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

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

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

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

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

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

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

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

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

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

Representations, Warranties and Covenants of Guarantor. Guarantor hereby represents, warrants, and covenants that (a) Guarantor has a financial interest hereby represents and warrants that (i) it is duly organized and validly existing in good standing under the Other Borrower laws of the jurisdiction under which it is organized and is duly qualified to do business and is in good standing in every other jurisdiction as to which the nature of the business conducted by it makes such qualification necessary (except where the failure to be so qualified will derive not have a material adverse effect on its financial condition), (ii) it has power and substantial benefitauthority to enter into and perform this Guaranty, directly or indirectly, from the making of the Loan to the Other Borrower; (biii) this Guaranty is duly authorized and valid, and is binding upon and enforceable against Guarantor; (c) Guarantor is not, and the execution, delivery and performance by Guarantor of this Guaranty will by it have been duly authorized by proper action and are not cause Guarantor in contravention of law or of the terms of its Articles of Incorporation or By-Laws, or any material agreement, instrument, indenture or other material undertaking to bewhich it is a party or by which it is bound, (iv) all registrations and approvals of any governmental agency, department or commission necessary for the execution, delivery and performance of this Guaranty and for the validity and enforceability thereof, have been obtained and are in full force and effect, (v) this Guaranty is the legal, valid and binding obligation of the Guarantor, enforceable against the Guarantor, in violation accordance with its terms, subject to bankruptcy, insolvency and similar laws and to the availability of equitable remedies, (vi) except as described on Schedule A hereto, no legal proceedings are pending, or in default with respect threatened, before any court or governmental agency which would materially and adversely affect its financial condition, operations or any licenses or its ability to any law or in default perform under this Guaranty, (or at risk of acceleration of indebtedness) under any agreement or restriction by which Guarantor is bound or affected; (dvii) the Guarantor will indemnify the Lender from any loss, cost or expense as a result of any representation or warranty has received and reviewed copies of the Guarantor being false, incorrect, incomplete or misleading in any material respect; (e) there is no litigation pending or, to the knowledge of Guarantor, threatened before or by any tribunal against or affecting Guarantor which, if adversely determined, would materially affect the ability of Guarantor to perform its obligations hereunder; (f) all financial statements and information heretofore furnished to Lender by Guarantor doFinancing Facility Agreement, and all financial statements and information hereafter furnished to Lender by (viii) the Guarantor will, fully and accurately present the condition is a qualified real estate investment trust (financial or otherwise“REIT”) of Guarantor as of their dates and the results of Guarantor's operations for the periods therein specified, and, since the date under Section 856 of the most recent financial statements Internal Revenue Code of Guarantor heretofore furnished to Lender1986, no material adverse change has occurred in as amended (the financial condition of Guarantor, nor, except as heretofore disclosed in writing to Lender, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (g) after giving effect to this Guaranty, Guarantor is solvent“Code”), and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; (h) Lender has no duty at any time to investigate or inform Guarantor is in compliance with all provisions of the financial or business condition or affairs of the Other Borrower or any change therein, and Guarantor will keep fully appraised of the Other Borrower' financial and business condition; (i) Guarantor acknowledges and agrees that Guarantor may be required to pay and perform the Guaranteed Obligations in full without assistance or support from the Other Borrower or any other party; (j) Intentionally deleted; and (k) Guarantor has read and fully understands the provisions contained in the Loan Documents. Guarantor's representations, warranties and covenants are a material inducement to Lender to make the Loan and enter into the Loan Documents, and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting the Other Borrower, Guarantor, any other party, or any security for all or any part of the Guaranteed ObligationsCode governing its REIT status.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Representations, Warranties and Covenants of Guarantor. Guarantor hereby represents, warrants, warrants and covenants that to the Lenders as follows: (a) Guarantor is a corporation duly incorporated, validly existing and in good standing under the laws of the State of __________ and has the requisite corporate power to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. Guarantor is duly qualified as a financial interest foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except for any jurisdiction(s) (alone or in the Other Borrower and aggregate) in which the failure to be so qualified will derive not have a material and substantial benefit, directly or indirectly, from the making of the Loan to the Other Borrower; Material Adverse Effect. (b) Guarantor has the requisite corporate power and authority to enter into and perform this Guaranty, and each other agreement and document contemplated hereby. The execution, delivery and performance of this Guaranty is by Guarantor and the consummation by it of the transactions contemplated hereby have been duly and validly authorized and validby all necessary corporate action, and no further consent or authorization of Guarantor, its Board of Directors or its stockholders is required. This Guaranty has been duly executed and delivered by Guarantor, and constitutes a valid and binding upon and obligation of Guarantor enforceable against Guarantor; Guarantor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor's rights and remedies or by other equitable principles of general application. (c) Guarantor is notnot insolvent, and Guarantor will not be rendered insolvent by execution of this Guaranty or any other Transaction Document to which Guarantor is a party or by the execution, delivery consummation of the transactions contemplated hereby or thereby. (d) The consummation of the transactions contemplated hereby and the performance by Guarantor of its obligations under this Guaranty or any other Transaction Document to which Guarantor is a party will not cause Guarantor result in any breach of, give rise to bea lien under, in violation or constitute a default under, any mortgage, deed of trust, lease, bank loan or in default with respect to credit agreement, any law or in default (or at risk of acceleration of indebtedness) under any operating agreement, partnership agreement, corporate charter, by-laws, shareholder agreement or restriction other agreement or instrument to which Guarantor is a party or by which Guarantor is or its properties or assets may be bound or affected; (d) the Guarantor will indemnify the Lender from any loss, cost or expense as a result of any representation or warranty of the Guarantor being false, incorrect, incomplete or misleading in any material respect; . (e) Except as disclosed in writing to the Lenders, there is are no litigation pending actions, suits or proceedings pending, or, to the knowledge of Guarantor, threatened against or affecting Guarantor, at law or in equity, before or by any tribunal against governmental authority, and Guarantor is not subject to, in default of or affecting Guarantor whichin violation with respect to any order, if writ, injunction, decree or demand of any court or any governmental authority that could materially adversely determined, would materially affect the ability of Guarantor to perform its Guarantor's obligations hereunder; . (f) all financial statements and information heretofore furnished Guarantor is deriving or expects to Lender by Guarantor do, and all financial statements and information hereafter furnished to Lender by Guarantor will, fully and accurately present the condition (derive a financial or otherwise) of Guarantor as of their dates other advantage from each and every obligation incurred by the results of Guarantor's operations for Borrower to the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to Lender, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to Lender, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; Lenders. (g) after giving effect to this Guaranty, Guarantor is solventhereby acknowledges receipt of copies of, and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; hereby approves, the Purchase Agreement and the other Transaction Documents. (h) Lender has no duty at any time to investigate or inform Guarantor of the financial or business condition or affairs of the Other Borrower or any change therein, and Guarantor will keep fully appraised of the Other Borrower' financial and business condition; (i) Guarantor acknowledges and agrees that the Lenders may apply any payments (other than payments made by Guarantor hereunder) or recoveries received after a default under any of the Transaction Documents to principal, interest, fees, expenses and other sums due with respect to the Loans in such order as may be required to pay and perform the Guaranteed Obligations in full without assistance or support from the Other Borrower or any other party; (j) Intentionally deleted; and (k) Guarantor has read and fully understands the provisions contained provided in the Loan DocumentsPurchase Agreement or the other Transaction Documents or, to the extent not so provided, in such order as the Lenders, in their sole discretion, may elect. Guarantor's representations, warranties and covenants are a material inducement to Lender to make the Loan and enter into the Loan Documents, and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting the Other Borrower, Guarantor, any other party, or any security for all or any part of the Guaranteed Obligations4.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Representations, Warranties and Covenants of Guarantor. Guarantor hereby represents, warrants, and covenants that that: (a) Guarantor has a financial interest (indirectly) in the Other Borrower and will derive a material and substantial benefit, directly or indirectly, from the making of the Loan to Borrower and from the Other Borrowermaking of this Guaranty by Guarantor; (b) this Guaranty is duly authorized and valid, and is binding upon and enforceable against Guarantor; (c) Guarantor is not, and the execution, delivery and performance by Guarantor of this Guaranty will not cause Guarantor to be, in violation of or in default with respect to any law or in default (or at risk of acceleration of indebtedness) under any agreement or restriction by which Guarantor is bound or affected; (d) unless Guarantor is a natural person, Guarantor is duly organized, validly existing, and in good standing under the Guarantor will indemnify the Lender from any loss, cost or expense as a result of any representation or warranty laws of the Guarantor being false, incorrect, incomplete or misleading in any material respectstate of its organization and has full power and authority to enter into and perform this Guaranty; (e) there is no material litigation pending with respect to which process has been served or, to the knowledge of Guarantor, threatened by or before or by any tribunal against or affecting Guarantor which, if adversely determined, would materially affect the have a material adverse effect on Guarantor’s ability of Guarantor to perform its obligations 11 hereunder; (f) all financial statements and information heretofore furnished to Lender Administrative Agent by Guarantor do, and all financial statements and information hereafter furnished to Lender Administrative Agent by Guarantor will, fully and accurately present the condition (financial or otherwise) of Guarantor as of their dates and the results of Guarantor's ’s operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to LenderAdministrative Agent, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to LenderAdministrative Agent, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (g) after giving effect to this Guaranty, Guarantor is solvent, is not engaged or about to engage in business or a transaction for which the property of Guarantor is an unreasonably small capital, and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; and (h) Lender has no duty at any time to investigate or inform Guarantor of the financial or business condition or affairs of the Other Borrower or any change therein, and Guarantor will keep fully appraised of the Other Borrower' financial and business condition; (i) Guarantor acknowledges and agrees that Guarantor may be required to pay and perform the Guaranteed Obligations in full without assistance or support from the Other Borrower or any other party; (j) Intentionally deleted; and (k) Guarantor has read and fully understands the provisions contained in the Note, the Loan Agreement, each Security Instrument, the Environmental Agreement and the other Loan Documents. Guarantor's ’s representations, warranties and covenants are a material inducement to Lender Administrative Agent to make the Loan and enter into the other Loan DocumentsDocuments and any Swap Contract, and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting the Other Borrower, Guarantor, any other party, or any security for all or any part of the Guaranteed Obligations. Section 14.

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

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

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

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

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

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

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

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

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

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

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

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