Common use of Representations, Warranties and Covenants of Guarantor Clause in Contracts

Representations, Warranties and Covenants of Guarantor. Guarantor hereby represents, warrants, and covenants that (a) Guarantor has a financial interest in the Other Borrower and will derive a material and substantial benefit, directly or indirectly, from the making of the Loan to the Other Borrower; (b) this Guaranty is duly authorized and valid, and is binding upon and enforceable against Guarantor; (c) Guarantor is not, and the execution, delivery and performance by Guarantor of this Guaranty will not cause Guarantor to be, in violation of or in default with respect to any law or in default (or at risk of acceleration of indebtedness) under any agreement or restriction by which Guarantor is bound or affected; (d) the Guarantor will indemnify the Lender from any loss, cost or expense as a result of any representation or warranty of the Guarantor being false, incorrect, incomplete or misleading in any material respect; (e) there is no litigation pending or, to the knowledge of Guarantor, threatened before or by any tribunal against or affecting Guarantor which, if adversely determined, would materially affect the ability of Guarantor to perform its obligations hereunder; (f) all financial statements and information heretofore furnished to Lender by Guarantor do, and all financial statements and information hereafter furnished to Lender by Guarantor will, fully and accurately present the condition (financial or otherwise) of Guarantor as of their dates and the results of Guarantor's operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to Lender, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to Lender, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (g) after giving effect to this Guaranty, Guarantor is solvent, and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; (h) Lender has no duty at any time to investigate or inform Guarantor of the financial or business condition or affairs of the Other Borrower or any change therein, and Guarantor will keep fully appraised of the Other Borrower' financial and business condition; (i) Guarantor acknowledges and agrees that Guarantor may be required to pay and perform the Guaranteed Obligations in full without assistance or support from the Other Borrower or any other party; (j) Intentionally deleted; and (k) Guarantor has read and fully understands the provisions contained in the Loan Documents. Guarantor's representations, warranties and covenants are a material inducement to Lender to make the Loan and enter into the Loan Documents, and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting the Other Borrower, Guarantor, any other party, or any security for all or any part of the Guaranteed Obligations.

Representations, Warranties and Covenants of Guarantor. Guarantor hereby represents, warrants, warrants and covenants that to Lender as follows: (a) Guarantor has a financial interest All of the representations and warranties (i) added to Section 3.3 of the Mortgage pursuant to Section 4 of this Agreement and (ii) contained in the Other Borrower Organizational Certificate are true, complete and will derive a material and substantial benefit, directly or indirectly, from the making correct as of the Loan to the Other Borrower; date of this Agreement. (b) this Guaranty is duly authorized The consummation of the Transfer and valid, and is binding upon and enforceable against Guarantor; (c) Guarantor is notthe Assumption, and the execution, delivery and delivery, and/or performance by Guarantor of this Guaranty Agreement, the Loan Modification Documents and the other Loan Documents to which the Guarantor is a party, and the effectiveness of any assignment of any of Guarantor’s rights and interests of any kind to Lender: (i) shall not result in any breach of, or constitute a default under, any mortgage, agreement, or other instrument to which Guarantor is a party or by which Guarantor may be bound or affected, or Guarantor’s certificate of incorporation or by-laws; (ii) do not contravene any applicable law, regulation or order; (iii) require no authorization, approval, consent or other action by, and no notice to or filing with, any court, any governmental authority or regulatory body; (iv) are within the power and authority of Guarantor and have been duly authorized by all necessary action and will not cause violate any provision of the certificate of incorporation, bylaws or other organizational documents of Guarantor; (v) shall not contravene any contractual or other restriction binding on or affecting Guarantor, and (vi) shall not result in or require the creation of any lien, security interest, other charge or encumbrance (other than pursuant hereto) upon or with respect to any of the properties of Guarantor. (c) This Agreement and the other Loan Documents to which Guarantor is a party shall, when delivered, be valid and binding obligations of Guarantor enforceable against Guarantor in accordance with their respective terms, except as limited by equitable principles and bankruptcy, insolvency and similar laws affecting creditors’ rights. (d) Guarantor is a “non-foreign person” within the meaning of Sections 1445 and 7701 of the United States Internal Revenue Code of 1986, as amended, and the regulations issued thereunder. (e) Guarantor has no set-offs, offsets, counterclaims, defenses or other causes of action against Lender or any of Lender’s officers, agents or employees arising out of the indebtedness evidenced by the Note, any action taken or not taken by Lender or any of Lender’s officers, agents or employees with respect to bethe Loan or the Loan Documents, the Transfer, the Assumption, or any modification of the Original Loan Documents, and, to the extent any such set-offs, counterclaims, defenses or other causes of action may exist, whether known or unknown, such items are waived by Guarantor. Guarantor expressly disclaims any reliance on any oral representation made or allegedly made by Lender or any of its officers, agents or employees with respect to the Loan, this Agreement or any of the other Loan Documents. (f) There are no pending or, to Guarantor’s knowledge, threatened litigation, investigations, actions, suits or proceedings (including, without limitation, condemnation proceedings) at law, in violation equity or before or by any court, governmental or quasi-governmental authorities, arbitrator or other authority that, if determined adversely, could affect Guarantor, the Property, the validity or enforceability of the Guaranty (as defined on Exhibit B), the Environmental Indemnity (as defined on Exhibit B) or any of the other Loan Documents or the priority of the lien thereof. Guarantor is not in default with respect to any law order, writ, injunction, decree or in default (or at risk of acceleration of indebtedness) under any agreement or restriction by which Guarantor is bound or affected; (d) the Guarantor will indemnify the Lender from any loss, cost or expense as a result demand of any representation court or warranty of the Guarantor being false, incorrect, incomplete or misleading in any material respect; (e) there is no litigation pending or, to the knowledge of Guarantor, threatened before or by any tribunal against or affecting Guarantor which, if adversely determined, would materially affect the ability of Guarantor to perform its obligations hereunder; (f) all financial statements and information heretofore furnished to Lender by Guarantor do, and all financial statements and information hereafter furnished to Lender by Guarantor will, fully and accurately present the condition (financial or otherwise) of Guarantor as of their dates and the results of Guarantor's operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to Lender, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to Lender, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; governmental authorities. (g) after giving effect to this GuarantyTo Guarantor’s knowledge, Guarantor is solvent, and does not intend to incur no Default or believe that it will incur debts that will be beyond its ability to pay as such debts mature; Event of Default exists under the Loan Documents. (h) Lender The Transfer, the Assumption and the execution of this Agreement and the other Loan Modification Documents have been duly authorized by all necessary corporate, partnership, limited liability company or other action on the part of Borrower, the other Borrowers, Guarantor and the other entities set forth on the organizational chart of Borrower attached to the Organizational Certificate, and the individuals who executed this Agreement have been authorized to execute this Agreement on behalf of Borrower and Guarantor. Guarantor has no duty at any time to investigate or inform Guarantor obtained all consents and approvals required in connection with the Transfer, the Assumption and the execution and delivery of this Agreement, the Guaranty, the Environmental Indemnity and the other Loan Modification Documents and the performance of the financial or business condition or affairs of the Other Borrower or any change thereinNote and Mortgage, as modified by this Agreement, and Guarantor will keep fully appraised of the Other Borrower' financial and business condition; other Loan Modification Documents (i) Guarantor acknowledges and agrees that Guarantor may be required to pay and perform currently complies with ERISA. Neither the Guaranteed Obligations in full without assistance or support from Transfer nor the Other Borrower or Assumption, nor the exercise by Lender of any other party; (j) Intentionally deleted; and (k) Guarantor has read and fully understands the provisions contained in of Lender’s rights under the Loan Documents. Guarantor's representations, warranties and covenants are a material inducement to Lender to make the Loan and enter into the Loan Documents, and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting the Other Borrower, Guarantor, any other partyDocuments constitutes, or any security for all or any part of the Guaranteed Obligationswill constitute, a non-exempt, prohibited transaction under ERISA.

Representations, Warranties and Covenants of Guarantor. Guarantor hereby representsmakes the following representations, warrants, warranties and covenants that (each of which shall remain materially true and correct during the term hereof): (a) Guarantor is duly organized, validly existing and in good standing under the laws of its state of formation, and Guarantor has all requisite right and power to execute and deliver this Guaranty and to perform the Guaranteed Recourse Obligations of Borrower; (b) the execution, delivery and performance of this Guaranty and the incurrence of the Guaranteed Recourse Obligations of Borrower, now or hereafter owing, and the creation of liens on Guarantor’s assets (i) are within the powers of Guarantor and (ii) do not require any approval or consent of, or filing with, any governmental authority or other Person (or such approvals and consents have been obtained) and are not in contravention of any provision of law applicable to Guarantor; (c) this Guaranty and the other Loan Documents to which Guarantor is a party constitute when delivered, valid and binding obligations of Guarantor, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency and other laws affecting creditors’ rights generally and further subject to general principles of equity; (d) Guarantor is not a party to any indenture, loan or credit agreement, or any lease or other agreement or instrument, or subject to any restriction, which is likely to have a Material Adverse Effect; (e) Guarantor has filed all tax returns which are required to be filed (or obtained proper extensions of time for the filing thereof) and has paid, or made adequate provision for the payment of, all taxes which have or may become due pursuant to said returns or to assessments received; (f) the financial statements and other information pertaining to Guarantor submitted to Lender are true, complete and correct in all material respects and do not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein not misleading; (g) there is no litigation, at law or in equity, or any proceeding before any federal, state, provincial or municipal board or other governmental or administrative agency pending or, to the actual knowledge of Guarantor, threatened, or any basis therefor, which involves a risk of any material judgment or liability not fully covered by insurance (other than any deductible) which is likely, in Guarantor’s reasonable judgment, to be adversely determined and if so, would have a Material Adverse Effect, and no judgment, decree, or order of any federal, state, provincial or municipal court, board or other governmental or administrative agency has been issued against Guarantor which has a financial interest in the Other Borrower and will derive a material and substantial benefit, directly or indirectly, from Material Adverse Effect; (h) the making of the Loan to Borrower will result in material benefits to Guarantor. Each of the Other Borrower; (b) this Guaranty is duly authorized representations and valid, and is binding upon and enforceable against Guarantor; (c) covenants of and/or relating to Guarantor is not, and set forth in the execution, delivery and performance other Loan Documents are hereby re-made by Guarantor of this Guaranty will not cause Guarantor to be, in violation of or in default with respect to any law or in default (or at risk of acceleration of indebtedness) under any agreement or restriction and incorporated herein by which Guarantor is bound or affected; (d) the Guarantor will indemnify the Lender from any loss, cost or expense reference as a result of any representation or warranty of the Guarantor being false, incorrect, incomplete or misleading in any material respect; (e) there is no litigation pending or, to the knowledge of Guarantor, threatened before or by any tribunal against or affecting Guarantor which, if adversely determined, would materially affect the ability of Guarantor to perform its obligations hereunder; (f) all financial statements and information heretofore furnished to Lender by Guarantor do, and all financial statements and information hereafter furnished to Lender by Guarantor will, fully and accurately present the condition (financial or otherwise) of Guarantor as of their dates and the results of Guarantor's operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to Lender, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to Lender, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (g) after giving effect to this Guaranty, Guarantor is solvent, and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; (h) Lender has no duty at any time to investigate or inform Guarantor of the financial or business condition or affairs of the Other Borrower or any change therein, and Guarantor will keep fully appraised of the Other Borrower' financial and business conditionset forth herein; (i) Guarantor acknowledges (1) has not entered into this Guaranty or any Loan Document with the actual intent to hinder, delay, or defraud any creditor and agrees that Guarantor may be required to pay and perform (2) has received reasonably equivalent value in exchange for the Guaranteed Recourse Obligations in full without assistance or support from of Borrower hereunder and under the Other Borrower or any other partyLoan Documents.; and (j) Intentionally deleted; and (kGuarantor is not a “foreign person” within the meaning of Section 1445(1)(3) Guarantor has read and fully understands the provisions contained in the Loan Documents. Guarantor's representations, warranties and covenants are a material inducement to Lender to make the Loan and enter into the Loan Documents, and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting the Other Borrower, Guarantor, any other party, or any security for all or any part of the Guaranteed ObligationsInternal Revenue Code.

Representations, Warranties and Covenants of Guarantor. Guarantor hereby represents, warrants, and covenants that (a) Guarantor hereby makes the following representations and warranties, as of the date hereof: (i) Guarantor is duly organized, validly existing and in good standing under the laws of its state of formation, and Guarantor has all requisite right and power to execute and deliver this Guaranty and to perform its obligations under this Guaranty; (ii) the execution, delivery and performance of this Guaranty and the incurrence of the Guaranteed Recourse Obligations of Borrower, will not violate, in any material respect, any provision of law applicable to Guarantor; (iii) [reserved]; (iv) Guarantor is not a party to any indenture, loan or credit agreement, or any lease or other agreement or instrument, or subject to any restriction, which in each case is reasonably likely to have a Material Adverse Effect; (v) Guarantor has filed all material tax returns which are required to be filed (or to the best of its knowledge obtained proper extensions of time for the filing thereof) and has paid, or made adequate provision for the payment of, all taxes which have or may become due pursuant to said returns or to assessments received, except as are being contested in good faith; (vi) the financial interest statements and other information pertaining to Guarantor submitted to Lender are true, complete and correct in all material respects and fairly present the Other Borrower and will derive a material and substantial benefit, directly or indirectly, from financial condition of Guarantor as of the date thereof; (vii) [reserved]; (viii) the making of the Loan to Borrower will result in material benefits to Guarantor; (ix) Guarantor (a) has not entered into this Guaranty or any Loan Document with the Other Borrower; actual intent to hinder, delay, or defraud any creditor and (b) this Guaranty is duly authorized has received reasonably equivalent value in exchange for the obligations of Guarantor hereunder and valid, under the Loan Documents; and is binding upon and enforceable against Guarantor; (cx) Guarantor is not, not a “foreign person” within the meaning of Section 1445(f)(3) of the IRS Code. (b) From the date hereof and until the execution, delivery and performance by Guarantor discharge of this Guaranty will not cause Guarantor to be, in violation of or in default accordance with respect to any law or in default (or at risk of acceleration of indebtedness) under any agreement or restriction by which Guarantor is bound or affected; (d) the Guarantor will indemnify the Lender from any loss, cost or expense as a result of any representation or warranty of the Guarantor being false, incorrect, incomplete or misleading in any material respect; (e) there is no litigation pending or, to the knowledge of Guarantor, threatened before or by any tribunal against or affecting Guarantor which, if adversely determined, would materially affect the ability of Guarantor to perform its obligations hereunder; (f) all financial statements and information heretofore furnished to Lender by Guarantor do, and all financial statements and information hereafter furnished to Lender by Guarantor will, fully and accurately present the condition (financial or otherwise) of Guarantor as of their dates and the results of Guarantor's operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to Lender, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to Lender, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (g) after giving effect to this GuarantySection 7 hereof, Guarantor is solvent, covenants and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; (h) agrees with each Lender has no duty at any time to investigate or inform Guarantor of the financial or business condition or affairs of the Other Borrower or any change therein, and Guarantor will keep fully appraised of the Other Borrower' financial and business condition; that: (i) Guarantor acknowledges will continuously be organized, validly exist and agrees that remain in good standing under the laws of its state of formation; (ii) Guarantor may be required shall not become a party to pay and perform the Guaranteed Obligations in full without assistance any indenture, loan or support from the Other Borrower credit agreement, or any lease or other party; (j) Intentionally deletedagreement or instrument, or subject to any restriction, which is likely to have a Material Adverse Effect; and (kiii) Guarantor has read shall not be a “foreign person” within the meaning of Section 1445(f)(3) of the IRS Code. (c) Each of the representations and fully understands covenants of and/or about Guarantor set forth in Sections 3.2(b), 3.3, 3.13, 3.24, and 3.38, in each case, of the provisions contained Loan Agreement, and in the other Loan Documents. Guarantor's representations, warranties Documents are hereby re-made by Guarantor and covenants are a material inducement to Lender to make the Loan and enter into the Loan Documents, and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting the Other Borrower, Guarantor, any other party, or any security for all or any part of the Guaranteed Obligationsincorporated herein by reference as if fully set forth herein.

Representations, Warranties and Covenants of Guarantor. Guarantor hereby represents, warrants, warrants and covenants that to the Lenders as follows: (a) Guarantor is a corporation duly incorporated, validly existing and in good standing under the laws of Mexico and has the requisite corporate power to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. Guarantor is duly qualified as a financial interest foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except for any jurisdiction(s) (alone or in the Other Borrower and aggregate) in which the failure to be so qualified will derive not have a material and substantial benefit, directly or indirectly, from the making of the Loan to the Other Borrower; Material Adverse Effect. (b) Guarantor has the requisite corporate power and authority to enter into and perform this Guaranty, and each other agreement and document contemplated hereby. The execution, delivery and performance of this Guaranty is by Guarantor and the consummation by it of the transactions contemplated hereby have been duly and validly authorized and validby all necessary corporate action, and no further consent or authorization of Guarantor, its Board of Directors or its stockholders is required. This Guaranty has been duly executed and delivered by Guarantor, and constitutes a valid and binding upon and obligation of Guarantor enforceable against Guarantor; Guarantor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor's rights and remedies or by other equitable principles of general application. (c) Guarantor is notnot insolvent, and Guarantor will not be rendered insolvent by execution of this Guaranty or any other Transaction Document to which Guarantor is a party or by the execution, delivery consummation of the transactions contemplated hereby or thereby. (d) The consummation of the transactions contemplated hereby and the performance by Guarantor of its obligations under this Guaranty or any other Transaction Document to which Guarantor is a party will not cause Guarantor result in any breach of, give rise to bea lien under, in violation or constitute a default under, any mortgage, deed of trust, lease, bank loan or in default with respect to credit agreement, any law or in default (or at risk of acceleration of indebtedness) under any operating agreement, partnership agreement, corporate charter, bylaws, shareholder agreement or restriction other agreement or instrument to which Guarantor is a party or by which Guarantor is or its properties or assets may be bound or affected; (d) the Guarantor will indemnify the Lender from any loss, cost or expense as a result of any representation or warranty of the Guarantor being false, incorrect, incomplete or misleading in any material respect; . (e) Except as disclosed in writing to the Lenders, there is are no litigation pending actions, suits or proceedings pending, or, to the knowledge of Guarantor, threatened against or affecting Guarantor, at law or in equity, before or by any tribunal against governmental authority, and Guarantor is not subject to, in default of or affecting Guarantor whichin violation with respect to any order, if writ, injunction, decree or demand of any court or any governmental authority that could materially adversely determined, would materially affect the ability of Guarantor to perform its Guarantor's obligations hereunder; . (f) all financial statements and information heretofore furnished Guarantor is deriving or expects to Lender by Guarantor do, and all financial statements and information hereafter furnished to Lender by Guarantor will, fully and accurately present the condition (derive a financial or otherwise) of Guarantor as of their dates other advantage from each and every obligation incurred by the results of Guarantor's operations for Borrower to the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to Lender, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to Lender, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; Lenders. (g) after giving effect to this Guaranty, Guarantor is solventhereby acknowledges receipt of copies of, and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; hereby approves, the Purchase Agreement and the other Transaction Documents. (h) Lender has no duty at any time to investigate or inform Guarantor of the financial or business condition or affairs of the Other Borrower or any change therein, and Guarantor will keep fully appraised of the Other Borrower' financial and business condition; (i) Guarantor acknowledges and agrees that the Lenders may apply any payments (other than payments made by Guarantor hereunder) or recoveries received after a default under any of the Transaction Documents to principal, interest, fees, expenses and other sums due with respect to the Loans in such order as may be required to pay and perform the Guaranteed Obligations in full without assistance or support from the Other Borrower or any other party; (j) Intentionally deleted; and (k) Guarantor has read and fully understands the provisions contained provided in the Loan Documents. Guarantor's representationsPurchase Agreement or the other Transaction Documents or, warranties and covenants are a material inducement to Lender to make the Loan and enter into extent not so provided, in such order as the Loan DocumentsLenders, and shall survive the execution hereof and any bankruptcyin their sole discretion, foreclosure, transfer of security or other event affecting the Other Borrower, Guarantor, any other party, or any security for all or any part of the Guaranteed Obligationsmay elect.

Representations, Warranties and Covenants of Guarantor. Guarantor hereby representsmakes the following representations, warrants, warranties and covenants that (each of which shall remain materially true and correct during the term hereof): (a) Guarantor is duly organized, validly existing and in good standing under the laws of its state of formation, and Guarantor has a financial interest in all requisite right and power to execute and deliver this Guaranty and to perform the Other Borrower and will derive a material and substantial benefit, directly or indirectly, from the making Guaranteed Recourse Obligations of the Loan to the Other Borrower; (b) this Guaranty is duly authorized and valid, and is binding upon and enforceable against Guarantor; (c) Guarantor is not, and the execution, delivery and performance by Guarantor of this Guaranty will and the incurrence of the Guaranteed Recourse Obligations of Borrower, now or hereafter owing, (i) are within the powers of Guarantor and (ii) do not cause Guarantor to berequire any approval or consent of, in violation of or in default with respect to filing with, any law governmental authority or in default other Person (or at risk such approvals and consents have been obtained and delivered to the Lender) and are not in contravention of acceleration any provision of indebtednesslaw applicable to Guarantor; (c) under any agreement or restriction by this Guaranty and the other Loan Documents to which Guarantor is bound or affecteda party constitutes when delivered, valid and binding obligations of Guarantor, enforceable in accordance with their respective terms; (d) Guarantor has filed all tax returns which are required to be filed (or obtained proper extensions of time for the Guarantor will indemnify filing thereof) and has paid, or made adequate provision for the Lender from any losspayment of, cost all taxes which have or expense as a result of any representation may become due pursuant to said returns or warranty of the Guarantor being false, incorrect, incomplete or misleading in any material respectto assessments received; (e) the financial statements and other information pertaining to Guarantor submitted to Lender are true, complete and correct in all material respects and do not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein not misleading; (f) there is no litigation litigation, at law or in equity, or any proceeding before any federal, state, provincial or municipal board or other governmental or administrative agency pending or, to the knowledge of Guarantor, threatened before threatened, or any basis therefor, which involves a risk of any material judgment or liability not fully covered by insurance (other than any tribunal against or affecting Guarantor which, deductible) which is likely to be adversely determined and if adversely determinedso, would materially affect the ability of Guarantor to perform its obligations hereunder; (f) all financial statements and information heretofore furnished to Lender by Guarantor dohave a Material Adverse Effect, and all financial statements and information hereafter furnished to Lender by no judgment, decree, or order of any federal, state, provincial or municipal court, board or other governmental or administrative agency has been issued against Guarantor will, fully and accurately present the condition (financial or otherwise) of Guarantor as of their dates and the results of Guarantor's operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to Lender, no material adverse change which has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to Lender, has Guarantor incurred any material liability, direct or indirect, fixed or contingenta Material Adverse Effect; (g) after giving effect the making of the Loan to this Guaranty, Guarantor is solvent, and does not intend Borrower will result in material benefits to incur or believe that it will incur debts that will be beyond its ability to pay as such debts matureGuarantor; (h) Lender Guarantor (i) has no duty at any time to investigate or inform Guarantor of the financial or business condition or affairs of the Other Borrower not entered into this Guaranty or any change thereinLoan Document with the actual intent to hinder, delay, or defraud any creditor and Guarantor will keep fully appraised (ii) has received reasonably equivalent value in exchange for the Guaranteed Recourse Obligations of Borrower hereunder and under the Other Borrower' financial Loan Documents.; and business condition; (i) Guarantor acknowledges is not a “foreign person” within the meaning of Section 1445(1)(3) of the Internal Revenue Code. Each of the representations and agrees that covenants of and/or relating to Guarantor may be required set forth in the other Loan Documents are hereby re-made by Guarantor and incorporated herein by reference as if fully set forth herein. This Guaranty is not subject to pay any right of rescission, setoff, counterclaim or defense (except of payment and perform satisfaction) by Guarantor, nor would the Guaranteed Obligations in full without assistance operation of any of the terms of this Guaranty, or support from the Other Borrower or exercise of any other party; (j) Intentionally deleted; and (k) right hereunder, render the Loan Documents unenforceable. Guarantor has read and fully understands the provisions contained in not asserted any right of rescission, setoff, counterclaim or defense with respect to the Loan Documents. Guarantor's representations, warranties and covenants are a material inducement to Lender to make the Loan and enter into the Loan Documents, and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting the Other Borrower, Guarantor, any other party, or any security for all or any part of the Guaranteed Obligations.

Representations, Warranties and Covenants of Guarantor. Guarantor hereby represents, warrants, and covenants that that: (a) Guarantor has a financial interest (indirectly) in the Other Borrower and will derive a material and substantial benefit, directly or indirectly, from the making of the Loan to Borrower and from the Other Borrowermaking of this Guaranty by Guarantor; (b) this Guaranty is duly authorized and valid, and is binding upon and enforceable against Guarantor; (c) Guarantor is not, and the execution, delivery and performance by Guarantor of this Guaranty will not cause Guarantor to be, in violation of or in default with respect to any law or in default (or at risk of acceleration of indebtedness) under any agreement or restriction by which Guarantor is bound or affected; (d) unless Guarantor is a natural person, Guarantor is duly organized, validly existing, and in good standing under the Guarantor will indemnify the Lender from any loss, cost or expense as a result of any representation or warranty laws of the Guarantor being false, incorrect, incomplete or misleading in any material respectstate of its organization and has full power and authority to enter into and perform this Guaranty; (e) there is no material litigation pending with respect to which process has been served or, to the knowledge of Guarantor, threatened by or before or by any tribunal against or affecting Guarantor which, if adversely determined, would materially affect the have a material adverse effect on Guarantor’s ability of Guarantor to perform its obligations hereunder; (f) all financial statements and information heretofore furnished to Lender Administrative Agent by Guarantor do, and all financial statements and information hereafter furnished to Lender Administrative Agent by Guarantor will, fully and accurately present the condition (financial or otherwise) of Guarantor as of their dates and the results of Guarantor's ’s operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to LenderAdministrative Agent, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to LenderAdministrative Agent, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (g) after giving effect to this Guaranty, Guarantor is solvent, is not engaged or about to engage in business or a transaction for which the property of Guarantor is an unreasonably small capital, and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; and (h) Lender has no duty at any time to investigate or inform Guarantor of the financial or business condition or affairs of the Other Borrower or any change therein, and Guarantor will keep fully appraised of the Other Borrower' financial and business condition; (i) Guarantor acknowledges and agrees that Guarantor may be required to pay and perform the Guaranteed Obligations in full without assistance or support from the Other Borrower or any other party; (j) Intentionally deleted; and (k) Guarantor has read and fully understands the provisions contained in the Note, the Loan Agreement, the Deed of Trust, the Environmental Agreement and the other Loan Documents. Guarantor's ’s representations, warranties and covenants are a material inducement to Lender Administrative Agent to make the Loan and enter into the other Loan DocumentsDocuments and any Swap Contract, and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting the Other Borrower, Guarantor, any other party, or any security for all or any part of the Guaranteed Obligations.

Representations, Warranties and Covenants of Guarantor. Until the Guaranteed Obligations are paid and performed in full and each and every term, covenant and condition of this Guaranty is fully performed, Guarantor hereby represents, warrants, and covenants that that: (a) Guarantor has a financial interest in the Other Borrower and will derive a material and substantial benefit, directly or indirectly, from the making of the Loan to Borrower and from the Other Borrowermaking of this Guaranty by Guarantor; (b) this Guaranty is duly authorized and valid, and is binding upon and enforceable against Guarantor; (c) Guarantor is not, and the execution, delivery and performance by Guarantor of this Guaranty will not cause Guarantor to be, in violation of or in default with respect to any law or in default (or at risk of acceleration of indebtedness) under any agreement or restriction by which Guarantor is bound or affected; (d) unless Guarantor is a natural person, Guarantor is duly organized, validly existing, and in good standing under the Guarantor will indemnify the Lender from any loss, cost or expense as a result of any representation or warranty laws of the Guarantor being false, incorrect, incomplete or misleading in any material respectstate of its organization and has full power and authority to enter into and perform this Guaranty; (e) except as previously disclosed to Lender in writing, there is no litigation pending or, to the knowledge of Guarantor, threatened by or before or by any tribunal against or affecting Guarantor which, if adversely determined, would materially affect the ability of Guarantor to perform its obligations hereunderGuarantor; (f) all financial statements and written information heretofore furnished to Lender by Guarantor do, and all financial statements and written information hereafter furnished to Lender by Guarantor will, fully and accurately accurately, in all material aspects, present the condition (financial or otherwise) of Guarantor as of their dates and the results of Guarantor's ’s operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to Lender, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to Lender, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (g) after giving effect to this Guaranty, Guarantor consolidated with its subsidiaries is solvent, is not engaged or about to engage in business or a transaction for which the property of Guarantor is an unreasonably small capital, and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; (h) Lender has no duty at any time to investigate or inform Guarantor of the financial or business condition or affairs of the Other Borrower or any change therein, and Guarantor will keep fully appraised of the Other Borrower' financial and business condition; (i) Guarantor acknowledges and agrees that Guarantor may be required to pay and perform the Guaranteed Obligations in full without assistance or support from the Other Borrower or any other party; (j) Intentionally deleted; and (k) Guarantor has read and fully understands the provisions contained in the Note, the Loan Agreement, the Security Agreement and the other Loan Documents. No Loan Documents or other document, certificate or written statement (including, without limitation, any financial statements provided to Lender by Guarantor's ) furnished to Lender by or on behalf of Guarantor in connection with the Loan Documents contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein and therein not misleading. Guarantor acknowledges that all such statements, representations and warranties shall be deemed to have been relied upon by Lender as an inducement to make the Loan to Borrower. Guarantor’s representations, warranties and covenants are a material inducement to Lender to make the Loan and enter into the other Loan Documents, and Documents shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting the Other Borrower, Guarantor, any other party, or any security for all or any part of the Guaranteed Obligations.

Representations, Warranties and Covenants of Guarantor. Guarantor hereby represents, warrants, and covenants that (a) Guarantor hereby represents and warrants (i) that it is duly organized and validly existing in good standing under the laws of the jurisdiction under which it is organized and is duly qualified to do business and is in good standing in every other jurisdiction as to which the nature of the business conducted by it makes such qualification necessary, (ii) that it has power and authority to enter into and perform this Guaranty, (iii) that execution, delivery and performance of this Guaranty by it have been duly authorized by proper action and are not in contravention of law or of the terms of its articles of incorporation, by-laws, or any agreement, instrument, indenture or other undertaking to which it is a party or by which it is bound, (iv) that all registrations and approvals of any governmental agency, department or commission necessary for the execution, delivery and performance of this Guaranty and for the validity and enforceability thereof, have been obtained and are in full force and effect, (v) that this Guaranty is the legal, valid and binding obligation of the Guarantor, enforceable against Guarantor, in accordance with its terms, subject to bankruptcy, insolvency and similar laws and to the availability of equitable remedies, (vi) that no legal proceedings are pending, or threatened, before any court or governmental agency which would adversely affect its financial condition, operations or any licenses or its ability to perform under this Guaranty, (vii) that Guarantor has received and reviewed copies of the Loan Documents, (viii) that no Default or Event of Default has occurred and is continuing under this Guaranty, and (ix) that the Guarantor has a financial interest in the Other Borrower Borrowers and the Guarantor has determined that it will derive a material and substantial benefit, directly or indirectly, benefit from the making execution of the Loan to the Other Borrower; Documents. (b) this Guaranty is duly authorized The Guarantor covenants and valid, and is binding upon and enforceable against Guarantor; (c) Guarantor is not, and the execution, delivery and performance by Guarantor of this Guaranty will not cause Guarantor to be, in violation of or in default agrees with respect to any law or in default (or at risk of acceleration of indebtedness) under any agreement or restriction by which Guarantor is bound or affected; (d) the Guarantor will indemnify the Lender from any lossthat, cost or expense as a result of any representation or warranty until the payment in full of the Guarantor being false, incorrect, incomplete or misleading in any material respect; (e) there is no litigation pending or, to the knowledge of Guarantor, threatened before or by any tribunal against or affecting Guarantor which, if adversely determined, would materially affect the ability of Guarantor to perform its obligations hereunder; (f) all financial statements and information heretofore furnished to Lender by Guarantor do, and all financial statements and information hereafter furnished to Lender by Guarantor will, fully and accurately present the condition (financial or otherwise) of Guarantor as of their dates and the results of Guarantor's operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to Lender, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to Lender, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (g) after giving effect to this Guaranty, Guarantor is solvent, and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; (h) Lender has no duty at any time to investigate or inform Guarantor of the financial or business condition or affairs of the Other Borrower or any change therein, and Guarantor will keep fully appraised of the Other Borrower' financial and business condition; (i) Guarantor acknowledges and agrees that Guarantor may be required to pay and perform the Guaranteed Obligations in full without assistance or support from the Other Borrower or any other party; (j) Intentionally deleted; and (k) Guarantor has read and fully understands the provisions contained in the Loan Documents. Guarantor's representations, warranties and covenants are a material inducement to Lender to make the Loan and enter into the Loan Documents, and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting the Other Borrower, Guarantor, any other party, or any security for all or any part of the Guaranteed Obligations.:

Representations, Warranties and Covenants of Guarantor. Guarantor hereby represents, warrants, and covenants that that: (a) Guarantor has a financial interest in the Other Borrower and will derive a material and substantial benefit, directly or indirectly, from the making of the Loan to the Other Borrower; (b) this Guaranty is duly authorized and valid, and is binding upon and enforceable against Guarantor; (cb) Guarantor is not, and the execution, delivery and performance by Guarantor of this Guaranty will not cause Guarantor to be, in violation of or in default with respect to any law or in default (or at risk of acceleration of indebtedness) under any agreement or restriction by which Guarantor is bound or affected; (dc) unless Guarantor is a natural person, Guarantor is duly organized, validly existing, and in good standing under the Guarantor will indemnify the Lender from any loss, cost or expense as a result of any representation or warranty laws of the Guarantor being false, incorrect, incomplete or misleading in any material respectstate of its organization and has full power and authority to enter into and perform this Guaranty; (ed) there is no material litigation pending with respect to which process has been served or, to the knowledge of Guarantor, threatened by or before or by any tribunal against or affecting Guarantor which, if adversely determined, would materially affect the have a material adverse effect on Guarantor’s ability of Guarantor to perform its obligations hereunder; (fe) all financial statements and information heretofore furnished to Lender Administrative Agent by Guarantor do, and all financial statements and information hereafter furnished to Lender Administrative Agent by Guarantor will, fully and accurately present the condition (financial or otherwise) of Guarantor as of their dates and the results of Guarantor's ’s operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to LenderAdministrative Agent, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to LenderAdministrative Agent, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (gf) after giving effect to this Guaranty, Guarantor is solvent, is not engaged or about to engage in business or a transaction for which the property of Guarantor is an unreasonably small capital, and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; (h) Lender has no duty at any time to investigate or inform Guarantor of the financial or business condition or affairs of the Other Borrower or any change therein, and Guarantor will keep fully appraised of the Other Borrower' financial and business condition; (i) Guarantor acknowledges and agrees that Guarantor may be required to pay and perform the Guaranteed Obligations in full without assistance or support from the Other Borrower or any other party; (j) Intentionally deleted; and (kg) Guarantor has read and fully understands the provisions contained in any Note, the Loan Documents. Guarantor's representationsAgreement, warranties the Security Instruments and covenants are a material inducement to Lender to make the Loan and enter into the other Loan Documents, and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting the Other Borrower, Guarantor, any other party, or any security for all or any part of the Guaranteed Obligations.

Representations, Warranties and Covenants of Guarantor. Guarantor hereby represents, warrants, and covenants that (a) Guarantor has a financial interest in the Other Borrower and will derive a material and substantial benefit, directly or indirectly, from Lender accepting the Note from Borrower and from the making of the Loan to the Other Borrowerthis Guaranty by Guarantor; (b) this Guaranty is duly authorized and valid, and is binding upon and enforceable against Guarantor; (c) Guarantor is not, and the execution, delivery and performance by Guarantor of this Guaranty will not cause Guarantor to be, in violation of or in default with respect to any law or in default (or at risk of acceleration of indebtedness) under any agreement or restriction by which Guarantor is bound or affected; (d) the Guarantor has full power and authority to enter into and perform this Guaranty; (e) Guarantor will indemnify the Lender from any loss, cost or expense actually incurred as a result of any representation or warranty of the Guarantor being false, incorrect, incomplete or misleading in any material respect; (e) there is no litigation pending or, to the knowledge of Guarantor, threatened before or by any tribunal against or affecting Guarantor which, if adversely determined, would materially affect the ability of Guarantor to perform its obligations hereunder; (f) all financial statements and information heretofore furnished to Lender by Guarantor do, and all financial statements and information hereafter furnished to Lender by Guarantor will, fully and accurately present the condition (financial or otherwise) of Guarantor as of their dates and the results of Guarantor's operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to Lender, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to Lender, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (g) after giving effect to this Guaranty, Guarantor is solvent, and does not intend to incur or believe that it he will incur debts that will be beyond its his ability to pay as such debts mature; (hg) Lender has no duty at any time to investigate or inform Guarantor of the financial or business condition or affairs of the Other Borrower or any change therein, and Guarantor will keep fully appraised of the Other Borrower' 's financial and business condition; (ih) Guarantor acknowledges and agrees that Guarantor may be required to pay and perform the Guaranteed Obligations in full without assistance or support from the Other Borrower or any other partyperson; (j) Intentionally deleted; and (ki) Guarantor has read and fully understands the provisions contained in the Loan DocumentsNote and the Mortgage. Guarantor shall immediately notify Lender of the occurrence of any material adverse change in the financial condition of Guarantor. Guarantor's representations, warranties and covenants are a material inducement to Lender to make accept the Loan and enter into the Loan Documents, Note from Borrower and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting Borrower, Guarantor, any other party, or any security for all or any part of the Other Guaranteed Obligations. Guarantor’s representations, warranties and covenants are a material inducement to Lender to accept the Note from Borrower and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting Borrower, Guarantor, any other party, or any security for all or any part of the Guaranteed Obligations.

Representations, Warranties and Covenants of Guarantor. Guarantor hereby represents, warrants, and covenants that (a) Guarantor hereby makes the following representations and warranties as of the date hereof: (i) Guarantor is duly organized, validly existing and in good standing under the laws of its state of formation, and Guarantor has all requisite right and power to execute and deliver this Guaranty and to perform its obligations under this Guaranty; (ii) the execution, delivery and performance of this Guaranty and the incurrence of the Guaranteed Obligations, will not violate, in any material respect, any provision of law applicable to Guarantor; (iii) [reserved]; (iv) Guarantor is not a party to any indenture, loan or credit agreement, or any lease or other agreement or instrument, or subject to any restriction, which in each case is reasonably likely to have a Material Adverse Effect; (v) Guarantor has filed all material tax returns which are required to be filed (or to the best of its knowledge obtained proper extensions of time for the filing thereof) and has paid, or made adequate provision for the payment of, all taxes which have or may become due pursuant to said returns or to assessments received, except as are being contested in good faith; (vi) the financial interest statements and other information pertaining to Guarantor submitted to Lender are true, complete and correct in all material respects and fairly present the Other Borrower and will derive a material and substantial benefit, directly or indirectly, from financial condition of Guarantor as of the date thereof; (vii) [reserved]; (viii) the making of the Loan to Borrower will result in material benefits to Guarantor; (ix) Guarantor (a) has not entered into this Guaranty or any Loan Document with the Other Borrower; actual intent to hinder, delay, or defraud any creditor and (b) this Guaranty is duly authorized has received reasonably equivalent value in exchange for the obligations of Guarantor hereunder and valid, under the Loan Documents; and is binding upon and enforceable against Guarantor; (cx) Guarantor is not, not a “foreign person” within the meaning of Section 1445(1)(3) of the Internal Revenue Code. (b) From the date hereof and until the execution, delivery and performance by Guarantor discharge of this Guaranty will not cause Guarantor to be, in violation of or in default accordance with respect to any law or in default (or at risk of acceleration of indebtedness) under any agreement or restriction by which Guarantor is bound or affected; (d) the Guarantor will indemnify the Lender from any loss, cost or expense as a result of any representation or warranty of the Guarantor being false, incorrect, incomplete or misleading in any material respect; (e) there is no litigation pending or, to the knowledge of Guarantor, threatened before or by any tribunal against or affecting Guarantor which, if adversely determined, would materially affect the ability of Guarantor to perform its obligations hereunder; (f) all financial statements and information heretofore furnished to Lender by Guarantor do, and all financial statements and information hereafter furnished to Lender by Guarantor will, fully and accurately present the condition (financial or otherwise) of Guarantor as of their dates and the results of Guarantor's operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to Lender, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to Lender, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (g) after giving effect to this GuarantySection 7 hereof, Guarantor is solvent, covenants and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; (h) agrees with Lender has no duty at any time to investigate or inform Guarantor of the financial or business condition or affairs of the Other Borrower or any change therein, and Guarantor will keep fully appraised of the Other Borrower' financial and business condition; that: (i) Guarantor acknowledges will continuously be organized, validly exist and agrees that remain in good standing under the laws of its state of formation; (ii) Guarantor may be required shall not become a party to pay and perform the Guaranteed Obligations in full without assistance any indenture, loan or support from the Other Borrower credit agreement, or any lease or other party; (j) Intentionally deletedagreement or instrument, or subject to any restriction, which is likely to have a Material Adverse Effect; and (kiii) shall not be a “foreign person” within the meaning of Section 1445(1)(3) of the Internal Revenue Code. (c) Each of the representations and covenants of and/or about Guarantor has read set forth Sections 3.2, 3.3, 3.13, 3.24, 3.30, 3.35, 4.8 and fully understands 11.1, and Article 6, in each case, of the provisions contained Loan Agreement, and in the other Loan Documents. Guarantor's representations, warranties Documents are hereby re-made by Guarantor and covenants are a material inducement to Lender to make the Loan and enter into the Loan Documents, and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting the Other Borrower, Guarantor, any other party, or any security for all or any part of the Guaranteed Obligationsincorporated herein by reference as if fully set forth herein.

Representations, Warranties and Covenants of Guarantor. Guarantor hereby represents, warrants, and covenants to Administrative Agent and the Lenders that (a) Guarantor has a financial owns, directly or indirectly, an interest in the Other Borrower and will derive a material and substantial benefit, directly or indirectly, from the making of the Loan to Borrower and from the Other Borrowermaking of this Guaranty by Guarantor; (b) this Guaranty is duly authorized and valid, and is binding upon and enforceable against Guarantor; (c) Guarantor is not, and the execution, delivery and performance by Guarantor of this Guaranty will not cause Guarantor to be, in violation of or in default with respect to any law or in default (or at risk of acceleration of indebtedness) under any agreement or restriction by which Guarantor is bound or affected; (d) Guarantor is duly organized, validly existing, and in good standing under the laws of the state of its organization and has full power and authority to enter into and perform this Guaranty; (e) Guarantor will indemnify Administrative Agent and the Lender Lenders from any loss, cost or expense as a result of any representation or warranty of the Guarantor being false, incorrect, incomplete or misleading in any material respect; (ef) there is no litigation pending or, to the knowledge of Guarantor, threatened before or by any tribunal against or affecting Guarantor which, if adversely determined, would materially affect the ability of Guarantor to perform its obligations hereunderGuarantor; (fg) all financial statements and information regarding Guarantor heretofore furnished to Lender Administrative Agent by Guarantor do, and all financial statements and such information hereafter furnished to Lender Administrative Agent by Guarantor will, fully fairly and accurately present the condition (financial or otherwise) of Guarantor as of their dates and the results of Guarantor's ’s operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to LenderAdministrative Agent, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to LenderAdministrative Agent, has Guarantor incurred any material liability, direct or indirect, fixed or contingentcontingent except liabilities incurred in the ordinary course of business; (gh) after giving effect to this Guaranty, Guarantor is solvent, is not engaged or about to engage in business or a transaction for which the property of Guarantor is an unreasonably small capital, and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; (hi) Lender has no neither Administrative Agent nor the Lenders have any duty at any time to investigate or inform Guarantor of the financial or business condition or affairs of the Other Borrower or any change therein, and Guarantor will keep fully appraised apprised of the Other Borrower' ’s financial and business condition; (ij) Guarantor acknowledges and agrees that Guarantor may be required to pay and perform the Guaranteed Obligations in full without assistance or support from the Other Borrower or any other party; (j) Intentionally deletedPerson; and (k) Guarantor has read and fully understands the provisions contained in the Note, the Loan Agreement, the Deed of Trust, and the other Loan Documents. Guarantor's ’s representations, warranties and covenants are a material inducement to Lender Administrative Agent and the Lenders to make the Loan and enter into the other Loan Documents, Documents and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting the Other Borrower, Guarantor, any other party, or any security for all or any part of the Guaranteed Obligations.

Representations, Warranties and Covenants of Guarantor. Guarantor hereby represents, warrants, and covenants that that: (a) Guarantor has a financial interest in the Other Borrower and will derive a material and substantial benefit, directly or indirectly, from the making of the Loan to Borrower and from the Other Borrower; making of this Guaranty by Guarantor; (b) this Guaranty is duly authorized and valid, and is binding upon and enforceable against Guarantor; ; (c) Guarantor is not, and the execution, delivery and performance by Guarantor of this Guaranty will not cause Guarantor to be, in violation of or in default with respect to any law or in default (or at risk of acceleration of indebtedness) under any agreement or restriction by which Guarantor is bound or affected; ; (d) the Guarantor will indemnify the Lender from any loss, cost or expense as a result of any representation or warranty of the Guarantor being false, incorrect, incomplete or misleading in any material respect; ; (e) there is no litigation pending or, to the knowledge of Guarantor, threatened before or by any tribunal against or affecting Guarantor which, if adversely determined, which would materially affect the have a material adverse Impact on Guarantor's ability of Guarantor to pay and perform its obligations hereunder; under this Guaranty; (f) all financial statements and information heretofore furnished to Lender by Guarantor do, and all financial statements and information hereafter furnished to Lender by Guarantor will, fully and accurately present the condition (financial or otherwise) of Guarantor as of their dates and the results of Guarantor's ’s operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to Lender, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to Lender, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; ; (g) after giving effect to this Guaranty, Guarantor is solvent, is not engaged or about to engage in business or a transaction for which the property of Guarantor is an unreasonably small capital, and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; ; (h) Lender has no duty at any time to investigate or inform Guarantor of the financial or business condition or affairs of the Other Borrower or any change therein, and Guarantor will keep fully appraised apprised of the Other Borrower' ’s financial and business condition; ; (i) Guarantor acknowledges and agrees that Guarantor may be required to pay and perform the Guaranteed Obligations in full without assistance or support from the Other Borrower or any other partyperson or entity; and (j) Intentionally deleted; and (k) Guarantor has read and fully understands the provisions contained in the Note and the other Loan DocumentsDocuments and is satisfied with the same in all respects. Guarantor's ’s representations, warranties and covenants are a material inducement to Lender to make the Loan and enter into the other Loan Documents, Documents and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting the Other Borrower, Guarantor, any other party, or any security for all or any part of the Guaranteed Obligations.

Representations, Warranties and Covenants of Guarantor. Guarantor hereby represents, warrants, and covenants that (a) Guarantor has a financial interest in the Other Borrower corporate power and will derive a material authority and substantial benefit, directly or indirectly, from the making of the Loan legal right to the Other Borrower; execute and deliver and to perform its under this Agreement; (b) this Guaranty is duly authorized and valid, and is binding upon and enforceable against Guarantor; (c) Guarantor is not, and the The execution, delivery and performance of this Agreement by Guarantor of this Guaranty will not cause violate any provision of any requirement of law binding on Guarantor, organizational document or contractual obligation of Guarantor in any respect and will not result in or require the creation or imposition of any lien or encumbrance upon any of its properties or revenues of Guarantor pursuant to beany such requirement of law, organizational document or contractual obligation, in violation of any such case, which violation, lien or in default with respect to any law or in default (or at risk of acceleration of indebtedness) under any agreement or restriction by which Guarantor is bound or affected; (d) the Guarantor encumbrance will indemnify the Lender from any loss, cost or expense as have a result of any representation or warranty of the Guarantor being false, incorrect, incomplete or misleading in any material respect; (e) there is no litigation pending or, to the knowledge of Guarantor, threatened before or by any tribunal against or affecting Guarantor which, if adversely determined, would materially adverse affect on the ability of Guarantor to perform under this Agreement; (c) This Agreement has been duly executed and delivered on behalf of the Guarantor and constitutes a legal, valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its obligations hereunder; terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws relating to or affecting creditors’ rights generally from time to time in effect and to general principles of equity (including concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding in equity or at law. (d) No consent or authorization of, filing with or other act by or in respect of any arbitrator or governmental authority, and no consent of any other person or entity (including any creditor of the Guarantor), is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement. (e) To Guarantor’s knowledge, there are no actions, suits or proceedings pending or, to the best knowledge of the Guarantor, threatened against or affecting the Guarantor or any property of the Guarantor before any court, or governmental authority, which, if determined adversely to the Guarantor, would have a material adverse affect on its financial position. (f) all financial statements The execution, delivery and information heretofore furnished to Lender performance of this Agreement by Guarantor do, and all financial statements and information hereafter furnished will not violate or cause a default under any provision of any guaranty or agreement to Lender by which Guarantor will, fully and accurately present the condition is subject. (financial or otherwiseg) Guarantor is currently informed of Guarantor as of their dates and the results of Guarantor's operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to Lender, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to Lender, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (g) after giving effect to this Guaranty, Guarantor is solvent, Borrower and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; (h) Lender has no duty at any time to investigate or inform Guarantor of all other circumstances which a diligent inquiry would reveal and which bear upon the risk of nonpayment of the financial or business condition or affairs of the Other Borrower or any change therein, Guaranteed Obligations. Guarantor further represents and Guarantor will keep fully appraised of the Other Borrower' financial and business condition; (i) Guarantor acknowledges and agrees warrants to Lender that Guarantor may be required to pay and perform the Guaranteed Obligations in full without assistance or support from the Other Borrower or any other party; (j) Intentionally deleted; and (k) Guarantor has read and fully understands the provisions contained in terms and conditions of the Loan Documents. Guarantor's representationsGuarantor hereby covenants that Guarantor will continue to keep informed of Xxxxxxxx’s financial condition, warranties and covenants are a material inducement to Lender to make the Loan and enter into the Loan Documentsfinancial condition of other guarantors, if any, and shall survive of all other circumstances which bear upon the execution hereof and any bankruptcy, foreclosure, transfer risk of security nonpayment or other event affecting the Other Borrower, Guarantor, any other party, or any security for all or any part nonperformance of the Guaranteed Obligations. (h) To the Guarantor’s knowledge, no information, exhibit or report furnished by the Guarantor to Lender in connection with the negotiation of this Agreement contained as of the date thereof, or, if there be no such date, the date of furnishing thereof, any material misstatement of fact or omitted to state a material fact or any fact necessary to make the statements contained therein not misleading. (i) Guarantor covenants and agrees that: (1) It will be an event of default under this Guaranty if at all times during the term of this Guaranty, as tested at the end of each fiscal quarter, the Consolidated Group (as hereinafter defined) shall not be and remain in compliance with the following net worth requirement (the “Minimum Net Worth Requirements”):

Representations, Warranties and Covenants of Guarantor. Guarantor hereby represents, warrants, and covenants that (a) Guarantor has a financial interest in the Other Borrower and will expects to derive a material and substantial benefit, directly or indirectly, from the making of the Loan to Borrower and from the Other Borrowermaking of this Guaranty by Guarantor; (b) this Guaranty is duly authorized and valid, and is binding upon and enforceable against Guarantor; (c) Guarantor is not, and the execution, delivery and performance by Guarantor of this Guaranty will not cause Guarantor to be, in violation of or in default with respect to any law or in default (or at risk of acceleration of indebtedness) under any agreement or restriction by which Guarantor is bound or affected; and (d) the Guarantor will indemnify the Lender from any loss, cost or expense as a result of any representation or warranty of the Guarantor being false, incorrect, incomplete or misleading in any material respect; (e) there is no litigation pending or, has full power and authority to enter into and perform this Guaranty. In addition to the knowledge of Guarantorforegoing, threatened before or by any tribunal against or affecting Guarantor which, if adversely determined, would materially affect the ability of Guarantor to perform its obligations hereunder; (f) all financial statements represents and information heretofore furnished warrants to Lender by that Guarantor dohas established adequate means of obtaining from Borrower, on a continuing basis, financial and other information pertaining to the business, operations and condition (financial and otherwise) of Borrower and its properties, and all Guarantor now is and hereafter will be completely familiar with the businesses, operations and condition (financial statements and information hereafter furnished otherwise) of Borrower and its properties. Guarantor hereby expressly waives and relinquishes any duty on the part of Lender (should any such duty exist) to Lender by disclose to Guarantor willany matter, fully and accurately present fact or thing related to the businesses, operations or condition (financial or otherwise) of Guarantor as Borrower or its properties, whether now known or hereafter known by Lender during the life of their dates and the results of Guarantor's operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to Lender, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to Lender, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (g) after giving effect to this Guaranty, Guarantor is solvent, and does not intend . With respect to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; (h) Lender has no duty at any time to investigate or inform Guarantor of the financial or business condition or affairs of the Other Borrower or any change therein, and Guarantor will keep fully appraised of the Other Borrower' financial and business condition; (i) Guarantor acknowledges and agrees that Guarantor may be required to pay and perform the Guaranteed Obligations in full without assistance or support from the Other Borrower or any other party; (j) Intentionally deleted; and (k) Guarantor has read and fully understands the provisions contained in the Loan Documents. Guarantor's representations, warranties and covenants are a material inducement to Lender to make the Loan and enter into the Loan Documents, and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting the Other Borrower, Guarantor, any other party, or any security for all or any part of the Guaranteed Obligations, Lender need not inquire into the powers of Borrower or the members or employees acting or purporting to act on Borrower’s behalf, and all Guaranteed Obligations made or created in good faith reliance upon the professed exercise of such powers shall be secured hereby.

Representations, Warranties and Covenants of Guarantor. Guarantor hereby represents, warrants, and covenants to Administrative Agent and the other Lenders that (a) Guarantor has a financial interest in the Other is wholly owned by Borrower and Guarantor will derive a material and substantial benefit, directly or indirectly, from the making of the Loan to Borrower and from the Other Borrowermaking of this Guaranty by Guarantor; (b) this Guaranty is duly authorized and valid, and is binding upon and enforceable against Guarantor; (c) Guarantor is not, and the execution, delivery and performance by Guarantor of this Guaranty will not cause Guarantor to be, in violation of or in default with respect to any law or in default (or at risk of subject to acceleration of indebtedness) under any agreement or restriction by which Guarantor is bound or affected; (d) Guarantor is duly organized, validly existing, and in good standing under the Guarantor will indemnify the Lender from any loss, cost or expense as a result of any representation or warranty laws of the Guarantor being false, incorrect, incomplete or misleading in any material respectstate of its organization and has full limited partnership power and authority to enter into and perform this Guaranty; (e) there is no litigation pending or, to the knowledge of Guarantor, threatened before or by any tribunal against or affecting Guarantor which, if adversely determined, would materially affect the ability of Guarantor that is reasonably likely to perform its obligations hereunderhave a Material Adverse Effect; (f) all financial statements and information heretofore furnished to Lender Administrative Agent by Guarantor do, and all financial statements and information hereafter furnished to Lender Administrative Agent by Guarantor will, fully and accurately present present, in all material respects, the financial condition (financial or otherwise) of Guarantor as of their dates and the results of Guarantor's operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to LenderAdministrative Agent, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to LenderAdministrative Agent, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (g) after giving effect to this Guaranty, Guarantor is solvent, is not engaged or about to engage in business or a transaction for which the property of Guarantor is an unreasonably small capital, and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; (h) Lender has Lenders have no duty at any time to investigate or inform Guarantor of the financial or business condition or affairs of the Other Borrower or any change therein, and Guarantor will keep fully appraised apprised of the Other Borrower' 's financial and business condition; (i) Guarantor acknowledges and agrees that Guarantor may be required to pay and perform the Guaranteed Obligations in full without assistance or support from the Other Borrower or any other party; (j) Intentionally deletedPerson; and (kj) Guarantor has read and fully understands the provisions contained in the Note, the Credit Agreement and the other Loan Documents. Guarantor's representations, warranties and covenants are a material inducement to Lender Lenders to make the Loan and enter into the other Loan Documents, Documents and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting the Other Borrower, Guarantor, any other party, or any security for all or any part of the Guaranteed Obligations.

Representations, Warranties and Covenants of Guarantor. Guarantor hereby represents, warrants, and covenants that (a) Guarantor hereby makes the following representations and warranties as of the date hereof: (i) Guarantor is duly organized, validly existing and in good standing under the laws of its state of formation, and Guarantor has all requisite right and power to execute and deliver this Guaranty and to perform its obligations under this Guaranty; (ii) the execution, delivery and performance of this Guaranty and the incurrence of the Guaranteed Obligations, will not violate, in any material respect, any provision of law applicable to Guarantor; (iii) [reserved]; (iv) Guarantor is not a party to any indenture, loan or credit agreement, or any lease or other agreement or instrument, or subject to any restriction, which in each case is reasonably likely to have a Material Adverse Effect; (v) Guarantor has filed all material tax returns which are required to be filed (or to the best of its knowledge obtained proper extensions of time for the filing thereof) and has paid, or made adequate provision for the payment of, all taxes which have or may become due pursuant to said returns or to assessments received, except as are being contested in good faith; (vi) the financial interest statements and other information pertaining to Guarantor submitted to Administrative Agent are true, complete and correct in all material respects and fairly present the Other Borrower and will derive a material and substantial benefit, directly or indirectly, from financial condition of Guarantor as of the date thereof; (vii) [reserved]; (viii) the making of the Loan to Borrower will result in material benefits to Guarantor; (ix) Guarantor (a) has not entered into this Guaranty or any Loan Document with the Other Borrower; actual intent to hinder, delay, or defraud any creditor and (b) this Guaranty is duly authorized has received reasonably equivalent value in exchange for the obligations of Guarantor hereunder and valid, under the Loan Documents; and is binding upon and enforceable against Guarantor; (cx) Guarantor is not, not a “foreign person” within the meaning of Section 1445(1)(3) of the Internal Revenue Code. (b) From the date hereof and until the execution, delivery and performance by Guarantor discharge of this Guaranty will not cause Guarantor to be, in violation of or in default accordance with respect to any law or in default (or at risk of acceleration of indebtedness) under any agreement or restriction by which Guarantor is bound or affected; (d) the Guarantor will indemnify the Lender from any loss, cost or expense as a result of any representation or warranty of the Guarantor being false, incorrect, incomplete or misleading in any material respect; (e) there is no litigation pending or, to the knowledge of Guarantor, threatened before or by any tribunal against or affecting Guarantor which, if adversely determined, would materially affect the ability of Guarantor to perform its obligations hereunder; (f) all financial statements and information heretofore furnished to Lender by Guarantor do, and all financial statements and information hereafter furnished to Lender by Guarantor will, fully and accurately present the condition (financial or otherwise) of Guarantor as of their dates and the results of Guarantor's operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to Lender, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to Lender, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (g) after giving effect to this GuarantySection 7 hereof, Guarantor is solvent, covenants and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; (h) agrees with Administrative Agent and each Lender has no duty at any time to investigate or inform Guarantor of the financial or business condition or affairs of the Other Borrower or any change therein, and Guarantor will keep fully appraised of the Other Borrower' financial and business condition; that: (i) Guarantor acknowledges will continuously be organized, validly exist and agrees that remain in good standing under the laws of its state of formation; (ii) Guarantor may be required shall not become a party to pay and perform the Guaranteed Obligations in full without assistance any indenture, loan or support from the Other Borrower credit agreement, or any lease or other party; (j) Intentionally deletedagreement or instrument, or subject to any restriction, which is likely to have a Material Adverse Effect; and (kiii) shall not be a “foreign person” within the meaning of Section 1445(1)(3) of the Internal Revenue Code. (c) Each of the representations and covenants of and/or about Guarantor has read set forth Sections 3.2, 3.3, 3.13, 3.24, 3.30, 3.35, 4.8, 8.9 and fully understands 11.1, and Article 6, in each case, of the provisions contained Loan Agreement, and in the other Loan Documents. Guarantor's representations, warranties Documents are hereby re-made by Guarantor and covenants are a material inducement to Lender to make the Loan and enter into the Loan Documents, and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting the Other Borrower, Guarantor, any other party, or any security for all or any part of the Guaranteed Obligationsincorporated herein by reference as if fully set forth herein.

Representations, Warranties and Covenants of Guarantor. In order to induce NYSERDA to enter into the purchase of ORECs pursuant to the Agreement, Guarantor hereby represents, warrants, warrants and covenants that that: Guarantor (ai) is a duly organized and validly existing corporation, partnership, or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization and (ii) has the corporate, trust, partnership or limited liability company power and authority, as the case may be, to own its property and assets and to transact the business in which it is engaged and presently proposes to engage; Guarantor has a financial interest in the Other Borrower corporate, trust, partnership or limited liability company power and will derive a material authority, as the case may be, to execute, deliver and substantial benefit, directly or indirectly, from perform the making terms and provisions of the Loan to the Other Borrower; (b) this Guaranty is duly authorized and validhas taken all necessary corporate, and is binding upon and enforceable against Guarantor; (c) Guarantor is nottrust, and partnership or limited liability company action, as the case may be, to authorize the execution, delivery and performance by it of this Guaranty; Guarantor has duly executed and delivered this Guaranty, and this Guaranty constitutes the legal, valid and binding obligation of such Guarantor enforceable in accordance with its terms; neither the execution, delivery or performance by Guarantor of this Guaranty Guaranty, nor compliance by it with the terms and provisions hereof, will not cause Guarantor to be(i) contravene any provision of any applicable law, statute, rule or regulation or any applicable order, writ, injunction or decree of any court or governmental instrumentality or (ii) conflict with, violate or result in violation any breach of any of the terms, covenants, conditions or in provisions of, or constitute a default with respect to any law or in default (or at risk of acceleration of indebtedness) under any agreement agreement, contract or restriction by instrument to which Guarantor is bound a party, except where non-compliance would not reasonably be expected to have a material adverse effect upon the legality, validity, binding effect or affectedenforceability against Guarantor of this Guaranty; and no order, consent, approval, license, authorization or validation of, or filing, recording or registration with (dexcept as have been obtained or made prior to the date when required and which remain in full force and effect), or exemption by, any governmental or public body or authority, or any subdivision thereof, is required to authorize, or is required in connection with, (i) the execution, delivery and performance of this Guaranty by such Guarantor will indemnify or (ii) the Lender from any losslegality, cost validity, binding effect or expense as a result enforceability of any representation or warranty of the Guarantor being false, incorrect, incomplete or misleading in any material respect; (e) there is no litigation pending or, to the knowledge of Guarantor, threatened before or by any tribunal against or affecting Guarantor which, if adversely determined, would materially affect the ability of Guarantor to perform its obligations hereunder; (f) all financial statements and information heretofore furnished to Lender by Guarantor do, and all financial statements and information hereafter furnished to Lender by Guarantor will, fully and accurately present the condition (financial or otherwise) of Guarantor as of their dates and the results of Guarantor's operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to Lender, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to Lender, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (g) after giving effect to this Guaranty, Guarantor is solventin each case, and does except where non-compliance would not intend reasonably be expected to incur have a material adverse effect upon the legality, validity, binding effect or believe that it will incur debts that will be beyond its ability to pay as such debts mature; (h) Lender has no duty at any time to investigate or inform enforceability against Guarantor of the financial or business condition or affairs of the Other Borrower or any change therein, and Guarantor will keep fully appraised of the Other Borrower' financial and business condition; (i) Guarantor acknowledges and agrees that Guarantor may be required to pay and perform the Guaranteed Obligations in full without assistance or support from the Other Borrower or any other party; (j) Intentionally deleted; and (k) Guarantor has read and fully understands the provisions contained in the Loan Documents. Guarantor's representations, warranties and covenants are a material inducement to Lender to make the Loan and enter into the Loan Documents, and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting the Other Borrower, Guarantor, any other party, or any security for all or any part of the Guaranteed Obligationsthis Guaranty.

Representations, Warranties and Covenants of Guarantor. Guarantor hereby represents, warrants, and covenants that (a) Guarantor has a financial interest in the Other Borrower Borrower, is (directly or indirectly) a member of Borrower, and will derive a material and substantial benefit, directly or indirectly, from the making of the Loan to Borrower and from the Other Borrowermaking of this Guaranty by Guarantor; (b) this Guaranty is duly authorized and valid, and is binding upon and enforceable against Guarantor; (c) Guarantor is not, and the execution, delivery and performance by Guarantor of this Guaranty will not cause Guarantor to be, in violation of or in default with respect to any law or in default (or at risk of acceleration of indebtedness) under any agreement or restriction by which Guarantor is bound or affected; (d) Guarantor is duly organized, validly existing, and in good standing under the laws of the state of its organization and under such laws, and has full power and authority to enter into and perform this Guaranty; (e) the Guarantor will indemnify the Lender Lenders and Administrative Agent from any loss, cost or expense as a result of any representation or warranty of the Guarantor being false, incorrect, incomplete or misleading in any material respect; (ef) there is no litigation pending or, to the knowledge of Guarantor, threatened before or by any tribunal against or affecting Guarantor which, if adversely determined, would materially affect the ability of Guarantor to perform its obligations hereunder[reserved]; (fg) all financial statements and information heretofore furnished to Lender Administrative Agent by Guarantor do, and all financial statements and information hereafter furnished to Lender Administrative Agent by Guarantor will, fully and accurately present the financial condition (financial or otherwise) of Guarantor as of their dates and the results of Guarantor's operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to LenderAdministrative Agent, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to Lender, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (gh) after giving effect to this Guaranty, Guarantor is solvent, is not engaged or about to engage in business or a transaction for which the property of Guarantor is an unreasonably small capital, and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; (hi) Lender has Administrative Agent and Lenders have no duty at any time to investigate or inform Guarantor of the financial or business condition or affairs of the Other Borrower or any change therein, and Guarantor will keep fully appraised of the Other Borrower' 's financial and business condition; (ij) Guarantor acknowledges and agrees that Guarantor may be required to pay and perform the Guaranteed Obligations in full without assistance or support from the Other Borrower or any other party; (j) Intentionally deletedPerson; and (k) Guarantor has read and fully understands the provisions contained in the Note, the Loan Agreement, the Mortgage, the Environmental Agreement, and the other Loan Documents. Guarantor's representations, warranties and covenants are a material inducement to Lender Lenders and Administrative Agent to make the Loan and enter into the other Loan Documents, Documents and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting the Other Borrower, Guarantor, any other party, or any security for all or any part of the Guaranteed Obligations.

Representations, Warranties and Covenants of Guarantor. Guarantor hereby represents, warrants, and covenants that (a) Guarantor has a direct or indirect financial interest in the Other Borrower and will derive a material and substantial benefit, directly or indirectly, from the extension of the maturities of the Loans to Borrower and from the making of the Loan to the Other Borrowerthis Guaranty by Guarantor; (b) this Guaranty is has been duly authorized authorized, executed and validdelivered, and is constitutes the valid and legally binding upon and obligation of Guarantor, enforceable against Guarantorin accordance with its terms; (c) Guarantor is not, and the execution, delivery and performance by Guarantor of this Guaranty will not cause Guarantor to be, in violation of or in default with respect to any law law, any order of any court or governmental agency, the Guarantor’s charter documents and by-laws of Guarantor or in default (or at risk of acceleration of indebtedness) under any agreement or restriction by which Guarantor is bound or affected; (d) Guarantor is duly organized, validly existing, and in good standing under the laws of the state of its organization and has full power and authority to enter into and perform this Guaranty; (e) Guarantor will indemnify the Lender from any loss, cost or expense as a result of any representation or warranty of the Guarantor being false, incorrect, incomplete or misleading in any material respect; (ef) as of the date hereof, there is no litigation pending or, to the knowledge of Guarantor, threatened before or by any tribunal against or affecting Guarantor whichGuarantor, if adversely determined, which would materially affect the have a material and adverse effect on Guarantor’s ability of Guarantor to perform its obligations hereunderunder this Guaranty; (fg) all financial statements and information heretofore furnished to Lender by Guarantor do, and all financial statements and information hereafter furnished to Lender by Guarantor will, fully and accurately as of their dates, present the condition (financial or otherwise) of Guarantor as of their dates and the results of Guarantor's ’s operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to Lender, and as of the date hereof, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to Lender, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (gh) after giving effect to this Guaranty, Guarantor is solvent, is not knowingly engaged or about to engage in business or a transaction for which the property of Guarantor is an unreasonably small capital, and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; (hi) Lender has no duty at any time to investigate or inform Guarantor of the financial or business condition or affairs of the Other Borrower or any change therein, and Guarantor will keep fully appraised apprised of the Other Borrower' ’s financial and business condition; (ij) Guarantor acknowledges and agrees that Guarantor may be required to pay and perform the Guaranteed guaranteed Obligations in full without assistance or support from the Other Borrower or any other party; (j) Intentionally deletedPerson; and (k) Guarantor has read and fully understands the provisions contained in the Note, the Loan Agreements, the Security Instrument and the other Loan Documents. Guarantor's ’s representations, warranties and covenants are a material inducement to Lender to make extend the Loan and enter into maturities of the Loan Documents, Loans and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting the Other Borrower, Guarantor, any other party, or any security for all or any part of the Guaranteed Obligations.

Representations, Warranties and Covenants of Guarantor. Guarantor hereby represents, warrants, and covenants that (a) Guarantor has a direct or indirect financial interest in the Other Borrower and will derive a material and substantial benefit, directly or indirectly, from the making of the Loan to Borrower and from the Other Borrowermaking of this Guaranty by Guarantor; (b) this Guaranty is has been duly authorized authorized, executed and validdelivered, and is constitutes the valid and legally binding upon and obligation of Guarantor, enforceable against Guarantorin accordance with its terms; (c) Guarantor is not, and the execution, delivery and performance by Guarantor of this Guaranty will not cause Guarantor to be, in violation of or in default with respect to any law law, any order of any court or governmental agency, the Guarantor’s charter documents and by-laws of Guarantor or in default (or at risk of acceleration of indebtedness) under any agreement or restriction by which Guarantor is bound or affected; (d) Guarantor is duly organized, validly existing, and in good standing under the laws of the state of its organization and has full power and authority to enter into and perform this Guaranty; (e) Guarantor will indemnify the Lender from any loss, cost or expense as a result of any representation or warranty of the Guarantor being false, incorrect, incomplete or misleading in any material respect; (ef) as of the date hereof, there is no litigation pending or, to the knowledge of Guarantor, threatened before or by any tribunal against or affecting Guarantor whichGuarantor, if adversely determined, which would materially affect the have a material and adverse effect on Guarantor’s ability of Guarantor to perform its obligations hereunderunder this Guaranty; (fg) all financial statements and information heretofore furnished to Lender by Guarantor do, and all financial statements and information hereafter furnished to Lender by Guarantor will, fully and accurately as of their dates, present the condition (financial or otherwise) of Guarantor as of their dates and the results of Guarantor's ’s operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to Lender, and as of the date hereof, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to Lender, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (gh) after giving effect to this Guaranty, Guarantor is solvent, is not knowingly engaged or about to engage in business or a transaction for which the property of Guarantor is an unreasonably small capital, and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; (hi) Lender has no duty at any time to investigate or inform Guarantor of the financial or business condition or affairs of the Other Borrower or any change therein, and Guarantor will keep fully appraised apprised of the Other Borrower' ’s financial and business condition; (ij) Guarantor acknowledges and agrees that Guarantor may be required to pay and perform the Guaranteed guaranteed Obligations in full without assistance or support from the Other Borrower or any other party; (j) Intentionally deletedPerson; and (k) Guarantor has read and fully understands the provisions contained in the Note, the Loan Agreement, the Security Instrument and the other Loan Documents. Guarantor's ’s representations, warranties and covenants are a material inducement to Lender to make the Loan and enter into the other Loan Documents, Documents and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting the Other Borrower, Guarantor, any other party, or any security for all or any part of the Guaranteed Obligations.

Representations, Warranties and Covenants of Guarantor. Guarantor hereby represents, warrants, and covenants that (a) Guarantor has a direct or indirect financial interest in the Other Borrower and will derive a material and substantial benefit, directly or indirectly, from the making of the Loan to Borrower and from the Other Borrowermaking of this Guaranty by Guarantor; (b) this Guaranty is has been duly authorized authorized, executed and validdelivered, and is constitutes the valid and legally binding upon and obligation of Guarantor, enforceable against Guarantorin accordance with its terms; (c) Guarantor is not, and the execution, delivery and performance by Guarantor of this Guaranty will not cause Guarantor to be, in material violation of or in default with respect to any law law, any order of any court or governmental agency, the Guarantor’s charter documents and by-laws of Guarantor or in material default (or at risk of acceleration of indebtedness) under any agreement or restriction by which Guarantor is bound or affected; (d) Guarantor is duly organized, validly existing, and in good standing under the laws of the state of its organization and has ​ full power and authority to enter into and perform this Guaranty; (e) Guarantor will indemnify the Lender from any loss, cost or expense as a result of any representation or warranty of the Guarantor being false, incorrect, incomplete or misleading when made in any material respect; (ef) as of the date hereof, there is no litigation pending or, to the knowledge of Guarantor, threatened before or by any tribunal against or affecting Guarantor whichGuarantor, if adversely determined, which would materially affect the have a material and adverse effect on Guarantor’s ability of Guarantor to perform its obligations hereunderunder this Guaranty; (fg) all financial statements and information heretofore furnished to Lender by Guarantor do, and all financial statements and information hereafter furnished to Lender by Guarantor will, in all material respects fully and accurately as of their dates, present the condition (financial or otherwise) of Guarantor as of their dates and the results of Guarantor's operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to Lender, and as of the date hereof, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to Lender, has Guarantor incurred any material liability, direct or indirect, fixed or contingentcontingent outside of the ordinary course of business; (gh) after giving effect to this Guaranty, Guarantor is solvent, is not knowingly engaged or about to engage in business or a transaction for which the property of Guarantor is an unreasonably small capital, and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; (hi) Lender has no duty at any time to investigate or inform Guarantor of the financial or business condition or affairs of the Other Borrower or any change therein, and Guarantor will keep fully appraised apprised of the Other Borrower' 's financial and business condition; (ij) Guarantor acknowledges and agrees that Guarantor may be required to pay and perform the Guaranteed guaranteed Obligations in full without assistance or support from the Other Borrower or any other party; (j) Intentionally deletedPerson; and (k) Guarantor has read and fully understands the provisions contained in the Note, the Loan Agreement, the Security Instrument and the other Loan Documents. Guarantor's representations, warranties and covenants are a material inducement to Lender to make the Loan and enter into the other Loan Documents, Documents and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting the Other Borrower, Guarantor, any other party, or any security for all or any part of the Guaranteed Obligations.

Representations, Warranties and Covenants of Guarantor. Guarantor hereby represents, warrants, and covenants that (a) Guarantor has a financial interest hereby represents and warrants that (i) it is duly organized and validly existing in good standing under the Other Borrower laws of the jurisdiction under which it is organized and is duly qualified to do business and is in good standing in every other jurisdiction as to which the nature of the business conducted by it makes such qualification necessary (except where the failure to be so qualified will derive not have a material adverse effect on its financial condition), (ii) it has power and substantial benefitauthority to enter into and perform this Guaranty, directly or indirectly, from the making of the Loan to the Other Borrower; (biii) this Guaranty is duly authorized and valid, and is binding upon and enforceable against Guarantor; (c) Guarantor is not, and the execution, delivery and performance by Guarantor of this Guaranty will by it have been duly authorized by proper action and are not cause Guarantor in contravention of law or of the terms of its Articles of Incorporation or By-Laws, or any material agreement, instrument, indenture or other material undertaking to bewhich it is a party or by which it is bound, (iv) all registrations and approvals of any governmental agency, department or commission necessary for the execution, delivery and performance of this Guaranty and for the validity and enforceability thereof, have been obtained and are in full force and effect, (v) this Guaranty is the legal, valid and binding obligation of the Guarantor, enforceable against the Guarantor, in violation accordance with its terms, subject to bankruptcy, insolvency and similar laws and to the availability of equitable remedies, (vi) except as described on Schedule A hereto, no legal proceedings are pending, or in default with respect threatened, before any court or governmental agency which would materially and adversely affect its financial condition, operations or any licenses or its ability to any law or in default perform under this Guaranty, (or at risk of acceleration of indebtedness) under any agreement or restriction by which Guarantor is bound or affected; (dvii) the Guarantor will indemnify has received and reviewed copies of the Financing Facility Agreement, and (viii) the Guarantor is a qualified real estate investment trust (“REIT”) under Section 856 of the Internal Revenue Code of 1986, as amended (the “Code”), and it is in compliance with all provisions of the Code governing its REIT status. (b) The Guarantor covenants and agrees with the Lender from any lossthat, cost or expense as a result of any representation or warranty until the payment in full of the Guarantor being false, incorrect, incomplete Obligations or misleading in any material respect; (e) there is no litigation pending or, the termination of this Guaranty pursuant to the knowledge of Guarantor, threatened before or by any tribunal against or affecting Guarantor which, if adversely determined, would materially affect the ability of Guarantor to perform its obligations hereunder; (f) all financial statements and information heretofore furnished to Lender by Guarantor do, and all financial statements and information hereafter furnished to Lender by Guarantor will, fully and accurately present the condition (financial or otherwise) of Guarantor as of their dates and the results of Guarantor's operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to Lender, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to Lender, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (g) after giving effect to this Guaranty, Guarantor is solvent, and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; (h) Lender has no duty at any time to investigate or inform Guarantor of the financial or business condition or affairs of the Other Borrower or any change therein, and Guarantor will keep fully appraised of the Other Borrower' financial and business condition; (i) Guarantor acknowledges and agrees that Guarantor may be required to pay and perform the Guaranteed Obligations in full without assistance or support from the Other Borrower or any other party; (j) Intentionally deleted; and (k) Guarantor has read and fully understands the provisions contained in the Loan Documents. Guarantor's representations, warranties and covenants are a material inducement to Lender to make the Loan and enter into the Loan Documents, and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting the Other Borrower, Guarantor, any other party, or any security for all or any part of the Guaranteed Obligations.Section 20 hereof:

Representations, Warranties and Covenants of Guarantor. Guarantor hereby represents, warrants, and covenants that (a) The Guarantor hereby represents and warrants (i) that it is duly organized and validly existing in good standing under the laws of the jurisdiction under which it is organized and is duly qualified to do business and is in good standing in every other jurisdiction as to which the nature of the business conducted by it makes such qualification necessary, except where the failure to obtain such qualification would not cause a Material Adverse Effect, (ii) that it has all requisite corporate power, authority and legal right to execute, deliver and perform its obligations under this Guaranty, (iii) that the execution, delivery and performance of this Guaranty by it have been duly authorized by all necessary corporate action, are not in contravention of law, and will not conflict with or result in a breach of the terms of its articles of incorporation, by-laws, or any agreement, instrument, indenture or other undertaking to which it is a party or by which it is bound, (iv) that all filings and registrations with, authorizations, approvals and consents of any Governmental Authority or any other Person necessary for the execution, delivery and performance of this Guaranty and for the validity and enforceability thereof, have been made or obtained and are in full force and effect, (v) that this Guaranty has been duly and validly executed and delivered by the Guarantor and is the legal, valid and binding obligation of the Guarantor, enforceable against the Guarantor, in accordance with its terms, (vi) that no legal proceedings are pending, or threatened, before any court or governmental agency which would adversely affect its financial condition, operations or any licenses or its ability to perform under this Guaranty, (vii) that the execution, delivery and performance of this Guaranty will not violate any Requirement of Law or Contractual Obligation of the Guarantor or of any of its Subsidiaries and will not result in, or require, the creation or imposition of any Lien on any of its or their respective properties or revenues pursuant to any such Requirement of Law or Contractual Obligation, (viii) that the Guarantor has received and reviewed copies of the Program Documents, (ix) that no Default or Event of Default has occurred and is continuing under this Guaranty, and (ix) that the Guarantor has a financial interest in the Other Borrower Seller and the Guarantor has determined that it will derive a material and substantial benefit, directly or indirectly, benefit from the making execution of the Loan to the Other Borrower; Program Documents. (b) this Guaranty is duly authorized The Guarantor covenants and validagrees with the Buyer that until payment in full of the Obligations: (i) the Guarantor shall preserve and maintain all of its material rights, privileges, licenses and is binding upon franchises and enforceable against Guarantorcomply with the requirements of all applicable laws, rules, regulations and orders of Governmental Authorities if failure to comply with such requirements would be reasonably likely (either individually or in the aggregate) to have a Material Adverse Effect; (ii) the Guarantor shall not enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation, winding up or dissolution) or sell all or substantially all of its assets; (c) provided, that the Guarantor may merge or consolidate with any Subsidiary of the Guarantor or any other Person if the Guarantor is notthe surviving corporation; and provided further, and the executionthat if after giving effect thereto, delivery and performance by Guarantor of this Guaranty will not cause Guarantor to be, in violation of or in default with respect to any law or in default no Default would exist hereunder; (or at risk of acceleration of indebtedness) under any agreement or restriction by which Guarantor is bound or affected; (diii) the Guarantor will indemnify promptly, and in any event within seven (7) days after service of process on any of the Lender from following, give to the Buyer notice of all legal or arbitrable proceedings affecting the Guarantor or any lossof its Subsidiaries that questions or challenges the validity or enforceability of this Guaranty or as to which there is a reasonable likelihood of adverse determination which would result in a Material Adverse Effect; (iv) the Guarantor shall not convey, cost sell, lease, assign, transfer or expense as otherwise dispose of (collectively, “Transfer”) all or substantially all of its Property, business or assets (including, without limitation, receivables and leasehold interests) whether now owned or hereafter acquired, except in connection with a result transaction in which loans that are subject to a facility provided by Buyer are securitized; provided that all of any representation or warranty the proceeds of such securitization transaction are used to pay the outstanding obligations of Seller under the Repurchase Agreement; (v) The Tangible Net Worth of the Guarantor being falseand its consolidated Subsidiaries shall not be less than $300,000,000 at all times. In addition, incorrectthe Tangible Net Worth of the Guarantor and its consolidated Subsidiaries shall not decline by more than 15% of the its Tangible Net Worth during any calendar quarter, incomplete or misleading in and shall not decline by more than 30% during any material respect; trailing twelve consecutive month period; (evi) there is no litigation pending or, to The ratio of the knowledge of Guarantor, threatened before or by any tribunal against or affecting Guarantor which, if adversely determined, would materially affect the ability Total Indebtedness of Guarantor and its consolidated Subsidiaries to perform its obligations hereunder; (f) all financial statements and information heretofore furnished to Lender by Guarantor do, and all financial statements and information hereafter furnished to Lender by Guarantor will, fully and accurately present the condition (financial or otherwise) of Guarantor as of their dates and the results of Guarantor's operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to Lender, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to Lender, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (g) after giving effect to this Guaranty, Guarantor is solvent, and does Shareholders’ Equity shall not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; (h) Lender has no duty at any time to investigate or inform be greater than 15:1; (vii) The Guarantor shall maintain its status as a REIT as of the financial or business condition or affairs end of each calendar quarter; and (viii) The Guarantor shall deliver to the Other Borrower or Buyer, as soon as available and in any change thereinevent within forty-five (45) Business Days after the end of each quarter of each calendar quarter, and Guarantor will keep fully appraised of the Other Borrower' financial and business condition; (i) Guarantor acknowledges and agrees that Guarantor may be required to pay and perform the Guaranteed Obligations in full without assistance or support from the Other Borrower or any other party; (j) Intentionally deleted; and (k) Guarantor has read and fully understands the provisions contained a certificate in the Loan Documents. Guarantor's representations, warranties and covenants are a material inducement form of attached as Exhibit A to Lender to make the Loan and enter into the Loan Documents, and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting the Other Borrower, Guarantor, any other party, or any security for all or any part of the Guaranteed ObligationsRepurchase Agreement.

Representations, Warranties and Covenants of Guarantor. Guarantor hereby represents, warrants, and covenants that (a) Guarantor hereby represents and warrants throughout the term of this Guaranty (i) that it is duly organized and validly existing in good standing under the laws of the jurisdiction under which it is organized and is duly qualified to do business and is in good standing in every other jurisdiction as to which the nature of the business conducted by it makes such qualification necessary, (ii) that it has power and authority to enter into and perform this Guaranty, (iii) that execution, delivery and performance of this Guaranty by it have been duly authorized by proper action and are not in contravention of law or of the terms of its articles of incorporation, by-laws, or any agreement, instrument, indenture or other undertaking to which it is a party or by which it is bound, (iv) that all registrations and approvals of any governmental agency, department or commission necessary for the execution, delivery and performance of this Guaranty and for the validity and enforceability thereof, have been obtained and are in full force and effect, (v) that this Guaranty has been duly and validly executed and delivered by the Guarantor and is the legal, valid and binding obligation of the Guarantor, enforceable against the Guarantor, in accordance with its terms, subject to bankruptcy, insolvency and similar laws and to the availability of equitable remedies, (vi) that no legal proceedings are pending, or threatened, before any court or governmental agency which would materially and adversely affect its financial condition, operations or any licenses or its ability to perform under this Guaranty, (vii) the execution, delivery and performance of this Guaranty will not violate any Requirement of Law or Contractual Obligation of the Guarantor or of any of its Subsidiaries and will not result in, or require, the creation or imposition of any Lien on any of its or their respective properties or revenues pursuant to any such Requirement of Law or Contractual Obligation, (viii) that the Guarantor has received and reviewed copies of the Loan Documents, (ix) that no Default or Event of Default has occurred and is continuing under this Guaranty, (ix) that the Guarantor has a financial interest in the Other Borrower and will derive a material and substantial benefit, directly or indirectly, from the making of the Loan to the Other Borrower; (b) this Guaranty is duly authorized and valid, and is binding upon and enforceable against Guarantor; (c) Guarantor is not, and the execution, delivery and performance by Guarantor of this Guaranty will not cause Guarantor to be, in violation of or in default with respect to any law or in default (or at risk of acceleration of indebtedness) under any agreement or restriction by which Guarantor is bound or affected; (d) the Guarantor will indemnify the Lender from any loss, cost or expense as a result of any representation or warranty of the Guarantor being false, incorrect, incomplete or misleading in any material respect; (e) there is no litigation pending or, to the knowledge of Guarantor, threatened before or by any tribunal against or affecting Guarantor which, if adversely determined, would materially affect the ability of Guarantor to perform its obligations hereunder; (f) all financial statements and information heretofore furnished to Lender by Guarantor do, and all financial statements and information hereafter furnished to Lender by Guarantor will, fully and accurately present the condition (financial or otherwise) of Guarantor as of their dates and the results of Guarantor's operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to Lender, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to Lender, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (g) after giving effect to this Guaranty, Guarantor is solvent, and does not intend to incur or believe determined that it will incur debts that will be beyond its ability to pay as such debts mature; (h) Lender has no duty at any time to investigate or inform Guarantor of the financial or business condition or affairs of the Other Borrower or any change therein, and Guarantor will keep fully appraised of the Other Borrower' financial and business condition; (i) Guarantor acknowledges and agrees that Guarantor may be required to pay and perform the Guaranteed Obligations in full without assistance or support benefit from the Other Borrower or any other party; (j) Intentionally deleted; and (k) Guarantor has read and fully understands the provisions contained in the Loan Documents. Guarantor's representations, warranties and covenants are a material inducement to Lender to make the Loan and enter into execution of the Loan Documents, (x) that no Requirement of Law or Contractual Obligation of the Guarantor or its material subsidiaries has a Material Adverse Effect, and (xii) that the Guarantor shall survive the execution hereof and not enter into any bankruptcy, foreclosure, transfer transaction of security merger or other event affecting the Other Borrower, Guarantor, any other partyconsolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any security for liquidation, winding up or dissolution) or sell all or any part substantially all of its assets. (b) The Guarantor covenants and agrees with the Lender that, until the payment in full of the Guaranteed Obligations.:

Representations, Warranties and Covenants of Guarantor. Guarantor hereby represents, warrants, and covenants that that: (a) Guarantor has a financial interest (indirectly) in the Other Borrower and will derive a material and substantial benefit, directly or indirectly, from the making of the Loan to Borrower and from the Other Borrowermaking of this Guaranty by Guarantor; (b) this Guaranty is duly authorized and valid, and is binding upon and enforceable against Guarantor; (c) Guarantor is not, and the execution, delivery and performance by Guarantor of this Guaranty will not cause Guarantor to be, in violation of or in default with respect to any law or in default (or at risk of acceleration of indebtedness) under any agreement or restriction by which Guarantor is bound or affected; (d) unless Guarantor is a natural person, Guarantor is duly organized, validly existing, and in good standing under the Guarantor will indemnify the Lender from any loss, cost or expense as a result of any representation or warranty laws of the Guarantor being false, incorrect, incomplete or misleading in any material respectstate of its organization and has full power and authority to enter into and perform this Guaranty; (e) there is no material litigation pending with respect to which process has been served or, to the knowledge of Guarantor, threatened by or before or by any tribunal against or affecting Guarantor which, if adversely determined, would materially affect the have a material adverse effect on Guarantor’s ability of Guarantor to perform its obligations hereunder; (f) all financial statements and information heretofore furnished to Lender Administrative Agent by Guarantor do, and all financial statements and information hereafter furnished to Lender Administrative Agent by Guarantor will, fully and accurately present the condition (financial or otherwise) of Guarantor as of their dates and the results of Guarantor's ’s operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to LenderAdministrative Agent, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to LenderAdministrative Agent, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (g) after giving effect to this Guaranty, Guarantor is solvent, is not engaged or about to engage in business or a transaction for which the property of Guarantor is an unreasonably small capital, and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; and (h) Lender has no duty at any time to investigate or inform Guarantor of the financial or business condition or affairs of the Other Borrower or any change therein, and Guarantor will keep fully appraised of the Other Borrower' financial and business condition; (i) Guarantor acknowledges and agrees that Guarantor may be required to pay and perform the Guaranteed Obligations in full without assistance or support from the Other Borrower or any other party; (j) Intentionally deleted; and (k) Guarantor has read and fully understands the provisions contained in the Note, the Loan Agreement, the Deeds of Trust, the Environmental Agreement and the other Loan Documents. Guarantor's ’s representations, warranties and covenants are a material inducement to Lender Administrative Agent to make the Loan and enter into the other Loan DocumentsDocuments and any Swap Contract, and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting the Other Borrower, Guarantor, any other party, or any security for all or any part of the Guaranteed Obligations.

Representations, Warranties and Covenants of Guarantor. Guarantor hereby represents, warrants, and covenants to Administrative Agent and the other Lenders that (a) Guarantor has a financial interest in the Other Borrower and will derive a material and substantial benefit, directly or indirectly, from the making of the Loan to the Other BorrowerSecond Amendment; (b) this Guaranty is duly authorized and valid, and is binding upon and enforceable against Guarantor; , (c) Guarantor is not, and the execution, delivery and performance by Guarantor of this Guaranty will not cause Guarantor to be, in violation of or in default with respect to any law or in default (or at risk of subject to acceleration of indebtedness) under any agreement or restriction by which Guarantor is bound or affected; (d) Guarantor is duly organized, validly existing, and in good standing under the Guarantor will indemnify the Lender from any loss, cost or expense as a result of any representation or warranty laws of the Guarantor being false, incorrect, incomplete or misleading in any material respectstate of its organization and has full limited partnership power and authority to enter into and perform this Guaranty; (e) there is no litigation pending or, to the knowledge of Guarantor, threatened before or by any tribunal against or affecting Guarantor which, if adversely determined, would materially affect the ability of Guarantor that is reasonably likely to perform its obligations hereunderhave a Material Adverse Effect; (f) all financial statements and information heretofore furnished to Lender Administrative Agent by Guarantor do, and all financial statements and information hereafter furnished to Lender Administrative Agent by Guarantor will, fully and accurately present present, in all material respects, the financial condition (financial or otherwise) of Guarantor as of their dates and the results of Guarantor's ’s operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to LenderAdministrative Agent, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to LenderAdministrative Agent, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (g) after giving effect to this Guaranty, Guarantor is solvent, is not engaged or about to engage in business or a transaction for which the property of Guarantor is an unreasonably small capital, and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; (h) Lender has Lenders have no duty at any time to investigate or inform Guarantor of the financial or business condition or affairs of the Other Borrower or any change therein, and Guarantor will keep fully appraised apprised of the Other Borrower' ’s financial and business condition; (i) Guarantor acknowledges and agrees that Guarantor may be required to pay and perform the Guaranteed Obligations in full without assistance or support from the Other Borrower or any other party; (j) Intentionally deletedPerson; and (kj) Guarantor has read and fully understands the provisions contained in the Note, the Credit Agreement and the other Loan Documents. Guarantor's ’s representations, warranties and covenants are a material inducement to Lender Lenders to make the Loan and enter into the other Loan Documents, Documents and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting the Other Borrower, Guarantor, any other party, or any security for all or any part of the Guaranteed Obligations.

Representations, Warranties and Covenants of Guarantor. Guarantor hereby represents, warrants, and covenants that that: (a) Guarantor has a financial interest in the Other Borrower and will derive a material and substantial benefit, directly or indirectly, from the making of the Loan to Borrower and from the Other Borrowermaking of this Guaranty by Guarantor; (b) this Guaranty is duly authorized and valid, and is binding upon and enforceable against Guarantor; (ce) Guarantor is not, and the execution, delivery and performance by Guarantor of this Guaranty will not cause Guarantor to be, in violation of or in default with respect to any law or in default (or at risk of acceleration of indebtedness) under any agreement or restriction by which Guarantor is bound or affected; (d) Guarantor is duly organized, validly existing, and in good standing under the laws of the state of its organization and under Delaware laws, is lawfully doing business in California, and has full power and authority to enter into and perform this Guaranty; (e) Guarantor will indemnify the Lender Administrative Agent and Lenders from any loss, cost or expense as a result of any representation or warranty of the Guarantor being false, incorrect, incomplete or misleading in any material respect; (ef) there is no litigation pending or, to the knowledge of Guarantor, threatened before or by any tribunal against or affecting Guarantor which, if adversely determined, would materially affect the ability of Guarantor to perform its obligations hereunderGuarantor; (fg) all financial statements and information heretofore furnished to Lender Administrative Agent or Lenders by Guarantor do, and all financial statements and information hereafter furnished to Lender Administrative Agent or Lenders by Guarantor will, fully and accurately present the condition (financial or otherwise) of Guarantor as of their dates and the results of Guarantor's ’s operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to LenderAdministrative Agent or Lenders, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to LenderAdministrative Agent, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (gh) after giving effect to this Guaranty, Guarantor is solvent, is not engaged or about to engage in business or a transaction for which the property of Guarantor is an unreasonably small capital, and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; (hi) Lender has no neither Administrative Agent nor Lenders have any duty at any time to investigate or inform Guarantor of the financial or business condition or affairs of the Other Borrower or any change therein, and Guarantor will keep fully appraised apprised of the Other Borrower' ’s financial and business condition; (ij) Guarantor acknowledges and agrees that Guarantor may be required to pay and perform the Guaranteed Obligations in full without assistance or support from the Other Borrower or any other party; (j) Intentionally deletedPerson; and (k) Guarantor has read and fully understands the provisions contained in the Note, the Loan Agreement, the Deed of Trust, and the other Loan Documents. Guarantor's ’s representations, warranties and covenants are a material inducement to Lender Administrative Agent and Lenders to make the Loan and enter into the other Loan Documents, Documents and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting the Other Borrower, Guarantor, any other party, or any security for all or any part of the Guaranteed Obligations. In addition to the foregoing, Guarantor further represents, warrants and covenants that (1) Guarantor has received and examined copies of each Interest Rate Protection Agreement, the observance and performance of which by Borrower is hereby guaranteed; (m) Guarantor will benefit from Swap Bank entering into each Interest Rate Protection Agreement and any transaction thereunder with Borrower, and Guarantor has determined that the execution and delivery by Guarantor of this Guaranty is necessary and convenient to the conduct, promotion and attainment of the business of Guarantor; and (n) neither Administrative Agent nor Swap Bank nor Lenders have any duty to determine whether any Interest Rate Protection Agreement, or any other transaction relating to or arising under any Interest Rate Protection Agreement, will be or has been entered into by Borrower for purposes of hedging interest rate, currency exchange rate, or other risks arising in its businesses or affairs and not for purposes of speculation or is otherwise inappropriate for Borrower.

Representations, Warranties and Covenants of Guarantor. Guarantor hereby represents, warrants, warrants and covenants that and agrees that: (a) Guarantor has a financial interest It is (i) is duly incorporated, validly existing, and in good standing under the Other Borrower and will derive a material and substantial benefit, directly or indirectly, from the making Laws of the Loan jurisdiction of its incorporation or organization; (ii) has all requisite power and authority to own its Properties and to carry on its business as now being or as proposed to be conducted; (iii) is qualified to do business and in good standing in every jurisdiction where its material real property assets are located and wherever necessary to carry out its material business and operations; and (iv) has the Other Borrower; power and authority to execute, deliver, and perform its obligations under this Guaranty. (b) The execution, delivery and performance of this Guaranty is and the consummation of the transactions contemplated hereby have been duly authorized and valid, and is binding upon and enforceable against by all necessary corporate action on the part of Guarantor; . (c) Guarantor is not, and the The execution, delivery delivery, and performance by Guarantor of this Guaranty and consummation of the transactions contemplated hereby do not and will not cause Guarantor to be(i) violate or conflict with, or result in violation a breach of, or require any consent under, or other action to, with or by (A) the Constituent Documents of Guarantor, (B) any applicable Law, rule, or in default with respect to regulation or any law order, writ, injunction, or in default decree of any Governmental Authority or arbitrator, or (or at risk of acceleration of indebtednessC) under any other agreement or restriction by instrument to which Guarantor is a party or by which it or any of its Properties is bound or affected; subject which could reasonably be expected to result in a Material Adverse Event, or (ii) constitute a default under any such agreement or instrument which could reasonably be expected to result in a Material Adverse Event, or result in the creation or imposition of any Lien upon any of the revenues or assets of Guarantor. (d) the This Guaranty constitutes legal, valid, and binding obligations of Guarantor, enforceable against Guarantor will indemnify the Lender from any lossin accordance with their respective terms, cost or expense except as a result of any representation or warranty of the Guarantor being false, incorrect, incomplete or misleading in any material respect; may be limited by Debtor Relief Laws. (e) there is There are no litigation actions, suits, proceedings, hearings (in each case, whether administrative, judicial or otherwise), governmental investigations or arbitrations (whether or not purportedly on behalf of Guarantor) at Law or in equity, or before or by any Governmental Authority, domestic or foreign (including in respect of any Environmental Claim), whether pending or, to the knowledge of Guarantor, threatened before or by any tribunal against or affecting Guarantor which, if adversely determined, would materially affect the ability or any property of Guarantor that (i) relate to this Guaranty or the transactions contemplated hereby or (ii) could reasonably be expected to result in a Material Adverse Event. (f) Guarantor is not (i) in violation of any applicable laws, or (ii) subject to or in default with respect to any final judgments, writs, injunctions, decrees, rules or regulations of any court or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, except in each case as could not reasonably be expected to result in a Material Adverse Event. (g) Guarantor hereby covenants and agrees that (i) it will not, directly or indirectly, make any Disposition, if, after taking into account the use of proceeds from such Disposition, such Disposition would render the Guarantor either: (A) unable to continue to provide support (including, general and administrative, operational and commercial support) to the Borrower and other Credit Parties that is consistent with the types and level of support provided prior to such Disposition, or (B) unable to perform its obligations hereunder; under this Guaranty and (fii) all financial statements and information heretofore furnished to Lender by Guarantor do, and all financial statements and information hereafter furnished to Lender by Guarantor will, fully and accurately present the condition (financial or otherwise) of Guarantor as of their dates and the results of Guarantor's operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to Lender, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to Lender, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (g) after giving effect to this Guaranty, Guarantor is solvent, and does not intend to incur or believe that it will incur debts that will be beyond its ability to not declare or pay as such debts mature; (h) Lender has no duty at any time to investigate dividends or inform Guarantor of the financial or business condition or affairs of the Other Borrower or any change therein, and Guarantor will keep fully appraised of the Other Borrower' financial and business condition; (i) Guarantor acknowledges and agrees that Guarantor may be required to pay and perform the Guaranteed Obligations in full without assistance or support from the Other Borrower or make any other party; payment or distribution (j) Intentionally deleted; and (k) Guarantor has read and fully understands the provisions contained in the Loan Documents. Guarantor's representationscash, warranties and covenants are a material inducement to Lender to make the Loan and enter into the Loan Documents, and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting the Other Borrower, Guarantor, any other partyProperty, or any security for all or any part obligations) on account of the Guaranteed Obligationsits Equity Interests.

Representations, Warranties and Covenants of Guarantor. Guarantor hereby represents, warrants, and covenants that that: (a) Guarantor has a financial interest in the Other Borrower and will derive a material and substantial benefit, directly or indirectly, from the making of the Loan to Borrower and from the Other Borrowermaking of this Guaranty by Guarantor; (b) this Guaranty is duly authorized and valid, and is binding upon and enforceable against Guarantor; (c) Guarantor is not, and the execution, delivery and performance by Guarantor of this Guaranty will not cause Guarantor to be, in violation of or in default with respect to any law or in default (or at risk of acceleration of indebtedness) under any agreement or restriction by which Guarantor is bound or affected; (d) Guarantor is duly organized, validly existing, and in good standing under the laws of the state of its organization and under Delaware laws, is lawfully doing business in Connecticut, and has full power and authority to enter into and perform this Guaranty; (e) Guarantor will indemnify the Lender Administrative Agent and Lenders from any loss, cost or expense as a result of any representation or warranty of the Guarantor being false, incorrect, incomplete or misleading in any material respect; (ef) there is no litigation pending or, to the knowledge of Guarantor, threatened before or by any tribunal against or affecting Guarantor other than litigation which, if adversely determined, would materially affect not have a material adverse effect on the ability operations, business, properties, liabilities (actual or contingent), condition (financial or otherwise) of Guarantor to perform its obligations hereunderGuarantor; (fg) all financial statements and information heretofore furnished to Lender Administrative Agent and Lenders by Guarantor do, and all financial statements and information hereafter furnished to Lender Administrative Agent and Lenders by Guarantor will, fully and accurately present the condition (financial or otherwise) of Guarantor as of their dates and the results of Guarantor's operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to LenderAdministrative Agent, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to LenderAdministrative Agent, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (gh) after giving effect to this Guaranty, Guarantor is solvent, is not engaged or about to engage in business or a transaction for which the property of Guarantor is an unreasonably small capital, and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; (hi) Lender has Administrative Agent and Lenders have no duty at any time to investigate or inform Guarantor of the financial or business condition or affairs of the Other Borrower or any change therein, and Guarantor will keep fully appraised apprised of the Other Borrower' 's financial and business condition; (ij) Guarantor acknowledges and agrees that Guarantor may be required to pay and perform the Guaranteed Obligations in full without assistance or support from the Other Borrower or any other party; (j) Intentionally deletedPerson; and (k) Guarantor has read and fully understands the provisions contained in the Note, the Loan Agreement, the Mortgage, the Environmental Agreement, and the other Loan Documents. Guarantor's representations, warranties and covenants are a material inducement to Lender Administrative Agent and Lenders to make the Loan and enter into the other Loan Documents, Documents and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting Borrower, Guarantor, any other party, or any security for all or any part of the Other Guaranteed Obligations. Guarantor further represents, warrants and covenants that if any Swap Contract shall at any time be in effect, (x) Guarantor has received and examined copies of each such Swap Contract, the observance and performance of which by Borrower is hereby guaranteed; (y) Guarantor will benefit from Administrative Agent's and/or any Lender's entering into each such Swap Contract and any transaction thereunder with Borrower, and Guarantor has determined that the execution and delivery by Guarantor of this Guaranty are necessary and convenient to the conduct, promotion and attainment of the business of Guarantor; and (z) Administrative Agent and Lenders have no duty to determine whether any Swap Contract, or any other transaction relating to or arising under any Swap Contract, will be or has been entered into by Borrower for purposes of hedging interest rate, currency exchange rate, or other risks arising in its businesses or affairs and not for purposes of speculation or is otherwise inappropriate for Borrower. Guarantor's representations, warranties and covenants are a material inducement to Administrative Agent to enter into the other Loan Documents and any Swap Contract shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting Borrower, Guarantor, any other party, or any security for all or any part of the Guaranteed Obligations.

Representations, Warranties and Covenants of Guarantor. Guarantor hereby represents, warrants, and covenants to Administrative Agent and the Lenders that (a) Guarantor has a financial owns, directly or indirectly, an interest in the Other Borrower Borrowers and will derive a material and substantial benefit, directly or indirectly, from the making of the Loan to Borrowers and from the Other Borrowermaking of this Guaranty by Guarantor; (b) this Guaranty is duly authorized and valid, and is binding upon and enforceable against Guarantor; (c) Guarantor is not, and the execution, delivery and performance by Guarantor of this Guaranty will not cause Guarantor to be, in violation of or in default with respect to any law or in default (or at risk of acceleration of indebtedness) under any agreement or restriction by which Guarantor is bound or affected; (d) Guarantor is duly organized, validly existing, and in good standing under the laws of the state of its organization and has full power and authority to enter into and perform this Guaranty; (e) Guarantor shall preserve and keep in full force and effect its entity status, franchises, rights and privileges under the laws of the state of its formation; (f) Guarantor will indemnify Administrative Agent and the Lender Lenders from any loss, cost or expense as a result of any representation or warranty of the Guarantor being false, incorrect, incomplete or misleading in any material respect; (eg) except as disclosed pursuant to the Credit Agreement, there is no litigation pending or, to the knowledge of Guarantor, threatened before or by any tribunal against or affecting Guarantor which, if adversely determined, would materially affect the ability of Guarantor to perform its obligations hereunderGuarantor; (fh) all financial statements and information regarding Guarantor heretofore furnished to Lender Administrative Agent by Guarantor do, and all financial statements and such information hereafter furnished to Lender Administrative Agent by Guarantor will, fully fairly and accurately present the condition (financial or otherwise) of Guarantor as of their dates and the results of Guarantor's ’s operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to LenderAdministrative Agent, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to LenderAdministrative Agent, has Guarantor incurred any material liability, direct or indirect, fixed or contingentcontingent except liabilities incurred in the ordinary course of business; (gi) after giving effect to this Guaranty, Guarantor is solvent, is not engaged or about to engage in business or a transaction for which the property of Guarantor is an unreasonably small capital, and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; (hj) Lender has no neither Administrative Agent nor the Lenders have any duty at any time to investigate or inform Guarantor of the financial or business condition or affairs of the Other Borrower Borrowers or any change therein, and Guarantor will keep fully appraised apprised of the Other Borrower' Borrowers’ financial and business condition; (ik) Guarantor acknowledges and agrees that Guarantor may be required to pay and perform the Guaranteed Obligations in full without assistance or support from the Other Borrower Borrowers or any other partyPerson; (j) Intentionally deleted; and (kl) Guarantor has read and fully understands the provisions contained in the Note, the Credit Agreement, the Deed of Trust, and the other Loan Documents; and (m) provided that no Default has occurred and is continuing beyond applicable notice and cure periods, if any, Guarantor shall be permitted to pay dividends in amounts reasonably determined by Guarantor, provided that (1) Guarantor will be in compliance with (i) all applicable provisions of the Internal Revenue Code of 1986, as amended, reformed or otherwise modified from time to time; and (ii) Guarantor’s bylaws and operating covenants and (2) Guarantor has distributed dividends in such amounts as may be necessary to retain its operating status as a real estate investment trust; and (n) after and during the continuance of a Default, Guarantor shall be permitted to pay dividends in amounts approved by Administrative Agent and only if (1) Guarantor will be in compliance with (i) all applicable provisions of the Internal Revenue Code of 1986, as amended, reformed or otherwise modified from time to time; and (ii) Guarantor’s bylaws and operating covenants and (2) distribution of such dividends are necessary to retain its operating status as a real estate investment trust. Guarantor's ’s representations, warranties and covenants are a material inducement to Lender Administrative Agent and the Lenders to make the Loan and enter into the other Loan Documents, Documents and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting the Other BorrowerBorrowers, Guarantor, any other party, or any security for all or any part of the Guaranteed Obligations.

Representations, Warranties and Covenants of Guarantor. In order to induce NYSERDA to fund the Grant pursuant to the Agreement, Guarantor hereby represents, warrants, warrants and covenants that that: (a) Guarantor has (i) is a financial interest duly organized and validly existing corporation, partnership, or limited liability company, as the case may be, in good standing under the Other Borrower and will derive a material and substantial benefit, directly or indirectly, from the making laws of the Loan jurisdiction of its organization and (ii) has the corporate, trust, partnership or limited liability company power and authority, as the case may be, to own its property and assets and to transact the Other Borrower; business in which it is engaged and presently proposes to engage; (b) Guarantor has the corporate, trust, partnership or limited liability company power and authority, as the case may be, to execute, deliver and perform the terms and provisions of this Guaranty is duly authorized and validhas taken all necessary corporate, and is binding upon and enforceable against Guarantor; (c) Guarantor is nottrust, and partnership or limited liability company action, as the case may be, to authorize the execution, delivery and performance by it of this Guaranty; (c) Guarantor has duly executed and delivered this Guaranty, and this Guaranty constitutes the legal, valid and binding obligation of such Guarantor enforceable in accordance with its terms; (d) neither the execution, delivery or performance by Guarantor of this Guaranty Guaranty, nor compliance by it with the terms and provisions hereof, will not cause Guarantor to be(i) contravene any provision of any applicable law, statute, rule or regulation or any applicable order, writ, injunction or decree of any court or governmental instrumentality or (ii) conflict with, violate or result in violation any breach of any of the terms, covenants, conditions or in provisions of, or constitute a default with respect to any law or in default (or at risk of acceleration of indebtedness) under any agreement agreement, contract or restriction by instrument to which Guarantor is bound a party, except where non-compliance would not reasonably be expected to have a material adverse effect upon the legality, validity, binding effect or affectedenforceability against Guarantor of this Guaranty; (d) the Guarantor will indemnify the Lender from any loss, cost or expense as a result of any representation or warranty of the Guarantor being false, incorrect, incomplete or misleading in any material respect; and (e) there is no litigation pending ororder, consent, approval, license, authorization or validation of, or filing, recording or registration with (except as have been obtained or made prior to the knowledge date when required and which remain in full force and effect), or exemption by, any governmental or public body or authority, or any subdivision thereof, is required to authorize, or is required in connection with, (i) the execution, delivery and performance of Guarantorthis Guaranty by such Guarantor or (ii) the legality, threatened before validity, binding effect or by any tribunal against or affecting Guarantor which, if adversely determined, would materially affect the ability enforceability of Guarantor to perform its obligations hereunder; (f) all financial statements and information heretofore furnished to Lender by Guarantor do, and all financial statements and information hereafter furnished to Lender by Guarantor will, fully and accurately present the condition (financial or otherwise) of Guarantor as of their dates and the results of Guarantor's operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to Lender, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to Lender, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (g) after giving effect to this Guaranty, Guarantor is solventin each case, and does except where non-compliance would not intend reasonably be expected to incur have a material adverse effect upon the legality, validity, binding effect or believe that it will incur debts that will be beyond its ability to pay as such debts mature; (h) Lender has no duty at any time to investigate or inform enforceability against Guarantor of the financial or business condition or affairs of the Other Borrower or any change therein, and Guarantor will keep fully appraised of the Other Borrower' financial and business condition; (i) Guarantor acknowledges and agrees that Guarantor may be required to pay and perform the Guaranteed Obligations in full without assistance or support from the Other Borrower or any other party; (j) Intentionally deleted; and (k) Guarantor has read and fully understands the provisions contained in the Loan Documents. Guarantor's representations, warranties and covenants are a material inducement to Lender to make the Loan and enter into the Loan Documents, and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting the Other Borrower, Guarantor, any other party, or any security for all or any part of the Guaranteed Obligationsthis Guaranty.

Representations, Warranties and Covenants of Guarantor. Until the Guaranteed Obligations are paid and performed in full and each and every term, covenant and condition of this Guaranty is fully performed, Guarantor hereby represents, warrants, and covenants that that: (a) Guarantor has a financial or business interest in Borrower and/or the Other Borrower making of the Loan to Borrower, and will derive a material and substantial benefit, directly or indirectly, from the making of the Loan to Borrower and from the Other Borrower; making of this Guaranty by Guarantor, including, without limitation, if applicable, the receipt of certain guaranty fees in connection with the execution and delivery of this Guaranty; (b) this Guaranty is duly authorized and valid, and is binding upon and enforceable against Guarantor; , except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, fraudulent conveyance, moratorium or similar laws affecting creditors’ rights generally, and by general equitable principles (whether enforcement is sought by proceedings in equity or at law); (c) Guarantor is not, and the execution, delivery and performance by Guarantor of this Guaranty will not cause Guarantor to be, in violation of or in default with respect to any law or in default (or at risk of acceleration of indebtedness) under any agreement or restriction by which Guarantor is bound or affected; ; (d) Guarantor is duly organized, validly existing, and in good standing under the Guarantor will indemnify the Lender from any loss, cost or expense as a result of any representation or warranty laws of the Guarantor being false, incorrect, incomplete or misleading in any material respect; state of its organization and has full power and authority to enter into and perform this Guaranty; (e) there is no litigation pending or, to the knowledge of Guarantor, threatened by or before or by any tribunal against or affecting Guarantor which, if adversely determined, would materially affect the ability of could reasonably be expected to prevent Guarantor to perform from performing its obligations hereunder; hereunder or which would have a material adverse effect on the financial condition of Guarantor; (f) all financial statements and information heretofore furnished to Lender by Guarantor do, and all financial statements and information hereafter furnished to Lender by Guarantor will, fully and accurately present the condition (financial or otherwise) of Guarantor as of their dates and the results of Guarantor's ’s operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to Lender, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to Lender, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; ; (g) after giving effect to this Guaranty, Guarantor is solventsolvent after giving effect to Guarantor’s right of contribution, subrogation, reimbursement and indemnity against SSSSTOP, is not engaged or about to engage in business or a transaction for which the property of Guarantor is an unreasonably small capital, and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; ; (h) Lender has no duty at any time to investigate or inform Guarantor of the financial or business condition or affairs of the Other Borrower or any change therein, and Guarantor will keep fully appraised of the Other Borrower' financial and business condition; (i) Guarantor acknowledges and agrees that Guarantor may be required to pay and perform the Guaranteed Obligations in full without assistance or support from the Other Borrower or any other party; (j) Intentionally deleted; and (k) Guarantor has read and fully understands the provisions contained in the Note, the Credit Agreement, and the other Loan Documents and agrees to be bound by the terms thereof which relate to Guarantor as if such terms were set forth in this Guaranty in their entirety, including, without limitation, Section 5.02(b) of the Credit Agreement; (i) Guarantor shall not incur any Indebtedness unless permitted by Section 7.08 of the Credit Agreement and shall deliver the financial information to Lender required by Sections 5.01(a), (b), (c), (f) and (g) of the Credit Agreement; and (j) Guarantor shall operate its business at all times so as to satisfy or be deemed to have satisfied all requirements necessary to qualify as a real estate investment trust under the Code. Guarantor shall maintain adequate records so as to comply with all record-keeping requirements relating to its qualification as a real estate investment trust as required by the Code and applicable regulations of the Department of the Treasury promulgated thereunder and will properly prepare and timely file with the IRS all returns and reports required thereby. Guarantor shall request from its shareholders all shareholder information required by the Code and applicable regulations of the Department of Treasury promulgated thereunder. All representations and warranties made in this Guaranty shall be deemed to be made at and as of the date of this Guaranty and at and as of each date on which the Loan is advanced by Lender to Borrower pursuant to the Credit Agreement, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents. Guarantor's representations, All such representations and warranties and covenants are a material inducement to Lender to make the Loan and enter into the Loan Documents, and shall survive the effectiveness of the Credit Agreement, the execution and delivery of the Loan Documents and the making of the Loan. In the event that Guarantor fails to perform any covenant set forth in this Section 12, or if any of the representations, warranties, or covenants set forth in this Section 12 becomes untrue after the date hereof but prior to the Guaranteed Obligations being paid and performed in full and each and every term, covenant and condition of this Guaranty being fully performed, then thirty (30) days after receipt of written notice of such occurrence, an Event of Default shall occur under this Guaranty; provided that, (i) no such cure period shall apply to Guarantor’s failure to comply with the provisions of Section 12(j), and any bankruptcysuch failure shall constitute an immediate Event of Default hereunder and (ii) if such default is reasonably capable of being cured and such cure cannot reasonably be effected within such 30-day period, foreclosuresuch failure shall not be an Event of Default so long as Guarantor promptly (in any event, transfer within sixty (60) days after receipt of security or other event affecting the Other Borrowersuch notice) commences cure, Guarantor, any other party, or any security for all or any part and thereafter diligently prosecutes such cure to completion within ninety (90) days after receipt of the Guaranteed Obligationssaid notice.

Representations, Warranties and Covenants of Guarantor. Guarantor hereby represents, warrants, and covenants that (a) Guarantor has a financial interest in the Other Borrower and will derive a material and substantial benefit, directly or indirectly, from the making of the Loan to Borrower and from the Other Borrowermaking of this Guaranty by Guarantor; (b) to Guarantor’s knowledge, this Guaranty is duly authorized and valid, and is binding upon and enforceable against Guarantor; (c) Guarantor is not, and the execution, delivery and performance by Guarantor of this Guaranty will not cause Guarantor to be, in violation of or in default with respect to any law known to Guarantor or in default (or at risk of acceleration of indebtedness) under any agreement or restriction by which Guarantor is bound or affected; (d) the Guarantor will indemnify the Lender from any loss, cost or expense as a result of any representation or warranty of the Guarantor being false, incorrect, incomplete or misleading in any material respect; (e) there is no litigation pending or, to the knowledge of Guarantor, threatened before or by any tribunal against or affecting Guarantor which, if adversely determined, which would materially and adversely affect the Guarantor’s ability of Guarantor to perform its obligations hereunderunder this Guaranty; (f) all financial statements and information heretofore furnished to Lender by Guarantor do, and all financial statements and information hereafter furnished to Lender by Guarantor will, fully and accurately fairly present the condition (financial or otherwise) of Guarantor as of their dates and the results of Guarantor's ’s operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to Lender, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to Lender, has Guarantor incurred any material liability, direct or indirect, fixed or contingent, which would affect Guarantor’s ability to perform its duties and obligations under this Guaranty; (g) after giving effect to this Guaranty, Guarantor is solvent, is not engaged or about to engage in business or a transaction for which the property of Guarantor is an unreasonably small capital, and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; (h) Lender has no duty at any time to investigate or inform Guarantor of the financial or business condition or affairs of the Other Borrower or any change therein, and Guarantor will keep fully appraised apprised of the Other Borrower' ’s financial and business condition; (i) Guarantor acknowledges and agrees that Guarantor may be required to pay and perform the Guaranteed Obligations Indebtedness in full without assistance or support from the Other Borrower or any other party; (j) Intentionally deletedPerson; and (kj) Guarantor has read and fully understands the provisions contained in the Note, the Loan Agreement, the Mortgage, and the other Loan Documents. Guarantor's ’s representations, warranties and covenants are a material inducement to Lender to make the Loan and enter into the other Loan Documents, Documents and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting the Other Borrower, Guarantor, any other party, or any security for all or any part of the Guaranteed Obligations.

Representations, Warranties and Covenants of Guarantor. (A) In order to induce the Senior Lenders to make Senior Loans to Company pursuant to the Credit Agreement, Guarantor hereby represents, warrants, warrants and covenants that to Senior Agent and Senior Lenders that: (a) Guarantor has a financial interest is duly organized and validly existing and in good standing under the Other Borrower and will derive a material and substantial benefit, directly or indirectly, from the making laws of the Loan to the Other Borrower; jurisdiction of its organization; (b) Guarantor has the corporate, partnership or limited liability company power and authority to execute, deliver and perform the terms and provisions of this Guaranty is duly authorized and validhas taken all necessary corporate, and is binding upon and enforceable against Guarantor; (c) Guarantor is notpartnership or limited liability company action, and as the case may be, to authorize the execution, delivery and performance by it of this Guaranty; (c) Guarantor has duly executed and delivered this Guaranty, and this Guaranty constitutes the legal, valid and binding obligation of Guarantor enforceable in accordance with its terms, except to the extent that the enforceability hereof or thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors' rights and by equitable principles (regardless of whether enforcement is sought in equity or at law); (d) neither the execution, delivery or performance by Guarantor of this Guaranty Guaranty, nor compliance by it with the terms and provisions hereof and thereof, will not cause Guarantor to be(i) contravene any provision of any applicable law, statute, rule or regulation or any applicable order, writ, injunction or decree of any court or governmental instrumentality, (ii) conflict with or result in violation any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in default with respect to any law the creation or in default imposition of (or at risk the obligation to create or impose) any lien upon any of acceleration the property or assets of indebtedness) under Guarantor pursuant to the terms of any agreement indenture, mortgage, deed of trust, loan agreement, credit agreement, or restriction by any other material agreement, contract or instrument to which Guarantor is a party or by which it or any of its property or assets is bound or affected; to which it may be subject or (diii) the Guarantor will indemnify the Lender from violate any loss, cost or expense as a result of any representation or warranty provision of the Guarantor being falsecertificate or articles of incorporation, incorrectby-laws, incomplete partnership agreement or misleading in any material respect; limited liability company agreement (or equivalent organizational documents), of Guarantor; (e) no order, consent, approval, license, authorization or validation of, or filing, recording or registration with (except as have been obtained or made prior to the date when required and which remain in full force and effect), or exemption by, any governmental or public body or authority, or any subdivision thereof, is required to authorize, or is required in connection with, (i) the execution, delivery and performance of this Guaranty by Guarantor or (ii) the legality, validity, binding effect or enforceability of this Guaranty; (f) there is are no litigation actions, suits or proceedings pending or, to the knowledge of Guarantor's knowledge, threatened before (i) with respect to this Guaranty or by any tribunal against (ii) with respect to Guarantor that could reasonably be expected to materially and adversely affect (a) the business, operations, property, assets, liabilities or affecting condition (financial or otherwise) of Guarantor whichor (b) the rights or remedies of Company, if adversely determined, would materially affect Senior Agent or the Senior Lenders hereunder or the ability of Guarantor to perform its obligations hereunder; and (fg) all financial statements an executed (or conformed) copy of the Subordinated Loan Agreement has been made available to a senior officer of Guarantor and information heretofore furnished such officer is familiar with the contents thereof. Guarantor agrees that the foregoing representations and warranties shall be deemed to Lender have been made by Guarantor do, and all financial statements and information hereafter furnished to Lender by Guarantor will, fully and accurately present the condition (financial or otherwise) of Guarantor as of their dates and the results of Guarantor's operations for the periods therein specified, and, since on the date of the most recent financial statements of Guarantor heretofore furnished to Lender, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to Lender, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (g) after giving effect to this Guaranty, Guarantor is solvent, on the date of each request for a Credit Advance under the Subordinated Loan Agreement and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay on and as such debts mature; (h) Lender has no duty at any time to investigate or inform Guarantor of the financial or business condition or affairs date of the Other Borrower or each Subordinated Loan. (B) Guarantor covenants and agrees that so long as Guarantor has any change therein, and Guarantor will keep fully appraised of the Other Borrower' financial and business condition; obligations hereunder (i) Guarantor acknowledges and agrees that Guarantor may be required to pay and perform it will maintain a net worth of no less the Guaranteed Obligations in full without assistance or support from US$20,000,000 of Net Worth as at the Other Borrower or any other party; (j) Intentionally deleted; last day of each fiscal quarter of Company and (kii) Guarantor has read and fully understands the provisions contained in the Loan Documents. Guarantor's representationsit will provide, warranties and covenants are a material inducement to Lender to make the Loan and enter into the Loan Documents, and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting the Other Borrower, Guarantor, any other party, or any security for all or any part within 15 days of the Guaranteed Obligationsend of each such fiscal quarter, Senior Agent with a certification from counsel or a financial advisor reasonably satisfactory to Guarantor to such effect. As used herein, "NET WORTH" shall mean, at any time, (i) the assets of Guarantor at such time minus (ii) all liabilities of Guarantor at such time (including, in any event, all unfunded commitments (whether definite or conditional) at such time).

Representations, Warranties and Covenants of Guarantor. Guarantor hereby represents, warrants, and covenants that (a) Guarantor has a financial interest in the Other Borrower [is an officer, partner, member, or shareholder of Borrower] and will derive a material and substantial benefit, directly or indirectly, from the making of the Loan to Borrower and from the Other Borrowermaking of this Guaranty by Guarantor; (b) this Guaranty is duly authorized and valid, and is binding upon and enforceable against Guarantor; (c) Guarantor is not, and the execution, delivery and performance by Guarantor of this Guaranty will not cause Guarantor to be, in violation of or in default with respect to any law or in default (or at risk of acceleration of indebtedness) under any agreement or restriction by which Guarantor is bound or affected; (d) Guarantor is duly organized, validly existing, and in good standing under the laws of the state of its organization and under Utah laws, is lawfully doing business in Utah, and has full power and authority to enter into and perform this Guaranty; (e) Guarantor will indemnify the Lender from any loss, cost or expense as a result of any representation or warranty of the Guarantor being false, incorrect, incomplete or misleading in any material respect; (ef) there is no litigation pending or, to the knowledge of Guarantor, threatened before or by any tribunal against or affecting Guarantor which, if adversely determined, would materially affect the ability of Guarantor to perform its obligations hereunderGuarantor; (fg) all financial statements and information heretofore furnished to Lender by Guarantor do, and all financial statements and information hereafter furnished to Lender by Guarantor will, fully and accurately present the condition (financial or otherwise) of Guarantor as of their dates and the results of Guarantor's ’s operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to Lender, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to Lender, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (gh) after giving effect to this Guaranty, Guarantor is solvent, is not engaged or about to engage in business or a transaction for which the property of Guarantor is an unreasonably small capital, and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; (hi) Lender has no duty at any time to investigate or inform Guarantor of the financial or business condition or affairs of the Other Borrower or any change therein, and Guarantor will keep fully appraised apprised of the Other Borrower' ’s financial and business condition; (ij) Guarantor acknowledges and agrees that Guarantor may be required to pay and perform the Guaranteed Obligations in full without assistance or support from the Other Borrower or any other party; (j) Intentionally deletedPerson; and (k) Guarantor has read and fully understands the provisions contained in the Note, the Loan Agreement, the Deed of Trust, the Environmental Agreement, and the other Loan Documents. Guarantor's ’s representations, warranties and covenants are a material inducement to Lender to make the Loan and enter into the other Loan Documents, Documents and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting the Other Borrower, Guarantor, any other party, or any security for all or any part of the Guaranteed Obligations.

Representations, Warranties and Covenants of Guarantor. Guarantor hereby represents, warrants, and covenants that (a) Guarantor has a financial interest in the Other Borrower and Grantor and will derive a material and substantial benefit, directly or indirectly, from the making of the Loan to the Other Borrower; (b) this Guaranty is duly authorized and valid, and is binding upon and enforceable against Guarantor; (c) Guarantor is not, and the execution, delivery and performance by Guarantor of this Guaranty will not cause Guarantor to be, in violation of or in default with respect to any law or in default (or at risk of acceleration of indebtedness) under any agreement or restriction by which Guarantor is bound or affected; (d) the Guarantor will indemnify the Lender from any loss, cost or expense as a result of any representation or warranty of the Guarantor being false, incorrect, incomplete or misleading in any material respect; (e) there is no litigation pending or, to the knowledge of Guarantor, threatened before or by any tribunal against or affecting Guarantor which, if adversely determined, would materially affect the ability of Guarantor to perform its obligations hereunder; (f) all financial statements and information heretofore furnished to Lender by Guarantor do, and all financial statements and information hereafter furnished to Lender by Guarantor will, fully and accurately present the condition (financial or otherwise) of Guarantor as of their dates and the results of Guarantor's operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to Lender, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to Lender, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (g) after giving effect to this Guaranty, Guarantor is solvent, and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; (h) Lender has no duty at any time to investigate or inform Guarantor of the financial or business condition or affairs of the Other Borrower or any change therein, and Guarantor will keep fully appraised of the Other Borrower' financial and business condition; information (i) Guarantor acknowledges and agrees that Guarantor may be required to pay and perform the Guaranteed Obligations in full without assistance or support from the Other Borrower Borrower, Grantor or any other party; (j) Intentionally deletedGuarantor shall at all times maintain a net worth equal to or exceeding $300,000,000; and (k) Guarantor has read and fully understands the provisions contained in the Loan Documents. Guarantor's representations, warranties and covenants are a material inducement to Lender to make the Loan and enter into the Loan Documents, and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting the Other Borrower, Grantor, Guarantor, any other party, or any security for all or any part of the Guaranteed Obligations.

Representations, Warranties and Covenants of Guarantor. In order to induce NYSERDA to fund the Grant pursuant to the Agreement, Guarantor hereby represents, warrants, warrants and covenants that that: (a) Guarantor has (i) is a financial interest duly organized and validly existing corporation, partnership, or limited liability company, as the case may be, in good standing under the Other Borrower and will derive a material and substantial benefit, directly or indirectly, from the making laws of the Loan jurisdiction of its organization and (ii) has the corporate, trust, partnership or limited liability company power and authority, as the case may be, to own its property and assets and to transact the Other Borrower; business in which it is engaged and presently proposes to engage; (b) Guarantor has the corporate, trust, partnership or limited liability company power and authority, as the case may be, to execute, deliver and perform the terms and provisions of this Guaranty is duly authorized and validhas taken all necessary corporate, and is binding upon and enforceable against Guarantor; (c) Guarantor is nottrust, and partnership or limited liability company action, as the case may be, to authorize the execution, delivery and performance by it of this Guaranty; (c) Guarantor has duly executed and delivered this Guaranty, and this Guaranty constitutes the legal, valid and binding obligation of such Guarantor enforceable in accordance with its terms; (d) neither the execution, delivery or performance by Guarantor of this Guaranty Guaranty, nor compliance by it with the terms and provisions hereof, will not cause Guarantor to be(i) contravene any provision of any applicable law, statute, rule or regulation or any applicable order, writ, injunction or decree of any court or governmental instrumentality or (ii) conflict with, violate or result in violation any breach of any of the terms, covenants, conditions or in provisions of, or constitute a default with respect to any law or in default (or at risk of acceleration of indebtedness) under any agreement agreement, contract or restriction by instrument to which Guarantor is bound a party, except where non-compliance would not reasonably be expected to have a material adverse effect upon the legality, validity, binding effect or affectedenforceability against Guarantor of this Guaranty; (d) the Guarantor will indemnify the Lender from any loss, cost or expense as a result of any representation or warranty of the Guarantor being false, incorrect, incomplete or misleading in any material respect; and (e) there is no litigation pending ororder, consent, approval, license, authorization or validation of, or filing, recording or registration with (except as have been obtained or made prior to the knowledge date when required and which remain in full force and effect), or exemption by, any governmental or public body or authority, or any subdivision thereof, is required to authorize, or is required in connection with, (i) the execution, delivery and performance and [DEVELOPER] Effective Date: [MM.DD.YYYY] of Guarantorthis Guaranty by such Guarantor or (ii) the legality, threatened before validity, binding effect or by any tribunal against or affecting Guarantor which, if adversely determined, would materially affect the ability enforceability of Guarantor to perform its obligations hereunder; (f) all financial statements and information heretofore furnished to Lender by Guarantor do, and all financial statements and information hereafter furnished to Lender by Guarantor will, fully and accurately present the condition (financial or otherwise) of Guarantor as of their dates and the results of Guarantor's operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to Lender, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to Lender, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (g) after giving effect to this Guaranty, Guarantor is solventin each case, and does except where non-compliance would not intend reasonably be expected to incur have a material adverse effect upon the legality, validity, binding effect or believe that it will incur debts that will be beyond its ability to pay as such debts mature; (h) Lender has no duty at any time to investigate or inform enforceability against Guarantor of the financial or business condition or affairs of the Other Borrower or any change therein, and Guarantor will keep fully appraised of the Other Borrower' financial and business condition; (i) Guarantor acknowledges and agrees that Guarantor may be required to pay and perform the Guaranteed Obligations in full without assistance or support from the Other Borrower or any other party; (j) Intentionally deleted; and (k) Guarantor has read and fully understands the provisions contained in the Loan Documents. Guarantor's representations, warranties and covenants are a material inducement to Lender to make the Loan and enter into the Loan Documents, and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting the Other Borrower, Guarantor, any other party, or any security for all or any part of the Guaranteed Obligationsthis Guaranty.

Representations, Warranties and Covenants of Guarantor. Guarantor hereby represents, warrants, and covenants that (a) [the shareholders, members or other beneficial owners of Guarantor has have][Guarantor has] a direct or indirect financial interest in the Other Borrower and will derive a material and substantial benefit, directly or indirectly, from the making of the Loan to Borrower and from the Other Borrowermaking of this Guaranty by Guarantor; (b) this Guaranty is has been duly authorized authorized, executed and validdelivered, and is constitutes the valid and legally binding upon and obligation of Guarantor, enforceable against Guarantorin accordance with its terms; (c) Guarantor is not, and the execution, delivery and performance by Guarantor of this Guaranty will not cause Guarantor to be, in violation of or in default with respect to any law law, any order of any court or governmental agency, the Guarantor’s charter documents and [by-laws][partnership agreement][operating agreement] of Guarantor or in default (or at risk of acceleration of indebtedness) under any agreement or restriction by which Guarantor is bound or affected; (d) [Guarantor is duly organized, validly existing, and in good standing under the laws of the state of its organization and has full power and authority to enter into and perform this Guaranty]; (e) Guarantor will indemnify the Administrative Agent and each Lender from any loss, cost or expense as a result of any representation or warranty of the Guarantor being false, incorrect, incomplete or misleading in any material respect; (ef) as of the date hereof, there is no litigation pending or, to the knowledge of Guarantor, threatened before or by any tribunal against or affecting Guarantor whichGuarantor, if adversely determined, which would materially affect the have a material and adverse effect on Guarantor’s ability of Guarantor to perform its obligations hereunderunder this Guaranty; (fg) all financial statements and information heretofore furnished to Lender Administrative Agent by Guarantor do, and all financial statements and information hereafter furnished to Lender Administrative Agent by Guarantor will, fully and accurately as of their dates, present the condition (financial or otherwise) of Guarantor as of their dates and the results of Guarantor's operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to LenderAdministrative Agent, and as of the date hereof, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to LenderAdministrative Agent, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (gh) after giving effect to this Guaranty, Guarantor is solvent, is not knowingly engaged or about to engage in business or a transaction for which the property of Guarantor is an unreasonably small capital, and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; (hi) none of Administrative Agent or any Lender has no any duty at any time to investigate or inform Guarantor of the financial or business condition or affairs of the Other Borrower or any change therein, and Guarantor will keep fully appraised apprised of the Other Borrower' 's financial and business condition; (ij) Guarantor acknowledges and agrees that Guarantor may be required to pay and perform the Guaranteed guaranteed Obligations in full without assistance or support from the Other Borrower or any other party; (j) Intentionally deletedPerson; and (k) Guarantor has read and fully understands the provisions contained in the Note, the Loan Agreement, the Security Instrument and the other Loan Documents. Guarantor's representations, warranties and covenants are a material inducement to Administrative Agent and each Lender to make the Loan and enter into the other Loan Documents, Documents and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting the Other Borrower, Guarantor, any other party, or any security for all or any part of the Guaranteed Obligations.

Representations, Warranties and Covenants of Guarantor. Guarantor hereby representsmakes the following representations, warrants, warranties and covenants that (each of which shall remain materially true and correct during the term hereof): (a) Guarantor has a financial interest in the Other Borrower and will derive a material and substantial benefit, directly or indirectly, from the making of the Loan to the Other Borrowerintentionally omitted; (b) this Guaranty is duly authorized and valid, and is binding upon and enforceable against Guarantor; (c) Guarantor is not, and the execution, delivery and performance by Guarantor of this Guaranty will and the incurrence of the Guaranteed Obligations, now or hereafter owing, and the creation of liens on Guarantor’s assets do not cause Guarantor to berequire any approval or consent of, in violation of or in default with respect to filing with, any law governmental authority or in default other Person (or at risk such approvals and consents have been obtained and delivered to the Lender) and are not in contravention of acceleration any provision of indebtednesslaw applicable to Guarantor; (c) under any agreement or restriction by this Guaranty and the other Loan Documents to which Guarantor is bound or affecteda party constitutes when delivered, valid and binding obligations of Guarantor, enforceable ​ in accordance with their respective terms; (d) the Guarantor will indemnify the Lender from is not a party to any lossindenture, cost loan or expense as credit agreement, or any lease or other agreement or instrument, or subject to any restriction, which is likely to have a result of any representation or warranty of the Guarantor being false, incorrect, incomplete or misleading in any material respectMaterial Adverse Effect; (e) Guarantor has filed all tax returns which are required to be filed (or obtained proper extensions of time for the filing thereof) and has paid, or made adequate provision for the payment of, all taxes which have or may become due pursuant to said returns or to assessments received; (f) the financial statements and other information pertaining to Guarantor submitted to Lender are true, complete and correct in all material respects and do not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein not misleading; (g) there is no litigation litigation, at law or in equity, or any proceeding before any federal, state, provincial or municipal board or other governmental or administrative agency pending or, to the knowledge of Guarantor, threatened before threatened, or any basis therefor, which involves a risk of any material judgment or liability not fully covered by insurance (other than any tribunal against or affecting Guarantor which, deductible) which is likely to be adversely determined and if adversely determinedso, would materially affect the ability of Guarantor to perform its obligations hereunder; (f) all financial statements and information heretofore furnished to Lender by Guarantor dohave a Material Adverse Effect, and all financial statements and information hereafter furnished to Lender by no judgment, decree, or order of any federal, state, provincial or municipal court, board or other governmental or administrative agency has been issued against Guarantor will, fully and accurately present the condition (financial or otherwise) of Guarantor as of their dates and the results of Guarantor's operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to Lender, no material adverse change which has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to Lender, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (g) after giving effect to this Guaranty, Guarantor is solvent, and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts maturea Material Adverse Effect; (h) Lender has no duty at any time to investigate or inform Guarantor the making of the financial or business condition or affairs of the Other Loan to Borrower or any change therein, and Guarantor will keep fully appraised of the Other Borrower' financial and business conditionresult in material benefits to Guarantor; (i) Guarantor acknowledges (1) has not entered into this Guaranty or any Loan Document with the actual intent to hinder, delay, or defraud any creditor and agrees that Guarantor may be required to pay and perform (2) has received reasonably equivalent value in exchange for the Guaranteed Obligations in full without assistance or support from hereunder and under the Other Borrower or any other partyLoan Documents; and (j) Intentionally deleted; Guarantor is not a “foreign person” within the meaning of Section 1445(1)(3) of the Internal Revenue Code. Each of the representations and (k) covenants of and/or relating to Guarantor has read and fully understands the provisions contained set forth in the other Loan Documents. Guarantor's representations, warranties Documents are hereby re-made by Guarantor and covenants are a material inducement to Lender to make the Loan and enter into the Loan Documents, and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting the Other Borrower, Guarantor, any other party, or any security for all or any part of the Guaranteed Obligationsincorporated herein by reference as if fully set forth herein.

Representations, Warranties and Covenants of Guarantor. Guarantor hereby represents, warrants, and covenants that (a) Guarantor hereby makes the following representations, warranties and covenants (each of which shall remain materially true and correct during the term hereof): (a) Guarantor is duly organized, validly existing and in good standing under the laws of its state of formation, and Guarantor has a financial interest in all requisite right and power to execute and deliver this Guaranty and to perform the Other Borrower and will derive a material and substantial benefit, directly or indirectly, from the making Guaranteed Recourse Obligations of the Loan to the Other Borrower; (b) this Guaranty is duly authorized and valid, and is binding upon and enforceable against Guarantor; (c) Guarantor is not, and the execution, delivery and performance by Guarantor of this Guaranty will and the incurrence of the Guaranteed Recourse Obligations of Borrower, now or hereafter owing, (i) are within the powers of Guarantor and (ii) do not cause Guarantor to berequire any approval or consent of, in violation of or in default with respect to filing with, any law governmental authority or in default other Person (or at risk such approvals and consents have been obtained and delivered to the Lender) and are not in contravention of acceleration any provision of indebtednesslaw applicable to Guarantor; (c) under any agreement or restriction by this Guaranty and the other Loan Documents to which Guarantor is bound a party constitutes when delivered, valid and binding obligations of Guarantor, enforceable in accordance with their respective terms, except as limited by bankruptcy, insolvency or affectedother laws of general application relating to the enforcement of creditors’ rights and equitable considerations; (d) the Guarantor will indemnify the Lender from is not in default under any lossindenture, cost loan or expense as credit agreement, or any lease or other agreement or instrument to which it is a result party, or in violation of any representation or warranty restriction to which it is subject, as of the Guarantor being falsedate hereof which, incorrectto Guarantor’s knowledge, incomplete is likely to have a Material Adverse Effect if there were such a default or misleading in any material respectviolation; (e) Guarantor has filed all tax returns which are required to be filed (or obtained proper extensions of time for the filing thereof) and has paid, or made adequate provision for the payment of, all taxes which have or may become due pursuant to said returns or to assessments received; (f) the financial statements and other information pertaining to Guarantor submitted to Lender are true, complete and correct in all material respects and do not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein not misleading; (g) there is no litigation litigation, at law or in equity, or any proceeding before any federal, state, provincial or municipal board or other governmental or administrative agency pending or, to the knowledge of Guarantor, threatened before threatened, or any basis therefor, which involves a risk of any material judgment or liability not fully covered by insurance (other than any tribunal against or affecting Guarantor which, deductible) which is likely to be adversely determined and if adversely determinedso, would materially affect the ability of Guarantor to perform its obligations hereunder; (f) all financial statements and information heretofore furnished to Lender by Guarantor dohave a Material Adverse Effect, and all financial statements and information hereafter furnished to Lender by no judgment, decree, or order of any federal, state, provincial or municipal court, board or other governmental or administrative agency has been issued against Guarantor will, fully and accurately present the condition (financial or otherwise) of Guarantor as of their dates and the results of Guarantor's operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to Lender, no material adverse change which has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to Lender, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (g) after giving effect to this Guaranty, Guarantor is solvent, and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts maturea Material Adverse Effect; (h) Lender has no duty at any time to investigate or inform Guarantor the making of the financial or business condition or affairs of the Other Loan to Borrower or any change therein, and Guarantor will keep fully appraised of the Other Borrower' financial and business conditionresult in material benefits to Guarantor; (i) Guarantor acknowledges (i) has not entered into this Guaranty or any Loan Document with the actual intent to hinder, delay, or defraud any creditor and agrees that Guarantor may be required to pay and perform (ii) has received reasonably equivalent value in exchange for the Guaranteed Recourse Obligations in full without assistance or support from of Borrower hereunder and under the Other Borrower or any other partyLoan Documents.; and (j) Intentionally deleted; Guarantor is not a “foreign person” within the meaning of Section 1445(1)(3) of the Internal Revenue Code. Each of the representations and (k) covenants of and/or relating to Guarantor set forth in the other Loan Documents, if any, are hereby re-made by Guarantor and incorporated herein by reference as if fully set forth herein. This Guaranty is not subject to any right of rescission, setoff, counterclaim or defense by Guarantor, nor would the operation of any of the terms of this Guaranty, or the exercise of any right hereunder, render the Loan Documents unenforceable. Guarantor has read and fully understands the provisions contained in not asserted any right of rescission, setoff, counterclaim or defense with respect to the Loan Documents. Guarantor's representations, warranties and covenants are a material inducement to Lender to make the Loan and enter into the Loan Documents, and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting the Other Borrower, Guarantor, any other party, or any security for all or any part . (b) As of the Guaranteed Obligations.date hereof, Guarantor is the operating company of American Finance Trust, Inc. and owns, directly or indirectly, substantially all of the assets of American Finance Trust, Inc.

Representations, Warranties and Covenants of Guarantor. Guarantor hereby represents, warrants, and covenants that (a) Guarantor has a financial interest in the Other Borrower and will expects to derive a material and substantial benefit, directly or indirectly, from the making of the Loan to Borrower and from the Other Borrowermaking of this Guaranty by Guarantor; (b) this Guaranty is duly authorized and valid, and is binding upon and enforceable against Guarantor; (c) Guarantor is not, and the execution, delivery and performance by Guarantor of this Guaranty will not cause Guarantor to be, in violation of or in default with respect to any law or in default (or at risk of acceleration of indebtedness) under any agreement or restriction by which Guarantor is bound or affected; and (d) the Guarantor will indemnify the Lender from any loss, cost or expense as a result of any representation or warranty of the Guarantor being false, incorrect, incomplete or misleading in any material respect; (e) there is no litigation pending or, has full power and authority to enter into and perform this Guaranty. In addition to the knowledge of Guarantorforegoing, threatened before or by any tribunal against or affecting Guarantor which, if adversely determined, would materially affect the ability of Guarantor to perform its obligations hereunder; (f) all financial statements represents and information heretofore furnished warrants to Lender by that Guarantor dohas established adequate means of obtaining from Borrower, on a continuing basis, financial and other information pertaining to the business, operations and condition (financial and otherwise) of Borrower and its properties, and all Guarantor now is and hereafter will be completely familiar with the businesses, operations and condition (financial statements and information hereafter furnished otherwise) of Borrower and its properties. Guarantor hereby expressly waives and relinquishes any duty on the part of Lender (should any such duty exist) to Lender by disclose to Guarantor willany matter, fully and accurately present fact or thing related to the businesses, operations or condition (financial or otherwise) of Guarantor as Borrower or its properties, whether now known or hereafter known by Lender during the life of their dates and the results of Guarantor's operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to Lender, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to Lender, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (g) after giving effect to this Guaranty, Guarantor is solvent, and does not intend . With respect to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; (h) Lender has no duty at any time to investigate or inform Guarantor of the financial or business condition or affairs of the Other Borrower or any change therein, and Guarantor will keep fully appraised of the Other Borrower' financial and business condition; (i) Guarantor acknowledges and agrees that Guarantor may be required to pay and perform the Guaranteed Obligations in full without assistance or support from the Other Borrower or any other party; (j) Intentionally deleted; and (k) Guarantor has read and fully understands the provisions contained in the Loan Documents. Guarantor's representations, warranties and covenants are a material inducement to Lender to make the Loan and enter into the Loan Documents, and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting the Other Borrower, Guarantor, any other party, or any security for all or any part of the Guaranteed Obligations, Lender need not inquire into the powers of Borrower or the members or employees acting or purporting to act on Borrower's behalf, and all Guaranteed Obligations made or created in good faith reliance upon the professed exercise of such powers shall be secured hereby.

Representations, Warranties and Covenants of Guarantor. Guarantor hereby represents, warrants, and covenants that that: (a) Guarantor has a financial interest in the Other Borrower and will derive a material and substantial benefit, directly or indirectly, from the making of the Loan to Borrower and from the Other Borrowermaking of this Guaranty by Guarantor; (b) this Guaranty is duly authorized and valid, and is binding upon and enforceable against Guarantor; (c) Guarantor is not, and the execution, delivery and performance by Guarantor of this Guaranty will not cause Guarantor to be, in violation of or in default with respect to any law or in default (or at risk of acceleration of indebtedness) under any agreement or restriction by which Guarantor is bound or affected; (d) Guarantor is duly organized, validly existing, and in good standing under the laws of the state of its organization and under Delaware laws, is lawfully doing business in California, and has full power and authority to enter into and perform this Guaranty; (e) Guarantor will indemnify the Lender Administrative Agent and Lenders from any loss, cost or expense as a result of any representation or warranty of the Guarantor being false, incorrect, incomplete or misleading in any material respect; (ef) there is no litigation pending or, to the knowledge of Guarantor, threatened before or by any tribunal against or affecting Guarantor which, if adversely determined, would materially affect the ability of Guarantor to perform its obligations hereunderGuarantor; (fg) all financial statements and information heretofore furnished to Lender Administrative Agent or Lenders by Guarantor do, and all financial statements and information hereafter furnished to Lender Administrative Agent or Lenders by Guarantor will, fully and accurately present the condition (financial or otherwise) of Guarantor as of their dates and the results of Guarantor's ’s operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to LenderAdministrative Agent or Lenders, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to LenderAdministrative Agent, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (gh) after giving effect to this Guaranty, Guarantor is solvent, is not engaged or about to engage in business or a transaction for which the property of Guarantor is an unreasonably small capital, and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; (hi) Lender has no neither Administrative Agent nor Lenders have any duty at any time to investigate or inform Guarantor of the financial or business condition or affairs of the Other Borrower or any change therein, and Guarantor will keep fully appraised apprised of the Other Borrower' ’s financial and business condition; (ij) Guarantor acknowledges and agrees that Guarantor may be required to pay and perform the Guaranteed Obligations in full without assistance or support from the Other Borrower or any other party; (j) Intentionally deletedPerson; and (k) Guarantor has read and fully understands the provisions contained in the Note, the Loan Agreement, the Deed of Trust, and the other Loan Documents. Guarantor's ’s representations, warranties and covenants are a material inducement to Lender Administrative Agent and Lenders to make the Loan and enter into the other Loan Documents, Documents and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting the Other Borrower, Guarantor, any other party, or any security for all or any part of the Guaranteed Obligations.. Until the Guaranteed Obligations are paid and performed in fall and each and every term, covenant and condition of this Guaranty is fully performed, Guarantor hereby further agrees:

Representations, Warranties and Covenants of Guarantor. Until the Guaranteed Obligations are paid and performed in full and each and every term, covenant and condition of this Guaranty is fully performed, Guarantor hereby represents, warrants, and covenants that that: (a) Guarantor has a financial interest in the Other Borrower and will derive a material and substantial benefit, directly or indirectly, from the making of the Loan to Borrower and from the Other Borrowermaking of this Guaranty by Guarantor; (b) this Guaranty is duly authorized and valid, and is binding upon and enforceable against Guarantor; (c) Guarantor is not, and the execution, delivery and performance by Guarantor of this Guaranty will not cause Guarantor to be, in violation of or in default with respect to any law or in default (or at risk of acceleration of indebtedness) under any agreement or restriction by which Guarantor is bound or affected; (d) unless Guarantor is a natural person, Guarantor is duly organized, validly existing, and in good standing under the Guarantor will indemnify the Lender from any loss, cost or expense as a result of any representation or warranty laws of the Guarantor being false, incorrect, incomplete or misleading in any material respectstate of its organization and has full power and authority to enter into and perform this Guaranty; (e) there is are no litigation actions, suits or proceedings pending or, to the knowledge of against or affecting Guarantor, threatened at law, in equity or before or by any tribunal against governmental authorities except actions, suits or affecting Guarantor whichproceedings which are fully covered by insurance or would, if adversely determined, would materially affect the ability not be likely to have a material adverse effect on Guarantor’s business or financial condition and Guarantor is not in material default with respect to any order, writ, injunction, decree or demand of Guarantor to perform its obligations hereunderany court or governmental authorities; (f) all financial statements and information heretofore furnished to Lender by Guarantor do, and all financial statements and information hereafter furnished to Lender by Guarantor will, fully and accurately present the condition (financial or otherwise) of Guarantor as of their dates and the results of Guarantor's ’s operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to Lender, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to Lender, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (g) after giving effect to this Guaranty, Guarantor is solvent, is not engaged or about to engage in business or a transaction for which the property of Guarantor is an unreasonably small capital, and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; (h) Lender has no duty at any time to investigate or inform Guarantor of the financial or business condition or affairs of the Other Borrower or any change therein, and Guarantor will keep fully appraised of the Other Borrower' financial and business condition; (i) Guarantor acknowledges and agrees that Guarantor may be required to pay and perform the Guaranteed Obligations in full without assistance or support from the Other Borrower or any other party; (j) Intentionally deleted; and (k) Guarantor has read and fully understands the provisions contained in the Note, the Loan Agreement, the Mortgage, the Environmental Agreement and the other Loan Documents. Guarantor further represents, warrants and covenants that if any Swap Contract shall at any time be in effect, (x) Guarantor has received and examined copies of each such Swap Contract, the observance and performance of which by Borrower is hereby guaranteed; (y) Guarantor will benefit from Lender’s entering into each such Swap Contract and any transaction thereunder with Borrower, and Guarantor has determined that the execution and delivery by Guarantor of this Guaranty are necessary and convenient to the conduct, promotion and attainment of the business of Guarantor's ; and (z) Lender has no duty to determine whether any Swap Contract, or any other transaction relating to or arising under any Swap Contract, will be or has been entered into by Borrower for purposes of hedging interest rate, currency exchange rate, or other risks arising in its businesses or affairs and not for purposes of speculation, or is otherwise inappropriate for Borrower. Guarantor’s representations, warranties and covenants are a material inducement to Lender to make the Loan and enter into the other Loan Documents, Documents and any Swap Contract shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting the Other Borrower, Guarantor, any other party, or any security for all or any part of the Guaranteed Obligations.

Representations, Warranties and Covenants of Guarantor. Guarantor hereby represents, warrants, and covenants that that: (a) Guarantor has a financial interest in the Other Borrower and will derive a material and substantial benefit, directly or indirectly, from the making of the Loan to Borrower and from the Other Borrower; making of this Guaranty by Guarantor; (b) this Guaranty is duly authorized and valid, and is binding upon and enforceable against Guarantor; ; (c) Guarantor is not, and the execution, delivery and performance by Guarantor of this Guaranty will not cause Guarantor to be, in violation of or in default with respect to any law or in default (or at risk of acceleration of indebtedness) under any agreement or restriction by which Guarantor is bound or affected; ; (d) the Guarantor will indemnify the Lender from any loss, cost or expense as a result of any representation or warranty of the Guarantor being false, incorrect, incomplete or misleading in any material respect; ; (e) there is no litigation pending or, to the knowledge of Guarantor, threatened before or by any tribunal against or affecting Guarantor which, if adversely determined, which would materially affect the have a material adverse impact on Guarantor's ability of Guarantor to pay and perform its obligations hereunder; under this Guaranty; (f) all financial statements and information heretofore furnished to Lender by Guarantor do, and all financial statements and information hereafter furnished to Lender by Guarantor will, fully and accurately present the condition (financial or otherwise) of Guarantor as of their dates and the results of Guarantor's operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to Lender, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to Lender, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; ; (g) after giving effect to this Guaranty, Guarantor is solvent, is not engaged or about to engage in business or a transaction for which the property of Guarantor is an unreasonably small capital, and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; ; (h) Lender has no duty at any time to investigate or inform Guarantor of the financial or business condition or affairs of the Other Borrower or any change therein, and Guarantor will keep fully appraised apprised of the Other Borrower' 's financial and business condition; ; (i) Guarantor acknowledges and agrees that Guarantor may be required to pay and perform the Guaranteed Obligations in full without assistance or support from the Other Borrower or any other partyperson or entity; and (j) Intentionally deleted; and (k) Guarantor has read and fully understands the provisions contained in the Note and the other Loan DocumentsDocuments and is satisfied with the same in all respects. Guarantor's representations, warranties and covenants are a material inducement to Lender to make the Loan and enter into the other Loan Documents, Documents and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting the Other Borrower, Guarantor, any other party, or any security for all or any part of the Guaranteed Obligations.

Representations, Warranties and Covenants of Guarantor. In order to induce the Lenders to make Loans to the Borrowers, and issue Letters of Credit for the accounts of the Borrowers pursuant to the Credit Agreement, the Guarantor hereby represents, warrants, warrants and covenants that that: (a) Guarantor (i) is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation; (ii) is duly qualified to do business and is in good standing under the laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification except where the failure so to qualify could not reasonably be expected to result in a Material Adverse Effect; (iii) has a financial interest the requisite corporate power and authority and the legal right to own, pledge, mortgage and operate its properties, to lease the property it operates under lease, and to conduct its business as now, heretofore and proposed to be conducted; (iv) has all licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct; (v) is in compliance with its charter and by-laws; and (vi) is in compliance with all applicable provisions of law, except where the failure to comply, individually or in the Other Borrower and will derive aggregate, could not reasonably be expected to have a material and substantial benefit, directly or indirectly, from the making of the Loan to the Other Borrower; Material Adverse Effect. (b) this Guaranty is duly authorized and valid, and is binding upon and enforceable against Guarantor; (c) Guarantor is not, and the The execution, delivery and performance of this Guarantee and all other Loan Documents and all instruments and documents to be delivered by Guarantor hereunder and under the Credit Agreement are within Guarantor’s corporate power, have been duly authorized by all necessary or proper corporate action, including the consent of this Guaranty will stockholders where required, are not cause Guarantor to bein contravention of any provision of Guarantor’s charter or by-laws, in violation of or in default with respect to do not violate any law or regulation, or any order or decree of any Governmental Authority, do not conflict with or result in the breach of, or constitute a default (under, or at risk of accelerate or permit the acceleration of indebtedness) under any performance required by, any indenture, mortgage, deed of trust, lease, agreement or restriction other instrument to which Guarantor is a party or by which Guarantor or any of its property is bound bound, do not result in the creation or affectedimposition of any Lien upon any of the property of Guarantor, other than those in favor of Administrative Agent, for itself and the benefit of Lenders, and the same do not require the consent or approval of any Governmental Authority or any other Person except those referred to in Section 3.4 of the Credit Agreement, all of which have been duly obtained, made or complied with prior to the Closing Date. On or prior to the Closing Date, this Guarantee and each of the Loan Documents to which Guarantor is a party shall have been duly executed and delivered for the benefit of or on behalf of Guarantor, and each shall then constitute a legal, valid and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws effecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought in equity or at law). (c) the Guarantor acknowledges that an executed (or conformed) copy of each of the Loan Documents has been made available to a senior officer of the Guarantor and such officer is familiar with the contents thereof; and (d) the Guarantor will indemnify the Lender from any loss, cost or expense has received at least “reasonably equivalent value” (as a result of any representation or warranty such phrase is used in §548 of the Guarantor being false, incorrect, incomplete or misleading Bankruptcy Code and in any material respect; (ecomparable provisions of other applicable law) there is no litigation pending or, and more than sufficient consideration to the knowledge of Guarantor, threatened before or by any tribunal against or affecting Guarantor which, if adversely determined, would materially affect the ability of Guarantor to perform support its obligations hereunder; (f) all financial statements and information heretofore furnished to Lender by Guarantor do, and all financial statements and information hereafter furnished to Lender by Guarantor will, fully and accurately present the condition (financial or otherwise) hereunder in respect of Guarantor as of their dates and the results of Guarantor's operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to Lender, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to Lender, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (g) after giving effect to this Guaranty, Guarantor is solvent, and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; (h) Lender has no duty at any time to investigate or inform Guarantor of the financial or business condition or affairs of the Other Borrower or any change therein, and Guarantor will keep fully appraised of the Other Borrower' financial and business condition; (i) Guarantor acknowledges and agrees that Guarantor may be required to pay and perform the Guaranteed Obligations in full without assistance or support from the Other Borrower or and under any other party; (j) Intentionally deleted; and (k) Guarantor has read and fully understands the provisions contained in of the Loan Documents. Guarantor's representations, warranties and covenants are Documents to which it is a material inducement to Lender to make the Loan and enter into the Loan Documents, and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting the Other Borrower, Guarantor, any other party, or any security for all or any part of the Guaranteed Obligations.

Representations, Warranties and Covenants of Guarantor. Guarantor hereby represents, warrants, and covenants that that: (a) Guarantor has a financial interest in the Other Borrower and will derive a material and substantial benefit, directly or indirectly, from the making of the Loan to the Other Borrower; (b) this Guaranty is duly authorized and valid, and is binding upon and enforceable against Guarantor; (cb) Guarantor is not, and the execution, delivery and performance by Guarantor of this Guaranty will not cause Guarantor to be, in violation of or in default with respect to any law or in default (or at risk of acceleration of indebtedness) under any agreement or restriction by which Guarantor is bound or affected; (dc) unless Guarantor is a natural person, Guarantor is duly organized, validly existing, and in good standing under the Guarantor will indemnify the Lender from any loss, cost or expense as a result of any representation or warranty laws of the Guarantor being false, incorrect, incomplete or misleading in any material respectstate of its organization and has full power and authority to enter into and perform this Guaranty; (ed) there is no material litigation pending with respect to which process has been served or, to the knowledge of Guarantor, threatened by or before or by any tribunal against or affecting Guarantor which, if adversely determined, would materially affect the have a material adverse effect on Guarantor’s ability of Guarantor to perform its obligations hereunder; (fe) all financial statements and information heretofore furnished to Lender by Guarantor do, and all financial statements and information hereafter furnished to Lender by Guarantor will, fully and accurately present the condition (financial or otherwise) of Guarantor as of their dates and the results of Guarantor's ’s operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to Lender, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to Lender, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (g) after giving effect to this Guaranty, Guarantor is solvent, and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; (h) Lender has no duty at any time to investigate or inform Guarantor of the financial or business condition or affairs of the Other Borrower or any change therein, and Guarantor will keep fully appraised of the Other Borrower' financial and business condition; (i) Guarantor acknowledges and agrees that Guarantor may be required to pay and perform the Guaranteed Obligations in full without assistance or support from the Other Borrower or any other party; (j) Intentionally deleted; and (k) Guarantor has read and fully understands the provisions contained in the Loan Documents. Guarantor's representations, warranties and covenants are a material inducement to Lender to make the Loan and enter into the Loan Documents, and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting the Other Borrower, Guarantor, any other party, or any security for all or any part of the Guaranteed Obligations.disclosed

Representations, Warranties and Covenants of Guarantor. Until the Guaranteed Obligations are paid and performed in full and each and every term, covenant and condition of this Guaranty is fully performed, Guarantor hereby represents, warrants, and covenants that that: (a) Guarantor has a financial interest in the Other Borrower and will derive a material and substantial benefit, directly or indirectly, from the making of the Loan to Borrower and from the Other Borrowermaking of this Guaranty by Guarantor; (b) this Guaranty is duly authorized and valid, and is binding upon and enforceable against Guarantor; (c) Guarantor is not, and the execution, delivery and performance by Guarantor of this Guaranty will not cause Guarantor to be, in violation of or in default with respect to any law or in default (or at risk of acceleration of indebtedness) under any agreement or restriction by which Guarantor is bound or affected; (d) unless Guarantor is a natural person, Guarantor is duly organized, validly existing, and in good standing under the Guarantor will indemnify the Lender from any loss, cost or expense as a result of any representation or warranty laws of the Guarantor being false, incorrect, incomplete or misleading in any material respectstate of its organization and has full power and authority to enter into and perform this Guaranty; (e) there is no litigation pending or, to the knowledge of Guarantor, threatened by or before or by any tribunal against or affecting Guarantor which, if adversely determined, which would materially adversely affect the ability of Guarantor to perform fulfill its obligations hereunderunder this Guaranty; (f) all financial statements and information heretofore furnished to Lender by Guarantor do, and all financial statements and information hereafter furnished to Lender by Guarantor will, fully and accurately present the condition (financial or otherwise) of Guarantor as of their dates and the results of Guarantor's ’s operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to Lender, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to Lender, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (g) after giving effect to this Guaranty, Guarantor is solvent, is not engaged or about to engage in business or a transaction for which the property of Guarantor is an unreasonably small capital, and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; (h) Lender has no duty at any time to investigate or inform Guarantor of the financial or business condition or affairs of the Other Borrower or any change therein, and Guarantor will keep fully appraised of the Other Borrower' financial and business condition; (i) Guarantor acknowledges and agrees that Guarantor may be required to pay and perform the Guaranteed Obligations in full without assistance or support from the Other Borrower or any other party; (j) Intentionally deleted; and (k) Guarantor has read and fully understands the provisions contained in the Note, the Loan Agreement, the Deed of Trust, the Environmental Agreement and the other Loan Documents. Guarantor's representationsGuarantor further represents, warranties warrants and covenants are a material inducement to Lender to make that if any Swap Contract shall at any time be in effect, (x) Guarantor has received and examined copies of each such Swap Contract, the Loan observance and enter performance of which by Borrower is hereby guaranteed; (y) Guarantor will benefit from Lender’s entering into the Loan Documents, each such Swap Contract and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting the Other Borrower, Guarantor, any other party, or any security for all or any part of the Guaranteed Obligations.BofA/Landstown

Representations, Warranties and Covenants of Guarantor. Guarantor hereby represents, warrants, and covenants that (a) Guarantor has a financial interest hereby represents and warrants that (i) it is duly organized and validly existing in good standing under the Other Borrower laws of the jurisdiction under which it is organized and is duly qualified to do business and is in good standing in every other jurisdiction as to which the nature of the business conducted by it makes such qualification necessary (except where the failure to be so qualified will derive not have a material adverse effect on its financial condition), (ii) it has power and substantial benefitauthority to enter into and perform this Guaranty, directly or indirectly, from the making of the Loan to the Other Borrower; (biii) this Guaranty is duly authorized and valid, and is binding upon and enforceable against Guarantor; (c) Guarantor is not, and the execution, delivery and performance by Guarantor of this Guaranty will by it have been duly authorized by proper action and are not cause Guarantor in contravention of law or of the terms of its Articles of Incorporation or By-Laws, or any material agreement, instrument, indenture or other material undertaking to bewhich it is a party or by which it is bound, (iv) all registrations and approvals of any governmental agency, department or commission necessary for the execution, delivery and performance of this Guaranty and for the validity and enforceability thereof, have been obtained and are in full force and effect, (v) this Guaranty is the legal, valid and binding obligation of the Guarantor, enforceable against the Guarantor, in violation accordance with its terms, subject to bankruptcy, insolvency and similar laws and to the availability of equitable remedies, (vi) except as described on Schedule A hereto, no legal proceedings are pending, or in default with respect threatened, before any court or governmental agency which would materially and adversely affect its financial condition, operations or any licenses or its ability to any law or in default perform under this Guaranty, and (or at risk of acceleration of indebtedness) under any agreement or restriction by which Guarantor is bound or affected; (dvii) the Guarantor will indemnify has received and reviewed copies of the Financing Facility Agreement. (b) The Guarantor covenants and agrees with the Lender from any lossthat, cost or expense as a result of any representation or warranty until the payment in full of the Guarantor being false, incorrect, incomplete Obligations or misleading in any material respect; (e) there is no litigation pending or, the termination of this Guaranty pursuant to the knowledge of Guarantor, threatened before or by any tribunal against or affecting Guarantor which, if adversely determined, would materially affect the ability of Guarantor to perform its obligations hereunder; (f) all financial statements and information heretofore furnished to Lender by Guarantor do, and all financial statements and information hereafter furnished to Lender by Guarantor will, fully and accurately present the condition (financial or otherwise) of Guarantor as of their dates and the results of Guarantor's operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to Lender, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to Lender, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (g) after giving effect to this Guaranty, Guarantor is solvent, and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; (h) Lender has no duty at any time to investigate or inform Guarantor of the financial or business condition or affairs of the Other Borrower or any change therein, and Guarantor will keep fully appraised of the Other Borrower' financial and business condition; (i) Guarantor acknowledges and agrees that Guarantor may be required to pay and perform the Guaranteed Obligations in full without assistance or support from the Other Borrower or any other party; (j) Intentionally deleted; and (k) Guarantor has read and fully understands the provisions contained in the Loan Documents. Guarantor's representations, warranties and covenants are a material inducement to Lender to make the Loan and enter into the Loan Documents, and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting the Other Borrower, Guarantor, any other party, or any security for all or any part of the Guaranteed Obligations.Section 20 hereof:

Representations, Warranties and Covenants of Guarantor. The Guarantor hereby represents, warrants, warrants and covenants that covenants: (a) Guarantor has is a financial interest in corporation duly organized and validly existing under the Other Borrower and will derive a material and substantial benefit, directly or indirectly, from the making laws of the Loan State of Delaware and has full power and authority to consummate the Other Borrower; transactions contemplated hereby. (b) this This Guaranty, the Completion Guaranty, the Operating Deficit Guaranty is and the Environmental Indemnity Agreement have been duly authorized executed and valid, delivered by the Guarantor and is constitute the valid and binding upon obligations of the Guarantor and are enforceable against Guarantor; the Guarantor in accordance with their respective terms. (c) Guarantor is notnot insolvent (as such term is defined in the Bankruptcy Code), and the execution, delivery and performance Guarantor will not be rendered insolvent by Guarantor execution of this Guaranty or any other Loan Document to which it is a party or by the consummation of the transactions contemplated thereby. (d) The consummation of the transactions contemplated hereby and the performance by the Guarantor of the Guarantor's obligations under this Guaranty, the Completion Guaranty, the Operating Deficit Guaranty, the Environmental Indemnity Agreement or any other Loan Document to which the Guarantor is a party will not cause Guarantor result in any breach of, give rise to bea lien under, in violation or constitute a default under, any mortgage, deed of trust, lease, bank loan or in default with respect to any law credit agreement, partnership agreement, corporate charter, by-laws or in default (or at risk of acceleration of indebtedness) under any other agreement or restriction instrument to which the Guarantor is a party or by which Guarantor is it may be bound or affected; (d) the Guarantor will indemnify the Lender from any loss, cost or expense as a result of any representation or warranty of the Guarantor being false, incorrect, incomplete or misleading in any material respect; . (e) there is no litigation pending or, The Financial Statements delivered by the Guarantor to the knowledge of Guarantor, threatened before Agent at or by any tribunal against or affecting Guarantor which, if adversely determined, would materially affect prior to the ability of Guarantor to perform its obligations hereunder; (f) all financial statements and information heretofore furnished to Lender by Guarantor do, and all financial statements and information hereafter furnished to Lender by Guarantor will, fully Closing fairly and accurately present the financial condition (financial or otherwise) of the Guarantor as of their dates and the results of Guarantor's operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to Lenderthereof, and no material adverse change has occurred in the financial condition reflected therein since the date thereof. The Financial Statements have been prepared in accordance with sound accounting methods, principles and standards consistently applied and do not omit facts, the omission of Guarantorwhich would make such Financial Statements materially misleading. (f) Except as disclosed on Schedule 1 annexed hereto and made a part hereof, northere are no actions, except as heretofore disclosed suits or proceedings involving claims in writing excess of $1,000,000 pending, or to Lenderthe best knowledge of the Guarantor threatened, has against or affecting the Guarantor incurred or the Premises, or involving the validity or enforceability of the Mortgage, or the priority of the liens thereof, at law or in equity, before or by any material liabilityGovernmental Authority; and the Guarantor is not operating under or subject to, direct in default of, or indirectin violation with respect to, fixed any order, writ, injunction, decree or contingent; demand of any court or any Governmental Authority involving claims in excess of $1,000,000 that reasonably could materially and adversely affect its ability to perform its obligations hereunder. (g) after giving effect The Guarantor shall promptly provide the Agent with written notice of any pending or threatened litigation against the Guarantor or the Premises, with respect to which an adverse decision is reasonably likely involving claims in excess of $1,000,000; or the commencement against the Guarantor or the Premises of any proceedings or investigations by a governmental or regulatory agency involving claims in excess of $1,000,000 that reasonably could materially and adversely affect its ability to perform its obligations hereunder. (h) There is no default on the part of the Guarantor under or with respect to this Guaranty, the Completion Guaranty, the Operating Deficit Guaranty, the Environmental Indemnity Agreement or any other Loan Document to which the Guarantor is solventa party, and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; (h) Lender no event has no duty at occurred and is continuing which with the giving of notice and the passage of time would constitute a default on the part of Guarantor under any time to investigate or inform Guarantor of the financial or business condition or affairs of the Other Borrower or any change therein, and Guarantor will keep fully appraised of the Other Borrower' financial and business condition; aforesaid documents. (i) The Guarantor does not have any counterclaims, offsets or defenses with respect to the Loan or with respect to its obligations under this Guaranty, the Completion Guaranty, the Operating Deficit Guaranty, the Environmental Indemnity Agreement, the Notes or any other Loan Document to which it is a party. (j) The Guarantor will not join in any action, or consent to amend, terminate or modify the organizational documents of the Borrower without the prior written consent of the Agent. (k) The Guarantor will promptly comply with all conditions of this Guaranty and the other Loan Documents with which the Guarantor is required to comply. The Guarantor will promptly and fully respond to any inquiry of the Agent made with respect to the Loan, the Land, the Improvements, or any of the matters covered by this Guaranty. (l) The Guarantor will not modify or amend or terminate (other than by full performance thereof) any Loan Document without the prior written consent of the Agent. (m) The Guarantor agrees to pay within ten (10) Domestic Business Days of any written demand by the Agent to Guarantor all expenses (including, without limitation, reasonable legal expenses) of, or incidental to, or in any way relating to the enforcement or protection of the rights of the Agent or the Lenders hereunder. (n) The Guarantor is deriving or expects to derive a financial or other advantage from each and every obligation incurred by the Borrower to the Agent or the Lenders. (o) The Guarantor hereby acknowledges receipt of copies of, and hereby approves, the Plans, the Mortgage, the Loan Agreement and the other Loan Documents. (p) The Guarantor shall execute and deliver to the Agent, from time to time, such other documents as shall be reasonably necessary to give full effect to the rights and remedies granted or provided by this Guaranty. (q) The Guarantor shall furnish to the Agent (i) quarterly internally-prepared Financial Statements, certified by an officer of the Guarantor, within forty-five (45) days after the end of each calendar quarter, (ii) annual audited Financial Statements, certified by an officer of the Guarantor within one hundred twenty (120) days after the end of each fiscal year of the Guarantor, (iii) quarterly internally- prepared certificates evidencing that the Guarantor's net worth is equal to at least $70,000,000, certified by an officer of the Guarantor, within forty-five days after the end of each calendar quarter, (iv) quarterly internally-prepared certificates evidencing that the Guarantor has Liquid Assets equal to at least $5,000,000, certified by an officer of the Guarantor, within forty-five (45) days after the end of each calendar quarter, and (v) such other financial information relating to the Guarantor as may be reasonably requested from time to time by Agent. (r) The Guarantor has implemented a program to assess, remediate and mitigate the potential impact of the Year 2000 Issue throughout the Guarantor's company. The Guarantor's program has been structured to address its internal computer systems and applications, network services operations, facilities operations and third-party vendors and suppliers. The Guarantor believes that it is taking the necessary steps within its control to mitigate the potential impact of the Year 2000 Issue on the Guarantor and shall continue to do so. (s) The Guarantor acknowledges and agrees agrees, subject to the limitations set forth in the succeeding sentence, that Guarantor may (i) in the calculation of the aggregate outstanding principal balance of the Loan for purposes of calculating the Guaranty Obligations hereunder said aggregate outstanding principal balance of the Loan will not be required to pay and perform reduced or deemed reduced, either before or after an Event of Default, by any payments or recoveries received or deemed received by the Guaranteed Obligations in full without assistance Lenders (or support from by the Other Borrower Agent on behalf of the Lenders) as a result of a foreclosure or any other party; (j) Intentionally deleteda sale of the Premises; and (kii) the Agent and the Lenders may apply any payments (other than payments made by the Guarantor has read hereunder) or recoveries received after a default under any of the Loan Documents to principal, interest, expenses and fully understands other sums due with respect to the provisions contained Loan in such order as may be provided in the Loan Agreement or the other Loan Documents, or, to the extent not so provided, in such order as the Agent or any Lender, in its sole discretion, may elect, regardless of the manner in which any such payments or recoveries are allocated or reflected in any foreclosure, judgment, or deficiency or allocation proceeding relative to the foreclosure of the Mortgage, and any such payments or recoveries, regardless of how applied, shall not reduce the amount of principal or other sums guaranteed hereby. Guarantor's representationsNotwithstanding the foregoing, warranties (x) this provision shall not obligate Guarantor to pay or reimburse Lender or Agent for any expense item for which Lender has already received actual payment or reimbursement from Borrower or Guarantor and covenants are (y) the liability of the Guarantor hereunder shall not exceed the lesser of (1) the amount of the Guaranty Obligations calculated in accordance with clause (i) of this paragraph 4(r) and (2) the amount of a material inducement deficiency judgment determined to Lender be owing following a foreclosure pursuant to make the Loan and enter into the Loan Documents; provided, and however, that nothing herein or in any of the other Loan Documents shall survive obligate the execution hereof and any bankruptcy, foreclosure, transfer of security Agent or other event affecting the Other Borrower, Guarantor, any other party, Lenders to foreclose on collateral before or any security for all as a condition to or any as part of the Guaranteed Obligationsasserting claims under this Guaranty.

Representations, Warranties and Covenants of Guarantor. Guarantor hereby represents, warrants, warrants and covenants that to BNPLC as follows: (a) The Recitals at the beginning of this Guaranty are true and correct in all material respects. (b) The direct or indirect value of the consideration received and to be received by Guarantor has a financial interest in connection herewith is reasonably worth at least as much as the Other Borrower liability and will derive a material obligations of Guarantor hereunder, and substantial benefitthe incurrence of such liability and obligations in return for such consideration may reasonably be expected to benefit Guarantor, directly or indirectly, from the making of the Loan to the Other Borrower; (b) this Guaranty is duly authorized and valid, and is binding upon and enforceable against Guarantor; . (c) Guarantor is not, and the The execution, delivery and performance by Guarantor of this Guaranty do not and will not cause constitute a breach or default under any other material agreement or contract to which Guarantor is a party or by which Guarantor is bound or which affects the Property, and do not violate or contravene any law, order, decree, rule or regulation to bewhich Guarantor is subject, and such execution, delivery and performance by Guarantor will not result in violation the creation or imposition of (or the obligation to create or impose) any lien, charge or encumbrance on, or security interest in, Guarantor's property pursuant to the provisions of any of the foregoing. (d) There are no judicial or administrative actions, suits, proceedings or investigations pending or, to Guarantor's knowledge, threatened that will adversely affect the Property or the validity, enforceability or priority of this Guaranty, and Guarantor is not in default with respect to any law order, writ, injunction, decree or in default (or at risk of acceleration of indebtedness) under any agreement or restriction by which Guarantor is bound or affected; (d) the Guarantor will indemnify the Lender from any loss, cost or expense as a result demand of any representation court or warranty other governmental or regulatory authority that could materially and adversely affect the use, occupancy or operation of the Guarantor being false, incorrect, incomplete Property. No condemnation or misleading in any material respect; (e) there is no litigation other like proceedings are pending or, to the knowledge of Guarantor's knowledge, threatened before or by any tribunal against or affecting Guarantor whichthe Property. (e) The execution, if adversely determined, would materially affect the ability of Guarantor to perform its obligations hereunder; (f) all financial statements delivery and information heretofore furnished to Lender performance by Guarantor do, and all financial statements and information hereafter furnished to Lender by Guarantor will, fully and accurately present the condition (financial or otherwise) of Guarantor as of their dates and the results of Guarantor's operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to Lender, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to Lender, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (g) after giving effect to this Guaranty, Guarantor is solvent, Guaranty are duly authorized and does not intend to incur require the consent or believe that it will incur debts that will be beyond its ability to pay as such debts mature; (h) Lender has no duty at approval of any time to investigate or inform Guarantor of the financial or business condition or affairs of the Other Borrower or any change therein, and Guarantor will keep fully appraised of the Other Borrower' financial and business condition; (i) Guarantor acknowledges and agrees that Guarantor may be required to pay and perform the Guaranteed Obligations in full without assistance or support from the Other Borrower or any other party; (j) Intentionally deleted; and (k) Guarantor has read and fully understands the provisions contained in the Loan Documents. Guarantor's representations, warranties and covenants are a material inducement to Lender to make the Loan and enter into the Loan Documents, and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security governmental body or other event affecting the Other Borrower, Guarantor, any other party, or any security for all or any part of the Guaranteed Obligations.regulatory

Representations, Warranties and Covenants of Guarantor. Guarantor hereby representsmakes the following representations, warrants, warranties and covenants that covenants: (a) Guarantor is duly organized, validly existing and in good standing under the laws of its state of formation, and Guarantor has all requisite right and power to execute and deliver this Guaranty and to perform the Guaranteed Recourse Obligations of Borrower; (b) the execution, delivery and performance of this Guaranty and the incurrence of the Guaranteed Recourse Obligations of Borrower, now or hereafter owing, and the creation of liens on Guarantor’s assets (i) are within the powers of Guarantor and (ii) do not require any approval or consent of, or filing with, any governmental authority or other Person (or such approvals and consents have been obtained and delivered to the Lender) and are not in contravention of any provision of law applicable to Guarantor; (c) this Guaranty and the other Loan Documents to which Guarantor is a party constitutes when delivered, valid and binding obligations of Guarantor, enforceable in accordance with their respective terms; (d) Guarantor is not a party to any indenture, loan or credit agreement, or any lease or other agreement or instrument, or subject to any restriction, which is likely to have a Material Adverse Effect; (e) Guarantor has filed all tax returns which are required to be filed (or obtained proper extensions of time for the filing thereof) and has paid, or made adequate provision for the payment of, all taxes which have or may become due pursuant to said returns or to assessments received; (f) subject to the terms of Section 3.13 of the Loan Agreement, the financial statements and other information pertaining to Guarantor submitted to Lender are true, complete and correct in all material respects and do not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein not misleading; (g) there is no litigation, at law or in equity, or any proceeding before any federal, state, provincial or municipal board or other governmental or administrative agency pending or, to the actual knowledge of Guarantor, threatened, which involves a risk of any material judgment or liability not fully covered by insurance (other than any deductible) which is likely to be adversely determined and if so, would have a Material Adverse Effect, and no judgment, decree, or order of any federal, state, provincial or municipal court, board or other governmental or administrative agency has been issued against Guarantor which has a financial interest in the Other Borrower and will derive a material and substantial benefit, directly or indirectly, from Material Adverse Effect; (h) the making of the Loan to Borrower will result in material benefits to Guarantor. Each of the Other Borrower; (b) this Guaranty is duly authorized and valid, and is binding upon and enforceable against Guarantor; (c) representations of and/or relating to Guarantor is not, and set forth in the execution, delivery and performance other Loan Documents are hereby re-made by Guarantor of this Guaranty will not cause Guarantor to be, in violation of or in default with respect to any law or in default (or at risk of acceleration of indebtedness) under any agreement or restriction and incorporated herein by which Guarantor is bound or affected; (d) the Guarantor will indemnify the Lender from any loss, cost or expense reference as a result of any representation or warranty of the Guarantor being false, incorrect, incomplete or misleading in any material respect; (e) there is no litigation pending or, to the knowledge of Guarantor, threatened before or by any tribunal against or affecting Guarantor which, if adversely determined, would materially affect the ability of Guarantor to perform its obligations hereunder; (f) all financial statements and information heretofore furnished to Lender by Guarantor do, and all financial statements and information hereafter furnished to Lender by Guarantor will, fully and accurately present the condition (financial or otherwise) of Guarantor as of their dates and the results of Guarantor's operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to Lender, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to Lender, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (g) after giving effect to this Guaranty, Guarantor is solvent, and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; (h) Lender has no duty at any time to investigate or inform Guarantor of the financial or business condition or affairs of the Other Borrower or any change therein, and Guarantor will keep fully appraised of the Other Borrower' financial and business conditionset forth herein; (i) Guarantor acknowledges (1) has not entered into this Guaranty or any Loan Document with the actual intent to hinder, delay, or defraud any creditor and agrees that Guarantor may be required to pay and perform (2) has received reasonably equivalent value in exchange for the Guaranteed Recourse Obligations in full without assistance or support from of Borrower hereunder and under the Other Borrower or any other partyLoan Documents; and (j) Intentionally deleted; and (kGuarantor is not a “foreign person” within the meaning of Section 1445(1)(3) Guarantor has read and fully understands the provisions contained in the Loan Documents. Guarantor's representations, warranties and covenants are a material inducement to Lender to make the Loan and enter into the Loan Documents, and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting the Other Borrower, Guarantor, any other party, or any security for all or any part of the Guaranteed ObligationsInternal Revenue Code.

Representations, Warranties and Covenants of Guarantor. Guarantor hereby representsmakes the following representations, warrants, warranties and covenants that (each of which shall remain materially true and correct during the term hereof): (a) Guarantor is duly organized, validly existing and in good standing under the laws of its state of formation, and Guarantor has a financial interest in all requisite right and power to execute and deliver this Guaranty and to perform the Other Borrower and will derive a material and substantial benefit, directly or indirectly, from the making Guaranteed Recourse Obligations of the Loan to the Other Borrower; (b) this Guaranty is duly authorized and valid, and is binding upon and enforceable against Guarantor; (c) Guarantor is not, and the execution, delivery and performance by Guarantor of this Guaranty will and the incurrence of the Guaranteed Recourse Obligations of Borrower, now or hereafter owing, and the creation of liens on Guarantor’s assets (i) are within the powers of Guarantor and (ii) do not cause Guarantor to berequire any approval or consent of, in violation of or in default with respect to filing with, any law governmental authority or in default other Person (or at risk such approvals and consents have been obtained and delivered to the Lender) and are not in contravention of acceleration any provision of indebtednesslaw applicable to Guarantor; (c) under any agreement or restriction by this Guaranty and the other Loan Documents to which Guarantor is bound or affecteda party constitutes when delivered, valid and binding obligations of Guarantor, enforceable in accordance with their respective terms; (d) the Guarantor will indemnify the Lender from is not a party to any lossindenture, cost loan or expense as credit agreement, or any lease or other agreement or instrument, or subject to any restriction, which is likely to have a result of any representation or warranty of the Guarantor being false, incorrect, incomplete or misleading in any material respectMaterial Adverse Effect; (e) Guarantor has filed all tax returns which are required to be filed (or obtained proper extensions of time for the filing thereof) and has paid, or made adequate provision for the payment of, all taxes which have or may become due pursuant to said returns or to assessments received; (f) the financial statements and other information pertaining to Guarantor submitted to Lender are true, complete and correct in all material respects and do not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein not misleading; (g) there is no litigation litigation, at law or in equity, or any proceeding before any federal, state, provincial or municipal board or other governmental or administrative agency pending or, to the knowledge of Guarantor, threatened before threatened, or any basis therefor, which involves a risk of any material judgment or liability not fully covered by insurance (other than any tribunal against or affecting Guarantor which, deductible) which is likely to be adversely determined and if adversely determinedso, would materially affect the ability of Guarantor to perform its obligations hereunder; (f) all financial statements and information heretofore furnished to Lender by Guarantor dohave a Material Adverse Effect, and all financial statements and information hereafter furnished to Lender by no judgment, decree, or order of any federal, state, provincial or municipal court, board or other governmental or administrative agency has been issued against Guarantor will, fully and accurately present the condition (financial or otherwise) of Guarantor as of their dates and the results of Guarantor's operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to Lender, no material adverse change which has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to Lender, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (g) after giving effect to this Guaranty, Guarantor is solvent, and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts maturea Material Adverse Effect; (h) Lender has no duty at any time to investigate or inform Guarantor the making of the financial or business condition or affairs of the Other Loan to Borrower or any change therein, and Guarantor will keep fully appraised of the Other Borrower' financial and business conditionresult in material benefits to Guarantor; (i) Guarantor acknowledges (1) has not entered into this Guaranty or any Loan Document with the actual intent to hinder, delay, or defraud any creditor and agrees that Guarantor may be required to pay and perform (2) has received reasonably equivalent value in exchange for the Guaranteed Recourse Obligations in full without assistance or support from of Borrower hereunder and under the Other Borrower or any other party; Loan Documents and (j) Intentionally deleted; Guarantor is not a “foreign person” within the meaning of Section 1445(1)(3) of the Internal Revenue Code. Each of the representations and (k) covenants of and/or relating to Guarantor has read and fully understands the provisions contained set forth in the other Loan Documents. Guarantor's representations, warranties Documents are hereby re-made by Guarantor and covenants are a material inducement to Lender to make the Loan and enter into the Loan Documents, and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting the Other Borrower, Guarantor, any other party, or any security for all or any part of the Guaranteed Obligationsincorporated herein by reference as if fully set forth herein.

Representations, Warranties and Covenants of Guarantor. Guarantor hereby represents, warrants, and covenants that (a) Guarantor hereby makes the following representations and warranties as of the date hereof: (i) Guarantor is duly organized, validly existing and in good standing under the laws of its state of formation, and Guarantor has all requisite right and power to execute and deliver this Guaranty and to perform its obligations under this Guaranty; (ii) the execution, delivery and performance of this Guaranty and the incurrence of the Guaranteed Obligations, will not violate, in any material respect, any provision of law applicable to Guarantor; (iii) [reserved]; (iv) Guarantor is not a party to any indenture, loan or credit agreement, or any lease or other agreement or instrument, or subject to any restriction, which in each case is reasonably likely to have a Material Adverse Effect; (v) Guarantor has filed all material tax returns which are required to be filed (or to the best of its knowledge obtained proper extensions of time for the filing thereof) and has paid, or made adequate provision for the payment of, all taxes which have or may become due pursuant to said returns or to assessments received, except as are being contested in good faith; (vi) the financial interest statements and other information pertaining to Guarantor submitted to Administrative Agent are true, complete and correct in all material respects and fairly present the Other Borrower and will derive a material and substantial benefit, directly or indirectly, from financial condition of Guarantor as of the date thereof; (vii) [reserved]; (viii) the making of the Loan to Borrower will result in material benefits to Guarantor; (ix) Guarantor (a) has not entered into this Guaranty or any Loan Document with the Other Borrower; actual intent to hinder, delay, or defraud any creditor and (b) this Guaranty is duly authorized has received reasonably equivalent value in exchange for the obligations of Guarantor hereunder and valid, under the Loan Documents; and is binding upon and enforceable against Guarantor; (cx) Guarantor is not, not a “foreign person” within the meaning of Section 1445(1)(3) of the Internal Revenue Code. (b) From the date hereof and until the execution, delivery and performance by Guarantor discharge of this Guaranty will not cause Guarantor to be, in violation of or in default accordance with respect to any law or in default (or at risk of acceleration of indebtedness) under any agreement or restriction by which Guarantor is bound or affected; (d) the Guarantor will indemnify the Lender from any loss, cost or expense as a result of any representation or warranty of the Guarantor being false, incorrect, incomplete or misleading in any material respect; (e) there is no litigation pending or, to the knowledge of Guarantor, threatened before or by any tribunal against or affecting Guarantor which, if adversely determined, would materially affect the ability of Guarantor to perform its obligations hereunder; (f) all financial statements and information heretofore furnished to Lender by Guarantor do, and all financial statements and information hereafter furnished to Lender by Guarantor will, fully and accurately present the condition (financial or otherwise) of Guarantor as of their dates and the results of Guarantor's operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to Lender, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to Lender, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (g) after giving effect to this GuarantySection 8 hereof, Guarantor is solvent, covenants and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; (h) agrees with Administrative Agent and each Lender has no duty at any time to investigate or inform Guarantor of the financial or business condition or affairs of the Other Borrower or any change therein, and Guarantor will keep fully appraised of the Other Borrower' financial and business condition; that: (i) Guarantor acknowledges will continuously be organized, validly exist and agrees that remain in good standing under the laws of its state of formation; (ii) Guarantor may be required shall not become a party to pay and perform the Guaranteed Obligations in full without assistance any indenture, loan or support from the Other Borrower credit agreement, or any lease or other party; (j) Intentionally deletedagreement or instrument, or subject to any restriction, which is likely to have a Material Adverse Effect; and (kiii) shall not be a “foreign person” within the meaning of Section 1445(1)(3) of the Internal Revenue Code. (c) Each of the representations and covenants of and/or about Guarantor has read set forth Sections 3.2, 3.3, 3.13, 3.24, 3.30, 3.35, 4.8, 8.9 and fully understands 11.1, and Article 6, in each case, of the provisions contained Loan Agreement, and in the other Loan Documents. Guarantor's representations, warranties Documents are hereby re-made by Guarantor and covenants are a material inducement to Lender to make the Loan and enter into the Loan Documents, and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting the Other Borrower, Guarantor, any other party, or any security for all or any part of the Guaranteed Obligationsincorporated herein by reference as if fully set forth herein.

Representations, Warranties and Covenants of Guarantor. Guarantor hereby represents, warrants, and covenants to Administrative Agent and the Lenders that (a) Guarantor has a financial owns, directly or indirectly, an interest in the Other Borrower Borrowers and will derive a material and substantial benefit, directly or indirectly, from the making of the Loan to Borrowers and from the Other Borrowermaking of this Guaranty by Guarantor; (b) this Guaranty is duly authorized and valid, and is binding upon and enforceable against Guarantor; (c) Guarantor is not, and the execution, delivery and performance by Guarantor of this Guaranty will not cause Guarantor to be, in violation of or in default with respect to any law or in default (or at risk of acceleration of indebtedness) under any agreement or restriction by which such Guarantor is bound or affected; (d) Guarantor is duly organized, validly existing, and in good standing under the laws of the state of its organization and has full power and authority to enter into and perform this Guaranty; (e) Guarantor will indemnify Administrative Agent and the Lender Lenders from any loss, cost or expense as a result of any representation or warranty of the Guarantor being false, incorrect, incomplete or misleading in any material respect; (ef) except as disclosed to Administrative Agent in writing, there is no litigation pending or, to the knowledge of Guarantor, threatened before or by any tribunal against or affecting Guarantor whichthat would have a material impact on Guarantor (for purposes of this subsection, if adversely determined, would materially affect “material” shall mean that the ability amount in controversy shall be in excess of Guarantor to perform its obligations hereunderten percent (10%) of the Guarantor’s total assets); (fg) all financial statements and information heretofore furnished to Lender by Guarantor do, and all financial statements and such information hereafter furnished to Lender Administrative Agent by Guarantor will, fully fairly and accurately present in all material respects the financial condition (financial or otherwise) of Guarantor as of their dates and the results of Guarantor's ’s operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to Lender, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to Lender, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (gh) after giving effect to this Guaranty, Guarantor is solvent, is not engaged or about to engage in business or a transaction for which the property of Guarantor is an unreasonably small capital, and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; (hi) Lender has no neither Administrative Agent nor the Lenders have any duty at any time to investigate or inform Guarantor of the financial or business condition or affairs of the Other Borrower Borrowers or any change therein, and Guarantor will keep fully appraised apprised of the Other each Borrower' ’s financial and business condition; (ij) Guarantor acknowledges and agrees that Guarantor may be required to pay and perform make payments with respect to the Guaranteed Obligations as provided in full this Guaranty without assistance or support from the Other Borrower Borrowers or any other party; (j) Intentionally deletedPerson; and (k) Guarantor has read and fully understands the provisions contained in the Note, the Loan Agreement, the Deed of Trust, and the other Loan Documents. Guarantor's ’s representations, warranties and covenants are a material inducement to Lender Administrative Agent and the Lenders to make the Loan and enter into the other Loan Documents, Documents and transactions contemplated thereby and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting the Other BorrowerBorrowers, Guarantor, any other party, or any security for all or any part of the Guaranteed Obligations.

Representations, Warranties and Covenants of Guarantor. Each Guarantor hereby represents, warrantsrepresents and warrants to (and with each extension of credit under the Credit Agreement again represents and warrants to) and agrees with the Agent as follows: Section 4.1. Each Guarantor is familiar with, and covenants that (a) Guarantor has a financial interest in the Other Borrower independently reviewed books and will derive a material and substantial benefitrecords regarding, directly or indirectly, from the making of the Loan to the Other Borrower; (b) this Guaranty is duly authorized and valid, and is binding upon and enforceable against Guarantor; (c) Guarantor is not, and the execution, delivery and performance by Guarantor of this Guaranty will not cause Guarantor to be, in violation of or in default with respect to any law or in default (or at risk of acceleration of indebtedness) under any agreement or restriction by which Guarantor is bound or affected; (d) the Guarantor will indemnify the Lender from any loss, cost or expense as a result of any representation or warranty of the Guarantor being false, incorrect, incomplete or misleading in any material respect; (e) there is no litigation pending or, to the knowledge of Guarantor, threatened before or by any tribunal against or affecting Guarantor which, if adversely determined, would materially affect the ability of Guarantor to perform its obligations hereunder; (f) all financial statements and information heretofore furnished to Lender by Guarantor do, and all financial statements and information hereafter furnished to Lender by Guarantor will, fully and accurately present the condition (financial or otherwise) of Guarantor as of their dates and the results of Guarantor's operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to Lender, no material adverse change has occurred in the financial condition of Guarantorthe Borrower, nor, except as heretofore disclosed in writing to Lender, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (g) after giving effect to this Guaranty, Guarantor is solventthe other Guarantors, and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; (h) Lender has no duty at any time to investigate or inform Guarantor of the financial or business condition or affairs of the Other Borrower or any change therein, and Guarantor will keep fully appraised of the Other Borrower' financial and business condition; (i) Guarantor acknowledges and agrees that Guarantor may be required to pay and perform the Guaranteed Obligations in full without assistance or support from the Other Borrower or any other party; (j) Intentionally deleted; and (k) Guarantor has read and fully understands persons liable for the provisions contained in the Loan Documents. Guarantor's representations, warranties and covenants are a material inducement to Lender to make the Loan and enter into the Loan Documents, and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting the Other Borrower, Guarantor, any other party, or any security for all or any part payment of the Guaranteed Obligations. As of the date hereof, assuming each of the transactions contemplated by the Credit Documents is consummated and the Borrower makes full use of the credit facilities thereunder, and taking into account the effect thereof, the present realizable fair market value of the assets of each Guarantor exceeds the total obligations of such Guarantor, specifically including the contingent obligations represented by the fairly discounted value of such Guarantor’s obligations under this Agreement and the other Credit Documents, taking into account the rights which such Guarantor would gain if payments under this Agreement were made by such Guarantor. Each Guarantor is able to realize upon its assets and pay its obligations as such obligations mature in the normal course of business. In consummating the transactions contemplated by the Credit Documents, no Guarantor intends to disturb, delay, hinder, or defraud either present or future creditors of the Guarantors. Section 4.2. The representations and warranties set forth in Article IV of the Credit Agreement are incorporated herein by reference, and each Guarantor represents and warrants to the Agent each such representation and warranty which applies to such Guarantor as if set forth herein. Section 4.3. The covenants set forth in Article V and VI of the Credit Agreement are incorporated herein by reference, and each Guarantor agrees with the Agent to comply with each such covenant which applies to such Guarantor as if set forth herein.

Representations, Warranties and Covenants of Guarantor. Guarantor hereby represents, warrants, and covenants that that: (a) Guarantor has a financial interest (indirectly) in the Other Borrower and will derive a material and substantial benefit, directly or indirectly, from the making of the Loan to Borrower and from the Other Borrowermaking of this Guaranty by Guarantor; (b) this Guaranty is duly authorized and valid, and is binding upon and enforceable against Guarantor; (c) Guarantor is not, and the execution, delivery and performance by Guarantor of this Guaranty will not cause Guarantor to be, in violation of or in default with respect to any law or in default (or at risk of acceleration of indebtedness) under any agreement or restriction by which Guarantor is bound or affected; (d) unless Guarantor is a natural person, Guarantor is duly organized, validly existing, and in good standing under the Guarantor will indemnify the Lender from any loss, cost or expense as a result of any representation or warranty laws of the Guarantor being false, incorrect, incomplete or misleading in any material respectstate of its organization and has full power and authority to enter into and perform this Guaranty; (e) there is no material litigation pending with respect to which process has been served or, to the knowledge of Guarantor, threatened by or before or by any tribunal against or affecting Guarantor which, if adversely determined, would materially affect the have a material adverse effect on Guarantor’s ability of Guarantor to perform its obligations hereunder; (f) all financial statements and information heretofore furnished to Lender Administrative Agent by Guarantor do, and all financial statements and information hereafter furnished to Lender Administrative Agent by Guarantor will, fully and accurately present the condition (financial or otherwise) of Guarantor as of their dates and the results of Guarantor's ’s operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to LenderAdministrative Agent, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to LenderAdministrative Agent, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (g) after giving effect to this Guaranty, Guarantor is solvent, is not engaged or about to engage in business or a transaction for which the property of Guarantor is an unreasonably small capital, and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; and (h) Lender has no duty at any time to investigate or inform Guarantor of the financial or business condition or affairs of the Other Borrower or any change therein, and Guarantor will keep fully appraised of the Other Borrower' financial and business condition; (i) Guarantor acknowledges and agrees that Guarantor may be required to pay and perform the Guaranteed Obligations in full without assistance or support from the Other Borrower or any other party; (j) Intentionally deleted; and (k) Guarantor has read and fully understands the provisions contained in the Note, the Loan Agreement, the Deed of Trust, the Environmental Agreement and the other Loan Documents. Guarantor's ’s representations, warranties and covenants are a material inducement to Lender Administrative Agent to make the Loan and enter into the other Loan DocumentsDocuments and any Swap Contract, and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting the Other Borrower, Guarantor, any other party, or any security for all or any part of the Guaranteed Lease Obligations.

Representations, Warranties and Covenants of Guarantor. Guarantor hereby represents, warrants, warrants and covenants that to BNPLC as follows: (a) The Recitals at the beginning of this Guaranty are true and correct in all material respects. (b) The direct or indirect value of the consideration received and to be received by Guarantor has a financial interest in connection herewith is reasonably worth at least as much as the Other Borrower liability and will derive a material obligations of Guarantor hereunder, and substantial benefitthe incurrence of such liability and obligations in return for such consideration may reasonably be expected to benefit Guarantor, directly or indirectly, from the making of the Loan to the Other Borrower; (b) this Guaranty is duly authorized and valid, and is binding upon and enforceable against Guarantor; . (c) Guarantor is not, and the The execution, delivery and performance by Guarantor of this Guaranty do not and will not cause constitute a breach or default under any other material agreement or contract to which Guarantor is a party or by which Guarantor is bound or which affects the Property, and do not violate or contravene any law, order, decree, rule or regulation to bewhich Guarantor is subject, and such execution, delivery and performance by Guarantor will not result in violation the creation or imposition of (or the obligation to create or impose) any lien, charge or encumbrance on, or security interest in, Guarantor's property pursuant to the provisions of any of the foregoing. (d) There are no judicial or administrative actions, suits, proceedings or investigations pending or, to Guarantor's knowledge, threatened that will adversely affect the Property or the validity, enforceability or priority of this Guaranty, and Guarantor is not in default with respect to any law order, writ, injunction, decree or in default (or at risk of acceleration of indebtedness) under any agreement or restriction by which Guarantor is bound or affected; (d) the Guarantor will indemnify the Lender from any loss, cost or expense as a result demand of any representation court or warranty other governmental or regulatory authority that could materially and adversely affect the use, occupancy or operation of the Guarantor being false, incorrect, incomplete Property. No condemnation or misleading in any material respect; (e) there is no litigation other like proceedings are pending or, to Guarantor's knowledge, threatened against the knowledge Property. (e) The execution, delivery and performance by Guarantor of this Guaranty are duly authorized and does not require the consent or approval of any governmental body or other regulatory authority that has not heretofore been obtained and are not in contravention of or conflict with any applicable laws or any term or provision of Guarantor's articles of incorporation or bylaws. This Guaranty is a valid, binding and legally enforceable obligation of Guarantor, threatened before or in accordance with its terms, except as such enforcement is affected by any tribunal against or bankruptcy, insolvency and similar laws affecting Guarantor whichthe rights of creditors, if adversely determinedgenerally, would materially affect the ability and equitable principles of Guarantor to perform its obligations hereunder; general application. (f) all financial statements and information heretofore furnished to Lender by Guarantor dois not "insolvent" on the date hereof (that is, and all financial statements and information hereafter furnished to Lender by Guarantor will, fully and accurately present the condition (financial or otherwise) of Guarantor as of their dates and the results sum of Guarantor's operations absolute and contingent liabilities, including the Obligations, does not exceed the fair market value of Guarantor's assets) and has no outstanding liens, suits, garnishments or court actions which could render Guarantor insolvent or bankrupt. Guarantor's capital is adequate for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to Lender, no material adverse change has occurred businesses in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to Lender, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (g) after giving effect to this Guaranty, which Guarantor is solventengaged and intends to be engaged. Guarantor has not incurred (whether hereby or otherwise), and nor does not Guarantor intend to incur or believe that it will incur incur, debts that which will be beyond its ability to pay as such debts mature; (h) Lender . There has no duty at any time not been filed by or, to investigate or inform Guarantor of the financial or business condition or affairs of the Other Borrower or any change therein, and Guarantor will keep fully appraised of the Other Borrower' financial and business condition; (i) Guarantor acknowledges and agrees that Guarantor may be required to pay and perform the Guaranteed Obligations in full without assistance or support from the Other Borrower or any other party; (j) Intentionally deleted; and (k) Guarantor has read and fully understands the provisions contained in the Loan Documents. Guarantor's representationsknowledge, warranties and covenants are against Guarantor a material inducement to Lender to make petition in bankruptcy or a petition or answer seeking an assignment for the Loan and enter into the Loan Documents, and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting the Other Borrower, Guarantor, any other party, or any security for all or any part of the Guaranteed Obligations.benefit

Representations, Warranties and Covenants of Guarantor. Guarantor hereby represents, warrants, and covenants that (a) Guarantor hereby represents and warrants (i) that it is duly organized and validly existing in good standing under the laws of the jurisdiction under which it is organized and is duly qualified to do business and is in good standing in every other jurisdiction as to which the nature of the business conducted by it makes such qualification necessary, except where failure to so qualify would not have a Material Adverse Effect with respect to the Guarantor; (ii) that it has power and authority to enter into and perform this Guaranty, (iii) that execution, delivery and performance of this Guaranty by it have been duly authorized by proper action and are not in contravention of law or of the terms of its articles of incorporation, by-laws, or any agreement, instrument, indenture or other undertaking to which it is a party or by which it is bound, (iv) that all registrations and approvals of any governmental agency, department or commission necessary for the execution, delivery and performance of this Guaranty and for the validity and enforceability thereof, have been obtained and are in full force and effect, (v) that this Guaranty is the legal, valid and binding obligation of the Guarantor, enforceable against Guarantor, in accordance with its terms, subject to bankruptcy, insolvency and similar laws and to the availability of equitable remedies, (vi) that no legal proceedings are pending, or threatened, before any court or governmental agency which would materially adversely affect its financial condition, operations or any licenses or its ability to perform under this Guaranty, (vii) that Guarantor has received and reviewed copies of the Loan Documents, (viii) that no Default or Event of Default has occurred and is continuing under this Guaranty, and (ix) that the Guarantor has a financial interest in the Other Borrower and the Guarantor has determined that it will derive a material and substantial benefit, directly or indirectly, benefit from the making execution of the Loan to the Other Borrower; Documents. (b) this Guaranty is duly authorized The Guarantor covenants and valid, and is binding upon and enforceable against Guarantor; (c) Guarantor is not, and the execution, delivery and performance by Guarantor of this Guaranty will not cause Guarantor to be, in violation of or in default agrees with respect to any law or in default (or at risk of acceleration of indebtedness) under any agreement or restriction by which Guarantor is bound or affected; (d) the Guarantor will indemnify the Lender from any lossthat, cost or expense as a result of any representation or warranty until the payment in full of the Guarantor being false, incorrect, incomplete or misleading in any material respect; (e) there is no litigation pending or, to the knowledge of Guarantor, threatened before or by any tribunal against or affecting Guarantor which, if adversely determined, would materially affect the ability of Guarantor to perform its obligations hereunder; (f) all financial statements and information heretofore furnished to Lender by Guarantor do, and all financial statements and information hereafter furnished to Lender by Guarantor will, fully and accurately present the condition (financial or otherwise) of Guarantor as of their dates and the results of Guarantor's operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to Lender, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to Lender, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (g) after giving effect to this Guaranty, Guarantor is solvent, and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; (h) Lender has no duty at any time to investigate or inform Guarantor of the financial or business condition or affairs of the Other Borrower or any change therein, and Guarantor will keep fully appraised of the Other Borrower' financial and business condition; (i) Guarantor acknowledges and agrees that Guarantor may be required to pay and perform the Guaranteed Obligations in full without assistance or support from the Other Borrower or any other party; (j) Intentionally deleted; and (k) Guarantor has read and fully understands the provisions contained in the Loan Documents. Guarantor's representations, warranties and covenants are a material inducement to Lender to make the Loan and enter into the Loan Documents, and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting the Other Borrower, Guarantor, any other party, or any security for all or any part of the Guaranteed Obligations.:

Representations, Warranties and Covenants of Guarantor. Guarantor hereby represents, warrants, and covenants that (a) Guarantor has a financial interest hereby represents and warrants (i) that it is duly organized and validly existing in good standing under the Other Borrower and will derive a material and substantial benefit, directly or indirectly, from the making laws of the Loan jurisdiction under which it is organized and is duly qualified to do business and is in good standing in every other jurisdiction as to which the Other Borrower; nature of the business conducted by it makes such qualification necessary, (bii) that it has power and authority to enter into and perform this Guaranty, (iii) that execution, delivery and performance of this Guaranty is by it have been duly authorized by proper action and validare not in contravention of law or of the terms of its Articles of Incorporation or By-Laws, or any agreement, instrument, indenture or other undertaking to which it is a party or by which it is bound, (iv) that all registrations and is binding upon and enforceable against Guarantor; (c) Guarantor is notapprovals of any governmental agency, and department or commission necessary for the execution, delivery and performance by Guarantor of this Guaranty will not cause Guarantor to beand for the validity and enforceability thereof, have been obtained and are in full force and effect, (v) that this Guaranty is the legal, valid and binding obligation of the Guarantor, enforceable against Guarantor, in violation of or in default accordance with respect its terms, subject to any law or in default (or at risk of acceleration of indebtedness) under any agreement or restriction by which Guarantor is bound or affected; (d) the Guarantor will indemnify the Lender from any lossbankruptcy, cost or expense as a result of any representation or warranty of the Guarantor being false, incorrect, incomplete or misleading in any material respect; (e) there is no litigation pending or, insolvency and similar laws and to the knowledge availability of Guarantorequitable remedies, threatened (vi) that no legal proceedings are pending, or threatened, before any court or by governmental agency which would adversely affect its financial condition, operations or any tribunal against licenses or affecting Guarantor which, if adversely determined, would materially affect the its ability of Guarantor to perform its obligations hereunder; (f) all financial statements and information heretofore furnished to Lender by Guarantor do, and all financial statements and information hereafter furnished to Lender by Guarantor will, fully and accurately present the condition (financial or otherwise) of Guarantor as of their dates and the results of Guarantor's operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to Lender, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to Lender, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (g) after giving effect to under this Guaranty, and (vii) that Guarantor is solvent, has received and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; (h) Lender has no duty at any time to investigate or inform Guarantor reviewed copies of the financial or business condition or affairs Loan Agreement. (b) The Guarantor covenants and agrees with the Lender that, until the payment in full of the Other Borrower Obligations or any change therein, and Guarantor will keep fully appraised the termination of the Other Borrower' financial and business condition; (i) Guarantor acknowledges and agrees that Guarantor may be required this Guaranty pursuant to pay and perform the Guaranteed Obligations in full without assistance or support from the Other Borrower or any other party; (j) Intentionally deleted; and (k) Guarantor has read and fully understands the provisions contained in the Loan Documents. Guarantor's representations, warranties and covenants are a material inducement to Lender to make the Loan and enter into the Loan Documents, and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting the Other Borrower, Guarantor, any other party, or any security for all or any part of the Guaranteed Obligations.Section 20 hereof:

Representations, Warranties and Covenants of Guarantor. Guarantor hereby represents, warrants, and covenants that (a) Guarantor has a financial interest in the Other Borrower and will derive a material and substantial benefit, directly or indirectly, from the making of the Loan to Borrower and from the Other Borrowermaking of this Guaranty by Guarantor; (b) this Guaranty is duly authorized and valid, and is binding upon and enforceable against Guarantor; (c) Guarantor is not, and the execution, delivery and performance by Guarantor of this Guaranty will not cause Guarantor to be, in violation of or in default with respect to any law or in default (or at risk of acceleration of indebtedness) under any agreement or restriction by which Guarantor is bound or affected; (d) Guarantor is duly organized, validly existing, and in good standing under the Guarantor will indemnify the Lender from any loss, cost or expense as a result of any representation or warranty laws of the Guarantor being falseState of Florida and is lawfully doing business in Florida, incorrect, incomplete or misleading in any material respectand has full power and authority to enter into and perform this Guaranty; (e) there is no litigation pending or, to the knowledge of Guarantor, threatened before or by any tribunal against or affecting Guarantor which, if adversely determined, would materially affect the ability of Guarantor to perform its obligations hereunderGuarantor; (f) all financial statements and information heretofore furnished to Lender Bank by Guarantor do, and all financial statements and information hereafter furnished to Lender Bank by Guarantor will, fully and accurately present the condition (financial or otherwise) of Guarantor as of their dates and the results of Guarantor's operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to LenderBank, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to LenderBank, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (g) after giving effect to this Guaranty, Guarantor is solvent, is not engaged or about to engage in business or a transaction for which the property of Guarantor is an unreasonably small capital, and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; (h) Lender Bank has no duty at any time to investigate or inform Guarantor of the financial or business condition or affairs of the Other Borrower or any change therein, and Guarantor will keep fully appraised of the Other Borrower' 's financial and business condition; (i) Guarantor acknowledges and agrees that Guarantor may be required to pay and perform the Guaranteed Obligations in full without assistance or support from the Other Borrower or any other partyPerson; (j) Intentionally deleted; and (k) Guarantor has read and fully understands the provisions contained in the Loan Documents. Guarantor's representations, warranties and covenants are a material inducement to Lender to make the Loan and enter into the Loan Documents, and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting the Other Borrower, Guarantor, any other party, or any security for all or any part of the Guaranteed Obligations.and

Representations, Warranties and Covenants of Guarantor. Guarantor hereby represents, warrants, and covenants that (a) Guarantor hereby makes the following representations and warranties, as of the date hereof: (i) Guarantor is duly organized, validly existing and in good standing under the laws of its state of formation, and Guarantor has all requisite right and power to execute and deliver this Guaranty and to perform its obligations under this Guaranty; (ii) the execution, delivery and performance of this Guaranty and the incurrence of the Guaranteed Recourse Obligations of Borrower, will not violate, in any material respect, any provision of law applicable to Guarantor;(iii) [reserved]; (iv) Guarantor is not a party to any indenture, loan or credit agreement, or any lease or other agreement or instrument, or subject to any restriction, which in each case is reasonably likely to have a Material Adverse Effect; (v) Guarantor has filed all material tax returns which are required to be filed (or to the best of its knowledge obtained proper extensions of time for the filing thereof) and has paid, or made adequate provision for the payment of, all taxes which have or may become due pursuant to said returns or to assessments received, except as are being contested in good faith; (vi) the financial interest statements and other information pertaining to Guarantor submitted to Lender are true, complete and correct in all material respects and fairly present the Other Borrower and will derive a material and substantial benefit, directly or indirectly, from financial condition of Guarantor as of the date thereof; (vii) [reserved]; (viii) the making of the Loan to Borrower will result in material benefits to Guarantor; (ix) Guarantor (a) has not entered into this Guaranty or any Loan Document with the Other Borrower; actual intent to hinder, delay, or defraud any creditor and (b) this Guaranty is duly authorized has received reasonably equivalent value in exchange for the obligations of Guarantor hereunder and valid, under the Loan Documents; and is binding upon and enforceable against Guarantor; (cx) Guarantor is not, not a “foreign person” within the meaning of Section 1445(f)(3) of the IRS Code. (b) From the date hereof and until the execution, delivery and performance by Guarantor discharge of this Guaranty will not cause Guarantor to be, in violation of or in default accordance with respect to any law or in default (or at risk of acceleration of indebtedness) under any agreement or restriction by which Guarantor is bound or affected; (d) the Guarantor will indemnify the Lender from any loss, cost or expense as a result of any representation or warranty of the Guarantor being false, incorrect, incomplete or misleading in any material respect; (e) there is no litigation pending or, to the knowledge of Guarantor, threatened before or by any tribunal against or affecting Guarantor which, if adversely determined, would materially affect the ability of Guarantor to perform its obligations hereunder; (f) all financial statements and information heretofore furnished to Lender by Guarantor do, and all financial statements and information hereafter furnished to Lender by Guarantor will, fully and accurately present the condition (financial or otherwise) of Guarantor as of their dates and the results of Guarantor's operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to Lender, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to Lender, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (g) after giving effect to this GuarantySection 7 hereof, Guarantor is solvent, covenants and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; (h) agrees with each Lender has no duty at any time to investigate or inform Guarantor of the financial or business condition or affairs of the Other Borrower or any change therein, and Guarantor will keep fully appraised of the Other Borrower' financial and business condition; that: (i) Guarantor acknowledges will continuously be organized, validly exist and agrees that remain in good standing under the laws of its state of formation; (ii) Guarantor may be required shall not become a party to pay and perform the Guaranteed Obligations in full without assistance any indenture, loan or support from the Other Borrower credit agreement, or any lease or other party; (j) Intentionally deletedagreement or instrument, or subject to any restriction, which is likely to have a Material Adverse Effect; and (kiii) Guarantor has read shall not be a “foreign person” within the meaning of Section 1445(f)(3) of the IRS Code. (c) Each of the representations and fully understands covenants of and/or about Guarantor set forth in Sections 3.2(b), 3.3, 3.13, 3.24, and 3.38, in each case, of the provisions contained Loan Agreement, and in the other Loan Documents. Guarantor's representations, warranties Documents are hereby re-made by Guarantor and covenants are a material inducement to Lender to make the Loan and enter into the Loan Documents, and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting the Other Borrower, Guarantor, any other party, or any security for all or any part of the Guaranteed Obligationsincorporated herein by reference as if fully set forth herein.

Representations, Warranties and Covenants of Guarantor. Guarantor hereby represents, warrants, warrants and covenants that to the Lenders as follows: (a) Guarantor is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Colorado and has the requisite corporate power to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. Guarantor is duly qualified as a financial interest foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except for any jurisdiction(s) (alone or in the Other Borrower and aggregate) in which the failure to be so qualified will derive not have a material and substantial benefit, directly or indirectly, from the making of the Loan to the Other Borrower; Material Adverse Effect. (b) Guarantor has the requisite corporate power and authority to enter into and perform this Guaranty, and each other agreement and document contemplated hereby. The execution, delivery and performance of this Guaranty is by Guarantor and the consummation by it of the transactions contemplated hereby have been duly and validly authorized and validby all necessary corporate action, and no further consent or authorization of Guarantor, its Board of Directors or its stockholders is required. This Guaranty has been duly executed and delivered by Guarantor, and constitutes a valid and binding upon and obligation of Guarantor enforceable against Guarantor; Guarantor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and remedies or by other equitable principles of general application. (c) Guarantor is notnot insolvent, and Guarantor will not be rendered insolvent by execution of this Guaranty or any other Transaction Document to which Guarantor is a party or by the execution, delivery consummation of the transactions contemplated hereby or thereby. (d) The consummation of the transactions contemplated hereby and the performance by Guarantor of its obligations under this Guaranty or any other Transaction Document to which Guarantor is a party will not cause Guarantor result in any breach of, give rise to bea lien under, in violation or constitute a default under, any mortgage, deed of trust, lease, bank loan or in default with respect to credit agreement, any law or in default (or at risk of acceleration of indebtedness) under any operating agreement, partnership agreement, corporate charter, bylaws, shareholder agreement or restriction other agreement or instrument to which Guarantor is a party or by which Guarantor is or its properties or assets may be bound or affected; (d) the Guarantor will indemnify the Lender from any loss, cost or expense as a result of any representation or warranty of the Guarantor being false, incorrect, incomplete or misleading in any material respect; . (e) Except as disclosed in writing to the Lenders, there is are no litigation pending actions, suits or proceedings pending, or, to the knowledge of Guarantor, threatened against or affecting Guarantor, at law or in equity, before or by any tribunal against governmental authority, and Guarantor is not subject to, in default of or affecting Guarantor whichin violation with respect to any order, if writ, injunction, decree or demand of any court or any governmental authority that could materially adversely determined, would materially affect the ability of Guarantor to perform its Guarantor’s obligations hereunder; . (f) all financial statements and information heretofore furnished Guarantor is deriving or expects to Lender by Guarantor do, and all financial statements and information hereafter furnished to Lender by Guarantor will, fully and accurately present the condition (derive a financial or otherwise) of Guarantor as of their dates other advantage from each and every obligation incurred by the results of Guarantor's operations for Borrower to the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to Lender, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to Lender, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; Lenders. (g) after giving effect to this Guaranty, Guarantor is solventhereby acknowledges receipt of copies of, and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; hereby approves, the Purchase Agreement and the other Transaction Documents. (h) Lender has no duty at any time to investigate or inform Guarantor of the financial or business condition or affairs of the Other Borrower or any change therein, and Guarantor will keep fully appraised of the Other Borrower' financial and business condition; (i) Guarantor acknowledges and agrees that the Lenders may apply any payments (other than payments made by Guarantor hereunder) or recoveries received after a default under any of the Transaction Documents to principal, interest, fees, expenses and other sums due with respect to the Loans in such order as may be required to pay and perform the Guaranteed Obligations in full without assistance or support from the Other Borrower or any other party; (j) Intentionally deleted; and (k) Guarantor has read and fully understands the provisions contained provided in the Loan Documents. Guarantor's representationsPurchase Agreement or the other Transaction Documents or, warranties and covenants are a material inducement to Lender to make the Loan and enter into extent not so provided, in such order as the Loan DocumentsLenders, and shall survive the execution hereof and any bankruptcyin their sole discretion, foreclosure, transfer of security or other event affecting the Other Borrower, Guarantor, any other party, or any security for all or any part of the Guaranteed Obligationsmay elect.

Representations, Warranties and Covenants of Guarantor. Each Guarantor hereby represents, warrants, warrants and covenants that that: (a) such Guarantor has (i) is a financial interest duly organized and validly existing corporation, partnership or limited liability company, as the case may be, in good standing under the Other Borrower and will derive a material and substantial benefit, directly or indirectly, from the making laws of the Loan jurisdiction of its organization and (ii) has the corporate, trust, partnership or limited liability company power and authority, as the case may be, to own its property and assets and to transact the Other Borrower; business in which it is engaged and presently proposes to engage; (b) such Guarantor has the corporate, trust, partnership or limited liability company power and authority, as the case may be, to execute, deliver and perform the terms and provisions of this Guaranty is duly authorized and validhas taken all necessary corporate, and is binding upon and enforceable against Guarantor; (c) Guarantor is nottrust, and partnership or limited liability company action, as the case may be, to authorize the execution, delivery and performance by it of this Guaranty; (c) such Guarantor has duly executed and delivered this Guaranty, and this Guaranty constitutes the legal, valid and binding obligation of such Guarantor enforceable in accordance with its terms; (d) neither the execution, delivery or performance by such Guarantor of this Guaranty Guaranty, nor compliance by it with the terms and provisions hereof, will not cause Guarantor to be(i) contravene any provision of any applicable law, statute, rule or regulation or any applicable order, writ, injunction or decree of any court or governmental instrumentality or (ii) conflict with, violate or result in violation any breach of any of the terms, covenants, conditions or in provisions of, or constitute a default with respect to any law or in default (or at risk of acceleration of indebtedness) under any agreement agreement, contract or restriction by instrument to which such Guarantor is bound a party, except where non-compliance would not reasonably be expected to have a material adverse effect upon the legality, validity, binding effect or affected; (d) the enforceability against such Guarantor will indemnify the Lender from any loss, cost or expense as a result of any representation or warranty of the Guarantor being false, incorrect, incomplete or misleading in any material respect; this Guaranty; (e) there is no litigation pending ororder, consent, approval, license, authorization or validation of, or filing, recording or registration with (except as have been obtained or made prior to the knowledge date when required and which remain in full force and effect), or exemption by, any governmental or public body or authority, or any subdivision thereof, is required to authorize, or is required in connection with, (i) the execution, delivery and performance of Guarantorthis Guaranty by such Guarantor or (ii) the legality, threatened before validity, binding effect or by any tribunal enforceability of this Guaranty, in each case, except where non- compliance would not reasonably be expected to have a material adverse effect upon the legality, validity, binding effect or enforceability against or affecting such Guarantor which, if adversely determined, would materially affect the ability of Guarantor to perform its obligations hereunderthis Guaranty; and (f) such Guarantor shall at all financial statements and information heretofore furnished to Lender times during the term of this Guaranty maintain a credit rating of BBB+ (or the equivalent) or better by Guarantor doone or more of the three main independent rating agencies, namely; Standard & Poor’s (S&P), Xxxxx’x Investor Services (Xxxxx’x), and all financial statements and information hereafter furnished Xxxxx IBCA (Fitch); provided, however, that should any Guarantor suffer a credit downgrade below the BBB+ rating required herein, such Guarantor shall promptly provide to Lender by Guarantor willNYSERDA such cash, fully and accurately present the condition (financial or otherwise) letter of Guarantor as of their dates and the results of Guarantor's operations for the periods therein specifiedcredit, and, since the date of the most recent financial statements of Guarantor heretofore furnished to Lender, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to Lender, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (g) after giving effect to this Guaranty, Guarantor is solvent, and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; (h) Lender has no duty at any time to investigate or inform Guarantor of the financial or business condition or affairs of the Other Borrower or any change therein, and Guarantor will keep fully appraised of the Other Borrower' financial and business condition; (i) Guarantor acknowledges and agrees that Guarantor may be required to pay and perform the Guaranteed Obligations in full without assistance or support from the Other Borrower or any other party; (j) Intentionally deleted; and (k) Guarantor has read and fully understands the provisions contained in the Loan Documents. Guarantor's representations, warranties and covenants are a material inducement to Lender to make the Loan and enter into the Loan Documents, and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting the Other Borrowersecurity in such amounts and in such form as reasonably acceptable by NYSERDA, Guarantorsuch acceptance not to be unreasonably withheld, any other party, conditioned or any security for all or any part of the Guaranteed Obligationsdelayed.

Representations, Warranties and Covenants of Guarantor. In order to induce NYSERDA to enter into the purchase of Tier 4 RECs pursuant to the Agreement, Guarantor hereby represents, warrants, warrants and covenants that that: (a) Guarantor has (i) is a financial interest duly organized and validly existing corporation, partnership, or limited liability company, as the case may be, in good standing under the Other Borrower and will derive a material and substantial benefit, directly or indirectly, from the making laws of the Loan jurisdiction of its organization and (ii) has the corporate, trust, partnership or limited liability company power and authority, as the case may be, to own its property and assets and to transact the Other Borrower; business in which it is engaged and presently proposes to engage; (b) Guarantor has the corporate, trust, partnership or limited liability company power and authority, as the case may be, to execute, deliver and perform the terms and provisions of this Guaranty is duly authorized and validhas taken all necessary corporate, and is binding upon and enforceable against Guarantor; (c) Guarantor is nottrust, and partnership or limited liability company action, as the case may be, to authorize the execution, delivery and performance by it of this Guaranty; (c) Guarantor has duly executed and delivered this Guaranty, and this Guaranty constitutes the legal, valid and binding obligation of such Guarantor enforceable in accordance with its terms; (d) neither the execution, delivery or performance by Guarantor of this Guaranty Guaranty, nor compliance by it with the terms and provisions hereof, will not cause Guarantor to be(i) contravene any provision of any applicable law, statute, rule or regulation or any applicable order, writ, injunction or decree of any court or governmental instrumentality or (ii) conflict with, violate or result in violation any breach of any of the terms, covenants, conditions or in provisions of, or constitute a default with respect to any law or in default (or at risk of acceleration of indebtedness) under any agreement agreement, contract or restriction by instrument to which Guarantor is bound a party, except where non-compliance would not reasonably be expected to have a material adverse effect upon the legality, validity, binding effect or affectedenforceability against Guarantor of this Guaranty; (d) the Guarantor will indemnify the Lender from any loss, cost or expense as a result of any representation or warranty of the Guarantor being false, incorrect, incomplete or misleading in any material respect; and (e) there is no litigation pending ororder, consent, approval, license, authorization or validation of, or filing, recording or registration with (except as have been obtained or made prior to the knowledge date when required and which remain in full force and effect), or exemption by, any governmental or public body or authority, or any subdivision thereof, is required to authorize, or is required in connection with, (i) the execution, delivery and performance of Guarantorthis Guaranty by such Guarantor or (ii) the legality, threatened before validity, binding effect or by any tribunal against or affecting Guarantor which, if adversely determined, would materially affect the ability enforceability of Guarantor to perform its obligations hereunder; (f) all financial statements and information heretofore furnished to Lender by Guarantor do, and all financial statements and information hereafter furnished to Lender by Guarantor will, fully and accurately present the condition (financial or otherwise) of Guarantor as of their dates and the results of Guarantor's operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to Lender, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to Lender, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (g) after giving effect to this Guaranty, Guarantor is solventin each case, and does except where non-compliance would not intend reasonably be expected to incur have a material adverse effect upon the legality, validity, binding effect or believe that it will incur debts that will be beyond its ability to pay as such debts mature; (h) Lender has no duty at any time to investigate or inform enforceability against Guarantor of the financial or business condition or affairs of the Other Borrower or any change therein, and Guarantor will keep fully appraised of the Other Borrower' financial and business condition; (i) Guarantor acknowledges and agrees that Guarantor may be required to pay and perform the Guaranteed Obligations in full without assistance or support from the Other Borrower or any other party; (j) Intentionally deleted; and (k) Guarantor has read and fully understands the provisions contained in the Loan Documents. Guarantor's representations, warranties and covenants are a material inducement to Lender to make the Loan and enter into the Loan Documents, and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting the Other Borrower, Guarantor, any other party, or any security for all or any part of the Guaranteed Obligationsthis Guaranty.

Representations, Warranties and Covenants of Guarantor. The Guarantor hereby represents, warrants, warrants and covenants to the Administrative Agent and the Lenders that (a) the Guarantor has a financial interest in the Other each Borrower and will derive a material and substantial benefit, directly or indirectly, from the making of the Loan to each Borrower and from the Other Borrowermaking of this Guaranty by the Guarantor; (b) this Guaranty is duly authorized and valid, and is binding upon and enforceable against against, the Guarantor; (c) the Guarantor is not, and the execution, delivery and performance by the Guarantor of this Guaranty will not cause the Guarantor to be, in violation of or in default with respect to any law or in default (or at risk of acceleration of indebtedness) under any agreement or restriction by which the Guarantor is bound or affected; (d) the Guarantor is duly organized, validly existing, and in good standing under the laws of the state of its organization and under Maryland laws, and has full power and authority to enter into and perform this Guaranty; (e) the Guarantor will indemnify the Lender Administrative Agent and the Lenders from any loss, cost or expense as a result of any representation or warranty of the Guarantor being false, incorrect, incomplete or misleading in any material respect; (ef) there is no litigation pending or, to the knowledge of the Guarantor, threatened before or by any tribunal against or affecting the Guarantor which, if adversely determineddetermined adversely, would materially affect the ability of could reasonably be expected to have a Material Adverse Effect on Guarantor to perform its obligations hereunderor Borrower; (fg) all financial statements and information heretofore furnished to Lender the Administrative Agent and the Lenders by the Guarantor do, and all financial statements and information hereafter furnished to Lender the Administrative Agent and the Lenders by the Guarantor will, fully and accurately present the condition (financial or otherwise) of the Guarantor as of their dates and the results of the Guarantor's ’s operations for the periods therein specified, and, since the date of the most recent financial statements of the Guarantor heretofore furnished to Lenderthe Administrative Agent and the Lenders, no material adverse change has occurred in the financial condition of the Guarantor, nor, except as heretofore disclosed in writing to Lenderthe Administrative Agent and the Lenders, has the Guarantor incurred any material liability, direct or indirect, fixed or contingent; (gh) after giving effect to this Guaranty, the Guarantor is solvent, is not engaged or about to engage in business or a transaction for which the property of the Guarantor is an unreasonably small capital, and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; (hi) Lender has no neither the Administrative Agent nor the Lenders have any duty at any time to investigate or inform the Guarantor of the financial or business condition or affairs of the Other Borrower or any change therein, and the Guarantor will keep fully appraised apprised of the Other Borrower' ’s financial and business condition; (ij) the Guarantor acknowledges and agrees that Guarantor may be required to pay and perform the Guaranteed Obligations in full without assistance or support from the Other Borrower or any other party; (j) Intentionally deletedPerson; and (k) the Guarantor has read and fully understands the provisions contained in the Note, the Credit Agreement, the Mortgage, the Environmental Agreement, and the other Loan Documents. The Guarantor's ’s representations, warranties and covenants are a material inducement to Lender the Administrative Agent and the Lenders to make the Loan and enter into the other Loan Documents, Documents and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting the Other Borrower, the Guarantor, any other party, or any security for all or any part of the Guaranteed Obligations. The Guarantor further represents, warrants and covenants that if any Swap Contract shall at any time be in effect, (x) the Guarantor has received and examined copies of each such Swap Contract, the observance and performance of which by the Borrower is hereby guaranteed; (y) the Guarantor will benefit from each such Swap Agreement and any transactions thereunder with the Borrower, and the Guarantor has determined that the execution and delivery by the Guarantor of this Guaranty are necessary and convenient to the conduct, promotion and attainment of the business of the Guarantor; and (z) neither the Administrative Agent nor any Lender has any duty to determine whether any Swap Contract, or any other transaction relating to or arising under any Swap Contract, will be or has been entered into by the Borrower for purposes of hedging interest rate, currency exchange rate or other risks arising in its businesses or affairs and not for purposes of speculation or is otherwise inappropriate for such Borrower. The Guarantor’s representations, warranties and covenants are a material inducement to the Administrative Agent and the Lenders to enter into the other Loan Documents and any Swap Contract shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting the Borrower, the Guarantor, any other party, or any security for all or any part of the Guaranteed Obligations.

Representations, Warranties and Covenants of Guarantor. Guarantor hereby represents, warrants, and covenants that that: (a) Guarantor has a financial interest in the Other Borrower and will derive a material and substantial benefit, directly or indirectly, from the making of the Loan to Borrower and from the Other Borrowermaking of this Guaranty by Guarantor; (b) this Guaranty is duly authorized and valid, and is binding upon and enforceable against Guarantor; (c) Guarantor is not, and the execution, delivery and performance by Guarantor of this Guaranty will not cause Guarantor to be, in violation of or in default with respect to any law or in default (or at risk of acceleration of indebtedness) under any agreement or restriction by which Guarantor is bound or affected; (d) Guarantor is duly organized, validly existing, and in good standing under the laws of the state of its organization and under Delaware laws, is lawfully doing business in New York, and has full power and authority to enter into and perform this Guaranty; (e) Guarantor will indemnify the Lender Administrative Agent and Lenders from any loss, cost or expense as a result of any representation or warranty of the Guarantor being false, incorrect, incomplete or misleading in any material respect; (ef) there is no litigation pending or, to the knowledge of Guarantor, threatened before or by any tribunal against or affecting Guarantor other than litigation which, if adversely determined, would materially affect not have a material adverse effect on the ability operations, business, properties, liabilities (actual or contingent), condition (financial or otherwise) of Guarantor to perform its obligations hereunderGuarantor; (fg) all financial statements and information heretofore furnished to Lender Administrative Agent and Lenders by Guarantor do, and all financial statements and information hereafter furnished to Lender Administrative Agent and Lenders by Guarantor will, fully and accurately present the condition (financial or otherwise) of Guarantor as of their dates and the results of Guarantor's ’s operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to LenderAdministrative Agent, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to LenderAdministrative Agent, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (gh) after giving effect to this Guaranty, Guarantor is solvent, is not engaged or about to engage in business or a transaction for which the property of Guarantor is an unreasonably small capital, and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; (hi) Lender has Administrative Agent and Lenders have no duty at any time to investigate or inform Guarantor of the financial or business condition or affairs of the Other Borrower or any change therein, and Guarantor will keep fully appraised apprised of the Other Borrower' ’s financial and business condition; (ij) Guarantor acknowledges and agrees that Guarantor may be required to pay and perform the Guaranteed Obligations in full without assistance or support from the Other Borrower or any other party; (j) Intentionally deletedPerson; and (k) Guarantor has read and fully understands the provisions contained in the Note, the Loan Agreement, the Mortgage, the Environmental Agreement, and the other Loan Documents. Guarantor's ’s representations, warranties and covenants are a material inducement to Lender Administrative Agent and Lenders to make the Loan and enter into the other Loan Documents, Documents and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting Borrower, Guarantor, any other party, or any security for all or any part of the Other Guaranteed Obligations. Guarantor further represents, warrants and covenants that if any Swap Contract shall at any time be in effect, (x) Guarantor has received and examined copies of each such Swap Contract, the observance and performance of which by Borrower is hereby guaranteed; (y) Guarantor will benefit from Administrative Agent’s and/or any Lender’s entering into each such Swap Contract and any transaction thereunder with Borrower, and Guarantor has determined that the execution and delivery by Guarantor of this Guaranty are necessary and convenient to the conduct, promotion and attainment of the business of Guarantor; and (z) Administrative Agent and Lenders have no duty to determine whether any Swap Contract, or any other transaction relating to or arising under any Swap Contract, will be or has been entered into by Borrower for purposes of hedging interest rate, currency exchange rate, or other risks arising in its businesses or affairs and not for purposes of speculation or is otherwise inappropriate for Borrower. Guarantor’s representations, warranties and covenants are a material inducement to Administrative Agent to enter into the other Loan Documents and any Swap Contract shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting Borrower, Guarantor, any other party, or any security for all or any part of the Guaranteed Obligations.

Representations, Warranties and Covenants of Guarantor. Guarantor hereby represents, warrants, and covenants to Administrative Agent and the other Lenders that (a) Guarantor has a financial owns, directly or indirectly, an interest in the Other Borrower and will derive a material and substantial benefit, directly or indirectly, from the making of the Loan to Borrower and from the Other Borrowermaking of this Guaranty by Guarantor; (b) this Guaranty is duly authorized and valid, and is binding upon and enforceable against Guarantor; (c) Guarantor is not, and the execution, delivery and performance by Guarantor of this Guaranty will not cause Guarantor to be, in violation of or in default with respect to any law or in default (or at risk of acceleration of indebtedness) under any agreement or restriction by which Guarantor is bound or affected; (d) Guarantor is duly organized, validly existing, and in good standing under the laws of the state of its organization and has full power and authority to enter into and perform this Guaranty; (e) Guarantor will indemnify Administrative Agent and the Lender other Lenders from any loss, cost or expense as a result of any representation or warranty of the Guarantor being false, incorrect, incomplete or misleading in any material respect; (ef) there is no litigation pending or, to the knowledge of Guarantor, threatened before or by any tribunal against or affecting Guarantor which, if adversely determined, would materially affect the ability of Guarantor to perform its obligations hereunderGuarantor; (fg) all financial statements and information regarding Guarantor heretofore furnished to Lender Administrative Agent by Guarantor do, and all financial statements and such information hereafter furnished to Lender Administrative Agent by Guarantor will, fully fairly and accurately present the condition (financial or otherwise) of Guarantor as of their dates and the results of Guarantor's ’s operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to LenderAdministrative Agent, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to LenderAdministrative Agent, has Guarantor incurred any material liability, direct or indirect, fixed or contingentcontingent except liabilities incurred in the ordinary course of business; (gh) after giving effect to this Guaranty, Guarantor is solvent, is not engaged or about to engage in business or a transaction for which the property of Guarantor is an unreasonably small capital, and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; (hi) Lender has Lenders have no duty at any time to investigate or inform Guarantor of the financial or business condition or affairs of the Other Borrower or any change therein, and Guarantor will keep fully appraised apprised of the Other Borrower' ’s financial and business condition; (ij) Guarantor acknowledges and agrees that Guarantor may be required to pay and perform the Guaranteed Obligations in full without assistance or support from the Other Borrower or any other party; (j) Intentionally deletedPerson; and (k) Guarantor has read and fully understands the provisions contained in the Note, the Loan Agreement, the Deed of Trust, and the other Loan Documents. Guarantor's ’s representations, warranties and covenants are a material inducement to Lender Lenders to make the Loan and enter into the other Loan Documents, Documents and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting the Other Borrower, Guarantor, any other party, or any security for all or any part of the Guaranteed Obligations.

Representations, Warranties and Covenants of Guarantor. Each Guarantor hereby representsrepresents and warrants to (and with each extension of credit under the Credit Agreement again represents and warrants to) and agrees with the Agent as follows: Section 4.1. As of the date hereof, warrantsassuming each of the transactions contemplated by the Credit Documents is consummated and the Borrower makes full use of the credit facilities thereunder, and covenants that taking into account the effect thereof, (a) Guarantor has a financial interest in the Other Borrower and will derive a material and substantial benefit, directly or indirectly, from the making fair value of the Loan to property of such Guarantor is greater than the Other Borrower; total amount of liabilities, including contingent liabilities, of such Guarantor, (b) this Guaranty the present fair salable value of the assets of such Guarantor is duly authorized not less than the amount that will be required to pay the probable liability of such Guarantor on its debts as they become absolute and validmatured, and is binding upon and enforceable against Guarantor; (c) such Guarantor is not, and the execution, delivery and performance by Guarantor of this Guaranty will does not cause Guarantor to be, in violation of or in default with respect to any law or in default (or at risk of acceleration of indebtedness) under any agreement or restriction by which Guarantor is bound or affected; (d) the Guarantor will indemnify the Lender from any loss, cost or expense as a result of any representation or warranty of the Guarantor being false, incorrect, incomplete or misleading in any material respect; (e) there is no litigation pending or, to the knowledge of Guarantor, threatened before or by any tribunal against or affecting Guarantor which, if adversely determined, would materially affect the ability of Guarantor to perform its obligations hereunder; (f) all financial statements and information heretofore furnished to Lender by Guarantor do, and all financial statements and information hereafter furnished to Lender by Guarantor will, fully and accurately present the condition (financial or otherwise) of Guarantor as of their dates and the results of Guarantor's operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to Lender, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to Lender, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (g) after giving effect to this Guaranty, Guarantor is solventintend to, and does not intend to incur or believe that it will will, incur debts that will be or liabilities beyond its such Guarantor’s ability to pay as such debts and liabilities as they mature; , (hd) Lender has no duty such Guarantor is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Guarantor’s property would constitute an unreasonably small capital, and (e) such Guarantor is able to pay its debts and liabilities, contingent obligations and other commitments as they mature in the ordinary course of business. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to investigate become an actual or inform Guarantor matured liability. Section 4.2. The representations and warranties set forth in Article IV of the financial or business condition or affairs Credit Agreement are incorporated herein by reference to the extent applicable to the Guarantors, and each Guarantor represents and warrants to the Agent each such representation and warranty which applies to such Guarantor as if set forth herein. Section 4.3. The covenants set forth in Article V and VI of the Other Borrower or any change thereinCredit Agreement are incorporated herein by reference to the extent applicable to the Guarantors, and each Guarantor will keep fully appraised of agrees with the Other Borrower' financial and business condition; (i) Agent to comply with each such covenant which applies to such Guarantor acknowledges and agrees that Guarantor may be required to pay and perform the Guaranteed Obligations in full without assistance or support from the Other Borrower or any other party; (j) Intentionally deleted; and (k) Guarantor has read and fully understands the provisions contained in the Loan Documents. Guarantor's representations, warranties and covenants are a material inducement to Lender to make the Loan and enter into the Loan Documents, and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting the Other Borrower, Guarantor, any other party, or any security for all or any part of the Guaranteed Obligationsas if set forth herein.

Representations, Warranties and Covenants of Guarantor. Until the Guaranteed Obligations are paid and performed in full and each and every term, covenant and condition of this Guaranty is fully performed, Guarantor hereby represents, warrants, and covenants that that: (a) Guarantor has a financial interest in the Other Borrower and will derive a material and substantial benefit, directly or indirectly, from the making of the Loan to Borrower and from the Other Borrowermaking of this Guaranty by Guarantor; (b) this Guaranty is duly authorized and valid, and is binding upon and enforceable against Guarantor; (c) Guarantor is not, and the execution, delivery and performance by Guarantor of this Guaranty will not cause Guarantor to be, in violation of or in default with respect to any law or in default (or at risk of acceleration of indebtedness) under any agreement or restriction by which Guarantor is bound or affected; (d) unless Guarantor is a natural person, Guarantor is duly organized, validly existing, and in good standing under the Guarantor will indemnify the Lender from any loss, cost or expense as a result of any representation or warranty laws of the Guarantor being false, incorrect, incomplete or misleading in any material respectstate of its organization and has full power and authority to enter into and perform this Guaranty; (e) except as disclosed in the SEC filing for Guarantor, there is no litigation pending or, to the knowledge of Guarantor, threatened by or before or by any tribunal against or affecting Guarantor which, if adversely determined, that would materially affect have a Material Adverse Effect (as defined in the ability of Guarantor to perform its obligations hereunderLoan Agreement); (f) all financial statements and information heretofore furnished to Lender by Guarantor do, and all financial statements and information hereafter furnished to Lender by Guarantor will, fully and accurately present the condition (financial or otherwise) of Guarantor as of their dates and the results of Guarantor's ’s operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to Lender, no material adverse change has occurred in the financial condition of GuarantorGuarantor that would materially interfere with its ability to pay its existing obligations hereunder, nor, except as heretofore disclosed in writing to Lender, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (g) after giving effect to this Guaranty, Guarantor is solvent, and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; (h) Lender has no duty at any time to investigate or inform Guarantor of the financial or business condition or affairs of the Other Borrower or any change therein, and Guarantor will keep fully appraised of the Other Borrower' financial and business condition; (i) Guarantor acknowledges and agrees that Guarantor may be required to pay and perform the Guaranteed Obligations in full without assistance or support from the Other Borrower or any other party; (j) Intentionally deleted; and (k) Guarantor has read and fully understands the provisions contained in the Note, the Loan Agreement, the Mortgage, the Environmental Agreement and the other Loan Documents. Guarantor further represents, warrants and covenants that if any Swap Contract (relating to the Loan) shall at any time be in effect, (x) Guarantor has received and examined copies of each such Swap Contract (if any), the observance and performance of which by Borrower is hereby guaranteed; (y) Guarantor will benefit from Lender’s entering into each such Swap Contract and any transaction thereunder with Borrower, and Guarantor has determined that the execution and delivery by Guarantor of this Guaranty are necessary and convenient to the conduct, promotion and attainment of the business of Guarantor's ; and (z) Lender has no duty to determine whether any Swap Contract, or any other transaction relating to or arising under any Swap Contract, will be or has been entered into by Borrower for purposes of hedging interest rate, currency exchange rate, or other risks arising in its businesses or affairs and not for purposes of speculation, or is otherwise inappropriate for Borrower. Guarantor’s representations, warranties and covenants are a material inducement to Lender to make the Loan and enter into the other Loan Documents, Documents and any Swap Contract shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting the Other Borrower, Guarantor, any other party, or any security for all or any part of the Guaranteed Obligations.

Representations, Warranties and Covenants of Guarantor. Guarantor hereby representsmakes the following representations, warrants, warranties and covenants that (each of which shall remain materially true and correct during the term hereof): (a) Guarantor is duly organized, validly existing and in good standing under the laws of its state of formation, and Guarantor has a financial interest in all requisite right and power to execute and deliver this Guaranty and to perform the Other Borrower and will derive a material and substantial benefit, directly or indirectly, from the making Guaranteed Recourse Obligations of the Loan to the Other Borrower; (b) this Guaranty is duly authorized and valid, and is binding upon and enforceable against Guarantor; (c) Guarantor is not, and the execution, delivery and performance by Guarantor of this Guaranty will and the incurrence of the Guaranteed Recourse Obligations of Borrower, now or hereafter owing, (i) are within the powers of Guarantor and (ii) do not cause Guarantor to berequire any approval or consent of, in violation of or in default with respect to filing with, any law governmental authority or in default other Person (or at risk such approvals and consents have been obtained and delivered to the Lender) and are not in contravention of acceleration any provision of indebtednesslaw applicable to Guarantor; (c) under any agreement or restriction by this Guaranty and the other Loan Documents to which Guarantor is bound a party constitutes when delivered, valid and binding obligations of Guarantor, enforceable in accordance with their respective terms, except as limited by bankruptcy, insolvency or affectedother laws of general application relating to the enforcement of creditors’ rights and equitable considerations; (d) the Guarantor will indemnify the Lender from is not in default under any lossindenture, cost loan or expense as credit agreement, or any lease or other agreement or instrument to which it is a result party, or in violation of any representation or warranty restriction to which it is subject, as of the Guarantor being falsedate hereof which, incorrectto Guarantor’s knowledge, incomplete is likely to have a Material Adverse Effect if there were such a default or misleading in any material respectviolation; (e) Guarantor has filed all tax returns which are required to be filed (or obtained proper extensions of time for the filing thereof) and has paid, or made adequate provision for the payment of, all taxes which have or may become due pursuant to said returns or to assessments received; (f) the financial statements and other information pertaining to Guarantor submitted to Lender are true, complete and correct in all material respects and do not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein not misleading; (g) there is no litigation litigation, at law or in equity, or any proceeding before any federal, state, provincial or municipal board or other governmental or administrative agency pending or, to the knowledge of Guarantor, threatened before threatened, or any basis therefor, which involves a risk of any material judgment or liability not fully covered by insurance (other than any tribunal against or affecting Guarantor which, deductible) which is likely to be adversely determined and if adversely determinedso, would materially affect the ability of Guarantor to perform its obligations hereunder; (f) all financial statements and information heretofore furnished to Lender by Guarantor dohave a Material Adverse Effect, and all financial statements and information hereafter furnished to Lender by no judgment, decree, or order of any federal, state, provincial or municipal court, board or other governmental or administrative agency has been issued against Guarantor will, fully and accurately present the condition (financial or otherwise) of Guarantor as of their dates and the results of Guarantor's operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to Lender, no material adverse change which has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to Lender, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (g) after giving effect to this Guaranty, Guarantor is solvent, and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts maturea Material Adverse Effect; (h) Lender has no duty at any time to investigate or inform Guarantor the making of the financial or business condition or affairs of the Other Loan to Borrower or any change therein, and Guarantor will keep fully appraised of the Other Borrower' financial and business conditionresult in material benefits to Guarantor; (i) Guarantor acknowledges (i) has not entered into this Guaranty or any Loan Document with the actual intent to hinder, delay, or defraud any creditor and agrees that Guarantor may be required to pay and perform (ii) has received reasonably equivalent value in exchange for the Guaranteed Recourse Obligations in full without assistance or support from of Borrower hereunder and under the Other Borrower or any other partyLoan Documents.; and (j) Intentionally deleted; Guarantor is not a “foreign person” within the meaning of Section 1445(1)(3) of the Internal Revenue Code. Each of the representations and (k) covenants of and/or relating to Guarantor set forth in the other Loan Documents, if any, are hereby re-made by Guarantor and incorporated herein by reference as if fully set forth herein. This Guaranty is not subject to any right of rescission, setoff, counterclaim or defense by Guarantor, nor would the operation of any of the terms of this Guaranty, or the exercise of any right hereunder, render the Loan Documents unenforceable. Guarantor has read and fully understands the provisions contained in not asserted any right of rescission, setoff, counterclaim or defense with respect to the Loan Documents. Guarantor's representations, warranties and covenants are a material inducement to Lender to make the Loan and enter into the Loan Documents, and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting the Other Borrower, Guarantor, any other party, or any security for all or any part of the Guaranteed Obligations.

Representations, Warranties and Covenants of Guarantor. Until the Guaranteed Obligations are paid and performed in full and each and every term, covenant and condition of this Guaranty is fully performed, Guarantor hereby represents, warrants, and covenants that that: (a) Guarantor has a financial or business interest in Borrower and/or the Other Borrower making of the Loan to Borrower, and will derive a material and substantial benefit, directly or indirectly, from the making of the Loan to Borrower and from the Other Borrower; making of this Guaranty by Guarantor; (b) this Guaranty is duly authorized and valid, and is binding upon and enforceable against Guarantor; Guarantor in accordance with the terms hereof, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, fraudulent conveyance, moratorium or similar laws affecting creditors' rights generally, and by general equitable principles (whether enforcement is sought by proceedings in equity or at law); (c) no Guarantor is notis, and the execution, delivery and performance by Guarantor of this Guaranty will not cause Guarantor to be, in violation of or in default with respect to any law or in default (or at risk of acceleration of indebtedness) under any agreement or restriction by which Guarantor is bound or affected; ; (d) unless a Guarantor is a natural person, Guarantor is duly organized, validly existing, and in good standing under the Guarantor will indemnify the Lender from any loss, cost or expense as a result of any representation or warranty laws of the Guarantor being false, incorrect, incomplete or misleading in any material respect; state of its organization and has full power and authority to enter into and perform this Guaranty; (e) there is no litigation pending or, to the knowledge of Guarantor, threatened by or before or by any tribunal against or affecting Guarantor which, if adversely determined, would materially affect the ability of could reasonably be expected to prevent Guarantor to perform from performing its obligations hereunder; hereunder or which would have a material adverse effect on the financial condition of Guarantor; (f) all financial statements and information heretofore furnished to Lender by Guarantor do, and all financial statements and information hereafter furnished to Lender by Guarantor will, fully and accurately present the condition (financial or otherwise) of Guarantor as of their dates and the results of Guarantor's operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to Lender, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to Lender, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; ; (g) after giving effect to this Guaranty, Guarantor is solvent, is not engaged or about to engage in business or a transaction for which the property of Guarantor is an unreasonably small capital, and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; ; (h) Lender has no duty at any time to investigate or inform Guarantor of the financial or business condition or affairs of the Other Borrower or any change therein, and Guarantor will keep fully appraised of the Other Borrower' financial and business condition; (i) Guarantor acknowledges and agrees that Guarantor may be required to pay and perform the Guaranteed Obligations in full without assistance or support from the Other Borrower or any other party; (j) Intentionally deleted; and (k) Guarantor has read and fully understands the provisions contained in the Note, the Loan Documents. Agreement, and the other Loan Documents and agrees to be bound by the terms thereof which relate to Guarantor (including, without limitation, Guarantor's obligations to deliver financial statements and other financial information as more particularly set forth in Section 6.2 of the Loan Agreement and the limitations on distributions set forth in Section 6.1(n)) as if such terms were set forth in this Guaranty in their entirety; (i) Guarantor agrees that it shall have and maintain, on a combined basis in accordance with GAAP or another recognized method of accounting reasonably acceptable to Lender, tested as of the close of each fiscal quarter: (i) Liquidity of at least $1,000,000; and (ii) Tangible Net Worth of at least (A) $109,414,601 which is seventy-five percent (75%) of the amount of Tangible Net Worth as of March 31, 2015 plus (B) seventy-five percent (75%) of the net proceeds of all future equity issuances. The terms "Liquidity" and "Tangible Net Worth" shall have the meanings given thereto on Exhibit A attached hereto; and In the event that Guarantor fails to perform any covenant set forth in this Section 13, or if any of the representations, warranties warranties, or covenants set forth in this Section 13 becomes untrue after the date hereof but prior to the Guaranteed Obligations being paid and covenants are a material inducement to Lender to make the Loan performed in full and enter into the Loan Documentseach and every term, covenant and condition of this Guaranty being fully performed, then thirty (30) days after receipt of written notice of such occurrence, an "Event of Default" shall occur under this Guaranty; provided that, if such default is reasonably capable of being cured and such cure cannot reasonably be effected within such 30-day period, such failure shall not be an Event of Default so long as Guarantor promptly commences cure within thirty (30) days after receipt of such notice, and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting the Other Borrower, Guarantor, any other party, or any security for all or any part of the Guaranteed Obligationsthereafter diligently prosecutes such cure to completion within an additional thirty (30) day period.

Representations, Warranties and Covenants of Guarantor. Until the Guaranteed Obligations are paid and performed in full and each and every term, covenant and condition of this Guaranty is fully performed, Guarantor hereby represents, warrants, and covenants that that: (a) Guarantor has a financial interest in the Other Borrower and will derive a material and substantial benefit, directly or indirectly, from Lender making the Loan available to Borrower and from the making of the Loan to the Other Borrowerthis Guaranty by Guarantor; (b) this Guaranty is duly authorized and valid, and is binding upon and enforceable against Guarantor, subject to bankruptcy, creditors’ rights and equitable principles; (c) Guarantor is not, and the execution, delivery and performance by Guarantor of this Guaranty will not cause Guarantor to be, in violation of or in default with respect to any law Law or in default (or at risk of acceleration of indebtedness) under any agreement or restriction by which Guarantor is bound or affected; (d) unless Guarantor is a natural person, Guarantor is duly organized, validly existing, and in good standing under the Guarantor will indemnify the Lender from any loss, cost or expense as a result of any representation or warranty Laws of the Guarantor being false, incorrect, incomplete or misleading in any material respectstate of its organization and has full power and authority to enter into and perform this Guaranty; (e) there is no litigation pending or, to the knowledge of Guarantor, threatened by or before or by any tribunal against or affecting Guarantor Guarantor, which, if adversely determined, would materially affect the have a material adverse effect on Guarantor’s ability of Guarantor to perform its obligations hereunder; (f) all financial statements and information heretofore furnished to Lender by Guarantor do, and all financial statements and information hereafter furnished to Lender by Guarantor will, fully and accurately present the condition (financial or otherwise) of Guarantor in all material respects as of their dates and the results of Guarantor's ’s operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to Lender, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to Lender, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (g) immediately after giving effect to this Guaranty, Guarantor is solvent, is not engaged or about to engage in business or a transaction for which the property of Guarantor is an unreasonably small capital, and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; (h) Lender has no duty at any time to investigate or inform Guarantor of the financial or business condition or affairs of the Other Borrower or any change therein, and Guarantor will keep fully appraised of the Other Borrower' financial and business condition; (i) Guarantor acknowledges and agrees that Guarantor may be required to pay and perform the Guaranteed Obligations in full without assistance or support from the Other Borrower or any other party; (j) Intentionally deleted; and (k) Guarantor has read and fully understands the provisions contained in the Loan Agreement and the other Loan Documents. Guarantor's representations, warranties ; and (i) Guarantor shall comply with all financial covenants are a material inducement to Lender to make set forth in the Loan and enter into the Loan Documents, and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security Agreement which are applicable to or other event affecting the Other Borrower, relate to Guarantor, any other party, or any security for all or any part of the Guaranteed Obligations.

Representations, Warranties and Covenants of Guarantor. Until the Guaranteed Obligations are paid and performed in full and each and every term, covenant and condition of this Guaranty is fully performed, Guarantor hereby represents, warrants, and covenants that that: (a) Guarantor or permitted successors or assigns has a financial interest in the Other Borrower and will derive a material and substantial benefit, directly or indirectly, from the making of the Loan to Borrower and from the Other Borrowermaking of this Guaranty by Guarantor; (b) this Guaranty is duly authorized and valid, and is binding upon and enforceable against Guarantor; (c) as of the date hereof, Guarantor is not, and the execution, delivery and performance by Guarantor of this Guaranty will not cause Guarantor to be, in violation of or in default with respect to any law or in default (or at risk of acceleration of indebtedness) under any agreement or restriction by which Guarantor is bound or affected; (d) unless Guarantor is a natural person, Guarantor is duly organized, validly existing, and in good standing under the Guarantor will indemnify the Lender from any loss, cost or expense as a result of any representation or warranty laws of the Guarantor being false, incorrect, incomplete or misleading in any material respectstate of its organization and has full power and authority to enter into and perform this Guaranty; (e) as of the date hereof, there is no litigation pending or, to the knowledge of Guarantor, threatened by or before or by any tribunal against or affecting Guarantor which, if adversely determined, would materially affect the ability of Guarantor to perform its obligations hereunderGuarantor; (f) all financial statements and information heretofore furnished to Lender by Guarantor do, and all financial statements and information hereafter furnished to Lender by Guarantor will, fully and accurately present the condition (financial or otherwise) of Guarantor as of their dates and the results of Guarantor's ’s operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to LenderLender prior to the date hereof, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to Lender, as of the date hereof, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (g) as of the date hereof, after giving effect to this Guaranty, Guarantor is solvent, is not engaged or about to engage in business or a transaction for which the property of Guarantor is an unreasonably small capital, and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; (h) Lender has no duty at any time to investigate or inform Guarantor of the financial or business condition or affairs of the Other Borrower or any change therein, and Guarantor will keep fully appraised of the Other Borrower' financial and business condition; (i) Guarantor acknowledges and agrees that Guarantor may be required to pay and perform the Guaranteed Obligations in full without assistance or support from the Other Borrower or any other party; (j) Intentionally deleted; and (k) Guarantor has read and fully understands the provisions contained in the Note, the Loan Agreement, the Mortgage, the Environmental Agreement and the other Loan Documents. Guarantor further represents, warrants and covenants that if any Swap Contract shall at any time be in effect, (x) Guarantor shall receive and examine copies of each such Swap Contract, the observance and performance of which by Borrower is hereby guaranteed; (y) Guarantor will benefit from Lender’s entering into each such Swap Contract and any transaction thereunder with Borrower, and Guarantor has determined that the execution and delivery by Guarantor of this Guaranty are necessary and convenient to the conduct, promotion and attainment of the business of Guarantor's ; and (z) Lender has no duty to determine whether any Swap Contract, or any other transaction relating to or arising under any Swap Contract, will be or has been entered into by Borrower for purposes of hedging interest rate, currency exchange rate, or other risks arising in its businesses or affairs and not for purposes of speculation, or is otherwise inappropriate for Borrower. Guarantor’s representations, warranties and covenants are a material inducement to Lender to make the Loan and enter into the other Loan Documents, Documents and any Swap Contract shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting the Other Borrower, Borrower or Guarantor, any other party, or any security for all or any part of the Guaranteed Obligations.

Representations, Warranties and Covenants of Guarantor. Until the Guaranteed Obligations are paid and performed in full and each and every term, covenant and condition of this Guaranty is fully performed, Guarantor hereby represents, warrants, and covenants that that: (a) Guarantor has a financial interest in the Other Borrower and will derive a material and substantial benefit, directly or indirectly, from the making of the Loan to Borrower and from the Other Borrowermaking of this Guaranty by Guarantor; (b) this Guaranty is duly authorized and valid, and is binding upon and enforceable against Guarantor; (c) Guarantor is not, and the execution, delivery and performance by Guarantor of this Guaranty will not cause Guarantor to be, in violation of or in default with respect to any law or in default (or at risk of acceleration of indebtedness) under any agreement or restriction by which Guarantor is bound or affected, except for such violations or defaults (in the aggregate) that would not reasonably be expected to have a Material Adverse Effect; (d) unless Guarantor is a natural person, Guarantor is duly organized, validly existing, and in good standing under the Guarantor will indemnify the Lender from any loss, cost or expense as a result of any representation or warranty laws of the Guarantor being false, incorrect, incomplete or misleading in any material respectstate of its organization and has full power and authority to enter into and perform this Guaranty; (e) except for actions, suits or proceedings that have been specifically disclosed to Lender in writing, there is are no litigation actions, suits or proceedings pending against Borrower, Guarantor, the Collateral, or, circumstances that would reasonably be expected to the knowledge of lead to such action, suits or proceedings against or affecting Borrower or Guarantor, threatened the Collateral, or involving the validity or enforceability of any of the Loan Documents, before or by any tribunal against or affecting Guarantor Governmental Authority, which, if adversely determined, would materially affect the ability a Material Adverse Effect, except actions, suits and proceedings which have been specifically disclosed to and approved by Lender in writing; and Borrower is not in default with respect to any order, writ, injunction, decree or demand of Guarantor to perform its obligations hereunderany court or any Governmental Authority; (f) all financial statements and factual information heretofore (taken as a whole) furnished by or on behalf of Guarantor in writing to Lender by Guarantor dofor purposes of or in connection with this Guaranty is, and all financial statements and other such factual information (taken as a whole) hereafter furnished to Lender by or on behalf Guarantor will, fully and accurately present the condition (financial or otherwise) of Guarantor as of their dates and the results of Guarantor's operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to Lender, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to LenderLender will be, has Guarantor incurred true, correct and complete in all material respects on the date as of which such information is dated or certified, it being understood and agreed that such factual information shall not include any material liability, direct or indirect, fixed or contingentprojections; (g) after giving effect to this Guaranty, Guarantor is solvent, and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; (h) Lender has no duty at any time to investigate or inform Guarantor of the financial or business condition or affairs of the Other Borrower or any change therein, and Guarantor will keep fully appraised of the Other Borrower' financial and business condition; (i) the fair value of the assets of the Guarantor acknowledges (on a consolidated basis), at fair valuation, exceeds its debts and agrees liabilities, (ii) the present fair salable value of the assets of the Guarantor (on a consolidated basis) is greater than the amount that Guarantor may will be required to pay its debts and perform other liabilities as such debts and liabilities become due and payable, (iii) Guarantor (on a consolidated basis) is able to pay its debts and liabilities as such debts and liabilities become due and payable and (iv) Guarantor (on a consolidated basis) does and will not have unreasonably small capital with which to conduct the Guaranteed Obligations business in full without assistance or support from the Other Borrower or any other partywhich it is engaged; (j) Intentionally deleted; and (kh) Guarantor has read and fully understands the provisions contained in the Note, the Loan Agreement, the Mortgage, the Security Agreement, the Environmental Indemnity and the other Loan Documents. Guarantor's ’s representations, warranties and covenants are a material inducement to Lender to make the Loan and enter into the other Loan Documents, and Documents shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting the Other Borrower, Guarantor, any other party, or any security for all or any part of the Guaranteed Obligations.

Representations, Warranties and Covenants of Guarantor. Guarantor hereby represents, warrants, and covenants that that: (a) Guarantor has a financial interest in the Other Borrower and will derive a material and substantial benefit, directly or indirectly, from the making of the Loan to the Other Borrower; (b) this Guaranty is duly authorized and valid, and is binding upon and enforceable against Guarantor; (cb) Guarantor is not, and the execution, delivery and performance by Guarantor of this Guaranty will not cause Guarantor to be, in violation of or in default with respect to any law or in default (or at risk of acceleration of indebtedness) under any agreement or restriction by which Guarantor is bound or affected; (dc) unless Guarantor is a natural person, Guarantor is duly organized, validly existing, and in good standing under the Guarantor will indemnify the Lender from any loss, cost or expense as a result of any representation or warranty laws of the Guarantor being false, incorrect, incomplete or misleading in any material respectstate of its organization and has full power and authority to enter into and perform this Guaranty; (ed) there is no material litigation pending with respect to which process has been served or, to the knowledge of Guarantor, threatened by or before or by any tribunal against or affecting Guarantor which, if adversely determined, would materially affect the have a material adverse effect on Guarantor’s ability of Guarantor to perform its obligations hereunder; (fe) all financial statements and information heretofore furnished to Lender Administrative Agent by Guarantor do, and all financial statements and information hereafter furnished to Lender Administrative Agent by Guarantor will, fully and accurately present the condition (financial or otherwise) of Guarantor as of their dates and the results of Guarantor's ’s operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to LenderAdministrative Agent, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to LenderAdministrative Agent, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (gf) after giving effect to this Guaranty, Guarantor is solvent, is not engaged or about to engage in business or a transaction for which the property of Guarantor is an unreasonably small capital, and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; (h) Lender has no duty at any time to investigate or inform Guarantor of the financial or business condition or affairs of the Other Borrower or any change therein, and Guarantor will keep fully appraised of the Other Borrower' financial and business condition; (i) Guarantor acknowledges and agrees that Guarantor may be required to pay and perform the Guaranteed Obligations in full without assistance or support from the Other Borrower or any other party; (j) Intentionally deleted; and (kg) Guarantor has read and fully understands the provisions contained in any Note, the Loan Documents. Guarantor's representationsAgreement, warranties the Deed of Trust and covenants are a material inducement to Lender to make the Loan and enter into the other Loan Documents, and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting the Other Borrower, Guarantor, any other party, or any security for all or any part of the Guaranteed Obligations.

Representations, Warranties and Covenants of Guarantor. Guarantor hereby represents, warrants, and covenants that that: (a) Guarantor has a financial interest in the Other Borrower and will derive a material and substantial benefit, directly or indirectly, from the making of the Loan to Borrower and from the Other Borrowermaking of this Guaranty by Guarantor; (b) this Guaranty is duly authorized and valid, and is binding upon and enforceable against Guarantor; (c) Guarantor is not, and the execution, delivery and performance by Guarantor of this Guaranty will not cause Guarantor to be, in violation of or in default with respect to any law or in default (or at risk of acceleration of indebtedness) under any agreement or restriction by which Guarantor is bound or affected; (d) Guarantor is duly organized, validly existing, and in good standing under the laws of the state of its organization and under Delaware laws, is lawfully doing business in New York, and has full power and authority to enter into and perform this Guaranty; (e) Guarantor will indemnify the Lender from any loss, cost or expense as a result of any representation or warranty of the Guarantor being false, incorrect, incomplete or misleading in any material respect; (ef) there is no litigation pending or, to the knowledge of Guarantor, threatened before or by any tribunal against or affecting Guarantor other than litigation which, if adversely determined, would materially affect not have a material adverse effect on the ability operations, business, properties, liabilities (actual or contingent), condition (financial or otherwise) of Guarantor to perform its obligations hereunderGuarantor; (fg) all financial statements and information heretofore furnished to Lender by Guarantor do, and all financial statements and information hereafter furnished to Lender by Guarantor will, fully and accurately present the condition (financial or otherwise) of Guarantor as of their dates and the results of Guarantor's ’s operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to Lender, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to Lender, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (gh) after giving effect to this Guaranty, Guarantor is solvent, is not engaged or about to engage in business or a transaction for which the property of Guarantor is an unreasonably small capital, and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; (hi) Lender has have no duty at any time to investigate or inform Guarantor of the financial or business condition or affairs of the Other Borrower or any change therein, and Guarantor will keep fully appraised apprised of the Other Borrower' ’s financial and business condition; (ij) Guarantor acknowledges and agrees that Guarantor may be required to pay and perform the Guaranteed Obligations in full without assistance or support from the Other Borrower or any other party; (j) Intentionally deletedPerson; and (k) Guarantor has read and fully understands the provisions contained in the Note, the Loan Agreement, the Mortgage, the Environmental Agreement, and the other Loan Documents. Guarantor's ’s representations, warranties and covenants are a material inducement to Lender to make the Loan and enter into the other Loan Documents, Documents and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting Borrower, Guarantor, any other party, or any security for all or any part of the Other Guaranteed Obligations. Guarantor further represents, warrants and covenants that if any Swap Contract shall at any time be in effect, (x) Guarantor has received and examined copies of each such Swap Contract, the observance and performance of which by Borrower is hereby guaranteed; (y) Guarantor will benefit from Lender’s entering into each such Swap Contract and any transaction thereunder with Borrower, and Guarantor has determined that the execution and delivery by Guarantor of this Guaranty are necessary and convenient to the conduct, promotion and attainment of the business of Guarantor; and (z) Lender have no duty to determine whether any Swap Contract, or any other transaction relating to or arising under any Swap Contract, will be or has been entered into by Borrower for purposes of hedging interest rate, currency exchange rate, or other risks arising in its businesses or affairs and not for purposes of speculation or is otherwise inappropriate for Borrower. Guarantor’s representations, warranties and covenants are a material inducement to Lender to enter into the other Loan Documents and any Swap Contract shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting Borrower, Guarantor, any other party, or any security for all or any part of the Guaranteed Obligations.

Representations, Warranties and Covenants of Guarantor. Guarantor hereby represents, warrants, and covenants that that: (a) Guarantor has a financial interest (indirectly) in the Other Borrower and will derive a material and substantial benefit, directly or indirectly, from the making of the Loan to Borrower and from the Other Borrowermaking of this Guaranty by Guarantor; (b) this Guaranty is duly authorized and valid, and is binding upon and enforceable against Guarantor; (c) Guarantor is not, and the execution, delivery and performance by Guarantor of this Guaranty will not cause Guarantor to be, in violation of or in default with respect to any law or in default (or at risk of acceleration of indebtedness) under any agreement or restriction by which Guarantor is bound or affected; (d) unless Guarantor is a natural person, Guarantor is duly organized, validly existing, and in good standing under the Guarantor will indemnify the Lender from any loss, cost or expense as a result of any representation or warranty laws of the Guarantor being false, incorrect, incomplete or misleading in any material respectstate of its organization and has full power and authority to enter into and perform this Guaranty; (e) there is no material litigation pending with respect to which process has been served or, to the knowledge of Guarantor, threatened by or before or by any tribunal against or affecting Guarantor which, if adversely determined, would materially affect the have a material adverse effect on Guarantor’s ability of Guarantor to perform its obligations 11 hereunder; (f) all financial statements and information heretofore furnished to Lender Administrative Agent by Guarantor do, and all financial statements and information hereafter furnished to Lender Administrative Agent by Guarantor will, fully and accurately present the condition (financial or otherwise) of Guarantor as of their dates and the results of Guarantor's ’s operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to LenderAdministrative Agent, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to LenderAdministrative Agent, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (g) after giving effect to this Guaranty, Guarantor is solvent, is not engaged or about to engage in business or a transaction for which the property of Guarantor is an unreasonably small capital, and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; (h) Lender has no duty at any time to investigate or inform Guarantor of the financial or business condition or affairs of the Other Borrower or any change therein, and Guarantor will keep fully appraised of the Other Borrower' financial and business condition; (i) Guarantor acknowledges and agrees that Guarantor may be required to pay and perform the Guaranteed Obligations in full without assistance or support from the Other Borrower or any other party; (j) Intentionally deleted; and (k) Guarantor has read and fully understands the provisions contained in the Loan Documents. Guarantor's representations, warranties and covenants are a material inducement to Lender to make the Loan and enter into the Loan Documents, and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting the Other Borrower, Guarantor, any other party, or any security for all or any part of the Guaranteed Obligations.and

Representations, Warranties and Covenants of Guarantor. Guarantor hereby represents, warrants, and covenants that (a) Guarantor hereby represents and warrants (i) that it is duly organized and validly existing in good standing under the laws of the jurisdiction under which it is organized and is duly qualified to do business and is in good standing in every other jurisdiction as to which the nature of the business conducted by it makes such qualification necessary, (ii) that it has power and authority to enter into and perform this Guaranty, (iii) that execution, delivery and performance of this Guaranty by it have been duly authorized by proper action and are not in contravention of law or of the terms of its articles of incorporation, by-laws, or any agreement, instrument, indenture or other undertaking to which it is a party or by which it is bound, (iv) that all registrations and approvals of any governmental agency, department or commission necessary for the execution, delivery and performance of this Guaranty and for the validity and enforceability thereof, have been obtained and are in full force and effect, (v) that this Guaranty is the legal, valid and binding obligation of the Guarantor, enforceable against Guarantor, in accordance with its terms, subject to bankruptcy, insolvency and similar laws and to the availability of equitable remedies, (vi) that no legal proceedings are pending, or threatened, before any court or governmental agency which would adversely affect its financial condition, operations or any licenses or its ability to perform under this Guaranty (other than those disclosed by the Guarantor in its public filings with the United States Securities and Exchange Commission prior to the Effective Date), (vii) that Guarantor has received and reviewed copies of the Loan Documents, (viii) that no Default or Event of Default has occurred and is continuing under this Guaranty, and (ix) that the Guarantor has a financial interest in the Other Borrower and the Guarantor has determined that it will derive a material and substantial benefit, directly or indirectly, benefit from the making execution of the Loan to the Other Borrower; Documents. (b) this Guaranty is duly authorized The Guarantor covenants and valid, and is binding upon and enforceable against Guarantor; (c) Guarantor is not, and the execution, delivery and performance by Guarantor of this Guaranty will not cause Guarantor to be, in violation of or in default agrees with respect to any law or in default (or at risk of acceleration of indebtedness) under any agreement or restriction by which Guarantor is bound or affected; (d) the Guarantor will indemnify the Lender from any lossthat, cost or expense as a result of any representation or warranty until the payment in full of the Guarantor being false, incorrect, incomplete or misleading in any material respect; (e) there is no litigation pending or, to the knowledge of Guarantor, threatened before or by any tribunal against or affecting Guarantor which, if adversely determined, would materially affect the ability of Guarantor to perform its obligations hereunder; (f) all financial statements and information heretofore furnished to Lender by Guarantor do, and all financial statements and information hereafter furnished to Lender by Guarantor will, fully and accurately present the condition (financial or otherwise) of Guarantor as of their dates and the results of Guarantor's operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to Lender, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to Lender, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (g) after giving effect to this Guaranty, Guarantor is solvent, and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; (h) Lender has no duty at any time to investigate or inform Guarantor of the financial or business condition or affairs of the Other Borrower or any change therein, and Guarantor will keep fully appraised of the Other Borrower' financial and business condition; (i) Guarantor acknowledges and agrees that Guarantor may be required to pay and perform the Guaranteed Obligations in full without assistance or support from the Other Borrower or any other party; (j) Intentionally deleted; and (k) Guarantor has read and fully understands the provisions contained in the Loan Documents. Guarantor's representations, warranties and covenants are a material inducement to Lender to make the Loan and enter into the Loan Documents, and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting the Other Borrower, Guarantor, any other party, or any security for all or any part of the Guaranteed Obligations.:

Representations, Warranties and Covenants of Guarantor. Guarantor hereby represents, warrants, warrants and covenants that that: (a) Guarantor has a financial interest is, and will remain, duly organized, existing and in good standing under the laws of the State set forth in the Other Borrower first paragraph of this Agreement, has its chief executive offices at the location set forth in such paragraph, and is, and will derive a material remain, duly qualified and substantial benefit, directly or indirectly, from the making of the Loan licensed in every jurisdiction wherever necessary to the Other Borrowercarry on its business and operations; (b) this Guaranty is duly authorized Guarantor has adequate power and validcapacity to enter into, and is binding upon and enforceable against Guarantorto perform its obligations, under each of the Transaction Documents; (c) the Transaction Documents have been duly authorized, executed and delivered by Guarantor and constitute legal, valid and binding agreements enforceable under all applicable laws in accordance with their terms, except to the extent that the enforcement of remedies may be limited under applicable bankruptcy and insolvency laws; (d) no approval, consent or withholding of objections is notrequired from any governmental authority or instrumentality with respect to the entry into, and or performance by, Guarantor of any of the executionTransaction Documents, delivery except such as may have already been obtained; (e) the entry into and performance by Guarantor of this Guaranty the Transaction Documents will not cause (i) violate any of the organizational documents of Guarantor to beor any judgment, in violation of or in default with respect to any order, law or regulation applicable to Guarantor, or (ii) result in any breach of, constitute a default under, or result in the creation of any lien, claim or encumbrance on any of Guarantor's property (except for liens in favor of Secured Party) pursuant to, any indenture mortgage, deed of trust, bank loan, credit agreement, or at risk of acceleration of indebtedness) under any other agreement or restriction by instrument to which Guarantor is bound or affecteda party; (d) the Guarantor will indemnify the Lender from any loss, cost or expense as a result of any representation or warranty of the Guarantor being false, incorrect, incomplete or misleading in any material respect; (ef) there is are no litigation suits or proceedings pending oror threatened in court or before any commission, to the knowledge of Guarantor, threatened before board or by any tribunal other administrative agency against or affecting Guarantor whichwhich could, if adversely determinedin the aggregate, would materially affect the have a material adverse effect on Guarantor, its business or operations, or its ability of Guarantor to perform its obligations hereunderunder the Transaction Documents; (fg) all financial statements and information heretofore furnished delivered to Lender by Guarantor doSecured Party in connection with the Indebtedness have been prepared in accordance with generally accepted accounting principles, and all financial statements and information hereafter furnished to Lender by Guarantor will, fully and accurately present the condition (financial or otherwise) of Guarantor as of their dates and the results of Guarantor's operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to Lenderstatement, there has been no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to Lender, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (g) after giving effect to this Guaranty, Guarantor is solvent, and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts maturechange; (h) Lender has no duty at any time to investigate or inform Guarantor of the financial or business condition or affairs of the Other Borrower or any change thereinCollateral is not, and will not be, used by Guarantor will keep fully appraised of the Other Borrower' financial and business conditionfor personal, family or household purposes; (i) the Collateral is, and will remain, in good condition and repair and Guarantor acknowledges will not be negligent in the care and agrees that Guarantor may be required to pay and perform the Guaranteed Obligations in full without assistance or support from the Other Borrower or any other partyuse thereof; (j) Intentionally deletedGuarantor is, and will remain, the sole and lawful owner, and in possession of, the Collateral, and has the sole right and lawful authority to grant the security interest described in this Agreement; (k) the Collateral is, and will remain, free and clear of all liens, claims and encumbrances of every kind, nature and description (except for liens in favor of Secured Party); (l) Guarantor's exact legal name is as set forth in the first sentence of this Agreement; (m) none of the Collateral consisting of Software that is owned by Guarantor and not licensed by Guarantor from a third party has been registered with the U.S. Copyright Office or recorded with the U.S. Patent and Trademark Office; and (kn) Guarantor has read shall not register any of the Collateral consisting of software that is owned by Guarantor and fully understands not licensed by Guarantor from a third party with the provisions contained U.S. Copyright Office or the U.S. Patent and Trademark Office unless (i) Guarantor provides Secured Party with written notice at least thirty (30) days prior to the effective date of any such registration and (ii) at Guarantor's sole cost and expense, execute, deliver and file any documents or filings and take any other action requested by Secured Party in order to perfect or preserve Secured Party's security interest in the Loan Documents. Guarantor's representations, warranties Equipment with the U.S. Copyright Office or the U.S. Patent and covenants are a material inducement to Lender to make the Loan and enter into the Loan Documents, and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting the Other Borrower, Guarantor, any other party, or any security for all or any part of the Guaranteed ObligationsTrademark Office.

Representations, Warranties and Covenants of Guarantor. Guarantor hereby represents, warrants, and covenants that that: (a) Guarantor has a financial interest in the Other Borrower and will derive a material and substantial benefit, directly or indirectly, from the making of the Loan to Borrower and from the Other Borrowermaking of this Guaranty by Guarantor; (b) this Guaranty is duly authorized and valid, and is binding upon and enforceable against Guarantor; (c) Guarantor is not, and the execution, delivery and performance by Guarantor of this Guaranty will not cause Guarantor to be, in violation of or in default with respect to any law or in default (or at risk of acceleration of indebtedness) under any agreement or restriction by which Guarantor is bound or affected; (d) Guarantor is duly organized, validly existing, and in good standing under the laws of the state of its organization and under Delaware laws, is lawfully doing business in New York, and has full power and authority to enter into and perform this Guaranty; (e) Guarantor will indemnify the Lender Administrative Agent and Lenders from any loss, cost or expense as a result of any representation or warranty of the Guarantor being false, incorrect, incomplete or misleading in any material respect; (ef) there is no litigation pending or, to the knowledge of Guarantor, threatened before or by any tribunal against or affecting Guarantor which, if adversely determined, would materially affect the ability of Guarantor to perform its obligations hereunderGuarantor; (fg) all financial statements and information heretofore furnished to Lender Administrative Agent and Lenders by Guarantor do, and all financial statements and information hereafter furnished to Lender Administrative Agent and Lenders by Guarantor will, fully and accurately present the condition (financial or otherwise) of Guarantor as of their dates and the results of Guarantor's ’s operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to LenderAdministrative Agent, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to LenderAdministrative Agent, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (gh) after giving effect to this Guaranty, Guarantor is solvent, is not engaged or about to engage in business or a transaction for which the property of Guarantor is an unreasonably small capital, and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; (hi) Lender has Administrative Agent and Lenders have no duty at any time to investigate or inform Guarantor of the financial or business condition or affairs of the Other Borrower or any change therein, and Guarantor will keep fully appraised apprised of the Other Borrower' ’s financial and business condition; (ij) Guarantor acknowledges and agrees that Guarantor may be required to pay and perform the Guaranteed Obligations in full without assistance or support from the Other Borrower or any other party; (j) Intentionally deletedPerson; and (k) Guarantor has read and fully understands the provisions contained in the Note, the Loan Agreement, the Mortgage, the Environmental Agreement, and the other Loan Documents. Guarantor's ’s representations, warranties and covenants are a material inducement to Lender Administrative Agent and Lenders to make the Loan and enter into the other Loan Documents, Documents and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting Borrower, Guarantor, any other party, or any security for all or any part of the Other Guaranteed Obligations. Guarantor further represents, warrants and covenants that if any Swap Contract shall at any time be in effect, (x) Guarantor has received and examined copies of each such Swap Contract, the observance and performance of which by Borrower is hereby guaranteed; (y) Guarantor will benefit from Administrative Agent’s and/or any Lender’s entering into each such Swap Contract and any transaction thereunder with Borrower, and Guarantor has determined that the execution and delivery by Guarantor of this Guaranty are necessary and convenient to the conduct, promotion and attainment of the business of Guarantor; and (z) Administrative Agent and Lenders have no duty to determine whether any Swap Contract, or any other transaction relating to or arising under any Swap Contract, will be or has been entered into by Borrower for purposes of hedging interest rate, currency exchange rate, or other risks arising in its businesses or affairs and not for purposes of speculation or is otherwise inappropriate for Borrower. Guarantor’s representations, warranties and covenants are a material inducement to Administrative Agent to enter into the other Loan Documents and any Swap Contract shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting Borrower, Guarantor, any other party, or any security for all or any part of the Guaranteed Obligations.

Representations, Warranties and Covenants of Guarantor. Until the Guaranteed Obligations are paid and performed in full and each and every term, covenant and condition of this Guaranty is fully performed, Guarantor hereby represents, warrants, and covenants that that: (a) Guarantor has a financial interest in the Other Borrower and will derive a material and substantial benefit, directly or indirectly, from the making of the Loan to Borrower and from the Other Borrowermaking of this Guaranty by Guarantor; (b) this Guaranty is duly authorized and valid, and is binding upon and enforceable against Guarantor; (c) Guarantor is not, and the execution, delivery and performance by Guarantor of this Guaranty will not cause Guarantor to be, in violation of or in default with respect to any law or in default (or at risk of acceleration of indebtedness) under any agreement or restriction by which Guarantor is bound or affected; (d) unless Guarantor is a natural person, Guarantor is duly organized, validly existing, and in good standing under the Guarantor will indemnify the Lender from any loss, cost or expense as a result of any representation or warranty laws of the Guarantor being false, incorrect, incomplete or misleading in any material respectstate of its organization and has full power and authority to enter into and perform this Guaranty; (e) except as previously disclosed to Lender in writing, there is no litigation pending or, to the knowledge of Guarantor, threatened by or before or by any tribunal against or affecting Guarantor which, if adversely determined, would materially affect the ability of Guarantor to perform its obligations hereunderGuarantor; (f) all financial statements and information heretofore furnished to Lender by Guarantor do, and all financial statements and information hereafter furnished to Lender by Guarantor will, fully and accurately accurately, in all material aspects, present the condition (financial or otherwise) of Guarantor as of their dates and the results of Guarantor's ’s operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to Lender, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to Lender, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (g) after giving effect to this Guaranty, Guarantor is solvent, is not engaged or about to engage in business or a transaction for which the property of Guarantor is an unreasonably small capital, and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; and (h) Lender has no duty at any time to investigate or inform Guarantor of the financial or business condition or affairs of the Other Borrower or any change therein, and Guarantor will keep fully appraised of the Other Borrower' financial and business condition; (i) Guarantor acknowledges and agrees that Guarantor may be required to pay and perform the Guaranteed Obligations in full without assistance or support from the Other Borrower or any other party; (j) Intentionally deleted; and (k) Guarantor has read and fully understands the provisions contained in the Note, the Loan Agreement and the other Loan Documents. No Loan Documents or other document, certificate or statement (including, without limitation, any financial statements provided to Lender by Guarantor's ) furnished to Lender by or on behalf of Guarantor contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein and therein not misleading. Guarantor acknowledges that all such statements, representations and warranties shall be deemed to have been relied upon by Lender as an inducement to make the Loan to Borrower. Guarantor’s representations, warranties and covenants are a material inducement to Lender to make the Loan and enter into the other Loan Documents, and Documents shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting the Other Borrower, Guarantor, any other party, or any security for all or any part of the Guaranteed Obligations.. Initial(s)

Representations, Warranties and Covenants of Guarantor. In order to induce NYSERDA to enter into the purchase of ORECs pursuant to the Agreement, Guarantor hereby represents, warrants, warrants and covenants that that: (a) Guarantor has (i) is a financial interest duly organized and validly existing corporation, partnership, or limited liability company, as the case may be, in good standing under the Other Borrower and will derive a material and substantial benefit, directly or indirectly, from the making laws of the Loan jurisdiction of its organization and (ii) has the corporate, trust, partnership or limited liability company power and authority, as the case may be, to own its property and assets and to transact the Other Borrower; business in which it is engaged and presently proposes to engage; (b) Guarantor has the corporate, trust, partnership or limited liability company power and authority, as the case may be, to execute, deliver and perform the terms and provisions of this Guaranty is duly authorized and validhas taken all necessary corporate, and is binding upon and enforceable against Guarantor; (c) Guarantor is nottrust, and partnership or limited liability company action, as the case may be, to authorize the execution, delivery and performance by it of this Guaranty; (c) Guarantor has duly executed and delivered this Guaranty, and this Guaranty constitutes the legal, valid and binding obligation of such Guarantor enforceable in accordance with its terms; (d) neither the execution, delivery or performance by Guarantor of this Guaranty Guaranty, nor compliance by it with the terms and provisions hereof, will not cause Guarantor to be(i) contravene any provision of any applicable law, statute, rule or regulation or any applicable order, writ, injunction or decree of any court or governmental instrumentality or (ii) conflict with, violate or result in violation any breach of any of the terms, covenants, conditions or in provisions of, or constitute a default with respect to any law or in default (or at risk of acceleration of indebtedness) under any agreement agreement, contract or restriction by instrument to which Guarantor is bound a party, except where non-compliance would not reasonably be expected to have a material adverse effect upon the legality, validity, binding effect or affectedenforceability against Guarantor of this Guaranty; (d) the Guarantor will indemnify the Lender from any loss, cost or expense as a result of any representation or warranty of the Guarantor being false, incorrect, incomplete or misleading in any material respect; and (e) there is no litigation pending ororder, consent, approval, license, authorization or validation of, or filing, recording or registration with (except as have been obtained or made prior to the knowledge date when required and which remain in full force and effect), or exemption by, any governmental or public body or authority, or any subdivision thereof, is required to authorize, or is required in connection with, (i) the execution, delivery and performance of Guarantorthis Guaranty by such Guarantor or (ii) the legality, threatened before validity, binding effect or by any tribunal against or affecting Guarantor which, if adversely determined, would materially affect the ability enforceability of Guarantor to perform its obligations hereunder; (f) all financial statements and information heretofore furnished to Lender by Guarantor do, and all financial statements and information hereafter furnished to Lender by Guarantor will, fully and accurately present the condition (financial or otherwise) of Guarantor as of their dates and the results of Guarantor's operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to Lender, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to Lender, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (g) after giving effect to this Guaranty, Guarantor is solventin each case, and does except where non-compliance would not intend reasonably be expected to incur have a material adverse effect upon the legality, validity, binding effect or believe that it will incur debts that will be beyond its ability to pay as such debts mature; (h) Lender has no duty at any time to investigate or inform enforceability against Guarantor of the financial or business condition or affairs of the Other Borrower or any change therein, and Guarantor will keep fully appraised of the Other Borrower' financial and business condition; (i) Guarantor acknowledges and agrees that Guarantor may be required to pay and perform the Guaranteed Obligations in full without assistance or support from the Other Borrower or any other party; (j) Intentionally deleted; and (k) Guarantor has read and fully understands the provisions contained in the Loan Documents. Guarantor's representations, warranties and covenants are a material inducement to Lender to make the Loan and enter into the Loan Documents, and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting the Other Borrower, Guarantor, any other party, or any security for all or any part of the Guaranteed Obligationsthis Guaranty.

Representations, Warranties and Covenants of Guarantor. Until the Guaranteed Obligations are paid and performed in full and each and every term, covenant and condition of this Guaranty is fully performed, Guarantor hereby represents, warrants, and covenants that that: (a) Guarantor has a financial interest interest, directly or indirectly, in each of the Other Borrower Borrowers and will derive a material and substantial benefit, directly or indirectly, from the making of the Loan to Borrower and from the Other Borrowermaking of this Guaranty by Guarantor; (b) this Guaranty is duly authorized and valid, and is binding upon and enforceable against Guarantor, subject to principles of equity and bankruptcy, insolvency and other laws generally affecting creditor’s rights and enforcement of debtors’ obligations; (c) Guarantor is not, and the execution, delivery and performance by Guarantor of this Guaranty will not cause Guarantor (i) to Guarantor’s knowledge, to be, in violation of or in default with respect to any law or (ii) in default (or at risk of acceleration of indebtedness) under any agreement or restriction by which Guarantor is bound or affected; (d) unless Guarantor is a natural person, Guarantor is duly organized, validly existing, and in good standing under the Guarantor will indemnify the Lender from any loss, cost or expense as a result of any representation or warranty laws of the Guarantor being false, incorrect, incomplete or misleading in any material respectstate of its organization and has full power and authority to enter into and perform this Guaranty; (e) there is no litigation pending or, to the knowledge of Guarantor, threatened by or before or by any tribunal against or affecting Guarantor which, if adversely determined, would materially affect the ability of Guarantor to perform its obligations hereunderexcept as set forth on Schedule 14(e) attached hereto and incorporated herein; (f) all financial statements and information heretofore furnished to Lender by Guarantor do, and all financial statements and information hereafter furnished to Lender by Guarantor will, fully and accurately present the condition (financial or otherwise) of Guarantor as of their dates and the results of Guarantor's ’s operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to Lender, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to Lender, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (g) after giving effect to this Guaranty, Guarantor is solvent, is not engaged or about to engage in business or a transaction for which the property of Guarantor is an unreasonably small capital, and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay pays as such debts mature; (h) Lender has no duty at any time to investigate or inform Guarantor of the financial or business condition or affairs of the Other Borrower or any change therein, and Guarantor will keep fully appraised of the Other Borrower' financial and business condition; (i) Guarantor acknowledges and agrees that Guarantor may be required to pay and perform the Guaranteed Obligations in full without assistance or support from the Other Borrower or any other party; (j) Intentionally deleted; and (k) Guarantor has read and fully understands the provisions contained in the Note, the Loan Agreement, the Mortgage, the Environmental Agreement and the other Loan Documents. Guarantor further represents, warrants and covenants that if any Swap Contract shall at any time be in effect, (x) Guarantor has received and examined copies of each such Swap Contract, the observance and performance of which by Borrowers is hereby guaranteed; (y) Guarantor will benefit from Lender’s entering into each such Swap Contract and any transaction thereunder with Borrowers, and Guarantor has determined that the execution and delivery by Guarantor of this Guaranty are necessary and convenient to the conduct, promotion and attainment of the business of Guarantor's ; and (z) Lender has no duty to determine whether any Swap Contract, or any other transaction relating to or arising under any Swap Contract, will be or has been entered into by Borrowers for purposes of hedging interest rate, currency exchange rate, or other risks arising in its businesses or affairs and not for purposes of speculation, or is otherwise inappropriate for Borrowers. Guarantor’s representations, warranties and covenants are a material inducement to Lender to make the Loan and enter into the other Loan Documents, Documents and any Swap Contract shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting the Other BorrowerBorrowers, Guarantor, any other party, or any security for all or any part of the Guaranteed Obligations.

Representations, Warranties and Covenants of Guarantor. Guarantor hereby represents, warrants, and covenants that (a) Guarantor has a financial interest in the Other Borrower and will derive a material and substantial benefit, directly or indirectly, from the making of the Loan to the Other Borrower; (b) this Guaranty is duly authorized and valid, and is binding upon and enforceable against Guarantor; (c) Guarantor is not, and the execution, delivery and performance by Guarantor of this Guaranty will not cause Guarantor to be, in violation of or in default with respect to any law or in default (or at risk of acceleration of indebtedness) under any agreement or restriction by which Guarantor is bound or affected; (d) the Guarantor will indemnify the Lender from any loss, cost or expense as a result of any representation or warranty of the Guarantor being false, incorrect, incomplete or misleading in any material respect; (e) there there, is no litigation pending or, to the knowledge of Guarantor, threatened before or by any tribunal against or affecting Guarantor which, if adversely determined, would materially affect the ability of Guarantor to perform its obligations hereunder; (f) all financial statements and information heretofore furnished to Lender by Guarantor do, and all financial statements and information hereafter furnished to Lender by Guarantor will, fully and accurately present the condition (financial or otherwise) of Guarantor as of their dates and the results of Guarantor's operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to Lender, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to Lender, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (g) after giving effect to this Guaranty, Guarantor is solvent, and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; (h) Lender has no duty at any time to investigate or inform Guarantor of the financial or business condition or affairs of the Other Borrower or any change therein, and Guarantor will keep fully appraised of the Other Borrower' financial and business condition; (i) Guarantor acknowledges and agrees that Guarantor may be required to pay and perform the Guaranteed Obligations in full without assistance or support from the Other Borrower or any other party; (j) Intentionally deleted; and (k) Guarantor has read and fully understands the provisions contained in the Loan Documents. Guarantor's representations, warranties and covenants are a material inducement to Lender to make the Loan and enter into the Loan Documents, and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting the Other Borrower, Guarantor, any other party, or any security for all or any part of the Guaranteed Obligations.

Representations, Warranties and Covenants of Guarantor. Guarantor hereby represents, warrants, warrants and covenants that to the Lenders as follows: (a) Guarantor is a corporation duly incorporated, validly existing and in good standing under the laws of the State of __________ and has the requisite corporate power to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. Guarantor is duly qualified as a financial interest foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except for any jurisdiction(s) (alone or in the Other Borrower and aggregate) in which the failure to be so qualified will derive not have a material and substantial benefit, directly or indirectly, from the making of the Loan to the Other Borrower; Material Adverse Effect. (b) Guarantor has the requisite corporate power and authority to enter into and perform this Guaranty, and each other agreement and document contemplated hereby. The execution, delivery and performance of this Guaranty is by Guarantor and the consummation by it of the transactions contemplated hereby have been duly and validly authorized and validby all necessary corporate action, and no further consent or authorization of Guarantor, its Board of Directors or its stockholders is required. This Guaranty has been duly executed and delivered by Guarantor, and constitutes a valid and binding upon and obligation of Guarantor enforceable against Guarantor; Guarantor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor's rights and remedies or by other equitable principles of general application. (c) Guarantor is notnot insolvent, and Guarantor will not be rendered insolvent by execution of this Guaranty or any other Transaction Document to which Guarantor is a party or by the execution, delivery consummation of the transactions contemplated hereby or thereby. (d) The consummation of the transactions contemplated hereby and the performance by Guarantor of its obligations under this Guaranty or any other Transaction Document to which Guarantor is a party will not cause Guarantor result in any breach of, give rise to bea lien under, in violation or constitute a default under, any mortgage, deed of trust, lease, bank loan or in default with respect to credit agreement, any law or in default (or at risk of acceleration of indebtedness) under any operating agreement, partnership agreement, corporate charter, by-laws, shareholder agreement or restriction other agreement or instrument to which Guarantor is a party or by which Guarantor is or its properties or assets may be bound or affected; (d) the Guarantor will indemnify the Lender from any loss, cost or expense as a result of any representation or warranty of the Guarantor being false, incorrect, incomplete or misleading in any material respect; . (e) Except as disclosed in writing to the Lenders, there is are no litigation pending actions, suits or proceedings pending, or, to the knowledge of Guarantor, threatened against or affecting Guarantor, at law or in equity, before or by any tribunal against governmental authority, and Guarantor is not subject to, in default of or affecting Guarantor whichin violation with respect to any order, if writ, injunction, decree or demand of any court or any governmental authority that could materially adversely determined, would materially affect the ability of Guarantor to perform its Guarantor's obligations hereunder; . (f) all financial statements and information heretofore furnished Guarantor is deriving or expects to Lender by Guarantor do, and all financial statements and information hereafter furnished to Lender by Guarantor will, fully and accurately present the condition (derive a financial or otherwise) of Guarantor as of their dates other advantage from each and every obligation incurred by the results of Guarantor's operations for Borrower to the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to Lender, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to Lender, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; Lenders. (g) after giving effect to this Guaranty, Guarantor is solventhereby acknowledges receipt of copies of, and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; hereby approves, the Purchase Agreement and the other Transaction Documents. (h) Lender has no duty at any time to investigate or inform Guarantor of the financial or business condition or affairs of the Other Borrower or any change therein, and Guarantor will keep fully appraised of the Other Borrower' financial and business condition; (i) Guarantor acknowledges and agrees that the Lenders may apply any payments (other than payments made by Guarantor hereunder) or recoveries received after a default under any of the Transaction Documents to principal, interest, fees, expenses and other sums due with respect to the Loans in such order as may be required to pay and perform the Guaranteed Obligations in full without assistance or support from the Other Borrower or any other party; (j) Intentionally deleted; and (k) Guarantor has read and fully understands the provisions contained provided in the Loan Documents. Guarantor's representationsPurchase Agreement or the other Transaction Documents or, warranties and covenants are a material inducement to Lender to make the Loan and enter into extent not so provided, in such order as the Loan DocumentsLenders, and shall survive the execution hereof and any bankruptcyin their sole discretion, foreclosure, transfer of security or other event affecting the Other Borrower, Guarantor, any other party, or any security for all or any part of the Guaranteed Obligationsmay elect.

Representations, Warranties and Covenants of Guarantor. Guarantor hereby represents, warrants, and covenants that that: (a) Guarantor has a financial interest in the Other Borrower and will derive a material and substantial benefit, directly or indirectly, from the making of the Loan to Borrower and from the Other Borrower; making of this Guaranty by Guarantor; (b) this Guaranty is duly authorized and valid, and is binding upon and enforceable against Guarantor; ; (c) Guarantor is not, and the execution, delivery and performance by Guarantor of this Guaranty will not cause Guarantor to be, in violation of or in default with respect to any law or in default (or at risk of acceleration of indebtedness) under any agreement or restriction by which Guarantor is bound or affected; ; (d) the Guarantor will indemnify the Lender from any loss, cost or expense as a result of any representation or warranty of the Guarantor being false, incorrect, incomplete or misleading in any material respect; ; (e) there is no litigation pending or, to the knowledge of Guarantor, threatened before or by any tribunal against or affecting Guarantor which, if adversely determined, which would materially affect the have a material adverse impact on Guarantor’s ability of Guarantor to pay and perform its obligations hereunder; under this Guaranty; (f) all financial statements and information heretofore furnished to Lender by Guarantor do, and all financial statements and information hereafter furnished to Lender by Guarantor will, fully and accurately present the condition (financial or otherwise) of Guarantor as of their dates and the results of Guarantor's operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to Lender, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to Lender, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (g) after giving effect to this Guaranty, Guarantor is solvent, is not engaged or about to engage in business or a transaction for which the property of Guarantor is an unreasonably small capital, and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; ; (hg) Lender has no duty at any time to investigate or inform Guarantor of the financial or business condition or affairs of the Other Borrower or any change therein, and Guarantor will keep fully appraised apprised of the Other Borrower' ’s financial and business condition; ; (ih) Guarantor acknowledges and agrees that Guarantor may be required to pay and perform the Guaranteed Obligations in full without assistance or support from the Other Borrower or any other partyperson or entity; and (j) Intentionally deleted; and (ki) Guarantor has read and fully understands the provisions contained in the Note and the other Loan DocumentsDocuments and is satisfied with the same in all respects. Guarantor's ’s representations, warranties and covenants are a material inducement to Lender to make the Loan and enter into the other Loan Documents, Documents and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting the Other Borrower, Guarantor, any other party, or any security for all or any part of the Guaranteed Obligations.

Representations, Warranties and Covenants of Guarantor. Until the Guaranteed Obligations are paid and performed in full and each and every term, covenant and condition of this Guaranty is fully performed, Guarantor hereby represents, warrants, and covenants that that: (a) Guarantor has a financial interest in the Other Borrower and will derive a material and substantial benefit, directly or indirectly, from the making of the Loan to Borrower and from the Other Borrowermaking of this Guaranty by Guarantor; (b) this Guaranty is duly authorized and valid, and is binding upon and enforceable against Guarantor; (c) Guarantor is not, and the execution, delivery and performance by Guarantor of this Guaranty will not cause Guarantor to be, in violation of or in default with respect to any law or in default (or at risk of acceleration of indebtedness) under any agreement or restriction by which Guarantor is bound or affected; (d) unless Guarantor is a natural person, Guarantor is duly organized, validly existing, and in good standing under the Guarantor will indemnify the Lender from any loss, cost or expense as a result of any representation or warranty laws of the Guarantor being false, incorrect, incomplete or misleading in any material respectstate of its organization and has full power and authority to enter into and perform this Guaranty; (e) there is are no litigation actions, suits or proceedings pending or, to the knowledge of against or affecting Guarantor, threatened at law, in equity or before or by any tribunal against governmental authorities except actions, suits or affecting Guarantor whichproceedings which are fully covered by insurance or would, if adversely determined, would materially affect the ability not be likely to have a material adverse effect on Guarantor’s business or financial condition and Guarantor is not in material default with respect to any order, writ, injunction, decree or demand of Guarantor to perform its obligations hereunderany court or governmental authorities; (f) all financial statements and information heretofore furnished to Lender by Guarantor do, and all financial statements and information hereafter furnished to Lender by Guarantor will, fully and accurately present the condition (financial or otherwise) of Guarantor as of their dates and the results of Guarantor's ’s operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to Lender, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to Lender, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (g) after giving effect to this Guaranty, Guarantor is solvent, is not engaged or about to engage in business or a transaction for which the property of Guarantor is an unreasonably small capital, and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; (h) Lender has no duty at any time to investigate or inform Guarantor of the financial or business condition or affairs of the Other Borrower or any change therein, and Guarantor will keep fully appraised of the Other Borrower' financial and business condition; (i) Guarantor acknowledges and agrees that Guarantor may be required to pay and perform the Guaranteed Obligations in full without assistance or support from the Other Borrower or any other party; (j) Intentionally deleted; and (k) Guarantor has read and fully understands the provisions contained in the Loan Documents. Guarantor's representations, warranties and covenants are a material inducement to Lender to make the Loan and enter into the Loan Documents, and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting the Other Borrower, Guarantor, any other party, or any security for all or any part of the Guaranteed Obligations.

Representations, Warranties and Covenants of Guarantor. Guarantor hereby represents, warrants, and covenants to Administrative Agent and the other Lenders that (a) Guarantor has a financial interest in the Other is owned, wholly and indirectly, by Borrower and Guarantor will derive a material and substantial benefit, directly or indirectly, from the making of the Loan to Borrower and from the Other Borrowermaking of this Guaranty by Guarantor; (b) this Guaranty is duly authorized and valid, and is binding upon and enforceable against Guarantor; (c) Guarantor is not, and the execution, delivery and performance by Guarantor of this Guaranty will not cause Guarantor to be, in violation of or in default with respect to any law or in default (or at risk of subject to acceleration of indebtedness) under any agreement or restriction by which Guarantor is bound or affected; (d) Guarantor is duly organized, validly existing, and in good standing under the Guarantor will indemnify the Lender from any loss, cost or expense as a result of any representation or warranty laws of the Guarantor being false, incorrect, incomplete or misleading in any material respectstate of its organization and has full limited liability company power and authority to enter into and perform this Guaranty; (e) there is no litigation pending or, to the knowledge of Guarantor, threatened before or by any tribunal against or affecting Guarantor which, if adversely determined, would materially affect the ability of Guarantor that is reasonably likely to perform its obligations hereunderhave a Material Adverse Effect; (f) all financial statements and information heretofore furnished to Lender Administrative Agent by Guarantor do, and all financial statements and information hereafter furnished to Lender Administrative Agent by Guarantor will, fully and accurately present present, in all material respects, the financial condition (financial or otherwise) of Guarantor as of their dates and the results of Guarantor's operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to LenderAdministrative Agent, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to LenderAdministrative Agent, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (g) after giving effect to this Guaranty, Guarantor is solvent, is not engaged or about to engage in business or a transaction for which the property of Guarantor is an unreasonably small capital, and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; (h) Lender has Lenders have no duty at any time to investigate or inform Guarantor of the financial or business condition or affairs of the Other Borrower or any change therein, and Guarantor will keep fully appraised apprised of the Other Borrower' 's financial and business condition; (i) Guarantor acknowledges and agrees that Guarantor may be required to pay and perform the Guaranteed Obligations in full without assistance or support from the Other Borrower or any other party; (j) Intentionally deletedPerson; and (kj) Guarantor has read and fully understands the provisions contained in the Note, the Credit Agreement, the Mortgage, and the other Loan Documents. Guarantor's representations, warranties and covenants are a material inducement to Lender Lenders to make the Loan and enter into the other Loan Documents, Documents and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting the Other Borrower, Guarantor, any other party, or any security for all or any part of the Guaranteed Obligations.. GUARANTY AGREEMENT - Page 10 ------------------