Common use of Liability of Guarantor Clause in Contracts

Liability of Guarantor. The liability of Guarantor under this Guaranty shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, Guarantor agrees as follows: (i) Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of Guarantor and shall not be contingent upon Lender’s exercise or enforcement of any remedy it may have against Borrower or any Person, or against any collateral for any Guaranteed Obligations; (ii) this Guaranty is a guaranty of payment when due and not of collectibility; (iii) Guarantor’s payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and (iv) Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall Guarantor be exonerated or discharged by, (A) any Insolvency Proceeding with respect to Borrower, Guarantor, any other guarantor or any other Person; (B) any limitation, discharge, or cessation of the liability of Borrower, any other guarantor or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations; (C) any merger, acquisition, consolidation or change in structure of Borrower, Guarantor or any other guarantor or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of Borrower, Guarantor, any other guarantor or other Person; (D) any assignment or other transfer, in whole or in part, of Lender’s interests in and rights under this Guaranty, including, without limitation, Lender’s right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of Lender’s interests in and to any collateral securing the Guaranteed Obligations; (E) any claim, defense, counterclaim or setoff, other than that of prior performance, that Borrower, Guarantor, any other guarantor or other Person may have or assert, including, without limitation, any defense of incapacity or lack of corporate or other authority to execute or deliver any Loan Document or this Guaranty or any other document related thereto; (F) any direction of application of payment to Borrower, Guarantor, any other guarantor or other Person; and (G) Lender’s vote, claim, distribution, election, acceptance, action or inaction in any bankruptcy case related to the Guaranteed Obligations.

Liability of Guarantor. The Without limiting the generality of the foregoing, the liability of Guarantor under this Guaranty shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, Guarantor agrees as follows: (i) Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of Guarantor and shall not be contingent upon Lender’s exercise or enforcement of any remedy it may have against Borrower or any Person, or against any collateral for any Guaranteed Obligations; (ii) this Guaranty is a guaranty of payment when due and not of collectibility; (iii) Guarantor’s payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and (iv) Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be affected or impaired or affected by, nor shall Guarantor reason of any of the following, any of which may be exonerated taken without the consent of, or discharged bynotice to, Guarantor: (Aa) any Insolvency Proceeding with respect to Borroweramendment, Guarantormodification, any other guarantor or any other Person; (B) any limitationrenewal, dischargeaddition, supplement, or cessation of the liability of Borrower, any other guarantor or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of lawextension of, or any invalidity written consent permanently to depart from, any of the terms or unenforceability in whole provisions of the Lease; (b) the expiration or termination of the Lease; (c) any waiver, indulgence, consent or failure to enforce any of the obligations of Tenant under the Lease; (d) any release or discharge of Tenant from its liability under the Guaranteed Obligations or any exercise or non-exercise by Landlord of any right or remedy under the Lease or this Guaranty or available at law or in part equity; (e) the assignment or other transfer of the Lease by Tenant or any subletting of the Leased Premises; (f) the receipt, application or release of any security given for performance of Tenant’s obligations under the Lease; (g) any acceptance of partial performance of the Guaranteed Obligations; (Ch) the release or discharge of Tenant in any mergerbankruptcy, acquisitioninsolvency, consolidation receivership, reorganization, liquidation or change similar proceedings; (i) the impairment, limitation or modification of the liability of Tenant or the estate of Tenant in structure of Borrowerany bankruptcy, Guarantor insolvency, receivership, reorganization, liquidation or any other guarantor or Personsimilar proceeding, or of any saleremedy for the enforcement of Tenant’s said liability under the Lease, lease, transfer resulting from the operation of any present or future provision of any applicable bankruptcy or insolvency laws or other disposition statute or from the decision in any court or tribunal; (j) the rejection or disaffirmance of the Lease in any such proceedings; and (k) the cessation of any or all of the assets or shares of Borrower, Guarantor, any other guarantor or other Person; (D) any assignment or other transfer, in whole or in part, of Lender’s interests in and rights under this Guaranty, including, without limitation, Lender’s right to receive payment of the Guaranteed ObligationsObligations for any reason relating to Tenant, including any cessation of legal existence, or its qualification or registration to conduct business in Mexico. Guarantor hereby waives any assignment or other transfer, in whole or in part, of Lender’s interests in and to any collateral securing the Guaranteed Obligations; (E) any claim, defense, counterclaim or setoff, other than that of prior performance, that Borrower, Guarantor, any other guarantor or other Person may have or assert, including, without limitation, any defense of incapacity or lack of corporate or other authority suretyship defenses which might otherwise be available to execute or deliver any Loan Document or this Guaranty or any other document related thereto; (F) any direction of application of payment to Borrower, Guarantor, any other guarantor or other Person; and (G) Lender’s vote, claim, distribution, election, acceptance, action or inaction in any bankruptcy case related to the Guaranteed Obligations.

Liability of Guarantor. The liability of Guarantor under Authority may enforce this Guaranty shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which might constitute a discharge upon the occurrence of a surety or guarantor other than breach by the indefeasible payment and performance in full Contractor of all any of the Guaranteed Obligations, notwithstanding the existence of any dispute between the Authority and the Contractor with respect to the existence of such a breach. In furtherance of the foregoing and without limiting the generality thereof, Guarantor agrees as follows: (i) Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation performance of Guarantor and shall not be contingent upon Lender’s exercise or enforcement of any remedy it may have against Borrower or any Person, or against any collateral for any Guaranteed Obligations; (ii) this Guaranty is a guaranty of payment when due and not of collectibility; (iii) Guarantor’s payment of a portionsome, but not all, of the Guaranteed Obligations shall will in no way limit, affect, modify or abridge Guarantor’s liability for those Guaranteed Obligations that have not been performed. The Authority, upon such terms as it deems appropriate, without notice or demand and without affecting the validity or enforceability of this Guaranty or giving rise to any portion reduction, limitation, impairment, discharge or termination of Guarantor’s liability hereunder, from time to time may do the following: - With respect to the financial obligations of the Contractor, renew, extend, accelerate, increase the rate of interest on, or otherwise change the time, place, manner or terms of payment of financial obligations that are Guaranteed Obligations, and/or subordinate the payment of the same to the payment of any other obligations - Settle, compromise, release or discharge, or accept or refuse any offer of performance with respect to, or substitutions for, the Guaranteed Obligations or any agreement relating thereto, - Request and accept other guarantees of the Guaranteed Obligations remaining unsatisfied; and (iv) Guarantor’s liability with respect to take and hold security for the payment of this Guaranty or the Guaranteed Obligations shall remain in full force and effect Obligations, - Release, surrender, exchange, substitute, compromise, settle, rescind, waive, alter, subordinate or modify, with or without regard to, and shall not be impaired or affected by, nor shall Guarantor be exonerated or discharged by, (A) any Insolvency Proceeding with respect to Borrower, Guarantorconsideration, any other guarantor or any other Person; (B) any limitation, discharge, or cessation of the liability of Borrower, any other guarantor or any other Person security for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any performance of the Guaranteed Obligations; (C) any merger, acquisition, consolidation or change in structure of Borrower, Guarantor or any other guarantor or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of Borrower, Guarantor, any other guarantor or other Person; (D) any assignment or other transfer, in whole or in part, of Lender’s interests in and rights under this Guaranty, including, without limitation, Lender’s right to receive payment guarantees of the Guaranteed Obligations, or any assignment other obligation of any Person with respect to the Guaranteed Obligations, - Enforce and apply any security hereafter held by or for the benefit of the Authority in respect of this Guaranty or the Guaranteed Obligations and direct the order or manner of sale thereof, or exercise any other transferright or remedy that the Authority may have against any such security, as the Authority in its discretion may determine, and - Exercise any other rights available to it under the Contract Documents. This Guaranty and the obligations of Guarantor hereunder will be valid and enforceable and will not be subject to any reduction, limitation, impairment, discharge or termination for any reason (other than indefeasible performance in full of the Guaranteed Obligations), including without limitation the occurrence of any of the following, whether or not Guarantor will have had notice or knowledge of any of them: - Any failure or omission to assert or enforce or agreement or election not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy (whether arising under the Contract Documents, at law, in whole equity or in partotherwise) with respect to the Guaranteed Obligations or any agreement or instrument relating thereto; - Any modification, of Lender’s interests in agreement or stipulation between the Contractor and Authority or their respective successors and assigns, with respect to any collateral securing of the Contract Documents or the Guaranteed Obligations; (E) or any claim, defense, counterclaim or setoff, other than that of prior performance, that Borrower, Guarantorconsent to departure from, any other guarantor of the terms or other Person may have or assert, including, provisions (including without limitation, any defense limitation provisions relating to events of incapacity or lack default) of corporate or other authority to execute or deliver any Loan Document or this Guaranty the Contract Documents or any other document related agreement or instrument executed pursuant thereto; (F) - The Authority’s consent to the change, reorganization or termination of the corporate structure or existence of the Contractor; - Any defenses, set-offs or counterclaims that the Contractor may allege or assert against the Authority in respect of the Guaranteed Obligations, except as provided in the “Permitted Defenses; Contract Amendments” clause of this Guaranty; - Any failure to enforce the Guaranteed Obligations or any direction of application the terms, covenants or conditions contained in any of payment the Contract Documents or any modification thereof; - Any waiver by the Authority of the Guaranteed Obligations that is not in writing and signed by the authority’s authorized representative or that is made in the context of a bankruptcy or insolvency proceeding in which the Contractor is the debtor, unless otherwise specified in said waiver; - Any release of the Contractor from liability that is not in writing and signed by the Authority’s authorized representative or that is made in the context of a bankruptcy or insolvency proceeding in which the Contractor is the debtor, unless otherwise specified in said release; or - Any other act or thing or omission, or delay to Borrower, Guarantor, do any other guarantor act or other Person; and (G) Lender’s votething, claim, distribution, election, acceptance, action which may or inaction might in any bankruptcy case related manner or to any extent vary the risk of Guarantor as an obligor in respect of the Guaranteed Obligations.

Liability of Guarantor. The liability of Guarantor under this Guaranty shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, Guarantor agrees as follows: (i) Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of Guarantor and shall not be contingent upon Lenderany Advanta Party’s exercise or enforcement of any remedy it may have against Borrower Supplier or any other Person, or against any collateral for any Guaranteed Obligations; (ii) this Guaranty is a guaranty of payment when due and not of collectibility; (iii) Advanta may enforce this Guaranty upon the occurrence of a default notwithstanding any dispute between Advanta and Supplier with respect to the existence of such default; (iv) Guarantor’s payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and (ivv) Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall Guarantor be exonerated or discharged by, (A) any Insolvency Proceeding with respect to BorrowerSupplier, Guarantor, any other guarantor or any other Person; (B) any limitation, discharge, or cessation of the liability of BorrowerSupplier, any other guarantor or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations; (C) any merger, acquisition, consolidation or change in structure of BorrowerSupplier, Guarantor or any other guarantor or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of BorrowerSupplier, Guarantor, any other guarantor or other Person; (D) any assignment or other transfer, in whole or in part, of LenderAdvanta’s interests in and rights under this Guaranty, including, without limitation, Lenderincluding Advanta’s right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of LenderAdvanta’s interests in and to any collateral securing the Guaranteed Obligations; (E) any claim, defense, counterclaim or setoff, other than that of prior performance, that BorrowerSupplier, Guarantor, any other guarantor or other Person may have or assert, including, without limitation, including any defense of incapacity or lack of corporate or other authority to execute or deliver any Loan Document Contract or this Guaranty or any other document related thereto; (F) any direction of application of payment to BorrowerSupplier, Guarantor, any other guarantor or other Person; and (G) LenderAdvanta’s vote, claim, distribution, election, acceptance, action or inaction in any bankruptcy case related to the Guaranteed Obligations.

Liability of Guarantor. This is a guaranty of payment and performance and ---------------------- not of collection. The liability of Guarantor hereunder shall be joint and several with any other guarantors of the obligations guaranteed hereby. The liability of Guarantor under this Guaranty shall be irrevocable, absolute, independent direct and unconditional, immediate and shall not be affected by any circumstance which might constitute a discharge of a surety conditional or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, Guarantor agrees as follows: (i) Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of Guarantor and shall not be contingent upon Lender’s exercise or enforcement the pursuit of any remedy it may have remedies against Borrower or any Personother person (including, without limitation, other guarantors, if any), nor against the Collateral. Guarantor waives any right to require that an action be brought against Borrower or any other person or to require that resort be had to any Collateral or to any balance of any deposit account or credit on the books of Lender in favor of Borrower or any other person. In the event that, on account of the Bankruptcy Reform Act of 1978, as amended, or against any collateral for other debtor relief law (whether statutory, common law, case law, or otherwise) of any Guaranteed Obligations; (ii) this Guaranty is a guaranty jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, Borrower shall be relieved of payment when due and not of collectibility; (iii) Guarantor’s payment or fail to incur any debt, obligation, or liability as provided in the Loan Documents, Guarantor shall nevertheless be fully liable therefor. In the event of a portiondefault under the Loan Documents, but not allLender shall have the right to enforce its rights, powers, and remedies (including, without limitation, foreclosure of the Guaranteed Obligations shall in no way limit, affect, modify all or abridge Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; Collateral) thereunder or hereunder, in any order, and (iv) Guarantor’s liability with respect all rights, powers, and remedies available to Lender 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 Guaranteed Obligations indebtedness and obligations guaranteed hereby are partially paid or discharged by reason of the exercise of any of the remedies available to Lender, this Guaranty shall nevertheless remain in full force and effect without regard toeffect, and Guarantor shall remain liable for all remaining indebtedness and obligations guaranteed hereby, even though any rights which Guarantor may have against Borrower may be destroyed or diminished by the exercise of any such remedy; and if the indebtedness and obligations guaranteed hereby are otherwise partially paid or discharged for any reason, including voluntary payment or prepayment, application of insurance proceeds or condemnation awards, additional financing, or refinancing, or sale of the Collateral or a portion thereof, with or without the consent or cooperation of Lender, this Guaranty shall nevertheless remain in full force and effect, and Guarantor shall remain liable for all remaining indebtedness and obligations guaranteed hereby. Guarantor covenants and agrees that, upon the commencement of a voluntary or involuntary bankruptcy proceeding by or against Borrower, Guarantor shall not be impaired seek or affected by, nor shall Guarantor be exonerated or discharged by, (A) any Insolvency Proceeding with respect to Borrower, Guarantor, any other guarantor cause Borrower or any other Person; (B) any limitationperson or entity to seek a supplemental stay or other relief, dischargewhether injunctive or otherwise, or cessation of the liability of Borrower, any other guarantor pursuant to 11 U.S.C. 105 or any other Person for provision of the Bankruptcy Reform Act of 1978, as amended, or any Guaranteed Obligations due to any statuteother debtor relief law (whether statutory, regulation or rule of common law, case law, or any invalidity or unenforceability in whole or in part otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, to stay, interdict, condition, reduce, or inhibit the ability of Lender to enforce any rights of Lender against Guarantor or the Collateral by virtue of this Guaranty or otherwise. No exculpatory or similar provision of the Guaranteed Obligations; (C) any mergerLoan Documents which limits, acquisition, consolidation or change in structure of Borrower, Guarantor relieves Borrower or any other guarantor person or Personentity from, any personal or direct liability of Borrower under the Loan Documents shall limit or relieve Guarantor from any salesuch liability, lease, transfer or other disposition of any or all it being the intention of the assets parties hereto that Guarantor be liable for all obligations of the Borrower under any provision of the Loan Documents notwithstanding any such exculpatory or shares similar provision. The obligations of Borrower, Guarantor, Guarantor and the rights of Lender hereunder are in addition to the obligations of Guarantor and the rights of Lender under any other guarantor guaranty or other Person; (D) any assignment indemnity agreement given by Guarantor to Lender in connection with the Loan, and payments made under one guaranty or other transfer, in whole or in part, indemnity agreement shall not reduce the liabilities and obligations of Lender’s interests in and rights Guarantor under this Guaranty, including, without limitation, Lender’s right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of Lender’s interests in and to any collateral securing the Guaranteed Obligations; (E) any claim, defense, counterclaim or setoff, other than that of prior performance, that Borrower, Guarantor, any other guarantor guaranty or other Person may have or assert, including, without limitation, any defense of incapacity or lack of corporate or other authority to execute or deliver any Loan Document or this Guaranty or any other document related thereto; (F) any direction of application of payment to Borrower, Guarantor, any other guarantor or other Person; and (G) Lender’s vote, claim, distribution, election, acceptance, action or inaction in any bankruptcy case related to the Guaranteed Obligations.indemnity agreement. 3.05

Liability of Guarantor. This is a guaranty of payment and performance and not of collection. The liability of Guarantor under this Guaranty shall be irrevocable, absolute, independent direct and unconditional, immediate and shall not be affected by any circumstance which might constitute a discharge of a surety conditional or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, Guarantor agrees as follows: (i) Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of Guarantor and shall not be contingent upon Lender’s exercise or enforcement the pursuit of any remedy it may have remedies against Borrower or any Personother person (including, without limitation, other guarantors, if any), nor against the Collateral. Guarantor waives any right to require that an action be brought against Borrower or any other person or to require that resort be had to any Collateral or to any balance of any deposit account or credit on the books of Lender in favor of Borrower or any other person. In the event that, on account of the Bankruptcy Reform Act of 1978, as amended, or against any collateral for other debtor relief law (whether statutory, common law, case law or otherwise) of any Guaranteed Obligations; (ii) this Guaranty is a guaranty jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, Borrower shall be relieved of payment when due and not of collectibility; (iii) Guarantor’s payment or fail to incur any debt, obligation or liability as provided in the Loan Documents, Guarantor shall nevertheless be fully liable therefor. In the event of a portiondefault under the Loan Documents, but not allLender shall have the right to enforce its rights, powers and remedies (including, without limitation, foreclosure of the Guaranteed Obligations shall in no way limit, affect, modify all or abridge Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; Collateral) thereunder or hereunder, in any order, and (iv) Guarantor’s liability with respect all rights, powers and remedies available to Lender in such event shall be nonexclusive and cumulative of all other rights, powers and remedies provided thereunder or hereunder or by law or in equity. If the Guaranteed Obligations indebtedness guaranteed hereby is partially paid by reason of the election of Lender to pursue any of the remedies available to Lender, or is otherwise partially paid, this Guaranty shall nevertheless remain in full force and effect without regard toeffect, and Guarantor shall remain liable for the entire remaining unpaid balance of the indebtedness guaranteed hereby, even though any rights which Guarantor may have against Borrower may be destroyed or diminished by the exercise of any such remedy. Guarantor covenants and agrees that, upon the commencement of a voluntary or involuntary bankruptcy proceeding by or against Borrower, Guarantor shall not be impaired seek or affected by, nor shall Guarantor be exonerated or discharged by, (A) any Insolvency Proceeding with respect to Borrower, Guarantor, any other guarantor cause Borrower or any other Person; (B) any limitationperson or entity to seek a supplemental stay or other relief, dischargewhether injunctive or otherwise, or cessation of the liability of Borrower, any other guarantor pursuant to 11 U.S.C. §105 or any other Person for any Guaranteed Obligations due to any statuteprovision of the Bankruptcy Reform Act of 1978, regulation or rule of lawas amended, or any invalidity other debtor relief law (whether statutory, common law, case law or unenforceability in whole or in part otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, to stay, interdict, condition, reduce or inhibit the ability of the Guaranteed Obligations; (C) Lender to enforce any merger, acquisition, consolidation or change in structure rights of Borrower, Lender against Guarantor or any other guarantor or Person, or any sale, lease, transfer or other disposition the Collateral by virtue of any or all of the assets or shares of Borrower, Guarantor, any other guarantor or other Person; (D) any assignment or other transfer, in whole or in part, of Lender’s interests in and rights under this Guaranty, including, without limitation, Lender’s right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of Lender’s interests in and to any collateral securing the Guaranteed Obligations; (E) any claim, defense, counterclaim or setoff, other than that of prior performance, that Borrower, Guarantor, any other guarantor or other Person may have or assert, including, without limitation, any defense of incapacity or lack of corporate or other authority to execute or deliver any Loan Document or this Guaranty or otherwise. The obligations of Guarantor and the rights of Lender hereunder are in addition to the obligations of Guarantor and the rights of Lender under any other document related thereto; (F) any direction guaranty or indemnity agreement given by Guarantor to Lender in connection with the Loan, and payments made hereunder shall not reduce the liabilities and obligations of application of payment to Borrower, Guarantor, Guarantor under any other guarantor such guaranty or other Person; and (G) Lender’s vote, claim, distribution, election, acceptance, action or inaction in any bankruptcy case related to the Guaranteed Obligationsindemnity agreement.

Liability of Guarantor. This is a guaranty of payment and performance and not of collection. The liability of Guarantor under this Guaranty shall be irrevocable, absolute, independent direct and unconditional, immediate and shall not be affected by any circumstance which might constitute a discharge of a surety conditional or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, Guarantor agrees as follows: (i) Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of Guarantor and shall not be contingent upon Lender’s exercise or enforcement the pursuit of any remedy it may have remedies against Borrower or any Personother person (including, without limitation, other guarantors, if any), nor against the Collateral. Guarantor waives any right to require that an action be brought against Borrower or any other person or to require that resort be had to any Collateral or to any balance of any deposit account or credit on the books of Lender in favor of Borrower or any other person. In the event that, on account of the Bankruptcy Reform Act of 1978, as amended, or against any collateral for other debtor relief law (whether statutory, common law, case law or otherwise) of any Guaranteed Obligations; (ii) this Guaranty is a guaranty jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, Borrower shall be relieved of payment when due and not of collectibility; (iii) Guarantor’s payment or fail to incur any debt, obligation or liability as provided in the Loan Documents, Guarantor shall nevertheless be fully liable therefor. In the event of a portiondefault under the Loan Documents, but not allLender shall have the right to enforce its rights, powers and remedies (including, without limitation, foreclosure of the Guaranteed Obligations shall in no way limit, affect, modify all or abridge Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; Collateral) thereunder or hereunder, in any order, and (iv) Guarantor’s liability with respect all rights, powers and remedies available to Lender in such event shall be nonexclusive and cumulative of all other rights, powers and remedies provided thereunder or hereunder or by law or in equity. If the Guaranteed Obligations indebtedness guaranteed hereby is partially paid by reason of the election of Lender to pursue any of the remedies available to Lender, or is otherwise partially paid, this Guaranty shall nevertheless remain in full force and effect without regard toeffect, and Guarantor shall remain liable for the entire remaining unpaid balance of the indebtedness guaranteed hereby, even though any rights which Guarantor may have against Borrower may be destroyed or diminished by the exercise of any such remedy. Guarantor covenants and agrees that, upon the commencement of a voluntary or involuntary bankruptcy proceeding by or against Borrower, Guarantor shall not be impaired seek or affected by, nor shall Guarantor be exonerated or discharged by, (A) any Insolvency Proceeding with respect to Borrower, Guarantor, any other guarantor cause Borrower or any other Person; (B) any limitationperson or entity to seek a supplemental stay or other relief, dischargewhether injunctive or otherwise, or cessation of the liability of Borrower, any other guarantor pursuant to 11 U.S.C. ss.105 or any other Person for any Guaranteed Obligations due to any statuteprovision of the Bankruptcy Reform Act of 1978, regulation or rule of lawas amended, or any invalidity other debtor relief law (whether statutory, common law, case law or unenforceability in whole or in part otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, to stay, interdict, condition, reduce or inhibit the ability of the Guaranteed Obligations; (C) Lender to enforce any merger, acquisition, consolidation or change in structure rights of Borrower, Lender against Guarantor or any other guarantor or Person, or any sale, lease, transfer or other disposition the Collateral by virtue of any or all of the assets or shares of Borrower, Guarantor, any other guarantor or other Person; (D) any assignment or other transfer, in whole or in part, of Lender’s interests in and rights under this Guaranty, including, without limitation, Lender’s right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of Lender’s interests in and to any collateral securing the Guaranteed Obligations; (E) any claim, defense, counterclaim or setoff, other than that of prior performance, that Borrower, Guarantor, any other guarantor or other Person may have or assert, including, without limitation, any defense of incapacity or lack of corporate or other authority to execute or deliver any Loan Document or this Guaranty or otherwise. No exculpatory or similar provision of the Loan Documents which limits, or relieves Borrower from, any personal or direct liability of Borrower under the Loan Documents shall limit or relieve Guarantor from any such liability, it being the intention of the parties hereto that Guarantor be liable for all obligations of the Borrower under any provision of the Loan Documents notwithstanding any such exculpatory or similar provision. The obligations of Guarantor and the rights of Lender hereunder are in addition to the obligations of Guarantor and the rights of Lender under any other document related thereto; (F) any direction guaranty, indemnity or other agreement given by Guarantor to Lender in connection with the Loan, and payments made hereunder shall not reduce the liabilities and obligations of application of payment to Borrower, Guarantor, Guarantor under any other guarantor such guaranty, indemnity or other Person; and (G) Lender’s vote, claim, distribution, election, acceptance, action or inaction in any bankruptcy case related to the Guaranteed Obligationsagreement.

Liability of Guarantor. This is a guaranty of payment and ---------------------- performance and not of collection. The liability of Guarantor under this Guaranty shall be irrevocabledirect and immediate and not conditional or contingent upon the pursuit of any remedies against the Practice or any other person (including, absolutewithout limitation, independent other guarantors, if any). Guarantor waives any right to require that an action be brought against the Practice or any other person or to require that resort be had to any collateral or to any balance of any deposit account or credit on the books of PHC-SUB in favor of the Practice or any other person. In the event that, 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, the Practice shall be relieved of or fail to incur any debt, obligation or liability as provided in the PM Agreement, Guarantor shall nevertheless be fully liable therefor. In the event of a default under the PM Agreement, PHC-SUB shall have the right to enforce its rights, powers and unconditionalremedies thereunder or hereunder, in any order, and all rights, powers and remedies available to PHC-SUB in such event shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment nonexclusive and performance in full cumulative of all Guaranteed Obligationsother rights, powers and remedies provided thereunder or hereunder or by law or in equity. In furtherance If the indebtedness guaranteed hereby is partially paid by reason of the foregoing and without limiting election of PHC-SUB to pursue any of the generality thereof, Guarantor agrees as follows: (i) Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of Guarantor and shall not be contingent upon Lender’s exercise or enforcement of any remedy it may have against Borrower or any Personremedies available to PHC-SUB, or against any collateral for any Guaranteed Obligations; (ii) is otherwise partially paid, this Guaranty is a guaranty of payment when due and not of collectibility; (iii) Guarantor’s payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and (iv) Guarantor’s liability with respect to the Guaranteed Obligations shall nevertheless remain in full force and effect without regard toeffect, and Guarantor shall not be impaired or affected by, nor shall Guarantor be exonerated or discharged by, (A) any Insolvency Proceeding with respect to Borrower, Guarantor, any other guarantor or any other Person; (B) any limitation, discharge, or cessation remain liable for the entire remaining unpaid balance of the liability Applicable Percentage of Borrowerthe indebtedness guaranteed hereby, even though any other guarantor rights which Guarantor may have against the Practice may be destroyed or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part diminished by the exercise of any of the Guaranteed Obligations; (C) any merger, acquisition, consolidation or change in structure of Borrower, Guarantor or any other guarantor or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of Borrower, Guarantor, any other guarantor or other Person; (D) any assignment or other transfer, in whole or in part, of Lender’s interests in and rights under this Guaranty, including, without limitation, Lender’s right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of Lender’s interests in and to any collateral securing the Guaranteed Obligations; (E) any claim, defense, counterclaim or setoff, other than that of prior performance, that Borrower, Guarantor, any other guarantor or other Person may have or assert, including, without limitation, any defense of incapacity or lack of corporate or other authority to execute or deliver any Loan Document or this Guaranty or any other document related thereto; (F) any direction of application of payment to Borrower, Guarantor, any other guarantor or other Person; and (G) Lender’s vote, claim, distribution, election, acceptance, action or inaction in any bankruptcy case related to the Guaranteed Obligationssuch remedy.

Liability of Guarantor. The liability of Guarantor under Authority may enforce this Guaranty shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which might constitute a discharge upon the occurrence of a surety or guarantor other than breach by the indefeasible payment and performance in full Contractor of all any of the Guaranteed Obligations, notwithstanding the existence of any dispute between the Authority and the Contractor with respect to the existence of such a breach. In furtherance of the foregoing and without limiting the generality thereof, Guarantor agrees as follows: (i) Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation performance of Guarantor and shall not be contingent upon Lender’s exercise or enforcement of any remedy it may have against Borrower or any Person, or against any collateral for any Guaranteed Obligations; (ii) this Guaranty is a guaranty of payment when due and not of collectibility; (iii) Guarantor’s payment of a portionsome, but not all, of the Guaranteed Obligations shall will in no way limit, affect, modify or abridge Guarantor’s liability for those Guaranteed Obligations that have not been performed. The Authority, upon such terms as it deems appropriate, without notice or demand and without affecting the validity or enforceability of this Guaranty or giving rise to any portion reduction, limitation, impairment, discharge or termination of Guarantor’s liability hereunder, from time to time may: - with respect to the financial obligations of the Contractor, renew, extend, accelerate, increase the rate of interest on, or otherwise change the time, place, manner or terms of payment of financial obligations that are Guaranteed Obligations, and/or subordinate the payment of the same to the payment of any other obligations - settle, compromise, release or discharge, or accept or refuse any offer of performance with respect to, or substitutions for, the Guaranteed Obligations or any agreement relating thereto, - request and accept other guarantees of the Guaranteed Obligations remaining unsatisfied; and (iv) Guarantor’s liability with respect to take and hold security for the payment of this Guaranty or the Guaranteed Obligations shall remain in full force and effect Obligations, - release, surrender, exchange, substitute, compromise, settle, rescind, waive, alter, subordinate or modify, with or without regard to, and shall not be impaired or affected by, nor shall Guarantor be exonerated or discharged by, (A) any Insolvency Proceeding with respect to Borrower, Guarantorconsideration, any other guarantor or any other Person; (B) any limitation, discharge, or cessation of the liability of Borrower, any other guarantor or any other Person security for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any performance of the Guaranteed Obligations; (C) any merger, acquisition, consolidation or change in structure of Borrower, Guarantor or any other guarantor or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of Borrower, Guarantor, any other guarantor or other Person; (D) any assignment or other transfer, in whole or in part, of Lender’s interests in and rights under this Guaranty, including, without limitation, Lender’s right to receive payment guarantees of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, obligation of Lender’s interests in and to any collateral securing the Guaranteed Obligations; (E) any claim, defense, counterclaim or setoff, other than that of prior performance, that Borrower, Guarantor, any other guarantor or other Person may have or assert, including, without limitation, any defense of incapacity or lack of corporate or other authority to execute or deliver any Loan Document or this Guaranty or any other document related thereto; (F) any direction of application of payment to Borrower, Guarantor, any other guarantor or other Person; and (G) Lender’s vote, claim, distribution, election, acceptance, action or inaction in any bankruptcy case related with respect to the Guaranteed Obligations., - enforce and apply any security hereafter held by or for the benefit of the Authority in respect of this Guaranty or the Guaranteed Obligations and direct the order or manner of sale thereof, or exercise any other right or remedy that the Authority may have against any such security, as the Authority in its discretion may determine, and

Liability of Guarantor. The liability of Guarantor under this Guaranty shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed ObligationsObligations and / or conversion by all Lenders and/or (if a Lender declines to convert or be repaid upon an event as described in Section 4.4 of the Promissory Note), the expiry of 12 months from the date of the request to convert or be repaid, by Company to the declining Lender. In furtherance of the foregoing and without limiting the generality thereof, Guarantor agrees as follows: (i) Guarantor’s 's liability hereunder shall be the immediate, direct, and primary obligation of Guarantor and shall not be contingent upon any Lender’s 's exercise or enforcement of any remedy it may have against Borrower Company or any other person or entity ("Person"), or against any collateral for any Guaranteed Obligations; (ii) this Guaranty is a guaranty of payment when due and not of collectibility; (iii) the Collateral Agent, and not individual Lenders other than the Collateral Agent, may enforce this Guaranty upon the occurrence of a default notwithstanding any dispute between any Lender and Company with respect to the existence of such default; (iv) Guarantor’s 's payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge Guarantor’s 's liability for any portion of the Guaranteed Obligations remaining unsatisfied; and (ivv) to the extent legally permissible, Guarantor’s 's liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall Guarantor be exonerated or discharged by, (A) any Insolvency Proceeding with respect to BorrowerCompany, Guarantor, any other guarantor or any other Person; (B) any limitation, discharge, or cessation of the liability of BorrowerCompany, any other guarantor or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations; (C) any merger, acquisition, consolidation or change in structure of BorrowerCompany, Guarantor or any other guarantor or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of BorrowerCompany, Guarantor, any other guarantor or other Person; (D) any assignment or other transfer, in whole or in part, of any Lender’s 's interests in and rights under this Guaranty, including, without limitation, including any Lender’s 's right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of any Lender’s 's interests in and to any collateral securing the Guaranteed Obligations; (E) any claim, defense, counterclaim or setoff, other than that of prior performanceperformance and those arising under the Convertible Loan Agreement, that BorrowerCompany, Guarantor, any other guarantor or other Person may have or assert, including, without limitation, including any defense of incapacity or lack of corporate or other authority to execute or deliver any Loan Document or this Guaranty or any other document related thereto; (F) any direction of application of payment to BorrowerCompany, Guarantor, any other guarantor or other Person; and (G) any Lender’s 's vote, claim, distribution, election, acceptance, action or inaction in any bankruptcy case related to the Guaranteed Obligations.

Liability of Guarantor. The Guarantor agrees that Secured Party, shall have the full right and power, in its sole discretion and without any notice to or consent from Guarantor and without affecting or discharging, in whole or in part, the liability of Guarantor under this Guaranty shall be irrevocableAgreement or the Note, absolute, independent and unconditional, and shall not be affected by to deal in any circumstance which might constitute a discharge of a surety or guarantor other than manner with the indefeasible payment and performance in full of all Guaranteed Obligations, Collateral and any security or guaranties therefor. In furtherance of the foregoing and without Without limiting the generality thereofof the foregoing, Guarantor agrees as followsthe occurrence of any one or more of the following shall not affect Guarantor’s obligations hereunder or under the Note: (ia) Guarantor’s liability hereunder shall be new agreements or obligations of the immediateCompany with or to Secured Party or increases, directamendments, and primary obligation extensions, modification, renewals or waivers of Guarantor and shall not be contingent upon Lender’s exercise default as to any existing or enforcement future agreements or obligations of the Company, with or to Secured Party or extensions of credit by Secured Party to the Company; (b) adjustments, compromises or releases of any remedy it may have against Borrower obligations to or any Person, or against any collateral for any Guaranteed Obligations; (ii) this Guaranty is a guaranty of payment when due and not of collectibility; (iii) Guarantor’s payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and (iv) Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall Guarantor be exonerated or discharged by, (A) any Insolvency Proceeding with respect to Borrower, GuarantorCompany, any other guarantor of the Obligations or other Persons, or exchanges, releases of sales of any security or collateral of the Company, Guarantor or other PersonPersons; (Bc) any limitationerrors, dischargeomissions, or cessation of the liability of Borrower, any other guarantor or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole of this Agreement or in part of any of the Guaranteed ObligationsNote; (Cd) any mergerreorganization, acquisitionextensions, consolidation or change in structure of Borrower, Guarantor or any other guarantor or Person, or any sale, lease, transfer moratoria or other disposition of relief granted to the Company pursuant to any law presently in force or all of the assets or shares of Borrower, Guarantor, any other guarantor or other Personhereafter enacted; (De) any assignment interruptions in the business relations between or other transferamong Secured Party, the Company and/or Guarantor; (f) the release or exchange, in whole or in part, of Lender’s interests in and rights under this Guaranty, including, without limitation, Lender’s right to receive payment any other guarantor of the Guaranteed Obligations, Obligations from such Person’s guaranty of the Obligations or any assignment security or other transfer, in whole collateral therefor or in part, of Lender’s interests in and to any collateral securing the Guaranteed Obligationsaction or inaction by Secured Party with respect thereto; (Eg) the failure of any Person to sign any similar guaranty; (h) subsequent reorganization, merger or consolidation of the Company or any other change any of the foregoing’s structure, nature, personnel or location; or (i) any claimimpairment, defensemodification, counterclaim change, release or setoff, other than that limitation of prior performance, that Borrower, Guarantorthe liability of the Company, any other guarantor or other Person may have or assert, including, without limitation, any defense of incapacity or lack of corporate or other authority to execute or deliver any Loan Document or this Guaranty the Obligations or any other document related thereto; (F) Person or their respective estates in bankruptcy resulting from the operation of any direction present or future provision of application any Bankruptcy Laws, or from the decision of payment to Borrower, Guarantor, any other guarantor or other Person; and (G) Lender’s vote, claim, distribution, election, acceptance, action or inaction in any bankruptcy case related to the Guaranteed Obligationscourt.

Liability of Guarantor. This is a guaranty of payment and ---------------------- performance and not of collection. The liability of Guarantor under this Guaranty shall be irrevocabledirect and immediate and not conditional or contingent upon the pursuit of any remedies against the Service Provider or any other person (including, absolutewithout limitation, independent other guarantors, if any). Guarantor waives any right to require that an action be brought against the Service Provider or any other person or to require that resort be had to any collateral or to any balance of any deposit account or credit on the books of PHC-SUB in favor of the Service Provider or any other person. In the event that, 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, the Service Provider shall be relieved of or fail to incur any debt, obligation or liability as provided in the PM Agreement, Guarantor shall nevertheless be fully liable therefor. In the event of a default under the PM Agreement, PHC-SUB shall have the right to enforce its rights, powers and unconditionalremedies thereunder or hereunder, in any order, and all rights, powers and remedies available to PHC- SUB in such event shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment nonexclusive and performance in full cumulative of all Guaranteed Obligationsother rights, powers and remedies provided thereunder or hereunder or by law or in equity. In furtherance If the indebtedness guaranteed hereby is partially paid by reason of the foregoing and without limiting election of PHC-SUB to pursue any of the generality thereof, Guarantor agrees as follows: (i) Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of Guarantor and shall not be contingent upon Lender’s exercise or enforcement of any remedy it may have against Borrower or any Personremedies available to PHC-SUB, or against any collateral for any Guaranteed Obligations; (ii) is otherwise partially paid, this Guaranty is a guaranty of payment when due and not of collectibility; (iii) Guarantor’s payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and (iv) Guarantor’s liability with respect to the Guaranteed Obligations shall nevertheless remain in full force and effect without regard toeffect, and Guarantor shall not be impaired or affected by, nor shall Guarantor be exonerated or discharged by, (A) any Insolvency Proceeding with respect to Borrower, Guarantor, any other guarantor or any other Person; (B) any limitation, discharge, or cessation remain liable for the entire remaining unpaid balance of the liability of Borrowerindebtedness guaranteed hereby, even though any other guarantor rights which Guarantor may have against the Service Provider may be destroyed or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part diminished by the exercise of any of the Guaranteed Obligations; (C) any merger, acquisition, consolidation or change in structure of Borrower, Guarantor or any other guarantor or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of Borrower, Guarantor, any other guarantor or other Person; (D) any assignment or other transfer, in whole or in part, of Lender’s interests in and rights under this Guaranty, including, without limitation, Lender’s right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of Lender’s interests in and to any collateral securing the Guaranteed Obligations; (E) any claim, defense, counterclaim or setoff, other than that of prior performance, that Borrower, Guarantor, any other guarantor or other Person may have or assert, including, without limitation, any defense of incapacity or lack of corporate or other authority to execute or deliver any Loan Document or this Guaranty or any other document related thereto; (F) any direction of application of payment to Borrower, Guarantor, any other guarantor or other Person; and (G) Lender’s vote, claim, distribution, election, acceptance, action or inaction in any bankruptcy case related to the Guaranteed Obligationssuch remedy.

Liability of Guarantor. This is a guaranty of payment and performance and not of collection. The liability of Guarantor under this Guaranty shall be irrevocable, absolute, independent direct and unconditional, immediate and shall not be affected by any circumstance which might constitute a discharge of a surety conditional or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, Guarantor agrees as follows: (i) Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of Guarantor and shall not be contingent upon Lender’s exercise or enforcement the pursuit of any remedy it may have remedies against Borrower or any Personother person (including, without limitation, other guarantors, if any), nor against the Collateral. Guarantor waives any right to require that an action be brought against Borrower or any other person or to require that resort be had to any Collateral or to any balance of any deposit account or credit on the books of Lender in favor of Borrower or any other person. In the event that, on account of the Bankruptcy Reform Act of 1978, as amended, or against any collateral for other debtor relief law (whether statutory, common law, case law or otherwise) of any Guaranteed Obligations; (ii) this Guaranty is a guaranty jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, Borrower shall be relieved of payment when due and not of collectibility; (iii) Guarantor’s payment or fail to incur any debt, obligation or liability as provided in the Loan Documents, Guarantor shall nevertheless be fully liable therefor. In the event of a portiondefault under the Loan Documents, but not allLender shall have the right to enforce its rights, powers and remedies (including, without limitation, foreclosure of the Guaranteed Obligations shall in no way limit, affect, modify all or abridge Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; Collateral) thereunder or hereunder, in any order, and (iv) Guarantor’s liability with respect all rights, powers and remedies available to Lender in such event shall be nonexclusive and cumulative of all other rights, powers and remedies provided thereunder or hereunder or by law or in equity. If the Guaranteed Obligations indebtedness guaranteed hereby is partially paid by reason of the election of Lender to pursue any of the remedies available to Lender, or is otherwise partially paid, this Guaranty shall nevertheless remain in full force and effect without regard toeffect, and Guarantor shall remain liable for the entire remaining unpaid balance of the indebtedness guaranteed hereby, even though any rights which Guarantor may have against Borrower may be destroyed or diminished by the exercise of any such remedy. Guarantor covenants and agrees that, upon the commencement of a voluntary or involuntary bankruptcy proceeding by or against Borrower, Guarantor shall not be impaired seek or affected by, nor shall Guarantor be exonerated or discharged by, (A) any Insolvency Proceeding with respect to Borrower, Guarantor, any other guarantor cause Borrower or any other Person; (B) any limitationperson or entity to seek a supplemental stay or other relief, dischargewhether injunctive or otherwise, or cessation of the liability of Borrower, any other guarantor pursuant to 11 U.S.C. Section 105 or any other Person for any Guaranteed Obligations due to any statuteprovision of the Bankruptcy Reform Act of 1978, regulation or rule of lawas amended, or any invalidity other debtor relief law (whether statutory, common law, case law or unenforceability in whole or in part otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, to stay, interdict, condition, reduce or inhibit the ability of the Guaranteed Obligations; (C) Lender to enforce any merger, acquisition, consolidation or change in structure rights of Borrower, Lender against Guarantor or any other guarantor or Person, or any sale, lease, transfer or other disposition the Collateral by virtue of any or all of the assets or shares of Borrower, Guarantor, any other guarantor or other Person; (D) any assignment or other transfer, in whole or in part, of Lender’s interests in and rights under this Guaranty, including, without limitation, Lender’s right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of Lender’s interests in and to any collateral securing the Guaranteed Obligations; (E) any claim, defense, counterclaim or setoff, other than that of prior performance, that Borrower, Guarantor, any other guarantor or other Person may have or assert, including, without limitation, any defense of incapacity or lack of corporate or other authority to execute or deliver any Loan Document or this Guaranty or otherwise. No exculpatory or similar provision of the Loan Documents which limits, or relieves Borrower from, any personal or direct liability of Borrower under the Loan Documents shall limit or relieve Guarantor from any such liability, it being the intention of the parties hereto that Guarantor be liable for all obligations of the Borrower under any provision of the Loan Documents notwithstanding any such exculpatory or similar provision. The obligations of Guarantor and the rights of Lender hereunder are in addition to the obligations of Guarantor and the rights of Lender under any other document related thereto; (F) any direction guaranty, indemnity or other agreement given by Guarantor to Lender in connection with the Loan, and payments made hereunder shall not reduce the liabilities and obligations of application of payment to Borrower, Guarantor, Guarantor under any other guarantor such guaranty, indemnity or other Person; and (G) Lender’s vote, claim, distribution, election, acceptance, action or inaction in any bankruptcy case related to the Guaranteed Obligationsagreement.

Liability of Guarantor. The liability of Guarantor under this Guaranty shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, Guarantor agrees as follows: (i) Guarantor’s 's liability hereunder shall be the immediate, direct, and primary obligation of Guarantor and shall not be contingent upon Lender’s 's exercise or enforcement of any remedy it may have against Borrower Company or any other person or entity ("Person"), or against any collateral for any Guaranteed Obligations; (ii) this Guaranty is a guaranty of payment when due and not of collectibility; (iii) Guarantor’s 's payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge Guarantor’s 's liability for any portion of the Guaranteed Obligations remaining unsatisfied; and (iv) Guarantor’s 's liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall Guarantor be exonerated or discharged by, (A) any Insolvency Proceeding with respect to Borrowerinsolvency, bankruptcy, reorganization, arrangement, adjustment, composition, assignment for the benefit of creditors, liquidation, winding up or dissolution of Company, Guarantor, any other guarantor or any other Person; (B) any limitation, discharge, or cessation of the liability of BorrowerCompany, any other guarantor or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations; (C) any merger, acquisition, consolidation or change in structure of BorrowerCompany, Guarantor or any other guarantor or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of BorrowerCompany, Guarantor, any other guarantor or other Person; (D) any assignment or other transfer, in whole or in part, of Lender’s 's interests in and rights under this Guaranty, including, without limitation, Lender’s right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of Lender’s interests in and to any collateral securing the Guaranteed Obligations; (E) any claim, defense, counterclaim or setoff, other than that of prior performance, that BorrowerCompany, Guarantor, any other guarantor or other Person may have or assert, including, without limitation, including any defense of incapacity or lack of corporate or other authority to execute or deliver any Loan Document or this Guaranty or any other document related thereto; (F) any direction of application of payment to BorrowerCompany, Guarantor, any other guarantor or other Person; and (G) Lender’s 's vote, claim, distribution, election, acceptance, action or inaction in any bankruptcy case related to the Guaranteed Obligations.

Liability of Guarantor. The liability of Guarantor under this This Guaranty shall be irrevocable, is an absolute, independent irrevocable and unconditionalunconditional guaranty of payment and performance. In the event of default by Borrower in payment or performance of the Guaranteed Obligation, or any part thereof, when such indebtedness or performance becomes due, either by its terms or as the result of the exercise of any power to accelerate, Guarantor shall, on demand and without presentment, protest, notice of protest, further notice of nonpayment or of dishonor or of default or nonperformance, or notice of acceleration or of intent to accelerate, or any other notice whatsoever (except as provided in the Credit Agreement), without any notice having been given to Guarantor previous to such demand of the acceptance by Lenders of this Guaranty, and without any notice having been given to Guarantor previous to such demand of the creating or incurring of such indebtedness or of such obligation to perform, pay the amount due thereon to Lenders or perform or observe the agreement, covenant, term or condition, as the case may be, and it shall not be affected necessary for Lenders, in order to enforce such payment or performance by any circumstance which might constitute a discharge of a surety Guarantor, first to institute suit or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, Guarantor agrees as follows: (i) Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of Guarantor and shall not be contingent upon Lender’s exercise or enforcement of any remedy it may have exhaust their remedies against Borrower or others liable on such indebtedness or for such performance, to enforce their rights against any Personsecurity which shall ever have been given to secure such indebtedness or performance, to join Borrower or any others liable on the Guaranteed Obligation in any action to enforce this Guaranty, or to resort to any other means of obtaining payment or performance of the Guaranteed Obligation. Suit may be brought or demand may be made against all parties who have signed this Guaranty, or against any collateral for any Guaranteed Obligations; (ii) this Guaranty is a guaranty one or more of payment when due and not them, separately or together, without impairing the rights of collectibility; (iii) Guarantor’s payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and (iv) Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall Guarantor be exonerated or discharged by, (A) any Insolvency Proceeding with respect to Borrower, Guarantor, Lenders against any other guarantor party hereto. At any time Lenders are entitled to exercise their remedies hereunder, they may in their discretion elect to demand payment or any other Person; (B) any limitationperformance. If Lenders elect to demand performance, discharge, or cessation of they shall at all times thereafter have the liability of Borrower, any other guarantor or any other Person for any Guaranteed Obligations due right to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations; (C) any merger, acquisition, consolidation or change in structure of Borrower, Guarantor or any other guarantor or Person, or any sale, lease, transfer or other disposition of any or demand payment until all of the assets or shares of BorrowerIndebtedness has been paid in full. If Lenders elects to demand payment, Guarantor, any other guarantor or other Person; (D) any assignment or other transfer, in whole or in part, of Lender’s interests in and rights under this Guaranty, including, without limitation, Lender’s they shall at all times thereafter have the right to receive payment demand performance until all of the Guaranteed Obligations, or any assignment or other transfer, Indebtedness has been paid in whole or in part, of Lender’s interests in and to any collateral securing the Guaranteed Obligations; (E) any claim, defense, counterclaim or setoff, other than that of prior performance, that Borrower, Guarantor, any other guarantor or other Person may have or assert, including, without limitation, any defense of incapacity or lack of corporate or other authority to execute or deliver any Loan Document or this Guaranty or any other document related thereto; (F) any direction of application of payment to Borrower, Guarantor, any other guarantor or other Person; and (G) Lender’s vote, claim, distribution, election, acceptance, action or inaction in any bankruptcy case related to the Guaranteed Obligationsfull.

Liability of Guarantor. The liability of Guarantor under Authority may enforce this Guaranty shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which might constitute a discharge upon the occurrence of a surety or guarantor other than breach by the indefeasible payment and performance in full Contractor of all any of the Guaranteed Obligations, notwithstanding the existence of any dispute between the Authority and the Contractor with respect to the existence of such a breach. In furtherance of the foregoing and without limiting the generality thereof, Guarantor agrees as follows: (i) Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation performance of Guarantor and shall not be contingent upon Lender’s exercise or enforcement of any remedy it may have against Borrower or any Person, or against any collateral for any Guaranteed Obligations; (ii) this Guaranty is a guaranty of payment when due and not of collectibility; (iii) Guarantor’s payment of a portionsome, but not all, of the Guaranteed Obligations shall will in no way limit, affect, modify or abridge Guarantor’s liability for those Guaranteed Obligations that have not been performed. The Authority, upon such terms as it deems appropriate, without notice or demand and without affecting the validity or enforceability of this Guaranty or giving rise to any portion reduction, limitation, impairment, discharge or termination of Guarantor’s liability hereunder, from time to time may do any of the following: - With respect to the financial obligations of the Contractor, renew, extend, accelerate, increase the rate of interest on, or otherwise change the time, place, manner or terms of payment of financial obligations that are Guaranteed Obligations, and/or subordinate the payment of the same to the payment of any other obligations - Settle, compromise, release or discharge, or accept or refuse any offer of performance with respect to, or substitutions for, the Guaranteed Obligations or any agreement relating thereto, - Request and accept other guarantees of the Guaranteed Obligations remaining unsatisfied; and (iv) Guarantor’s liability with respect to take and hold security for the payment of this Guaranty or the Guaranteed Obligations shall remain in full force and effect Obligations, - Release, surrender, exchange, substitute, compromise, settle, rescind, waive, alter, subordinate or modify, with or without regard to, and shall not be impaired or affected by, nor shall Guarantor be exonerated or discharged by, (A) any Insolvency Proceeding with respect to Borrower, Guarantorconsideration, any other guarantor or any other Person; (B) any limitation, discharge, or cessation of the liability of Borrower, any other guarantor or any other Person security for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any performance of the Guaranteed Obligations; (C) any merger, acquisition, consolidation or change in structure of Borrower, Guarantor or any other guarantor or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of Borrower, Guarantor, any other guarantor or other Person; (D) any assignment or other transfer, in whole or in part, of Lender’s interests in and rights under this Guaranty, including, without limitation, Lender’s right to receive payment guarantees of the Guaranteed Obligations, or any assignment other obligation of any Person with respect to the Guaranteed Obligations, - Enforce and apply any security hereafter held by or for the benefit of the Authority in respect of this Guaranty or the Guaranteed Obligations and direct the order or manner of sale thereof, or exercise any other transferright or remedy that the Authority may have against any such security, as the Authority in its discretion may determine, and - Exercise any other rights available to it under the Contract Documents. This Guaranty and the obligations of Guarantor hereunder will be valid and enforceable and will not be subject to any reduction, limitation, impairment, discharge or termination for any reason (other than indefeasible performance in full of the Guaranteed Obligations), including without limitation the occurrence of any of the following, whether or not Guarantor will have had notice or knowledge of any of them: - Any failure or omission to assert or enforce or agreement or election not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy (whether arising under the Contract Documents, at law, in whole equity or in partotherwise) with respect to the Guaranteed Obligations or any agreement or instrument relating thereto; - Any modification, of Lender’s interests in agreement or stipulation between the Contractor and Authority or their respective successors and assigns, with respect to any collateral securing of the Contract Documents or the Guaranteed Obligations; (E) or any claim, defense, counterclaim or setoff, other than that of prior performance, that Borrower, Guarantorconsent to departure from, any other guarantor of the terms or other Person may have or assert, including, provisions (including without limitation, any defense limitation provisions relating to events of incapacity or lack default) of corporate or other authority to execute or deliver any Loan Document or this Guaranty the Contract Documents or any other document related agreement or instrument executed pursuant thereto; (F) - The Authority’s consent to the change, reorganization or termination of the corporate structure or existence of the Contractor; - Any defenses, set-offs or counterclaims that the Contractor may allege or assert against the Authority in respect of the Guaranteed Obligations, except as provided in the “Permitted Defenses; Contract Amendments” clause of this Guaranty; - Any failure to enforce the Guaranteed Obligations or any direction of application the terms, covenants or conditions contained in any of payment the Contract Documents or any modification thereof; - Any waiver by the Authority of the Guaranteed Obligations that is not in writing and signed by the authority’s authorized representative or that is made in the context of a bankruptcy or insolvency proceeding in which the Contractor is the debtor, unless otherwise specified in said waiver; - Any release of the Contractor from liability that is not in writing and signed by the Authority’s authorized representative or that is made in the context of a bankruptcy or insolvency proceeding in which the Contractor is the debtor, unless otherwise specified in said release; or - Any other act or thing or omission, or delay to Borrower, Guarantor, do any other guarantor act or other Person; and (G) Lender’s votething, claim, distribution, election, acceptance, action which may or inaction might in any bankruptcy case related manner or to any extent vary the risk of Guarantor as an obligor in respect of the Guaranteed Obligations.

Liability of Guarantor. The liability of Guarantor under this Guaranty shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, Guarantor agrees as follows: (i) Guarantor’s liability hereunder shall be the immediate, direct, direct and primary obligation of Guarantor and shall not be contingent upon LenderAron’s exercise or enforcement of any remedy it may have against Borrower the Company or any Personother Person (as defined, for purposes of this Guaranty, in the S&O Agreement), or against any collateral for any Guaranteed Obligations; (ii) this Guaranty is a guaranty of payment when due and not of collectibilitycollectability; (iii) Xxxx may enforce this Guaranty upon the occurrence of a default notwithstanding any dispute between Xxxx and the Company with respect to the existence of such default; (iv) Guarantor’s payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and (ivv) Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall Guarantor be exonerated or discharged by, (A) any Insolvency Proceeding with respect to Borrowerthe Company, Guarantor, any other guarantor or any other Person; (B) any limitation, discharge, or cessation of the liability of Borrowerthe Company, any other guarantor or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations; (C) any merger, acquisition, consolidation or change in structure of Borrowerthe Company, Guarantor or any other guarantor or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of Borrowerthe Company, Guarantor, any other guarantor or other Person; (D) any assignment or other transfer, in whole or in part, of LenderAron’s interests in and rights under this Guaranty, including, without limitation, Lenderincluding Aron’s right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of LenderAron’s interests in and to any collateral securing the Guaranteed Obligations; (E) any claim, defense, counterclaim or setoff, other than that of prior performance, that Borrowerthe Company, Guarantor, any other guarantor or other Person may have or assert, including, without limitation, including any defense of incapacity or lack of corporate or other ny-2098580 authority to execute or deliver any Loan Document of the Transaction Documents, or this Guaranty or any other agreement or document related thereto; (F) any direction of application of payment to Borrowerthe Company, Guarantor, any other guarantor or other Person; and (G) LenderAron’s vote, claim, distribution, election, acceptance, action or inaction in any bankruptcy case Insolvency Proceeding related to the Guaranteed Obligations.

Liability of Guarantor. The Guarantor agrees that Lender shall have the full right and power, in its sole discretion and without any notice to or consent from Guarantor and without affecting or discharging, in whole or in part, the liability of Guarantor under this Guaranty shall be irrevocableAgreement or any Loan Document, absolute, independent and unconditional, and shall not be affected by to deal in any circumstance which might constitute a discharge of a surety or guarantor other than manner with the indefeasible payment and performance in full of all Guaranteed Obligations, Collateral and any security or guaranties therefor. In furtherance of the foregoing and without Without limiting the generality thereofof the foregoing, the occurrence of any one or more of the following shall not affect Guarantor’s obligations hereunder: (a) new agreements or obligations of Borrower with or to the Lender or increases, amendments, extensions, modification, renewals or waivers of default as to any existing or future agreements or obligations of Borrower or third parties with or to the Lender or extensions of credit by the Lender to Borrower; (b) adjustments, compromises or releases of any obligations to or of Borrower, Guarantor agrees as follows: (i) Guarantor’s liability hereunder shall be the immediateor other Persons, director exchanges, and primary obligation releases of Guarantor and shall not be contingent upon Lender’s exercise or enforcement sales of any remedy it may have against Borrower security or any Personcollateral of Borrower, Guarantor or against any collateral for any Guaranteed Obligationsother Persons; (iic) errors, omissions, invalidity or unenforceability of any Loan Document or this Guaranty is a guaranty of payment when due and not of collectibilityAgreement; (iiid) Guarantor’s payment reorganization, extensions, moratoria or other relief granted to Borrower pursuant to any law presently in force or hereafter enacted; (e) interruptions in the business relations between Lender and Borrower; (f) the release or exchange, in whole or in part, of a portion, but not all, any other guaranty of the Guaranteed Obligations shall in no way limit, affect, modify or abridge Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and (iv) Guarantor’s liability security or collateral therefor or any action or inaction by Lender with respect thereto; (g) the failure of any Person to the Guaranteed Obligations shall remain in full force and effect without regard tosign this or any similar guaranty; (h) subsequent reorganization, and shall not be impaired merger or affected by, nor shall Guarantor be exonerated or discharged by, (A) any Insolvency Proceeding with respect to Borrower, Guarantor, any other guarantor consolidation of Borrower or any other Personchange in its structure, nature, personnel or location; or (Bi) any limitationimpairment, dischargemodification, change, release or cessation limitation of the liability of Borrower, any other guarantor of the Guaranteed Obligations or any other Person for or their respective estates in bankruptcy resulting from the operation of any Guaranteed Obligations due to any present or future provision of the bankruptcy laws or other similar statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part from the decision of any of the Guaranteed Obligations; (C) any merger, acquisition, consolidation or change in structure of Borrower, Guarantor or any other guarantor or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of Borrower, Guarantor, any other guarantor or other Person; (D) any assignment or other transfer, in whole or in part, of Lender’s interests in and rights under this Guaranty, including, without limitation, Lender’s right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of Lender’s interests in and to any collateral securing the Guaranteed Obligations; (E) any claim, defense, counterclaim or setoff, other than that of prior performance, that Borrower, Guarantor, any other guarantor or other Person may have or assert, including, without limitation, any defense of incapacity or lack of corporate or other authority to execute or deliver any Loan Document or this Guaranty or any other document related thereto; (F) any direction of application of payment to Borrower, Guarantor, any other guarantor or other Person; and (G) Lender’s vote, claim, distribution, election, acceptance, action or inaction in any bankruptcy case related to the Guaranteed Obligationscourt.

Liability of Guarantor. This is a guaranty of payment and ---------------------- not of collection. The liability of Guarantor under this Guaranty shall be irrevocabledirect and immediate and not conditional or contingent upon the pursuit of any remedies against Paradise or any other person (including, absolutewithout limitation, independent other guarantors, if any), nor against any other property (whether real or personal), rights, estates and unconditional, and shall not be affected interests now or at any time hereafter securing the payment of the Indebtedness and/or the other payment obligations of Paradise under the Loan Documents whether held by CHE or by any circumstance person or entity on CHE's behalf or for CHE's account (the "Collateral"). Guarantor waives any right to require that an action be brought against Paradise or any other person or to require that resort be had to any Collateral. 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 might constitute a discharge may be or become applicable, Paradise shall be relieved of or fail to incur any payment obligation as provided in the Loan Documents, Guarantor shall nevertheless be fully liable therefor. In the event of a surety default under the Loan Documents which is not cured within any applicable grace or guarantor other than cure period, CHE shall have the indefeasible payment right to enforce its rights, powers and performance in full remedies (including, without limitation, foreclosure of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, Guarantor agrees as follows: (i) Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of Guarantor and shall not be contingent upon Lender’s exercise or enforcement of any remedy it may have against Borrower or any Person, or against any collateral for any Guaranteed Obligations; (ii) this Guaranty is a guaranty of payment when due and not of collectibility; (iii) Guarantor’s payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; Collateral) thereunder or hereunder, in any order, and (iv) Guarantor’s liability with respect all rights, powers and remedies available to CHE in such event shall be nonexclusive and cumulative of all other rights, powers and remedies provided thereunder or hereunder or by law or in equity. If the Guaranteed Obligations indebtedness and obligations guaranteed hereby are partially paid or discharged by reason of the exercise of any of the remedies available to CHE, this Guaranty shall nevertheless remain in full force and effect without regard toeffect, and Guarantor shall not remain liable for all remaining indebtedness and obligations guaranteed hereby, even though any rights which Guarantor may have against Paradise may be impaired destroyed or affected by, nor shall Guarantor be exonerated diminished by the exercise of any such remedy; and if the indebtedness and obligations guaranteed hereby are otherwise partially paid or discharged by, (A) any Insolvency Proceeding with respect to Borrower, Guarantor, any other guarantor or any other Person; (B) any limitation, discharge, or cessation of the liability of Borrower, any other guarantor or any other Person for any Guaranteed Obligations due to any statutereason, regulation including voluntary payment or rule of lawprepayment, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations; (C) any merger, acquisition, consolidation or change in structure of Borrower, Guarantor or any other guarantor or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of Borrower, Guarantor, any other guarantor or other Person; (D) any assignment or other transfer, in whole or in part, of Lender’s interests in and rights under this Guaranty, including, without limitation, Lender’s right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of Lender’s interests in and to any collateral securing the Guaranteed Obligations; (E) any claim, defense, counterclaim or setoff, other than that of prior performance, that Borrower, Guarantor, any other guarantor or other Person may have or assert, including, without limitation, any defense of incapacity or lack of corporate or other authority to execute or deliver any Loan Document or this Guaranty or any other document related thereto; (F) any direction of application of shall nevertheless remain in full force and effect, and Guarantor shall remain liable for all remaining indebtedness and payment to Borrower, Guarantor, any other guarantor or other Person; and (G) Lender’s vote, claim, distribution, election, acceptance, action or inaction in any bankruptcy case related to the Guaranteed Obligationsobligations guaranteed hereby.

Liability of Guarantor. This is a guaranty of payment and performance and not of collection. The liability of Guarantor under this Guaranty shall be irrevocable, absolute, independent direct and unconditional, immediate and shall not be affected by any circumstance which might constitute a discharge of a surety conditional or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, Guarantor agrees as follows: (i) Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of Guarantor and shall not be contingent upon Lender’s exercise or enforcement the pursuit of any remedy it may have remedies against Borrower or any Personother person (including, without limitation, other guarantors, if any), nor against any property (whether real or personal), rights, estates and interests now or at any time hereafter securing the payment of the Note whether held by Lender or by any person or entity on Lender’s behalf or for Lender’s account (the “Collateral”). Guarantor waives any right to require that an action be brought against Borrower or any other person or to require that resort be had to any Collateral or to any balance of any deposit account or credit on the books of Lender in favor of Borrower or any other person. In the event, on account of the Bankruptcy Code, as amended, or against any collateral for other debtor relief law (whether statutory, common law, case law or otherwise) of any Guaranteed Obligations; (ii) this Guaranty is a guaranty jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, Borrower shall be relieved of payment when due and not of collectibility; (iii) Guarantor’s payment or fail to incur any debt, obligation or liability as provided in the Note, Guarantor shall nevertheless be fully liable therefor. In the event of a portiondefault under the Note which is not cured within any applicable grace or cure period, but not allLender shall have the right to enforce its rights, powers and remedies (including, without limitation, foreclosure of the Guaranteed Obligations shall in no way limit, affect, modify all or abridge Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; collateral which is granted or pledged to secure this Guaranty) thereunder or hereunder, in any order, and (iv) Guarantor’s liability with respect all rights, powers and remedies available to Lender in such event shall be nonexclusive and cumulative of all other rights, powers and remedies provided thereunder or hereunder or by law or in equity. If the Guaranteed Obligations indebtedness and obligations guarantied hereby are partially paid or discharged by reason of the exercise of any of the remedies available to Lender, this Guaranty shall nevertheless remain in full force and effect without regard toeffect, and Guarantor shall not remain liable for all remaining indebtedness and obligations guarantied hereby, even though any rights which Guarantor may have against Borrower may be impaired destroyed or affected by, nor shall Guarantor be exonerated diminished by the exercise of any such remedy; and if the indebtedness and obligations guarantied hereby are otherwise partially paid or discharged byfor any reason, (A) any Insolvency Proceeding with respect to Borrowerincluding voluntary payment or prepayment, Guarantorapplication of insurance proceeds or condemnation awards, any other guarantor additional financing or any other Person; (B) any limitation, dischargerefinancing, or cessation sale of the liability of BorrowerCollateral or a portion thereof, any other guarantor with or any other Person for any Guaranteed Obligations due to any statute, regulation without the consent or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations; (C) any merger, acquisition, consolidation or change in structure of Borrower, Guarantor or any other guarantor or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of Borrower, Guarantor, any other guarantor or other Person; (D) any assignment or other transfer, in whole or in part, cooperation of Lender’s interests in and rights under this Guaranty, including, without limitation, Lender’s right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of Lender’s interests in and to any collateral securing the Guaranteed Obligations; (E) any claim, defense, counterclaim or setoff, other than that of prior performance, that Borrower, Guarantor, any other guarantor or other Person may have or assert, including, without limitation, any defense of incapacity or lack of corporate or other authority to execute or deliver any Loan Document or this Guaranty or any other document related thereto; (F) any direction of application of payment to Borrowershall nevertheless remain in full force and effect, Guarantor, any other guarantor or other Person; and (G) Lender’s vote, claim, distribution, election, acceptance, action or inaction in any bankruptcy case related to the Guaranteed ObligationsGuarantor shall remain liable for all remaining indebtedness and obligations guarantied hereby.

Liability of Guarantor. The execution of this Guaranty by any one or more of the Guarantors, if more than one, is not conditioned on the execution of this Guaranty by the other Guarantors named in this Guaranty, and this Guaranty shall be and is fully binding on each of the Guarantors irrespective of whether the other Guarantors named in this Guaranty execute this Guaranty or may be released or discharged from liability under this Guaranty (regardless of the reason or basis for any such release or discharge and regardless of whether or not the same is consented to by the Guarantors not so released or discharged). All persons executing this Guaranty shall be jointly and severally liable. Guarantor’s obligations under this Guaranty are independent of the obligations of Borrower, and a separate action or actions may be brought and prosecuted against Guarantor irrespective of whether an action is brought against Borrower or whether Borrower is joined in any such action or actions. Lender may bring an action to enforce this Guaranty prior to, contemporaneously with or subsequent to bringing an action against Borrower. Guarantor’s obligations under this Guaranty are independent of the obligations of each other Guarantor, and a separate action or actions may be brought and prosecuted against one or more Guarantors irrespective of whether an action is brought against any other Guarantor or whether any other Guarantor is joined in any such action or actions. Lender may bring an action to enforce this Guaranty against one or more Guarantors prior to, contemporaneously with or subsequent to bringing an action against any other Guarantor. Lender shall not be required to exhaust Lender’s remedies against Borrower or any guarantor other than Guarantors, proceed against any collateral given as security for the Obligations or pursue any other remedies before exercising any of Lender’s rights or remedies under this Guaranty. Lender may, in its sole discretion and at any time, transfer, sell or assign all or a portion of Lender’s interest under the Loan Documents or this Guaranty, and notwithstanding such transfer, sale or assignment, Guarantor’s obligations under this Guaranty shall be irrevocable, absolute, independent continue uninterrupted for the benefit of Lender and unconditional, and shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, Guarantor agrees as follows: (i) Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of Guarantor and shall not be contingent upon Lender’s exercise or enforcement of any remedy it may have against Borrower or any Person, or against any collateral for any Guaranteed Obligations; (ii) this Guaranty is a guaranty of payment when due successors and not of collectibility; (iii) Guarantor’s payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and (iv) Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall Guarantor be exonerated or discharged by, (A) any Insolvency Proceeding with respect to Borrower, Guarantor, any other guarantor or any other Person; (B) any limitation, discharge, or cessation of the liability of Borrower, any other guarantor or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations; (C) any merger, acquisition, consolidation or change in structure of Borrower, Guarantor or any other guarantor or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of Borrower, Guarantor, any other guarantor or other Person; (D) any assignment or other transfer, in whole or in part, of Lender’s interests in and rights under this Guaranty, including, without limitation, Lender’s right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of Lender’s interests in and to any collateral securing the Guaranteed Obligations; (E) any claim, defense, counterclaim or setoff, other than that of prior performance, that Borrower, Guarantor, any other guarantor or other Person may have or assert, including, without limitation, any defense of incapacity or lack of corporate or other authority to execute or deliver any Loan Document or this Guaranty or any other document related thereto; (F) any direction of application of payment to Borrower, Guarantor, any other guarantor or other Person; and (G) Lender’s vote, claim, distribution, election, acceptance, action or inaction in any bankruptcy case related to the Guaranteed Obligationsassigns.

Liability of Guarantor. The Guarantor agrees that CIT shall have the full right and power, in its sole discretion and without any notice to or consent from Guarantor and without affecting or discharging, in whole or in part, the liability of Guarantor under this Guaranty shall be irrevocableAgreement or any Loan Document, absolute, independent and unconditional, and shall not be affected by to deal in any circumstance which might constitute a discharge of a surety or guarantor other than manner with the indefeasible payment and performance in full of all Guaranteed Obligations, Loan Collateral and any security or guaranties therefor. In furtherance of the foregoing and without Without limiting the generality thereofof the foregoing, the occurrence of any one or more of the following shall not affect Guarantor's obligations hereunder or under the Loan Documents: (a) new agreements or obligations of the Companies with or to CIT or increases, amendments, extensions, modification, renewals or waivers of default as to any existing or future agreements or obligations of the Companies or third parties with or to CIT or extensions of credit by CIT to the Companies; (b) adjustments, compromises or releases of any obligations to or of the Companies, Guarantor agrees as follows: (i) Guarantor’s liability hereunder shall be the immediateor other Persons, director exchanges, and primary obligation releases of Guarantor and shall not be contingent upon Lender’s exercise or enforcement sales of any remedy it may have against Borrower security or any Personcollateral of the Companies, Guarantor or against any collateral for any Guaranteed Obligationsother Persons; (iic) this Guaranty is a guaranty of payment when due and not of collectibility; (iii) Guarantor’s payment of a portionerrors, but not allomissions, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and (iv) Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall Guarantor be exonerated or discharged by, (A) any Insolvency Proceeding with respect to Borrower, Guarantor, any other guarantor or any other Person; (B) any limitation, discharge, or cessation of the liability of Borrower, any other guarantor or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed ObligationsLoan Document or this Agreement; (Cd) any mergerreorganization, acquisitionextensions, consolidation or change in structure of Borrower, Guarantor or any other guarantor or Person, or any sale, lease, transfer moratoria or other disposition of relief granted to the Companies pursuant to any law presently in force or all of the assets or shares of Borrower, Guarantor, any other guarantor or other Personhereafter enacted; (De) any assignment interruptions in the business relations between CIT and the Companies; (f) the release or other transferexchange, in whole or in part, of Lender’s interests in and rights under this Guaranty, including, without limitation, Lender’s right to receive payment any other guaranty of the Guaranteed Obligations, Obligations or any assignment security or other transfer, in whole collateral therefor or in part, of Lender’s interests in and to any collateral securing the Guaranteed Obligationsaction or inaction by CIT with respect thereto; (Eg) the failure of any Person to sign any similar guaranty; (h) subsequent reorganization, merger or consolidation of the Companies or any other change in its structure, nature, personnel or location; or (i) any claimimpairment, defensemodification, counterclaim change, release or setoff, other than that limitation of prior performance, that Borrower, Guarantorthe liability of the Companies, any other guarantor or other Person may have or assert, including, without limitation, any defense of incapacity or lack of corporate or other authority to execute or deliver any Loan Document or this Guaranty the Guaranteed Obligations or any other document related thereto; (F) Person or their respective estates in bankruptcy resulting from the operation of any direction present or future provision of application of payment to Borrower, Guarantor, any other guarantor the bankruptcy laws or other Person; and (G) Lender’s votesimilar statute, claim, distribution, election, acceptance, action or inaction in from the decision of any bankruptcy case related to the Guaranteed Obligationscourt.

Liability of Guarantor. This is a guaranty of payment and ---------------------- performance and not of collection. The liability of Guarantor under this Guaranty shall be irrevocabledirect and immediate and not conditional or contingent upon the pursuit of any remedies against the Practice or any other person (including, absolutewithout limitation, independent other guarantors, if any). Guarantor waives any right to require that an action be brought against the Practice or any other person or to require that resort be had to any collateral or to any balance of any deposit account or credit on the books of EMPLOYEE in favor of the Practice or any other person. In the event that, 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, the Practice shall be relieved of or fail to incur any debt, obligation or liability as provided in the Agreement, Guarantor shall nevertheless be fully liable therefor. In the event of a default under the Agreement, EMPLOYEE shall have the right to enforce his rights, powers and unconditionalremedies thereunder or hereunder, in any order, and all rights, powers and remedies available to EMPLOYEE in such event shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment nonexclusive and performance in full cumulative of all Guaranteed Obligationsother rights, powers and remedies provided thereunder or hereunder or by law or in equity. In furtherance If the indebtedness guaranteed hereby is partially paid by reason of the foregoing and without limiting election of EMPLOYEE to pursue any of the generality thereof, Guarantor agrees as follows: (i) Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of Guarantor and shall not be contingent upon Lender’s exercise or enforcement of any remedy it may have against Borrower or any Personremedies available to EMPLOYEE, or against any collateral for any Guaranteed Obligations; (ii) is otherwise partially paid, this Guaranty is a guaranty of payment when due and not of collectibility; (iii) Guarantor’s payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and (iv) Guarantor’s liability with respect to the Guaranteed Obligations shall nevertheless remain in full force and effect without regard toeffect, and Guarantor shall not be impaired or affected by, nor shall Guarantor be exonerated or discharged by, (A) any Insolvency Proceeding with respect to Borrower, Guarantor, any other guarantor or any other Person; (B) any limitation, discharge, or cessation remain liable for the entire remaining unpaid balance of the liability of Borrowerindebtedness guaranteed hereby, even though any other guarantor rights which Guarantor may have against the Practice may be destroyed or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part diminished by the exercise of any of the Guaranteed Obligations; (C) any merger, acquisition, consolidation or change in structure of Borrower, Guarantor or any other guarantor or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of Borrower, Guarantor, any other guarantor or other Person; (D) any assignment or other transfer, in whole or in part, of Lender’s interests in and rights under this Guaranty, including, without limitation, Lender’s right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of Lender’s interests in and to any collateral securing the Guaranteed Obligations; (E) any claim, defense, counterclaim or setoff, other than that of prior performance, that Borrower, Guarantor, any other guarantor or other Person may have or assert, including, without limitation, any defense of incapacity or lack of corporate or other authority to execute or deliver any Loan Document or this Guaranty or any other document related thereto; (F) any direction of application of payment to Borrower, Guarantor, any other guarantor or other Person; and (G) Lender’s vote, claim, distribution, election, acceptance, action or inaction in any bankruptcy case related to the Guaranteed Obligationssuch remedy.

Liability of Guarantor. The Guarantor agrees that each of Agent and each Lender shall have the full right and power, in its sole discretion and without any notice to or consent from Guarantor and without affecting or discharging, in whole or in part, the liability of Guarantor under this Guaranty shall be irrevocableAgreement or any Loan Document, absolute, independent and unconditional, and shall not be affected by to deal in any circumstance which might constitute a discharge of a surety or guarantor other than manner with the indefeasible payment and performance in full of all Guaranteed Obligations, Loan Collateral and any security or guaranties therefor. In furtherance of the foregoing and without Without limiting the generality thereofof the foregoing, the occurrence of any one or more of the following shall not affect Guarantor’s obligations hereunder or under the Loan Documents: (a) new agreements or obligations of the Companies with or to Agent or Lenders or increases, amendments, extensions, modification, renewals or waivers of default as to any existing or future agreements or obligations of the Companies or third parties with or to Agent or Lenders or extensions of credit by Agent or Lenders to the Companies; (b) adjustments, compromises or releases of any obligations to or of the Companies, Guarantor agrees as follows: (i) Guarantor’s liability hereunder shall be the immediateor other Persons, director exchanges, and primary obligation releases of Guarantor and shall not be contingent upon Lender’s exercise or enforcement sales of any remedy it may have against Borrower security or any Personcollateral of the Companies, Guarantor or against any collateral for any Guaranteed Obligationsother Persons; (iic) this Guaranty is a guaranty of payment when due and not of collectibility; (iii) Guarantor’s payment of a portionerrors, but not allomissions, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and (iv) Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall Guarantor be exonerated or discharged by, (A) any Insolvency Proceeding with respect to Borrower, Guarantor, any other guarantor or any other Person; (B) any limitation, discharge, or cessation of the liability of Borrower, any other guarantor or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed ObligationsLoan Document or this Agreement; (Cd) any mergerreorganization, acquisitionextensions, consolidation or change in structure of Borrower, Guarantor or any other guarantor or Person, or any sale, lease, transfer moratoria or other disposition of relief granted to the Companies pursuant to any law presently in force or all of the assets or shares of Borrower, Guarantor, any other guarantor or other Personhereafter enacted; (De) any assignment interruptions in the business relations between Agent or other transferLenders and the Companies; (f) the release or exchange, in whole or in part, of Lender’s interests in and rights under this Guaranty, including, without limitation, Lender’s right to receive payment any other guaranty of the Guaranteed Obligations, Obligations or any assignment security or other transfer, in whole collateral therefor or in part, of Lender’s interests in and to any collateral securing the Guaranteed Obligationsaction or inaction by Agent or Lenders with respect thereto; (Eg) the failure of any Person to sign any similar guaranty; (h) subsequent reorganization, merger or consolidation of the Companies or any other change in its structure, nature, personnel or location; or (i) any claimimpairment, defensemodification, counterclaim change, release or setoff, other than that limitation of prior performance, that Borrower, Guarantorthe liability of the Companies, any other guarantor or other Person may have or assert, including, without limitation, any defense of incapacity or lack of corporate or other authority to execute or deliver any Loan Document or this Guaranty the Guaranteed Obligations or any other document related thereto; (F) Person or their respective estates in bankruptcy resulting from the operation of any direction present or future provision of application of payment to Borrower, Guarantor, any other guarantor the bankruptcy laws or other Person; and (G) Lender’s votesimilar statute, claim, distribution, election, acceptance, action or inaction in from the decision of any bankruptcy case related to the Guaranteed Obligationscourt.

Liability of Guarantor. The liability of Guarantor under this Guaranty shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, Guarantor agrees as follows: (i) Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of Guarantor and shall not be contingent upon Lender’s exercise or enforcement of any remedy it may have against Borrower or any other person or entity (“Person”), or against any collateral for any Guaranteed Obligations; (ii) this Guaranty is a guaranty of payment when due and not of collectibility; (iii) Lender may enforce this Guaranty upon the occurrence of a default notwithstanding any dispute between Lender and Borrower with respect to the existence of such default; (iv) Guarantor’s payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and (ivv) Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall Guarantor be exonerated or discharged by, (A) any Insolvency Proceeding with respect to Borrower, Guarantor, any other guarantor or any other Person; (B) any limitation, discharge, or cessation of the liability of Borrower, any other guarantor or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations; (C) any merger, acquisition, consolidation or change in structure of Borrower, Guarantor or any other guarantor or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of Borrower, Guarantor, any other guarantor or other Person; (D) any assignment or other transfer, in whole or in part, of Lender’s interests in and rights under this Guaranty, including, without limitation, Lender’s right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of Lender’s interests in and to any collateral securing the Guaranteed Obligations; (E) any claim, defense, counterclaim or setoff, other than that of prior performance, that Borrower, Guarantor, any other guarantor or other Person may have or assert, including, without limitation, any defense of incapacity or lack of corporate or other authority to execute or deliver any Loan Document the Note or this Guaranty or any other document related thereto; (F) any direction of application of payment to Borrower, Guarantor, any other guarantor or other Person; and (G) Lender’s vote, claim, distribution, election, acceptance, action or inaction in any bankruptcy case related to the Guaranteed Obligations.