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. (a) This Guaranty is an absolute, irrevocable and unconditional guaranty of payment and performance. , and 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 right to which Guarantor may otherwise have been entitled under any suretyship laws in effect from time to time; including any right or privilegeentitled, 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 Obligationsperson. 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 other person liable on such indebtedness or performance, or to enforce any rights against any security given to secure such indebtedness 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 other person 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 or performance of the Guaranteed Obligations. Obligations provided, however, that nothing herein contained shall prevent Lender from suing on the Note or exercising any other right under the Loan Documents. (b) Suit may be brought or demand may be made against Borrower or against any or 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. Any time that Lender is entitled to exercise its rights or remedies hereunder, it 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 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 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. (a) 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 Administrative Agent to take prior recourse or proceedings against any collateral, security or other party Person (hereinafter defined) whatsoever. . (b) Guarantor hereby agrees that upon in the event of (i) a Default by Borrower in payment or performance of the Guaranteed Obligations, or any part thereof, when such indebtedness or performance becomes due, either by its terms or as the result of the exercise of any power to accelerate, or (ii) the failure of Guarantor to perform completely and satisfactorily the Other Borrower to pay or perform covenants, terms and conditions of any of the Guaranteed Obligations in accordance with as may be required pursuant to this Guaranty (individually and collectively a “Default”), then upon the Other Note, the Other Mortgage or the other Loan Documentsoccurrence of such Default, the Guaranteed Obligations, for purposes of this Guaranty, shall be deemed immediately due and payable by Guarantor at the election of LenderAdministrative Agent, and in addition Guarantor shall, on demand and without presentment, protest, notice of protest, further notice of nonpayment or of dishonor or of dishonor, 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 Administrative Agent of this Guaranty, and without any notice having been given to Guarantor previous to such demand of the creating or incurring of such indebtedness or of such obligation to perform, all such notices being hereby waived by Guarantor, pay the amount due to Lender Administrative Agent or perform or observe the agreement, covenant, term or condition, as the case may be, and pay all damages and all costs and expenses that may arise in consequence of such Default (including, without limitation, all reasonable attorneys’ fees and expenses, investigation costs, court costs, and any and all other costs and expenses incurred by Administrative Agent in connection with the collection and enforcement of the Guaranteed ObligationsNotes or any other Loan Document), whether or not suit is filed thereon, or whether at maturity or by acceleration, or whether before or after maturity, or whether in connection with bankruptcy, insolvency or appeal. It shall not be necessary for LenderAdministrative Agent, 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 on such indebtedness or for such performance, or to enforce the any rights against any of any security that 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 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; provided, however, that nothing herein contained shall prevent Administrative Agent from suing on the Notes or foreclosing the Deed of Trust or from exercising any other rights thereunder, and if such foreclosure or other remedy is availed of, only the net proceeds therefrom, after deduction of all charges and expenses of every kind and nature whatsoever, shall be applied in reduction of the amount due on the Notes and Deed of Trust, and Administrative Agent shall not be required to institute or prosecute proceedings to recover any deficiency as a condition of payment hereunder or enforcement hereof. Suit At any sale of the Property or other collateral given for the Indebtedness or any part thereof, whether by foreclosure or otherwise, Administrative Agent may at its discretion purchase all or any part of the Property or collateral so sold or offered for sale for its own account and may, in payment of the amount bid therefor, deduct such amount from the balance due it pursuant to the terms of the Notes, Deed of Trust, and other Loan Documents. (c) After a Default, 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 Administrative Agent against any party hereto. Any time that Administrative Agent is entitled to exercise its rights or remedies hereunder, after a Default it may in its discretion elect to demand payment and/or performance. After a Default, if Administrative Agent 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 Administrative Agent 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. (a) This Guaranty is an absolute, irrevocable and unconditional guaranty of payment and performancepayment. 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 privilege, whether existing under statute, at law or in equity, to require Lender Administrative Agent to take prior recourse or proceedings against any collateral, security or other party Person (hereinafter defined) whatsoever. . (b) Guarantor hereby agrees that upon in the failure event of a Default (as defined in the Other Loan Agreement) by Borrower to pay or perform the Guaranteed Obligations in accordance with the Other Note, the Other Mortgage or the other Loan Documents, payment of the Guaranteed Obligations, for purposes or any part thereof, when such indebtedness becomes due, either by its terms or as the result of this Guarantythe exercise of any power to accelerate, 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 dishonor, 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 Administrative Agent 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 Administrative Agent and pay all costs and expenses that may arise in consequence of such Event of Default (including, without limitation, all reasonable attorneys' fees and expenses, investigation costs, court costs, and any and all other costs and expenses reasonably incurred by Administrative Agent or perform all the Lenders in connection with the collection and enforcement of the Guaranteed ObligationsNote or any other Loan Document), whether or not suit is filed thereon, or whether at maturity or by acceleration, or whether before or after maturity, or whether in connection with bankruptcy, insolvency or appeal. It shall not be necessary for LenderAdministrative Agent, 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 on such indebtedness or for such performance, or to enforce the any rights against any of any security that 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 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; provided, however, that nothing herein contained shall prevent Administrative Agent from suing on the Note or foreclosing the Mortgage or from exercising any other rights thereunder, and if such foreclosure or other remedy is availed of, only the net proceeds therefrom, after deduction of all charges and expenses of every kind and nature whatsoever, shall be applied in reduction of the amount due on the Note and Mortgage, and Administrative Agent shall not be required to institute or prosecute proceedings to recover any deficiency as a condition of payment hereunder or enforcement hereof. At any sale of the Property or other collateral given for the Indebtedness or any part thereof, whether by foreclosure or otherwise, Administrative Agent may at its discretion purchase all or any part of the Property or collateral so sold or offered for sale for its own account and may, in payment of the amount bid therefor, deduct such amount from the balance due it pursuant to the terms of the Note, Mortgage and other Loan Documents. (c) Suit may be brought or demand may be made against all parties who have signed this Guaranty Borrower or against the Guarantor or any other guarantor of the Guaranteed Obligations, or against any one or more of them, separately or together, without impairing the rights of Lender Administrative Agent or the Lenders against any party hereto.

Primary Liability of Guarantor. (a) 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 privilege, whether existing under statute, at law or in equity, to require Lender Administrative Agent, on behalf of the Lenders, to take prior recourse or proceedings against any collateral, security or other party Person (hereinafter defined) whatsoever. . (b) Guarantor hereby agrees that upon in the event of (i) default by Borrower in payment or performance of the Guaranteed Obligations, or any part thereof, when such indebtedness or performance becomes due, either by its terms or as the result of the exercise of any power to accelerate; (ii) the failure of Guarantor to perform completely and satisfactorily the Other Borrower covenants, terms and conditions of any of the Guaranteed Obligations; (iii) the death, incompetency, dissolution or insolvency of Guarantor; (iv) the inability of Guarantor to pay debts as they mature; (v) an assignment by Guarantor for the benefit of creditors; (vi) the institution of any proceeding by or perform against Guarantor in bankruptcy or for a reorganization or an arrangement with creditors, or for the Guaranteed Obligations appointment of a receiver, trustee or custodian for any of them or for any of their respective properties; (vii) the determination by Administrative Agent in accordance with good faith that a material adverse change has occurred in the Other Notefinancial condition of Guarantor; (viii) the entry of a judgment against Guarantor; (ix) a writ or order of attachment, levy or garnishment is issued against Guarantor; (x) the Other Mortgage falsity in any material respect of, or any material omission in, any representation made to Administrative Agent or the other Loan DocumentsLenders by Guarantor; or (xi) any transfer of assets of any Guarantor, without the Administrative Agent’s prior consent (except for transfers of assets for estate planning purposes valued at less than $50,000 per year per Guarantor, customary political and charitable contributions, and transfers for which the Guarantor receives consideration substantially equivalent to the fair market value of the transferred asset) (individually and collectively an “Event of Default”); then upon the occurrence of such Event of Default, the Guaranteed Obligations, for purposes of this Guaranty, shall be deemed immediately due and payable by Guarantor at the election of LenderAdministrative Agent (with the consent of the Required Lenders), and in addition Guarantor shall, on demand and without presentment, protest, notice of protest, further notice of nonpayment or of dishonor or of dishonor, 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 Administrative Agent of this Guaranty, and without any notice having been given to Guarantor previous to such demand of the creating or incurring of such indebtedness or of such obligation to perform, all such notices being hereby waived by Guarantor, pay the amount due to Lender Administrative Agent and the Lenders or perform or observe the agreement, covenant, term or condition, as the case may be, and pay all damages and all costs and expenses that may arise in consequence of such Default (including, without limitation, all attorneys’ fees and expenses, investigation costs, court costs, and any and all other costs and expenses incurred by Administrative Agent and the Lenders in connection with the collection and enforcement of the Guaranteed ObligationsNote or any other Loan Document), whether or not suit is filed thereon, or whether at maturity or by acceleration, or whether before or after maturity, or whether in connection with bankruptcy, insolvency or appeal. It shall not be necessary for LenderAdministrative Agent, on behalf of the Lenders, 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 on such indebtedness or for such performance, or to enforce the any rights against any of any security that 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 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; provided, however, that nothing herein contained shall prevent Administrative Agent or the Lenders from suing on the Note or foreclosing the Deed of Trust or from exercising any other rights thereunder, and if such foreclosure or other remedy is availed of, only the net proceeds therefrom, after deduction of all charges and expenses of every kind and nature whatsoever, shall be applied in reduction of the amount due on the Note and Deed of Trust, and Administrative Agent and the Lenders shall not be required to institute or prosecute proceedings to recover any deficiency as a condition of payment hereunder or enforcement hereof. At any sale of the Property or other collateral given for the Indebtedness or any part thereof, whether by foreclosure or otherwise, any Lender may at its discretion purchase all or any part of the Property or collateral so sold or offered for sale for its own account and may, in payment of the amount bid therefor, deduct such amount from the balance due it pursuant to the terms of the Note and Deed of Trust. (c) 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 Administrative Agent and the Lenders against any party hereto. Any time that Administrative Agent, on behalf of the Lenders, is entitled to exercise its rights or remedies hereunder, it may in its discretion elect to demand payment and/or performance. If Administrative Agent, on behalf of the Lenders, 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 Administrative Agent, on behalf of the Lenders, 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 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. (a) This Guaranty is an absolute, irrevocable and unconditional guaranty of payment and performance. , and 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 right to which Guarantor may otherwise have been entitled under any suretyship laws in effect from time to time; including any right or privilegeentitled, whether existing under statute, at law 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 Obligationsperson. 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 other person liable on such indebtedness or for such performance, or to enforce the any rights against any of any security that shall ever have been given to secure such Loanindebtedness or performance, or to join the Other Borrower or any others other person 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 or performance of the Guaranteed Obligations; provided, however, that nothing herein contained shall prevent Lender from suing on the Note or foreclosing the Mortgage. (b) 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 Borrower or other person liable on such indebtedness or for such performance, or to enforce any rights against any security given to secure such indebtedness or performance, or to join Borrower or any other Person 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 or performance of the Guaranteed Obligations; provided, however, that nothing herein contained shall prevent Lender from suing on the Note or foreclosing the Mortgage and if such foreclosure or other remedy is availed of, only the net proceeds therefrom, after deduction of all charges and expenses of every kind and nature whatsoever, shall be applied in reduction of the amount due on the Note and the Mortgage, and Lender shall not be required to institute or prosecute proceedings to recover any deficiency as a condition of payment hereunder or enforcement hereof. At any sale of Borrower's interest in the Property or other collateral given for the indebtedness due under the Note (the “Indebtedness”) or any part thereof, whether by foreclosure or otherwise, Lender may at its discretion purchase all or any part of Borrower's interest in the Property or collateral so sold or offered for sale for its own account and may, in payment of the amount bid therefor, deduct such amount from the balance due it pursuant to the terms of the Note. (c) Suit may be brought or demand may be made against Borrower or against any or 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. Any time that Lender is entitled to exercise its rights or remedies hereunder, it 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. (a) This Guaranty Agreement is an absolute, irrevocable and unconditional guaranty of payment and performance. Guarantor is and shall be liable for the payment and performance of the Guaranteed Obligations, as set forth in this GuarantyGuaranty Agreement, 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 . (b) 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, 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 Administrative Agent, for purposes the benefit of this GuarantyLenders, shall without notice or demand of any kind or nature, 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, Administrative Agent or any 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 or others any other Person liable for such performanceon the Guaranteed Obligations, or to enforce the rights any rights, remedies, powers, privileges or benefits of Administrative Agent or any 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. . (c) Suit may be brought or demand may be made against Guarantor or any other guaranty in favor of Administrative Agent, for the benefit of Lenders, covering all parties who have signed this Guaranty or any part of the Guaranteed Obligations, or against any one or more of them, separately or together, without impairing the rights of Administrative Agent or any Lender against any party heretoGuarantor. Any time that Administrative Agent is entitled to exercise its rights or remedies hereunder, Administrative Agent may in its sole discretion elect to demand payment and/or performance. If Administrative Agent elects to demand performance, then 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 Administrative Agent elects to demand payment, then 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 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. (a) 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 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 . (b) As used herein, the failure term “Event of Default” means the occurrence of one or more of the Other following events, individually or collectively: (i) default by 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 GuarantyObligations, or any part thereof, when such indebtedness or performance becomes due, either by its terms or as the result of the exercise of any power to resort accelerate; (ii) the failure of Guarantor to perform completely and satisfactorily the covenants, terms and conditions of any other means of obtaining payment of the Guaranteed Obligations. Suit may be brought ; (iii) the dissolution or demand may be made against all parties who have signed this Guaranty insolvency of Guarantor, or the appointment of a conservator for Guarantor, and such Guarantor is not replaced by another Guarantor satisfactory to Lender within thirty (30) days after the occurrence of such event; (iv) the inability of Guarantor to pay debts as they mature; (v) an assignment by Guarantor for the benefit of creditors; (vi) the institution of any proceeding by or against Guarantor in bankruptcy or for a reorganization or an arrangement with creditors, or for the appointment of a receiver, trustee or custodian for any one of them or more for any of themtheir respective properties; (vii) the determination by Lender in good faith that a material adverse change has occurred in the financial condition of Guarantor; (viii) the issuance of a writ or order of attachment, separately levy or togethergarnishment is issued against Guarantor; (ix) the falsity in any material respect of, or any material omission in, any representation made to Lender by Guarantor; or (x) any transfer of substantially all of the assets of Guarantor, without impairing the rights of Lender against any party heretoLender’s prior consent.

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. (a) This Guaranty is an absolute, irrevocable and unconditional guaranty of payment and performance. Guarantor is and shall be jointly and severally 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 . (b) 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 Beneficiaries 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, any Beneficiary 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 or others liable for such performanceon the Guaranteed Obligations, or to enforce the rights any rights, remedies, powers, privileges or benefits of any Beneficiary 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. . (c) Suit may be brought or demand may be made against all parties who have signed this Guaranty or any other guaranty in favor of Beneficiaries 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 any Beneficiary against any party hereto. Any time that a Beneficiary is entitled to exercise its rights or remedies hereunder, such Beneficiary may in its discretion elect to demand payment and/or performance. If a Beneficiary 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 a Beneficiary 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. 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 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 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. (a) 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 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 . (b) As used herein, the term "Event of Default" means the occurrence of one or more of the following events, individually or collectively: (i) default by Borrower in payment or performance of the Guaranteed Obligations, or any part thereof, when such indebtedness or performance becomes due, either by its terms or as the result of the exercise of any power to accelerate; (ii) the failure of Guarantor to perform completely and satisfactorily the Other Borrower covenants, terms and conditions of any of the Guaranteed Obligations; (iii) the dissolution or insolvency of Guarantor, or the appointment of a conservator for Guarantor, and such Guarantor is not replaced by another Guarantor satisfactory to Lender within thirty (30) days after the occurrence of such event; (iv) the inability of Guarantor to pay debts as they mature; (v) an assignment by Guarantor for the benefit of creditors; (vi) the institution of any proceeding by or perform against Guarantor in bankruptcy or for a reorganization or an arrangement with creditors, or for the Guaranteed Obligations appointment of a receiver, trustee or custodian for any of them or for any of their respective properties; (vii) the determination by Lender in accordance with good faith that a material adverse change has occurred in the Other Notefinancial condition of Guarantor; (viii) the issuance of a writ or order of attachment, levy or garnishment is issued against Guarantor; (ix) the Other Mortgage falsity in any material respect of, or any material omission in, any representation made to Lender by Guarantor; or (x) any transfer of substantially all of the other Loan Documentsassets of Guarantor, without the Lender's prior consent. (c) Upon the occurrence of any Event of Default, 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 dishonor, 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 prior to such demand of the acceptance by Lender of this Guaranty, and without any notice having been given to Guarantor prior to such demand of the creating or incurring of such indebtedness, all such notices being hereby waived by Guarantor, pay the amount due to Lender, and pay all damages and all costs and expenses that may arise in consequence of such Event of Default (including all attorneys' fees and expenses, investigation costs, court costs, and any and all other costs and expenses incurred by Lender or perform all in connection with the collection and enforcement of the Guaranteed ObligationsNote or any other Loan Document), whether or not suit is filed thereon, or whether at maturity or by acceleration, or whether before or after maturity, or whether in connection with bankruptcy, insolvency or appeal. It shall not be necessary for Lender, in order to enforce such payment or performance by Guarantor, first to institute suit judicial or non-judicial foreclosure 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 or proceeding to enforce this Guaranty, or to resort to any other means of obtaining payment or performance of the Guaranteed Obligations; provided, however, that nothing herein contained shall prevent Lender from foreclosing any security agreement (a "Security Agreement") now or hereafter securing all or any part of the Guaranteed Obligations, or from exercising any other rights or remedies under the Loan Documents, and if such foreclosure or other right or remedy is availed of, only the net proceeds therefrom, after deduction of all charges and expenses of every kind and nature whatsoever, shall be applied in reduction of the amount due on the Note, and Lender shall not be required to institute or prosecute proceedings to recover any deficiency as a condition of payment hereunder or enforcement hereof. Suit At any sale of any property encumbered by a Security Agreement or other collateral given for the Indebtedness or any part thereof, whether by foreclosure or otherwise, Lender may at its discretion purchase all or any part of any property encumbered by a Security Agreement or collateral so sold or offered for sale for its own account and may, in payment of the amount bid therefor, deduct such amount from the balance due it pursuant to the terms of the Note and the other Loan Documents. Collection action may be brought taken 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 other party hereto.

Primary Liability of Guarantor. (a) 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 privilege, whether existing under statute, at law or in equity, to require Lender Administrative Agent, on behalf of the Lenders, to take prior recourse or proceedings against any collateral, security or other party Person (hereinafter defined) whatsoever. . (b) Guarantor hereby agrees that upon in the event of (i) default by Borrower in payment or performance of the Guaranteed Obligations, or any part thereof, when such indebtedness or performance becomes due, either by its terms or as the result of the exercise of any power to accelerate; (ii) the failure of Guarantor to perform completely and satisfactorily the Other Borrower covenants, terms and conditions of any of the Guaranteed Obligations; (iii) the death, incompetency, dissolution or insolvency of Guarantor; (iv) the inability of Guarantor to pay debts as they mature; (v) an assignment by Guarantor for the benefit of creditors; (vi) the institution of any proceeding by or perform against Guarantor in bankruptcy or for a reorganization or an arrangement with creditors, or for the Guaranteed Obligations appointment of a receiver, trustee or custodian for any of them or for any of their respective properties; (vii) the determination by Administrative Agent in accordance with good faith that a material adverse change has occurred in the Other Notefinancial condition of Guarantor; (viii) the entry of a judgment against Guarantor; (ix) a writ or order of attachment, levy or garnishment is issued against Guarantor; (x) the Other Mortgage falsity in any material respect of, or any material omission in, any representation made to Administrative Agent or the other Loan DocumentsLenders by Guarantor; (xi) the failure of Guarantor to comply with the financial covenants contained in Section 18(c) hereof; and (xii) any transfer of assets of any Guarantor, without the Administrative Agent’s prior consent (except for transfers of assets for estate planning purposes valued at less than $50,000 per year per Guarantor, customary political and charitable contributions, and transfers for which the Guarantor receives consideration substantially equivalent to the fair market value of the transferred asset) (individually and collectively an “Event of Default”); then upon the occurrence of such Event of Default, the Guaranteed Obligations, for purposes of this Guaranty, shall be deemed immediately due and payable by Guarantor at the election of LenderAdministrative Agent, and in addition Guarantor shall, on demand and without presentment, protest, notice of protest, further notice of nonpayment or of dishonor or of dishonor, 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 Administrative Agent of this Guaranty, and without any notice having been given to Guarantor previous to such demand of the creating or incurring of such indebtedness or of such obligation to perform, all such notices being hereby waived by Guarantor, pay the amount due to Lender Administrative Agent or perform or observe the agreement, covenant, term or condition, as the case may be, and pay all damages and all costs and expenses that may arise in consequence of such Event of Default (including, without limitation, all attorneys’ fees and expenses, investigation costs, court costs, and any and all other costs and expenses incurred by Administrative Agent and the Lenders in connection with the collection and enforcement of the Guaranteed ObligationsNote or any other Loan Document), whether or not suit is filed thereon, or whether at maturity or by acceleration, or whether before or after maturity, or whether in connection with bankruptcy, insolvency or appeal. It shall not be necessary for LenderAdministrative Agent, on behalf of the Lenders, 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 on such indebtedness or for such performance, or to enforce the any rights against any of any security that 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 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; provided, however, that nothing herein contained shall prevent Administrative Agent or the other Lenders from suing on the Note or foreclosing the Deed of Trust or from exercising any other rights thereunder, and if such foreclosure or other remedy is availed of, only the net proceeds therefrom, after deduction of all charges and expenses of every kind and nature whatsoever, shall be applied in reduction of the amount due on the Note and Deed of Trust, and Administrative Agent and the Lenders shall not be required to institute or prosecute proceedings to recover any deficiency as a condition of payment hereunder or enforcement hereof. At any sale of the Property or other collateral given for the Indebtedness or any part thereof, whether by foreclosure or otherwise, Administrative Agent may at its discretion purchase all or any part of the Property or collateral so sold or offered for sale for its own account and may, in payment of the amount bid therefor, deduct such amount from the balance due it pursuant to the terms of the Note and Deed of Trust. (c) 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 administrative Agent and the other Lenders against any party hereto. Any time that Administrative Agent, on behalf of the Lenders, is entitled to exercise its rights or remedies hereunder, it may in its discretion elect to demand payment and/or performance. If Administrative Agent, on behalf of the Lenders, 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 Administrative Agent, on behalf of the Lenders, 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. (a) This Guaranty is an absolute, irrevocable and unconditional guaranty of payment and and/or performance, as the case may be. Guarantor shall be liable for the payment and and/or 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 . (b) In the event of a default by any right or privilegeall of SSLLC, 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 NoteTools, the Other Mortgage Introducing Brokers and/or Schon-EX in payment or the other Loan Documents, performance of the Guaranteed Obligations, for purposes or any part thereof, when such payment or performance becomes due, either by its terms or as the result of this Guarantythe exercise of any power to accelerate, 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 the Companies of this Guaranty, and without any notice having been given to Guarantor previous to such demand, all such notices being hereby waived by Guarantor, pay to Lender perform or perform all of observe the Guaranteed Obligations. It agreement, covenant, term or condition, as the case may be, and it shall not be necessary for Lenderthe Companies, or either of them, in order to enforce such payment or performance by Guarantor, first to institute suit or pursue or exhaust any rights or remedies against SSLLC, Tools, the Other Borrower Introducing Brokers and/or Schon-EX or others liable for such payment or performance, or to enforce the any rights against any of any security that shall ever have been given to secure such Loanpayment or performance, or to join SSLLC, Tools, the Other Borrower Introducing Brokers and/or Schon-EX 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 or performance 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. (a) 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 obligorobligor and Lender shall not be obligated to seek contribution from any other guarantor prior to enforcing its rights under this Guaranty. 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 . (b) As used herein, the failure term “Event of Default” means the occurrence of one or more of the Other following events, individually or collectively: (i) default by 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 GuarantyObligations, or any part thereof, when such indebtedness or performance becomes due, either by its terms or as the result of the exercise of any power to resort accelerate; (ii) the failure of Guarantor to perform completely and satisfactorily the covenants, terms and conditions of any other means of obtaining payment of the Guaranteed Obligations. Suit may be brought ; (iii) the dissolution or demand may be made against all parties who have signed this Guaranty insolvency of Guarantor, or the appointment of a conservator for Guarantor, and such Guarantor is not replaced by another Guarantor satisfactory to Lender within thirty (30) days after the occurrence of such event; (iv) the inability of Guarantor to pay debts as they mature; (v) an assignment by Guarantor for the benefit of creditors; (vi) the institution of any proceeding by or against Guarantor in bankruptcy or for a reorganization or an arrangement with creditors, or for the appointment of a receiver, trustee or custodian for any one of them or more for any of themtheir respective properties; (vii) the determination by Lender in good faith that a material adverse change has occurred in the financial condition of Guarantor; (viii) the issuance of a writ or order of attachment, separately levy or togethergarnishment is issued against Guarantor; (ix) the falsity in any material respect of, or any material omission in, any representation made to Lender by Guarantor; or (x) any transfer of substantially all of the assets of Guarantor, without impairing the rights of Lender against any party heretoLender’s prior consent.

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.

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 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. (a) 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 privilege, whether existing under statute, at law or in equity, to require Lender Administrative Agent, on behalf of the Lenders, to take prior recourse or proceedings against any collateral, security or other party Person (hereinafter defined) whatsoever. . (b) Guarantor hereby agrees that in the event of a Default (as defined in the Loan Agreement) (individually and collectively herein called an “Event of Default”); then upon the failure occurrence of the Other Borrower to pay or perform the Guaranteed Obligations in accordance with the Other Note, the Other Mortgage or the other Loan Documentssuch Event of Default, the Guaranteed Obligations, for purposes of this Guaranty, shall be deemed immediately due and payable by Guarantor at the election of LenderAdministrative Agent (with the consent of the Required Lenders), and in addition Guarantor shall, on demand and without presentment, protest, notice of protest, further notice of nonpayment or of dishonor or of dishonor, 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 Administrative Agent of this Guaranty, and without any notice having been given to Guarantor previous to such demand of the creating or incurring of such indebtedness or of such obligation to perform, all such notices being hereby waived by Guarantor, pay the amount due to Lender Administrative Agent and the Lenders or perform or observe the agreement, covenant, term or condition, as the case may be, and pay all damages and all costs and expenses that may arise in consequence of such Default (including, without limitation, all attorneys’ fees and expenses, investigation costs, court costs, and any and all other costs and expenses incurred by Administrative Agent and the Lenders in connection with the collection and enforcement of the Guaranteed ObligationsNote or any other Loan Document), whether or not suit is filed thereon, or whether at maturity or by acceleration, or whether before or after maturity, or whether in connection with bankruptcy, insolvency or appeal. It shall not be necessary for LenderAdministrative Agent, on behalf of the Lenders, 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 Borrowers or others liable on such indebtedness or for such performance, or to enforce the any rights against any of any security that shall ever have been given to secure such Loanindebtedness or performance, or to join the Other Borrower Borrowers 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 or performance of the Guaranteed Obligations; provided, however, that nothing herein contained shall prevent Administrative Agent or the Lenders from suing on the Note or foreclosing any Deed of Trust or from exercising any other rights thereunder, and if such foreclosure or other remedy is availed of, only the net proceeds therefrom, after deduction of all charges and expenses of every kind and nature whatsoever, shall be applied in reduction of the amount due on the Note and Deed of Trust, and Administrative Agent and the Lenders shall not be required to institute or prosecute proceedings to recover any deficiency as a condition of payment hereunder or enforcement hereof. At any sale of any Project or other Collateral given for the Indebtedness or any part thereof, whether by foreclosure or otherwise, any Lender may at its discretion purchase all or any part of the Project or Collateral so sold or offered for sale for its own account and may, in payment of the amount bid therefor, deduct such amount from the balance due it pursuant to the terms of the Note and the Deed of Trust. (c) Suit may be brought or demand may be made against Borrowers 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 Administrative Agent and the Lenders against any party hereto. Any time that Administrative Agent, on behalf of the Lenders, is entitled to exercise its rights or remedies hereunder, it may in its discretion elect to demand payment and/or performance. If Administrative Agent, on behalf of the Lenders, 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 Administrative Agent, on behalf of the Lenders, 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. (a) This Guaranty is an absolute, irrevocable and unconditional guaranty of payment and performance. , and 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 right to which Guarantor may otherwise have been entitled under any suretyship laws in effect from time to time; including any right or privilegeentitled, 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 Obligationsperson. 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 other person liable on such indebtedness or performance, or to enforce any rights against any security given to secure such indebtedness 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 other person 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 or performance of the Guaranteed Obligations. Obligations provided, however, that nothing herein contained shall prevent Lender from suing on the Note or foreclosing the Mortgage or exercising any other right under the Loan Documents. (b) Suit may be brought or demand may be made against Borrower or against any or 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. Any time that Lender is entitled to exercise its rights or remedies hereunder, it 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, provided that, if Guarantor has fully satisfied the Guaranteed Payment Obligations, Guarantor shall not be obligated to perform the Guaranteed Performance Obligations other than any obligations under the Environmental Indemnity. (c) The liability of Guarantor or any other Person hereunder for Guaranteed Obligations arising out of or related to the Environmental Indemnity shall not be limited or affected in any way by any provision in this Guaranty, the other Loan Documents or applicable law limiting the liability of Borrower, Guarantor or such other Person, or Lender’s recourse or rights to a deficiency judgment.

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. (a) This Guaranty Agreement is an absolute, irrevocable and unconditional guaranty of payment and performance. Guarantor is and shall be liable for the payment and performance of the Guaranteed Obligations, as set forth in this GuarantyGuaranty Agreement, 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 . (b) 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 Agent 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, Agent or any of the Banks 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 or others any other Person liable for such performanceon the Guaranteed Obligations, or to enforce any rights, remedies, powers, privileges or benefits of Agent or the rights Banks 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. . (c) Suit may be brought or demand may be made against Guarantor or any other guaranty covering all parties who have signed this Guaranty or any part of the Guaranteed Obligations, or against any one or more of them, separately or together, without impairing the rights of Lender Agent against any party heretoGuarantor. Any time that Agent is entitled to exercise its rights or remedies hereunder, Agent may in its sole discretion elect to demand payment and/or performance. If Agent elects to demand performance, then 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 (other than contingent indemnification obligations for which claims have not been asserted. If Agent elects to demand payment, then 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 (other than contingent indemnification obligations for which claims have not been asserted).

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. (a) This Guaranty is an absolute, irrevocable and unconditional guaranty of payment and performance. Guarantor is and shall be jointly and severally 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 . (b) 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 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 property covered by a lien created under the Security Instrument 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. . (c) 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 Lender’s 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. (a) This Guaranty is an absolute, irrevocable and unconditional guaranty of payment and performancepayment. 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 Person whatsoever (including, without limitation, any balance of any deposit account or credit on the books of Lender in favor of Borrower, Guarantor or any other party whatsoever. Person). (b) Guarantor hereby agrees that upon (i) the occurrence of a default by Guarantor in payment or performance of the Guaranteed Obligations, or any part thereof, when such indebtedness or performance becomes due (subject to any applicable notice and cure periods); (ii) the failure of the Other any Guarantor or Borrower to pay or perform completely and satisfactorily the covenants, terms and conditions of any of the Guaranteed Obligations in accordance with the Other Note, the Other Mortgage or the other Loan DocumentsDocuments (subject to any and all applicable grace and cure periods); (iii) the death, incompetency, dissolution or insolvency of Borrower or any Guarantor; (iv) the inability of Borrower or any Guarantor to pay debts as they mature; (v) an assignment by Borrower or any Guarantor for the benefit of creditors; (vi) the institution of any proceeding by or against Borrower or any Guarantor in bankruptcy or for a reorganization or an arrangement with creditors, or for the appointment of a receiver, trustee or custodian for any of them or for any of their respective properties; or (vii) the falsity in any material respect to, or any material omission in, any representation made to Lender by Borrower or any Guarantor, in each case shall, individually and collectively, constitute an “Event of Default,” in addition to those Events of Defaults described in the Loan Agreement. Upon the occurrence of such an Event of Default, 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 written 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 accelerateto, notice of existence of the Debt or any amendment or modification of the Debt 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 or of such obligation to perform, all such notices being hereby waived by Guarantor, pay the Guaranteed Obligations to Lender or perform all of or observe the Guaranteed Obligations. It agreement, covenant, term or condition, as the case may be, and, unless required by law, 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 on such indebtedness or for such performance, or to enforce the any rights against any of any security that 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 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; provided, however, that nothing herein contained shall prevent Lender from suing on the Note or foreclosing the Security Instruments or from exercising any other rights thereunder, and if such foreclosure or other remedy is availed of, only the net proceeds therefrom, after deduction of all charges and expenses of every kind and nature whatsoever, shall be applied in reduction of the amount due on the Note and Security Instruments, and Lender shall not be required to institute or prosecute proceedings to recover any deficiency as a condition of payment hereunder or enforcement hereof. At any sale of any of the Properties or other collateral given for the Guaranteed Obligations or any part thereof, whether by foreclosure or otherwise, Lender may at its discretion purchase all or any part of any Property or collateral so sold or offered for sale for its own account and may, in payment of the amount bid therefor, deduct such amount from the balance due it pursuant to the terms of the Note and Security Instruments. (c) Suit may be brought or demand may be made 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. During any time that Lender is entitled to exercise its rights or remedies hereunder, it 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 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. (a) This Guaranty is an absolute, irrevocable and unconditional guaranty of payment and performancepayment. Guarantor shall be liable liable, with respect to each Mortgage Loan for the payment and performance of all indebtedness described herein up to the Maximum Amount applicable to such loan (up to such ceiling, in the aggregate for all Mortgage Loans, 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 GMAC-CM to take prior recourse or proceedings against any collateral, security or other party Person whatsoever. . (b) Guarantor hereby agrees that in the event of the occurrence of a default of an obligation of Guarantor hereunder which continues beyond applicable notice and grace periods, if any, (individually and collectively an "Event of Default"), then upon the failure occurrence of the Other Borrower to pay or perform the Guaranteed Obligations in accordance with the Other Note, the Other Mortgage or the other Loan Documentssuch Event of Default, the Guaranteed Obligations, for purposes of this Guaranty, shall be deemed immediately due and payable by Guarantor at the election of LenderGMAC-CM, 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 nonperformancedefault, or notice of acceleration or of intent to accelerateto, or any other notice whatsoever, without any notice having been given to Guarantor or Mortgagor previous to such demand of the acceptance by Lender GMAC-CM of this Guaranty, and without any notice having been given to Guarantor or Mortgagor previous to such demand of the creating or incurring of such indebtedness, all such notices being hereby waived by Guarantor, pay all damages and all costs and expenses, up to Lender the then Maximum Amount, that may arise in consequence of any such Event of Default (including any and all costs and expenses incurred by GMAC-CM in connection with the collection and enforcement of this Guaranty or perform any portion thereof including all of the Guaranteed Obligations. It reasonable attorneys' fees and expenses, investigation costs, and all court costs, whether or not suit is filed hereon, and it shall not be necessary for LenderGMAC-CM, 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 Mortgagor or others liable for on such performance, indebtedness or to institute suit or pursue or exhaust any rights or remedies against Mortgagor and all other Guarantor or other sureties of the Guaranteed Obligations 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 joint Mortgagor 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; provided, however, except as specifically set forth above, nothing herein contained shall prevent GMAC-CM from suing on the Mortgage Note or foreclosing the Mortgage or from exercising any other rights thereunder, and if such foreclosure or other remedy is availed of, only the net proceeds therefrom, after deduction of all charges and expenses of every kind and nature whatsoever, shall be applied in reduction of the amount due on the Mortgage Note and Mortgage, and GMAC-CM shall not be required to institute or prosecute proceedings to recover any deficiency or alleged breach of non-recourse covenants or conditions as a condition of payment hereunder or enforcement hereof; provided, however, GMAC-CM shall use reasonable efforts, taking into account all facts and circumstances, to recover any Loss amount and remit the same to Guarantor. Suit At any sale of the Mortgaged Property or other collateral given for the Indebtedness or any part thereof, whether by foreclosure or otherwise, GMAC-CM may be brought at its discretion purchase all or demand may be made against all parties who have signed this Guaranty any part of the Mortgaged Property or against any one collateral so sold or more offered for sale for its own account and may, in payment of themthe amount bid therefor, separately or together, without impairing deduct such amount from the rights balance due it pursuant to the terms of Lender against any party heretothe Mortgage Note and Mortgage.

Primary Liability of Guarantor. (a) This Guaranty is an absolute, irrevocable and unconditional guaranty of payment and performanceof the Guaranteed Indebtedness. Guarantor shall be liable for the payment and performance of the Guaranteed Obligations, as set forth in this Guaranty, Indebtedness 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 Person (hereinafter defined) whatsoever. Guarantor hereby agrees that upon the failure expressly waives each and every right to which Guarantor may be entitled by virtue of the Other Borrower to pay or perform suretyship laws of the Guaranteed Obligations in accordance with the Other NoteState of Texas, 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 Lenderincluding without limitation, and in addition rights Guarantor shallmay have pursuant to Rule 31, on demand and without presentmentTexas Rules of Civil Procedure, 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 Chapter 17 of the acceptance by Lender of this Guaranty, all such notices being hereby waived by Guarantor, pay to Lender or perform all Texas Civil Practice and Remedies Code and Chapter 34 of the Guaranteed Obligations. Texas Business and Commerce Code. (b) It shall not be necessary for Lender, 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 on such indebtedness or for such performance, or to enforce the any rights against any of any security that 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 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; provided, however, that nothing herein contained shall prevent Lender from suing on the Note and other Loan Documents or foreclosing the Mortgage or from exercising any other rights thereunder, and if such foreclosure or other remedy is availed of, only the net proceeds therefrom, after deduction of all charges and expenses of every kind and nature whatsoever, shall be applied in reduction of the amount due on the Note and other Loan Documents, and Lender shall not be required to institute or prosecute proceedings to recover any deficiency as a condition of payment hereunder or enforcement hereof. At any sale of the Property or other collateral given for the Obligations or any part thereof, whether by foreclosure or otherwise, Lender may at its discretion purchase all or any part of the Property or collateral so sold or offered for sale for its own account and may, in payment of the amount bid therefor, deduct such amount from the balance due it pursuant to the terms of the Loan Documents. (c) 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 Indebtedness, 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, it may in its discretion elect to demand payment and performance. If Lender elects to demand performance, it shall at all times thereafter have the right to demand payment until all of the 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 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, 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 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 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. (a) This Guaranty Agreement is an absolute, irrevocable and unconditional guaranty of payment and performance. Guarantor is and shall be liable for the payment and performance of the Guaranteed Obligations, as set forth in this GuarantyGuaranty Agreement, 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 . (b) 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 or others any other Person 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. . (c) Suit may be brought or demand may be made against Guarantor or any other guaranty in favor of Lender covering all parties who have signed this Guaranty 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 heretoGuarantor. Any time that Lender is entitled to exercise its rights or remedies hereunder, Lender may in its sole discretion elect to demand payment and/or performance. If Lender elects to demand performance, then 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, then 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 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. (a) 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 Administrative Agent to take prior recourse or proceedings against any collateral, security or other party Person (hereinafter defined) whatsoever. . (b) Guarantor hereby agrees that upon in the event of (i) a Default by Borrower in payment or performance of the Guaranteed Obligations, or any part thereof, when such indebtedness or performance becomes due, either by its terms or as the result of the exercise of any power to accelerate; or (ii) the failure of Guarantor to perform completely and satisfactorily the Other Borrower to pay or perform covenants, terms and conditions of any of the Guaranteed Obligations in accordance with the Other Note, the Other Mortgage or the other Loan Documents, as may be required pursuant to this Guaranty; then the Guaranteed Obligations, for purposes of this Guaranty, shall be deemed immediately due and payable by Guarantor at the election of LenderAdministrative Agent, and in addition Guarantor shall, on demand and without presentment, protest, notice of protest, further notice of nonpayment or of dishonor or of dishonor, 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 Administrative Agent of this Guaranty, and without any notice having been given to Guarantor previous to such demand of the creating or incurring of such indebtedness or of such obligation to perform, all such notices being hereby waived by Guarantor, pay the amount due to Lender Administrative Agent or perform or observe the agreement, covenant, term or condition, as the case may be, and pay all damages and all costs and expenses that may arise in consequence of such Default (including, without limitation, all reasonable attorneys' fees and expenses, investigation costs, court costs, and any and all other costs and expenses incurred by Administrative Agent in connection with the collection and enforcement of the Guaranteed ObligationsNotes or any other Loan Document), whether or not suit is filed thereon, or whether at maturity or by acceleration, or whether before or after maturity, or whether in connection with bankruptcy, insolvency or appeal. It shall not be necessary for LenderAdministrative Agent, 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 on such indebtedness or for such performance, or to enforce the any rights against any of any security that 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 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; provided, however, that nothing herein contained shall prevent Administrative Agent from suing on the Notes or foreclosing the Deed of Trust or from exercising any other rights thereunder, and if such foreclosure or other remedy is availed of, only the net proceeds therefrom, after deduction of all charges and expenses of every kind and nature whatsoever, shall be applied in reduction of the amount due on the Notes and Deed of Trust, and Administrative Agent shall not be required to institute or prosecute proceedings to recover any deficiency as a condition of payment hereunder or enforcement hereof. Suit At any sale of the Property or other collateral given for the Indebtedness or any part thereof, whether by foreclosure or otherwise, Administrative Agent may at its discretion purchase all or any part of the Property or collateral so sold or offered for sale for its own account and may, in payment of the amount bid therefor, deduct such amount from the balance due it pursuant to the terms of the Notes, Deed of Trust, and other Loan Documents. (c) After a Default, 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 Administrative Agent against any party hereto. Any time that Administrative Agent is entitled to exercise its rights or remedies hereunder, after a Default it may in its discretion elect to demand payment and/or performance. After a Default, if Administrative Agent 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 Administrative Agent 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. (a) 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 , and not as a waiver of, mere surety. (b) The guaranty set forth in Section 1 is a continuing guaranty of payment and Guarantor hereby expressly waives, any performance 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 whatsoevernot a guaranty of collection. Guarantor hereby agrees that upon the failure of the Other Borrower If Buyer fails to pay or perform the Guaranteed Obligations in accordance with the Other Notewhen due, the Other Mortgage or the other Loan Documentsany part thereof, 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 written 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 in accordance with Section 12 the amount due and payable 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 Antero or perform all such Guaranteed Obligations as required per the terms of the Guaranteed Obligations. It Agreements, and it shall not be necessary for LenderAntero, 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 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. . (c) Suit may be brought or demand may be made against all parties who have signed this Guaranty Buyer or Guarantor or against any one or more of them, separately or together, without impairing the rights of Lender Antero against either. (d) Guarantor shall be entitled to assert any party heretodefenses to the payment or performance of the Guaranteed Obligations owing under the Guaranteed Agreements that Buyer is entitled to assert under the express terms of the Guaranteed Agreements, which, for the avoidance of doubt, shall not limit the liability of Guarantor hereunder based upon any defenses arising out of the (i) bankruptcy, insolvency, dissolution or liquidation of Buyer, (ii) power or authority of Buyer to enter into the Guaranteed Agreements and to perform its obligations thereunder, or (iii) lack of enforceability of Buyer’s obligations under the Guaranteed Agreements or any transaction contemplated thereby.

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. (a) This Guaranty Agreement is an absolute, irrevocable and unconditional guaranty of payment and performance. Guarantor Guarantors are and shall be liable for the payment and performance of the Guaranteed Obligations, as set forth in this GuarantyGuaranty Agreement, 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 . (b) 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, Guarantors 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 GuarantorGuarantors first, first or contemporaneously, to institute suit or pursue or exhaust any rights or remedies against the Other Borrower or others any other Person 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. . (c) Suit may be brought or demand may be made against any Guarantor or any other guaranty in favor of Lender covering all parties who have signed this Guaranty 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 heretoother Guarantor. Any time that Lender is entitled to exercise its rights or remedies hereunder, Lender may in its sole discretion elect to demand payment and/or performance. If Lender elects to demand performance, then 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, then 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. (a) 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 right or privilege, whether existing under statute, at law or in equity, rights pursuant to require Lender to take prior recourse or proceedings against any collateral, security or other party whatsoever. Guarantor hereby agrees that upon the failure RULE 31 of the Other Texas Rules of Civil Procedure, SECTION 17.001 of the Texas Civil Practice and Remedies Code, and CHAPTER 34 of the Texas Business and Commerce Code. (b) In the event of default by Borrower to pay in payment or perform the Guaranteed Obligations in accordance with the Other Note, the Other Mortgage or the other Loan Documents, performance of the Guaranteed Obligations, for purposes or any part thereof, when such indebtedness or performance becomes due, either by its terms or as the result of this Guarantythe exercise of any power to accelerate, 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 or of such obligation to perform, all such notices being hereby waived by Guarantor, pay the amount due thereon 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 remedies against the Other Borrower or others liable on such indebtedness or for such performance, or to enforce the any rights against any of any security that 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 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. . (c) Suit may be brought or demand may be made 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. Any time that Lender is entitled to exercise its rights or remedies hereunder, it 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. (a) This Guaranty is an absolute, irrevocable and unconditional guaranty of payment and performance. The 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 the Guarantor hereby expressly waives, any and all rights to which the 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 the Administrative Agent to take prior recourse or proceedings against any collateral, security or other party Person (hereinafter defined) whatsoever. . (b) The Guarantor hereby agrees that upon in the event of (i) default by any Borrower in payment or performance of the Guaranteed Obligations, or any part thereof, when such indebtedness or performance becomes due, either by its terms or as the result of the exercise of any power to accelerate; (ii) the failure of the Other Borrower Guarantor to perform completely and satisfactorily the covenants, terms and conditions of any of the Guaranteed Obligations; (iii) the dissolution or insolvency of the Guarantor; (iv) the inability of the Guarantor to pay debts as they mature; (v) an assignment by the Guarantor for the benefit of creditors; (vi) the institution of any proceeding by or perform against the Guaranteed Obligations Guarantor in accordance bankruptcy or for a reorganization or an arrangement with creditors, or for the appointment of a receiver, trustee or custodian for any of them or for any of their respective properties; (vii) the determination by the Administrative Agent in good faith that a material adverse change has occurred in the financial condition of the Guarantor; (viii) the entry of a judgment against the Guarantor which exceeds $5,000,000.00 and remains unsatisfied for more than thirty (30) days after being entered; (ix) a writ or order of attachment, levy or garnishment is issued against the Guarantor; (x) the falsity in any material respect of, or any material omission in, any representation made to the Administrative Agent or any Lender by the Guarantor; (xi) any transfer of assets of the Guarantor which would have a Material Adverse Effect on Guarantor or cause Guarantor to not be in compliance with the Other Noteterms and provisions set forth in Section 16 of this Guaranty, without the Other Mortgage Administrative Agent’s prior consent; (xii) a default by the Guarantor under any unsecured or recourse debt which individually or in the aggregate exceeds $5,000,000.00; (xiii) a default of the Guarantor under this Guaranty including specifically, but without limitation, under Section 16 or Section 20 of this Guaranty; or (xiv) the occurrence of an Event of Default under any other Loan DocumentsDocument (individually and collectively an “Event of Default”); then upon the occurrence of such Event of Default, the Guaranteed Obligations, for purposes of this Guaranty, shall be deemed immediately due and payable by Guarantor at the election of Lenderthe Administrative Agent, and in addition the Guarantor shall, on demand and without presentment, protest, notice of protest, further notice of nonpayment or of dishonor or of dishonor, default or nonperformance, or notice of acceleration or of intent to accelerate, or any other notice whatsoever, without any notice having been given to the Guarantor previous to such demand of the acceptance by Lender the Administrative Agent of this Guaranty, and without any notice having been given to the Guarantor previous to such demand of the creating or incurring of such indebtedness or of such obligation to perform, all such notices being hereby waived by the Guarantor, pay the amount due to Lender the Administrative Agent and the Lenders or perform or observe the agreement, covenant, term or condition, as the case may be, and pay all damages and all costs and expenses that may arise in consequence of such Event of Default (including, without limitation, all reasonable attorneys’ fees and expenses actually incurred, investigation costs, court costs, and any and all other costs and expenses incurred by the Administrative Agent in connection with the collection and enforcement of the Guaranteed ObligationsNote or any other Loan Document), whether or not suit is filed thereon, or whether at maturity or by acceleration, or whether before or after maturity, or whether in connection with bankruptcy, insolvency or appeal. It shall not be necessary for Lenderthe Administrative Agent, in order to enforce such payment or performance by the Guarantor, first to institute suit or pursue or exhaust any rights or remedies against the Other Borrower or others liable on such indebtedness or for such performance, or to enforce the any rights against any of any security that 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 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; provided, however, that nothing herein contained shall prevent the Administrative Agent from suing on the Note or foreclosing any or all of the Mortgages or from exercising any other rights thereunder, and if such foreclosure or other remedy is availed of, only the net proceeds therefrom, after deduction of all charges and expenses of every kind and nature whatsoever, shall be applied in reduction of the amount due on the Note and Mortgage, and the Administrative Agent shall not be required to institute or prosecute proceedings to recover any deficiency as a condition of payment hereunder or enforcement hereof. At any sale of any Borrowing Base Property or other collateral given for the Indebtedness or any part thereof, whether by foreclosure or otherwise, the Administrative Agent may at its discretion purchase all or any part of the Borrowing Base Property or collateral so sold or offered for sale for its own account and may, in payment of the amount bid therefor, deduct such amount from the balance due it pursuant to the terms of the Note, the Mortgage and other Loan Documents. (c) Suit may be brought or demand may be made against the 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 the Administrative Agent against any party hereto. Any time that the Administrative Agent is entitled to exercise its rights or remedies hereunder, it may in its discretion elect to demand payment and/or performance. If the Administrative Agent 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 the Administrative Agent 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. (d) The liability of the Guarantor or any other Person hereunder for Guaranteed Obligations arising out of or related to the Environmental Agreement shall not be limited or affected in any way by any provision in this Guaranty, the other Loan Documents or applicable Law limiting the liability of the Borrower, the Guarantor or such other Person, or the Administrative Agent’s recourse or rights to a deficiency judgment.

Primary Liability of Guarantor. (a) 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 privilege, whether existing under statute, at law or in equity, to require Lender Administrative Agent or Lenders to take prior recourse or proceedings against any collateral, security or other party Person (hereinafter defined) whatsoever. . (b) Guarantor hereby agrees that upon in the event of (i) default by Borrower in payment or performance of the Guaranteed Obligations, or any part thereof, when such indebtedness or performance becomes due, either by its terms or as the result of the exercise of any power to accelerate; (ii) the failure of Guarantor to perform completely and satisfactorily the Other Borrower covenants, terms and conditions of any of the Guaranteed Obligations; (iii) the death, incompetency, dissolution or insolvency of Guarantor, provided, however, that the death of a Guarantor shall not be an Event of Default if a new guarantor satisfactory to Administrative Agent in its sole discretion assumes the deceased Guarantor’s obligations within sixty (60) days of the death of such Guarantor; (iv) the inability of Guarantor to pay debts as they mature; (v) an assignment by Guarantor for the benefit of creditors; (vi) the institution of any proceeding by or perform against Guarantor in bankruptcy or for a reorganization or an arrangement with creditors, or for the Guaranteed Obligations appointment of a receiver, trustee or custodian for any of them or for any of their respective properties; (vii) the determination by Administrative Agent in accordance with good faith that a material adverse change has occurred in the Other Notefinancial condition of Guarantor; (viii) the entry of a judgment against Guarantor for an amount in excess of $500,000 and Guarantor shall not discharge the same or cause it to be discharged within sixty (60) days from the entry thereof, or shall not appeal therefrom or from the Other Mortgage order, decree or process upon which or pursuant to which said judgment was granted, based or entered, and secure a stay of execution or bond over such judgment by a commercially acceptable bonding company pending such appeal; (ix) a writ or order of attachment, levy or garnishment is issued against Guarantor; (x) the other Loan Documentsfalsity in any material respect of, or any material omission in, any representation made to Administrative Agent and/or Lenders by Guarantor; or (xi) any transfer of assets of any Guarantor, without Administrative Agent’s prior consent (except for transfers of assets for estate planning purposes valued at less than $50,000 per year per Guarantor, customary political and charitable contributions, and transfers for which Guarantor receives consideration substantially equivalent to the fair market value of the transferred asset) (individually and collectively an “Event of Default”); then upon the occurrence of such Event of Default, the Guaranteed Obligations, for purposes of this Guaranty, shall be deemed immediately due and payable by Guarantor at the election of LenderAdministrative Agent, and in addition Guarantor shall, on demand and without presentment, protest, notice of protest, further notice of nonpayment or of dishonor or of dishonor, 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 Administrative Agent and/or Lenders of this Guaranty, and without any notice having been given to Guarantor previous to such demand of the creating or incurring of such indebtedness or of such obligation to perform, all such notices being hereby waived by Guarantor, pay the amount due to Lender Administrative Agent or perform or observe the agreement, covenant, term or condition, as the case may be, and pay all damages and all costs and expenses that may arise in consequence of such Event of Default (including, without limitation, all attorneys’ fees and expenses, investigation costs, court costs, and any and all other costs and expenses incurred by Administrative Agent in connection with the collection and enforcement of the Guaranteed ObligationsNote, this Guaranty or any other Loan Document), whether or not suit is filed thereon, or whether at maturity or by acceleration, or whether before or after maturity, or whether in connection with bankruptcy, insolvency or appeal. It shall not be necessary for LenderAdministrative Agent, 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 on such indebtedness or for such performance, or to enforce the any rights against any of any security that 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 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; provided, however, that nothing herein contained shall prevent Administrative Agent from suing on the Note or foreclosing the Mortgage or from exercising any other rights thereunder, and if such foreclosure or other remedy is availed of, only the net proceeds therefrom, after deduction of all charges and expenses of every kind and nature whatsoever, shall be applied in reduction of the amount due on the Note and Mortgage, and Administrative Agent shall not be required to institute or prosecute proceedings to recover any deficiency as a condition of payment hereunder or enforcement hereof. At any sale of the Property or other collateral given for the Indebtedness or any part thereof, whether by foreclosure or otherwise, Administrative Agent may at its discretion purchase all or any part of the Property or collateral so sold or offered for sale for its own account and may, in payment of the amount bid therefor, deduct such amount from the balance due it pursuant to the terms of the Note, Mortgage and other Loan Documents. (c) 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 Administrative Agent and/or Lenders against any party hereto. Any time that Administrative Agent is entitled to exercise its rights or remedies hereunder, it may in its discretion elect to demand payment and/or performance. If Administrative Agent 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 Administrative Agent 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. (a) 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 privilege, whether existing under statute, at law or in equity, to require Lender Administrative Agent or Lenders to take prior recourse or proceedings against any collateral, security or other party Person (hereinafter defined) whatsoever. . (b) Guarantor hereby agrees that upon in the event of (i) default by Borrower in payment or performance of the Guaranteed Obligations, or any part thereof, when such indebtedness or performance becomes due, either by its terms or as the result of the exercise of any power to accelerate; (ii) the failure of Guarantor to perform completely and satisfactorily the Other Borrower covenants, terms and conditions of any of the Guaranteed Obligations; (iii) the death, incompetency, dissolution or insolvency of Guarantor, provided, however, that the death of a Guarantor shall not be an Event of Default if a new guarantor satisfactory to Administrative Agent in its sole discretion assumes the deceased Guarantor’s obligations within sixty (60) days of the death of such Guarantor; (iv) the inability of Guarantor to pay debts as they mature; (v) an assignment by Guarantor for the benefit of creditors; (vi) the institution of any proceeding by or perform against Guarantor in bankruptcy or for a reorganization or an arrangement with creditors, or for the Guaranteed Obligations appointment of a receiver, trustee or custodian for any of them or for any of their respective properties; (vii) the breach of any of the covenants set forth in accordance Sections 18 or 19; (viii) the entry of a judgment against Guarantor for an amount in excess of $1,000,000 and Guarantor shall not discharge the same or cause it to be discharged within sixty (60) days from the entry thereof, or shall not appeal therefrom or from the order, decree or process upon which or pursuant to which said judgment was granted, based or entered, and secure a stay of execution pending such appeal; (ix) a writ or order of attachment, levy or garnishment is issued against Guarantor; (x) the falsity in any material respect of, or any material omission in, any representation made to Administrative Agent and/or Lenders by Guarantor; or (xi) any transfer of assets of any Guarantor, without Administrative Agent’s prior consent (except for transfers in the ordinary course of Guarantor’s business provided that any such transfer is in compliance with applicable Laws and all covenants and agreements by which Guarantor is bound, customary political and charitable contributions, and transfers for which Guarantor receives consideration substantially equivalent to the Other Note, fair market value of the Other Mortgage or transferred asset) (individually and collectively an “Event of Default”); then upon the other Loan Documentsoccurrence of such Event of Default, the Guaranteed Obligations, for purposes of this Guaranty, shall be deemed immediately due and payable by Guarantor at the election of LenderAdministrative Agent, and in addition Guarantor shall, on demand and without presentment, protest, notice of protest, further notice of nonpayment or of dishonor or of dishonor, 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 Administrative Agent and/or Lenders of this Guaranty, and without any notice having been given to Guarantor previous to such demand of the creating or incurring of such indebtedness or of such obligation to perform, all such notices being hereby waived by Guarantor, pay the amount due to Lender Administrative Agent or perform or observe the agreement, covenant, term or condition, as the case may be, and pay all damages and all costs and expenses that may arise in consequence of such Event of Default (including, without limitation, all attorneys’ fees and expenses, investigation costs, court costs, and any and all other costs and expenses incurred by Administrative Agent in connection with the collection and enforcement of the Guaranteed ObligationsNote, this Guaranty or any other Loan Document), whether or not suit is filed thereon, or whether at maturity or by acceleration, or whether before or after maturity, or whether in connection with bankruptcy, insolvency or appeal. It shall not be necessary for LenderAdministrative Agent, 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 on such indebtedness or for such performance, or to enforce the any rights against any of any security that 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 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; provided, however, that nothing herein contained shall prevent Administrative Agent from suing on the Note or foreclosing the Mortgage or from exercising any other rights thereunder, and if such foreclosure or other remedy is availed of, only the net proceeds therefrom, after deduction of all charges and expenses of every kind and nature whatsoever, shall be applied in reduction of the amount due on the Note and Mortgage, and Administrative Agent shall not be required to institute or prosecute proceedings to recover any deficiency as a condition of payment hereunder or enforcement hereof. At any sale of the Property or other collateral given for the Indebtedness or any part thereof, whether by foreclosure or otherwise, Administrative Agent may at its discretion purchase all or any part of the Property or collateral so sold or offered for sale for its own account and may, in payment of the amount bid therefor, deduct such amount from the balance due it pursuant to the terms of the Note, Mortgage and other Loan Documents. (c) 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 Administrative Agent and/or Lenders against any party hereto. Any time that Administrative Agent is entitled to exercise its rights or remedies hereunder, it may in its discretion elect to demand payment and/or performance. If Administrative Agent 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 Administrative Agent 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 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. (a) This Guaranty is an absolute, irrevocable and unconditional guaranty of payment and performancepayment. Guarantor shall be liable liable, with respect to each Mortgage Loan, for the payment and performance of all indebtedness described herein up to the Maximum Amount applicable to such loan (up to such ceiling in the aggregate for all Mortgage Loans, 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 GMACCM to take prior recourse or proceedings against any collateral, security or other party Person whatsoever. . (b) Guarantor hereby agrees that in the event of the occurrence of a default of an obligation of Guarantor hereunder which continues beyond applicable notice and grace periods, if any, (individually and collectively an "Event of Default"), then upon the failure occurrence of the Other Borrower to pay or perform the Guaranteed Obligations in accordance with the Other Note, the Other Mortgage or the other Loan Documentssuch Event of Default, the Guaranteed Obligations, for purposes of this Guaranty, shall be deemed immediately due and payable by Guarantor at the election of LenderGMACCM, 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 nonperformancedefault, or notice of acceleration or of intent to accelerateto, or any other notice whatsoever, without any notice having been given to Guarantor or Mortgagor previous to such demand of the acceptance by Lender GMACCM of this Guaranty, and without any notice having been given to Guarantor or Mortgagor previous to such demand of the creating or incurring of such indebtedness, all such notices being hereby waived by Guarantor, pay all damages and all costs and expenses, up to Lender the then Maximum Amount, that may arise in consequence of any such Event of Default (including any and all costs and expenses incurred by GMACCM in connection with the collection and enforcement of this Guaranty or perform any portion thereof including all of the Guaranteed Obligations. It reasonable attorneys' fees and expenses, investigation costs, and all court costs, whether or not suit is filed hereon, and it shall not be necessary for LenderGMACCM, 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 Mortgagor or others liable for on such performance, indebtedness or to institute suit or pursue or exhaust any rights or remedies against Mortgagor and all other Guarantor or other sureties of the Guaranteed Obligations 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 Mortgagor 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; provided, however, except as specifically set forth above, nothing herein contained shall prevent GMACCM from suing on the Mortgage Note or foreclosing the Mortgage or from exercising, any other rights thereunder, and if such foreclosure or other remedy is availed of, only the net proceeds therefrom, after deduction of all charges and expenses of every kind and nature whatsoever, shall be applied in reduction of the amount due on the Mortgage Note and Mortgage, and GMACCM shall not be required to institute or prosecute proceedings to recover any deficiency or alleged breach of non-recourse covenants or conditions as a condition of payment hereunder or enforcement hereof; provided, however, GMACCM shall use reasonable efforts, taking into account all facts and circumstances, to recover any Loss amount and remit the same to Guarantor. At any sale of the Mortgaged Property or other collateral given for the Indebtedness or any part thereof, whether by foreclosure or otherwise, GMACCM may at its discretion purchase all or any part of the Mortgaged Property or collateral so sold or offered for sale for its own account and may, in payment of the amount bid therefor, deduct such amount from the balance due it pursuant to the terms of the Mortgage Note and Mortgage. (c) Suit may be brought or demand may be made 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 GMACCM against any party hereto. Any time that GMACCM is entitled to exercise its rights or remedies hereunder, it may in its discretion elect to demand payment.

Primary Liability of Guarantor. (a) This Guaranty is an absolute, irrevocable and unconditional guaranty of payment and performancepayment. 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 Person whatsoever (including, without limitation, any balance of any deposit account or credit on the books of Lender in favor of Borrower, Guarantor or any other party whatsoever. Person). (b) Guarantor hereby agrees that upon (i) the occurrence of a default by Guarantor in payment or performance of the Guaranteed Obligations, or any part thereof, when such indebtedness or performance becomes due, either by its terms or as the result of the exercise of any power to accelerate; (ii) the failure of the Other any Guarantor or Borrower to pay or perform completely and satisfactorily the covenants, terms and conditions of any of the Guaranteed Obligations in accordance with the Other Note, the Other Mortgage or the other Loan DocumentsDocuments (subject to any applicable notice and cure periods); (iii) the death, incompetency, dissolution or insolvency of Borrower or any Guarantor; (iv) the inability of Borrower or any Guarantor to pay debts as they mature; (v) an assignment by Borrower or any Guarantor for the benefit of creditors; (vi) the institution of any proceeding by or against Borrower or any Guarantor in bankruptcy or for a reorganization or an arrangement with creditors, or for the appointment of a receiver, trustee or custodian for any of them or for any of their respective properties; or (vii) the falsity in any material respect to, or any material omission in, any representation made to Lender by Borrower or any Guarantor shall, individually and collectively, constitute an “Event of Default,” in addition to those Events of Defaults described in the Loan Agreement. Upon the occurrence of such an Event of Default, 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 accelerateto, notice of existence of the Debt or any amendment or modification of the Debt 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 or of such obligation to perform, all such notices being hereby waived by Guarantor, pay the Guaranteed Obligations 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 remedies against the Other Borrower or others liable on such indebtedness or for such performance, or to enforce the any rights against any of any security that 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 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; provided, however, that nothing herein contained shall prevent Lender from suing on the Note or foreclosing the Security Instrument or from exercising any other rights thereunder, and if such foreclosure or other remedy is availed of, only the net proceeds therefrom, after deduction of all charges and expenses of every kind and nature whatsoever, shall be applied in reduction of the amount due on the Note and Security Instrument, and Lender shall not be required to institute or prosecute proceedings to recover any deficiency as a condition of payment hereunder or enforcement hereof. At any sale of the Property or other collateral given for the Guaranteed Obligations or any part thereof, whether by foreclosure or otherwise, Lender may at its discretion purchase all or any part of the Property or collateral so sold or offered for sale for its own account and may, in payment of the amount bid therefor, deduct such amount from the balance due it pursuant to the terms of the Note and Security Instrument. (c) Suit may be brought or demand may be made 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. During any time that Lender is entitled to exercise its rights or remedies hereunder, it 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. (a) 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, to the extent permitted by applicable law, 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 Agent or any Lender to take prior recourse or proceedings against any collateral, security or other party Person whatsoever. . (b) Guarantor hereby agrees that upon in the failure event of the Other Borrower to pay or perform the Guaranteed Obligations in accordance with the Other Noteany Event of Default, the Other Mortgage or the other Loan DocumentsAgent may, the Guaranteed Obligationsat its option, for purposes itself or on behalf of this Guarantyany or all Lenders, shall be deemed immediately due proceed directly and payable by at once, against Guarantor at the election of Lenderhereunder, and in addition Guarantor shall, on demand and without presentment, protest, notice of protest, further notice of nonpayment or of dishonor or of dishonor, 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 LenderAgent, 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 any other Person liable on such indebtedness or for such performance, or to enforce the any rights against any of any security that shall ever have been given to secure such Loanindebtedness or performance, or to join the Other Borrower or any others other Person 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 or performance of the Guaranteed Obligations; provided, however, that nothing herein contained shall prevent any Lender (to the extent permitted to do so under the Credit Agreement) from suing on such Lender’s Note or Agent from foreclosing upon the Collateral or any other collateral, or from exercising any other rights thereunder or under any other Loan Document, and if such foreclosure or other remedy is availed of, only the net proceeds therefrom, after deduction of all charges and expenses of every kind and nature whatsoever, shall be applied in reduction of the amount due on the Notes, and neither Agent nor any Lender shall be required to institute or prosecute proceedings to recover any deficiency as a condition of payment hereunder or enforcement hereof. At any sale of the Collateral or any other collateral given for the Indebtedness or any part thereof, whether by foreclosure or otherwise, Agent or any Lender may at its discretion purchase all or any part of the Collateral or any other collateral so sold or offered for sale for its own account and may, in payment of the amount bid therefor, deduct such amount from the balance due it pursuant to the terms of such Lender’s respective Note and other Loan Documents. (c) 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 Agent against any party heretothe Guarantor. Any time that Agent is entitled to exercise its rights or remedies hereunder, it may in its discretion elect to demand payment and/or performance. If Agent 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 Agent 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. (a) This Guaranty is an absolute, irrevocable and unconditional guaranty of payment and performancepayment. 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 time and any other 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. . (b) Guarantor hereby agrees that upon the failure occurrence of any act of terrorism and the Other Borrower determination by any applicable insurance company that its policy does not provide coverage related to pay or perform the Guaranteed Obligations in accordance with the Other Note, the Other Mortgage or the other Loan Documentssuch act of terrorism, 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 accelerateto, 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 act of terrorism or the determination by the applicable insurance company creating such obligation to perform, 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 Borrower, Grantor or others liable for such performance, or to enforce the any rights against any of any security that shall ever have been given to secure such Loan, or to join the Other Borrower Borrower, Grantor 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. . (c) 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. (a) 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 privilege, whether existing under statute, at law or in equity, to require Lender Administrative Agent or Lenders to take prior recourse or proceedings against any collateral, security or other party Person (hereinafter defined) whatsoever. . (b) Guarantor hereby agrees that upon in the event of (i) default by Borrower in payment or performance of the Guaranteed Obligations, or any part thereof, when such indebtedness or performance becomes due, either by its terms or as the result of the exercise of any power to accelerate; (ii) the failure of Guarantor to perform completely and satisfactorily the Other Borrower covenants, terms and conditions of any of the Guaranteed Obligations; (iii) the death, incompetency, dissolution or insolvency of Guarantor, provided, however, that the death of a Guarantor shall not be an Event of Default if a new guarantor satisfactory to Administrative Agent in its sole discretion assumes the deceased Guarantor's obligations within sixty (60) days of the death of such Guarantor; (iv) the inability of Guarantor to pay debts as they mature; (v) an assignment by Guarantor for the benefit of creditors; (vi) the institution of any proceeding by or perform against Guarantor in bankruptcy or for a reorganization or an arrangement with creditors, or for the Guaranteed Obligations appointment of a receiver, trustee or custodian for any of them or for any of their respective properties; (vii) the breach of any of the covenants set forth in accordance Sections 18 or 20; (viii) the entry of a judgment against Guarantor for an amount in excess of $1,000,000 and Guarantor shall not discharge the same or cause it to be discharged within sixty (60) days from the entry thereof, or shall not appeal therefrom or from the order, decree or process upon which or pursuant to which said judgment was granted, based or entered, and secure a stay of execution pending such appeal; (ix) a writ or order of attachment, levy or garnishment is issued against Guarantor; (x) the falsity in any material respect of, or any material omission in, any representation made to Administrative Agent and/or Lenders by Guarantor; or (xi) any transfer of assets of any Guarantor, without Administrative Agent's prior consent (except for transfers in the ordinary course of Guarantor's business provided that any such transfer is in compliance with applicable Laws and all covenants and agreements by which Guarantor is bound, customary political and charitable contributions, and transfers for which Guarantor receives consideration substantially equivalent to the Other Note, fair market value of the Other Mortgage or transferred asset) (individually and collectively an "Event of Default"); then upon the other Loan Documentsoccurrence of such Event of Default, the Guaranteed Obligations, for purposes of this Guaranty, shall be deemed immediately due and payable by Guarantor at the election of LenderAdministrative Agent, and in addition Guarantor shall, on demand and without presentment, protest, notice of protest, further notice of nonpayment or of dishonor or of dishonor, 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 Administrative Agent and/or Lenders of this Guaranty, and without any notice having been given to Guarantor previous to such demand of the creating or incurring of such indebtedness or of such obligation to perform, all such notices being hereby waived by Guarantor, pay the amount due to Lender Administrative Agent or perform or observe the agreement, covenant, term or condition, as the case may be, and pay all damages and all costs and expenses that may arise in consequence of such Event of Default (including, without limitation, all attorneys' fees and expenses, investigation costs, court costs, and any and all other costs and expenses incurred by Administrative Agent in connection with the collection and enforcement of the Guaranteed ObligationsNote, this Guaranty or any other Loan Document), whether or not suit is filed thereon, or whether at maturity or by acceleration, or whether before or after maturity, or whether in connection with bankruptcy, insolvency or appeal. It shall not be necessary for LenderAdministrative Agent, 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 on such indebtedness or for such performance, or to enforce the any rights against any of any security that 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 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; provided, however, that nothing herein contained shall prevent Administrative Agent from suing on the Note or foreclosing the Mortgage or from exercising any other rights thereunder, and if such foreclosure or other remedy is availed of, only the net proceeds therefrom, after deduction of all charges and expenses of every kind and nature whatsoever, shall be applied in reduction of the amount due on the Note and Mortgage, and Administrative Agent shall not be required to institute or prosecute proceedings to recover any deficiency as a condition of payment hereunder or enforcement hereof. At any sale of the Property or other collateral given for the Indebtedness or any part thereof, whether by foreclosure or otherwise, Administrative Agent may at its discretion purchase all or any part of the Property or collateral so sold or offered for sale for its own account and may, in payment of the amount bid therefor, deduct such amount from the balance due it pursuant to the terms of the Note, Mortgage and other Loan Documents. (c) 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 Administrative Agent and/or Lenders against any party hereto. Any time that Administrative Agent is entitled to exercise its rights or remedies hereunder, it may in its discretion elect to demand payment and/or performance. If Administrative Agent 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 Administrative Agent 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 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. (a) 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 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 Person (hereinafter defined) whatsoever. . (b) Guarantor hereby agrees that upon in the event of (i) default by Borrower in payment or performance of the Guaranteed Obligations, or any part thereof, when such indebtedness or performance becomes due, either by its terms or as the result of the exercise of any power to accelerate; (ii) the failure of Guarantor to perform completely and satisfactorily the Other Borrower covenants, terms and conditions of any of the Guaranteed Obligations; (iii) the death, incompetency, dissolution or insolvency of Guarantor, provided, however, that the death of a Guarantor shall not be an Event of Default if a new guarantor satisfactory to Lender in its sole discretion assumes the deceased Guarantor’s obligations within sixty (60) days of the death of such Guarantor; (iv) the inability of Guarantor to pay debts as they mature; (v) an assignment by Guarantor for the benefit of creditors; (vi) the institution of any proceeding by or perform against Guarantor in bankruptcy or for a reorganization or an arrangement with creditors, or for the Guaranteed Obligations appointment of a receiver, trustee or custodian for any of them or for any of their respective properties; (vii) the breach of any of the covenants set forth in accordance Sections 18 or 19; (viii) the entry of a judgment against Guarantor for an amount in excess of $1,000,000 and Guarantor shall not discharge the same or cause it to be discharged within sixty (60) days from the entry thereof, or shall not appeal therefrom or from the order, decree or process upon which or pursuant to which said judgment was granted, based or entered, and secure a stay of execution pending such appeal; (ix) a writ or order of attachment, levy or garnishment is issued against Guarantor; (x) the falsity in any material respect of, or any material omission in, any representation made to Lender by Guarantor; or (xi) any transfer of assets of any Guarantor, without Lender’s prior consent (except for transfers in the ordinary course of Guarantor’s business provided that any such transfer is in compliance with applicable Laws and all covenants and agreements by which Guarantor is bound, customary political and charitable contributions, and transfers for which Guarantor receives consideration substantially equivalent to the Other Note, fair market value of the Other Mortgage or transferred asset) (individually and collectively an “Event of Default”); then upon the other Loan Documentsoccurrence of such Event of Default, 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 dishonor, 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 or of such obligation to perform, all such notices being hereby waived by Guarantor, pay the amount due to Lender or perform or observe the agreement, covenant, term or condition, as the case may be, and pay all damages and all costs and expenses that may arise in consequence of such Event of Default (including, without limitation, all attorneys’ fees and expenses, investigation costs, court costs, and any and all other costs and expenses incurred by Lender in connection with the collection and enforcement of the Guaranteed ObligationsNote, this Guaranty or any other Loan Document), whether or not suit is filed thereon, or whether at maturity or by acceleration, or whether before or after maturity, or whether in connection with bankruptcy, insolvency or appeal. 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 on such indebtedness or for such performance, or to enforce the any rights against any of any security that 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 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; provided, however, that nothing herein contained shall prevent Lender from suing on the Note or foreclosing the Mortgage or from exercising any other rights thereunder, and if such foreclosure or other remedy is availed of, only the net proceeds therefrom, after deduction of all charges and expenses of every kind and nature whatsoever, shall be applied in reduction of the amount due on the Note and Mortgage, and Lender shall not be required to institute or prosecute proceedings to recover any deficiency as a condition of payment hereunder or enforcement hereof. At any sale of the Property or other collateral given for the Indebtedness or any part thereof, whether by foreclosure or otherwise, Lender may at its discretion purchase all or any part of the Property or collateral so sold or offered for sale for its own account and may, in payment of the amount bid therefor, deduct such amount from the balance due it pursuant to the terms of the Note, Mortgage and other Loan Documents. (c) 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. Any time that Lender is entitled to exercise its rights or remedies hereunder, it 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. (a) This Guaranty is an absolute, irrevocable irrevocable, and unconditional guaranty of payment and performance. Guarantor is and 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 . (b) 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 Agent without notice or demand, of this Guarantyany kind or nature (except to the extent expressly required by the Loan Documents), 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, Agent or any of the Lenders 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 or others any other Person liable for such performanceon the Guaranteed Obligations, or any part thereof, or to enforce the rights any rights, remedies, powers, privileges, or benefits of Agent or Lenders against any of any security that property, security, or other 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. . (c) Suit may be brought or demand may be made against Guarantor or any other guaranty in favor of Agent (on behalf of Lenders) covering all parties who have signed this Guaranty or any part of the Guaranteed Obligations, or against any one or more of them, separately or together, without impairing the rights of Lender Agent against any party hereto. Any time that Agent is entitled to exercise its rights or remedies hereunder, Agent may in its discretion elect to demand payment and/or performance. If Agent elects to demand performance, then 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 Agent elects to demand payment, then 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. (a) This Guaranty Agreement is an absolute, irrevocable and unconditional guaranty of payment and performance. Guarantor is and shall be liable for the payment and performance of the Guaranteed Obligations, as set forth in this GuarantyGuaranty Agreement, 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 . (b) 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 or others any other Person 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. . (c) Suit may be brought or demand may be made against Guarantor or any other guaranty in favor of Lender covering all parties who have signed this Guaranty 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 heretoGuarantor. Any time that Lender is entitled to exercise its rights or remedies hereunder, Lender may in its sole discretion elect to demand payment and/or performance. If Lender elects to demand performance, then it shall at all times thereafter have the right to also demand payment until all of the Guaranteed Obligations have been paid and performed in full. If Lender elects to demand payment, then it shall at all times thereafter have the right to also demand performance until all of the Guaranteed Obligations have been paid and performed in full.

Primary Liability of Guarantor. (a) 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 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 Person (hereinafter defined) whatsoever. . (b) Guarantor hereby agrees that upon in the event of (i) default by Borrower in payment or performance of the Guaranteed Obligations, or any part thereof, when such indebtedness or performance becomes due, either by its terms or as the result of the exercise of any power to accelerate; (ii) the failure of Guarantor to perform completely and satisfactorily the Other Borrower covenants, terms and conditions of any of the Guaranteed Obligations; (iii) the death, incompetency, dissolution or insolvency of Guarantor; (iv) the inability of Guarantor to pay debts as they mature; (v) an assignment by Guarantor for the benefit of creditors; (vi) the institution of any proceeding by or perform against Guarantor in bankruptcy or for a reorganization or an arrangement with creditors, or for the Guaranteed Obligations appointment of a receiver, trustee or custodian for any of them or for any of their respective properties; (vii) the determination by Lender in accordance with good faith that a material adverse change has occurred in the Other Notefinancial condition of Guarantor; (viii) the entry of a judgment against Guarantor; (ix) a writ or order of attachment, levy or garnishment is issued against Guarantor; (x) the Other Mortgage falsity in any material respect of, or any material omission in, any representation made to Lender by Guarantor; or (xi) any transfer of assets of any Guarantor, without the other Loan DocumentsLender’s prior consent (except for transfers of assets for estate planning purposes valued at less than $50,000 per year per Guarantor, customary political and charitable contributions, and transfers for which the Guarantor receives consideration substantially equivalent to the fair market value of the transferred asset) (individually and collectively an “Event of Default”); then upon the occurrence of such Event of Default, 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 dishonor, 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 or of such obligation to perform, all such notices being hereby waived by Guarantor, pay the amount due to Lender or perform or observe the agreement, covenant, term or condition, as the case may be, and pay all damages and all costs and expenses that may arise in consequence of such Event of Default (including, without limitation, all attorneys’ fees and expenses, investigation costs, court costs, and any and all other costs and expenses incurred by Lender in connection with the collection and enforcement of the Guaranteed ObligationsNote or any other Loan Document), whether or not suit is filed thereon, or whether at maturity or by acceleration, or whether before or after maturity, or whether in connection with bankruptcy, insolvency or appeal. 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 on such indebtedness or for such performance, or to enforce the any rights against any of any security that 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 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; provided, however, that nothing herein contained shall prevent Lender from suing on the Note or foreclosing the Deed of Trust or from exercising any other rights thereunder, and if such foreclo­sure or other remedy is availed of, only the net proceeds there­from, after deduction of all charges and expenses of every kind and nature whatsoever, shall be applied in reduction of the amount due on the Note and Deed of Trust, and Lender shall not be required to institute or prosecute proceedings to recover any deficiency as a condition of payment hereunder or enforcement hereof. At any sale of the Property or other collat­eral given for the Indebtedness or any part thereof, whether by foreclosure or otherwise, Lender may at its discretion purchase all or any part of the Property or collateral so sold or offered for sale for its own account and may, in payment of the amount bid therefor, deduct such amount from the balance due it pursuant to the terms of the Note and Deed of Trust. (c) 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. Any time that Lender is entitled to exercise its rights or remedies hereunder, it 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 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 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 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. (a) This Guaranty is an absolute, irrevocable and unconditional guaranty of payment and performance. , and 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 right to which Guarantor may otherwise have been entitled under any suretyship laws in effect from time to time; including any right or privilegeentitled, whether existing under statute, at law 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 ObligationsPerson. 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 other Person liable on such indebtedness or for such performance, or to enforce the any rights against any of any security that shall ever have been given to secure such Loanindebtedness or performance, or to join the Other Borrower or any others other Person 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 or performance of the Guaranteed Obligations. ; provided, however, that nothing herein contained shall prevent Lender from suing on the Note or foreclosing the Mortgage or exercising any other right under the Loan Documents. (b) Suit may be brought or demand may be made against Borrower or against any or 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. (c) Guarantor shall be liable to Lender for any deficiency (but only to the extent of the Guaranteed Obligations) remaining after foreclosure of any mortgage in real estate or any security interest in personal property granted by Borrower, Guarantor or any third party to Lender to secure repayment of the Guaranteed Obligations and the subsequent sale by Lender of the property subject thereto to a third party (whether at a foreclosure sale or at a sale thereafter by Lender in the event Lender purchases said property at the foreclosure sale) notwithstanding any provision of applicable law which may prevent Lender from obtaining a deficiency judgment against, or otherwise collecting a deficiency from, Borrower, including, without limitation, Minnesota Statutes, Section 582.30.