Common use of Guaranty of Payment and Performance of Obligations Clause in Contracts

Guaranty of Payment and Performance of Obligations. For value received and hereby acknowledged and as an inducement to (hereinafter referred to as the "Lessor") to: (a) enter into that certain lease transaction with ____________, (hereinafter referred to as the "Lessee"), relating to the personal care home to be known as "_________________________", located in _____________________________ (hereinafter referred to as the "Facility"), pursuant to the Facility Lease Agreement of even date herewith by and between the Lessor and the Lessee (hereinafter referred to as the "Lease"), and (b) enter into or accept the other Lease Documents (as defined in the Lease) and make future loans, advances and extensions of credit to, for the account of or on behalf of the Lessee, the undersigned, BALANCED CARE CORPORATION, a Delaware corporation, having its principal place of business at 5021 Xxxxxx Xxxxx, Suite 200, Mechanicsburg, Pennsylvania 17055 (the "Guarantor"), being the sole shareholder of the Lessee and, as such, deriving a substantial benefit from the consummation of the transaction evidenced by the Lease Documents, hereby unconditionally guarantees to the Lessor the full payment and performance of the Lease Obligations (as defined in the Lease). This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of the Lease Obligations and not merely of their collectibility and is in no way conditioned upon any requirement that the Lessor first collect or attempt to collect the Lease Obligations or any portion thereof from the Lessee or from any endorser, surety or other guarantor of any of the same or resort to any security or other means of obtaining payment of any of the Lease Obligations that the Lessor now has or may acquire after the date hereof, or upon any other contingency whatsoever. Upon any Lease Default (as defined in the Lease), the Lease Obligations and all liabilities and obligations of the Guarantor to the Lessor, hereunder or otherwise, shall, at the option of the Lessor, become immediately due and payable to the Lessor without further demand or notice of any nature, all of which are expressly waived by the Guarantor. Payments by the Guarantor hereunder may be required by the Lessor on any number of occasions. This Guaranty shall continue in full force and effect until the complete payment and performance of all of the Lease Obligations. All payments hereunder received by the Lessor shall be applied by the Lessor, without any marshalling of assets, towards the payment and/or performance of the Lease Obligations and any other indebtedness of the Guarantor hereunder in such order as the Lessor, in its sole and absolute discretion, may determine.

Guaranty of Payment and Performance of Obligations. For value received and hereby acknowledged and as an inducement to (hereinafter referred to as In consideration of extensions or continuations of credit or other financial facilities or accommodations, including specifically, but not limited to, the "Lessor") to: (a) enter into that Obligations under a certain lease transaction with ____________, (hereinafter referred to as the "Lessee"), relating to the personal care home to be known as "_________________________", located in _____________________________ (hereinafter referred to as the "Facility"), pursuant to the Facility Lease Loan Agreement of even date herewith between the Lender and the Borrower, by and between between, the Lessor MASSACHUSETTS DEVELOPMENT FINANCE AGENCY, a body corporate and politic created under and acting pursuant to the Lessee (hereinafter referred to authority derived from Chapter 23G of the Massachusetts General Laws, as the "Lease")amended, and having a principal place of business at 100 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (bthe “Lender”) enter into or accept the other Lease Documents (as defined in the Lease) and make future loans, advances and extensions of credit to, for the account of or on behalf of the Lessee, the undersigned, BALANCED CARE to ADVANCED MICROSENSORS CORPORATION, a New York corporation with a principal place of business at 300 Xxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxxx 00000 (the “Borrower”), PLURES TECHNOLOGIES, INC., a Delaware corporation, having corporation with its principal place of business at 5021 Xxxxxx 4000 Xxxx Xxxx Xxxxx, Suite 200Xxxxxxxxxxx, Mechanicsburg, Pennsylvania 17055 XX (the "“Guarantor"), being the sole shareholder of the Lessee and, as such, deriving a substantial benefit from the consummation of the transaction evidenced by the Lease Documents, ”) hereby unconditionally guarantees to the Lessor Lender that: (a) the full payment Borrower will duly and performance punctually pay and perform, at the place specified therefor, or if no place is specified, at the Lender’s office in Boston, Massachusetts, all indebtedness, obligations, undertakings and liabilities, direct or indirect, matured or unmatured, primary or secondary, certain or contingent, joint or several, of the Lease Obligations Borrower to the Lender now or hereafter owing or incurred (as defined including without limitation costs, expenses and attorneys’ fees incurred by the Lender in attempting to collect or enforce any of the Leaseforegoing) which are chargeable to the Borrower either by law or under the terms of the Lender’s arrangements with the Borrower, accrued in each case to the date of payment hereunder (collectively the “Obligations” and individually an “Obligation”); and (b) if there is an agreement evidencing or executed and delivered in connection with any Obligation, the Borrower will perform in all other respects strictly in accordance with the terms thereof. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance by the Borrower of the Lease Obligations and not merely of their collectibility collectability only and is in no way conditioned upon any requirement that the Lessor Lender first collect or attempt to collect the Lease Obligations or any portion thereof from the Lessee or from any endorser, surety or other guarantor of any of the same Obligations from the Borrower or resort to any security or other means of obtaining payment of any of the Lease Obligations that which the Lessor Lender now has or may acquire after the date hereof, or upon any other contingency whatsoever. Upon any Lease Default (as defined default by the Borrower in the Lease)full and punctual payment and performance of the Obligations, the Lease Obligations and all liabilities and obligations of the Guarantor to the Lessor, hereunder or otherwise, shall, shall at the option of the LessorLender, become immediately forthwith due and payable to the Lessor Lender without further demand or notice of any nature, all of which are expressly waived by the Guarantor. Payments by the Guarantor hereunder may be required by the Lessor Lender on any number of occasions. This Guaranty shall continue in full force and effect until the complete payment and performance of all of the Lease Obligations. All payments hereunder received by the Lessor shall be applied by the Lessor, without any marshalling of assets, towards the payment and/or performance of the Lease Obligations and any other indebtedness of the Guarantor hereunder in such order as the Lessor, in its sole and absolute discretion, may determine.

Guaranty of Payment and Performance of Obligations. For value received Each Guarantor, jointly and severally with each other Guarantor, absolutely, unconditionally and irrevocably guarantees the full and prompt payment in Dollars when due (whether at maturity, a stated prepayment date or earlier by reason of acceleration or otherwise) and at all times thereafter, and the due and punctual performance, of all of the indebtedness, obligations and liabilities existing on the date hereof or arising from time to time hereafter, whether direct or indirect, joint or several, actual, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising by contract, operation of law or otherwise, of the Company to any Beneficiary under or in respect of the Note Agreement, the Notes, the other Transaction Documents or any other agreements, documents, certificates and instruments now or hereafter executed or delivered by the Company, any Guarantor or any other guarantor in connection with the Note Agreement, including, without limitation, the principal of and interest (including, without limitation, interest accruing before, during or after any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding, and, if interest ceases to accrue by operation of law by reason of any such proceeding, interest which otherwise would have accrued in the absence of such proceeding, whether or not allowed as a claim in such proceeding) on the Notes and any Make Whole Amount with respect to any of the Notes (collectively, the “Guarantied Obligations”). Notwithstanding the foregoing, the aggregate amount of any Guarantor’s liability under this Guaranty shall not exceed the maximum amount that such Guarantor can guaranty without violating, or causing this Guaranty or such Guarantor’s obligations under this Guaranty to be void, voidable or otherwise unenforceable under, any fraudulent conveyance or fraudulent transfer law, including Section 548(a)(2) of the Bankruptcy Code. Each Guarantor hereby acknowledged agrees to pay and as an inducement to indemnify and save each Beneficiary harmless from and against any damage, loss, cost or expense (hereinafter referred including reasonable attorneys’ fees and expenses) which such Beneficiary may incur or be subject to as a consequence, direct or indirect, of endeavoring to enforce this Guaranty or to collect all or any part of the "Lessor") to: (a) enter into that certain lease transaction with ____________Guarantied Obligations from, (hereinafter referred to as or in pursuing any action against, any other Guarantor or enforcing any rights of any Beneficiary in any security for the "Lessee"), relating to Guarantied Obligations or the personal care home to be known as "_________________________", located in _____________________________ (hereinafter referred to as the "Facility"), pursuant to the Facility Lease Agreement liabilities of even date herewith by and between the Lessor and the Lessee (hereinafter referred to as the "Lease")any Guarantor hereunder, and (b) enter into any taxes, fees or accept the other Lease Documents (as defined penalties which may be paid or payable in the Lease) and make future loans, advances and extensions connection therewith. This is a continuing guaranty of credit to, for the account of or on behalf of the Lessee, the undersigned, BALANCED CARE CORPORATION, a Delaware corporation, having its principal place of business at 5021 Xxxxxx Xxxxx, Suite 200, Mechanicsburg, Pennsylvania 17055 (the "Guarantor"), being the sole shareholder of the Lessee and, as such, deriving a substantial benefit from the consummation of the transaction evidenced by the Lease Documents, hereby unconditionally guarantees to the Lessor the full payment and performance and not of collection. Notwithstanding any provision of this Guaranty, all covenants, obligations, waivers and agreements of the Lease Guarantors under this Guaranty shall be joint and several. Upon an Event of Default and while such Event of Default is continuing, any Beneficiary may, at its sole election and without notice, proceed directly and at once against any Guarantor to seek and enforce performance of, and to collect and recover, the Guarantied Obligations, or any portion thereof, without first proceeding against the Company, any other Guarantor, any other guarantor of the Guarantied Obligations (as defined in or any other Person or any security for the Lease)Guarantied Obligations or for the liability of any such other Person or the Guarantors hereunder. Each Beneficiary shall have the exclusive right to determine the application of payments and credits, if any, from any Guarantor, the Company or from any other Person on account of the Guarantied Obligations or otherwise. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of the Lease Obligations and not merely of their collectibility and is in no way conditioned upon any requirement that the Lessor first collect or attempt to collect the Lease Obligations or any portion thereof from the Lessee or from any endorser, surety or other guarantor of any of the same or resort to any security or other means of obtaining payment of any of the Lease Obligations that the Lessor now has or may acquire after the date hereof, or upon any other contingency whatsoever. Upon any Lease Default (as defined in the Lease), the Lease Obligations and all liabilities covenants and obligations agreements of the each Guarantor to the Lessor, hereunder or otherwise, shall, at the option of the Lessor, become immediately due and payable to the Lessor without further demand or notice of any nature, all of which are expressly waived by the Guarantor. Payments by the Guarantor hereunder may be required by the Lessor on any number of occasions. This Guaranty contained herein shall continue in full force and effect and shall not be discharged until the complete payment and performance of such a time as all of the Lease Obligations. All payments hereunder received by the Lessor Guarantied Obligations shall be applied by indefeasibly paid in full in cash and the Lessor, without any marshalling of assets, towards the payment and/or performance of the Lease Obligations and any other indebtedness of the Guarantor hereunder in such order as the Lessor, in its sole and absolute discretion, may determineNote Agreement shall have been terminated.

Guaranty of Payment and Performance of Obligations. For value received In consideration of the Lenders’ extending credit or otherwise in their discretion giving time, financial or banking facilities or accommodations to the Borrower, Xxxxxxx Commercial Properties REIT, a Maryland real estate investment trust, Xxxxxxx REIT Operating Partnership III GP LLC, a Texas limited liability company and hereby acknowledged and as an inducement to Xxxxxxx REIT Operating Partnership III LP LTD, a Texas limited partnerhip (hereinafter referred to as collectively, the "Lessor") to: (a) enter into that certain lease transaction with ____________, (hereinafter referred to as the "Lessee"“Guarantor”), relating to the personal care home to be known as "_________________________", located in _____________________________ (hereinafter referred to as the "Facility"), pursuant to the Facility Lease Agreement of even date herewith by hereby absolutely and between the Lessor and the Lessee (hereinafter referred to as the "Lease"), and (b) enter into or accept the other Lease Documents (as defined in the Lease) and make future loans, advances and extensions of credit to, for the account of or on behalf of the Lessee, the undersigned, BALANCED CARE CORPORATION, a Delaware corporation, having its principal place of business at 5021 Xxxxxx Xxxxx, Suite 200, Mechanicsburg, Pennsylvania 17055 (the "Guarantor"), being the sole shareholder of the Lessee and, as such, deriving a substantial benefit from the consummation of the transaction evidenced by the Lease Documents, hereby unconditionally guarantees to the Lessor Agent and each Lender that the full payment Borrower will duly and performance of punctually pay or perform, at the Lease place specified therefor, or if no place is specified, at the Agent’s Head Office, (i) all Obligations (as defined in the LeaseLoan Agreement); and (ii) without limitation of the foregoing, all fees, costs and expenses incurred by the Agent or the Lenders in attempting to collect or enforce any of the foregoing, accrued in each case to the date of payment hereunder (collectively, the “Obligations” and individually an “Obligation”). This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance by the Borrower of the Lease Obligations and not merely of their collectibility only and is in no way conditioned upon any requirement that any Lender or the Lessor Agent first collect or attempt to collect the Lease Obligations or any portion thereof from the Lessee or from any endorser, surety or other guarantor of any of the same Obligations from the Borrower or resort to any security or other means of obtaining payment of any of the Lease Obligations that which any Lender or the Lessor Agent now has or may acquire after the date hereof, hereof or upon any other contingency whatsoever. Upon any Lease Event of Default under (or as defined in in) the Lease)Loan Agreement, the Lease Obligations and all liabilities and obligations of the Guarantor to the Lessor, hereunder or otherwise, shall, at the option of the LessorAgent, become immediately forthwith due and payable to the Lessor Agent and to the Lender or Lenders owed the same without further demand or notice of any nature, all of which are expressly waived by the Guarantor. Payments by the Guarantor hereunder may be required by any Lender or the Lessor Agent on any number of occasions. This Guaranty shall continue in full force and effect until the complete payment and performance of all of the Lease Obligations. All payments hereunder received by the Lessor shall be applied by the Lessor, without any marshalling of assets, towards the payment and/or performance of the Lease Obligations and any other indebtedness of the Guarantor hereunder in such order as the Lessor, in its sole and absolute discretion, may determine.

Guaranty of Payment and Performance of Obligations. For value received and hereby acknowledged and as an inducement to (hereinafter referred to as In consideration of the "Lessor") to: (a) enter into that certain lease transaction with ____________Lender’s extending credit or otherwise in its discretion giving time, (hereinafter referred to as the "Lessee"), relating or extending credit or accommodations to the personal care home to be known as "_________________________", located in _____________________________ (hereinafter referred to as the "Facility"), pursuant Borrower and subject to the Facility Lease Agreement of even date herewith by and between the Lessor and the Lessee (hereinafter referred to as the "Lease"), and (b) enter into or accept the other Lease Documents (as defined limitations set forth in the Lease) and make future loans, advances and extensions of credit to, for the account of or on behalf of the LesseeSection 2 hereof, the undersigned, BALANCED CARE CORPORATION, a Delaware corporation, having its principal place of business at 5021 Xxxxxx Xxxxx, Suite 200, Mechanicsburg, Pennsylvania 17055 (the "Guarantor"), being the sole shareholder of the Lessee and, as such, deriving a substantial benefit from the consummation of the transaction evidenced by the Lease Documents, Guarantor hereby unconditionally guarantees to the Lessor Lender that Xxxxxxxxxx, pursuant to the full payment Xxxxxxxxxx Guaranty, will duly and performance punctually pay or perform, at the place specified therefor, or if no place is specified, at the address set forth above, all indebtedness, obligations and liabilities, direct or indirect, matured or unmatured, primary or secondary, certain or contingent, of Xxxxxxxxxx pursuant to the Xxxxxxxxxx Guaranty to the Lender now or hereafter owing or incurred (including without limitation costs and expenses incurred by the Lender in attempting to collect or enforce any of the Lease Obligations foregoing) which are chargeable to Xxxxxxxxxx either by law or under the terms of the Lender’s arrangements with Xxxxxxxxxx, accrued in each case to the date of payment hereunder (as defined in collectively the Lease“Obligations” and individually an “Obligation”). This Subject to the limitations set forth in Section 2 hereof, this Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance by Xxxxxxxxxx pursuant to the Xxxxxxxxxx Guaranty of the Lease Obligations and not merely of their collectibility and is in no way conditioned upon any requirement that the Lessor first collect or attempt to collect the Lease Obligations or any portion thereof from the Lessee or from any endorser, surety or other guarantor of any of the same or resort to any security or other means of obtaining payment of any of the Lease Obligations that the Lessor now has or may acquire after the date hereof, or upon any other contingency whatsoevercollectability only. Upon any Lease Default (as defined default by Xxxxxxxxxx pursuant to the Xxxxxxxxxx Guaranty in the Lease)full and punctual payment and performance of the Obligations, the Lease Obligations and all liabilities and obligations of the Guarantor to the Lessor, hereunder or otherwise, shall, at the option of the LessorLender, become immediately forthwith due and payable to the Lessor Lender without further demand or notice of any nature, all of which are expressly waived by the Guarantor. Payments Subject to the limitations set forth in Section 2 hereof, payments by the Guarantor hereunder may be required by the Lessor Lender on any number of occasions. This Guaranty shall continue in full force and effect until the complete payment and performance of all of the Lease Obligations. All payments hereunder received by the Lessor shall be applied by the Lessor, without any marshalling of assets, towards the payment and/or performance of the Lease Obligations and any other indebtedness of the Guarantor hereunder in such order as the Lessor, in its sole and absolute discretion, may determine.

Guaranty of Payment and Performance of Obligations. For value received Guarantors, jointly and severally, hereby acknowledged absolutely, irrevocably and as an inducement unconditionally guarantee to (hereinafter referred to as the "Lessor") to: (a) enter into that certain lease transaction with ____________, (hereinafter referred to as the "Lessee"), relating to the personal care home to be known as "_________________________", located in _____________________________ (hereinafter referred to as the "Facility"), pursuant to the Facility Lease Agreement of even date herewith by and between the Lessor and the Lessee (hereinafter referred to as the "Lease"), and (b) enter into or accept the other Lease Documents (as defined in the Lease) and make future loans, advances and extensions of credit to, Administrative Agent for the account of or on behalf ratable benefit of the LesseeBeneficiaries, the undersigned, BALANCED CARE CORPORATION, a Delaware corporation, having its principal place of business at 5021 Xxxxxx Xxxxx, Suite 200, Mechanicsburg, Pennsylvania 17055 (the "Guarantor"), being the sole shareholder of the Lessee and, as such, deriving a substantial benefit from the consummation of the transaction evidenced by the Lease Documents, hereby unconditionally guarantees to the Lessor the full payment and performance of the Lease Obligations (as defined in the Lease). This Guaranty is an absolute, unconditional and continuing guaranty of the full due and punctual payment and performance in full of the Lease Obligations when the same shall become due, whether at stated maturity, by required payment, declaration, demand or otherwise (including amounts that would become due but for the operation of any automatic stay under any applicable Debtor Relief Laws and all other obligations from time to time owing to such Beneficiaries or the Administrative Agent by Borrower under any Loan Document) (collectively the “Guaranteed Obligations” and individually a “Guaranteed Obligation”). Guarantors hereby jointly and severally agree, in furtherance of the foregoing and not merely in limitation of their collectibility and is any other right which any Beneficiary may have at Law or in no way conditioned equity against any Guarantor by virtue hereof, that upon any requirement that the Lessor first collect or attempt failure of Borrower to collect the Lease Obligations or any portion thereof from the Lessee or from any endorser, surety or other guarantor of pay any of the Guaranteed Obligations when and as the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or resort to any security or other means of obtaining payment otherwise (including amounts that would become due but for the operation of any automatic stay under any applicable Debtor Relief Laws), Guarantors will upon demand pay, or cause to be paid, in cash, to Administrative Agent for the ratable benefit of Beneficiaries, an amount equal to the sum of the Lease unpaid principal amount of all Guaranteed Obligations that then due as aforesaid, accrued and unpaid interest on such Guaranteed Obligations (including interest which, but for Borrower becoming the Lessor now has subject of a case under any applicable Debtor Relief Laws, would have accrued on such Guaranteed Obligations, whether or may acquire after the date hereof, or upon any other contingency whatsoever. Upon any Lease Default (as defined not a claim is allowed against Borrower for such interest in the Lease), the Lease Obligations related bankruptcy case) and all liabilities and obligations of the Guarantor other Guaranteed Obligations then owed to the Lessor, hereunder or otherwise, shall, at the option of the Lessor, become immediately due and payable to the Lessor without further demand or notice of any nature, all of which are expressly waived by the Guarantor. Payments by the Guarantor hereunder may be required by the Lessor on any number of occasions. This Guaranty shall continue in full force and effect until the complete payment and performance of all of the Lease Obligations. All payments hereunder received by the Lessor shall be applied by the Lessor, without any marshalling of assets, towards the payment and/or performance of the Lease Obligations and any other indebtedness of the Guarantor hereunder in such order Beneficiaries as the Lessor, in its sole and absolute discretion, may determineaforesaid.

Guaranty of Payment and Performance of Obligations. For value received Each Guarantor, jointly and hereby acknowledged severally with each other Guarantor, absolutely, unconditionally and as an inducement to irrevocably guarantees the full and prompt payment in United States currency when due (hereinafter referred to as the "Lessor"whether at maturity, a stated prepayment date or earlier by reason of acceleration or otherwise) to: (a) enter into that certain lease transaction with ____________and at all times thereafter, (hereinafter referred to as the "Lessee"), relating to the personal care home to be known as "_________________________", located in _____________________________ (hereinafter referred to as the "Facility"), pursuant to the Facility Lease Agreement of even date herewith by and between the Lessor and the Lessee (hereinafter referred due and punctual performance, of all of the indebtedness, obligations and liabilities existing on the date hereof or arising from time to as time hereafter, whether direct or indirect, joint or several, actual, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising by contract, operation of law or otherwise, of the "Lease")Company to any Holder under or in respect of the Note Agreement, and (b) enter into or accept the Notes, the other Lease Transaction Documents or any other agreements, documents, certificates and instruments now or hereafter executed or delivered by the Company, any Guarantor or any other guarantor in connection with the Note Agreement, including, without limitation, the principal of and interest (as defined including, without limitation, interest accruing before, during or after any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding, and, if interest ceases to accrue by operation of law by reason of any such proceeding, interest which otherwise would have accrued in the Leaseabsence of such proceeding, whether or not allowed as a claim in such proceeding) on the Notes and make future loans, advances and extensions of credit to, for the account of or on behalf any Yield-Maintenance Amount with respect to any of the LesseeNotes (collectively, the undersigned, BALANCED CARE CORPORATION, “Guarantied Obligations”). This is a Delaware corporation, having its principal place continuing guaranty of business at 5021 Xxxxxx Xxxxx, Suite 200, Mechanicsburg, Pennsylvania 17055 (the "Guarantor"), being the sole shareholder of the Lessee and, as such, deriving a substantial benefit from the consummation of the transaction evidenced by the Lease Documents, hereby unconditionally guarantees to the Lessor the full payment and performance and not of collection. Notwithstanding the foregoing, the aggregate amount of any Subsidiary Guarantor’s liability under this Guaranty shall not exceed the maximum amount that such Subsidiary Guarantor can guaranty without violating, or causing this Guaranty or such Subsidiary Guarantor’s obligations under this Guaranty to be void, voidable or otherwise rendered unenforceable under, any fraudulent conveyance or fraudulent transfer law, including Section 548(a)(2) of the Lease Bankruptcy Code. Each Guarantor hereby agrees to pay and to indemnify and save each Holder harmless from and against any damage, loss, cost or expense (including attorneys’ fees and expenses) which such Holder may incur or be subject to as a consequence of endeavoring to enforce this Guaranty or to collect all or any part of the Guarantied Obligations (as defined from, or in pursuing any action against the Lease)Company or any other Guarantor or enforcing any rights of any Holder in any security for the Guarantied Obligations or the liabilities of any Guarantor hereunder, including, without limitation the Collateral, and any taxes, fees or penalties which may be paid or payable in connection therewith. Notwithstanding any provision of this Guaranty, all covenants, obligations, waivers and agreements of the Guarantors under this Guaranty shall be joint and several. Upon an Event of Default, any Holder may, at its sole election and without notice, proceed directly and at once against any Guarantor to seek and enforce performance of, and to collect and recover, the Guarantied Obligations, or any portion thereof, without first proceeding against the Company, any other Guarantor, any other guarantor of the Guarantied Obligations or any other Person or the Collateral, or any other security for the Guarantied Obligations or for the liability of any such other Person or any Guarantor hereunder. Each Holder shall have the exclusive right to determine the application of payments and credits, if any, from any Guarantor, the Company or from any other Person on account of the Guarantied Obligations or otherwise. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of the Lease Obligations and not merely of their collectibility and is in no way conditioned upon any requirement that the Lessor first collect or attempt to collect the Lease Obligations or any portion thereof from the Lessee or from any endorser, surety or other guarantor of any of the same or resort to any security or other means of obtaining payment of any of the Lease Obligations that the Lessor now has or may acquire after the date hereof, or upon any other contingency whatsoever. Upon any Lease Default (as defined in the Lease), the Lease Obligations and all liabilities covenants and obligations agreements of the each Guarantor to the Lessor, hereunder or otherwise, shall, at the option of the Lessor, become immediately due and payable to the Lessor without further demand or notice of any nature, all of which are expressly waived by the Guarantor. Payments by the Guarantor hereunder may be required by the Lessor on any number of occasions. This Guaranty contained herein shall continue in full force and effect and shall not be discharged until the complete payment and performance of such a time as all of the Lease Obligations. All payments hereunder received by the Lessor Guarantied Obligations shall be applied by the Lessor, without any marshalling of assets, towards the payment and/or performance of the Lease Obligations and any other indebtedness of the Guarantor hereunder indefeasibly paid in such order as the Lessor, full in its sole and absolute discretion, may determinecash.

Guaranty of Payment and Performance of Obligations. For value received and hereby acknowledged and as an inducement to (hereinafter referred to as In consideration of the "Lessor") to: (a) enter into that certain lease transaction with ____________Lenders’ extending credit or otherwise in their discretion giving time, (hereinafter referred to as the "Lessee"), relating financial or banking facilities or accommodations to the personal care home to be known as "_________________________"Borrower, located in _____________________________ (hereinafter referred to as the "Facility"), pursuant to the Facility Lease Agreement of even date herewith by each Guarantor hereby absolutely and between the Lessor and the Lessee (hereinafter referred to as the "Lease"), and (b) enter into or accept the other Lease Documents (as defined in the Lease) and make future loans, advances and extensions of credit to, for the account of or on behalf of the Lessee, the undersigned, BALANCED CARE CORPORATION, a Delaware corporation, having its principal place of business at 5021 Xxxxxx Xxxxx, Suite 200, Mechanicsburg, Pennsylvania 17055 (the "Guarantor"), being the sole shareholder of the Lessee and, as such, deriving a substantial benefit from the consummation of the transaction evidenced by the Lease Documents, hereby unconditionally guarantees to the Lessor Agent and each Lender that the full payment Borrower will duly and performance of punctually pay or perform, at the Lease place specified therefor, or if no place is specified, at the Agent’s Head Office, (i) all Obligations (as defined in the LeaseLoan Agreement); and (ii) without limitation of the foregoing, all fees, costs and expenses incurred by the Agent or the Lenders in attempting to collect or enforce any of the foregoing, accrued in each case to the date of payment hereunder (collectively, the “Obligations” and individually an “Obligation”). This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance by the Borrower of the Lease Obligations and not merely of their collectibility only and is in no way conditioned upon any requirement that any Lender or the Lessor Agent first collect or attempt to collect the Lease Obligations or any portion thereof from the Lessee or from any endorser, surety or other guarantor of any of the same Obligations from the Borrower or resort to any security or other means of obtaining payment of any of the Lease Obligations that which any Lender or the Lessor Agent now has or may acquire after the date hereof, hereof or upon any other contingency whatsoever. Upon the occurrence and during the continuance of any Lease Event of Default under (or as defined in in) the Lease)Loan Agreement, the Lease Obligations and all liabilities and obligations of the Guarantor to the Lessor, hereunder or otherwise, shall, at the option of the LessorAgent or the Majority Lenders, become immediately forthwith due and payable to the Lessor Agent and to the Lender or Lenders owed the same without further demand or notice of any nature, all of which are expressly waived by the Guarantor. Without limiting the foregoing, if any obligations are or become due hereunder from a Guarantor at the time such Guarantor is or becomes the subject of a proceeding under any Debtor Relief Law, such obligations shall be immediately due and payable automatically and without any action on the part of the Agent or any of the Lenders. Payments by the Guarantor hereunder may be required by any Lender or the Lessor Agent on any number of occasions. This Guaranty shall continue in full force and effect until the complete payment and performance of all of the Lease Obligations. All payments hereunder received by the Lessor shall be applied by the Lessor, without any marshalling of assets, towards the payment and/or performance of the Lease Obligations and any other indebtedness of the Guarantor hereunder in such order as the Lessor, in its sole and absolute discretion, may determine.

Guaranty of Payment and Performance of Obligations. For value received and hereby acknowledged and as an inducement In consideration of the Lender extending credit or otherwise in its discretion giving time, financial or banking facilities or accommodations to any one or more of the undersigned (hereinafter referred each a "BORROWER" with respect to as the "Lessor") to: (a) enter into that certain lease transaction with ____________such extensions of credit, (hereinafter referred to as the "Lessee"facilities or accommodations), relating to the personal care home to be known as "_________________________", located in _____________________________ (hereinafter referred to as the "Facility"), pursuant to the Facility Lease Agreement of even date herewith by and between the Lessor and the Lessee (hereinafter referred to as the "Lease"), and (b) enter into or accept the other Lease Documents (as defined in the Lease) and make future loans, advances and extensions of credit to, for the account of or on behalf of the Lessee, the undersigned, BALANCED CARE CORPORATION, a Delaware corporation, having its principal place of business at 5021 Xxxxxx Xxxxx, Suite 200, Mechanicsburg, Pennsylvania 17055 (the "Guarantor"), being the sole shareholder of the Lessee and, as such, deriving a substantial benefit from the consummation of the transaction evidenced by the Lease Documents, each undersigned hereby unconditionally guarantees to the Lessor Lender (each undersigned being referred to as a "GUARANTOR" with respect to its guaranty obligations set forth herein) that (a) each Borrower will duly and punctually pay or perform, at the full payment place specified therefor or, if no place is specified, at the Lender's main office in Boston, Massachusetts or at such other location designated by Lender, all indebtedness, obligations and performance liabilities, direct or indirect, matured or unmatured, primary or secondary, certain or contingent, of any Borrower to the Lender now or hereafter owing or incurred (including without limitation reasonable costs and expenses incurred by the Lender in attempting to collect or enforce any of the Lease Obligations foregoing) which are chargeable to any Borrower either by law or under the terms of the Lender's arrangements with such Borrower, accrued in each case to the date of payment hereunder (as defined collectively, the "OBLIGATIONS" and individually, an "OBLIGATION"); and (b) if there is an agreement evidencing or executed and delivered in connection with any Obligation, each Borrower will perform in all other respects strictly in accordance with the Lease)terms thereof. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance by each Borrower of the Lease Obligations and not merely of their collectibility only and is in no way conditioned upon any requirement that the Lessor Lender first collect or attempt to collect the Lease Obligations or any portion thereof from the Lessee or from any endorser, surety or other guarantor of any of the same Obligations from any Borrower or resort to any security or any other means of obtaining payment of any of the Lease Obligations that which the Lessor Lender now has or may acquire after the date hereof, or upon any other contingency whatsoever. Upon any Lease Default (as defined default by any Borrower in the Lease)full and punctual payment and performance of the Obligations, the Lease Obligations and all liabilities and obligations of the each Guarantor to the Lessor, hereunder or otherwise, shall, at the option of the LessorLender, become immediately forthwith due and payable to the Lessor Lender without further demand or notice of any nature, all of which are expressly waived by the each Guarantor. Payments by the each Guarantor hereunder may be required by the Lessor Lender on any number of occasions. This Guaranty shall continue in full force and effect until the complete payment and performance of all of the Lease Obligations. All payments hereunder received by the Lessor shall be applied by the Lessor, without any marshalling of assets, towards the payment and/or performance of the Lease Obligations and any other indebtedness of the Guarantor hereunder in such order as the Lessor, in its sole and absolute discretion, may determine.

Guaranty of Payment and Performance of Obligations. For value received Each Guarantor, jointly and hereby acknowledged severally with each Guarantor, absolutely, unconditionally and as an inducement to (hereinafter referred to as the "Lessor") to: (a) enter into that certain lease transaction with ____________, (hereinafter referred to as the "Lessee"), relating to the personal care home to be known as "_________________________", located in _____________________________ (hereinafter referred to as the "Facility"), pursuant to the Facility Lease Agreement of even date herewith by and between the Lessor and the Lessee (hereinafter referred to as the "Lease")irrevocably guarantees, and (b) enter into or accept confirms the other Lease Documents (as defined in the Lease) and make future loans, advances and extensions of credit to, for the account of or on behalf of the Lessee, the undersigned, BALANCED CARE CORPORATION, a Delaware corporation, having its principal place of business at 5021 Xxxxxx Xxxxx, Suite 200, Mechanicsburg, Pennsylvania 17055 (the "Guarantor"), being the sole shareholder of the Lessee and, as such, deriving a substantial benefit from the consummation of the transaction evidenced by the Lease Documents, hereby unconditionally guarantees to the Lessor the full payment and performance of the Lease Obligations (as defined in the Lease). This Guaranty is an absolute, unconditional and irrevocable guarantee under the Existing Guaranty Agreement of, the full and prompt payment in United States currency when due (whether at maturity, a stated prepayment date or earlier by reason of acceleration or otherwise) and at all times thereafter, and the due and punctual performance, of all of the indebtedness, obligations and liabilities existing on the date hereof or arising from time to time hereafter, whether direct or indirect, joint or several, actual, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising by contract, operation of law or otherwise, of the Company to Prudential or any Holder under or in respect of the Note Agreement, the Notes, the other Transaction Documents or any other agreements, documents, certificates and instruments now or hereafter executed or delivered by the Company, such Guarantor or any other guarantor in connection with the Note Agreement, including, without limitation, the principal of and interest (including, without limitation, interest accruing before, during or after any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding, and, if interest ceases to accrue by operation of law by reason of any such proceeding, interest which otherwise would have accrued in the absence of such proceeding, whether or not allowed as a claim in such proceeding) on the Notes and any Yield-Maintenance Amount with respect to any of the Notes (collectively, the “Guarantied Obligations”). This is a continuing guaranty of the full and punctual payment and performance and not of collection. Notwithstanding the foregoing, the aggregate amount of any Guarantor’s liability under this Guaranty shall not exceed the maximum amount that such Guarantor can guaranty without violating, or causing this Guaranty or such Guarantor’s obligations under this Guaranty to be void, voidable or otherwise unenforceable under, any fraudulent conveyance or fraudulent transfer law, including Section 548(a)(2) of the Lease Obligations Bankruptcy Code. Upon an Event of Default, Prudential or any Holder may, at its sole election and not merely of their collectibility without notice, proceed directly and is in no way conditioned upon at once against any requirement that the Lessor first collect or attempt Guarantor to seek and enforce performance of, and to collect and recover, the Lease Obligations Guarantied Obligations, or any portion thereof thereof, without first proceeding against the Company or any other Person or any security for the Guarantied Obligations or for the liability of any such other Person or the Guarantors hereunder. Prudential and each Holder shall have the exclusive right to determine the application of payments and credits, if any, from the Lessee Guarantors, the Company or from any endorser, surety or other guarantor of any Person on account of the same or resort to any security or other means of obtaining payment of any of the Lease Guarantied Obligations that the Lessor now has or may acquire after the date hereof, or upon any other contingency whatsoever. Upon any Lease Default (as defined in the Lease), the Lease Obligations and all liabilities and obligations of the Guarantor to the Lessor, hereunder or otherwise, shall, at the option of the Lessor, become immediately due and payable to the Lessor without further demand or notice of any nature, all of which are expressly waived by the Guarantor. Payments by the Guarantor hereunder may be required by the Lessor on any number of occasions. This Guaranty and all covenants and agreements of the Guarantors contained herein shall continue in full force and effect and shall not be discharged until the complete payment and performance of such a time as all of the Lease Obligations. All payments hereunder received by the Lessor Guarantied Obligations shall be applied by the Lessor, without any marshalling of assets, towards the payment and/or performance of the Lease Obligations and any other indebtedness of the Guarantor hereunder indefeasibly paid in such order as the Lessor, full in its sole and absolute discretion, may determinecash.

Guaranty of Payment and Performance of Obligations. For value received and hereby acknowledged and as an inducement In consideration of the Lender extending credit or otherwise in its discretion giving time, financial or banking facilities or accommodations to any one or more of the undersigned (hereinafter referred each a "Customer" with respect to as the "Lessor") to: (a) enter into that certain lease transaction with ____________such extensions of credit, (hereinafter referred to as the "Lessee"facilities or accommodations), relating to the personal care home to be known as "_________________________", located in _____________________________ (hereinafter referred to as the "Facility"), pursuant to the Facility Lease Agreement of even date herewith by and between the Lessor and the Lessee (hereinafter referred to as the "Lease"), and (b) enter into or accept the other Lease Documents (as defined in the Lease) and make future loans, advances and extensions of credit to, for the account of or on behalf of the Lessee, the undersigned, BALANCED CARE CORPORATION, a Delaware corporation, having its principal place of business at 5021 Xxxxxx Xxxxx, Suite 200, Mechanicsburg, Pennsylvania 17055 (the "Guarantor"), being the sole shareholder of the Lessee and, as such, deriving a substantial benefit from the consummation of the transaction evidenced by the Lease Documents, each undersigned hereby unconditionally guarantees to the Lessor Lender (each undersigned being referred to as a "Guarantor" with respect to its guaranty obligations set forth herein) that (a) each Customer will duly and punctually pay or perform, at the full payment and performance place specified therefor or, if no place is specified, at the Lender's Head Office or at the branch of the Lease Lender where this Guaranty is given, all indebtedness, obligations and liabilities, direct or indirect, matured or unmatured, primary or secondary, certain or contingent, of any Customer to the Lender now or hereafter owing or incurred (including without limitation costs and expenses incurred by the Lender in attempting to collect or enforce any of the foregoing) which are chargeable to any Customer either by law or under the terms of the Lender's arrangements with such Customer, accrued in each case to the date of payment hereunder (collectively, the "Obligations" and individually, an "Obligation"); (b) if there is an agreement evidencing or executed and delivered in connection with any Obligation, each Customer will perform in all other respects strictly in accordance with the terms thereof; and (c) this Guaranty shall not be affected by any fraudulent, illegal, or improper act by any customer, nor by the invalidation (by operation of law or otherwise) of all or any part of the Obligations (as defined in the Lease)of any customer to you. This Guaranty is an absolute, direct, unconditional and continuing guaranty of the full and punctual payment and performance by each Customer of the Lease Obligations and not merely of their collectibility only and is in no way conditioned upon any requirement that the Lessor Lender first collect or attempt to collect the Lease Obligations or any portion thereof from the Lessee or from any endorser, surety or other guarantor of any of the same Obligations from any Customer or resort to any security or any other means of obtaining payment of any of the Lease Obligations that which the Lessor Lender now has or may acquire after the date hereof, or upon any other contingency whatsoever. Upon any Lease Default (as defined in the Lease), the Lease Obligations and all liabilities and obligations of the Guarantor to the Lessor, hereunder or otherwise, shall, at the option of the Lessor, become immediately due and payable to the Lessor without further demand or notice of any nature, all of which are expressly waived by the Guarantor. Payments by the Guarantor hereunder may be required by the Lessor on any number of occasions. This Guaranty shall continue in full force and effect until the complete payment and performance of all of the Lease Obligations. All payments hereunder received by the Lessor shall be applied by the Lessor, without any marshalling of assets, towards the payment and/or performance of the Lease Obligations and any other indebtedness of the Guarantor hereunder in such order as the Lessor, in its sole and absolute discretion, may determine.contingency

Guaranty of Payment and Performance of Obligations. For value received In consideration of the Lender extending credit or otherwise making financial facilities or accommodations to PXXXX X. XXXXXXXXX and hereby acknowledged BOY A.X. XXX XXXX, AS TRUSTEES OF THE CHARTERHOUSE OF CAMBRIDGE TRUST, under Declaration of Trust dated December 27, 1963 and recorded in the Middlesex (South) Registry of Deeds in Book 11160, Page 340, as amended by Amendment of Declaration of Trust dated July 8, 1966 and recorded in said Registry in Book 11160, Page 359 and SONESTA OF MASSACHUSETTS, INCORPORATED, a Massachusetts corporation, both having an inducement to address c/o Sonesta International Hotels Corporation, 100 Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (hereinafter referred to as jointly and severally, the "Lessor") to: (a) enter into that certain lease transaction with ____________, (hereinafter referred to as the "Lessee"“Borrower”), relating to the personal care home to be known as "_________________________", located in _____________________________ (hereinafter referred to as the "Facility"), pursuant to the Facility Lease Agreement of even date herewith by and between the Lessor and the Lessee (hereinafter referred to as the "Lease"), and (b) enter into or accept the other Lease Documents (as defined in the Lease) and make future loans, advances and extensions of credit to, for the account of or on behalf of the Lessee, the undersigned, BALANCED CARE undersigned SONESTA INTERNATIONAL HOTELS CORPORATION, a Delaware corporationNew York corporation having a mailing address of 100 Xxxxxxxxxx Xxxxxx, having its principal place of business at 5021 Xxxxxx XxxxxXxxxxx, Suite 200, Mechanicsburg, Pennsylvania 17055 Xxxxxxxxxxxxx 00000 (the "“Guarantor"”), being subject to the sole shareholder provisions of the Lessee and, as such, deriving a substantial benefit from the consummation of the transaction evidenced by the Lease DocumentsSection 20 below, hereby unconditionally guarantees to the Lessor Lender that the full payment Borrower will duly and performance punctually pay or perform, at the place specified therefor, or if no place is specified, at the Lender’s head office, (i) all of the Lease Obligations obligations to be paid or performed by the Borrower to the Lender under the Promissory Note dated February 12, 2010, as amended executed by the Borrower in the original principal amount of $32,000,000.00 (together with any extensions, modifications, renewals, restatements and substitutions thereof the "Note"), (ii) all of the obligations to be paid or performed by the Borrower pursuant to a certain Loan Agreement (as defined may be amended, the “Loan Agreement”) dated February 12, 2010 between the Lender and the Borrower, any Hedging Contracts, and all other loan documents executed in connection therewith (the Lease“Loan Documents”), and (iii) without limitation of the foregoing, all reasonable fees, costs and expenses incurred by the Lender in attempting to collect or enforce any of the foregoing, accrued in each case to the date of payment hereunder (collectively the “Obligations” and individually an “Obligation”). This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance by the Borrower of the Lease Obligations and not merely of their collectibility only and is in no way conditioned upon any requirement that the Lessor Lender first collect or attempt to collect the Lease Obligations or any portion thereof from the Lessee or from any endorser, surety or other guarantor of any of the same Obligations from the Borrower or resort to any security or other means of obtaining payment of any of the Lease Obligations that which the Lessor Lender now has or may acquire after the date hereof, hereof or upon any other contingency whatsoever. Upon any Lease Event of Default (as defined in the Lease)Loan Documents) not cured within applicable cure periods, if any, by the Borrower in the full and punctual payment and performance of the Obligations, the Lease Obligations and all liabilities and obligations of the Guarantor to the Lessor, hereunder or otherwise, shall, at the option of the LessorLender, become immediately forthwith due and payable to the Lessor Lender without further demand or notice of any nature, all of which are expressly waived by the Guarantor. Payments by the Guarantor hereunder may be required by the Lessor Lender on any number of occasions. This Guaranty shall continue in full force and effect until the complete payment and performance of all of the Lease Obligations. All payments hereunder received by the Lessor shall be applied by the Lessor, without any marshalling of assets, towards the payment and/or performance of the Lease Obligations and any other indebtedness of the Guarantor hereunder in such order as the Lessor, in its sole and absolute discretion, may determine.

Guaranty of Payment and Performance of Obligations. For value received In consideration of BBH and hereby acknowledged and as an inducement to State Street (hereinafter collectively referred to as the "LessorLenders" and sometimes individually as a "Lender") to: extending credit or otherwise in their discretion giving time, financial or banking facilities or accommodations to any one or more of the undersigned (a) enter into that certain lease transaction each a "Customer" with ____________respect to such extensions of credit, (hereinafter referred to as the "Lessee"facilities or accommodations), relating to the personal care home to be known as "_________________________", located in _____________________________ (hereinafter referred to as the "Facility"), pursuant to the Facility Lease Agreement of even date herewith by and between the Lessor and the Lessee (hereinafter referred to as the "Lease"), and (b) enter into or accept the other Lease Documents (as defined in the Lease) and make future loans, advances and extensions of credit to, for the account of or on behalf of the Lessee, the undersigned, BALANCED CARE CORPORATION, a Delaware corporation, having its principal place of business at 5021 Xxxxxx Xxxxx, Suite 200, Mechanicsburg, Pennsylvania 17055 (the "Guarantor"), being the sole shareholder of the Lessee and, as such, deriving a substantial benefit from the consummation of the transaction evidenced by the Lease Documents, each undersigned hereby unconditionally guarantees to the Lessor Lenders (each undersigned being referred to as a "Guarantor" with respect to its guaranty obligations set forth herein) that (a) each Customer will duly and punctually pay or perform, at the full payment place specified therefor or, if no place is specified, at the main office of Xxxxx Brothers Xxxxxxxx & Co. as Administrative Agent for the Lenders (the "Administrative Agent") at 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, all indebtedness, obligations and performance liabilities, direct or indirect, matured or unmatured, primary or secondary, certain or contingent, of any Customer to the Lenders and Administrative Agent now or hereafter owing or incurred (including without limitation costs and expenses incurred by the Lenders and the Administrative Agent in attempting to collect or enforce any of the Lease foregoing) which are chargeable to any Customer either by law or under the terms of the Lenders' or Administrative Agent's arrangements with such Customer, together with interest accrued in each case to the date of payment hereunder (collectively, the "Obligations" and individually, an "Obligation"); (b) if there is an agreement evidencing or executed and delivered in connection with any Obligation, each Customer will perform in all other respects strictly in accordance with the terms thereof; and (c) this Amended and Restated Cross-Guaranty Agreement (the "Guaranty") shall not be affected by any fraudulent, illegal, or improper act by any Customer, nor by the invalidation (by operation of law or otherwise) of all or any part of the Obligations (as defined in of any Customer to the Lease)Lenders. This Guaranty is an absolute, direct, unconditional and continuing guaranty of the full and punctual payment and performance by each Customer of the Lease Obligations and not merely of their collectibility only and is in no way conditioned upon any requirement that the Lessor Lenders or Administrative Agent first collect or attempt to collect the Lease Obligations or any portion thereof from the Lessee or from any endorser, surety or other guarantor of any of the same Obligations from any Customer or resort to any security or any other means of obtaining payment of any of the Lease Obligations that which the Lessor Lenders or Administrative Agent now has or may acquire after the date hereof, or upon any other contingency whatsoever. Nothing shall discharge or satisfy the liability of each Guarantor hereunder except the full payment and performance of all of each Customer's debts and obligations to the Lenders and Administrative Agent with interest and costs of collection. Upon any Lease Default (as defined default by any Customer in the Lease)full and punctual payment and performance of the Obligations, the Lease Obligations and all liabilities and obligations of the each Guarantor to the Lessor, hereunder or otherwise, shall, at the option of the LessorLenders, become immediately forthwith due and payable to the Lessor Lenders without further demand or notice of any nature, all of which are expressly waived by the each Guarantor. Payments by the each Guarantor hereunder may be required by the Lessor Lenders on any number of occasions. This Guaranty shall continue in full force and effect until the complete payment and performance of all of the Lease Obligations. All payments hereunder received by the Lessor shall be applied by the Lessor, without any marshalling of assets, towards the payment and/or performance of the Lease Obligations and any other indebtedness of the Guarantor hereunder in such order as the Lessor, in its sole and absolute discretion, may determine.

Guaranty of Payment and Performance of Obligations. For value received The Guarantor hereby unconditionally guaranties to the Seller the payment and hereby acknowledged performance in full of each Obligation (as hereinafter defined), when and as an inducement such Obligation becomes due and payable or is otherwise required to (hereinafter referred be performed, including all Obligations which would become due but for the operation of the automatic stay pursuant to as Section 362(a) of the Federal Bankruptcy Code and the operation of Sections 502(b) and 506(b) of the Federal Bankruptcy Code. As used herein, "Lessor") to: (a) enter into that certain lease transaction with ____________Obligations" means all indebtedness, (hereinafter referred to as obligations and liabilities of the "Lessee"), relating Buyer to the personal care home to be known as "_________________________"Seller and its Affiliates, located in _____________________________ (hereinafter referred to as existing on the "Facility")date of this Guaranty or arising thereafter, direct or indirect, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising under or pursuant to the Facility Lease Agreement of even date herewith by and between Asset Purchase Agreement, the Lessor and Intellectual Property Agreement, the Lessee Supply Agreement, the Master Services Agreement, the Sublease Agreements (hereinafter referred to as the "Lease"), and (b) enter into or accept the other Lease Documents (each as defined in the Lease) and make future loans, advances and extensions of credit to, for the account of or on behalf of the LesseeAsset Purchase Agreement), the undersignedTransition Agreements referred to in the Sublease Agreements, BALANCED CARE CORPORATION, a Delaware corporation, having its principal place of business at 5021 Xxxxxx Xxxxx, Suite 200, Mechanicsburg, Pennsylvania 17055 (the "Guarantor"), being the sole shareholder of the Lessee and, as such, deriving a substantial benefit from the consummation of the transaction evidenced by the Lease Documents, hereby unconditionally guarantees Non-Disclosure Agreement or any subcontract or work authorization agreement entered into pursuant to the Lessor Asset Purchase Agreement or the full payment Master Services Agreement. The Guarantor agrees that if the Buyer shall fail to pay or perform any Obligation when and performance of the Lease Obligations (as defined such Obligation shall be due and payable or is otherwise required to be performed as set forth in the Lease)Asset Purchase Agreement or the other applicable agreement or instrument, then the Guarantor will make such payment of such Obligation in funds immediately available to the Seller or otherwise perform such Obligation if such Obligation does not entail the payment of money. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance by the Buyer of the Lease Obligations and not merely of their collectibility only, and is in no way conditioned upon any requirement that the Lessor Seller first collect or attempt to collect the Lease Obligations or any portion thereof from the Lessee or from any endorser, surety or other guarantor of any of the same Obligations from the Buyer or resort to any security or other means of obtaining payment of any of the Lease Obligations that the Lessor Seller now has or may acquire after the date hereof, or upon any other contingency whatsoever. Upon any Lease Default (as defined in the Lease), the Lease Obligations and all liabilities and obligations of the Guarantor to the Lessor, hereunder Payments or otherwise, shall, at the option of the Lessor, become immediately due and payable to the Lessor without further demand or notice of any nature, all of which are expressly waived by the Guarantor. Payments performance by the Guarantor hereunder may be required by the Lessor Seller on any number of occasions. This Guaranty shall continue in full force and effect until the complete payment and performance of all of the Lease Obligations. All payments hereunder received by the Lessor shall be applied by the Lessor, without any marshalling of assets, towards the payment and/or performance of the Lease Obligations and any other indebtedness of the Guarantor hereunder in such order as the Lessor, in its sole and absolute discretion, may determine.

Guaranty of Payment and Performance of Obligations. For value received and hereby acknowledged acknowledged, intending to be legally bound hereby, and as an inducement to BALANCED CARE CORPORATION, a Delaware corporation, having its principal office at 5021 Xxxxxx Xxxxx, Suite 200, Mechanicsburg, PA, 17055, (hereinafter referred "BCC") to enter into the Transaction Documents (as that term is defined in Appendix 1 to that certain Shortfall Funding Agreement dated as of September 22, 1998 [the "LessorSHORTFALL Agreement"]) among FINANCIAL CARE INVESTORS, LLC, a Delaware limited liability company ("FCI") to: (a) enter into that certain lease transaction with ____________, (hereinafter referred to as the "Lessee"), relating to the personal care home to be known as "and FINANCIAL CARE INVESTORS OF [_________________________"], located in _____________________________ (hereinafter referred to as the "Facility"), pursuant to the Facility Lease Agreement of even date herewith by and between the Lessor and the Lessee (hereinafter referred to as the "Lease"), and (b) enter into or accept the other Lease Documents (as defined in the Lease) and make future loans, advances and extensions of credit to, for the account of or on behalf of the Lessee, the undersigned, BALANCED CARE CORPORATIONLLC, a Delaware corporationlimited liability company [the "TENANT"], Brad Xxxxxxxxx, xx individual resident of Cumberland County, PA having its his principal place of business at 5021 Xxxxxx Xxxxx, Suite 200, Mechanicsburg, Pennsylvania 17055 (PA, 17055, [the "GuarantorGUARANTOR")], being the sole shareholder SOLE member of the Lessee andFCI, as such, deriving will derive a substantial benefit from the consummation of the transaction evidenced transactions contemplated by the Lease Transaction Documents, and hereby unconditionally guarantees to the Lessor BCC the full payment and performance of each of the Lease Obligations (Tenant's and FCI's respective obligations to fund the Equity Capital Portion, as defined in Appendix 1 to the LeaseShortfall Agreement (the "Guaranteed Obligations"). This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of the Lease Guarantied Obligations and not merely of their collectibility collectibility, and is in no way conditioned upon any requirement that the Lessor BCC first collect or attempt to collect the Lease Guarantied Obligations or any portion thereof from the Lessee Tenant or from any endorser, surety or other guarantor of any of the same or resort to any security or other means of obtaining the payment and/or performance of any of the Lease Guarantied Obligations that the Lessor BCC now has or may acquire after the date hereof, or upon any other contingency whatsoever. Upon any Lease Default (as defined in the Lease), the Lease Obligations and all liabilities and obligations of the Guarantor to the Lessor, hereunder or otherwise, shall, at the option of the Lessor, become immediately due and payable to the Lessor without further demand or notice of any nature, all of which are expressly waived by the Guarantor. Payments by the Guarantor hereunder may be required by the Lessor BCC on any number of occasions. This Guaranty shall continue in full force and effect until the complete payment and performance of all of the Lease Guarantied Obligations. All payments hereunder received by the Lessor shall be applied by the Lessor, without any marshalling of assets, towards the payment and/or performance of the Lease Obligations and any other indebtedness of the Guarantor hereunder in such order as the Lessor, in its sole and absolute discretion, may determine.

Guaranty of Payment and Performance of Obligations. For value received and hereby acknowledged and as an inducement to MEDITRUST ACQUISITION CORPORATION II, a Delaware corporation, having its principal office at 197 Xxxxx Xxxxxx, Xxxxxxx Xxxxxxx, Xxxxxxxxxxxxx 00000 (hereinafter xxreinafter referred to as the "Lessor") to: (a) enter into that certain lease transaction with ____________a Delaware corporation, having its principal place of business at 5021 Xxxxxx Xxxxx, Suite 200, Mechanicsburg, Pennsylvania 17055 (hereinafter referred to as the "Lessee"), relating to the personal care home to be known as "_________________________" ", located in _____________________________ , (hereinafter referred to as the "Facility"), pursuant to the Facility Lease Agreement of even date herewith by and between the Lessor and the Lessee (hereinafter referred to as the "Lease"), and (b) enter into or accept the other Lease Documents (as defined in the Lease) and make future loans, advances and extensions of credit to, for the account of or on behalf of the Lessee, the undersigned, BALANCED CARE CORPORATIONBCC DEVELOPMENT AND MANAGEMENT CO., a Delaware corporationcorporation and an Affiliate (as defined in the Lease) of the Lessee, having its principal place of business at 5021 Xxxxxx Xxxxx, Suite 200, Mechanicsburg, Pennsylvania 17055 (the "Guarantor"), being having entered into a Development Agreement of even date herewith with the sole shareholder Lessee regarding the development of the Lessee Leased Property and the construction of the Facility and, as suchaccordingly, deriving a substantial benefit from the consummation of the transaction evidenced by the Lease Documents, hereby unconditionally guarantees to the Lessor the full payment and performance of the Lease Obligations (as defined in the Lease). This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of the Lease Obligations and not merely of their collectibility and is in no way conditioned upon any requirement that the Lessor first collect or attempt to collect the Lease Obligations or any portion thereof from the Lessee or from any endorser, surety or other guarantor of any of the same or resort to any security or other means of obtaining payment of any of the Lease Obligations that the Lessor now has or may acquire after the date hereof, or upon any other contingency whatsoever. Upon any Lease Default (as defined in the Lease), the Lease Obligations and all liabilities and obligations of the Guarantor to the Lessor, hereunder or otherwise, shall, at the option of the Lessor, become immediately due and payable to the Lessor without further demand or notice of any nature, all of which are expressly waived by the Guarantor. Payments by the Guarantor hereunder may be required by the Lessor on any number of occasions. This Guaranty shall continue in full force and effect until the complete payment and performance of all of the Lease Obligations. All payments hereunder received by the Lessor shall be applied by the Lessor, without any marshalling of assets, towards the payment and/or performance of the Lease Obligations and any other indebtedness of the Guarantor hereunder in such order as the Lessor, in its sole and absolute discretion, may determine.

Guaranty of Payment and Performance of Obligations. For value received and hereby acknowledged and as an inducement In consideration of the Bank's extending credit or otherwise in its discretion giving time, financial or banking facilities or accommodations to Dover Saddlery, Inc., a Massachusetts corporation (hereinafter referred to as the "Lessor") to: (a) enter into that certain lease transaction with ____________, (hereinafter referred to as the "LesseeBorrower"), relating to the personal care home to be known as "_________________________", located in _____________________________ (hereinafter referred to as the "Facility"), pursuant to the Facility Lease Agreement of even date herewith by and between the Lessor and the Lessee (hereinafter referred to as the "Lease"), and (b) enter into or accept the other Lease Documents (as defined in the Lease) and make future loans, advances and extensions of credit to, for the account of or on behalf an affiliate of the Lesseeundersigned Smith Brothers, the undersigned, BALANCED CARE CORPORATIONInc., a Delaware corporation, having its principal place corporation organized and existing under the xxxx of business at 5021 Xxxxxx Xxxxx, Suite 200, Mechanicsburg, Pennsylvania 17055 the State of Texas (the "Guarantor"), being the sole shareholder of the Lessee and, as such, deriving a substantial benefit from the consummation of the transaction evidenced by the Lease Documents, Guarantor hereby unconditionally guarantees to the Lessor Bank that the full payment Borrower will duly and performance punctually pay or perform, at the place specified therefor, or if no place is specified, at the Bank's head office at 100 Federal Street, Boston, Massachusetts 02110, (i) all Obligations xxxxx (xxx xx xxxxxxx xx) xxx Xxxx Xxxxxxxxx; and (ii) without limitation of the Lease Obligations foregoing, all fees, costs and expenses incurred by the Bank in attempting to collect or enforce any of the foregoing, accrued in each case to the date of payment hereunder (as defined in collectively the Lease"Obligations" and individually an "Obligation"). This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance by the Borrower of the Lease Obligations and not merely of their collectibility only and is in no way conditioned upon any requirement that the Lessor Bank first collect or attempt to collect the Lease Obligations or any portion thereof from the Lessee or from any endorser, surety or other guarantor of any of the same Obligations from the Borrower or resort to any security or other means of obtaining payment of any of the Lease Obligations that which the Lessor Bank now has or may acquire after the date hereof, hereof or upon any other contingency whatsoever. Upon any Lease Default (as defined default by the Borrower in the Lease)full and punctual payment and performance of the Obligations, the Lease Obligations and all liabilities and obligations of the Guarantor to the Lessor, hereunder or otherwise, shall, at the option of the LessorBank, become immediately forthwith due and payable to the Lessor Bank without further demand or notice of any nature, all of which are expressly waived by the Guarantor. Payments by the Guarantor hereunder may be required by the Lessor Bank on any number of occasions. This Guaranty shall continue in full force and effect until the complete payment and performance of all of the Lease Obligations. All payments hereunder received by the Lessor shall be applied by the Lessor, without any marshalling of assets, towards the payment and/or performance of the Lease Obligations and any other indebtedness of the Guarantor hereunder in such order as the Lessor, in its sole and absolute discretion, may determine.

Guaranty of Payment and Performance of Obligations. For value received Each Guarantor, jointly and hereby acknowledged severally with each other Guarantor, absolutely, unconditionally and as an inducement to irrevocably guarantees the full and prompt payment in United States currency when due (hereinafter referred to as the "Lessor"whether at maturity, a stated prepayment date or earlier by reason of acceleration or otherwise) to: (a) enter into that certain lease transaction with ____________and at all times thereafter, (hereinafter referred to as the "Lessee"), relating to the personal care home to be known as "_________________________", located in _____________________________ (hereinafter referred to as the "Facility"), pursuant to the Facility Lease Agreement of even date herewith by and between the Lessor and the Lessee (hereinafter referred due and punctual performance, of all of the indebtedness, obligations and liabilities existing on the date hereof or arising from time to as time hereafter, whether direct or indirect, joint or several, actual, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising by contract, operation of law or otherwise, of the "Lease")Company to Prudential or any Holder under or in respect of the Note Agreement, and (b) enter into or accept the Notes, the other Lease Transaction Documents or any other agreements, documents, certificates and instruments now or hereafter executed or delivered by the Company, any Guarantor or any other guarantor in connection with the Note Agreement, including, without limitation, the principal of and interest (as defined including, without limitation, interest accruing before, during or after any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding, and, if interest ceases to accrue by operation of law by reason of any such proceeding, interest which otherwise would have accrued in the Leaseabsence of such proceeding, whether or not allowed as a claim in such proceeding) on the Notes and make future loans, advances and extensions of credit to, for the account of or on behalf any Yield-Maintenance Amount with respect to any of the LesseeNotes (collectively, the undersigned, BALANCED CARE CORPORATION, “Guarantied Obligations”). This is a Delaware corporation, having its principal place continuing guaranty of business at 5021 Xxxxxx Xxxxx, Suite 200, Mechanicsburg, Pennsylvania 17055 (the "Guarantor"), being the sole shareholder of the Lessee and, as such, deriving a substantial benefit from the consummation of the transaction evidenced by the Lease Documents, hereby unconditionally guarantees to the Lessor the full payment and performance and not of collection. Notwithstanding the foregoing, the aggregate amount of any Guarantor’s liability under this Guaranty shall not exceed the maximum amount that such Guarantor can guaranty without violating, or causing this Guaranty or such Guarantor’s obligations under this Guaranty to be void, voidable or otherwise rendered unenforceable under, any fraudulent conveyance or fraudulent transfer law, including Section 548(a)(2) of the Lease Bankruptcy Code. Each Guarantor hereby agrees to pay and to indemnify and save each Holder harmless from and against any damage, loss, cost or expense (including attorneys’ fees and expenses) which such Holder may incur or be subject to as a consequence of endeavoring to enforce this Guaranty or to collect all or any part of the Guarantied Obligations (as defined from, or in pursuing any action against the Lease)Company or any other Guarantor or enforcing any rights of any Holder in any security for the Guarantied Obligations or the liabilities of any Guarantor hereunder, including, without limitation the Collateral, and any taxes, fees or penalties which may be paid or payable in connection therewith. Notwithstanding any provision of this Guaranty, all covenants, obligations, waivers and agreements of the Guarantors under this Guaranty shall be joint and several. Upon an Event of Default, Prudential or any Holder may, at its sole election and without notice, proceed directly and at once against any Guarantor to seek and enforce performance of, and to collect and recover, the Guarantied Obligations, or any portion thereof, without first proceeding against the Company, any other Guarantor, any other guarantor of the Guarantied Obligations or any other Person or the Collateral, or any other security for the Guarantied Obligations or for the liability of any such other Person or any Guarantor hereunder. Prudential and each Holder shall have the exclusive right to determine the application of payments and credits, if any, from any Guarantor, the Company or from any other Person on account of the Guarantied Obligations or otherwise. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of the Lease Obligations and not merely of their collectibility and is in no way conditioned upon any requirement that the Lessor first collect or attempt to collect the Lease Obligations or any portion thereof from the Lessee or from any endorser, surety or other guarantor of any of the same or resort to any security or other means of obtaining payment of any of the Lease Obligations that the Lessor now has or may acquire after the date hereof, or upon any other contingency whatsoever. Upon any Lease Default (as defined in the Lease), the Lease Obligations and all liabilities covenants and obligations agreements of the each Guarantor to the Lessor, hereunder or otherwise, shall, at the option of the Lessor, become immediately due and payable to the Lessor without further demand or notice of any nature, all of which are expressly waived by the Guarantor. Payments by the Guarantor hereunder may be required by the Lessor on any number of occasions. This Guaranty contained herein shall continue in full force and effect and shall not be discharged until the complete payment and performance of such a time as all of the Lease Obligations. All payments hereunder received by the Lessor Guarantied Obligations shall be applied by the Lessor, without any marshalling of assets, towards the payment and/or performance of the Lease Obligations and any other indebtedness of the Guarantor hereunder indefeasibly paid in such order as the Lessor, full in its sole and absolute discretion, may determinecash.

Guaranty of Payment and Performance of Obligations. For value received Each Guarantor, jointly and hereby acknowledged severally with each other Guarantor, absolutely, unconditionally and as an inducement to irrevocably guarantees (hereinafter referred to as the "Lessor"i) to: (a) enter into that certain lease transaction with ____________, (hereinafter referred to as the "Lessee"), relating to the personal care home to be known as "_________________________", located in _____________________________ (hereinafter referred to as the "Facility"), pursuant to the Facility Lease Agreement of even date herewith by and between the Lessor and the Lessee (hereinafter referred to as the "Lease"), and (b) enter into or accept the other Lease Documents (as defined in the Lease) and make future loans, advances and extensions of credit to, for the account of or on behalf of the Lessee, the undersigned, BALANCED CARE CORPORATION, a Delaware corporation, having its principal place of business at 5021 Xxxxxx Xxxxx, Suite 200, Mechanicsburg, Pennsylvania 17055 (the "Guarantor"), being the sole shareholder of the Lessee and, as such, deriving a substantial benefit from the consummation of the transaction evidenced by the Lease Documents, hereby unconditionally guarantees to the Lessor the full payment and performance of the Lease Obligations (as defined in the Lease). This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment in the applicable currency when due (whether at maturity, by acceleration, by redemption or otherwise) of the principal of, Yield-Maintenance Amount, if any, and interest (including any interest accruing after the commencement of any proceeding in bankruptcy and any additional interest that would accrue but for the commencement of such proceeding) on each Note issued by the Issuers and all other obligations of the Issuers under the Shelf Agreement and each other Transaction Document to which either Issuer is a party and (ii) the full and prompt performance and observance by the Issuers of each and all of the obligations, covenants and agreements required to be performed or observed by the Issuers under the terms of the Shelf Agreement, the Notes and the other Transaction Documents to which either Issuer is a party (all the foregoing being hereinafter collectively called the “Guarantied Obligations”). Notwithstanding the foregoing, the aggregate amount of any Guarantor’s (other than the Company's) liability under this Guaranty shall not exceed the maximum amount that such Guarantor can guaranty without violating, or causing this Guaranty or such Guarantor’s obligations under this Guaranty to be void, voidable or otherwise enforceable under, any fraudulent conveyance or fraudulent transfer law, including Section 548(a)(2) of the Bankruptcy Code (as defined below). Each Guarantor hereby agrees to pay, and save each Holder harmless against liability for the payment of, all out-of-pocket expenses (including attorneys’ fees) arising in connection with enforcing this Guaranty or incurred in the collection of all or any part of the Guarantied Obligations from, or in pursuing any action against, either Issuer or any Guarantor or enforcing any rights of any Holder in any security (if any) for the Guarantied Obligations or the liabilities of any Guarantor hereunder, and any taxes, fees or penalties which may be paid or payable in connection with any such enforcement. This is a continuing guaranty of payment and performance and not of collection. Notwithstanding any provision of this Guaranty, all covenants, obligations, waivers and agreements of the Lease Obligations Guarantors under this Guaranty shall be joint and not merely several. During the existence of their collectibility an Event of Default, any Holder may, at its sole election and is in no way conditioned upon without notice, proceed directly and at once against any requirement that the Lessor first collect or attempt Guarantor to seek and enforce performance of, and to collect and recover, the Lease Guarantied Obligations, or any portion thereof, without first proceeding against either Issuer, any other Guarantor, any other guarantor (if any) of the Guarantied Obligations or any portion thereof other Person (if any) or any security (if any) for the Guarantied Obligations or for the liability of any such other Person or any Guarantor hereunder. The Holders shall have the exclusive right to determine the application of payments and credits, if any, from the Lessee any Guarantor, either Issuer or from any endorser, surety or other guarantor of any Person (if any) on account of the same or resort to any security or other means of obtaining payment of any of the Lease Guarantied Obligations that the Lessor now has or may acquire after the date hereof, or upon any other contingency whatsoever. Upon any Lease Default (as defined in the Lease), the Lease Obligations and all liabilities and obligations of the Guarantor to the Lessor, hereunder or otherwise, shall, at the option of the Lessor, become immediately due and payable to the Lessor without further demand or notice of any nature, all of which are expressly waived by the Guarantor. Payments by the Guarantor hereunder may be required by the Lessor on any number of occasions. This Guaranty and all covenants and agreements of each Guarantor contained herein (subject to paragraph 4J hereof with respect to any Guarantor) shall continue in full force and effect and shall not be discharged until the complete payment and performance of such time as all of the Lease Obligations. All payments hereunder received by the Lessor Guarantied Obligations shall be applied by indefeasibly paid in full in cash, the Lessor, without Facility shall have terminated and no Holder shall have any marshalling of assets, towards commitment under the payment and/or performance of the Lease Obligations and any other indebtedness of the Guarantor hereunder in such order as the Lessor, in its sole and absolute discretion, may determineShelf Agreement.

Guaranty of Payment and Performance of Obligations. For value received and hereby acknowledged and as an inducement to MEDITRUST ACQUISITION CORPORATION II, a Delaware corporation, having its principal office at 197 Xxxxx Xxxxxx, Xxxxxxx Xxxxxxx, Xxxxxxxxxxxxx 00000 (hereinafter xxreinafter referred to as the "LessorLender") to: (a) enter into that certain lease transaction with ____________BLACK BOX OF LEWISBURG, INC., a Delaware corporation, having its principal place of business at 65 Axxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, (hereinafter xereinafter referred to as the "Guarantor") evidenced by a Facility Lease Agreement of even date by and between the Guarantor, as Lessee, and the Lender, as Lessor (the "), Facility Lease") relating to certain real property located in East Buffalo Township, Union County, Pennsylvania and the improvements to be constructed thereon, including, without limitation, the personal care home to be known as Balanced Care at Lewisburg, (b) enter into a loan transaction with BLACK BOX HOLDING COMPANY, a Delaware corporation, having its principal place of business at 65 Axxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (xxe "_________________________Borrower"), located which loan transaction is evidenced, in _____________________________ part, by a Promissory Note of even date made by the Borrower to the order of the Lender, in the original principal amount of THREE HUNDRED SIXTY TWO THOUSAND TWO HUNDRED TWENTY-FIVE DOLLARS ($362,225.00) (the "Note"), the advances under which Note are to be used by the Borrower to make equity contributions to the Guarantor in order to enable the Guarantor to fulfill its working capital obligations, [the Note, this Guaranty, the Facility Lease and all other documents and instruments now or hereafter evidencing or securing repayment of, or otherwise pertaining to and executed and delivered in connection with, the lease transaction evidenced by the Facility Lease as each may be modified and amended from time to time are hereinafter collectively referred to as the "FacilityLease Documents"), pursuant to the Facility Lease Agreement of even date herewith by and between the Lessor and the Lessee (hereinafter referred to as the "Lease"), ] and (bc) enter into or accept the other Lease Documents (as defined in the Lease) make present and make future loans, advances and extensions of credit to, for the account of or on behalf of the Lessee, Borrower; the undersigned, BALANCED CARE CORPORATION, a Delaware corporation, having its principal place of business at 5021 Xxxxxx Xxxxx, Suite 200, Mechanicsburg, Pennsylvania 17055 (the "Guarantor"), being the sole shareholder a wholly-owned subsidiary of the Lessee Borrower, will receive, from the Borrower as equity contributions, amounts equal to the advances made under the Note, and, as such, deriving will derive a substantial benefit from the consummation of the loan transaction evidenced by the Lease DocumentsNote, and hereby unconditionally guarantees to the Lessor Lender the full payment and performance of the Lease Obligations Borrower's obligations under the Note (as defined in the Lease"Note Obligations"). This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of the Lease Note Obligations and not merely of their collectibility collectibility, and is in no way conditioned upon any requirement that the Lessor Lender first collect or attempt to collect the Lease Note Obligations or any portion thereof from the Lessee Borrower or from any endorser, surety or other guarantor of any of the same or resort to any security or other means of obtaining the payment and/or performance of any of the Lease Note Obligations that the Lessor Lender now has or may acquire after the date hereof, or upon any other contingency whatsoever. Upon any Lease Default (as defined in the Facility Lease), the Lease Note Obligations and all liabilities and obligations of the Guarantor to the LessorLender, hereunder or otherwise, shall, at the option of the LessorLender, become immediately due and payable to the Lessor Lender without further demand or notice of any nature, all of which are expressly waived by the Guarantor. Payments by the Guarantor hereunder may be required by the Lessor Lender on any number of occasions. This Guaranty shall continue in full force and effect until the complete payment and performance of all of the Lease Note Obligations. All payments hereunder received by the Lessor Lender shall be applied by the LessorLender, without any marshalling of assets, towards the payment and/or performance of the Lease Note Obligations and any other indebtedness of the Guarantor hereunder in such order as the LessorLender, in its sole and absolute discretion, may determine.