Common use of Primary Liability of Guarantor Clause in Contracts

Primary Liability of Guarantor. This Guaranty is an absolute, irrevocable and unconditional guaranty of payment and performance. Guarantor shall be liable for the payment and performance of the Guaranteed Obligations, as set forth in this Guaranty, as a primary obligor. This Guaranty shall be effective as a waiver of, and Guarantor hereby expressly waives, any and all rights to which Guarantor may otherwise have been entitled under any suretyship laws in effect from time to time; including any right or privilege, whether existing under statute, at law or in equity, to require Lender to take prior recourse or proceedings against any collateral, security or other party whatsoever. Guarantor hereby agrees that upon the failure of the Other Borrower to pay or perform the Guaranteed Obligations in accordance with the Other Note, the Other Mortgage or the other Loan Documents, the Guaranteed Obligations, for purposes of this Guaranty, shall be deemed immediately due and payable by Guarantor at the election of Lender, and in addition Guarantor shall, on demand and without presentment, protest, notice of protest, further notice of nonpayment or of dishonor or of default or nonperformance, or notice of acceleration or of intent to accelerate, or any other notice whatsoever, without any notice having been given to Guarantor previous to such demand of the acceptance by Lender of this Guaranty, all such notices being hereby waived by Guarantor, pay to Lender or perform all of the Guaranteed Obligations. It shall not be necessary for Lender, in order to enforce such payment or performance by Guarantor, first to institute suit or pursue or exhaust any rights or remedies against the Other Borrower or others liable for such performance, or to enforce the rights against any of any security that shall ever have been given to secure such Loan, or to join the Other Borrower or any others liable for the payment or performance of the Guaranteed Obligations in any action to enforce this Guaranty, or to resort to any other means of obtaining payment of the Guaranteed Obligations. Suit may be brought or demand may be made against all parties who have signed this Guaranty or against any one or more of them, separately or together, without impairing the rights of Lender against any party hereto.

Primary Liability of Guarantor. This Guaranty is an absolute, irrevocable and unconditional guaranty of payment and performance. Guarantor shall be liable for In the event of default by Borrower in payment and or performance of the Guaranteed ObligationsObligation, or any part thereof, when such indebtedness or performance becomes due, either by its terms or as set forth in this Guaranty, as a primary obligor. This Guaranty shall be effective as a waiver of, and Guarantor hereby expressly waives, any and all rights to which Guarantor may otherwise have been entitled under any suretyship laws in effect from time to time; including any right or privilege, whether existing under statute, at law or in equity, to require Lender to take prior recourse or proceedings against any collateral, security or other party whatsoever. Guarantor hereby agrees that upon the failure result of the Other Borrower exercise of any power to pay or perform the Guaranteed Obligations in accordance with the Other Noteaccelerate, the Other Mortgage or the other Loan Documents, the Guaranteed Obligations, for purposes of this Guaranty, shall be deemed immediately due and payable by Guarantor at the election of Lender, and in addition Guarantor shall, on demand and without presentment, protest, notice of protest, further notice of nonpayment or of dishonor or of default or nonperformance, or notice of acceleration or of intent to accelerate, or any other notice whatsoeverwhatsoever (except as provided in the Credit Agreement), without any notice having been given to Guarantor previous to such demand of the acceptance by Lender Lenders of this Guaranty, all and without any notice having been given to Guarantor previous to such notices being hereby waived by Guarantordemand of the creating or incurring of such indebtedness or of such obligation to perform, pay the amount due thereon to Lender Lenders or perform all of or observe the Guaranteed Obligations. It agreement, covenant, term or condition, as the case may be, and it shall not be necessary for LenderLenders, in order to enforce such payment or performance by Guarantor, first to institute suit or pursue or exhaust any rights or their remedies against the Other Borrower or others liable on such indebtedness or for such performance, or to enforce the their rights against any of any security that which shall ever have been given to secure such Loanindebtedness or performance, or to join the Other Borrower or any others liable for the payment or performance of on the Guaranteed Obligations Obligation in any action to enforce this Guaranty, or to resort to any other means of obtaining payment or performance of the Guaranteed ObligationsObligation. Suit may be brought or demand may be made against all parties who have signed this Guaranty Guaranty, or against any one or more of them, separately or together, without impairing the rights of Lender Lenders against any other party hereto. At any time Lenders are entitled to exercise their remedies hereunder, they may in their discretion elect to demand payment or performance. If Lenders elect to demand performance, they shall at all times thereafter have the right to demand payment until all of the Indebtedness has been paid in full. If Lenders elect to demand payment, they shall at all times thereafter have the right to demand performance until all of the Indebtedness has been paid in full.

Primary Liability of Guarantor. This Guarantor agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty may be enforced by Buyer without the necessity at any time of payment and performance. Guarantor shall be liable for the payment and performance of the Guaranteed Obligations, as set forth in this Guaranty, as a primary obligor. This Guaranty shall be effective as a waiver ofresorting to or exhausting any other security or collateral, and Guarantor hereby expressly waiveswaives any rights to require Buyer to proceed against Seller or any other guarantor or to require Buyer to pursue any other remedy or enforce any other right. Guarantor further agrees that Guarantor shall have no right of subrogation, reimbursement or indemnity whatsoever, nor any right of recourse to security for the Seller Obligations against the Seller or any other guarantor, unless and until all of the Seller Obligations have been paid in full to Buyer or otherwise satisfied to Buyer’s satisfaction. Guarantor further agrees that nothing contained herein shall prevent Buyer from exercising any other rights available to it under the Agreement or any instrument of security if the Seller fails to timely perform the obligations of Seller thereunder, and the exercise of the aforesaid rights shall not constitute a discharge of any of Guarantor’s obligations hereunder; it being the purpose and intent of Guarantor that Guarantor’s obligations hereunder shall be absolute, independent and unconditional under any and all rights to which Guarantor may otherwise have been entitled circumstances. Neither Guarantor’s obligations under this Guaranty nor any suretyship laws remedy for the enforcement thereof shall be impaired, modified, changed or released in effect from time to time; including any right manner whatsoever by an impairment, modification, change, release or privilege, whether existing under statute, at law or in equity, to require Lender to take prior recourse or proceedings against any collateral, security or other party whatsoever. Guarantor hereby agrees that upon the failure limitation of the Other Borrower to pay or perform the Guaranteed Obligations in accordance with the Other Note, the Other Mortgage or the other Loan Documents, the Guaranteed Obligations, for purposes liability of this Guaranty, shall be deemed immediately due and payable by Guarantor at the election of Lender, and in addition Guarantor shall, on demand and without presentment, protest, notice of protest, further notice of nonpayment or of dishonor or of default or nonperformance, or notice of acceleration or of intent to accelerate, Seller or any other notice whatsoeverguarantor or by reason of Seller’s or any other guarantor’s bankruptcy, without any notice having been given to Guarantor previous to such demand of the acceptance by Lender of this Guarantyinsolvency, all such notices being hereby waived by Guarantor, pay to Lender or perform all of the Guaranteed Obligations. It shall not be necessary for Lender, in order to enforce such payment or performance by Guarantor, first to institute suit or pursue or exhaust any rights or remedies against the Other Borrower or others liable for such performancedeath, or to enforce the rights against any of any security that shall ever have been given to secure such Loan, or to join the Other Borrower or any others liable for the payment or performance of the Guaranteed Obligations in any action to enforce this Guaranty, or to resort to any other means of obtaining payment of the Guaranteed Obligations. Suit may be brought or demand may be made against all parties who have signed this Guaranty or against any one or more of them, separately or together, without impairing the rights of Lender against any party heretodissolution.

Primary Liability of Guarantor. This Guaranty is an absolute, irrevocable and unconditional guaranty of payment and performance. Guarantor shall be liable for the payment and performance of the Guaranteed Obligations, as set forth in this Guaranty, as a primary obligor. This Guaranty shall be effective as a waiver of, and Guarantor hereby expressly waives, any and all rights to which Guarantor may otherwise have been entitled under any suretyship laws in effect from time to time; including , and any right or privilege, whether existing under statute, at law or in equity, to require Lender to take prior recourse or proceedings against any collateral, security or other party whatsoever. Guarantor hereby agrees that upon the failure of the Other Borrower to pay or perform the Guaranteed Obligations in accordance with the Other Note, the Other Mortgage or the other Loan Documents, the Guaranteed Obligations, for purposes of this Guaranty, shall be deemed immediately due and payable by Guarantor at the election of Lender, and in addition Guarantor shall, on demand and without presentment, protest, notice of protest, further notice of nonpayment or of dishonor or of default or nonperformance, or notice of acceleration or of intent to accelerate, or any other notice whatsoever, without any notice having been given to Guarantor previous to such demand of the acceptance by Lender of this Guaranty, all such notices being hereby waived by Guarantor, pay to Lender or perform all of the Guaranteed Obligations. It shall not be necessary for Lender, in order to enforce such payment or performance by Guarantor, first to institute suit or pursue or exhaust any rights or remedies against the Other Borrower or others liable for such performance, or to enforce the rights against any of any security that shall ever have been given to secure such Loan, or to join the Other Borrower or any others liable for the payment or performance of the Guaranteed Obligations in any action to enforce this Guaranty, or to resort to any other means of obtaining payment of the Guaranteed Obligations. Suit may be brought or demand may be made against all parties who have signed this Guaranty or against any one or more of them, separately or together, without impairing the rights of Lender against any party hereto.

Primary Liability of Guarantor. This Guaranty is an absolute, irrevocable and unconditional guaranty of payment and performance. Guarantor shall be is jointly and severally liable for the payment and performance of the Guaranteed Obligations, as set forth in and as limited by this Guaranty, as a primary obligor. This Guaranty shall be effective as a waiver of, and Guarantor hereby expressly waives, any and all rights to which Guarantor may otherwise have been entitled under any suretyship laws In the event of default in effect from time to time; including any right payment or privilege, whether existing under statute, at law or in equity, to require Lender to take prior recourse or proceedings against any collateral, security or other party whatsoever. Guarantor hereby agrees that upon the failure performance of the Other Borrower to pay or perform the Guaranteed Obligations in accordance with the Other Note, the Other Mortgage or the other Loan Documents, the Guaranteed Obligations, for purposes or any part thereof, when such Guaranteed Obligations become due, whether by its terms, by acceleration, or otherwise, Guarantor shall promptly pay the amount due thereon to Lender without notice or demand, of this Guarantyany kind or nature, shall in lawful money of the United States of America or perform the obligations to be deemed immediately due and payable by Guarantor at the election of Lenderperformed hereunder, and in addition Guarantor shall, on demand and without presentment, protest, notice of protest, further notice of nonpayment or of dishonor or of default or nonperformance, or notice of acceleration or of intent to accelerate, or any other notice whatsoever, without any notice having been given to Guarantor previous to such demand of the acceptance by Lender of this Guaranty, all such notices being hereby waived by Guarantor, pay to Lender or perform all of the Guaranteed Obligations. It it shall not be necessary for Lender, Lender in order to enforce such payment or and performance by GuarantorGuarantor first, first or contemporaneously, to institute suit or pursue or exhaust any rights or remedies against the Other Borrower Debtor or others liable for such performanceon the Guaranteed Obligations, or to enforce the rights any rights, remedies, powers, privileges or benefits of Lender against any of collateral, or any other security that or collateral which shall ever have been given to secure such Loan, or to join the Other Borrower or any others liable for the payment or performance of the Guaranteed Obligations in any action to enforce this Guaranty, or to resort to any other means of obtaining payment of the Guaranteed Obligations. Suit may be brought or demand may be made against all parties who have signed this Guaranty or any other guaranty in favor of Lender covering all or any part of the Guaranteed Obligations, or against any one or more of them, separately or together, without impairing the rights of Lender against any party hereto. Any time that Lender is entitled to exercise its rights or remedies hereunder, Lender may in its discretion elect to demand payment and/or performance. If Lender elects to demand performance, it shall at all times thereafter have the right to demand payment until all of the Guaranteed Obligations have been paid and performed in full. If Lender elects to demand payment, it shall at all times thereafter have the right to demand performance until all of the Guaranteed Obligations have been paid and performed in full.

Primary Liability of Guarantor. This Guaranty is an absolute, irrevocable and unconditional guaranty of payment and performance. Guarantor shall be liable for the payment and performance of the Guaranteed Obligations, as set forth in this Guaranty, Obligations as a primary obligor. This Guaranty shall be effective as a waiver of, and Guarantor hereby expressly waives, any and all rights to which Guarantor may otherwise have been entitled under any suretyship laws in effect from time to time; including any right or privilegetime in the State of North Carolina. In the event of default by Borrower, whether existing under statute, at law or in equity, to require Lender to take prior recourse or proceedings against any collateral, security or other party whatsoever. Guarantor hereby agrees that upon the failure of the Other Borrower to pay or perform the Guaranteed Obligations in accordance with the Other Note, the Other Mortgage or the other Loan Documents, the Guaranteed Obligations, for purposes of this Guaranty, shall be deemed immediately due and payable by Guarantor at the election of Lender, and in addition Guarantor shall, on demand and without presentment, protest, notice of protest, further notice of nonpayment or of dishonor or of default or nonperformance, or notice of acceleration or of intent to accelerate, or any other notice whatsoever, without any notice having been given to Guarantor previous to such demand of the acceptance by Lender of this Guaranty, and without any notice having been given to Guarantor previous to such demand of the creating or incurring of such indebtedness, all such notices being hereby waived by Guarantor, pay the amount due thereon to Lender or perform all of the Guaranteed Obligations. It Lender, and it shall not be necessary for Lender, in order to enforce such payment or performance by Guarantor, first to institute suit or pursue or exhaust any rights or remedies against the Other Borrower or others liable for on such performanceindebtedness, or to enforce the any rights against any of any security that shall ever have been given to secure such Loanindebtedness, or to join the Other Borrower or any others liable for the payment or performance of the Guaranteed Obligations or any part thereof in any action to enforce this Guaranty, or to resort to any other means of obtaining payment of the Guaranteed Obligations. Suit may be brought or demand may be made against Borrower or against all parties who have signed this Guaranty or any other guaranty covering all or any part of the Guaranteed Obligations, or against any one or more of them, separately or together, without impairing the rights of Lender against any party hereto.

Primary Liability of Guarantor. This Guaranty is an absolute, irrevocable and unconditional a guaranty of payment and performance. , and Guarantor shall be liable agrees that Obligee is not required, as a condition to establishing Guarantor's liability hereunder, to proceed against any person (including Obligor), or against any security or collateral to which Obligee is entitled to look for the payment and performance of the Guaranteed Obligations, as set forth in this Guaranty, as a primary obligor. This Guaranty shall be effective as a waiver of, and Guarantor hereby expressly waives, further agrees not to assert any defense (other than payment or accord and all rights satisfaction) available to which Guarantor may otherwise have been entitled under any suretyship laws in effect from time Obligor against Obligee with regard to time; including any right or privilege, whether existing under statute, at law or in equity, to require Lender to take prior recourse or proceedings against any collateral, security or other party whatsoever. Guarantor hereby agrees that upon the failure of the Other Borrower to pay or perform the Guaranteed Obligations in accordance with the Other Note, the Other Mortgage or the other Loan Documents, the Guaranteed Obligations, for purposes of this Guaranty, shall be deemed immediately due and payable by Guarantor at the any defense based upon an election of Lenderremedies of any type, any defense based on any duty of Obligee to disclose information of any type to Guarantor regarding Obligor or the Guaranteed Obligations, and in addition any claim that Guarantor shallmay have against Obligee by virtue of Obligee's failure to exercise any rights against Obligor, on demand and without presentment, protest, notice of protest, further notice of nonpayment however arising. Guarantor waives any right or of dishonor or of default or nonperformance, or notice of acceleration or of intent claim to accelerate, force Obligee to proceed first against Obligor or any other notice whatsoever, without guarantor as to any notice having been given to Guarantor previous to such demand of the acceptance by Lender of this Guaranty, all such notices being hereby waived by Guarantor, pay to Lender or perform all of the Guaranteed Obligations. It shall not be necessary for Lender, in order to enforce such payment or performance by Guarantor, first to institute suit or pursue or exhaust any rights or remedies against the Other Borrower or others liable for such performance, or to enforce the rights against any of any security that shall ever have been given to secure such Loan, or to join the Other Borrower or any others liable for the payment or performance of the Guaranteed Obligations in or other obligations of Obligor. Obligor agrees that no delay or refusal of Obligee to exercise any action to enforce this Guarantyright or privilege Obligee has or may have against Obligor (whether arising from any documents executed by Obligor, or from any law, order, rule, or regulation, or otherwise) shall operate to resort to impair the liability of Guarantor hereunder. Guarantor agrees that neither insanity, minority, other disability, bankruptcy, insolvency, cessation of existence, or dissolution of Obligor, or of any party acting for or on behalf of Obligor, or of any of the affiliates of Obligor, or of any other means guarantor now or hereafter existing in connection with the Guaranteed Obligations, nor any allegation of obtaining payment fraud, usury, failure of consideration, forgery, or other defense, whether or not known to Obligee (even though rendering all or any part of the Guaranteed Obligations. Suit may Obligations void or unenforceable or uncollectible as against Obligor or any other guarantor) shall in any manner impair, affect, or release the liability of Guarantor hereunder, and Guarantor shall be brought or demand may be made against all parties who have signed this Guaranty or against any one or more of them, separately or together, without impairing the rights of Lender against any party heretoand remain fully liable hereunder.

Primary Liability of Guarantor. The liability of Guarantor shall not be impaired, reduced or in any way affected by: (a) Beneficiary's failure, refusal, or neglect to collect or enforce the Guaranteed Obligations, by way of, without limitation, any indulgence, forbearance, compromise, settlement or waiver of performance which may be extended to Tenant by Beneficiary or agreed upon by Beneficiary and Tenant; or (b) any termination of the Lease to the extent that Tenant thereafter continues to be liable. This Guaranty constitutes a primary obligation of Guarantor. This is an absolute, unconditional, irrevocable and unconditional continuing guaranty of payment and performanceperformance and not of collection and is in no way conditioned upon any attempt to collect from Tenant or upon any other event or contingency. Guarantor shall be liable for the payment and performance agrees that Beneficiary is not required, as a condition to establishing Guarantor's liability hereunder, to proceed against any person (including, without limitation, Tenant or any other guarantor). Guarantor hereby expressly waives any right or claim to force Beneficiary to proceed first against Tenant or any other guarantor as to any of the Guaranteed ObligationsObligations or other obligations of Tenant, and agrees that no delay or refusal of Beneficiary to exercise any right or privilege which Beneficiary has or may have against Tenant, whether arising from any documents executed by Tenant, any common law, applicable statute or otherwise, shall operate to impair the liability of Guarantor hereunder. The obligations of Guarantor hereunder shall not be reduced, impaired or in any way affected by: (a) receivership, insolvency, bankruptcy or other proceedings affecting Tenant or any of Tenant's assets; (b) receivership, insolvency, bankruptcy or other proceedings affecting Guarantor or any of Guarantor's assets; and (c) any allegation of fraud, failure of consideration, forgery or other defense, whether or not known to Beneficiary (even though rendering all or any part of the Guaranteed Obligations void or unenforceable or uncollectible as set forth in this Guaranty, as a primary obligoragainst Tenant or any other guarantor). This Guaranty shall continue to be effective or be reinstated, as a waiver ofthe case may be, and Guarantor hereby expressly waives, if at any and all rights to which Guarantor may otherwise have been entitled under time any suretyship laws in effect from time to time; including any right or privilege, whether existing under statute, at law or in equity, to require Lender to take prior recourse or proceedings against any collateral, security or other party whatsoever. Guarantor hereby agrees that upon the failure of the Other Borrower to pay or perform the Guaranteed Obligations in accordance with the Other Note, the Other Mortgage or the other Loan Documents, the Guaranteed Obligations, for purposes of this Guaranty, shall be deemed immediately due and payable by Guarantor at the election of Lender, and in addition Guarantor shall, on demand and without presentment, protest, notice of protest, further notice of nonpayment or of dishonor or of default or nonperformance, or notice of acceleration or of intent to accelerate, or any other notice whatsoever, without any notice having been given to Guarantor previous to such demand of the acceptance by Lender of this Guaranty, all such notices being hereby waived by Guarantor, pay to Lender or perform all of the Guaranteed Obligations. It shall not be necessary for Lender, in order to enforce such payment or performance by Guarantor, first to institute suit or pursue or exhaust any rights or remedies against the Other Borrower or others liable for such performance, or to enforce the rights against any of any security that shall ever have been given to secure such Loan, or to join the Other Borrower or any others liable for the payment or performance of the Guaranteed Obligations in any action to enforce this Guarantyis rescinded or must otherwise be returned by Beneficiary upon the insolvency, bankruptcy or to resort to any other means reorganization of obtaining payment of the Guaranteed Obligations. Suit may be brought Tenant or demand may be made against all parties who have signed this Guaranty or against any one or more of them, separately or together, without impairing the rights of Lender against any party heretootherwise.

Primary Liability of Guarantor. This Guaranty is an absolute, irrevocable and unconditional guaranty of payment and performance. Guarantor shall be liable for In the event of default by Borrower in payment and or performance of the Guaranteed ObligationsObligation, or any part thereof, when such indebtedness or performance becomes due, either by its terms or as set forth in this Guaranty, as a primary obligor. This Guaranty shall be effective as a waiver of, and Guarantor hereby expressly waives, any and all rights to which Guarantor may otherwise have been entitled under any suretyship laws in effect from time to time; including any right or privilege, whether existing under statute, at law or in equity, to require Lender to take prior recourse or proceedings against any collateral, security or other party whatsoever. Guarantor hereby agrees that upon the failure result of the Other Borrower exercise of any power to pay or perform the Guaranteed Obligations in accordance with the Other Noteaccelerate, the Other Mortgage or the other Loan Documents, the Guaranteed Obligations, for purposes of this Guaranty, shall be deemed immediately due and payable by Guarantor at the election of Lender, and in addition Guarantor shall, on demand and without presentment, protest, notice of protest, further notice of nonpayment or of dishonor or of default or nonperformance, or notice of acceleration or of intent to accelerate, or any other notice whatsoeverwhatsoever (except as provided in the Credit Agreement), without any notice having been given to Guarantor previous to such demand of the acceptance by Lender Lenders of this Guaranty, all and without any notice having been given to Guarantor previous to such notices being hereby waived by Guarantordemand of the creating or incurring of such indebtedness or of such obligation to perform, pay the amount due thereon to Lender Lenders or perform all of or observe the Guaranteed Obligations. It agreement, covenant, term or condition, as the case may be, and it shall not be necessary for LenderLenders, in order to enforce such payment or performance by Guarantor, first to institute suit or pursue or exhaust any rights or their remedies against the Other Borrower or others liable on such indebtedness or for such performance, or to enforce the their rights against any of any security that which shall ever have been given to secure such Loanindebtedness or performance, or to join the Other Borrower or any others liable for the payment or performance of on the Guaranteed Obligations Obligation in any action to enforce this Guaranty, or to resort to any other means of obtaining payment or performance of the Guaranteed ObligationsObligation. Suit may be brought or demand may be made against all parties who have signed this Guaranty Guaranty, or against any one or more of them, separately or together, without impairing the rights of Lender Lenders against any other party hereto. At any time Lenders are entitled to exercise their remedies hereunder, they may in their discretion elect to demand payment or performance. If Lenders elect to demand performance, they shall at all times thereafter have the right to demand payment until all of the Indebtedness has been paid in full. If Lenders elects to demand payment, they shall at all times thereafter have the right to demand performance until all of the Indebtedness has been paid in full.

Primary Liability of Guarantor. This Guaranty is an absolute, irrevocable and unconditional guaranty of payment and performance. Guarantor shall be liable for In the event of default by Borrower in payment and or performance of the Guaranteed ObligationsObligation, or any part thereof, when such indebtedness or performance becomes due, either by its terms or as set forth in this Guaranty, as a primary obligor. This Guaranty shall be effective as a waiver of, and Guarantor hereby expressly waives, any and all rights to which Guarantor may otherwise have been entitled under any suretyship laws in effect from time to time; including any right or privilege, whether existing under statute, at law or in equity, to require Lender to take prior recourse or proceedings against any collateral, security or other party whatsoever. Guarantor hereby agrees that upon the failure result of the Other Borrower exercise of any power to pay or perform the Guaranteed Obligations in accordance with the Other Noteaccelerate, the Other Mortgage or the other Loan Documents, the Guaranteed Obligations, for purposes of this Guaranty, shall be deemed immediately due and payable by Guarantor at the election of Lender, and in addition Guarantor shall, on demand and without presentment, protest, notice of protest, further notice of nonpayment or of dishonor or of default or nonperformance, or notice of acceleration or of intent to accelerate, or any other notice whatsoever, without any notice having been given to Guarantor previous to such demand of the acceptance by Lender of this Guaranty, all and without any notice having been given to Guarantor previous to such notices being hereby waived by Guarantordemand of the creating or incurring of such indebtedness or of such obligation to perform, pay the amount pursuant to Section 1 hereof to Lender or perform all of or observe the Guaranteed Obligations. It agreement, covenant, term or condition, as the case may be, and it shall not be necessary for Lender, in order to enforce such payment or performance by Guarantor, first to institute suit or pursue or exhaust any rights or its remedies against the Other Borrower or others liable on such indebtedness or for such performance, or to enforce the its rights against any of any security that which shall ever have been given to secure such Loanindebtedness or performance, or to join the Other Borrower or any others liable for the payment or performance of on the Guaranteed Obligations Obligation in any action to enforce this Guaranty, or to resort to any other means of obtaining payment or performance GUARANTY AGREEMENT (CANDLEWOOD WICHITA NORTHEAST-CANDLEWOOD, INC.) PAGE 1 2 of the Guaranteed ObligationsObligation. Suit may be brought or demand may be made against all parties who have signed this Guaranty Guaranty, or against any one or more of them, separately or together, without impairing the rights of Lender against any other party hereto. At any time Lender is entitled to exercise its remedies hereunder, it may in its discretion elect to demand payment or performance. If Lender elects to demand performance, it shall at all times thereafter have the right to demand payment until all of the Indebtedness has been paid in full. If Lender elects to demand payment, it shall at all times thereafter have the right to demand performance until all of the Indebtedness has been paid in full.

Primary Liability of Guarantor. This The Guarantor agrees that this Guaranty is an absolutemay be enforced by WPP without the necessity at any time of resorting to or exhausting any other security or collateral, and the Guarantor hereby waives the right to require WPP to proceed against Hillsboro Energy or any other person (including a co-guarantor) or to require WPP to pursue any other remedy or enforce any other right. The Guarantor further agrees that the Guarantor shall have no right of subrogation, contribution, reimbursement, exoneration, participation or indemnity whatsoever, nor any right of recourse to security for the debts and obligations of Hillsboro Energy to WPP until all amounts owing to WPP on account of the Obligations are irrevocable and unconditional guaranty of payment and performanceindefeasibly paid in full in cash. Guarantor If any amount shall be liable for paid to the payment and performance Guarantor on account of such subrogation or other rights at any time when all of the Guaranteed Obligations shall not have been irrevocably and indefeasibly paid in full in cash, such amount shall be held by the Guarantor in trust for WPP, and shall, forthwith upon receipt by the Guarantor, be turned over to WPP in the exact form received by the Guarantor (duly indorsed by the Guarantor to WPP, if required), to be applied against the Obligations, as set forth in this Guarantywhether mature or unmatured, as a primary obligor. This Guaranty shall be effective as a waiver of, and Guarantor hereby expressly waives, any and all rights to which Guarantor may otherwise have been entitled under any suretyship laws in effect from time to time; including any right or privilege, whether existing under statute, at law or in equity, to require Lender to take prior recourse or proceedings against any collateral, security or other party whatsoever. Guarantor hereby agrees that upon the failure of the Other Borrower to pay or perform the Guaranteed Obligations in accordance with the Other Note, the Other Mortgage or the other Loan Documents, the Guaranteed Obligations, for purposes terms of this Guaranty, shall be deemed immediately due and payable . This waiver is expressly intended to prevent the existence of any claim in respect to such reimbursement by the Guarantor at against the election estate of LenderHillsboro Energy within the meaning of Section 101 of the Bankruptcy Code, and to prevent the Guarantor from constituting a creditor of Hillsboro Energy in addition respect of such reimbursement within the meaning of Section 547(b) of the Bankruptcy Code in the event of a subsequent case involving Hillsboro Energy. With respect to any payments made by or on behalf of the Guarantor shallto or for WPP under this Guaranty, WPP shall assign to Guarantor all of WPP’s claims against Hillsboro Energy to the extent of such payments; provided, however, that such assignment shall not occur until all of the Obligations Limited Commercial Guaranty HAVE BEEN PAID IN FULL. The Guarantor further agrees that nothing contained herein shall prevent WPP from suing on demand and without presentment, protest, notice of protest, further notice of nonpayment the Obligations or of dishonor or of default or nonperformance, or notice of acceleration or of intent from exercising any other rights available to accelerate, it under the Lease or any other notice whatsoeverinstrument or document executed in connection with the Obligations if neither Hillsboro Energy nor the Guarantor timely performs the obligations of Hillsboro Energy thereunder, without and the exercise of any notice having been given to Guarantor previous to such demand of the acceptance by Lender aforesaid rights and the completion of this Guaranty, all such notices being hereby waived by Guarantor, pay to Lender or perform all any foreclosure proceedings shall not constitute a discharge of any of the Guaranteed ObligationsGuarantor’s obligations hereunder. It shall not be necessary for Lender, in order to enforce such payment or performance by Neither the Guarantor, first to institute suit or pursue or exhaust ’s obligations under this Guaranty nor any rights or remedies against the Other Borrower or others liable for such performance, or to enforce the rights against any of any security that shall ever have been given to secure such Loan, or to join the Other Borrower or any others liable remedy for the payment enforcement thereof shall be impaired, modified, changed or performance released in any manner whatsoever by an impairment, modification, change, release or limitation of the Guaranteed Obligations in any action to enforce this Guaranty, or to resort to any other means by reason of obtaining payment of the Guaranteed Obligations. Suit may be brought Hillsboro Energy’s bankruptcy or demand may be made against all parties who have signed this Guaranty or against any one or more of them, separately or together, without impairing the rights of Lender against any party heretoinsolvency.

Primary Liability of Guarantor. This Guaranty is an absolute, irrevocable and unconditional guaranty of payment and performance. Guarantor shall be liable for In the event of default by Borrower in payment and or performance of the Guaranteed ObligationsObligation, or any part thereof, when such indebtedness or performance becomes due, either by its terms or as set forth in this Guaranty, as a primary obligor. This Guaranty shall be effective as a waiver of, and Guarantor hereby expressly waives, any and all rights to which Guarantor may otherwise have been entitled under any suretyship laws in effect from time to time; including any right or privilege, whether existing under statute, at law or in equity, to require Lender to take prior recourse or proceedings against any collateral, security or other party whatsoever. Guarantor hereby agrees that upon the failure result of the Other Borrower exercise of any power to pay or perform the Guaranteed Obligations in accordance with the Other Noteaccelerate, the Other Mortgage or the other Loan Documents, the Guaranteed Obligations, for purposes of this Guaranty, shall be deemed immediately due and payable by Guarantor at the election of Lender, and in addition Guarantor shall, on demand and without presentment, protest, notice of protest, further notice of nonpayment or of dishonor or of default or nonperformance, or notice of acceleration or of intent to accelerate, or any other notice whatsoeverwhatsoever (except as provided in the Credit Agreement), without any notice having been given to Guarantor previous to such demand of the acceptance by Lender Lenders of this Guaranty, all and without any notice having been given to Guarantor previous to such notices being hereby waived by Guarantordemand of the creating or incurring of such indebtedness or of such obligation to perform, pay the amount due thereon to Lender Lenders or perform all of or observe the Guaranteed Obligations. It agreement, covenant, term or condition, as the case may be, and it shall not be necessary for LenderLenders, in order to enforce such payment or performance by Guarantor, first to institute suit or pursue or exhaust any rights or their remedies against the Other Borrower or others liable on such indebtedness or for such performance, or to enforce the their rights against any of any security that which shall ever have been given to secure such Loanindebtedness or performance, or to join the Other Borrower or any others liable for the payment or performance of on the Guaranteed Obligations Obligation in any action to enforce this Guaranty, or to resort to any other means of obtaining payment or performance of the Guaranteed ObligationsObligation. Suit may be brought or demand may be made against all parties who have signed this Guaranty Guaranty, or against any one or more of them, separately or together, without impairing the rights of Lender Lenders against any other party hereto. At any time Xxxxxxx are entitled to exercise their remedies hereunder, they may in their discretion elect to demand payment or performance. If Lenders elect to demand performance, they shall at all times thereafter have the right to demand payment until all of the Indebtedness has been paid in full. If Lenders elect to demand payment, they shall at all times thereafter have the right to demand performance until all of the Indebtedness has been paid in full.

Primary Liability of Guarantor. This Subject to the terms, conditions and limitations of this Guaranty, this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and performancecompletion. Guarantor shall be liable for the payment and performance of the Guaranteed Obligations, as set forth in this Guaranty, as a primary obligor. This Guaranty shall be effective as a waiver of, and Guarantor hereby expressly waives, any and all rights to which Guarantor may otherwise have been entitled under any suretyship laws in effect from time to time; including any right or privilege, whether existing under statute, at law or in equity, to require Lender to take prior recourse or proceedings against any collateral, security or other party whatsoever. Guarantor hereby agrees that upon the failure of the Other Borrower to pay or perform the Guaranteed Obligations in accordance with the Other Note, the Other Mortgage or the other Loan Documents, the Guaranteed Obligations, for purposes of this Guaranty, shall be deemed immediately due and payable by Guarantor at the election of Lender, and in addition Guarantor shall, on demand and without presentment, protest, notice of protest, further notice of nonpayment or of dishonor or of default or nonperformance, or further notice of acceleration or of intent to accelerate, or any other notice whatsoever, without any notice having been given to Guarantor previous to such demand of the acceptance by Lender of this Guaranty, all and without any notice having been given to Guarantor previous to such notices being hereby waived by Guarantordemand of the creating or incurring of such obligation to perform or observe the agreement, pay to Lender covenant, term or perform all condition, as the case may be, cause the full and complete satisfaction of the Guaranteed Obligations. It Obligations pursuant to Section 2 hereof and in accordance with the terms and provisions of the Loan Agreement, and it shall not be necessary for Lender, in order to enforce such payment or performance by Guarantor, first to institute suit or pursue or exhaust any rights or their remedies against the Other Borrower or others liable for such performance, or to enforce the its rights against any of any security that which shall ever have been given to secure such Loanperformance, or to join the Other Borrower or any others liable for the payment or performance of on the Guaranteed Obligations Obligation in any action to enforce this Guaranty, to pursue any other remedy or enforce any other right, including any and all rights available to them at law or in equity or to resort to any other means of obtaining payment performance of the Guaranteed ObligationsObligation. Suit may be brought or demand may be made against all parties who have signed this Guaranty Guaranty, or against any one or more of them, separately or together, without impairing the rights of Lender against any other party hereto. At any time Lender is entitled to exercise its remedies hereunder, Lender may in its discretion elect to demand performance.

Primary Liability of Guarantor. This Guarantor agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty may be enforced by Purchaser without the necessity at any time of payment and performance. Guarantor shall be liable for the payment and performance of the Guaranteed Obligations, as set forth in this Guaranty, as a primary obligor. This Guaranty shall be effective as a waiver ofresorting to or exhausting any other security or collateral, and Guarantor hereby expressly waiveswaives any rights to require Purchaser to proceed against any Seller or any other guarantor or to require Purchaser to pursue any other remedy or enforce any other right, except as otherwise provided in the Purchase Agreement. Guarantor further agrees that Guarantor shall have no right of subrogation, reimbursement or indemnity whatsoever, nor any right of recourse to security for the Seller Obligations against any Seller or any other guarantor, unless and until all of the Seller Obligations have been paid in full to Purchaser or otherwise satisfied to Purchaser’s satisfaction. Guarantor further agrees that nothing contained herein shall prevent Purchaser from exercising any other rights available to it under the Purchase Agreement or any instrument of security if any Seller fails to timely perform the obligations of any Seller thereunder, and the exercise of the aforesaid rights shall not constitute a discharge of any of Guarantor’s obligations hereunder; it being the purpose and intent of Guarantor that Guarantor’s obligations hereunder shall be absolute, independent and unconditional under any and all rights to which Guarantor may otherwise have been entitled circumstances. Neither Guarantor’s obligations under this Guaranty nor any suretyship laws remedy for the enforcement thereof shall be impaired, modified, changed or released in effect from time to time; including any right manner whatsoever by an impairment, modification, change, release or privilege, whether existing under statute, at law or in equity, to require Lender to take prior recourse or proceedings against any collateral, security or other party whatsoever. Guarantor hereby agrees that upon the failure limitation of the Other Borrower to pay or perform the Guaranteed Obligations in accordance with the Other Note, the Other Mortgage or the other Loan Documents, the Guaranteed Obligations, for purposes liability of this Guaranty, shall be deemed immediately due and payable by Guarantor at the election of Lender, and in addition Guarantor shall, on demand and without presentment, protest, notice of protest, further notice of nonpayment or of dishonor or of default or nonperformance, or notice of acceleration or of intent to accelerate, any Seller or any other notice whatsoeverguarantor or by reason of any Seller’s or any other guarantor’s bankruptcy, without any notice having been given to Guarantor previous to such demand of the acceptance by Lender of this Guarantyinsolvency, all such notices being hereby waived by Guarantor, pay to Lender or perform all of the Guaranteed Obligations. It shall not be necessary for Lender, in order to enforce such payment or performance by Guarantor, first to institute suit or pursue or exhaust any rights or remedies against the Other Borrower or others liable for such performancedeath, or to enforce the rights against any of any security that shall ever have been given to secure such Loan, or to join the Other Borrower or any others liable for the payment or performance of the Guaranteed Obligations in any action to enforce this Guaranty, or to resort to any other means of obtaining payment of the Guaranteed Obligations. Suit may be brought or demand may be made against all parties who have signed this Guaranty or against any one or more of them, separately or together, without impairing the rights of Lender against any party heretodissolution.

Primary Liability of Guarantor. This Guarantor agrees that this Guaranty is an absolute, irrevocable may be enforced by Bank without the necessity at any time of resorting to or exhausting any other security or collateral and unconditional guaranty without the necessity at any time of payment and performance. Guarantor shall be liable for having resorted to 4 recourse to the payment and performance of Note or the Guaranteed Obligations, as set forth in this Guaranty, as a primary obligor. This Guaranty shall be effective as a waiver of, Collateral through foreclosure proceedings under the Security Documents or otherwise and Guarantor hereby expressly waives, waives any and all rights to which require Bank to proceed against Borrower or any other guarantor or to require Bank to pursue any other remedy or enforce any other right. Guarantor may otherwise further agrees that Guarantor shall have been entitled no right of subrogation, reimbursement or indemnity whatsoever, nor any right of recourse to security for the Indebtedness of Borrower to Bank as long as there is any outstanding indebtedness to Bank, or the expiration of any bankruptcy preference period, whichever occurs last. Guarantor further agrees that nothing contained herein shall prevent Bank from suing on the Note or foreclosing the Security Agreement or from exercising any other rights available to it under any suretyship laws in effect from time to time; including any right or privilege, whether existing under statute, at law or in equity, to require Lender to take prior recourse or proceedings against any collateral, security or other party whatsoever. Guarantor hereby agrees that upon the failure of the Other Borrower to pay or perform the Guaranteed Obligations in accordance with the Other Note, the Other Mortgage or the other Loan Documents, the Guaranteed Obligations, for purposes of this Guaranty, shall be deemed immediately due and payable by Guarantor at the election of Lender, and in addition Guarantor shall, on demand and without presentment, protest, notice of protest, further notice of nonpayment or of dishonor or of default or nonperformance, or notice of acceleration or of intent to accelerateDocument, or any other notice whatsoeverinstrument of security if neither Borrower nor Guarantor timely performs the obligations of Borrower thereunder, without and the exercise of any notice having been given to Guarantor previous to such demand of the acceptance aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of any of Guarantor's obligations hereunder; it being the purpose and intent of Guarantor that Guarantor's 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 Lender an impairment, modification, change, release or limitation of this Guarantythe liability of Borrower or any other guarantor or by reason of Borrower's or any other guarantor's bankruptcy, insolvency, death, or dissolution. At any time Bank is entitled to exercise its remedies hereunder, it may in its discretion elect to demand payment or performance. In the event Bank elects to demand performance, it shall at all such notices being hereby waived by Guarantor, pay times thereafter have the right to Lender or perform demand payment until all of the Guaranteed ObligationsIndebtedness has been paid in full. It In the event Bank elects to demand payment, it shall not be necessary for Lender, in order at all times thereafter have the right to enforce such payment or demand performance by Guarantor, first to institute suit or pursue or exhaust any rights or remedies against the Other Borrower or others liable for such performance, or to enforce the rights against any of any security that shall ever have been given to secure such Loan, or to join the Other Borrower or any others liable for the payment or performance until all of the Guaranteed Obligations Indebtedness has been paid in any action to enforce this Guaranty, or to resort to any other means of obtaining payment of the Guaranteed Obligations. Suit may be brought or demand may be made against all parties who have signed this Guaranty or against any one or more of them, separately or together, without impairing the rights of Lender against any party heretofull.

Primary Liability of Guarantor. This Guarantor agrees that this Amended and Restated Guaranty is an absolute, irrevocable Agreement may be enforced by the Lender without the necessity at any time of resorting to or exhausting any other security or collateral and unconditional guaranty without the necessity at any time of payment and performance. Guarantor shall be liable for having recourse to the payment and performance of Borrower under the Guaranteed Obligations, as set forth in this Guaranty, as a primary obligor. This Guaranty shall be effective as a waiver ofNote or any collateral now or hereafter securing the Obligations or otherwise, and Guarantor hereby expressly waiveswaives the right to require the Lender to proceed against the Borrower or any other person (including a co-guarantor) or to require the Lender to pursue any other remedy or enforce any other right. Guarantor further agrees that it shall have no right of subrogation, reimbursement or indemnity whatsoever, nor any right of recourse to security, if any, for the Obligations, so long as any amounts payable to the Lender in respect of the Obligations shall remain outstanding and until all of the commitments of Lender, if any, under the Note shall have expired or been terminated. Guarantor further agrees that nothing contained herein shall prevent the Lender from suing the Borrower with respect to its obligations under the Note or foreclosing its security interest in or lien on any collateral now or hereafter securing the Obligations or from exercising any other rights available to the Lender under the Note if neither the Borrower nor Guarantor timely performs the obligations of the Borrower thereunder, 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 unless as a result thereof the Obligations shall have been paid in full and any all commitments have expired or been terminated; it being the purpose and intent of Guarantor that Guarantor's obligations hereunder shall be absolute, irrevocable, independent and unconditional under any and all rights to which Guarantor may otherwise have been entitled circumstances. Neither Guarantor's obligations under any suretyship laws in effect from time to time; including any right or privilege, whether existing under statute, at law or in equity, to require Lender to take prior recourse or proceedings against any collateral, security or other party whatsoever. Guarantor hereby agrees that upon the failure of the Other Borrower to pay or perform the Guaranteed Obligations in accordance with the Other Note, the Other Mortgage or the other Loan Documents, the Guaranteed Obligations, for purposes of this Guaranty, shall be deemed immediately due Amended and payable by Guarantor at the election of Lender, and in addition Guarantor shall, on demand and without presentment, protest, notice of protest, further notice of nonpayment or of dishonor or of default or nonperformance, or notice of acceleration or of intent to accelerate, or any other notice whatsoever, without any notice having been given to Guarantor previous to such demand of the acceptance by Lender of this Guaranty, all such notices being hereby waived by Guarantor, pay to Lender or perform all of the Guaranteed Obligations. It shall not be necessary for Lender, in order to enforce such payment or performance by Guarantor, first to institute suit or pursue or exhaust any rights or remedies against the Other Borrower or others liable for such performance, or to enforce the rights against any of any security that shall ever have been given to secure such Loan, or to join the Other Borrower or any others liable for the payment or performance of the Guaranteed Obligations in any action to enforce this Guaranty, or to resort to any other means of obtaining payment of the Guaranteed Obligations. Suit may be brought or demand may be made against all parties who have signed this Restated Guaranty or against any one or more of them, separately or together, without impairing the rights of Lender against any party hereto.Agreement nor any

Primary Liability of Guarantor. This Guaranty is an absolute, irrevocable and unconditional guaranty of payment and performance. Guarantor shall be liable for In the event of default by Borrower in payment and or performance of the Guaranteed ObligationsObligation, or any part thereof, when such indebtedness or performance becomes due, either by its terms or as set forth in this Guaranty, as a primary obligor. This Guaranty shall be effective as a waiver of, and Guarantor hereby expressly waives, any and all rights to which Guarantor may otherwise have been entitled under any suretyship laws in effect from time to time; including any right or privilege, whether existing under statute, at law or in equity, to require Lender to take prior recourse or proceedings against any collateral, security or other party whatsoever. Guarantor hereby agrees that upon the failure result of the Other Borrower exercise of any power to pay or perform the Guaranteed Obligations in accordance with the Other Noteaccelerate, the Other Mortgage or the other Loan Documents, the Guaranteed Obligations, for purposes of this Guaranty, shall be deemed immediately due and payable by Guarantor at the election of Lender, and in addition Guarantor shallGuarantor, on demand and without presentment, protest, notice of protest, further notice of nonpayment or of dishonor or of default or nonperformance, or notice of acceleration or of intent to accelerate, or any other notice whatsoever, without any notice having been given to Guarantor previous to such demand of the acceptance by Lender of this Guaranty, all and without any notice having been given to Guarantor previous to such notices being hereby waived by Guarantordemand of the creating or incurring of such indebtedness or of such obligation to perform, shall pay the amount outstanding pursuant to Lender Section 2 hereof to Lender, or perform all of or observe the Guaranteed Obligations. It agreement, covenant, term or condition, as the case may be, and it shall not be necessary for Lender, in order to enforce such payment or performance by Guarantor, first to institute suit or pursue or exhaust any rights or Lender’s remedies against the Other Borrower or others liable on such indebtedness or for such performanceperformance (including any action against any other Guarantor hereof), or to enforce the its rights against any of any security that which shall ever have been given to secure such Loanindebtedness or performance, or to join the Other Borrower or any others liable for the payment or performance of on the Guaranteed Obligations Obligation in any action to enforce this Guaranty, or to resort to any other means of obtaining payment or performance of the Guaranteed ObligationsObligation. Suit may be brought or demand may be made against all parties who have signed this Guaranty Guaranty, or against any one or more of them, separately or together, without impairing the rights of Lender against any other party hereto. At any time Lender is entitled to exercise its remedies hereunder, Lender may, in its discretion elect to demand payment or performance. If Lender elects to demand performance, it shall at all times thereafter have the right to demand payment until all of the Indebtedness has been paid in full. If Lender elects to demand payment, it shall at all times thereafter have the right to demand performance until all of the Indebtedness has been paid in full. If Lender forecloses on any real property collateral securing the Indebtedness, the amount of the Indebtedness may be reduced only by the amount of the net proceeds to Lender resulting from the foreclosure sale, even if such collateral is worth more than the price for which the collateral is sold at such sale; and Lender may collect from Guarantor hereunder even if Lender, by foreclosing on the real property collateral, has destroyed any rights Guarantor may have to collect from Borrower or anyone else.

Primary Liability of Guarantor. This Guarantor agrees that this Guaranty is an absolute, irrevocable -------------------------------- may be enforced by Lender without the necessity at any time of resorting to or exhausting any other security or collateral and unconditional guaranty without the necessity at any time of payment and performance. Guarantor shall be liable for having resorted to recourse to the payment and performance of Note or the Guaranteed Obligations, as set forth in this Guaranty, as a primary obligor. This Guaranty shall be effective as a waiver ofCollateral through foreclosure proceedings under the Security Documents or otherwise, and Guarantor hereby expressly waives, waives any and all rights to which Guarantor may otherwise have been entitled under any suretyship laws in effect from time to time; including any right or privilege, whether existing under statute, at law or in equity, to require Lender to take prior recourse proceed against Borrower or proceedings against any collateral, security other guarantor or to require Lender to pursue any other party whatsoeverremedy or enforce any other right. Guarantor hereby further agrees that upon Guarantor shall have no right of subrogation, reimbursement or indemnity whatsoever, nor any right of recourse to security for the failure indebtedness of Borrower to Lender, unless and until all of the Other indebtedness of Borrower to pay Lender has been paid in full. Guarantor further agrees that nothing contained herein shall prevent Lender from suing on the Note or perform foreclosing the Guaranteed Obligations in accordance with the Other Note, the Other Mortgage or the from exercising any other rights available to it under any other Loan Documents, the Guaranteed Obligations, for purposes of this Guaranty, shall be deemed immediately due and payable by Guarantor at the election of Lender, and in addition Guarantor shall, on demand and without presentment, protest, notice of protest, further notice of nonpayment or of dishonor or of default or nonperformance, or notice of acceleration or of intent to accelerate, or any other notice whatsoeverinstrument of security if neither Borrower nor Guarantor timely performs the obligations of Borrower thereunder, without and the exercise of any notice having been given to Guarantor previous to such demand of the acceptance aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of any of Guarantor's obligations hereunder; it being the purpose and intent of Guarantor that Guarantor's 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 an impairment, modification, change, release or limitation of the liability of Borrower or any other guarantor or by reason of Borrower's or any other guarantor's Bankruptcy, insolvency, death, or dissolution. At any time Lender of this Guarantyis entitled to exercise its remedies hereunder, it may in its discretion elect to demand payment or performance. In the event Lender elects to demand performance, it shall at all such notices being hereby waived by Guarantor, pay times thereafter have the right to Lender or perform demand payment until all of the Guaranteed Obligationsindebtedness has been paid in full. It In the event Lender elects to demand payment, it shall not be necessary for Lender, in order at all times thereafter have the right to enforce such payment or demand performance by Guarantor, first to institute suit or pursue or exhaust any rights or remedies against the Other Borrower or others liable for such performance, or to enforce the rights against any of any security that shall ever have been given to secure such Loan, or to join the Other Borrower or any others liable for the payment or performance until all of the Guaranteed Obligations indebtedness has been paid in any action to enforce this Guaranty, or to resort to any other means of obtaining payment of the Guaranteed Obligations. Suit may be brought or demand may be made against all parties who have signed this Guaranty or against any one or more of them, separately or together, without impairing the rights of Lender against any party heretofull.

Primary Liability of Guarantor. This Guaranty is an absolute, irrevocable and unconditional guaranty of payment and performance. Guarantor shall be liable for the payment and performance of the Guaranteed Obligations, as set forth in this Guaranty, as a primary obligor. This Guaranty shall be effective as a waiver of, and Guarantor hereby expressly waives, any and all rights to which Guarantor may otherwise have been entitled under any suretyship laws in effect from time to time; including any right time in the State of New York. In the event of default by Buyer in payment or privilege, whether existing under statute, at law or in equity, to require Lender to take prior recourse or proceedings against any collateral, security or other party whatsoever. Guarantor hereby agrees that upon the failure performance of the Other Borrower to pay or perform the Guaranteed Obligations in accordance with the Other Note, the Other Mortgage or the other Loan Documents, the Guaranteed Obligations, for purposes of this Guarantyor any part thereof, shall be deemed immediately due and payable by Guarantor at the election of Lenderwhen such payment or performance becomes due, and in addition Guarantor shall, on demand and without presentment, protest, notice of protest, further notice of nonpayment or of dishonor or of default or nonperformance, or notice of acceleration or of intent to accelerate, or any other notice whatsoever, without any notice having been given pay the amount due thereon to Guarantor previous to such demand of the acceptance by Lender of this Guaranty, all such notices being hereby waived by Guarantor, pay to Lender Seller or perform all of or observe the Guaranteed Obligations. It agreement, covenant, term or condition, as the case may be, and it shall not be necessary for LenderSeller, in order to enforce such payment or performance by Guarantor, first to institute suit or pursue or exhaust any rights or remedies against the Other Borrower Buyer or others liable for such payment or for such performance, or to enforce the rights against any of any security that shall ever have been given to secure such Loan, or to join the Other Borrower or any others liable Buyer for the payment or performance of the Guaranteed Obligations or any part thereof in any action to enforce this Guaranty, or to resort to any other means of obtaining payment or performance of the Guaranteed Obligations. Suit may be brought or demand may be made against Buyer or against all parties who have signed this Guaranty or against any one or more of them, separately or together, without impairing the rights of Lender Seller against any party hereto. Any time that Seller is entitled to exercise its rights or remedies hereunder, it may in its discretion elect to demand payment, performance or payment in lieu of performance, all to the extent of its right to so elect under the terms of the PA. If Seller has the right to demand performance, such election shall not affect Seller’s right to demand payment thereafter if the performance is not fulfilled as is otherwise permitted by the PA until all of the Guaranteed Obligations have been paid and performed in full.

Primary Liability of Guarantor. This Guaranty constitutes a primary obligation of Guarantor. This is an absolute, unconditional, irrevocable and unconditional continuing guaranty of payment and performanceperformance and not of collection and is in no way conditioned upon any attempt to collect from Tenant or upon any other event or contingency. Guarantor shall be liable for the payment agrees that Landlord is not required, as a condition to establishing Guarantor’s liability hereunder, to proceed against any person (including, without limitation, Tenant or any other guarantor), and performance of further agrees not to assert any defense (other than payment) available to Tenant against Landlord with regard to the Guaranteed Obligations, any defense based upon an election of remedies of any type, any defense based on any duty of Landlord to disclose information of any type to Guarantor regarding Tenant or the Guaranteed Obligations, and/or any claim that Guarantor may have against Landlord by virtue of Landlord’s failure to exercise any rights against Tenant, however arising. Guarantor hereby expressly waives any right or claim to force Landlord to proceed first against Tenant or any other guarantor as set forth to any of the Guaranteed Obligations or other obligations of Tenant, and agrees that no delay or refusal of Landlord to exercise any right or privilege which Landlord has or may have against Tenant, whether arising from any documents executed by Tenant, any common law, applicable statute or otherwise, shall operate to impair the liability of Guarantor hereunder. The obligations of Guarantor hereunder shall not be reduced, impaired or in any way affected by: (a) receivership, insolvency, bankruptcy or other proceedings affecting Tenant or any of Tenant’s assets; (b) receivership, insolvency, bankruptcy or other proceedings affecting Guarantor or any of Guarantor’s assets; (c) death, insanity or other disability of Guarantor; (d) any allegation of fraud, usury, failure of consideration, forgery or other defense, whether or not known to Landlord (even though rendering all or any part of the Guaranteed Obligations void or unenforceable or uncollectible as against Tenant or any other guarantor); or (e) the release or discharge of Tenant from the Lease or any of the Guaranteed Obligations or any other indebtedness of Tenant to Landlord or from the performance of any obligation contained in the Lease or other instrument issued in connection with, evidencing or securing any indebtedness guaranteed by this Guarantyinstrument, as a primary obligorwhether occurring by reason of law or any other cause, whether similar or dissimilar to the foregoing. This Guaranty shall continue to be effective or be reinstated, as a waiver ofthe case may be, and Guarantor hereby expressly waives, if at any and all rights to which Guarantor may otherwise have been entitled under time any suretyship laws in effect from time to time; including any right or privilege, whether existing under statute, at law or in equity, to require Lender to take prior recourse or proceedings against any collateral, security or other party whatsoever. Guarantor hereby agrees that upon the failure of the Other Borrower to pay or perform the Guaranteed Obligations in accordance with the Other Note, the Other Mortgage or the other Loan Documents, the Guaranteed Obligations, for purposes of this Guaranty, shall be deemed immediately due and payable by Guarantor at the election of Lender, and in addition Guarantor shall, on demand and without presentment, protest, notice of protest, further notice of nonpayment or of dishonor or of default or nonperformance, or notice of acceleration or of intent to accelerate, or any other notice whatsoever, without any notice having been given to Guarantor previous to such demand of the acceptance by Lender of this Guaranty, all such notices being hereby waived by Guarantor, pay to Lender or perform all of the Guaranteed Obligations. It shall not be necessary for Lender, in order to enforce such payment or performance by Guarantor, first to institute suit or pursue or exhaust any rights or remedies against the Other Borrower or others liable for such performance, or to enforce the rights against any of any security that shall ever have been given to secure such Loan, or to join the Other Borrower or any others liable for the payment or performance of the Guaranteed Obligations in is rescinded or must otherwise be returned by Landlord upon the insolvency, bankruptcy or reorganization of Tenant or otherwise. Landlord may at any action time, without the consent of or notice to enforce this GuarantyGuarantor, or without incurring responsibility to resort to any other means of obtaining payment of the Guaranteed Obligations. Suit may be brought or demand may be made against all parties who have signed this Guaranty or against any one or more of them, separately or togetherundersigned, without impairing or releasing the obligations of the undersigned, upon or without any terms or conditions and in whole or in part: (w) change the manner, place or terms of payment or change or extend the time of payment of, renew or alter any liability of Tenant hereby guaranteed, or any liabilities incurred directly or indirectly hereunder, and the Guaranty herein made shall apply to the liabilities of Tenant as any of such liabilities may be changed, extended, renewed or altered in any manner; (x) exercise or refrain from exercising any rights against Tenant or others, or otherwise act or refrain from acting; (y) settle or compromise any liabilities hereby guaranteed or hereby incurred, and subordinate the payment of Lender against all or any party heretopart of such liabilities to the payment of any liabilities which may be due to Landlord or others; and (z) apply any sums paid to any liability or liabilities of Tenant to Landlord regardless of what liability or liabilities of Tenant to Landlord remain unpaid.

Primary Liability of Guarantor. This Guarantor agrees that this Guaranty is an absolute, irrevocable may be enforced by Bank without the necessity at any time of resorting to or exhausting any other security or collateral and unconditional guaranty without the necessity at any time of payment and performance. Guarantor shall be liable for having resorted to recourse to the payment and performance of Note or the Guaranteed Obligations, as set forth in this Guaranty, as a primary obligor. This Guaranty shall be effective as a waiver ofCollateral through foreclosure proceedings under the Security Documents or otherwise, and Guarantor hereby expressly waives, waives any and all rights to which require Bank to proceed against Borrower or any other guarantor or to require Bank to pursue any other remedy or enforce any other right. Guarantor may otherwise further agrees that Guarantor shall have no right of subrogation, reimbursement or indemnity whatsoever, nor any right of recourse to security for the Indebtedness or Borrower to Bank, unless and until all of the Indebtedness of Borrower to Bank has been entitled paid in full. Guarantor further agrees that nothing contained herein shall prevent Bank from suing on the Note or foreclosing the Mortgage or from exercising any other rights available to it under any suretyship laws in effect from time to time; including any right or privilege, whether existing under statute, at law or in equity, to require Lender to take prior recourse or proceedings against any collateral, security or other party whatsoever. Guarantor hereby agrees that upon the failure of the Other Borrower to pay or perform the Guaranteed Obligations in accordance with the Other Note, the Other Mortgage or the other Loan Documents, the Guaranteed Obligations, for purposes of this Guaranty, shall be deemed immediately due and payable by Guarantor at the election of Lender, and in addition Guarantor shall, on demand and without presentment, protest, notice of protest, further notice of nonpayment or of dishonor or of default or nonperformance, or notice of acceleration or of intent to accelerate, or any other notice whatsoeverinstrument of security if there is a Default by Borrower or Guarantor , without and the exercise of any notice having been given to Guarantor previous to such demand of the acceptance aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of any of Guarantor's obligations hereunder; it being the purpose and intent of Guarantor that Guarantor's 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 Lender an impairment, modification, change, release or limitation of this Guarantythe liability of Borrower or any other guarantor or by reason of Borrower's or any other guarantor's bankruptcy, insolvency, death, or dissolution. At any time Bank is entitled to exercise its remedies hereunder, it may in its discretion elect to demand payment or performance. In the event Bank elects to demand performance, it shall at all such notices being hereby waived by Guarantor, pay times thereafter have the right to Lender or perform demand payment until all of the Guaranteed ObligationsIndebtedness has been paid in full. It In the event Bank elects to demand payment, it shall not be necessary for Lender, in order at all times thereafter have the right to enforce such payment or demand performance by Guarantor, first to institute suit or pursue or exhaust any rights or remedies against the Other Borrower or others liable for such performance, or to enforce the rights against any of any security that shall ever have been given to secure such Loan, or to join the Other Borrower or any others liable for the payment or performance until all of the Guaranteed Obligations Indebtedness has been paid in any action to enforce this Guaranty, or to resort to any other means of obtaining payment of the Guaranteed Obligations. Suit may be brought or demand may be made against all parties who have signed this Guaranty or against any one or more of them, separately or together, without impairing the rights of Lender against any party heretofull.

Primary Liability of Guarantor. This Guaranty is Is an absolute, unconditional, irrevocable and unconditional continuing guaranty of payment, and constitutes a primary obligation of Guarantor. If for any reason Tenant defaults in the payment of any rents or fails to pay any other amounts (including damages) payable pursuant to the Lease beyond the expiration of any applicable notice and performancecure period(s) pursuant to the Lease, Guarantor will immediately pay such sums at the place and to the person entitled thereto pursuant to the Lease. Guarantor shall be liable for the payment and performance agrees that Landlord is not required, as a condition to establishing Guarantor's liability hereunder, to proceed against any person (including, without limitation, Tenant or any other guarantor). Guarantor hereby expressly waives any right or claim to force Landlord to proceed first against Tenant or any other guarantor as to any of the Guaranteed ObligationsObligations or other obligations ofTenant, as set forth and agrees that no delay or refusal of Landlord to exercise any right or privilege which Landlord has or may have against Tenant, whether arising from any documents executed by Tenant, any common law, applicable statute or otherwise, shall operate to impair the liability of Guarantor hereunder. The obligations of the Guarantor hereunder shall not be reduced, impaired or in any way affected by: (a) receivership, insolvency, bankruptcy or other proceedings affecting the Tenant or any of the Tenant's assets; (b) receivership, insolvency, bankruptcy or other proceedings affecting Guarantor or any of Guarantor's assets; or (c) the release or discharge of Tenant from the Lease or any of the Guaranteed Obligations or any other indebtedness of the Tenant to Landlord or from the performance of any obligation contained in the Lease or other instrument issued in connection with, evidencing or securing any indebtedness guaranteed by this Guarantyinstrument, as a primary obligorwhether occurring by reason of law or any other cause, whether similar or dissimilar to the foregoing. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Landlord upon the insolvency, bankruptcy or reorganization of Tenant or otherwise. The obligations and undertakings of the Guarantor under this Guaranty shall not be affected or impaired by reason of the happening from time to time of any of the following with respect to the Lease or this Guaranty or any assignment of the rights of Landlord hereunder (even if without notice to or the further consent of the Guarantor): (a) any assignment, subletting or mortgaging or the purported assignment, subletting or mortgaging of all or any part of the interest of Tenant in the Lease or in the Premises (as defined in the Lease); (b) unless binding on Landlord as a waiver ofenforceable by Tenant, and the waiver by Landlord of the observance or performance by Tenant or by the Guarantor hereby expressly waivesof any of the obligations or undertakings contained in any of such instruments; (c) the extension of the time for payment by Tenant or the Guarantor of any rents or other payments, tenders or securities or any and all rights to which Guarantor may otherwise have been entitled other sums or any part thereof owing or payable under any suretyship laws of such instruments, or the extension or the renewal of any thereof; (d) the modification or amendment (whether material or otherwise) of any obligation or undertaking of Tenant set forth in effect from time to timeany of such instruments, including the Lease (provided the Guarantor's guaranty shall thereafter guarantee Tenant's obligations as so modified and amended); including (e) the taking or the omission of any right or privilege, whether existing under statute, at law or in equity, to require Lender to take prior recourse or proceedings against any collateral, security or other party whatsoever. Guarantor hereby agrees that upon the failure of the Other Borrower actions referred to pay in any of such instruments; (ft any failure, omission, delay or perform lack on the Guaranteed Obligations part of Landlord to enforce, assert or exercise any right, power or remedy conferred on Landlord in any such instruments or any action on the part of Landlord granting indulgency or extension in any form; (g) the release, substitution or replacement (whether or not in accordance with the Other Noteterms of the Lease) of the Premises or any portion thereof; or (h) the receipt and acceptance by Landlord of notes, checks or other instruments for the Other Mortgage or payment of money made by Tenant and extensions and renewals thereof. In the other Loan Documents, the event that any Guaranteed Obligations, for purposes of this Guaranty, shall be deemed immediately due and payable Obligation is paid by Guarantor at the election of LenderTenant, and in addition Guarantor shallthereafter all or part of such payment is recovered from the party to whom it is paid as a preferential or fraudulent transfer under the Federal Bankruptcy Code, on demand and without presentment, protest, notice of protest, further notice of nonpayment or of dishonor or of default or nonperformance, or notice of acceleration or of intent to accelerateand/or applicable State insolvency laws, or any other notice whatsoeversimilar federal or state law now or hereinafter in effect, without any notice having been given to Guarantor previous agrees that the liability of Guarantor under this Guaranty in respect to such demand Guaranteed Obligations so paid and recovered shall continue and remain in full force and effect as if and to the extent such payment had not been made. The Guarantor's obligations under this Guaranty are independent of any obligation of Tenant, and will not be released or affected in any way because of the acceptance by Lender of this Guarantyinvalidity, all such notices being hereby waived by Guarantor, pay to Lender ineffectiveness or perform all unenforceability of the Guaranteed Obligations. It shall not be necessary for Lender, in order to enforce such payment or performance by Guarantor, first to institute suit or pursue or exhaust any rights or remedies against the Other Borrower or others liable for such performance, or to enforce the rights against any of any security that shall ever have been given to secure such Loan, or to join the Other Borrower or any others liable for the payment or performance of the Guaranteed Obligations in any action to enforce this Guaranty, or to resort to any other means of obtaining payment of the Guaranteed Obligations. Suit may be brought or demand may be made against all parties who have signed this Guaranty or against any one or more of them, separately or together, without impairing the rights of Lender against any party heretoLease.

Primary Liability of Guarantor. This Guaranty is an absolute, irrevocable and unconditional guaranty of payment and performance. Guarantor shall be liable for the payment and performance of the Guaranteed Obligations, as set forth in this Guaranty, as a primary obligor. This Guaranty shall be effective as a waiver of, and Guarantor hereby expressly waives, any and all rights to which Guarantor may otherwise have been entitled under any suretyship laws in effect from time to time; including , including, without limitation, any and all rights under Sections 26-7 through 26-9 of the North Carolina General Statutes (as amended from time to time) and any right or privilege, whether existing under statute, at law or in equity, to require Lender to take prior recourse or proceedings against any collateral, security or other party whatsoever. Guarantor hereby agrees that upon the failure of the Other Borrower to pay or perform the Guaranteed Obligations in accordance with the Other Note, the Other Mortgage or the other Loan Documents, the Guaranteed Obligations, for purposes of this Guaranty, shall be deemed immediately due and payable by Guarantor at the election of Lender, and in addition Guarantor shall, on demand and without presentment, protest, notice of protest, further notice of nonpayment or of dishonor or of default or nonperformance, or notice of acceleration or of intent to accelerate, or any other notice whatsoever, without any notice having been given to Guarantor previous to such demand of the acceptance by Lender of this Guaranty, all such notices being hereby waived by Guarantor, pay to Lender or perform all of the Guaranteed Obligations. It shall not be necessary for Lender, in order to enforce such payment or performance by Guarantor, first to institute suit or pursue or exhaust any rights or remedies against the Other Borrower or others liable for such performance, or to enforce the rights against any of any security that shall ever have been given to secure such Loan, or to join the Other Borrower or any others liable for the payment or performance of the Guaranteed Obligations in any action to enforce this Guaranty, or to resort to any other means of obtaining payment of the Guaranteed Obligations. Suit may be brought or demand may be made against all parties who have signed this Guaranty or against any one or more of them, separately or together, without impairing the rights of Lender against any party hereto.

Primary Liability of Guarantor. This Guarantor agrees that this Guaranty is an absolute, irrevocable may be enforced by CP without the necessity at any time of resorting to or exhausting any security or collateral and unconditional guaranty without the necessity at any time of payment and performance. Guarantor shall be liable for the payment and performance of the Guaranteed Obligations, as set forth in this Guaranty, as a primary obligor. This Guaranty shall be effective as a waiver ofproceeding against any other party including TNP, and Guarantor hereby expressly waiveswaives any right to require CP to pursue any other remedy or enforce any other right. Guarantor further agrees that Guarantor shall have no right of reimbursement or indemnity whatsoever, nor shall Guarantor have any right of recourse to security for the Obligations, unless and until all of the Obligations have been performed in full, in which case this Guaranty shall terminate in accordance with Section 8 and Guarantor shall thereafter be entitled to pursue any and all remedies against TNP available to Guarantor. Guarantor further agrees that nothing contained herein shall prevent CP from suing under the Operating Agreement or from exercising any other rights available to which it under or with regard to the Operating Agreement and the Obligations if neither TNP nor Guarantor may otherwise have been entitled timely performs the Obligations, and the exercise of any of the aforesaid rights and the completion of any enforcement proceedings shall not constitute a discharge of any of Guarantor’s obligations hereunder; it being the intent of Guarantor that Guarantor’s obligations hereunder shall be absolute, independent and unconditional under any suretyship laws 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 effect from time to time; including any right manner whatsoever by any impairment, modification, change, release or privilege, whether existing under statute, at law limitation of the liability of Guarantor by reason of Guarantor’s bankruptcy or in equity, to require Lender to take prior recourse or proceedings against any collateral, security or other party whatsoeverinsolvency. Guarantor hereby agrees acknowledges that upon the failure of the Other Borrower to pay or perform the Guaranteed Obligations in accordance with the Other Note, the Other Mortgage or the other Loan Documents, the Guaranteed term “Obligations, for purposes of this Guaranty, shall be deemed immediately due and payable ” as used herein includes any payments made by Guarantor at the election of Lender, to CP and in addition subsequently recovered by Guarantor shall, on demand and without presentment, protest, notice of protest, further notice of nonpayment or of dishonor a trustee for Guarantor pursuant to Guarantor’s bankruptcy or of default or nonperformance, or notice of acceleration or of intent to accelerate, or any other notice whatsoever, without any notice having been given to Guarantor previous to such demand of the acceptance by Lender of this Guaranty, all such notices being hereby waived by Guarantor, pay to Lender or perform all of the Guaranteed Obligations. It shall not be necessary for Lender, in order to enforce such payment or performance by Guarantor, first to institute suit or pursue or exhaust any rights or remedies against the Other Borrower or others liable for such performance, or to enforce the rights against any of any security that shall ever have been given to secure such Loan, or to join the Other Borrower or any others liable for the payment or performance of the Guaranteed Obligations in any action to enforce this Guaranty, or to resort to any other means of obtaining payment of the Guaranteed Obligations. Suit may be brought or demand may be made against all parties who have signed this Guaranty or against any one or more of them, separately or together, without impairing the rights of Lender against any party heretoinsolvency.

Primary Liability of Guarantor. This Guaranty constitutes a primary obligation of Guarantor. This is an absolute, unconditional, irrevocable and unconditional continuing guaranty of payment and performanceperformance and not of collection and is in no way conditioned upon any attempt to collect from Tenant or upon any other event or contingency. Guarantor shall be liable for the payment agrees that Landlord is not required, as a condition to establishing Guarantor's liability hereunder, to proceed against any person (including, without limitation, Tenant or any other guarantor), and performance of further agrees not to assert any defense (other than payment) available to Tenant against Landlord with regard to the Guaranteed Obligations, any defense based upon an election of remedies of any type, any defense based on any duty of Landlord to disclose information of any type to Guarantor regarding Tenant or the Guaranteed Obligations, and/or any claim that Guarantor may have against Landlord by virtue of Landlord's failure to exercise any rights against Tenant, however arising. Guarantor hereby expressly waives any right or claim to force Landlord to proceed first against Tenant or any other guarantor as set forth to any of the Guaranteed Obligations or other obligations of Tenant, and agrees that no delay or refusal of Landlord to exercise any right or privilege which Landlord has or may have against Tenant, whether arising from any documents executed by Tenant, any common law, applicable statute or otherwise, shall operate to impair the liability of Guarantor hereunder. The obligations of Guarantor hereunder shall not be reduced, impaired or in any way affected by: (a) receivership, insolvency, bankruptcy or other proceedings affecting Tenant or any of Tenant's assets; (b) receivership, insolvency, bankruptcy or other proceedings affecting Guarantor or any of Guarantor's assets; (c) death, insanity or other disability of Guarantor; (d) any allegation of fraud, usury, failure of consideration, forgery or other defense, whether or not known to Landlord (even though rendering all or any part of the Guaranteed Obligations void or unenforceable or uncollectible as against Tenant or any other guarantor); or (e) the release or discharge of Tenant from the Lease or any of the Guaranteed Obligations or any other indebtedness of Tenant to Landlord or from the performance of any obligation contained in the Lease or other instrument issued in connection with, evidencing or securing any indebtedness guaranteed by this Guarantyinstrument, as a primary obligorwhether occurring by reason of law or any other cause, whether similar or dissimilar to the foregoing. This Guaranty shall continue to be effective or be reinstated, as a waiver ofthe case may be, and Guarantor hereby expressly waives, if at any and all rights to which Guarantor may otherwise have been entitled under time any suretyship laws in effect from time to time; including any right or privilege, whether existing under statute, at law or in equity, to require Lender to take prior recourse or proceedings against any collateral, security or other party whatsoever. Guarantor hereby agrees that upon the failure of the Other Borrower to pay or perform the Guaranteed Obligations in accordance with the Other Note, the Other Mortgage or the other Loan Documents, the Guaranteed Obligations, for purposes of this Guaranty, shall be deemed immediately due and payable by Guarantor at the election of Lender, and in addition Guarantor shall, on demand and without presentment, protest, notice of protest, further notice of nonpayment or of dishonor or of default or nonperformance, or notice of acceleration or of intent to accelerate, or any other notice whatsoever, without any notice having been given to Guarantor previous to such demand of the acceptance by Lender of this Guaranty, all such notices being hereby waived by Guarantor, pay to Lender or perform all of the Guaranteed Obligations. It shall not be necessary for Lender, in order to enforce such payment or performance by Guarantor, first to institute suit or pursue or exhaust any rights or remedies against the Other Borrower or others liable for such performance, or to enforce the rights against any of any security that shall ever have been given to secure such Loan, or to join the Other Borrower or any others liable for the payment or performance of the Guaranteed Obligations in is rescinded or must otherwise be returned by Landlord upon the insolvency, bankruptcy or reorganization of Tenant or otherwise. Landlord may at any action time, without the consent of or notice to enforce this GuarantyGuarantor, or without incurring responsibility to resort to any other means of obtaining payment of the Guaranteed Obligations. Suit may be brought or demand may be made against all parties who have signed this Guaranty or against any one or more of them, separately or togetherundersigned, without impairing or releasing the obligations of the undersigned, upon or without any terms or conditions and in whole or in part: (w) change the manner, place or terms of payment or change or extend the time of payment of, renew or alter any liability of Tenant hereby guaranteed, or any liabilities incurred directly or indirectly hereunder, and the Guaranty herein made shall apply to the liabilities of Tenant as any of such liabilities may be changed, extended, renewed or altered in any manner (provided, however, except in connection with the exercise by Tenant of any of its express rights or options under the Lease, which rights and/or options may be exercised without the consent of Lender Guarantor and without impairing or releasing the obligations of Guarantor hereunder, the Lease shall not be changed, extended, renewed or altered, so as to materially increase the obligations of Guarantor hereunder, without the prior written consent of Guarantor); (x) exercise or refrain from exercising any rights against Tenant or others, or otherwise act or refrain from acting; (y) settle or compromise any party heretoliabilities hereby guaranteed or hereby incurred, and subordinate the payment of all or any part of such liabilities to the payment of any liabilities which may be due to Landlord or others; and (z) apply any sums paid to any liability or liabilities of Tenant to Landlord regardless of what liability or liabilities of Tenant to Landlord remain unpaid.

Primary Liability of Guarantor. This Guaranty is an absolute, irrevocable and unconditional a guaranty of payment and performance. , and Guarantor shall be liable for the payment agrees that Landlord is not required, as a condition to establishing Guarantor’s liability hereunder, to proceed against any person (including, without limitation, Tenant or any other guarantor), and performance of further agrees not to assert any defense (other than payment) available to Tenant against Landlord with regard to the Guaranteed Obligations, any defense based upon an election of remedies of any type, any defense based on any duty of Landlord to disclose information of any type to Guarantor regarding Tenant or the Guaranteed Obligations, and/or any claim that Guarantor may have against Landlord by virtue of Landlord’s failure to exercise any rights against Tenant, however arising. Guarantor hereby expressly waives any right or claim to force Landlord to proceed first against Tenant or any other guarantor or any other party as set forth to any of the Guaranteed Obligations or other obligations of Tenant, and agrees that no delay or refusal of Landlord to exercise any right or privilege which Landlord has or may have against Tenant, whether arising from any documents executed by Tenant, any common law, applicable statute or otherwise, shall operate to impair the liability of Guarantor hereunder. The obligations of the Guarantor hereunder shall not be reduced, impaired or in any way affected by: (a) receivership, insolvency, bankruptcy or other proceedings affecting the Tenant or any of the Tenant’s assets; (b) receivership, insolvency, bankruptcy or other proceedings affecting Guarantor or any of Guarantor’s assets; (c) death, insanity or other disability of Guarantor; (d) any allegation of fraud, usury, failure of consideration, forgery or other defense, whether or not known to Landlord (even though rendering all or any part of the Guaranteed Obligations void or unenforceable or uncollectible as against Tenant or any other guarantor); or (e) the release or discharge of Tenant from the Lease or any of the Guaranteed Indebtedness or any other indebtedness of the Tenant to Landlord or from the performance of any obligation contained in the Lease or other instrument issued in connection with, evidencing or securing any indebtedness guaranteed by this Guarantyinstrument, as a primary obligorwhether occurring by reason of law or any other cause, whether similar or dissimilar to the foregoing. This Guaranty shall continue to be effective or be reinstated, as a waiver the case may be, if at any time any payment of any of the Guaranteed Indebtedness is rescinded or must otherwise be returned by Landlord upon the insolvency, bankruptcy or reorganization of Tenant or otherwise. Landlord may at any time, without the consent of or notice to Guarantor, without incurring responsibility to the undersigned, without impairing or releasing the obligations of the undersigned, upon or without any terms or conditions and in whole or in part: (w) change the manner, place or terms of payment or change or extend the time of payment of, and Guarantor renew or alter any liability of Tenant hereby expressly waives, any and all rights to which Guarantor may otherwise have been entitled under any suretyship laws in effect from time to time; including any right or privilege, whether existing under statute, at law or in equity, to require Lender to take prior recourse or proceedings against any collateral, security or other party whatsoever. Guarantor hereby agrees that upon the failure of the Other Borrower to pay or perform the Guaranteed Obligations in accordance with the Other Note, the Other Mortgage or the other Loan Documents, the Guaranteed Obligations, for purposes of this Guaranty, shall be deemed immediately due and payable by Guarantor at the election of Lender, and in addition Guarantor shall, on demand and without presentment, protest, notice of protest, further notice of nonpayment or of dishonor or of default or nonperformance, or notice of acceleration or of intent to accelerateguaranteed, or any other notice whatsoeverliabilities incurred directly or indirectly hereunder, without and the Guaranty herein made shall apply to the liabilities of Tenant as any notice having been given to Guarantor previous to of such demand of the acceptance by Lender of this Guarantyliabilities may be changed, all such notices being hereby waived by Guarantorextended, pay to Lender renewed or perform all of the Guaranteed Obligations. It shall not be necessary for Lender, altered in order to enforce such payment any manner; (x) exercise or performance by Guarantor, first to institute suit or pursue or exhaust refrain from exercising any rights against Tenant or remedies against the Other Borrower or others liable for such performanceothers, or otherwise act or refrain from acting; (y) settle or compromise any liabilities hereby guaranteed or hereby incurred, and subordinate the payment of all or any part of such liabilities to enforce the rights against any payment of any security that shall ever have been given liabilities which may be due to secure such Loan, Landlord or to join the Other Borrower or others; and (z) apply any others liable for the payment or performance of the Guaranteed Obligations in any action to enforce this Guaranty, or to resort sums paid to any other means liability or liabilities of obtaining payment Tenant to Landlord regardless of the Guaranteed Obligations. Suit may be brought what liability or demand may be made against all parties who have signed this Guaranty or against any one or more liabilities of them, separately or together, without impairing the rights of Lender against any party heretoTenant to Landlord remain unpaid.

Primary Liability of Guarantor. This Guarantor agrees that this Guaranty is an absolute, irrevocable may be enforced by Lender without the necessity at any time of resorting to or exhausting any other security or collateral and unconditional guaranty without the necessity at any time of payment and performance. Guarantor shall be liable for having resorted to recourse to the payment and performance of Note or the Guaranteed Obligations, as set forth in this Guaranty, as a primary obligor. This Guaranty shall be effective as a waiver ofCollateral through foreclosure proceedings under the Security Documents or otherwise, and Guarantor hereby expressly waives, waives any and all rights to which Guarantor may otherwise have been entitled under any suretyship laws in effect from time to time; including any right or privilege, whether existing under statute, at law or in equity, to require Lender to take prior recourse proceed against Borrower or proceedings against any collateral, security other guarantor or to require Lender to pursue any other party whatsoeverremedy or enforce any other right. Guarantor hereby further agrees that upon Guarantor shall have no right of subrogation, reimbursement or indemnity whatsoever, nor any right of recourse to security for the failure indebtedness of Borrower to Lender, unless and until all of the Other indebtedness of Borrower to pay Lender has been paid in full. Guarantor further agrees that nothing contained herein shall prevent Lender from suing on the Note or perform foreclosing the Guaranteed Obligations in accordance with the Other Note, the Other Mortgage or the from exercising any other rights available to it under any other Loan Documents, the Guaranteed Obligations, for purposes of this Guaranty, shall be deemed immediately due and payable by Guarantor at the election of Lender, and in addition Guarantor shall, on demand and without presentment, protest, notice of protest, further notice of nonpayment or of dishonor or of default or nonperformance, or notice of acceleration or of intent to accelerate, or any other notice whatsoeverinstrument of security if neither Borrower nor Guarantor timely performs the obligations of Borrower thereunder, without and the exercise of any notice having been given to Guarantor previous to such demand of the acceptance aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of any of Guarantor’s obligations hereunder; it being the purpose and intent of Guarantor that Guarantor’s 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 an impairment, modification, change, release or limitation of the liability of Borrower or any other guarantor or by reason of Borrower’s or any other guarantor’s Bankruptcy, insolvency, death, or dissolution. At any time Lender of this Guarantyis entitled to exercise its remedies hereunder, it may in its discretion elect to demand payment or performance. In the event Lender elects to demand performance, it shall at all such notices being hereby waived by Guarantor, pay times thereafter have the right to Lender or perform demand payment until all of the Guaranteed Obligationsindebtedness has been paid in full. It In the event Lender elects to demand payment, it shall not be necessary for Lender, in order at all times thereafter have the right to enforce such payment or demand performance by Guarantor, first to institute suit or pursue or exhaust any rights or remedies against the Other Borrower or others liable for such performance, or to enforce the rights against any of any security that shall ever have been given to secure such Loan, or to join the Other Borrower or any others liable for the payment or performance until all of the Guaranteed Obligations indebtedness has been paid in any action to enforce this Guaranty, or to resort to any other means of obtaining payment of the Guaranteed Obligations. Suit may be brought or demand may be made against all parties who have signed this Guaranty or against any one or more of them, separately or together, without impairing the rights of Lender against any party heretofull.

Primary Liability of Guarantor. This Guaranty is an absolute, irrevocable unconditional, irrevocable, absolute and unconditional continuing guaranty of payment, and constitutes a primary obligation of Guarantor. If for any reason Lessee defaults in the payment of any rents or fails to continuing pay any other amounts (including damages) payable pursuant to the Lease, Guarantor will immediately pay such sums at the place and performanceto the person entitled thereto pursuant to the Lease. Guarantor shall be liable for the payment and performance agrees that Lessor is not required, as a condition to establishing Guarantor's liability hereunder, to proceed against any person (including, without limitation, Lessee or any other guarantor). Guarantor hereby expressly waives any right or claim to force Lessor to proceed first against Lessee or any other guarantor as to any of the Guaranteed ObligationsObligations or other obligations of Lessee, and agrees that no delay or refusal of Lessor to exercise any right or privilege which Lessor has or may have against Lessee, whether arising from any documents executed by Lessee, any common law, applicable statute or otherwise, shall operate to impair the liability of Guarantor hereunder. The obligations of the Guarantor hereunder shall not be reduced, impaired or in any way affected by: (a) receivership, insolvency, bankruptcy or other proceedings affecting the Lessee or any of the Lessee's assets; (b) receivership, insolvency, bankruptcy or other proceedings affecting Guarantor or any of Guarantor's assets; (c) any allegation of fraud, usury, failure of consideration, forgery or other defense, whether or not known to Lessor (even though rendering all or any part of the Guaranteed Obligations void or unenforceable or uncollectible as set forth against Lessee or any other guarantor); or (d) the release or discharge of Lessee from the Lease or any of the Guaranteed Obligations or any other indebtedness of the Lessee to Lessor or from the performance of any obligation contained in the Lease or other instrument issued in connection with, evidencing or securing any indebtedness guaranteed by this Guarantyinstrument, as a primary obligorwhether occurring by reason of law or any other cause, whether similar or dissimilar to the foregoing. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the LESSOR’S INITIALS: LESSOR’S INITIALS: Guaranteed Obligations is rescinded or must otherwise be returned by Lessor upon the insolvency, bankruptcy or reorganization of Lessee or otherwise. The obligations and undertakings of the Guarantor under this Guaranty shall not be affected or impaired by reason of the happening from time to time of any of the following with respect to the Lease or this Guaranty or any assignment of the rights of Lessor hereunder (even if without notice to or the further consent of the Guarantor): (a) any assignment, subletting or mortgaging or the purported assignment, subletting or mortgaging of all or any part of the interest of Lessee in the Lease or in the Leased Premises (as defined in the Lease); (b) unless binding on Lessor as a waiver ofenforceable by Lessee, and the waiver by Lessor of the observance or performance by Lessee or by the Guarantor hereby expressly waivesof any of the obligations or undertakings contained in any of such instruments; (c) the extension of the time for payment by Lessee or the Guarantor of any rents or other payments, tenders or securities or any and all rights to which Guarantor may otherwise have been entitled other sums or any part thereof owing or payable under any suretyship laws of such instruments, or the extension or the renewal of any thereof; (d) the modification or amendment (whether material or otherwise) of any obligation or undertaking of Lessee set forth in effect from time to timeany of such instruments, including the Lease (provided the Guarantor's guaranty shall thereafter guarantee Lessee's obligations as so modified and amended); including (e) the taking or the omission of any right or privilege, whether existing under statute, at law or in equity, to require Lender to take prior recourse or proceedings against any collateral, security or other party whatsoever. Guarantor hereby agrees that upon the failure of the Other Borrower actions referred to pay in any of such instruments; (f) any failure, omission, delay or perform lack on the Guaranteed Obligations part of Lessor to enforce, assert or exercise any right, power or remedy conferred on Lessor in any such instruments or any action on the part of Lessor granting indulgency or extension in any form; (g) the release, substitution or replacement (whether or not in accordance with the Other Noteterms of the Lease) of the Leased Premises or any portion thereof; or (h) the receipt and acceptance by Lessor of notes, checks or other instruments for the Other Mortgage or payment of money made by Lessee and extensions and renewals thereof. In the other Loan Documents, the event that any Guaranteed Obligations, for purposes of this Guaranty, shall be deemed immediately due and payable Obligation is paid by Guarantor at the election of LenderLessee, and in addition Guarantor shallthereafter all or part of such payment is recovered from the party to whom it is paid as a preferential or fraudulent transfer under the Federal Bankruptcy Code, on demand and without presentment, protest, notice of protest, further notice of nonpayment or of dishonor or of default or nonperformance, or notice of acceleration or of intent to accelerateand/or applicable State insolvency laws, or any other notice whatsoeversimilar federal or state law now or hereinafter in effect, without any notice having been given to Guarantor previous agrees that the liability of Guarantor under this Guaranty in respect to such demand Guaranteed Obligations so paid and recovered shall continue and remain in full force and effect as if and to the extent such payment had not been made. The Guarantor's obligations under this Guaranty are independent of any obligation of Lessee, and will not be released or affected in any way because of the acceptance by Lender of this Guarantyinvalidity, all such notices being hereby waived by Guarantor, pay to Lender ineffectiveness or perform all of the Guaranteed Obligations. It shall not be necessary for Lender, in order to enforce such payment or performance by Guarantor, first to institute suit or pursue or exhaust any rights or remedies against the Other Borrower or others liable for such performance, or to enforce the rights against any unenforceability of any security that shall ever have been given to secure such Loan, or to join the Other Borrower or any others liable for the payment or performance of the Guaranteed Obligations in any action to enforce this Guaranty, or to resort to any other means of obtaining payment of the Guaranteed Obligations. Suit may be brought or demand may be made against all parties who have signed this Guaranty or against any one or more of them, separately or together, without impairing the rights of Lender against any party heretoLease.