Common use of Guaranty of Payment and Performance Clause in Contracts

Guaranty of Payment and Performance. Guarantor acknowledges and ----------------------------------- agrees that this is a guaranty of payment and performance and not mere collection. The liability of Guarantor under this Agreement shall be direct and immediate and not conditional or contingent upon the pursuit of any remedies against Tenant or any other person or entity. Guarantor waives any right to require that an action be brought against Tenant or any other person or entity. In the event, on account of the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, Tenant shall be relieved of the Lease or any debt, obligation or liability as provided in the Lease, Guarantor shall nevertheless be fully liable for the complete and timely performance of all obligations imposed on Tenant by the Lease throughout the entire term of the Lease, all to the same extent as if Guarantor had been the original tenant thereunder and the Lease shall be deemed unaffected by any such relief granted to Tenant. In the event of a default under the Lease which is not cured within any applicable grace or cure period, Landlord shall have the right to enforce its rights, powers and remedies thereunder or hereunder, in any order to the maximum extent permitted by law, and all rights, powers and remedies provided thereunder or hereunder or by law or in equity. If the obligations guaranteed hereby are partially performed, paid or discharged by reason of the exercise of any of the remedies available to Landlord, this Agreement shall nevertheless remain in full force and effect, and Guarantor shall continue to be liable for all remaining obligations guaranteed hereby, even though any rights which Guarantor may have against Tenant may be destroyed or dismissed by the exercise of any such remedy.

Guaranty of Payment and Performance. Guarantor acknowledges and ----------------------------------- agrees that this is a guaranty of payment and performance and not mere collection. The liability of Guarantor under this Agreement shall be direct and immediate and not conditional or contingent upon the pursuit of any remedies against Tenant or any other person or entity. Guarantor waives any right to require that an action be brought against Tenant or any other person or entity. In the event, on account of the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, Tenant shall be relieved of the Lease or any debt, obligation or liability as provided in the Lease, Guarantor shall nevertheless be fully liable for the complete and timely performance of all obligations imposed on Tenant by the Lease throughout the entire term of the Lease, all to the same extent as if Guarantor had been the original tenant thereunder and the Lease shall be deemed unaffected by any such relief granted to Tenant. In the event of a default under the Lease which is not cured within any applicable grace or cure period, Landlord shall have the right to enforce its rights, powers and remedies thereunder or hereunder, in any order to the maximum extent permitted by law, and all rights, powers and remedies provided thereunder or hereunder or by law or in equity. If the obligations guaranteed hereby are partially performed, paid or discharged by reason of the exercise of any of the remedies available to Landlord, this Agreement shall nevertheless remain in full force and effect, and Guarantor shall continue to be liable for all remaining obligations guaranteed hereby, even though any rights which Guarantor may have against Tenant may be destroyed or dismissed by the exercise of any such remedy.

Guaranty of Payment and Performance. Guarantor acknowledges and ----------------------------------- agrees that this is a guaranty of payment and performance and not mere collection. Guarantor is executing this Agreement as a primary obligor and not merely as a surety. The liability of Guarantor under this Agreement shall be direct and immediate and not conditional or contingent upon the pursuit of any remedies against Tenant or any other person or entity. Guarantor waives any right to require that an action be brought against Tenant or any other person or entity. In the event, on account of the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, Tenant shall be relieved of the Lease or any debt, obligation or liability as provided in the Lease, Guarantor shall nevertheless be fully liable for the complete and timely performance of all obligations imposed on Tenant by the Lease throughout the entire term of the Lease, all to the same extent as if Guarantor had been the original tenant thereunder and the Lease shall be deemed unaffected by any such relief granted to Tenant. In the event If there occurs an Event of a default Default under the Lease which is not cured within any applicable grace or cure period, Landlord shall have the right to enforce its rights, powers and remedies thereunder or hereunder, in any order to the maximum extent permitted by law, and all rights, powers and remedies provided thereunder or hereunder or by law or in equity. If the obligations guaranteed hereby are partially performed, paid or discharged by reason of the exercise of any of the remedies available to Landlord, this Agreement shall nevertheless remain in full force and effect, and Guarantor shall continue to be liable for all remaining obligations guaranteed hereby, even though any rights which Guarantor may have against Tenant may be destroyed or dismissed by the exercise of any such remedy. If at any time any payment by Tenant of any obligation under the Lease is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of Tenant or upon or as a result of the appointment of a receiver, intervener or conservator of, or trustee or similar officer for, Tenant or any substantial part of its property or otherwise, Guarantor’s obligations hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time.

Guaranty of Payment and Performance. Guarantor acknowledges and ----------------------------------- agrees that this This is a guaranty of payment and performance and not mere a guaranty of collection. The liability of , and each Subsidiary Guarantor under this Agreement shall be direct and immediate and not conditional or contingent upon the pursuit of any remedies against Tenant or any other person or entity. Guarantor hereby waives any right to require that an any action on or in respect of any Note Document, the Guaranty Agreement or any instrument or agreement relating to the Guaranteed Obligations be brought against Tenant the Company, the Parent, any other Subsidiary Guarantor or any other person Person or entity. In that resort be had to any direct or indirect security for the eventNotes, on account of for the Bankruptcy Reform Act of 1978, as amended, Guaranty Agreement or for this Subsidiary Guaranty Agreement or any other debtor relief law (whether statutoryremedy. Any Beneficiary may, common lawat its option, case law proceed hereunder against any Subsidiary Guarantor in the first instance to collect monies when due, the payment of which is guaranteed hereby, without first proceeding against the Company, the Parent, any other Subsidiary Guarantor or otherwise) any other Person and without first resorting to any direct or indirect security for the Notes, for the Guaranty Agreement or for this Subsidiary Guaranty Agreement or any other remedy. The liability of each Subsidiary Guarantor hereunder shall in no way be affected or impaired by any acceptance by any Beneficiary of any jurisdiction whatsoeverdirect or indirect security for, now or hereafter in effectother guaranties of, which may be the Guaranteed Obligations or become applicableby any failure, Tenant shall be relieved delay, neglect or omission by any Beneficiary to realize upon or protect any of the Lease Guaranteed Obligations or any debt, obligation Notes or liability as provided in the Lease, Guarantor shall nevertheless be fully liable for the complete and timely performance of all obligations imposed on Tenant by the Lease throughout the entire term of the Lease, all to other instruments evidencing the same extent as if Guarantor had been the original tenant thereunder and the Lease shall or any direct or indirect security therefor or by any approval, consent, waiver, or other action taken or omitted to be deemed unaffected taken by any such relief granted to TenantBeneficiary. In Each Subsidiary Guarantor (i) acknowledges that certain obligations of the event of a default Company under the Lease which is not cured within Note Agreement will survive the payment or transfer of any applicable grace Note and the termination of the Note Agreement, (ii) acknowledges that certain obligations of the Parent under the Guaranty Agreement will survive the payment or cure period, Landlord shall have transfer of any Note and the right to enforce its rights, powers and remedies thereunder or hereunder, in any order to termination of the maximum extent permitted by lawGuaranty Agreement, and all rights, powers and remedies provided thereunder or hereunder or by law or in equity. If (iii) agrees that the obligations guaranteed hereby are partially performed, paid of each Subsidiary Guarantor hereunder with respect to such surviving obligations shall also survive the payment or discharged by reason transfer of any Note and the termination of the exercise of any of Note Agreement and the remedies available to Landlord, this Agreement shall nevertheless remain in full force and effect, and Guarantor shall continue to be liable for all remaining obligations guaranteed hereby, even though any rights which Guarantor may have against Tenant may be destroyed or dismissed by the exercise of any such remedyGuaranty Agreement.

Guaranty of Payment and Performance. Guarantor acknowledges and agrees ----------------------------------- agrees that this is a guaranty of payment and performance and not mere collection. The liability of Guarantor under this Agreement shall be direct and immediate and not conditional or contingent upon the pursuit of any remedies against Tenant or any other person or entity. Guarantor waives any right to require that an action be brought against Tenant or any other person or entity. In the event, on account of the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, Tenant shall be relieved of the Lease or any debt, obligation or liability as provided in the Lease, Guarantor shall nevertheless be fully liable for the complete and timely performance of all obligations imposed on Tenant by the Lease throughout the entire term of the Lease, all to the same extent as if Guarantor had been the original tenant thereunder and the Lease shall be deemed unaffected by any such relief granted to Tenant. In the event of a default under the Lease which is not cured within any applicable grace or cure period, Landlord shall have the right to enforce its rights, powers and remedies thereunder or hereunder, in any order to the maximum extent permitted by law, and all rights, powers and remedies provided thereunder or hereunder or by law or in equity. If the obligations guaranteed hereby are partially performed, paid or discharged by reason of the exercise of any of the remedies available to Landlord, this Agreement shall nevertheless remain in full force and effect, and Guarantor shall continue to be liable for all remaining obligations guaranteed hereby, even though any rights which Guarantor may have against Tenant may be destroyed or dismissed by the exercise of any such remedy.

Guaranty of Payment and Performance. The Guarantors hereby unconditionally and irrevocably guaranty to Agent and Banks the punctual payment and performance when due, whether at stated maturity, by acceleration or otherwise, of the Obligations. Without limitation of the foregoing, the Obligations shall include (a) all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by Agent and Banks in collecting any amount due Agent and Banks under this Guaranty or in prosecuting any action against Borrower, any Guarantor acknowledges or any other guarantor with respect to all or any part of the Obligations (collectively, the “Enforcement Costs”), and ----------------------------------- agrees (b) all interest, fees, costs and expenses due Agent and Banks after the filing of a bankruptcy petition by or against any Guarantor or Borrower regardless of whether such amounts can be collected during the pendency of the bankruptcy proceedings. The Guarantors agree that this Guaranty is a present and continuing guaranty of payment and performance not of collectibility, and that Banks shall not mere be required to prosecute collection. The liability of Guarantor under this Agreement shall be direct and immediate and not conditional , enforcement or contingent upon the pursuit of any other remedies against Tenant Borrower, any other guarantor of the Obligations or any other person Person before calling on the Guarantors for payment. The Guarantors agree that if, for any reason, Borrower or entityany other guarantor of the Obligations shall fail or be unable to pay, punctually and fully, any of the Obligations, the Guarantors shall pay such obligations to Banks in full immediately upon demand. Guarantor waives any right to require The Guarantors agree that an action one or more successive actions may be brought against Tenant the Guarantors or any other person or entity. In the eventGuarantor as often as Banks deem advisable, on account until all of the Bankruptcy Reform Act Obligations are paid and performed in full. Anything contained in this Guaranty to the contrary notwithstanding, the obligations of 1978, the Guarantors hereunder shall be limited to a maximum aggregate amount equal to the greatest amount that would not render the Guarantors’ obligations hereunder subject to avoidance as amended, a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any other debtor relief provisions of applicable state law (whether statutorycollectively, common lawthe “Fraudulent Transfer Laws”), in each case law after giving effect to all other liabilities of the Guarantors, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of the Guarantors in respect of intercompany indebtedness to Borrower or Affiliates of Borrower to the extent such indebtedness would be discharged in an amount equal to the amount paid by the Guarantors hereunder) and after giving effect as assets to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any jurisdiction whatsoeverrights of subrogation, now contribution, reimbursement, indemnity or hereafter in effect, which may be or become applicable, Tenant shall be relieved similar rights of the Lease Guarantors pursuant to applicable law or any debt, obligation or liability as provided in agreement providing for an equitable allocation among the Lease, Guarantor shall nevertheless be fully liable for the complete Guarantors and timely performance other Affiliates of all Borrower of obligations imposed on Tenant arising under guarantees by the Lease throughout the entire term of the Lease, all to the same extent as if Guarantor had been the original tenant thereunder and the Lease shall be deemed unaffected by any such relief granted to Tenant. In the event of a default under the Lease which is not cured within any applicable grace or cure period, Landlord shall have the right to enforce its rights, powers and remedies thereunder or hereunder, in any order to the maximum extent permitted by law, and all rights, powers and remedies provided thereunder or hereunder or by law or in equity. If the obligations guaranteed hereby are partially performed, paid or discharged by reason of the exercise of any of the remedies available to Landlord, this Agreement shall nevertheless remain in full force and effect, and Guarantor shall continue to be liable for all remaining obligations guaranteed hereby, even though any rights which Guarantor may have against Tenant may be destroyed or dismissed by the exercise of any such remedyparties.

Guaranty of Payment and Performance. Guarantor acknowledges Each of the Guarantors hereby jointly and ----------------------------------- severally guarantees to the Lender the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations including all such which would become due but for the operation of the automatic stay pursuant to ss.362(a) of the Federal Bankruptcy Code and the operation of ss.ss.502(b) and 506(b) of the Federal Bankruptcy Code. In addition, each of the Guarantors agrees that this payments by the Guarantor hereunder shall be made without recoupment, setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Guarantor is a compelled by law to make such deduction or withholding. If any such obligation is imposed upon any Guarantor with respect to any amount payable by it hereunder or under any of the other Loan Documents, such Guarantor will pay to the Lender, on the date on which such amount is due and payable under any Loan Document, such additional amount in United States dollars as shall be necessary to enable the Lender to receive the same net amount which the Lender would have received on such due date had no such obligation been imposed upon such Guarantor. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not mere collection. The liability of Guarantor under this Agreement shall be direct their collectibility only and immediate and not conditional or contingent is in no way conditioned upon any requirement that the pursuit of Lender first attempt to collect any remedies against Tenant or any other person or entity. Guarantor waives any right to require that an action be brought against Tenant or any other person or entity. In the event, on account of the Bankruptcy Reform Act Obligations from the Company or resort to any collateral security or other means of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, Tenant shall be relieved of obtaining payment. Should the Lease or any debt, obligation or liability as provided Company default in the Lease, Guarantor shall nevertheless be fully liable for the complete and timely payment or performance of all obligations imposed on Tenant by the Lease throughout the entire term of the Lease, all to the same extent as if Guarantor had been the original tenant thereunder and the Lease shall be deemed unaffected by any such relief granted to Tenant. In the event of a default under the Lease which is not cured within any applicable grace or cure period, Landlord shall have the right to enforce its rights, powers and remedies thereunder or hereunder, in any order to the maximum extent permitted by law, and all rights, powers and remedies provided thereunder or hereunder or by law or in equity. If the obligations guaranteed hereby are partially performed, paid or discharged by reason of the exercise of any of the remedies available Obligations, the joint and several obligations of the Guarantors hereunder with respect to Landlordsuch Obligations in default shall, this Agreement shall nevertheless remain in full force upon demand by the Lender, become immediately due and effectpayable to the Lender, and Guarantor shall continue to be liable for without demand or notice of any nature, all remaining obligations guaranteed hereby, even though any rights of which Guarantor may have against Tenant are expressly waived by each Guarantor. Payments by the Guarantors hereunder may be destroyed or dismissed required by the exercise Lender on any number of any such remedyoccasions.

Guaranty of Payment and Performance. Guarantor acknowledges guarantees to Clarus Capital the prompt payment and/or performance of all indebtedness, obligations and ----------------------------------- agrees that this liabilities of Customer at any time owing to Clarus Capital, whether now existing or hereafter arising, direct or indirect, matured or unmatured, primary or secondary, certain or contingent, or acquired by or otherwise created in favor of Clarus Capital, including without limitation any and all rent, loan, purchase or other installment payments, principal balances, taxes, indemnities, liquidated damages, accelerated amounts, return deficiency charges, casualty value payments, all interest, late charges and fees, attorneys’ fees or enforcement and other costs, which may at any time be payable to Clarus Capital, together with all claims for damages arising from or in connection with the failure to punctually and completely pay or perform such obligations, whether or not such obligations are from time to time reduced or extinguished and thereafter increased or incurred (collectively the “Obligations”). This Guaranty is a guaranty of payment and performance performance, and not mere a guaranty of collection. The liability of , and Guarantor under this Agreement shall be direct hereby undertakes and immediate agrees that if Customer does not or is unable to punctually and not conditional completely pay or contingent upon the pursuit of perform any remedies against Tenant or Obligations for any other person or entity. Guarantor waives any right to require that an action be brought against Tenant or any other person or entity. In the event, on account of the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, Tenant shall be relieved of the Lease or any debt, obligation or liability as provided in the Leasereason, Guarantor shall nevertheless be fully liable (i) punctually pay any such Obligations requiring the payment of money which Customer fails to pay promptly, as and when due, in each case, as an Obligation for payment due directly from Guarantor to Clarus Capital and without any abatement, reduction, setoff, defense, counterclaim or recoupment, and (ii) punctually perform any and all Obligations not requiring the payment of money for the complete and timely benefit of Clarus Capital, as an Obligation for performance of all obligations imposed on Tenant by the Lease throughout the entire term of the Lease, all due directly from Guarantor to the same extent as if Clarus Capital. Guarantor had been the original tenant thereunder and the Lease shall be deemed unaffected by to be primarily liable for each Obligation and not merely as a surety thereof. This Guaranty is a continuing one and will be effective and binding upon Guarantor regardless of how long before or after the date hereof any such relief granted to TenantObligation may have arisen or will arise. In the event The obligations of Guarantor hereunder shall be absolute and unconditional, irrespective of any circumstances which might constitute a default under the Lease which is not cured within any applicable grace legal or cure period, Landlord shall have the right to enforce its rights, powers and remedies thereunder equitable defense or hereunder, in any order to the maximum extent permitted by law, and all rights, powers and remedies provided thereunder discharge of his or her obligations hereunder or which otherwise limit enforceability against the Guarantor by law or in equity. If the obligations guaranteed hereby are partially performed, paid or discharged by reason of the exercise of any of the remedies available to Landlord, this Agreement shall nevertheless remain in full force and effect, and Guarantor shall continue to be liable for all remaining obligations guaranteed hereby, even though any rights which Guarantor may have against Tenant may be destroyed or dismissed by the exercise of any such remedyClarus Capital.

Guaranty of Payment and Performance. The Guarantor acknowledges hereby guarantees to the Lenders the full and ----------------------------------- agrees punctual payment when due (whether at maturity, by acceleration or otherwise), as well as the performance, of all of the Obligations (as defined in the Credit Agreement), including all such that would become due but for the operation of the automatic stay pursuant to Section 362(a) of the Federal Bankruptcy Code and the operation of Sections 502(b) and 506(b) of the Federal Bankruptcy Code, together with all costs of collection, compromise or enforcement, including without limitation reasonable attorneys' fees, incurred with respect to the Obligations or this Guaranty, or with respect to a proceeding under the federal bankruptcy laws or any insolvency, receivership, arrangement or reorganization law or an assignment for the benefit of creditors concerning Borrower or Guarantor, together with interest on all such costs of collection, compromise or enforcement from the date arising at the rate of interest for overdue principal set forth in the Credit Agreement (all the foregoing, collectively, the "Guaranty Obligations"). This Guaranty is a an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of the Guaranty Obligations and not mere collection. The liability of Guarantor under this Agreement shall be direct their collectibility only and immediate and not conditional or contingent is in no way conditioned upon any requirement that the pursuit of Lenders first attempt to collect any remedies against Tenant or any other person or entity. Guarantor waives any right to require that an action be brought against Tenant or any other person or entity. In the event, on account of the Bankruptcy Reform Act Guaranty Obligations from the Borrower or resort to any security or other means of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, Tenant shall be relieved of obtaining their payment. Should the Lease or any debt, obligation or liability as provided Borrower default in the Lease, Guarantor shall nevertheless be fully liable for the complete and timely payment or performance of all obligations imposed on Tenant by the Lease throughout the entire term of the Lease, all to the same extent as if Guarantor had been the original tenant thereunder and the Lease shall be deemed unaffected by any such relief granted to Tenant. In the event of a default under the Lease which is not cured within any applicable grace or cure period, Landlord shall have the right to enforce its rights, powers and remedies thereunder or hereunder, in any order to the maximum extent permitted by law, and all rights, powers and remedies provided thereunder or hereunder or by law or in equity. If the obligations guaranteed hereby are partially performed, paid or discharged by reason of the exercise of any of the remedies available Obligations, the obligations of the Guarantor hereunder shall become immediately due and payable to Landlordthe Lenders, this Agreement shall nevertheless remain in full force and effectwithout demand or notice of any nature, and all of which are expressly waived by the Guarantor. Payments by the Guarantor shall continue to be liable for all remaining obligations guaranteed hereby, even though any rights which Guarantor may have against Tenant hereunder may be destroyed or dismissed required by the exercise Lenders on any number of any such remedyoccasions. All payments by the Guarantor hereunder shall be made to Fleet as agent for the Lenders, in the manner and at the place of payment specified therefor in the Credit Agreement.

Guaranty of Payment and Performance. Guarantor acknowledges and ----------------------------------- agrees that this is a guaranty of payment and performance and not mere collection. The liability of Guarantor under this Agreement shall be direct and immediate and not conditional or contingent upon the pursuit of any remedies against Tenant or any other person or entity. Guarantor waives any right to require that an action be brought against Tenant or any other person or entityentity as a condition precedent to the enforcement of this Agreement. In the event, on account of the Bankruptcy Reform Act of 19781978 (11 USC §§101-1330) as now or hereafter amended, as amendedrecodified or replaced (the “Bankruptcy Code”), or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicableapplicable (collectively, the “Insolvency Laws”), Tenant shall be relieved of the Lease or any debt, obligation or liability as provided in under the Lease, Guarantor shall nevertheless be fully liable for the complete and timely performance of all obligations imposed on Tenant by the Lease throughout the entire term of the Lease, all to the same extent as if Guarantor had been the original tenant thereunder and the Lease shall be deemed unaffected by any such relief granted to Tenant. In the event of a default under the Lease which is not cured within any applicable grace or cure period, Landlord shall have the right to enforce its rights, powers and remedies thereunder or hereunder, in any order to the maximum extent permitted by law, and all rights, powers and remedies provided thereunder or hereunder or by at law or in equity. If the obligations guaranteed hereby are partially performed, paid or discharged by reason of the exercise of any of the remedies available to Landlord, this Agreement shall nevertheless remain in full force and effect, and Guarantor shall continue to be liable for all remaining obligations guaranteed hereby, even though any subrogation or other rights which Guarantor may have against Tenant may be legally or practically destroyed or dismissed by the exercise of any such remedy.

Guaranty of Payment and Performance. Guarantor acknowledges Guarantors acknowledge and agree ----------------------------------- agrees that this is a guaranty of payment and performance and not mere collection. The liability of Guarantor Guarantors under this Agreement shall be direct and immediate and not conditional or contingent upon the pursuit of any remedies against Tenant Tenants or any other person or entity. Guarantor waives Guarantors waive any right to require that an action be brought against Tenant Tenants or any other person or entity. In the event, on account of the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, any Tenant shall be relieved of the Lease or any debt, obligation or liability as provided in the LeaseLeases, Guarantor Guarantors shall nevertheless be fully liable for the complete and timely performance of all obligations imposed on any Tenant by the its Lease throughout the entire term of the such Lease, all to the same extent as if Guarantor Guarantors had been the original tenant thereunder and the such Lease shall be deemed unaffected by any such relief granted to such Tenant. In the event of a default under any of the Lease Leases which is not cured within any applicable grace or cure period, Landlord shall have the right to enforce its rights, powers and remedies thereunder or hereunder, in any order to the maximum extent permitted by law, and all rights, powers and remedies provided thereunder or hereunder or by law or in equity. If the obligations guaranteed hereby are partially performed, paid or discharged by reason of the exercise of any of the remedies available to Landlord, this Agreement shall nevertheless remain in full force and effect, and Guarantor Guarantors shall continue to be liable for all remaining obligations guaranteed hereby, even though any rights which Guarantor Guarantors may have against Tenant Tenants may be destroyed or dismissed by the exercise of any such remedy.

Guaranty of Payment and Performance. Guarantor acknowledges hereby unconditionally and ----------------------------------- irrevocably guarantees to Lenders the punctual payment and performance when due, whether at stated maturity, by acceleration or otherwise, of the Obligations. Without limitation of the foregoing, the Obligations shall include (a) all costs and expenses (including reasonable attorneys' fees and expenses) incurred by Lenders in collecting any amount due Lenders under this Guaranty or in prosecuting any action against Borrower or Guarantor with respect to all or any part of the Obligations (collectively, the "Enforcement Costs"), and (b) all interest, fees, costs and expenses due Lenders after the filing of a bankruptcy petition by or against Guarantor or Borrower regardless of whether such amounts can be collected during the pendency of the bankruptcy proceedings. Guarantor agrees that this Guaranty is a present and continuing guaranty of payment and performance not of collectibility, and that Lenders shall not mere be required to prosecute collection. The liability of Guarantor under this Agreement shall be direct and immediate and not conditional , enforcement or contingent upon the pursuit of any other remedies against Tenant Borrower, or to enforce or resort to any of the Collateral or other rights or remedies pertaining thereto, before calling on Guarantor for payment. Guarantor agrees that if, for any reason, Borrower or any other person guarantor of the Obligations shall fail or entitybe unable to pay, punctually and fully, any of the Obligations, Guarantor shall pay such obligations to Lenders in full immediately upon demand. Guarantor waives any right to require agrees that an action one or more successive actions may be brought against Tenant or any other person or entity. In the eventGuarantor, on account as often as Lenders deem advisable, until all of the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter Obligations are paid and performed in effect, which may be or become applicable, Tenant shall be relieved of the Lease or any debt, obligation or liability as provided in the Lease, Guarantor shall nevertheless be fully liable for the complete and timely performance of all obligations imposed on Tenant by the Lease throughout the entire term of the Lease, all to the same extent as if Guarantor had been the original tenant thereunder and the Lease shall be deemed unaffected by any such relief granted to Tenant. In the event of a default under the Lease which is not cured within any applicable grace or cure period, Landlord shall have the right to enforce its rights, powers and remedies thereunder or hereunder, in any order to the maximum extent permitted by law, and all rights, powers and remedies provided thereunder or hereunder or by law or in equity. If the obligations guaranteed hereby are partially performed, paid or discharged by reason of the exercise of any of the remedies available to Landlord, this Agreement shall nevertheless remain in full force and effect, and Guarantor shall continue to be liable for all remaining obligations guaranteed hereby, even though any rights which Guarantor may have against Tenant may be destroyed or dismissed by the exercise of any such remedyfull.

Guaranty of Payment and Performance. The Guarantor acknowledges hereby guarantees to the Lender the full and ----------------------------------- punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations including all such which would become due but for the operation of the automatic stay pursuant to ss.362(a) of the Federal Bankruptcy Code and the operation of ss.ss.502(b) and 506(b) of the Federal Bankruptcy Code. In addition, the Guarantor agrees that this payments by the Guarantor hereunder shall be made without recoupment, setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Guarantor is a compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Guarantor with respect to any amount payable by it hereunder or under any of the other Loan Documents, the Guarantor will pay to the Lender, on the date on which such amount is due and payable under any Loan Document, such additional amount in United States dollars as shall be necessary to enable the Lender to receive the same net amount which the Lender would have received on such due date had no such obligation been imposed upon the Guarantor. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not mere collection. The liability of Guarantor under this Agreement shall be direct their collectibility only and immediate and not conditional or contingent is in no way conditioned upon any requirement that the pursuit of Lender first attempt to collect any remedies against Tenant or any other person or entity. Guarantor waives any right to require that an action be brought against Tenant or any other person or entity. In the event, on account of the Bankruptcy Reform Act Obligations from the Company or resort to any collateral security or other means of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, Tenant shall be relieved of obtaining payment. Should the Lease or any debt, obligation or liability as provided Company default in the Lease, Guarantor shall nevertheless be fully liable for the complete and timely payment or performance of all obligations imposed on Tenant by the Lease throughout the entire term of the Lease, all to the same extent as if Guarantor had been the original tenant thereunder and the Lease shall be deemed unaffected by any such relief granted to Tenant. In the event of a default under the Lease which is not cured within any applicable grace or cure period, Landlord shall have the right to enforce its rights, powers and remedies thereunder or hereunder, in any order to the maximum extent permitted by law, and all rights, powers and remedies provided thereunder or hereunder or by law or in equity. If the obligations guaranteed hereby are partially performed, paid or discharged by reason of the exercise of any of the remedies available Obligations, the obligations of the Guarantor hereunder with respect to Landlordsuch Obligations in default shall, this Agreement shall nevertheless remain in full force upon demand by the Lender, become immediately due and effectpayable to the Lender, and without demand or notice of any nature, all of which are expressly waived by the Guarantor. Payments by the Guarantor shall continue to be liable for all remaining obligations guaranteed hereby, even though any rights which Guarantor may have against Tenant hereunder may be destroyed or dismissed required by the exercise Lender on any number of any such remedyoccasions.

Guaranty of Payment and Performance. Guarantor acknowledges and ----------------------------------- agrees that this is a guaranty of payment and performance and not mere collection. The liability of Guarantor under this Agreement shall be direct and immediate and not conditional or contingent upon the pursuit of any remedies against Tenant or any other person or entity. Guarantor waives any right to require that an action be brought against Tenant or any other person or entity. In the event, on account (a) Guaranty by Parent of the Bankruptcy Reform Act of 1978, Borrower’s Obligations. Parent (being referred to herein in its capacity as amended, or any other debtor relief law guarantor as a “Guarantor”) hereby guarantees (such guaranty being hereinafter referred to as the “Parent Guaranty”) to the Lenders and the Administrative Agent the full and punctual payment when due (whether statutoryat stated maturity, common lawby required pre-payment, case law by acceleration or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, Tenant shall be relieved all of the Lease or any debtobligations of the Borrower hereunder and under the other Loan Documents (including, obligation or liability as provided but not limited to, the principal of the Loans advanced to the Borrower, all Reimbursement Obligations of the Borrower in respect of Letters of Credit, and all interest, fees, expenses, indemnities and other amounts payable by the LeaseBorrower hereunder), Guarantor shall nevertheless be fully liable including all such which would become due but for the complete operation of the automatic stay pursuant to §362(a) of the Federal Bankruptcy Code and timely the operation of §502(b) of the Federal Bankruptcy Code. The Parent Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all such obligations imposed on Tenant by the Lease throughout the entire term of the Lease, all to the same extent as if Guarantor had been the original tenant thereunder Borrower hereunder and the Lease shall be deemed unaffected by any such relief granted to Tenant. In the event of a default under the Lease which is not cured within any applicable grace or cure period, Landlord shall have the right to enforce its rights, powers and remedies thereunder or hereunder, in any order to the maximum extent permitted by lawother Loan Documents, and all rights, powers not of their collectibility only and remedies provided thereunder is in no way conditioned upon any requirement that the Administrative Agent or hereunder or by law or in equity. If the obligations guaranteed hereby are partially performed, paid or discharged by reason of the exercise of any Lender first attempt to collect any of the remedies available Borrower’s obligations from the Borrower or resort to Landlord, this Agreement shall nevertheless remain in full force and effect, and Guarantor shall continue any other means of obtaining payment. Should an Event of Default occur with respect to be liable for all remaining obligations guaranteed hereby, even though any rights which Guarantor may have against Tenant may be destroyed the payment or dismissed by the exercise performance of any such remedyobligations of the Borrower, the obligations of Parent under the Parent Guaranty with respect to such obligations in default shall, upon demand by the Administrative Agent, become immediately due and payable to the Administrative Agent, for the benefit of the Lenders and the Administrative Agent, without demand or notice of any nature, all of which are expressly waived by Parent. Payments by Parent in respect of the Parent Guaranty may be required by the Administrative Agent on any number of occasions. All payments by Parent in respect of the Parent Guaranty shall be made to the Administrative Agent, in the manner and at the place of payment specified hereunder, for the account of the Lenders and the Administrative Agent.

Guaranty of Payment and Performance. Guarantor acknowledges This Guaranty is an absolute and ----------------------------------- agrees that this is unconditional Guaranty of payment and of performance (rather than a guaranty of collection). If Borrower shall fail to (a) make any payment of any sum due under the Note or Mortgage, (b) complete Improvements upon the Property within the period or periods required by the Loan Agreement, if any, in accordance with the Drawings and performance and not mere collection. The liability of Guarantor under this Agreement Specifications with only such amendments thereto as shall be direct approved by the Lender, and immediate in accordance with all laws, rules, regulations, and not conditional requirements of all governmental authorities having jurisdiction, (c) keep the Property free from all liens and claims which may be filed or contingent upon made for performing work and labor thereon or furnishing materials therefor, or both, or (d) make payment in full on or before the pursuit date of completion, for the cost of making the improvements and all related costs associated with the Property, or if the Borrower shall default in any remedies against Tenant term, covenant or any other person or entity. Guarantor waives any right to require that an action be brought against Tenant or any other person or entity. In the event, on account condition of the Bankruptcy Reform Act of 1978Loan Documents, as amendedthen Guarantor hereby unconditionally jointly and severally guarantees to the Lender that Guarantor shall (1) pay (without first requiring the Lender to proceed against Borrower, or any other debtor relief law security) to the Lender the entire unpaid balance with interest and costs, including all sums secured by the Mortgage, (whether statutory2) cure any default in any term, common lawcovenant, case law or otherwisecondition of the Loan Documents, (3) cause the improvements upon the Property to be completed within the period or periods required by the Loan Agreement, if any, in accordance with the Drawings and Specifications, amended only as aforesaid, and in accordance with all laws, rules, regulations, and requirements of any jurisdiction whatsoeverall governmental authorities having jurisdiction, now or hereafter in effect, (4) cause said liens and claims to be removed and thereafter keep the Property free from all liens and claims which may be filed or become applicablemade for performing work and labor thereon or furnishing materials therefor, Tenant shall be relieved or both, and (5) make payment in full on or before the date of completion for the costs of the Lease or improvements and related costs associated with the Property. Guarantor further agrees to indemnify and hold harmless, the Lender and its and their present and future controlling persons, directors, officers, agents and employees from any debt, obligation or liability as provided loss (including reasonable attorney's fees) resulting from any default made at any time by Borrower in the Lease, Guarantor shall nevertheless be fully liable for the complete and timely performance of all obligations imposed on Tenant by the Lease throughout the entire term any terms of the Lease, all to the same extent as if Loan Documents or by Guarantor had been the original tenant thereunder and the Lease shall be deemed unaffected by any such relief granted to Tenant. In the event of a default under the Lease which is not cured within any applicable grace or cure period, Landlord shall have the right to enforce its rights, powers and remedies thereunder or hereunder, in any order to the maximum extent permitted by law, and all rights, powers and remedies provided thereunder or hereunder or by law or in equity. If the obligations guaranteed hereby are partially performed, paid or discharged by reason terms of the exercise of any of the remedies available to Landlord, this Agreement shall nevertheless remain in full force and effect, and Guarantor shall continue to be liable for all remaining obligations guaranteed hereby, even though any rights which Guarantor may have against Tenant may be destroyed or dismissed by the exercise of any such remedyGuaranty.

Guaranty of Payment and Performance. Guarantor acknowledges and ----------------------------------- agrees that this This is a guaranty of payment and performance and not mere a guaranty of collection. The liability of , and each Subsidiary Guarantor under this Agreement shall be direct and immediate and not conditional or contingent upon the pursuit of any remedies against Tenant or any other person or entity. Guarantor hereby waives any right to require that an any action on or in respect of the Note Agreement, the Notes, the Guaranty Agreement or any instrument or agreement relating to the Guaranteed Obligations be brought against Tenant the Company, the Parent, any other Subsidiary Guarantor or any other person Person or entity. In that resort be had to any direct or indirect security for the eventNotes, on account of for the Bankruptcy Reform Act of 1978, as amended, Guaranty Agreement or for this Subsidiary Guaranty Agreement or any other debtor relief law (whether statutoryremedy. Any Beneficiary may, common lawat its option, case law proceed hereunder against any Subsidiary Guarantor in the first instance to collect monies when due, the payment of which is guaranteed hereby, without first proceeding against the Company, the Parent, any other Subsidiary Guarantor or otherwise) any other Person and without first resorting to any direct or indirect security for the Notes, for the Guaranty Agreement or for this Subsidiary Guaranty Agreement or any other remedy. The liability of each Subsidiary Guarantor hereunder shall in no way be affected or impaired by any acceptance by any Beneficiary of any jurisdiction whatsoeverdirect or indirect security for, now or hereafter in effectother guaranties of, which may be the Guaranteed Obligations or become applicableby any failure, Tenant shall be relieved delay, neglect or omission by any Beneficiary to realize upon or protect any of the Lease Guaranteed Obligations or any debt, obligation Notes or liability as provided in the Lease, Guarantor shall nevertheless be fully liable for the complete and timely performance of all obligations imposed on Tenant by the Lease throughout the entire term of the Lease, all to other instruments evidencing the same extent as if Guarantor had been the original tenant thereunder and the Lease shall or any direct or indirect security therefor or by any approval, consent, waiver, or other action taken or omitted to be deemed unaffected taken by any such relief granted to TenantBeneficiary. In Each Subsidiary Guarantor (i) acknowledges that certain obligations of the event of a default Company under the Lease which is not cured within Note Agreement will survive the payment or transfer of any applicable grace Note and the termination of the Note Agreement, (ii) acknowledges that certain obligations of the Parent under the Guaranty Agreement will survive the payment or cure period, Landlord shall have transfer of any Note and the right to enforce its rights, powers and remedies thereunder or hereunder, in any order to termination of the maximum extent permitted by lawGuaranty Agreement, and all rights, powers and remedies provided thereunder or hereunder or by law or in equity. If (iii) agrees that the obligations guaranteed hereby are partially performed, paid of each Subsidiary Guarantor hereunder with respect to such surviving obligations shall also survive the payment or discharged by reason transfer of any Note and the termination of the exercise of any of Note Agreement and the remedies available to Landlord, this Agreement shall nevertheless remain in full force and effect, and Guarantor shall continue to be liable for all remaining obligations guaranteed hereby, even though any rights which Guarantor may have against Tenant may be destroyed or dismissed by the exercise of any such remedyGuaranty Agreement.

Guaranty of Payment and Performance. Pursuant to the terms of the Loan Agreement and the other Loan Documents Lender has agreed to make loans to the Borrowers in the principal amount of $10,000,000.00. Except as otherwise specifically set forth in this Guaranty, Guarantors hereby jointly, severally, absolutely, unconditionally and irrevocably guarantee the due and punctual payment and performance of all indebtedness, obligations and liabilities of any Borrower to Lender arising under or in connection with the Loan Agreement or any other Loan Document, and all renewals, extensions and modifications of the Loan Agreement or any other Loan Document, including all principal, interest, costs, expenses (including attorneys' fees), indemnification obligations (including, without limitation, environmental indemnities), and other amounts any Borrower is obligated to pay to Lender under the Loan Agreement or any other Loan Document whether such indebtedness, obligation or liability is now existing or hereafter arising and including specifically all future advances made by Lender to any Borrower pursuant to the terms of the Loan Agreement or any other Loan Document and also including all costs and expenses incurred by Lender in enforcing the Loan Documents or collecting such indebtedness, obligations and liabilities or protecting any collateral therefor or in enforcing this Guaranty (all of the foregoing indebtedness, obligations and liabilities are collectively referred to herein as the "Obligations" and individually referred to as an "Obligation"). The liability of each Guarantor acknowledges is several and ----------------------------------- agrees that this independent of any other guaranties at any time in effect with respect to the Obligations including the guaranties of any and all other Guarantors hereunder. This Guaranty is a guaranty of payment and performance not of collection and a debt of the Guarantors for their own account. Lender shall not mere collection. The liability of Guarantor under be obligated before enforcing this Agreement shall be direct and immediate and not conditional Guaranty against the Guarantors to take or contingent upon refrain from taking any action whatsoever including, without limitation, any action against any Borrower, any collateral securing the pursuit of any remedies against Tenant Obligations, or any other person primarily or entity. Guarantor waives secondarily liable for any right to require that an Obligation (including any action be brought for contribution against Tenant or any other person Guarantor hereunder). Guarantors warrant to the Lender that the Guarantors have adequate means to obtain from the Borrowers on a continuing basis information concerning the financial condition of each Borrower and the Guarantors are not relying on the Lender to provide such information either now or entityin the future. Notwithstanding anything in this Guaranty to the contrary, (a) Lender acknowledges and agrees that this Guaranty shall only apply to the payment and performance of the indebtedness, obligations and liabilities arising under or in connection with the Loan Agreement and the Loan Documents relating to such Loan Agreement and specifically, without limitation, does not apply to those obligations of certain of the Borrowers under Continuing Guaranties dated on or about January 22, 1996, in which such Borrowers agree to guarantee other payment and performance obligations to Lender or such other obligations of Borrowers to Lender pursuant to the loan agreements dated March 17, 1993, November 7, 1994, and January 22, 1996 (there being a separate guaranty relating to the January 22, 1996, loan agreements which survives execution of this Guaranty) and (b) the maximum liability of each Guarantor under this Guaranty (subject to the following caveat) shall be that amount determined by multiplying the aggregate amount of the Obligations outstanding at the time of determination by the applicable percentage set forth below: Guarantor Percentage of Obligations Xxx X. Xxxxxx 9.45% Xxxxxx X. Xxxxxx 3.73% Xxxxx X. Xxxxxx 1.37% X. Xxxxx Xxxxx 4.98% Xxxxxxx X. Xxxx, Xx. 1.0% Xxx X. Xxxxxx 1.93% Xxxxx X. Xxxxxx .69% X. Xxxxxx Xxxxxxxx 1.85% Rock Bottom Restaurants, Inc. 25.00% Notwithstanding the limitation in subclause (b) of the preceding sentence, if the Borrowers fail to comply with the Fixed Charges Coverage ratio described in Section 8.1 of the Loan Agreement then the maximum liability of each Guarantor under this Guaranty shall be increased so that such maximum liability shall be that amount determined by multiplying the aggregate amount of the Obligations outstanding at the time of determination by the applicable percentage set forth below: Guarantor Percentage of Obligations Xxx X. Xxxxxx 18.9% Xxxxxx X. Xxxxxx 7.46% Xxxxx X. Xxxxxx 2.74% X. Xxxxx Xxxxx 9.96% Xxxxxxx X. Xxxx, Xx. 2.0% Xxx X. Xxxxxx 3.86% Xxxxx X. Xxxxxx 1.38% X. Xxxxxx Xxxxxxxx 3.7% Rock Bottom Restaurants, Inc. 50.000% If Lender, in its sole discretion, elects not to exercise its remedies as a result of the Borrower's failure to comply with the Fixed Charges Coverage ratio, then if the Borrower complies with the Fixed Charges Coverage ratio for a subsequent period (such ratio being measured at the end of each fiscal quarter on a rolling four-quarter basis) then the applicable percentages of the maximum liability of each Guarantor shall return to the first percentages set forth above (in other words, an aggregate of 50%) until such time as Borrowers may thereafter fail to comply with the Fixed Charges Coverage ratio at which time such percentages shall again be increased to the immediately preceding percentages (in other words, 100%). In no event will the event, on account of percentages be reduced if at the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter time the reduction would otherwise occur the Lender is attempting to exercise its remedies in effect, which may be or become applicable, Tenant shall be relieved of the Lease or any debt, obligation or liability as provided in the Lease, Guarantor shall nevertheless be fully liable for the complete and timely performance of all obligations imposed on Tenant by the Lease throughout the entire term of the Lease, all to the same extent as if Guarantor had been the original tenant thereunder and the Lease shall be deemed unaffected by any such relief granted to Tenant. In the event of connection with a default under the Lease which is not cured within Obligations (including any applicable grace or cure period, Landlord shall have failure to comply with the right to enforce its rights, powers and remedies thereunder or hereunder, Fixed Charges Coverage ratio described in any order to the maximum extent permitted by law, and all rights, powers and remedies provided thereunder or hereunder or by law or in equity. If the obligations guaranteed hereby are partially performed, paid or discharged by reason Section 8.1 of the exercise of Loan Agreement or any of other Default under the remedies available to Landlord, this Loan Agreement shall nevertheless remain in full force and effect, and Guarantor shall continue to be liable for all remaining obligations guaranteed hereby, even though or any rights which Guarantor may have against Tenant may be destroyed or dismissed by the exercise of any such remedyother Loan Document).

Guaranty of Payment and Performance. Guarantor acknowledges and ----------------------------------- agrees that this This is a guaranty of payment and performance and not mere of collection. The liability of Guarantor each Indemnitor under this Agreement shall be direct and immediate and not conditional or contingent upon the pursuit of any remedies against Tenant Borrower, any other Loan Party, any other Indemnitor or any other person or entity(including, without limitation, other guarantors, if any), nor against the collateral for the Loans. Guarantor Each Indemnitor waives any right to require that an action be brought against Tenant Borrower, any other Loan Party, any other Indemnitor or any other person or entityto require that resort be made to any collateral for the Loans or to any balance of any deposit account or credit on the books of the Agent or any Lender in favor of Borrower or any other person. In the event, on account of the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, Tenant Borrower and/or any Loan Party shall be relieved of the Lease or fail to incur any debt, obligation or liability as provided in the LeaseLoan Documents, Guarantor each Indemnitor shall nevertheless be fully liable for the complete and timely performance of all obligations imposed on Tenant by the Lease throughout the entire term of the Lease, all therefor to the same extent as if Guarantor had been the original tenant thereunder and the Lease shall be deemed unaffected by any such relief granted to Tenantset forth herein. In the event of a default Default under the Lease Loan Documents which is not cured within any applicable grace or cure period, Landlord Agent (on behalf of the Lenders) shall have the right to enforce its rights, powers and remedies (including, without limitation, foreclosure of all or any portion of the collateral for the Loans) thereunder or hereunderhereunder (to the extent applicable), in any order to the maximum extent permitted by laworder, and all rights, powers and remedies available to Agent in such event shall be non-exclusive and cumulative of all other rights, powers and remedies provided thereunder or hereunder or by law or in equity. If the indebtedness and obligations guaranteed hereby are partially performed, paid or discharged by reason of the exercise of any of the remedies available to LandlordAgent, this Agreement shall nevertheless remain in full force and effect, and Guarantor each Indemnitor shall continue to be remain liable for all remaining indebtedness and obligations guaranteed hereby, even though any rights which Guarantor Indemnitor may have against Tenant Borrower or any other Loan Party may be destroyed or dismissed diminished by the exercise of any such remedy.

Guaranty of Payment and Performance. Guarantor acknowledges hereby unconditionally ----------------------------------- and ----------------------------------- irrevocably guaranties to Lender the punctual payment and performance when due, whether at stated maturity or by acceleration or otherwise, of Borrower's Obligations (the obligations and liabilities of Guarantor hereunder and under the Shareholder Pledge Agreement and the Shareholder Subordination Agreement and any other instruments or agreements previously, concurrently or hereafter executed and delivered by Guarantor in favor of Lender are sometimes hereinafter referred to as the "Guarantor Obligations"). Guarantor agrees that this Guaranty is a present and continuing guaranty of payment and performance not of collectability, and that Lender shall not mere be required to prosecute collection. The liability of Guarantor under this Agreement shall be direct and immediate and not conditional , enforcement or contingent upon the pursuit of any other remedies against Tenant Borrower, any other guarantor of Borrower's Obligations or any other person Person, or entityto enforce or resort to any of the Collateral or other rights or remedies pertaining thereto, before calling on Guarantor for payment. Guarantor waives agrees that if, for any right reason, either Borrower, any other Obligor or any other guarantor of Borrower's Obligations shall fail or be unable to require pay, punctually and fully, any of Borrower's Obligations, Guarantor shall pay such obligations to Lender in full immediately upon demand. Guarantor agrees that an action one or more successive actions may be brought against Tenant or any other person or entity. In the event, on account of the Bankruptcy Reform Act of 1978Guarantor, as amendedoften as Lender deems advisable, or any other debtor relief law (whether statutoryuntil all of Guarantor's Obligations and/or Borrower's Obligations are paid and performed in full. Guarantor hereby further unconditionally guarantees to Lender the punctual and faithful performance by Borrower of all duties, common law, case law or otherwise) agreements and obligations of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, Tenant shall be relieved of the Lease or any debt, obligation or liability as provided Borrower contained in the Lease, Guarantor shall nevertheless be fully liable for the complete and timely performance of all obligations imposed on Tenant by the Lease throughout the entire term of the Lease, all to the same extent as if Guarantor had been the original tenant thereunder and the Lease shall be deemed unaffected by any such relief granted to Tenant. In the event of a default under the Lease which is not cured within any applicable grace or cure period, Landlord shall have the right to enforce its rights, powers and remedies thereunder or hereunder, in any order to the maximum extent permitted by law, and all rights, powers and remedies provided thereunder or hereunder or by law or in equity. If the obligations guaranteed hereby are partially performed, paid or discharged by reason of the exercise of any of the remedies available to Landlord, this Agreement shall nevertheless remain in full force and effect, and Guarantor shall continue to be liable for all remaining obligations guaranteed hereby, even though any rights which Guarantor may have against Tenant may be destroyed or dismissed by the exercise of any such remedyLoan Instruments.