantor, which cash distribution was received by, or due to, Guarantor within one hundred eighty (180) days of an Event of Default, shall be used to (a) cure any default by any other Borrower; (b) pay any and all costs and expenses incurred by the Lender in the enforcement of any of its rights under this Guaranty, including without limitation reasonable attorneys’ fees; and (c) pay any damage or liability suffered by the Lender, to the extent such arise out of any breach by Guarantor under this Guaranty, including, without limitation, a breach of the responsibilities of Guarantor set forth in Section 7 of this Guaranty and/or a breach of any representation, warranty or covenant set forth in Section 15 of this Guaranty (collectively, the “Guaranteed Obligations”). If any such cash distributions are used to satisfy any of the Guaranteed Obligations under clause Obligations, (aiii) aboveany exchange, then the amount so paid to the Lender by Guarantor shall be deemed to be an unsecured loan to the Borrower in defaultsurrender, payable only from surplus cash (as defined by Program Obligations), and shall be evidenced solely by a Surplus Cash Note (Form HUD-92223-ORCF release of any other guaranty of or equivalent) with terms and an interest rate approved by HUD in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination of a Guaranteed Obligation with respect to a particular Borrower (a “Partial Release”), if there is a bona fide sale or assignment by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantor, and such sale or assignment is approved in accordance with Program Obligations. Without limiting the generality security for any of the foregoingObligations, the liability of Guarantor shall extend to all amounts which constitute part of the obligations of a HUD Loan Document and would be owed by a Borrower to the Lender under such HUD Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a (iv) any bankruptcy, insolvency, reorganization, or similar proceeding involving a Borroweror affecting Licensee or any other Guarantor, it being Guarantors’ intent that Guarantors’ obligations hereunder shall be absolute and unconditional under any and all circumstances.

Guaranty. Subject In order to induce the limitations contained Administrative Agent, the Lenders to enter into this Agreement and to extend credit hereunder, and to induce the Other Creditors to enter into Interest Rate Protection Agreements, and in Section 28 recognition of this Guarantythe direct benefits to be received by the Parent Guarantor from the proceeds of the Loans, the Parent Guarantor hereby unconditionally, absolutely agrees with the Secured Creditors as follows: the Parent Guarantor hereby and unconditionally and irrevocably guarantees to the Lender that Secured Creditors the cash equivalent full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any cash distributions received by, or due to, Guarantor with respect to the Ownership Interests of Guarantor, which cash distribution was received by, or due to, Guarantor within one hundred eighty (180) days of an Event of Default, shall be used to (a) cure any default by any other Borrower; (b) pay any and all costs of the Secured Obligations to the Secured Creditors. This is a guaranty of payment and not of collection. If any or all of the Secured Obligations becomes due and payable hereunder, the Parent Guarantor, unconditionally and irrevocably, promises to pay such indebtedness to the Administrative Agent and/or the other Secured Creditors, or order, on demand, together with any and all expenses which may be incurred by the Lender Administrative Agent and the other Secured Creditors in collecting any of the enforcement Secured Obligations. If a claim is ever made upon any Secured Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of its rights under this Guaranty, including without limitation reasonable attorneys’ fees; the Secured Obligations and (c) pay any damage or liability suffered by the Lender, to the extent such arise out of any breach by Guarantor under this Guaranty, including, without limitation, a breach of the responsibilities of Guarantor set forth in Section 7 of this Guaranty and/or a breach of any representation, warranty or covenant set forth in Section 15 of this Guaranty (collectively, the “Guaranteed Obligations”). If any such cash distributions are used to satisfy any of the Guaranteed Obligations under clause aforesaid payees repays all or part of said amount by reason of (ai) aboveany judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower), then and in such event the Parent Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent Guarantor, notwithstanding any revocation of this Parent Guaranty or other instrument evidencing any liability of the Borrower, and the Parent Guarantor shall be and remain liable to the aforesaid payees hereunder for the amount so paid repaid or recovered to the Lender same extent as if such amount had never originally been received by Guarantor shall be deemed to be an unsecured loan to the Borrower in default, payable only from surplus cash (as defined by Program Obligations), and shall be evidenced solely by a Surplus Cash Note (Form HUD-92223-ORCF or equivalent) with terms and an interest rate approved by HUD in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination of a Guaranteed Obligation with respect to a particular Borrower (a “Partial Release”), if there is a bona fide sale or assignment by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantor, and any such sale or assignment is approved in accordance with Program Obligations. Without limiting the generality of the foregoing, the liability of Guarantor shall extend to all amounts which constitute part of the obligations of a HUD Loan Document and would be owed by a Borrower to the Lender under such HUD Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, or similar proceeding involving a Borrowerpayee.

Guaranty. Subject to the limitations contained in Section 28 of this Guaranty, Guarantor The Guarantors hereby unconditionally, absolutely jointly and severally unconditionally and irrevocably guarantees to guarantee the Lender that full and prompt payment when due, whether at stated maturity, by acceleration or otherwise, of, and the cash equivalent of any cash distributions received byperformance of, or due to, Guarantor with respect to the Ownership Interests of Guarantor, which cash distribution was received by, or due to, Guarantor within one hundred eighty (180) days of an Event of Default, shall be used to (a) cure any default by any other Borrower; the Obligations, whether now or hereafter existing and whether for principal, interest, fees, expenses or otherwise, (b) pay all Swap Obligations owed to any Guarantied Party under a Swap Contract, each a “Guarantied Swap Contract”), (c) all Cash Management Obligations owed to any Lender or any Affiliate of such Lender (provided that at the time such Cash Management Obligation arose such Lender is a party to the Credit Agreement), (d) any and all costs out-of-pocket expenses (including, without limitation, expenses and reasonable counsel fees and expenses of the Administrative Agent and the other Guarantied Parties) incurred by the Lender in the enforcement of any of its the Guarantied Parties in enforcing any rights under this GuarantyGuaranty or under any other Loan Document, including without limitation reasonable attorneys’ fees; and (ce) pay any damage or liability suffered by all present and future amounts in respect of the Lender, to foregoing that would become due but for the extent such arise out operation of any breach by Guarantor under this Guarantyprovision of Debtor Relief Laws, and all present and future accrued and unpaid interest, including, without limitation, a breach of all post-petition interest if any Loan Party voluntarily or involuntarily becomes subject to any Debtor Relief Laws (the responsibilities of Guarantor items set forth in Section 7 of this Guaranty and/or a breach of any representationclauses (a), warranty or covenant set forth in Section 15 of this Guaranty (collectivelyb), (c), (d) and (e) being herein referred to as the “Guaranteed Guarantied Obligations”). If any such cash distributions are used Upon failure of the Borrower to satisfy pay any of the Guaranteed Guarantied Obligations when due after the giving by the Administrative Agent and/or the Guarantied Parties of any notice and the expiration of any applicable cure period in each case provided for in the Credit Agreement, the other Loan Documents, any Guarantied Swap Contract or any Cash Management Document (whether at stated maturity, by acceleration or otherwise), the Guarantors hereby further jointly and severally agree to promptly pay the same after the Guarantors’ receipt of notice from the Administrative Agent of the Borrower’s failure to pay the same, without any other demand or notice whatsoever, including without limitation, any notice having been given to any Guarantor of either the acceptance by the Guarantied Parties of this Guaranty or the creation or incurrence of any of the Guarantied Obligations. This Guaranty is an absolute guaranty of payment and performance of the Guarantied Obligations and not a guaranty of collection, meaning that it is not necessary for the Guarantied Parties, in order to enforce payment by the Guarantors, first or contemporaneously to accelerate payment of any of the Guarantied Obligations, to institute suit or exhaust any rights against any Loan Party, or to enforce any rights against any collateral. Notwithstanding anything herein or in any other Loan Document, any Guarantied Swap Contract or any Cash Management Document to the contrary, in any action or proceeding involving any state corporate or other entity Law, or any state or federal bankruptcy, insolvency, reorganization or other Law affecting the rights of creditors generally, if, as a result of applicable Law relating to fraudulent conveyance or fraudulent transfer, including Section 548 of Bankruptcy Code or any applicable provisions of comparable state Law (collectively, “Fraudulent Transfer Laws”), the obligations of any Guarantor under clause this Section 1 would otherwise, after giving effect to (a) aboveall other liabilities of such Guarantor, contingent or otherwise, that are relevant under such Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Guarantor in respect of intercompany Debt to the Borrower to the extent that such Debt would be discharged in an amount equal to the amount paid by such Guarantor hereunder) and (b) to the value as assets of such Guarantor (as determined under the applicable provisions of such Fraudulent Transfer Laws) of any rights of subrogation, contribution, reimbursement, indemnity or similar rights held by such Guarantor pursuant to (i) applicable requirements of Law, (ii) Section 10 hereof or (iii) any other contractual obligations providing for an equitable allocation among such Guarantor and other Subsidiaries or Affiliates of the Borrower of obligations arising under this Guaranty or other guaranties of the Guarantied Obligations by such parties, be held or determined to be void, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under this Section 1, then the amount so paid of such liability shall, without any further action by such Guarantor, any Guarantied Party, the Administrative Agent or any other Person, be automatically limited and reduced to the Lender by Guarantor shall be deemed to be an unsecured loan highest amount that is valid and enforceable and not subordinated to the Borrower claims of other creditors as determined in default, payable only from surplus cash (as defined by Program Obligations), and shall be evidenced solely by a Surplus Cash Note (Form HUD-92223-ORCF such action or equivalent) with terms and an interest rate approved by HUD in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination of a Guaranteed Obligation with respect to a particular Borrower (a “Partial Release”), if there is a bona fide sale or assignment by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantor, and such sale or assignment is approved in accordance with Program Obligations. Without limiting the generality of the foregoing, the liability of Guarantor shall extend to all amounts which constitute part of the obligations of a HUD Loan Document and would be owed by a Borrower to the Lender under such HUD Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, or similar proceeding involving a Borrowerproceeding.

Guaranty. (a) Subject to the limitations contained in Section 28 of this Guaranty, Guarantor hereby unconditionally, absolutely and irrevocably guarantees to the Lender that the cash equivalent of any cash distributions received by, or due to, Guarantor with respect to the Ownership Interests of Guarantor, which cash distribution was received by, or due to, Guarantor within one hundred eighty (180) days of an Event of Default, shall be used to (a) cure any default by any other Borrower; (b) pay any and all costs and expenses incurred by the Lender in the enforcement of any of its rights under this Guaranty, including without limitation reasonable attorneys’ fees; and (c) pay any damage or liability suffered by the Lender, to the extent such arise out of any breach by Guarantor under this Guaranty, including, without limitation, a breach of the responsibilities of Guarantor set forth in Section 7 3 hereof, if any portion of this Guaranty and/or a breach the Guaranteed Loan Principal Balance of any representationof the Guaranteed Loans is not paid to ARLP or ANMB II, warranty as applicable, at the applicable Guaranteed Loan's maturity date in accordance with the terms of the note and other loan documents relating to such Guaranteed Loan (the "Unpaid Guaranteed Loan Principal Balance"), the Guarantors, jointly and severally, hereby agree to pay to ARLP or covenant ANMB II, as applicable, the portion of the Unpaid Guaranteed Loan Principal Balance of such Guaranteed Loan that is equal to or less than the Subsidiary Guarantors' Aggregate Return. (b) Subject to the limitations set forth in Section 15 of this Guaranty (collectively3 hereof, the “Guaranteed Obligations”). If if any such cash distributions are used to satisfy any portion of the Guaranteed Obligations under clause (a) above, then the amount so Preferred Capital Contribution is not paid to ANMB (or ARLP, if applicable) at the Lender by Guarantor shall be deemed to be an unsecured loan to the Borrower in default, payable only from surplus cash Required Purchase Date (as defined by Program Obligations), and shall be evidenced solely by a Surplus Cash Note (Form HUD-92223-ORCF or equivalentin the Central Jersey Preferred Operating Agreement) with terms and an interest rate approved by HUD in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination Section 11.3 of a the Central Jersey Preferred Operating Agreement (the "Unpaid Guaranteed Obligation with respect to a particular Borrower (a “Partial Release”Preferred Capital Contribution"), the Guarantors, jointly and severally, hereby agree to pay to ANMB (or ARLP, if there is a bona fide sale or assignment by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantor, and such sale or assignment is approved in accordance with Program Obligations. Without limiting applicable) the generality portion of the foregoingUnpaid Guaranteed Preferred Capital Contribution that is equal to or less than the Subsidiary Guarantors' Aggregate Return. (c) As an Unpaid Guaranteed Loan Principal Balance or the Unpaid Guaranteed Preferred Capital Contribution becomes due and payable from time to time by the Guarantors pursuant to Section 2(a) and Section 2(b), respectively, ARLP shall deliver to ACM, within 10 business days of such amounts becoming due, written notice stating the amount of such Unpaid Guaranteed Loan Principal Balance or Unpaid Guaranteed Preferred Capital Contribution, as applicable. To the extent that the Subsidiary Guarantors' Aggregate Return as of the date such notice is received is greater than or equal to the amount stated in such notice, the liability Guarantors shall disburse the Unpaid Guaranteed Loan Principal Balance or Unpaid Guaranteed Preferred Capital Contribution, as applicable, to ARLP, ANMB II or ANMB, as applicable, within 10 business days of Guarantor shall extend to all amounts which constitute part receipt of such notice. To the extent that the Subsidiary Guarantors' Aggregate Return as of the obligations of a HUD date such notice is received is less than the amount stated in such notice, such Unpaid Guaranteed Loan Document Principal Balance or Unpaid Guaranteed Preferred Capital Contribution, as applicable, shall remain due and would payable by the Guarantors, and, as amounts constituting Subsidiary Guarantors' Aggregate Return are received by the Guarantors, such amounts shall be owed by a Borrower disbursed to ARLP, ANMB II or ANMB, as applicable, within five business days following their receipt, until all Unpaid Guaranteed Loan Principal Balances or the Lender under such HUD Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcyUnpaid Guaranteed Preferred Capital Contribution, reorganizationas applicable, or similar proceeding involving a Borrowerhas been fully paid.

Guaranty. Subject to (a) Each of the limitations contained in Section 28 of this GuarantyGuarantors, Guarantor hereby jointly and severally, unconditionally, absolutely and irrevocably guarantees to the Lender that due and punctual payment, when due, whether upon maturity, acceleration or otherwise, by the cash equivalent Borrower of the Obligations (including interest accruing on and after the filing of any cash distributions received by, petition in bankruptcy or due to, Guarantor with respect to the Ownership Interests of Guarantor, which cash distribution was received by, or due to, Guarantor within one hundred eighty (180) days of an Event of Default, shall be used to (a) cure any default by any other Borrower; (b) pay any and all costs and expenses incurred by the Lender in the enforcement of any of its rights under this Guaranty, including without limitation reasonable attorneys’ fees; and (c) pay any damage or liability suffered by the Lender, to the extent such arise out of any breach by Guarantor under this Guaranty, including, without limitation, a breach reorganization of the responsibilities of Guarantor set forth obligor whether or not post filing interest is allowed in Section 7 of this Guaranty and/or a breach of any representation, warranty or covenant set forth in Section 15 of this Guaranty such proceeding) (collectively, the “Guaranteed Obligations” and the obligations of each Guarantor in respect thereof, its “Guaranty Obligations”). If Each of the Guarantors further agrees that, to the extent permitted by applicable law, the Guaranty Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and it will remain bound upon this guaranty notwithstanding any such cash distributions are used to satisfy extension or renewal of any of the Guaranteed Guaranty Obligations. The Guaranty Obligations under clause (a) above, then of the amount so paid to the Lender by Guarantor Guarantors shall be deemed to be an unsecured loan joint and several. Each of the Guarantors further agrees that its guaranty hereunder is a primary obligation of such Guarantor and not merely a contract of surety. (b) To the extent permitted by applicable law, each of the Guarantors waives presentation to, demand for payment from and protest to the Borrower in default, payable only from surplus cash (as defined by Program Obligations)or any other Guarantor, and also waives notice of protest for nonpayment. The obligations of the Guarantors hereunder shall not, to the extent permitted by applicable law, be evidenced solely affected by (i) the failure of the Administrative Agent, the Collateral Agent, the Local Collateral Agents or a Surplus Cash Note Lender to assert any claim or demand or to enforce any right or remedy against the Borrower or any other Guarantor under the provisions of this Agreement or any other Loan Document or otherwise; (Form HUD-92223-ORCF ii) any extension or equivalentrenewal of any provision hereof or thereof; (iii) with any rescission, waiver, compromise, acceleration, amendment or modification of any of the terms or provisions of any of the Loan Documents; (iv) the release, exchange, waiver or foreclosure of any security held by the Collateral Agent or the Local Collateral Agents for the Obligations or any of them; (v) the failure of the Administrative Agent, the Collateral Agent, the Local Collateral Agents or a Lender to exercise any right or remedy against any other Guarantor; or (vi) the release or substitution of any Collateral or any other Guarantor. (c) To the extent permitted by applicable law, each of the Guarantors further agrees that this guaranty constitutes a guaranty of payment when due and an interest rate approved not just of collection, and waives any right to require that any resort be had by HUD the Administrative Agent, the Collateral Agent, the Local Collateral Agents or a Lender to any security held for payment of the Obligations or to any balance of any deposit, account or credit on the books of the Administrative Agent, the Collateral Agent, the Local Collateral Agents or a Lender in favor of the Borrower or any other Guarantor, or to any other Person. (d) To the extent permitted by applicable law, each of the Guarantors hereby waives any defense that it might have based on a failure to remain informed of the financial condition of the Borrower and of any other Guarantor and any circumstances affecting the ability of the Borrower or any other Guarantor to perform under this Agreement. (e) To the extent permitted by applicable law, each Guarantor’s guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any other instrument evidencing any Obligations, or by the existence, validity, enforceability, perfection, or extent of any collateral therefor or by any other circumstance relating to the Obligations which might otherwise constitute a defense to this guaranty (other than Payment in Full in cash of the Obligations in accordance with Program Obligationsthe terms of this Agreement (other than those that constitute unasserted contingent indemnification obligations)). The Lender and HUD shall consent and agree toNone of the Administrative Agent, and document, a termination the Collateral Agent or any of a Guaranteed Obligation with the Lenders makes any representation or warranty in respect to a particular Borrower any such circumstances or shall have any duty or responsibility whatsoever to any Guarantor in respect of the management and maintenance of the Obligations. (a “Partial Release”f) Upon the occurrence of the Obligations becoming due and payable (whether upon maturity, by acceleration or otherwise), if there is a bona fide sale or assignment the Lenders shall be entitled to immediate payment of such Obligations, together with any and all expenses which may be incurred by Guarantor of its Ownership Interests the Secured Parties in a Borrower to a third party which is not an Affiliate of Guarantor, and such sale or assignment is approved in accordance with Program Obligations. Without limiting the generality collecting any of the foregoingObligations as provided hereunder, by the liability of Guarantor shall extend to all amounts which constitute part of Guarantors upon written demand by the obligations of a HUD Loan Document and would be owed by a Borrower to the Lender under such HUD Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, or similar proceeding involving a BorrowerAdministrative Agent.

Guaranty. Subject to the limitations contained in Section 28 of this Guaranty, (a) The Guarantor hereby unconditionallyabsolutely, absolutely unconditionally and irrevocably guarantees to the Lender that Administrative Agent, for the cash equivalent ratable benefit of any cash distributions received bythe Secured Parties and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or due to, Guarantor with respect to otherwise) of the Ownership Interests of Guarantor, which cash distribution was received by, or due to, Guarantor within one hundred eighty (180) days of an Event of Default, shall be used to (a) cure any default by any other Borrower; Obligations. (b) pay any If and all costs to the extent required in order for the Obligations of the Guarantor to be enforceable under applicable federal, state and expenses incurred other laws relating to the insolvency of debtors, the maximum liability of the Guarantor hereunder shall be limited to the greatest amount which can lawfully be guaranteed by the Lender Guarantor under such laws, after giving effect to any rights of contribution, reimbursement and subrogation arising under Section 2.5. The Guarantor acknowledges and agrees that, to the extent not prohibited by applicable law, (i) the Guarantor (as opposed to its creditors, representatives of creditors or bankruptcy trustee, including the Guarantor in its capacity as debtor-in-possession exercising any powers of a bankruptcy trustee) has no personal right under such laws to reduce, or request any judicial relief that has the enforcement effect of any reducing, the amount of its rights liability under this Guaranty, (ii) the Guarantor (as opposed to its creditors, representatives of creditors or bankruptcy trustee, including without the Guarantor in its capacity as debtor in possession exercising any powers of a bankruptcy trustee) has no personal right to enforce the limitation reasonable attorneys’ fees; and (cset forth in this Section 2.1(b) pay any damage or to reduce, or request judicial relief reducing, the amount of its liability suffered by the Lender, to the extent such arise out of any breach by Guarantor under this Guaranty, including, without limitation, a breach of and (iii) the responsibilities of Guarantor limitation set forth in this Section 7 2.1(b) may be enforced only to the extent required under such laws in order for the obligations of the Guarantor under this Guaranty and/or to be enforceable under such laws and only by or for the benefit of a breach creditor, representative of creditors or bankruptcy trustee of the Guarantor or other person entitled, under such laws, to enforce the provisions thereof. (c) The Guarantor agrees that the Obligations may at any time and from time to time be incurred or permitted in an amount exceeding the maximum liability of the Guarantor under Section 2.1(b) without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of any representationSecured Party hereunder. (d) The guarantee contained in this Section 2 shall remain in full force and effect until payment in full of the Obligations, warranty or covenant set forth in Section 15 notwithstanding that from time to time during the term of this Guaranty the Credit Agreement the Borrower may be free from any Obligations. (collectivelye) No payment made by the Borrower, the “Guaranteed Obligations”). If Guarantor, any such cash distributions are used other guarantor or any other person or received or collected by any Secured Party from the Borrower, the Guarantor, any other guarantor or any other person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to satisfy any time in reduction of or in payment of the Guaranteed Obligations under clause (a) above, then the amount so paid to the Lender by Guarantor shall be deemed to be an unsecured loan to modify, reduce, release or otherwise affect the Borrower liability of the Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by the Guarantor in default, payable only respect of the Obligations or any payment received or collected from surplus cash (as defined by Program the Guarantor in respect of the Obligations), and shall be evidenced solely by a Surplus Cash Note (Form HUD-92223-ORCF or equivalent) with terms and an interest rate approved by HUD in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination of a Guaranteed Obligation with respect remain liable for the Obligations up to a particular Borrower (a “Partial Release”), if there is a bona fide sale or assignment by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantor, and such sale or assignment is approved in accordance with Program Obligations. Without limiting the generality maximum liability of the foregoing, Guarantor hereunder until the liability of Guarantor shall extend to all amounts which constitute part of the obligations of a HUD Loan Document and would be owed by a Borrower to the Lender under such HUD Loan Document but for the fact that they Obligations are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, or similar proceeding involving a Borrowerpaid in full.

Guaranty. Subject In order to induce the limitations contained Agent, the Collateral Agent, the Issuing Bank and the Banks to enter into this Agreement and to extend credit hereunder, and to induce the other Guaranteed Creditors to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in Section 28 recognition of this Guarantythe direct benefits to be received by Holdings from the proceeds of the Loans, Guarantor the issuance of the Letters of Credit and the entering into of such Interest Rate Protection Agreements or Other Hedging Agreements, Holdings hereby unconditionally, absolutely agrees with the Guaranteed Creditors as follows: Holdings hereby unconditionally and irrevocably guarantees to as primary obligor and not merely as surety the Lender that the cash equivalent full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any cash distributions received by, or due to, Guarantor with respect to the Ownership Interests of Guarantor, which cash distribution was received by, or due to, Guarantor within one hundred eighty (180) days of an Event of Default, shall be used to (a) cure any default by any other Borrower; (b) pay any and all costs of the Guaranteed Obligations of the Borrower to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of the Borrower to the Guaranteed Creditors becomes due and payable hereunder, Holdings unconditionally and irrevocably promises to pay such indebtedness to the Agent and/or the other Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Lender Agent or the other Guaranteed Creditors in collecting any of the enforcement Guaranteed Obligations. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of its rights under this Guaranty, including without limitation reasonable attorneys’ fees; and (c) pay any damage or liability suffered by the Lender, to the extent such arise out of any breach by Guarantor under this Guaranty, including, without limitation, a breach of the responsibilities of Guarantor set forth in Section 7 of this Guaranty and/or a breach of any representation, warranty or covenant set forth in Section 15 of this Guaranty (collectively, the “Guaranteed Obligations”). If any such cash distributions are used to satisfy any of the Guaranteed Obligations under clause and any of the aforesaid payees repays all or part of said amount by reason of (ai) aboveany judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Guaranty or other instrument evidencing any liability of the Borrower, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so paid repaid or recovered to the Lender same extent as if such amount had never originally been received by Guarantor shall be deemed to be an unsecured loan to the Borrower in default, payable only from surplus cash (as defined by Program Obligations), and shall be evidenced solely by a Surplus Cash Note (Form HUD-92223-ORCF or equivalent) with terms and an interest rate approved by HUD in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination of a Guaranteed Obligation with respect to a particular Borrower (a “Partial Release”), if there is a bona fide sale or assignment by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantor, and any such sale or assignment is approved in accordance with Program Obligations. Without limiting the generality of the foregoing, the liability of Guarantor shall extend to all amounts which constitute part of the obligations of a HUD Loan Document and would be owed by a Borrower to the Lender under such HUD Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, or similar proceeding involving a Borrowerpayee.

Guaranty. Subject (a) Guarantor unconditionally guarantees and promises to pay to the limitations Bank, in accordance with the payment instructions contained in Section 28 the Contract, on demand after the default by the Obligor in the performance of its payment obligations under the Contract, in lawful money of the United States, any and all Obligations (as hereinafter defined) consisting of payments due to the Bank. For purposes of this Guaranty, Guarantor hereby unconditionally, absolutely the term “Obligations” means and irrevocably guarantees includes the obligations of the Obligor to reimburse to the Lender that Bank the cash equivalent amount of any cash distributions received by, or due to, Guarantor with respect draw on any letter of credit issued pursuant to the Ownership Interests Contract and all interest accrued on such reimbursement obligation from the date of Guarantorsuch reimbursement until the date paid. For the avoidance of doubt, which cash distribution was received bythe term “Obligations” does not include fees, expenses or due to, Guarantor within one hundred eighty (180) days of an Event of Default, shall be used other amounts payable by the Obligor to (a) cure any default by any other Borrower; the Bank. (b) This Guaranty is absolute, unconditional, continuing and irrevocable, constitutes an independent guaranty of payment and is in no way conditioned on or contingent upon any attempt to enforce in whole or in part any of the Obligor’s Obligations to the Bank, the existence or continuance of the Obligor as a legal entity, the consolidation or merger of the Obligor with or into any other entity, the sale, lease or disposition by the Obligor of all or substantially all of its assets to any other entity, or the bankruptcy or insolvency of the Obligor, the admission by the Obligor of its inability to pay its debts as they mature, or the making by the Obligor of a general assignment for the benefit of, or entering into a composition or arrangement with, creditors. If the Obligor fails to pay or perform any Obligations to the Bank that are subject to this Guaranty as and when they are due, the Guarantor shall forthwith pay to the Bank all such liabilities or obligations in immediately available funds. Each failure by the Obligor to pay any Obligations shall give rise to a separate cause of action, and separate suits may be brought hereunder as each cause of action arises. (c) The Bank, may at any time and from time to time, without the consent of or notice to the Guarantor, except such notice as may be required by applicable statute that cannot be waived, without incurring responsibility to the Guarantor, and without impairing or releasing the obligations of the Guarantor hereunder, (i) exercise or refrain from exercising any rights against the Obligor or others (including the Guarantor) or otherwise act or refrain from acting, (ii) settle or compromise any Obligations hereby guaranteed and/or any other obligations and liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all costs and expenses incurred by or any part thereof to the Lender in the enforcement payment of any obligations and liabilities which may be due to the Bank or others, and (iii) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner or in any order any property pledged or mortgaged by anyone to secure or in any manner securing the Obligations hereby guaranteed. (d) The Bank may not, without the prior written consent of the Guarantor, (i) change the manner, place and terms of payment or change or extend the time of payment of, renew, or alter any Obligation hereby guaranteed, or in any manner modify, amend or supplement the terms of the Contract or any documents, instruments or agreements executed in connection therewith, (ii) take and hold security or additional security for any or all of the obligations or liabilities covered by this Guaranty, or (iii) assign its rights and interests under this Guaranty, including without limitation reasonable attorneys’ fees; and in whole or in part. (ce) pay any damage No invalidity, irregularity or liability suffered by unenforceability of the LenderObligations hereby guaranteed shall affect, impair, or be a defense to the extent such arise out of any breach by Guarantor under this Guaranty, including, . This is a continuing Guaranty for which Guarantor receives continuing consideration and all obligations to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon and this Guaranty is therefore irrevocable without limitation, a breach the prior written consent of the responsibilities of Guarantor set forth in Section 7 of this Guaranty and/or a breach of any representation, warranty or covenant set forth in Section 15 of this Guaranty (collectively, the “Guaranteed Obligations”). If any such cash distributions are used to satisfy any of the Guaranteed Obligations under clause (a) above, then the amount so paid to the Lender by Guarantor shall be deemed to be an unsecured loan to the Borrower in default, payable only from surplus cash (as defined by Program Obligations), and shall be evidenced solely by a Surplus Cash Note (Form HUD-92223-ORCF or equivalent) with terms and an interest rate approved by HUD in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination of a Guaranteed Obligation with respect to a particular Borrower (a “Partial Release”), if there is a bona fide sale or assignment by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantor, and such sale or assignment is approved in accordance with Program Obligations. Without limiting the generality of the foregoing, the liability of Guarantor shall extend to all amounts which constitute part of the obligations of a HUD Loan Document and would be owed by a Borrower to the Lender under such HUD Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, or similar proceeding involving a BorrowerBank.

Guaranty. Subject to the limitations contained in Section 28 of this Guaranty, Guarantor The Guarantors hereby unconditionally, absolutely jointly and severally unconditionally and irrevocably guarantees to guarantee the Lender that the cash equivalent full and prompt payment when due, whether at stated maturity, by acceleration or otherwise, of any cash distributions received by, or due to, Guarantor with respect to the Ownership Interests of Guarantor, which cash distribution was received by, or due to, Guarantor within one hundred eighty (180) days of an Event of Default, shall be used to (a) cure any default by any other Borrower; the Obligations, whether now or hereafter existing and whether for principal, interest, fees, expenses or otherwise, (b) pay any and all costs reasonable out-of-pocket expenses (including, without limitation, reasonable expenses and reasonable counsel fees and expenses of the Administrative Agent and the Lenders) incurred by the Lender in the enforcement of any of its the Guarantied Parties in enforcing any rights under this Guaranty, including without limitation reasonable attorneys’ fees; Guaranty and (c) pay any damage or liability suffered by all present and future amounts that would become due but for the Lender, to the extent such arise out operation of any breach by Guarantor under this Guarantyprovision of bankruptcy or insolvency laws, and all present and future accrued and unpaid interest, including, without limitation, all post-petition interest if the Borrower or any Guarantor voluntarily or involuntarily becomes subject to any state or federal bankruptcy or insolvency law (a breach of “Debtor Relief Law”) (the responsibilities of Guarantor items set forth in Section 7 of this Guaranty and/or a breach of any representationclauses (a), warranty or covenant set forth in Section 15 of this Guaranty (collectively, b) and (c) immediately above being herein referred to as the “Guaranteed Guarantied Obligations”). If any such cash distributions are used Upon failure of the Borrower to satisfy pay any of the Guaranteed Guarantied Obligations when due after the expiration of any applicable notice and/or cure period in each case provided for in the Loan Documents (whether at stated maturity, by acceleration or otherwise), the Guarantors hereby further jointly and severally agree to promptly pay the same after the Guarantors’ receipt of notice from the Administrative Agent of the Borrower’s failure to pay the same, without any other demand or notice whatsoever, including without limitation, any notice having been given to any Guarantor of either the acceptance by the Guarantied Parties of this Guaranty or the creation or incurrence of any of the Obligations. This Guaranty is an absolute guaranty of payment of the Guarantied Obligations and not a guaranty of collection, meaning that it is not necessary for the Guarantied Parties, in order to enforce payment by the Guarantors, first or contemporaneously to accelerate payment of any of the Guarantied Obligations, to institute suit or exhaust any rights against any Loan Party, or to enforce any rights against any collateral. Notwithstanding anything herein or in any other Loan Document to the contrary, in any action or proceeding involving any state corporate law, or any state or federal bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if, as a result of applicable law relating to fraudulent conveyance or fraudulent transfer, including Section 548 of Title 11 of the United States Code (the “Bankruptcy Code”) or any applicable provisions of comparable state law (collectively, “Fraudulent Transfer Laws”), the obligations of any Guarantor under clause this Section 1 would otherwise, after giving effect to (a) aboveall other liabilities of such Guarantor, contingent or otherwise, that are relevant under such Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Guarantor in respect of intercompany Indebtedness to the Borrower to the extent that such Indebtedness would be discharged in an amount equal to the amount paid by such Guarantor hereunder) and (b) the value of the assets of such Guarantor (as determined under the applicable provisions of such Fraudulent Transfer Laws) of any rights of subrogation, contribution, reimbursement, indemnity or similar rights held by such Guarantor pursuant to (i) applicable requirements of Law, (ii) Section 9 hereof or (iii) any other contractual obligations providing for an equitable allocation among such Guarantor and other Subsidiaries or Affiliates of the Borrower of obligations arising under this Guaranty or other guaranties of the Obligations by such parties, be held or determined to be void, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under this Section 1, then the amount so paid of such liability shall, without any further action by such Guarantor, any Lender, the Administrative Agent or any other Person, be automatically limited and reduced to the Lender by Guarantor shall be deemed to be an unsecured loan highest amount that is valid and enforceable and not subordinated to the Borrower claims of other creditors as determined in default, payable only from surplus cash (as defined by Program Obligations), and shall be evidenced solely by a Surplus Cash Note (Form HUD-92223-ORCF such action or equivalent) with terms and an interest rate approved by HUD in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination of a Guaranteed Obligation with respect to a particular Borrower (a “Partial Release”), if there is a bona fide sale or assignment by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantor, and such sale or assignment is approved in accordance with Program Obligations. Without limiting the generality of the foregoing, the liability of Guarantor shall extend to all amounts which constitute part of the obligations of a HUD Loan Document and would be owed by a Borrower to the Lender under such HUD Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, or similar proceeding involving a Borrowerproceeding.

Guaranty. Subject to the limitations contained in Section 28 of this Guaranty, Guarantor The Guarantors hereby unconditionally, absolutely jointly and severally unconditionally and irrevocably guarantees to guarantee the Lender that full and prompt payment when due, whether at stated maturity, by acceleration or otherwise, of, and the cash equivalent of any cash distributions received byperformance of, or due to, Guarantor with respect to the Ownership Interests of Guarantor, which cash distribution was received by, or due to, Guarantor within one hundred eighty (180) days of an Event of Default, shall be used to (a) cure any default by any other Borrower; the Obligations, whether now or hereafter existing and whether for principal, interest, fees, expenses or otherwise, (b) pay all Swap Obligations owed to any Guarantied Party, (c) any and all costs reasonable out-of-pocket expenses (including, without limitation, reasonable expenses and reasonable counsel fees and expenses of the Administrative Agent and the Lenders) incurred by the Lender in the enforcement of any of its the Guarantied Parties in enforcing any rights under this Guaranty, including without limitation reasonable attorneys’ fees; Guaranty and (cd) pay any damage or liability suffered by all present and future amounts that would become due but for the Lender, to the extent such arise out operation of any breach by Guarantor under this Guarantyprovision of Debtor Relief Laws, and all present and future accrued and unpaid interest, including, without limitation, a breach of all post-petition interest if the responsibilities of Borrower or any Guarantor voluntarily or involuntarily becomes subject to any Debtor Relief Laws (the items set forth in Section 7 of this Guaranty and/or a breach of any representationclauses (a), warranty or covenant set forth in Section 15 of this Guaranty (collectivelyb), (c) and (d) immediately above being herein referred to as the “Guaranteed Guarantied Obligations”). If any such cash distributions are used Upon failure of the Borrower to satisfy pay any of the Guaranteed Guarantied Obligations when due after the giving by the Administrative Agent and/or the Lenders of any notice and the expiration of any applicable cure period in each case provided for in the Credit Agreement and other Loan Documents (whether at stated maturity, by acceleration or otherwise), the Guarantors hereby further jointly and severally agree to promptly pay the same after the Guarantors’ receipt of notice from the Administrative Agent of the Borrower’s failure to pay the same, without any other demand or notice whatsoever, including without limitation, any notice having been given to any Guarantor of either the acceptance by the Guarantied Parties of this Guaranty or the creation or incurrence of any of the Guarantied Obligations. This Guaranty is an absolute guaranty of payment and performance of the Guarantied Obligations and not a guaranty of collection, meaning that it is not necessary for the Guarantied Parties, in order to enforce payment by the Guarantors, first or contemporaneously to accelerate payment of any of the Guarantied Obligations, to institute suit or exhaust any rights against any Loan Party, or to enforce any rights against any Collateral. Notwithstanding anything herein or in any other Loan Document to the contrary, in any action or proceeding involving any state corporate law, or any state or federal bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if, as a result of applicable law relating to fraudulent conveyance or fraudulent transfer, including Section 548 of Bankruptcy Code or any applicable provisions of comparable state law (collectively, “Fraudulent Transfer Laws”), the obligations of any Guarantor under clause this Section 1 would otherwise, after giving effect to (a) aboveall other liabilities of such Guarantor, contingent or otherwise, that are relevant under such Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Guarantor in respect of intercompany Indebtedness to the Borrower to the extent that such Indebtedness would be discharged in an amount equal to the amount paid by such Guarantor hereunder) and (b) to the value as assets of such Guarantor (as determined under the applicable provisions of such Fraudulent Transfer Laws) of any rights of subrogation, contribution, reimbursement, indemnity or similar rights held by such Guarantor pursuant to (i) applicable requirements of Law, (ii) Section 10 hereof or (iii) any other contractual obligations providing for an equitable allocation among such Guarantor and other Subsidiaries or Affiliates of the Borrower of obligations arising under this Guaranty or other guaranties of the Guarantied Obligations by such parties, be held or determined to be void, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under this Section 1, then the amount so paid of such liability shall, without any further action by such Guarantor, any Lender, the Administrative Agent or any other Person, be automatically limited and reduced to the Lender by Guarantor shall be deemed to be an unsecured loan highest amount that is valid and enforceable and not subordinated to the Borrower claims of other creditors as determined in default, payable only from surplus cash (as defined by Program Obligations), and shall be evidenced solely by a Surplus Cash Note (Form HUD-92223-ORCF such action or equivalent) with terms and an interest rate approved by HUD in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination of a Guaranteed Obligation with respect to a particular Borrower (a “Partial Release”), if there is a bona fide sale or assignment by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantor, and such sale or assignment is approved in accordance with Program Obligations. Without limiting the generality of the foregoing, the liability of Guarantor shall extend to all amounts which constitute part of the obligations of a HUD Loan Document and would be owed by a Borrower to the Lender under such HUD Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, or similar proceeding involving a Borrowerproceeding.

Guaranty. Subject In order to induce the Lenders to make Loans to the limitations contained applicable Borrowing Subsidiaries, the Company hereby unconditionally guarantees the Borrowing Subsidiary Obligations of all the Borrowing Subsidiaries. The Company further agrees that the Borrowing Subsidiary Obligations may be extended and renewed, in Section 28 whole or in part, without notice to or further assent from it, and that it will remain bound upon its agreement hereunder notwithstanding any extension or renewal of this Guarantyany Borrowing Subsidiary Obligation. The Company waives promptness, Guarantor hereby unconditionallydiligence, absolutely presentment to, demand of payment from and irrevocably guarantees protest to the Lender that the cash equivalent Borrowing Subsidiaries of any cash distributions received byBorrowing Subsidiary Obligations, or due to, Guarantor with respect to and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of the Ownership Interests of Guarantor, which cash distribution was received by, or due to, Guarantor within one hundred eighty (180) days of an Event of Default, Company hereunder shall be used to absolute and unconditional and not be affected by (a) cure the failure of any default by Lender or the Administrative Agents to assert any claim or demand or to enforce any right or remedy against the Borrowing Subsidiaries under the provisions of this Agreement or any of the other BorrowerLoan Documents or otherwise; (b) pay any and all costs and expenses incurred by the Lender in the enforcement rescission, waiver, amendment or modification of any of its rights under the terms or provisions of this GuarantyAgreement, including without limitation reasonable attorneys’ feesany other Loan Documents or any other agreement; and (c) pay the failure of any damage Lender to exercise any right or liability suffered remedy against any Borrowing Subsidiaries; (d) the invalidity or unenforceability of any Loan Document; (e) any change in the corporate existence or structure of any Borrowing Subsidiary; (f) any claims or rights of set off that may be claimed by the LenderCompany; (g) any law, to the extent such arise out regulation, decree or order of any breach jurisdiction or any event affecting any term of any Borrowing Subsidiary Obligation; or (h) any other circumstance which might otherwise constitute a defense available to or discharge of the Borrower or a guarantor (other than payment). The Company further agrees that its agreement hereunder constitutes a promise of payment when due and not of collection, and waives any right to require that any resort be had by Guarantor under this Guarantyany Lender to any balance of any deposit account or credit on the books of any Lender in favor of any Borrowing Subsidiary or any other Person. The obligations of the Company hereunder shall not be subject to any reduction, including, without limitation, a breach of the responsibilities of Guarantor set forth in Section 7 of this Guaranty and/or a breach of impairment or termination for any representation, warranty or covenant set forth in Section 15 of this Guaranty (collectively, the “Guaranteed Obligations”). If any such cash distributions are used to satisfy any of the Guaranteed Obligations under clause (a) above, then the amount so paid to the Lender by Guarantor shall be deemed to be an unsecured loan to the Borrower in default, payable only from surplus cash (as defined by Program Obligations)reason, and shall not be evidenced solely subject to any defense or setoff, counterclaim, recoupment or termination whatsoever, by a Surplus Cash Note (Form HUD-92223-ORCF reason of the invalidity, illegality or equivalent) with terms and an interest rate approved by HUD in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination unenforceability of a Guaranteed Obligation with respect to a particular Borrower (a “Partial Release”), if there is a bona fide sale the Borrowing Subsidiary Obligations or assignment by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantor, and such sale or assignment is approved in accordance with Program Obligationsotherwise. Without limiting the generality of the foregoing, the liability of Guarantor shall extend to all amounts which constitute part obligations of the obligations Company hereunder shall not be discharged or impaired or otherwise affected by the failure of a HUD the Administrative Agents or any Lender to assert any claim or demand or to enforce any remedy under this Agreement or under any other Loan Document or any other agreement, by any waiver or modification in respect of any thereof, by any default, failure or delay, wilful or otherwise, in the performance of the Borrowing Subsidiary Obligations, or by any other act or omission which may or might in any manner or to any extent vary the risk of the Company or otherwise operate as a discharge of the Company as a matter of law or equity. The Company further agrees that its obligations hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Borrowing Subsidiary Obligation is rescinded or must otherwise be restored by the Administrative Agents or any Lender upon the bankruptcy or reorganization of any of the Borrowing Subsidiaries or otherwise. In furtherance of the foregoing and would not in limitation of any other right which the Administrative Agents or any Lender may have at law or in equity against the Company by virtue hereof, upon the failure of any Borrowing Subsidiary to pay any Borrowing Subsidiary Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, the Company hereby promises to and will, upon receipt of written demand by CNAI, forthwith pay, or cause to be paid, in cash the amount of such unpaid Borrowing Subsidiary Obligation. In the event that, by reason of the bankruptcy of any Borrowing Subsidiary, (i) acceleration of Loans made to such Borrowing Subsidiary is prevented and (ii) the Company shall not have prepaid the outstanding Loans and other amounts due hereunder owed by such Borrowing Subsidiary, the Company will forthwith purchase such Loans at a Borrower price equal to the principal amount thereof plus accrued interest thereon and any other amounts due hereunder with respect thereto. The Company further agrees that if payment in respect of any Borrowing Subsidiary Obligation shall be due in a currency other than Dollars and/or at a place of payment other than New York and if, by reason of any Change in Law, disruption of currency or foreign exchange markets, war or civil disturbance or similar event, payment of such Borrowing Subsidiary Obligation in such currency or such place of payment shall be impossible or, in the judgment of any applicable Lender, not consistent with the protection of its rights or interests, then, at the election of any applicable Lender, the Company shall make payment of such Borrowing Subsidiary Obligation in Dollars (based upon the applicable Exchange Rate in effect on the date of payment) and/or in New York, and shall indemnify such Lender under against any losses or expenses that it shall sustain as a result of such HUD Loan Document but for alternative payment. Upon payment by the fact that they are unenforceable or not allowable due Company of any Borrowing Subsidiary Obligations, each Lender shall, in a reasonable manner, assign the amount of the Borrowing Subsidiary Obligations owed to it and paid by the Company pursuant to this guarantee to the existence of a bankruptcyCompany, reorganizationsuch assignment to be pro tanto to the extent to which the Borrowing Subsidiary Obligations in question were discharged by the Company, or similar proceeding involving make such disposition thereof as the Company shall direct (all without recourse to any Lender and without any representation or warranty by any Lender except with respect to the amount of the Borrowing Subsidiary Obligations so assigned). Upon payment by the Company of any sums as provided above, all rights of the Company against any Borrowing Subsidiary arising as a Borrowerresult thereof by way of right of subrogation or otherwise shall in all respects be subordinated and junior in right of payment to the prior indefeasible payment in full of all the Borrowing Subsidiary Obligations to the Lenders.

Guaranty. Subject (a) In order to induce the limitations contained in Section 28 of this GuarantyCompany to enter into the Merger Agreement, Guarantor hereby unconditionallyirrevocably and unconditionally guaranties, absolutely as primary obligor and irrevocably guarantees to not merely as surety, the Lender that due and punctual performance and payment in full of all Guaranteed Obligations (as hereinafter defined) when the cash equivalent same shall become due, whether under the Merger Agreement, by operation of Law or otherwise (the “Guaranty”). The Guaranty is a guaranty of performance and payment when due and not merely of collection. The obligations of Guarantor hereunder are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor regardless of whether any action is brought against either or both of the Guarantor Subsidiaries or whether either or both of the Guarantor Subsidiaries is joined in any such action or actions. The Guaranty shall be unconditional regardless of any cash distributions received bybankruptcy, insolvency or due to, Guarantor similar proceeding with respect to either or both of the Ownership Interests Guarantor Subsidiaries. Guarantor acknowledges that the Guaranteed Obligations are being incurred for and will inure to the benefit of Guarantor, which cash distribution was received by, or due to, Guarantor within one hundred eighty (180) days of an Event of Default, shall be used to (a) cure any default by any other Borrower; the Company. (b) pay The term “Guaranteed Obligations” means any and all costs and expenses incurred representations, warranties, covenants, undertakings or obligations of either or both of the Guarantor Subsidiaries or Guarantor arising under, pursuant to or in connection with the Merger Agreement, the Merger or any of the other transactions expressly contemplated by the Lender in the enforcement Merger Agreement. For avoidance of any of its rights under this Guaranty, including without limitation reasonable attorneys’ fees; and (c) pay any damage or liability suffered by the Lender, to the extent such arise out of any breach by Guarantor under this Guaranty, including, without limitation, a breach of the responsibilities of Guarantor set forth in Section 7 of this Guaranty and/or a breach of any representation, warranty or covenant set forth in Section 15 of this Guaranty (collectivelydoubt, the “Guaranteed Obligations”). If ” shall include any such cash distributions are used to satisfy any of the Guaranteed Obligations under clause (a) aboveand all covenants, then the amount so paid to the Lender by Guarantor shall be deemed to be an unsecured loan to the Borrower in default, payable only from surplus cash (as defined by Program Obligations), and shall be evidenced solely by a Surplus Cash Note (Form HUD-92223-ORCF undertakings or equivalent) with terms and an interest rate approved by HUD in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination of a Guaranteed Obligation obligations with respect to a particular Borrower (a “Partial Release”), if there is a bona fide sale which Purchaser and/or Merger Sub have agreed to cause Parent or assignment by its Affiliates to perform pursuant to or in connection with the Merger Agreement. The Guarantor expressly agrees to comply with all obligations imposed upon it or purported to be imposed upon it or any of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantor, and such sale or assignment is approved in accordance with Program Obligations. Without limiting Affiliates under the generality of the foregoing, the liability of Guarantor shall extend to all amounts which constitute part of the obligations of a HUD Loan Document and would be owed by a Borrower Merger Agreement to the Lender under such HUD Loan Document but for the fact that they are unenforceable or not allowable due same extent as if it were a party to the existence of a bankruptcy, reorganization, or similar proceeding involving a BorrowerMerger Agreement.

Guaranty. Subject to the limitations contained in Section 28 of this Guarantya. Each Guarantor hereby, Guarantor hereby unconditionallyjointly and severally, absolutely absolutely, unconditionally and irrevocably guarantees to guarantees, as a primary obligor and not merely as a surety, the Lender that the cash equivalent full and punctual payment when due and performance, whether at scheduled maturity or on any date of any cash distributions received bya required prepayment or by acceleration, demand or due tootherwise, Guarantor with respect to the Ownership Interests of Guarantor, which cash distribution was received by, all Obligations of each other Loan Party now or due to, Guarantor within one hundred eighty (180) days of an Event of Default, shall be used to (a) cure any default by any other Borrower; (b) pay any and all costs and expenses incurred by the Lender in the enforcement of any of its rights under this Guaranty, including without limitation reasonable attorneys’ fees; and (c) pay any damage or liability suffered by the Lender, to the extent such arise out of any breach by Guarantor under this Guarantyhereafter existing, including, without limitation, a breach all Obligations under or in respect of the responsibilities of Guarantor set forth in Section 7 of this Guaranty and/or a breach Loan Documents, (the Loan Documents, collectively, the “Secured Documents”) (including, without limitation, any extensions, increases, modifications, substitutions, amendments or renewals of any representationor all of the foregoing Obligations), warranty whether direct or covenant set forth in Section 15 indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of this Guaranty action, costs, expenses or otherwise (collectively, such Obligations being the “Guaranteed Obligations”). If , and agrees to pay any such cash distributions are used and all expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative Agent or any other Secured Party in enforcing any rights under this Holdings Guaranty or any other Secured Document, to satisfy any the extent reimbursable under Section 10.04 of the Credit Agreement. b. Each Guarantor, and by its acceptance of the benefits of this Holdings Guaranty, the Administrative Agent and each other Secured Party, hereby confirms that it is the intention of all such Persons that this Holdings Guaranty and the obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of any Debtor Relief Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to such Guarantor. To effectuate the foregoing intention, by acceptance of the benefits of this Holdings Guaranty, the Administrative Agent, the other Secured Parties and the Guarantors hereby irrevocably agree that the obligations of each Guarantor under this Holdings Guaranty at any time shall be limited to the maximum amount as will result in the obligations of such Guarantor under this Holdings Guaranty not constituting a fraudulent transfer or conveyance or subject to avoidance under Debtor Relief Laws or any similar foreign, federal or state law, in each case applicable to such Guarantor. c. Each Guarantor hereby unconditionally and irrevocably agrees that in the event any payment shall be required to be made to any Secured Party under this Holdings Guaranty, the Subsidiary Guaranty or any other guaranty pertaining to the Guaranteed Obligations under clause (a) aboveObligations, then such Guarantor will contribute, to the maximum extent permitted by law, such amounts to each other Guarantor and any other guarantor, as applicable, so as to maximize the aggregate amount so paid to the Lender by Guarantor shall be deemed to be an unsecured loan to the Borrower Secured Parties under or in default, payable only from surplus cash (as defined by Program Obligations), and shall be evidenced solely by a Surplus Cash Note (Form HUD-92223-ORCF or equivalent) with terms and an interest rate approved by HUD in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination of a Guaranteed Obligation with respect to a particular Borrower (a “Partial Release”), if there is a bona fide sale or assignment by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantor, and such sale or assignment is approved in accordance with Program Obligations. Without limiting the generality of the foregoing, the liability of Guarantor shall extend to all amounts which constitute part of the obligations of a HUD Loan Document and would be owed by a Borrower to the Lender under such HUD Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, or similar proceeding involving a BorrowerSecured Documents.

Guaranty. Subject In order to induce the limitations contained Administrative Agent, the Collateral Agent, the Issuing Lenders and the Lenders to enter into this Agreement and to extend credit hereunder, and to induce the other Guaranteed Creditors to enter into Interest Rate Protection Agreements and Other Hedging Agreements and in Section 28 recognition of this Guarantythe direct benefits to be received by each Credit Agreement Party from the proceeds of the Loans, Guarantor the issuance of the Letters of Credit and the entering into of such Interest Rate Protection Agreements and Other Hedging Agreements, each Credit Agreement Party hereby unconditionally, absolutely agrees with the Guaranteed Creditors as follows: each Credit Agreement Party hereby unconditionally and irrevocably guarantees to as primary obligor and not merely as surety the Lender that the cash equivalent full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any cash distributions received by, or due to, Guarantor with respect to the Ownership Interests of Guarantor, which cash distribution was received by, or due to, Guarantor within one hundred eighty (180) days of an Event of Default, shall be used to (a) cure any default by any other Borrower; (b) pay any and all costs of the Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Guaranteed Obligations to the Guaranteed Creditors becomes due and payable hereunder, each Credit Agreement Party, unconditionally and irrevocably, promises to pay such indebtedness to the Administrative Agent and/or the other Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Lender Administrative Agent and the other Guaranteed Creditors in collecting any of the enforcement Guaranteed Obligations. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of its rights under this Guaranty, including without limitation reasonable attorneys’ fees; and (c) pay any damage or liability suffered by the Lender, to the extent such arise out of any breach by Guarantor under this Guaranty, including, without limitation, a breach of the responsibilities of Guarantor set forth in Section 7 of this Guaranty and/or a breach of any representation, warranty or covenant set forth in Section 15 of this Guaranty (collectively, the “Guaranteed Obligations”). If any such cash distributions are used to satisfy any of the Guaranteed Obligations under clause and any of the aforesaid payees repays all or part of said amount by reason of (ai) aboveany judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including any Guaranteed Party), then and in such event each Credit Agreement Party agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Credit Agreement Party, notwithstanding any revocation of this Credit Agreement Party Guaranty or other instrument evidencing any liability of any other Guaranteed Party, and such Credit Agreement Party shall be and remain liable to the aforesaid payees hereunder for the amount so paid repaid or recovered to the Lender same extent as if such amount had never originally been received by Guarantor shall be deemed to be an unsecured loan to the Borrower in default, payable only from surplus cash (as defined by Program Obligations), and shall be evidenced solely by a Surplus Cash Note (Form HUD-92223-ORCF or equivalent) with terms and an interest rate approved by HUD in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination of a Guaranteed Obligation with respect to a particular Borrower (a “Partial Release”), if there is a bona fide sale or assignment by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantor, and any such sale or assignment is approved in accordance with Program Obligations. Without limiting the generality of the foregoing, the liability of Guarantor shall extend to all amounts which constitute part of the obligations of a HUD Loan Document and would be owed by a Borrower to the Lender under such HUD Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, or similar proceeding involving a Borrowerpayee.

Guaranty. Subject to (a) Each of the limitations contained in Section 28 of this Guaranty, Guarantor hereby Guarantors unconditionally, absolutely and irrevocably guarantees to the Lender that due and punctual payment by the cash equivalent Borrower of the Obligations (including interest accruing on and after the filing of any cash distributions received by, petition in bankruptcy or due to, Guarantor with respect to the Ownership Interests of Guarantor, which cash distribution was received by, or due to, Guarantor within one hundred eighty (180) days of an Event of Default, shall be used to (a) cure any default by any other Borrower; (b) pay any and all costs and expenses incurred by the Lender in the enforcement of any of its rights under this Guaranty, including without limitation reasonable attorneys’ fees; and (c) pay any damage or liability suffered by the Lender, to the extent such arise out of any breach by Guarantor under this Guaranty, including, without limitation, a breach reorganization of the responsibilities of Guarantor set forth obligor whether or not post filing interest is allowed in Section 7 of this Guaranty and/or a breach of any representation, warranty or covenant set forth in Section 15 of this Guaranty such proceeding) (collectively, the “Guaranteed Obligations” and the obligations of each Guarantor in respect thereof, its “Guaranty Obligations”). If Each of the Guarantors further agrees that, to the extent permitted by applicable law, the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and it will remain bound upon this guaranty notwithstanding any such cash distributions are used to satisfy extension or renewal of any of the Obligations. The Guaranteed Obligations under clause (a) above, then of the amount so paid to the Lender by Guarantor Guarantors shall be deemed to be an unsecured loan joint and several. Each of the Guarantors further agrees that its guaranty hereunder is a primary obligation of such Guarantor and not merely a contract of surety. (b) To the extent permitted by applicable law, each of the Guarantors waives presentation to, demand for payment from and protest to the Borrower in default, payable only from surplus cash (as defined by Program Obligations)or any other Guarantor, and also waives notice of protest for nonpayment. The obligations of the Guarantors hereunder shall not, to the extent permitted by applicable law, be evidenced solely affected by (i) the failure of the Administrative Agent or a Surplus Cash Note Lender to assert any claim or demand or to enforce any right or remedy against the Borrower or any other Guarantor under the provisions of this Agreement or any other Loan Document or otherwise; (Form HUD-92223-ORCF ii) any extension or equivalentrenewal of any provision hereof or thereof; (iii) with any rescission, waiver, compromise, acceleration, amendment or modification of any of the terms or provisions of any of the Loan Documents; (iv) the release, exchange, waiver or foreclosure of any security held by the Administrative Agent for the Obligations or any of them; (v) the failure of the Administrative Agent or a Lender to exercise any right or remedy against any other Guarantor; or (vi) the release or substitution of any Collateral or any other Guarantor. (c) To the extent permitted by applicable law, each of the Guarantors further agrees that this guaranty constitutes a guaranty of payment when due and an interest rate approved not just of collection, and waives any right to require that any resort be had by HUD the Administrative Agent or a Lender to any security held for payment of the Obligations or to any balance of any deposit, account or credit on the books of the Administrative Agent or a Lender in favor of the Borrower or any other Guarantor, or to any other Person. (d) To the extent permitted by applicable law, each of the Guarantors hereby waives any defense that it might have based on a failure to remain informed of the financial condition of the Borrower and of any other Guarantor and any circumstances affecting the ability of the Borrower to perform under this Agreement. (e) To the extent permitted by applicable law, each Guarantor’s guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any other instrument evidencing any Obligations, or by the existence, validity, enforceability, perfection, or extent of any collateral therefor or by any other circumstance relating to the Obligations which might otherwise constitute a defense to this guaranty (other than payment in full in cash of the Obligations in accordance with Program Obligationsthe terms of this Agreement (other than those that constitute unasserted contingent indemnification obligations)). The Lender and HUD shall consent and agree to, and document, a termination Neither the Administrative Agent nor any of a Guaranteed Obligation with the Lenders makes any representation or warranty in respect to a particular Borrower any such circumstances or shall have any duty or responsibility whatsoever to any Guarantor in respect of the management and maintenance of the Obligations. (a “Partial Release”f) Upon the occurrence of the Obligations becoming due and payable (by acceleration or otherwise), if there is a bona fide sale or assignment the Lenders shall be entitled to immediate payment of such Obligations by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantor, and such sale or assignment is approved in accordance with Program Obligations. Without limiting the generality of Guarantors upon written demand by the foregoing, the liability of Guarantor shall extend to all amounts which constitute part of the obligations of a HUD Loan Document and would be owed by a Borrower to the Lender under such HUD Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, or similar proceeding involving a BorrowerAdministrative Agent.

Guaranty. Subject (a) The Guarantor hereby (i) fully, irrevocably and unconditionally guarantees the due and punctual payment of any and all obligations of the LD Subsidiary owed to the limitations contained Beneficiary under the Agreement and (ii) acknowledges that any and all amounts payable by the Guarantor hereunder shall be pari passu with all other senior unsecured debt of the Guarantor. (b) This is a continuing Guaranty and a guaranty of payment (not merely of collection), and it shall remain in Section 28 full force and effect until all amounts payable by the LD Subsidiary to the Beneficiary under the Agreement have been validly, finally and irrevocably paid in full and shall not be affected in any way by the absence of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entity. (c) The Guarantor hereby agrees that it shall not be necessary, as a condition precedent to enforcement of this Guaranty, that a suit first be instituted against the LD Subsidiary or that any rights or remedies first be exhausted against the LD Subsidiary and the Guarantor hereby unconditionallywaives diligence, absolutely presentment, demand on the LD Subsidiary for payment or otherwise, filing of claims, requirement of a prior proceeding against the LD Subsidiary and irrevocably guarantees to protest or notice, except as may be provided for in the Lender that the cash equivalent of any cash distributions received by, or due to, Guarantor Agreement with respect to amounts payable by the Ownership Interests LD Subsidiary. (d) The Guarantor agrees that, except by the complete and irrevocable payment of Guarantorall amounts payable by the LD Subsidiary under the Agreement, which cash distribution was received by, or due to, Guarantor within one hundred eighty (180) days of an Event of Default, its obligations under this Guaranty shall be used unconditional and this Guaranty shall not be subject to (a) cure any default defense of set-off, counterclaim, recoupment or termination or discharge whatsoever by reason of the invalidity, illegality or unenforceability of any obligations under this Guaranty or any other defense that constitutes a legal or equitable discharge or defense of a guarantor or surety in its capacity as such irrespective of the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the LD Subsidiary or by any other Borrowercircumstance, including, without limitation (i) assertions of amendment, waivers or forbearance affecting the Agreement or the related collateral; (bii) pay any and all costs and expenses incurred the LD Subsidiary’s lack of authorization to enter into the Agreement or its disability or bankruptcy; (iii) incomplete performance of the Agreement; (iv) delay by the Lender Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the enforcement Guarantor; and (vi) failure to notify the Guarantor. (e) If at any time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary or the Guarantor or otherwise, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made. (f) So long as any amount payable by the LD Subsidiary in connection with the Agreement is overdue and unpaid, the Guarantor shall not exercise any right of subrogation. If at any time when any amount is overdue and unpaid the Guarantor receives any amount as a result of any action against the LD Subsidiary or any of its rights under this Guaranty, including without limitation reasonable attorneys’ fees; and (c) pay property or assets or otherwise for or on account of any damage or liability suffered payment made by the Lender, to the extent such arise out of any breach by Guarantor under this Guaranty, includingthe Guarantor shall forthwith pay that amount received by it, without limitation, a breach of to the responsibilities of Guarantor set forth in Section 7 of this Guaranty and/or a breach of any representation, warranty or covenant set forth in Section 15 of this Guaranty (collectively, the “Guaranteed Obligations”). If any such cash distributions are used extent necessary to satisfy any of such amount overdue and unpaid, to the Guaranteed Obligations under clause (a) aboveBeneficiary, then to be credited and applied against the amount so paid payable by the LD Subsidiary and until payment is made to the Lender by Beneficiary the Guarantor shall be deemed hold such amounts in trust for the Beneficiary. (g) If the LD Subsidiary merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist, the Guarantor shall nonetheless continue to be an unsecured loan liable for the payment of all amounts payable by the LD Subsidiary under the Agreement to the Borrower in default, payable only from surplus cash (as defined extent such amounts are not paid when due by Program Obligations), and shall be evidenced solely by a Surplus Cash Note (Form HUD-92223-ORCF or equivalent) with terms and an interest rate approved by HUD in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination of a Guaranteed Obligation with respect to a particular Borrower (a “Partial Release”), if there is a bona fide sale or assignment by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantor, and such sale or assignment is approved in accordance with Program Obligations. Without limiting the generality of the foregoing, the liability of Guarantor shall extend to all amounts which constitute part of the obligations of a HUD Loan Document and would be owed by a Borrower to the Lender under such HUD Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, or similar proceeding involving a BorrowerLD Subsidiary.

Guaranty. Subject to the limitations contained in Section 28 of this Guaranty, (a) Each Guarantor hereby unconditionally, absolutely unconditionally and irrevocably guarantees to the Lender Administrative Agent and the Lenders the due and punctual payment by, and performance of, the Obligations (including interest accruing on and after the filing of any petition in bankruptcy or of reorganization of the obligor whether or not post filing interest is allowed in such proceeding). Each Guarantor further agrees that the cash equivalent Obligations may be increased, extended or renewed, in whole or in part, without notice or further assent from it (except as may be otherwise required herein), and it will remain bound upon this Guaranty notwithstanding any extension or renewal of any cash distributions received by, or due Obligation. (b) Each Guarantor waives presentment to, demand for payment from and protest to, as the case may be, any Credit Party or any other guarantor of any of the Obligations, and also waives notice of protest for nonpayment, notice of acceleration and notice of intent to accelerate. The obligations of each Guarantor hereunder shall not be affected by (i) the failure of the Administrative Agent or the Lenders to assert any claim or demand or to enforce any right or remedy against the Borrower or any Guarantor or any other guarantor under the provisions of this Credit Agreement or any other agreement or otherwise, (ii) any extension or renewal of any provision hereof or thereof, (iii) the failure of the Administrative Agent or the Lenders to obtain the consent of the Guarantor with respect to the Ownership Interests of Guarantorany rescission, which cash distribution was received bywaiver, compromise, acceleration, amendment or due to, Guarantor within one hundred eighty (180) days of an Event of Default, shall be used to (a) cure any default by any other Borrower; (b) pay any and all costs and expenses incurred by the Lender in the enforcement modification of any of its rights under the terms or provisions of this GuarantyCredit Agreement, including without limitation reasonable attorneys’ fees; and the Notes or any other agreement, (civ) pay the release, exchange, waiver or foreclosure of any damage or liability suffered security held by the LenderAdministrative Agent (on behalf of the Secured Parties) for the Obligations or any of them, (v) the failure of a Secured Party to exercise any right or remedy against any other Guarantor or any other guarantor of the extent such arise out Obligations, (vi) any bankruptcy, reorganization, liquidation, dissolution or receivership proceeding or case by or against any Credit Party, or any change in the corporate existence, structure, ownership or control of any breach by Guarantor under this Guaranty, including, without limitation, a breach of the responsibilities of Guarantor set forth in Section 7 of this Guaranty and/or a breach of any representation, warranty or covenant set forth in Section 15 of this Guaranty Credit Party (collectively, the “Guaranteed Obligations”). If any such cash distributions are used to satisfy including any of the Guaranteed Obligations under clause (a) aboveforegoing arising from any merger, then the amount so paid to the Lender by Guarantor shall be deemed to be an unsecured loan to the Borrower in defaultconsolidation, payable only from surplus cash (as defined by Program Obligationsamalgamation, reorganization or similar transaction), and shall be evidenced solely by a Surplus Cash Note or (Form HUD-92223-ORCF vii) the release or equivalent) with terms and an interest rate approved by HUD in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination substitution of a Guaranteed Obligation with respect to a particular Borrower (a “Partial Release”), if there is a bona fide sale any Guarantor or assignment by Guarantor any other guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantor, and such sale or assignment is approved in accordance with Program the Obligations. Without limiting the generality of the foregoingforegoing or any other provision hereof (including, without limitation, Section 13.6 and Section 13.12), to the extent permitted by Applicable Law, each Guarantor hereby expressly waives any and all benefits which might otherwise be available to it under California Civil Code Sections 2799, 2809, 2810, 2815, 2819, 2820, 2821, 2822, 2838, 2839, 2845, 2848, 2849, 2850, 2899 and 3433. (c) Each Guarantor further agrees that this Guaranty is a continuing guaranty, shall secure the Obligations and any ultimate balance thereof, notwithstanding that the Borrower or other Persons may from time to time satisfy the Obligations in whole or in part and thereafter incur further Obligations, and that this Guaranty constitutes a guaranty of performance and of payment when due and not just of collection, and waives any right to require that any resort be had by the Administrative Agent or any Lender to any security held for payment of the Obligations or to any balance of any deposit, account or credit on the books of the Administrative Agent or any Lender in favor of the Borrower or any Guarantor, or to any other Person. (d) Each Guarantor hereby expressly assumes all responsibilities to remain informed of the financial condition of the Borrower and the other Guarantors and any other guarantors of the Obligations and any circumstances affecting the Collateral (including the Pledged Securities) or the ability of the Borrower to perform under this Credit Agreement. (e) Each Guarantor’s obligations under the Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations, the liability Notes or any other instrument evidencing any Obligations, or by the existence, validity, enforceability, perfection, or extent of any collateral therefor or by any other circumstance relating to the Obligations which might otherwise constitute a defense to this Guaranty. The Administrative Agent and the Lenders make no representation or warranty with respect to any such circumstances and have no duty or responsibility whatsoever to any Guarantor shall extend with respect to all amounts which constitute part the management and maintenance of the obligations of a HUD Loan Document and would be owed by a Borrower to the Lender under such HUD Loan Document but Obligations or any collateral security for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, or similar proceeding involving a BorrowerObligations.

Guaranty. Subject In order to induce the limitations contained Agents, the Collateral Agent, the Issuing Banks and the Banks to enter into this Agreement and to extend credit hereunder, and to induce the other Guaranteed Creditors to enter into Interest Rate Protection or Other Hedging Agreements, and in Section 28 recognition of this Guarantythe direct benefits to be received by the Parent from the proceeds of the Loans, Guarantor the issuance of the Letters of Credit and the entering into of such Interest Rate Protection Agreements and Other Hedging Agreements, the Parent hereby unconditionally, absolutely agrees with the Guaranteed Creditors as follows: the Parent hereby unconditionally and irrevocably guarantees to guaranties as primary obligor and not merely as surety the Lender that the cash equivalent full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any cash distributions received by, or due to, Guarantor with respect to the Ownership Interests of Guarantor, which cash distribution was received by, or due to, Guarantor within one hundred eighty (180) days of an Event of Default, shall be used to (a) cure any default by any other Borrower; (b) pay any and all costs of the Guaranteed Obligations of the Borrower to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of the Borrower to the Guaranteed Creditors becomes due and payable hereunder, the Parent unconditionally and irrevocably promises to pay such indebtedness to the Agents and/or the other Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Lender Agents and the other Guaranteed Creditors in collecting any of the enforcement Guaranteed Obligations. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of its rights under this Guaranty, including without limitation reasonable attorneys’ fees; and (c) pay any damage or liability suffered by the Lender, to the extent such arise out of any breach by Guarantor under this Guaranty, including, without limitation, a breach of the responsibilities of Guarantor set forth in Section 7 of this Guaranty and/or a breach of any representation, warranty or covenant set forth in Section 15 of this Guaranty (collectively, the “Guaranteed Obligations”). If any such cash distributions are used to satisfy any of the Guaranteed Obligations under clause and any of the aforesaid payees repays all or part of said amount by reason of (ai) aboveany judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower), then and in such event the Parent agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent, notwithstanding any revocation of this Parent Guaranty or other instrument evidencing any liability of the Borrower, and the Parent shall be and remain liable to the aforesaid payees hereunder for the amount so paid repaid or recovered to the Lender same extent as if such amount had never originally been received by Guarantor shall be deemed to be an unsecured loan to the Borrower in default, payable only from surplus cash (as defined by Program Obligations), and shall be evidenced solely by a Surplus Cash Note (Form HUD-92223-ORCF or equivalent) with terms and an interest rate approved by HUD in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination of a Guaranteed Obligation with respect to a particular Borrower (a “Partial Release”), if there is a bona fide sale or assignment by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantor, and any such sale or assignment is approved in accordance with Program Obligations. Without limiting the generality of the foregoing, the liability of Guarantor shall extend to all amounts which constitute part of the obligations of a HUD Loan Document and would be owed by a Borrower to the Lender under such HUD Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, or similar proceeding involving a Borrowerpayee.

Guaranty. Subject to (a) Each of the limitations contained in Section 28 of this Guaranty, Guarantor hereby Guarantors unconditionally, absolutely and irrevocably guarantees to the Lender that due and punctual payment by the cash equivalent Borrower of the Obligations (including interest accruing on and after the filing of any cash distributions received by, petition in bankruptcy or due to, Guarantor with respect to the Ownership Interests of Guarantor, which cash distribution was received by, or due to, Guarantor within one hundred eighty (180) days of an Event of Default, shall be used to (a) cure any default by any other Borrower; (b) pay any and all costs and expenses incurred by the Lender in the enforcement of any of its rights under this Guaranty, including without limitation reasonable attorneys’ fees; and (c) pay any damage or liability suffered by the Lender, to the extent such arise out of any breach by Guarantor under this Guaranty, including, without limitation, a breach reorganization of the responsibilities of Guarantor set forth obligor whether or not post filing interest is allowed in Section 7 of this Guaranty and/or a breach of any representation, warranty or covenant set forth in Section 15 of this Guaranty such proceeding) (collectively, the “Guaranteed Obligations” and the obligations of each Guarantor in respect thereof, its “Guaranty Obligations”). If Each of the Guarantors further agrees that, to the extent permitted by applicable law, the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and it will remain bound upon this guaranty notwithstanding any such cash distributions are used to satisfy extension or renewal of any of the Guaranteed Obligations. The Obligations under clause (a) above, then of the amount so paid to the Lender by Guarantor Guarantors shall be deemed to be an unsecured loan joint and several. Each of the Guarantors further agrees that its guaranty hereunder is a primary obligation of such Guarantor and not merely a contract of surety. (b) To the extent permitted by applicable law, each of the Guarantors waives presentation to, demand for payment from and protest to the Borrower in default, payable only from surplus cash (as defined by Program Obligations)or any other Guarantor, and also waives notice of protest for nonpayment. The obligations of the Guarantors hereunder shall not, to the extent permitted by applicable law, be evidenced solely affected by (i) the failure of the Administrative Agent or a Surplus Cash Note Lender to assert any claim or demand or to enforce any right or remedy against the Borrower or any other Guarantor under the provisions of this Agreement or any other Loan Document or otherwise; (Form HUD-92223-ORCF ii) any extension or equivalentrenewal of any provision hereof or thereof; (iii) with any rescission, waiver, compromise, acceleration, amendment or modification of any of the terms or provisions of any of the Loan Documents; (iv) the release, exchange, waiver or foreclosure of any security held by the Administrative Agent for the Obligations or any of them; (v) the failure of the Administrative Agent or a Lender to exercise any right or remedy against any other Guarantor; or (vi) the release or substitution of any Collateral or any other Guarantor. (c) To the extent permitted by applicable law, each of the Guarantors further agrees that this guaranty constitutes a guaranty of payment when due and an interest rate approved not just of collection, and waives any right to require that any resort be had by HUD the Administrative Agent or a Lender to any security held for payment of the Obligations or to any balance of any deposit, account or credit on the books of the Administrative Agent or a Lender in favor of the Borrower or any other Guarantor, or to any other Person. (d) To the extent permitted by applicable law, each of the Guarantors hereby waives any defense that it might have based on a failure to remain informed of the financial condition of the Borrower and of any other Guarantor and any circumstances affecting the ability of the Borrower to perform under this Agreement. (e) To the extent permitted by applicable law, each Guarantor’s guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any other instrument evidencing any Obligations, or by the existence, validity, enforceability, perfection, or extent of any collateral therefor or by any other circumstance relating to the Obligations which might otherwise constitute a defense to this guaranty (other than payment in full in cash of the Obligations in accordance with Program Obligationsthe terms of this Agreement (other than those that constitute unasserted contingent indemnification obligations)). The Lender and HUD shall consent and agree to, and document, a termination Neither the Administrative Agent nor any of a Guaranteed Obligation with the Lenders makes any representation or warranty in respect to a particular Borrower any such circumstances or shall have any duty or responsibility whatsoever to any Guarantor in respect of the management and maintenance of the Obligations. (a “Partial Release”f) Upon the occurrence of the Obligations becoming due and payable (by acceleration or otherwise), if there is a bona fide sale or assignment the Lenders shall be entitled to immediate payment of such Obligations by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantor, and such sale or assignment is approved in accordance with Program Obligations. Without limiting the generality of Guarantors upon written demand by the foregoing, the liability of Guarantor shall extend to all amounts which constitute part of the obligations of a HUD Loan Document and would be owed by a Borrower to the Lender under such HUD Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, or similar proceeding involving a BorrowerAdministrative Agent.

Guaranty. Subject to the limitations contained in Section 28 of this Guaranty, The Guarantor hereby unconditionally, absolutely unconditionally and irrevocably guarantees to HRP the Lender that prompt and complete payment and performance by the cash equivalent GranCare Companies (and each of any cash distributions received bythem), when due (whether at stated maturity, by acceleration or due tootherwise), of the Obligations. The Guarantor with respect further agrees to the Ownership Interests of Guarantor, which cash distribution was received by, or due to, Guarantor within one hundred eighty (180) days of an Event of Default, shall be used to (a) cure any default by any other Borrower; (b) pay any and all costs expenses (including, without limitation, all reasonable fees and expenses disbursements of counsel to HRP) which may be paid or incurred by the Lender HRP in the enforcement enforcing, or obtaining advice of counsel in respect of, any of its rights under this Guaranty, . This Guaranty is a guaranty of payment and not of collectibility and is absolute and in no way conditional or contingent. The Guarantor's liability hereunder is direct and unconditional and may be enforced after nonpayment or nonperformance by any GranCare Company of any Obligation without requiring HRP to resort to any other Person (including without limitation reasonable attorneys’ fees; such GranCare Company) or any other right, remedy or collateral. This Guaranty shall remain in full force and (c) pay effect until the Obligations are paid in full. Notwithstanding the aggregate amount of the Obligations at any damage time or liability suffered from time to time payable or to be payable by the LenderGranCare Companies to HRP, the liability of the Guarantor to HRP under this Section 2 shall not exceed the extent principal sum of Fifteen Million Dollars ($15,000,000) in the aggregate less amounts paid by the Guarantor hereunder in respect of such arise out principal sum; provided that whenever, at any time, or from time to time, Guarantor shall make any payment to HRP on account of its liability hereunder, it will notify HRP in writing that such payment is made under this Guaranty for such purpose. The Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of the Guarantor hereunder without impairing this Guaranty or affecting the rights and remedies of HRP hereunder. No payment or payments made by any GranCare Company or any other Person or received or collected by HRP from any GranCare Company or any other Person by virtue of any breach by Guarantor under this Guarantyaction or proceeding or any set-off or appropriation or application, includingat any time or from time to time, without limitation, a breach in reduction of or in payment of the responsibilities of Guarantor set forth in Section 7 of this Guaranty and/or a breach of any representation, warranty or covenant set forth in Section 15 of this Guaranty (collectively, the “Guaranteed Obligations”). If any such cash distributions are used to satisfy any of the Guaranteed Obligations under clause (a) above, then the amount so paid to the Lender by Guarantor shall be deemed to be an unsecured loan to the Borrower in defaultmodify, payable only from surplus cash (as defined by Program Obligations)reduce, and shall be evidenced solely by a Surplus Cash Note (Form HUD-92223-ORCF release or equivalent) with terms and an interest rate approved by HUD in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination of a Guaranteed Obligation with respect to a particular Borrower (a “Partial Release”), if there is a bona fide sale or assignment by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantor, and such sale or assignment is approved in accordance with Program Obligations. Without limiting the generality of the foregoing, otherwise affect the liability of the Guarantor shall extend to all amounts hereunder which constitute part shall, notwithstanding any such payment or payments, remain liable for the amount of the obligations of a HUD Loan Document and would be owed by a Borrower to Obligations until the Lender under such HUD Loan Document Obligations are paid in full (but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, or similar proceeding involving a Borrowersubject as provided in this paragraph).

Guaranty. Subject (a) Guarantor hereby guarantees to Purchaser, and shall stand as surety for, the full and complete payment and performance of the obligations of Seller pursuant to the limitations contained Sale Agreement, including but not limited to the obligations of Seller to act as subservicer pursuant to the terms of an interim subservicing agreement and a subservicing agreement which are a part of the Sale Agreement. This is a guaranty of payment and performance and not of collection only. Guarantor shall not be discharged or released hereunder by reason of a discharge of Seller in bankruptcy, receivership or other proceeding, a disaffirmation or rejection of the Sale Agreement by a trustee, custodian, or other representative with respect to a bankruptcy or receivership, a stay or other enforcement restriction, or any other reduction, modification, impairment or limitation of the liability of Seller or any remedy of Purchaser. Except in accordance with Section 28 of this Guaranty7, Guarantor hereby unconditionallyshall not be discharged or released hereunder by reason of the full or partial transfer or assignment of Seller's obligations under the Sale Agreement (or the Mortgage Loan Subservicing Agreement or the Mortgage Loan Interim Subservicing Agreement which are incorporated into and are a part of the Sale Agreement). (b) The right of recovery against the Guarantor under this Guaranty is, absolutely however, limited, in the aggregate, to an amount calculated as set forth herein below (the "Guaranty Amount"): The Guaranty Amount shall equal, as of the date of the presentation by Purchaser to Guarantor of any claim for payment hereunder, Twenty Million Dollars ($20,000,000) times a fraction, the numerator of which is the aggregate outstanding principal balance of the mortgage loans which are the subject of the Sale Agreement as of the date of presentation of such claim, and irrevocably guarantees the denominator of which is the aggregate outstanding principal balance of the mortgage loans which are the subject of the Sale Agreement as of the Effective Date. Notwithstanding anything to the Lender that contrary contained herein, the cash equivalent Guaranty Amount shall never be greater than Twenty Million Dollars ($20,000,000) nor less than Fifteen Million Dollars ($15,000,000). The Guaranty Amount applies to the liability of any cash distributions received by, or due to, Guarantor under this Guaranty with respect to the Ownership Interests of Guarantor, which cash distribution was received by, or due to, Guarantor within one hundred eighty (180) days of an Event of Default, shall be used to (a) cure any default by any other Borrower; (b) pay any and all costs and expenses incurred by the Lender in the enforcement of any of its rights obligations guaranteed under this Guaranty, including without limitation reasonable attorneys’ fees; and (c) pay any damage or liability suffered by the Lender, to the extent such arise out of any breach by Guarantor under this Guaranty, including, without limitation, a breach of the responsibilities of Guarantor set forth in Section 7 of this Guaranty and/or a breach of any representation, warranty or covenant set forth in Section 15 of this Guaranty (collectively, the “Guaranteed Obligations”). If any such cash distributions are used to satisfy any of the Guaranteed Obligations under clause (a) above, then the amount so paid to the Lender by Guarantor shall be deemed to be an unsecured loan to the Borrower in default, payable only from surplus cash (as defined by Program Obligations)2, and shall be evidenced solely by a Surplus Cash Note (Form HUD-92223-ORCF or equivalent) with terms and an interest rate approved by HUD in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination of a Guaranteed Obligation not with respect to a particular Borrower (a “Partial Release”), if there is a bona fide sale or assignment by Guarantor the par value of its Ownership Interests in a Borrower to a third party any mortgage loan which is not an Affiliate of Guarantor, and such sale or assignment is approved in accordance with Program Obligations. Without limiting may be the generality of the foregoing, the liability of Guarantor shall extend to all amounts which constitute part of the obligations subject of a HUD Loan Document and would be owed by a Borrower to the Lender under such HUD Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, or similar proceeding involving a Borrowerclaim hereunder.

Guaranty. Subject to the limitations contained in Section 28 of this Guaranty(a) Each Guarantor, Guarantor hereby unconditionallyjointly and severally, irrevocably, absolutely and irrevocably unconditionally guarantees as a primary obligor and not merely as surety to the Lender that Creditors the cash equivalent full and punctual payment when due (whether at the stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, as applicable) of any cash distributions received by, or due to, Guarantor with respect to the Ownership Interests of Guarantor, which cash distribution was received by, or due to, Guarantor within one hundred eighty (180) days of an Event of Default, shall be used to (a) cure any default by any other Borrower; (b) pay any and all costs and expenses incurred by the Lender in the enforcement of any of its rights under this Guaranty, including without limitation reasonable attorneys’ fees; and (c) pay any damage or liability suffered by the Lender, to the extent such arise out of any breach by Guarantor under this Guaranty, including, without limitation, a breach Obligations of the responsibilities of Borrowers and each Guarantor set forth in Section 7 of this Guaranty and/or a breach of any representation, warranty or covenant set forth in Section 15 of this Guaranty (collectivelyother than such Guarantor’s own Obligations, the “Guaranteed Obligations”). If Each party hereto understands, agrees and confirms that, if any such cash distributions are used to satisfy any or all of the Guaranteed Obligations under clause (a) abovebecomes due and payable, then the amount so paid subject to the Lender by Guarantor shall be deemed to be an unsecured loan expiration of any applicable grace or cure period expressly set forth in the Credit Agreement, the Administrative Agent for the benefit of the Creditors may enforce this Guaranty up to the Borrower in default, payable only from surplus cash full amount of the Guaranteed Obligations against such Guarantor without proceeding against any other Guarantor (as defined by Program Obligations), and shall be evidenced solely by a Surplus Cash Note (Form HUD-92223-ORCF in the Credit Agreement) or equivalent) with terms and an interest rate approved by HUD in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination of a Guaranteed Obligation with respect to a particular Borrower (a “Partial Release”), if there is a bona fide sale or assignment by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantorany Borrower, and such sale or assignment is approved in accordance with Program Obligations. Without limiting Guarantor agrees to pay such Guaranteed Obligations to the generality Administrative Agent for the benefit of the foregoing, Administrative Agent and/or the liability of other Creditors to whom Guaranteed Obligations are owed on demand. Each Guarantor shall extend to all amounts which constitute part further agrees that the due and punctual payment of the obligations Obligations of any Borrower may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee hereunder notwithstanding any such extension or renewal of any Obligation. This Guaranty is a HUD Loan Document guaranty of payment and would be owed not of collection. (b) Additionally, each Guarantor, jointly and severally, unconditionally, absolutely and irrevocably, guarantees the payment of any and all Guaranteed Obligations whether or not due or payable by a any Borrower upon the occurrence in respect of any Borrower of any of the events specified in Section 7(h) or (i) of the Credit Agreement, and unconditionally, absolutely and irrevocably, jointly and severally, promises to pay such Guaranteed Obligations to the Lender under such HUD Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganizationCreditors, or similar proceeding involving a Borrowerorder, following the occurrence in respect of any Borrower of any of the events specified in Section 7(h) or (i) of the Credit Agreement, on demand.

Guaranty. Subject to the limitations contained in Section 28 of this Guaranty, (a) Each Guarantor hereby unconditionally, absolutely unconditionally and irrevocably guarantees to the Lender Administrative Agent and the Lenders the due and punctual payment by, and performance of, the Obligations (including interest accruing on and after the filing of any petition in bankruptcy or of reorganization of the obligor whether or not post filing interest is allowed in such proceeding). Each Guarantor further agrees that the cash equivalent Obligations may be extended or renewed, in whole or in part, without notice or further assent from it (except as may be otherwise required herein), and it will remain bound upon this Guaranty notwithstanding any extension or renewal of any cash distributions received by, or due Obligation. (b) Each Guarantor waives presentation to, demand for payment from and protest to, as the case may be, any Credit Party or any other guarantor of any of the Obligations, and also waives notice of protest for nonpayment, notice of acceleration and notice of intent to accelerate. The obligations of each Guarantor hereunder shall not be affected by (i) the failure of the Administrative Agent or the Lenders to assert any claim or demand or to enforce any right or remedy against the Borrower or any Guarantor or any other guarantor under the provisions of this Credit Agreement or any other agreement or otherwise; (ii) any extension or renewal of any provision hereof or thereof; (iii) the failure of the Administrative Agent or the Lenders to obtain the consent the Guarantor with respect to any rescission, waiver, compromise, acceleration, amendment or modification of any of the Ownership Interests terms or provisions of this Credit Agreement, the Notes or of any other agreement; (iv) the release, exchange, waiver or foreclosure of any security held by the Administrative Agent for the Obligations or any of them; (v) the failure of the Administrative Agent or the Lenders to exercise any right or remedy against any other Guarantor or any other guarantor of the Obligations; or (vi) the release or substitution of any Guarantor or any other guarantor of the Obligations. (c) Each Guarantor further agrees that this Guaranty constitutes a guaranty of performance and of payment when due and not just of collection, and waives any right to require that any resort be had by the Administrative Agent or any Lender to any security held for payment of the Obligations or to any balance of any deposit, account or credit on the books of the Administrative Agent or any Lender in favor of the Borrower, or any Guarantor, which cash distribution was received byor to any other Person. (d) Each Guarantor hereby expressly assumes all responsibilities to remain informed of the financial condition of the Borrower, the Guarantors and any other guarantors of the Obligations and any circumstances affecting the Collateral or the Pledged Securities or the ability of the Borrower to perform under this Credit Agreement. (e) Each Guarantor’s obligations under the Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations, the Notes or any other instrument evidencing any Obligations, or due toby the existence, Guarantor within one hundred eighty (180) days validity, enforceability, perfection, or extent of an Event of Default, shall be used to (a) cure any default collateral therefor or by any other Borrower; (b) pay any and all costs and expenses incurred by circumstance relating to the Lender in the enforcement of any of its rights under Obligations which might otherwise constitute a defense to this Guaranty, including without limitation reasonable attorneys’ fees; and (c) pay any damage or liability suffered by the Lender, to the extent such arise out of any breach by Guarantor under this Guaranty, including, without limitation, a breach of the responsibilities of Guarantor set forth in Section 7 of this Guaranty and/or a breach of any representation, warranty or covenant set forth in Section 15 of this Guaranty (collectively, the “Guaranteed Obligations”). If any such cash distributions are used to satisfy any of the Guaranteed Obligations under clause (a) above, then the amount so paid to the Lender by Guarantor shall be deemed to be an unsecured loan to the Borrower in default, payable only from surplus cash (as defined by Program Obligations), and shall be evidenced solely by a Surplus Cash Note (Form HUD-92223-ORCF or equivalent) with terms and an interest rate approved by HUD in accordance with Program Obligations. The Lender Administrative Agent and HUD shall consent and agree to, and document, a termination of a Guaranteed Obligation the Lenders make no representation or warranty with respect to a particular Borrower (a “Partial Release”), if there is a bona fide sale any such circumstances and have no duty or assignment by responsibility whatsoever to any Guarantor of its Ownership Interests in a Borrower respect to a third party which is not an Affiliate of Guarantor, the management and such sale or assignment is approved in accordance with Program Obligations. Without limiting the generality maintenance of the foregoing, the liability of Guarantor shall extend to all amounts which constitute part of the obligations of a HUD Loan Document and would be owed by a Borrower to the Lender under such HUD Loan Document but Obligations or any collateral security for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, or similar proceeding involving a BorrowerObligations.

Guaranty. Subject to (a) Each of the limitations contained in Section 28 of this GuarantyGuarantors hereby, Guarantor hereby unconditionallyjointly and severally, absolutely unconditionally and irrevocably irrevocably, guarantees to the Lender that Collateral Agent, for the cash equivalent ratable benefit of any cash distributions received bythe Secured Creditors, or due to, Guarantor with respect and to the Ownership Interests Secured Creditors the prompt and complete payment and performance when due and payable (whether at the stated maturity, by acceleration or otherwise) of Guarantor, which cash distribution was received by, or due to, Guarantor within one hundred eighty (180) days all Obligations of an Event of Default, shall be used to (a) cure any default by any the Borrower and each other Borrower; Credit Party. (b) pay Each Guarantor and each Secured Creditor (by its acceptance of the benefits of this Agreement) hereby confirms that it is its intention that the guaranty made by the Guarantors not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act or any similar Federal or state law. To effectuate the foregoing intention, each Guarantor and each Secured Creditor (by its acceptance of the benefits of this Agreement) hereby irrevocably agrees that the Obligations guaranteed by such Guarantor shall be limited to such amount as will, after giving effect to such maximum amount and all costs other (contingent or otherwise) liabilities of such Guarantor that are relevant under such laws, not constitute a fraudulent transfer or conveyance for purposes of such laws. (c) Each Guarantor agrees that the Obligations guaranteed by it hereunder may at any time and expenses incurred from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guaranty contained in this Article II or affecting the rights and remedies of the Collateral Agent or any other Secured Creditor hereunder. (d) No payment made by the Lender Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Collateral Agent or any other Secured Creditor from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in the enforcement reduction of or in payment of any of its rights under this Guaranty, including without limitation reasonable attorneys’ fees; and (c) pay any damage or liability suffered by the Lender, to the extent such arise out of any breach by Guarantor under this Guaranty, including, without limitation, a breach of the responsibilities of Guarantor set forth in Section 7 of this Guaranty and/or a breach of any representation, warranty or covenant set forth in Section 15 of this Guaranty (collectively, the “Guaranteed Obligations”). If any such cash distributions are used to satisfy any of the Guaranteed Obligations under clause (a) above, then the amount so paid to the Lender by Guarantor shall be deemed to be an unsecured loan to modify, reduce, release or otherwise affect the Borrower liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in default, payable only respect of the Obligations or any payment received or collected from surplus cash (as defined by Program such Guarantor in respect of any of the Obligations), remain liable for the Obligations guaranteed by it hereunder up to the maximum liability of such Guarantor hereunder until (but subject to Section 2.04 in the case of following clause (i)) the earlier to occur of (i) the first date on which all the Loans and shall be evidenced solely by a Surplus Cash Note all other Obligations then due and owing, are paid in full in cash and the Total Commitment has been terminated or (Form HUD-92223-ORCF or equivalentii) with terms and an interest rate approved by HUD the release of such Guarantor from this Agreement in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination the express provisions of a Guaranteed Obligation with respect to a particular Borrower (a “Partial Release”), if there is a bona fide sale or assignment by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantor, and such sale or assignment is approved in accordance with Program Obligations. Without limiting the generality of the foregoing, the liability of Guarantor shall extend to all amounts which constitute part of the obligations of a HUD Loan Document and would be owed by a Borrower to the Lender under such HUD Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, or similar proceeding involving a BorrowerSection 7.13(b) hereof.

Guaranty. Subject In order to induce the limitations contained Administrative Agent, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder and in Section 28 recognition of this Guarantythe direct benefits to be received by Holdings from the proceeds of the Loans, Guarantor Holdings hereby unconditionally, absolutely agrees with the Guaranteed Creditors as follows: Holdings hereby unconditionally and irrevocably guarantees to as primary obligor and not merely as surety the Lender that the cash equivalent full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any cash distributions received by, or due to, Guarantor with respect to the Ownership Interests of Guarantor, which cash distribution was received by, or due to, Guarantor within one hundred eighty (180) days of an Event of Default, shall be used to (a) cure any default by any other Borrower; (b) pay any and all costs of the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed Creditors becomes due and payable hereunder, Holdings, unconditionally and irrevocably, promises to pay such Guaranteed Obligations to the Administrative Agent for the benefit of the Administrative Agent and/or the other Guaranteed Creditors to which such Guaranteed Obligations are owed, on demand together with any and all expenses which may be incurred by the Lender Administrative Agent and the other Guaranteed Creditors in the enforcement of any of its rights under this Guaranty, including without limitation reasonable attorneys’ fees; and (c) pay any damage or liability suffered by the Lender, to the extent such arise out of any breach by Guarantor under this Guaranty, including, without limitation, a breach of the responsibilities of Guarantor set forth in Section 7 of this Guaranty and/or a breach of any representation, warranty or covenant set forth in Section 15 of this Guaranty (collectively, the “Guaranteed Obligations”). If any such cash distributions are used to satisfy collecting any of the Guaranteed Obligations to the extent reimbursable under clause Section 14.01. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (ai) aboveany judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Guaranteed Parties), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or other instrument evidencing any liability of the Borrower, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so paid repaid or recovered to the Lender same extent as if such amount had never originally been received by Guarantor shall be deemed to be an unsecured loan to the Borrower in default, payable only from surplus cash (as defined by Program Obligations), and shall be evidenced solely by a Surplus Cash Note (Form HUD-92223-ORCF or equivalent) with terms and an interest rate approved by HUD in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination of a Guaranteed Obligation with respect to a particular Borrower (a “Partial Release”), if there is a bona fide sale or assignment by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantor, and any such sale or assignment is approved in accordance with Program Obligations. Without limiting the generality of the foregoing, the liability of Guarantor shall extend to all amounts which constitute part of the obligations of a HUD Loan Document and would be owed by a Borrower to the Lender under such HUD Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, or similar proceeding involving a Borrowerpayee.

Guaranty. Subject In order to induce the limitations contained Administrative Agent, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder, and induce the other Guaranteed Creditors to enter into Interest Rate Protection Agreements and Other Hedging Agreements and in Section 28 recognition of this Guarantythe direct benefits to be received by the Parent from the proceeds of the Loans and the entering into of such Interest Rate Protection Agreements and Other Hedging Agreements, Guarantor the Parent hereby unconditionally, absolutely agrees with the Guaranteed Creditors as follows: The Parent hereby unconditionally and irrevocably guarantees to as primary obligor and not merely as surety, the Lender that the cash equivalent full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any cash distributions received by, or due to, Guarantor with respect to the Ownership Interests of Guarantor, which cash distribution was received by, or due to, Guarantor within one hundred eighty (180) days of an Event of Default, shall be used to (a) cure any default by any other Borrower; (b) pay any and all costs of the Guaranteed Obligations of the Borrower to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of the Borrower to the Guaranteed Creditors becomes due and payable hereunder, the Parent, unconditionally and irrevocably, promises to pay such indebtedness to the Administrative Agent and/or the other Guaranteed Creditors, or order, on demand, together with any and all reasonable documented out-of-pocket expenses which may be incurred by the Lender Administrative Agent and the other Guaranteed Creditors in collecting any of the enforcement Guaranteed Obligations. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of its rights under this Guaranty, including without limitation reasonable attorneys’ fees; and (c) pay any damage or liability suffered by the Lender, to the extent such arise out of any breach by Guarantor under this Guaranty, including, without limitation, a breach of the responsibilities of Guarantor set forth in Section 7 of this Guaranty and/or a breach of any representation, warranty or covenant set forth in Section 15 of this Guaranty (collectively, the “Guaranteed Obligations”). If any such cash distributions are used to satisfy any of the Guaranteed Obligations under clause and any of the aforesaid payees repays all or part of said amount by reason of (ai) aboveany judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower), then and in such event, the Parent agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent notwithstanding any revocation of this Guaranty or other instrument evidencing any liability of the Borrower, and the Parent shall be and remain liable to the aforesaid payees hereunder for the amount so paid repaid or recovered to the Lender same extent as if such amount had never originally been received by Guarantor shall be deemed to be an unsecured loan to the Borrower in default, payable only from surplus cash (as defined by Program Obligations), and shall be evidenced solely by a Surplus Cash Note (Form HUD-92223-ORCF or equivalent) with terms and an interest rate approved by HUD in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination of a Guaranteed Obligation with respect to a particular Borrower (a “Partial Release”), if there is a bona fide sale or assignment by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantor, and any such sale or assignment is approved in accordance with Program Obligations. Without limiting the generality of the foregoing, the liability of Guarantor shall extend to all amounts which constitute part of the obligations of a HUD Loan Document and would be owed by a Borrower to the Lender under such HUD Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, or similar proceeding involving a Borrowerpayee.

Guaranty. Subject (a) For valuable consideration, the receipt of which is hereby acknowledged, and to induce the Lenders to make advances to the limitations contained in Section 28 of this GuarantyBorrower, Guarantor the Company hereby unconditionally, absolutely and irrevocably unconditionally guarantees 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 of the Borrower to the Lender that Administrative Agent. the cash equivalent of any cash distributions received byCollateral Agent, the Secured Creditors, the Lenders, or due toany of them, Guarantor under or with respect to the Ownership Interests Loan Documents, whether for principal, interest, fees, expenses or otherwise, and any Secured Cash Management Agreement, any Secured Hedge Agreement and any Secured Bilateral Letter of GuarantorCredit (including all renewals, which cash distribution was received byextensions, or due toamendments, Guarantor within one hundred eighty (180) days of an Event of Default, shall be used to (a) cure any default by any refinancings and other Borrower; (b) pay any modifications thereof and all costs costs, attorneys’ fees and expenses incurred by the Lender Secured Creditors in connection with the collection or enforcement of any of its rights under this Guaranty, including without limitation reasonable attorneys’ fees; and (cthereof) pay any damage or liability suffered by the Lender, to the extent such arise out of any breach by Guarantor under this Guaranty, including, without limitation, a breach of the responsibilities of Guarantor set forth in Section 7 of this Guaranty and/or a breach of any representation, warranty or covenant set forth in Section 15 of this Guaranty (collectively, the “Guaranteed Obligations”). If any such cash distributions are used to satisfy any of the ; provided that Guaranteed Obligations under clause (a) above, then the amount so paid to the Lender by Guarantor shall be deemed to be an unsecured loan to the Borrower in default, payable only from surplus cash (as defined by Program Obligations), and shall be evidenced solely by a Surplus Cash Note (Form HUD-92223-ORCF or equivalent) with terms and an interest rate approved by HUD in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination of a Guaranteed Obligation Loan Party shall exclude any Excluded Swap Obligations with respect to a particular Borrower such Loan Party. (a “Partial Release”), if there is a bona fide sale or assignment by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantor, and such sale or assignment is approved in accordance with Program Obligations. b) Without limiting the generality of the foregoing, the Company’s liability of Guarantor shall extend to all amounts which that constitute part of the obligations of a HUD Loan Document Guaranteed Obligations and would be owed by a Borrower any other Loan Party to the any Lender under such HUD or in respect of the Loan Document Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, reorganization or similar proceeding involving such other Loan Party. The Company, and by its acceptance of this Guaranty, the Administrative Agent and each other Lender Party, hereby confirms that it is the intention of all such Persons that this Guaranty and the Obligations of the Company hereunder not constitute a Borrowerfraudulent transfer or conveyance for purposes of Debtor Relief Laws, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty and the Obligations of the Company hereunder. To effectuate the foregoing intention, the Administrative Agent, the Lenders and the Company hereby irrevocably agree that the Obligations of the Company under this Guaranty at any time shall be limited to the maximum amount as will result in the Obligations of the Company under this Guaranty not constituting a fraudulent transfer or conveyance. The Company hereby unconditionally and irrevocably agrees that in the event any payment shall be required to be made to any Lender under this Guaranty or any other guaranty, the Company will contribute, to the maximum extent permitted by law, such amounts to each other guarantor so as to maximize the aggregate amount paid to the Lenders under or in respect of the Loan Documents.

Guaranty. Subject to the limitations contained in Section 28 of this Guaranty, Guarantor hereby unconditionally, absolutely and irrevocably guarantees to the Lender that the cash equivalent of any cash distributions received by, or due to, Guarantor with respect to the Ownership Interests of Guarantor, which cash distribution was received by, or due to, Guarantor within one hundred eighty (180) days of an Event of Default, shall be used to (a) cure To induce the Lenders to make the Loans and the Issuers to issue Letters of Credit, each Guarantor hereby absolutely, unconditionally and irrevocably guarantees, jointly with the other Guarantors and severally, as primary obligor and not merely as surety, the full and punctual payment when due and in the currency due, whether at stated maturity or earlier, by reason of acceleration, mandatory prepayment or otherwise in accordance herewith or any default other Loan Document, of all the Obligations (other than, in the case of the Company, the Company’s Obligations as a Borrower), whether or not from time to time reduced or extinguished or hereafter increased or incurred, whether or not recovery may be or hereafter may become barred by any other statute of limitations, whether or not enforceable as against any Borrower; , whether now or hereafter existing, and whether due or to become due, including principal, interest (including interest at the contract rate applicable upon default accrued or accruing after the commencement of any proceeding under the Bankruptcy Code, or any applicable provisions of comparable state or foreign law, whether or not such interest is an allowed claim in such proceeding), fees and costs of collection. This Guaranty constitutes a guaranty of payment and not of collection. (b) pay Each Guarantor further agrees that, if (i) any payment made by any Borrower or any other Person and all costs and expenses incurred applied to the Obligations is at any time annulled, avoided, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid, or (ii) the proceeds of Collateral are required to be returned by the Lender in the enforcement of any of Guarantied Party to any Borrower, its rights under this Guarantyestate, trustee, receiver or any other party, including without limitation reasonable attorneys’ fees; and (c) pay any damage Guarantor, under any bankruptcy law, equitable cause or liability suffered by the Lenderany other Requirement of Law, then, to the extent of such arise out of any breach by Guarantor under this Guarantypayment or repayment, including, without limitation, a breach of the responsibilities of Guarantor set forth in Section 7 of this Guaranty and/or a breach of any representation, warranty or covenant set forth in Section 15 of this Guaranty (collectively, the “Guaranteed Obligations”). If any such cash distributions are used to satisfy Guarantor’s liability hereunder (and any of the Guaranteed Obligations under clause (aLien or other Collateral securing such liability) above, then the amount so paid to the Lender by Guarantor shall be deemed and remain in full force and effect, as fully as if such payment had never been made. If, prior to be an unsecured loan to the Borrower in default, payable only from surplus cash (as defined by Program Obligations), and shall be evidenced solely by a Surplus Cash Note (Form HUD-92223-ORCF or equivalent) with terms and an interest rate approved by HUD in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination of a Guaranteed Obligation with respect to a particular Borrower (a “Partial Release”), if there is a bona fide sale or assignment by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantor, and such sale or assignment is approved in accordance with Program Obligations. Without limiting the generality any of the foregoing, the this Guaranty shall have been cancelled or surrendered (and if any Lien or other Collateral securing such Guarantor’s liability hereunder shall have been released or terminated by virtue of Guarantor such cancellation or surrender), this Guaranty (and such Lien or other Collateral) shall extend to all amounts which constitute part of be reinstated in full force and effect, and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of a HUD Loan Document and would be owed by a Borrower to any such Guarantor in respect of the Lender under amount of such HUD Loan Document but for the fact that they are unenforceable payment (or not allowable due to the existence of a bankruptcy, reorganization, any Lien or similar proceeding involving a Borrowerother Collateral securing such obligation).

Guaranty. Subject to the limitations contained Therefore, for value received, and in Section 28 of this Guaranty, Guarantor hereby unconditionally, absolutely and irrevocably guarantees to the Lender that the cash equivalent consideration of any cash distributions received byloan, advance or due tofinancial accommodation of any kind whatsoever heretofore, Guarantor with respect now or hereafter made, given or granted to the Ownership Interests of Guarantor, which cash distribution was received by, or due to, Guarantor within one hundred eighty (180) days of an Event of Default, shall be used to (a) cure any default Borrower by any Lender under the Loan Agreement and the other Borrower; (b) pay any Loan Documents, each Guarantor jointly and severally hereby unconditionally guaranties the full and prompt payment and performance when due, whether at maturity or earlier, by reason of acceleration or otherwise, and at all costs and expenses incurred by the Lender in the enforcement times thereafter, of any of its rights under this Guaranty, including without limitation reasonable attorneys’ fees; and (c) pay any damage or liability suffered by the Lender, to the extent such arise out of any breach by Guarantor under this Guaranty, including, without limitation, a breach all of the responsibilities of Guarantor set forth in Section 7 of this Guaranty and/or a breach of any representation, warranty or covenant set forth in Section 15 of this Guaranty (collectively, the “Guaranteed Obligations”). If any such cash distributions are used to satisfy any of the Guaranteed Obligations under clause (a) above, then the amount so paid to the Lender by Guarantor shall be deemed to be an unsecured loan to the Borrower in default, payable only from surplus cash (as defined by Program Obligations), and shall be evidenced solely by a Surplus Cash Note (Form HUD-92223-ORCF or equivalent) with terms and an interest rate approved by HUD in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination of a Guaranteed Obligation with respect to a particular Borrower (a “Partial Release”), if there is a bona fide sale or assignment by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantor, and such sale or assignment is approved in accordance with Program Obligations. Without limiting the generality of the foregoing, the liability Obligations guaranteed hereby include all fees, costs and expenses (including attorneys’ fees and expenses) incurred by any Lender in attempting to collect any amount due under this Guaranty or in prosecuting any action against the Borrower, any Guarantor or any other guarantor of Guarantor shall extend to all amounts which constitute or part of the Obligations and all interest accruing and fees, costs and expenses owing to any Lender after the commencement of bankruptcy proceedings with respect to Borrower, any Guarantor or any other guarantor of all or part of the Obligations (whether or not the same may be collected while such proceedings are pending). Each Guarantor hereby agrees that this Guaranty is a present and continuing guaranty of payment and not of collection and that its obligations hereunder shall be unconditional, irrespective of a HUD (i) the validity or enforceability of the Obligations or any part thereof, or of any of the Loan Documents, (ii) the waiver or consent by any Lender with respect to any provision of any Loan Document, or any amendment, modification or other change with respect to any Loan Document and would be owed (including without limitation any change in the manner, place, time or terms of payment of any Obligation), (iii) any merger or consolidation, of Borrower, any Guarantor or any other guarantor of all or part of the Obligations into or with any Person or any change in the structure or ownership of the equity of Borrower, any Guarantor or any other guarantor of all or part of the Obligations, (iv) any dissolution of Borrower, any Guarantor or any other guarantor of all or part of the Obligations or any insolvency, bankruptcy, liquidation, reorganization or similar proceedings with respect to Borrower, any Guarantor or any other guarantor of all or part of the Obligations, (v) any action or inaction on the part of any Lender, including without limitation the absence of any attempt to collect the Obligations from Borrower, any Guarantor or any other guarantor of all or part of the Obligations or other action to enforce the same, (vi) any Lender’s election, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. Section 101 et seq.), as amended (the “Bankruptcy Code”) of the application of Section 1111(b)(2) of the Bankruptcy Code, (vii) any borrowing by Borrower, any Guarantor or any other guarantor of all or part of the Obligations, as debtor-in-possession, under Section 364 of the Bankruptcy Code, (viii) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of any Lender’s claims for repayment of the Obligations, (ix) any Lender’s inability to enforce the Obligations of Borrower as a Borrower result of the automatic stay provisions under Section 362 of the Bankruptcy Code, (x) the discharge or release by any Lender of any Guarantor’s or any other guarantor’s obligations and/or liabilities under this Guaranty, (xi) any failure by the Lenders to give notice of the existence, creation or incurrence by any Loan Party other than such Guarantor of any new or additional indebtedness or obligation under or with respect to the Obligations, (xii) any subordination by any Lender under such HUD Loan Document but for of the fact that they are unenforceable or not allowable due payment of any Obligation to the existence payment of a bankruptcyany other liability (whether matured or unmatured) of any Loan Party other than such Guarantor to its creditors, reorganization(xii) any act or failure to act by the Lenders under this Guaranty or otherwise which may deprive any Guarantor of any right to subrogation, contribution or reimbursement against any Loan Party other than such Guarantor or any right to recover full indemnity for any payments made by such Guarantor in respect of the Obligations, or similar proceeding involving (xiv) any other defense, setoff, counterclaim or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of Borrower, any Guarantor or any other guarantor of all or part of the Obligations.

Guaranty. Subject to the limitations contained in Section 28 of this Guaranty(a) Each Guarantor, Guarantor hereby unconditionallyjointly and severally, irrevocably, absolutely and irrevocably unconditionally guarantees as a primary obligor and not merely as surety to the Lender that Creditors the cash equivalent full and prompt payment when due (whether at the stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, as applicable) of any cash distributions received by, or due to, Guarantor with respect to the Ownership Interests of Guarantor, which cash distribution was received by, or due to, Guarantor within one hundred eighty (180) days of an Event of Default, shall be used to (a) cure any default by any other Borrower; (b) pay any and all costs and expenses incurred by the Lender in the enforcement of any of its rights under this Guaranty, including without limitation reasonable attorneys’ fees; and (c) pay any damage or liability suffered by the Lender, to the extent such arise out of any breach by Guarantor under this Guaranty, including, without limitation, a breach Obligations of the responsibilities of Borrowers and each Guarantor set forth in Section 7 of this Guaranty and/or a breach of any representation, warranty or covenant set forth in Section 15 of this Guaranty (collectively, other than such Guarantor’s own Obligations) (the “Guaranteed Obligations”). If Each party hereto understands, agrees and confirms that, if any such cash distributions are used to satisfy any or all of the Guaranteed Obligations under clause (a) abovebecomes due and payable, then the amount so paid subject to the Lender by Guarantor shall be deemed to be an unsecured loan expiration of any applicable grace or cure period expressly set forth in the Credit Agreement, the Administrative Agent for the benefit of the Creditors may enforce this Guaranty up to the Borrower in default, payable only from surplus cash full amount of the Guaranteed Obligations against such Guarantor without proceeding against any other Guarantor (as defined by Program Obligations), and shall be evidenced solely by a Surplus Cash Note (Form HUD-92223-ORCF in the Credit Agreement) or equivalent) with terms and an interest rate approved by HUD in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination of a Guaranteed Obligation with respect to a particular Borrower (a “Partial Release”), if there is a bona fide sale or assignment by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantorany Borrower, and such sale or assignment is approved in accordance with Program Obligations. Without limiting Guarantor agrees to pay such Guaranteed Obligations to the generality Administrative Agent for the benefit of the foregoingAdministrative Agent and/or the other Creditors, on demand. Each Guarantor further agrees that the liability of Guarantor shall extend to all amounts which constitute part due and punctual payment of the obligations Obligations of any Borrower may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee hereunder notwithstanding any such extension or renewal of any Obligation. This Guaranty is a HUD Loan Document guaranty of payment and would be owed not of collection. (b) Additionally, each Guarantor, jointly and severally, unconditionally, absolutely and irrevocably, guarantees the payment of any and all Guaranteed Obligations whether or not due or payable by a any Borrower upon the occurrence in respect of any Borrower of any of the events specified in Section 7(h) or (i) of the Credit Agreement, and unconditionally, absolutely and irrevocably, jointly and severally, promises to pay such Guaranteed Obligations to the Lender under such HUD Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganizationCreditors, or similar proceeding involving a Borrowerorder, following the occurrence in respect of any Borrower of any of the events specified in Section 7(h) or (i) of the Credit Agreement, on demand.

Guaranty. Subject In consideration of the agreement of Broadway Investors II, LLC, a Washington limited liability company ("Landlord"), to enter into a Lease dated ___August 11th________________, 2016 (the limitations contained "Lease") between Landlord and AbSci, LLC, a Delaware limited liability company ("Tenant"), pertaining to certain premises located on the third (3rd) floor of the Building with an address of 000 X. 0xx Xxxxxx, Xxxxxxxxx. WA 98660, the undersigned (collectively, and jointly and severally, "Guarantor") hereby unconditionally and irrevocably guarantees the punctual payment of all Base Rent, as defined in Section 28 the Lease, additional rent and all other payments required to be paid by Tenant under the Lease, and the prompt performance of all other obligations of Tenant under the Lease, provided, however, Guarantor's liability under this Guaranty shall not exceed a total of $250,000.00. As Guarantor consists of more than one person or entity, all liability or Guarantor hereunder shall be joint and several. If after 12 months during the initial lease term, Tenant has not defaulted and faithfully paid their rent and additional rent and Tenant has sent updated financial statements to Landlord that meets Xxxxxxxx's approval, Landlord, at Landlord's sole discretion will consider removal of Xxxx Xxxxxxxx, Xxxxx Xxxxxxx and/or The Xxxxxxx Company guarantee obligations in substitute for other surety provided by Tenant. Guarantor shall be directly and primarily liable to landlord for any amount due from Tenant under the Lease, without requiring that Landlord first proceed against Tenant, join Tenant in any proceeding brought to enforce this Guaranty, or exhaust any security held by Landlord. Guarantor hereby unconditionallyagrees that Landlord may deal with Tenant in any manner in connection with the Lease without the knowledge or consent of Guarantor and without affecting Guarantor's liability under this Guaranty. Without limiting the generality of the foregoing, absolutely and irrevocably guarantees Xxxxxxxxx agrees that any renewal, extension of time, assignment of any right under the Lease, amendment or modification to the Lender that the cash equivalent of any cash distributions received byLease, delay or due to, Guarantor with respect to the Ownership Interests of Guarantor, which cash distribution was received by, or due to, Guarantor within one hundred eighty (180) days of an Event of Default, shall be used to (a) cure any default failure by any other Borrower; (b) pay any and all costs and expenses incurred by the Lender Landlord in the enforcement of any night under the Lease, or compromise of its rights the amount of any obligation or liability under the Lease made with or without the knowledge or consent of Guarantor shall not affect Guarantors liability under this Guaranty. Guarantor's Lability under this Guaranty is absolute and continuing and shall not be affected by any bankruptcy, including without limitation reasonable attorneys’ fees; reorganization, insolvency of similar proceeding affecting Tenant, nor by any termination or disaffirmance of the Lease or any of Tenant's obligations thereunder in connection with such proceeding. This Guaranty shall remain in full force and (c) pay effect until the performance in full to Landlord's satisfaction of all obligations of Tenant under the Lease. Guarantor hereby waives any damage claim or liability suffered by other right now existing or hereafter acquired against Tenant that arises from the Lender, to the extent such arise out performance of any breach by Guarantor Guarantor's obligations under this Guaranty, including, without limitation, any rights of contribution, indemnity, subrogation, reimbursement or exoneration. Guarantor hereby agrees to indemnify, defend and hold Landlord harmless from and against all claims, liabilities, losses and expenses, including legal fees, suffered or incurred by Landlord as a breach result of claims to avoid any payment received by Landlord from Tenant with respect to the obligations of Tenant under the Lease. Guarantor hereby waives presentment, protest, notice of default demand for payment, and all other suretyship defenses whatsoever with respect to any payment guaranteed under this Guaranty, and agrees to pay unconditionally upon demand all amounts owed under the Lease. Guarantor further waives any setoff, defense or counterclaim that Tenant or Guarantor may have or claim to have against landlord and the benefit of any statute of limitations affecting Guarantor's liability under this Guaranty. No failure or delay on the part of Landlord in the exercise of any power, right or privilege under this Guaranty or the Lease and no course of dealing with respect thereto shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any power, right or privilege thereunder preclude any other or further exercise thereof or the exercise of any other power, right or privilege. All rights and remedies existing under this Guaranty and the Lease are cumulative to, and not exclusive of, any rights and remedies provided by law or otherwise available. This Guaranty, and all obligations of any Guarantor hereunder, shall terminate upon payment in full of all guaranteed obligations. If, at any time, all or part of any payment of the responsibilities guaranteed obligations theretofore made by any Guarantor or any other person is rescinded or otherwise must be returned by Landlord for any reason whatsoever (including 1 without limitation, the insolvency, bankruptcy or reorganization of any Guarantor set forth in Section 7 of any other person), this Guaranty and/or a breach shall continue to be effective or shall be reinstated as to the guaranteed oblations which were satisfied by the payment to be rescinded or returned, all as though such payment had not been made. If Landlord retains an attorney to enforce this Guaranty or to bring any action or any appeal in connection with this Guaranty, the Lease, or the collection of any representation, warranty or covenant set forth in Section 15 of payment under this Guaranty (collectivelyor the Lease, Landlord shall be entitled to recover its attorneys' fees, costs, and disbursements in connection therewith as determined by the “Guaranteed Obligations”)court before which such action or appeal is heard, in addition to any other relief to which Landlord may be entitled. If any Any amount owing under this Guaranty shall bear interest from the date such cash distributions are used amount was payable to satisfy any Landlord to the date of repayment at a rate equal to the lesser of 18% and the maximum rate permitted by law. Landlord shall have the unrestricted right to assign this Guaranty in connection with an assignment of the Guaranteed Obligations under clause (a) aboveLease without the consent of, then the amount so paid or any other action required by, Guarantor. Each reference in this Guaranty to the Lender by Guarantor Landlord shall be deemed to include its successors and assigns, to whose benefit the provisions of this Guaranty shall also inure. Each reference in this Guaranty to Guarantor shalt be an unsecured loan deemed to include the successors and assigns of Guarantor, all of whom shall be bound by the provisions of this Guaranty. Within ten (10) days after delivery of written demand therefor from Landlord, Guarantor shall execute and deliver to Landlord a statement in writing certifying that this Guaranty is unmodified and in full force and effect, which statement may be conclusively relied upon by any prospective purchaser or encumbrancer of the premises or property. If any provision of this Guaranty is held to be invalid or unenforceable, the validity and enforceability of the other provisions of this Guaranty shall not be affected. Notwithstanding anything to the Borrower contrary contained in defaultthe Lease or this Guaranty, payable only from surplus cash subject to Landlord's reasonable approval, Guarantor shall have the option of depositing $250,000.00 (the "Guaranty Amount") with Landlord to be held by Landlord to unconditionally and irrevocably guaranty the punctual payment of all Base Rent, as defined in the Lease, additional rent and all other payments required to be paid by Program Obligations)Tenant under the Lease, and the prompt performance of all other obligations of Tenant under the Lease. If Tenant and/or Guarantor deposits the Guaranty Amount with Landlord, Guarantor shall be evidenced solely by a Surplus Cash Note (Form HUD-92223-ORCF or equivalent) with terms and an interest rate approved by HUD in accordance with Program Obligationsreleased from liability under this Guaranty. The Lender and HUD shall consent and agree to, and document, a termination of a Guaranteed Obligation Landlord's obligations with respect to the Guaranty Amount are those of a particular Borrower (debtor and not of a “Partial Release”), if there is a bona fide sale or assignment by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantortrustee, and such sale or assignment is approved in accordance Landlord cam commingle the Guaranty Amount with Program ObligationsXxxxxxxx's general funds. Without limiting Landlords shall not be required to pay Tenant interest on the generality Guaranty Amount. GUARANTOR: The Xxxxxxx Company, an Oregon corporation Xxxx Xxxxxxx, an individual 19412 green Lakes LP. By: /s/ Xxxxx X. Xxxxxxx Bend, OR 97702 Dated: 8-10-16 Its: President Tax ID Number: 00-0000000 Dated: 8-10-16 Xxxxx Xxxxxxx, an individual 18611 Couch Market Rd. Bend, OR 97703 Dated: 8-10-16 [Signature continued on following Page] STATE OF __Oregon______ ) ) ss. County of the foregoing__Deschutes________ ) This instrument was acknowledged before me this _10___ day of __Aug._______, the liability 2016, by Xxxxx X. Xxxxxxx. /s/ Xxxxxx Xxxxxxxx Samples Notary Public for Oregon My Commission Expires March 22, 2020 STATE OF ______________ ) ) ss. County of Guarantor shall extend to all amounts which constitute part ______________ ) This instrument was acknowledged before me this ____ day of the obligations __________, 2016, by _________________________. Notary Public for My Commission Expires STATE OF ______________ ) ) ss. County of a HUD Loan Document and would be owed ______________ ) This instrument was acknowledged before me this ____ day of __________, 2016, by a Borrower to the Lender under such HUD Loan Document but _________________________. Notary Public for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, or similar proceeding involving a Borrower.My Commission Expires

Guaranty. Subject Therefore, for value received, and in consideration of any loan, advance or financial accommodation of any kind whatsoever heretofore, now or hereafter made, given or granted to the limitations contained in Section 28 of this GuarantyBorrowers by Agent or any Lender, each Guarantor hereby unconditionallyunconditionally guarantees the full and prompt payment when due, absolutely whether at maturity or earlier, by reason of acceleration or otherwise, and irrevocably guarantees to the Lender that the cash equivalent at all times thereafter, of any cash distributions received by, or due to, Guarantor with respect to the Ownership Interests of Guarantor, which cash distribution was received by, or due to, Guarantor within one hundred eighty (180) days of an Event of Default, shall be used to (a) cure any default by any other Borrower; (b) pay any and all costs and expenses incurred by the Lender in the enforcement of any of its rights under this Guaranty, including without limitation reasonable attorneys’ fees; and (c) pay any damage or liability suffered by the Lender, to the extent such arise out of any breach by Guarantor under this Guaranty, including, without limitation, a breach of the responsibilities of Guarantor set forth in Section 7 of this Guaranty and/or a breach of any representation, warranty or covenant set forth in Section 15 of this Guaranty (collectively, the “Guaranteed Obligations”). If any such cash distributions are used to satisfy any of the Guaranteed Obligations under clause (a) above, then the amount so paid to the Lender by Guarantor shall be deemed to be an unsecured loan to the Borrower in default, payable only from surplus cash (as defined by Program Obligations), and shall be evidenced solely by a Surplus Cash Note (Form HUD-92223-ORCF or equivalent) with terms and an interest rate approved by HUD in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination of a Guaranteed Obligation with respect to a particular Borrower (a “Partial Release”), if there is a bona fide sale or assignment by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantor, and such sale or assignment is approved in accordance with Program Obligations. Without limiting the generality of the foregoing, the liability Obligations guaranteed hereby include all fees, costs and expenses (including attorneys’ fees and expenses) incurred by Agent or any Lender in attempting to collect any amount due under this Guaranty or in prosecuting any action against any Borrower, any Guarantor or any other guarantor of Guarantor shall extend to all amounts which constitute or part of the Obligations and all interest, fees, costs and expenses owing to Agent or any Lender after the commencement of bankruptcy proceedings with respect to any Borrower, any Guarantor or any other guarantor of all or part of the Obligations (whether or not the same may be collected while such proceedings are pending). Each Guarantor hereby agrees that this Guaranty is a present and continuing guaranty of payment and not of collection and that its obligations hereunder shall be unconditional, irrespective of (i) the validity or enforceability of the Obligations or any part thereof, or of any of the Financing Documents, (ii) the waiver or consent by Agent or any Lender with respect to any provision of any Financing Document, or any amendment, modification or other change with respect to any Financing Document, (iii) any merger or consolidation of any Borrower, any Guarantor or any other guarantor of all or part of the Obligations into or with any Person or any change in the ownership of the equity of any Borrower, any Guarantor or any other guarantor of all or part of the Obligations, (iv) any dissolution of any Guarantor or any insolvency, bankruptcy, liquidation, reorganization or similar proceedings with respect to any Borrower, any Guarantor or any other guarantor of all or part of the Obligations, (v) any action or inaction on the part of Agent or any Lender, including without limitation the absence of any attempt to collect the Obligations from any Borrower, any Guarantor or any other guarantor of all or part of the Obligations or other action to enforce the same or the failure by Agent to take any steps to perfect and maintain its Lien on, or to preserve its rights to, any security or collateral for the Obligations, (vi) Agent’s election, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. Section 101 et seq.), as amended (the “Bankruptcy Code”) of the application of Section 1111(b)(2) of the Bankruptcy Code, (vii) any borrowing or grant of a HUD Loan Document Lien by any Borrower, any Guarantor or any other guarantor of all or part of the Obligations, as debtor-in-possession, under Section 364 of the Bankruptcy Code, (viii) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of Agent’s or any Lender’s claims for repayment of the Obligations, (ix) Agent’s or any Lender’s inability to enforce the Obligations of any Borrower as a result of the automatic stay provisions under Section 362 of the Bankruptcy Code, (x) the discharge or release by Agent and/or Lenders of any Guarantor’s obligations and would be owed liabilities under this Guaranty, (xi) the discharge or release by Agent and/or Lenders of any other guarantor’s obligations and liabilities under any guaranty or (xii) any other circumstance which might otherwise constitute a Borrower to legal or equitable discharge or defense of any Borrower, any Guarantor or any other guarantor of all or part of the Lender under such HUD Loan Document but for the fact that they are unenforceable or not allowable due to the existence Obligations other than a defense of a bankruptcy, reorganization, or similar proceeding involving a Borrowerpayment and performance in full in cash of all Obligations.

Guaranty. Subject In order to induce the Lenders to make Loans to the limitations contained applicable Borrowing Subsidiaries, the Company hereby irrevocably and unconditionally guarantees the Borrowing Subsidiary Obligations of all the Borrowing Subsidiaries. The Company further agrees that the Borrowing Subsidiary Obligations may be extended and renewed, in Section 28 whole or in part, without notice to or further assent from it, and that it will remain bound upon its agreement hereunder notwithstanding any extension or renewal of this Guarantyany Borrowing Subsidiary Obligation. The Company waives promptness, Guarantor hereby unconditionallydiligence, absolutely presentment to, demand of payment from and irrevocably guarantees protest to the Lender that the cash equivalent Borrowing Subsidiaries of any cash distributions received byBorrowing Subsidiary Obligations, or due to, Guarantor with respect to and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of the Ownership Interests of Guarantor, which cash distribution was received by, or due to, Guarantor within one hundred eighty (180) days of an Event of Default, Company hereunder shall be used to absolute and unconditional and not be affected by (a) cure the failure of any default by Lender or the Administrative Agents to assert any claim or demand or to enforce any right or remedy against the Borrowing Subsidiaries under the provisions of this Agreement or any of the other BorrowerLoan Documents or otherwise; (b) pay any and all costs and expenses incurred by the Lender in the enforcement rescission, waiver, amendment or modification of any of its rights under the terms or provisions of this GuarantyAgreement, including without limitation reasonable attorneys’ feesany other Loan Documents or any other agreement; and (c) pay the failure of any damage Lender to exercise any right or liability suffered remedy against any Borrowing Subsidiaries; (d) the invalidity or unenforceability of any Loan Document; (e) any change in the corporate existence or structure of any Borrowing Subsidiary; (f) any claims or rights of set off that may be claimed by the LenderCompany; (g) any law, to the extent such arise out regulation, decree or order of any breach jurisdiction or any event affecting any term of any Borrowing Subsidiary Obligation; or (h) any other circumstance which might otherwise constitute a defense available to or discharge of the BorrowerCompany or a guarantor (other than payment). The Company further agrees that its agreement hereunder constitutes a promise of payment when due and not of collection, and waives any right to require that any resort be had by Guarantor under this Guarantyany Lender to any balance of any deposit account or credit on the books of any Lender in favor of any Borrowing Subsidiary or any other Person. The obligations of the Company hereunder shall not be subject to any reduction, including, without limitation, a breach of the responsibilities of Guarantor set forth in Section 7 of this Guaranty and/or a breach of impairment or termination for any representation, warranty or covenant set forth in Section 15 of this Guaranty (collectively, the “Guaranteed Obligations”). If any such cash distributions are used to satisfy any of the Guaranteed Obligations under clause (a) above, then the amount so paid to the Lender by Guarantor shall be deemed to be an unsecured loan to the Borrower in default, payable only from surplus cash (as defined by Program Obligations)reason, and shall not be evidenced solely subject to any defense or setoff, counterclaim, recoupment or termination whatsoever, by a Surplus Cash Note (Form HUD-92223-ORCF reason of the invalidity, illegality or equivalent) with terms and an interest rate approved by HUD in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination unenforceability of a Guaranteed Obligation with respect to a particular Borrower (a “Partial Release”), if there is a bona fide sale the Borrowing Subsidiary Obligations or assignment by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantor, and such sale or assignment is approved in accordance with Program Obligationsotherwise. Without limiting the generality of the foregoing, the liability of Guarantor shall extend to all amounts which constitute part obligations of the obligations Company hereunder shall not be discharged or impaired or otherwise affected by the failure of a HUD the Administrative Agents or any Lender to assert any claim or demand or to enforce any remedy under this Agreement or under any other Loan Document or any other agreement, by any waiver or modification in respect of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Borrowing Subsidiary Obligations, or by any other act or omission which may or might in any manner or to any extent vary the risk of the Company or otherwise operate as a discharge of the Company as a matter of law or equity. The Company further agrees that its obligations hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Borrowing Subsidiary Obligation is rescinded or must otherwise be restored by the Administrative Agents or any Lender upon the bankruptcy or reorganization of any of the Borrowing Subsidiaries or otherwise. In furtherance of the foregoing and would not in limitation of any other right which the Administrative Agents or any Lender may have at law or in equity against the Company by virtue hereof, upon the failure of any Borrowing Subsidiary to pay any Borrowing Subsidiary Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, the Company hereby promises to and will, upon receipt of written demand by CBNA, forthwith pay, or cause to be paid, in cash the amount of such unpaid Borrowing Subsidiary Obligation. In the event that, by reason of the bankruptcy of any Borrowing Subsidiary, (i) acceleration of Loans made to such Borrowing Subsidiary is prevented and (ii) the Company shall not have prepaid the outstanding Loans and other amounts due hereunder owed by such Borrowing Subsidiary, the Company will forthwith purchase such Loans at a Borrower price equal to the principal amount thereof plus accrued interest thereon and any other amounts due hereunder with respect thereto. The Company further agrees that if payment in respect of any Borrowing Subsidiary Obligation shall be due in a currency other than Dollars and/or at a place of payment other than New York and if, by reason of any Change in Law, disruption of currency or foreign exchange markets, war or civil disturbance or similar event, payment of such Borrowing Subsidiary Obligation in such currency or such place of payment shall be impossible or, in the judgment of any applicable Lender, not consistent with the protection of its rights or interests, then, at the election of any applicable Lender, the Company shall make payment of such Borrowing Subsidiary Obligation in Dollars (based upon the applicable Exchange Rate in effect on the date of payment) and/or in New York, and shall indemnify such Lender under against any losses or expenses that it shall sustain as a result of such HUD Loan Document but for alternative payment. Upon payment by the fact that they are unenforceable or not allowable due Company of any Borrowing Subsidiary Obligations, each Lender shall, in a reasonable manner, assign the amount of the Borrowing Subsidiary Obligations owed to it and paid by the Company pursuant to this guarantee to the existence of a bankruptcyCompany, reorganizationsuch assignment to be pro tanto to the extent to which the Borrowing Subsidiary Obligations in question were discharged by the Company, or similar proceeding involving make such disposition thereof as the Company shall direct (all without recourse to any Lender and without any representation or warranty by any Lender except with respect to the amount of the Borrowing Subsidiary Obligations so assigned). Upon payment by the Company of any sums as provided above, all rights of the Company against any Borrowing Subsidiary arising as a Borrowerresult thereof by way of right of subrogation or otherwise shall in all respects be subordinated and junior in right of payment to the prior indefeasible payment in full of all the Borrowing Subsidiary Obligations to the Lenders.

Guaranty. Subject to the limitations contained in Section 28 of this Guaranty, (a) Guarantor hereby unconditionallyabsolutely, absolutely unconditionally and irrevocably guarantees to the Lender that Administrative Agent and the cash equivalent other Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance when due (whether at scheduled maturity, by required prepayment, declaration, acceleration, demand or otherwise) of any cash distributions received byall of the Obligations, or due to, Guarantor with respect and agrees to the Ownership Interests of Guarantor, which cash distribution was received by, or due to, Guarantor within one hundred eighty (180) days of an Event of Default, shall be used to (a) cure any default by any other Borrower; (b) pay any and all costs and expenses incurred by the Lender in the enforcement of any of its rights under this Guaranty, including without limitation reasonable attorneys’ fees; and (c) pay any damage or liability suffered by the Lender, to the extent such arise out of any breach by Guarantor under this Guaranty, including, without limitation, a breach reasonable fees and expenses of counsel) incurred by the responsibilities of Guarantor set forth Administrative Agent or any other Lender in Section 7 of enforcing any rights under this Guaranty and/or a breach of or any representation, warranty or covenant set forth in Section 15 of this Guaranty (collectively, the “Guaranteed Obligations”). If any such cash distributions are used to satisfy any of the Guaranteed Obligations under clause (a) above, then the amount so paid to the Lender by Guarantor shall be deemed to be an unsecured loan to the Borrower in default, payable only from surplus cash (as defined by Program Obligations), and shall be evidenced solely by a Surplus Cash Note (Form HUD-92223-ORCF or equivalent) with terms and an interest rate approved by HUD in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination of a Guaranteed Obligation with respect to a particular Borrower (a “Partial Release”), if there is a bona fide sale or assignment by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantor, and such sale or assignment is approved in accordance with Program Obligationsother Loan Document. Without limiting the generality of the foregoing, the liability of Guarantor shall extend to all amounts which that constitute part of the obligations of a HUD Loan Document Obligations and would be owed by a any Borrower to the any Lender under such HUD Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, reorganization or similar proceeding involving such Borrower. Guarantor is and shall be liable for the Obligations as a primary obligor. (b) Guarantor, and by its acceptance of this Guaranty, the Administrative Agent and each other Lender, hereby confirms that it is the intention of all such Persons that this Guaranty and the obligations of Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of Debtor Relief Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty and the obligations of Guarantor hereunder. To effectuate the foregoing intention, the Administrative Agent, the other Lenders and the Guarantor hereby irrevocably agree that, notwithstanding any term or provision herein or in any other Loan Document, the maximum liability of Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the obligations of Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. (c) Guarantor agrees that the Obligations may at any time and from time to time exceed the maximum amount of liability of Guarantor hereunder without impairing this Guaranty or affecting the obligations of Guarantor or the rights and remedies of any Lender hereunder. (d) No payment made by any Borrower, Guarantor, any other guarantor or any other Person or received or collected by any Lender from any Borrower, the Guarantor, any other guarantor or surety or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment or performance of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by Guarantor in respect of the Obligations or any payment received or collected from Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of Guarantor hereunder until the Obligations are indefeasibly paid in full in cash and the Commitments are terminated or expired.

Guaranty. Subject In order to induce the Lenders to make Loans to the limitations contained in Section 28 of this Guarantyother Borrowers, Guarantor the Company hereby unconditionally, absolutely unconditionally and irrevocably guarantees as a primary obligor the Borrower Obligations of all the Borrowers. The Company further agrees that such Borrower Obligations may be extended and renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its agreement hereunder notwithstanding any extension or renewal of any Borrower Obligation. The Company waives promptness, diligence, presentment to, demand of payment from and protest to the Lender that the cash equivalent Borrowers of any cash distributions received Borrower Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of the Company hereunder shall be absolute and unconditional and not be affected by, and the Company waives any defense it may now or due to, Guarantor with respect to the Ownership Interests hereafter have arising out of Guarantor, which cash distribution was received by, or due to, Guarantor within one hundred eighty (180) days of an Event of Default, shall be used to (a) cure the failure of any default by Lender or the Administrative Agents to assert any claim or demand or to enforce any right or remedy against any Borrower under the provisions of this Agreement or any of the other BorrowerLoan Documents or otherwise; (b) pay any and all costs and expenses incurred by the Lender in the enforcement rescission, waiver, amendment or modification of any of its rights under the terms or provisions of this GuarantyAgreement, including without limitation reasonable attorneys’ feesany other Loan Documents or any other agreement; and (c) pay any damage or liability suffered by the Lender, to the extent such arise out failure of any breach Lender to exercise any right or remedy against any Borrower; (d) the invalidity or unenforceability of any Loan Document; (e) the validity, legality or enforceability of this Agreement or any Loan or Letter of Credit or any document or instrument relating thereto or given in connection therewith; or (f) any other circumstance which might otherwise constitute a defense available to or discharge of a Borrower or a guarantor (other than indefeasible payment). The Company further agrees that its agreements hereunder constitute a promise of payment when due and not of collection, and waives any right to require that any resort be had by Guarantor under this Guarantyany Lender to any balance of any deposit account or credit on the books of any Lender in favor of any Borrower or any other Person. The obligations of the Company hereunder shall not be subject to any reduction, including, without limitation, a breach of the responsibilities of Guarantor set forth in Section 7 of this Guaranty and/or a breach of impairment or termination for any representation, warranty or covenant set forth in Section 15 of this Guaranty (collectively, the “Guaranteed Obligations”). If any such cash distributions are used to satisfy any of the Guaranteed Obligations under clause (a) above, then the amount so paid to the Lender by Guarantor shall be deemed to be an unsecured loan to the Borrower in default, payable only from surplus cash (as defined by Program Obligations)reason, and shall not be evidenced solely subject to any defense or setoff, counterclaim, recoupment or termination whatsoever, by a Surplus Cash Note (Form HUD-92223-ORCF reason of the invalidity, illegality or equivalent) with terms and an interest rate approved by HUD in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination unenforceability of a Guaranteed Obligation with respect to a particular the Borrower (a “Partial Release”), if there is a bona fide sale Obligations or assignment by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantor, and such sale or assignment is approved in accordance with Program Obligationsotherwise. Without limiting the generality of the foregoing, the liability of Guarantor shall extend to all amounts which constitute part obligations of the obligations Company hereunder shall not be discharged or impaired or otherwise affected by the failure of a HUD the Administrative Agents or any Lender to assert any claim or demand or to enforce any remedy under this Agreement or under any other Loan Document or any other agreement, by any waiver or modification in respect of any thereof, by any default, failure or delay, wilful or otherwise, in the performance of the Borrower Obligations, or by any other act or omission which may or might in any manner or to any extent vary the risk of the Company or otherwise operate as a discharge of the Company as a matter of law or equity. The Company further agrees that its obligations hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Borrower Obligation is rescinded or must otherwise be restored by the Administrative Agents or any Lender upon the bankruptcy or reorganization of any Borrower or otherwise. In furtherance of the foregoing and would not in limitation of any other right which the Administrative Agents or any Lender may have at law or in equity against the Company by virtue hereof, upon the failure of any Borrower to pay any Borrower Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, the Company hereby promises to and will, upon receipt of written demand by the General Administrative Agent, forthwith pay, or cause to be paid, in cash the amount of such unpaid Borrower Obligation. In the event that, by reason of the bankruptcy of any Borrower (i) acceleration of Loans made to such Borrower is prevented and (ii) the Company shall not have prepaid the outstanding Loans and other amounts due hereunder owed by such Borrower, the Company will forthwith purchase such Loans and other amounts at a Borrower price equal to the principal amount thereof plus accrued interest thereon and any other amounts due hereunder with respect thereto. The Company further agrees that if payment in respect of any Borrower Obligation shall be due in a currency other than Dollars and/or at a place of payment other than New York and if, by reason of any Change in Law, disruption of currency or foreign exchange markets, war or civil disturbance or similar event, payment of such Borrower Obligations in such currency or such place of payment shall be impossible or, in the judgment of any applicable Lender, not consistent with the protection of its rights or interests, then, at the election of any applicable Lender, the Company shall make payment of such Borrower Obligation in Dollars (based upon the applicable Exchange Rate in effect on the date of payment) and/or in New York, and shall indemnify such Lender under against any losses or expenses that it shall sustain as a result of such HUD Loan Document but for alternative payment. Following indefeasible payment in full in cash of all Borrower Obligations and the fact that they are unenforceable or not allowable due termination of the Commitments hereunder, upon payment by the Company of any Borrower Obligations of another Borrower, each Lender shall, in a reasonable manner, assign the amount of such Borrower Obligations owed to it and paid by the Company pursuant to this guarantee to the existence of a bankruptcy, reorganizationCompany, or similar proceeding involving make such disposition thereof as the Company shall direct (all without recourse to any Lender and without any representation or warranty by any Lender except with respect to the amount of the Borrower Obligations so assigned). Upon payment by the Company of any sums as provided above, all rights of the Company against any Borrower arising as a Borrowerresult thereof by way of right of subrogation or otherwise shall in all respects be subordinated and junior in right of payment to the prior indefeasible payment in full of all the Borrower Obligations to the Lenders and termination of the Commitments.

Guaranty. Subject The undersigned, SWISS REINSURANCE COMPANY, a Swiss company (the "Guarantor"), hereby absolutely, unconditionally and irrevocably guaranties the prompt payment as and when due of all present and future obligations of its indirect, wholly-owned subsidiary SWISS RE FINANCIAL PRODUCTS CORPORATION, a company incorporated in the State of Delaware ("THE GUARANTEED SUBSIDIARY") including, without limitation, any obligation in any capacity under, in connection with or ancillary to, contracts of insurance or reinsurance, contracts for borrowed money and other evidences of indebtedness of any party, however characterized, securities transactions, derivative, securitization and alternative risk transfer transactions, any obligation in the nature of credit extension, credit enhancement or contractual support, and any obligation relating to transactions governed by ISDA Master Agreements entered into from time to time by THE GUARANTEED SUBSIDIARY. In the case of transactions governed by ISDA Master Agreements, Guarantor's obligations under this Guaranty may be evidenced by and governed in accordance with the terms of a subguaranty (a "Subguaranty"), substantially in the form attached hereto. This Guaranty constitutes a guaranty of payment when due and not of collection and is not conditional or contingent upon any attempts to collect from, or pursue or exhaust any rights or remedies against, THE GUARANTEED SUBSIDIARY. A demand for payment hereunder may be made in writing addressed to the limitations contained Chief Financial Officer of the Guarantor. Notwithstanding any reference to any obligation of THE GUARANTEED SUBSIDIARY, the Guarantor's obligations under this Guaranty are its absolute and independent obligations as a primary obligor and are in Section 28 particular not dependent in any way on the validity or enforceability of and are not subject to any defense or excuse otherwise available under the guaranteed obligations of THE GUARANTEED SUBSIDIARY (but no payment hereunder shall be required unless the guaranteed obligations are due and payable in accordance with their terms) and the Guaranty thereby constitutes and is intended by the parties to constitute a non-accessory undertaking ("nicht akzessorische Verpflichtung") within the meaning of Art. I I I of the Swiss Code of Obligations ("CO") and not a mere surety ("Burgschaft") within the meaning of Art. 492 et seq. CO. Upon payment by the Guarantor to any beneficiary of the amount due under the Guarantee, the Guarantor shall be subrogated to the rights of the beneficiary against THE GUARANTEED SUBSIDIARY to the extent satisfied by such payment, and the beneficiary will take at the Guarantor's expense such steps as the Guarantor may reasonably request to implement such subrogation. The Guarantor shall not exercise any rights against THE GUARANTEED SUBSIDIARY which it may acquire in consequence of such payment or subrogation unless and until all the obligations of THE GUARANTEED SUBSIDIARY to such beneficiary shall have been paid in full. The Guarantor, and the signatories hereto acting jointly, hereby (i) authorize THE GUARANTEED SUBSIDIARY to deliver copies of this Guaranty, Guarantor hereby unconditionally, absolutely and irrevocably guarantees to the Lender that the cash equivalent of conclusively confirm its applicability to any cash distributions received by, transaction or due to, Guarantor with respect to the Ownership Interests of Guarantor, which cash distribution was received by, or due to, Guarantor within one hundred eighty (180) days of an Event of Default, shall be used to (a) cure any default by any other Borrower; (b) pay any and all costs and expenses incurred by the Lender in the enforcement of any of its rights under this Guaranty, including without limitation reasonable attorneys’ fees; and (c) pay any damage or liability suffered by the Lenderobligation, to the extent such arise out of any breach by Guarantor under this Guarantypersons as it deems necessary or advisable, including, without limitation, any counterparty to any transaction and any rating agency engaged in providing a breach rating of the responsibilities THE GUARANTEED SUBSIDIARY or any of Guarantor set forth in Section 7 of this Guaranty and/or a breach its obligations or of any representation, warranty product offered or covenant set forth in Section 15 of this Guaranty any manner contractually supported by THE GUARANTEED SUBSIDIARY and (collectively, the “Guaranteed Obligations”). If any such cash distributions are used to satisfy any of the Guaranteed Obligations under clause ii) (a) aboveauthorize any one of the Chief Executive Officer, then the amount so paid Chief Financial Officer and the Chief Risk Officer of the Guarantor to execute in the Lender name and on behalf of the Guarantor, in favor of the counterparty to any ISDA Master Agreement entered into by Guarantor shall be deemed to be an unsecured loan to the Borrower in default, payable only from surplus cash (as defined by Program Obligations)THE GUARANTEED SUBSIDIARY, and shall (b) authorize either such Member of the Executive Board or THE GUARANTEED SUBSIDIARY to deliver to such counterparty a Subguaranty issued under this Guaranty. This Guaranty is governed and will be evidenced solely by a Surplus Cash Note (Form HUD-92223-ORCF or equivalent) with terms and an interest rate approved by HUD construed in accordance with Program ObligationsSwiss law. The Lender and HUD Exclusive place of jurisdiction for any legal proceeding hereunder shall consent and agree tobe Zurich, and document, a termination of a Guaranteed Obligation with respect to a particular Borrower (a “Partial Release”), if there is a bona fide sale or assignment by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantor, and such sale or assignment is approved in accordance with Program Obligations. Without limiting the generality of the foregoing, the liability of Guarantor shall extend to all amounts which constitute part of the obligations of a HUD Loan Document and would be owed by a Borrower to the Lender under such HUD Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, or similar proceeding involving a BorrowerSwitzerland.

Guaranty. (a) Each of the Guarantors unconditionally and irrevocably guarantees the due and punctual payment by the Borrower of the Obligations. Each of the Guarantors further agrees that the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and it will remain bound upon this guaranty notwithstanding any extension or renewal of any of the Obligations. The Obligations of the Guarantors shall be joint and several. (b) Each of the Guarantors waives presentation to, demand for payment from and protest to the Borrower or any other Guarantor, and also waives notice of protest for nonpayment. The Obligations of the Guarantors hereunder shall not be affected by (i) the failure of the Administrative Agent or a Lender to assert any claim or demand or to enforce any right or remedy against the Borrower or any other Guarantor under the provisions of this Agreement or any other Loan Document or otherwise; (ii) any extension or renewal of any provision hereof or thereof, (iii) any rescission, waiver, compromise, acceleration, amendment or modification of any of the terms or provisions of any of the Loan Documents; (iv) the release, exchange, waiver or foreclosure of any security held by the Administrative Agent for the Obligations or any of them; (v) the failure of the Administrative Agent or a Lender to exercise any right or remedy against any other Guarantor; or (vi) the release or substitution of the Borrower or any other Guarantor. (c) Each of the Guarantors further agrees that this guaranty constitutes a guaranty of payment when due and not just of collection, and waives any right to require that any resort be had by the Administrative Agent or a Lender to any security held for payment of the Obligations or to any balance of any deposit, account or credit on the books of the Administrative Agent or a Lender in favor of the Borrower or any other Guarantor, or to any other Person. (d) Each of the Guarantors hereby waives any defense that it might have based on a failure to remain informed of the financial condition of the Borrower and of any other Guarantor and any circumstances affecting the ability of the Borrower to perform under this Agreement. (e) Each Guarantor s guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any other instrument evidencing any Obligations, or by the existence, validity, enforceability, perfection, or extent of any collateral therefor or by any other circumstance relating to the Obligations which might otherwise constitute a defense to this Guaranty. Neither of the Agents nor any of the Lenders makes any representation or warranty in respect to any such circumstances or shall have any duty or responsibility whatsoever to any Guarantor in respect of the management and maintenance of the Obligations. (f) Subject to the limitations contained in provisions of Section 28 of this Guaranty7.01, Guarantor hereby unconditionallyupon the Obligations becoming due and payable (by acceleration or otherwise), absolutely and irrevocably guarantees to the Lender that the cash equivalent of any cash distributions received by, or due to, Guarantor with respect to the Ownership Interests of Guarantor, which cash distribution was received by, or due to, Guarantor within one hundred eighty (180) days of an Event of Default, Lenders shall be used entitled to (a) cure any default by any other Borrower; (b) pay any and all costs and expenses incurred immediate payment of such Obligations by the Lender in the enforcement of any of its rights under this Guaranty, including without limitation reasonable attorneys’ fees; and (c) pay any damage or liability suffered Guarantors upon written demand by the Lender, Administrative Agent. without further application to the extent such arise out of any breach by Guarantor under this Guaranty, including, without limitation, a breach or order of the responsibilities of Guarantor set forth in Section 7 of this Guaranty and/or a breach of any representation, warranty or covenant set forth in Section 15 of this Guaranty (collectively, the “Guaranteed Obligations”). If any such cash distributions are used to satisfy any of the Guaranteed Obligations under clause (a) above, then the amount so paid to the Lender by Guarantor shall be deemed to be an unsecured loan to the Borrower in default, payable only from surplus cash (as defined by Program Obligations), and shall be evidenced solely by a Surplus Cash Note (Form HUD-92223-ORCF or equivalent) with terms and an interest rate approved by HUD in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination of a Guaranteed Obligation with respect to a particular Borrower (a “Partial Release”), if there is a bona fide sale or assignment by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantor, and such sale or assignment is approved in accordance with Program Obligations. Without limiting the generality of the foregoing, the liability of Guarantor shall extend to all amounts which constitute part of the obligations of a HUD Loan Document and would be owed by a Borrower to the Lender under such HUD Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, or similar proceeding involving a BorrowerBankruptcy Court.

Guaranty. (a) Subject to Sections 2(b), 2(c) and 2(d) below, Guarantor hereby unconditionally and irrevocably, guarantees to Buyer the limitations contained prompt and complete payment and performance by Seller when due (whether at the stated maturity, by acceleration or otherwise) of the Guaranteed Obligations. (b) Notwithstanding anything herein or in any other Program Document express or implied to the contrary, but subject to clauses (c) and (d) below, the maximum liability of Guarantor hereunder shall in no event exceed twenty-five percent (25%) of the aggregate Purchase Price of the Transactions then outstanding. (c) Notwithstanding the foregoing, the limitation on recourse liability as set forth in clause (b) above SHALL BECOME NULL AND VOID and shall be of no further force and effect and the Guaranteed Obligations immediately shall become full recourse to Guarantor in the event of any of the following: (i) any material breach by Seller of the separateness covenants set forth in Section 28 13 of the Repurchase Agreement, which breach results in substantive consolidation of Seller with any other Person; (ii) a voluntary bankruptcy or insolvency proceeding is commenced by Guarantor, Pledgor or Seller under the Bankruptcy Code or any similar federal or state law; (iii) an involuntary bankruptcy or insolvency proceeding is commenced against Guarantor, Seller or Pledgor under the Bankruptcy Code or any similar federal or state law in connection with which Guarantor, Seller, Pledgor or any Affiliate of any of the foregoing has or have colluded in any way with the creditors in connection with such proceeding. (d) In addition to the foregoing, Guarantor shall be liable for any and all actual out-of-pocket losses, costs, claims, expenses or other liabilities incurred by Buyer arising out of or attributable to the following items: (i) fraud or intentional misrepresentation by Guarantor, Seller, Pledgor or any Affiliate of any of the foregoing in connection with the execution, delivery and performance of this Guaranty, Guarantor hereby unconditionallythe Repurchase Agreement, absolutely and irrevocably guarantees or any of the other Program Documents, or any certificate, report, financial statement or other instrument or document furnished to Buyer at the Lender that time of the cash equivalent closing of the Repurchase Agreement or during the term of the Repurchase Agreement; or (ii) Guarantor, Pledgor, Seller, any Affiliated Originator or any Affiliate of any cash distributions received byof the foregoing seeks to contest, challenge, deny or due torepudiate: (a) the validity of any provision of the Program Documents, Guarantor with respect to (b) any right or remedy of Buyer under any of the Ownership Interests Program Documents, (c) any obligation, covenant, agreement or duty of Guarantor, Pledgor, Seller or any Affiliate of any of the foregoing under any of the Program Documents or (d) any Lien, security interest or control granted under or in connection with the Program Documents, Collateral or any Purchased Asset, excluding, in each case, good faith disputes regarding the terms of the Program Documents. (iii) any Change of Control which cash distribution was received byBuyer does not consent to in writing; (iv) any breach of any representations and warranties made by Guarantor, Seller or Pledgor contained in any Program Document relating to Environmental Laws, or due any indemnity for costs incurred in connection with the violation of any Environmental Law, the correction of any environmental condition, or the removal of any substances, materials, wastes, pollutants or contaminants defined as hazardous or toxic or regulated under any applicable Environmental Law, in each case in any way affecting any Mortgaged Property or any of the Purchased Assets; (v) any Material Modification which Buyer does not consent to in writing; (vi) the misuse, misappropriation or misapplication of any funds related to any of the Program Documents by Guarantor, Pledgor, Seller or any Affiliate of any of the foregoing; and (vii) Seller’s failure to obtain Buyer’s prior written consent to any subordinate financing or voluntary liens in each case that encumber any or all of the Purchased Assets that are not permitted under the Program Documents. (e) Nothing herein shall be deemed to be a waiver of any right which Buyer may have under Section 506(a), 506(b), 1111(b) or any other provision of the Bankruptcy Code to file a claim for the full amount of the indebtedness secured by the Repurchase Agreement or to require that all collateral shall continue to secure all of the indebtedness owing to Buyer in accordance with the Repurchase Agreement or any other Program Documents. (f) Notwithstanding the limitation on recourse liability set forth in clause (b) above, Guarantor further agrees to pay any and all reasonable and documented out-of-pocket expenses (including, without limitation, all reasonable out-of-pocket fees and disbursements of outside counsel) which are actually paid or incurred by Buyer in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Guaranteed Obligations and/or enforcing any rights with respect to, or collecting against, Guarantor within one hundred eighty (180) days under this Guaranty after the occurrence and during the continuance of an Event of Default, shall be used to . (ag) cure any default No payment or payments made by Seller or any other Borrower; (b) pay Person or received or collected by Buyer from Seller or any and all costs and expenses incurred other Person by the Lender in the enforcement virtue of any action or proceeding or any set-off or appropriation or application, at any time or from time to time, in reduction of its rights under this Guaranty, including without limitation reasonable attorneys’ fees; and (c) pay any damage or liability suffered by the Lender, to the extent such arise out of any breach by Guarantor under this Guaranty, including, without limitation, a breach of the responsibilities of Guarantor set forth in Section 7 of this Guaranty and/or a breach of any representation, warranty or covenant set forth in Section 15 of this Guaranty (collectively, the “Guaranteed Obligations”). If any such cash distributions are used to satisfy any payment of the Guaranteed Obligations under clause (a) above, then the amount so paid to the Lender by Guarantor shall be deemed to be an unsecured loan to the Borrower in defaultmodify, payable only from surplus cash (as defined by Program Obligations)reduce, and shall be evidenced solely by a Surplus Cash Note (Form HUD-92223-ORCF release or equivalent) with terms and an interest rate approved by HUD in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination of a Guaranteed Obligation with respect to a particular Borrower (a “Partial Release”), if there is a bona fide sale or assignment by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantor, and such sale or assignment is approved in accordance with Program Obligations. Without limiting the generality of the foregoing, otherwise affect the liability of Guarantor shall extend to all amounts hereunder which constitute part shall, notwithstanding any such payment or payments, remain liable for the amount of the obligations of a HUD Loan Document and would be owed by a Borrower Guaranteed Obligations (subject to the Lender under such HUD Loan Document but for limitations set forth in clause (b) above) until the fact Guaranteed Obligations are paid in full; provided, that they are unenforceable or this provision is not allowable due intended to allow Buyer to recover an amount greater than the amount of the Guaranteed Obligations (subject to the existence of a bankruptcylimitations set forth in clause (b) above). (h) Guarantor agrees that whenever, reorganizationat any time, or similar proceeding involving a Borrowerfrom time to time, Guarantor shall make any payment to Buyer on account of Guarantor’s liability hereunder, Guarantor will notify Buyer in writing that such payment is made under this Guaranty for such purpose.

Guaranty. Subject In order to induce the Lenders to extend credit to the limitations contained in Section 28 of this GuarantyBorrower, Guarantor hereby unconditionally, absolutely the Borrower and irrevocably guarantees to the Lender that the cash equivalent of any cash distributions received by, or due to, Guarantor with respect to the Ownership Interests of Guarantor, which cash distribution was received by, or due to, Guarantor within one hundred eighty (180) days of an Event of Default, shall be used to (a) cure any default by any other Borrower; (b) pay any and all costs and expenses incurred by the Lender in the enforcement of any of its rights under this Guaranty, including without limitation reasonable attorneys’ fees; and (c) pay any damage or liability suffered by the Lender, to the extent such arise out of any breach by Guarantor under this Guaranty, including, without limitation, a breach of the responsibilities of Guarantor set forth in Section 7 of this Guaranty and/or a breach of any representation, warranty or covenant set forth in Section 15 of this Guaranty Holdings (collectively, the “Guaranteed Guaranty Parties”) hereby absolutely and irrevocably and unconditionally guarantees, on a joint and several basis and as a primary obligor and not merely as a surety, the payment when and as due of the Obligations”. Each Guaranty Party further agrees that the due and punctual payment of such Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee hereunder notwithstanding any such extension or renewal of any such Obligation. Each Guaranty Party hereby irrevocably and unconditionally agrees, jointly and severally with the other Guaranty Parties, that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Administrative Agent, the Issuing Bank and the Lenders immediately on demand against any cost, loss or liability they incur as a result of any other Guaranty Party or any of its Affiliates not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Guaranty Party under this Article X on the date when it would have been due (but so that the amount payable by each Guaranty Party under this indemnity will not exceed the amount which it would have had to pay under this Article X if the amount claimed had been recoverable on the basis of a guarantee). If Each Guaranty Party waives presentment to, demand of payment from and protest to any such cash distributions are used to satisfy Guaranty Party of any of the Guaranteed Obligations under clause Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of each Guaranty Party hereunder shall not be affected by (a) the failure of the Administrative Agent, the Issuing Bank or any Lender to assert any claim or demand or to enforce any right or remedy against any Guaranty Party under the provisions of this Agreement, any other Loan Document or otherwise; (b) any extension or renewal of any of the Obligations; (c) any rescission, waiver, amendment or modification of, or release from, any of the terms or provisions of this Agreement, or any other Loan Document or agreement; (d) any default, failure or delay, willful or otherwise, in the performance of any of the Obligations; (e) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Obligations, if any; (f) any change in the corporate, partnership or other existence, structure or ownership of any Guaranty Party or any other guarantor of any of the Obligations; (g) the enforceability or validity of the Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Obligations or any part thereof, or any other invalidity or unenforceability relating to or against any Guaranty Party or any other guarantor of any of the Obligations, for any reason related to this Agreement, any Swap Agreement, any Banking Services Agreement, any other Loan Document, or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by such Guaranty Party or any other guarantor of the Obligations, of any of the Obligations or otherwise affecting any term of any of the Obligations; or (h) any other act, omission or delay to do any other act which may or might in any manner or to any extent vary the risk of such Guaranty Party or otherwise operate as a discharge of a guarantor as a matter of law or equity or which would impair or eliminate any right of such Guaranty Party to subrogation. Each Guaranty Party further agrees that its agreement hereunder constitutes a guarantee of payment when due (whether or not any bankruptcy or similar proceeding shall have stayed the accrual or collection of any of the Obligations or operated as a discharge thereof) and not merely of collection, and waives any right to require that any resort be had by the Administrative Agent, the Issuing Bank or any Lender to any balance of any deposit account or credit on the books of the Administrative Agent, the Issuing Bank or any Lender in favor of any Guaranty Party or any other Person. The obligations of each Guaranty Party hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever, by reason of the invalidity, illegality or unenforceability of any of the Obligations, any impossibility in the performance of any of the Obligations or otherwise. Each Guaranty Party further agrees that its obligations hereunder shall constitute a continuing and irrevocable guarantee of all Obligations now or hereafter existing and shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation (including a payment effected through exercise of a right of setoff) is rescinded, or is or must otherwise be restored or returned by the Administrative Agent, the Issuing Bank or any Lender upon the insolvency, bankruptcy or reorganization of any Guaranty Party or otherwise (including pursuant to any settlement entered into by a holder of Obligations in its discretion). In furtherance of the foregoing and not in limitation of any other right which the Administrative Agent, the Issuing Bank or any Lender may have at law or in equity against any Guaranty Party by virtue hereof, upon the failure of any other Guaranty Party to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guaranty Party hereby promises to and will, upon receipt of written demand by the Administrative Agent, the Issuing Bank or any Lender, forthwith pay, or cause to be paid, to the Administrative Agent, the Issuing Bank or any Lender in cash an amount equal to the unpaid principal amount of the Obligations then due, together with accrued and unpaid interest thereon. Each Guaranty Party further agrees that if payment in respect of any Obligation shall be due in a currency other than Dollars and/or at a place of payment other than New York, Chicago or any other Eurocurrency Payment Office and if, by reason of any Change in Law, disruption of currency or foreign exchange markets, war or civil disturbance or other event, payment of such Obligation in such currency or at such place of payment shall be impossible or, in the reasonable judgment of the Administrative Agent, the Issuing Bank or any Lender, disadvantageous to the Administrative Agent, the Issuing Bank or any Lender in any material respect, then, at the election of the Administrative Agent, such Guaranty Party shall make payment of such Obligation in Dollars (based upon the applicable Equivalent Amount in effect on the date of payment) and/or in New York, Chicago or such other Eurocurrency Payment Office as is designated by the Administrative Agent and, as a separate and independent obligation, shall indemnify the Administrative Agent, the Issuing Bank and any Lender against any losses or reasonable out-of-pocket expenses that it shall sustain as a result of such alternative payment. Upon payment by any Guaranty Party of any sums as provided above, then the amount so paid all rights of such Guaranty Party against any Guaranty Party arising as a result thereof by way of right of subrogation or otherwise shall in all respects be subordinated and junior in right of payment to the Lender prior indefeasible payment in full in cash of all the Obligations owed by such Guaranty Party to the Administrative Agent, the Issuing Bank and the Lenders. Nothing shall discharge or satisfy the liability of any Guaranty Party hereunder except the full performance and payment in cash of the Obligations (other than obligations not yet due and payable under any Swap Agreement or any Banking Services Agreement). Each Guaranty Party that is a Qualified ECP Guarantor (each, a “Qualified Guaranty Party”) hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Article X or the Subsidiary Guaranty, as applicable, in respect of Specified Swap Obligations (provided, however, that each Qualified Guaranty Party shall only be liable under this paragraph for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this paragraph or otherwise under this Article X voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified Guaranty Party under this paragraph shall remain in full force and effect until a discharge of such Qualified Guaranty Party’s obligations under this Article X in accordance with the terms hereof. Each Qualified Guaranty Party intends that this paragraph constitute, and this paragraph shall be deemed to be an unsecured loan to the Borrower in default, payable only from surplus cash (as defined by Program Obligations), and shall be evidenced solely by a Surplus Cash Note (Form HUD-92223-ORCF or equivalent) with terms and an interest rate approved by HUD in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and documentconstitute, a termination “keepwell, support, or other agreement” for the benefit of a Guaranteed Obligation with respect to a particular Borrower (a “Partial Release”), if there is a bona fide sale or assignment by Guarantor each other Loan Party for all purposes of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantor, and such sale or assignment is approved in accordance with Program Obligations. Without limiting the generality Section 1a(18)(A)(v)(II) of the foregoing, the liability of Guarantor shall extend to all amounts which constitute part of the obligations of a HUD Loan Document and would be owed by a Borrower to the Lender under such HUD Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, or similar proceeding involving a BorrowerCommodity Exchange Act.

Guaranty. Subject In order to induce the limitations contained Administrative Agent and the Lenders to enter into this Agreement and to extend credit hereunder and in Section 28 recognition of this Guarantythe direct benefits to be received by Parent from the proceeds of the Loans, Guarantor Parent hereby unconditionally, absolutely agrees with the Guaranteed Creditors as follows: Parent hereby unconditionally and irrevocably guarantees to as primary obligor and not merely as surety the Lender that the cash equivalent full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any cash distributions received by, or due to, Guarantor with respect to the Ownership Interests of Guarantor, which cash distribution was received by, or due to, Guarantor within one hundred eighty (180) days of an Event of Default, shall be used to (a) cure any default by any other Borrower; (b) pay any and all costs of the Guaranteed Obligations of the Borrowers to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of the Borrowers to the Guaranteed Creditors becomes due and payable hereunder, Parent, unconditionally and irrevocably, promises to pay such indebtedness to the Administrative Agent and/or the other Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Lender Administrative Agent and the other Guaranteed Creditors in collecting any of the enforcement Guaranteed Obligations. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of its rights under this Guaranty, including without limitation reasonable attorneys’ fees; and (c) pay any damage or liability suffered by the Lender, to the extent such arise out of any breach by Guarantor under this Guaranty, including, without limitation, a breach of the responsibilities of Guarantor set forth in Section 7 of this Guaranty and/or a breach of any representation, warranty or covenant set forth in Section 15 of this Guaranty (collectively, the “Guaranteed Obligations”). If any such cash distributions are used to satisfy any of the Guaranteed Obligations under clause and any of the aforesaid payees repays all or part of said amount by reason of (ai) aboveany judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including any Borrower), then and in such event Parent agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Parent, notwithstanding any revocation of this Parent Guaranty or other instrument evidencing any liability of any Borrower, and Parent shall be and remain liable to the aforesaid payees hereunder for the amount so paid repaid or recovered to the Lender same extent as if such amount had never originally been received by Guarantor shall be deemed to be an unsecured loan to the Borrower in default, payable only from surplus cash (as defined by Program Obligations), and shall be evidenced solely by a Surplus Cash Note (Form HUD-92223-ORCF or equivalent) with terms and an interest rate approved by HUD in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination of a Guaranteed Obligation with respect to a particular Borrower (a “Partial Release”), if there is a bona fide sale or assignment by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantor, and any such sale or assignment is approved in accordance with Program Obligations. Without limiting the generality of the foregoing, the liability of Guarantor shall extend to all amounts which constitute part of the obligations of a HUD Loan Document and would be owed by a Borrower to the Lender under such HUD Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, or similar proceeding involving a Borrowerpayee.

Guaranty. Subject to the limitations contained in Section 28 of this Guaranty, (a) Each Corporate Guarantor hereby unconditionally, absolutely unconditionally and irrevocably guarantees to the Lender the due and punctual payment by, and performance of, the Obligations (including interest accruing on and after the filing of any petition in bankruptcy or of reorganization of the obligor whether or not post filing interest is allowed in such proceeding). Each Corporate Guarantor further agrees that the cash equivalent Obligations may be extended or renewed, in whole or in part, without notice or further assent from it (except as may be otherwise required herein), and it will remain bound upon this guaranty notwithstanding any extension or renewal of any cash distributions received by, or due Obligation. (b) Each Corporate Guarantor waives presentation to, demand for payment from and protest to, as the case may be, the Credit Parties or any other Corporate Guarantor of any of the Obligations, and also waives notice of protest for nonpayment. The obligations of each Corporate Guarantor hereunder shall not be affected by (i) the failure of the Lender to assert any claim or demand or to enforce any right or remedy against the Borrower, Corporate Guarantor, any Individual Guarantor or any other guarantor under the provisions of this Credit Agreement or any other agreement or otherwise; (ii) any extension or renewal of any provision hereof or thereof; (iii) the failure of the Lender to obtain the consent of the Corporate Guarantor with respect to any rescission, waiver, compromise, acceleration, amendment or modification of any of the Ownership Interests terms or provisions of Guarantorthis Credit Agreement, which cash distribution was received by, the Note or due to, Guarantor within one hundred eighty (180) days of an Event of Default, shall be used to (a) cure any default by any other Borroweragreement; (biv) pay the release, exchange, waiver or foreclosure of any and all costs and expenses incurred security held by the Lender in for the enforcement Obligations or any of them; (v) the failure of the Lender to exercise any right or remedy against any other Corporate Guarantor, any Individual Guarantor or any other guarantor of the Obligations; or (vi) the release or substitution of any of its rights under this GuarantyCorporate Guarantor, including without limitation reasonable attorneys’ fees; and (c) pay any damage Individual Guarantor or liability suffered by the Lender, to the extent such arise out of any breach by Guarantor under this Guaranty, including, without limitation, a breach other guarantor of the responsibilities of Guarantor set forth in Section 7 of this Guaranty and/or a breach of any representation, warranty or covenant set forth in Section 15 of this Guaranty (collectively, the “Guaranteed Obligations”). If any such cash distributions are used to satisfy any of the Guaranteed Obligations under clause (a) above, then the amount so paid to the Lender by Guarantor shall be deemed to be an unsecured loan to the Borrower in default, payable only from surplus cash (as defined by Program Obligations), and shall be evidenced solely by a Surplus Cash Note (Form HUD-92223-ORCF or equivalent) with terms and an interest rate approved by HUD in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination of a Guaranteed Obligation with respect to a particular Borrower (a “Partial Release”), if there is a bona fide sale or assignment by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantor, and such sale or assignment is approved in accordance with Program Obligations. Without limiting the generality of the foregoingforegoing or any other provision hereof, to the extent permitted by applicable law, each Corporate Guarantor hereby expressly waives any and all benefits which might otherwise be available to it under California Civil Code Sections 2799, 2809, 2810, 2815, 2819, 2820, 2821, 2822, 2838, 2839, 2845, 2848, 2849, 2850, 2899 and 3433. (c) Each Corporate Guarantor further agrees that this Guaranty constitutes a guaranty of performance and of payment when due and not just of collection, and waives any right to require that any resort be had by the Lender to any security held for payment of the Obligations or to any balance of any deposit, account or credit on the books of the Lender in favor of the Borrower, any other Corporate Guarantor, any Individual Guarantor or to any other Person. (d) Each Corporate Guarantor hereby expressly assumes all responsibilities to remain informed of the financial condition of the Borrower, the liability of Guarantor shall extend to all amounts which constitute part Corporate Guarantors, the Individual Guarantors and any other guarantors and any circumstances affecting the ability of the obligations of a HUD Loan Document and would be owed by a Borrower to perform under this Credit Agreement. (e) Each Corporate Guarantor's obligations under the guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations, the Note or any other instrument evidencing any Obligations, or by the existence, validity, enforceability, perfection, or extent of any collateral therefor or by any other circumstance relating to the Obligations which might otherwise constitute a defense to this Guaranty. The Lender under makes no representation or warranty with respect to any such HUD Loan Document but circumstances and has no duty or responsibility whatsoever to each Corporate Guarantor in respect to the management and maintenance of the Obligations or any collateral security for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, or similar proceeding involving a BorrowerObligations.

Guaranty. Subject to (a) Each of the limitations contained in Section 28 of this GuarantyGuarantors hereby, Guarantor hereby unconditionallyjointly and severally, absolutely unconditionally and irrevocably irrevocably, guarantees to the Lender that Collateral Agent, for the cash equivalent ratable benefit of any cash distributions received bythe Secured Creditors, or due to, Guarantor with respect and to the Ownership Interests Secured Creditors the prompt and complete payment and performance when due and payable (whether at the stated maturity, by acceleration or otherwise) of Guarantor, which cash distribution was received by, or due to, Guarantor within one hundred eighty (180) days all Obligations of an Event of Default, shall be used to (a) cure any default by any the Borrower and each other Borrower; Credit Party. (b) pay Each Guarantor and each Secured Creditor (by its acceptance of the benefits of this Agreement) hereby confirms that it is its intention that the guaranty made by the Guarantors not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act or any similar Federal or state law. To effectuate the foregoing intention, each Guarantor and each Secured Creditor (by its acceptance of the benefits of this Agreement) hereby irrevocably agrees that the Obligations guaranteed by such Guarantor shall be limited to such amount as will, after giving effect to such maximum amount and all costs other (contingent or otherwise) liabilities of such Guarantor that are relevant under such laws, not constitute a fraudulent transfer or conveyance for purposes of such laws. (c) Each Guarantor agrees that the Obligations guaranteed by it hereunder may at any time and expenses incurred from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guaranty contained in this Article II or affecting the rights and remedies of the Collateral Agent or any other Secured Creditor hereunder. (d) No payment made by the Lender Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Collateral Agent or any other Secured Creditor from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in the enforcement reduction of or in payment of any of its rights under this Guaranty, including without limitation reasonable attorneys’ fees; and (c) pay any damage or liability suffered by the Lender, to the extent such arise out of any breach by Guarantor under this Guaranty, including, without limitation, a breach of the responsibilities of Guarantor set forth in Section 7 of this Guaranty and/or a breach of any representation, warranty or covenant set forth in Section 15 of this Guaranty (collectively, the “Guaranteed Obligations”). If any such cash distributions are used to satisfy any of the Guaranteed Obligations under clause (a) above, then the amount so paid to the Lender by Guarantor shall be deemed to be an unsecured loan modify, reduce, release or otherwise affect the liability of any Guarantor hereunder (other than by, and only to the Borrower extent of, but without prejudice to Section 2.04, reducing the amount of Obligations guaranteed hereunder) which Guarantor shall, notwithstanding any such payment (other than any payment made by such Guarantor in default, payable only respect of the Obligations or any payment received or collected from surplus cash (as defined by Program such Guarantor in respect of any of the Obligations), remain liable for the Obligations guaranteed by it hereunder up to the maximum liability of such Guarantor hereunder until (but subject to Section 2.04 in the case of following clause (i)) the earlier to occur of (i) the first date on which all the Loans and shall be evidenced solely by a Surplus Cash Note all other Obligations then due and owing, are paid in full in cash and the Total Commitment has been terminated or (Form HUD-92223-ORCF or equivalentii) with terms and an interest rate approved by HUD the release of such Guarantor from this Agreement in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination the express provisions of a Guaranteed Obligation with respect to a particular Borrower (a “Partial Release”), if there is a bona fide sale or assignment by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantor, and such sale or assignment is approved in accordance with Program Obligations. Without limiting the generality of the foregoing, the liability of Guarantor shall extend to all amounts which constitute part of the obligations of a HUD Loan Document and would be owed by a Borrower to the Lender under such HUD Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, or similar proceeding involving a BorrowerSection 7.13(b) hereof.

Guaranty. Subject to the limitations contained in Section 28 of this Guaranty, Each Guarantor jointly and severally hereby unconditionally, absolutely unconditionally and irrevocably guarantees to the Lender that the cash equivalent punctual payment when due, whether at stated maturity, by acceleration or otherwise, of any cash distributions received by, or due to, Guarantor with respect to the Ownership Interests all Obligations of Guarantor, which cash distribution was received by, or due to, Guarantor within one hundred eighty (180) days of an Event of Default, shall be used to (a) cure any default by any each other Borrower; (b) pay any and all costs and expenses incurred by the Lender in the enforcement of any of its rights under this Guaranty, including without limitation reasonable attorneys’ fees; and (c) pay any damage or liability suffered by the Lender, to the extent such arise out of any breach by Guarantor under this GuarantyCredit Party, including, without limitation, a breach of Borrower, now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the responsibilities of Guarantor set forth in Section 7 of this Guaranty and/or a breach commencement of any representationproceeding of Borrower or any other Credit Party under any Debtor Relief Laws), warranty fees, commissions, expense reimbursements, indemnifications or covenant set forth in Section 15 of this Guaranty otherwise (collectivelysuch obligations, to the extent not paid by Borrower, the “Guaranteed Obligations”). If any such cash distributions are used to satisfy any of the Guaranteed Obligations under clause (a) above, then the amount so paid to the Lender by Guarantor shall be deemed to be an unsecured loan to the Borrower in default, payable only from surplus cash (as defined by Program Obligations), and shall be evidenced solely agrees to pay any and all costs, fees and expenses (including counsel fees and expenses) incurred by a Surplus Cash Note (Form HUD-92223-ORCF or equivalent) with terms Agent and an interest rate approved by HUD Lenders in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination of a Guaranteed Obligation with respect to a particular Borrower (a “Partial Release”), if there is a bona fide sale or assignment by Guarantor of its Ownership Interests enforcing any rights under the guaranty set forth in a Borrower to a third party which is not an Affiliate of Guarantor, and such sale or assignment is approved in accordance with Program Obligationsthis Article XIV. Without limiting the generality of the foregoing, the each Guarantor’s liability of Guarantor shall extend to all amounts which that constitute part of the obligations of a HUD Loan Document Guaranteed Obligations and would be owed by a Borrower or any other Credit Party to the Lender Agent and Lenders under such HUD any Loan Document Document, but for the fact that they are unenforceable or not allowable due to the existence of any proceeding under any Debtor Relief Laws involving Borrower or any other Credit Party. This guaranty is a bankruptcy, reorganizationguaranty of payment and not of collection. Should a claim be made upon Agent or any Lender at any time for repayment of any amount received by Agent or any Lender in payment of the Obligations, or similar proceeding involving any part thereof, whether received from any Credit Party or received by Agent or any Lender as the proceeds of Collateral, by reason of: (i) any judgment, decree or order of any court or administrative body having jurisdiction over Agent or any Lender or any of their property, or (ii) any settlement or compromise of any such claim effected by Agent or any Lender, in its sole discretion, with the claimant (including a BorrowerCredit Party), each Guarantor shall remain liable to Agent or any such Lender for the amount so repaid to the same extent as if such amount had never originally been received by Agent or any such Lender, notwithstanding any termination hereof or the cancellation of any note or other instrument evidencing any of the Obligations.

Guaranty. Subject to the limitations contained in Section 28 of this Guaranty, (a) Each Guarantor hereby unconditionally, absolutely unconditionally and irrevocably guarantees to the Lender Administrative Agent, the Issuing Bank and the Lenders the due and punctual payment by, and performance of, the Obligations (including interest accruing on and after the filing of any petition in bankruptcy or of reorganization of the obligor whether or not post filing interest is allowed in such proceeding). Each Guarantor further agrees that the cash equivalent Obligations may be increased, extended or renewed, in whole or in part, without notice or further assent from it (except as may be otherwise required herein), and it will remain bound upon this Guaranty notwithstanding any extension or renewal of any cash distributions received by, or due Obligation. (b) Each Guarantor waives presentation to, demand for payment from and protest to, as the case may be, any Credit Party or any other guarantor of any of the Obligations, and also waives notice of protest for nonpayment, notice of acceleration and notice of intent to accelerate. The obligations of each Guarantor hereunder shall not be affected by (i) the failure of the Administrative Agent, the Issuing Bank or the Lenders to assert any claim or demand or to enforce any right or remedy against the Borrower or any Guarantor or any other guarantor under the provisions of this Credit Agreement or any other agreement or otherwise; (ii) any extension or renewal of any provision hereof or thereof; (iii) the failure of the Administrative Agent, the Issuing Bank or the Lenders to obtain the consent the Guarantor with respect to any rescission, waiver, compromise, acceleration, amendment or modification of any of the Ownership Interests terms or provisions of this Credit Agreement, the Notes or of any other agreement; (iv) the release, exchange, waiver or foreclosure of any security held by the Administrative Agent for the Obligations or any of them; (v) the failure of the Administrative Agent, the Issuing Bank or the Lenders to exercise any right or remedy against any other Guarantor or any other guarantor of the Obligations; or (vi) the release or substitution of any Guarantor or any other guarantor of the Obligations. (c) Each Guarantor further agrees that this Guaranty constitutes a guaranty of performance and of payment when due and not just of collection, and waives any right to require that any resort be had by the Administrative Agent, the Issuing Bank or any Lender to any security held for payment of the Obligations or to any balance of any deposit, account or credit on the books of the Administrative Agent, the Issuing Bank or any Lender in favor of the Borrower, or any Guarantor, which cash distribution was received byor to any other Person. (d) Each Guarantor hereby expressly assumes all responsibilities to remain informed of the financial condition of the Borrower, the Guarantors and any other guarantors of the Obligations and any circumstances affecting the Collateral or the Pledged Securities or the ability of the Borrower to perform under this Credit Agreement. (e) Each Guarantor’s obligations under the Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations, the Notes or any other instrument evidencing any Obligations, or due toby the existence, Guarantor within one hundred eighty (180) days validity, enforceability, perfection, or extent of an Event of Default, shall be used to (a) cure any default collateral therefor or by any other Borrower; (b) pay any and all costs and expenses incurred by circumstance relating to the Lender in the enforcement of any of its rights under Obligations which might otherwise constitute a defense to this Guaranty, including without limitation reasonable attorneys’ fees; and (c) pay any damage or liability suffered by the Lender, to the extent such arise out of any breach by Guarantor under this Guaranty, including, without limitation, a breach of the responsibilities of Guarantor set forth in Section 7 of this Guaranty and/or a breach of any representation, warranty or covenant set forth in Section 15 of this Guaranty (collectively. The Administrative Agent, the “Guaranteed Obligations”). If any such cash distributions are used to satisfy any of Issuing Bank and the Guaranteed Obligations under clause (a) above, then the amount so paid to the Lender by Guarantor shall be deemed to be an unsecured loan to the Borrower in default, payable only from surplus cash (as defined by Program Obligations), and shall be evidenced solely by a Surplus Cash Note (Form HUD-92223-ORCF Lenders make no representation or equivalent) with terms and an interest rate approved by HUD in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination of a Guaranteed Obligation warranty with respect to a particular Borrower (a “Partial Release”), if there is a bona fide sale any such circumstances and have no duty or assignment by responsibility whatsoever to any Guarantor of its Ownership Interests in a Borrower respect to a third party which is not an Affiliate of Guarantor, the management and such sale or assignment is approved in accordance with Program Obligations. Without limiting the generality maintenance of the foregoing, the liability of Guarantor shall extend to all amounts which constitute part of the obligations of a HUD Loan Document and would be owed by a Borrower to the Lender under such HUD Loan Document but Obligations or any collateral security for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, or similar proceeding involving a BorrowerObligations.

Guaranty. Subject In order to induce the limitations contained Administrative Agent, the Collateral Agent, the Issuing Lender and the Lenders to enter into this Agreement and to extend credit hereunder, and to induce the other Guaranteed Creditors to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in Section 28 recognition of this Guarantythe direct benefits to be received by Holdings from the proceeds of the Loans, Guarantor the issuance of the Letters of Credit and the entering into of such Interest Rate Protection Agreements or Other Hedging Agreements, Holdings hereby unconditionally, absolutely agrees with the Guaranteed Creditors as follows: Holdings hereby unconditionally and irrevocably guarantees to as primary obligor and not merely as surety the Lender that the cash equivalent full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any cash distributions received by, or due to, Guarantor with respect to the Ownership Interests of Guarantor, which cash distribution was received by, or due to, Guarantor within one hundred eighty (180) days of an Event of Default, shall be used to (a) cure any default by any other Borrower; (b) pay any and all costs of the Guaranteed Obligations of the Borrower to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of the Borrower to the Guaranteed Creditors becomes due and payable hereunder, Holdings unconditionally and irrevocably promises to pay such indebtedness to the Administrative Agent and/or the other Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Lender Administrative Agent or the other Guaranteed Creditors in -100- 107 collecting any of the enforcement Guaranteed Obligations. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of its rights under this Guaranty, including without limitation reasonable attorneys’ fees; and (c) pay any damage or liability suffered by the Lender, to the extent such arise out of any breach by Guarantor under this Guaranty, including, without limitation, a breach of the responsibilities of Guarantor set forth in Section 7 of this Guaranty and/or a breach of any representation, warranty or covenant set forth in Section 15 of this Guaranty (collectively, the “Guaranteed Obligations”). If any such cash distributions are used to satisfy any of the Guaranteed Obligations under clause and any of the aforesaid payees repays all or part of said amount by reason of (ai) aboveany judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Guaranty or other instrument evidencing any liability of the Borrower, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so paid repaid or recovered to the Lender same extent as if such amount had never originally been received by Guarantor shall be deemed to be an unsecured loan to the Borrower in default, payable only from surplus cash (as defined by Program Obligations), and shall be evidenced solely by a Surplus Cash Note (Form HUD-92223-ORCF or equivalent) with terms and an interest rate approved by HUD in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination of a Guaranteed Obligation with respect to a particular Borrower (a “Partial Release”), if there is a bona fide sale or assignment by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantor, and any such sale or assignment is approved in accordance with Program Obligations. Without limiting the generality of the foregoing, the liability of Guarantor shall extend to all amounts which constitute part of the obligations of a HUD Loan Document and would be owed by a Borrower to the Lender under such HUD Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, or similar proceeding involving a Borrowerpayee.

Guaranty. Subject In order to induce each Agent, the limitations contained Collateral Agent, any Issuing Bank and the Banks to enter into this Agreement and to extend credit hereunder, and to induce the other Guaranteed Creditors to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in Section 28 recognition of this Guarantythe direct benefits to be received by Holdings from the proceeds of the Loans, Guarantor the issuance of the Letters of Credit and the entering into of such Interest Rate Protection Agreements or Other Hedging Agreements, Holdings hereby unconditionally, absolutely agrees with the Guaranteed Creditors as follows: Holdings hereby unconditionally and irrevocably guarantees to as primary obligor and not merely as surety the Lender that the cash equivalent full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any cash distributions received by, or due to, Guarantor with respect to the Ownership Interests of Guarantor, which cash distribution was received by, or due to, Guarantor within one hundred eighty (180) days of an Event of Default, shall be used to (a) cure any default by any other Borrower; (b) pay any and all costs of the Guaranteed Obligations of the Borrower to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of the Borrower to the Guaranteed Creditors becomes due and payable hereunder, Holdings unconditionally promises to pay such indebtedness to the Administrative Agent and/or the other Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Lender Administrative Agent or the other Guaranteed Creditors in collecting any of the enforcement Guaranteed Obligations. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of its rights under this Guaranty, including without limitation reasonable attorneys’ fees; and (c) pay any damage or liability suffered by the Lender, to the extent such arise out of any breach by Guarantor under this Guaranty, including, without limitation, a breach of the responsibilities of Guarantor set forth in Section 7 of this Guaranty and/or a breach of any representation, warranty or covenant set forth in Section 15 of this Guaranty (collectively, the “Guaranteed Obligations”). If any such cash distributions are used to satisfy any of the Guaranteed Obligations under clause and any of the aforesaid payees repays all or part of said amount by reason of (ai) aboveany judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Guaranty or other instrument evidencing any liability of the Borrower, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so paid repaid or recovered to the Lender same extent as if such amount had never originally been received by Guarantor shall be deemed to be an unsecured loan to the Borrower in default, payable only from surplus cash (as defined by Program Obligations), and shall be evidenced solely by a Surplus Cash Note (Form HUD-92223-ORCF or equivalent) with terms and an interest rate approved by HUD in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination of a Guaranteed Obligation with respect to a particular Borrower (a “Partial Release”), if there is a bona fide sale or assignment by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantor, and any such sale or assignment is approved in accordance with Program Obligations. Without limiting the generality of the foregoing, the liability of Guarantor shall extend to all amounts which constitute part of the obligations of a HUD Loan Document and would be owed by a Borrower to the Lender under such HUD Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, or similar proceeding involving a Borrowerpayee.

Guaranty. Subject Except as otherwise provided for herein, the obligations of each U.S. Loan Guarantor hereunder are unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reason (other than the limitations contained payment in Section 28 full in cash of this Guarantythe Guaranteed Obligations), Guarantor hereby unconditionallyincluding: (i) any claim of waiver, absolutely and irrevocably guarantees to the Lender that the cash equivalent release, extension, renewal, settlement, surrender, alteration, or compromise of any cash distributions received byof the Guaranteed Obligations, by operation of law or otherwise; (ii) any change in the corporate existence, structure or ownership of any Borrower or any other guarantor of or other Person liable for any of the Guaranteed Obligations; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Obligated Party, or due totheir assets or any resulting release or discharge of any obligation of any Obligated Party; (iv) the existence of any claim, setoff or other rights which any U.S. Loan Guarantor with respect to the Ownership Interests of Guarantormay have at any time against any Obligated Party, which cash distribution was received byany Lender Party, or due to, Guarantor within one hundred eighty (180) days of an Event of Default, shall be used to (a) cure any default by any other BorrowerPerson, whether in connection herewith or in any unrelated transactions; or (v) any law or regulation of any jurisdiction or any other event affecting any term of a guaranteed obligation. (b) pay The obligations of each U.S. Loan Guarantor hereunder are not subject to any and all costs and expenses incurred defense or setoff, counterclaim, recoupment, or termination whatsoever by the Lender in the enforcement of any of its rights under this Guaranty, including without limitation reasonable attorneys’ fees; and (c) pay any damage or liability suffered by the Lender, to the extent such arise out of any breach by Guarantor under this Guaranty, including, without limitation, a breach reason of the responsibilities invalidity, illegality, or unenforceability of Guarantor set forth in Section 7 of this Guaranty and/or a breach of any representation, warranty or covenant set forth in Section 15 of this Guaranty (collectively, the “Guaranteed Obligations”). If any such cash distributions are used to satisfy any of the Guaranteed Obligations under clause or otherwise, or any Requirement of Law or regulation purporting to prohibit payment by any Obligated Party, of the Guaranteed Obligations or any part thereof. (ac) aboveFurther, then the amount so paid obligations of any U.S. Loan Guarantor hereunder are not discharged or impaired or otherwise affected by: (i) the failure of any Lender Party to the Lender by Guarantor shall be deemed assert any claim or demand or to be an unsecured loan to the Borrower in default, payable only from surplus cash (as defined by Program Obligations), and shall be evidenced solely by a Surplus Cash Note (Form HUD-92223-ORCF or equivalent) with terms and an interest rate approved by HUD in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination of a Guaranteed Obligation enforce any remedy with respect to a particular Borrower (a “Partial Release”), if there is a bona fide sale all or assignment by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantor, and such sale or assignment is approved in accordance with Program Obligations. Without limiting the generality of the foregoing, the liability of Guarantor shall extend to all amounts which constitute any part of the Guaranteed Obligations; (ii) any waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed Obligations; (iii) any release, non-perfection, or invalidity of any indirect or direct security for the obligations of a HUD Loan Document and would be owed any Borrower for all or any part of the Guaranteed Obligations or any obligations of any other guarantor of or other Person liable for any of the Guaranteed Obligations; (iv) any action or failure to act by a Borrower any Lender Party with respect to any collateral securing any part of the Lender under such HUD Loan Document but for Guaranteed Obligations; or (v) any default, failure or delay, willful or otherwise, in the fact that they are unenforceable payment or not allowable due to performance of any of the existence of a bankruptcy, reorganizationGuaranteed Obligations, or similar proceeding involving a Borrower.any other circumstance, act, omission or delay that might in any manner or to any 176

Guaranty. Subject to the limitations contained in Section 28 of this GuarantyANY GUARANTY OF ANY OBLIGATIONS TERMINATES OR CEASES FOR ANY REASON TO BE IN FULL FORCE AND EFFECT; (B) ANY GUARANTOR DOES NOT PERFORM ANY OBLIGATION OR COVENANT UNDER ANY GUARANTY OF THE OBLIGATIONS; OR (C) ANY CIRCUMSTANCE DESCRIBED IN SECTIONS 8.3, Guarantor hereby unconditionally8.4, absolutely 8.5, 8.7, OR 8.8 OCCURS WITH RESPECT TO ANY GUARANTOR. BANK'S RIGHTS AND REMEDIES Rights and irrevocably guarantees to the Lender that the cash equivalent of any cash distributions received byRemedies. WHILE AN EVENT OF DEFAULT OCCURS AND CONTINUES BANK MAY, or WITHOUT NOTICE OR DEMAND, DO ANY OR ALL OF THE FOLLOWING: declare all Obligations immediately due to, Guarantor with respect to the Ownership Interests of Guarantor, which cash distribution was received by, or due to, Guarantor within one hundred eighty and payable (180) days of but if an Event of Default, shall be used to (a) cure Default described in Section 8.5 occurs all Obligations are immediately due and payable without any default action by Bank); stop advancing money or extending credit for Borrower's benefit under this Agreement or under any other agreement between any Borrower and Bank; demand that any Borrower (i) deposits cash with Bank in an amount equal to the aggregate amount of any Letters of Credit remaining undrawn, as collateral security for the repayment of any future drawings under such Letters of Credit, and such Borrower shall forthwith deposit and pay such amounts, and (ii) pay in advance all Letter of Credit fees scheduled to be paid or payable over the remaining term of any Letters of Credit; terminate any FX Contracts; settle or adjust disputes and claims directly with Account Debtors for amounts on terms and in any order that Bank considers advisable in its good faith business judgment, notify any Person owing any Borrower money of Bank's security interest in such funds, and verify the amount of such account; make any payments and do any acts it considers necessary or reasonable to protect the Collateral and/or its security interest in the Collateral. Each Borrower shall assemble the Collateral if Bank requests and make it available as Bank designates. Bank may enter premises where the Collateral is located, take and maintain possession of any part of the Collateral, and pay, purchase, contest, or compromise any Lien which appears to be prior or superior to its security interest and pay all expenses incurred. Each Borrower grants Bank a license to enter and occupy any of its premises, without charge, to exercise any of Bank's rights or remedies; apply to the Obligations any (i) balances and deposits of any Borrower it holds, or (ii) any amount held by Bank owing to or for the credit or the account of any Borrower; (b) pay any ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and all costs and expenses incurred by sell the Lender in the enforcement Collateral. Bank is hereby granted a non-exclusive, royalty-free license or other right to use, without charge, each Borrower's labels, patents, copyrights, mask works, rights of use of any name, trade secrets, trade names, trademarks, service marks, and advertising matter, or any similar property as it pertains to the Collateral, in completing production of, advertising for sale, and selling any Collateral and, in connection with Bank's exercise of its rights under this GuarantySection, each Borrower's rights under all licenses and all franchise agreements inure to Bank's benefit; place a "hold" on any account maintained with Bank and/or deliver a notice of exclusive control, any entitlement order, or other directions or instructions pursuant to any Control Agreement or similar agreements providing control of any Collateral; demand and receive possession of each Borrower's Books; and exercise all rights and remedies available to Bank under the Loan Documents or at law or equity, including without limitation reasonable attorneys’ fees; and all remedies provided under the Code (c) pay any damage or liability suffered by including disposal of the Lender, Collateral pursuant to the extent such arise out of any breach by Guarantor under this Guaranty, including, without limitation, a breach of the responsibilities of Guarantor set forth in Section 7 of this Guaranty and/or a breach of any representation, warranty or covenant set forth in Section 15 of this Guaranty (collectively, the “Guaranteed Obligations”terms thereof). If any such cash distributions are used to satisfy any of the Guaranteed Obligations under clause (a) above, then the amount so paid to the Lender by Guarantor shall be deemed to be an unsecured loan to the Borrower in default, payable only from surplus cash (as defined by Program Obligations), and shall be evidenced solely by a Surplus Cash Note (Form HUD-92223-ORCF or equivalent) with terms and an interest rate approved by HUD in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination of a Guaranteed Obligation with respect to a particular Borrower (a “Partial Release”), if there is a bona fide sale or assignment by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantor, and such sale or assignment is approved in accordance with Program Obligations. Without limiting the generality of the foregoing, the liability of Guarantor shall extend to all amounts which constitute part of the obligations of a HUD Loan Document and would be owed by a Borrower to the Lender under such HUD Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, or similar proceeding involving a Borrower.

Guaranty. Subject to the limitations contained each guaranty agreement now or hereafter executed by a Guarantor in Section 28 favor of this Guaranty, Guarantor hereby unconditionally, absolutely and irrevocably guarantees to the Lender that the cash equivalent of any cash distributions received by, or due to, Guarantor Agent with respect to any of the Ownership Interests Obligations, including each Canadian Obligor Guarantee. Hedging Agreement — any interest rate protection agreement, foreign currency exchange agreement, forward contract, currency swap agreement, commodity price protection agreement or other interest or currency exchange rate or commodity price hedging arrangement. Impermissible Qualification — any qualification or exception to the opinion or certification of Guarantorany independent public accountant as to any financial statement of Borrowers which (i) is of a “going concern” or similar nature, which cash distribution was received by(ii) relates to the limited scope of examination of matters relevant to such financial statements, or due to(iii) relates to the treatment or classification of any item in such financial statement in which, Guarantor within one hundred eighty (180) days a condition to its removal, would require an adjustment to such item the effect of which would be to cause the occurrence of an Event of Default. Increase Effective Date — as defined in Section 2.1.6(ii) of this Agreement. Indemnified Amount — in the case of Agent Indemnitees, shall be used the amount of any loss, cost, expenses or damages suffered or incurred by Agent Indemnitees and against which Lenders or any Obligor have agreed to (a) cure indemnify Agent Indemnitees pursuant to the terms of this Agreement or any default of the other Loan Documents; in the case of Lender Indemnitees, the amount of any loss, cost, expenses or damages suffered or incurred by Lender Indemnitees and against which Lenders or any Obligor have agreed to indemnify Lender Indemnitees pursuant to the terms of this Agreement or any of the other BorrowerLoan Documents; (b) pay and, in the case of BofA Indemnitees, the amount of any loss, cost, expenses or damages suffered or incurred by BofA Indemnitees and against which Lenders or any Obligor have agreed to indemnify BofA Indemnitees pursuant to the terms of this Agreement or any of the other Loan Documents. Indemnified Claim — any and all costs claims, demands, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, awards, remedial response costs, expenses or disbursements of any kind or nature whatsoever (including reasonable attorneys’, accountants’, consultants’ or paralegals’ fees and expenses expenses), whether arising under or in connection with the Loan Documents, any Applicable Law (including any Environmental Laws) or otherwise, that may now or hereafter be suffered or incurred by the Lender any Indemnitee (whether suffered or incurred in the enforcement or as a result of any investigation, litigation, arbitration or other judicial or non-judicial proceeding or any appeals related thereto) and that is covered by an indemnity of its rights an Obligor under this Guaranty, including without limitation reasonable attorneys’ fees; and (c) pay any damage or liability suffered by the Lender, to the extent such arise out of any breach by Guarantor under this Guaranty, including, without limitation, a breach of the responsibilities of Guarantor set forth in Section 7 of this Guaranty and/or a breach of any representation, warranty or covenant set forth in Section 15 of this Guaranty (collectively, the “Guaranteed Obligations”). If any such cash distributions are used to satisfy any of the Guaranteed Obligations Loan Documents. Indemnitees — the Agent Indemnitees, the Lender Indemnitees and the BofA Indemnitees. Indenture — the Indenture, among MasTec, its Subsidiaries and the trustee named thereunder, as Trustee, governing the Senior Notes. Initial Lenders — BofA, GECC and PNC Bank, National Association, each in its capacity as a “Lender” under clause this Agreement on the Closing Date. Insolvency Proceeding — any action, case or proceeding commenced by or against a Person under any state, provincial, federal or foreign law, or any agreement of such Person, for (ai) abovethe entry of an order for relief under any chapter or section of the Bankruptcy Code, then the amount so paid Bankruptcy and Insolvency Act of Canada, the Companies’ Creditors Arrangement Act of Canada, or under any other bankruptcy , insolvency or debt adjustment (whether state, provincial, federal or foreign), (ii) the appointment of a receiver (or administrative receiver), interim receiver, assignee, trustee, liquidator administrator, conservator sequestrator, monitor or other custodian for such Person or any part of its Property, (iii) an assignment or trust mortgage for the benefit of creditors of such Person, or (iv) the liquidation, dissolution or winding up of the affairs of such Person. Instrument — shall have the meaning given to the Lender by Guarantor shall be deemed to be an unsecured loan to term “instrument” in the Borrower in default, payable only from surplus cash (as defined by Program Obligations), and shall be evidenced solely by a Surplus Cash Note (Form HUD-92223-ORCF or equivalent) with terms and an interest rate approved by HUD in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination of a Guaranteed Obligation with respect to a particular Borrower (a “Partial Release”), if there is a bona fide sale or assignment by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantor, and such sale or assignment is approved in accordance with Program Obligations. Without limiting the generality of the foregoing, the liability of Guarantor shall extend to all amounts which constitute part of the obligations of a HUD Loan Document and would be owed by a Borrower to the Lender under such HUD Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, or similar proceeding involving a BorrowerUCC.

Guaranty. Subject to (a) Each of the limitations contained in Section 28 of this Guaranty, Guarantor hereby unconditionally, absolutely Borrowers unconditionally and irrevocably guarantees to the Lender that the cash equivalent of any cash distributions received by, or due to, Guarantor with respect to the Ownership Interests of Guarantor, which cash distribution was received by, or due to, Guarantor within one hundred eighty (180) days of an Event of Default, shall be used to (a) cure any default by any other Borrower; (b) pay any and all costs punctual payment and expenses incurred performance by the Lender Foreign Subsidiaries under any Letters of Credit issued for the account thereof (collectively the "Guaranteed Obligations"). The Borrowers further agree that ---------------------- the Guaranteed Obligations may be extended or renewed, in the enforcement of any of its rights under this Guaranty, including without limitation reasonable attorneys’ fees; and (c) pay any damage whole or liability suffered by the Lender, to the extent such arise out of any breach by Guarantor under this Guaranty, includingin part, without limitationnotice to or further assent from them, a breach and they will remain bound upon this guaranty notwithstanding any extension or renewal of the responsibilities of Guarantor set forth in Section 7 of this Guaranty and/or a breach of any representation, warranty or covenant set forth in Section 15 of this Guaranty (collectively, the “Guaranteed Obligations”). If any such cash distributions are used to satisfy any of the Guaranteed Obligations under clause Obligations. (ab) aboveEach of the Borrowers waives presentation to, then the amount so paid demand for payment from and protest to the Foreign Subsidiaries or the Borrowers, and also waives notice of protest for nonpayment. The Obligations of the Borrowers, as guarantors of the Guaranteed Obligations hereunder, shall not be affected by (i) the failure of the Administrative Agent or a Lender to assert any claim or demand or to enforce any right or remedy against the Foreign Subsidiaries or the Borrowers under the provisions of this Agreement or any other Loan Document or otherwise; (ii) any extension or renewal of any provision hereof or thereof; (iii) any rescission, waiver, compromise, acceleration, amendment or modification of any of the terms or provisions of any of the Loan Documents; (iv) the release, exchange, waiver or foreclosure of any security held by Guarantor the Administrative Agent for the Guaranteed Obligations or any of them; (v) the failure of the Administrative Agent or a Lender to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (vi) the release or substitution of any other guarantor of the Guaranteed Obligations. (c) The Borrowers further agree that this guaranty constitutes a guaranty of performance and of payment when due and not just of collection, and waives any right to require that any resort be had by the Administrative Agent or a Lender to any security held for payment of the Guaranteed Obligations or to any balance of any deposit, account or credit on the books of the Administrative Agent or a Lender in favor of any Foreign Subsidiary or the Borrowers, or to any other Person. (d) The Borrowers hereby waive any defense that they might have based on a failure to remain informed of the financial condition of the Foreign Subsidiaries and any of the other Borrowers and any circumstances affecting the ability of the Foreign Subsidiaries or the Borrowers to perform under this Agreement. (e) The Borrowers' guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any other instrument evidencing any Obligations, or by the existence, validity, enforceability, perfection, or extent of any collateral therefor or by any other circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to this guaranty. Neither the Administrative Agent nor any of the Lenders makes any representation or warranty in respect to any such circumstances or shall have any duty or responsibility whatsoever to the Borrowers in respect of the management and maintenance of the Guaranteed Obligations. (f) Subject to the provisions of Section 7.1, upon any of the ----------- Guaranteed Obligations becoming due and payable (by acceleration or otherwise), the Lenders shall be deemed entitled to be an unsecured loan immediate payment of such Guaranteed Obligations by the Borrowers upon written demand by the Administrative Agent, without further application to the Borrower in default, payable only from surplus cash (as defined by Program Obligations), and shall be evidenced solely by a Surplus Cash Note (Form HUD-92223-ORCF or equivalent) with terms and an interest rate approved by HUD in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination of a Guaranteed Obligation with respect to a particular Borrower (a “Partial Release”), if there is a bona fide sale or assignment by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantor, and such sale or assignment is approved in accordance with Program Obligations. Without limiting the generality order of the foregoing, the liability of Guarantor shall extend to all amounts which constitute part of the obligations of a HUD Loan Document and would be owed by a Borrower to the Lender under such HUD Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, or similar proceeding involving a BorrowerBankruptcy Court.

Guaranty. Subject Each of the Guarantors hereby jointly and severally absolutely and unconditionally guarantees prompt payment when due, whether at stated maturity, by acceleration, or otherwise, of, and the performance of, the Guarantied Obligations. Upon failure of the Borrower to pay any of the Guarantied Obligations when due (whether at stated maturity, by acceleration or otherwise), Guarantors hereby further jointly and severally agree to promptly pay the same to the limitations contained in Section 28 Lender, without any other demand or notice whatsoever, including without limitation, any notice having been given to any Guarantor of either the acceptance of this GuarantyGuaranty or the creation or incurrence of any of the Guarantied Obligations. This Guaranty is an absolute guaranty of payment and performance of the Guarantied Obligations and not merely a guaranty of collection, Guarantor hereby unconditionallymeaning that it is not necessary for the Lender, absolutely and irrevocably guarantees in order to enforce payment by Guarantors, first or contemporaneously to accelerate payment of any of the Guarantied Obligations or to institute suit or exhaust any rights against any Loan Party or any other Person. Notwithstanding anything herein or in any other Loan Document to the Lender that contrary, in any action or proceeding involving any state corporate or other business entity law, or any state or federal bankruptcy, insolvency, reorganization or other law affecting the cash equivalent rights of creditors generally (including any Debtor Relief Law), if, as a result of Fraudulent Transfer laws, the obligations of any cash distributions received byGuarantor under this Section 2 would otherwise, or due to, Guarantor with respect to the Ownership Interests of Guarantor, which cash distribution was received by, or due to, Guarantor within one hundred eighty (180) days of an Event of Default, shall be used after giving effect to (a) cure all other liabilities of such Guarantor, contingent or otherwise, that are relevant under Fraudulent Transfer laws (specifically excluding, however, any default liabilities of the Guarantor in respect of intercompany indebtedness to the Borrower or any Subsidiary to the extent that such indebtedness would be discharged in an amount equal to the amount paid by any other Borrower; the Guarantor hereunder) and (b) pay any and all costs and expenses incurred by the Lender in value as assets of such Guarantor (as determined under the enforcement applicable provisions of Fraudulent Transfer laws) of any rights to subrogation, contribution, reimbursement, indemnity or similar rights held by such Guarantor pursuant to (i) applicable law, (ii) Section 17 hereof or (iii) any agreement providing for rights of subrogation, reimbursement or contribution in favor of such Guarantor, or for an equitable allocation among such Guarantor, any other Loan Party, or Subsidiaries or Affiliates of the Borrower, and any other Person of obligations arising under guaranties by such Persons, be held or determined to be void, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its rights liability under this Guaranty, including without limitation reasonable attorneys’ fees; and (c) pay any damage or liability suffered by the Lender, to the extent such arise out of any breach by Guarantor under this Guaranty, including, without limitation, a breach of the responsibilities of Guarantor set forth in Section 7 of this Guaranty and/or a breach of any representation, warranty or covenant set forth in Section 15 of this Guaranty (collectively, the “Guaranteed Obligations”). If any such cash distributions are used to satisfy any of the Guaranteed Obligations under clause (a) above2, then the amount so paid of such liability shall, without any further action by such Guarantor, the Lender or any other Person, be automatically limited and reduced to the highest amount that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding. Each Guarantor agrees that it is directly and primarily liable for all of the Guarantied Obligations, and that its obligations under this Guaranty are joint and several with the Borrower and with each of the other Guarantors. The Lender by may require payment or performance from any or all of the Guarantors of, and each Guarantor shall be deemed obligated to be an unsecured loan to the Borrower in defaultpay and perform, payable only from surplus cash (as defined by Program Obligations), and shall be evidenced solely by a Surplus Cash Note (Form HUD-92223-ORCF or equivalent) with terms and an interest rate approved by HUD in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination of a Guaranteed Obligation with respect to a particular Borrower (a “Partial Release”), if there is a bona fide sale or assignment by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantor, and such sale or assignment is approved in accordance with Program Obligations. Without limiting the generality all of the foregoingGuarantied Obligations, the liability of Guarantor shall extend to all whether in whole or in part, at such times and in such amounts which constitute part of the obligations of a HUD Loan Document and would be owed by a Borrower to proportions as the Lender under such HUD Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, or similar proceeding involving a Borrowermay determine in their sole discretion.

Guaranty. Subject to the limitations contained in Section 28 provisions of this GuarantyArticle X, each Guarantor hereby unconditionallyfully, absolutely unconditionally and irrevocably guarantees to the Lender that the cash equivalent of any cash distributions received byguarantees, or due toas primary obligor and not merely as surety, Guarantor jointly and severally with respect to the Ownership Interests of each other Guarantor, which cash distribution was received by, or due to, Guarantor within one hundred eighty (180) days to each Holder of an Event of Default, shall be used to (a) cure any default by any other Borrower; (b) pay any and all costs and expenses incurred by the Lender in the enforcement of any of its rights under this Guaranty, including without limitation reasonable attorneys’ fees; and (c) pay any damage or liability suffered by the LenderSecurities, to the extent lawful, and the Trustee the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the Guaranteed Obligations. Each Guarantor agrees that the Guaranteed Obligations will rank equally in right of payment with other Indebtedness of such arise out Guarantor, except to the extent such other Indebtedness is subordinate to the Guaranteed Obligations. Each Guarantor further agrees (to the extent permitted by law) that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, and that it will remain bound under this Article X notwithstanding any extension or renewal of any breach by Guaranteed Obligation. Each Guarantor under this Guarantywaives presentation to, including, without limitation, a breach demand of payment from and protest to the responsibilities Issuers of Guarantor set forth in Section 7 of this Guaranty and/or a breach of any representation, warranty or covenant set forth in Section 15 of this Guaranty (collectively, the “Guaranteed Obligations”). If any such cash distributions are used to satisfy any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under clause the Securities or the Guaranteed Obligations. Each Guarantor further agrees that the Guaranty herein constitutes a guarantee of payment when due (aand not a guarantee of collection) aboveand waives any right to require that any resort be had by any Holder, then the amount so paid Trustee or the Senior Lien Collateral Agent to any security held for payment of the Lender by Guaranteed Obligations. Except as set forth in Section 10.2, the obligations of each Guarantor hereunder shall not be deemed subject to be an unsecured loan to any reduction, limitation, impairment or termination for any reason (other than payment of the Borrower Guaranteed Obligations in defaultfull), payable only from surplus cash (as defined by Program Obligations)including any claim of waiver, release, surrender, alteration or compromise, and shall not be evidenced solely subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by a Surplus Cash Note (Form HUD-92223-ORCF reason of the invalidity, illegality or equivalent) with terms and an interest rate approved by HUD in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination unenforceability of a the Guaranteed Obligation with respect to a particular Borrower (a “Partial Release”), if there is a bona fide sale Obligations or assignment by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantor, and such sale or assignment is approved in accordance with Program Obligationsotherwise. Without limiting the generality of the foregoing, the liability obligations of each Guarantor herein shall extend not be discharged or impaired or otherwise affected by (a) the failure of any Holder, the Trustee or the Senior Lien Collateral Agent to all amounts which constitute part assert any claim or demand or to enforce any right or remedy against the Issuers or any other Person under this Indenture, the Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the obligations terms or provisions of this Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder or the Senior Lien Collateral Agent for the Guaranteed Obligations or any of them; (e) the failure of any Holder, the Trustee or the Senior Lien Collateral Agent to exercise any right or remedy against any other Guarantor; (f) any change in the ownership of the Issuers or the Guarantors; (g) any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, or (h) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a HUD Loan Document discharge of such Guarantor as a matter of law or equity. Each Guarantor agrees that the Guaranty herein shall remain in full force and would effect until payment in full of all the Guaranteed Obligations or such Guarantor is released from the Guaranty upon the merger or the sale of all the Capital Stock or assets of the Guarantor or otherwise, in each case in compliance with Section 10.2 or Article VIII. Each Guarantor further agrees that the Guaranty herein shall continue to be owed effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of, premium, if any, or interest on any of the Guaranteed Obligations is rescinded or must otherwise be restored by a Borrower any Holder upon the bankruptcy or reorganization of the Issuers or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuers to pay any of the Guaranteed Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Lender under Trustee or the Trustee on behalf of the Holders an amount equal to the sum of (i) the unpaid amount of such HUD Loan Document Guaranteed Obligations then due and owing and (ii) accrued and unpaid interest on such Guaranteed Obligations then due and owing (but only to the extent not prohibited by law). Each Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Guaranteed Obligations may be accelerated as provided in this Indenture for the fact that they are unenforceable purposes of the Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations and (y) in the event of any such declaration of acceleration of such Guaranteed Obligations, such Guaranteed Obligations (whether or not allowable due and payable) shall forthwith become due and payable by the Guarantor for the purposes of this Guaranty. Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or the Holders in enforcing any rights under this Section. Neither the Issuers nor the Guarantors shall be required to make a notation on the Securities to reflect the Guaranty or any release, termination or discharge thereof and any such notation shall not be a condition to the existence validity of a bankruptcy, reorganization, or similar proceeding involving a Borrowerthe Guaranty.

Guaranty. Subject to the limitations contained in Section 28 of this Guaranty, (a) Each Guarantor hereby unconditionally, absolutely individually and not jointly unconditionally and irrevocably guarantees to the Lender that Secured Parties the cash equivalent due and punctual payment by, and performance of its Obligations (including interest accruing on and after the filing of any cash distributions received bypetition in bankruptcy or of reorganization of the obligor whether or not post filing interest is allowed in such proceeding); provided that (i) with respect to a Borrower that becomes a Guarantor, any Guaranty of such Borrower shall not exceed such Borrower’s Contributed Amount and (ii) with respect to Parent, its Guaranty shall be limited to the amount of (i) the proceeds from the sale of Pledged Securities of a Defaulting Borrower plus (ii) Minimum Equity Amount plus (iii) any Additional Pay TV Receivables which Parent elects to use in the Borrowing Base calculation with respect to Loans for any Qualifying Picture. Each Guarantor further agrees that such Obligations may be increased, extended or due renewed, in whole or in part, without notice or further assent from it (except as may be otherwise required herein), and it will remain bound upon this Guaranty notwithstanding any extension or renewal of any such Obligation. (b) Each Guarantor waives presentation to, demand for payment from and protest to, as the case may be, any Credit Party or any other guarantor of any of the Obligations, and also waives notice of protest for nonpayment, notice of acceleration and notice of intent to accelerate. The obligations of each Guarantor hereunder shall not be affected by (i) the failure of any of the Secured Parties to assert any claim or demand or to enforce any right or remedy against any Borrower or any Guarantor or any other guarantor under the provisions of this Credit Agreement or any other agreement or otherwise; (ii) any extension or renewal of any provision hereof or thereof; (iii) the failure of any of the Secured Parties to obtain the consent of the Guarantor with respect to the Ownership Interests of Guarantorany rescission, which cash distribution was received bywaiver, compromise, acceleration, amendment or due to, Guarantor within one hundred eighty (180) days of an Event of Default, shall be used to (a) cure any default by any other Borrower; (b) pay any and all costs and expenses incurred by the Lender in the enforcement modification of any of its rights under the terms or provisions of this GuarantyCredit Agreement, including without limitation reasonable attorneys’ feesthe Notes or of any other agreement; and (civ) pay the release, exchange, waiver or foreclosure of any damage or liability suffered security held by the Lender, to Administrative Agent for the extent such arise out Obligations or any of any breach by Guarantor under this Guaranty, including, without limitation, a breach them; (v) the failure of the responsibilities of Guarantor set forth in Section 7 of this Guaranty and/or a breach of any representation, warranty or covenant set forth in Section 15 of this Guaranty (collectively, the “Guaranteed Obligations”). If any such cash distributions are used to satisfy any of the Guaranteed Obligations under clause Secured Parties to exercise any right or remedy against any other Guarantor or any other guarantor of the Obligations; (avi) aboveany bankruptcy, then reorganization, liquidation, dissolution or receivership proceeding or case by or against either Borrower or other Credit Party, any change in the amount so paid to corporate existence, structure, ownership or control of either Borrower or other Credit Party (including any of the Lender by foregoing arising from any merger, consolidation, amalgamation, reorganization or similar transaction); or (vii) the release or substitution of any Guarantor shall be deemed to be an unsecured loan to or any other guarantor of the Borrower in default, payable only from surplus cash (as defined by Program Obligations), and shall be evidenced solely by a Surplus Cash Note (Form HUD-92223-ORCF or equivalent) with terms and an interest rate approved by HUD in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination of a Guaranteed Obligation with respect to a particular Borrower (a “Partial Release”), if there is a bona fide sale or assignment by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantor, and such sale or assignment is approved in accordance with Program Obligations. Without limiting the generality of the foregoingforegoing or any other provision hereof (including, without limitation, Section 13.6 hereof), to the extent permitted by applicable law, each Guarantor hereby expressly waives any and all benefits which might otherwise be available to it under California Civil Code Sections 2799, 2809, 2810, 2815, 2819, 2820, 2821, 2822, 2838, 2839, 2845, 2848, 2849, 2850, 2899 and 3433. (c) Each Guarantor further agrees that this Guaranty is a continuing guaranty, shall secure the applicable Obligations and any ultimate balance thereof, notwithstanding that the Borrowers or others may from time to time satisfy the Obligations in whole or in part and thereafter incur further Obligations, and that this Guaranty constitutes a guaranty of performance and of payment when due and not just of collection, and waives any right to require that any resort be had by the Secured Parties to any security held for payment of the Obligations or to any balance of any deposit, account or credit on the books of the Secured Parties in favor of any Borrower or any Guarantor, or to any other Person. (d) Each Guarantor hereby expressly assumes all responsibilities to remain informed of the financial condition of the Borrowers, the liability of Guarantor shall extend to all amounts which constitute part Guarantors and any other guarantors of the Obligations and any circumstances affecting the Collateral or the Pledged Securities or the ability of the Borrowers to perform under this Credit Agreement. (e) Each Guarantor’s obligations under the Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of a HUD Loan Document and would be owed the Obligations, the Notes or any other instrument evidencing any Obligations, or by a Borrower the existence, validity, enforceability, perfection, or extent of any collateral therefor or by any other circumstance relating to the Lender under Obligations which might otherwise constitute a defense to this Guaranty. The Secured Parties make no representation or warranty with respect to any such HUD Loan Document but circumstances and have no duty or responsibility whatsoever to any Guarantor in respect to the management and maintenance of the Obligations or any collateral security for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, or similar proceeding involving a BorrowerObligations.

Guaranty. Subject to the limitations contained in Section 28 of this Guaranty, (a) The Guarantor hereby unconditionally, absolutely unconditionally and irrevocably guarantees to the Lender that Administrative Agent for the cash equivalent benefit of Buyers the prompt and complete payment and performance by the Seller when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations upon the occurrence of any cash distributions received byof the following events or circumstances (each a “Full Recourse Event”): (i) the filing by any Seller Party of any voluntary petition for or on behalf of Seller or Equity Pledgor under any bankruptcy, insolvency, reorganization, liquidation, dissolution or similar law relating to the protection of creditors, or due tothe commencing, Guarantor with respect or authorizing the commencement, by Seller or Equity Pledgor of any case or proceeding under any bankruptcy, insolvency, reorganization, liquidation, dissolution or similar law relating to the Ownership Interests protection of Guarantorcreditors; (ii) the solicitation by any Seller Party or any Seller Party colluding with petitioning creditors for any involuntary petition, case or proceeding against Seller or Equity Pledgor under any bankruptcy, insolvency, reorganization, liquidation, dissolution or similar law relating to the protection of creditors; (iii) any Seller Party seeking or consenting to the appointment of a receiver, trustee, custodian or similar official for Seller or Equity Pledgor or any substantial part of the property of Seller or Equity Pledgor; (iv) the making by any Seller Party of a general assignment for the benefit of creditors of Seller or Equity Pledgor in connection with any case or proceeding described in the foregoing clauses (i) or (ii); (v) any failure by Seller to comply with Section 14(y) (Seller Separateness Covenant) of the Repurchase Agreement, which cash distribution was received by, or due to, Guarantor within one hundred eighty (180) days failure results in a substantive consolidation of an Event of Default, shall be used to (a) cure any default by Seller with any other Borrower; entity. (b) pay any The Guarantor hereby unconditionally and all costs irrevocably guarantees to the Administrative Agent for the benefit of Buyers the prompt and expenses incurred complete payment and performance by the Lender in the enforcement Seller when due of any of its rights under this Guarantyall losses, damages, expenses (including without limitation reasonable out-of-pocket attorneys’ fees; fees and expenses) and costs (c) pay any damage or liability suffered by the Lenderin each case, to the extent such arise out losses, damages, expenses and costs are out-of-pocket and actually incurred and in no event shall Guarantor be liable for any special, indirect, punitive or consequential damages, unless the same are owed to a third-party) (collectively, “Losses”) that are incurred by Administrative Agent or Buyers as a result of any breach of the following events or circumstances (each, a “Loss Recourse Event”): (i) any gross negligence, fraud, willful misconduct, illegal act or material misrepresentation on the part of any Seller Party or any Affiliate thereof or any officer, director, partner, member, employee, agent or representative of any Seller Party or any Affiliate thereof in connection with the execution and delivery of the Repurchase Agreement and the other Program Agreements, or any certificate, report, notice, financial statement, representation, warranty or other instrument or document furnished to Administrative Agent or Buyers by Guarantor any Seller Party or any Affiliate thereof in connection with the Repurchase Agreement or any other Program Agreement on or prior to the Effective Date or during the term of the Repurchase Agreement; (ii) any misappropriation, conversion or misapplication by any Seller Party or any Affiliate thereof of any Income required to be deposited in the Collection Account or required to be remitted to Administrative Agent or any escrows, reserves or other amounts maintained in respect of any Purchased Asset, in each case, pursuant to the Program Agreements to the extent any Seller Party or any Affiliate thereof has not cured the same in accordance with any cure period provided for under the Repurchase Agreement; (iii) any failure by Seller to comply with Section 14(y) (Seller Separateness Covenant) of the Repurchase Agreement, which failure does not result in a substantive consolidation of Seller with any other entity; (iv) any failure by Seller to fund a future advance when the related borrower has satisfied the conditions to be satisfied by it under the Purchased Asset Documents for any Purchased Asset; (v) if any Seller Party or any Affiliate thereof interferes with, frustrates or prevents Administrative Agent’s exercise of remedies provided under the Transaction Documents; provided that any assertion, claim or defense reasonably made in good faith by any Seller Party as to the existence and continuation of the Event of Default which led to the exercise of remedies shall not, and shall not be deemed to, result in liability under this Guarantyclause (v); (vi) any claim by any Seller Party or any Affiliate thereof that, after Administrative Agent has exercised their remedies under the Program Agreements, Administrative Agent is not the record and beneficial owners of, and did not acquire good and marketable title to, each Purchased Asset in accordance with the Program Agreements; (vii) any loss, damage, cost or expense in connection with the violation of any environmental law, the correction of any environmental condition, or the removal of any hazardous, toxic or harmful substances, materials, wastes, pollutants or contaminants defined as such in or regulated under any environmental law, in each case, in any way affecting any of the Purchased Assets and to the extent such violation, correction or removal results from any action or omission of any Seller Party or an Affiliate thereof; or (viii) any recharacterization by any court of any prior transfer of a Purchased Asset to any Seller by any Affiliate of any Seller Party as something other than a true sale or true contribution. All of Guarantor’s obligations under this Agreement, including without limitation under Sections 2(a) and 2(b), shall be collectively referred to herein as the “Guarantor Obligations”. (c) The Guarantor shall pay additional amounts to, and indemnify, the Administrative Agent and Buyers (including for purposes of this Section 2, any assignee, successor or participant) with respect to Taxes (as defined in the Repurchase Agreement) imposed on payments pursuant to this Guaranty to the same extent as the Seller would have paid additional amounts and indemnified the Administrative Agent and Buyers with respect to Taxes under Section 11(e) of the Repurchase Agreement if the Guarantor were the Seller under the Repurchase Agreement. For the avoidance of doubt, any such payments are in addition to the Guarantor’s obligation to pay any amounts required to be paid by the Seller to the Administrative Agent and Buyers. (d) The Guarantor further agrees to pay any and all expenses (including, without limitation, a breach all reasonable fees and actual, out-of-pocket disbursements of counsel), which may be paid or incurred by the Administrative Agent or Buyers in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the responsibilities Guarantor Obligations and/or enforcing any rights with respect to, or collecting against, the Guarantor under this Guaranty. This Guaranty shall remain in full force and effect until the later of (i) the termination of the Repurchase Agreement and (ii) the payment in full of the Guarantor set forth in Section 7 of this Guaranty and/or a breach Obligations, notwithstanding that from time to time prior thereto the Seller may be free from any Obligations. (e) No payment or payments made by the Seller or any other Person or received or collected by the Administrative Agent from the Seller or any other Person by virtue of any representationaction or proceeding or any set-off or appropriation or application, warranty at any time or covenant set forth from time to time, in Section 15 reduction of this Guaranty (collectively, the “Guaranteed Obligations”). If any such cash distributions are used to satisfy any or in payment of the Guaranteed Obligations under clause (a) above, then the amount so paid to the Lender by Guarantor shall be deemed to be an unsecured loan to the Borrower in defaultmodify, payable only from surplus cash (as defined by Program Obligations)reduce, and shall be evidenced solely by a Surplus Cash Note (Form HUD-92223-ORCF release or equivalent) with terms and an interest rate approved by HUD in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination of a Guaranteed Obligation with respect to a particular Borrower (a “Partial Release”), if there is a bona fide sale or assignment by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantor, and such sale or assignment is approved in accordance with Program Obligations. Without limiting the generality of the foregoing, otherwise affect the liability of the Guarantor hereunder which shall, notwithstanding any such payment or payments, remain liable for the amount of the Guarantor Obligations until the Guarantor Obligations are paid in full. (f) Xxxxxxxxx agrees that whenever, at any time, or from time to time, the Guarantor shall extend make any payment to all amounts which constitute part the Administrative Agent for the benefit of Buyers on account of the obligations of a HUD Loan Document and would be owed by a Borrower to Guarantor’s liability hereunder, the Lender Guarantor will notify the Administrative Agent in writing that such payment is made under this Guaranty for such HUD Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, or similar proceeding involving a Borrowerpurpose.

Guaranty. Subject to the limitations contained in Section 28 of this Guaranty, Guarantor hereby unconditionally, absolutely and irrevocably guarantees to the Lender that the cash equivalent of any cash distributions received by, or due to, Guarantor with respect to the Ownership Interests of Guarantor, which cash distribution was received by, or due to, Guarantor within one hundred eighty (180) days of an Event of Default, shall be used to (a) cure any default by The Guarantors, jointly and severally, hereby unconditionally and irrevocably, guaranty to the Collateral Agent, for the benefit of the Purchaser and any other Borrower; Noteholder, the punctual payment, as and when due and payable, by stated maturity, acceleration or otherwise, of all Obligations, including, without limitation, all interest, make-whole, redemption and other amounts that accrue after the commencement of any Insolvency Proceeding of the Company or any Guarantor, whether or not the payment of such principal, interest, make-whole, redemption and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, and all fees, late fees (b) as defined in the Note), interest, premiums, penalties, causes of actions, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under the Note and the other Transaction Documents and (all of the foregoing collectively being the “Guaranteed Obligations”), and agree to pay any and all costs and expenses (including reasonable and documented counsel fees and expenses) incurred by the Lender Collateral Agent in the enforcement of enforcing any of its rights under this Guaranty, including without limitation reasonable attorneys’ fees; and (c) pay Guaranty or any damage or liability suffered by the Lender, to the extent such arise out of any breach by Guarantor under this Guaranty, including, without limitation, a breach of the responsibilities of Guarantor set forth in Section 7 of this Guaranty and/or a breach of any representation, warranty or covenant set forth in Section 15 of this Guaranty (collectively, the “Guaranteed Obligations”). If any such cash distributions are used to satisfy any of the Guaranteed Obligations under clause (a) above, then the amount so paid to the Lender by Guarantor shall be deemed to be an unsecured loan to the Borrower in default, payable only from surplus cash (as defined by Program Obligations), and shall be evidenced solely by a Surplus Cash Note (Form HUD-92223-ORCF or equivalent) with terms and an interest rate approved by HUD in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination of a Guaranteed Obligation with respect to a particular Borrower (a “Partial Release”), if there is a bona fide sale or assignment by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantor, and such sale or assignment is approved in accordance with Program Obligationsother Transaction Document. Without limiting the generality of the foregoing, the each Guarantor’s liability of Guarantor hereunder shall extend to all amounts which that constitute part of the obligations of a HUD Loan Document Guaranteed Obligations and would be owed by a Borrower the Company to the Lender Collateral Agent or the Purchaser under such HUD Loan the Securities Purchase Agreement, the Note and any other Transaction Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Transaction Party. (b) Each Guarantor, and by its acceptance of this Guaranty, the Collateral Agent and the Purchaser, hereby confirms that it is the intention of all such Persons that this Guaranty and the Guaranteed Obligations of each Guarantor hereunder not constitute a bankruptcyfraudulent transfer or conveyance for purposes of the Bankruptcy Code, reorganizationthe Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or similar proceeding involving other applicable law to the extent applicable to this Guaranty and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Purchaser and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor under this Guaranty not constituting a Borrowerfraudulent transfer or conveyance.

Guaranty. Subject to Guarantor does hereby fully and unconditionally guaranty for the limitations contained in Section 28 benefit of this Guaranty, Guarantor hereby unconditionally, absolutely the Banks and irrevocably guarantees to the Lender that the cash equivalent of any cash distributions received by, or due to, Guarantor with respect to the Ownership Interests of Guarantor, which cash distribution was received by, or due to, Guarantor within one hundred eighty (180) days of an Event of Default, shall be used to Administrative Agent (a) cure any default by any other Borrower; the due and punctual payment of all “Obligations” (b) pay any and all costs and expenses incurred by the Lender as defined in the enforcement Credit Agreement) of Borrower, whether on the Termination Date or at any earlier or accelerated date or dates as provided in the Credit Documents or at any time hereafter made or granted, and the due and punctual performance in full of its rights under this Guaranty, including without limitation reasonable attorneys’ fees; and (c) pay any damage or liability suffered by the Lender, to the extent such arise out of any breach by Guarantor under this Guaranty, including, without limitation, a breach all other obligations of the responsibilities of Guarantor set forth in Section 7 of this Guaranty and/or a breach of any representation, warranty or covenant set forth in Section 15 of this Guaranty Borrower under the Credit Documents (collectively, the “Guaranteed Obligations”). If ) and (b) in case of any such cash distributions are used to satisfy extension of time of payment or renewal of any of the Guaranteed Obligations Obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether on the Termination Date, by acceleration, or otherwise. In case of the failure of Borrower to punctually make any such payment of the Obligations, Guarantor hereby agrees to cause any such payment to be made promptly when and as the same shall become due and payable. This Guaranty constitutes a guaranty of payment and not of collection and shall not be impaired by the failure to endorse evidence of this Guaranty on any Credit Document. Guarantor hereby agrees that its obligations under clause (a) above, then the amount so paid to the Lender by Guarantor this Guaranty shall be deemed to be an unsecured loan to the Borrower in default, payable only from surplus cash (as defined by Program Obligations)if it were principal debtor and not merely surety, and shall be evidenced solely by a Surplus Cash Note (Form HUD-92223-ORCF or equivalent) with terms absolute and an interest rate approved by HUD in accordance with Program Obligations. The Lender and HUD shall consent and agree tounconditional, irrespective of, and documentshall be unaffected by, any invalidity, irregularity or unenforceability of any Note or any other Credit Document, any failure to enforce the provisions of any Note or any other Credit Document, or any waiver, modification or indulgence granted to Borrower with respect thereto, by any Bank or the Administrative Agent, or any other circumstance which may otherwise constitute a termination legal or equitable discharge of a Guaranteed Obligation with respect to a particular Borrower (a “Partial Release”)surety or guarantor; provided, if there is a bona fide sale however, that, notwithstanding the foregoing, no such waiver, modification, or assignment by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate indulgence shall, without the consent of Guarantor, and such sale or assignment is approved in accordance with Program Obligations. Without limiting increase the generality aggregate principal amount of the foregoing, Revolving Credit Commitments (except any increase resulting from the liability of Guarantor shall extend to all amounts which constitute part Borrower’s exercise of the obligations “Increase Option” as set forth in Section 2.1(b) of a HUD Loan Document and would be owed by a Borrower to the Lender under such HUD Loan Document but for Credit Agreement) or the fact that they are unenforceable interest rate thereon or not allowable due to the existence of a bankruptcy, reorganization, or similar proceeding involving a Borrowerincrease any premium payable thereon.

Guaranty. Subject In consideration of your past and/or future extension of credit to RDO Equipment Co. ------------------------------------------------------------------------------- of ------------------------------------------------------------------------------- its successors and assigns (hereinafter called "principal debtor"), for the limitations contained financing of goods, wares, merchandise and services, the undersigned guarantor(s) hereby (jointly and severally if signed by two guarantors) unconditionally guarantee(s) payment of whatever sums said principal debtor shall at any time owe you or any company affiliated with you, whether heretofore or hereafter incurred, including interest, finance charges or service charges thereon, and including reasonable attorneys' fees and all court costs incurred in Section 28 collecting such sums; and you shall be under no obligation of this Guarantydue diligence to enforce any claims against the principal debtor or of otherwise exhausting any of your remedies against the principal debtor, Guarantor any other obligor or any other guarantor(s), or of enforcing any rights against any collateral for said indebtedness prior to enforcing payment hereunder by the undersigned guarantor(s). This guaranty is to take effect without notice on its acceptance, which is hereby unconditionallywaived, absolutely and irrevocably guarantees is to be a continuing guaranty in full force and effect until the Lender effective date of a written notice of revocation delivered to you either personally or by Registered or Certified Mail. It is understood and agreed that the cash equivalent effective date of any cash distributions received bysuch revocation shall be 90 days after your receipt of such notice, or due to, Guarantor and that such revocation shall not discharge the obligation of the undersigned guarantor(s) with respect to the Ownership Interests of Guarantor, which cash distribution was received by, or due to, Guarantor within one hundred eighty (180) days of an Event of Default, shall be used to (a) cure any default by any other Borrower; (b) pay any and all costs and expenses indebtedness incurred by the Lender in principal debtor prior to said effective date of revocation. You are hereby authorized to change the enforcement time and manner of payment of any indebtedness of its rights said principal debtor; to take and make changes in notes, security or other obligations therefor; to add or release additional guarantors; to obtain or release additional guaranties, to take such action as you deem advisable for the enforcement, collection, or compromising of such indebtedness or any part thereof, or enforcing any security interest therefor; and to grant renewals or extensions of the time of payment of any such indebtedness, all without notifying or obtaining the consent of the undersigned guarantor(s) or in any way affecting the liability of the undersigned guarantor(s) under this Guarantyguaranty. If this guaranty is signed by two guarantors, including you are hereby authorized to release one of the undersigned guarantors without limitation reasonable attorneys’ fees; discharging the other. Protest and (c) pay any damage or liability suffered by demand upon the Lenderprincipal debtor, notice to the extent such arise out undersigned guarantor(s) of defaults of the principal debtor, notice to the undersigned guarantor(s) of your extension of credit from time to time to the principal debtor, and notice of the sale of any breach by Guarantor under this Guarantycollateral are all hereby waived. The undersigned guarantor(s) hereby consent and agree that your books and records showing the account, including, without limitation, a breach obligations and indebtedness of the responsibilities of Guarantor set forth in Section 7 of this Guaranty and/or a breach of any representation, warranty or covenant set forth in Section 15 of this Guaranty (collectively, the “Guaranteed Obligations”). If any such cash distributions are used to satisfy any of the Guaranteed Obligations under clause (a) above, then the amount so paid to the Lender by Guarantor principal debtor shall be deemed to admissible in evidence and shall be an unsecured loan to binding upon the Borrower in default, payable only from surplus cash (as defined by Program Obligations)undersigned guarantor(s) for the purpose of establishing the items therein set forth, and shall be evidenced solely by a Surplus Cash Note (Form HUD-92223-ORCF or equivalent) with terms and an interest rate approved by HUD in accordance with Program Obligationsconstitute prima facie proof thereof. The Lender undersigned guarantor(s) hereby also agree to provide full and HUD complete personal financial information at such times as the Company may request. This guaranty shall consent inure to the benefit of your successors and agree toassigns and shall be binding upon the personal representatives, administrators, executors, heirs, legatees, successors and documentassigns of the undersigned guarantor(s). The foregoing constitutes the complete guaranty agreement, a termination of a Guaranteed Obligation with respect to a particular Borrower (a “Partial Release”), if there is a bona fide sale being no other representations or assignment by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantorwarranties made, and such sale guaranty cannot be altered, changed or assignment is approved amended in accordance with Program Obligationsany way except by an instrument in writing signed by your duly authorized officer. Without limiting the generality BY AFFIXING SIGNATURE(S) HERETO, THIS CERTIFIES THAT THE UNDERSIGNED HAS (HAVE) READ THIS GUARANTY AGREEMENT IN ITS ENTIRETY AND EXECUTE(S) IT FOR THE CONSIDERATIONS THEREIN EXPRESSED. Dated at _______________________________________ this ________ day of the foregoing_____________________, the liability of Guarantor shall extend to all amounts which constitute part of the obligations of a HUD Loan Document 19 __. GUARANTY OF INDEBTEDNESS AT ALL LOCATIONS OF PRINCIPAL DEBTOR. INITIAL: RDO DATE: 11/27/95 Witnesses: Guarantor(s): /s/ Xxxxxx X. Xxxxxx (SEAL) ------------------------------ -------------------------------- Name Name (Xxxxxx X. Xxxxxx) ------------------------------ -------------------------------- Address Address (SEAL) ------------------------------ -------------------------------- Name Name ------------------------------ -------------------------------- Address Address XXXX DEERE INDUSTRIAL SALES AND SERVICE CENTER AGREEMENT [LOGO] Sales and would be owed by a Borrower to the Lender under such HUD Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, or similar proceeding involving a Borrower.Service Center Agreement/1 XXXX DEERE INDUSTRIAL SALES AND SERVICE CENTER AGREEMENT

Guaranty. Subject to the limitations contained in Section 28 of this Guaranty, Guarantor hereby unconditionally, absolutely and irrevocably guarantees to the Lender that the cash equivalent of any cash distributions received by, or due to, Guarantor with respect to the Ownership Interests of Guarantor, which cash distribution was received by, or due to, Guarantor within one hundred eighty (180) days of an Event of Default, shall be used to (a) cure any default The payment and performance of the Obligations of the Borrower shall be unconditionallyguaranteed by any (x) Holdings (the “Holdings Guaranty”) and (y) each Subsidiary (other Borrowerthan a ForeignSubsidiary or an Excluded Subsidiary), in each case, pursuant to Article X hereof or pursuant to one ormore supplements hereto or other guaranty agreements in form and substance reasonably acceptable tothe Administrative Agent, as the same may be amended, modified or supplemented from time to time(individually a “Subsidiary Guaranty” and collectively the “Subsidiary Guaranties”; each Subsidiaryparty to this Agreement and each additional Subsidiary, upon the execution and delivery of the applicableSubsidiary Guaranty, a “Subsidiary Guarantor” and collectively the “Subsidiary Guarantors” and,together with Holdings, the “Guarantors”). (b) pay In the event that (x) any Subsidiary (other than a Foreign Subsidiary or an Excluded Subsidiary)is acquired or created or ceases to be an Excluded Subsidiary after the Effective Date or (y) the Company(in its sole discretion) otherwise elects to designate a Subsidiary as a Guarantor after the Effective Date,the Company shall cause such Person to execute and all costs and expenses incurred by deliver to the Lender Administrative Agent, (i) within 60days after acquisition, creation or cessation in the enforcement case of any of its rights under this Guaranty, including without limitation reasonable attorneys’ fees; clause (x) and (cii) pay any damage at the time of designation inthe case of clause (y), an Additional Guarantor Supplement substantially in the form attached as Exhibit For such other form reasonably acceptable to the Administrative Agent, and the Borrower shall also deliverto the Administrative Agent, or liability suffered by cause such Person to deliver to the LenderAdministrative Agent, at theBorrower’s cost and expense, such other instruments, documents, certificates and opinions of the typedelivered on the Effective Date pursuant to Section 4.01(b), 4.01(c) and 4.01(d), to the extent reasonablyrequired by the Administrative Agent in connection therewith. (c) Upon delivery of written notice to the Administrative Agent by a Responsible Officer of theBorrower certifying that, as to a particular Guarantor, (i) such arise out of any breach by Guarantor under this Guaranty, including, without limitation, a breach of is electing (in its sole discretion)to be released from its Guarantee hereunder and (ii) the responsibilities of Guarantor conditions set forth in Section 7 of this Guaranty and/or a breach of any representation, warranty or covenant set forth in Section 15 of this Guaranty (collectively, the “Guaranteed Obligations”). If any such cash distributions are used to satisfy any of the Guaranteed Obligations under clause (a) abovethat wouldrequire such Guarantor to remain a Guarantor do not apply or, then the amount so paid after giving effect to the Lender by any substantiallyconcurrent transactions, including any repayment of Indebtedness or release of a guaranty, will not apply,or such Guarantor is, or after giving effect to any substantially concurrent transactions will be, anExcluded Subsidiary, such Guarantor shall be deemed to be an unsecured loan automatically released from its obligations (including itsSubsidiary Guaranty) hereunder without further required action by any Person. The AdministrativeAgent, at the Borrower’s expense, shall execute and deliver to the Borrower applicable Guarantor any documents orinstruments as such Guarantor may reasonably request to evidence the release of such SubsidiaryGuaranty. (d) For the avoidance of doubt, in defaultthe event any Guarantor is released from its Guarantee pursuant toclause (c) above, payable only from surplus cash the requirements of Section 5.10(a) shall no longer apply going forward with respect tosuch former Guarantor (as defined by Program Obligations), and Section 5.10(a) shall be evidenced solely by a Surplus Cash Note (Form HUD-92223-ORCF or equivalent) with terms and an interest rate approved by HUD in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination of a Guaranteed Obligation not cause any springing Guarantee with respect to a particular Borrower (a “Partial Release”suchreleased Guarantor after such release occurs), if there is a bona fide sale or assignment by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantor, and such sale or assignment is approved in accordance with Program Obligations. Without limiting the generality of the foregoing, the liability of Guarantor shall extend to all amounts which constitute part of the obligations of a HUD Loan Document and would be owed by a Borrower to the Lender under such HUD Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, or similar proceeding involving a Borrower.70

Guaranty. (a) Each Guarantying Party (other than the Borrowers) absolutely and unconditionally, jointly and severally, with each other and any subsequent Guarantying Party (other than any Borrower), guarantees and agrees to be liable for the full and final payment and performance by each Borrower when due of all of the Obligations (as such term is defined in the Loan Agreement) of each such Borrower, other than any such Obligation described in the following sentence. Each Guarantying Party (other than the Company) absolutely and unconditionally, jointly and severally, with each other and any subsequent Guarantying Party (other than the Company) guarantees and agrees to be liable for the full payment and performance by the Company when due of all of the Obligations of the Company. The Obligations guaranteed pursuant to this Section 1 by any Guarantying Party are referred to herein as the “Guaranteed Obligations” of such Guarantying Party. (b) This Guaranty is a guarantee of payment and not of collection. Each Guarantying Party agrees that neither Agent nor any other Secured Party need attempt to collect any Guaranteed Obligations from any Borrower, any other Guarantying Party or any other Obligor or to realize upon any collateral, but may require any Guarantying Party to make immediate payment of all of its Guaranteed Obligations to Agent when due, whether by maturity, acceleration or otherwise, or at any time thereafter. Subject to the limitations contained Intercreditor Agreement, Agent and Secured Parties may apply any amounts received in Section 28 respect of this Guarantythe Guaranteed Obligations to any of the Guaranteed Obligations, Guarantor hereby unconditionally, absolutely in whole or in part (including attorneys’ fees and irrevocably guarantees to the Lender that the cash equivalent of any cash distributions received by, or due to, Guarantor with respect to the Ownership Interests of Guarantor, which cash distribution was received by, or due to, Guarantor within one hundred eighty (180) days of an Event of Default, shall be used to (a) cure any default by any other Borrower; (b) pay any and all costs and legal expenses incurred by Agent or any Secured Party with respect thereto to the Lender extent reimbursable by Borrowers or the Company under the Loan Agreement or otherwise chargeable to Borrowers or the Guarantying Parties in accordance with the terms thereof) in accordance with the Loan Agreement and, if not provided in the enforcement of any of its rights under this GuarantyLoan Agreement, including without limitation reasonable attorneys’ fees; and in such order as Agent may elect. (c) pay (i) Payment by Guarantying Parties shall be made to Agent at the office of Agent from time to time promptly after demand as Guaranteed Obligations become due. (ii) Except as permitted by Section 6.13(h) of the Loan Agreement and subject to Section 6.8(a) of the Loan Agreement, Guarantying Parties shall make all payments to Agent on the Guaranteed Obligations without setoff, counterclaim or deduction. (iii) One or more successive or concurrent actions may be brought hereon against any damage Guarantying Party either in the same action in which any Borrower, Guarantor, other Guarantying Party or liability suffered by the Lender, any other Obligor is sued or in separate actions. (d) Notwithstanding anything to the extent such arise out contrary contained herein, the amount of the obligations payable by any breach by Guarantor Guarantying Party under this GuarantyGuaranty shall be the aggregate amount of its Guaranteed Obligations unless a court of competent jurisdiction adjudicates such Guarantying Party’s obligations to be invalid, avoidable or unenforceable for any reason (including, without limitation, a breach because of any applicable state or federal law relating to fraudulent conveyances or transfers), in which case the responsibilities amount of Guarantor set forth in Section 7 of Guaranteed Obligations payable by such Guarantying Party hereunder shall be limited to the maximum amount that could be guaranteed by such Guarantying Party without rendering such Guarantying Party’s obligations under this Guaranty and/or a breach of any representationinvalid, warranty avoidable or covenant set forth in Section 15 of this Guaranty (collectively, the “Guaranteed Obligations”). If any such cash distributions are used to satisfy any of the Guaranteed Obligations under clause (a) above, then the amount so paid to the Lender by Guarantor shall be deemed to be an unsecured loan to the Borrower in default, payable only from surplus cash (as defined by Program Obligations), and shall be evidenced solely by a Surplus Cash Note (Form HUD-92223-ORCF or equivalent) with terms and an interest rate approved by HUD in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination of a Guaranteed Obligation with respect to a particular Borrower (a “Partial Release”), if there is a bona fide sale or assignment by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantor, and such sale or assignment is approved in accordance with Program Obligations. Without limiting the generality of the foregoing, the liability of Guarantor shall extend to all amounts which constitute part of the obligations of a HUD Loan Document and would be owed by a Borrower to the Lender unenforceable under such HUD Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, or similar proceeding involving a Borrowerapplicable law.

Guaranty. (a) Subject to the limitations contained in Section 28 of this Guaranty37(h) below, Guarantor hereby unconditionally, absolutely unconditionally and irrevocably guarantees to Purchaser the Lender that prompt payment of the cash equivalent Guaranteed Obligations in full when due (whether at the stated maturity, by acceleration or otherwise). Any such payment shall be made at such place and in the same currency as such relevant Guaranteed Obligation is payable. This guaranty is a guaranty of payment and not solely of collection and is a continuing guaranty and shall apply to all Guaranteed Obligations whenever arising. (b) The obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of this Agreement, or any other agreement or instrument referred to herein, to the fullest extent permitted by Applicable Law, irrespective of any cash distributions received byother circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Guarantor agrees that this guaranty may be enforced by Purchaser without the necessity at any time of resorting to or exhausting any security or collateral and without the necessity at any time of having recourse to this Agreement or any other Program Document or any collateral, if any, hereafter securing the Guaranteed Obligations or otherwise and Guarantor hereby waives the right to require Purchaser to proceed against any other Person or to require the Purchaser to pursue any other remedy or enforce any other right. Guarantor further agrees that nothing contained herein shall prevent Purchaser from suing in any jurisdiction on this Agreement or any other Program Document or foreclosing its security interest in or Lien on any collateral, if any, securing the Guaranteed Obligations or from exercising any other rights available to it under this Agreement or any instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of Guarantor’s obligations hereunder; it being the purpose and intent of Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither Guarantor’s obligations under this guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by reason of the application of the laws of any foreign jurisdiction. Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance of by Purchaser upon this guaranty or acceptance of this guaranty. The Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or due torenewed, extended, amended or waived, in reliance upon this guaranty. All dealings between Seller and Guarantor, on the one hand, and Purchaser, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this guaranty. (c) Guarantor agrees that (a) all or any part of the security which hereafter may be held for the Guaranteed Obligations, if any, may be exchanged, compromised or surrendered from time to time; (b) the Purchaser shall not have any obligation to protect, perfect, secure or insure any such security interests or Liens which hereafter may be held, if any, for the Guaranteed Obligations or the properties subject thereto; (c) the time or place of payment of the Guaranteed Obligations may be changed or extended, in whole or in part, to a time certain or otherwise, and may be renewed, increased or accelerated, in whole or in part; (d) Seller and any other party liable for payment under this Agreement may be granted indulgences generally; (e) any of the provisions of this Agreement or any other Program Document may be modified, amended or waived; and (f) any deposit balance for the credit of Seller or any other party liable for the payment of the Guaranteed Obligations or liable upon any security therefor may be released, in whole or in part, at, before or after the stated, extended or accelerated maturity of the Guaranteed Obligations, all without notice to or further assent by Guarantor, which shall remain bound thereon, notwithstanding any such exchange, compromise, surrender, extension, renewal, acceleration, modification, indulgence or release. (d) Guarantor expressly waives to the fullest extent permitted by Applicable Law: (a) notice of acceptance of this guaranty by the Purchaser and of all transfers of funds to Seller by Purchaser; (b) presentment and demand for payment or performance of any of the Guaranteed Obligations; (c) protest and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Ownership Interests Guaranteed Obligations or with respect to any security therefor; (d) notice of GuarantorPurchaser obtaining, which cash distribution was received byamending, substituting for, releasing, waiving or modifying any Lien, if any, hereafter securing the Guaranteed Obligations, or due toPurchaser’s subordinating, compromising, discharging or releasing such Liens, if any; (e) all other notices to which Seller might otherwise be entitled in connection with the guaranty evidenced by this Section 37; and (f) demand for payment under this guaranty. (e) The obligations of Guarantor within one hundred eighty (180) days of an Event of Default, under this Section 37 shall be used automatically reinstated if and to (a) cure the extent that for any default reason any payment by or on behalf of any Person in respect of the Guaranteed Obligations is rescinded or must be otherwise restored by any other Borrower; (b) pay any and all costs and expenses incurred by the Lender in the enforcement holder of any of its rights under this Guarantythe Guaranteed Obligations, including without limitation reasonable attorneys’ fees; and (c) pay any damage or liability suffered by the Lender, to the extent such arise out whether as a result of any breach by proceedings in bankruptcy or reorganization or otherwise, and Guarantor under this Guaranty, agrees that it will indemnify Purchaser on demand for all reasonable and documented costs and out-of-pocket expenses (including, without limitation, reasonable and documented fees and expenses of counsel) incurred by Purchaser in connection with such rescission or restoration, including any such costs and expenses incurred in defending against any claim alleging that such payment constituted a breach preference, fraudulent transfer or similar payment under any bankruptcy, insolvency or similar law. (f) Guarantor agrees that, as between Guarantor, on the one hand, and Purchaser, on the other hand, the Guaranteed Obligations may be declared to be forthwith due and payable as provided in Section 18 (and shall be deemed to have become automatically due and payable in the circumstances provided in Section 18) notwithstanding any stay, injunction or other prohibition preventing such declaration (or preventing such Guaranteed Obligations from becoming automatically due and payable) as against any other Person and that, in the event of such declaration (or such Guaranteed Obligations being deemed to have become automatically due and payable), such Guaranteed Obligations (whether or not due and payable by any other Person) shall forthwith become due and payable by Guarantor. (g) Guarantor hereby agrees that until the payment and satisfaction in full of all Guaranteed Obligations and the expiration and termination of the responsibilities this Agreement it shall not exercise any right or remedy arising by reason of Guarantor set forth any performance by it of its guarantee in Section 7 of this Guaranty and/or a breach of 37(a), whether by subrogation or otherwise, against Seller or any representation, warranty or covenant set forth in Section 15 of this Guaranty (collectively, the “Guaranteed Obligations”). If any such cash distributions are used to satisfy security for any of the Guaranteed Obligations under clause Obligations. (ah) above, then the amount so paid Notwithstanding any provision to the Lender by contrary contained herein, to the extent the obligations of Guarantor shall be deemed adjudicated to be an unsecured loan invalid or unenforceable for any reason (including, without limitation, because of any Applicable Law relating to the Borrower in default, payable only from surplus cash (as defined by Program Obligations), and shall be evidenced solely by a Surplus Cash Note (Form HUD-92223-ORCF fraudulent conveyances or equivalenttransfers) with terms and an interest rate approved by HUD in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination of a Guaranteed Obligation with respect to a particular Borrower (a “Partial Release”), if there is a bona fide sale or assignment by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantor, and such sale or assignment is approved in accordance with Program Obligations. Without limiting the generality of the foregoing, the liability of Guarantor shall extend to all amounts which constitute part of then the obligations of a HUD Loan Document and would Guarantor hereunder shall be owed by a Borrower limited to the Lender maximum amount that is permissible under such HUD Loan Document but for the fact that they are unenforceable Applicable Law (as now or not allowable due to the existence of a bankruptcy, reorganization, or similar proceeding involving a Borrowerhereinafter in effect).

Guaranty. Subject to the limitations contained in Section 28 of this (a) Each Loan Guarantor that is a U.S. Loan Party (other than those that have delivered a separate Obligation Guaranty) hereby agrees that it is jointly and severally liable for, Guarantor hereby unconditionallyand, absolutely as a primary obligor and not merely as surety, absolutely, unconditionally and irrevocably guarantees to the Lender that Secured Parties, the cash equivalent prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of any cash distributions received by, or due to, Guarantor with respect to the Ownership Interests of Guarantor, which cash distribution was received by, or due to, Guarantor within one hundred eighty (180) days of an Event of Default, shall be used to (a) cure any default by any other Borrower; (b) pay any Secured Obligations and all costs and expenses incurred by the Lender in the enforcement of any of its rights under this Guaranty, including without limitation reasonable attorneys’ fees; and (c) pay any damage or liability suffered by the Lender, to the extent such arise out of any breach by Guarantor under this Guarantyexpenses, including, without limitation, a breach all court costs and reasonable attorneys' and paralegals' fees and expenses paid or incurred by the Administrative Agent, the Issuing Bank and the Lenders in endeavoring to collect all or any part of the responsibilities Secured Obligations from, or in prosecuting any action against, any Borrower, any Loan Guarantor or any other guarantor of all or any part of the Secured Obligations (such costs and expenses, together with the Secured Obligations, collectively the "Guaranteed Obligations"; provided, however, that the definition of "Guaranteed Obligations" shall not create any guarantee by any Loan Guarantor set forth in Section 7 of this Guaranty and/or a breach (or grant of security interest by any Loan Guarantor to support, as applicable) any Excluded Swap Obligations of such Loan Guarantor for purposes of determining any obligations of any representationLoan Guarantor) and (b) each Loan Guarantor that is not a U.S. Loan Party (other than those that have delivered a separate Obligation Guaranty) hereby agrees that it is jointly and severally liable for, warranty or covenant set forth in Section 15 of this Guaranty (collectivelyand, as a primary obligor and not merely as surety, absolutely, unconditionally and irrevocably guarantees to the Secured Parties, the “Guaranteed Obligations”). If any such cash distributions are used to satisfy any prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Guaranteed Obligations under clause (a) aboveObligations, then the amount so paid but only to the Lender by extent such Guaranteed Obligations are attributable to a Foreign Subsidiary of the Company. Each Loan Guarantor shall further agrees that the Guaranteed Obligations may be deemed extended or renewed in whole or in part without notice to be an unsecured loan to the Borrower in default, payable only or further assent from surplus cash (as defined by Program Obligations)it, and shall that it remains bound upon its guarantee notwithstanding any such extension or renewal. All terms of this Loan Guaranty apply to and may be evidenced solely enforced by a Surplus Cash Note (Form HUD-92223-ORCF or equivalent) with terms and an interest rate approved by HUD in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination on behalf of a Guaranteed Obligation with respect to a particular Borrower (a “Partial Release”), if there is a bona fide sale any domestic or assignment by Guarantor of its Ownership Interests in a Borrower to a third party which is not an foreign branch or Affiliate of Guarantor, and such sale or assignment is approved in accordance with Program Obligations. Without limiting the generality any Lender that extended any portion of the foregoing, the liability of Guarantor shall extend to all amounts which constitute part of the obligations of a HUD Loan Document and would be owed by a Borrower to the Lender under such HUD Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, or similar proceeding involving a BorrowerGuaranteed Obligations.

Guaranty. Subject A. Guarantor hereby (i) unconditionally guaranties the full and timely payment of Borrowers’ Liabilities when due or declared due, whether by acceleration, maturity or otherwise; (ii) unconditionally guaranties the full and timely performance of the Covenants; (iii) agrees to the limitations contained pay all reasonable costs, expenses and fees, including, but not limited to, attorneys’ fees, costs and expenses (including without limitation, those fees, costs and expenses of attorneys and paralegals who may be employees of Lender, its parent or affiliates), incurred by Lender in Section 28 of connection with this Guaranty, Guarantor’s Liabilities or any collateral or security securing Guarantor’s Liabilities or any collection or enforcement thereof; (iv) agrees to pay to Lender the amount of any payments made to Lender in full or partial satisfaction of Borrowers’ Liabilities, and which are subsequently invalidated, declared to be preferential or fraudulent, set aside or required to be repaid by Lender to Borrowers, a trustee, a receiver or any other party under the United States Bankruptcy Code or any similar federal, state or local law, statute or regulation; and (v) interest on any of the foregoing from and after demand from Lender to Guarantor hereby unconditionallyfor payment until such time as Guarantor’s Liabilities hereunder are paid in full, absolutely and irrevocably guarantees at a floating per annum rate of interest equal to the Lender that Default Rate as set forth in the cash equivalent Loan Agreement. B. This Guaranty and the full and timely performance of the Covenants and the full and timely payment of Borrowers’ Liabilities by Guarantor pursuant to this Guaranty shall be a continuing, absolute and unconditional guaranty of payment and not of collection, irrespective of (i) the validity or enforceability of any cash distributions received byinstrument, agreement or due todocument evidencing all or any part of Borrowers’ Liabilities; (ii) the absence of any attempt to collect or enforce Borrowers’ Liabilities from or against Borrowers or other action to enforce the full and timely performance of the Covenants and the full and timely payment of Borrowers’ Liabilities, Guarantor and the absence of any such attempt shall in no way preclude or be a condition precedent to proceeding against Guarantor; (iii) any waiver or consent by Lender with respect to any term or provision of any instrument, agreement or document executed and delivered by Borrowers or Guarantor to Lender; (iv) Lender obtaining any additional guaranties or any collateral to secure Borrowers’ Liabilities from Borrowers or any other person or entity; (v) any failure by Lender to take any steps to preserve its rights to any security or collateral securing Borrowers’ Liabilities or the Ownership Interests Covenants or to utilize any of Guarantorits remedies, which cash distribution was received byfailure shall in no way preclude or be a condition precedent to Lender proceeding against Guarantor; or (vi) any other fact, event, act, omission or circumstance which might otherwise constitute a legal or equitable discharge of liability or performance by Guarantor. C. Lender shall not be required or obligated to (i) take any action to collect from, or due toto file any claim of any kind against, Guarantor within one hundred eighty (180) days of an Event of DefaultBorrowers, shall be used to (a) cure any default by any other Borrower; (b) pay guarantor or any other person or entity liable, jointly or severally, for the full and all costs and expenses incurred by the Lender in the enforcement timely performance of any of its rights under this Guaranty, including without limitation reasonable attorneys’ fees; the Covenants or the full and (c) pay any damage or liability suffered by the Lender, to the extent such arise out timely payment of any breach by Guarantor under this Guarantyof Borrowers’ Liabilities, includingprior to pursuing any rights or remedies Lender may have against Guarantor; (ii) take any steps to protect, without limitationenforce, a breach of take possession of, perfect any interest in, foreclose or realize on any collateral or security, if any, securing the responsibilities of Guarantor set forth Covenants or Borrowers’ Liabilities; or (iii) in Section 7 of this Guaranty and/or a breach of any representationother respect, warranty exercise any diligence whatsoever in enforcing, collecting or covenant set forth in Section 15 of this Guaranty (collectively, the “Guaranteed Obligations”). If any such cash distributions are used attempting to satisfy collect any of the Guaranteed Obligations under clause (a) above, then the amount so paid to the Lender Borrowers’ Liabilities by Guarantor shall be deemed to be an unsecured loan to the Borrower in default, payable only from surplus cash (as defined by Program Obligations), and shall be evidenced solely by a Surplus Cash Note (Form HUD-92223-ORCF or equivalent) with terms and an interest rate approved by HUD in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination of a Guaranteed Obligation with respect to a particular Borrower (a “Partial Release”), if there is a bona fide sale or assignment by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantor, and such sale or assignment is approved in accordance with Program Obligations. Without limiting the generality of the foregoing, the liability of Guarantor shall extend to all amounts which constitute part of the obligations of a HUD Loan Document and would be owed by a Borrower to the Lender under such HUD Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, or similar proceeding involving a Borrowerany means.

Guaranty. Subject (a) Guarantor, in order to induce the Company to execute and deliver this Agreement, hereby absolutely, unconditionally and irrevocably and as a primary obligation (and not as surety only) guarantees (the “Guarantor Guaranty”) each and every covenant, agreement and other obligation of Parent and Merger Sub, including the due, punctual and full payment and performance of each of Parent’s and Merger Sub’s (including its permitted designees’ and assigns’) obligations hereunder when due, including payment of the Merger Consideration, subject to any and all limitations on any of Parent’s or Merger Sub’s covenants, agreements and other obligations hereunder. If Parent or Merger Sub fails or refuses to pay or perform any such obligations, Guarantor shall promptly pay or perform such obligations after any such failure or refusal, as applicable. The Guarantor Guaranty shall terminate and be of no further force and effect immediately following the Effective Time. (b) Guarantor represents and warrants to the limitations contained Company that (i) Guarantor is a societas Europaea (European company), which is duly organized, validly existing and in Section 28 good standing under the Laws of France, and has the requisite corporate power and authority to execute and deliver this Agreement, to perform its covenants and obligations hereunder and to consummate the Transactions, (ii) the execution and delivery by Guarantor of this GuarantyAgreement, the performance by Guarantor hereby unconditionallyof its covenants and obligations hereunder and the consummation by Guarantor of the Transactions have been duly authorized by all necessary corporate action on the part of Guarantor, absolutely (iii) no additional corporate proceedings on the part of Guarantor are necessary to authorize the execution and irrevocably guarantees delivery by Guarantor of this Agreement, (iv) the performance by Guarantor of its covenants and obligations hereunder (including under Section 1.6(i)(ii)) or the consummation by Guarantor of the Transactions have been duly executed, performed and delivered by Guarantor and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms, subject to the Lender that Enforceability Limitations, (vi) the cash equivalent execution and delivery by Guarantor of this Agreement, the performance by Guarantor of its covenants and obligations hereunder and the consummation by Guarantor of the Transactions do not and will not (a) violate or conflict with any cash distributions received provision of the Organizational Document of Guarantor, (b) violate, conflict with, or result in the breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or result in the termination of, or accelerate the performance required by, or due toresult in a right of termination (or the loss of any benefit) or acceleration under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Guarantor is a party or by which Guarantor or any of its properties or assets may be bound, (c) violate or conflict with respect any Law or Order applicable to Guarantor or by which any of its properties, assets, businesses or operations are bound or (d) result in the Ownership Interests creation of any Lien (other than Permitted Liens) upon any of the properties or assets of Guarantor, which cash distribution was received byexcept in the case of each of clauses (b), (c) and (d) above, as would not, individually or in the aggregate, prevent or materially delay the consummation by Guarantor of the Transactions, (vii) no Consent of any Governmental Authority is required on the part of Guarantor or any of their Affiliates in connection with the execution and delivery by Guarantor of this Agreement or the performance by Guarantor of the Transactions, (viii) Guarantor has fully paid, or due tocaused to be fully paid, Guarantor within one hundred eighty (180) days of an Event of Default, shall be used to (a) cure any default by any other Borrower; (b) pay any and all costs fees or other amounts that are due and expenses incurred by payable on or prior to the Lender date of this Agreement arising under the Facilities Agreement, (ix) as of the date of this Agreement, the Facilities Agreement is in full force and effect and is a legal, valid and binding obligation of Guarantor and, to the knowledge of Guarantor, the other parties thereto, fully and specifically enforceable against the parties thereto in accordance with its terms, subject to the Enforceability Limitations, (x) as of the date of this Agreement, (x) the Facilities Agreement has not been amended or modified (and, to the knowledge of Guarantor, no such amendment or modification is contemplated) and (y) the commitments set forth in the enforcement Facilities Agreement have not been withdrawn or rescinded in any respect (and, to the knowledge of Guarantor, no such withdrawal or rescission is contemplated) and (xi) as of the date of this Agreement, assuming the accuracy of the representations and warranties of the Company set forth herein, (x) no event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a default or breach on the part of Guarantor or, to the knowledge of Guarantor, any other party thereto, under any term or condition of its rights under the Facilities Agreement, or otherwise result in any portion of the Debt Financing contemplated thereby to be unavailable or delayed, (y) there are no conditions precedent or other contingences related to the funding of the full amount of the Debt Financing other than those set forth in the Facilities Agreement and (z) Guarantor has no reason to believe that any term or condition of or to the Debt Financing set forth in the Facilities Agreement will not be fully satisfied on a timely basis or that the Debt Financing will not be available to Guarantor at the Closing. The Company hereby expressly acknowledges and agrees that Guarantor is a signatory to this GuarantyAgreement solely for purposes of Section 1.6(e), including without limitation reasonable attorneys’ fees; Section 1.6(f), Section 1.6(g), Section 1.6(i), Section 2.4(b), Section 6.1(a), Section 6.2, Section 6.3, Section 6.4, Section 6.5, Section 7.5, Section 8.16 and Section 8.17. (c) pay any damage or liability suffered by the LenderThe provisions of Section 7.5, to the extent such arise out of any breach by Guarantor under this GuarantySection 8.2, includingSection 8.4, without limitationSection 8.5, a breach of the responsibilities of Guarantor set forth in Section 7 of this Guaranty and/or a breach of any representation8.8, warranty or covenant set forth in Section 15 of this Guaranty (collectively8.9, the “Guaranteed Obligations”). If any such cash distributions are used to satisfy any of the Guaranteed Obligations under clause (a) aboveSection 8.10, then the amount so paid to the Lender by Guarantor Section 8.11, Section 8.12, Section 8.13 and Section 8.15 shall be deemed to be an unsecured loan applicable to this Section 8.16. For the avoidance of doubt, the Company and Guarantor may provide the other with any notice or other communication required to be sent to the Borrower in default, payable only from surplus cash (as defined other pursuant to this Agreement by Program Obligations), and shall be evidenced solely by a Surplus Cash Note (Form HUD-92223-ORCF or equivalent) with terms and an interest rate approved by HUD in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination of a Guaranteed Obligation with respect to a particular Borrower (a “Partial Release”), if there is a bona fide sale or assignment by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantor, and sending such sale or assignment is approved in accordance with Program Obligations. Without limiting the generality of the foregoing, the liability of Guarantor shall extend to all amounts which constitute part of the obligations of a HUD Loan Document and would be owed by a Borrower notice to the Lender under address for such HUD Loan Document but for party set forth in Section 8.4 (and the fact that they are unenforceable or not allowable due to provisions set forth therein shall govern the existence giving of a bankruptcy, reorganization, or similar proceeding involving a Borrowersuch notices).

Guaranty. Subject to the limitations contained in Section 28 of this Guaranty, The Guarantor hereby unconditionallyabsolutely, absolutely unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of MTH, MTMHD, MTBV, MTAG, MTF, MTL, MTGH any additional Revolving Borrower which becomes a party hereto pursuant to the Lender that the cash equivalent of any cash distributions received by, or due to, Guarantor with respect to the Ownership Interests of Guarantor, which cash distribution was received by, or due to, Guarantor within one hundred eighty (180) days of an Event of Default, shall be used to (a) cure any default by any other Section 2.16 and each Subsidiary Swingline Borrower; (b) pay any and all costs and expenses incurred by the Lender in the enforcement of any of its rights under this Guaranty, including without limitation reasonable attorneys’ fees; and any additional Subsidiary Swingline Borrower which becomes a party hereto pursuant to Section 2.14 (ccollectively, the “Designated Borrowers”) pay any damage now or liability suffered by hereafter existing under or in respect of the Lender, to the extent such arise out of any breach by Guarantor under this Guaranty, Loan Documents (including, without limitation, a breach any extensions, modifications, substitutions, amendments or renewals of any or all of the responsibilities foregoing Obligations of Guarantor set forth in Section 7 the Designated Borrowers), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of this Guaranty and/or a breach of any representationaction, warranty costs, expenses or covenant set forth in Section 15 of this Guaranty otherwise (collectively, such Obligations being the “Guaranteed Obligations”). If any such cash distributions are used to satisfy any of the Guaranteed Obligations under clause (a) above, then the amount so paid to the Lender by Guarantor shall be deemed to be an unsecured loan to the Borrower in default, payable only from surplus cash (as defined by Program Obligations), and shall be evidenced solely agrees to pay any and all expenses (including, without limitation, Attorney Costs) incurred by a Surplus Cash Note (Form HUD-92223-ORCF the Administrative Agent or equivalent) with terms and an interest rate approved by HUD any other Lender in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination of a Guaranteed Obligation with respect to a particular Borrower (a “Partial Release”), if there is a bona fide sale enforcing any rights under this Guaranty or assignment by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantor, and such sale or assignment is approved in accordance with Program Obligationsany other Loan Document. Without limiting the generality of the foregoing, the Guarantor’s liability of Guarantor shall extend to all amounts which that constitute part of the obligations of a HUD Loan Document Guaranteed Obligations and would be owed by a any Designated Borrower to the any Lender under such HUD or in respect of the Loan Document Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, reorganization or similar proceeding under any Debtor Relief Law involving such Designated Borrower. The Guarantor further agrees that if payment in respect of any Guaranteed Obligation shall be due in a Borrowercurrency other than Dollars and/or at a place of payment other than in the United States and if, by reason of any adoption of, or change in, any law or regulation, disruption of currency or foreign exchange markets, war or civil disturbance or other event, payment of such Guaranteed Obligation in such currency or at such place of payment shall be impossible, then, at the election of the Administrative Agent, the Guarantor shall make payment of such Guaranteed Obligation in Dollars (based upon the applicable Spot Rate in effect on the date of payment) and/or at the appropriate United States address of the Administrative Agent, and, as a separate and independent obligation, shall indemnify the Administrative Agent, each L/C Issuer and each Lender (or its Affiliate) against any losses or reasonable out-of-pocket expenses that it shall sustain as a result of such alternative payment.

Guaranty. (a) Subject to Section 11.13(h) below, the limitations contained in Section 28 of this Guaranty, Guarantor hereby unconditionally, absolutely unconditionally and irrevocably guarantees to the Lender that Buyer the cash equivalent prompt payment of the Guaranteed Obligations in full when due (whether at the stated maturity, by acceleration or otherwise). Any such payment shall be made at such place and in the same currency as such relevant Guaranteed Obligation is payable. This guaranty is a guaranty of payment and not solely of collection and is a continuing guaranty and shall apply to all Guaranteed Obligations whenever arising. (b) The obligations of the Guarantor hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of this Agreement, or any other agreement or instrument referred to herein, to the fullest extent permitted by Applicable Law, irrespective of any cash distributions received byother circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. The Guarantor agrees that this guaranty may be enforced by the Buyer without the necessity at any time of resorting to or exhausting any security or collateral and without the necessity at any time of having recourse to this Agreement or any other Facility Document or any collateral, if any, hereafter securing the Guaranteed Obligations or otherwise and the Guarantor hereby waives the right to require the Buyer to proceed against any other Person or to require the Buyer to pursue any other remedy or enforce any other right. The Guarantor further agrees that nothing contained herein shall prevent the Buyer from suing in any jurisdiction on this Agreement or any other Facility Document or foreclosing its security interest in or Lien on any collateral, if any, securing the Guaranteed Obligations or from exercising any other rights available to it under this Agreement or any instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the Guarantor’s obligations hereunder; it being the purpose and intent of the Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither the Guarantor’s obligations under this guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by reason of the application of the laws of any foreign jurisdiction. The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance of by the Buyer upon this guaranty or acceptance of this guaranty. The Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or due torenewed, extended, amended or waived, in reliance upon this guaranty. All dealings between the Seller and the Guarantor, on the one hand, and the Buyer, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this guaranty. (c) The Guarantor agrees that (i) all or any part of the security which hereafter may be held for the Guaranteed Obligations, if any, may be exchanged, compromised or surrendered from time to time; (ii) the Buyer shall not have any obligation to protect, perfect, secure or insure any such security interests or Liens which hereafter may be held, if any, for the Guaranteed Obligations or the properties subject thereto; (iii) the time or place of payment of the Guaranteed Obligations may be changed or extended, in whole or in part, to a time certain or otherwise, and may be renewed, increased or accelerated, in whole or in part; (iv) the Seller and any other party liable for payment under this Agreement may be granted indulgences generally; (v) any of the provisions of this Agreement or any other Facility Document may be modified, amended or waived; and (vi) any deposit balance for the credit of the Seller or any other party liable for the payment of the Guaranteed Obligations or liable upon any security therefor may be released, in whole or in part, at, before or after the stated, extended or accelerated maturity of the Guaranteed Obligations, all without notice to or further assent by the Guarantor, which shall remain bound thereon, notwithstanding any such exchange, compromise, surrender, extension, renewal, acceleration, modification, indulgence or release. (d) The Guarantor expressly waives to the fullest extent permitted by Applicable Law: (i) notice of acceptance of this guaranty by the Buyer and of all transfers of funds to the Seller by the Buyer; (ii) presentment and demand for payment or performance of any of the Guaranteed Obligations; (iii) protest and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Ownership Interests Guaranteed Obligations or with respect to any security therefor; (iv) notice of Guarantorthe Buyer obtaining, which cash distribution was received byamending, substituting for, releasing, waiving or modifying any Lien, if any, hereafter securing the Guaranteed Obligations, or due tothe Buyer’s subordinating, compromising, discharging or releasing such Liens, if any; (v) all other notices to which the Seller might otherwise be entitled in connection with the guaranty evidenced by this Section 11.13; and (vi) demand for payment under this guaranty. (e) The obligations of the Guarantor within one hundred eighty (180) days of an Event of Default, under this Section 11.13 shall be used automatically reinstated if and to (a) cure the extent that for any default reason any payment by or on behalf of any Person in respect of the Guaranteed Obligations is rescinded or must be otherwise restored by any other Borrower; (b) pay any and all costs and expenses incurred by the Lender in the enforcement holder of any of its rights under this Guarantythe Guaranteed Obligations, including without limitation reasonable attorneys’ fees; and (c) pay any damage or liability suffered by the Lender, to the extent such arise out whether as a result of any breach by proceedings in bankruptcy or reorganization or otherwise, and the Guarantor under this Guaranty, agrees that it will indemnify the Buyer on demand for all reasonable and documented costs and out-of-pocket expenses (including, without limitation, reasonable and documented fees and expenses of counsel) incurred by the Buyer in connection with such rescission or restoration, including any such costs and expenses incurred in defending against any claim alleging that such payment constituted a breach of preference, fraudulent transfer or similar payment under any bankruptcy, insolvency or similar law. (f) The Guarantor agrees that, as between the responsibilities of Guarantor set forth Guarantor, on the one hand, and the Buyer, on the other hand, the Guaranteed Obligations may be declared to be forthwith due and payable as provided in Section 7 8.02 (and shall be deemed to have become automatically due and payable in the circumstances provided in Section 8.02) notwithstanding any stay, injunction or other prohibition preventing such declaration (or preventing such Guaranteed Obligations from becoming automatically due and payable) as against any other Person and that, in the event of such declaration (or such Guaranteed Obligations being deemed to have become automatically due and payable), such Guaranteed Obligations (whether or not due and payable by any other Person) shall forthwith become due and payable by the Guarantor. (g) The Guarantor hereby agrees that until the payment and satisfaction in full of all Guaranteed Obligations and the expiration and termination of this Guaranty and/or a breach Agreement, it shall not exercise any right or remedy arising by reason of any representation, warranty or covenant set forth performance by it of its guarantee in Section 15 of this Guaranty (collectively11.13(a), whether by subrogation or otherwise, against the “Guaranteed Obligations”). If Seller or any such cash distributions are used to satisfy security for any of the Guaranteed Obligations under clause Obligations. (ah) above, then the amount so paid Notwithstanding any provision to the Lender by contrary contained herein, to the extent the obligations of the Guarantor shall be deemed adjudicated to be an unsecured loan invalid or unenforceable for any reason (including, without limitation, because of any Applicable Law relating to the Borrower in default, payable only from surplus cash (as defined by Program Obligations), and shall be evidenced solely by a Surplus Cash Note (Form HUD-92223-ORCF fraudulent conveyances or equivalenttransfers) with terms and an interest rate approved by HUD in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination of a Guaranteed Obligation with respect to a particular Borrower (a “Partial Release”), if there is a bona fide sale or assignment by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantor, and such sale or assignment is approved in accordance with Program Obligations. Without limiting the generality of the foregoing, the liability of Guarantor shall extend to all amounts which constitute part of then the obligations of a HUD Loan Document and would the Guarantor hereunder shall be owed by a Borrower limited to the Lender maximum amount that is permissible under such HUD Loan Document but for Applicable Law (as now or hereinafter in effect). (i) This guaranty is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and the fact that they are unenforceable or not allowable due to Transactions hereunder as defined under Sections 101(38)(A) and 741(7)(A)(xi) of the existence of a bankruptcy, reorganization, or similar proceeding involving a BorrowerBankruptcy Code.

Guaranty. Subject to the limitations contained in Section 28 of this Guaranty, (a) Each Guarantor hereby unconditionally, absolutely unconditionally and irrevocably guarantees to the Lender Secured Parties the due and punctual payment and performance of the Obligations (including interest accruing on and after the filing of any petition in bankruptcy or of reorganization of any Credit Party whether or not post filing interest is allowed in such proceeding). Each Guarantor further agrees that the cash equivalent Obligations may be modified, increased, extended or renewed, in whole or in part, without notice or further assent from it (except as may be otherwise required herein), and it will remain bound upon this Guaranty notwithstanding any such modification, increase, extension or renewal. (b) Each Guarantor waives presentation to, demand for payment from and protest to, as the case may be, any Credit Party or any other guarantor of any cash distributions received byof the Obligations, and also waives notice of protest for nonpayment, notice of acceleration and notice of intent to accelerate. The obligations of each Guarantor hereunder shall not be affected by (i) the failure of any Secured Party to assert any claim or due todemand or to enforce any right or remedy against the Borrower or any Guarantor or any other guarantor under the provisions of this Credit Agreement or any other agreement or otherwise; (ii) any modification, extension or renewal of any provision hereof or thereof; (iii) the failure of any Secured Party to obtain the consent of any Guarantor with respect to any rescission, waiver, compromise, acceleration, amendment or modification of any of the Ownership Interests terms or provisions of this Credit Agreement, any notes evidencing any of the Loans hereunder or of any other Fundamental Document or other agreement in connection herewith or therewith; (iv) the release, exchange, waiver or foreclosure of any security held by the Administrative Agent for the Obligations or any of them; (v) the failure of any Secured Party to exercise any right or remedy against any Guarantor or any other guarantor of the Obligations; or (vi) the release or substitution of any Guarantor or other guarantor of the Obligations. (c) Each Guarantor further agrees that this Guaranty constitutes a guaranty of performance and of payment when due and not just of collection, and waives any right to require that any resort be had by any Secured Party to any security held for payment of the Obligations or to any balance of any deposit, account or credit on the books of any Secured Party in favor of the Borrower or any Guarantor, which cash distribution was received byor to any other Person. (d) Each Guarantor hereby expressly assumes all responsibility to remain informed of the financial condition of the Borrower, the other Guarantors and any other guarantors and any circumstances affecting the Collateral or the Mortgaged Properties or the ability of the Borrower to perform under this Credit Agreement. (e) Each Guarantor's obligations under the Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations, any notes evidencing any of the Loans hereunder or any other instrument evidencing any Obligations, or due toby the existence, Guarantor within one hundred eighty (180) days validity, enforceability, perfection, or extent of an Event of Default, shall be used to (a) cure any default Lien on any Collateral or Mortgaged Property securing any Obligation or by any other Borrower; (b) pay any and all costs and expenses incurred by circumstance relating to the Lender in the enforcement of any of its rights under Obligations which might otherwise constitute a defense to this Guaranty, including without limitation reasonable attorneys’ fees; and (c) pay any damage or liability suffered by the Lender, to the extent such arise out of any breach by Guarantor under this Guaranty, including, without limitation, a breach . Neither of the responsibilities of Guarantor set forth in Section 7 of this Guaranty and/or a breach of any representation, warranty or covenant set forth in Section 15 of this Guaranty (collectivelyAdministrative Agent, the “Guaranteed Obligations”). If any such cash distributions are used to satisfy Issuing Bank nor any of the Guaranteed Obligations under clause (a) above, then the amount so paid to the Lender by Guarantor shall be deemed to be an unsecured loan to the Borrower in default, payable only from surplus cash (as defined by Program Obligations), and shall be evidenced solely by a Surplus Cash Note (Form HUD-92223-ORCF Lenders make any representation or equivalent) with terms and an interest rate approved by HUD in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination of a Guaranteed Obligation warranty with respect to a particular Borrower any such circumstances or have any duty or responsibility whatsoever to any Guarantor in respect to the management and maintenance of the Obligations or any collateral security for the Obligations. (a “Partial Release”)f) As between the Guarantors, if there is a bona fide sale or assignment by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantoron the one hand, and such sale or assignment is approved in accordance with Program Obligations. Without limiting the generality of Administrative Agent and the foregoingLenders, on the other hand, the liability agreements in this Credit Agreement, the Notes and all the other Fundamental Documents shall be conclusively deemed to have been made in reliance on the guaranty provided by the Guarantors in this Article 9, and each Guarantor hereby waives notice of Guarantor shall extend to all amounts which constitute part of the obligations of a HUD Loan Document and would be owed reliance by a Borrower to the either Agent or any Lender under on such HUD Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, or similar proceeding involving a Borrowerguaranty.

Guaranty. Subject to the limitations contained in Section 28 of this GuarantyThe Guarantors, Guarantor jointly and severally, hereby unconditionallyunconditionally and irrevocably, absolutely and irrevocably guarantees to the Lender that the cash equivalent of any cash distributions received by, or due to, Guarantor with respect to the Ownership Interests of Guarantor, which cash distribution was received by, or due to, Guarantor within one hundred eighty (180) days of an Event of Default, shall be used to guaranty (a) cure any default the punctual payment, as and when due and payable, by stated maturity or otherwise, of all obligations and any other Borrower; (b) pay any and all costs and expenses incurred amounts now or hereafter owing by the Lender Company in respect of it in respect of the enforcement of any of its rights under this GuarantySecurities Purchase Agreement, including without limitation reasonable attorneys’ fees; the Notes and (c) pay any damage or liability suffered by the Lender, to the extent such arise out of any breach by Guarantor under this Guarantyother Transaction Documents, including, without limitation, a breach all interest that accrues after the commencement of any proceeding commenced by or against any the Company or any Guarantor under any provision of the responsibilities Bankruptcy Code (Chapter 11 of Guarantor set forth Title 11 of the United States Code) or under any other bankruptcy or insolvency law, assignments for the benefit of creditors, formal or informal moratoria, compositions, or extensions generally with creditors, or proceedings seeking reorganization, arrangement, or other similar relief (an "Insolvency Proceeding"), whether or not the payment of such interest is unenforceable or is not allowable due to the existence of such Insolvency Proceeding, and all fees, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under any of the Transaction Documents, and any and all expenses (including reasonable counsel fees and expenses) reasonably incurred by the Buyers or the Collateral Agent in Section 7 of this Guaranty and/or a breach of enforcing any representation, warranty or covenant set forth in Section 15 of rights under this Guaranty (collectivelysuch obligations, to the extent not paid by the Company, being the "Guaranteed Obligations") and (b) the punctual and faithful performance, keeping, observance and fulfillment by the Company of all of the agreements, conditions, covenants and obligations of the Company contained in the Securities Purchase Agreement, the “Guaranteed Obligations”). If any such cash distributions are used to satisfy any of Notes and the Guaranteed Obligations under clause (a) above, then the amount so paid to the Lender by Guarantor shall be deemed to be an unsecured loan to the Borrower in default, payable only from surplus cash (as defined by Program Obligations), and shall be evidenced solely by a Surplus Cash Note (Form HUD-92223-ORCF or equivalent) with terms and an interest rate approved by HUD in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination of a Guaranteed Obligation with respect to a particular Borrower (a “Partial Release”), if there is a bona fide sale or assignment by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantor, and such sale or assignment is approved in accordance with Program Obligationsother Transaction Documents. Without limiting the generality of the foregoing, the each Guarantor's liability of Guarantor hereunder shall extend to all amounts which that constitute part of the obligations of a HUD Loan Document Guaranteed Obligations and would be owed by a Borrower the Company to the Lender Buyers under such HUD Loan Document the Securities Purchase Agreement and the Notes but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Guarantor or the Company (each, a bankruptcy, reorganization, or similar proceeding involving a Borrower"Transaction Party").

Guaranty. Subject The undersigned, SWISS REINSURANCE COMPANY, a Swiss company (the "Guarantor"), hereby absolutely, unconditionally and irrevocably guaranties the prompt payment as and when due of all present and future obligations of its indirect, wholly-owned subsidiary SWISS RE FINANCIAL PRODUCTS CORPORATION, a company incorporated in the State of Delaware ("THE GUARANTEED SUBSIDIARY") including, without limitation, any obligation in any capacity under, in connection with or ancillary to, contracts of insurance or reinsurance, contracts for borrowed money and other evidences of indebtedness of any party, however characterized, securities transactions, derivative, securitization and alternative risk transfer transactions, any obligation in the nature of credit extension, credit enhancement or contractual support, and any obligation relating to transactions governed by ISDA Master Agreements entered into from time to time by THE GUARANTEED SUBSIDIARY. In the case of transactions governed by ISDA Master Agreements, Guarantor's obligations under this Guaranty may be evidenced by and governed in accordance with the terms of a subguaranty (a "Subguaranty"), substantially in the form attached hereto. This Guaranty constitutes a guaranty of payment when due and not of collection and is not conditional or contingent upon any attempts to collect from, or pursue or exhaust any rights or remedies against, THE GUARANTEED SUBSIDIARY. A demand for payment hereunder may be made in writing addressed to the limitations contained Chief Financial Officer of the Guarantor. Notwithstanding any reference to any obligation of THE GUARANTEED SUBSIDIARY, the Guarantor's obligations under this Guaranty are its absolute and independent obligations as a primary obligor and are in Section 28 particular not dependent in any way on the validity or enforceability of and are not subject to any defense or excuse otherwise available under the guaranteed obligations of THE GUARANTEED SUBSIDIARY (but no payment hereunder shall be required unless the guaranteed obligations are due and payable in accordance with their terms) and the Guaranty thereby constitutes and is intended by the parties to constitute a non-accessory undertaking ("nicht akzessorische Verpflichtung") within the meaning of Art. I I I of the Swiss Code of Obligations ("CO") and not a mere surety ("Burgschaft") within the meaning of Art. 492 et seq. CO. Upon payment by the Guarantor to any beneficiary of the amount due under the Guarantee, the Guarantor shall be subrogated to the rights of the beneficiary against THE GUARANTEED SUBSIDIARY to the extent satisfied by such payment, and the beneficiary will take at the Guarantor's expense such steps as the Guarantor may reasonably request to implement such subrogation. The Guarantor shall not exercise any rights against THE GUARANTEED SUBSIDIARY which it may acquire in consequence of such payment or subrogation unless and until all the obligations of THE GUARANTEED SUBSIDIARY to such beneficiary shall have been paid in full. The Guarantor, and the signatories hereto acting jointly, hereby (i) authorize THE GUARANTEED SUBSIDIARY to deliver copies of this Guaranty, Guarantor hereby unconditionally, absolutely and irrevocably guarantees to the Lender that the cash equivalent of conclusively confirm its applicability to any cash distributions received by, transaction or due to, Guarantor with respect to the Ownership Interests of Guarantor, which cash distribution was received by, or due to, Guarantor within one hundred eighty (180) days of an Event of Default, shall be used to (a) cure any default by any other Borrower; (b) pay any and all costs and expenses incurred by the Lender in the enforcement of any of its rights under this Guaranty, including without limitation reasonable attorneys’ fees; and (c) pay any damage or liability suffered by the Lenderobligation, to the extent such arise out of any breach by Guarantor under this Guarantypersons as it deems necessary or advisable, including, without limitation, any counterparty to any transaction and any rating T-13 agency engaged in providing a breach rating of the responsibilities THE GUARANTEED SUBSIDIARY or any of Guarantor set forth in Section 7 of this Guaranty and/or a breach its obligations or of any representation, warranty product offered or covenant set forth in Section 15 of this Guaranty any manner contractually supported by THE GUARANTEED SUBSIDIARY and (collectively, the “Guaranteed Obligations”). If any such cash distributions are used to satisfy any of the Guaranteed Obligations under clause ii) (a) aboveauthorize any one of the Chief Executive Officer, then the amount so paid Chief Financial Officer and the Chief Risk Officer of the Guarantor to execute in the Lender name and on behalf of the Guarantor, in favor of the counterparty to any ISDA Master Agreement entered into by Guarantor shall be deemed to be an unsecured loan to the Borrower in default, payable only from surplus cash (as defined by Program Obligations)THE GUARANTEED SUBSIDIARY, and shall (b) authorize either such Member of the Executive Board or THE GUARANTEED SUBSIDIARY to deliver to such counterparty a Subguaranty issued under this Guaranty. This Guaranty is governed and will be evidenced solely by a Surplus Cash Note (Form HUD-92223-ORCF or equivalent) with terms and an interest rate approved by HUD construed in accordance with Program ObligationsSwiss law. The Lender and HUD Exclusive place of jurisdiction for any legal proceeding hereunder shall consent and agree tobe Zurich, and document, a termination of a Guaranteed Obligation with respect to a particular Borrower (a “Partial Release”), if there is a bona fide sale or assignment by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantor, and such sale or assignment is approved in accordance with Program Obligations. Without limiting the generality of the foregoing, the liability of Guarantor shall extend to all amounts which constitute part of the obligations of a HUD Loan Document and would be owed by a Borrower to the Lender under such HUD Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, or similar proceeding involving a BorrowerSwitzerland.

Guaranty. Subject to the limitations contained in Section 28 of this Guaranty, Guarantor hereby unconditionally, absolutely and irrevocably guarantees to the Lender that the cash equivalent of any cash distributions received by, or due to, Guarantor with respect to the Ownership Interests of Guarantor, which cash distribution was received by, or due to, Guarantor within one hundred eighty (180) days of an Event of Default, shall be used to (a) cure any default by Principal absolutely and unconditionally guarantees to Lender the prompt and full payment of the Debt (as defined in the Loan Agreement) in the event that (1) Initial Borrower files a voluntary petition under the Bankruptcy Code or any other Borrower; Federal or state bankruptcy or insolvency law, or (2) an involuntary case is commenced against Initial Borrower under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law with the collusion of Initial Borrower or any of its Affiliates. (b) pay Principal absolutely and unconditionally guarantees to Lender the prompt and full payment of any Taxes and Insurance Premiums. (c) Principal absolutely and unconditionally guarantees to Lender the prompt and full payment of any Replacement Reserve Shortfall payable pursuant Section 7.3 of the Loan Agreement. (d) Principal absolutely and unconditionally guarantees to Lender the prompt and full payment of any recordation, mortgage or other similar taxes payable in connection with the Mortgage or the Assignment of Leases or the assignment of the Mortgage or the Assignment of Leases to Lender. (e) Principal absolutely and unconditionally guarantees to Lender the prompt and full payment of any Lease Obligations Shortfall payable pursuant Section 7.4 of the Loan Agreement. (f) This is a guaranty of payment and not of collection. The obligations of Principal hereunder are and shall be absolute under any and all costs and expenses incurred by the Lender in the enforcement of any of its rights under this Guarantycircumstances, including without limitation reasonable attorneys’ fees; and (c) pay any damage or liability suffered by the Lender, regard to the extent such arise out of any breach by Guarantor under this Guarantyvalidity, including, without limitation, a breach regularity or enforceability of the responsibilities of Guarantor set forth in Section 7 of this Guaranty and/or a breach of any representation, warranty or covenant set forth in Section 15 of this Guaranty (collectivelyNote, the “Guaranteed Obligations”)Loan Agreement, the Mortgage or the other Loan Documents. If This Agreement shall remain in full force and effect as to any such cash distributions are used to satisfy modification, extension or renewal of the Note, the Loan Agreement, the Mortgage or any of the Guaranteed Obligations under clause (a) above, then the amount so paid to the Lender by Guarantor shall be deemed to be an unsecured loan to the Borrower in default, payable only from surplus cash (as defined by Program Obligations)other Loan Documents, and shall be evidenced solely notwithstanding any release or forbearance granted by a Surplus Cash Note (Form HUD-92223-ORCF or equivalent) with terms and an interest rate approved by HUD in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination of a Guaranteed Obligation with respect thereto, all of which may be made, done or suffered without notice to a particular Borrower (a “Partial Release”), if there is a bona fide sale or assignment by Guarantor further consent of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantor, and such sale or assignment is approved in accordance with Program Obligations. Without limiting the generality of the foregoing, the liability of Guarantor shall extend to all amounts which constitute part of the obligations of a HUD Loan Document and would be owed by a Borrower to the Lender under such HUD Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, or similar proceeding involving a BorrowerPrincipal.

Guaranty. Subject (a) For valuable consideration, the receipt of which is hereby acknowledged, and to induce the Lenders to make advances to each Borrower and to issue and participate in Letters of Credit and Swing Line Loans, the Company and each Designated Borrower (collectively, including the Company, the “Borrower Guarantors”) hereby absolutely and unconditionally guarantees 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 of each Borrower to the limitations contained in Section 28 of this GuarantyAdministrative Agent, Guarantor hereby unconditionallythe Lenders, absolutely and irrevocably guarantees to the Lender that Swing Line Lender, the cash equivalent of any cash distributions received byL/C Issuers, or due toany of them, Guarantor under or with respect to the Ownership Interests of GuarantorLoan Documents, which cash distribution was received bywhether for principal, interest, fees, expenses or due tootherwise, Guarantor within one hundred eighty (180) days of an Event of Default, shall be used to (a) cure any default by any other Borrower; (b) pay any and all costs and expenses incurred by the Lender in the enforcement Hedging Obligations of any of its rights under this Guaranty, including without limitation reasonable attorneys’ fees; and (c) pay Borrower owing to any damage Lender or liability suffered by the Lender, to the extent such arise out any Affiliate of any breach by Guarantor Lender under this Guaranty, including, without limitation, a breach of the responsibilities of Guarantor set forth in Section 7 of this Guaranty and/or a breach of any representation, warranty or covenant set forth in Section 15 of this Guaranty Designated Hedging Agreement (collectively, the “Guaranteed Obligations”). If any such cash distributions are used to satisfy any of the ; provided that Guaranteed Obligations under clause (a) above, then the amount so paid to the Lender by Guarantor shall be deemed to be an unsecured loan to the Borrower in default, payable only from surplus cash (as defined by Program Obligations), and shall be evidenced solely by a Surplus Cash Note (Form HUD-92223-ORCF or equivalent) with terms and an interest rate approved by HUD in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination of a Guaranteed Obligation Loan Party shall exclude any Excluded Swap Obligations with respect to a particular Borrower such Loan Party. 136 68208499_3 (a “Partial Release”), if there is a bona fide sale or assignment by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantor, and such sale or assignment is approved in accordance with Program Obligations. b) Without limiting the generality of the foregoing, the each Borrower Guarantor’s liability of Guarantor shall extend to all amounts which that constitute part of the obligations of a HUD Loan Document Guaranteed Obligations and would be owed by a Borrower any other Loan Party to the any Lender under such HUD or in respect of the Loan Document Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, reorganization or similar proceeding involving such other Loan Party. Each Borrower Guarantor, and by its acceptance of this Guaranty, the Administrative Agent and each other Lender Party, hereby confirms that it is the intention of all such Persons that this Guaranty and the Obligations of each Borrower Guarantor hereunder not constitute a Borrowerfraudulent transfer or conveyance for purposes of Debtor Relief Laws, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty and the Obligations of each Borrower Guarantor hereunder. To effectuate the foregoing intention, the Administrative Agent, the Lenders and the Borrower Guarantors hereby irrevocably agree that the Obligations of each Borrower Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Obligations of such Borrower Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. Each Borrower Guarantor hereby unconditionally and irrevocably agrees that in the event any payment shall be required to be made to any Lender under this Guaranty or any other guaranty, such Borrower Guarantor will contribute, to the maximum extent permitted by law, such amounts to each other Borrower Guarantor and each other guarantor so as to maximize the aggregate amount paid to the Lenders under or in respect of the Loan Documents.

Guaranty. Subject to the limitations contained in Section 28 of this Guaranty, Guarantor hereby unconditionally, absolutely and irrevocably guarantees to the Lender that the cash equivalent of any cash distributions received by, or due to, Guarantor with respect to the Ownership Interests of Guarantor, which cash distribution was received by, or due to, Guarantor within one hundred eighty (180) days of an Event of Default, shall be used to (a) cure any default by any other Borrower; (b) pay any and all costs and expenses incurred by the Lender in the enforcement of any of its rights under this Guaranty, including without limitation reasonable attorneys’ fees; and (c) pay any damage or liability suffered by the Lender, to the extent such arise out of any breach by Guarantor under this Guaranty, including, without limitation, a breach Each of the responsibilities of Guarantor set forth in Section 7 of this Guaranty and/or a breach of any representationGuarantors hereby jointly and severally guarantees to each Lender Party and each other Indemnified Party, warranty or covenant set forth in Section 15 of this Guaranty (collectivelyas primary obligor and not as surety, the “prompt payment of all Guaranteed Obligations”)Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms hereof. If any such cash distributions are used to satisfy The Guarantors hereby further agree that if any of the Guaranteed Obligations under clause are not paid in full when due (a) abovewhether at stated maturity, then the amount so paid to the Lender as a mandatory prepayment, by Guarantor shall be deemed to be an unsecured loan to the Borrower in defaultacceleration, payable only from surplus cash (as defined by Program Obligationsa mandatory Cash Collateralization or otherwise), the Guarantors will, jointly and shall severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be evidenced solely promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a Surplus mandatory Cash Note (Form HUD-92223-ORCF Collateralization or equivalentotherwise) with terms and an interest rate approved by HUD in accordance with Program Obligations. The Lender the terms of such extension or renewal. (b) Notwithstanding any provision to the contrary contained herein or in any other Loan Document or any Rate Protection Agreement or in any document or agreement relating to or on account of any Secured Bank Product, (i) the obligations of each Guarantor under this Agreement and HUD the other Loan Documents shall consent and agree to, and document, a termination be limited to an aggregate amount equal to the greatest amount that would not render such obligations subject to avoidance under the applicable Debtor Relief Laws; (ii) the Guaranteed Obligations of a Guaranteed Obligation any Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor; and (iii) with respect to each Subsidiary Guarantor that gives a particular Borrower mortgage on property in the State of Alabama (a each an “Partial ReleaseAL Guarantor”), if there is a bona fide sale or assignment by the guaranty obligations of each such AL Guarantor under this Agreement with respect to the Guaranteed Obligations of its Ownership Interests in a the other Loan Parties, including the obligation of the Borrower to pay the Loan, are contingent upon the Borrower or such other Loan Party failing to pay or perform the applicable obligation or the occurrence of any Default or Event of Default described in Section 8.1.7. (c) The obligations of the Guarantors under Section 9.1(a) are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or Rate Protection Agreements or documents or agreements relating to or on account of any Secured Bank Product, or any other agreement or instrument referred to therein, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by Law, irrespective of any Law or other circumstance whatsoever which might otherwise constitute a third party which is not an Affiliate legal or equitable discharge or defense of Guarantora surety or guarantor, it being the intent of this Section 9.1(c) that the obligations of the Guarantors hereunder shall be absolute and such sale or assignment is approved in accordance with Program Obligationsunconditional under any and all circumstances. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above: (A) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (B) any of the acts mentioned in any of the provisions of any of the Loan Documents, any Rate Protection Agreement, any document or agreements relating to or on account of any Secured Bank Product or any other agreement or instrument referred to in the Loan Documents or such Rate Protection Agreements or such documents or agreements relating to or on account of any Secured Bank Product shall be done or omitted; (C) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents, any Rate Protection Agreement, any document or agreement relating to or on account of any Secured Bank Product or any other agreement or instrument referred to in the Loan Documents or such Rate Protection Agreements or such documents or agreements relating to or on account of any Secured Bank Product shall be waived or otherwise modified or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be added, released, impaired or exchanged in whole or in part or otherwise dealt with; (D) any Lien granted to, or in favor of, the Administrative Agent or any other Lender Party or Indemnified Party as security for any of the Guaranteed Obligations shall fail to attach or be perfected; (E) any of the Guaranteed Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor); (F) any defense, set-off or counterclaim which may at any time be available to or be asserted by the Borrower or any other Loan Party against any Lender Party or other Indemnified Party; or (G) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Borrower, any other Loan Party or such Guarantor, including as a result of any proceedings of the nature referred to in Section 8.1.7. With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, promptness, presentment, demand of payment, protest, notice of acceptance and all other notices whatsoever, and any requirement that the Administrative Agent or any other Lender Party or Indemnified Party exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents, any Rate Protection Agreement, any documents or agreements relating to or on account of any Secured Bank Product or any other agreement or instrument referred to in the Loan Documents or such Rate Protection Agreements or such documents or agreements relating to or on account of any Secured Bank Product, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations. (d) Each Guarantor hereby irrevocably waives to the extent permitted by Law and until such time as all of the Guaranteed Obligations shall have been paid in full in cash and the Commitments have irrevocably terminated, any claim or other rights which it may now or hereafter acquire against the Borrower or any other Loan Party that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Section 9.1 or any other Loan Document or any Rate Protection Agreement or any documents or agreements relating to or on account of any Secured Bank Product, including any right of subrogation, reimbursement, exoneration, contribution or indemnification, and any right to participate in any claim or remedy of any Lender Party or other Indemnified Party against the Borrower or any other Loan Party or any collateral which any Lender Party or other Indemnified Party now has or hereafter acquires, whether or not such claim, remedy or right arises in equity, or under contract or Law. If any amount shall be paid to any Guarantor in violation of the preceding sentence, such amount shall be deemed to have been paid to such Guarantor for the benefit of, and held in trust for, the Lender Parties and other Indemnified Parties, and shall forthwith be paid to the Administrative Agent on behalf of the Lender Parties and other Indemnified Parties to be credited and applied against the Guaranteed Obligations, whether matured or unmatured. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Agreement and that the waiver set forth in this Section 9.1(d) is knowingly made in contemplation of such benefits. (e) The obligations of the Guarantors under this Section 9.1 shall continue to be effective or shall be automatically reinstated, as the case may be, if and to the extent that for any reason any payment by or on behalf of any Person in respect of any of the Guaranteed Obligations is rescinded or must be otherwise restored by any holder of any of the Guaranteed Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, and each Guarantor agrees that it will indemnify the Administrative Agent and each other Lender Party or Indemnified Party on demand for all costs and expenses (including, without limitation, the reasonable, documented or invoiced, out-of-pocket fees, charges and disbursements of counsel) incurred by the Administrative Agent or such Lender Party or Indemnified Party in connection with such rescission or restoration, including any such costs and expenses incurred in defending against any claim alleging that such payment constituted a preference, fraudulent transfer or similar payment under any Debtor Relief Laws. (f) Each Guarantor agrees that such Guarantor shall extend have no right of recourse to security for any of the Guaranteed Obligations, except through the exercise of rights of subrogation pursuant to Section 9.1(d) and through the exercise of rights of contribution pursuant to Section 9.3. (g) The Guarantors agree that, to the fullest extent permitted by Law, as between the Guarantors, on the one hand, and the Administrative Agent, the other Lender Parties and Indemnified Parties, on the other hand, the Guaranteed Obligations may be declared to be forthwith due and payable as provided in Article VIII (and shall be deemed to have become automatically due and payable in the circumstances provided in Section 8.2) for purposes of Section 9.1(a) notwithstanding any stay, injunction or other prohibition preventing such declaration (or preventing any of the Guaranteed Obligations from becoming automatically due and payable) as against any other Person and that, in the event of such declaration (or any of the Guaranteed Obligations being deemed to have become automatically due and payable), the Guaranteed Obligations (whether or not due and payable by any other Person) shall forthwith become due and payable by the Guarantors for purposes of Section 9.1(a). The Subsidiary Guarantors acknowledge and agree that their obligations hereunder are secured in accordance with the terms of the Security Agreement, Pledge Agreement, Mortgages, and the other Loan Documents and that the Lender Parties may exercise their remedies thereunder in accordance with the terms thereof. (h) The guarantee in this Section 9.1 is a guaranty of payment and not of collection, is a continuing guarantee, and shall apply to all amounts which constitute part of the obligations of a HUD Loan Document and would be owed by a Borrower to the Lender under such HUD Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, or similar proceeding involving a BorrowerGuaranteed Obligations whenever arising.

Guaranty. Subject Therefore, for value received, and in consideration of any loan, advance or financial accommodation of any kind whatsoever heretofore, now or hereafter made, given or granted to Company under the limitations contained in Section 28 of this GuarantyLoan Agreement or any other Transaction Document by Agent or any Lender, Guarantor hereby unconditionallyunconditionally guaranties the full and prompt payment when due, absolutely whether at maturity or earlier, by reason of acceleration or otherwise, and irrevocably at all times thereafter, of all of the Obligations. Without limiting the foregoing, Guarantor guarantees the payment of all fees, costs and expenses (including attorneys' fees and expenses) incurred by Agent or any Lender in attempting to collect any amount due under this Guaranty or in prosecuting any action against Company in any way related to the Lender that the cash equivalent of any cash distributions received by, or due toTransaction Documents, Guarantor with respect to the Ownership Interests of Guarantor, which cash distribution was received by, this Guaranty or due to, Guarantor within one hundred eighty (180) days of an Event of Default, shall be used to (a) cure any default by any other Borrower; (b) pay any guarantor of all or part of the Obligations and all interest, fees, costs and expenses incurred by owing to Agent or any Lender after the Lender in commencement of bankruptcy proceedings with respect to Company, any Guarantor or any other guarantor of all or part of the enforcement Obligations (whether or not the same may be collected while such proceedings are pending). Guarantor hereby agrees that this Guaranty is a present and continuing guaranty of payment and not of collection and that its obligations hereunder shall be unconditional, irrespective of (i) the validity or enforceability of the Obligations or any part thereof, or of any of its rights under this Guarantythe Transaction Documents, (ii) the waiver or consent by Agent or any Lender with respect to any provision of any Transaction Document, or any amendment, modification or other change with respect to any Transaction Document, (iii) any merger or consolidation of Company, Guarantor or any other guarantor of all or part of the Obligations into or with any Person or any change in the ownership of the equity of Company, Guarantor or any other guarantor of all or part of the Obligations, (iv) any dissolution of Guarantor or any insolvency, bankruptcy, liquidation, reorganization or similar proceedings with respect to Company, Guarantor or any other guarantor of all or part of the Obligations, (v) any action or inaction on the part of Agent or any Lender, including without limitation reasonable attorneys’ fees; and (c) pay any damage or liability suffered by the Lender, to the extent such arise out absence of any breach by attempt to collect the Obligations from Company, Guarantor under this Guaranty, including, without limitation, a breach or any other guarantor of the responsibilities of Guarantor set forth in Section 7 of this Guaranty and/or a breach of any representation, warranty all or covenant set forth in Section 15 of this Guaranty (collectively, the “Guaranteed Obligations”). If any such cash distributions are used to satisfy any of the Guaranteed Obligations under clause (a) above, then the amount so paid to the Lender by Guarantor shall be deemed to be an unsecured loan to the Borrower in default, payable only from surplus cash (as defined by Program Obligations), and shall be evidenced solely by a Surplus Cash Note (Form HUD-92223-ORCF or equivalent) with terms and an interest rate approved by HUD in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination of a Guaranteed Obligation with respect to a particular Borrower (a “Partial Release”), if there is a bona fide sale or assignment by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantor, and such sale or assignment is approved in accordance with Program Obligations. Without limiting the generality of the foregoing, the liability of Guarantor shall extend to all amounts which constitute part of the obligations Obligations or other action to enforce the same or the failure by Agent to take any steps to perfect and maintain its Lien on, or to preserve its rights to, any security or collateral for the Obligations, (vi) Agent's election, in any proceeding instituted under Chapter 11 of Title 11 of the Bankruptcy Code of the application of Section 1111(b)(2) of the Bankruptcy Code, (vii) any borrowing or grant of a HUD Loan Document and would be owed Lien by Company, Guarantor or any other guarantor of all or part of the Obligations, as debtor-in-possession, under Section 364 of the Bankruptcy Code, (viii) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of Agent's or any Lender's claims for repayment of the Obligations, (ix) Agent's or any Lender's inability to enforce the Obligations of Company as a Borrower to result of the Lender automatic stay provisions under such HUD Loan Document but for Section 362 of the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganizationBankruptcy Code, or similar proceeding involving (x) any other circumstance which might otherwise constitute a Borrowerlegal or equitable discharge or defense of Company, Guarantor or any other guarantor of all or part of the Obligations (other than the irrevocable payment in full in cash of the Obligations).

Guaranty. Subject to the limitations contained in Section 28 of this Guaranty, (a) Each Guarantor hereby unconditionally, absolutely unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise pursuant to the Lender that terms of this Agreement, of all obligations of the cash equivalent Borrower and each other Credit Party now or hereafter existing under or in respect of any cash distributions received by, or due to, Guarantor with respect to the Ownership Interests of Guarantor, which cash distribution was received by, or due to, Guarantor within one hundred eighty Loan Documents (180) days of an Event of Default, shall be used to (a) cure any default by any other Borrower; (b) pay any and all costs and expenses incurred by the Lender in the enforcement of any of its rights under this Guaranty, including without limitation reasonable attorneys’ fees; and (c) pay any damage or liability suffered by the Lender, to the extent such arise out of any breach by Guarantor under this Guaranty, including, without limitation, a breach any extensions, modifications, substitutions, amendments or renewals of any or all of the responsibilities of Guarantor set forth in Section 7 of this Guaranty and/or a breach of any representationforegoing obligations), warranty whether direct or covenant set forth in Section 15 of this Guaranty indirect, absolute or contingent, and whether for principal, interest, fees, expenses or otherwise (collectively, such obligations being the “Guaranteed Obligations”). If any such cash distributions are used to satisfy any of the Guaranteed Obligations under clause (a) above, then the amount so paid to the Lender by Guarantor shall be deemed to be an unsecured loan to the Borrower in default, payable only from surplus cash (as defined by Program Obligations"GUARANTEED OBLIGATIONS"), and agrees to pay any and all expenses (including, without limitation, reasonable counsel fees TODCO - Omnibus Credit Agreement and expenses) incurred by the Agents or the Lender Parties in enforcing any rights under this Guaranty or any other Loan Documents. (b) Each Guarantor hereby unconditionally and irrevocably agrees that in the event any payment shall be evidenced solely required to be made to any Agent or any Lender Party under this Guaranty or any other guaranty, such Guarantor will contribute, to the maximum extent permitted by a Surplus Cash Note law, such amounts to each other Guarantor so as to maximize the aggregate amount paid to any Agent or any Lender Parties (Form HUD-92223-ORCF up to the amount of the payment so required to be made) under or equivalentin respect of the Loan Documents. (c) with terms and an interest rate approved by HUD in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination of a Guaranteed Obligation with respect to a particular Borrower (a “Partial Release”), if there is a bona fide sale or assignment by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Each Guarantor, and such sale or assignment is approved in accordance with Program Obligations. Without limiting the generality by its acceptance of the foregoingthis Agreement, the liability Agents and each other Lender Party, hereby confirms that it is the intention of Guarantor shall extend to all amounts which constitute part of such Persons that this Guaranty and the obligations of each Guarantor hereunder not constitute a HUD Loan Document and would be owed by a Borrower fraudulent transfer or conveyance for purposes of Section 548 of Title 11, U.S. Code, or any similar foreign, federal or state law for the relief of debtors, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty and the obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Agents, the other Lender Parties and the Guarantors hereby irrevocably agree that the obligations of each Guarantor under such HUD Loan Document but for the fact that they are unenforceable or not allowable due this Guaranty at any time shall be limited to the existence maximum amount as will result in the obligations of such Guarantor under this Guaranty not constituting a bankruptcy, reorganization, fraudulent transfer or similar proceeding involving a Borrowerconveyance.

Guaranty. Subject to the limitations contained in Section 28 of this Guaranty, Guarantor The Guarantors hereby unconditionally, absolutely jointly and severally unconditionally and irrevocably guarantees to guarantee the Lender that full and prompt payment when due, whether at stated maturity, by acceleration or otherwise, of, and the cash equivalent of any cash distributions received byperformance of, or due to, Guarantor with respect to the Ownership Interests of Guarantor, which cash distribution was received by, or due to, Guarantor within one hundred eighty (180) days of an Event of Default, shall be used to (a) cure any default by any other Borrower; the Obligations, whether now or hereafter existing and whether for principal, interest, fees, expenses or otherwise, (b) pay any and all costs reasonable out-of-pocket expenses (including, without limitation, reasonable expenses and reasonable counsel fees and expenses of the Administrative Agent and the Lenders) incurred by the Lender in the enforcement of any of its the Guarantied Parties in enforcing any rights under this Guaranty, including without limitation reasonable attorneys’ fees; Guaranty and (c) pay any damage or liability suffered by all present and future amounts that would become due but for the Lender, to the extent such arise out operation of any breach by Guarantor under this Guarantyprovision of Debtor Relief Laws, and all present and future accrued and unpaid interest, including, without limitation, a breach of all post-petition interest if the responsibilities of Borrower or any Guarantor voluntarily or involuntarily becomes subject to any Debtor Relief Laws (the items set forth in Section 7 of this Guaranty and/or a breach of any representationclauses (a), warranty or covenant set forth in Section 15 of this Guaranty (collectively, b) and (c) immediately above being herein referred to as the “Guaranteed Guarantied Obligations”). If any such cash distributions are used Upon failure of the Borrower to satisfy pay any of the Guaranteed Guarantied Obligations when due after the giving by the Administrative Agent and/or the Lenders of any notice and the expiration of any applicable cure period in each case provided for in the Credit Agreement, other Loan Documents or any Guarantied Swap Contract (whether at stated maturity, by acceleration or otherwise), the Guarantors hereby further jointly and severally agree to promptly pay the same after the Guarantors’ receipt of notice from the Administrative Agent of the Borrower’s failure to pay the same, without any other demand or notice whatsoever, including without limitation, any notice having been given to any Guarantor of either the acceptance by the Guarantied Parties of this Guaranty or the creation or incurrence of any of the Obligations. This Guaranty is an absolute guaranty of payment and performance of the Guarantied Obligations and not a guaranty of collection, meaning that it is not necessary for the Guarantied Parties, in order to enforce payment by the Guarantors, first or contemporaneously to accelerate payment of any of the Guarantied Obligations, to institute suit or exhaust any rights against any Loan Party, or to enforce any rights against any collateral. Notwithstanding anything herein, in any other Loan Document or any Guarantied Swap Contract to the contrary, in any action or proceeding involving any state corporate law, or any state or federal bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if, as a result of applicable law relating to fraudulent conveyance or fraudulent transfer, including Section 548 of Bankruptcy Code or any applicable provisions of comparable state law (collectively, “Fraudulent Transfer Laws”), the obligations of any Guarantor under clause this Section 1 would otherwise, after giving effect to (a) aboveall other liabilities of such Guarantor, contingent or otherwise, that are relevant under such Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Guarantor in respect of intercompany Indebtedness to the Borrower to the extent that such Indebtedness would be discharged in an amount equal to the amount paid by such Guarantor hereunder) and (b) to the value as assets of such Guarantor (as determined under the applicable provisions of such Fraudulent Transfer Laws) of any rights of subrogation, contribution, reimbursement, indemnity or similar rights held by such Guarantor pursuant to (i) applicable requirements of Law, (ii) Section 10 hereof or (iii) any other contractual obligations providing for an equitable allocation among such Guarantor and other Subsidiaries or Affiliates of the Borrower of obligations arising under this Guaranty or other guaranties of the Obligations by such parties, be held or determined to be void, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under this Section 1, then the amount so paid of such liability shall, without any further action by such Guarantor, any Lender, the Administrative Agent or any other Person, be automatically limited and reduced to the Lender by Guarantor shall be deemed to be an unsecured loan highest amount that is valid and enforceable and not subordinated to the Borrower claims of other creditors as determined in default, payable only from surplus cash (as defined by Program Obligations), and shall be evidenced solely by a Surplus Cash Note (Form HUD-92223-ORCF such action or equivalent) with terms and an interest rate approved by HUD in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination of a Guaranteed Obligation with respect to a particular Borrower (a “Partial Release”), if there is a bona fide sale or assignment by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantor, and such sale or assignment is approved in accordance with Program Obligations. Without limiting the generality of the foregoing, the liability of Guarantor shall extend to all amounts which constitute part of the obligations of a HUD Loan Document and would be owed by a Borrower to the Lender under such HUD Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, or similar proceeding involving a Borrowerproceeding.

Guaranty. Subject to the limitations contained in Section 28 of this Guaranty, Guarantor hereby unconditionally, absolutely and irrevocably guarantees to the Lender that the cash equivalent of any cash distributions received by, or due to, Guarantor with respect to the Ownership Interests of Guarantor, which cash distribution was received by, or due to, Guarantor within one hundred eighty (180) days of an Event of Default, shall be used to (a) cure any default by any other Borrower; Guarantor absolutely, unconditionally, and jointly and severally guarantees the prompt payment and satisfaction, when due, of: (bi) pay any all indebtedness, liabilities and all costs obligations of Debtor to FFCC, of every kind and expenses incurred by the Lender in the enforcement of any of its rights under this Guarantynature, including without limitation reasonable attorneys’ fees; however arising, and (c) pay any damage whether now existing or liability suffered by the Lender, to the extent such arise out of any breach by Guarantor under this Guarantyhereafter arising, including, without limitation, a breach the indebtedness, liabilities, indemnities and obligations of Debtor to FFCC under, in connection with or arising out of the responsibilities Financial Accommodations, the Documents or otherwise and (ii) the full and faithful performance and discharge by Debtor of Guarantor set forth in Section 7 of this Guaranty and/or a breach of any each and every term, condition, agreement, representation, warranty or warranty, covenant set forth and provision on the part of Debtor contained in Section 15 the Documents(all of this Guaranty (collectively, the “foregoing are hereinafter collectively referred to as the "Guaranteed Obligations”"). If any such cash distributions are used to satisfy any Guarantor acknowledges that other individuals or entities may also guarantee the payment and performance of the Guaranteed Obligations under clause and that Guarantor is unconditionally delivering this Guaranty to FFCC. The Guarantor further acknowledges that the failure of any of the other guarantors to execute and deliver their respective guarantees or the discharge of any of the other guarantors shall not discharge the liability of the Guarantor. (ab) above, then the amount so paid to the Lender by Guarantor shall be deemed absolutely, unconditionally and jointly and severally guarantee to be an unsecured loan pay all of the Guaranteed Obligations and perform all of the foregoing terms, covenants and conditions, regardless of any other agreements or circumstances of any nature whatsoever which might otherwise constitute a defense to this Guaranty and notwithstanding that any part or all of the Borrower in default, payable only from surplus cash (as defined by Program Obligations), and Documents or any Financial Accommodation shall be evidenced solely void or voidable as against Debtor or any of Debtor's creditors, including a trustee in bankruptcy of Debtor, by a Surplus Cash Note (Form HUD-92223-ORCF reason of any fact or equivalent) with terms and an interest rate approved circumstances including, without limitation, failure by HUD any person to file any document or to take any other action to make any of the Documents or any other Financial Accommodation enforceable in accordance with Program Obligationstheir respective terms. The Lender Guarantor also agrees that Guarantor's obligations hereunder shall not be relieved in the event FFCC fails to properly secure or perfect an interest in any collateral securing the Guaranteed Obligations or fails to protect or otherwise impairs any collateral, whether as a result of FFCC’s negligence or otherwise. (c) Guarantor shall, on demand, reimburse FFCC for all expenses, collection charges, court costs and HUD shall consent attorneys' fees incurred by FFCC in endeavoring to collect or enforce any of FFCC’s rights and agree to, and document, a termination of a Guaranteed Obligation with respect to a particular Borrower (a “Partial Release”), if there is a bona fide sale remedies against Debtor and/or Guarantor or assignment by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantor, and such sale any other person or assignment is approved in accordance with Program Obligations. Without limiting the generality of the foregoing, the liability of Guarantor shall extend to all amounts which constitute part of the obligations of a HUD Loan Document and would be owed by a Borrower to the Lender under such HUD Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, or similar proceeding involving a Borrowerconcern liable thereto.

Guaranty. Subject to the limitations contained in Section 28 of this Guaranty, Guarantor hereby unconditionally, absolutely and irrevocably guarantees to the Lender that the cash equivalent of any cash distributions received by, or due to, Guarantor with respect to the Ownership Interests of Guarantor, which cash distribution was received by, or due to, Guarantor within one hundred eighty (180) days of an Event of Default, shall be used to (a) cure Guarantors hereby, jointly and severally, absolutely, irrevocably and unconditionally guarantee to the Administrative Agent, for the ratable benefit of the Secured Parties, the prompt, complete and Full Payment when due (whether at stated maturity, by acceleration, by required prepayment, declaration, demand or otherwise) of the Obligations of the Borrower now or hereafter existing under the DIP Credit Agreement or any default by any other Borrower; Loan Document, whether for principal, interest, fees, costs, disbursements, commissions, expense reimbursements, indemnifications or otherwise, and further guarantee that the Borrower will timely perform the Obligations in accordance with the terms and provisions of the DIP Credit Agreement and the DIP Orders. (b) pay any If and all costs and expenses incurred by to the Lender extent required in order for the enforcement obligations of any Guarantor to be enforceable under applicable federal, state and other laws relating to the insolvency of debtors, the maximum liability of such Guarantor hereunder shall be limited to the maximum amount which can be guaranteed by such Guarantor under such laws. Each Guarantor acknowledges and agrees that, to the extent not prohibited by Applicable Law, (i) such Guarantor (as opposed to its creditors, representatives of creditors or bankruptcy trustee, including such Guarantor in its capacity as debtor in possession exercising any powers of a bankruptcy trustee) has no personal right under such laws to reduce, or request any judicial relief that has the effect of reducing, the amount of its rights liability under this Guaranty, (ii) such Guarantor (as opposed to its creditors, representatives of creditors or bankruptcy trustee, including without such Guarantor in its capacity as debtor in possession exercising any powers of a bankruptcy trustee) has no personal right to enforce the limitation reasonable attorneys’ fees; and (cset forth in this Section 1(b) pay any damage or to reduce, or request judicial relief reducing, the amount of its liability suffered by the Lender, to the extent such arise out of any breach by Guarantor under this Guaranty, including, without limitation, a breach of and (iii) the responsibilities of Guarantor limitation set forth in this Section 7 of this Guaranty and/or a breach of any representation, warranty or covenant set forth in Section 15 of this Guaranty (collectively, the “Guaranteed Obligations”). If any such cash distributions are used to satisfy any of the Guaranteed Obligations under clause (a1(b) above, then the amount so paid may be enforced only to the Lender by Guarantor shall be deemed to be an unsecured loan to the Borrower extent required under such laws in default, payable only from surplus cash (as defined by Program Obligations), and shall be evidenced solely by a Surplus Cash Note (Form HUD-92223-ORCF or equivalent) with terms and an interest rate approved by HUD in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination of a Guaranteed Obligation with respect to a particular Borrower (a “Partial Release”), if there is a bona fide sale or assignment by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantor, and such sale or assignment is approved in accordance with Program Obligations. Without limiting the generality of the foregoing, the liability of Guarantor shall extend to all amounts which constitute part of order for the obligations of a HUD Loan Document and would such Guarantor under this Guaranty to be owed by a Borrower to the Lender enforceable under such HUD Loan Document but laws and only by or for the fact that they are unenforceable or not allowable due to the existence benefit of a bankruptcycreditor, reorganizationrepresentative of creditors or bankruptcy trustee of such Guarantor or other Person entitled, under such laws, to enforce the provisions thereof. (c) Each Guarantor agrees that the Obligations may at any time and from time to time be incurred or similar proceeding involving a Borrowerpermitted in an amount exceeding the maximum liability of such Guarantor under Section 1(b) without impairing the guarantee contained in this Section 1 or affecting the rights and remedies of any Secured Party hereunder.

Guaranty. Subject In order to induce the limitations contained Agents, the Collateral Agent, -------- the Letter of Credit Issuers and the Lenders to enter into this Agreement and to extend credit hereunder, and to induce the other Guaranteed Creditors to enter into Interest Rate Protection Agreements and Other Hedging Agreements and in Section 28 recognition of this Guarantythe direct benefits to be received by Holdings from the proceeds of the Loans, Guarantor the issuance of the Letters of Credit and the entering into of such Interest Rate Protection Agreements and Other Hedging Agreements, Holdings hereby unconditionally, absolutely agrees with the Guaranteed Creditors as follows: Holdings hereby and unconditionally and irrevocably guarantees to guarantees, as primary obligor and not merely as surety, the Lender that the cash equivalent full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any cash distributions received by, or due to, Guarantor with respect to the Ownership Interests of Guarantor, which cash distribution was received by, or due to, Guarantor within one hundred eighty (180) days of an Event of Default, shall be used to (a) cure any default by any other Borrower; (b) pay any and all costs of the Guaranteed Obligations of each Borrower to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of any Borrower to the Guaranteed Creditors becomes due and payable hereunder, Holdings, unconditionally and irrevocably, promises to pay such indebtedness to the Administrative Agent and/or the other Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Lender Administrative Agent and the other Guaranteed Creditors in the enforcement of any of its rights under this Guaranty, including without limitation reasonable attorneys’ fees; and (c) pay any damage or liability suffered by the Lender, to the extent such arise out of any breach by Guarantor under this Guaranty, including, without limitation, a breach of the responsibilities of Guarantor set forth in Section 7 of this Guaranty and/or a breach of any representation, warranty or covenant set forth in Section 15 of this Guaranty (collectively, the “Guaranteed Obligations”). If any such cash distributions are used to satisfy collecting any of the Guaranteed Obligations under clause of any Borrower. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations of any Borrower and any of the aforesaid payees repays all or part of said amount by reason of (ai) aboveany judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including any Borrower), then and in such event Holdings agrees that any such judgment, decree, order, settle- ment or compromise shall be binding upon Holdings, notwithstanding any revocation of this Guaranty or other instrument evidencing any liability of any Borrower, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so paid repaid or recovered to the Lender same extent as if such amount had never originally been received by Guarantor shall be deemed to be an unsecured loan to the Borrower in default, payable only from surplus cash (as defined by Program Obligations), and shall be evidenced solely by a Surplus Cash Note (Form HUD-92223-ORCF or equivalent) with terms and an interest rate approved by HUD in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination of a Guaranteed Obligation with respect to a particular Borrower (a “Partial Release”), if there is a bona fide sale or assignment by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantor, and any such sale or assignment is approved in accordance with Program Obligations. Without limiting the generality of the foregoing, the liability of Guarantor shall extend to all amounts which constitute part of the obligations of a HUD Loan Document and would be owed by a Borrower to the Lender under such HUD Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, or similar proceeding involving a Borrowerpayee.

Guaranty. Subject 12.1.1 Each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally and irrevocably, guaranties to the limitations contained in Section 28 Administrative Agent, for the ratable benefit of this Guarantythe Secured Parties and their respective successors, Guarantor hereby unconditionallyindorsees, absolutely transferees and irrevocably guarantees assigns, the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of the Borrower and each other Subsidiary Guarantor. 12.1.2 If and to the Lender that extent required in order for the cash equivalent Obligations of any cash distributions received bySubsidiary Guarantor to be enforceable under applicable federal, or due to, Guarantor with respect state and other laws relating to the Ownership Interests insolvency of Guarantordebtors, which cash distribution was received by, or due to, the maximum liability of such Subsidiary Guarantor within one hundred eighty (180) days of an Event of Default, hereunder shall be used limited to (a) cure the greatest amount which can lawfully be guaranteed by such Subsidiary Guarantor under such laws, after giving effect to any default by any other Borrower; (b) pay any rights of contribution, reimbursement and all costs subrogation arising under Section 12.2. Each Subsidiary Guarantor acknowledges and expenses incurred by the Lender in the enforcement of any of its rights under this Guaranty, including without limitation reasonable attorneys’ fees; and (c) pay any damage or liability suffered by the Lenderagrees that, to the extent not prohibited by applicable law, (i) such arise out Subsidiary Guarantor (as opposed to its creditors, representatives of creditors or bankruptcy trustee, including such Subsidiary Guarantor in its capacity as debtor in possession exercising any breach by powers of a bankruptcy trustee) has no personal right under such laws to reduce, or request any judicial relief that has the effect of reducing, the amount of its liability under this Agreement, (ii) such Subsidiary Guarantor (as opposed to its creditors, representatives of creditors or bankruptcy trustee, including such Subsidiary Guarantor in its capacity as debtor in possession exercising any powers of a bankruptcy trustee) has no personal right to enforce the limitation set forth in this Section 12.1.2 or to reduce, or request judicial relief reducing, the amount of its liability under this Agreement, and (iii) the limitation set forth in this Section 12.1.2 may be enforced only to the extent required under such laws in order for the obligations of such Subsidiary Guarantor under this GuarantyAgreement to be enforceable under such laws and only by or for the benefit of a creditor, includingrepresentative of creditors or bankruptcy trustee of such Subsidiary Guarantor or other person entitled, under such laws, to enforce the provisions thereof. 12.1.3 Each Subsidiary Guarantor agrees that the Obligations may at any time and from time to time be incurred or permitted in an amount exceeding the maximum liability of such Subsidiary Guarantor under Section 12.1.2 without limitation, a breach impairing the guaranty contained in this Section 12 or affecting the rights and remedies of any Secured Party hereunder. 12.1.4 The guaranty contained in this Section 12 shall remain in full force and effect until payment in full in cash of the responsibilities of Guarantor set forth in Section 7 Obligations (other than contingent indemnification obligations not yet due and payable), notwithstanding that from time to time during the term of this Guaranty and/or a breach of Agreement and the other Loan Documents the Borrower may be free from any representationObligations. 12.1.5 No payment made by the Borrower, warranty or covenant set forth in Section 15 of this Guaranty (collectively, the “Guaranteed Obligations”). If any such cash distributions are used to satisfy any of the Guaranteed Subsidiary Guarantors, any other guarantor or any other person or received or collected by any Secured Party from the Borrower, any of the Subsidiary Guarantors, any other guarantor or any other person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations under clause (a) above, then the amount so paid to the Lender by Guarantor shall be deemed to be an unsecured loan to modify, reduce, release or otherwise affect the Borrower liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in default, payable only respect of the Obligations or any payment received or collected from surplus cash (as defined by Program such Subsidiary Guarantor in respect of the Obligations), and shall be evidenced solely by a Surplus Cash Note (Form HUD-92223-ORCF or equivalent) with terms and an interest rate approved by HUD in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination of a Guaranteed Obligation with respect remain liable for the Obligations up to a particular Borrower (a “Partial Release”), if there is a bona fide sale or assignment by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantor, and such sale or assignment is approved in accordance with Program Obligations. Without limiting the generality of the foregoing, the maximum liability of such Subsidiary Guarantor shall extend to all amounts which constitute part of hereunder until the obligations of a HUD Loan Document Obligations are paid in full in cash and would be owed by a Borrower to the Lender under such HUD Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, or similar proceeding involving a Borrowerthis Agreement has terminated.

Guaranty. Subject each guaranty agreement executed by a Guarantor in favor of Agent. Hazardous Materials — all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law. Heritage Credit Agreement — the limitations contained Amended and Restated Credit Agreement dated as of February 28, 2003, among The Heritage Group, Asphalt Materials, Inc. and Heritage Environmental Services, Inc., as borrowers or guarantors thereunder, National City Bank, as agent and the lenders party thereto, under which the Borrower is a limited guarantor and co-obligor. Indebtedness — with respect to any Person, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, or upon which interest payments are customarily made, (c) all obligations of such Person under conditional sale or other title retention agreements relating to Property purchased by such Person (other than customary reservations or retentions of title under agreements with suppliers entered into in Section 28 the Ordinary Course of this GuarantyBusiness), Guarantor hereby unconditionally(d) all obligations of such Person issued or assumed as the deferred purchase price of Property or services purchased by such Person (other than trade debt incurred in the Ordinary Course of Business and due within six months of the incurrence thereof) which would appear as liabilities on a balance sheet of such Person, absolutely (e) all obligations of such Person under take-or-pay or similar arrangements or under commodities agreements, (f) the Attributable Indebtedness of such Person with respect to Capital Leases and irrevocably guarantees to Synthetic Lease Obligations, (g) all net obligations of such Person under Swap Contracts, (h) all direct and contingent reimbursement obligations in respect of letters of credit (other than trade letters of credit) and bankers’ acceptances, including, without duplication, all unreimbursed drafts drawn thereunder (less the Lender that the cash equivalent amount of any cash distributions received collateral securing any such letters of credit or and bankers’ acceptances), (i) the principal component or liquidation preference of all Equity Interests issued by a Consolidated Party and which by the terms thereof could at any time prior to the Revolver Termination Date be (at the request of the holders thereof or otherwise) subject to mandatory sinking fund payments, mandatory redemption or other acceleration, (j) the outstanding principal amount of all obligations of such Persons under Securitization Transactions, (k) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on, or due topayable out of the proceeds of production from, Guarantor Property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed, (l) all Guarantees of such Person with respect to Indebtedness of another Person and (m) the Ownership Interests of Guarantor, which cash distribution was received by, or due to, Guarantor within one hundred eighty (180) days of an Event of Default, shall be used to (a) cure any default by any other Borrower; (b) pay any and all costs and expenses incurred by the Lender in the enforcement Indebtedness of any of its rights under this Guaranty, including without limitation reasonable attorneys’ fees; and (c) pay any damage partnership or liability suffered by the Lender, unincorporated joint venture in which such Person is a general partner or a joint venturer to the extent such arise out Indebtedness is recourse to such Person. The amount of any breach by Guarantor net obligation under this Guaranty, including, without limitation, a breach of the responsibilities of Guarantor set forth in Section 7 of this Guaranty and/or a breach of any representation, warranty or covenant set forth in Section 15 of this Guaranty (collectively, the “Guaranteed Obligations”). If Swap Contract on any such cash distributions are used to satisfy any of the Guaranteed Obligations under clause (a) above, then the amount so paid to the Lender by Guarantor date shall be deemed to be an unsecured loan the Swap Termination Value thereof as of such date. To the extent that the rights and remedies of the obligee of any Indebtedness are limited to certain property and are otherwise non-recourse to such Person, the amount of such Indebtedness shall be limited to the Borrower value of the Person’s interest in defaultsuch property (valued at the higher of book value or market value as of such date of determination). Indemnified Taxes — Taxes other than Excluded Taxes. Indemnitees — Agent Indemnitees, payable only from surplus cash (Lender Indemnitees, Issuing Bank Indemnitees and Bank of America Indemnitees. Instrument — as defined by Program Obligations), in the UCC. Intellectual Property — all intellectual and shall be evidenced solely by a Surplus Cash Note (Form HUD-92223-ORCF or equivalent) with terms and an interest rate approved by HUD in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination similar Property of a Guaranteed Obligation Person, including inventions, designs, patents, patent applications, copyrights, trademarks, service marks, trade names, trade secrets, confidential or proprietary information, customer lists, know-how, software and databases; all embodiments or fixations thereof and all related documentation, registrations and franchises; all books and records describing or used in connection with respect the foregoing; and all licenses or other rights to a particular Borrower (a “Partial Release”), if there is a bona fide sale or assignment by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantor, and such sale or assignment is approved in accordance with Program Obligations. Without limiting the generality use any of the foregoing. Intellectual Property Claim — any claim or assertion (whether in writing, the liability by suit or otherwise) that a Consolidated Party’s ownership, use, marketing, sale or distribution of Guarantor shall extend to all amounts which constitute part of the obligations of a HUD Loan Document and would be owed by a Borrower to the Lender under such HUD Loan Document but for the fact that they are unenforceable any Inventory, Equipment, Intellectual Property or not allowable due to the existence of a bankruptcy, reorganization, or similar proceeding involving a Borrowerother Property violates another Person’s Intellectual Property.

Guaranty. Subject In order to induce the Lenders to make Loans to the limitations contained applicable Borrowing Subsidiaries, the Company hereby irrevocably and unconditionally guarantees the Borrowing Subsidiary Obligations of all the Borrowing Subsidiaries. The Company further agrees that the Borrowing Subsidiary Obligations may be extended and renewed, in Section 28 whole or in part, without notice to or further assent from it, and that it will remain bound upon its agreement hereunder notwithstanding any extension or renewal of this Guarantyany Borrowing Subsidiary Obligation. The Company waives promptness, Guarantor hereby unconditionallydiligence, absolutely presentment to, demand of payment from and irrevocably guarantees protest to the Lender that the cash equivalent Borrowing Subsidiaries of any cash distributions received byBorrowing Subsidiary Obligations, or due to, Guarantor with respect to and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of the Ownership Interests of Guarantor, which cash distribution was received by, or due to, Guarantor within one hundred eighty (180) days of an Event of Default, Company hereunder shall be used to absolute and unconditional and not be affected by (a) cure the failure of any default by Lender or the Administrative Agents to assert any claim or demand or to enforce any right or remedy against the Borrowing Subsidiaries under the provisions of this Agreement or any of the other BorrowerLoan Documents or otherwise; (b) pay any and all costs and expenses incurred by the Lender in the enforcement rescission, waiver, amendment or modification of any of its rights under the terms or provisions of this GuarantyAgreement, including without limitation reasonable attorneys’ feesany other Loan Documents or any other agreement; and (c) pay the failure of any damage Lender to exercise any right or liability suffered remedy against any Borrowing Subsidiaries; (d) the invalidity or unenforceability of any Loan Document; (e) any change in the corporate existence or structure of any Borrowing Subsidiary; (f) any claims or rights of set off that may be claimed by the LenderCompany; (g) any law, to the extent such arise out regulation, decree or order of any breach jurisdiction or any event affecting any term of any Borrowing Subsidiary Obligation; or (h) any other circumstance which might otherwise constitute a defense available to or discharge of the Company or a guarantor (other than payment). The Company further agrees that its agreement hereunder constitutes a promise of payment when due and not of collection, and waives any right to require that any resort be had by Guarantor under this Guarantyany Lender to any balance of any deposit account or credit on the books of any Lender in favor of any Borrowing Subsidiary or any other Person. The obligations of the Company hereunder shall not be subject to any reduction, including, without limitation, a breach of the responsibilities of Guarantor set forth in Section 7 of this Guaranty and/or a breach of impairment or termination for any representation, warranty or covenant set forth in Section 15 of this Guaranty (collectively, the “Guaranteed Obligations”). If any such cash distributions are used to satisfy any of the Guaranteed Obligations under clause (a) above, then the amount so paid to the Lender by Guarantor shall be deemed to be an unsecured loan to the Borrower in default, payable only from surplus cash (as defined by Program Obligations)reason, and shall not be evidenced solely subject to any defense or setoff, counterclaim, recoupment or termination whatsoever, by a Surplus Cash Note (Form HUD-92223-ORCF reason of the invalidity, illegality or equivalent) with terms and an interest rate approved by HUD in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination unenforceability of a Guaranteed Obligation with respect to a particular Borrower (a “Partial Release”), if there is a bona fide sale the Borrowing Subsidiary Obligations or assignment by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantor, and such sale or assignment is approved in accordance with Program Obligationsotherwise. Without limiting the generality of the foregoing, the liability of Guarantor shall extend to all amounts which constitute part obligations of the obligations Company hereunder shall not be discharged or impaired or otherwise affected by the failure of a HUD the Administrative Agents or any Lender to assert any claim or demand or to enforce any remedy under this Agreement or under any other Loan Document or any other agreement, by any waiver or modification in respect of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Borrowing Subsidiary Obligations, or by any other act or omission which may or might in any manner or to any extent vary the risk of the Company or otherwise operate as a discharge of the Company as a matter of law or equity. The Company further agrees that its obligations hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Borrowing Subsidiary Obligation is rescinded or must otherwise be restored by the Administrative Agents or any Lender upon the bankruptcy or reorganization of any of the Borrowing Subsidiaries or otherwise. In furtherance of the foregoing and would not in limitation of any other right which the Administrative Agents or any Lender may have at law or in equity against the Company by virtue hereof, upon the failure of any Borrowing Subsidiary to pay any Borrowing Subsidiary Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, the Company hereby promises to and will, upon receipt of written demand by the Paying Agent, forthwith pay, or cause to be paid, in cash the amount of such unpaid Borrowing Subsidiary Obligation. In the event that, by reason of the bankruptcy of any Borrowing Subsidiary, (i) acceleration of Loans made to such Borrowing Subsidiary is prevented and (ii) the Company shall not have prepaid the outstanding Loans and other amounts due hereunder owed by such Borrowing Subsidiary, the Company will forthwith purchase such Loans at a Borrower price equal to the principal amount thereof plus accrued interest thereon and any other amounts due hereunder with respect thereto. The Company further agrees that if payment in respect of any Borrowing Subsidiary Obligation shall be due at a place of payment other than New York and if, by reason of any Change in Law, disruption of currency or foreign exchange markets, war or civil disturbance or similar event, payment of such Borrowing Subsidiary Obligation in such place of payment shall be impossible or, in the judgment of any applicable Lender, not consistent with the protection of its rights or interests, then, at the election of any applicable Lender, the Company shall make payment of such Borrowing Subsidiary Obligation in New York, and shall indemnify such Lender under against any losses or expenses that it shall sustain as a result of such HUD Loan Document but for alternative payment. Upon payment by the fact that they are unenforceable or not allowable due Company of any Borrowing Subsidiary Obligations, each Lender shall, in a reasonable manner, assign the amount of the Borrowing Subsidiary Obligations owed to it and paid by the Company pursuant to this guarantee to the existence of a bankruptcyCompany, reorganizationsuch assignment to be pro tanto to the extent to which the Borrowing Subsidiary Obligations in question were discharged by the Company, or similar proceeding involving make such disposition thereof as the Company shall direct (all without recourse to any Lender and without any representation or warranty by any Lender except with respect to the amount of the Borrowing Subsidiary Obligations so assigned). Upon payment by the Company of any sums as provided above, all rights of the Company against any Borrowing Subsidiary arising as a Borrowerresult thereof by way of right of subrogation or otherwise shall in all respects be subordinated and junior in right of payment to the prior indefeasible payment in full of all the Borrowing Subsidiary Obligations to the Lenders.

Guaranty. Subject to the limitations contained in Section 28 of this GuarantyGuarantor absolutely, Guarantor hereby unconditionally, absolutely unconditionally and irrevocably guarantees guaranties the full, complete and prompt payment and performance of all of the Obligations as primary obligor and not merely as surety, whether by acceleration or otherwise. For certainty, the term "Obligations" as used in this Guaranty means the Debt and the OTS Debts, collectively referred to as the Lender Liabilities, together with all existing and future loans, advances, debts, obligations and liabilities of OTS to Allezoe (including interest which is or will be payable by OTS), direct and indirect, contingent and absolute, however arising or created, whether joint, several or joint and several, acquired by assignment, purchase or otherwise. This Guaranty is a guaranty of payment and not of collection. Therefore, Allezoe can insist that Guarantor pay immediately, and Allezoe is not required to attempt to collect first from OTS, any collateral, or any other person liable for the cash equivalent Obligations. The obligations of Guarantor under this Guaranty are unconditional and absolute, regardless of the unenforceability of any cash distributions received byprovision of any agreement between OTS and Allezoe, or due tothe existence of any defense, setoff or counterclaim which OTS may assert. Guarantor is jointly and severally liable with respect to any other guarantor of the Ownership Interests Obligations. If Allezoe 2. Action Regarding OTS. Allezoe can take any action against OTS, any collateral, or any other person liable for any of the Obligations it deems appropriate without the consent or approval of Guarantor. Allezoe can release OTS or anyone else from the Obligations, which cash distribution was received byeither in whole or in part, or due torelease any collateral, Guarantor within one hundred eighty (180) days and need not perfect a security interest in any collateral. Allezoe does not have to exercise any rights that they have against OTS or anyone else, or make any effort to realize on any collateral or right of an Event of Default, shall be used to (a) cure any default by any other Borrower; (b) pay any and all costs and expenses incurred by the Lender in the enforcement of any of set-off before enforcing its rights under this Guaranty. If OTS requests additional loans or any other benefit, including without limitation reasonable attorneys’ fees; Allezoe may grant it and (c) pay Allezoe may grant renewals, extensions, modifications and amendments of the Obligations and otherwise deal with OTS or any damage or liability suffered by the Lender, to the extent such arise out of any breach by Guarantor other person as Allezoe sees fit and as if this Guaranty were not in effect. Guarantor's obligations under this Guaranty, including, without limitation, a breach of the responsibilities of Guarantor set forth in Section 7 of this Guaranty and/or a breach of any representation, warranty will not be released or covenant set forth in Section 15 of this Guaranty (collectively, the “Guaranteed Obligations”). If any such cash distributions are used to satisfy any of the Guaranteed Obligations under clause affected by (a) aboveany act or omission of Allezoe, then (b) the amount so paid to the Lender by Guarantor shall be deemed to be an unsecured loan to the Borrower in defaultvoluntary or involuntary liquidation, payable only from surplus cash (as defined by Program Obligations), and shall be evidenced solely by a Surplus Cash Note (Form HUD-92223-ORCF or equivalent) with terms and an interest rate approved by HUD in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination of a Guaranteed Obligation with respect to a particular Borrower (a “Partial Release”), if there is a bona fide sale or assignment by Guarantor other disposition of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantor, and such sale all or assignment is approved in accordance with Program Obligations. Without limiting the generality substantially all of the foregoingassets of OTS, the liability of Guarantor shall extend to all amounts which constitute part of the obligations of a HUD Loan Document and would be owed by a Borrower to the Lender under such HUD Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a any receivership, insolvency, bankruptcy, reorganization, or other similar proceeding involving proceedings affecting OTS or any of their assets, or (c) any change in the composition or structure of OTS or Guarantor, including a Borrowermerger or consolidation with any other person or entity.

Guaranty. Subject In order to induce the limitations contained Administrative Agent, the Collateral Agent, the Issuing Lender and the Lenders to enter into this Agreement and to extend credit hereunder, and to induce the other Guaranteed Creditors to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in Section 28 recognition of this Guarantythe direct benefits to be received by Holdings from the proceeds of the Loans, Guarantor the issuance of the Letters of Credit and the entering into of such Interest Rate Protection Agreements or Other Hedging Agreements, Holdings hereby unconditionally, absolutely agrees with the Guaranteed Creditors as follows: Holdings hereby unconditionally and irrevocably guarantees to as primary obligor and not merely as surety the Lender that the cash equivalent full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any cash distributions received by, or due to, Guarantor with respect to the Ownership Interests of Guarantor, which cash distribution was received by, or due to, Guarantor within one hundred eighty (180) days of an Event of Default, shall be used to (a) cure any default by any other Borrower; (b) pay any and all costs of the Guaranteed Obligations of the Borrower to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of the Borrower to the Guaranteed Creditors becomes due and payable hereunder, Holdings unconditionally and irrevocably promises to pay such indebtedness to the Administrative Agent and/or the other Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Lender Administrative Agent or the other Guaranteed Creditors in collecting any of the enforcement Guaranteed Obligations. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of its rights under this Guaranty, including without limitation reasonable attorneys’ fees; and (c) pay any damage or liability suffered by the Lender, to the extent such arise out of any breach by Guarantor under this Guaranty, including, without limitation, a breach of the responsibilities of Guarantor set forth in Section 7 of this Guaranty and/or a breach of any representation, warranty or covenant set forth in Section 15 of this Guaranty (collectively, the “Guaranteed Obligations”). If any such cash distributions are used to satisfy any of the Guaranteed Obligations under clause and any of the aforesaid payees repays all or part of said amount by reason of (ai) aboveany judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Guaranty or other instrument evidencing any liability of the Borrower, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so paid repaid or recovered to the Lender same extent as if such amount had never originally been received by Guarantor shall be deemed to be an unsecured loan to the Borrower in default, payable only from surplus cash (as defined by Program Obligations), and shall be evidenced solely by a Surplus Cash Note (Form HUD-92223-ORCF or equivalent) with terms and an interest rate approved by HUD in accordance with Program Obligations. The Lender and HUD shall consent and agree to, and document, a termination of a Guaranteed Obligation with respect to a particular Borrower (a “Partial Release”), if there is a bona fide sale or assignment by Guarantor of its Ownership Interests in a Borrower to a third party which is not an Affiliate of Guarantor, and any such sale or assignment is approved in accordance with Program Obligations. Without limiting the generality of the foregoing, the liability of Guarantor shall extend to all amounts which constitute part of the obligations of a HUD Loan Document and would be owed by a Borrower to the Lender under such HUD Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, or similar proceeding involving a Borrowerpayee.