Common use of Payment Guaranty Clause in Contracts

Payment Guaranty. (a) In order to induce the Lenders, the Issuing Bank and the Administrative Agent to enter into the Credit Agreement and to extend credit from time to time thereunder, and in consideration thereof, Guarantor, as a primary obligor and not as a surety, severally unconditionally and irrevocably guarantees to the Lenders, the Issuing Bank and the Administrative Agent the full, prompt and punctual payment and performance of the Debt when due (whether at stated maturity, by acceleration or otherwise) in accordance with the Loan Documents. This Guaranty is irrevocable, unconditional and absolute, and if for any reason all or any portion of the Debt shall not be paid when due, Guarantor agrees immediately to pay the Debt to the Lenders or other Person entitled to it, in Dollars, regardless of (i) any defense, right of set-off or counterclaim which Guarantor may have or assert, (ii) whether any other such Person shall have taken any steps to enforce any rights against either or both Borrowers or any other Person to collect any of the Debt, and (iii) any other circumstance, condition or contingency. (b) NOTWITHSTANDING THE FOREGOING, to the extent that in a legal proceeding brought within the applicable limitations period it is determined by the final, non-appealable order of a court having jurisdiction over the issue and the relevant parties that Guarantor at a time when it was not Solvent received less than a reasonably equivalent value in exchange for Guarantor’s incurrence of its obligations under this Guaranty, then and only then the liability of Guarantor under this Guaranty shall be limited to an amount equal to the maximum amount which Guarantor could pay or be liable for under this Guaranty without having such payment or liability set aside as a fraudulent conveyance or fraudulent transfer or other similar action under any applicable bankruptcy, insolvency or other similar law of any jurisdiction. The Lenders acting through the Administrative Agent shall have the right to determine and designate from time to time, without notice to or assent of Guarantor, which portions of the Debt such limitation applies to, and Guarantor acknowledges that such determination and designation shall be conclusive on all parties. This Guaranty shall not fail or be ineffective or invalid or be considered too indefinite or contingent with respect to Guarantor because the Guaranteed Debt of Guarantor may fluctuate from time to time, or for any other reason.

Payment Guaranty. (a) In order to induce the Lenders, the Issuing Bank and the Administrative Agent to enter into the Credit Agreement and to extend credit from time to time thereunder, and in consideration thereof, GuarantorGuarantors, as a primary obligor obligors and not as a suretysureties, severally unconditionally unconditionally, jointly and irrevocably guarantees severally, guarantee to the LendersPurchasers, for their pro-rata benefit in accordance with their respective rights under the Issuing Bank and the Administrative Agent Note Documents, the full, prompt and punctual payment and performance of the Debt when due (whether at its stated maturity, by acceleration or otherwise) in accordance with the Loan Note Documents, to the extent set forth herein. This Guaranty is irrevocable, unconditional and absolute, and if for any reason all or any portion of the Debt shall not be paid when due, Guarantor agrees Guarantors, jointly and severally, will immediately to pay the Debt to the Lenders Purchasers or other Person entitled to it, in Dollars, regardless of (ia) any defense, right of set-off or counterclaim which Guarantor any Obligor may have or assert, (iib) whether any Purchaser or any other such Person shall have taken any steps to enforce any rights against either or both Borrowers any Obligor or any other Person to collect any of the Debt, and (iiic) any other circumstance, condition or contingency. (b) NOTWITHSTANDING THE FOREGOING. Notwithstanding any provision of this Guaranty or the Note Documents to the contrary, to the extent that in a legal proceeding brought within the applicable limitations period it is determined by the final, non-appealable nonappealable order of a court having jurisdiction over the issue and the relevant applicable parties that any Guarantor at a time when it was not Solvent received less than a reasonably equivalent value in exchange for such Guarantor’s 's incurrence of its obligations under this Guaranty, then and only then the total liability of such Guarantor under this Guaranty shall be limited to an amount equal the Guaranteed Debt applicable to the maximum amount which Guarantor could pay or be liable for under this Guaranty without having such payment or liability set aside as a fraudulent conveyance or fraudulent transfer or other similar action under any applicable bankruptcy, insolvency or other similar law of any jurisdictionGuarantor. The Lenders acting through the Administrative Agent Purchasers shall have the right to determine and designate from time to time, without notice to or assent of Guarantor, which portions of the Debt such limitation applies to, and shall be deemed included in the Guaranteed Debt. Each Guarantor acknowledges that such determination and designation shall be conclusive on all partiesconclusive, absent manifest error. This Guaranty shall not fail or be ineffective or invalid or be considered too indefinite or contingent with respect to any Guarantor because the Guaranteed Debt of applicable to such Guarantor may fluctuate from time to time, time or for any other reason.

Payment Guaranty. (a) In order to induce the Lenders, the Issuing Bank Lenders and the Administrative Agent to enter into the Credit Agreement and to extend credit from time to time thereunder, and in consideration thereof, each Guarantor, as a primary obligor and not as a surety, severally unconditionally and irrevocably guarantees to the Lenders, the Issuing Bank Lenders and the Administrative Agent the full, prompt and punctual payment and performance of the Debt when due (whether at stated maturity, by acceleration or otherwise) in accordance with the Loan Documents. This Guaranty is irrevocable, unconditional and absolute, and if for any reason all or any portion of the Debt shall not be paid when due, each Guarantor agrees immediately to pay the Debt to the Lenders or other Person Persons entitled to it, in Dollars, regardless of (i) any defensedefense (other than the defense of prior full and final payment when due), right of set-off or counterclaim which any Guarantor may have or assert, (ii) whether any other such Person shall have taken any steps to enforce any rights against either or both Borrowers the Borrower or any other Person to collect any of the DebtObligations, and (iii) any other circumstance, condition or contingency. (b) NOTWITHSTANDING THE FOREGOING, to the extent that in a legal proceeding brought within the applicable limitations period it is determined by the final, non-appealable order of a court having jurisdiction over the issue and the relevant parties that any Guarantor at a time when it was not Solvent received less than a reasonably equivalent value in exchange for such Guarantor’s incurrence of its obligations under this Guaranty, then and only then the liability of such Guarantor under this Guaranty shall be limited to an amount equal to the maximum amount which Guarantor could pay or be liable Guaranteed Debt for under this Guaranty without having such payment or liability set aside as a fraudulent conveyance or fraudulent transfer or other similar action under any applicable bankruptcy, insolvency or other similar law of any jurisdictionGuarantor. The Lenders acting through the Administrative Agent shall have the right to determine and designate from time to time, without notice to or assent of any Guarantor, which portions of the Debt such limitation applies to, and each Guarantor acknowledges that such determination and designation shall be conclusive on all parties. This Guaranty shall not fail or be ineffective or invalid or be considered too indefinite or contingent with respect to any Guarantor because the Guaranteed Debt of Guarantor the Guarantors or any of them may fluctuate from time to time, or for any other reason.

Payment Guaranty. (a) In order Guarantor absolutely, irrevocably and unconditionally guarantees to induce the LendersLender, and to its successors, endorsees, transferees and assigns, the Issuing Bank and the Administrative Agent to enter into the Credit Agreement and to extend credit from time to time thereunder, and in consideration thereof, Guarantor, as a primary obligor and not as a surety, severally unconditionally and irrevocably guarantees to the Lenders, the Issuing Bank and the Administrative Agent the full, prompt and punctual complete payment and performance of the Debt when due (due, whether at the stated maturity, by acceleration or otherwise) , of the obligations of Obligor set forth in accordance with the Loan DocumentsNote (collectively, the "Obligations"). This No termination of the Note shall affect any obligations incurred by Guarantor under this Guaranty is irrevocableat the time of termination. No notice of the Obligations need be given in any form to Guarantor at any time and Guarantor waives any such notice and the right to consent to the Obligations. Guarantor waives any right to require as a condition to its obligations hereunder that collateral be applied to the Obligations, unconditional and absolutethat presentment or demand be made upon Obligor or that action be brought against Obligor or any other person or entity except Guarantor, should Lender seek to enforce the obligations of Guarantor. Specifically, without limitation, Guarantor waives any right to require that a judgment previously be rendered against Obligor or any other person or entity except Guarantor, that Obligor or any other person or entity be joined in any action against Guarantor or that an action separate from one against Guarantor be brought against Obligor or any other person or entity. The obligations of Guarantor are several from those of Obligor or any other person or entity, and if are primary payment obligations concerning which Guarantor is the principal obligor. If all or any part of the Obligations are not paid when due, Guarantor hereby guarantees that it will pay the same to Lender, upon demand, without set-off or counterclaim and without reduction by reason of any taxes, levies, imposts, charges and withholdings, restrictions or conditions of any nature that are now or may hereafter be imposed, levied or assessed by any country, political subdivision or taxing authority, all of which will be for the account of and paid by Guarantor, and Lender need not first proceed to preserve, utilize or exhaust any other right or remedy against Obligor, any other guarantor, any collateral or any other security that Lender may have in order to obtain payment hereunder. The obligations of Guarantor hereunder shall in no way be affected or impaired by reason of the happening from time to time of any of the following: (i) extensions (whether or not material) of the time for payment of all or any portion of the Debt shall not be paid when due, Guarantor agrees immediately to pay the Debt to the Lenders or other Person entitled to it, in Dollars, regardless of (i) any defense, right of set-off or counterclaim which Guarantor may have or assertObligations, (ii) the modification or amendment in any manner (whether or not material) of the Note or the Obligations, (iii) except for applicable statutes of limitations, any other such Person shall have taken any steps to enforce any rights against either failure, delay or both Borrowers lack of diligence on the part of Lender, or any other Person person or entity to collect enforce, assert or exercise any right, privilege, power or remedy conferred on Lender or any other person or entity in the Note or at law, or any action on the part of Lender or such other person or entity granting indulgence or extension of any kind, (iv) the Debt, settlement or compromise of any Obligations and (iiiv) any other circumstancethe status, condition composition, structure or contingency. (b) name of Obligor change, including, without limitation, by reason of merger, dissolution, consolidation or reorganization. NOTWITHSTANDING THE FOREGOING, to THE LIABILITY OF GUARANTOR HEREUNDER SHALL BE LIMITED TO DIRECT, ACTUAL DAMAGES AND GUARANTOR SHALL NOT BE LIABLE UNDER THIS GUARANTY FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, IN TORT, CONTRACT OR OTHERWISE. Upon 30 Days written notice and with the extent that prior written consent of Lender, which consent shall not be unreasonably withheld, this Guaranty may be replaced by (x) a guaranty in substantially similar form made by a guarantor of equal or better creditworthiness or (y) a letter of credit in favor of Lender in the amount of the maximum Limit (below defined), issued by a bank and in a legal proceeding brought within the applicable limitations period it is determined by the finalform, non-appealable order each of a court having jurisdiction over the issue and the relevant parties that Guarantor at a time when it was not Solvent received less than a reasonably equivalent value in exchange for Guarantor’s incurrence of its obligations under this Guaranty, then and only then the liability of Guarantor under this Guaranty which shall be limited reasonably satisfactory to an amount equal to the maximum amount which Guarantor could pay or be liable for under this Guaranty without having such payment or liability set aside as a fraudulent conveyance or fraudulent transfer or other similar action under any applicable bankruptcy, insolvency or other similar law of any jurisdiction. The Lenders acting through the Administrative Agent shall have the right to determine and designate from time to time, without notice to or assent of Guarantor, which portions of the Debt such limitation applies to, and Guarantor acknowledges that such determination and designation shall be conclusive on all parties. This Guaranty shall not fail or be ineffective or invalid or be considered too indefinite or contingent with respect to Guarantor because the Guaranteed Debt of Guarantor may fluctuate from time to time, or for any other reasonLender.

Payment Guaranty. Guarantor absolutely, irrevocably and unconditionally guarantees to Contract Party all payment obligations of Obligors set forth in the Contracts and interest thereon accrued as provided in the Contracts (a) In order to induce the Lenders"Obligations"); provided, the Issuing Bank and applicable rate of interest shall never exceed the Administrative Agent to enter into the Credit Agreement and to extend credit from time to time thereunder, and in consideration thereof, Guarantor, as maximum lawful rate permitted by law. This is a primary obligor guaranty of payment and not as a surety, severally unconditionally and irrevocably guarantees to the Lenders, the Issuing Bank and the Administrative Agent the full, prompt and punctual payment and performance of the Debt when due (whether at stated maturity, by acceleration or otherwise) in accordance with the Loan Documentscollection. This Guaranty is irrevocable, unconditional a continuing guaranty effective during the term of the Contracts and absolute, continuing in effect until complete performance by Obligors of its obligations under the Contracts and if for any reason irrevocable payment in full of all Obligations. No notice of the Obligations or any portion of Transaction need be given in any form to Guarantor at any time and Guarantor WAIVES any such notice and the Debt shall not be paid when due, Guarantor agrees immediately right to pay the Debt consent to the Lenders Obligations or other Person entitled any Transaction. Guarantor WAIVES any right to it, in Dollars, regardless of require as a condition to its obligations hereunder that (i) any defense, right of set-off or counterclaim which Guarantor may have or assertcollateral be applied to the Obligations, (ii) whether presentment or demand be made upon Obligors or (iii) action be brought against Obligors or any other person or entity except Guarantor, should Contract Party seek to enforce the obligations of Guarantor. Specifically, without limitation, Guarantor WAIVES any right to require, substantively or procedurally, that (i) a judgment previously be rendered against Obligors or any other person or entity except Guarantor, (ii) Obligors or any other person or entity be joined in any action against Guarantor or (iii) an action separate from one against Guarantor (if such Person an action is commenced) be brought against Obligors or any other person or entity. The obligations of Guarantor are several from those of Obligors or any other person or entity, including, without limitation, any other surety for Obligors, and are primary payment obligations concerning which Guarantor is the principal Oobligors. To the extent Obligors shall fail to timely make payment of any Obligations, Guarantor shall satisfy its obligations hereunder regardless of whether Contract Party or any other person or entity shall have taken any steps to enforce any its rights against either or both Borrowers Obligors or any other Person person or entity except Guarantor. The obligations of Guarantor hereunder shall in no way be affected or impaired by reason, and Guarantor WAIVES its right to collect prior notice, of the happening from time to time of any of the Debtfollowing: (i) extensions (whether or not material) of the time for payment of all or any portion of the Obligations, and (ii) the modification or amendment in any manner (whether or not material) of the Contracts or the Obligations, (iii) except for applicable statutes of limitations, any failure, delay or lack of diligence on the part of Contract Party, or any other circumstanceperson or entity to enforce, assert or exercise any right, privilege, power or remedy conferred on Contract Party or any other person or entity in the Contracts or the Guaranty or at law, or any action on the part of Contract Party or such other person or entity granting indulgence or extension of any kind, (iv) the settlement or compromise of any Obligations, (v) the status, composition, structure or name of Obligors change, including, without limitation, by reason of merger, dissolution, sale, consolidation or reorganization, (vi) except for releases or waivers resulting from the rights or defenses of Obligors that Guarantor has reserved in Section 3 below, the release or waiver, by operation of law or otherwise, of the performance or observance by Obligors of any express or implied covenant, term or condition in the Contracts, (vii) the release or contingency. waiver, by operation of law or otherwise, of the performance or observance by any co-guarantor, surety, endorser or other obligor of any express or implied covenant, term or condition to be performed or observed by it under the Contracts or related document and (bviii) the failure to acquire, perfect or maintain perfection of any lien on, or security interest in, any collateral provided by Obligors to Contract Party or the release of any such collateral or the release, modification or waiver of, or failure to enforce, any pledge, security device, guaranty, surety or other indemnity agreement in respect of such collateral. NOTWITHSTANDING THE FOREGOING, to THE LIABILITY OF GUARANTOR HEREUNDER SHALL BE LIMITED TO DIRECT, ACTUAL DAMAGES AND, UNLESS EXPRESSLY PROVIDED IN, OR IF THE SAME ARISE OUT OF, THE CONTRACTS, GUARANTOR SHALL NOT BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, IN TORT, CONTRACT OR OTHERWISE, OR ANY PENALTIES OR CHARGES ASSESSED BY ANY PERSON OR ENTITY FOR THE UNAUTHORIZED RECEIPT OF GAS. Upon 30 Days written notice and with the extent that prior written consent of Contract Party, which consent shall not be unreasonably withheld, this Guaranty may be replaced by (i) a guaranty in identical form made by a guarantor of equal or better creditworthiness, including credit ratings by nationally recognized credit rating agencies, taking into consideration all relevant information concerning corporate structure, all relevant financial information, both current and projected, and all effects on the enforceability of the replacement guaranty, or (ii) a letter of credit in favor of Contract Party in the amount of the Maximum Limit (below defined), issued by a bank and in a legal proceeding brought within form, each of which shall be reasonably satisfactory to Contract Party, taking into consideration all effects on the applicable limitations period it is determined by enforceability of the finalreplacement letter of credit; provided, non-appealable order of a court having jurisdiction over the issue and the relevant parties that Guarantor at a time when it was not Solvent received less than a reasonably equivalent value in exchange for Guarantor’s incurrence of its obligations under this Guaranty, then and only then the liability of Guarantor under this Guaranty shall be limited continue to an amount equal apply to all Transactions in effect at the time this Guaranty is replaced until all such Transactions are completed and the replacement guaranty or letter of credit shall apply to only those Transactions formed after its execution and delivery [STET PREVIOUS PROVISION]. Notwithstanding anything to the maximum amount which Guarantor could pay or be liable for under contrary herein, this Guaranty without having shall continue to be effective or reinstated, as the case may be, if at any time payment of the Obligations, or any part thereof, is rescinded or must otherwise be returned by Contract Party upon the insolvency, bankruptcy or reorganization of Obligor(s) or otherwise, all as though such payment or liability set aside as a fraudulent conveyance or fraudulent transfer or other similar action under any applicable bankruptcy, insolvency or other similar law of any jurisdiction. The Lenders acting through the Administrative Agent shall have the right to determine and designate from time to time, without notice to or assent of Guarantor, which portions of the Debt such limitation applies to, and Guarantor acknowledges that such determination and designation shall be conclusive on all parties. This Guaranty shall had not fail or be ineffective or invalid or be considered too indefinite or contingent with respect to Guarantor because the Guaranteed Debt of Guarantor may fluctuate from time to time, or for any other reasonbeen made.

Payment Guaranty. (a) In order to induce the Lenders, the Issuing Bank and the Administrative Agent to enter into the Credit Agreement and to extend credit from time to time thereunder, and in consideration thereof, GuarantorGuarantors, as a primary obligor obligors and not as a suretysureties, severally unconditionally unconditionally, jointly and irrevocably guarantees severally, guarantee to Agent for the Lenders, benefit of the Issuing Bank and the Administrative Agent Banks the full, prompt and punctual payment and performance of the Debt when due (whether at its stated maturity, by acceleration or otherwise) in accordance with the Loan Documents, to the extent set forth herein. This Guaranty is irrevocable, unconditional and absolute, and if for any reason all or any portion of the Debt shall not be paid when due, Guarantor agrees Guarantors, jointly and severally, will immediately to pay the Debt to the Lenders Agent or other Person entitled to it, in Dollars, regardless of (ia) any defense, right of set-off or counterclaim which Guarantor any Obligor may have or assert, (iib) whether Agent or any other such Person shall have taken any steps to enforce any rights against either or both Borrowers any Obligor or any other Person to collect any of the Debt, Debt and (iiic) any other circumstance, condition or contingency. (b) NOTWITHSTANDING THE FOREGOING. Notwithstanding any provision of this Guaranty or any other Loan Document to the contrary, to the extent that in a legal proceeding brought within the applicable limitations period it is determined by the final, non-appealable nonappealable order of a court having jurisdiction over the issue and the relevant applicable parties that any Guarantor at a time when it was not Solvent received less than a reasonably equivalent value in exchange for such Guarantor’s 's incurrence of its obligations under this Guaranty, then and only then the total liability of such Guarantor under this Guaranty shall be limited to an amount equal the Guaranteed Debt applicable to the maximum amount which Guarantor could pay or be liable for under this Guaranty without having such payment or liability set aside as a fraudulent conveyance or fraudulent transfer or other similar action under any applicable bankruptcy, insolvency or other similar law of any jurisdictionGuarantor. The Lenders acting through the Administrative Agent shall have the right to determine and designate from time to time, without notice to or assent of such Guarantor, which portions of the Debt such limitation applies to, and shall be deemed included in the Guaranteed Debt. Each Guarantor acknowledges that such determination and designation shall be conclusive on all partiesconclusive, absent manifest error. This Guaranty shall not fail or be ineffective or invalid or be considered too indefinite or contingent with respect to any Guarantor because the Guaranteed Debt of applicable to such Guarantor may fluctuate from time to time, time or for any other reason.

Payment Guaranty. (a) In order to induce the Lenders, the Issuing Bank and the Administrative Agent to enter into the Credit Agreement and to extend credit from time to time thereunder, and in consideration thereof, A. The Guarantor, as a primary obligor absolutely and not as a suretyunconditionally, severally unconditionally and irrevocably hereby guarantees to the Lenders, the Issuing Bank and the Administrative Agent Lender the full, prompt and punctual payment and performance complete repayment of all of the Debt when due Borrower's obligations under the Notes, in any of the following circumstances: (whether at stated maturitya) The Manager files a voluntary petition in bankruptcy or engages in any other voluntary act of insolvency; (b) Any material, intentional misrepresentations of fact to the Owner, the Borrower or the Lender by acceleration the Guarantor or otherwise) the Manager, or any of their respective authorized agents or representatives contained in accordance any Loan Document or in any other written document delivered in connection with the Loan Documents. This Guaranty is irrevocableLoan; (c) Fraud or misappropriation of funds on the part of the Guarantor or the Manager with respect to the Project; (d) The Guarantor, unconditional and absolutethe Manager or any of their respective Affiliates contests, and if for any reason impairs or otherwise challenges the Lender's right or ability to foreclose on its security interest, or at Lender's option, to become the undisputed, absolute owner of all or any portion of the Debt shall not be paid when dueMembership Interests (subject to Brookdale's Equity Option) or to exercise its rights pursuant to its Special Management Interest; or (e) The breach of the Guarantor's obligations under Section 1(C), Guarantor agrees immediately to pay the Debt below. B. The Guarantor, absolutely and unconditionally, hereby guarantees to the Lenders Lender the full, prompt and complete reimbursement of all costs, losses, expenses and damages (including reasonable attorneys' fees), exclusive of consequential damages, sustained or other Person entitled incurred by the Lender, as a result of: (a) any material physical waste at the Project or of the Property by the Guarantor, the Manager or any of their respective authorized agents or representatives; (b) the failure to itapply insurance or condemnation proceeds by the Guarantor, the Manager or any of their respective authorized agents or representatives in Dollars, regardless accordance with the requirements of the Senior Loan Documents; (c) any shortfall between (i) any defense, right the sum of setthe Re-off or counterclaim which Guarantor may have or assert, sized Amount and the Preferred Equity available from the Senior Lender and (ii) whether any other the unpaid Principal, (as such Person shall have taken any steps to enforce any rights against either or both Borrowers or any other Person to collect any of terms are defined in the DebtSenior Loan Documents), and (iii) any other circumstance, condition or contingency. (b) NOTWITHSTANDING THE FOREGOING, but only to the extent that the Lender pays or causes to be paid such shortfall to the Senior Lender and Brookdale would otherwise be liable to the Senior Lender for the payment of such amount pursuant to its Guaranty of Payment (as such term is defined in a legal proceeding brought within the applicable limitations period it Senior Loan Documents); or (d) the failure of the Borrower to pay Scheduled Debt Service on the Priority Note for the monthly periods, if any, after the Original Expected Conversion Date (as such term is determined by defined in the finalSenior Loan Documents) through and including the Maturity Date. C. Without the prior written consent of the Lender exercised in its sole discretion, non-appealable order of a court having jurisdiction over the issue Guarantor shall not (i) permit any financing pursuant to the Master Financing Facility Agreement (as such term is defined in the Senior Loan Documents) other than the Senior Loan and the relevant parties loan by Senior Lender of even date herewith to AH Texas Owner Limited Partnership (the "Texas Senior Loan") or (ii) otherwise permit the Senior Loan to be cross-defaulted and/or cross-collateralized with any loan other than the Texas Senior Loan. D. The Guarantor, absolutely and unconditionally, hereby guarantees to the Lender the full, prompt and complete payment and performance of the obligations of the Borrower pursuant to Section 6.1(m) of the Loan Agreement; provided, however, that Guarantor at a time when it was not Solvent received less than a reasonably equivalent value in exchange so long as no Event of Default then exists, the guaranty pursuant to this Section 1(D) (except with respect to Guarantor's liability for Guarantor’s incurrence of its obligations under this Guaranty, then any sums due and only then the liability of Guarantor payable under this Guaranty shall be limited to an amount equal to the maximum amount which Guarantor could pay or be liable for under this Guaranty without having such payment or liability set aside as a fraudulent conveyance or fraudulent transfer or other similar action under any applicable bankruptcy, insolvency or other similar law of any jurisdiction. The Lenders acting through the Administrative Agent shall have the right to determine and designate from time to time, without notice to or assent of Guarantor, which portions of the Debt date of such limitation applies to, termination and Guarantor acknowledges that any sums thereafter becoming payable pursuant to Section 5 of this Guaranty) shall terminate on the Payment Obligations Termination Date (as such determination and designation shall be conclusive on all parties. This Guaranty shall not fail or be ineffective or invalid or be considered too indefinite or contingent with respect to Guarantor because term is defined in the Guaranteed Debt of Guarantor may fluctuate from time to time, or for any other reasonSenior Loan Documents).

Payment Guaranty. (a) In order Guarantors unconditionally, jointly and severally guarantee to induce the Lenders, the Issuing Bank and the Administrative Agent to enter into for the Credit Agreement and to extend credit from time to time thereunder, and in consideration thereof, Guarantor, as a primary obligor and not as a surety, severally unconditionally and irrevocably guarantees to the Lenders, the Issuing Bank and the Administrative Agent ratable benefit of Lenders the full, prompt and punctual payment and performance of the Debt when due (whether at its stated maturity, by acceleration or otherwise) in accordance with the Loan Documents. This Guaranty is irrevocable, unconditional and absolute, and if for any reason all or any portion of the Debt shall not be paid when due, Guarantor agrees Guarantors will immediately to pay the Debt to the Lenders Administrative Agent or other Person entitled to it, in Dollars, regardless of (ia) any defense, right of set-off or counterclaim which Guarantor any Obligor may have or assert, assert (iiother than a defense that the Debt has been paid in full) and (b) whether Administrative Agent or any other such Person shall have taken any steps to enforce any rights against either or both Borrowers any Obligor or any other Person to collect any of the Debt, and (iii) any other circumstance, condition or contingency. (b) NOTWITHSTANDING THE FOREGOING. Notwithstanding the foregoing, to the extent that in a legal proceeding brought within the applicable limitations period it is determined by the final, non-appealable order of a court having jurisdiction over the issue and the relevant applicable parties that any applicable Guarantor at a time when it was not Solvent received less than a reasonably equivalent value in exchange for Guarantor’s its incurrence of its obligations under this Guaranty, then and only then the liability of such Guarantor under this Guaranty shall be limited to an amount equal to the maximum amount which Guarantor could pay or be liable Guaranteed Debt for under this Guaranty without having such payment or liability set aside as a fraudulent conveyance or fraudulent transfer or other similar action under any applicable bankruptcy, insolvency or other similar law of any jurisdictionGuarantor. The Lenders acting through the Administrative Agent shall have the right to determine and designate from time to time, without notice to or assent of any Guarantor, which portions of the Debt such limitation applies to, and shall be deemed included in the Guaranteed Debt for any Guarantor. Each Guarantor acknowledges that such determination and designation shall be conclusive on all partiesconclusive, absent manifest error. This Guaranty shall not fail or be ineffective or invalid or be considered too indefinite or contingent with respect to Guarantor because the amount of the Guaranteed Debt of for any applicable Guarantor may fluctuate from time to time, time or for any other reason.

Payment Guaranty. Guarantor hereby guarantees and agrees that it shall be liable to Lender without any limitation for the following (a) In order to induce the Lenderstogether with Guarantor’s obligations under Sections 2 and 4 of this Guaranty, the Issuing Bank “Guaranteed Obligations”): 1.1 the entire principal sum outstanding under the Note, together with accrued interest and the Administrative Agent to enter into the Credit Agreement other amounts payable thereunder and to extend credit from time to time thereunder, and in consideration thereof, Guarantor, as a primary obligor and not as a surety, severally unconditionally and irrevocably guarantees to the Lenders, the Issuing Bank and the Administrative Agent the full, prompt and punctual payment and performance under all of the Debt when due (whether at stated maturity, by acceleration or otherwise) in accordance with the Loan Documents. This Guaranty is irrevocable, unconditional and absolute, and if for any reason all or any portion of the Debt shall not be paid when due, Guarantor agrees immediately to pay the Debt to the Lenders or other Person entitled to it, in Dollars, regardless of (i) any defense, right of set-off or counterclaim which Guarantor may have or assert, (ii) whether any other as such Person shall have taken any steps to enforce any rights against either or both Borrowers or any other Person to collect any of the Debt, and (iii) any other circumstance, condition or contingency. (b) NOTWITHSTANDING THE FOREGOING, to the extent that in a legal proceeding brought within the applicable limitations period it is determined by the final, non-appealable order of a court having jurisdiction over the issue and the relevant parties that Guarantor at a time when it was not Solvent received less than a reasonably equivalent value in exchange for Guarantor’s incurrence of its obligations under this Guaranty, then and only then the liability of Guarantor under this Guaranty amount shall be limited to an amount equal to the maximum amount which Guarantor could pay or be liable for under this Guaranty without having such payment or liability set aside as a fraudulent conveyance or fraudulent transfer or other similar action under any applicable bankruptcy, insolvency or other similar law of any jurisdiction. The Lenders acting through the Administrative Agent shall have the right to determine and designate outstanding from time to time, without notice to if (1) a voluntary bankruptcy or assent insolvency proceeding is commenced by Borrower or Mortgage Borrower, (2) an involuntary bankruptcy or insolvency proceeding of GuarantorBorrower or Mortgage Borrower which is commenced by any party Controlling, which portions Controlled by or under common Control with Borrower, Mortgage Borrower or Guarantor or any creditor or claimant acting in collusion with Borrower or Mortgage Borrower or any of the Debt such limitation applies to, and Guarantor acknowledges that such determination and designation shall be conclusive on all foregoing parties. This Guaranty shall not fail or be ineffective or invalid or be considered too indefinite or contingent with respect to Guarantor because the Guaranteed Debt of Guarantor may fluctuate from time to time, or for (3) any other reason.breach of the covenants set forth in Section 9.7 of the Loan Agreement, titled “Assignment”, but solely to the extent relating to (x) Mortgage Borrower’s transfer of the fee interest in the Property or any material portion thereof or Borrower’s transfer of any interest in the Collateral, or (y) direct and/or indirect transfers of equity in Mortgage Borrower or Borrower that result in (i) a Change of Control or (ii) a violation of clause (i)(b), (i)(c) or (i)(d) of the definition of Permitted Transfer;

Payment Guaranty. (a) In order to induce Upon the Lendersexecution by Tenant of each Construction Contract from and after December 22, 2016 with a price of $250,000 or more (or any other amount set forth in Section 5 of the Issuing Bank and the Administrative Agent to enter into the Credit Agreement and to extend credit from time to time thereunder, and in consideration thereof, GuarantorNew York State Lien Law, as a primary obligor and not it may be amended (“LL5”)), Tenant shall deliver, or cause to be delivered, to Landlord an executed Payment Guaranty, substantially in the form attached as a surety, severally unconditionally and irrevocably guarantees to Exhibit S hereof (the Lenders, the Issuing Bank and the Administrative Agent the full, prompt and punctual payment and performance of the Debt when due (whether at stated maturity, “Payment Guaranty”) executed by acceleration or otherwise) in accordance with the Loan Documents. This Guaranty is irrevocable, unconditional and absolute, and if for any reason all or any portion of the Debt shall not be paid when due, Guarantor agrees immediately to pay the Debt to the Lenders or other Person entitled to it, in Dollars, regardless of (i) any defensewith respect to Construction Contracts for the Tin Building Work, right of set-off or counterclaim which Guarantor may have or assert, the Xxxxxx Xxxxxx Corporation and (ii) whether with respect to any other Construction Contracts, any guarantor (including a construction manager or general contractor) reasonably acceptable to Landlord, for the benefit of each subcontractor which is engaged by the counterparty to such Person shall have taken any steps to enforce any rights against either or both Borrowers or any other Person to collect any of the DebtConstruction Contract, and (iii) any other circumstance, condition or contingencyTenant shall cause such Payment Guaranty to be filed with the county clerk of New York County promptly after execution. (b) NOTWITHSTANDING THE FOREGOING, Each Construction Contract entered into by Tenant with a price in excess of the statutory amounts set forth in LL 5 shall make reference to the extent applicable Payment Guaranty. Tenant shall require (a) that any subcontract entered into by a Contractor that is a party to each such Construction Contract attach and make reference to the Payment Guaranty and state that such Payment Guaranty is an “undertaking guaranteeing prompt payment of moneys due” in a legal proceeding brought within fulfillment of the applicable limitations period it requirements of LL 5, and (b) such Contractor to provide written notice to any subcontractor, mechanic, laborer, vendor or materialman performing work at or on the Premises of the Payment Guaranty, and such written notice shall state that such Payment Guaranty is determined an “undertaking guaranteeing prompt payment of moneys due” in fulfillment of the requirements of LL 5. (c) The requirements of subsections (a) and (b) above shall not apply if Tenant elects to furnish, or cause to be furnished to, Landlord, solely for the benefit of each subcontractor engaged by the finalcounterparty to the Construction Contract only and not as security under the Lease, non-appealable order of with a court having jurisdiction over payment bond, reasonably satisfactory to Landlord in form and substance and issued by a surety company licensed or authorized to do business in New York State that is approved by the issue and the relevant parties that Guarantor at a time when it was not Solvent received less than a reasonably equivalent value Comptroller, in exchange for Guarantor’s incurrence of its obligations under this Guaranty, then and only then the liability of Guarantor under this Guaranty shall be limited to an amount equal to 100% of the maximum aggregate costs and expenses of the Construction Contract being bonded (which such bond may provide, by its terms, that the amount which Guarantor could pay bonded thereunder be reduced by the amount of any payments made by Tenant to such subcontractor). (d) If prior to the Substantial Completion Date of the applicable Construction Work, the Payment Guaranty (or, as applicable, the payment bond) is canceled or otherwise ceases to be liable for under this Guaranty without having such payment in full force and effect (other than pursuant to its terms), then, within 30 days after notice from Landlord to Tenant of the foregoing, Tenant shall provide a replacement guaranty or liability set aside as a fraudulent conveyance or fraudulent transfer bond or other similar action under any applicable bankruptcycomparable security fulfilling the requirements of LL 5, insolvency or other similar law of any jurisdiction. The Lenders acting through the Administrative Agent shall have the right to determine and designate from time to time, without notice to or assent of Guarantor, which portions of the Debt such limitation applies to, and Guarantor acknowledges that such determination and designation shall be conclusive on all parties. This Guaranty shall not fail or be ineffective or invalid or be considered too indefinite or contingent with respect to Guarantor because the Guaranteed Debt of Guarantor may fluctuate from time to time, or for any other reasonas determined by Landlord in its sole discretion.

Payment Guaranty. (a) In order to To induce the Lenders, the Issuing Bank and the Administrative Agent Seller to enter into the Credit Agreement and to extend credit from time to time thereunder, and in consideration thereofthis Agreement, Guarantor, as a primary obligor intending to be legally bound, hereby absolutely, irrevocably and not as a surety, severally unconditionally and irrevocably guarantees to Seller the Lenders, the Issuing Bank and the Administrative Agent the full, prompt due and punctual payment and performance of Parent’s obligations under this Agreement, including any Liabilities arising out of a breach thereof (collectively, the Debt when “Guaranteed Obligations”). This guarantee may not be revoked or terminated and shall remain in full force and effect without interruption and shall be binding on Guarantor and its successors and assigns until the Guaranteed Obligations have been satisfied in full. (b) The guaranty set forth in Section 5.6(a) (the “Guaranty”) is an absolute, unconditional and continuing guarantee of the full and punctual payment and performance by Parent of the Guaranteed Obligations and not of collection. Should Parent default in the payment or performance of any of the Guaranteed Obligations, Guarantor’s obligations hereunder shall become due and payable to Seller. (whether at stated maturityc) Guarantor hereby represents and warrants to the Company that: (i) the execution, delivery and performance of this Agreement have been duly authorized by acceleration all necessary action and do not contravene any provision of Guarantor’s organizational documents or otherwiseany Law or contractual restriction binding on Guarantor or its assets; (ii) this Agreement constitutes a legal, valid and binding obligation of Guarantor enforceable against Guarantor in accordance with the Loan Documents. This Guaranty is irrevocableits terms, unconditional and absolute, and if for any reason all or any portion of the Debt shall not be paid when due, Guarantor agrees immediately to pay the Debt subject to the Lenders effect of any applicable bankruptcy, insolvency (including all Laws relating to Fraudulent transfers), reorganization, moratorium or other Person entitled similar Laws affecting creditors’ rights generally and subject to it, in Dollars, the effect of general principles of equity (regardless of (i) any defense, right of set-off whether considered in an Action at law or counterclaim which Guarantor may have or assert, (ii) whether any other such Person shall have taken any steps to enforce any rights against either or both Borrowers or any other Person to collect any of the Debtin equity), and (iii) any other circumstance, condition or contingencynothing in this Agreement shall terminate Guarantor’s obligations under the Confidentiality Agreement. (bd) NOTWITHSTANDING THE FOREGOINGNothing in this Section 5.6 shall waive any defenses, to the extent counterclaims or rights of setoff that in a legal proceeding brought within the applicable limitations period it is determined by the final, non-appealable order of a court having jurisdiction over the issue and the relevant parties that Guarantor at a time when it was not Solvent received less than a reasonably equivalent value in exchange for Guarantor’s incurrence of its obligations Parent may have under this Guaranty, then and only then the liability of Guarantor under this Guaranty shall be limited to an amount equal to the maximum amount which Guarantor could pay Agreement or be liable for under this Guaranty without having such payment or liability set aside as a fraudulent conveyance or fraudulent transfer or other similar action under any applicable bankruptcy, insolvency or other similar law of any jurisdiction. The Lenders acting through the Administrative Agent shall have the right to determine and designate from time to time, without notice to or assent of Guarantor, which portions of the Debt such limitation applies to, and Guarantor acknowledges that such determination and designation shall be conclusive on all parties. This Guaranty shall not fail or be ineffective or invalid or be considered too indefinite or contingent with respect to Guarantor because the Guaranteed Debt of Guarantor may fluctuate from time to time, or for any other reasonLaw.

Payment Guaranty. As an inducement to Bank to make a Loan (aas defined below) In order to induce the LendersPAR PACIFIC HAWAII PROPERTY COMPANY, the Issuing Bank and the Administrative Agent to enter into the Credit Agreement and to extend credit from time to time thereunderLLC, a Delaware limited liability company (“Borrower”), and in consideration thereofas specifically required by Bank, GuarantorGuarantor absolutely and unconditionally guaranties (both jointly and severally with other guarantors, as a primary obligor if any) pursuant to this Guaranty to Bank the punctual and not as a surety, severally unconditionally and irrevocably guarantees to the Lenders, the Issuing Bank and the Administrative Agent the full, prompt and punctual complete payment and performance of the Debt when due (whether at the stated maturity, by acceleration or otherwise) of the following; provided, that, notwithstanding anything to the contrary contained in accordance with the Loan Documents. This Guaranty is irrevocable, unconditional and absolute, and if for any reason all Documents or any portion of the Debt shall not be paid when due, Guarantor agrees immediately to pay the Debt to the Lenders or other Person entitled to it, in Dollars, regardless of (i) any defense, right of set-off or counterclaim which Guarantor may have or assert, (ii) whether any other such Person shall have taken any steps to enforce any rights against either or both Borrowers or any other Person to collect any of the Debt, and (iii) any other circumstance, condition or contingency. (b) NOTWITHSTANDING THE FOREGOING, to the extent that in a legal proceeding brought within the applicable limitations period it is determined by the final, non-appealable order of a court having jurisdiction over the issue and the relevant parties that Guarantor at a time when it was not Solvent received less than a reasonably equivalent value in exchange for Guarantor’s incurrence of its obligations under this Guaranty, then and only then the liability obligations of Guarantor under this Guaranty shall be limited exclude any Excluded Swap Obligations (as hereinafter defined) with respect to Guarantor: (a) all present and future indebtedness evidenced by the promissory note dated March 29, 2019 (the “Note”) in the principal amount of $45,000,000.00 (which evidences a term loan “Loan”), executed by Borrower in favor of Bank including principal, interest and all other amounts payable under the terms of the Note (the “Loan Indebtedness”); (b) any and all payment obligations under all other documents now or hereafter evidencing or securing the Loan Indebtedness, including, without limitation, a Loan Agreement made by and between Bank and Borrower and governing the Loan (the “Loan Agreement”); and (c) any and all payment obligations under that certain swap transaction (the “Swap”) with Bank (collectively the “Swap Obligations”), if any, evidenced and governed by an amount equal ISDA Master Agreement and schedule thereto and confirmations thereunder between Bank and Borrower (the “ISDA Master Agreement”) and all other instruments and documents made by Borrower or others related to the maximum Swap, including, without limitation, a confirmation between Bank and Borrower with respect to a notional amount which Guarantor could pay of $45,000,000.00, that shall form a part of and be subject to the ISDA Master Agreement; and (d) any and all obligations under all other documents now or hereafter securing the Loan Indebtedness and/or the Swap Obligations, including, without limitation, the First Mortgage, Security Agreement and Fixture Filing dated as of the date hereof, executed by Borrower in favor of Bank. For convenience, any and all documents evidencing or securing the Loan evidenced by the Note, as such documents shall be liable for under this Guaranty without having such payment or liability set aside as a fraudulent conveyance or fraudulent transfer or other similar action under any applicable bankruptcy, insolvency or other similar law of any jurisdiction. The Lenders acting through the Administrative Agent shall have the right to determine and designate amended from time to time, are herein collectively called the “Loan Documents”. Any and all documents evidencing, securing or pertaining to the Swap (including, without notice to or assent of Guarantorlimitation, which portions of the Debt ISDA Master Agreement), as such limitation applies to, and Guarantor acknowledges that such determination and designation documents shall be conclusive on amended from time to time are herein collectively called the “Swap Documents”. The term “Obligations” shall collectively mean all parties. This Guaranty shall not fail or be ineffective or invalid or be considered too indefinite or contingent obligations with respect to Guarantor because the Guaranteed Debt Loan Indebtedness pursuant to the Loan Documents and all obligations with respect to the Swap Obligations pursuant to the Swap Documents; provided, however, that notwithstanding anything to the contrary contained in the Loan Documents or this Guaranty, “Obligations” of Guarantor under this Guaranty shall exclude any Excluded Swap Obligations with respect to Guarantor. Capitalized terms not specifically defined in this Guaranty shall have the same meanings as provided in the Loan Agreement. In each case such Obligations may fluctuate from time to timetime be supplemented, modified, amended, renewed and extended, whether evidenced by new or for additional documents or resulting in a change in the interest rate on any other reasonLoan Indebtedness or otherwise.

Payment Guaranty. (a) In order to induce the Lenders, the Issuing Bank Lenders and the Administrative Agent to enter into the Credit Agreement and to extend credit from time to time thereunder, and in consideration thereof, Guarantor, as a primary obligor and not as a surety, severally unconditionally and irrevocably guarantees to the Lenders, the Issuing Bank Lenders and the Administrative Agent the full, prompt and punctual payment and performance of the Debt when due (whether at stated maturity, by acceleration or otherwise) in accordance with the Loan Documents. This Guaranty is irrevocable, unconditional and absolute, and if for any reason all or any portion of the Debt shall not be paid when due, Guarantor agrees immediately to pay the Debt to the Lenders or other Person Persons entitled to it, in Dollars, regardless of (i) any defensedefense (other than the defense of prior full and final payment when due), right of set-off or counterclaim which Guarantor may have or assert, (ii) whether any other such Person shall have taken any steps to enforce any rights against either or both Borrowers the Borrower or any other Person to collect any of the DebtObligations, and (iii) any other circumstance, condition or contingency. (b) NOTWITHSTANDING THE FOREGOING, to the extent that in a legal proceeding brought within the applicable limitations period it is determined by the final, non-appealable order of a court having jurisdiction over the issue and the relevant parties that Guarantor at a time when it was not Solvent received less than a reasonably equivalent value in exchange for Guarantor’s incurrence of its obligations under this Guaranty, then and only then the liability of Guarantor under this Guaranty shall be limited to an amount equal to the maximum amount which Guarantor could pay or be liable for under this Guaranty without having such payment or liability set aside as a fraudulent conveyance or fraudulent transfer or other similar action under any applicable bankruptcy, insolvency or other similar law of any jurisdictionGuaranteed Debt. The Lenders acting through the Administrative Agent shall have the right to determine and designate from time to time, without notice to or assent of Guarantor, which portions of the Debt such limitation applies to, and Guarantor acknowledges that such determination and designation shall be conclusive on all parties. This Guaranty shall not fail or be ineffective or invalid or be considered too indefinite or contingent with respect to Guarantor because the Guaranteed Debt of Guarantor may fluctuate from time to time, or for any other reason.

Payment Guaranty. (a) In order to induce the Lenders, the Issuing Bank Administrative Agent and the Administrative Agent Lenders to enter into the Credit this Agreement and to extend maintain credit from time to time thereunderhereunder, and in consideration thereofrecognition of the direct benefits to be received by Payment Guarantor from the restructuring of the Existing Loans pursuant to the terms of this Agreement and the other Loan Documents, Guarantor, Payment Guarantor hereby agree with the Secured Parties as a follows: Payment Guarantor hereby unconditionally and irrevocably guarantees as primary obligor and not merely as a suretysurety the full and prompt payment when due, severally whether upon maturity, acceleration or otherwise, of any and all of the Guaranteed Obligations of the Borrower to the Secured Parties. If any or all of the Guaranteed Obligations of the Borrower to the Secured Parties becomes due and payable hereunder, Payment Guarantor, unconditionally and irrevocably guarantees irrevocably, promises to the Lenders, the Issuing Bank and pay such indebtedness to the Administrative Agent and/or the fullother Secured Parties, prompt or order, on demand, together with any and punctual payment all expenses which may be incurred by the Administrative Agent and performance the other Secured Parties in collecting any of the Debt when due (whether at stated maturity, by acceleration Guaranteed Obligations. If claim is ever made upon any Secured Party for repayment or otherwise) recovery of any amount or amounts received in accordance with payment or on account of any of the Loan Documents. This Guaranty is irrevocable, unconditional Guaranteed Obligations and absolute, and if for any reason of the aforesaid payees repays all or any portion part of the Debt shall not be paid when due, Guarantor agrees immediately to pay the Debt to the Lenders or other Person entitled to it, in Dollars, regardless said amount by reason of (i) any defensejudgment, right decree or order of set-off any court or counterclaim which Guarantor may have administrative body having jurisdiction over such payee or assert, any of its property or (ii) whether any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower), then and in such event Payment Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Payment Guarantor, notwithstanding any revocation of this Payment Guaranty or other such Person shall have taken instrument evidencing any steps to enforce any rights against either or both Borrowers or any other Person to collect any liability of the DebtBorrower, and (iii) Payment Guarantor shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any other circumstancesuch payee. Should, condition or contingency. (b) NOTWITHSTANDING THE FOREGOINGcontrary to the intent of the parties that this Agreement be governed by the laws of the State of New York, it be determined that Payment Guarantor is entitled to the benefits of NRS 40.430, to the fullest extent that in a legal proceeding brought within permitted by applicable law, including NRS 40.495, Payment Guarantor hereby waives the applicable limitations period it is determined by the final, non-appealable order of a court having jurisdiction over the issue and the relevant parties that Guarantor at a time when it was not Solvent received less than a reasonably equivalent value in exchange for Guarantor’s incurrence of its obligations under this Guaranty, then and only then the liability of Guarantor under this Guaranty shall be limited to an amount equal to the maximum amount which Guarantor could pay or be liable for under this Guaranty without having such payment or liability set aside as a fraudulent conveyance or fraudulent transfer or other similar action under any applicable bankruptcy, insolvency or other similar law of any jurisdiction. The Lenders acting through the Administrative Agent shall have the right to determine and designate from time to time, without notice to or assent of Guarantor, which portions of the Debt such limitation applies to, and Guarantor acknowledges that such determination and designation shall be conclusive on all parties. This Guaranty shall not fail or be ineffective or invalid or be considered too indefinite or contingent with respect to Guarantor because the Guaranteed Debt of Guarantor may fluctuate from time to time, or for any other reasonsame.

Payment Guaranty. (a) In order to induce the Lenders, the Issuing Bank Lenders and the Administrative Agent to enter into the Credit Agreement and to extend credit from time to time thereunder, and in consideration thereof, each Guarantor, as a primary obligor and not as a surety, severally unconditionally and irrevocably guarantees to the Lenders, the Issuing Bank Lenders and the Administrative Agent the full, prompt and punctual payment and performance of the Debt when due (whether at stated maturity, by acceleration or otherwise) in accordance with the Loan Documents. This Guaranty is irrevocable, unconditional and absolute, and if for any reason all or any portion of the Debt shall not be paid when due, each Guarantor agrees immediately to pay the Debt to the Lenders or other Person entitled to it, in Dollars, regardless of (i) any defense, right of set-off or counterclaim which any Guarantor may have or assert, (ii) whether any other such Person shall have taken any steps to enforce any rights against either or both Borrowers the Borrower or any other Person to collect any of the DebtObligations, and (iii) any other circumstance, condition or contingency. (b) NOTWITHSTANDING THE FOREGOING, to the extent that in a legal proceeding brought within the applicable limitations period it is determined by the final, non-appealable order of a court having jurisdiction over the issue and the relevant parties that any Guarantor at a time when it was not Solvent received less than a reasonably equivalent value in exchange for such Guarantor’s 's incurrence of its obligations under this Guaranty, then and only then the liability of such Guarantor under this Guaranty shall be limited to an amount equal to the maximum amount which Guarantor could pay or be liable Guaranteed Debt for under this Guaranty without having such payment or liability set aside as a fraudulent conveyance or fraudulent transfer or other similar action under any applicable bankruptcy, insolvency or other similar law of any jurisdictionGuarantor. The Lenders acting through the Administrative Agent shall have the right to determine and designate from time to time, without notice to or assent of any Guarantor, which portions of the Debt such limitation applies to, and each Guarantor acknowledges that such determination and designation shall be conclusive on all parties. This Guaranty shall not fail or be ineffective or invalid or be considered too indefinite or contingent with respect to any Guarantor because the Guaranteed Debt of Guarantor the Guarantors or any of them may fluctuate from time to time, or for any other reason.

Payment Guaranty. (a) In order to induce the Lenders, the Issuing Bank and the Administrative Agent to enter into the Credit Agreement and to extend credit from time to time thereunder, and in consideration thereof, Guarantor, as a primary obligor and not as a surety, severally unconditionally and irrevocably guarantees to Agent for the Lenders, the Issuing Bank and the Administrative Agent ratable benefit of Lenders the full, prompt and punctual payment and performance of the Debt when due (whether at its stated maturity, by acceleration or otherwise) in accordance with the Loan Documents. This Guaranty is irrevocable, unconditional and absolute, and if for any reason all or any portion of the Debt shall not be paid when due, Guarantor agrees will, upon written demand, immediately pay to pay Agent the Debt to the Lenders or other Person entitled to itamount demanded, in Dollars, regardless of (ia) any defense, right of set-off or counterclaim which Guarantor any Obligor may have or assert, assert and (iib) whether Agent or any other such Person shall have taken any steps to enforce any rights against either or both Borrowers any Obligor or any other Person to collect any of the Debt, and (iii) any other circumstance, condition or contingency. (b) NOTWITHSTANDING THE FOREGOING.. Notwithstanding the foregoing, to the extent that in a legal proceeding brought within the applicable limitations period it is determined by the final, non-appealable order of a court having jurisdiction over the issue and the relevant applicable parties that Guarantor at a time when it was not Solvent received less than a reasonably equivalent value in exchange for Guarantor’s its incurrence of its obligations under this Guaranty, then and only then the liability of Guarantor under this Guaranty shall be limited to an amount equal to the maximum amount which Guarantor could pay or be liable Guaranteed Debt for under this Guaranty without having such payment or liability set aside as a fraudulent conveyance or fraudulent transfer or other similar action under any applicable bankruptcy, insolvency or other similar law of any jurisdictionGuarantor. The Lenders acting through the Administrative Agent shall have the right to determine and designate from time to time, without notice to or assent of Guarantor, which portions of the Debt such limitation applies to, and shall be deemed included in the Guaranteed Debt for Guarantor. Guarantor acknowledges that such determination and designation shall be conclusive on all partiesconclusive, absent manifest error. This Guaranty shall not fail or be ineffective or invalid or be considered too indefinite or contingent with respect to Guarantor because the Guaranteed Debt of for Guarantor may fluctuate from time to time, time or for any other reason.

Payment Guaranty. (a) In order to induce the Lenders, the Issuing Bank and the Administrative Agent to enter into the Credit Agreement and to extend credit from time to time thereunder, and in consideration thereof, Guarantor, as a primary obligor and not as a surety, severally unconditionally and irrevocably guarantees to the Lenders, the Issuing Bank and the Administrative Agent the full, prompt and punctual payment and performance of the Debt when due (whether at stated maturity, by acceleration or otherwise) in accordance with the Loan Documents. This Payment Guaranty is irrevocable, unconditional and absolute, and if for any reason all or any portion a guaranty of the Debt shall not be paid when due, Guarantor agrees immediately to pay the Debt to the Lenders or other Person entitled to it, in Dollars, regardless of (i) any defense, right of set-off or counterclaim which Guarantor may have or assert, (ii) whether any other such Person shall have taken any steps to enforce any rights against either or both Borrowers or any other Person to collect any of the Debt, and (iii) any other circumstance, condition or contingencypayment as set forth herein. (b) NOTWITHSTANDING THE FOREGOINGSubject to Section 13, with respect to all Guaranteed Obligations, the Concessionaire shall first make a written demand for payment against the Authority in accordance with the procedures set forth in the Concession Agreement (a ―Claim‖) and shall within five (5) Business Days, provide a copy of such Claim to the extent Guarantor. (c) In the event that a Claim is made and the Authority has neither (i) submitted such Claim to the dispute resolution procedure provided in a legal proceeding brought Article 19 of the Concession Agreement nor (ii) paid such Claim in full in cash on or before the expiry of all applicable grace and cure periods provided for under the Concession Agreement (including any period provided to obtain financing or required approvals for such payment), the Concessionaire shall promptly notify the Guarantor of such failure in writing and thereupon the Guarantor, within the applicable limitations period it is determined twenty (20) Business Days of receipt of such notice and written demand by the Concessionaire for payment, shall satisfy such Claim in full in cash, including any interest accrued thereon from the date such payment was due from the Authority to the date of such payment by the Guarantor, at a rate per annum equal to the Bank Rate, calculated annually and payable monthly. (d) If a Claim is submitted to the dispute resolution procedure provided in Article 19 of the Concession Agreement, and a final, non-appealable order decision is issued pursuant to such procedure ordering payment by the Authority to the Concessionaire (a ―Final Decision‖), but the Authority does not make such payment on or before the expiry of all applicable grace and cure periods provided for such payment under the Concession Agreement (including such periods provided to obtain financing or required approvals for such payment), then within twenty (20) Business Days of receipt of evidence of such Final Decision, together with a court having jurisdiction over written notice of the issue Authority’s failure to pay and written demand by the relevant parties that Concessionaire for payment, the Guarantor shall make such payment in full in cash to the Concessionaire, including any interest accrued thereon from the date such payment was due from the Authority to the date of such payment by the Guarantor, at a time when it was not Solvent received less than a reasonably equivalent value in exchange for Guarantor’s incurrence of its obligations under this Guaranty, then and only then the liability of Guarantor under this Guaranty shall be limited to an amount rate per annum equal to the maximum amount which Guarantor could pay or be liable for under this Guaranty without having such payment or liability set aside as a fraudulent conveyance or fraudulent transfer or other similar action under any applicable bankruptcyBank Rate, insolvency or other similar law of any jurisdictioncalculated annually and payable monthly. The Lenders acting through the Administrative Agent shall have the right to determine and designate from time to time, without notice to or assent of Guarantor, which portions of the Debt such limitation applies to, and Guarantor acknowledges that such determination and designation Final Decision shall be conclusive final and binding on all parties. This Guaranty the Guarantor and that, notwithstanding Section 1, the Guarantor shall have no defense that the amount adjudicated in the Final Decision is not fail due and owing (other than payment having been made in full), whether or be ineffective or invalid or be considered too indefinite or contingent with respect to Guarantor because not an available defense was raised in the Guaranteed Debt of Guarantor may fluctuate from time to time, or for any other reasondispute resolution procedure that resulted in the Final Decision.