Common use of Payment Guaranty Clause in Contracts

Payment Guaranty. Guarantors, as primary obligors and not as sureties, unconditionally, jointly and severally, guarantee to the Purchasers, for their pro-rata benefit in accordance with their respective rights under the Note Documents, the full, prompt and punctual payment of the Debt when due (whether at its stated maturity, by acceleration or otherwise) in accordance with the Note Documents, to the extent set forth herein. This Guaranty is irrevocable, unconditional and absolute, and if for any reason all or any portion of the Debt shall not be paid when due, Guarantors, jointly and severally, will immediately pay the Debt to the Purchasers or other Person entitled to it, in Dollars, regardless of (a) any defense, right of set-off or counterclaim which any Obligor may have or assert, (b) whether any Purchaser or any other Person shall have taken any steps to enforce any rights against any Obligor or any other Person to collect any of the Debt, and (c) any other circumstance, condition or contingency. Notwithstanding any provision of this Guaranty or the Note Documents to the contrary, to the extent that in a legal proceeding brought within the applicable limitations period it is determined by the final, nonappealable order of a court having jurisdiction over the issue and the applicable parties that any Guarantor received less than a reasonably equivalent value in exchange for such Guarantor's incurrence of its obligations under this Guaranty, then and only then the total liability of such Guarantor under this Guaranty shall be limited to the Guaranteed Debt applicable to such Guarantor. The Purchasers shall have the right to determine and designate from time to time, without notice or assent of Guarantor, which portions of the Debt shall be deemed included in the Guaranteed Debt. Each Guarantor acknowledges that such determination and designation shall be conclusive, absent manifest error. This Guaranty shall not fail or be ineffective or invalid or be considered too indefinite or contingent with respect to any Guarantor because the Guaranteed Debt applicable to such Guarantor may fluctuate from time to time or for any other reason.

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

Payment Guaranty. GuarantorsA. The Guarantor, as primary obligors absolutely and not as sureties, unconditionally, jointly and severally, guarantee hereby guarantees to the Purchasers, for their pro-rata benefit in accordance with their respective rights under the Note Documents, Lender the full, prompt and punctual payment complete repayment of all of the Debt when due Borrower's obligations under the Notes, in any of the following circumstances: (whether at its stated maturitya) The Manager files a voluntary petition in bankruptcy or engages in any other voluntary act of insolvency; (b) Any material, intentional misrepresentations of fact to the Owner, the Borrower or the Lender by acceleration the Guarantor or otherwise) the Manager, or any of their respective authorized agents or representatives contained in accordance any Loan Document or in any other written document delivered in connection with the Note DocumentsLoan; (c) Fraud or misappropriation of funds on the part of the Guarantor or the Manager with respect to the Project; (d) The Guarantor, the Manager or any of their respective Affiliates contests, impairs or otherwise challenges the Lender's right or ability to foreclose on its security interest, or at Lender's option, to become the extent set forth herein. This Guaranty is irrevocableundisputed, unconditional and absolute, and if for any reason absolute owner of all or any portion of the Debt shall not be paid when dueMembership Interests (subject to Brookdale's Equity Option) or to exercise its rights pursuant to its Special Management Interest; or (e) The breach of the Guarantor's obligations under Section 1(C), Guarantorsbelow. B. The Guarantor, jointly absolutely and severallyunconditionally, will immediately pay the Debt hereby guarantees to the Purchasers Lender the full, prompt and complete reimbursement of all costs, losses, expenses and damages (including reasonable attorneys' fees), exclusive of consequential damages, sustained or other Person entitled to itincurred by the Lender, in Dollars, regardless of as a result of: (a) any defensematerial physical waste at the Project or of the Property by the Guarantor, right the Manager or any of set-off their respective authorized agents or counterclaim which any Obligor may have or assert, representatives; (b) whether any Purchaser the failure to apply insurance or condemnation proceeds by the Guarantor, the Manager or any other Person shall have taken any steps to enforce any rights against any Obligor of their respective authorized agents or any other Person to collect any representatives in accordance with the requirements of the Debt, and Senior Loan Documents; (c) any other circumstanceshortfall between (i) the sum of the Re-sized Amount and the Preferred Equity available from the Senior Lender and (ii) the unpaid Principal, condition or contingency. Notwithstanding any provision of this Guaranty or (as such terms are defined in the Note Documents to the contrarySenior Loan Documents), but only to the extent that the Lender pays or causes to be paid such shortfall to the Senior Lender and Brookdale would otherwise be liable to the Senior Lender for the payment of such amount pursuant to its Guaranty of Payment (as such term is defined in a legal proceeding brought within the applicable limitations period it Senior Loan Documents); or (d) the failure of the Borrower to pay Scheduled Debt Service on the Priority Note for the monthly periods, if any, after the Original Expected Conversion Date (as such term is determined by defined in the finalSenior Loan Documents) through and including the Maturity Date. C. Without the prior written consent of the Lender exercised in its sole discretion, nonappealable order of a court having jurisdiction over the issue Guarantor shall not (i) permit any financing pursuant to the Master Financing Facility Agreement (as such term is defined in the Senior Loan Documents) other than the Senior Loan and the applicable parties loan by Senior Lender of even date herewith to AH Texas Owner Limited Partnership (the "Texas Senior Loan") or (ii) otherwise permit the Senior Loan to be cross-defaulted and/or cross-collateralized with any loan other than the Texas Senior Loan. D. The Guarantor, absolutely and unconditionally, hereby guarantees to the Lender the full, prompt and complete payment and performance of the obligations of the Borrower pursuant to Section 6.1(m) of the Loan Agreement; provided, however, that any Guarantor received less than a reasonably equivalent value in exchange for such so long as no Event of Default then exists, the guaranty pursuant to this Section 1(D) (except with respect to Guarantor's incurrence of its obligations under this Guaranty, then liability for any sums due and only then the total liability of such Guarantor payable under this Guaranty shall be limited to the Guaranteed Debt applicable to such Guarantor. The Purchasers shall have the right to determine and designate from time to time, without notice or assent of Guarantor, which portions as of the Debt date of such termination and any sums thereafter becoming payable pursuant to Section 5 of this Guaranty) shall be deemed included terminate on the Payment Obligations Termination Date (as such term is defined in the Guaranteed Debt. Each Guarantor acknowledges that such determination and designation shall be conclusive, absent manifest error. This Guaranty shall not fail or be ineffective or invalid or be considered too indefinite or contingent with respect to any Guarantor because the Guaranteed Debt applicable to such Guarantor may fluctuate from time to time or for any other reasonSenior Loan Documents).

Payment Guaranty. GuarantorsGuarantor absolutely, as primary obligors irrevocably and not as suretiesunconditionally guarantees to Lender, unconditionallyand to its successors, jointly endorsees, transferees and severally, guarantee to the Purchasers, for their pro-rata benefit in accordance with their respective rights under the Note Documentsassigns, the full, prompt and punctual complete payment of the Debt when due (due, whether at its the stated maturity, by acceleration or otherwise) , of the obligations of Obligor set forth in accordance with the Note Documents(collectively, the "Obligations"). No termination of the Note shall affect any obligations incurred by Guarantor under this Guaranty at the time of termination. No notice of the Obligations need be given in any form to Guarantor at any time and Guarantor waives any such notice and the right to consent to the extent set forth hereinObligations. This Guaranty is irrevocableGuarantor waives any right to require as a condition to its obligations hereunder that collateral be applied to the Obligations, unconditional and absolutethat presentment or demand be made upon Obligor or that action be brought against Obligor or any other person or entity except Guarantor, should Lender seek to enforce the obligations of Guarantor. Specifically, without limitation, Guarantor waives any right to require that a judgment previously be rendered against Obligor or any other person or entity except Guarantor, that Obligor or any other person or entity be joined in any action against Guarantor or that an action separate from one against Guarantor be brought against Obligor or any other person or entity. The obligations of Guarantor are several from those of Obligor or any other person or entity, and if are primary payment obligations concerning which Guarantor is the principal obligor. If all or any part of the Obligations are not paid when due, Guarantor hereby guarantees that it will pay the same to Lender, upon demand, without set-off or counterclaim and without reduction by reason of any taxes, levies, imposts, charges and withholdings, restrictions or conditions of any nature that are now or may hereafter be imposed, levied or assessed by any country, political subdivision or taxing authority, all of which will be for the account of and paid by Guarantor, and Lender need not first proceed to preserve, utilize or exhaust any other right or remedy against Obligor, any other guarantor, any collateral or any other security that Lender may have in order to obtain payment hereunder. The obligations of Guarantor hereunder shall in no way be affected or impaired by reason of the happening from time to time of any of the following: (i) extensions (whether or not material) of the time for payment of all or any portion of the Debt Obligations, (ii) the modification or amendment in any manner (whether or not material) of the Note or the Obligations, (iii) except for applicable statutes of limitations, any failure, delay or lack of diligence on the part of Lender, or any other person or entity to enforce, assert or exercise any right, privilege, power or remedy conferred on Lender or any other person or entity in the Note or at law, or any action on the part of Lender or such other person or entity granting indulgence or extension of any kind, (iv) the settlement or compromise of any Obligations and (v) the status, composition, structure or name of Obligor change, including, without limitation, by reason of merger, dissolution, consolidation or reorganization. NOTWITHSTANDING THE FOREGOING, THE LIABILITY OF GUARANTOR HEREUNDER SHALL BE LIMITED TO DIRECT, ACTUAL DAMAGES AND GUARANTOR SHALL NOT BE LIABLE UNDER THIS GUARANTY FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, IN TORT, CONTRACT OR OTHERWISE. Upon 30 Days written notice and with the prior written consent of Lender, which consent shall not be paid when dueunreasonably withheld, Guarantors, jointly and severally, will immediately pay this Guaranty may be replaced by (x) a guaranty in substantially similar form made by a guarantor of equal or better creditworthiness or (y) a letter of credit in favor of Lender in the Debt to the Purchasers or other Person entitled to it, in Dollars, regardless of (a) any defense, right of set-off or counterclaim which any Obligor may have or assert, (b) whether any Purchaser or any other Person shall have taken any steps to enforce any rights against any Obligor or any other Person to collect any amount of the Debtmaximum Limit (below defined), issued by a bank and (c) any other circumstance, condition or contingency. Notwithstanding any provision of this Guaranty or the Note Documents to the contrary, to the extent that in a legal proceeding brought within the applicable limitations period it is determined by the finalform, nonappealable order each of a court having jurisdiction over the issue and the applicable parties that any Guarantor received less than a reasonably equivalent value in exchange for such Guarantor's incurrence of its obligations under this Guaranty, then and only then the total liability of such Guarantor under this Guaranty which shall be limited reasonably satisfactory to the Guaranteed Debt applicable to such Guarantor. The Purchasers shall have the right to determine and designate from time to time, without notice or assent of Guarantor, which portions of the Debt shall be deemed included in the Guaranteed Debt. Each Guarantor acknowledges that such determination and designation shall be conclusive, absent manifest error. This Guaranty shall not fail or be ineffective or invalid or be considered too indefinite or contingent with respect to any Guarantor because the Guaranteed Debt applicable to such Guarantor may fluctuate from time to time or for any other reasonLender.

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

Payment Guaranty. Guarantors, as primary obligors and not as sureties, unconditionally, jointly and severally, guarantee to Agent for the Purchasers, for their pro-rata benefit in accordance with their respective rights under of the Note Documents, Banks the full, prompt and punctual payment of the Debt when due (whether at its stated maturity, by acceleration or otherwise) in accordance with the Note Loan Documents, to the extent set forth herein. This Guaranty is irrevocable, unconditional and absolute, and if for any reason all or any portion of the Debt shall not be paid when due, Guarantors, jointly and severally, will immediately pay the Debt to the Purchasers Agent or other Person entitled to it, in Dollars, regardless of (a) any defense, right of set-off or counterclaim which any Obligor may have or assert, (b) whether any Purchaser Agent or any other Person shall have taken any steps to enforce any rights against any Obligor or any other Person to collect any of the Debt, Debt and (c) any other circumstance, condition or contingency. Notwithstanding any provision of this Guaranty or the Note Documents any other Loan Document to the contrary, to the extent that in a legal proceeding brought within the applicable limitations period it is determined by the final, nonappealable order of a court having jurisdiction over the issue and the applicable parties that any Guarantor received less than a reasonably equivalent value in exchange for such Guarantor's incurrence of its obligations under this Guaranty, then and only then the total liability of such Guarantor under this Guaranty shall be limited to the Guaranteed Debt applicable to such Guarantor. The Purchasers Agent shall have the right to determine and designate from time to time, without notice or assent of such Guarantor, which portions of the Debt shall be deemed included in the Guaranteed Debt. Each Guarantor acknowledges that such determination and designation shall be conclusive, absent manifest error. This Guaranty shall not fail or be ineffective or invalid or be considered too indefinite or contingent with respect to any Guarantor because the Guaranteed Debt applicable to such Guarantor may fluctuate from time to time or for any other reason.

Payment Guaranty. Guarantors, as primary obligors and not as sureties, unconditionally, jointly and severally, guarantee to the Purchasers, for their pro-rata benefit in accordance with their respective rights under the Note Documents, the full, prompt and punctual payment of the Debt when due (whether at its stated maturity, by acceleration or otherwise) in accordance with the Note Documents, to the extent set forth herein. This Guaranty is irrevocable, unconditional and absolute, and if for any reason all or any portion of the Debt shall not be paid when due, Guarantors, jointly and severally, will immediately pay the Debt to the Purchasers or other Person entitled to it, in Dollars, regardless of (a) any defenseUpon the execution by Tenant of each Construction Contract from and after December 22, right 2016 with a price of set-off $250,000 or counterclaim which any Obligor may have or assert, more (b) whether any Purchaser or any other Person shall have taken any steps to enforce any rights against any Obligor or any other Person to collect any amount set forth in Section 5 of the DebtNew York State Lien Law, as it may be amended (“LL5”)), Tenant shall deliver, or cause to be delivered, to Landlord an executed Payment Guaranty, substantially in the form attached as Exhibit S hereof (the “Payment Guaranty”) executed by (i) with respect to Construction Contracts for the Tin Building Work, the ▇▇▇▇▇▇ ▇▇▇▇▇▇ Corporation and (cii) any other circumstance, condition or contingency. Notwithstanding any provision of this Guaranty or the Note Documents to the contrary, to the extent that in a legal proceeding brought within the applicable limitations period it is determined by the final, nonappealable order of a court having jurisdiction over the issue and the applicable parties that any Guarantor received less than a reasonably equivalent value in exchange for such Guarantor's incurrence of its obligations under this Guaranty, then and only then the total liability of such Guarantor under this Guaranty shall be limited to the Guaranteed Debt applicable to such Guarantor. The Purchasers shall have the right to determine and designate from time to time, without notice or assent of Guarantor, which portions of the Debt shall be deemed included in the Guaranteed Debt. Each Guarantor acknowledges that such determination and designation shall be conclusive, absent manifest error. This Guaranty shall not fail or be ineffective or invalid or be considered too indefinite or contingent with respect to any Guarantor because other Construction Contracts, any guarantor (including a construction manager or general contractor) reasonably acceptable to Landlord, for the Guaranteed Debt applicable benefit of each subcontractor which is engaged by the counterparty to such Guarantor Construction Contract, and Tenant shall cause such Payment Guaranty to be filed with the county clerk of New York County promptly after execution. (b) Each Construction Contract entered into by Tenant with a price in excess of the statutory amounts set forth in LL 5 shall make reference to the applicable Payment Guaranty. Tenant shall require (a) that any subcontract entered into by a Contractor that is a party to each such Construction Contract attach and make reference to the Payment Guaranty and state that such Payment Guaranty is an “undertaking guaranteeing prompt payment of moneys due” in fulfillment of the requirements of LL 5, and (b) such Contractor to provide written notice to any subcontractor, mechanic, laborer, vendor or materialman performing work at or on the Premises of the Payment Guaranty, and such written notice shall state that such Payment Guaranty is an “undertaking guaranteeing prompt payment of moneys due” in fulfillment of the requirements of LL 5. (c) The requirements of subsections (a) and (b) above shall not apply if Tenant elects to furnish, or cause to be furnished to, Landlord, solely for the benefit of each subcontractor engaged by the counterparty to the Construction Contract only and not as security under the Lease, with a payment bond, reasonably satisfactory to Landlord in form and substance and issued by a surety company licensed or authorized to do business in New York State that is approved by the Comptroller, in an amount equal to 100% of the aggregate costs and expenses of the Construction Contract being bonded (which such bond may fluctuate provide, by its terms, that the amount bonded thereunder be reduced by the amount of any payments made by Tenant to such subcontractor). (d) If prior to the Substantial Completion Date of the applicable Construction Work, the Payment Guaranty (or, as applicable, the payment bond) is canceled or otherwise ceases to be in full force and effect (other than pursuant to its terms), then, within 30 days after notice from time Landlord to time Tenant of the foregoing, Tenant shall provide a replacement guaranty or for any bond or other reasoncomparable security fulfilling the requirements of LL 5, as determined by Landlord in its sole discretion.

Payment Guaranty. Guarantors(a) To induce Seller to enter into this Agreement, as primary obligors Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees to Seller the due and punctual payment and performance of Parent’s obligations under this Agreement, including any Liabilities arising out of a breach thereof (collectively, the “Guaranteed Obligations”). This guarantee may not be revoked or terminated and shall remain in full force and effect without interruption and shall be binding on Guarantor and its successors and assigns until the Guaranteed Obligations have been satisfied in full. (b) The guaranty set forth in Section 5.6(a) (the “Guaranty”) is an absolute, unconditional and continuing guarantee of the full and punctual payment and performance by Parent of the Guaranteed Obligations and not as suretiesof collection. Should Parent default in the payment or performance of any of the Guaranteed Obligations, unconditionally, jointly Guarantor’s obligations hereunder shall become due and severally, guarantee payable to Seller. (c) Guarantor hereby represents and warrants to the PurchasersCompany that: (i) the execution, for their pro-rata benefit delivery and performance of this Agreement have been duly authorized by all necessary action and do not contravene any provision of Guarantor’s organizational documents or any Law or contractual restriction binding on Guarantor or its assets; (ii) this Agreement constitutes a legal, valid and binding obligation of Guarantor enforceable against Guarantor in accordance with their respective rights under the Note Documentsits terms, the full, prompt and punctual payment of the Debt when due (whether at its stated maturity, by acceleration or otherwise) in accordance with the Note Documents, subject to the extent set forth herein. This Guaranty is irrevocableeffect of any applicable bankruptcy, unconditional insolvency (including all Laws relating to Fraudulent transfers), reorganization, moratorium or similar Laws affecting creditors’ rights generally and absolute, and if for any reason all or any portion of the Debt shall not be paid when due, Guarantors, jointly and severally, will immediately pay the Debt subject to the Purchasers or other Person entitled to it, in Dollars, effect of general principles of equity (regardless of (a) any defense, right of set-off whether considered in an Action at law or counterclaim which any Obligor may have or assert, (b) whether any Purchaser or any other Person shall have taken any steps to enforce any rights against any Obligor or any other Person to collect any of the Debtin equity), and (ciii) any other circumstance, condition or contingency. Notwithstanding any provision of nothing in this Guaranty or the Note Documents to the contrary, to the extent that in a legal proceeding brought within the applicable limitations period it is determined by the final, nonappealable order of a court having jurisdiction over the issue and the applicable parties that any Guarantor received less than a reasonably equivalent value in exchange for such Agreement shall terminate Guarantor's incurrence of its ’s obligations under the Confidentiality Agreement. (d) Nothing in this GuarantySection 5.6 shall waive any defenses, then and only then the total liability counterclaims or rights of such Guarantor setoff that Parent may have under this Guaranty shall be limited to the Guaranteed Debt Agreement or applicable to such Guarantor. The Purchasers shall have the right to determine and designate from time to time, without notice or assent of Guarantor, which portions of the Debt shall be deemed included in the Guaranteed Debt. Each Guarantor acknowledges that such determination and designation shall be conclusive, absent manifest error. This Guaranty shall not fail or be ineffective or invalid or be considered too indefinite or contingent with respect to any Guarantor because the Guaranteed Debt applicable to such Guarantor may fluctuate from time to time or for any other reasonLaw.

Payment Guaranty. Guarantors(a) This Payment Guaranty is a guaranty of payment as set forth herein. (b) Subject to Section 13, as primary obligors and not as sureties, unconditionally, jointly and severally, guarantee with respect to the Purchasers, for their pro-rata benefit in accordance with their respective rights under the Note Documentsall Guaranteed Obligations, the full, prompt and punctual Concessionaire shall first make a written demand for payment of against the Debt when due (whether at its stated maturity, by acceleration or otherwise) Authority in accordance with the Note Documentsprocedures set forth in the Concession Agreement (a ―Claim‖) and shall within five (5) Business Days, provide a copy of such Claim to the extent set forth herein. This Guaranty is irrevocable, unconditional and absolute, and if for any reason all or any portion of the Debt shall not be paid when due, Guarantors, jointly and severally, will immediately pay the Debt to the Purchasers or other Person entitled to it, in Dollars, regardless of (a) any defense, right of set-off or counterclaim which any Obligor may have or assert, (b) whether any Purchaser or any other Person shall have taken any steps to enforce any rights against any Obligor or any other Person to collect any of the Debt, and Guarantor. (c) any other circumstance, condition or contingency. Notwithstanding any provision of this Guaranty or In the Note Documents event that a Claim is made and the Authority has neither (i) submitted such Claim to the contrarydispute resolution procedure provided in Article 19 of the Concession Agreement nor (ii) paid such Claim in full in cash on or before the expiry of all applicable grace and cure periods provided for under the Concession Agreement (including any period provided to obtain financing or required approvals for such payment), the Concessionaire shall promptly notify the Guarantor of such failure in writing and thereupon the Guarantor, within twenty (20) Business Days of receipt of such notice and written demand by the Concessionaire for payment, shall satisfy such Claim in full in cash, including any interest accrued thereon from the date such payment was due from the Authority to the extent that in a legal proceeding brought within the applicable limitations period it is determined date of such payment by the Guarantor, at a rate per annum equal to the Bank Rate, calculated annually and payable monthly. (d) If a Claim is submitted to the dispute resolution procedure provided in Article 19 of the Concession Agreement, and a final, nonappealable order non-appealable decision is issued pursuant to such procedure ordering payment by the Authority to the Concessionaire (a ―Final Decision‖), but the Authority does not make such payment on or before the expiry of a court having jurisdiction over the issue all applicable grace and the applicable parties that any Guarantor received less than a reasonably equivalent value in exchange cure periods provided for such Guarantor's incurrence of its obligations payment under this Guarantythe Concession Agreement (including such periods provided to obtain financing or required approvals for such payment), then and only then the total liability within twenty (20) Business Days of receipt of evidence of such Final Decision, together with a written notice of the Authority’s failure to pay and written demand by the Concessionaire for payment, the Guarantor under this Guaranty shall be limited make such payment in full in cash to the Guaranteed Debt applicable Concessionaire, including any interest accrued thereon from the date such payment was due from the Authority to the date of such payment by the Guarantor, at a rate per annum equal to the Bank Rate, calculated annually and payable monthly. The Purchasers shall have the right to determine and designate from time to time, without notice or assent of Guarantor, which portions of the Debt shall be deemed included in the Guaranteed Debt. Each Guarantor acknowledges that such determination and designation Final Decision shall be conclusivefinal and binding on the Guarantor and that, absent manifest error. This Guaranty notwithstanding Section 1, the Guarantor shall have no defense that the amount adjudicated in the Final Decision is not fail due and owing (other than payment having been made in full), whether or be ineffective or invalid or be considered too indefinite or contingent with respect to any Guarantor because not an available defense was raised in the Guaranteed Debt applicable to such Guarantor may fluctuate from time to time or for any other reasondispute resolution procedure that resulted in the Final Decision.

Payment Guaranty. Guarantors, as primary obligors and not as sureties, Guarantors unconditionally, jointly and severally, severally guarantee to Administrative Agent for the Purchasers, for their pro-rata ratable benefit in accordance with their respective rights under the Note Documents, of Lenders the full, prompt and punctual payment of the Debt when due (whether at its stated maturity, by acceleration or otherwise) in accordance with the Note Loan Documents, to the extent set forth herein. This Guaranty is irrevocable, unconditional and absolute, and if for any reason all or any portion of the Debt shall not be paid when due, Guarantors, jointly and severally, Guarantors will immediately pay the Debt to the Purchasers Administrative Agent or other Person entitled to it, in Dollars, regardless of (a) any defense, right of set-off or counterclaim which any Obligor may have or assert, assert (other than a defense that the Debt has been paid in full) and (b) whether any Purchaser Administrative Agent or any other Person shall have taken any steps to enforce any rights against any Obligor or any other Person to collect any of the Debt, and (c) any other circumstance, condition or contingency. Notwithstanding any provision of this Guaranty or the Note Documents to the contraryforegoing, to the extent that in a legal proceeding brought within the applicable limitations period it is determined by the final, nonappealable non-appealable order of a court having jurisdiction over the issue and the applicable parties that any applicable Guarantor received less than a reasonably equivalent value in exchange for such Guarantor's its incurrence of its obligations under this Guaranty, then and only then the total liability of such Guarantor under this Guaranty shall be limited to the Guaranteed Debt applicable to for such Guarantor. The Purchasers Administrative Agent shall have the right to determine and designate from time to time, without notice or assent of any Guarantor, which portions of the Debt shall be deemed included in the Guaranteed DebtDebt for any Guarantor. Each Guarantor acknowledges that such determination and designation shall be conclusive, absent manifest error. This Guaranty shall not fail or be ineffective or invalid or be considered too indefinite or contingent with respect to any Guarantor because the amount of the Guaranteed Debt for any applicable to such Guarantor may fluctuate from time to time or for any other reason.

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

Payment Guaranty. GuarantorsGuarantor, as primary obligors obligor and not as suretiesa surety, unconditionally, jointly and severally, guarantee unconditionally guarantees to Agent for the Purchasers, for their pro-rata ratable benefit in accordance with their respective rights under the Note Documents, of Lenders the full, prompt and punctual payment of the Debt when due (whether at its stated maturity, by acceleration or otherwise) in accordance with the Note Loan Documents, to the extent set forth herein. This Guaranty is irrevocable, unconditional and absolute, and if for any reason all or any portion of the Debt shall not be paid when due, GuarantorsGuarantor will, jointly and severallyupon written demand, will immediately pay to Agent the Debt to the Purchasers or other Person entitled to itamount demanded, in Dollars, regardless of (a) any defense, right of set-off or counterclaim which any Obligor may have or assert, assert and (b) whether any Purchaser Agent or any other Person shall have taken any steps to enforce any rights against any Obligor or any other Person to collect any of the Debt, and (c) any other circumstance, condition or contingency. .. Notwithstanding any provision of this Guaranty or the Note Documents to the contraryforegoing, to the extent that in a legal proceeding brought within the applicable limitations period it is determined by the final, nonappealable non-appealable order of a court having jurisdiction over the issue and the applicable parties that any Guarantor received less than a reasonably equivalent value in exchange for such Guarantor's its incurrence of its obligations under this Guaranty, then and only then the total liability of such Guarantor under this Guaranty shall be limited to the Guaranteed Debt applicable to such for Guarantor. The Purchasers Agent shall have the right to determine and designate from time to time, without notice or assent of Guarantor, which portions of the Debt shall be deemed included in the Guaranteed DebtDebt for Guarantor. Each Guarantor acknowledges that such determination and designation shall be conclusive, absent manifest error. This Guaranty shall not fail or be ineffective or invalid or be considered too indefinite or contingent with respect to any Guarantor because the Guaranteed Debt applicable to such for Guarantor may fluctuate from time to time or for any other reason.

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

Payment Guaranty. GuarantorsAs an inducement to Bank to make a Loan (as defined below) to PAR PACIFIC HAWAII PROPERTY COMPANY, LLC, a Delaware limited liability company (“Borrower”), and as primary obligors specifically required by Bank, Guarantor absolutely and not as sureties, unconditionally, unconditionally guaranties (both jointly and severallyseverally with other guarantors, guarantee if any) pursuant to this Guaranty to Bank the Purchasers, for their pro-rata benefit in accordance with their respective rights under the Note Documents, the full, prompt punctual and punctual complete payment of the Debt when due (whether at its the stated maturity, by acceleration or otherwise) in accordance with of the Note Documentsfollowing; provided, that, notwithstanding anything to the extent set forth herein. This contrary contained in the Loan Documents or this Guaranty, the obligations of Guarantor under this Guaranty is irrevocable, unconditional and absolute, and if for shall exclude any reason all or any portion of the Debt shall not be paid when due, Guarantors, jointly and severally, will immediately pay the Debt Excluded Swap Obligations (as hereinafter defined) with respect to the Purchasers or other Person entitled to it, in Dollars, regardless of Guarantor: (a) any defenseall present and future indebtedness evidenced by the promissory note dated March 29, right 2019 (the “Note”) in the principal amount of set-off or counterclaim $45,000,000.00 (which any Obligor may have or assertevidences a term loan “Loan”), executed by Borrower in favor of Bank including principal, interest and all other amounts payable under the terms of the Note (the “Loan Indebtedness”); (b) whether any Purchaser and all payment obligations under all other documents now or any other Person shall have taken any steps to enforce any rights against any Obligor hereafter evidencing or any other Person to collect any of securing the DebtLoan Indebtedness, including, without limitation, a Loan Agreement made by and between Bank and Borrower and governing the Loan (the “Loan Agreement”); and (c) any and all payment obligations under that certain swap transaction (the “Swap”) with Bank (collectively the “Swap Obligations”), if any, evidenced and governed by an ISDA Master Agreement and schedule thereto and confirmations thereunder between Bank and Borrower (the “ISDA Master Agreement”) and all other circumstance, condition instruments and documents made by Borrower or contingency. Notwithstanding any provision of this Guaranty or the Note Documents others related to the contrarySwap, including, without limitation, a confirmation between Bank and Borrower with respect to a notional amount of $45,000,000.00, that shall form a part of and be subject to the extent that ISDA Master Agreement; and (d) any and all obligations under all other documents now or hereafter securing the Loan Indebtedness and/or the Swap Obligations, including, without limitation, the First Mortgage, Security Agreement and Fixture Filing dated as of the date hereof, executed by Borrower in a legal proceeding brought within favor of Bank. For convenience, any and all documents evidencing or securing the applicable limitations period it is determined Loan evidenced by the finalNote, nonappealable order of a court having jurisdiction over as such documents shall be amended from time to time, are herein collectively called the issue “Loan Documents”. Any and all documents evidencing, securing or pertaining to the applicable parties Swap (including, without limitation, the ISDA Master Agreement), as such documents shall be amended from time to time are herein collectively called the “Swap Documents”. The term “Obligations” shall collectively mean all obligations with respect to the Loan Indebtedness pursuant to the Loan Documents and all obligations with respect to the Swap Obligations pursuant to the Swap Documents; provided, however, that any Guarantor received less than a reasonably equivalent value notwithstanding anything to the contrary contained in exchange for such Guarantor's incurrence of its obligations under the Loan Documents or this Guaranty, then and only then the total liability “Obligations” of such Guarantor under this Guaranty shall be limited exclude any Excluded Swap Obligations with respect to the Guaranteed Debt applicable to such Guarantor. The Purchasers Capitalized terms not specifically defined in this Guaranty shall have the right to determine and designate from time to time, without notice or assent of Guarantor, which portions of the Debt shall be deemed included same meanings as provided in the Guaranteed DebtLoan Agreement. Each Guarantor acknowledges that In each case such determination and designation shall be conclusive, absent manifest error. This Guaranty shall not fail or be ineffective or invalid or be considered too indefinite or contingent with respect to any Guarantor because the Guaranteed Debt applicable to such Guarantor Obligations may fluctuate from time to time be supplemented, modified, amended, renewed and extended, whether evidenced by new or for additional documents or resulting in a change in the interest rate on any other reasonLoan Indebtedness or otherwise.

Payment Guaranty. Guarantors, as primary obligors Guarantor hereby guarantees and not as sureties, unconditionally, jointly and severally, guarantee agrees that it shall be liable to Lender without any limitation for the Purchasers, for their pro-rata benefit in accordance following (together with their respective rights under the Note Documents, the full, prompt and punctual payment of the Debt when due (whether at its stated maturity, by acceleration or otherwise) in accordance with the Note Documents, to the extent set forth herein. This Guaranty is irrevocable, unconditional and absolute, and if for any reason all or any portion of the Debt shall not be paid when due, Guarantors, jointly and severally, will immediately pay the Debt to the Purchasers or other Person entitled to it, in Dollars, regardless of (a) any defense, right of set-off or counterclaim which any Obligor may have or assert, (b) whether any Purchaser or any other Person shall have taken any steps to enforce any rights against any Obligor or any other Person to collect any of the Debt, and (c) any other circumstance, condition or contingency. Notwithstanding any provision of this Guaranty or the Note Documents to the contrary, to the extent that in a legal proceeding brought within the applicable limitations period it is determined by the final, nonappealable order of a court having jurisdiction over the issue and the applicable parties that any Guarantor received less than a reasonably equivalent value in exchange for such Guarantor's incurrence of its ’s obligations under Sections 2 and 4 of this Guaranty, then the “Guaranteed Obligations”): 1.1 the entire principal sum outstanding under the Note, together with accrued interest and only then other amounts payable thereunder and under all of the total liability of Loan Documents, as such Guarantor under this Guaranty amount shall be limited to the Guaranteed Debt applicable to such Guarantor. The Purchasers shall have the right to determine and designate outstanding from time to time, without notice if (1) a voluntary bankruptcy or assent insolvency proceeding is commenced by Borrower or Mortgage Borrower, (2) an involuntary bankruptcy or insolvency proceeding of GuarantorBorrower or Mortgage Borrower which is commenced by any party Controlling, which portions Controlled by or under common Control with Borrower, Mortgage Borrower or Guarantor or any creditor or claimant acting in collusion with Borrower or Mortgage Borrower or any of the Debt shall be deemed included foregoing parties, or (3) any breach of the covenants set forth in Section 9.7 of the Loan Agreement, titled “Assignment”, but solely to the extent relating to (x) Mortgage Borrower’s transfer of the fee interest in the Guaranteed Debt. Each Guarantor acknowledges Property or any material portion thereof or Borrower’s transfer of any interest in the Collateral, or (y) direct and/or indirect transfers of equity in Mortgage Borrower or Borrower that such determination and designation shall be conclusiveresult in (i) a Change of Control or (ii) a violation of clause (i)(b), absent manifest error. This Guaranty shall not fail (i)(c) or be ineffective or invalid or be considered too indefinite or contingent with respect to any Guarantor because (i)(d) of the Guaranteed Debt applicable to such Guarantor may fluctuate from time to time or for any other reason.definition of Permitted Transfer;

Payment Guaranty. GuarantorsIn order to induce the Administrative Agent and the Lenders to enter into this Agreement and to maintain credit hereunder, and in recognition of the direct benefits to be received by Payment Guarantor from the restructuring of the Existing Loans pursuant to the terms of this Agreement and the other Loan Documents, Payment Guarantor hereby agree with the Secured Parties as follows: Payment Guarantor hereby unconditionally and irrevocably guarantees as primary obligors obligor and not merely as suretiessurety the full and prompt payment when due, unconditionally, jointly and severally, guarantee to the Purchasers, for their pro-rata benefit in accordance with their respective rights under the Note Documents, the full, prompt and punctual payment of the Debt when due (whether at its stated upon maturity, by acceleration or otherwise, of any and all of the Guaranteed Obligations of the Borrower to the Secured Parties. If any or all of the Guaranteed Obligations of the Borrower to the Secured Parties becomes due and payable hereunder, Payment Guarantor, unconditionally and irrevocably, promises to pay such indebtedness to the Administrative Agent and/or the other Secured Parties, or order, on demand, together with any and all expenses which may be incurred by the Administrative Agent and the other Secured Parties in collecting any of the Guaranteed Obligations. If claim is ever made upon any Secured Party for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower), then and in accordance with such event Payment Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Payment Guarantor, notwithstanding any revocation of this Payment Guaranty or other instrument evidencing any liability of the Note DocumentsBorrower, and Payment Guarantor shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee. Should, contrary to the intent of the parties that this Agreement be governed by the laws of the State of New York, it be determined that Payment Guarantor is entitled to the benefits of NRS 40.430, to the fullest extent set forth herein. This Guaranty is irrevocablepermitted by applicable law, unconditional and absoluteincluding NRS 40.495, and if for any reason all or any portion of Payment Guarantor hereby waives the Debt shall not be paid when due, Guarantors, jointly and severally, will immediately pay the Debt to the Purchasers or other Person entitled to it, in Dollars, regardless of (a) any defense, right of set-off or counterclaim which any Obligor may have or assert, (b) whether any Purchaser or any other Person shall have taken any steps to enforce any rights against any Obligor or any other Person to collect any of the Debt, and (c) any other circumstance, condition or contingency. Notwithstanding any provision of this Guaranty or the Note Documents to the contrary, to the extent that in a legal proceeding brought within the applicable limitations period it is determined by the final, nonappealable order of a court having jurisdiction over the issue and the applicable parties that any Guarantor received less than a reasonably equivalent value in exchange for such Guarantor's incurrence of its obligations under this Guaranty, then and only then the total liability of such Guarantor under this Guaranty shall be limited to the Guaranteed Debt applicable to such Guarantor. The Purchasers shall have the right to determine and designate from time to time, without notice or assent of Guarantor, which portions of the Debt shall be deemed included in the Guaranteed Debt. Each Guarantor acknowledges that such determination and designation shall be conclusive, absent manifest error. This Guaranty shall not fail or be ineffective or invalid or be considered too indefinite or contingent with respect to any Guarantor because the Guaranteed Debt applicable to such Guarantor may fluctuate from time to time or for any other reasonsame.

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